10-Q

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 April 30, 2022

OR

☐ 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 3, 2022, there were approximately 103,673,835 shares of the registrant's common stock outstanding.

Table of Contents

		PAGE
	Part I - Financial Information
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Balance Sheets as of April 30, 2022 and January 29, 2022	5
	Condensed Consolidated Statements of Operations and Comprehensive Income for the three months ended April 30, 2022 and May 1, 2021	6
	Condensed Consolidated Statements of Stockholders' Deficit for the three months ended April 30, 2022 and May 1, 2021	7
	Condensed Consolidated Statements of Cash Flows for the three months ended April 30, 2022 and May 1, 2021	8
	Notes to Unaudited Condensed Consolidated Financial Statements	9
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32
Item 4.	Controls and Procedures	32
	Part II - Other Information
Item 1.	Legal Proceedings	33
Item 1A.	Risk Factors	33
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	33
Item 3.	Defaults Upon Senior Securities	33
Item 4.	Mine Safety Disclosures	33
Item 5.	Other Information	33
Item 6.	Exhibits	34
Signatures		35

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this Quarterly Report on Form 10-Q are forward-looking statements. Forward-looking statements give 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) in connection with any discussion of the timing or nature of future operating or financial performance or other events. 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 may cause actual results to differ materially from those that we expected, including:

•successfully manage risks relating to the spread of COVID-19, including any adverse impacts on our supply chain, workforce, facilities, customer services and operations;

•changes in consumer spending and general economic conditions;

•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;

•damage to our reputation arising from our use of social media, email and text messages;

•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 facilities (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 leasing substantial amounts of space;

•our failure to attract and retain employees that reflect our brand image, embody our culture and possess the appropriate skill set;

•our reliance on third-parties for the provision of certain services, including real estate management;

•our dependence upon key executive management;

•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;

3

•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 on long-lived assets;

•our failure to maintain adequate internal controls; and

•the threat of war, terrorism or other catastrophes that could negatively impact our business.

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 impact of known factors, and, it is impossible for us to anticipate all factors that could affect our actual results. Important factors that could cause actual results to differ materially from our expectations, or cautionary statements, are disclosed under 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 and in this Quarterly Report on Form 10-Q. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements as well as other cautionary statements that are made from time to time in our other filings with the Securities and Exchange Commission and public communications. You should evaluate all forward-looking statements made in this Quarterly Report on Form 10-Q in the context of these risks and uncertainties.

We caution you that the important factors referenced above may not contain 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 consequences or affect us or our operations in the way we expect. The forward-looking statements included in this Quarterly Report on Form 10-Q 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.

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.

4

Part I - Financial Information

Item 1. Financial Statements (Unaudited)

TORRID HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(In thousands, except share and per share data)

	April 30, 2022		January 29, 2022
Assets
Current assets:
Cash and cash equivalents	$	24,813	$	29,025
Restricted cash	262		262
Inventory	178,831		170,608
Prepaid expenses and other current assets	16,254		14,686
Prepaid income taxes	700		6,345
Total current assets	220,860		220,926
Property and equipment, net	124,188		127,565
Operating lease right-of-use assets	202,129		209,637
Deposits and other noncurrent assets	6,721		7,100
Deferred tax assets	4,873		4,873
Intangible asset	8,400		8,400
Total assets	$	567,171	$	578,501
Liabilities and stockholders' deficit
Current liabilities:
Accounts payable	$	83,315	$	77,448
Accrued and other current liabilities	102,340		138,708
Operating lease liabilities	46,248		45,716
Borrowings under credit facility	24,300		—
Current portion of term loan	16,144		20,519
Due to related parties	19,920		14,622
Income taxes payable	3,114		—
Total current liabilities	295,381		297,013
Noncurrent operating lease liabilities	199,249		207,049
Term loan	316,805		320,841
Deferred compensation	5,685		6,873
Lease incentives and other noncurrent liabilities	4,907		5,044
Total liabilities	822,027		836,820
Commitments and contingencies (Note 15)
Stockholders' deficit
Common shares: $0.01 par value; 1,000,000,000 shares authorized; 104,977,755 shares issued and outstanding at April 30, 2022; 107,857,625 shares issued and outstanding at January 29, 2022	1,049		1,078
Additional paid-in capital	120,588		118,286
Accumulated deficit	(376,529)		(377,759)
Accumulated other comprehensive income	36		76
Total stockholders' deficit	(254,856)		(258,319)
Total liabilities and stockholders' deficit	$	567,171	$	578,501

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

TORRID HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME

(UNAUDITED)

(In thousands, except per share data)

	Three Months Ended April 30, 2022		Three Months Ended May 1, 2021
Net sales	$	328,409	$	325,747
Cost of goods sold	203,263		180,815
Gross profit	125,146		144,932
Selling, general and administrative expenses	67,431		109,913
Marketing expenses	17,974		9,525
Income from operations	39,741		25,494
Interest expense	6,264		4,624
Interest income, net of other expense (income)	28		(109)
Income before provision for income taxes	33,449		20,979
Provision for income taxes	9,383		8,054
Net income	$	24,066	$	12,925
Comprehensive income:
Net income	$	24,066	$	12,925
Other comprehensive (loss) income:
Foreign currency translation adjustment	(40)		211
Total other comprehensive (loss) income	(40)		211
Comprehensive income	$	24,026	$	13,136
Net earnings per share:
Basic	$	0.23	$	0.12
Diluted	$	0.23	$	0.12
Weighted average number of shares:
Basic	106,226		110,000
Diluted	106,243		110,000

The accompanying notes are an integral part of these condensed consolidated financial statements.

6

TORRID HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT

(UNAUDITED)

(In thousands)

	Three Months Ended April 30, 2022
	Common Shares			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Income (Loss)		Total Stockholders' Deficit
	Shares	Amount
Balance at January 29, 2022	107,858	$	1,078	$	118,286	$	(377,759)	$	76	$	(258,319)
Net income	—	—		—		24,066		—		24,066
Issuance of common shares and withholding tax payments related to vesting of restricted stock awards	39	—		(178)		—		—		(178)
Share-based compensation	—	—		2,480		—		—		2,480
Repurchase and retirement of common stock	(2,919)	(29)		—		(22,836)		—		(22,865)
Other comprehensive loss	—	—		—		—		(40)		(40)
Balance at April 30, 2022	104,978	$	1,049	$	120,588	$	(376,529)	$	36	$	(254,856)

	Three Months Ended May 1, 2021
	Common Shares			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive (Loss) Income		Total  Stockholders' Deficit
	Shares	Amount
Balance at January 30, 2021	110,000	$	1,100	$	10,326	$	(74,591)	$	(8)	$	(63,173)
Net income	—	—		—		12,925		—		12,925
Capital contribution from Torrid Holding LLC for incentive units	—	—		39,779		—		—		39,779
Other comprehensive income	—	—		—		—		211		211
Balance at May 1, 2021	110,000	$	1,100	$	50,105	$	(61,666)	$	203	$	(10,258)

The accompanying notes are an integral part of these condensed consolidated financial statements.

7

TORRID HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)

	Three Months Ended April 30, 2022		Three Months Ended May 1, 2021
OPERATING ACTIVITIES
Net income	$	24,066	$	12,925
Adjustments to reconcile net income to net cash provided by operating activities:
Write down of inventory	289		286
Operating right-of-use assets amortization	10,233		10,234
Depreciation and other amortization	9,641		8,966
Share-based compensation	2,480		39,779
Other	(361)		(906)
Changes in operating assets and liabilities:
Inventory	(8,539)		(6,181)
Prepaid expenses and other current assets	(1,568)		(855)
Prepaid income taxes	5,645		(3,061)
Deposits and other noncurrent assets	336		(748)
Accounts payable	5,604		15,273
Accrued and other current liabilities	(36,026)		4,614
Operating lease liabilities	(9,856)		(17,307)
Lease incentives and other noncurrent liabilities	5		76
Deferred compensation	(1,188)		659
Due to related parties	5,298		(430)
Income taxes payable	3,114		10,510
Net cash provided by operating activities	9,173		73,834
INVESTING ACTIVITIES
Purchases of property and equipment	(6,761)		(2,786)
Net cash used in investing activities	(6,761)		(2,786)
FINANCING ACTIVITIES
Proceeds from credit facility	208,000		—
Principal payments on credit facility	(183,700)		—
Repurchase of common stock	(22,229)		—
Principal payments on term loan	(8,750)		(3,250)
Proceeds from issuances under share-based compensation plans	255		—
Withholding tax payments related to vesting of restricted stock units and awards	(178)		—
Net cash used in financing activities	(6,602)		(3,250)
Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash	(22)		31
(Decrease) increase in cash, cash equivalents and restricted cash	(4,212)		67,829
Cash, cash equivalents and restricted cash at beginning of period	29,287		123,215
Cash, cash equivalents and restricted cash at end of period	$	25,075	$	191,044
SUPPLEMENTAL INFORMATION
Cash paid during the period for interest related to the credit facility and term loans	$	7,406	$	4,301
Cash paid during the period for income taxes	$	700	$	375
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Property and equipment purchases included in accounts payable and accrued liabilities	$	2,621	$	1,322

The accompanying notes are an integral part of these condensed consolidated financial statements.

8

TORRID HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1. Basis of Presentation and Description of the Business

Corporate Structure

Torrid Holdings Inc. is a Delaware corporation formed on October 29, 2019 and capitalized on February 20, 2020. Sycamore Partners Management, L.P. (“Sycamore”) owns a majority of the voting power of Torrid Holdings Inc.’s outstanding common stock. Prior to the IPO (as defined below), Torrid Holdings Inc. was a wholly owned subsidiary of Torrid Holding LLC, which is majority-owned by investment funds managed by Sycamore. Torrid Parent Inc. is a Delaware corporation formed on June 4, 2019 and is a wholly owned subsidiary of Torrid Holdings Inc. Torrid Intermediate LLC, formerly known as Torrid Inc., is a Delaware limited liability company formed on June 18, 2019 and a wholly owned subsidiary of Torrid Parent Inc. Torrid LLC is a wholly owned subsidiary of Torrid Intermediate LLC. Substantially all of Torrid Holdings Inc.'s financial position, operations and cash flows are generated through its wholly owned indirect subsidiary, Torrid LLC.

Throughout these financial statements, the terms “Torrid,” “we,” “us,” “our,” the “Company” and similar references refer to Torrid Holdings Inc. and its consolidated subsidiaries.

Reorganization

On July 1, 2021, Torrid Holding LLC, our then parent, completed a reorganization pursuant to which (i) Torrid Holding LLC contributed, assigned, transferred and delivered its issued and outstanding equity interest in Torrid Parent Inc. to Torrid, and (ii) Torrid assumed the obligations of Torrid Holding LLC under the related party promissory notes due to Torrid Parent Inc. (together, the “Reorganization”). The Reorganization was accounted for as a combination of entities under common control in accordance with subsections of Accounting Standards Codification (“ASC”) 805-50, Business Combinations (“ASC 805-50”). Consequently, the equity interests of Torrid Parent Inc. contributed by Torrid Holding LLC to Torrid were recorded at historical carrying amounts and our financial position, results of operations and cash flows prior to the Reorganization have been adjusted to reflect the retrospective combination of the entities for all periods presented as if the combination had been in effect since the inception of common control.

Stock Split

On June 22, 2021, Torrid's stockholder approved an amendment to Torrid's certificate of incorporation to (i) effect a 110,000-for-1 stock split of all shares of the issued and outstanding common stock, which was effected on June 22, 2021 and (ii) authorize 5.0 million shares of preferred stock. All share and per-share data in the financial statements and notes to the financial statements has been retroactively adjusted to reflect the stock split for all periods presented. The par value of the common stock was not adjusted as a result of the stock split.

Initial Public Offering

Our registration statement on Form S-1 related to our initial public offering (“IPO”) was declared effective on June 30, 2021, and our common stock began trading on the New York Stock Exchange on July 1, 2021. On July 6, 2021, subsequent to the Reorganization, we completed the IPO and certain of our shareholders sold 12,650,000 shares of common stock at a public offering price of $21.00 per share, including 1,650,000 shares of common stock after full exercise of the underwriters' option, for net proceeds of $248.4 million, after deducting underwriting discounts of $17.3 million. The offering costs of approximately $6.0 million were borne by us. We did not receive any proceeds from the sale of our shares of common stock by the selling stockholders.

Fiscal Year

Our fiscal year ends on the Saturday nearest to January 31 and each fiscal year is generally comprised of four 13-week quarters (although in years with 53 weeks, the fourth quarter is comprised of 14 weeks). Fiscal years 2021 and 2022 are 52-week years. Fiscal years are identified according to the calendar year in which they begin. For example, references to “fiscal year 2022” or similar references refer to the fiscal year ending January 28, 2023. References to the first quarter of fiscal years 2022 and 2021 and to the three-month periods ended April 30, 2022 and May 1, 2021, respectively, refer to the 13-week periods then ended.

9

Basis of Presentation and Principles of Consolidation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Accordingly, the interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results for the interim periods presented have been included. Operating results for the three-month periods ended April 30, 2022 and May 1, 2021 are not necessarily indicative of the results that may be expected for any future interim periods, the fiscal year ending January 28, 2023, or for any future year.

The condensed consolidated balance sheet information at January 29, 2022 has been derived from the audited consolidated financial statements at that date, but does not include all of the disclosures required by GAAP. The accompanying unaudited interim condensed consolidated financial statements and related footnotes should be read in conjunction with our audited consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the year ended January 29, 2022. The unaudited interim condensed consolidated financial statements include Torrid and those of our wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Description of Business

We are a direct-to-consumer brand of apparel, intimates and accessories targeting the 25- to 40-year-old woman who is curvy and wears sizes 10 to 30. We generate revenues primarily through our e-Commerce platform www.torrid.com and our stores in the United States of America, Puerto Rico and Canada.

COVID-19

Our business operations, including net sales, were substantially affected by COVID-19 in fiscal year 2020. While our business operations improved during fiscal year 2021, there is uncertainty regarding the extent of future impacts of COVID-19 on our business, including the duration and impact on overall customer demand. A resurgence in the pandemic or the emergence of new variants of the coronavirus could have a negative impact on our business including, but not limited to, new closure requirements with respect to some or all of our physical locations, changes in consumer behavior, difficulties attracting and retaining employees and supply chain disruptions.

During the first quarter of fiscal year 2022, global supply chain disruption caused significant product delays resulting in limited product availability to our customers. Increased port congestion, COVID-19-related factory closures, most notably in the Asia-Pacific region where we source a significant amount of product, and increased shipping costs impacted our results of operations for the three-months ended April 30, 2022.

Segment Reporting

We have determined that we have one reportable segment, which includes the operation of our e-Commerce platform and stores. The single segment was identified based on how the Chief Operating Decision Maker, who we have determined to be our Chief Executive Officer, manages and evaluates performance and allocates resources. Revenues and long-lived assets related to our operations in Canada and Puerto Rico during the three-month periods ended April 30, 2022 and May 1, 2021, and as of the end of the same periods, were not material, and therefore are not reported separately from domestic revenues and long-lived assets.

Store Pre-Opening Costs

Costs incurred in connection with the opening of new stores, store remodels or relocations are expensed as incurred in selling, general and administrative expenses in our condensed consolidated statements of operations and comprehensive income. We incurred $0.2 million of pre-opening costs during the three-month period ended April 30, 2022. The amount incurred during the three-month period ended May 1, 2021 was not material.

Note 2. Accounting Standards

Recently Adopted Accounting Standards during the Three-Month Period Ended April 30, 2022

We did not adopt any new accounting standards during the three-month period ended April 30, 2022.

10

Accounting Pronouncements Not Yet Adopted

We have considered all recent accounting pronouncements and have concluded that there are no recent accounting pronouncements not yet adopted that are applicable to us, based on current information.

Note 3. Inventory

Our inventory is comprised solely of finished goods and is valued at the lower of moving average cost or net realizable value. We make certain assumptions regarding net realizable value in order to assess whether our inventory is recorded properly at the lower of cost or net realizable value. These assumptions are based on historical average selling price experience, current selling price information and estimated future selling price information. Physical inventory counts are conducted at least once during the year to determine actual inventory on hand and shrinkage. We accrue our estimated inventory shrinkage for the period between the last physical count and current balance sheet date.

Note 4. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):

	April 30, 2022		January 29, 2022
Prepaid and other information technology expenses	6,400		5,692
Prepaid advertising	2,807		700
Prepaid casualty insurance	1,335		3,050
Other	5,712		5,244
Prepaid expenses and other current assets	$	16,254	$	14,686

Note 5. Property and Equipment

Property and equipment are summarized as follows (in thousands):

	April 30, 2022		January 29, 2022
Property and equipment, at cost
Leasehold improvements	$	169,533	$	168,084
Furniture, fixtures and equipment	106,851		108,261
Software and licenses	12,618		15,356
Construction-in-progress	8,183		4,743
	297,185		296,444
Less: Accumulated depreciation and amortization	(172,997)		(168,879)
Property and equipment, net	$	124,188	$	127,565

We recorded depreciation expense related to our property and equipment in the amounts of $9.3 million and $8.6 million during the three-month periods ended April 30, 2022 and May 1, 2021, respectively.

We group and evaluate long-lived assets for impairment at the individual store level, which is the lowest level at which individual cash flows can be identified. During the three-month periods ended April 30, 2022 and May 1, 2021, we did not recognize any impairment charges.

Note 6. Implementation Costs Incurred in Cloud Computing Arrangements that are Service Contracts

Our cloud computing arrangements that are service contracts primarily consist of arrangements with third party vendors for our internal use of their software applications that they host. We defer implementation costs incurred in relation to such arrangements, including costs for software application coding, configuration, integration and customization, while associated process reengineering, training, maintenance and data conversion costs are expensed. Subsequent implementation costs are deferred only to the extent that they constitute major enhancements. The short-term portion of deferred implementation costs are included in prepaid expenses and other current assets in the condensed consolidated balance sheets, while the long-term portion of deferred costs are included in deposits and other noncurrent assets. Amortized implementation costs incurred in cloud computing arrangements that are service contracts are recognized in selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive income.

11

Deferred implementation costs incurred in cloud computing arrangements that are service contracts are summarized as follows (in thousands):

	April 30, 2022		January 29, 2022
Internal use of third party hosted software, gross	$	12,034	$	11,877
Less: Accumulated amortization	(4,452)		(3,892)
Internal use of third party hosted software, net	$	7,582	$	7,985

During the three-month periods ended April 30, 2022 and May 1, 2021, we amortized approximately $0.6 million and $0.3 million, respectively, of implementation costs incurred in cloud computing arrangements that are service contracts.

Note 7. Accrued and Other Current Liabilities

Accrued and other current liabilities consist of the following (in thousands):

	April 30, 2022		January 29, 2022
Accrued payroll and related expenses	$	13,171	$	31,194
Accrued inventory-in-transit	21,997		37,156
Accrued loyalty program	13,574		13,481
Accrued sales return allowance	7,791		4,347
Gift cards	9,416		11,695
Deferred revenue	2,190		2,879
Accrued sales and use tax	5,235		4,136
Accrued freight	6,931		6,048
Term loan interest payable	129		1,762
Accrued marketing	4,568		5,419
Accrued self-insurance liabilities	3,100		2,891
Other	14,238		17,700
Accrued and other current liabilities	$	102,340	$	138,708

Note 8. Leases

Our lease costs reflected in the tables below include minimum base rents, common area maintenance charges and heating, ventilation and air conditioning charges. We recognize such lease costs in the applicable expense category in either cost of goods sold, or selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive income.

Our lease costs during the three-month periods ended April 30, 2022 and May 1, 2021 consist of the following (in thousands):

	Three Months Ended
	April 30, 2022		May 1, 2021
Operating (fixed) lease cost	$	12,785	$	13,118
Short-term lease cost	53		10
Variable lease cost	3,344		4,760
Total lease cost	$	16,182	$	17,888

In response to the COVID-19 pandemic, the FASB issued interpretive guidance in April 2020, which provides entities the option to elect to account for lease concessions as though the enforceable rights and obligations existed in the original lease terms. We elected this option; accordingly, we do not remeasure the lease liabilities or record a change to the right-of-use (“ROU”) assets for any concessions we receive for our retail store leases. Rather, deferred lease payments are recorded to operating lease liabilities until paid and lease concessions are recorded in the period they are negotiated or when the lower lease expense is paid.

12

As of the end of fiscal year 2021, we had received substantially all of the lease concessions negotiated in response to the COVID-19 pandemic and as a result, deferred fixed lease payments were not material. We did not record any reduction to lease costs during the three months ended April 30, 2022. During the three-month period ended May 1, 2021 we recorded reductions to lease costs of $0.3 million as a result of negotiated lease concessions.

Other supplementary information related to our leases is reflected in the table below (in thousands except lease term and discount rate data): 

	Three Months Ended
	April 30, 2022			May 1, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	14,458		$	16,333
Right-of-use assets obtained in exchange for new operating lease liabilities	$	4,342		$	715
Decrease in right-of-use assets resulting from operating lease modifications or remeasurements	$	(1,450)		$	(885)
Weighted average remaining lease term - operating leases	6 years			6 years
Weighted average discount rate - operating leases	6		%	6		%

Note 9. Revenue Recognition

We recognize revenue when our performance obligations under the terms of a contract or an implied arrangement with a customer are satisfied, which is when the merchandise is transferred to the customer and the customer obtains control of it. The amount of revenue we recognize reflects the total consideration we expect to receive for the merchandise, which is the transaction price.

Our revenue, disaggregated by product category, consists of the following (in thousands):

	Three Months Ended
	April 30, 2022		May 1, 2021
Apparel	$	291,653	$	301,117
Non-apparel	36,756		24,630
Total net sales	$	328,409	$	325,747

Amounts within Apparel include revenues earned from the sale of tops, bottoms, dresses, intimates, sleep wear, swim wear and outerwear. Amounts within Non-apparel include revenues earned from the sale of accessories, footwear and beauty.

We recognize a contract liability when we receive consideration from a customer before our performance obligations under the terms of a contract or an implied arrangement with the customer are satisfied. During the three-month period ended April 30, 2022, we recognized revenue of approximately $7.8 million and $3.6 million related to our accrued loyalty program and gift cards, respectively, that existed at the beginning of fiscal year 2022. During the three-month period ended May 1, 2021, we recognized revenue of approximately $7.3 million and $2.7 million related to our accrued loyalty program and gift cards, respectively, that existed at the beginning of fiscal year 2021.

Note 10. Loyalty Program

We operate our loyalty program, Torrid Rewards, in all our stores and on www.torrid.com. Under this program, customers accumulate points based on purchase activity and qualifying non-purchase activity. Upon reaching a certain point level, customers can earn awards that may only be redeemed for merchandise. Unredeemed points typically expire after 13 months without additional purchase and qualifying non-purchase activity and unredeemed awards typically expire 45 days after issuance. We use historical redemption rates to estimate the value of future award redemptions and we recognize the estimated value of these future awards as a reduction of revenue in the condensed consolidated statements of operations and comprehensive income in the period the points are earned by the customer. As of the end of the first quarter of fiscal year 2022 and as of the end of fiscal year 2021, we had $13.6 million and $13.5 million, respectively, in deferred revenue related to our loyalty program included in accrued and other current liabilities in the condensed consolidated balance sheets. During the three-month periods ended April 30, 2022 and May 1, 2021, we recorded $0.1 million and $1.1 million, respectively, as a reduction of net sales. Actual results may differ from our estimates, resulting in changes to net sales.

13

Note 11. Related Party Transactions

Services Agreements with Hot Topic

Hot Topic Inc. (“Hot Topic”) is an entity indirectly controlled by affiliates of Sycamore. From June 2, 2017 until its termination on March 21, 2019, we had a services agreement (“Third Party Services Agreement”) with Hot Topic, pursuant to which Hot Topic provided us (or caused applicable third parties to provide) certain services, including information technology, distribution and logistics management, real estate leasing and construction management and other services as may have been specified. On March 21, 2019, we entered into an amended and restated services agreement (“Amended and Restated Services Agreement”) with Hot Topic under which Hot Topic provides us (or causes applicable third parties to provide) substantially similar services to those provided under the Third Party Services Agreement. The term of the Amended and Restated Services Agreement is three years, unless we or Hot Topic extend the agreement, or we terminate the agreement (or certain services under the agreement). We may terminate the various services upon written notice. Rates and costs related to the services provided under the Amended and Restated Services Agreement may change with approval from both parties. Each month, we are committed to pay Hot Topic for these services and reimburse Hot Topic for certain costs it incurs in the course of providing these services. We record payments made to Hot Topic under these service agreements in the applicable expense category in either cost of goods sold, or selling, general and administrative expenses. On August 1, 2019, in connection with the IT Asset Purchase Agreement (as defined below), we entered into a services agreement (“Reverse Services Agreement”) with Hot Topic, under which Torrid provides Hot Topic with certain information technology services. The term of the Reverse Services Agreement is three years, unless we or Hot Topic extend the agreement, or Hot Topic terminates the agreement. Torrid provides Hot Topic with the specified information technology services at no cost for the first three years of the Reverse Services Agreement, however Hot Topic bears certain capital and operating expenses that it incurs. Costs incurred in connection with providing the specified information technology services to Hot Topic are expensed as incurred in our condensed consolidated statements of operations and comprehensive income. During the three-month periods ended April 30, 2022 and May 1, 2021, we incurred costs of $0.9 million and $0.9 million, respectively, in connection with providing these information technology services to Hot Topic. In connection with the Reverse Services Agreement, we entered into an amendment to the Amended and Restated Services Agreement (“Amendment to Amended and Restated Services Agreement”) with Hot Topic on August 1, 2019, pursuant to which sections pertaining to Hot Topic’s provision of information technology services to Torrid were removed.

During the three-month period ended April 30, 2022, Hot Topic charged us $0.6 million for various services under the applicable services agreements, all of which was recorded as a component of selling, general and administrative expenses. During the three-month period ended May 1, 2021, Hot Topic charged us $1.9 million for various services under the applicable services agreements, of which $1.3 million and $0.6 million were recorded as components of cost of goods sold and selling, general and administrative expenses, respectively. As of the end of the first quarter of fiscal year 2022, we owed $0.2 million to Hot Topic for these services, and as of the end of fiscal year 2021, we did not owe any amount to Hot Topic for these services.

Hot Topic incurs certain direct expenses on our behalf, such as payments to our non-merchandise vendors and each month, we pay Hot Topic for these pass-through expenses. As of the end of the first quarter of fiscal year 2022 and as of the end of fiscal year 2021, the net amount we owed Hot Topic for these expenses was $1.0 million and $1.7 million, respectively, which are included in due to related parties in our condensed consolidated balance sheets.

IT Asset Purchase Agreement with Hot Topic

On June 14, 2019, we entered into an asset purchase agreement (“IT Asset Purchase Agreement”) with Hot Topic pursuant to which we purchased certain information technology assets from Hot Topic for $29.5 million on August 1, 2019. Funds obtained from the Term Loan Credit Agreement (as defined in “Note 12—Debt Financing Arrangements”) were used to make the purchase. We accounted for the purchase in accordance with subsections of ASC 805-50, related to transactions between entities under common control. Consequently, we recorded the information technology assets we purchased from Hot Topic at their historical carrying amounts totaling $3.5 million and recognized the difference between the historical carrying amounts and the purchase price in equity. In addition, certain information technology-related obligations and personnel, along with associated assets of $1.4 million and liabilities of $0.1 million, were transferred from Hot Topic to Torrid. In connection with the IT Asset Purchase Agreement, we and Hot Topic agreed to enter into the Reverse Services Agreement and Amendment to Amended and Restated Services Agreement upon the closing date of the IT Asset Purchase Agreement, which was August 1, 2019.

Sponsor Advisory Services Agreement

On May 1, 2015, we entered into an advisory services agreement with Sycamore, pursuant to which Sycamore agreed to provide strategic planning and other related services to us. We are obligated to reimburse Sycamore for its expenses incurred in connection with providing such advisory services to us. As of the end of the first quarter of fiscal year 2022 and as of the end of

14

fiscal year 2021, there were no amounts due, and during the three-month periods ended April 30, 2022 and May 1, 2021, no amounts were paid under this agreement.

From time to time, we reimburse Sycamore for certain management expenses it pays on our behalf. During the three-month periods ended April 30, 2022 and May 1, 2021, we did not make any reimbursements to Sycamore. As of the end of the first quarter of fiscal year 2022 and as of the end of fiscal year 2021, the amounts due were not material.

Other Related Party Transactions

MGF Sourcing US, LLC, an entity indirectly controlled by affiliates of Sycamore, is one of our suppliers. During the three-month periods ended April 30, 2022 and May 1, 2021, cost of goods sold includes $17.0 million and $13.5 million, respectively, related to the sale of merchandise purchased from this supplier. As of the end of the first quarter of fiscal year 2022 and as of the end of fiscal year 2021, the net amounts we owed MGF for these purchases were $18.6 million and $12.1 million, respectively. This liability is included in due to related parties in our condensed consolidated balance sheets.

HU Merchandising, LLC, a subsidiary of Hot Topic, is one of our suppliers. During the three-month periods ended April 30, 2022 and May 1, 2021, cost of goods sold includes $0.1 million and $0.1 million, respectively, related to the sale of merchandise purchased from this supplier. As of the end of the first quarter of fiscal year 2022 and as of the end of fiscal year 2021, the amounts due to HU Merchandising, LLC were $0.1 million and $0.1 million, respectively. This liability is included in due to related parties in our condensed consolidated balance sheets.

Staples, Inc., an entity indirectly controlled by affiliates of Sycamore, is one of our suppliers. During the three-month periods ended April 30, 2022 and May 1, 2021, purchases from this supplier were not material. As of the end of the first quarter of fiscal year 2022 and as of the end of fiscal year 2021, the amounts due to Staples, Inc. were not material.

In April 2020, we received a letter of support from Sycamore for up to $20.0 million of additional equity funding, which, if necessary and sufficient, would be provided to further prevent noncompliance with the financial covenants in the Amended Term Loan Credit Agreement (as defined in “Note 12—Debt Financing Arrangements”) through May 2021. In September 2020, we received an updated letter of support from Sycamore extending the equity funding commitment of up to $20.0 million, if necessary and sufficient, through January 2022. The letter of support was terminated as of May 6, 2021.

In March 2021, Hot Topic entered into a consulting services agreement with our Chief Financial Officer, George Wehlitz, Jr. (“CFO”), pursuant to which Hot Topic agreed to pay our CFO a consulting fee of $10,000 per month. The agreement was effective from January 3, 2021 and terminated on May 31, 2021.

Note 12. Debt Financing Arrangements

Our debt financing arrangements consist of the following (in thousands):

	April 30, 2022		January 29, 2022
Existing ABL Facility, as amended	$	24,300	$	—
Term loan
New Term Loan Credit Agreement	341,250		350,000
Less: current portion of unamortized original issue discount and debt financing costs	(1,356)		(1,356)
Less: noncurrent portion of unamortized original issue discount and debt financing costs	(6,945)		(7,284)
Total term loan outstanding, net of unamortized original issue discount and debt financing costs	332,949		341,360
Less: current portion of term loan, net of unamortized original issue discount and debt financing costs	(16,144)		(20,519)
Total term loan, net of current portion and unamortized original issue discount and debt financing costs	$	316,805	$	320,841

15

Fixed mandatory principal repayments due on the outstanding term loan are as follows as of the end of the first quarter of fiscal year 2022 (in thousands):

2022	13,125
2023	17,500
2024	17,500
2025	17,500
2026	17,500
2027	17,500
2028	240,625
	$	341,250

New Term Loan Credit Agreement

On June 14, 2021, we entered into a term loan credit agreement (“New Term Loan Credit Agreement”) among Bank of America, N.A., as agent, and the lenders party thereto.

The New Term Loan Credit Agreement provides for term loans in an initial aggregate amount of $350.0 million, which is recorded net of an original issue discount (“OID”) of $3.5 million and has a maturity date of June 14, 2028. In connection with the New Term Loan Credit Agreement, we paid financing costs of approximately $6.0 million.

The elected interest rate on April 30, 2022 was approximately 7%.

As of the end of the first quarter of fiscal year 2022, we were compliant with our debt covenants under the New Term Loan Credit Agreement.

As of April 30, 2022, the fair value of the New Term Loan Credit Agreement was approximately $327.6 million. The fair value of the New Term Loan Credit Agreement is determined using current applicable rates for similar instruments as of the balance sheet date, a Level 2 measurement (as defined in "Note 19—Fair Value Measurements").

As of the end of the first quarter of fiscal year 2022, total borrowings, net of OID and financing costs, of $332.9 million remain outstanding under the New Term Loan Credit Agreement. During the three-month period ended April 30, 2022, we recognized $5.5 million of interest expense and recognized $0.3 million of OID and financing costs related to the New Term Loan Credit Agreement. The OID and financing costs are amortized over the New Term Loan Credit Agreement’s seven-year term and are reflected as a direct deduction of the face amount of the term loan in our condensed consolidated balance sheets. We recognize interest payments, together with amortization of the OID and financing costs, in interest expense in our condensed consolidated statements of operations and comprehensive income.

Term Loan Credit Agreement

On June 14, 2019, we entered into a term loan credit agreement (“Term Loan Credit Agreement”) with Cortland Capital Market Services LLC, as agent, KKR Credit Advisors (US) LLC, as structuring advisor, and the lenders party thereto (the “Lenders”). On September 17, 2020, we entered into an amended term loan credit agreement (“Amended Term Loan Credit Agreement”) with the Lenders, pursuant to which the definition of total debt used in the calculation of the maximum ratio of our total debt to EBITDA (as defined in the Amended Term Loan Credit Agreement) was amended. All other material terms of the Term Loan Credit Agreement remained substantially the same. In September 2020, in conjunction with the Amended Term Loan Credit Agreement, we prepaid $35.0 million of the outstanding Amended Term Loan Credit Agreement Principal (as defined below), associated accrued interest of $0.2 million and an amendment fee of $0.5 million. On June 14, 2021, we utilized the proceeds from the New Term Loan Credit Agreement to pay the remaining outstanding Amended Term Loan Credit Agreement Principal (as defined below) of $207.5 million, associated accrued interest of $1.2 million and a prepayment penalty of $2.1 million.

The Amended Term Loan Credit Agreement provided for term loans in an initial aggregate amount of $260.0 million (“Amended Term Loan Credit Agreement Principal”), which was recorded net of an original issue discount of $2.9 million and had a maturity date of December 14, 2024. In connection with the Term Loan Credit Agreement, we paid financing costs of approximately $4.6 million.

16

During the three-month period ended May 1, 2021, we recognized $4.1 million of interest expense and recognized $0.4 million of OID and financing costs related to the Amended Term Loan Credit Agreement. The OID and financing costs were amortized over the Amended Term Loan Credit Agreement’s contractual term and were reflected as a direct deduction of the face amount of the term loan in our condensed consolidated balance sheets. On June 14, 2021, upon repayment of the outstanding borrowings under the Amended Term Loan Credit Agreement, we wrote off $5.2 million of unamortized OID and financing costs and incurred a $2.1 million prepayment penalty. We recognize interest payments, OID and financing costs and the prepayment penalty in interest expense in our condensed consolidated statements of operations and comprehensive income.

Senior Secured Asset-Based Revolving Credit Facility

In May 2015, we entered into a credit agreement for a senior secured asset-based revolving credit facility (“Original ABL Facility”) of $50.0 million (subject to a borrowing base), with Bank of America, N.A. On October 23, 2017, we entered into an amended and restated credit agreement (“Existing ABL Facility”), which amended our Original ABL Facility. The Existing ABL Facility increased the aggregate commitments available under the Original ABL Facility from $50.0 million to $100.0 million (subject to a borrowing base); and increased our right to request additional commitments from up to $30.0 million to up to $30.0 million plus the aggregate principal amount of any permanent principal reductions we may take (subject to customary conditions precedent). On June 14, 2019, in conjunction with the Term Loan Credit Agreement, we entered into an amendment to the Existing ABL Facility (the “1st Amendment”). The 1st Amendment decreased the aggregate commitments available under the Existing ABL Facility from $100.0 million to $70.0 million (subject to a borrowing base), permitted indebtedness incurred pursuant to the Term Loan Credit Agreement and made certain other modifications. On September 4, 2019, we entered into another amendment to the Existing ABL Facility (the “2nd Amendment”). The 2nd Amendment permitted parent company financial statements to be used to satisfy reporting requirements and made certain other modifications. On June 14, 2021, in conjunction with the New Term Loan Credit Agreement, we entered into a third amendment to the Existing ABL Facility (the “3rd Amendment”), which amended our Existing ABL Facility, as amended. The 3rd Amendment increased the aggregate commitments available under the Existing ABL facility, as amended, from $70.0 million to $150.0 million (subject to a borrowing base) and extended the date upon which the principal amount outstanding of the loans would be due and payable in full from October 23, 2022 to June 14, 2026. All other material terms of the Existing ABL Facility, as amended, remain substantially the same as the previous agreements it replaced.

As of the end of the first quarter of fiscal year 2022, the applicable interest rate for borrowings under the Existing ABL Facility was approximately 4% per annum.

As of the end of the first quarter of fiscal year 2022, we were compliant with our debt covenants under the Existing ABL Facility, as amended.

As of the end of the first quarter of fiscal year 2022, the maximum restricted payment utilizing the Existing ABL Facility, as amended, that our subsidiaries could make from its net assets was $127.5 million.

We consider the carrying amounts of the Existing ABL Facility, as amended, to approximate fair value because of the variable interest rate of this facility, a Level 2 measurement (as defined in "Note 19—Fair Value Measurements").

Availability under the Existing ABL Facility, as amended, as of the end of the first quarter of fiscal year 2022 was $120.4 million, which reflects borrowings of $24.3 million. Availability under the Existing ABL Facility, as amended, at the end of fiscal year 2021 was $123.9 million, which reflects no borrowings. Standby letters of credit issued and outstanding were $5.3 million as of the end of the first quarter of fiscal year 2022 and $5.3 million as of the end of fiscal year 2021. During the third quarter of fiscal year 2017, we incurred $0.5 million of financing costs for the Existing ABL Facility, which were reduced in fiscal year 2019 by $0.1 million written off to account for the impact of our entry into the 1st Amendment. During the second quarter of fiscal year 2021, we incurred an additional $0.7 million of financing costs in connection with our entry into the 3rd Amendment. These financing costs, together with the unamortized financing costs of $0.1 million associated with the Original ABL Facility, are amortized over the five-year term of the Existing ABL Facility, as amended, and are reflected in prepaid expenses and other current assets and deposits and other noncurrent assets in our condensed consolidated balance sheets. During the three-month periods ended April 30, 2022 and May 1, 2021, amortization of financing costs for the Existing ABL Facility, as amended was not material. During the three-month periods ended April 30, 2022 and May 1, 2021, interest payments were $0.4 million and $0.1 million, respectively. We recognize amortization of financing costs and interest payments for the revolving credit facilities in interest expense in our condensed consolidated statements of operations and comprehensive income.

17

Note 13. Income Taxes

Effective Tax Rate

During the three-month periods ended April 30, 2022 and May 1, 2021, the provision for income taxes were $9.4 million and $8.1 million, respectively. The effective tax rates for the three-month periods ended April 30, 2022 and May 1, 2021, were 28.1% and 38.4%, respectively. The change in the effective tax rate for the three months ended April 30, 2022 as compared to the three months ended May 1, 2021 was primarily due to a decrease in the amount of non-deductible items associated with share-based compensation for incentive units relative to income before provision for income taxes for the three months ended April 30, 2022.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law, and has resulted in significant changes to the U.S. federal corporate tax law. The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses, temporary changes to the prior and future limitations on interest deductions, temporary suspension of certain payment requirements for the employer portion of Social Security taxes, technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property, and the creation of certain refundable employee retention credits. Additionally, several state and foreign jurisdictions have enacted additional legislation to comply with federal changes. On December 27, 2020, the Consolidated Appropriations Act (“CAA”) was enacted in further response to the COVID-19 pandemic. The CAA, among other things, revised certain tax measures enacted under the CARES Act, such as the deductibility of payroll tax credits, charitable contributions for corporate taxpayers, certain meals and entertainment expenses paid or incurred in calendar years 2022 and 2021, and employment retention credit claims. On March 11, 2021, the American Rescue Plan Act (“ARPA”) was signed into law with additional funding for COVID-19 pandemic relief. The ARPA includes the expansion of employment retention credit claims and other pandemic funding provisions. We have considered the applicable CARES Act, CAA and ARPA tax law changes in our tax provision for the period ended April 30, 2022 and continue to evaluate the impact of these tax law changes on future periods.

Uncertain Tax Positions

The amount of income taxes we pay is subject to ongoing audits by taxing authorities. Our estimate of the potential outcome of any uncertain tax issue is subject to our assessment of the relevant risks, facts and circumstances existing at the time. We believe that we have adequately provided for reasonably foreseeable outcomes related to these matters. However, our future results may include favorable or unfavorable adjustments to our estimated tax liabilities in the period the assessments are made or resolved, which may impact our effective tax rate. As of the end of the first quarter of fiscal year 2022, the total liability for income tax associated with unrecognized tax benefits, including interest and penalties, was $4.0 million ($3.5 million, net of federal benefit). As of the end of fiscal year 2021, the total liability for income tax associated with unrecognized tax benefits, including interest and penalties, was $4.0 million ($3.5 million, net of federal benefit). Our effective tax rate will be affected by any portion of this liability we may recognize.

We believe that it is reasonably possible that $0.3 million ($0.3 million net of federal benefit) of our liability for unrecognized tax benefits, of which the associated interest and penalties are not material, may be recognized in the next 12 months due to the expiration of statutes of limitations.

IT Asset Purchase Agreement with Hot Topic

In connection with the IT Asset Purchase Agreement, we generated a tax amortizable basis of the $29.5 million purchase price, amortizable over three years commencing in fiscal year 2019. We recorded the $26.0 million variance between the $3.5 million net book value and $29.5 million tax amortizable basis of the information technology assets in equity, net of $6.7 million deferred tax.

18

Note 14. Share-Based Compensation

Our share-based compensation expense, by award type, consists of the following (in thousands):

	Three Months Ended
	April 30, 2022		May 1, 2021
Restricted stock units	$	501	$	—
Restricted stock awards	1,677		—
Stock options	194		—
Employee stock purchase plan	108		—
Remeasurement adjustments for incentive units	—		39,779
Share-based compensation before income taxes	2,480		39,779
Income tax detriment	(288)		—
Net share based compensation expense	$	2,192	$	39,779

On June 22, 2021, in connection with our IPO, the board of directors (“Board”) adopted the Torrid Holdings Inc. 2021 Long-Term Incentive Plan (the “2021 LTIP”), for employees, consultants and directors. The 2021 LTIP provides for the grant of non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), stock awards, dividend equivalents, other stock-based awards, cash awards and substitute awards intended to align the interests of service providers, with those of our shareholders. As of the end of the first quarter of fiscal year 2022, 10,687,500 shares were authorized for issuance under the 2021 LTIP.

On June 22, 2021, in connection with our IPO, the Board adopted the Torrid Holdings Inc. 2021 Employee Stock Purchase Plan (the “ESPP”), intended to qualify under Section 423 of the U.S. Internal Revenue Code of 1986, as amended, in order to provide all of our eligible employees with a further incentive towards ensuring our success and accomplishing our corporate goals. The ESPP allows eligible employees to contribute up to 15% of their base earnings towards purchases of common stock, subject to an annual maximum. The purchase price is 85% of the lower of (i) the fair market value of the stock on the date of enrollment and (ii) the fair market value of the stock on the last day of the related purchase period. As of the end of the first quarter of fiscal year 2022, 3,650,000 shares were authorized for issuance under the ESPP.

Incentive Units

Prior to the IPO, Torrid Holding LLC issued 13,660,000 Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J Torrid incentive units, in the aggregate, net of forfeitures, to certain members of our management.

We recognized the impact of share-based compensation associated with incentive units issued by Torrid Holding LLC in selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive income. The share-based compensation expense and related capital contribution are reflected in our condensed consolidated financial statements as these awards were deemed to be for our benefit. The intent of the incentive units was to provide profit-sharing opportunities to management rather than equity ownership in our then parent, Torrid Holding LLC. The incentive units did not have any voting or distribution rights and contained a repurchase feature, whereby upon termination, Torrid Holding LLC had the right to purchase from former employees any or all of the vested incentive units at fair value. In addition, although the fair value of the incentive units was determined through an option pricing methodology that utilized the possible equity values of Torrid Holding LLC, the settlement amounts and method of settlement of the incentive units were at the discretion of the Board. Based on these aforementioned features and characteristics, we determined that the incentive units were in-substance liabilities accounted for as liability instruments in accordance with ASC 710, Compensation. The incentive units were remeasured based on the fair value of the awards at the end of each reporting period. We recorded the expense associated with changes in the fair value of these incentive units as a capital contribution from our former parent, Torrid Holding LLC, as our former parent is the legal obligor for the incentive units.

The incentive units were valued utilizing a contingent claims analysis (“CCA”) methodology based on a Black-Scholes option pricing model (“OPM”). Under the OPM, each class of incentive units was modeled as a call option with a unique claim on the assets of Torrid Holding LLC. The characteristics of each class of incentive units determined the uniqueness of the claim on the assets of Torrid Holding LLC. The OPM used to value the incentive units incorporated various assumptions, including the time to liquidity event, equity volatility and risk-free interest rate of return. Equity volatility was based on the historical volatilities of comparable publicly traded companies for the time horizon equal to the time to the anticipated liquidity event; and the risk-free interest rate was for a term corresponding to the time to liquidity event. The assumptions underlying the valuation

19

of the incentive units represented our best estimates, which involved inherent uncertainties and the application of our judgement. The most recent remeasurement of the fair value of the incentive units utilizing the CCA methodology was performed as of May 1, 2021.

During the second quarter of fiscal year 2021, we recorded a share-based compensation expense remeasurement adjustment of $111.4 million related to the increase in the value of the incentive units as indicated by the Torrid Holding LLC equity value as of June 30, 2021, following the pricing of our IPO. The vested portion of the incentive units was exchanged for 13,353,122 shares of our common stock of an equivalent fair value as the vested incentive units and the unvested portion was cancelled. As such, the fair value of these incentive units is no longer recognized in our condensed consolidated statement of operations and comprehensive income.

During the three-month period ended May 1, 2021, we recognized share-based compensation expense of $39.8 million, primarily due to an increase in the Torrid Holding LLC equity value.

IPO Awards

Pursuant to the agreements we entered into with certain members of our management, upon completion of the IPO, such employees received one-time grants of RSUs (“IPO Awards”) in an aggregate amount equal to $5.7 million. 50% of the IPO Awards were fully vested on the date of grant, and the remaining 50% will vest in equal installments on the first, second and third anniversaries of the date of our IPO. These members of our management must remain employed by us through each vesting date in order to vest in the applicable portions of their IPO Awards. Consequently, we recognized $2.8 million of share-based compensation expense related to these IPO Awards upon the consummation of our IPO with the remainder recognized over the three-year vesting period.

RSUs

RSUs are awarded to certain employees, non-employee directors and consultants and entitle the grantee to receive shares of common stock at the end of a vesting period, subject to the employee's continued employment or service as a director or consultant. 50% of the RSUs granted as IPO Awards fully vested on the date of grant, and the remaining 50% will vest in equal installments on the first, second and third anniversaries of the date of grant. In general, the remaining RSUs vest in equal installments each year over 4 years.

RSU activity under the 2021 LTIP consists of the following (in thousands except per share amounts):

	Shares	Weighted average grant date fair value per share
Nonvested, January 29, 2022	278	$	26.75
Granted	249	$	6.06
Vested	—
Forfeited	(14)	$	27.00
Nonvested, April 30, 2022	513	$	16.59

As of the end of the first quarter of fiscal year 2022, unrecognized compensation expense related to unvested RSUs was $6.8 million, which is expected to be recognized over a weighted average period of approximately 3.3 years.

Restricted Stock Awards

Restricted stock awards are awarded to certain employees, non-employee directors and consultants, subject to the employee's continued employment or service as a director or consultant. Restricted stock awards vest over periods ranging from 2 to 4 years, subject to the employee's continued employment or service as an employee, non-employee director or consultant, as applicable, on each vesting date.

20

Restricted stock award activity under the 2021 LTIP consists of the following (in thousands except per share amounts):

	Shares	Weighted average grant date fair value per share
Nonvested, January 29, 2022	532	$	27.00
Granted	—
Vested	(60)	$	27.00
Forfeited	—
Nonvested, April 30, 2022	472	$	27.00

As of the end of the first quarter of fiscal year 2022, unrecognized compensation expense related to unvested restricted stock awards was $12.1 million, which is expected to be recognized over a weighted average period of approximately 2.0 years.

Stock Options

Stock options generally vest in equal installments each year over 4 years and generally expire 10 years from the grant date.

Stock option activity under the 2021 LTIP consists of the following (in thousands except per share and contractual life amounts):

	Shares	Weighted average exercise price per share		Weighted average remaining contractual life (years)	Aggregate intrinsic value
Outstanding, January 29, 2022	337	$	21.03	9.4	$	—
Granted	440	$	6.06
Exercised	—
Expired / forfeited	(28)	$	21.00
Outstanding, April 30, 2022	749	$	12.21	9.6	$	—
Exercisable, April 30, 2022	—

The weighted average grant date fair value of stock option awards granted during the three-month period ended April 30, 2022 was $3.43 per option and was estimated at the grant date using the Black-Scholes option pricing model with the following weighted average assumptions:

Dividend yield	—		%
Expected volatility(1)	57.9		%
Risk-free interest rate(2)	2.41		%
Expected term(3)	6.25 years
Grant date fair value per share	$	6.06

(1)     The expected volatility is estimated based on the historical volatility of a select peer group of similar publicly traded companies for a term that is consistent with the expected term of the stock options.

(2)    The risk-free interest rates are based on the U.S. Treasury constant maturity interest rate whose term is consistent with the expected term of the stock options.

(3)    The expected term of the stock options represents the estimated period of time until exercise and is calculated using the simplified method.

As of the end of the first quarter of fiscal year 2022, unrecognized compensation expense related to unvested stock options was $4.2 million, which is expected to be recognized over a weighted average period of approximately 3.7 years.

21

Note 15. Commitments and Contingencies

Litigation

From time to time, we are involved in matters of litigation that arise in the ordinary course of business. Though significant litigation or awards against us could seriously harm our business and financial results, we do not at this time expect any of our pending matters of litigation to have a material adverse effect on our overall financial condition.

Indemnities, Commitments and Guarantees

During the ordinary course of business, we have made certain indemnities, commitments and guarantees under which we may be required to make payments in relation to certain transactions. These indemnities include those given to various lessors in connection with facility leases for certain claims arising from such facility or lease and indemnities to our board of directors and officers to the maximum extent permitted. Commitments include those given to various merchandise vendors and suppliers. From time to time, we have issued guarantees in the form of standby letters of credit as security for workers’ compensation claims (our letters of credit are discussed in more detail in “Note 12—Debt Financing Arrangements”). The durations of these indemnities, commitments and guarantees vary. Some of these indemnities, commitments and guarantees do not provide for any limitation of the maximum potential future payments we could be obligated to make. We have not recorded any liability for these indemnities, commitments and guarantees in the accompanying condensed consolidated financial statements as no demands have been made upon us to provide indemnification under such agreements and there are no claims that we are aware of that could have a material effect on our condensed consolidated financial statements.

Note 16. Stockholders' Deficit

Torrid was formed on October 29, 2019 and capitalized on February 20, 2020. Torrid is authorized to issue 1.0 billion shares of common stock at $0.01 par value, and 5.0 million shares of preferred stock at $0.01 par value. Torrid had 104,977,755 shares of common stock and no shares of preferred stock issued and outstanding as of April 30, 2022. Historical periods prior to the formation of Torrid have been revised to reflect our current capital structure.

On June 22, 2021, Torrid's stockholder approved an amendment to Torrid's certificate of incorporation to (i) effect a 110,000-for-1 stock split of all shares of the issued and outstanding common stock, which was effected on June 22, 2021 and (ii) authorize 5.0 million shares of preferred stock. All share and per-share data in the financial statements and notes to the financial statements has been retroactively adjusted to reflect the stock split for all periods presented. The par value of the common stock was not adjusted as a result of the stock split.

Note 17. Share Repurchases

On December 6, 2021, the Board authorized a new share repurchase program under which we may purchase up to $100.0 million of our outstanding common stock. Repurchases may be made from time to time, depending upon a variety of factors, including share price, corporate and regulatory requirements, and other market and business conditions, as determined by us. We may purchase shares of our common stock in the open market at current market prices at the time of purchase, in privately negotiated transactions, or by other means. The authorization does not, however, obligate us to acquire any particular amount of shares, and the share repurchase program may be suspended or terminated at any time at our discretion. As of April 30, 2022, we had approximately $53.8 million remaining under the repurchase program.

Share repurchase activity consists of the following (in thousands except share and per share amounts):

	Three Months Ended
	April 30, 2022		May 1, 2021
Number of shares repurchased	2,918,556		—
Total cost	$	22,865	$	—
Average per share cost including commissions	$	7.83	$	—

We have elected to retire shares repurchased to date. Shares retired become part of the pool of authorized but unissued shares. We have elected to record the purchase price of the retired shares in excess of par value, including transaction costs, directly as an increase in accumulated deficit. As of April 30, 2022, $0.6 million of share repurchases were included in accrued and other current liabilities in our condensed consolidated balance sheets as these repurchase transactions had not yet settled.

22

Note 18. Earnings Per Share

Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share is applicable only in periods of net income and is computed by dividing net income by the weighted average number of common shares outstanding for the period, inclusive of potentially dilutive common share equivalents outstanding for the period. Periods of net loss require the diluted computation to be the same as the basic computation. There were approximately 17.0 thousand potentially dilutive common share equivalents outstanding during the three-month period ended April 30, 2022 that were included in the computation of diluted earnings per share. There was an aggregate of approximately 1.3 million potentially dilutive common share equivalents outstanding during the three-month period ended April 30, 2022, but were not included in the computation of diluted earnings per share because their effect would have been anti-dilutive. For the three-month period ended May 1, 2021, there were no potentially dilutive common share equivalents outstanding and there were no potentially dilutive common share equivalents that were not included in the computation of diluted earnings per share.

Note 19. Fair Value Measurements

We carry certain of our assets and liabilities at fair value in accordance with GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

Valuation techniques used to measure fair value require us to maximize the use of observable inputs and minimize the use of unobservable inputs. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Observable inputs, other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices for similar assets or liabilities in markets that are not active; or other inputs other than quoted prices that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities, including interest rates and yield curves, and market corroborated inputs.

Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These are valued based on our estimates and assumptions that market participants would use in pricing the asset or liability.

Financial assets and liabilities measured at fair value on a recurring basis as of the end of the first quarter of fiscal year 2022 consisted of the following (in thousands):

	April 30, 2022		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)	$	26	$	26	$	—	$	—
Total assets	$	26	$	26	$	—	$	—
Liabilities:
Deferred compensation plan liability (noncurrent)	$	5,685	$	—	$	5,685	$	—
Total liabilities	$	5,685	$	—	$	5,685	$	—

23

Financial assets and liabilities measured at fair value on a recurring basis as of the end of fiscal year 2021 consisted of the following (in thousands):

	January 29, 2022		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)	$	11,411	$	11,411	$	—	$	—
Total assets	$	11,411	$	11,411	$	—	$	—
Liabilities:
Deferred compensation plan liability (noncurrent)	$	6,873	$	—	$	6,873	$	—
Total liabilities	$	6,873	$	—	$	6,873	$	—

The fair value of our money market funds is based on quoted prices in active markets. The deferred compensation plan liability represents the amount that would be earned by participants if the funds were invested in securities traded in active markets. The fair value of the deferred compensation plan liability is determined based on quoted prices of similar assets that are traded in observable markets, or represents the cash withheld by participants prior to any investment activity.

Note 20. Private Label Credit Card

We have an agreement with a third party to provide customers with private label credit cards (“Credit Card Agreement”). Each private label credit card bears the logo of the Torrid brand and can only be used at our store locations and on www.torrid.com. A third-party financing company is the sole owner of the accounts issued under the private label credit card program and absorbs the losses associated with non-payment by the private label card holders and a portion of any fraudulent usage of the accounts. Pursuant to the Credit Card Agreement, we receive marketing and promotional funds from the third-party financing company for certain expenses we incur based on usage of the private label credit cards. These marketing and promotional funds are recorded as a reduction in selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive income. During the three-month periods ended April 30, 2022 and May 1, 2021, these funds amounted to $4.8 million and $4.6 million, respectively, related to these private label credit cards.

Note 21. Deferred Compensation Plan

On August 1, 2015, we established the Torrid LLC Management Deferred Compensation Plan (“Deferred Compensation Plan”) for the purpose of providing highly compensated employees a program to meet their financial planning needs. The Deferred Compensation Plan provides participants with the opportunity to defer up to 80% of their base salary and up to 100% of their annual earned bonus, all of which, together with the associated investment returns, are 100% vested from the outset. The Deferred Compensation Plan is designed to be exempt from most provisions of the Employee Retirement Security Act of 1974, as amended. All deferrals and associated earnings are our general unsecured obligations. We may at our discretion contribute certain amounts to eligible employees’ accounts. To the extent participants are ineligible to receive contributions from participation in our 401(k) Plan (as defined in “Note 22—Employee Benefit Plan”), we may contribute 50% of the first 4% of participants’ eligible contributions into their Deferred Compensation Plan accounts. As of the end of the first quarter of fiscal year 2022 and as of the end of fiscal year 2021, we did not have any assets of the Deferred Compensation Plan and the associated liabilities were $6.6 million and $7.2 million, respectively, included in our condensed consolidated balance sheets. As of the end of the first quarter of fiscal year 2022, $0.9 million of the $6.6 million Deferred Compensation Plan liabilities were included in accrued and other current liabilities in our condensed consolidated balance sheets. As of the end of fiscal year 2021, $0.4 million of the $7.2 million Deferred Compensation Plan Liabilities were included in accrued and other current liabilities in our condensed consolidated balance sheets.

Note 22. Employee Benefit Plan

On August 1, 2015, we adopted the Torrid 401(k) Plan (“401(k) Plan”). All employees who have been employed by us for at least 200 hours and are at least 21 years of age are eligible to participate. Employees may contribute up to 80% of their eligible compensation to the 401(k) Plan, subject to a statutorily prescribed annual limit. We may at our discretion contribute certain amounts to eligible employees’ accounts. We may contribute 50% of the first 4% of participants’ eligible contributions into their 401(k) Plan accounts. During the three-month periods ended April 30, 2022 and May 1, 2021, we contributed $0.2 million and $0.2 million, respectively, to eligible employees’ 401(k) Plan accounts.

24

Note 23. Subsequent Events

Subsequent to April 30, 2022 and through June 6, 2022, we repurchased an additional 1.4 million shares of common stock for $7.9 million.

25

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity and cash flows of our Company as of and for the periods presented below. The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those discussed below and elsewhere in this Quarterly Report on Form 10-Q, particularly in the section entitled “Risk Factors.”

Overview

Torrid is a direct-to-consumer brand of apparel, intimates and accessories in North America, targeting the 25- to 40-year old woman who is curvy and wears 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. Our proprietary product offering delivers a superior fit for the curvy woman that makes her love the way she looks and feels. Our style is unapologetically youthful and sexy and we are maniacally focused on fit. We believe our customer values the appeal and versatility of our curated product assortment that helps her look her best for any occasion, including weekend, casual, work and dressy, all at accessible price points. Through our product and brand experience we connect with customers in a way that other brands, many of which treat plus-size customers as an after-thought, have not.

Key Financial and Operating Metrics

We use the following metrics to assess the progress of our business, inform how we allocate our time and capital, and assess the near-term and longer-term performance of our business.

	April 30, 2022	May 1, 2021
Number of stores (as of end of period)	625	608

	Three Months Ended
	(in thousands, except percentages)
	April 30, 2022			May 1, 2021
Comparable sales(A)	(2)		%	108		%
Net income	$	24,066		$	12,925
Adjusted EBITDA(B)	$	51,779		$	75,711

(A)The computation of comparable sales includes results from stores that were temporarily closed due to COVID-19.

(B)Please refer to "Results of Operations" for a reconciliation of net income to Adjusted EBITDA.

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 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. The computation of comparable sales includes results from stores that were temporarily closed due to COVID-19. Partial fiscal months are excluded from the computation of comparable sales. Comparable sales allow us to evaluate how our unified commerce business is performing exclusive of the effects of new store openings. 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.

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.

Adjusted EBITDA. Adjusted EBITDA is a supplemental measure of our operating performance that is neither required by, nor presented in accordance with GAAP and our calculation 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,

26

net of other (income) expense, plus provision for less (benefit from) 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 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. Among other limitations, Adjusted EBITDA does not reflect:

•interest expense;

•interest income, net of other (income) expense;

•provision for income taxes;

•depreciation and amortization;

•share-based compensation;

•non-cash deductions and charges; and

•other expenses.

Factors Affecting Our Performance

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 Quarterly Report on Form 10-Q in the section titled “Risk Factors.”

Customer Acquisition and Retention. Our success is impacted not only by efficient and profitable customer acquisition, but also by our ability to retain customers and encourage repeat purchases. It is important to maintain reasonable costs for these marketing efforts relative to the net sales and profit we expect to derive from customers. Failure to effectively attract customers on a cost-efficient basis would adversely impact our profitability and operating results. New requirements for consumer disclosures regarding privacy practices, and new application tracking transparency framework that requires opt-in consent for certain types of tracking were implemented by third party providers in 2021 which has increased the difficulty and cost of acquiring and retaining customers. These changes may adversely affect our results of operations.

Customer Migration from Single to Omni-channel. We have a history of converting customers from single-channel customers to omni-channel customers, defined as active customers who shopped both online and in-store within the last twelve months. Customers that shop across multiple channels purchase from us more frequently and, spent approximately 3.4 times more per year than our single-channel customer.

Overall Economic Trends. Consumer purchases of clothing generally remain constant or may increase during stable economic periods and decline during recessionary periods and other periods when disposable income is adversely affected. Consequently, our results of operations during any given period are often impacted by the overall economic conditions in the markets which we operate. Additionally, the COVID-19 pandemic may continue to have a materially adverse impact on the macroeconomic environment in the United States as well as our results of operations.

Demographic Changes. Our business has experienced growth over recent periods due, in part, to an increase in the plus-size population. Slower or negative growth in this demographic, in particular among women ages 25 to 40, specific to certain geographic markets, income levels or overall, could adversely affect our results of operations.

Growth in Brand Awareness. We intend to continue investing in our brand, with a specific focus on growing brand awareness, customer engagement, and conversion through targeted investments in performance and brand marketing. We have made significant historical investments to strengthen the Torrid brand through our marketing efforts, brand partnerships, events

27

and expansion of our social media presence. If we fail to cost-effectively promote our brand or convert impressions into new customers, our net sales growth and profitability may be adversely affected.

Inventory Management. Our strategy is built around a base of core products that provide our customer with year round style. At the same time, we introduce new lines of merchandise approximately 16 times per year, thus providing a consistent flow of fresh merchandise to keep our customer engaged, encourage repeat business and attract new customers. We employ a data-driven approach to design and product development, proactively and quickly incorporating sales and operational performance information alongside customer feedback from thousands of product reviews. We engage in ongoing dialogue with customers through social media and customer surveys. Shifts in inventory levels may result in fluctuations in the amount of regular price sales, markdowns, and merchandise mix, as well as gross margin.

Impact of COVID-19. The COVID-19 pandemic has caused general business disruption worldwide. The full extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations, cash flows, and financial condition will depend on future developments that are uncertain. A resurgence in the pandemic or the emergence of new variants of the coronavirus could have a negative impact on our business including, but not limited to, new closure requirements with respect to some or all of our physical locations, changes in consumer behavior, difficulties attracting and retaining employees and supply chain disruptions.

Investments. We have invested significantly to strengthen our business, including augmenting leadership across our organization and enhancing our infrastructure and technology, and have delivered significant growth as a result. In order to realize such 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 will also continue to selectively expand our store footprint and 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.

Seasonality. While seasonality frequently impacts businesses in the retail sector, our business is generally not seasonal. Accordingly, our net sales do not fluctuate as significantly as those of other brands and retailers from quarter to quarter and any modest seasonal effect does not significantly change the underlying trends in our business. Additionally, we do not generate an outsized share of our net sales or Adjusted EBITDA during the holiday season. Typically, our Adjusted EBITDA generation is strongest in the first half of the year as we benefit from more favorable merchandise margins, lower advertising and lower shipping expenses relative to the second half of the year. The lack of net sales seasonality provides structural cost advantages relative to peers, including reduced staffing cyclicality and seasonal distribution capacity needs.

Components of Our Results of Operations

Net Sales. Net sales reflects our revenues from the sale of our merchandise, shipping and handling revenue received from e-Commerce sales and gift card breakage income, less returns, discounts and loyalty points/awards. Revenue from our stores is recognized at the time of sale and revenue from our e-Commerce channel is recognized upon shipment of the merchandise to the home of the customer; except in cases where the merchandise is shipped to a store and revenue is recognized when the customer retrieves the merchandise from the store. Net sales are impacted by the size of our active customer base, product assortment and availability, marketing and promotional activities and the spending habits of our customers. Net sales are also impacted by the migration of single-channel customers (i.e., customers shopping only in-store or online) to omni-channel customers (i.e., customers shopping both in-store and online), who on average spend significantly more than single-channel customers in a given year.

Gross Profit. Gross profit is equal to our net sales less cost of goods sold. Our cost of goods sold includes merchandise costs, freight, inventory shrinkage, payroll expenses associated with the merchandising department, distribution center expenses and store occupancy expenses, including rent, common area maintenance charges, real estate taxes and depreciation. Merchandising payroll costs and store occupancy costs included within cost of goods sold are largely fixed and do not necessarily increase as volume increases. We review our inventory levels on an ongoing basis in order to identify slow-moving merchandise and generally use markdowns to clear that merchandise. The timing and level of markdowns are driven primarily by customer acceptance of our merchandise. The primary drivers of our merchandise costs include the raw materials, labor in the countries where we source our merchandise, customs duties, and logistics costs.

Selling, General and Administrative Expenses. Selling, general and administrative expenses include all operating costs not included in cost of goods sold or marketing expenses. Our historical revenue growth has been accompanied by increased selling, general and administrative expenses. For instance, we continue to make payroll investments to support our growth.

28

Marketing Expenses. We continue to make investments in marketing in an effort to grow and retain our active customer base and increase our brand awareness. Marketing expenses consist primarily of (i) targeted online performance marketing costs, such as retargeting, paid search/product listing advertising, and social media advertisements, (ii) store and brand marketing, public relations and photographic production designed to acquire, retain and remain connected to customers and (iii) payroll and benefits expenses associated with our marketing team.

Interest Expense. Interest expense consists primarily of interest expense and other fees associated with our Existing ABL Facility, as amended and New Term Loan Credit Agreement.

Provision for Income Taxes. Our provision for income taxes primarily consists of an estimate of federal and state income taxes based on enacted federal and state tax rates, as adjusted for allowable credits, deductions and uncertain tax positions.

Results of Operations

Three-Months Ended April 30, 2022 Compared to Three-Months Ended May 1, 2021

The following table summarizes our consolidated results of operations for the periods indicated (dollars in thousands):

	Three Months Ended
	April 30, 2022		% of Net Sales		May 1, 2021		% of Net Sales
Net sales	$	328,409	100.0	%	$	325,747	100.0	%
Cost of goods sold	203,263		61.9	%	180,815		55.5	%
Gross profit	125,146		38.1	%	144,932		44.5	%
Selling, general and administrative expenses	67,431		20.5	%	109,913		33.8	%
Marketing expenses	17,974		5.5	%	9,525		2.9	%
Income from operations	39,741		12.1	%	25,494		7.8	%
Interest expense	6,264		1.9	%	4,624		1.4	%
Interest income, net of other expense (income)	28		0.0	%	(109)		(0.0)	%
Income before provision for income taxes	33,449		10.2	%	20,979		6.4	%
Provision for income taxes	9,383		2.9	%	8,054		2.4	%
Net income	$	24,066	7.3	%	$	12,925	4.0	%

The following table provides a reconciliation of net income to Adjusted EBITDA for the periods presented (dollars in thousands):

	Three Months Ended
	April 30, 2022		May 1, 2021
Net income	$	24,066	$	12,925
Interest expense	6,264		4,624
Interest income, net of other expense (income)	28		(109)
Provision for income taxes	9,383		8,054
Depreciation and amortization(A)	9,261		8,569
Share-based compensation(B)	2,480		39,779
Non-cash deductions and charges(C)	309		35
Other expenses(D)	(12)		1,834
Adjusted EBITDA	$	51,779	$	75,711

(A)Depreciation and amortization excludes amortization of debt issuance costs and original issue discount that are reflected in interest expense.

(B)Prior to the consummation of our IPO on July 6, 2021, share-based compensation was determined based on the remeasurement of our liability-classified incentive units.

(C)Non-cash deductions and charges includes losses on property and equipment disposals and the net impact of non-cash rent expense.

(D)Other expenses include IPO-related transaction 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.

29

Net Sales

Net sales increased $2.7 million, or 0.8%, to $328.4 million for the three months ended April 30, 2022, from $325.7 million for the three months ended May 1, 2021. This increase was primarily driven by an increase in sales transactions, partially offset by a decrease in average sales transaction value relative to the three months ended May 1, 2021 as a result of increased promotional activity. The total number of stores we operate increased by 17 stores, or 2.8%, to 625 stores as of April 30, 2022, from 608 stores as of May 1, 2021.

Gross Profit

Gross profit for the three months ended April 30, 2022 decreased $19.8 million, or 13.7%, to $125.1 million, from $144.9 million for the three months ended May 1, 2021. This decrease was primarily due to higher net sales volumes associated with the increase in sales transactions and an increase in product costs that resulted in a $19.1 million decrease in merchandise margin. Gross profit as a percentage of net sales decreased 6.4% to 38.1% for the three months ended April 30, 2022 from 44.5% for the three months ended May 1, 2021. This decrease was primarily driven by lower merchandise margin rate driven by increased promotional activity, product costs and e-Commerce shipping costs, increased distribution costs, merchandising payroll costs and store depreciation expense, partially offset by decreased store occupancy costs.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended April 30, 2022 decreased $42.5 million, or 38.7%, to $67.4 million, from $109.9 million for the three months ended May 1, 2021. The decrease was primarily due to a $37.3 million decrease in share-based compensation expense and a $13.5 million decrease in performance bonuses, partially offset by increases in store and e-Commerce payroll costs of $5.6 million, other store operating costs of $2.0 million and headquarters general and administrative expenses of $0.6 million. The decrease in share-based compensation expense during the three months ended April 30, 2022 was due to an increase in the Torrid Holding LLC equity value during the three months ended May 1, 2021. Selling, general and administrative expenses as a percentage of net sales decreased by 13.3% to 20.5% for the three months ended April 30, 2022 from 33.8% for the three months ended May 1, 2021. This decrease was driven by decreased share-based compensation and performance bonuses, partially offset by increases in store payroll costs, other store operating costs and headquarters general and administrative expenses.

Marketing Expenses

Marketing expenses for the three months ended April 30, 2022 increased $8.4 million, or 88.7%, to $18.0 million, from $9.5 million for the three months ended May 1, 2021. This increase was primarily due to increased television, digital, store and brand marketing, partially offset by decreased direct mail program spend. Marketing expenses as a percentage of net sales increased by 2.6% to 5.5% during the three months ended April 30, 2022 from 2.9% during the three months ended May 1, 2021. This increase was driven by increased television, digital, store and brand marketing, partially offset by decreased direct mail program spend.

Interest Expense

Interest expense was $6.3 million for the three months ended April 30, 2022, compared to $4.6 million for the three months ended May 1, 2021. The increase was primarily due to an increase in the total borrowings outstanding related to the New Term Loan Credit Agreement and Existing ABL, as amended, as of April 30, 2022 compared to the total borrowings outstanding related to the Amended Term Loan Credit Agreement and Existing ABL, as amended, as of May 1, 2021.

Provision for Income Taxes

The provision for income taxes for the three months ended April 30, 2022 increased by $1.3 million to $9.4 million, from $8.1 million for the three months ended May 1, 2021. Our effective tax rate was 28.1% for the three months ended April 30, 2022 and 38.4% for the three months ended May 1, 2021. The change in the effective tax rate for the three months ended April 30, 2022 as compared to the three months ended May 1, 2021 was primarily due to a $37.3 million decrease in the amount of non-deductible items associated with share-based compensation for incentive units relative to income before provision for income taxes for the three months ended April 30, 2022. The decrease in the amount of non-deductible items associated with share-based compensation during the three months ended April 30, 2022 was due to an increase in the Torrid Holding LLC equity value during the three months ended May 1, 2021.

30

Liquidity and Capital Resources

General

Our business relies on cash flows from operations as our primary source of liquidity. We do, however, have access to additional liquidity, if needed, through borrowings under our Existing ABL Facility, as amended. Availability under the Existing ABL Facility, as amended, as of the end of the first quarter of fiscal year 2022 was $120.4 million, which reflects borrowings of $24.3 million. Our primary cash needs are for merchandise inventories, payroll, rent for our stores, headquarters and distribution center, capital expenditures associated with opening new stores and updating existing stores, logistics and information technology. We also need cash to make discretionary repurchases of our common stock, and fund our interest and principal payments on the New Term Loan Credit Agreement. Additional future liquidity needs will include funding the costs of operating as a public company. The most significant components of our working capital are cash and cash equivalents, merchandise inventories, prepaid expenses and other current assets, accounts payable and accrued and other current liabilities. We believe that cash generated from operations and the availability of borrowings under our Existing ABL Facility, as amended, or other financing arrangements will be sufficient to meet working capital requirements and anticipated capital expenditures for at least the next 12 months. There can be no assurance, however, that our business will generate sufficient cash flows from operations or that future borrowings will be available under our Existing ABL Facility, as amended, or otherwise to enable us to service our indebtedness, or to make capital expenditures in the future. Our future operating performance and our ability to service or extend our indebtedness will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control.

Cash Flow Analysis

A summary of operating, investing and financing activities are shown in the following table (dollars in thousands):

	Three Months Ended
	April 30, 2022		May 1, 2021
Net cash provided by operating activities	$	9,173	$	73,834
Net cash used in investing activities	(6,761)		(2,786)
Net cash used in financing activities	(6,602)		(3,250)

Net Cash Provided By Operating Activities

Operating activities consist primarily of net income adjusted for non-cash items, including depreciation and amortization and share-based compensation, the effect of working capital changes, taxes paid and lease incentives received from landlords.

Net cash provided by operating activities during the three months ended April 30, 2022 was $9.2 million compared to $73.8 million during the three months ended May 1, 2021. The decrease in cash provided by operating activities during the three months ended April 30, 2022 was primarily as a result of decreases in accrued and other current liabilities and share-based compensation expense added back to cash provided by operating activities as a non-cash adjustment, and lower increases in accounts payable and income taxes payable. The decrease in accrued and other current liabilities was primarily as a result of decreases in accrued payroll and related expenses and accrued inventory-in-transit. The decrease in share-based compensation expense during the three months ended April 30, 2022 was due to an in increase in Torrid Holding LLC's equity value during the three months ended May 1, 2021. The decrease in cash provided by operating activities was also as a result of an increase in inventory purchases during the three months ended April 30, 2022. The decrease in cash provided by operating activities was partially offset by increases in net income and amounts due to related parties, a decrease in prepaid income taxes and a lower decrease in operating lease liabilities.

Net Cash Used In Investing Activities

Typical investing activities consist primarily of capital expenditures for growth (new store openings, relocations and major remodels), store maintenance (minor store remodels and investments in store fixtures), and infrastructure to support the business related primarily to information technology, our headquarters facility and our West Jefferson, Ohio distribution center.

Net cash flows used in investing activities during the three months ended April 30, 2022 was $6.8 million compared to $2.8 million during the three months ended May 1, 2021. The increase in cash used in investing activities was primarily as a result of an increase in capital expenditures related to the opening of new stores and store relocations and investments in our

31

West Jefferson, Ohio distribution center during the three months ended April 30, 2022 compared to the three months ended May 1, 2021.

Net Cash Used In Financing Activities

Financing activities consist primarily of (i) borrowings and repayments related to our Existing ABL Facility, as amended, (ii) borrowings and repayments related to the New Term Loan Credit Agreement and (iii) repurchases and retirement of our common stock.

Net cash used in financing activities during the three months ended April 30, 2022 was $6.6 million compared to $3.3 million during the three months ended May 1, 2021. The increase in net cash used in financing activities is primarily as a result of the following activities during the three months ended April 30, 2022: (i) payments of $22.2 million for repurchases and retirement of common stock and (ii) principal payments on the New Term Loan Credit Agreement of $8.8 million, partially offset by $24.3 million net borrowing from the Existing ABL Facility, as amended.

Debt Financing Arrangements

As of April 30, 2022, we had $332.9 million of outstanding indebtedness, net of unamortized original issue discount and debt financing costs, consisting of term loans under the New Term Loan Credit Agreement. As of April 30, 2022, we had $24.3 million of borrowings under the Existing ABL Facility, as amended. Please refer to "Note 12—Debt Financing Arrangements" for further discussion regarding our indebtedness.

Critical Accounting Policies and Significant Estimates

There have been no material changes to our critical accounting policies and estimates as discussed in our Annual Report on Form 10-K for the fiscal year ended January 29, 2022.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our market risk profile as of January 29, 2022, is disclosed in our Annual Report on Form 10-K and has not materially changed. Please refer to "Note 12—Debt Financing Arrangements" for further discussion regarding our indebtedness.

Item 4. Controls and Procedures

Management’s Evaluation of Disclosure Controls and Procedures

We, under the supervision of and with the participation of our management, including our Chief Executive Officer and Chief Accounting Officer, have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)). Based on that evaluation, our Chief Executive Officer and Chief Accounting Officer concluded that our disclosure controls and procedures are effective as of April 30, 2022, to ensure that information required to be disclosed in the reports that we file under the Exchange Act is recorded, processed, summarized and reported within time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Accounting Officer, as appropriate, to allow for timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes during the three months ended April 30, 2022 in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

32

Part II - Other Information

Item 1. Legal Proceedings

From time to time, we are subject to certain legal proceedings and claims in the ordinary course of business. We are not presently party to any legal proceedings the resolution of which we believe would have a material adverse effect on our business, financial condition, operating results or cash flows. We establish reserves for specific legal matters when we determine that the likelihood of an unfavorable outcome is probable and the loss is reasonably estimable.

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended January 29, 2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On December 6, 2021, the Board authorized a new share repurchase program under which we may purchase up to $100.0 million of our outstanding common stock. Repurchases may be made from time to time, depending upon a variety of factors, including share price, corporate and regulatory requirements, and other market and business conditions, as determined by us. We may purchase shares of our common stock in the open market at current market prices at the time of purchase, in privately negotiated transactions, or by other means. The authorization does not, however, obligate us to acquire any particular amount of shares, and the share repurchase program may be suspended or terminated at any time at our discretion. As of April 30, 2022, we had approximately $53.8 million remaining under the repurchase program.

The following is a summary of our repurchases of common shares during the three months ended April 30, 2022.

	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (In thousands)
January 30 - February 28	1,193,978	$	8.92	1,193,978	$	65,999.0
March 1 - March 31	1,072,739	$	7.70	1,072,739	$	57,741.5
April 1 - April 30	651,839	$	6.07	651,839	$	53,781.8
	2,918,556	$	7.83	2,918,556

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

33

Item 6. Exhibits

EXHIBIT INDEX

Exhibit Number	Description	Incorporated by Reference
		Form	Filing Date	Exhibit
3.1	Amended and Restated Certificate of Incorporation of Torrid Holdings Inc., dated July 6, 2021.	8-K	July 6, 2021	3.1
3.2	Amended and Restated Bylaws of Torrid Holdings Inc., dated as of July 6, 2021.	8-K	July 6, 2021	3.2
10.1+	Amendment No. 1 to Employment Agreement by and among Torrid LLC, Torrid Holdings Inc. and Elizabeth Muñoz, dated as of May 2, 2022	8-K	May 4, 2022	10.1
10.2+	Employment Agreement by and between Lisa M. Harper and Torrid Holdings Inc., dated as of May 3, 2022	8-K	May 4, 2022	10.2
10.3+	Performance Stock Unit Agreement by and between Lisa M. Harper and Torrid Holdings Inc., dated as of May 3, 2022	8-K	May 4, 2022	10.3
31.1*	Certification of the Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**	Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101*	Interactive Data Files (formatted in Inline XBRL)
104*	Cover Page Interactive Data Files (Embedded within the Inline XBRL document and included in Exhibit 101)

+	Indicates a management contract or compensatory plan or arrangement.
*	Filed herewith
**	Furnished herewith

34

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, thereunto duly authorized, in City of Industry, California on June 7, 2022.

Torrid Holdings Inc.
By:	/s/ Lisa Harper
Name:	Lisa Harper
Title:	Chief Executive Officer and Director
	(Principal Executive Officer)
By:	/s/ Chinwe Abaelu
Name:	Chinwe Abaelu
Title:	SVP, Chief Accounting Officer
	(Principal Financial and Accounting Officer)

35

EX-31.1

EXHIBIT 31.1

CERTIFICATION BY CHIEF EXECUTIVE OFFICER PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Lisa Harper, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Torrid Holdings Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)[omitted pursuant to Rules 13a-14(a) and 15d-14(a)]

(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

(d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 7, 2022    By:    /s/ Lisa Harper    

Lisa Harper

Chief Executive Officer
(Principal Executive Officer)

2

EX-31.2

EXHIBIT 31.2

CERTIFICATION BY CHIEF FINANCIAL OFFICER PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Chinwe Abaelu, certify that:

1.I have reviewed this Quarterly Report on Form 10-Q of Torrid Holdings Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)[omitted pursuant to Rules 13a-14(a) and 15d-14(a)]

(c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;

(d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 7, 2022    By:    /s/ Chinwe Abaelu    

Chinwe Abaelu

Chief Accounting Officer
(Principal Financial Officer)

2

EX-32.1

    EXHIBIT 32.1

CERTIFICATION BY CHIEF EXECUTIVE OFFICER PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of Torrid Holdings Inc. (the “Company”) on Form 10-Q for the period ended April 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Lisa Harper, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 7, 2022    By:    /s/ Lisa Harper    

Lisa Harper

Chief Executive Officer and Director
(Principal Executive Officer)

EX-32.2

EXHIBIT 32.2

CERTIFICATION BY CHIEF FINANCIAL OFFICER PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with this Quarterly Report of Torrid Holdings Inc. (the “Company”) on Form 10-Q for the period ended April 30, 2022 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Chinwe Abaelu, Chief Accounting Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(1)the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: June 7, 2022    By:    /s/ Chinwe Abaelu    

Chinwe Abaelu

Chief Accounting Officer
(Principal Financial Officer)

XML

Cover - shares	3 Months Ended
	Apr. 30, 2022	Jun. 03, 2022
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Apr. 30, 2022
Document Transition Report	false
Entity File Number	001-40571
Entity Registrant Name	TORRID HOLDINGS INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	84-3517567
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
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	CURV
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		103,673,835
Entity Central Index Key	0001792781
Current Fiscal Year End Date	--01-28
Document Fiscal Year Focus	2022
Document Fiscal Period Focus	Q1
Amendment Flag	false
Entity Emerging Growth Company	false

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands	Apr. 30, 2022	Jan. 29, 2022
Current assets:
Cash and cash equivalents	$ 24,813	$ 29,025
Restricted cash	262	262
Inventory	178,831	170,608
Prepaid expenses and other current assets	16,254	14,686
Prepaid income taxes	700	6,345
Total current assets	220,860	220,926
Property and equipment, net	124,188	127,565
Operating lease right-of-use assets	202,129	209,637
Deposits and other noncurrent assets	6,721	7,100
Deferred tax assets	4,873	4,873
Intangible asset	8,400	8,400
Total assets	567,171	578,501
Current liabilities:
Accounts payable	83,315	77,448
Accrued and other current liabilities	102,340	138,708
Operating lease liabilities	46,248	45,716
Borrowings under credit facility	24,300	0
Current portion of term loan	16,144	20,519
Due to related parties	19,920	14,622
Income taxes payable	3,114	0
Total current liabilities	295,381	297,013
Noncurrent operating lease liabilities	199,249	207,049
Term loan	316,805	320,841
Deferred compensation	5,685	6,873
Lease incentives and other noncurrent liabilities	4,907	5,044
Total liabilities	822,027	836,820
Commitments and contingencies (Note 15)
Stockholders' deficit
Common shares: $0.01 par value; 1,000,000,000 shares authorized; 104,977,755 shares issued and outstanding at April 30, 2022; 107,857,625 shares issued and outstanding at January 29, 2022	1,049	1,078
Additional paid-in capital	120,588	118,286
Accumulated deficit	(376,529)	(377,759)
Accumulated other comprehensive income	36	76
Total stockholders' deficit	(254,856)	(258,319)
Total liabilities and stockholders' deficit	$ 567,171	$ 578,501

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares	Apr. 30, 2022	Jan. 29, 2022
Statement of Financial Position [Abstract]
Common shares, par value (in USD per share)	$ 0.01
Common shares, authorized (in shares)	1,000,000,000.0
Common shares, issued (in shares)	104,977,755	107,857,625
Common shares, outstanding (in shares)	104,977,755	107,857,625

XML

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Apr. 30, 2022	May 01, 2021
Income Statement [Abstract]
Net sales	$ 328,409	$ 325,747
Cost of goods sold	203,263	180,815
Gross profit	125,146	144,932
Selling, general and administrative expenses	67,431	109,913
Marketing expenses	17,974	9,525
Income from operations	39,741	25,494
Interest expense	6,264	4,624
Interest income, net of other expense (income)	28	(109)
Income before provision for income taxes	33,449	20,979
Provision for income taxes	9,383	8,054
Net income	24,066	12,925
Comprehensive income:
Net income	24,066	12,925
Other comprehensive (loss) income:
Foreign currency translation adjustment	(40)	211
Total other comprehensive (loss) income	(40)	211
Comprehensive income	$ 24,026	$ 13,136
Net earnings per share:
Basic (in USD per share)	$ 0.23	$ 0.12
Diluted (in USD per share)	$ 0.23	$ 0.12
Weighted average number of shares:
Basic (in shares)	106,226	110,000
Diluted (in shares)	106,243	110,000

XML

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDER’S DEFICIT (UNAUDITED) - USD ($) $ in Thousands	Total	Common Shares	Additional Paid-In Capital	Accumulated Deficit	Accumulated Other Comprehensive (Loss) Income
Beginning balance (in shares) at Jan. 30, 2021		110,000,000
Beginning balance at Jan. 30, 2021	$ (63,173)	$ 1,100	$ 10,326	$ (74,591)	$ (8)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	12,925			12,925
Capital contribution from Torrid Holding LLC for incentive units	$ 39,779		39,779
Repurchases and retirement of common stock (in shares)	0
Repurchase and retirement of common stock	$ 0
Other comprehensive income (loss)	211				211
Ending balance (in shares) at May. 01, 2021		110,000,000
Ending balance at May. 01, 2021	$ (10,258)	$ 1,100	50,105	(61,666)	203
Beginning balance (in shares) at Jan. 29, 2022	107,857,625	107,858,000
Beginning balance at Jan. 29, 2022	$ (258,319)	$ 1,078	118,286	(377,759)	76
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net income	24,066			24,066
Issuance of common shares and withholding tax payments related to vesting of restricted stock units (in shares)		39,000
Issuance of common shares and withholding tax payments related to vesting of restricted stock awards	(178)		(178)
Share-based compensation	$ 2,480		2,480
Repurchases and retirement of common stock (in shares)	(2,918,556)	(2,919,000)
Repurchase and retirement of common stock	$ (22,865)	$ (29)		(22,836)
Other comprehensive income (loss)	$ (40)				(40)
Ending balance (in shares) at Apr. 30, 2022	104,977,755	104,978,000
Ending balance at Apr. 30, 2022	$ (254,856)	$ 1,049	$ 120,588	$ (376,529)	$ 36

XML

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands	3 Months Ended
	Apr. 30, 2022	May 01, 2021
OPERATING ACTIVITIES
Net income	$ 24,066	$ 12,925
Adjustments to reconcile net income to net cash provided by operating activities:
Write down of inventory	289	286
Operating right-of-use assets amortization	10,233	10,234
Depreciation and other amortization	9,641	8,966
Share-based compensation	2,480	39,779
Other	(361)	(906)
Changes in operating assets and liabilities:
Inventory	(8,539)	(6,181)
Prepaid expenses and other current assets	(1,568)	(855)
Prepaid income taxes	5,645	(3,061)
Deposits and other noncurrent assets	336	(748)
Accounts payable	5,604	15,273
Accrued and other current liabilities	(36,026)	4,614
Operating lease liabilities	(9,856)	(17,307)
Lease incentives and other noncurrent liabilities	5	76
Deferred compensation	(1,188)	659
Due to related parties	5,298	(430)
Income taxes payable	3,114	10,510
Net cash provided by operating activities	9,173	73,834
INVESTING ACTIVITIES
Purchases of property and equipment	(6,761)	(2,786)
Net cash used in investing activities	(6,761)	(2,786)
FINANCING ACTIVITIES
Proceeds from credit facility	208,000	0
Principal payments on credit facility	(183,700)	0
Repurchase of common stock	(22,229)	0
Principal payments on term loan	(8,750)	(3,250)
Proceeds from issuances under share-based compensation plans	255	0
Payment, Tax Withholding, Share-based Payment Arrangement	(178)	0
Net cash used in financing activities	(6,602)	(3,250)
Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash	(22)	31
(Decrease) increase in cash, cash equivalents and restricted cash	(4,212)	67,829
Cash, cash equivalents and restricted cash at beginning of period	29,287	123,215
Cash, cash equivalents and restricted cash at end of period	25,075	191,044
SUPPLEMENTAL INFORMATION
Cash paid during the period for interest related to the credit facility and term loans	7,406	4,301
Cash paid during the period for income taxes	700	375
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES
Property and equipment purchases included in accounts payable and accrued liabilities	$ 2,621	$ 1,322

XML

Basis of Presentation and Description of the Business

3 Months Ended

Apr. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation and Description of the Business

Basis of Presentation and Description of the Business

Corporate Structure

Torrid Holdings Inc. is a Delaware corporation formed on October 29, 2019 and capitalized on February 20, 2020. Sycamore Partners Management, L.P. (“Sycamore”) owns a majority of the voting power of Torrid Holdings Inc.’s outstanding common stock. Prior to the IPO (as defined below), Torrid Holdings Inc. was a wholly owned subsidiary of Torrid Holding LLC, which is majority-owned by investment funds managed by Sycamore. Torrid Parent Inc. is a Delaware corporation formed on June 4, 2019 and is a wholly owned subsidiary of Torrid Holdings Inc. Torrid Intermediate LLC, formerly known as Torrid Inc., is a Delaware limited liability company formed on June 18, 2019 and a wholly owned subsidiary of Torrid Parent Inc. Torrid LLC is a wholly owned subsidiary of Torrid Intermediate LLC. Substantially all of Torrid Holdings Inc.'s financial position, operations and cash flows are generated through its wholly owned indirect subsidiary, Torrid LLC.

Throughout these financial statements, the terms “Torrid,” “we,” “us,” “our,” the “Company” and similar references refer to Torrid Holdings Inc. and its consolidated subsidiaries.

Reorganization

On July 1, 2021, Torrid Holding LLC, our then parent, completed a reorganization pursuant to which (i) Torrid Holding LLC contributed, assigned, transferred and delivered its issued and outstanding equity interest in Torrid Parent Inc. to Torrid, and (ii) Torrid assumed the obligations of Torrid Holding LLC under the related party promissory notes due to Torrid Parent Inc. (together, the “Reorganization”). The Reorganization was accounted for as a combination of entities under common control in accordance with subsections of Accounting Standards Codification (“ASC”) 805-50, Business Combinations (“ASC 805-50”). Consequently, the equity interests of Torrid Parent Inc. contributed by Torrid Holding LLC to Torrid were recorded at historical carrying amounts and our financial position, results of operations and cash flows prior to the Reorganization have been adjusted to reflect the retrospective combination of the entities for all periods presented as if the combination had been in effect since the inception of common control.

Stock Split

On June 22, 2021, Torrid's stockholder approved an amendment to Torrid's certificate of incorporation to (i) effect a 110,000-for-1 stock split of all shares of the issued and outstanding common stock, which was effected on June 22, 2021 and (ii) authorize 5.0 million shares of preferred stock. All share and per-share data in the financial statements and notes to the financial statements has been retroactively adjusted to reflect the stock split for all periods presented. The par value of the common stock was not adjusted as a result of the stock split.

Initial Public Offering

Our registration statement on Form S-1 related to our initial public offering (“IPO”) was declared effective on June 30, 2021, and our common stock began trading on the New York Stock Exchange on July 1, 2021. On July 6, 2021, subsequent to the Reorganization, we completed the IPO and certain of our shareholders sold 12,650,000 shares of common stock at a public offering price of $21.00 per share, including 1,650,000 shares of common stock after full exercise of the underwriters' option, for net proceeds of $248.4 million, after deducting underwriting discounts of $17.3 million. The offering costs of approximately $6.0 million were borne by us. We did not receive any proceeds from the sale of our shares of common stock by the selling stockholders.

Fiscal Year

Our fiscal year ends on the Saturday nearest to January 31 and each fiscal year is generally comprised of four 13-week quarters (although in years with 53 weeks, the fourth quarter is comprised of 14 weeks). Fiscal years 2021 and 2022 are 52-week years. Fiscal years are identified according to the calendar year in which they begin. For example, references to “fiscal year 2022” or similar references refer to the fiscal year ending January 28, 2023. References to the first quarter of fiscal years 2022 and 2021 and to the three-month periods ended April 30, 2022 and May 1, 2021, respectively, refer to the 13-week periods then ended.

Basis of Presentation and Principles of Consolidation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Accordingly, the interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results for the interim periods presented have been included. Operating results for the three-month periods ended April 30, 2022 and May 1, 2021 are not necessarily indicative of the results that may be expected for any future interim periods, the fiscal year ending January 28, 2023, or for any future year.

The condensed consolidated balance sheet information at January 29, 2022 has been derived from the audited consolidated financial statements at that date, but does not include all of the disclosures required by GAAP. The accompanying unaudited interim condensed consolidated financial statements and related footnotes should be read in conjunction with our audited consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the year ended January 29, 2022. The unaudited interim condensed consolidated financial statements include Torrid and those of our wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Description of Business

We are a direct-to-consumer brand of apparel, intimates and accessories targeting the 25- to 40-year-old woman who is curvy and wears sizes 10 to 30. We generate revenues primarily through our e-Commerce platform www.torrid.com and our stores in the United States of America, Puerto Rico and Canada.

COVID-19

Our business operations, including net sales, were substantially affected by COVID-19 in fiscal year 2020. While our business operations improved during fiscal year 2021, there is uncertainty regarding the extent of future impacts of COVID-19 on our business, including the duration and impact on overall customer demand. A resurgence in the pandemic or the emergence of new variants of the coronavirus could have a negative impact on our business including, but not limited to, new closure requirements with respect to some or all of our physical locations, changes in consumer behavior, difficulties attracting and retaining employees and supply chain disruptions.

During the first quarter of fiscal year 2022, global supply chain disruption caused significant product delays resulting in limited product availability to our customers. Increased port congestion, COVID-19-related factory closures, most notably in the Asia-Pacific region where we source a significant amount of product, and increased shipping costs impacted our results of operations for the three-months ended April 30, 2022.

Segment Reporting

We have determined that we have one reportable segment, which includes the operation of our e-Commerce platform and stores. The single segment was identified based on how the Chief Operating Decision Maker, who we have determined to be our Chief Executive Officer, manages and evaluates performance and allocates resources. Revenues and long-lived assets related to our operations in Canada and Puerto Rico during the three-month periods ended April 30, 2022 and May 1, 2021, and as of the end of the same periods, were not material, and therefore are not reported separately from domestic revenues and long-lived assets.

Store Pre-Opening Costs

Costs incurred in connection with the opening of new stores, store remodels or relocations are expensed as incurred in selling, general and administrative expenses in our condensed consolidated statements of operations and comprehensive income. We incurred $0.2 million of pre-opening costs during the three-month period ended April 30, 2022. The amount incurred during the three-month period ended May 1, 2021 was not material.

XML

Accounting Standards

3 Months Ended

Apr. 30, 2022

Accounting Policies [Abstract]

Accounting Standards

Accounting Standards

Recently Adopted Accounting Standards during the Three-Month Period Ended April 30, 2022

We did not adopt any new accounting standards during the three-month period ended April 30, 2022.

Accounting Pronouncements Not Yet Adopted

We have considered all recent accounting pronouncements and have concluded that there are no recent accounting pronouncements not yet adopted that are applicable to us, based on current information.

XML

Inventory	3 Months Ended
	Apr. 30, 2022
Inventory Disclosure [Abstract]
Inventory	InventoryOur inventory is comprised solely of finished goods and is valued at the lower of moving average cost or net realizable value. We make certain assumptions regarding net realizable value in order to assess whether our inventory is recorded properly at the lower of cost or net realizable value. These assumptions are based on historical average selling price experience, current selling price information and estimated future selling price information. Physical inventory counts are conducted at least once during the year to determine actual inventory on hand and shrinkage. We accrue our estimated inventory shrinkage for the period between the last physical count and current balance sheet date.

XML

Prepaid Expenses and Other Current Assets

3 Months Ended

Apr. 30, 2022

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Prepaid Expenses and Other Current Assets

Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):

	April 30, 2022		January 29, 2022
Prepaid and other information technology expenses	6,400		5,692
Prepaid advertising	2,807		700
Prepaid casualty insurance	1,335		3,050
Other	5,712		5,244
Prepaid expenses and other current assets	$	16,254	$	14,686

XML

Property and Equipment

3 Months Ended

Apr. 30, 2022

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and Equipment

Property and equipment are summarized as follows (in thousands):

	April 30, 2022		January 29, 2022
Property and equipment, at cost
Leasehold improvements	$	169,533	$	168,084
Furniture, fixtures and equipment	106,851		108,261
Software and licenses	12,618		15,356
Construction-in-progress	8,183		4,743
	297,185		296,444
Less: Accumulated depreciation and amortization	(172,997)		(168,879)
Property and equipment, net	$	124,188	$	127,565

We recorded depreciation expense related to our property and equipment in the amounts of $9.3 million and $8.6 million during the three-month periods ended April 30, 2022 and May 1, 2021, respectively.

We group and evaluate long-lived assets for impairment at the individual store level, which is the lowest level at which individual cash flows can be identified. During the three-month periods ended April 30, 2022 and May 1, 2021, we did not recognize any impairment charges.

XML

Implementation Costs Incurred in Cloud Computing Arrangements that are Service Contracts

3 Months Ended

Apr. 30, 2022

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Implementation Costs Incurred in Cloud Computing Arrangements that are Service Contracts

Implementation Costs Incurred in Cloud Computing Arrangements that are Service ContractsOur cloud computing arrangements that are service contracts primarily consist of arrangements with third party vendors for our internal use of their software applications that they host. We defer implementation costs incurred in relation to such arrangements, including costs for software application coding, configuration, integration and customization, while associated process reengineering, training, maintenance and data conversion costs are expensed. Subsequent implementation costs are deferred only to the extent that they constitute major enhancements. The short-term portion of deferred implementation costs are included in prepaid expenses and other current assets in the condensed consolidated balance sheets, while the long-term portion of deferred costs are included in deposits and other noncurrent assets. Amortized implementation costs incurred in cloud computing arrangements that are service contracts are recognized in selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive income.

Deferred implementation costs incurred in cloud computing arrangements that are service contracts are summarized as follows (in thousands):

	April 30, 2022		January 29, 2022
Internal use of third party hosted software, gross	$	12,034	$	11,877
Less: Accumulated amortization	(4,452)		(3,892)
Internal use of third party hosted software, net	$	7,582	$	7,985

During the three-month periods ended April 30, 2022 and May 1, 2021, we amortized approximately $0.6 million and $0.3 million, respectively, of implementation costs incurred in cloud computing arrangements that are service contracts.

XML

Accrued and Other Current Liabilities

3 Months Ended

Apr. 30, 2022

Payables and Accruals [Abstract]

Accrued and Other Current Liabilities

Accrued and Other Current Liabilities

Accrued and other current liabilities consist of the following (in thousands):

	April 30, 2022		January 29, 2022
Accrued payroll and related expenses	$	13,171	$	31,194
Accrued inventory-in-transit	21,997		37,156
Accrued loyalty program	13,574		13,481
Accrued sales return allowance	7,791		4,347
Gift cards	9,416		11,695
Deferred revenue	2,190		2,879
Accrued sales and use tax	5,235		4,136
Accrued freight	6,931		6,048
Term loan interest payable	129		1,762
Accrued marketing	4,568		5,419
Accrued self-insurance liabilities	3,100		2,891
Other	14,238		17,700
Accrued and other current liabilities	$	102,340	$	138,708

XML

Leases

3 Months Ended

Apr. 30, 2022

Leases [Abstract]

Leases

Leases

Our lease costs reflected in the tables below include minimum base rents, common area maintenance charges and heating, ventilation and air conditioning charges. We recognize such lease costs in the applicable expense category in either cost of goods sold, or selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive income.

Our lease costs during the three-month periods ended April 30, 2022 and May 1, 2021 consist of the following (in thousands):

	Three Months Ended
	April 30, 2022		May 1, 2021
Operating (fixed) lease cost	$	12,785	$	13,118
Short-term lease cost	53		10
Variable lease cost	3,344		4,760
Total lease cost	$	16,182	$	17,888

In response to the COVID-19 pandemic, the FASB issued interpretive guidance in April 2020, which provides entities the option to elect to account for lease concessions as though the enforceable rights and obligations existed in the original lease terms. We elected this option; accordingly, we do not remeasure the lease liabilities or record a change to the right-of-use (“ROU”) assets for any concessions we receive for our retail store leases. Rather, deferred lease payments are recorded to operating lease liabilities until paid and lease concessions are recorded in the period they are negotiated or when the lower lease expense is paid.

As of the end of fiscal year 2021, we had received substantially all of the lease concessions negotiated in response to the COVID-19 pandemic and as a result, deferred fixed lease payments were not material. We did not record any reduction to lease costs during the three months ended April 30, 2022. During the three-month period ended May 1, 2021 we recorded reductions to lease costs of $0.3 million as a result of negotiated lease concessions.

Other supplementary information related to our leases is reflected in the table below (in thousands except lease term and discount rate data): 

	Three Months Ended
	April 30, 2022			May 1, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	14,458		$	16,333
Right-of-use assets obtained in exchange for new operating lease liabilities	$	4,342		$	715
Decrease in right-of-use assets resulting from operating lease modifications or remeasurements	$	(1,450)		$	(885)
Weighted average remaining lease term - operating leases	6 years			6 years
Weighted average discount rate - operating leases	6		%	6		%

XML

Revenue Recognition

3 Months Ended

Apr. 30, 2022

Revenue from Contract with Customer [Abstract]

Revenue Recognition

Revenue Recognition

We recognize revenue when our performance obligations under the terms of a contract or an implied arrangement with a customer are satisfied, which is when the merchandise is transferred to the customer and the customer obtains control of it. The amount of revenue we recognize reflects the total consideration we expect to receive for the merchandise, which is the transaction price.

Our revenue, disaggregated by product category, consists of the following (in thousands):

	Three Months Ended
	April 30, 2022		May 1, 2021
Apparel	$	291,653	$	301,117
Non-apparel	36,756		24,630
Total net sales	$	328,409	$	325,747

Amounts within Apparel include revenues earned from the sale of tops, bottoms, dresses, intimates, sleep wear, swim wear and outerwear. Amounts within Non-apparel include revenues earned from the sale of accessories, footwear and beauty.

We recognize a contract liability when we receive consideration from a customer before our performance obligations under the terms of a contract or an implied arrangement with the customer are satisfied. During the three-month period ended April 30, 2022, we recognized revenue of approximately $7.8 million and $3.6 million related to our accrued loyalty program and gift cards, respectively, that existed at the beginning of fiscal year 2022. During the three-month period ended May 1, 2021, we recognized revenue of approximately $7.3 million and $2.7 million related to our accrued loyalty program and gift cards, respectively, that existed at the beginning of fiscal year 2021.

Loyalty ProgramWe operate our loyalty program, Torrid Rewards, in all our stores and on www.torrid.com. Under this program, customers accumulate points based on purchase activity and qualifying non-purchase activity. Upon reaching a certain point level, customers can earn awards that may only be redeemed for merchandise. Unredeemed points typically expire after 13 months without additional purchase and qualifying non-purchase activity and unredeemed awards typically expire 45 days after issuance. We use historical redemption rates to estimate the value of future award redemptions and we recognize the estimated value of these future awards as a reduction of revenue in the condensed consolidated statements of operations and comprehensive income in the period the points are earned by the customer. As of the end of the first quarter of fiscal year 2022 and as of the end of fiscal year 2021, we had $13.6 million and $13.5 million, respectively, in deferred revenue related to our loyalty program included in accrued and other current liabilities in the condensed consolidated balance sheets. During the three-month periods ended April 30, 2022 and May 1, 2021, we recorded $0.1 million and $1.1 million, respectively, as a reduction of net sales. Actual results may differ from our estimates, resulting in changes to net sales.

XML

Loyalty Program

3 Months Ended

Apr. 30, 2022

Revenue from Contract with Customer [Abstract]

Loyalty Program

Revenue Recognition

We recognize revenue when our performance obligations under the terms of a contract or an implied arrangement with a customer are satisfied, which is when the merchandise is transferred to the customer and the customer obtains control of it. The amount of revenue we recognize reflects the total consideration we expect to receive for the merchandise, which is the transaction price.

Our revenue, disaggregated by product category, consists of the following (in thousands):

	Three Months Ended
	April 30, 2022		May 1, 2021
Apparel	$	291,653	$	301,117
Non-apparel	36,756		24,630
Total net sales	$	328,409	$	325,747

Amounts within Apparel include revenues earned from the sale of tops, bottoms, dresses, intimates, sleep wear, swim wear and outerwear. Amounts within Non-apparel include revenues earned from the sale of accessories, footwear and beauty.

We recognize a contract liability when we receive consideration from a customer before our performance obligations under the terms of a contract or an implied arrangement with the customer are satisfied. During the three-month period ended April 30, 2022, we recognized revenue of approximately $7.8 million and $3.6 million related to our accrued loyalty program and gift cards, respectively, that existed at the beginning of fiscal year 2022. During the three-month period ended May 1, 2021, we recognized revenue of approximately $7.3 million and $2.7 million related to our accrued loyalty program and gift cards, respectively, that existed at the beginning of fiscal year 2021.

Loyalty ProgramWe operate our loyalty program, Torrid Rewards, in all our stores and on www.torrid.com. Under this program, customers accumulate points based on purchase activity and qualifying non-purchase activity. Upon reaching a certain point level, customers can earn awards that may only be redeemed for merchandise. Unredeemed points typically expire after 13 months without additional purchase and qualifying non-purchase activity and unredeemed awards typically expire 45 days after issuance. We use historical redemption rates to estimate the value of future award redemptions and we recognize the estimated value of these future awards as a reduction of revenue in the condensed consolidated statements of operations and comprehensive income in the period the points are earned by the customer. As of the end of the first quarter of fiscal year 2022 and as of the end of fiscal year 2021, we had $13.6 million and $13.5 million, respectively, in deferred revenue related to our loyalty program included in accrued and other current liabilities in the condensed consolidated balance sheets. During the three-month periods ended April 30, 2022 and May 1, 2021, we recorded $0.1 million and $1.1 million, respectively, as a reduction of net sales. Actual results may differ from our estimates, resulting in changes to net sales.

XML

Related Party Transactions

3 Months Ended

Apr. 30, 2022

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

Services Agreements with Hot Topic

Hot Topic Inc. (“Hot Topic”) is an entity indirectly controlled by affiliates of Sycamore. From June 2, 2017 until its termination on March 21, 2019, we had a services agreement (“Third Party Services Agreement”) with Hot Topic, pursuant to which Hot Topic provided us (or caused applicable third parties to provide) certain services, including information technology, distribution and logistics management, real estate leasing and construction management and other services as may have been specified. On March 21, 2019, we entered into an amended and restated services agreement (“Amended and Restated Services Agreement”) with Hot Topic under which Hot Topic provides us (or causes applicable third parties to provide) substantially similar services to those provided under the Third Party Services Agreement. The term of the Amended and Restated Services Agreement is three years, unless we or Hot Topic extend the agreement, or we terminate the agreement (or certain services under the agreement). We may terminate the various services upon written notice. Rates and costs related to the services provided under the Amended and Restated Services Agreement may change with approval from both parties. Each month, we are committed to pay Hot Topic for these services and reimburse Hot Topic for certain costs it incurs in the course of providing these services. We record payments made to Hot Topic under these service agreements in the applicable expense category in either cost of goods sold, or selling, general and administrative expenses. On August 1, 2019, in connection with the IT Asset Purchase Agreement (as defined below), we entered into a services agreement (“Reverse Services Agreement”) with Hot Topic, under which Torrid provides Hot Topic with certain information technology services. The term of the Reverse Services Agreement is three years, unless we or Hot Topic extend the agreement, or Hot Topic terminates the agreement. Torrid provides Hot Topic with the specified information technology services at no cost for the first three years of the Reverse Services Agreement, however Hot Topic bears certain capital and operating expenses that it incurs. Costs incurred in connection with providing the specified information technology services to Hot Topic are expensed as incurred in our condensed consolidated statements of operations and comprehensive income. During the three-month periods ended April 30, 2022 and May 1, 2021, we incurred costs of $0.9 million and $0.9 million, respectively, in connection with providing these information technology services to Hot Topic. In connection with the Reverse Services Agreement, we entered into an amendment to the Amended and Restated Services Agreement (“Amendment to Amended and Restated Services Agreement”) with Hot Topic on August 1, 2019, pursuant to which sections pertaining to Hot Topic’s provision of information technology services to Torrid were removed.

During the three-month period ended April 30, 2022, Hot Topic charged us $0.6 million for various services under the applicable services agreements, all of which was recorded as a component of selling, general and administrative expenses. During the three-month period ended May 1, 2021, Hot Topic charged us $1.9 million for various services under the applicable services agreements, of which $1.3 million and $0.6 million were recorded as components of cost of goods sold and selling, general and administrative expenses, respectively. As of the end of the first quarter of fiscal year 2022, we owed $0.2 million to Hot Topic for these services, and as of the end of fiscal year 2021, we did not owe any amount to Hot Topic for these services.

Hot Topic incurs certain direct expenses on our behalf, such as payments to our non-merchandise vendors and each month, we pay Hot Topic for these pass-through expenses. As of the end of the first quarter of fiscal year 2022 and as of the end of fiscal year 2021, the net amount we owed Hot Topic for these expenses was $1.0 million and $1.7 million, respectively, which are included in due to related parties in our condensed consolidated balance sheets.

IT Asset Purchase Agreement with Hot Topic

On June 14, 2019, we entered into an asset purchase agreement (“IT Asset Purchase Agreement”) with Hot Topic pursuant to which we purchased certain information technology assets from Hot Topic for $29.5 million on August 1, 2019. Funds obtained from the Term Loan Credit Agreement (as defined in “Note 12—Debt Financing Arrangements”) were used to make the purchase. We accounted for the purchase in accordance with subsections of ASC 805-50, related to transactions between entities under common control. Consequently, we recorded the information technology assets we purchased from Hot Topic at their historical carrying amounts totaling $3.5 million and recognized the difference between the historical carrying amounts and the purchase price in equity. In addition, certain information technology-related obligations and personnel, along with associated assets of $1.4 million and liabilities of $0.1 million, were transferred from Hot Topic to Torrid. In connection with the IT Asset Purchase Agreement, we and Hot Topic agreed to enter into the Reverse Services Agreement and Amendment to Amended and Restated Services Agreement upon the closing date of the IT Asset Purchase Agreement, which was August 1, 2019.

Sponsor Advisory Services Agreement

On May 1, 2015, we entered into an advisory services agreement with Sycamore, pursuant to which Sycamore agreed to provide strategic planning and other related services to us. We are obligated to reimburse Sycamore for its expenses incurred in connection with providing such advisory services to us. As of the end of the first quarter of fiscal year 2022 and as of the end of

fiscal year 2021, there were no amounts due, and during the three-month periods ended April 30, 2022 and May 1, 2021, no amounts were paid under this agreement.

From time to time, we reimburse Sycamore for certain management expenses it pays on our behalf. During the three-month periods ended April 30, 2022 and May 1, 2021, we did not make any reimbursements to Sycamore. As of the end of the first quarter of fiscal year 2022 and as of the end of fiscal year 2021, the amounts due were not material.

Other Related Party Transactions

MGF Sourcing US, LLC, an entity indirectly controlled by affiliates of Sycamore, is one of our suppliers. During the three-month periods ended April 30, 2022 and May 1, 2021, cost of goods sold includes $17.0 million and $13.5 million, respectively, related to the sale of merchandise purchased from this supplier. As of the end of the first quarter of fiscal year 2022 and as of the end of fiscal year 2021, the net amounts we owed MGF for these purchases were $18.6 million and $12.1 million, respectively. This liability is included in due to related parties in our condensed consolidated balance sheets.

HU Merchandising, LLC, a subsidiary of Hot Topic, is one of our suppliers. During the three-month periods ended April 30, 2022 and May 1, 2021, cost of goods sold includes $0.1 million and $0.1 million, respectively, related to the sale of merchandise purchased from this supplier. As of the end of the first quarter of fiscal year 2022 and as of the end of fiscal year 2021, the amounts due to HU Merchandising, LLC were $0.1 million and $0.1 million, respectively. This liability is included in due to related parties in our condensed consolidated balance sheets.

Staples, Inc., an entity indirectly controlled by affiliates of Sycamore, is one of our suppliers. During the three-month periods ended April 30, 2022 and May 1, 2021, purchases from this supplier were not material. As of the end of the first quarter of fiscal year 2022 and as of the end of fiscal year 2021, the amounts due to Staples, Inc. were not material.

In April 2020, we received a letter of support from Sycamore for up to $20.0 million of additional equity funding, which, if necessary and sufficient, would be provided to further prevent noncompliance with the financial covenants in the Amended Term Loan Credit Agreement (as defined in “Note 12—Debt Financing Arrangements”) through May 2021. In September 2020, we received an updated letter of support from Sycamore extending the equity funding commitment of up to $20.0 million, if necessary and sufficient, through January 2022. The letter of support was terminated as of May 6, 2021.

In March 2021, Hot Topic entered into a consulting services agreement with our Chief Financial Officer, George Wehlitz, Jr. (“CFO”), pursuant to which Hot Topic agreed to pay our CFO a consulting fee of $10,000 per month. The agreement was effective from January 3, 2021 and terminated on May 31, 2021.

XML

Debt Financing Arrangements

3 Months Ended

Apr. 30, 2022

Debt Disclosure [Abstract]

Debt Financing Arrangements

Debt Financing Arrangements

Our debt financing arrangements consist of the following (in thousands):

	April 30, 2022		January 29, 2022
Existing ABL Facility, as amended	$	24,300	$	—
Term loan
New Term Loan Credit Agreement	341,250		350,000
Less: current portion of unamortized original issue discount and debt financing costs	(1,356)		(1,356)
Less: noncurrent portion of unamortized original issue discount and debt financing costs	(6,945)		(7,284)
Total term loan outstanding, net of unamortized original issue discount and debt financing costs	332,949		341,360
Less: current portion of term loan, net of unamortized original issue discount and debt financing costs	(16,144)		(20,519)
Total term loan, net of current portion and unamortized original issue discount and debt financing costs	$	316,805	$	320,841

Fixed mandatory principal repayments due on the outstanding term loan are as follows as of the end of the first quarter of fiscal year 2022 (in thousands):

2022	13,125
2023	17,500
2024	17,500
2025	17,500
2026	17,500
2027	17,500
2028	240,625
	$	341,250

New Term Loan Credit Agreement

On June 14, 2021, we entered into a term loan credit agreement (“New Term Loan Credit Agreement”) among Bank of America, N.A., as agent, and the lenders party thereto.

The New Term Loan Credit Agreement provides for term loans in an initial aggregate amount of $350.0 million, which is recorded net of an original issue discount (“OID”) of $3.5 million and has a maturity date of June 14, 2028. In connection with the New Term Loan Credit Agreement, we paid financing costs of approximately $6.0 million.

The elected interest rate on April 30, 2022 was approximately 7%.

As of the end of the first quarter of fiscal year 2022, we were compliant with our debt covenants under the New Term Loan Credit Agreement.

As of April 30, 2022, the fair value of the New Term Loan Credit Agreement was approximately $327.6 million. The fair value of the New Term Loan Credit Agreement is determined using current applicable rates for similar instruments as of the balance sheet date, a Level 2 measurement (as defined in "Note 19—Fair Value Measurements").

As of the end of the first quarter of fiscal year 2022, total borrowings, net of OID and financing costs, of $332.9 million remain outstanding under the New Term Loan Credit Agreement. During the three-month period ended April 30, 2022, we recognized $5.5 million of interest expense and recognized $0.3 million of OID and financing costs related to the New Term Loan Credit Agreement. The OID and financing costs are amortized over the New Term Loan Credit Agreement’s seven-year term and are reflected as a direct deduction of the face amount of the term loan in our condensed consolidated balance sheets. We recognize interest payments, together with amortization of the OID and financing costs, in interest expense in our condensed consolidated statements of operations and comprehensive income.

Term Loan Credit Agreement

On June 14, 2019, we entered into a term loan credit agreement (“Term Loan Credit Agreement”) with Cortland Capital Market Services LLC, as agent, KKR Credit Advisors (US) LLC, as structuring advisor, and the lenders party thereto (the “Lenders”). On September 17, 2020, we entered into an amended term loan credit agreement (“Amended Term Loan Credit Agreement”) with the Lenders, pursuant to which the definition of total debt used in the calculation of the maximum ratio of our total debt to EBITDA (as defined in the Amended Term Loan Credit Agreement) was amended. All other material terms of the Term Loan Credit Agreement remained substantially the same. In September 2020, in conjunction with the Amended Term Loan Credit Agreement, we prepaid $35.0 million of the outstanding Amended Term Loan Credit Agreement Principal (as defined below), associated accrued interest of $0.2 million and an amendment fee of $0.5 million. On June 14, 2021, we utilized the proceeds from the New Term Loan Credit Agreement to pay the remaining outstanding Amended Term Loan Credit Agreement Principal (as defined below) of $207.5 million, associated accrued interest of $1.2 million and a prepayment penalty of $2.1 million.

The Amended Term Loan Credit Agreement provided for term loans in an initial aggregate amount of $260.0 million (“Amended Term Loan Credit Agreement Principal”), which was recorded net of an original issue discount of $2.9 million and had a maturity date of December 14, 2024. In connection with the Term Loan Credit Agreement, we paid financing costs of approximately $4.6 million.

During the three-month period ended May 1, 2021, we recognized $4.1 million of interest expense and recognized $0.4 million of OID and financing costs related to the Amended Term Loan Credit Agreement. The OID and financing costs were amortized over the Amended Term Loan Credit Agreement’s contractual term and were reflected as a direct deduction of the face amount of the term loan in our condensed consolidated balance sheets. On June 14, 2021, upon repayment of the outstanding borrowings under the Amended Term Loan Credit Agreement, we wrote off $5.2 million of unamortized OID and financing costs and incurred a $2.1 million prepayment penalty. We recognize interest payments, OID and financing costs and the prepayment penalty in interest expense in our condensed consolidated statements of operations and comprehensive income.

Senior Secured Asset-Based Revolving Credit Facility

In May 2015, we entered into a credit agreement for a senior secured asset-based revolving credit facility (“Original ABL Facility”) of $50.0 million (subject to a borrowing base), with Bank of America, N.A. On October 23, 2017, we entered into an amended and restated credit agreement (“Existing ABL Facility”), which amended our Original ABL Facility. The Existing ABL Facility increased the aggregate commitments available under the Original ABL Facility from $50.0 million to $100.0 million (subject to a borrowing base); and increased our right to request additional commitments from up to $30.0 million to up to $30.0 million plus the aggregate principal amount of any permanent principal reductions we may take (subject to customary conditions precedent). On June 14, 2019, in conjunction with the Term Loan Credit Agreement, we entered into an amendment to the Existing ABL Facility (the “1st Amendment”). The 1st Amendment decreased the aggregate commitments available under the Existing ABL Facility from $100.0 million to $70.0 million (subject to a borrowing base), permitted indebtedness incurred pursuant to the Term Loan Credit Agreement and made certain other modifications. On September 4, 2019, we entered into another amendment to the Existing ABL Facility (the “2nd Amendment”). The 2nd Amendment permitted parent company financial statements to be used to satisfy reporting requirements and made certain other modifications. On June 14, 2021, in conjunction with the New Term Loan Credit Agreement, we entered into a third amendment to the Existing ABL Facility (the “3rd Amendment”), which amended our Existing ABL Facility, as amended. The 3rd Amendment increased the aggregate commitments available under the Existing ABL facility, as amended, from $70.0 million to $150.0 million (subject to a borrowing base) and extended the date upon which the principal amount outstanding of the loans would be due and payable in full from October 23, 2022 to June 14, 2026. All other material terms of the Existing ABL Facility, as amended, remain substantially the same as the previous agreements it replaced.

As of the end of the first quarter of fiscal year 2022, the applicable interest rate for borrowings under the Existing ABL Facility was approximately 4% per annum.

As of the end of the first quarter of fiscal year 2022, we were compliant with our debt covenants under the Existing ABL Facility, as amended.

As of the end of the first quarter of fiscal year 2022, the maximum restricted payment utilizing the Existing ABL Facility, as amended, that our subsidiaries could make from its net assets was $127.5 million.

We consider the carrying amounts of the Existing ABL Facility, as amended, to approximate fair value because of the variable interest rate of this facility, a Level 2 measurement (as defined in "Note 19—Fair Value Measurements").

Availability under the Existing ABL Facility, as amended, as of the end of the first quarter of fiscal year 2022 was $120.4 million, which reflects borrowings of $24.3 million. Availability under the Existing ABL Facility, as amended, at the end of fiscal year 2021 was $123.9 million, which reflects no borrowings. Standby letters of credit issued and outstanding were $5.3 million as of the end of the first quarter of fiscal year 2022 and $5.3 million as of the end of fiscal year 2021. During the third quarter of fiscal year 2017, we incurred $0.5 million of financing costs for the Existing ABL Facility, which were reduced in fiscal year 2019 by $0.1 million written off to account for the impact of our entry into the 1st Amendment. During the second quarter of fiscal year 2021, we incurred an additional $0.7 million of financing costs in connection with our entry into the 3rd Amendment. These financing costs, together with the unamortized financing costs of $0.1 million associated with the Original ABL Facility, are amortized over the five-year term of the Existing ABL Facility, as amended, and are reflected in prepaid expenses and other current assets and deposits and other noncurrent assets in our condensed consolidated balance sheets. During the three-month periods ended April 30, 2022 and May 1, 2021, amortization of financing costs for the Existing ABL Facility, as amended was not material. During the three-month periods ended April 30, 2022 and May 1, 2021, interest payments were $0.4 million and $0.1 million, respectively. We recognize amortization of financing costs and interest payments for the revolving credit facilities in interest expense in our condensed consolidated statements of operations and comprehensive income.

XML

Income Taxes

3 Months Ended

Apr. 30, 2022

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

Effective Tax Rate

During the three-month periods ended April 30, 2022 and May 1, 2021, the provision for income taxes were $9.4 million and $8.1 million, respectively. The effective tax rates for the three-month periods ended April 30, 2022 and May 1, 2021, were 28.1% and 38.4%, respectively. The change in the effective tax rate for the three months ended April 30, 2022 as compared to the three months ended May 1, 2021 was primarily due to a decrease in the amount of non-deductible items associated with share-based compensation for incentive units relative to income before provision for income taxes for the three months ended April 30, 2022.

On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”) was signed into law, and has resulted in significant changes to the U.S. federal corporate tax law. The CARES Act provides numerous tax provisions and other stimulus measures, including temporary changes regarding the prior and future utilization of net operating losses, temporary changes to the prior and future limitations on interest deductions, temporary suspension of certain payment requirements for the employer portion of Social Security taxes, technical corrections from prior tax legislation for tax depreciation of certain qualified improvement property, and the creation of certain refundable employee retention credits. Additionally, several state and foreign jurisdictions have enacted additional legislation to comply with federal changes. On December 27, 2020, the Consolidated Appropriations Act (“CAA”) was enacted in further response to the COVID-19 pandemic. The CAA, among other things, revised certain tax measures enacted under the CARES Act, such as the deductibility of payroll tax credits, charitable contributions for corporate taxpayers, certain meals and entertainment expenses paid or incurred in calendar years 2022 and 2021, and employment retention credit claims. On March 11, 2021, the American Rescue Plan Act (“ARPA”) was signed into law with additional funding for COVID-19 pandemic relief. The ARPA includes the expansion of employment retention credit claims and other pandemic funding provisions. We have considered the applicable CARES Act, CAA and ARPA tax law changes in our tax provision for the period ended April 30, 2022 and continue to evaluate the impact of these tax law changes on future periods.

Uncertain Tax Positions

The amount of income taxes we pay is subject to ongoing audits by taxing authorities. Our estimate of the potential outcome of any uncertain tax issue is subject to our assessment of the relevant risks, facts and circumstances existing at the time. We believe that we have adequately provided for reasonably foreseeable outcomes related to these matters. However, our future results may include favorable or unfavorable adjustments to our estimated tax liabilities in the period the assessments are made or resolved, which may impact our effective tax rate. As of the end of the first quarter of fiscal year 2022, the total liability for income tax associated with unrecognized tax benefits, including interest and penalties, was $4.0 million ($3.5 million, net of federal benefit). As of the end of fiscal year 2021, the total liability for income tax associated with unrecognized tax benefits, including interest and penalties, was $4.0 million ($3.5 million, net of federal benefit). Our effective tax rate will be affected by any portion of this liability we may recognize.

We believe that it is reasonably possible that $0.3 million ($0.3 million net of federal benefit) of our liability for unrecognized tax benefits, of which the associated interest and penalties are not material, may be recognized in the next 12 months due to the expiration of statutes of limitations.

IT Asset Purchase Agreement with Hot Topic

In connection with the IT Asset Purchase Agreement, we generated a tax amortizable basis of the $29.5 million purchase price, amortizable over three years commencing in fiscal year 2019. We recorded the $26.0 million variance between the $3.5 million net book value and $29.5 million tax amortizable basis of the information technology assets in equity, net of $6.7 million deferred tax.

XML

Share-Based Compensation

3 Months Ended

Apr. 30, 2022

Share-based Payment Arrangement [Abstract]

Share-Based Compensation

Share-Based Compensation

Our share-based compensation expense, by award type, consists of the following (in thousands):

	Three Months Ended
	April 30, 2022		May 1, 2021
Restricted stock units	$	501	$	—
Restricted stock awards	1,677		—
Stock options	194		—
Employee stock purchase plan	108		—
Remeasurement adjustments for incentive units	—		39,779
Share-based compensation before income taxes	2,480		39,779
Income tax detriment	(288)		—
Net share based compensation expense	$	2,192	$	39,779

On June 22, 2021, in connection with our IPO, the board of directors (“Board”) adopted the Torrid Holdings Inc. 2021 Long-Term Incentive Plan (the “2021 LTIP”), for employees, consultants and directors. The 2021 LTIP provides for the grant of non-qualified stock options, stock appreciation rights, restricted stock, restricted stock units (“RSUs”), stock awards, dividend equivalents, other stock-based awards, cash awards and substitute awards intended to align the interests of service providers, with those of our shareholders. As of the end of the first quarter of fiscal year 2022, 10,687,500 shares were authorized for issuance under the 2021 LTIP.

On June 22, 2021, in connection with our IPO, the Board adopted the Torrid Holdings Inc. 2021 Employee Stock Purchase Plan (the “ESPP”), intended to qualify under Section 423 of the U.S. Internal Revenue Code of 1986, as amended, in order to provide all of our eligible employees with a further incentive towards ensuring our success and accomplishing our corporate goals. The ESPP allows eligible employees to contribute up to 15% of their base earnings towards purchases of common stock, subject to an annual maximum. The purchase price is 85% of the lower of (i) the fair market value of the stock on the date of enrollment and (ii) the fair market value of the stock on the last day of the related purchase period. As of the end of the first quarter of fiscal year 2022, 3,650,000 shares were authorized for issuance under the ESPP.

Incentive Units

Prior to the IPO, Torrid Holding LLC issued 13,660,000 Class A, Class B, Class C, Class D, Class E, Class F, Class G, Class H and Class J Torrid incentive units, in the aggregate, net of forfeitures, to certain members of our management.

We recognized the impact of share-based compensation associated with incentive units issued by Torrid Holding LLC in selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive income. The share-based compensation expense and related capital contribution are reflected in our condensed consolidated financial statements as these awards were deemed to be for our benefit. The intent of the incentive units was to provide profit-sharing opportunities to management rather than equity ownership in our then parent, Torrid Holding LLC. The incentive units did not have any voting or distribution rights and contained a repurchase feature, whereby upon termination, Torrid Holding LLC had the right to purchase from former employees any or all of the vested incentive units at fair value. In addition, although the fair value of the incentive units was determined through an option pricing methodology that utilized the possible equity values of Torrid Holding LLC, the settlement amounts and method of settlement of the incentive units were at the discretion of the Board. Based on these aforementioned features and characteristics, we determined that the incentive units were in-substance liabilities accounted for as liability instruments in accordance with ASC 710, Compensation. The incentive units were remeasured based on the fair value of the awards at the end of each reporting period. We recorded the expense associated with changes in the fair value of these incentive units as a capital contribution from our former parent, Torrid Holding LLC, as our former parent is the legal obligor for the incentive units.

The incentive units were valued utilizing a contingent claims analysis (“CCA”) methodology based on a Black-Scholes option pricing model (“OPM”). Under the OPM, each class of incentive units was modeled as a call option with a unique claim on the assets of Torrid Holding LLC. The characteristics of each class of incentive units determined the uniqueness of the claim on the assets of Torrid Holding LLC. The OPM used to value the incentive units incorporated various assumptions, including the time to liquidity event, equity volatility and risk-free interest rate of return. Equity volatility was based on the historical volatilities of comparable publicly traded companies for the time horizon equal to the time to the anticipated liquidity event; and the risk-free interest rate was for a term corresponding to the time to liquidity event. The assumptions underlying the valuation

of the incentive units represented our best estimates, which involved inherent uncertainties and the application of our judgement. The most recent remeasurement of the fair value of the incentive units utilizing the CCA methodology was performed as of May 1, 2021.

During the second quarter of fiscal year 2021, we recorded a share-based compensation expense remeasurement adjustment of $111.4 million related to the increase in the value of the incentive units as indicated by the Torrid Holding LLC equity value as of June 30, 2021, following the pricing of our IPO. The vested portion of the incentive units was exchanged for 13,353,122 shares of our common stock of an equivalent fair value as the vested incentive units and the unvested portion was cancelled. As such, the fair value of these incentive units is no longer recognized in our condensed consolidated statement of operations and comprehensive income.

During the three-month period ended May 1, 2021, we recognized share-based compensation expense of $39.8 million, primarily due to an increase in the Torrid Holding LLC equity value.

IPO Awards

Pursuant to the agreements we entered into with certain members of our management, upon completion of the IPO, such employees received one-time grants of RSUs (“IPO Awards”) in an aggregate amount equal to $5.7 million. 50% of the IPO Awards were fully vested on the date of grant, and the remaining 50% will vest in equal installments on the first, second and third anniversaries of the date of our IPO. These members of our management must remain employed by us through each vesting date in order to vest in the applicable portions of their IPO Awards. Consequently, we recognized $2.8 million of share-based compensation expense related to these IPO Awards upon the consummation of our IPO with the remainder recognized over the three-year vesting period.

RSUs

RSUs are awarded to certain employees, non-employee directors and consultants and entitle the grantee to receive shares of common stock at the end of a vesting period, subject to the employee's continued employment or service as a director or consultant. 50% of the RSUs granted as IPO Awards fully vested on the date of grant, and the remaining 50% will vest in equal installments on the first, second and third anniversaries of the date of grant. In general, the remaining RSUs vest in equal installments each year over 4 years.

RSU activity under the 2021 LTIP consists of the following (in thousands except per share amounts):

	Shares	Weighted average grant date fair value per share
Nonvested, January 29, 2022	278	$	26.75
Granted	249	$	6.06
Vested	—
Forfeited	(14)	$	27.00
Nonvested, April 30, 2022	513	$	16.59

As of the end of the first quarter of fiscal year 2022, unrecognized compensation expense related to unvested RSUs was $6.8 million, which is expected to be recognized over a weighted average period of approximately 3.3 years.

Restricted Stock Awards

Restricted stock awards are awarded to certain employees, non-employee directors and consultants, subject to the employee's continued employment or service as a director or consultant. Restricted stock awards vest over periods ranging from 2 to 4 years, subject to the employee's continued employment or service as an employee, non-employee director or consultant, as applicable, on each vesting date.

Restricted stock award activity under the 2021 LTIP consists of the following (in thousands except per share amounts):

	Shares	Weighted average grant date fair value per share
Nonvested, January 29, 2022	532	$	27.00
Granted	—
Vested	(60)	$	27.00
Forfeited	—
Nonvested, April 30, 2022	472	$	27.00

As of the end of the first quarter of fiscal year 2022, unrecognized compensation expense related to unvested restricted stock awards was $12.1 million, which is expected to be recognized over a weighted average period of approximately 2.0 years.

Stock Options

Stock options generally vest in equal installments each year over 4 years and generally expire 10 years from the grant date.

Stock option activity under the 2021 LTIP consists of the following (in thousands except per share and contractual life amounts):

	Shares	Weighted average exercise price per share		Weighted average remaining contractual life (years)	Aggregate intrinsic value
Outstanding, January 29, 2022	337	$	21.03	9.4	$	—
Granted	440	$	6.06
Exercised	—
Expired / forfeited	(28)	$	21.00
Outstanding, April 30, 2022	749	$	12.21	9.6	$	—
Exercisable, April 30, 2022	—

The weighted average grant date fair value of stock option awards granted during the three-month period ended April 30, 2022 was $3.43 per option and was estimated at the grant date using the Black-Scholes option pricing model with the following weighted average assumptions:

Dividend yield	—		%
Expected volatility(1)	57.9		%
Risk-free interest rate(2)	2.41		%
Expected term(3)	6.25 years
Grant date fair value per share	$	6.06

(1)     The expected volatility is estimated based on the historical volatility of a select peer group of similar publicly traded companies for a term that is consistent with the expected term of the stock options.

(2)    The risk-free interest rates are based on the U.S. Treasury constant maturity interest rate whose term is consistent with the expected term of the stock options.

(3)    The expected term of the stock options represents the estimated period of time until exercise and is calculated using the simplified method.

As of the end of the first quarter of fiscal year 2022, unrecognized compensation expense related to unvested stock options was $4.2 million, which is expected to be recognized over a weighted average period of approximately 3.7 years.

XML

Commitment and Contingencies

3 Months Ended

Apr. 30, 2022

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Litigation

From time to time, we are involved in matters of litigation that arise in the ordinary course of business. Though significant litigation or awards against us could seriously harm our business and financial results, we do not at this time expect any of our pending matters of litigation to have a material adverse effect on our overall financial condition.

Indemnities, Commitments and Guarantees

During the ordinary course of business, we have made certain indemnities, commitments and guarantees under which we may be required to make payments in relation to certain transactions. These indemnities include those given to various lessors in connection with facility leases for certain claims arising from such facility or lease and indemnities to our board of directors and officers to the maximum extent permitted. Commitments include those given to various merchandise vendors and suppliers. From time to time, we have issued guarantees in the form of standby letters of credit as security for workers’ compensation claims (our letters of credit are discussed in more detail in “Note 12—Debt Financing Arrangements”). The durations of these indemnities, commitments and guarantees vary. Some of these indemnities, commitments and guarantees do not provide for any limitation of the maximum potential future payments we could be obligated to make. We have not recorded any liability for these indemnities, commitments and guarantees in the accompanying condensed consolidated financial statements as no demands have been made upon us to provide indemnification under such agreements and there are no claims that we are aware of that could have a material effect on our condensed consolidated financial statements.

XML

Stockholders' Deficit

3 Months Ended

Apr. 30, 2022

Equity [Abstract]

Stockholders' Deficit

Stockholders' Deficit

Torrid was formed on October 29, 2019 and capitalized on February 20, 2020. Torrid is authorized to issue 1.0 billion shares of common stock at $0.01 par value, and 5.0 million shares of preferred stock at $0.01 par value. Torrid had 104,977,755 shares of common stock and no shares of preferred stock issued and outstanding as of April 30, 2022. Historical periods prior to the formation of Torrid have been revised to reflect our current capital structure.

On June 22, 2021, Torrid's stockholder approved an amendment to Torrid's certificate of incorporation to (i) effect a 110,000-for-1 stock split of all shares of the issued and outstanding common stock, which was effected on June 22, 2021 and (ii) authorize 5.0 million shares of preferred stock. All share and per-share data in the financial statements and notes to the financial statements has been retroactively adjusted to reflect the stock split for all periods presented. The par value of the common stock was not adjusted as a result of the stock split.

XML

Share Repurchases

3 Months Ended

Apr. 30, 2022

Equity [Abstract]

Share Repurchases

Share Repurchases

On December 6, 2021, the Board authorized a new share repurchase program under which we may purchase up to $100.0 million of our outstanding common stock. Repurchases may be made from time to time, depending upon a variety of factors, including share price, corporate and regulatory requirements, and other market and business conditions, as determined by us. We may purchase shares of our common stock in the open market at current market prices at the time of purchase, in privately negotiated transactions, or by other means. The authorization does not, however, obligate us to acquire any particular amount of shares, and the share repurchase program may be suspended or terminated at any time at our discretion. As of April 30, 2022, we had approximately $53.8 million remaining under the repurchase program.

Share repurchase activity consists of the following (in thousands except share and per share amounts):

	Three Months Ended
	April 30, 2022		May 1, 2021
Number of shares repurchased	2,918,556		—
Total cost	$	22,865	$	—
Average per share cost including commissions	$	7.83	$	—

We have elected to retire shares repurchased to date. Shares retired become part of the pool of authorized but unissued shares. We have elected to record the purchase price of the retired shares in excess of par value, including transaction costs, directly as an increase in accumulated deficit. As of April 30, 2022, $0.6 million of share repurchases were included in accrued and other current liabilities in our condensed consolidated balance sheets as these repurchase transactions had not yet settled.

XML

Earnings Per Share	3 Months Ended
	Apr. 30, 2022
Earnings Per Share [Abstract]
Earnings Per Share	Earnings Per ShareBasic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share is applicable only in periods of net income and is computed by dividing net income by the weighted average number of common shares outstanding for the period, inclusive of potentially dilutive common share equivalents outstanding for the period. Periods of net loss require the diluted computation to be the same as the basic computation. There were approximately 17.0 thousand potentially dilutive common share equivalents outstanding during the three-month period ended April 30, 2022 that were included in the computation of diluted earnings per share. There was an aggregate of approximately 1.3 million potentially dilutive common share equivalents outstanding during the three-month period ended April 30, 2022, but were not included in the computation of diluted earnings per share because their effect would have been anti-dilutive. For the three-month period ended May 1, 2021, there were no potentially dilutive common share equivalents outstanding and there were no potentially dilutive common share equivalents that were not included in the computation of diluted earnings per share.

XML

Fair Value Measurements

3 Months Ended

Apr. 30, 2022

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

We carry certain of our assets and liabilities at fair value in accordance with GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

Valuation techniques used to measure fair value require us to maximize the use of observable inputs and minimize the use of unobservable inputs. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

Level 1: Quoted prices in active markets for identical assets or liabilities.

Level 2: Observable inputs, other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets; quoted prices for similar assets or liabilities in markets that are not active; or other inputs other than quoted prices that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities, including interest rates and yield curves, and market corroborated inputs.

Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. These are valued based on our estimates and assumptions that market participants would use in pricing the asset or liability.

Financial assets and liabilities measured at fair value on a recurring basis as of the end of the first quarter of fiscal year 2022 consisted of the following (in thousands):

	April 30, 2022		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)	$	26	$	26	$	—	$	—
Total assets	$	26	$	26	$	—	$	—
Liabilities:
Deferred compensation plan liability (noncurrent)	$	5,685	$	—	$	5,685	$	—
Total liabilities	$	5,685	$	—	$	5,685	$	—

Financial assets and liabilities measured at fair value on a recurring basis as of the end of fiscal year 2021 consisted of the following (in thousands):

	January 29, 2022		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)	$	11,411	$	11,411	$	—	$	—
Total assets	$	11,411	$	11,411	$	—	$	—
Liabilities:
Deferred compensation plan liability (noncurrent)	$	6,873	$	—	$	6,873	$	—
Total liabilities	$	6,873	$	—	$	6,873	$	—

The fair value of our money market funds is based on quoted prices in active markets. The deferred compensation plan liability represents the amount that would be earned by participants if the funds were invested in securities traded in active markets. The fair value of the deferred compensation plan liability is determined based on quoted prices of similar assets that are traded in observable markets, or represents the cash withheld by participants prior to any investment activity.

XML

Private Label Credit Card	3 Months Ended
	Apr. 30, 2022
Receivables [Abstract]
Private Label Credit Card	Private Label Credit CardWe have an agreement with a third party to provide customers with private label credit cards (“Credit Card Agreement”). Each private label credit card bears the logo of the Torrid brand and can only be used at our store locations and on www.torrid.com. A third-party financing company is the sole owner of the accounts issued under the private label credit card program and absorbs the losses associated with non-payment by the private label card holders and a portion of any fraudulent usage of the accounts. Pursuant to the Credit Card Agreement, we receive marketing and promotional funds from the third-party financing company for certain expenses we incur based on usage of the private label credit cards. These marketing and promotional funds are recorded as a reduction in selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive income. During the three-month periods ended April 30, 2022 and May 1, 2021, these funds amounted to $4.8 million and $4.6 million, respectively, related to these private label credit cards.

XML

Deferred Compensation Plan	3 Months Ended
	Apr. 30, 2022
Compensation Related Costs [Abstract]
Deferred Compensation Plan	Deferred Compensation PlanOn August 1, 2015, we established the Torrid LLC Management Deferred Compensation Plan (“Deferred Compensation Plan”) for the purpose of providing highly compensated employees a program to meet their financial planning needs. The Deferred Compensation Plan provides participants with the opportunity to defer up to 80% of their base salary and up to 100% of their annual earned bonus, all of which, together with the associated investment returns, are 100% vested from the outset. The Deferred Compensation Plan is designed to be exempt from most provisions of the Employee Retirement Security Act of 1974, as amended. All deferrals and associated earnings are our general unsecured obligations. We may at our discretion contribute certain amounts to eligible employees’ accounts. To the extent participants are ineligible to receive contributions from participation in our 401(k) Plan (as defined in “Note 22—Employee Benefit Plan”), we may contribute 50% of the first 4% of participants’ eligible contributions into their Deferred Compensation Plan accounts. As of the end of the first quarter of fiscal year 2022 and as of the end of fiscal year 2021, we did not have any assets of the Deferred Compensation Plan and the associated liabilities were $6.6 million and $7.2 million, respectively, included in our condensed consolidated balance sheets. As of the end of the first quarter of fiscal year 2022, $0.9 million of the $6.6 million Deferred Compensation Plan liabilities were included in accrued and other current liabilities in our condensed consolidated balance sheets. As of the end of fiscal year 2021, $0.4 million of the $7.2 million Deferred Compensation Plan Liabilities were included in accrued and other current liabilities in our condensed consolidated balance sheets.

XML

Employee Benefit Plan	3 Months Ended
	Apr. 30, 2022
Retirement Benefits [Abstract]
Employee Benefit Plan	Employee Benefit PlanOn August 1, 2015, we adopted the Torrid 401(k) Plan (“401(k) Plan”). All employees who have been employed by us for at least 200 hours and are at least 21 years of age are eligible to participate. Employees may contribute up to 80% of their eligible compensation to the 401(k) Plan, subject to a statutorily prescribed annual limit. We may at our discretion contribute certain amounts to eligible employees’ accounts. We may contribute 50% of the first 4% of participants’ eligible contributions into their 401(k) Plan accounts. During the three-month periods ended April 30, 2022 and May 1, 2021, we contributed $0.2 million and $0.2 million, respectively, to eligible employees’ 401(k) Plan accounts.

XML

Subsequent Events	3 Months Ended
	Apr. 30, 2022
Subsequent Events [Abstract]
Subsequent Events	Subsequent EventsSubsequent to April 30, 2022 and through June 6, 2022, we repurchased an additional 1.4 million shares of common stock for $7.9 million.

XML

Basis of Presentation and Description of the Business (Policies)

3 Months Ended

Apr. 30, 2022

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Fiscal Year

Fiscal YearOur fiscal year ends on the Saturday nearest to January 31 and each fiscal year is generally comprised of four 13-week quarters (although in years with 53 weeks, the fourth quarter is comprised of 14 weeks).

Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and applicable rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial information. Accordingly, the interim financial statements do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair statement of the results for the interim periods presented have been included. Operating results for the three-month periods ended April 30, 2022 and May 1, 2021 are not necessarily indicative of the results that may be expected for any future interim periods, the fiscal year ending January 28, 2023, or for any future year.

Principles of Consolidation

The condensed consolidated balance sheet information at January 29, 2022 has been derived from the audited consolidated financial statements at that date, but does not include all of the disclosures required by GAAP. The accompanying unaudited interim condensed consolidated financial statements and related footnotes should be read in conjunction with our audited consolidated financial statements and notes thereto in our Annual Report on Form 10-K for the year ended January 29, 2022. The unaudited interim condensed consolidated financial statements include Torrid and those of our wholly owned subsidiaries. All intercompany transactions and balances have been eliminated in consolidation.

Segment Reporting

We have determined that we have one reportable segment, which includes the operation of our e-Commerce platform and stores. The single segment was identified based on how the Chief Operating Decision Maker, who we have determined to be our Chief Executive Officer, manages and evaluates performance and allocates resources.

Store Pre-Opening Cost

Store Pre-Opening CostsCosts incurred in connection with the opening of new stores, store remodels or relocations are expensed as incurred in selling, general and administrative expenses in our condensed consolidated statements of operations and comprehensive income.

Recently Adopted Accounting Standards And Accounting Pronouncements Not Yet Adopted

Recently Adopted Accounting Standards during the Three-Month Period Ended April 30, 2022

We did not adopt any new accounting standards during the three-month period ended April 30, 2022.

Accounting Pronouncements Not Yet Adopted

We have considered all recent accounting pronouncements and have concluded that there are no recent accounting pronouncements not yet adopted that are applicable to us, based on current information.

Inventory

InventoryOur inventory is comprised solely of finished goods and is valued at the lower of moving average cost or net realizable value. We make certain assumptions regarding net realizable value in order to assess whether our inventory is recorded properly at the lower of cost or net realizable value. These assumptions are based on historical average selling price experience, current selling price information and estimated future selling price information. Physical inventory counts are conducted at least once during the year to determine actual inventory on hand and shrinkage. We accrue our estimated inventory shrinkage for the period between the last physical count and current balance sheet date.

XML

Prepaid Expenses and Other Current Assets (Tables)

3 Months Ended

Apr. 30, 2022

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consist of the following (in thousands):

	April 30, 2022		January 29, 2022
Prepaid and other information technology expenses	6,400		5,692
Prepaid advertising	2,807		700
Prepaid casualty insurance	1,335		3,050
Other	5,712		5,244
Prepaid expenses and other current assets	$	16,254	$	14,686

XML

Property and Equipment (Tables)

3 Months Ended

Apr. 30, 2022

Property, Plant and Equipment [Abstract]

Summary of Property and Equipment

Property and equipment are summarized as follows (in thousands):

	April 30, 2022		January 29, 2022
Property and equipment, at cost
Leasehold improvements	$	169,533	$	168,084
Furniture, fixtures and equipment	106,851		108,261
Software and licenses	12,618		15,356
Construction-in-progress	8,183		4,743
	297,185		296,444
Less: Accumulated depreciation and amortization	(172,997)		(168,879)
Property and equipment, net	$	124,188	$	127,565

XML

Implementation Costs Incurred in Cloud Computing Arrangements that are Service Contracts (Tables)

3 Months Ended

Apr. 30, 2022

Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]

Schedule of Deferred Implementation Costs

Deferred implementation costs incurred in cloud computing arrangements that are service contracts are summarized as follows (in thousands):

	April 30, 2022		January 29, 2022
Internal use of third party hosted software, gross	$	12,034	$	11,877
Less: Accumulated amortization	(4,452)		(3,892)
Internal use of third party hosted software, net	$	7,582	$	7,985

XML

Accrued and Other Current Liabilities (Tables)

3 Months Ended

Apr. 30, 2022

Payables and Accruals [Abstract]

Accrued and Other Current Liabilities

Accrued and other current liabilities consist of the following (in thousands):

	April 30, 2022		January 29, 2022
Accrued payroll and related expenses	$	13,171	$	31,194
Accrued inventory-in-transit	21,997		37,156
Accrued loyalty program	13,574		13,481
Accrued sales return allowance	7,791		4,347
Gift cards	9,416		11,695
Deferred revenue	2,190		2,879
Accrued sales and use tax	5,235		4,136
Accrued freight	6,931		6,048
Term loan interest payable	129		1,762
Accrued marketing	4,568		5,419
Accrued self-insurance liabilities	3,100		2,891
Other	14,238		17,700
Accrued and other current liabilities	$	102,340	$	138,708

XML

Leases (Tables)

3 Months Ended

Apr. 30, 2022

Leases [Abstract]

Lease Costs and Other Supplementary Information Related to Leases

Our lease costs during the three-month periods ended April 30, 2022 and May 1, 2021 consist of the following (in thousands):

	Three Months Ended
	April 30, 2022		May 1, 2021
Operating (fixed) lease cost	$	12,785	$	13,118
Short-term lease cost	53		10
Variable lease cost	3,344		4,760
Total lease cost	$	16,182	$	17,888

Other supplementary information related to our leases is reflected in the table below (in thousands except lease term and discount rate data): 

	Three Months Ended
	April 30, 2022			May 1, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	14,458		$	16,333
Right-of-use assets obtained in exchange for new operating lease liabilities	$	4,342		$	715
Decrease in right-of-use assets resulting from operating lease modifications or remeasurements	$	(1,450)		$	(885)
Weighted average remaining lease term - operating leases	6 years			6 years
Weighted average discount rate - operating leases	6		%	6		%

XML

Revenue Recognition (Tables)

3 Months Ended

Apr. 30, 2022

Revenue from Contract with Customer [Abstract]

Disaggregation of Revenue

Our revenue, disaggregated by product category, consists of the following (in thousands):

	Three Months Ended
	April 30, 2022		May 1, 2021
Apparel	$	291,653	$	301,117
Non-apparel	36,756		24,630
Total net sales	$	328,409	$	325,747

XML

Debt Financing Arrangements (Tables)

3 Months Ended

Apr. 30, 2022

Debt Disclosure [Abstract]

Schedule of Debt Financing Arrangements

Our debt financing arrangements consist of the following (in thousands):

	April 30, 2022		January 29, 2022
Existing ABL Facility, as amended	$	24,300	$	—
Term loan
New Term Loan Credit Agreement	341,250		350,000
Less: current portion of unamortized original issue discount and debt financing costs	(1,356)		(1,356)
Less: noncurrent portion of unamortized original issue discount and debt financing costs	(6,945)		(7,284)
Total term loan outstanding, net of unamortized original issue discount and debt financing costs	332,949		341,360
Less: current portion of term loan, net of unamortized original issue discount and debt financing costs	(16,144)		(20,519)
Total term loan, net of current portion and unamortized original issue discount and debt financing costs	$	316,805	$	320,841

Schedule of Principal Repayments of Debt

Fixed mandatory principal repayments due on the outstanding term loan are as follows as of the end of the first quarter of fiscal year 2022 (in thousands):

2022	13,125
2023	17,500
2024	17,500
2025	17,500
2026	17,500
2027	17,500
2028	240,625
	$	341,250

XML

Share-Based Compensation (Tables)

3 Months Ended

Apr. 30, 2022

Share-based Payment Arrangement [Abstract]

Share-based Compensation Expense

Our share-based compensation expense, by award type, consists of the following (in thousands):

	Three Months Ended
	April 30, 2022		May 1, 2021
Restricted stock units	$	501	$	—
Restricted stock awards	1,677		—
Stock options	194		—
Employee stock purchase plan	108		—
Remeasurement adjustments for incentive units	—		39,779
Share-based compensation before income taxes	2,480		39,779
Income tax detriment	(288)		—
Net share based compensation expense	$	2,192	$	39,779

Restricted Stock Unit Activity

RSU activity under the 2021 LTIP consists of the following (in thousands except per share amounts):

	Shares	Weighted average grant date fair value per share
Nonvested, January 29, 2022	278	$	26.75
Granted	249	$	6.06
Vested	—
Forfeited	(14)	$	27.00
Nonvested, April 30, 2022	513	$	16.59

Restricted Stock Activity

Restricted stock award activity under the 2021 LTIP consists of the following (in thousands except per share amounts):

	Shares	Weighted average grant date fair value per share
Nonvested, January 29, 2022	532	$	27.00
Granted	—
Vested	(60)	$	27.00
Forfeited	—
Nonvested, April 30, 2022	472	$	27.00

Stock Option Activity

Stock option activity under the 2021 LTIP consists of the following (in thousands except per share and contractual life amounts):

	Shares	Weighted average exercise price per share		Weighted average remaining contractual life (years)	Aggregate intrinsic value
Outstanding, January 29, 2022	337	$	21.03	9.4	$	—
Granted	440	$	6.06
Exercised	—
Expired / forfeited	(28)	$	21.00
Outstanding, April 30, 2022	749	$	12.21	9.6	$	—
Exercisable, April 30, 2022	—

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions

The weighted average grant date fair value of stock option awards granted during the three-month period ended April 30, 2022 was $3.43 per option and was estimated at the grant date using the Black-Scholes option pricing model with the following weighted average assumptions:

Dividend yield	—		%
Expected volatility(1)	57.9		%
Risk-free interest rate(2)	2.41		%
Expected term(3)	6.25 years
Grant date fair value per share	$	6.06

(1)     The expected volatility is estimated based on the historical volatility of a select peer group of similar publicly traded companies for a term that is consistent with the expected term of the stock options.

(2)    The risk-free interest rates are based on the U.S. Treasury constant maturity interest rate whose term is consistent with the expected term of the stock options.

(3)    The expected term of the stock options represents the estimated period of time until exercise and is calculated using the simplified method.

XML

Share Repurchases (Tables)

3 Months Ended

Apr. 30, 2022

Equity [Abstract]

Share repurchase activity

Share repurchase activity consists of the following (in thousands except share and per share amounts):

	Three Months Ended
	April 30, 2022		May 1, 2021
Number of shares repurchased	2,918,556		—
Total cost	$	22,865	$	—
Average per share cost including commissions	$	7.83	$	—

XML

Fair Value Measurements (Tables)

3 Months Ended

Apr. 30, 2022

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

Financial assets and liabilities measured at fair value on a recurring basis as of the end of the first quarter of fiscal year 2022 consisted of the following (in thousands):

	April 30, 2022		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)	$	26	$	26	$	—	$	—
Total assets	$	26	$	26	$	—	$	—
Liabilities:
Deferred compensation plan liability (noncurrent)	$	5,685	$	—	$	5,685	$	—
Total liabilities	$	5,685	$	—	$	5,685	$	—

Financial assets and liabilities measured at fair value on a recurring basis as of the end of fiscal year 2021 consisted of the following (in thousands):

	January 29, 2022		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)	$	11,411	$	11,411	$	—	$	—
Total assets	$	11,411	$	11,411	$	—	$	—
Liabilities:
Deferred compensation plan liability (noncurrent)	$	6,873	$	—	$	6,873	$	—
Total liabilities	$	6,873	$	—	$	6,873	$	—

XML

Basis of Presentation and Description of the Business (Details) $ / shares in Units, $ in Millions			3 Months Ended
	Jul. 06, 2021 USD ($) $ / shares shares	Jun. 22, 2021 shares	Apr. 30, 2022 USD ($) segment shares
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Stock split ratio, common stock		110,000
Preferred stock, authorized (in shares) | shares		5,000,000	5,000,000
Subsidiary, Sale of Stock [Line Items]
Stock split ratio, common stock		110,000
Preferred stock, authorized (in shares) | shares		5,000,000	5,000,000
Underwriting discounts and offering costs | $	$ 6.0
Number of reportable segments | segment			1
Pre-opening costs | $			$ 0.2
IPO
Subsidiary, Sale of Stock [Line Items]
Number of shares sold (in shares) | shares	12,650,000
Offering price (in USD per share) | $ / shares	$ 21.00
Net proceeds from sale of stock | $	$ 248.4
Over-Allotment Option
Subsidiary, Sale of Stock [Line Items]
Number of shares sold (in shares) | shares	1,650,000
Underwriting discounts and offering costs | $	$ 17.3

XML

Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands	Apr. 30, 2022	Jan. 29, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Prepaid and other information technology expenses	$ 6,400	$ 5,692
Prepaid advertising	2,807	700
Prepaid casualty insurance	1,335	3,050
Other	5,712	5,244
Prepaid expenses and other current assets	$ 16,254	$ 14,686

XML

Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands	Apr. 30, 2022	Jan. 29, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	$ 297,185	$ 296,444
Less: Accumulated depreciation and amortization	(172,997)	(168,879)
Property and equipment, net	124,188	127,565
Leasehold improvements
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	169,533	168,084
Furniture, fixtures and equipment
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	106,851	108,261
Software and licenses
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	12,618	15,356
Construction-in-progress
Property, Plant and Equipment [Line Items]
Property and equipment, at cost	$ 8,183	$ 4,743

XML

Property and Equipment - Narrative (Details) - USD ($)	3 Months Ended
	Apr. 30, 2022	May 01, 2021
Property, Plant and Equipment [Abstract]
Depreciation	$ 9,300,000	$ 8,600,000
Impairment charges of long-lived assets	$ 0	$ 0

XML

Implementation Costs Incurred in Cloud Computing Arrangements that are Service Contracts - Deferred Implementation Costs (Details) - USD ($) $ in Thousands	Apr. 30, 2022	Jan. 29, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Internal use of third party hosted software, gross	$ 12,034	$ 11,877
Less: Accumulated amortization	(4,452)	(3,892)
Internal use of third party hosted software, net	$ 7,582	$ 7,985

XML

Implementation Costs Incurred in Cloud Computing Arrangements that are Service Contracts - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Apr. 30, 2022	May 01, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Amortization expense	$ 0.6	$ 0.3

XML

Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands	Apr. 30, 2022	Jan. 29, 2022
Accrued Expenses And Liabilities [Line Items]
Accrued payroll and related expenses	$ 13,171	$ 31,194
Accrued inventory-in-transit	21,997	37,156
Accrued loyalty program	13,574	13,481
Accrued sales return allowance	7,791	4,347
Accrued sales and use tax	5,235	4,136
Accrued freight	6,931	6,048
Term loan interest payable	129	1,762
Accrued marketing	4,568	5,419
Accrued self-insurance liabilities	3,100	2,891
Other	14,238	17,700
Accrued and other current liabilities	102,340	138,708
Gift cards
Accrued Expenses And Liabilities [Line Items]
Gift cards and deferred revenue	9,416	11,695
Deferred revenue
Accrued Expenses And Liabilities [Line Items]
Gift cards and deferred revenue	$ 2,190	$ 2,879

XML

Leases - Lease Costs (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 30, 2022	May 01, 2021
Leases [Abstract]
Operating (fixed) lease cost	$ 12,785	$ 13,118
Short-term lease cost	53	10
Variable lease cost	3,344	4,760
Total lease cost	$ 16,182	$ 17,888

XML

Leases - Narrative (Details) - USD ($)	3 Months Ended
	May 01, 2021	Apr. 30, 2022	Jan. 29, 2022
Leases [Abstract]
Deferred fixed lease payment		$ 0	$ 0
Reduction to lease cost	$ 300,000

XML

Leases - Other Supplementary Information Related to Leases (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 30, 2022	May 01, 2021
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$ 14,458	$ 16,333
Right-of-use assets obtained in exchange for new operating lease liabilities	4,342	715
Decrease in right-of-use assets resulting from operating lease modifications or remeasurements	$ (1,450)	$ (885)
Weighted average remaining lease term - operating leases	6 years	6 years
Weighted average discount rate - operating leases	6.00%	6.00%

XML

Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 30, 2022	May 01, 2021
Disaggregation of Revenue [Line Items]
Net sales	$ 328,409	$ 325,747
Apparel
Disaggregation of Revenue [Line Items]
Net sales	291,653	301,117
Non-apparel
Disaggregation of Revenue [Line Items]
Net sales	$ 36,756	$ 24,630

XML

Revenue Recognition - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Apr. 30, 2022	May 01, 2021
Loyalty Program
Disaggregation of Revenue [Line Items]
Revenue recognized	$ 7.8	$ 7.3
Gift cards
Disaggregation of Revenue [Line Items]
Revenue recognized	$ 3.6	$ 2.7

XML

Loyalty Program (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 30, 2022	May 01, 2021	Jan. 29, 2022
Revenue from Contract with Customer [Abstract]
Unredeemed points, expiration period	13 months
Unredeemed awards, expiration period	45 days
Accrued loyalty program	$ 13,574		$ 13,481
Reduction in net sales	$ 100	$ 1,100

XML

Related Party Transactions - Services Agreements with Hot Topic (Details) - USD ($) $ in Thousands		3 Months Ended
	Mar. 21, 2019	Apr. 30, 2022	May 01, 2021	Jan. 29, 2022
Related Party Transaction [Line Items]
Cost of goods sold		$ 203,263	$ 180,815
Selling, general and administrative expenses		67,431	109,913
Affiliated Entity | Amended and Restated Services Agreement with Hot Topic
Related Party Transaction [Line Items]
Agreement term	3 years
Affiliated Entity | Information Technology Services with Hot Topic
Related Party Transaction [Line Items]
Total costs		900	900
Affiliated Entity | Various Services with Hot Topic
Related Party Transaction [Line Items]
Total costs		600	1,900
Cost of goods sold			1,300
Selling, general and administrative expenses			$ 600
Due to related parties		200		$ 0
Affiliated Entity | Pass-Through Expenses With Hot Topic
Related Party Transaction [Line Items]
Due to related parties		$ 1,000		$ 1,700

XML

Related Party Transactions - IT Asset Purchase Agreement with Hot Topic (Details) - Hot Topic $ in Millions	Aug. 01, 2019 USD ($)
Related Party Transaction [Line Items]
Asset purchase agreement, purchase price	$ 29.5
Assets acquired	3.5
Information Technology-Related Obligations and Personnel
Related Party Transaction [Line Items]
Assets acquired	1.4
Liabilities transferred	$ 0.1

XML

Related Party Transactions - Sponsor Advisory Services Agreement (Details) - USD ($)	3 Months Ended
	Apr. 30, 2022	May 01, 2021	Jan. 29, 2022
Related Party Transaction [Line Items]
Payments to related parties	$ 5,298,000	$ (430,000)
Affiliated Entity | Strategic Planning and Other Related Services with Sycamore
Related Party Transaction [Line Items]
Due to related parties	0		$ 0
Payments to related parties	$ 0	0
Affiliated Entity | Reimbursement for Management Expenses with Sycamore
Related Party Transaction [Line Items]
Reimbursements		$ 0

XML

Related Party Transactions - Other Related Party Transactions (Details) - USD ($) $ in Thousands	1 Months Ended		3 Months Ended		5 Months Ended
	Sep. 30, 2020	Apr. 30, 2020	Apr. 30, 2022	May 01, 2021	May 31, 2021	Jan. 29, 2022
Affiliated Entity | Purchase of Supplies from MGF Sourcing US, LLC
Related Party Transaction [Line Items]
Purchases			$ 17,000	$ 13,500
Due to related parties			18,600			$ 12,100
Affiliated Entity | Purchase of Supplies from HU Merchandising, LLC
Related Party Transaction [Line Items]
Purchases			100	$ 100
Due to related parties			$ 100			$ 100
Affiliated Entity | Equity Funding from Sycamore | Maximum
Related Party Transaction [Line Items]
Equity funding commitment	$ 20,000	$ 20,000
Management | Consulting Services Agreement with CFO
Related Party Transaction [Line Items]
Monthly consulting fee					$ 10

XML

Debt Financing Arrangements - Schedule (Details) - USD ($) $ in Thousands	Apr. 30, 2022	Jan. 29, 2022
Debt Instrument [Line Items]
Less: current portion of term loan, net of unamortized original issue discount and debt financing costs	$ (16,144)	$ (20,519)
Total term loan, net of current portion and unamortized original issue discount and debt financing costs	316,805	320,841
Line of Credit | Revolving Credit Facility
Debt Instrument [Line Items]
Total	24,300	0
Term Loan
Debt Instrument [Line Items]
Term loan	341,250	350,000
Less: current portion of unamortized original issue discount and debt financing costs	(1,356)	(1,356)
Less: noncurrent portion of unamortized original issue discount and debt financing costs	(6,945)	(7,284)
Total	332,949	341,360
Less: current portion of term loan, net of unamortized original issue discount and debt financing costs	(16,144)	(20,519)
Total term loan, net of current portion and unamortized original issue discount and debt financing costs	$ 316,805	$ 320,841

XML

Debt Financing Arrangements - Maturity (Details) - Term Loan - USD ($) $ in Thousands	Apr. 30, 2022	Jan. 29, 2022
Debt Instrument [Line Items]
2022	$ 13,125
Long-Term Debt, Maturity, Year One	17,500
Long-Term Debt, Maturity, Year Two	17,500
2025	17,500
2026	17,500
2027	17,500
2028	240,625
Total	$ 341,250	$ 350,000

XML

Debt Financing Arrangements - New Term Loan Credit Agreement (Details) - Term Loan - USD ($)		3 Months Ended
	Jun. 14, 2021	Apr. 30, 2022	Jan. 29, 2022
Debt Instrument [Line Items]
Interest rate		7.00%
Outstanding borrowing		$ 332,949,000	$ 341,360,000
New Term Loan Credit Agreement
Debt Instrument [Line Items]
Aggregate amount of debt	$ 350,000,000
OID	3,500,000
Financing costs paid	$ 6,000,000
Outstanding borrowing		332,900,000
Interest expense		5,500,000
OIF and financing costs		300,000
Debt term	7 years
Long-term Debt, Fair Value		$ 327,600,000

XML

Debt Financing Arrangements - Term Loan Credit Agreement (Details) - USD ($)				1 Months Ended	3 Months Ended
	Jun. 14, 2021	Aug. 01, 2019	Jun. 14, 2019	Sep. 30, 2020	May 01, 2021	Sep. 17, 2020
Hot Topic
Debt Instrument [Line Items]
Asset purchase agreement, purchase price		$ 29,500,000
Amended Term Loan Credit Agreement | Term Loan
Debt Instrument [Line Items]
Aggregate amount of debt						$ 260,000,000
OID						$ 2,900,000
Interest expense					$ 4,100,000
OIF and financing costs					$ 400,000
Term Loan Credit Agreement | Term Loan
Debt Instrument [Line Items]
Financing costs paid			$ 4,600,000
Term Loan | Amended Term Loan Credit Agreement
Debt Instrument [Line Items]
Payment of long-term debt	$ 207,500,000			$ 35,000,000
Interest payments	1,200,000			200,000
Amendment fee				$ 500,000
Prepayment penalty	2,100,000
Write off of deferred debt issuance cost	5,200,000
Prepayment penalty incurred	$ 2,100,000

XML

Debt Financing Arrangements - Senior Secured Asset-Based Revolving Credit Facility (Details) - USD ($)	3 Months Ended				6 Months Ended
	Apr. 30, 2022	Jan. 29, 2022	May 01, 2021	May 05, 2018	Aug. 01, 2020	Jun. 14, 2021	Jun. 14, 2019	Oct. 23, 2017	May 31, 2015
Line of Credit Facility [Line Items]
Maximum restricted payment	$ 127,500,000
Standby letters of credit issued and outstanding	$ 5,300,000	$ 5,300,000
Revolving Credit Facility
Line of Credit Facility [Line Items]
Maximum borrowing capacity						$ 150,000,000	$ 70,000,000	$ 100,000,000	$ 50,000,000
Additional borrowing capacity								$ 30,000,000
Interest rate at end of period	4.00%
Availability	$ 120,400,000	123,900,000
Interest payments	$ 400,000		$ 100,000
Revolving Credit Facility | Line of Credit
Line of Credit Facility [Line Items]
Financing costs incurred		700,000		$ 500,000
Write off of deferred debt issuance cost					$ 100,000
Unamortized financing costs		$ 100,000
Debt term	5 years
Amortization of financing costs	$ 0		$ 0

XML

Income Taxes (Details) - USD ($) $ in Thousands		3 Months Ended
	Aug. 01, 2019	Apr. 30, 2022	May 01, 2021	Jan. 29, 2022
Income Tax Disclosure [Abstract]
Provision for income taxes		$ 9,383	$ 8,054
Effective tax rate		28.10%	38.40%
Unrecognized tax benefits including interest and penalties		$ 4,000		$ 4,000
Unrecognized tax benefits, net		3,500		$ 3,500
Decrease in unrecognized tax benefits is reasonably possible		300
Decrease in unrecognized tax benefits is reasonably possible, net		$ 300
Hot Topic
Asset Acquisition [Line Items]
Asset purchase agreement, purchase price	$ 29,500
Amortizable basis, period	3 years
Difference in net book value and tax amortizable basis of assets acquired	$ 26,000
Net book value of assets acquired	3,500
Tax amortizable basis	29,500
Deferred tax	$ 6,700

XML

Share-Based Compensation - Share-based Compensation Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Apr. 30, 2022	Jul. 31, 2021	May 01, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 2,480		$ 39,779
Income tax detriment	(288)		0
Net share based compensation expense	2,192		39,779
Restricted stock units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	501		0
Restricted stock awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	1,677		0
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	194		0
Employee stock purchase plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	108		0
Incentive units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 0	$ 111,400	$ 39,779

XML

Share-Based Compensation - Narrative (Details) - USD ($) $ in Thousands		3 Months Ended			5 Months Ended
	Jul. 06, 2021	Apr. 30, 2022	Jul. 31, 2021	May 01, 2021	Jun. 21, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense		$ 2,480		$ 39,779
Employee stock purchase plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense		108		0
Incentive units
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares issued, net of forfeitures					13,660,000
Share-based compensation expense		0	$ 111,400	39,779
Number of shares exchanged			13,353,122
RSU
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense		$ 501		0
Award vesting period		4 years
Unrecognized share-based compensation expense		$ 6,800
Unvested awards, weighted average period for recognition		3 years 3 months 18 days
RSU | Fully vested on grant date
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting percentage		50.00%
RSU | Vest in equal installments on first, second and third anniversaries of date of grant
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting percentage		50.00%
RSU | Management
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense	$ 2,800
Award vesting period	3 years
Aggregate value of grants in period	$ 5,700
RSU | Management | Fully vested on grant date
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting percentage	50.00%
RSU | Management | Vest in equal installments on first, second and third anniversaries of date of grant
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting percentage	50.00%
Restricted stock awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense		$ 1,677		0
Unrecognized share-based compensation expense		$ 12,100
Unvested awards, weighted average period for recognition		2 years
Restricted stock awards | Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period		2 years
Restricted stock awards | Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Award vesting period		4 years
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense		$ 194		$ 0
Award vesting period		4 years
Unrecognized share-based compensation expense		$ 4,200
Unvested awards, weighted average period for recognition		3 years 8 months 12 days
Award expiration period		10 years
2021 Long-Term Incentive Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized		10,687,500
2021 Employee Stock Purchase Plan | Employee stock purchase plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized		3,650,000
Maximum contribution as percentage of base earnings		15.00%
Purchase price (as a percent)		85.00%

XML

Share-Based Compensation - Restricted Stock Unit Activity (Details) - RSU shares in Thousands	3 Months Ended
	Apr. 30, 2022 $ / shares shares
Shares
Nonvested, January 29, 2022 (in shares) | shares	278
Granted (in shares) | shares	249
Vested (in shares) | shares	0
Forfeited (in shares) | shares	(14)
Nonvested, April 30, 2022 (in shares) | shares	513
Weighted average grant date fair value per share
Nonvested, January 29, 2022 (in USD per share) | $ / shares	$ 26.75
Granted (in USD per share) | $ / shares	6.06
Vested (in USD per share) | $ / shares
Forfeited (in USD per share) | $ / shares	27.00
Nonvested, April 30, 2021 (in USD per share) | $ / shares	$ 16.59

XML

Share-Based Compensation - Restricted Stock Activity (Details) - Restricted stock awards shares in Thousands	3 Months Ended
	Apr. 30, 2022 $ / shares shares
Shares
Nonvested, January 29, 2022 (in shares) | shares	532
Granted (in shares) | shares	0
Vested (in shares) | shares	(60)
Forfeited (in shares) | shares	0
Nonvested, April 30, 2022 (in shares) | shares	472
Weighted average grant date fair value per share
Nonvested, January 29, 2022 (in USD per share) | $ / shares	$ 27.00
Granted (in USD per share) | $ / shares
Vested (in USD per share) | $ / shares	27.00
Forfeited (in USD per share) | $ / shares
Nonvested, April 30, 2021 (in USD per share) | $ / shares	$ 27.00

XML

Share-Based Compensation - Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended	12 Months Ended
	Apr. 30, 2022	Jan. 29, 2022
Shares
Outstanding, January 29, 2022 (in shares)	337
Granted (in shares)	440
Exercised (in shares)	0
Expired / forfeited (in shares)	(28)
Outstanding, April 30, 2022 (in shares)	749	337
Exercisable, April 30, 2022 (in shares)	0
Weighted average exercise price per share
Outstanding, January 29, 2022 (in USD per share)	$ 21.03
Granted (in USD per share)	6.06
Expired / forfeited (in USD per share)	21.00
Outstanding, April 30, 2022 (in USD per share)	$ 12.21	$ 21.03
Stock Options Additional Disclosures
Weighted average remaining contractual life (years)	9 years 7 months 6 days	9 years 4 months 24 days
Aggregate intrinsic value	$ 0	$ 0

XML

Share-Based Compensation - Stock Option Activity, Valuation Assumptions (Details)	3 Months Ended
	Apr. 30, 2022 $ / shares
Share-based Payment Arrangement [Abstract]
Weighted average grant date fair value per share (in USD per share)	$ 3.43
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield	0.00%
Expected volatility	57.90%
Risk-free interest rate	2.41%
Expected term	6 years 3 months
Grant date fair value per share (in USD per share)	$ 6.06

XML

Stockholders' Deficit (Details)	Jun. 22, 2021 shares	Apr. 30, 2022 $ / shares shares	Jan. 29, 2022 shares
Equity [Abstract]
Common stock, authorized (in shares)		1,000,000,000.0
Common stock, par value (in USD per share) | $ / shares		$ 0.01
Preferred stock, authorized (in shares)	5,000,000	5,000,000
Preferred stock, par value (in USD per share) | $ / shares		$ 0.01
Common stock, issued (in shares)		104,977,755	107,857,625
Common stock, outstanding (in shares)		104,977,755	107,857,625
Preferred stock, issued (in shares)		0
Preferred stock, outstanding (in shares)		0
Stock split ratio, common stock	110,000

XML

Share Repurchases - Narrative (Details) - USD ($)	Apr. 30, 2022	Jan. 29, 2022	Dec. 06, 2021
Equity, Class of Treasury Stock [Line Items]
Share repurchase program (up to)			$ 100,000,000
Remaining share repurchase program	$ 53,800,000
Accrued and other current liabilities	102,340,000	$ 138,708,000
Share Repurchase Program Authorized December 6, 2021
Equity, Class of Treasury Stock [Line Items]
Accrued and other current liabilities	$ 600,000

XML

Share Repurchases - Share Repurchase Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Apr. 30, 2022	May 01, 2021
Equity [Abstract]
Number of shares repurchased (in shares)	2,918,556	0
Total cost	$ 22,865	$ 0
Average per share cost including commissions (in dollars per share)	$ 7.83	$ 0

XML

Earnings Per Share (Details) - shares	3 Months Ended
	Apr. 30, 2022	May 01, 2021
Earnings Per Share [Abstract]
Potentially dilutive common share equivalents outstanding (in shares)	1,300,000	17,000

XML

Fair Value Measurements (Details) - Fair Value, Recurring - USD ($) $ in Thousands	Apr. 30, 2022	Jan. 29, 2022
Assets:
Total assets	$ 26	$ 11,411
Liabilities:
Deferred compensation plan liability (noncurrent)	5,685	6,873
Total liabilities	5,685	6,873
Money market funds (cash equivalent)
Assets:
Money market funds (cash equivalent)	26	11,411
Quoted Prices in Active Markets for Identical Items (Level 1)
Assets:
Total assets	26	11,411
Liabilities:
Deferred compensation plan liability (noncurrent)	0	0
Total liabilities	0	0
Quoted Prices in Active Markets for Identical Items (Level 1) | Money market funds (cash equivalent)
Assets:
Money market funds (cash equivalent)	26	11,411
Significant Other Observable Inputs (Level 2)
Assets:
Total assets	0	0
Liabilities:
Deferred compensation plan liability (noncurrent)	5,685	6,873
Total liabilities	5,685	6,873
Significant Other Observable Inputs (Level 2) | Money market funds (cash equivalent)
Assets:
Money market funds (cash equivalent)	0	0
Significant Unobservable Inputs (Level 3
Assets:
Total assets	0	0
Liabilities:
Deferred compensation plan liability (noncurrent)	0	0
Total liabilities	0	0
Significant Unobservable Inputs (Level 3 | Money market funds (cash equivalent)
Assets:
Money market funds (cash equivalent)	$ 0	$ 0

XML

Private Label Credit Card (Details) - USD ($) $ in Millions	3 Months Ended
	Apr. 30, 2022	May 01, 2021
Receivables [Abstract]
Marketing and promotional funds	$ 4.8	$ 4.6

XML

Deferred Compensation Plan (Details) - USD ($)	3 Months Ended
	Apr. 30, 2022	Jan. 29, 2022
Compensation Related Costs [Abstract]
Percentage of maximum annual deferral	80.00%
Percentage of annual earned bonus eligible for contribution	100.00%
Percentage of contributions vested from outset	100.00%
Employer matching contribution, percent of match	50.00%
Percentage of eligible contributions	4.00%
Deferred compensation plan assets	$ 0	$ 0
Deferred compensation liabilities	6,600,000	7,200,000
Current deferred compensation liabilities	$ 900,000	$ 400,000

XML

Employee Benefit Plan (Details) $ in Millions	3 Months Ended
	Apr. 30, 2022 USD ($) hour	May 01, 2021 USD ($)
Retirement Benefits [Abstract]
Defined Contribution Plan, Tax Status [Extensible Enumeration]	Qualified Plan [Member]
Required number of hours | hour	200
Age requirement	21 years
Percentage of maximum employee contribution	80.00%
Employer matching contribution, percent of match	50.00%
Employer matching contribution, percent of participants' eligible contribution	4.00%
Contributions | $	$ 0.2	$ 0.2

XML

Subsequent Events (Details) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended
	Jun. 06, 2022	Apr. 30, 2022	May 01, 2021
Subsequent Event [Line Items]
Shares repurchased (in shares)		2,918,556	0
Shares repurchased		$ 22,865	$ 0
Subsequent Event
Subsequent Event [Line Items]
Shares repurchased (in shares)	1,400,000
Shares repurchased	$ 7,900