Cover
Cover - shares | 3 Months Ended | |
May 04, 2024 | Jun. 10, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | May 04, 2024 | |
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 $0.01 per share | |
Trading Symbol | CURV | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 104,350,021 | |
Entity Central Index Key | 0001792781 | |
Current Fiscal Year End Date | --02-01 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) - USD ($) $ in Thousands | May 04, 2024 | Feb. 03, 2024 |
Current assets: | ||
Cash and cash equivalents | $ 20,465 | $ 11,735 |
Restricted cash | 399 | 399 |
Inventory | 144,808 | 142,199 |
Prepaid expenses and other current assets | 27,032 | 22,229 |
Prepaid income taxes | 1,592 | 2,561 |
Total current assets | 194,296 | 179,123 |
Property and equipment, net | 98,455 | 103,516 |
Operating lease right-of-use assets | 153,931 | 162,444 |
Deposits and other noncurrent assets | 15,915 | 14,783 |
Deferred tax assets | 8,681 | 8,681 |
Intangible asset | 8,400 | 8,400 |
Total assets | 479,678 | 476,947 |
Current liabilities: | ||
Accounts payable | 58,850 | 46,183 |
Accrued and other current liabilities | 108,764 | 107,750 |
Operating lease liabilities | 36,050 | 42,760 |
Borrowings under credit facility | 0 | 7,270 |
Current portion of term loan | 16,144 | 16,144 |
Due to related parties | 8,519 | 9,329 |
Income taxes payable | 5,996 | 2,671 |
Current portion of term loan | 234,323 | 232,107 |
Noncurrent operating lease liabilities | 147,730 | 155,825 |
Term loan | 284,517 | 288,553 |
Deferred compensation | 5,259 | 5,474 |
Other noncurrent liabilities | 6,489 | 6,705 |
Total liabilities | 678,318 | 688,664 |
Commitments and contingencies (Note 15) | ||
Stockholders' deficit | ||
Preferred shares: $0.01 par value; 5,000,000 shares authorized; zero shares issued and outstanding at May 4, 2024 and February 3, 2024 | 0 | 0 |
Common shares: $0.01 par value; 1,000,000,000 shares authorized; 104,345,896 shares issued and outstanding at May 4, 2024; 104,204,554 shares issued and outstanding at February 3, 2024 | 1,044 | 1,043 |
Additional paid-in capital | 136,133 | 135,140 |
Accumulated deficit | (335,415) | (347,587) |
Accumulated other comprehensive loss | (402) | (313) |
Total stockholders' deficit | (198,640) | (211,717) |
Total liabilities and stockholders' deficit | $ 479,678 | $ 476,947 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) - $ / shares | May 04, 2024 | Feb. 03, 2024 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in USD per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, issued (in shares) | 0 | 0 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Common shares, par value (in USD per share) | $ 0.01 | $ 0.01 |
Common shares, authorized (in shares) | 1,000,000,000 | 1,000,000,000 |
Common shares, issued (in shares) | 104,345,896 | 104,204,554 |
Common shares, outstanding (in shares) | 104,345,896 | 104,204,554 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (UNAUDITED) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
May 04, 2024 | Apr. 29, 2023 | |
Income Statement [Abstract] | ||
Net sales | $ 279,771 | $ 293,854 |
Cost of goods sold | 164,350 | 183,212 |
Gross profit | 115,421 | 110,642 |
Selling, general and administrative expenses | 76,466 | 71,228 |
Marketing expenses | 12,812 | 13,351 |
Income from operations | 26,143 | 26,063 |
Interest expense | 9,377 | 9,468 |
Other expense, net of other income | 110 | 60 |
Income before provision for income taxes | 16,656 | 16,535 |
Provision for income taxes | 4,484 | 4,727 |
Net income | 12,172 | 11,808 |
Comprehensive income: | ||
Net income | 12,172 | 11,808 |
Other comprehensive loss: | ||
Foreign currency translation adjustment | (89) | (170) |
Total other comprehensive loss | (89) | (170) |
Comprehensive income | $ 12,083 | $ 11,638 |
Net earnings per share: | ||
Basic (in USD per share) | $ 0.12 | $ 0.11 |
Diluted (in USD per share) | $ 0.12 | $ 0.11 |
Weighted average number of shares: | ||
Basic (in shares) | 104,268 | 103,800 |
Diluted (in shares) | 105,247 | 104,027 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT (UNAUDITED) - USD ($) $ in Thousands | Total | Common Shares | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Loss |
Beginning balance (in shares) at Jan. 28, 2023 | 103,775,000 | ||||
Beginning balance at Jan. 28, 2023 | $ (230,224) | $ 1,038 | $ 128,205 | $ (359,206) | $ (261) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 11,808 | 11,808 | |||
Issuance of common shares and withholding tax payments related to vesting of restricted stock awards and restricted stock units (in shares) | 53,000 | ||||
Issuance of common shares and withholding tax payments related to vesting of restricted stock awards and restricted stock units | (123) | $ 1 | (124) | ||
Share-based compensation | 2,377 | 2,377 | |||
Other comprehensive income (loss) | (170) | (170) | |||
Beginning balance (in shares) at Apr. 29, 2023 | 103,828,000 | ||||
Ending balance at Apr. 29, 2023 | $ (216,332) | $ 1,039 | 130,458 | (347,398) | (431) |
Beginning balance (in shares) at Feb. 03, 2024 | 104,204,554 | 104,205,000 | |||
Beginning balance at Feb. 03, 2024 | $ (211,717) | $ 1,043 | 135,140 | (347,587) | (313) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 12,172 | 12,172 | |||
Issuance of common shares and withholding tax payments related to vesting of restricted stock awards and restricted stock units (in shares) | 141,000 | ||||
Issuance of common shares and withholding tax payments related to vesting of restricted stock awards and restricted stock units | (296) | $ 1 | (297) | ||
Share-based compensation | 1,290 | 1,290 | |||
Other comprehensive income (loss) | $ (89) | (89) | |||
Beginning balance (in shares) at May. 04, 2024 | 104,345,896 | 104,346,000 | |||
Ending balance at May. 04, 2024 | $ (198,640) | $ 1,044 | $ 136,133 | $ (335,415) | $ (402) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) $ in Thousands | 3 Months Ended | |
May 04, 2024 | Apr. 29, 2023 | |
OPERATING ACTIVITIES | ||
Net income | $ 12,172 | $ 11,808 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Write down of inventory | 685 | 732 |
Operating right-of-use assets amortization | 10,169 | 9,982 |
Depreciation and other amortization | 9,639 | 9,617 |
Share-based compensation | 1,658 | 2,488 |
Other | (590) | (742) |
Changes in operating assets and liabilities: | ||
Inventory | (3,431) | 4,402 |
Prepaid expenses and other current assets | (4,803) | (1,827) |
Prepaid income taxes | 969 | 231 |
Deposits and other noncurrent assets | (1,176) | (1,057) |
Accounts payable | 12,911 | 1,458 |
Accrued and other current liabilities | 3,126 | (16,667) |
Operating lease liabilities | (15,840) | (10,052) |
Other noncurrent liabilities | (165) | (170) |
Deferred compensation | (215) | 295 |
Due to related parties | (810) | (2,957) |
Income taxes payable | 3,325 | 3,682 |
Net cash provided by operating activities | 27,624 | 11,223 |
INVESTING ACTIVITIES | ||
Purchases of property and equipment | (7,008) | (5,660) |
Net cash used in investing activities | (7,008) | (5,660) |
FINANCING ACTIVITIES | ||
Proceeds from revolving credit facility | 62,780 | 197,020 |
Principal payments on revolving credit facility | (70,050) | (193,450) |
Principal payments on term loan | (4,375) | (4,375) |
Proceeds from issuances under share-based compensation plans | 86 | 129 |
Withholding tax payments related to vesting of restricted stock units and awards | (300) | (124) |
Net cash used in financing activities | (11,859) | (800) |
Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash | (27) | (72) |
Increase in cash, cash equivalents and restricted cash | 8,730 | 4,691 |
Cash, cash equivalents and restricted cash at beginning of period | 12,134 | 13,935 |
Cash, cash equivalents and restricted cash at end of period | 20,864 | 18,626 |
SUPPLEMENTAL INFORMATION | ||
Cash paid during the period for interest related to the revolving credit facility and term loan | 9,709 | 9,065 |
Cash paid during the period for income taxes | 201 | 834 |
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES | ||
Property and equipment purchases included in accounts payable and accrued liabilities | $ 1,927 | $ 2,241 |
Basis of Presentation and Descr
Basis of Presentation and Description of the Business | 3 Months Ended |
May 04, 2024 | |
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. 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. 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 year 2024 is a 52-week year and fiscal year 2023 was a 53-week year. Fiscal years are identified according to the calendar year in which they begin. For example, references to “fiscal year 2024” or similar references refer to the fiscal year ending February 1, 2025. References to the first quarter of fiscal years 2024 and 2023 and to the three-month periods ended May 4, 2024 and April 29, 2023, respectively, refer to the 13-week periods then ended. Basis of Presentation and Principles of Consolidation The accompanying unaudited 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 May 4, 2024 and April 29, 2023 are not necessarily indicative of the results that may be expected for any future interim periods, the fiscal year ending February 1, 2025, or for any future fiscal year. The condensed consolidated balance sheet information at February 3, 2024 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 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 fiscal year ended February 3, 2024. The unaudited 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 in North America aimed at fashionable women who are curvy and wear 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. 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. Net sales related to our operations in Canada and Puerto Rico during the three-month periods ended May 4, 2024 and April 29, 2023 were not material, and therefore are not reported separately from domestic net sales. 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 $0.4 million and $0.3 million of pre-opening costs during the three-month periods ended May 4, 2024 and April 29, 2023, respectively. |
Accounting Standards
Accounting Standards | 3 Months Ended |
May 04, 2024 | |
Accounting Policies [Abstract] | |
Accounting Standards | Accounting Standards Recently Adopted Accounting Standards during the Three-Month Period Ended May 4, 2024 We did not adopt any new accounting standards during the three-month period ended May 4, 2024 . Accounting Standards Not Yet Adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 will affect reportable segment disclosure requirements, primarily by requiring enhanced disclosures about significant segment expenses on an interim and annual basis. ASU 2023-07 will be effective for us on February 1, 2025, with the option to early adopt at any time prior to the effective date and will require adoption on a retrospective basis. We are currently evaluating the impact of the standard on our financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The ASU includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. ASU 2023-09 will be effective for us on February 1, 2025, with the option to early adopt at any time prior to the effective date and will require adoption on either a prospective or retrospective basis. We are currently evaluating the impact of the standard on our financial statements and disclosures. |
Inventory
Inventory | 3 Months Ended |
May 04, 2024 | |
Inventory Disclosure [Abstract] | |
Inventory | 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 in our stores for the period between the last physical count and current balance sheet date. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 3 Months Ended |
May 04, 2024 | |
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): May 4, 2024 February 3, 2024 Prepaid and other information technology expenses 16,128 10,975 PLCC Funds receivable 2,197 2,759 Prepaid advertising 793 389 Prepaid casualty insurance 1,231 2,489 Other 6,683 5,617 Prepaid expenses and other current assets $ 27,032 $ 22,229 |
Property and Equipment
Property and Equipment | 3 Months Ended |
May 04, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment are summarized as follows (in thousands): May 4, 2024 February 3, 2024 Property and equipment, at cost Leasehold improvements $ 190,521 $ 187,114 Furniture, fixtures and equipment 121,329 122,746 Software and licenses 14,902 14,809 Construction-in-progress 3,869 3,241 330,621 327,910 Less: Accumulated depreciation and amortization (232,166) (224,394) Property and equipment, net $ 98,455 $ 103,516 We recorded depreciation expense related to our property and equipment in the amounts of $9.3 million and $9.2 million during the three-month periods ended May 4, 2024 and April 29, 2023, 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 May 4, 2024 and April 29, 2023, we did not recognize any impairment charges. |
Implementation Costs Incurred i
Implementation Costs Incurred in Cloud Computing Arrangements that are Service Contracts | 3 Months Ended |
May 04, 2024 | |
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 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 implementation 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): May 4, 2024 February 3, 2024 Internal use of third party hosted software, gross $ 31,779 $ 28,516 Less: Accumulated amortization (12,969) (11,360) Internal use of third party hosted software, net $ 18,810 $ 17,156 |
Accrued and Other Current Liabi
Accrued and Other Current Liabilities | 3 Months Ended |
May 04, 2024 | |
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): May 4, 2024 February 3, 2024 Accrued inventory-in-transit $ 18,330 $ 23,227 Accrued payroll and related expenses 20,828 13,780 Accrued loyalty program 11,902 12,526 Gift cards 11,315 12,974 Accrued sales return allowance 8,003 6,018 Accrued freight 5,191 5,470 Accrued marketing 4,633 3,862 Accrued sales and use tax 4,104 3,354 Accrued self-insurance liabilities 3,010 3,313 Deferred revenue 2,442 1,949 Accrued purchases of property and equipment 769 3,121 Accrued lease costs 3,799 3,306 Term loan interest payable 2,836 3,548 Other 11,602 11,302 Accrued and other current liabilities $ 108,764 $ 107,750 |
Leases
Leases | 3 Months Ended |
May 04, 2024 | |
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 May 4, 2024 and April 29, 2023 consist of the following (in thousands): Three Months Ended May 4, 2024 April 29, 2023 Operating (fixed) lease cost $ 13,144 $ 13,651 Short-term lease cost 38 28 Variable lease cost 5,598 5,142 Total lease cost $ 18,780 $ 18,821 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 May 4, 2024 April 29, 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 14,847 $ 15,582 Right-of-use assets obtained in exchange for new operating lease liabilities $ 3,545 $ 4,364 Decrease in right-of-use assets resulting from operating lease modifications or remeasurements $ 1,414 $ 2,491 Weighted average remaining lease term - operating leases 6 years 6 years Weighted average discount rate - operating leases 7 % 6 % |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
May 04, 2024 | |
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 May 4, 2024 April 29, 2023 Apparel $ 252,630 $ 258,913 Non-apparel 20,286 26,848 Other 6,855 8,093 Total net sales $ 279,771 $ 293,854 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. Amounts within Other primarily represent PLCC Funds received. We have an agreement with a third party, which is amended from time to time, to provide customers with private label credit cards (“Credit Card Agreement”). Each private label credit card (“PLCC”) 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 PLCC program and absorbs the losses associated with non-payment by the PLCC holders and a portion of any fraudulent usage of the accounts. Pursuant to the Credit Card Agreement, we receive royalties, profit-sharing and marketing and promotional funds from the third-party financing company based on usage of the PLCCs. These PLCC Funds are recorded as a component of net sales in the condensed consolidated statements of operations and comprehensive income. 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 May 4, 2024, we recognized revenue of approximately $7.5 million and $3.0 million related to our accrued loyalty program and gift cards, respectively, that existed at the beginning of fiscal year 2024. During the three-month period ended April 29, 2023, we recognized revenue of approximately $6.8 million and $3.2 million related to our accrued loyalty program and gift cards, respectively, that existed at the beginning of fiscal year 2023. 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 2024 and as of the end of fiscal year 2023, we had $11.9 million and $12.5 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 May 4, 2024 and April 29, 2023, we recorded $0.6 million and $0.7 million, respectively, as a benefit to net sales. Actual results may differ from our estimates, resulting in changes to net sales. |
Loyalty Program
Loyalty Program | 3 Months Ended |
May 04, 2024 | |
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 May 4, 2024 April 29, 2023 Apparel $ 252,630 $ 258,913 Non-apparel 20,286 26,848 Other 6,855 8,093 Total net sales $ 279,771 $ 293,854 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. Amounts within Other primarily represent PLCC Funds received. We have an agreement with a third party, which is amended from time to time, to provide customers with private label credit cards (“Credit Card Agreement”). Each private label credit card (“PLCC”) 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 PLCC program and absorbs the losses associated with non-payment by the PLCC holders and a portion of any fraudulent usage of the accounts. Pursuant to the Credit Card Agreement, we receive royalties, profit-sharing and marketing and promotional funds from the third-party financing company based on usage of the PLCCs. These PLCC Funds are recorded as a component of net sales in the condensed consolidated statements of operations and comprehensive income. 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 May 4, 2024, we recognized revenue of approximately $7.5 million and $3.0 million related to our accrued loyalty program and gift cards, respectively, that existed at the beginning of fiscal year 2024. During the three-month period ended April 29, 2023, we recognized revenue of approximately $6.8 million and $3.2 million related to our accrued loyalty program and gift cards, respectively, that existed at the beginning of fiscal year 2023. 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 2024 and as of the end of fiscal year 2023, we had $11.9 million and $12.5 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 May 4, 2024 and April 29, 2023, we recorded $0.6 million and $0.7 million, respectively, as a benefit to net sales. Actual results may differ from our estimates, resulting in changes to net sales. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
May 04, 2024 | |
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. On March 21, 2019, we entered into an amended and restated services agreement with Hot Topic, which was subsequently amended on August 1, 2019, April 30, 2023 and May 3, 2024 (“Amended and Restated Services Agreement”). Under the Amended and Restated Services Agreement, Hot Topic provides us (or causes applicable third parties to provide) real estate leasing and construction management 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. During the three-month periods ended May 4, 2024 and April 29, 2023, Hot Topic charged us $0.5 million and $0.6 million, respectively, for various services under the applicable service agreements, all of which were recorded as components of selling, general and administrative expenses. As of the end of the first quarter of fiscal year 2024 and as of the end of fiscal year 2023, we owed $0.2 million and $0.2 million, respectively, to Hot Topic for these services which is included in due to related parties in our condensed consolidated balance sheets. On August 1, 2019, we entered into a services agreement with Hot Topic, which was subsequently amended on July 31, 2022, September 30, 2022, December 1, 2022, January 1, 2024, and most recently, on May 30, 2024 (“Amended Reverse Services Agreement”). Under the Amended Reverse Services Agreement, Torrid provides Hot Topic with certain information technology services for a fixed fee. The May 30, 2024 amendment solely amends certain pricing information. The Amended Reverse Services Agreement will continue by its terms until terminated by us or Hot Topic. During the three-month periods ended May 4, 2024 and April 29, 2023, we charged Hot Topic $0.3 million and $0.4 million , respectively, for these services. As of the end of the first quarter of fiscal year 2024 and as of the end of fiscal year 2023, Hot Topic owed us $0.1 million and $0.1 million, respectively, 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 2024, the net amount we owed Hot Topic for these expenses was not material, and as of the end of fiscal year 2023, the net amount we owed Hot Topic for these expenses was $0.4 million, which is included in due to related parties in our condensed consolidated balance sheets. 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 2024 and as of the end of fiscal year 2023, there were no amounts due, and during the three-month periods ended May 4, 2024 and April 29, 2023, 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 May 4, 2024 and April 29, 2023, the amounts paid to Sycamore for these expenses were not material. As of the end of the first quarter of fiscal year 2024 and as of the end of fiscal year 2023, there was no amount due. 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 May 4, 2024 and April 29, 2023, cost of goods sold included $12.0 million and $15.3 million, respectively, related to the sale of merchandise purchased from this supplier. As of the end of the first quarter of fiscal year 2024 and as of the end of fiscal year 2023, the net amounts we owed MGF Sourcing US, LLC for these purchases were $8.3 million and $8.9 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 period ended May 4, 2024, cost of goods sold included $0.2 million related to the sale of merchandise purchased from this supplier, and during the three-month period ended April 29, 2023, cost of goods sold related to the sale of merchandise purchased from this supplier was not material. As of the end of the first quarter of fiscal year 2024, the amount due to HU Merchandising, LLC was $0.1 million, and as of the end of fiscal year 2023, the amount due to HU Merchandising, LLC was not material. |
Debt Financing Arrangements
Debt Financing Arrangements | 3 Months Ended |
May 04, 2024 | |
Debt Disclosure [Abstract] | |
Debt Financing Arrangements | Debt Financing Arrangements Our debt financing arrangements consist of the following (in thousands): May 4, 2024 February 3, 2024 ABL Facility, as amended $ — $ 7,270 Term loan Amended Term Loan Credit Agreement 306,250 310,625 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 (4,233) (4,572) Total term loan outstanding, net of unamortized original issue discount and debt financing costs 300,661 304,697 Less: current portion of term loan, net of unamortized original issue discount and debt financing costs (16,144) (16,144) Total term loan, net of current portion and unamortized original issue discount and debt financing costs $ 284,517 $ 288,553 Fixed mandatory principal repayments due on the outstanding term loan are as follows as of the end of the first quarter of fiscal year 2024 (in thousands): 2024 13,125 2025 17,500 2026 17,500 2027 17,500 2028 240,625 $ 306,250 Term Loan Credit Agreement On June 14, 2021, we entered into a term loan credit agreement (the “Term Loan Credit Agreement”) among Bank of America, N.A., as agent, and the lenders party thereto. On May 24, 2023, we entered into an amendment to the Term Loan Credit Agreement (the “Amended Term Loan Credit Agreement”). The Amended Term Loan Credit Agreement replaced the London Interbank Offered Rate (“LIBOR”) interest rate benchmark with the Secured Overnight Financing Rate (“SOFR”) benchmark. All other material terms of the Term Loan Credit Agreement remained substantially the same after giving effect to the Amended Term Loan Credit Agreement. In March 2020 and January 2021, the FASB issued ASU 2020-04, Reference Rate Reform (Topic 848)—Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”) and 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”), respectively. ASU 2020-04 and ASU 2021-01 include practical expedients which provide entities the option to account for qualifying amendments as if the modification was not substantial in accordance with Accounting Standards Codification (“ASC”) 470, Debt . We elected this option, accordingly, the Amended Term Loan Credit Agreement did not have a material impact on our condensed consolidated financial statements. The 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 Term Loan Credit Agreement, we paid financing costs of approximately $6.0 million. The elected interest rate on May 4, 2024 was approximately 11%. As of the end of the first quarter of fiscal year 2024, we were compliant with our debt covenants under the Amended Term Loan Credit Agreement. As of May 4, 2024, the fair value of the Amended Term Loan Credit Agreement was approximately $268.0 million. As of the end of fiscal year 2023, the fair value of the Amended Term Loan Credit Agreement was approximately $259.4 million. The fair value of the Amended 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 18—Fair Value Measurements”). As of the end of the first quarter of fiscal year 2024, total borrowings, net of OID and financing costs, of $300.7 million remain outstanding under the Amended Term Loan Credit Agreement. During the three-month periods ended May 4, 2024 and April 29, 2023, we recognized $8.7 million and $8.6 million, respectively, of interest expense related to the Amended Term Loan Credit Agreement. During the three-month periods ended May 4, 2024 and April 29, 2023, we recognized $0.3 million and $0.3 million , respectively, of OID and financing costs related to the Amended Term Loan Credit Agreement. The OID and financing costs are amortized over the Amended 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. 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 with Bank of America, N.A., which was subsequently amended in October 2017, June 2019, September 2019 and June 2021 (“ABL Facility”). Under the ABL Facility, as amended, the aggregate commitments available are $150.0 million (subject to a borrowing base), and we have the right to request additional commitments up to $50 million plus the aggregate principal amount of any permanent principal reductions we may take (subject to customary conditions precedent). The principal amount of the outstanding loans are due and payable on June 14, 2026. On April 21, 2023, we entered into a fourth amendment to the ABL Facility (the “4th Amendment”). The 4th Amendment replaced the LIBOR interest rate benchmark with the SOFR benchmark. All other material terms of the ABL Facility, as amended, remained substantially the same after giving effect to the 4th Amendment. We elected to apply the practical expedients included in ASU 2020-04 and 2021-01, accordingly, the 4th Amendment did not have a material impact on our condensed consolidated financial statements. As of the end of the first quarter of fiscal year 2024, the applicable interest rate for borrowings under the ABL Facility, as amended, was approximately 9% per annum. As of the end of the first quarter of fiscal year 2024, we were compliant with our debt covenants under the ABL Facility, as amended. As of the end of the first quarter of fiscal year 2024, the maximum restricted payment utilizing the ABL Facility, as amended, that our subsidiaries could make from its net assets was $108.4 million. We consider the carrying amounts of the 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 18—Fair Value Measurements”). Availability under the ABL Facility, as amended, as of the end of the first quarter of fiscal year 2024 was $116.1 million, which reflects no borrowings. Availability under the ABL Facility, as amended, at the end of fiscal year 2023 was $102.7 million, which reflects borrowings of $7.3 million. Standby letters of credit issued and outstanding were $11.4 million as of the end of the first quarter of fiscal year 2024 and $11.4 million as of the end of fiscal year 2023. We amortize financing costs associated with the ABL Facility, as amended, over the five-year term of the ABL Facility, as amended, and reflect them 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 May 4, 2024 and April 29, 2023, amortization of financing costs for the ABL Facility, as amended, was not material. During the three-month periods ended May 4, 2024 and April 29, 2023, interest payments were $0.3 million and $0.5 million, respectively. We recognize amortization of financing costs and interest payments for the revolving credit facility in interest expense in our condensed consolidated statements of operations and comprehensive income. |
Income Taxes
Income Taxes | 3 Months Ended |
May 04, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Effective Tax Rate During the three-month periods ended May 4, 2024 and April 29, 2023, the provision for income taxes were $4.5 million and $4.7 million, respectively. The effective tax rates for the three-month periods ended May 4, 2024 and April 29, 2023 were 26.9% and 28.6%, respectively. The decrease in the effective tax rate for the three-month period ended May 4, 2024 as compared to the three-month period ended April 29, 2023 was primarily due to a decrease in the amount of non-deductible compensation for covered employees relative to income before provision for income taxes for the three-month period ended May 4, 2024. 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 2024, the total liability for income tax associated with unrecognized tax benefits, including interest and penalties, was $2.5 million ($2.1 million, net of federal benefit). As of the end of fiscal year 2023, the total liability for income tax associated with unrecognized tax benefits, including interest and penalties, was $2.5 million ($2.1 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 $0.4 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. |
Share-Based Compensation
Share-Based Compensation | 3 Months Ended |
May 04, 2024 | |
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 May 4, 2024 April 29, 2023 Restricted stock units $ 636 $ 640 Restricted stock awards 36 945 Performance stock units 145 281 Stock options 395 435 Restricted cash units 368 111 Employee stock purchase plan 78 76 Share-based compensation before income taxes 1,658 2,488 Income tax detriment (benefit) 488 (308) Net share-based compensation expense $ 2,146 $ 2,180 RSUs Restricted stock unit (“RSU”) activity, including performance-based stock units (“PSUs”), consists of the following (in thousands, except per share amounts): Shares Weighted average grant date fair value per share Nonvested, February 3, 2024 1,953 $ 4.14 Granted 323 $ 4.51 Vested (203) $ 3.71 Forfeited (45) $ 6.36 Nonvested, May 4, 2024 2,028 $ 4.20 As of the end of the first quarter of fiscal year 2024, unrecognized compensation expense related to unvested RSUs, including PSUs, was $5.9 million, which is expected to be recognized over a weighted average period of approximately 2.4 years. Restricted Stock Awards Restricted stock award activity consists of the following (in thousands, except per share amounts): Shares Weighted average grant date fair value per share Nonvested, February 3, 2024 5 $ 27.00 Granted — Vested (1) $ 27.00 Forfeited — Nonvested, May 4, 2024 4 $ 27.00 As of the end of the first quarter of fiscal year 2024, unrecognized compensation expense related to unvested restricted stock awards was $0.1 million, which is expected to be recognized over a weighted average period of approximately 0.6 years. Stock Options Stock option activity 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, February 3, 2024 2,352 $ 4.98 Granted 524 $ 4.51 Exercised — Forfeited (82) $ 6.24 Outstanding, May 4, 2024 2,794 $ 4.85 8.7 $ 3,596 Exercisable, May 4, 2024 639 $ 6.07 7.9 $ 724 As of the end of the first quarter of fiscal year 2024, unrecognized compensation expense related to unvested stock options was $5.0 million, which is expected to be recognized over a weighted average period of approximately 3.0 years. RCUs Restricted cash units (“RCUs”) are awarded to certain employees, non-employee directors and consultants and represent the right to receive a cash payment at the end of a vesting period, subject to the employee’s continued employment or service as a director or consultant. In general, RCUs vest in equal installments each year over 4 years. RCUs are cash-settled with the value of each vested RCU equal to the lower of the closing price per share of our common stock on the vesting date or a specified per share price cap. We determined that RCUs are in-substance liabilities accounted for as liability instruments in accordance with ASC 718, Compensation—Stock Compensation , due to this cash settlement feature . RCUs are remeasured based on the closing price per share of our common stock at the end of each reporting period. As of the end of the first quarter of fiscal year 2024, the liability associated with unvested RCUs was $0.3 million, which is included in accrued and other current liabilities in the condensed consolidated balance sheet. |
Commitment and Contingencies
Commitment and Contingencies | 3 Months Ended |
May 04, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Litigation In November 2022, a class action complaint was filed against us in the U.S. District Court for the Central District of California (“the Court”), captioned Sandra Waswick v. Torrid Holdings Inc., et al. An amended complaint was filed in May 2023. The amended complaint alleges that certain statements in our registration statement on Form S-1 related to our IPO and in subsequent SEC filings and earnings calls were allegedly false and misleading. On December 1, 2023, the Court granted defendants’ motion to dismiss with leave to amend. Plaintiffs filed a further amended complaint on December 22, 2023, and defendants again moved to dismiss on January 26, 2024. Two shareholder derivative complaints were filed in September and October 2023 in the U.S. District Court for the District of Delaware against us (as a nominal defendant) and certain officers and directors, captioned Allegra Morgado v. Lisa Harper, et al. and Nicole Long v. Lisa Harper, et al. The derivative complaints similarly allege that certain statements were allegedly false and misleading and that the individual defendants breached their fiduciary duties. The derivative cases have been consolidated and stayed, pending further developments in the securities class action. We believe that these allegations are without merit and intend to vigorously defend ourselves against these claims. We are currently unable to determine the probability of the outcome of this matter or the range of reasonably possible loss, if any . From time to time, we are involved in other 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 these other matters of litigation to have a material adverse effect on our condensed consolidated financial statements. Indemnities, Commitments and Guarantees During the ordinary course of business, we have made certain other 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 ("Board") 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. |
Share Repurchases
Share Repurchases | 3 Months Ended |
May 04, 2024 | |
Equity [Abstract] | |
Share Repurchases | Share Repurchases On December 6, 2021, our Board authorized a 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 May 4, 2024, we had approximately $44.9 million remaining under the share repurchase program. For the three-month periods ended May 4, 2024 and April 29, 2023, we did not repurchase any shares. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
May 04, 2024 | |
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. During the three-month period ended May 4, 2024, there were approximately 1.0 million potentially dilutive common share equivalents outstanding that were included in the computation of diluted earnings per share. During the three-month period ended May 4, 2024, there were approximately 0.3 million restricted stock awards and RSUs, including PSUs, and approximately 2.2 million stock options outstanding, which were excluded from the computation of diluted earnings per share as those awards would have been anti-dilutive or were PSUs with performance conditions that had not yet been achieved. During the three-month period ended April 29, 2023, there were approximately 0.2 million potentially dilutive common share equivalents outstanding that were included in the computation of diluted earnings per share. During the three-month period ended April 29, 2023, there were approximately 1.0 million restricted stock awards and RSUs, including PSUs, and approximately 2.0 million stock options outstanding, which were excluded from the computation of diluted earnings per share as those awards would have been anti-dilutive or were PSUs with performance conditions that had not yet been achieved. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
May 04, 2024 | |
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 2024 consisted of the following (in thousands): May 4, Quoted Prices Significant Significant Assets: Money market funds (cash equivalent) $ 4,911 $ 4,911 $ — $ — Total assets $ 4,911 $ 4,911 $ — $ — Liabilities: Deferred compensation plan liability (noncurrent) $ 5,259 $ — $ 5,259 $ — Total liabilities $ 5,259 $ — $ 5,259 $ — Financial assets and liabilities measured at fair value on a recurring basis as of the end of fiscal year 2023 consisted of the following (in thousands): February 3, Quoted Prices Significant Significant Assets: Money market funds (cash equivalent) $ 33 $ 33 $ — $ — Total assets $ 33 $ 33 $ — $ — Liabilities: Deferred compensation plan liability (noncurrent) $ 5,474 $ — $ 5,474 $ — Total liabilities $ 5,474 $ — $ 5,474 $ — 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 |
Deferred Compensation Plan
Deferred Compensation Plan | 3 Months Ended |
May 04, 2024 | |
Compensation Related Costs [Abstract] | |
Deferred Compensation Plan | Deferred Compensation PlanOn August 1, 2015, we established the Torrid 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 were ineligible to receive contributions from participation in our 401(k) Plan (as defined in “Note 20—Employee Benefit Plan”), we contributed 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 2024 and as of the end of fiscal year 2023, we did not have any assets of the Deferred Compensation Plan and the associated liabilities were $5.5 million and $5.6 million, respectively, included in our condensed consolidated balance sheets. As of the end of the first quarter of fiscal year 2024, $0.2 million of the $5.5 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 2023, $0.1 million of the $5.6 million Deferred Compensation Plan liabilities were included in accrued and other current liabilities in our condensed consolidated balance sheets. |
Employee Benefit Plan
Employee Benefit Plan | 3 Months Ended |
May 04, 2024 | |
Retirement Benefits [Abstract] | |
Deferred Compensation Plan | Employee Benefit PlanOn August 1, 2015, we adopted the Torrid 401(k) Plan |
Basis of Presentation and Des_2
Basis of Presentation and Description of the Business (Policies) | 3 Months Ended |
May 04, 2024 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Fiscal Year | Fiscal Year |
Basis of Presentation | Basis of Presentation and Principles of Consolidation The accompanying unaudited 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 May 4, 2024 and April 29, 2023 are not necessarily indicative of the results that may be expected for any future interim periods, the fiscal year ending February 1, 2025, or for any future fiscal year. |
Principles of Consolidation | The condensed consolidated balance sheet information at February 3, 2024 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 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 fiscal year ended February 3, 2024. The unaudited 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 | Segment Reporting |
Store Pre-Opening Cost | Store Pre-Opening Costs |
Accounting Standards | Accounting Standards Recently Adopted Accounting Standards during the Three-Month Period Ended May 4, 2024 We did not adopt any new accounting standards during the three-month period ended May 4, 2024 . Accounting Standards Not Yet Adopted In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”). ASU 2023-07 will affect reportable segment disclosure requirements, primarily by requiring enhanced disclosures about significant segment expenses on an interim and annual basis. ASU 2023-07 will be effective for us on February 1, 2025, with the option to early adopt at any time prior to the effective date and will require adoption on a retrospective basis. We are currently evaluating the impact of the standard on our financial statements and disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). The ASU includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. ASU 2023-09 will be effective for us on February 1, 2025, with the option to early adopt at any time prior to the effective date and will require adoption on either a prospective or retrospective basis. We are currently evaluating the impact of the standard on our financial statements and disclosures. |
Inventory | 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 in our stores for the period between the last physical count and current balance sheet date. |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
May 04, 2024 | |
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): May 4, 2024 February 3, 2024 Prepaid and other information technology expenses 16,128 10,975 PLCC Funds receivable 2,197 2,759 Prepaid advertising 793 389 Prepaid casualty insurance 1,231 2,489 Other 6,683 5,617 Prepaid expenses and other current assets $ 27,032 $ 22,229 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
May 04, 2024 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment are summarized as follows (in thousands): May 4, 2024 February 3, 2024 Property and equipment, at cost Leasehold improvements $ 190,521 $ 187,114 Furniture, fixtures and equipment 121,329 122,746 Software and licenses 14,902 14,809 Construction-in-progress 3,869 3,241 330,621 327,910 Less: Accumulated depreciation and amortization (232,166) (224,394) Property and equipment, net $ 98,455 $ 103,516 |
Implementation Costs Incurred_2
Implementation Costs Incurred in Cloud Computing Arrangements that are Service Contracts (Tables) | 3 Months Ended |
May 04, 2024 | |
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): May 4, 2024 February 3, 2024 Internal use of third party hosted software, gross $ 31,779 $ 28,516 Less: Accumulated amortization (12,969) (11,360) Internal use of third party hosted software, net $ 18,810 $ 17,156 |
Accrued and Other Current Lia_2
Accrued and Other Current Liabilities (Tables) | 3 Months Ended |
May 04, 2024 | |
Payables and Accruals [Abstract] | |
Accrued and Other Current Liabilities | Accrued and other current liabilities consist of the following (in thousands): May 4, 2024 February 3, 2024 Accrued inventory-in-transit $ 18,330 $ 23,227 Accrued payroll and related expenses 20,828 13,780 Accrued loyalty program 11,902 12,526 Gift cards 11,315 12,974 Accrued sales return allowance 8,003 6,018 Accrued freight 5,191 5,470 Accrued marketing 4,633 3,862 Accrued sales and use tax 4,104 3,354 Accrued self-insurance liabilities 3,010 3,313 Deferred revenue 2,442 1,949 Accrued purchases of property and equipment 769 3,121 Accrued lease costs 3,799 3,306 Term loan interest payable 2,836 3,548 Other 11,602 11,302 Accrued and other current liabilities $ 108,764 $ 107,750 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
May 04, 2024 | |
Leases [Abstract] | |
Lease Costs and Other Supplementary Information Related to Leases | Our lease costs during the three-month periods ended May 4, 2024 and April 29, 2023 consist of the following (in thousands): Three Months Ended May 4, 2024 April 29, 2023 Operating (fixed) lease cost $ 13,144 $ 13,651 Short-term lease cost 38 28 Variable lease cost 5,598 5,142 Total lease cost $ 18,780 $ 18,821 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 May 4, 2024 April 29, 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 14,847 $ 15,582 Right-of-use assets obtained in exchange for new operating lease liabilities $ 3,545 $ 4,364 Decrease in right-of-use assets resulting from operating lease modifications or remeasurements $ 1,414 $ 2,491 Weighted average remaining lease term - operating leases 6 years 6 years Weighted average discount rate - operating leases 7 % 6 % |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
May 04, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | Our revenue, disaggregated by product category, consists of the following (in thousands): Three Months Ended May 4, 2024 April 29, 2023 Apparel $ 252,630 $ 258,913 Non-apparel 20,286 26,848 Other 6,855 8,093 Total net sales $ 279,771 $ 293,854 |
Debt Financing Arrangements (Ta
Debt Financing Arrangements (Tables) | 3 Months Ended |
May 04, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Financing Arrangements | Our debt financing arrangements consist of the following (in thousands): May 4, 2024 February 3, 2024 ABL Facility, as amended $ — $ 7,270 Term loan Amended Term Loan Credit Agreement 306,250 310,625 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 (4,233) (4,572) Total term loan outstanding, net of unamortized original issue discount and debt financing costs 300,661 304,697 Less: current portion of term loan, net of unamortized original issue discount and debt financing costs (16,144) (16,144) Total term loan, net of current portion and unamortized original issue discount and debt financing costs $ 284,517 $ 288,553 |
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 2024 (in thousands): 2024 13,125 2025 17,500 2026 17,500 2027 17,500 2028 240,625 $ 306,250 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 3 Months Ended |
May 04, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Share-based Compensation Expense | Our share-based compensation expense, by award type, consists of the following (in thousands): Three Months Ended May 4, 2024 April 29, 2023 Restricted stock units $ 636 $ 640 Restricted stock awards 36 945 Performance stock units 145 281 Stock options 395 435 Restricted cash units 368 111 Employee stock purchase plan 78 76 Share-based compensation before income taxes 1,658 2,488 Income tax detriment (benefit) 488 (308) Net share-based compensation expense $ 2,146 $ 2,180 |
Schedule of Restricted Stock Units Activity And Performance Stock Units Activity | Restricted stock unit (“RSU”) activity, including performance-based stock units (“PSUs”), consists of the following (in thousands, except per share amounts): Shares Weighted average grant date fair value per share Nonvested, February 3, 2024 1,953 $ 4.14 Granted 323 $ 4.51 Vested (203) $ 3.71 Forfeited (45) $ 6.36 Nonvested, May 4, 2024 2,028 $ 4.20 |
Schedule of Restricted Stock Activity | Restricted stock award activity consists of the following (in thousands, except per share amounts): Shares Weighted average grant date fair value per share Nonvested, February 3, 2024 5 $ 27.00 Granted — Vested (1) $ 27.00 Forfeited — Nonvested, May 4, 2024 4 $ 27.00 |
Schedule of Stock Option Activity | Stock option activity 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, February 3, 2024 2,352 $ 4.98 Granted 524 $ 4.51 Exercised — Forfeited (82) $ 6.24 Outstanding, May 4, 2024 2,794 $ 4.85 8.7 $ 3,596 Exercisable, May 4, 2024 639 $ 6.07 7.9 $ 724 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
May 04, 2024 | |
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 2024 consisted of the following (in thousands): May 4, Quoted Prices Significant Significant Assets: Money market funds (cash equivalent) $ 4,911 $ 4,911 $ — $ — Total assets $ 4,911 $ 4,911 $ — $ — Liabilities: Deferred compensation plan liability (noncurrent) $ 5,259 $ — $ 5,259 $ — Total liabilities $ 5,259 $ — $ 5,259 $ — Financial assets and liabilities measured at fair value on a recurring basis as of the end of fiscal year 2023 consisted of the following (in thousands): February 3, Quoted Prices Significant Significant Assets: Money market funds (cash equivalent) $ 33 $ 33 $ — $ — Total assets $ 33 $ 33 $ — $ — Liabilities: Deferred compensation plan liability (noncurrent) $ 5,474 $ — $ 5,474 $ — Total liabilities $ 5,474 $ — $ 5,474 $ — |
Basis of Presentation and Des_3
Basis of Presentation and Description of the Business (Details) $ in Millions | 3 Months Ended | |
May 04, 2024 USD ($) segment | Apr. 29, 2023 USD ($) | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Number of reportable segments | segment | 1 | |
Pre-opening costs | $ | $ 0.4 | $ 0.3 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Details) - USD ($) $ in Thousands | May 04, 2024 | Feb. 03, 2024 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Prepaid and other information technology expenses | $ 16,128 | $ 10,975 |
PLCC Funds receivable | 2,197 | 2,759 |
Prepaid advertising | 793 | 389 |
Prepaid casualty insurance | 1,231 | 2,489 |
Other | 6,683 | 5,617 |
Prepaid expenses and other current assets | $ 27,032 | $ 22,229 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | May 04, 2024 | Feb. 03, 2024 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 330,621 | $ 327,910 |
Less: Accumulated depreciation and amortization | (232,166) | (224,394) |
Property and equipment, net | 98,455 | 103,516 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 190,521 | 187,114 |
Furniture, fixtures and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 121,329 | 122,746 |
Software and licenses | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | 14,902 | 14,809 |
Construction-in-progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, at cost | $ 3,869 | $ 3,241 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) | 3 Months Ended | |
May 04, 2024 | Apr. 29, 2023 | |
Property, Plant and Equipment [Abstract] | ||
Depreciation expense | $ 9,300,000 | $ 9,200,000 |
Impairment charges of long-lived assets | $ 0 | $ 0 |
Implementation Costs Incurred_3
Implementation Costs Incurred in Cloud Computing Arrangements that are Service Contracts - Deferred Implementation Costs (Details) - USD ($) $ in Thousands | May 04, 2024 | Feb. 03, 2024 |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Internal use of third party hosted software, gross | $ 31,779 | $ 28,516 |
Less: Accumulated amortization | (12,969) | (11,360) |
Internal use of third party hosted software, net | $ 18,810 | $ 17,156 |
Implementation Costs Incurred_4
Implementation Costs Incurred in Cloud Computing Arrangements that are Service Contracts - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
May 04, 2024 | Apr. 29, 2023 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | ||
Amortization expense | $ 1.6 | $ 1 |
Accrued and Other Current Lia_3
Accrued and Other Current Liabilities (Details) - USD ($) $ in Thousands | May 04, 2024 | Feb. 03, 2024 |
Accrued Expenses And Liabilities [Line Items] | ||
Accrued inventory-in-transit | $ 18,330 | $ 23,227 |
Accrued payroll and related expenses | 20,828 | 13,780 |
Accrued loyalty program | 11,902 | 12,526 |
Accrued sales return allowance | 8,003 | 6,018 |
Accrued freight | 5,191 | 5,470 |
Accrued marketing | 4,633 | 3,862 |
Accrued sales and use tax | 4,104 | 3,354 |
Accrued self-insurance liabilities | 3,010 | 3,313 |
Accrued purchases of property and equipment | 769 | 3,121 |
Accrued lease costs | 3,799 | 3,306 |
Term loan interest payable | 2,836 | 3,548 |
Other | 11,602 | 11,302 |
Accrued and other current liabilities | 108,764 | 107,750 |
Gift cards | ||
Accrued Expenses And Liabilities [Line Items] | ||
Gift cards and deferred revenue | 11,315 | 12,974 |
Deferred revenue | ||
Accrued Expenses And Liabilities [Line Items] | ||
Gift cards and deferred revenue | $ 2,442 | $ 1,949 |
Leases - Lease Costs (Details)
Leases - Lease Costs (Details) - USD ($) $ in Thousands | 3 Months Ended | |
May 04, 2024 | Apr. 29, 2023 | |
Leases [Abstract] | ||
Operating (fixed) lease cost | $ 13,144 | $ 13,651 |
Short-term lease cost | 38 | 28 |
Variable lease cost | 5,598 | 5,142 |
Total lease cost | $ 18,780 | $ 18,821 |
Leases - Other Supplementary In
Leases - Other Supplementary Information Related to Leases (Details) - USD ($) $ in Thousands | 3 Months Ended | |
May 04, 2024 | Apr. 29, 2023 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows for operating leases | $ 14,847 | $ 15,582 |
Right-of-use assets obtained in exchange for new operating lease liabilities | 3,545 | 4,364 |
Decrease in right-of-use assets resulting from operating lease modifications or remeasurements | $ 1,414 | $ 2,491 |
Weighted average remaining lease term - operating leases | 6 years | 6 years |
Weighted average discount rate - operating leases | 7% | 6% |
Revenue Recognition - Disaggreg
Revenue Recognition - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
May 04, 2024 | Apr. 29, 2023 | |
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 279,771 | $ 293,854 |
Apparel | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 252,630 | 258,913 |
Non-apparel | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | 20,286 | 26,848 |
Other | ||
Disaggregation of Revenue [Line Items] | ||
Net sales | $ 6,855 | $ 8,093 |
Revenue Recognition - Narrative
Revenue Recognition - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
May 04, 2024 | Apr. 29, 2023 | |
Loyalty Program | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognized | $ 7.5 | $ 6.8 |
Gift cards | ||
Disaggregation of Revenue [Line Items] | ||
Revenue recognized | $ 3 | $ 3.2 |
Loyalty Program (Details)
Loyalty Program (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
May 04, 2024 | Apr. 29, 2023 | Feb. 03, 2024 | |
Revenue from Contract with Customer [Abstract] | |||
Unredeemed points, expiration period | 13 months | ||
Unredeemed awards, expiration period | 45 days | ||
Accrued loyalty program | $ 11,902 | $ 12,526 | |
Benefit to net sales | $ 600 | $ 700 |
Related Party Transactions - Se
Related Party Transactions - Services Agreements with Hot Topic (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
May 04, 2024 | Apr. 29, 2023 | Feb. 03, 2024 | |
Related Party Transaction [Line Items] | |||
Accounts payable | $ 58,850 | $ 46,183 | |
Various Services with Hot Topic | Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Total costs | 500 | $ 600 | |
Accounts payable | 200 | 200 | |
Information Technology Services with Hot Topic | Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Costs due from related party | 300 | $ 400 | |
Due from related parties | 100 | 100 | |
Pass-Through Expenses With Hot Topic | Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Accounts payable | $ 0 | $ 400 |
Related Party Transactions - Sp
Related Party Transactions - Sponsor Advisory Services Agreement (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
May 04, 2024 | Apr. 29, 2023 | Feb. 03, 2024 | |
Related Party Transaction [Line Items] | |||
Accounts payable | $ 58,850 | $ 46,183 | |
Due to related parties | (810) | $ (2,957) | |
Strategic Planning and Other Related Services with Sycamore | Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Accounts payable | 0 | $ 0 | |
Due to related parties | 0 | 0 | |
Reimbursement for Management Expenses with Sycamore | Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Reimbursements | $ 0 | $ 0 |
Related Party Transactions - Ot
Related Party Transactions - Other Related Party Transactions (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
May 04, 2024 | Apr. 29, 2023 | Feb. 03, 2024 | |
Related Party Transaction [Line Items] | |||
Accounts payable | $ 58,850 | $ 46,183 | |
Purchase of Supplies from MGF Sourcing US, LLC | Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Purchases | 12,000 | $ 15,300 | |
Accounts payable | 8,300 | 8,900 | |
Purchase of Supplies from HU Merchandising, LLC | Affiliated Entity | |||
Related Party Transaction [Line Items] | |||
Purchases | 200 | $ 0 | |
Accounts payable | $ 100 | $ 0 |
Debt Financing Arrangements - S
Debt Financing Arrangements - Schedule (Details) - USD ($) $ in Thousands | May 04, 2024 | Feb. 03, 2024 |
Debt Instrument [Line Items] | ||
Less: current portion of term loan, net of unamortized original issue discount and debt financing costs | $ (16,144) | $ (16,144) |
Total term loan, net of current portion and unamortized original issue discount and debt financing costs | 284,517 | 288,553 |
Line of Credit | Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Total term loan outstanding, net of unamortized original issue discount and debt financing costs | 0 | 7,270 |
Term Loan | ||
Debt Instrument [Line Items] | ||
Amended Term Loan Credit Agreement | 306,250 | |
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 | (4,233) | (4,572) |
Total term loan outstanding, net of unamortized original issue discount and debt financing costs | 300,661 | 304,697 |
Less: current portion of term loan, net of unamortized original issue discount and debt financing costs | (16,144) | (16,144) |
Total term loan, net of current portion and unamortized original issue discount and debt financing costs | 284,517 | 288,553 |
Term Loan | New Term Loan Credit Agreement | ||
Debt Instrument [Line Items] | ||
Amended Term Loan Credit Agreement | $ 306,250 | $ 310,625 |
Debt Financing Arrangements - M
Debt Financing Arrangements - Maturity (Details) - Term Loan $ in Thousands | May 04, 2024 USD ($) |
Debt Instrument [Line Items] | |
2024 | $ 13,125 |
2025 | 17,500 |
2026 | 17,500 |
2027 | 17,500 |
2028 | 240,625 |
Term loan | $ 306,250 |
Debt Financing Arrangements - T
Debt Financing Arrangements - Term Loan Credit Agreement (Details) - Term Loan - USD ($) | 3 Months Ended | |||
Jun. 14, 2021 | May 04, 2024 | Apr. 29, 2023 | Feb. 03, 2024 | |
Debt Instrument [Line Items] | ||||
Interest rate | 11% | |||
Outstanding borrowing | $ 300,661,000 | $ 304,697,000 | ||
Amended Term Loan Credit Agreement | ||||
Debt Instrument [Line Items] | ||||
Aggregate amount of debt | $ 350,000,000 | |||
OID | 3,500,000 | |||
Payments of financing costs | $ 6,000,000 | |||
Fair value of long term debt | 268,000,000 | $ 259,400,000 | ||
Outstanding borrowing | 300,700,000 | |||
Interest expense | 8,700,000 | $ 8,600,000 | ||
OIF and financing costs | $ 300,000 | $ 300,000 | ||
Debt term | 7 years |
Debt Financing Arrangements -_2
Debt Financing Arrangements - Senior Secured Asset-Based Revolving Credit Facility (Details) - USD ($) | 3 Months Ended | ||||
May 04, 2024 | Apr. 29, 2023 | Jul. 30, 2022 | Feb. 03, 2024 | Jun. 14, 2021 | |
Existing ABL Facility | |||||
Line of Credit Facility [Line Items] | |||||
Maximum restricted payment | $ 108,400,000 | ||||
Standby letters of credit issued and outstanding | 11,400,000 | $ 11,400,000 | |||
Revolving Credit Facility | |||||
Line of Credit Facility [Line Items] | |||||
Additional borrowing capacity | 50,000,000 | ||||
Revolving Credit Facility | Line of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Outstanding borrowing | 0 | 7,270,000 | |||
Interest payments | $ 300,000 | $ 500,000 | |||
Revolving Credit Facility | Original ABL Facility | Line of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Debt term | 5 years | ||||
Revolving Credit Facility | Existing ABL Facility | |||||
Line of Credit Facility [Line Items] | |||||
Interest rate at end of period | 9% | ||||
Availability | $ 116,100,000 | 102,700,000 | |||
Revolving Credit Facility | Existing ABL Facility | Line of Credit | |||||
Line of Credit Facility [Line Items] | |||||
Outstanding borrowing | 0 | $ 7,300,000 | |||
Amortization of financing costs | $ 0 | $ 0 | |||
Revolving Credit Facility | Existing ABL Facility, Third Amendment | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $ 150,000,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
May 04, 2024 | Apr. 29, 2023 | Feb. 03, 2024 | |
Income Tax Disclosure [Abstract] | |||
Provision (benefit) for income taxes | $ 4,484 | $ 4,727 | |
Effective tax rate | 26.90% | 28.60% | |
Unrecognized tax benefits including interest and penalties | $ 2,500 | $ 2,500 | |
Unrecognized tax benefits, net | 2,100 | $ 2,100 | |
Decrease in unrecognized tax benefits is reasonably possible | 400 | ||
Decrease in unrecognized tax benefits is reasonably possible, net | $ 300 |
Share-Based Compensation - Shar
Share-Based Compensation - Share-based Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
May 04, 2024 | Apr. 29, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation before income taxes | $ 1,658 | $ 2,488 |
Income tax detriment (benefit) | 488 | (308) |
Net share-based compensation expense | 2,146 | 2,180 |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation before income taxes | 636 | 640 |
Restricted stock awards | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation before income taxes | 36 | 945 |
Performance stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation before income taxes | 145 | 281 |
Stock options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation before income taxes | 395 | 435 |
Restricted cash units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation before income taxes | 368 | 111 |
Employee stock purchase plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based compensation before income taxes | $ 78 | $ 76 |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Stock Units Activity And Performance Stock Units Activity (Details) - Restricted stock units shares in Thousands | 3 Months Ended |
May 04, 2024 $ / shares shares | |
Shares | |
Nonvested, beginning balance (in shares) | shares | 1,953 |
Granted (in shares) | shares | 323 |
Vested (in shares) | shares | (203) |
Forfeited (in shares) | shares | (45) |
Nonvested, ending balance (in shares) | shares | 2,028 |
Weighted average grant date fair value per share | |
Nonvested, beginning balance (in USD per share) | $ / shares | $ 4.14 |
Granted (in USD per share) | $ / shares | 4.51 |
Vested (in USD per share) | $ / shares | 3.71 |
Forfeited (in USD per share) | $ / shares | 6.36 |
Nonvested, ending balance (in USD per share) | $ / shares | $ 4.20 |
Share-Based Compensation - Narr
Share-Based Compensation - Narrative (Details) $ in Millions | 3 Months Ended |
May 04, 2024 USD ($) | |
Restricted stock units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized share-based compensation expense | $ 5.9 |
Unvested awards, weighted average period for recognition | 2 years 4 months 24 days |
Restricted stock awards | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized share-based compensation expense | $ 0.1 |
Unvested awards, weighted average period for recognition | 7 months 6 days |
Stock options | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unrecognized share-based compensation expense | $ 5 |
Unvested awards, weighted average period for recognition | 3 years |
Restricted cash units | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Award vesting period | 4 years |
Liability associated with unvested awards | $ 0.3 |
Share-Based Compensation - Re_2
Share-Based Compensation - Restricted Stock Activity (Details) - Restricted stock awards shares in Thousands | 3 Months Ended |
May 04, 2024 $ / shares shares | |
Shares | |
Nonvested, beginning balance (in shares) | 5 |
Granted (in shares) | 0 |
Vested (in shares) | (1) |
Forfeited (in shares) | 0 |
Nonvested, ending balance (in shares) | 4 |
Weighted average grant date fair value per share | |
Nonvested, beginning balance (in USD per share) | $ / shares | $ 27 |
Vested (in USD per share) | $ / shares | 27 |
Nonvested, ending balance (in USD per share) | $ / shares | $ 27 |
Share-Based Compensation - Stoc
Share-Based Compensation - Stock Option Activity (Details) $ / shares in Units, shares in Thousands | 3 Months Ended |
May 04, 2024 USD ($) $ / shares shares | |
Shares | |
Options outstanding, beginning balance (in shares) | 2,352 |
Granted (in shares) | 524 |
Exercised (in shares) | 0 |
Expired / forfeited (in shares) | (82) |
Options outstanding, ending balance (in shares) | 2,794 |
Exercisable (in shares) | 639 |
Weighted average exercise price per share | |
Outstanding, beginning balance (in USD per share) | $ / shares | $ 4.98 |
Granted (in USD per share) | $ / shares | 4.51 |
Expired / forfeited (in USD per share) | $ / shares | 6.24 |
Outstanding, ending balance (in USD per share) | $ / shares | 4.85 |
Exercisable, weighted average exercise price per share (in dollars per share) | $ / shares | $ 6.07 |
Stock Options Additional Disclosures | |
Weighted average remaining contractual life (years) | 8 years 8 months 12 days |
Exercisable, weighted average remaining contractual life (years) | 7 years 10 months 24 days |
Aggregate intrinsic value | $ | $ 3,596,000 |
Exercisable, aggregate intrinsic value | $ | $ 724,000 |
Commitment and Contingencies (D
Commitment and Contingencies (Details) | 1 Months Ended |
Nov. 30, 2022 classActionComplaint | |
Commitments and Contingencies Disclosure [Abstract] | |
Number of class action complaints filed | 2 |
Share Repurchases - Narrative (
Share Repurchases - Narrative (Details) - USD ($) | 3 Months Ended | ||
May 04, 2024 | Apr. 29, 2023 | Dec. 06, 2021 | |
Equity [Abstract] | |||
Share repurchase program (up to) | $ 100,000,000 | ||
Remaining share repurchase program | $ 44,900,000 | ||
Shares repurchased (in shares) | 0 | 0 |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares shares in Millions | 3 Months Ended | |
May 04, 2024 | Apr. 29, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive common share equivalents outstanding, included in computation of diluted EPS (in shares) | 1 | 0.2 |
Restricted stock awards, RSUs, & PSUs | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive common share equivalents outstanding, excluded from computation of diluted EPS (in shares) | 0.3 | 1 |
Stock options | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Potentially dilutive common share equivalents outstanding, excluded from computation of diluted EPS (in shares) | 2.2 | 2 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair Value, Recurring - USD ($) $ in Thousands | May 04, 2024 | Feb. 03, 2024 |
Assets: | ||
Total assets | $ 4,911 | $ 33 |
Liabilities: | ||
Deferred compensation plan liability (noncurrent) | 5,259 | 5,474 |
Total liabilities | 5,259 | 5,474 |
Money market funds (cash equivalent) | ||
Assets: | ||
Money market funds (cash equivalent) | 4,911 | 33 |
Quoted Prices in Active Markets for Identical Items (Level 1) | ||
Assets: | ||
Total assets | 4,911 | 33 |
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) | 4,911 | 33 |
Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Total assets | 0 | 0 |
Liabilities: | ||
Deferred compensation plan liability (noncurrent) | 5,259 | 5,474 |
Total liabilities | 5,259 | 5,474 |
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 |
Deferred Compensation Plan (Det
Deferred Compensation Plan (Details) - USD ($) | 3 Months Ended | |
May 04, 2024 | Feb. 03, 2024 | |
Compensation Related Costs [Abstract] | ||
Percentage of maximum annual deferral | 80% | |
Percentage of annual earned bonus eligible for contribution | 100% | |
Percentage of contributions vested from outset | 100% | |
Employer matching contribution, percent of match | 50% | |
Percentage of eligible contributions | 4% | |
Deferred compensation plan assets | $ 0 | $ 0 |
Deferred compensation liabilities | 5,500,000 | 5,600,000 |
Current deferred compensation liabilities | $ 200,000 | $ 100,000 |
Employee Benefit Plan (Details)
Employee Benefit Plan (Details) $ in Millions | 3 Months Ended | |
May 04, 2024 USD ($) hour | Apr. 29, 2023 USD ($) | |
Retirement Benefits [Abstract] | ||
Defined contribution plan, tax status | Qualified Plan [Member] | |
Required number of hours | hour | 200 | |
Age requirement | 21 years | |
Percentage of maximum employee contribution | 80% | |
Employer matching contribution, percent of match | 50% | |
Employer matching contribution, percent of participants' eligible contribution | 4% | |
Contributions | $ | $ 0.2 | $ 0.2 |