thi-20241102

美國

證券交易委員會

華盛頓特區 20549

表格 10-Q

（選擇一個）


☒			根據1934年證券交易法第13或15(d)條的季度報告

截至季度末 2024年11月2日

或


☐			根據1934年證券交易法第13條或15(d)條的轉變報告

過渡期從到

委員會檔案編號 001-40571

Torrid Holdings Inc

(註冊人名稱按章程所示)


特拉華州						84-3517567
(州或其他轄區的成立或組織)						(I.R.S. 僱主識別編號)
18501 東聖荷塞大道 Industry市, 加利福尼亞 (主要執行辦公室地址)						91748 (郵政編碼)

(626) 667-1002

(註冊公司電話號碼，包括區號)

根據《證券法》第12(b)節註冊的證券：

每一類股票的名稱

交易標的

註冊的每個交易所名稱

普通股，面值每股0.01美元

CURV

紐約證券交易所

請用勾選標記指示註冊人(1)在過去12個月內（或註冊人需要提交此類報告的較短期間內）是否已提交根據1934年證券交易法第13條或第15(d)條規定的所有報告，以及(2)在過去90天內是否受到此類提交要求的限制。是 ☒ 否 ☐

請通過勾選標記指示註冊人是否在過去12個月內（或註冊人被要求提交這些文件的較短期間內）按照規則405的規定（本章§232.405）電子提交了所有必需的交互數據文件。是 ☒ 否 ☐

請用勾選符號指示註冊者是大型快速申報人、快速申報人、非快速申報人、較小型報告公司或新興成長公司。詳見《交易所法》第120億2條中“大型快遞報告商”、“快速申報商”、“較小型報告事業”和“新興成長公司”的定義。


大型加速報告公司	☐	加速報告公司	☐
非加速報告公司	☒	小型報告公司	☒
		新興增長公司	☐

如果是新興成長公司，請用勾號表示註冊人是否選擇不使用根據《證券法》第7(a)(2)(B)條款提供的任何新或修訂的財務會計標準的延期過渡期。☐

選擇適用的核取標記是否該登記人為外殼公司(EXCHANGE Act 第 Rule 120億2 條所定義的)：是 ☐ 不 ☒

截至2024年12月9日，大約有 104,756,572 註冊人的普通股流通在外的股份數。


		頁面
	第一部分 - 基本報表
項目 1。	基本報表（未經審計）
	截至 2024年11月2日的合併資產負債表及 2024年2月3日	5
	截至 2024 年 11 月 2 日和 2023 年 10 月 28 日的綜合營業和全面（虧損）收益的基本報表三個月和九個月月份截至 2024 年 11 月 2 日和 2023 年 10 月 28 日	6
	截至 2024 年 11 月 2 日和 2023 年 10 月 28 日的股東赤字的基本報表九截至 2024 年 11 月 2 日和 2023 年 10 月 28 日	7
	合併現金流量基本報表九截至的月份 2024年11月2日和 2023年10月28日	9
	基本報表未經審核簡明合併財務報表註腳	10
項目2。	管理層對財務狀況和經營成果的討論與分析	24
項目3。	關於市場風險的定量和定性披露	32
項目4。	控制項和程序	32
	第II部分-其他資料
項目 1。	法律程序	34
項目 1A。	風險因素	34
項目2。	未註冊的股權證券銷售及資金用途	34
項目3。	D高級證券的默認	34
項目4。	礦山安全披露	34
Item 5.	其他資訊	34
Item 6.	展品	35
簽名		36

前瞻性聲明

本季度報告表格10-Q包含根據1933年證券法第27A條修訂版（“證券法”）和1934年證券交易法第21E條修訂版（“交易所法”）的定義的前瞻性聲明，並受1995年私人證券訴訟改革法案所創造的安全港的限制。本季度報告表格10-Q中的所有非歷史或當前事實的陳述均爲前瞻性聲明。前瞻性聲明反映了我們對財務狀況、經營結果、計劃、目標、未來表現和業務的當前預期和預測。您可以通過這些聲明與歷史或當前事實的嚴格關係不相關這一事實來識別前瞻性聲明。這些聲明可能包括諸如“預期”、“估計”、“期望”、“預測”、“計劃”、“打算”、“相信”、“可能”、“將”、“應”、“可以有”、“很可能”等字眼以及其他具有類似含義的詞彙和術語（包括它們的否定形式或其他各種或可比的術語）。例如，所有關於我們估計和預測的成本、支出、現金流、增長率和財務結果的聲明，我們未來運營、增長或計劃的目標、戰略或待決或威脅訴訟的預期結果或影響的聲明均爲前瞻性聲明。所有前瞻性聲明都面臨風險和不確定性，可能導致實際結果與我們預期的結果有重大差異，包括：

•消費者金融保護局實施的法規變更對我們的收入流、盈利能力和經營結果的負面影響；

•消費者支出和整體經濟形勢的變化；

•由於利率期貨急劇上升，對利息費用的負面影響；

•關於勞動力和原材料的通貨膨脹壓力以及可能增加我們開支的全球貨幣供應鏈限制；

•我們識別和應對新的和變化的產品趨勢、客戶偏好及其他相關因素的能力；

•我們對強大的品牌形象的依賴；

•來自其他品牌和零售商的競爭加劇；

•我們對第三方推動流量到我們網站的依賴；

•我們商店所在的購物中心的成功;

•我們能夠適應消費購物偏好，併爲我們的客戶開發和維護相關且可靠的全渠道體驗;

•我們對獨立第三方製造所有商品的依賴；

•用於製造我們產品的原材料的可用性限制和價格波動;

•國際製造商貨物流通的中斷導致供應鏈出現障礙;

•我們從中國採購大量產品；

•庫存短缺，向我們的電子商務客戶延遲發貨，以及由於我們配送設施的困難或關閉而對我們聲譽造成的損害;

•我們對獨立第三方交通服務提供商幾乎所有產品運輸的依賴；

•我們的成長策略；

•我們未能吸引和留住能夠體現我們品牌形象、符合我們文化並具有相應技能的員工；

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

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

•our dependence upon key members of our executive management team;

•our reliance on information systems;

•system security risk issues that could disrupt our internal operations or information technology services;

•unauthorized disclosure of sensitive or confidential information, whether through a breach of our computer system, third-party computer systems we rely on, or otherwise;

•our failure to comply with federal and state laws and regulations and industry standards relating to privacy, data protection, advertising and consumer protection;

•payment-related risks that could increase our operating costs or subject us to potential liability;

•claims made against us resulting in litigation;

•changes in laws and regulations applicable to our business;

•regulatory actions or recalls arising from issues with product safety;

•our inability to protect our trademarks or other intellectual property rights;

•our substantial indebtedness and lease obligations;

•restrictions imposed by our indebtedness on our current and future operations;

•changes in tax laws or regulations or in our operations that may impact our effective tax rate;

•the possibility that we may recognize impairments of long-lived assets;

•our failure to maintain adequate internal control over financial reporting; and

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

The outcome of the events described in any of our forward-looking statements are also subject to risks, uncertainties and other factors described in the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") on April 2, 2024 and in our other filings with the SEC and public communications. You should evaluate all forward-looking statements made in this Quarterly Report on Form 10-Q in the context of these risks and uncertainties.

We caution you that the important factors referenced above may not include all of the factors that are important to you. In addition, we cannot assure you that we will realize the results or developments we expect or anticipate or, even if substantially realized, that they will result in the outcomes or affect us or our operations in the way we expect. The forward-looking statements included in this Quarterly Report on Form 10-Q are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events or otherwise except to the extent required by law. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.

Investors and others should note that we may announce material information to our investors using our investor relations website (https://investors.torrid.com), SEC filings, press releases, public conference calls and webcasts. We use these channels, as well as social media, to communicate with our investors and the public about our company, our business and other issues. It is possible that the information that we post on social media could be deemed to be material information. We therefore encourage investors to visit these websites from time to time. The information contained on such websites and social media posts is not incorporated by reference into this filing. Further, our references to website URLs in this filing are intended to be inactive textual references only.

Part I - Financial Information

Item 1. Financial Statements (Unaudited)

TORRID HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

(In thousands, except share and per share data)


	November 2, 2024		February 3, 2024
Assets
Current assets:
Cash and cash equivalents	$	43,953	$	11,735
Restricted cash	399		399
Inventory	138,261		142,199
Prepaid expenses and other current assets	33,343		22,229
Prepaid income taxes	6,617		2,561
Total current assets	222,573		179,123
Property and equipment, net	85,569		103,516
Operating lease right-of-use assets	149,732		162,444
Deposits and other noncurrent assets	18,027		14,783
Deferred tax assets	8,681		8,681
Intangible asset	8,400		8,400
Total assets	$	492,982	$	476,947
Liabilities and stockholders' deficit
Current liabilities:
Accounts payable	$	77,478	$	46,183
Accrued and other current liabilities	116,650		107,750
Operating lease liabilities	36,312		42,760
Borrowings under credit facility	—		7,270
Current portion of term loan	16,144		16,144
Due to related parties	4,330		9,329
Income taxes payable	62		2,671
Total current liabilities	250,976		232,107
Noncurrent operating lease liabilities	145,126		155,825
Term loan	276,445		288,553
Deferred compensation	3,735		5,474
Other noncurrent liabilities	5,986		6,705
Total liabilities	682,268		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 November 2, 2024 and February 3, 2024	—		—
Common shares: $0.01 par value; 1,000,000,000 shares authorized; 104,732,148 shares issued and outstanding at November 2, 2024; 104,204,554 shares issued and outstanding at February 3, 2024	1,049		1,043
Additional paid-in capital	138,532		135,140
Accumulated deficit	(328,281)		(347,587)
Accumulated other comprehensive loss	(586)		(313)
Total stockholders' deficit	(189,286)		(211,717)
Total liabilities and stockholders' deficit	$	492,982	$	476,947

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

TORRID HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE (LOSS) INCOME

(UNAUDITED)

(In thousands, except per share data)


	Three Months Ended				Nine Months Ended
	November 2, 2024		October 28, 2023		November 2, 2024		October 28, 2023
Net sales	$	263,766	$	275,408	$	828,175	$	858,406
Cost of goods sold	168,609		183,906		507,339		553,585
Gross profit	95,157		91,502		320,836		304,821
Selling, general and administrative expenses	74,899		71,881		228,203		212,700
Marketing expenses	13,056		12,739		38,875		38,988
Income from operations	7,202		6,882		53,758		53,133
Interest expense	8,784		9,757		27,303		28,831
Other income, net of other expense	(362)		267		(376)		238
(Loss) income before (benefit from) provision for income taxes	(1,220)		(3,142)		26,831		24,064
(Benefit from) provision for income taxes	(26)		(394)		7,525		8,375
Net (loss) income	$	(1,194)	$	(2,748)	$	19,306	$	15,689
Comprehensive (loss) income:
Net (loss) income	$	(1,194)	$	(2,748)	$	19,306	$	15,689
Other comprehensive loss:
Foreign currency translation adjustment	(86)		(271)		(273)		(214)
Total other comprehensive loss	(86)		(271)		(273)		(214)
Comprehensive (loss) income	$	(1,280)	$	(3,019)	$	19,033	$	15,475
Net (loss) earnings per share:
Basic	$	(0.01)	$	(0.03)	$	0.18	$	0.15
Diluted	$	(0.01)	$	(0.03)	$	0.18	$	0.15
Weighted average number of shares:
Basic	104,698		104,081		104,489		103,937
Diluted	104,698		104,081		105,679		104,170

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

TORRID HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(UNAUDITED)

(In thousands)


	Nine Months Ended November 2, 2024
	Common Shares			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders' Deficit
	Shares	Amount
Balance at February 3, 2024	104,205	$	1,043	$	135,140	$	(347,587)	$	(313)	$	(211,717)
Net income	—	—		—		12,172		—		12,172
Issuance of common shares and withholding tax payments related to vesting of restricted stock awards and restricted stock units	141	1		(297)		—		—		(296)
Share-based compensation	—	—		1,290		—		—		1,290
Other comprehensive loss	—	—		—		—		(89)		(89)
Balance at May 4, 2024	104,346	1,044		136,133		(335,415)		(402)		(198,640)
Net income	—	—		—		8,328		—		8,328
Issuance of common shares and withholding tax payments related to vesting of restricted stock awards and restricted stock units	184	2		(125)		—		—		(123)
Issuance of common shares related to exercise of stock options	60	1		233		—		—		234
Issuance of common shares related to employee stock purchase plan	47	1		230		—		—		231
Share-based compensation	—	—		1,122		—		—		1,122
Other comprehensive loss	—	—		—		—		(98)		(98)
Balance at August 3, 2024	104,637	$	1,048	$	137,593	$	(327,087)	$	(500)	$	(188,946)
Net loss	—	—		—		(1,194)		—		(1,194)
Issuance of common shares and withholding tax payments related to vesting of restricted stock awards and restricted stock units	53	1		(145)		—		—		(144)
Issuance of common shares related to exercise of stock options	42	—		135		—		—		135
Share-based compensation	—	—		949		—		—		949
Other comprehensive loss	—	—		—		—		(86)		(86)
Balance at November 2, 2024	104,732	$	1,049	$	138,532	$	(328,281)	$	(586)	$	(189,286)

TORRID HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

(UNAUDITED)

(In thousands)


	Nine Months Ended October 28, 2023
	Common Shares			Additional Paid-In Capital		Accumulated Deficit		Accumulated Other Comprehensive Loss		Total Stockholders' Deficit
	Shares	Amount
Balance at January 28, 2023	103,775	$	1,038	$	128,205	$	(359,206)	$	(261)	$	(230,224)
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	53	1		(124)		—		—		(123)
Share-based compensation	—	—		2,377		—		—		2,377
Other comprehensive loss	—	—		—		—		(170)		(170)
Balance at April 29, 2023	103,828	1,039		130,458		(347,398)		(431)		(216,332)
Net income	—	—		—		6,629		—		6,629
Issuance of common shares and withholding tax payments related to vesting of restricted stock awards and restricted stock units	121	1		(64)		—		—		(63)
Issuance of common shares related to employee stock purchase plan	95	1		219		—		—		220
Share-based compensation	—	—		1,662		—		—		1,662
Other comprehensive income	—	—		—		—		227		227
Balance at July 29, 2023	104,044	$	1,041	$	132,275	$	(340,769)	$	(204)	$	(207,657)
Net loss	—	—		—		(2,748)		—		(2,748)
Issuance of common shares and withholding tax payments related to vesting of restricted stock awards and restricted stock units	58	1		(64)		—		—		(63)
Share-based compensation	—	—		1,503		—		—		1,503
Other comprehensive loss	—	—		—		—		(271)		(271)
Balance at October 28, 2023	104,102	$	1,042	$	133,714	$	(343,517)	$	(475)	$	(209,236)

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

TORRID HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

(In thousands)


	Nine Months Ended November 2, 2024		Nine Months Ended October 28, 2023
OPERATING ACTIVITIES
Net income	$	19,306	$	15,689
Adjustments to reconcile net income to net cash provided by operating activities:
Write down of inventory	1,519		3,767
Operating right-of-use assets amortization	30,429		30,494
Depreciation and other amortization	27,842		28,242
Share-based compensation	4,531		5,981
Other	(957)		(1,351)
Changes in operating assets and liabilities:
Inventory	2,052		4,969
Prepaid expenses and other current assets	(11,114)		(4,578)
Prepaid income taxes	(4,056)		(2,564)
Deposits and other noncurrent assets	(3,375)		(6,433)
Accounts payable	31,876		2,969
Accrued and other current liabilities	10,775		(5,954)
Operating lease liabilities	(33,527)		(31,565)
Other noncurrent liabilities	(588)		(468)
Deferred compensation	(1,739)		507
Due to related parties	(4,999)		(5,975)
Income taxes payable	(2,609)		—
Net cash provided by operating activities	65,366		33,730
INVESTING ACTIVITIES
Purchases of property and equipment	(12,617)		(15,228)
Net cash used in investing activities	(12,617)		(15,228)
FINANCING ACTIVITIES
Proceeds from revolving credit facility	62,780		455,110
Principal payments on revolving credit facility	(70,050)		(458,390)

Principal payments on term loan	(13,125)		(13,125)
Proceeds from issuances under share-based compensation plans	704		320
Withholding tax payments related to vesting of restricted stock units and awards	(675)		(249)
Net cash used in financing activities	(20,366)		(16,334)
Effect of foreign currency exchange rate changes on cash, cash equivalents and restricted cash	(165)		(141)
Increase in cash, cash equivalents and restricted cash	32,218		2,027
Cash, cash equivalents and restricted cash at beginning of period	12,134		13,935
Cash, cash equivalents and restricted cash at end of period	$	44,352	$	15,962
SUPPLEMENTAL INFORMATION
Cash paid during the period for interest related to the revolving credit facility and term loan	$	27,080	$	24,852
Cash paid during the period for income taxes	$	14,200	$	10,976
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Property and equipment purchases included in accounts payable and accrued liabilities	$	1,450	$	3,360

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

TORRID HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1. Basis of Presentation and Description of the Business

Corporate Structure

Torrid Holdings Inc. is a Delaware corporation formed on October 29, 2019 and capitalized on February 20, 2020. Sycamore Partners Management, L.P. (“Sycamore”) owns a majority of the voting power of Torrid Holdings Inc.’s outstanding common stock. 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 third quarter of fiscal years 2024 and 2023 and to the three- and nine-month periods ended November 2, 2024 and October 28, 2023, respectively, refer to the 13- and 39-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- and nine-month periods ended November 2, 2024 and October 28, 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- and nine-month periods ended November 2, 2024 and October 28, 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 (loss) income. We incurred $0.2 million and $0.7 million of pre-opening costs during the three- and nine-month periods ended November 2, 2024, respectively. We incurred $0.5 million and $1.1 million of pre-opening costs during the three- and nine-month periods ended October 28, 2023, respectively.

Note 2. Accounting Standards

Recently Adopted Accounting Standards during the Nine-Month Period Ended November 2, 2024

We did not adopt any new accounting standards during the nine-month period ended November 2, 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.

In November 2024, the FASB issued ASU 2024-03, Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statements Expenses (“ASU 2024-03”). The ASU is intended to improve disclosures about a public business entity's expenses, primarily through additional disaggregation of income statement expenses. ASU 2024-03 will be effective for us on January 31, 2027, with the option to early adopt at any time prior to the effective date and should be applied either prospectively to financial statements issued for reporting periods after the effective date or retrospectively to any or all prior periods presented in the financial statements. We are currently evaluating the impact of the standard on our financial statements and disclosures.

Note 3. Inventory

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

Note 4. Prepaid Expenses and Other Current Assets

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


	November 2, 2024		February 3, 2024
Prepaid and other information technology expenses	14,834		10,975
PLCC Funds receivable	2,564		2,759
Prepaid advertising	784		389
Prepaid casualty insurance	3,416		2,489
Other	11,745		5,617
Prepaid expenses and other current assets	$	33,343	$	22,229

Note 5. Property and Equipment

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


	November 2, 2024		February 3, 2024
Property and equipment, at cost
Leasehold improvements	$	191,963	$	187,114
Furniture, fixtures and equipment	120,718		122,746
Software and licenses	15,038		14,809
Construction-in-progress	2,380		3,241
	330,099		327,910
Less: Accumulated depreciation and amortization	(244,530)		(224,394)
Property and equipment, net	$	85,569	$	103,516

We recorded depreciation expense related to our property and equipment in the amounts of $8.5 million and $26.7 million during the three- and nine-month periods ended November 2, 2024, respectively. We recorded depreciation expense related to our property and equipment in the amounts of $8.8 million and $27.1 million during the three- and nine-month periods ended October 28, 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- and nine-month periods ended November 2, 2024 and October 28, 2023, we did not recognize any impairment charges.

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

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

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


	November 2, 2024		February 3, 2024
Internal use of third party hosted software, gross	$	38,670	$	28,516
Less: Accumulated amortization	(16,436)		(11,360)
Internal use of third party hosted software, net	$	22,234	$	17,156

During the three- and nine-month periods ended November 2, 2024, we amortized approximately $1.8 million and $5.0 million, respectively, of implementation costs incurred in cloud computing arrangements that are service contracts. During the three- and nine-month periods ended October 28, 2023, we amortized approximately $1.3 million and $3.0 million, respectively, of implementation costs incurred in cloud computing arrangements that are service contracts.

Note 7. Accrued and Other Current Liabilities

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


	November 2, 2024		February 3, 2024
Accrued inventory-in-transit	$	21,124	$	23,227
Accrued payroll and related expenses	26,548		13,780
Accrued loyalty program	11,273		12,526
Gift cards	10,439		12,974
Accrued sales return allowance	5,356		6,018
Accrued freight	6,962		5,470
Accrued marketing	3,690		3,862
Accrued sales and use tax	4,244		3,354
Accrued self-insurance liabilities	2,821		3,313
Deferred revenue	2,496		1,949
Accrued purchases of property and equipment	627		3,121
Accrued lease costs	3,280		3,306
Term loan interest payable	2,568		3,548
Accrued legal	3,321		993
Other	11,901		10,309
Accrued and other current liabilities	$	116,650	$	107,750

Note 8. Leases

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

Our lease costs during the three- and nine-month periods ended November 2, 2024 and October 28, 2023 consist of the following (in thousands):


	Three Months Ended				Nine Months Ended
	November 2, 2024		October 28, 2023		November 2, 2024		October 28, 2023
Fixed operating lease cost	$	13,809	$	13,615	$	39,616	$	39,960
Short-term lease cost	26		38		104		104
Variable lease cost	4,551		4,727		15,688		15,203
Total lease cost	$	18,386	$	18,380	$	55,408	$	55,267

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


	Nine Months Ended
	November 2, 2024			October 28, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases	$	45,144		$	45,153
Right-of-use assets obtained in exchange for new operating lease liabilities	$	9,865		$	15,263
Increase (decrease) in right-of-use assets resulting from operating lease modifications or remeasurements	$	8,788		$	(4,461)
Weighted average remaining lease term - operating leases	5 years			6 years
Weighted average discount rate - operating leases	7		%	7		%

Note 9. Revenue Recognition

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

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


	Three Months Ended				Nine Months Ended
	November 2, 2024		October 28, 2023		November 2, 2024		October 28, 2023
Apparel	$	230,824	$	234,683	$	743,310	$	748,149
Non-apparel	24,865		32,052		62,722		85,226
Other	8,077		8,673		22,143		25,031
Total net sales	$	263,766	$	275,408	$	828,175	$	858,406

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 (loss) 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 nine-month period ended November 2, 2024, we recognized revenue of approximately $9.9 million and $5.1 million related to our accrued loyalty program and gift cards, respectively, that existed at the beginning of fiscal year 2024. During the nine-month period ended October 28, 2023, we recognized revenue of approximately $9.6 million and $5.4 million related to our accrued loyalty program and gift cards, respectively, that existed at the beginning of fiscal year 2023.

Note 10. Loyalty Program

We operate our loyalty program, Torrid Rewards, in all our stores and on www.torrid.com. Under this program, customers accumulate points based on purchase activity and qualifying non-purchase activity. Upon reaching a certain point level, customers can earn awards that may only be redeemed for merchandise. Unredeemed points typically expire after 13 months without additional purchase and qualifying non-purchase activity and unredeemed awards typically expire 45 days after issuance. We use historical redemption rates to estimate the value of future award redemptions and we recognize the estimated value of these future awards as a reduction of revenue in the condensed consolidated statements of operations and comprehensive (loss) income in the period the points are earned by the customer. As of the end of the third quarter of fiscal year 2024 and as of the end of fiscal year 2023, we had $11.3 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- and nine-month periods ended November 2, 2024, we recorded $2.4 million and $1.2 million, respectively, as a benefit to net sales. During the three- and nine-month periods ended October 28, 2023, we recorded $1.0 million and $1.5 million, respectively, as a benefit to net sales. Actual results may differ from our estimates, resulting in changes to net sales.

Note 11. 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- and nine-month periods ended November 2, 2024, Hot Topic charged us $0.5 million and $1.5 million, respectively, for various services under the applicable service agreements, all of which were recorded as components of selling, general and administrative expenses. During the three- and nine-month periods ended October 28, 2023, Hot Topic charged us $0.4 million and $1.5 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 third quarter of fiscal year 2024 and as of the end of fiscal year 2023, we owed $0.4 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 term of the Amended Reverse Services Agreement will end on October 25, 2025 or when it is terminated by us or Hot Topic.

During the three- and nine-month periods ended November 2, 2024, we charged Hot Topic $0.1 million and $0.5 million, respectively, for these services. During the three- and nine-month periods ended October 28, 2023, we charged Hot Topic $0.4 million and $1.3 million, respectively, for these services. As of the end of the third 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.

We and Hot Topic incur certain direct expenses on each other's behalf, such as payments to non-merchandise vendors and each month, we settle these pass-through expenses with each other. As of the end of the third quarter of fiscal year 2024, the net amount Hot Topic owed us for these expenses was $0.4 million, which is included in prepaid expenses and other current assets in our condensed consolidated balance sheets. 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 third quarter of fiscal year 2024 and as of the end of fiscal year 2023, there were no amounts due, and during the three- and nine-month periods ended November 2, 2024 and October 28, 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 November 2, 2024 and October 28, 2023, there were no amounts paid to Sycamore for these expenses. During the nine-month periods ended November 2, 2024 and October 28, 2023, the amounts paid to Sycamore for these expenses were not material. As of the end of the third quarter of fiscal year 2024 and as of the end of fiscal year 2023, there were no amounts 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- and nine-month periods ended November 2, 2024, cost of goods sold included $7.8 million and $30.3 million, respectively, related to the sale of merchandise purchased from this supplier. During the three- and nine-month periods ended October 28, 2023, cost of goods sold included $14.6 million and $45.5 million, respectively, related to the sale of merchandise purchased from this supplier. As of the end of the third 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 $4.0 million and $8.9 million, respectively. These liabilities are 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 November 2, 2024, cost of goods sold related to the sale of merchandise purchased from this supplier was not material, and during the nine-month period ended November 2, 2024, cost of goods sold included $0.2 million related to the sale of merchandise purchased from this supplier. During the three- and nine-month periods ended October 28, 2023, cost of goods sold included $0.1 million and $0.3 million, respectively, related to the sale of merchandise purchased from this supplier. As of the end of the third quarter of fiscal year 2024, there was no amount due to HU Merchandising, LLC, and as of the end of fiscal year 2023, the amount due to HU Merchandising, LLC was not material.

Note 12. Debt Financing Arrangements

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


	November 2, 2024		February 3, 2024
ABL Facility, as amended	$	—	$	7,270
Term loan
Amended Term Loan Credit Agreement	297,500		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	(3,555)		(4,572)
Total term loan outstanding, net of unamortized original issue discount and debt financing costs	292,589		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	$	276,445	$	288,553

Fixed mandatory principal repayments due on the outstanding term loan are as follows as of the end of the third quarter of fiscal year 2024 (in thousands):



2024	4,375
2025	17,500
2026	17,500
2027	17,500
2028	240,625
	$	297,500

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 November 2, 2024 was approximately 10%.

As of the end of the third quarter of fiscal year 2024, we were compliant with our debt covenants under the Amended Term Loan Credit Agreement.

As of November 2, 2024, the fair value of the Amended Term Loan Credit Agreement was approximately $276.7 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 third quarter of fiscal year 2024, total borrowings, net of OID and financing costs, of $292.6 million remain outstanding under the Amended Term Loan Credit Agreement. During the three- and nine-month periods ended November 2, 2024, we recognized $8.2 million and $25.5 million, respectively, of interest expense related to the Amended Term Loan Credit Agreement. During the three- and nine-month periods ended October 28, 2023, we recognized $9.1 million and $26.5 million, respectively, of interest expense related to the Amended Term Loan Credit Agreement. During the three- and nine-month periods ended November 2, 2024, we recognized $0.4 million and $1.0 million, respectively, of OID and financing costs related to the Amended Term Loan Credit Agreement. During the three- and nine-month periods ended October 28, 2023, we recognized $0.3 million and $0.9 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 (loss) 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 third quarter of fiscal year 2024, the applicable interest rate for borrowings under the ABL Facility, as amended, was approximately 8% per annum.

As of the end of the third quarter of fiscal year 2024, we were compliant with our debt covenants under the ABL Facility, as amended.

As of the end of the third quarter of fiscal year 2024, the maximum restricted payment utilizing the ABL Facility, as amended, that our subsidiaries could make from their net assets was $101.3 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 third quarter of fiscal year 2024 was $107.8 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 third 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 November 2, 2024 and October 28, 2023, amortization of financing costs for the ABL Facility, as amended, was not material. During the nine-month periods ended November 2, 2024 and October 28, 2023, amortization of financing costs for the ABL Facility, as amended, was $0.1 million and $0.1 million, respectively. During the three- and nine-month periods ended November 2, 2024, interest payments were $0.2 million and $0.7 million, respectively. During the three- and nine-month periods ended October 28, 2023, interest payments were $0.3 million and $1.2 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 (loss) income.

Note 13. Income Taxes

Effective Tax Rate

During the three-month period ended November 2, 2024, the benefit from income taxes was not material. During the three-month period ended October 28, 2023, the benefit from income taxes was $0.4 million. During the nine-month periods ended November 2, 2024 and October 28, 2023, the provision for income taxes were $7.5 million and $8.4 million, respectively. The effective tax rates for the three- and nine-month periods ended November 2, 2024 were 2.1% and 28.0%, respectively. The effective tax rates for the three- and nine-month periods ended October 28, 2023 were 12.5% and 34.8%, respectively. The decrease in the effective tax rate for the three-month period ended November 2, 2024 as compared to the three-month period ended October 28, 2023 was primarily due to a decrease in the loss before benefit from income taxes for the three-month period ended November 2, 2024. The decrease in effective tax rate for the nine-month period ended November 2, 2024 as compared to the nine-month period ended October 28, 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 nine-month period ended November 2, 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 third quarter of fiscal year 2024, the total liability for income tax associated with unrecognized tax benefits, including interest and penalties, was $2.6 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.

Note 14. Share-Based Compensation

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


	Three Months Ended				Nine Months Ended
	November 2, 2024		October 28, 2023		November 2, 2024		October 28, 2023
Restricted stock units	$	411	$	599	$	1,700	$	1,730
Restricted stock awards	36		279		108		1,979
Performance stock units	21		156		103		543
Stock options	414		389		1,299		1,104
Restricted cash units	(264)		82		1,171		439
Employee stock purchase plan	67		80		150		186
Share-based compensation before income taxes	685		1,585		4,531		5,981
Income tax detriment (benefit)	215		299		980		(123)
Net share-based compensation expense	$	900	$	1,884	$	5,511	$	5,858

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	621	$	4.74
Vested	(477)	$	4.88
Forfeited	(588)	$	3.75
Nonvested, November 2, 2024	1,509	$	4.31

As of the end of the third quarter of fiscal year 2024, unrecognized compensation expense related to unvested RSUs, including PSUs, was $4.6 million, which is expected to be recognized over a weighted average period of approximately 2.3 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	(4)	$	27.00
Forfeited	—
Nonvested, November 2, 2024	1	$	27.00

As of the end of the third quarter of fiscal year 2024, unrecognized compensation expense related to unvested restricted stock awards was not material and is expected to be recognized over the weighted-average period of approximately two months.

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	1,042	$	4.60
Exercised	(102)	$	3.61
Forfeited	(509)	$	4.75
Outstanding, November 2, 2024	2,783	$	4.93	8.35	$	530
Exercisable, November 2, 2024	710	$	6.31	6.95	$	139

As of the end of the third quarter of fiscal year 2024, unrecognized compensation expense related to unvested stock options was $4.6 million, which is expected to be recognized over a weighted average period of approximately 2.8 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 third quarter of fiscal year 2024, the liability associated with unvested RCUs was $1.0 million, which is included in accrued and other current liabilities in the condensed consolidated balance sheets.

Note 15. 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 August 7, 2024, the Court entered an order granting defendant’s motion to dismiss with prejudice. 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. On September 25, 2024, the plaintiffs in the derivative cases filed a request for voluntary dismissal without prejudice, which the Court granted on September 26, 2024.

In April 2024, a class action complaint was filed in the Court captioned Crystal Jillson and Carmen Perez v. Torrid LLC. The complaint alleges misleading and unlawful pricing, sales, and discounting practices on our website under multiple legal theories including violation of California’s Unfair Competition Law, California False Advertising Law and California Consumer Legal Remedies Act. We intend to defend ourselves against the complaint vigorously.

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.

Note 16. 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 November 2, 2024, we had approximately $44.9 million remaining under the share repurchase program. For the three- and nine-month periods ended November 2, 2024 and October 28, 2023, we did not repurchase any shares.

We have elected to retire shares repurchased to date. Shares retired become part of the pool of authorized but unissued shares. We have elected to record the purchase price of the retired shares in excess of par value, including transaction costs, directly as an increase in accumulated deficit.

Note 17. Earnings Per Share

Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share is applicable only in periods of net income and is computed by dividing net income by the weighted average number of common shares outstanding for the period, inclusive of potentially dilutive common share equivalents outstanding for the period. During the nine-month period ended November 2, 2024, there were approximately 1.2 million potentially dilutive common share equivalents outstanding that were included in the computation of diluted earnings per share. During the three-month period ended November 2, 2024, there were approximately 1.5 million restricted stock awards and RSUs, including PSUs, and approximately 2.8 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 nine-month period ended November 2, 2024, there were approximately 1.5 million stock options and an immaterial number of restricted stock awards and RSUs, including PSUs, 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- and nine-month periods ended October 28, 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 October 28, 2023, there were approximately 1.5 million restricted stock awards and RSUs, including PSUs, and approximately 2.3 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 nine-month period ended October 28, 2023, there were approximately 1.3 million restricted stock awards and RSUs, including PSUs, and approximately 2.3 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.

Note 18. 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 third quarter of fiscal year 2024 consisted of the following (in thousands):


	November 2, 2024		Quoted Prices in Active Markets for Identical Items (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Money market funds (cash equivalent)	$	27,460	$	27,460	$	—	$	—
Total assets	$	27,460	$	27,460	$	—	$	—
Liabilities:
Deferred compensation plan liability (noncurrent)	$	3,735	$	—	$	3,735	$	—
Total liabilities	$	3,735	$	—	$	3,735	$	—

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, 2024		Quoted Prices in Active Markets for Identical Items (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3
Assets:
Money market funds (cash equivalent)	$	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 markets. The fair value of the deferred compensation plan liability is determined based on quoted prices of similar assets that are traded in observable markets, or represents the cash withheld by participants prior to any investment activity.

Note 19. Deferred Compensation Plan

On 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 third 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 third quarter of fiscal year 2024, $1.8 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.

Note 20. Employee Benefit Plan

On August 1, 2015, we adopted the Torrid 401(k) Plan (“401(k) Plan”). All employees who have been employed by us for at least 200 hours and are at least 21 years of age are eligible to participate. Employees may contribute up to 80% of their eligible compensation to the 401(k) Plan, subject to a statutorily prescribed annual limit. We may at our discretion contribute certain amounts to eligible employees’ accounts. We may contribute 50% of the first 4% of participants’ eligible contributions into their 401(k) Plan accounts. During the three- and nine-month periods ended November 2, 2024, we contributed $0.2 million and $0.6 million, respectively, to eligible employees’ Torrid 401(k) Plan accounts. During the three- and nine-month periods ended October 28, 2023, we contributed $0.2 million and $0.6 million, respectively, to eligible employees’ Torrid 401(k) Plan accounts.

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

The following discussion summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity and cash flows of our Company as of and for the periods presented below. The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and the related notes thereto included elsewhere in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that are based on the beliefs of our management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of various factors, including those described below and in the sections entitled "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our Annual Report on Form 10-K filed with the SEC on April 2, 2024 and in our other filings with the SEC and public communications.

Overview

We are a direct-to-consumer brand in North America dedicated to offering a diverse assortment of stylish apparel, intimates, and accessories skillfully designed for curvy women. Specializing in sizes 10 to 30, our primary focus is on providing fashionable, comfortable, and affordable options that meet the unique needs of our customers. Our extensive collection features high quality merchandise, including tops, bottoms, denim, dresses, intimates, activewear, footwear, and accessories. Our products are exclusive to us, with few exceptions, and each product is meticulously crafted to cater to the needs of the curvy woman, empowering her to love the way she looks and feels. Our collections are artfully curated to suit all aspects of our customers’ lives, including casual weekends, work, dressy and special occasions. Understanding the importance of affordability, we aim to keep our prices reasonable without compromising on quality. This allows us to build a meaningful connection with our customers, distinguishing us from other brands that often overlook plus-size consumers. Our brand experience and product offerings establish us as a differentiated and reliable choice for plus-size customers, which we believe sets us apart in the market. We strive to be everything our customer needs in her closet, consistently delivering products that make her feel confident and stylish.

Key Financial and Operating Metrics

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


	November 2, 2024	October 28, 2023
Number of stores (as of end of period)	655	643


	Three Months Ended						Nine Months Ended
	(in thousands, except percentages)						(in thousands, except percentages)
	November 2, 2024			October 28, 2023			November 2, 2024			October 28, 2023
Comparable sales(A)	(7)		%	(8)		%	(6)		%	(16)		%
Net (loss) income	$	(1,194)		$	(2,748)		$	19,306		$	15,689
Adjusted EBITDA(B)	$	19,584		$	19,379		$	92,403		$	89,791

(A)Comparable sales for the three- and nine-month periods ended November 2, 2024 compares sales for the 13- and 39-week periods ended November 2, 2024, respectively, with sales for the 13- and 39-week periods ended November 4, 2023.

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

Comparable Sales. We define comparable sales for any given period as the sales of our e-Commerce operations and stores that we have included in our comparable sales base during that period. We include a store in our comparable sales base after it has been open for 15 full fiscal months. If a store is closed during a fiscal year, it is only included in the computation of comparable sales for the full fiscal months in which it was open. Comparable sales for the three- and nine-month periods ended November 2, 2024 compares sales for the 13- and 39-week periods ended November 2, 2024, respectively, with sales for the 13- and 39-week periods ended November 4, 2023. Partial fiscal months are excluded from the computation of comparable sales. We apply current year foreign currency exchange rates to both current year and prior year comparable sales to remove the impact of foreign currency fluctuation and achieve a consistent basis for comparison. Comparable sales allow us to evaluate how our unified commerce business is performing exclusive of the effects of non-comparable sales and new store openings.

Number of Stores. Store count reflects all stores open at the end of a reporting period. In connection with opening new stores, we incur pre-opening costs, which primarily consist of payroll, travel, training, marketing, initial opening supplies, costs of transporting initial inventory and fixtures to store locations, and occupancy costs incurred from the time of possession of a store site to the opening of that store. These pre-opening costs are included in our selling, general and administrative expenses and are expensed as incurred.

Adjusted EBITDA. Adjusted EBITDA is a supplemental measure of our operating performance that is neither required by, nor presented in accordance with GAAP and our calculation thereof may not be comparable to similarly titled measures reported by other companies. Adjusted EBITDA represents GAAP net income (loss) plus interest expense less interest income, net of other expense (income), plus provision for less (benefit from) income taxes, depreciation and amortization (“EBITDA”), and share-based compensation, non-cash deductions and charges and other expenses. We believe Adjusted EBITDA facilitates operating performance comparisons from period to period by isolating the effects of certain items that vary from period to period without any correlation to ongoing operating performance. We also use Adjusted EBITDA as one of the primary methods for planning and forecasting the overall expected performance of our business and for evaluating on a quarterly and annual basis actual results against such expectations. Further, we recognize Adjusted EBITDA as a commonly used measure in determining business value and, as such, use it internally to report and analyze our results and as a benchmark to determine certain non-equity incentive payments made to executives.

Adjusted EBITDA has limitations as an analytical tool. This measure is not a measurement of our financial performance under GAAP and should not be considered in isolation or as an alternative to or substitute for net income (loss), income (loss) from operations or any other performance measures determined in accordance with GAAP or as an alternative to cash flows from operating activities as a measure of our liquidity. Our presentation of Adjusted EBITDA should not be construed as an inference that our future results will be unaffected by unusual or non-recurring items. Among other limitations, Adjusted EBITDA does not reflect:

•interest expense;

•other income, net of other expense;

•provision for (benefit from) income taxes;

•depreciation and amortization;

•share-based compensation;

•non-cash deductions and charges; and

•other expenses.

Factors Affecting Our Performance

We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and elsewhere in this Quarterly Report on Form 10-Q in the section titled “Risk Factors.”

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

Customer Migration from Single to Omni-channel. We have a history of converting customers from single-channel customers to omni-channel customers, defined as active customers who shopped both online and in-store within the last twelve months. Customers that shop across multiple channels purchase from us more frequently and spent approximately 3.5 times more per year than our single-channel customer during fiscal year 2023.

Overall Economic Trends. Our results of operations during any given period are often impacted by the overall economic conditions in the markets in which we operate. Consumer purchases of clothing generally remain constant or may increase during stable economic periods and decline during recessionary periods, inflationary periods and other periods when disposable income is adversely affected. Recent historic high rates of inflation have led to a softening of consumer demand. We have

encountered inflation on our wages, transportation and product costs, and a material increase in these costs without any meaningful offsetting price increases may reduce our future profits.

Demographic Changes. The growth of our business is impacted, in part, by the size of the plus-size population. Slower or negative growth in this demographic, specific to certain geographic markets, income levels or overall, could adversely affect our results of operations.

Growth in Brand Awareness. We intend to continue investing in our brand, with a specific focus on growing brand awareness, customer engagement, and conversion through targeted investments in performance and brand marketing. We have made significant historical investments to strengthen the Torrid brand through our marketing efforts, brand partnerships, events and expansion of our social media presence. If we fail to cost-effectively promote our brand or convert impressions into new customers, our net sales growth and profitability may be adversely affected.

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

Investments. We have invested significantly to strengthen our business, including augmenting leadership across our organization and enhancing our infrastructure and technology in order to realize growth. We anticipate that our operating expenses will grow as we continue to increase our spending on advertising and marketing and hire additional personnel primarily in marketing, product design and development, merchandising, technology, operations, customer service and general and administrative functions. We are strategically working to expand and rebalance our store footprint, aiming for an optimal split between malls and outdoor centers. We will also continue to make investments to improve the customer experience both in-store and online. We believe that such investments will increase the number and loyalty of our customers and, as a result, yield positive financial performance in the long term.

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

Impact of Infectious Disease Outbreaks. Infectious disease outbreaks may cause general business disruption worldwide which could directly or indirectly impact our business, results of operations, cash flows, and financial condition. This could have a negative impact on our business including, but not limited to, closure requirements with respect to some or all of our physical locations, changes in consumer behavior, difficulties attracting and retaining employees and supply chain disruptions.

Components of Our Results of Operations

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

Gross Profit. Gross profit is equal to our net sales less cost of goods sold. Our cost of goods sold includes merchandise costs, freight, inventory shrinkage, payroll expenses associated with the merchandising department, distribution center expenses and store occupancy expenses, including rent, common area maintenance charges, real estate taxes and depreciation.

Merchandising payroll costs and store occupancy costs included within cost of goods sold are largely fixed and do not necessarily increase as volume increases. We review our inventory levels on an ongoing basis in order to identify slow-moving merchandise and generally use markdowns to clear that merchandise. The timing and level of markdowns are driven primarily by customer acceptance of our merchandise. The primary drivers of our merchandise costs include the raw materials, labor in the countries where we source our merchandise, customs duties, and logistics costs.

Selling, General and Administrative Expenses. Selling, general and administrative expenses include all operating costs not included in cost of goods sold or marketing expenses.

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

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

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

Results of Operations

Three Months Ended November 2, 2024 Compared to Three Months Ended October 28, 2023

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


	Three Months Ended
	November 2, 2024		% of Net Sales		October 28, 2023		% of Net Sales
Net sales	$	263,766	100.0	%	$	275,408	100.0	%
Cost of goods sold	168,609		63.9	%	183,906		66.8	%
Gross profit	95,157		36.1	%	91,502		33.2	%
Selling, general and administrative expenses	74,899		28.5	%	71,881		26.1	%
Marketing expenses	13,056		4.9	%	12,739		4.6	%
Income from operations	7,202		2.7	%	6,882		2.5	%
Interest expense	8,784		3.3	%	9,757		3.5	%
Other income, net of other expense	(362)		(0.1)	%	267		0.1	%
Loss before benefit from income taxes	(1,220)		(0.5)	%	(3,142)		(1.1)	%
Benefit from income taxes	(26)		—	%	(394)		(0.1)	%
Net loss	$	(1,194)	(0.5)	%	$	(2,748)	(1.0)	%

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


	Three Months Ended
	November 2, 2024		October 28, 2023
Net loss	$	(1,194)	$	(2,748)
Interest expense	8,784		9,757
Other income, net of other expense	(362)		267
Benefit from income taxes	(26)		(394)
Depreciation and amortization(A)	8,523		8,785
Share-based compensation(B)	685		1,585
Non-cash deductions and charges(C)	112		409
Other expenses(D)	3,062		1,718
Adjusted EBITDA	$	19,584	$	19,379

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

(B)During the three months ended November 2, 2024 and October 28, 2023, share-based compensation includes $(0.3) million and $0.1 million, respectively, for awards that will be settled in cash as they are accounted for as share-based compensation in accordance with ASC 718, Compensation—Stock Compensation, similar to awards settled in shares.

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

(D)Other expenses include certain transaction and litigation fees (including certain settlement costs) and severance costs for certain key management positions.

Net Sales

Net sales decreased $11.6 million, or 4.2%, to $263.8 million for the three months ended November 2, 2024, from $275.4 million for the three months ended October 28, 2023. This decrease was primarily driven by a decrease in sales transaction values and a decrease in PLCC Funds, partially offset by improved pricing strategies. The total number of stores we operate increased by 12 stores, or 1.9%, to 655 stores as of November 2, 2024, from 643 stores as of October 28, 2023.

Gross Profit

Gross profit for the three months ended November 2, 2024 increased $3.7 million, or 4.0%, to $95.2 million, from $91.5 million for the three months ended October 28, 2023. This increase was primarily due to reduced product costs and an increase in sales of regular-priced products, partially offset by decreased net sales. Gross profit as a percentage of net sales increased 2.9% to 36.1% for the three months ended November 2, 2024 from 33.2% for the three months ended October 28, 2023. This increase was primarily driven by reduced product costs and an increase in sales of regular-priced products, partially offset by decreased net sales.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended November 2, 2024 increased $3.0 million, or 4.2%, to $74.9 million, from $71.9 million for the three months ended October 28, 2023. The increase was primarily due to a $3.4 million increase in performance bonuses, a $1.9 million increase in legal expense, and a $1.3 million increase in headquarters general and administrative expenses. These increases were partially offset by a $1.7 million decrease in store payroll costs and a $0.9 million decrease in share-based compensation expense. Selling, general and administrative expenses as a percentage of net sales increased 2.4% to 28.5% for the three months ended November 2, 2024 from 26.1% for the three months ended October 28, 2023. This increase was primarily driven by increased performance bonuses, legal expenses, and headquarters general and administrative expenses, partially offset by a decrease in share-based compensation expense.

Marketing Expenses

Marketing expenses for the three months ended November 2, 2024 increased $0.3 million, or 2.5%, to $13.1 million, from $12.7 million for the three months ended October 28, 2023. Marketing expenses as a percentage of net sales increased 0.3% to 4.9% during the three months ended November 2, 2024 from 4.6% during the three months ended October 28, 2023. The increase in both marketing expenses and marketing expenses as a percentage of net sales was primarily driven by an

increase in social media spend, photography and SMS marketing, partially offset by decreased spend on email marketing and comparison shopping engines.

Interest Expense

Interest expense was $8.8 million for the three months ended November 2, 2024, compared to $9.8 million for the three months ended October 28, 2023. The decrease was primarily due to a lower Amended Term Loan Credit Agreement balance due to principal payments and reduced borrowings under the ABL Facility, as amended.

Benefit from Income Taxes

The benefit from income taxes for the three months ended November 2, 2024, was not material and there was a benefit from income taxes of $0.4 million for the three months ended October 28, 2023. Our effective tax rate was 2.1% for the three months ended November 2, 2024 and 12.5% for the three months ended October 28, 2023. The decrease in the effective tax rate for the three months ended November 2, 2024 as compared to the three months ended October 28, 2023 was primarily due to a decrease in the loss before benefit from income taxes during the three months ended November 2, 2024 as compared to the three months ended October 28, 2023.

Nine Months Ended November 2, 2024 Compared to Nine Months Ended October 28, 2023

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


	Nine Months Ended
	November 2, 2024		% of Net Sales		October 28, 2023		% of Net Sales
Net sales	$	828,175	100.0	%	$	858,406	100.0	%
Cost of goods sold	507,339		61.3	%	553,585		64.5	%
Gross profit	320,836		38.7	%	304,821		35.5	%
Selling, general and administrative expenses	228,203		27.5	%	212,700		24.8	%
Marketing expenses	38,875		4.7	%	38,988		4.5	%
Income from operations	53,758		6.5	%	53,133		6.2	%
Interest expense	27,303		3.3	%	28,831		3.4	%
Other income, net of other expense	(376)		0.0	%	238		0.0	%
Income before provision for income taxes	26,831		3.2	%	24,064		2.8	%
Provision for income taxes	7,525		0.9	%	8,375		1.0	%
Net income	$	19,306	2.3	%	$	15,689	1.8	%

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


	Nine Months Ended
	November 2, 2024		October 28, 2023
Net income	$	19,306	$	15,689
Interest expense	27,303		28,831
Other income, net of other expense	(376)		238
Provision for income taxes	7,525		8,375
Depreciation and amortization(A)	26,704		27,103
Share-based compensation(B)	4,531		5,981
Non-cash deductions and charges(C)	179		354
Other expenses(D)	7,231		3,220
Adjusted EBITDA	$	92,403	$	89,791

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

(B)During the nine months ended November 2, 2024 and October 28, 2023, share-based compensation includes $1.2 million and $0.4 million, respectively, for awards that will be settled in cash as they are accounted for as share-based compensation in accordance with ASC 718, Compensation—Stock Compensation, similar to awards settled in shares.

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

(D)Other expenses include certain transaction and litigation fees (including certain settlement costs), severance costs for certain key management positions and the reimbursement of certain management expenses, primarily for travel, incurred by Sycamore on our behalf, which are not considered to be part of our core business.

Net Sales

Net sales decreased $30.2 million, or 3.5%, to $828.2 million for the nine months ended November 2, 2024, from $858.4 million for the nine months ended October 28, 2023. This decrease was primarily driven by a decrease in sales transaction values, partially offset by improved pricing strategies. The total number of stores we operate increased by 12 stores, or 1.9%, to 655 stores as of November 2, 2024, from 643 stores as of October 28, 2023.

Gross Profit

Gross profit for the nine months ended November 2, 2024 increased $16.0 million, or 5.3%, to $320.8 million, from $304.8 million for the nine months ended October 28, 2023. This increase was primarily due to reduced product costs, merchandising payroll costs, store occupancy costs and distribution costs, partially offset by decreased net sales. Gross profit as a percentage of net sales increased 3.2% to 38.7% for the nine months ended November 2, 2024 from 35.5% for the nine months ended October 28, 2023. This increase was primarily driven by a decrease in product costs, partially offset by decreased net sales.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the nine months ended November 2, 2024 increased $15.5 million, or 7.3%, to $228.2 million, from $212.7 million for the nine months ended October 28, 2023. The increase was primarily due to a $10.1 million increase in performance bonuses, an $8.2 million increase in headquarters general and administrative expenses, and a $1.9 million increase in legal expense. This increase was partially offset by a $3.8 million decrease in store payroll costs and a $1.4 million decrease in shared-based compensation. Selling, general and administrative expenses as a percentage of net sales increased 2.7% to 27.5% for the nine months ended November 2, 2024 from 24.8% for the nine months ended October 28, 2023. This increase was primarily driven by increased performance bonuses and headquarters general and administrative expenses.

Marketing Expenses

Marketing expenses for the nine months ended November 2, 2024 decreased $0.1 million, or 0.3%, to $38.9 million, from $39.0 million for the nine months ended October 28, 2023. The decrease was primarily due to decreased spend on store and brand marketing, comparison shopping engines, retargeting, photography, email/SMS marketing, and marketing team payroll, partially offset by expenses associated with our model search campaign, and an increase in social media spend. Marketing expenses as a percentage of net sales increased 0.2% to 4.7% during the nine months ended November 2, 2024 from 4.5%

during the nine months ended October 28, 2023. The increase was primarily driven by a deleverage of our marketing expenses as a result of lower net sales.

Interest Expense

Interest expense was $27.3 million for the nine months ended November 2, 2024, compared to $28.8 million for the nine months ended October 28, 2023. The decrease was primarily due to a lower Amended Term Loan Credit Agreement balance due to principal payments and reduced borrowings under the ABL Facility, as amended.

Provision for Income Taxes

The provision for income taxes were $7.5 million and $8.4 million for the nine months ended November 2, 2024 and October 28, 2023, respectively. Our effective tax rate was 28.0% for the nine months ended November 2, 2024 and 34.8% for the nine months ended October 28, 2023. The decrease in the effective tax rate for the nine months ended November 2, 2024 as compared to the nine months ended October 28, 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 nine months ended November 2, 2024.

Liquidity and Capital Resources

General

Our business relies on cash flows from operations as our primary source of liquidity. We do, however, have access to additional liquidity, if needed, through borrowings under our ABL Facility, as amended. Availability under the ABL Facility, as amended, as of the end of the third quarter of fiscal year 2024, was $107.8 million, which reflects no borrowings. Our primary cash needs are for merchandise inventories, payroll, rent for our stores, headquarters and distribution center, capital expenditures associated with opening new stores and updating existing stores, logistics and information technology. We also need cash to fund our interest and principal payments on the Amended Term Loan Credit Agreement, and make discretionary repurchases of our common stock. The most significant components of our working capital are cash and cash equivalents, merchandise inventories, prepaid expenses and other current assets, accounts payable, accrued and other current liabilities and operating lease liabilities. We believe that cash generated from operations and the availability of borrowings under our ABL Facility, as amended, or other financing arrangements will be sufficient to meet working capital requirements and anticipated capital expenditures for at least the next 12 months. There can be no assurance, however, that our business will generate sufficient cash flows from operations or that future borrowings will be available under our ABL Facility, as amended, or otherwise to enable us to service our indebtedness, or to make capital expenditures in the future. Our future operating performance and our ability to service or extend our indebtedness will be subject to future economic conditions and to financial, business and other factors, many of which are beyond our control.

July 2023 Reduction in Workforce

In July 2023, we implemented a strategic reduction of approximately 5% of our workforce employed in our headquarters in City of Industry, California. Costs to implement the workforce reduction were comprised primarily of severance payments and continuing health care coverage over the severance period. In July 2023, we recognized $1.5 million of expense related to the workforce reduction in selling, general and administrative expenses in our condensed consolidated statements of operations and comprehensive (loss) income. None of our employees are represented by a labor union or are party to a collective bargaining agreement.

Cash Flow Analysis

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


	Nine Months Ended
	November 2, 2024		October 28, 2023
Net cash provided by operating activities	$	65,366	$	33,730
Net cash used in investing activities	(12,617)		(15,228)
Net cash used in financing activities	(20,366)		(16,334)

Net Cash Provided By Operating Activities

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

Net cash provided by operating activities during the nine months ended November 2, 2024 was $65.4 million compared to $33.7 million during the nine months ended October 28, 2023. The increase in cash provided by operating activities during the nine months ended November 2, 2024 was primarily as a result of increases in net income, accounts payable and accrued expenses and other current liabilities, partially offset by a larger increase in prepaid expenses and other current assets compared to the nine months ended October 28, 2023.

Net Cash Used In Investing Activities

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

Net cash flows used in investing activities during the nine months ended November 2, 2024 was $12.6 million, compared to $15.2 million during the nine months ended October 28, 2023. The decrease in cash used in investing activities was primarily as a result of decreased capital expenditures related to the opening of new stores and store relocations and a decrease in capital expenditures in our West Jefferson, Ohio distribution center, partially offset by an increase in store maintenance costs during the nine months ended November 2, 2024, compared to the nine months ended October 28, 2023.

Net Cash Used In Financing Activities

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

Net cash used in financing activities during the nine months ended November 2, 2024 was $20.4 million compared to $16.3 million during the nine months ended October 28, 2023. The increase in net cash used in financing activities was primarily due to an increase in net repayments related to the ABL Facility, as amended.

Debt Financing Arrangements

As of November 2, 2024, we had $292.6 million of outstanding indebtedness, net of unamortized original issue discount and debt financing costs, consisting of term loans under the Amended Term Loan Credit Agreement. As of November 2, 2024, we had no borrowings under the ABL Facility, as amended. Please refer to “Note 12—Debt Financing Arrangements” for further discussion regarding our indebtedness.

Critical Accounting Policies and Significant Estimates

There have been no material changes to our critical accounting policies and estimates as discussed in our Annual Report on Form 10-K for the fiscal year ended February 3, 2024.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our market risk profile as of February 3, 2024 is disclosed in our Annual Report on Form 10-K and has not materially changed. Please refer to “Note 12—Debt Financing Arrangements” for further discussion regarding our indebtedness.

Item 4. Controls and Procedures

Management’s Evaluation of Disclosure Controls and Procedures

We, under the supervision of and with the participation of our management, including our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer), have evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of November 2, 2024, to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and

forms, and that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes during the three months ended November 2, 2024 in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Part II - Other Information

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in our Annual Report on Form 10-K for the fiscal year ended February 3, 2024.

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

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. During the three months ended November 2, 2024, we did not repurchase any shares of our common stock. As of November 2, 2024, we had approximately $44.9 million remaining under the share repurchase program.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

EXHIBIT INDEX

Exhibit
Number

Description

Incorporated by Reference

Form

Filing Date

Exhibit

3.1

Amended and Restated Certificate of Incorporation of Torrid Holdings Inc., dated July 6, 2021.

8-K

July 6, 2021

3.1

3.2

Amended and Restated Bylaws of Torrid Holdings Inc.

10-K

March 28, 2023

3.2

10.1+*

Separation Agreement and Release by and among Torrid Holdings Inc., T orrid Administration, Inc., Torrid LLC and Elizabeth Munoz Guzman, dated October 4, 2024.

31.1*

Certification of the Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Certification of the Principal Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**

Certification of the Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**

Certification of the Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101*

Interactive Data Files (formatted in Inline XBRL)

104*

Cover Page Interactive Data Files (Embedded within the Inline XBRL document and included in Exhibit 101)


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

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in City of Industry, California on December 11, 2024.


Torrid Holdings Inc.

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

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