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Torrid Holdings Inc. – ‘10-Q’ for 7/30/22 – ‘R18’

On:  Wednesday, 9/7/22, at 4:11pm ET   ·   For:  7/30/22   ·   Accession #:  1628280-22-24493   ·   File #:  1-40571

Previous ‘10-Q’:  ‘10-Q’ on 6/7/22 for 4/30/22   ·   Next:  ‘10-Q’ on 12/8/22 for 10/29/22   ·   Latest:  ‘10-Q’ on 12/7/23 for 10/28/23   ·   6 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 9/07/22  Torrid Holdings Inc.              10-Q        7/30/22   93:7.1M                                   Workiva Inc Wde… FA01/FA

Quarterly Report   —   Form 10-Q

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                    HTML   1.35M 
 2: EX-10.5     Material Contract                                   HTML     25K 
 3: EX-10.6     Material Contract                                   HTML     50K 
 4: EX-31.1     Certification -- §302 - SOA'02                      HTML     28K 
 5: EX-31.2     Certification -- §302 - SOA'02                      HTML     29K 
 6: EX-32.1     Certification -- §906 - SOA'02                      HTML     25K 
 7: EX-32.2     Certification -- §906 - SOA'02                      HTML     25K 
13: R1          Cover                                               HTML     77K 
14: R2          Condensed Consolidated Balance Sheets (Unaudited)   HTML    139K 
15: R3          Condensed Consolidated Balance Sheets (Unaudited)   HTML     33K 
                (Parenthetical)                                                  
16: R4          Condensed Consolidated Statements of Operations     HTML    112K 
                and Comprehensive Income (Unaudited)                             
17: R5          Condensed Consolidated Statement of Stockholder's   HTML     97K 
                Deficit (Unaudited)                                              
18: R6          Condensed Consolidated Statements of Cash Flows     HTML    133K 
                (Unaudited)                                                      
19: R7          Basis of Presentation and Description of the        HTML     41K 
                Business                                                         
20: R8          Accounting Standards                                HTML     28K 
21: R9          Inventory                                           HTML     27K 
22: R10         Prepaid Expenses and Other Current Assets           HTML     33K 
23: R11         Property and Equipment                              HTML     38K 
24: R12         Implementation Costs Incurred in Cloud Computing    HTML     34K 
                Arrangements that are Service Contracts                          
25: R13         Accrued and Other Current Liabilities               HTML     41K 
26: R14         Leases                                              HTML     49K 
27: R15         Revenue Recognition                                 HTML     43K 
28: R16         Loyalty Program                                     HTML     43K 
29: R17         Related Party Transactions                          HTML     41K 
30: R18         Debt Financing Arrangements                         HTML     59K 
31: R19         Income Taxes                                        HTML     36K 
32: R20         Share-Based Compensation                            HTML     98K 
33: R21         Commitment and Contingencies                        HTML     30K 
34: R22         Stockholders' Deficit                               HTML     32K 
35: R23         Share Repurchases                                   HTML     36K 
36: R24         Earnings Per Share                                  HTML     29K 
37: R25         Fair Value Measurements                             HTML     60K 
38: R26         Private Label Credit Card                           HTML     27K 
39: R27         Deferred Compensation Plan                          HTML     29K 
40: R28         Employee Benefit Plan                               HTML     28K 
41: R29         Basis of Presentation and Description of the        HTML     47K 
                Business (Policies)                                              
42: R30         Prepaid Expenses and Other Current Assets (Tables)  HTML     33K 
43: R31         Property and Equipment (Tables)                     HTML     36K 
44: R32         Implementation Costs Incurred in Cloud Computing    HTML     32K 
                Arrangements that are Service Contracts (Tables)                 
45: R33         Accrued and Other Current Liabilities (Tables)      HTML     41K 
46: R34         Leases (Tables)                                     HTML     47K 
47: R35         Revenue Recognition (Tables)                        HTML     37K 
48: R36         Debt Financing Arrangements (Tables)                HTML     44K 
49: R37         Share-Based Compensation (Tables)                   HTML     95K 
50: R38         Share Repurchases (Tables)                          HTML     35K 
51: R39         Fair Value Measurements (Tables)                    HTML     56K 
52: R40         Basis of Presentation and Description of the        HTML     50K 
                Business (Details)                                               
53: R41         Prepaid Expenses and Other Current Assets           HTML     36K 
                (Details)                                                        
54: R42         Property and Equipment - Summary of Property and    HTML     42K 
                Equipment (Details)                                              
55: R43         Property and Equipment - Narrative (Details)        HTML     30K 
56: R44         Implementation Costs Incurred in Cloud Computing    HTML     33K 
                Arrangements that are Service Contracts - Deferred               
                Implementation Costs (Details)                                   
57: R45         Implementation Costs Incurred in Cloud Computing    HTML     28K 
                Arrangements that are Service Contracts -                        
                Narrative (Details)                                              
58: R46         Accrued and Other Current Liabilities (Details)     HTML     53K 
59: R47         Leases - Lease Costs (Details)                      HTML     34K 
60: R48         Leases - Narrative (Details)                        HTML     28K 
61: R49         Leases - Other Supplementary Information Related    HTML     36K 
                to Leases (Details)                                              
62: R50         Revenue Recognition - Disaggregation of Revenue     HTML     35K 
                (Details)                                                        
63: R51         Revenue Recognition - Narrative (Details)           HTML     30K 
64: R52         Loyalty Program (Details)                           HTML     32K 
65: R53         Related Party Transactions - Services Agreements    HTML     54K 
                with Hot Topic (Details)                                         
66: R54         Related Party Transactions - IT Asset Purchase      HTML     34K 
                Agreement with Hot Topic (Details)                               
67: R55         Related Party Transactions - Sponsor Advisory       HTML     40K 
                Services Agreement (Details)                                     
68: R56         Related Party Transactions - Other Related Party    HTML     49K 
                Transactions (Details)                                           
69: R57         Debt Financing Arrangements - Schedule (Details)    HTML     46K 
70: R58         Debt Financing Arrangements - Maturity (Details)    HTML     49K 
71: R59         Debt Financing Arrangements - New Term Loan Credit  HTML     56K 
                Agreement (Details)                                              
72: R60         Debt Financing Arrangements - Term Loan Credit      HTML     61K 
                Agreement (Details)                                              
73: R61         Debt Financing Arrangements - Senior Secured        HTML     64K 
                Asset-Based Revolving Credit Facility (Details)                  
74: R62         Income Taxes (Details)                              HTML     62K 
75: R63         Share-Based Compensation - Share-based              HTML     47K 
                Compensation Expense (Details)                                   
76: R64         Share-Based Compensation - Narrative (Details)      HTML     97K 
77: R65         Share-Based Compensation - Restricted Stock Units   HTML     49K 
                Activity And Performance Stock Units Activity                    
                (Details)                                                        
78: R66         Share-Based Compensation - Valuation Assumptions    HTML     45K 
                (Details)                                                        
79: R67         Share-Based Compensation - Restricted Stock         HTML     49K 
                Activity (Details)                                               
80: R68         Share-Based Compensation - Stock Option Activity    HTML     54K 
                (Details)                                                        
81: R69         Stockholders' Deficit (Details)                     HTML     45K 
82: R70         Share Repurchases - Narrative (Details)             HTML     28K 
83: R71         Share Repurchases - Share Repurchase Activity       HTML     33K 
                (Details)                                                        
84: R72         Earnings Per Share (Details)                        HTML     39K 
85: R73         Fair Value Measurements (Details)                   HTML     50K 
86: R74         Private Label Credit Card (Details)                 HTML     26K 
87: R75         Deferred Compensation Plan (Details)                HTML     41K 
88: R76         Employee Benefit Plan (Details)                     HTML     38K 
91: XML         IDEA XML File -- Filing Summary                      XML    167K 
89: XML         XBRL Instance -- thi-20220730_htm                    XML   1.57M 
90: EXCEL       IDEA Workbook of Financial Reports                  XLSX    148K 
 9: EX-101.CAL  XBRL Calculations -- thi-20220730_cal                XML    188K 
10: EX-101.DEF  XBRL Definitions -- thi-20220730_def                 XML    524K 
11: EX-101.LAB  XBRL Labels -- thi-20220730_lab                      XML   1.48M 
12: EX-101.PRE  XBRL Presentations -- thi-20220730_pre               XML    939K 
 8: EX-101.SCH  XBRL Schema -- thi-20220730                          XSD    168K 
92: JSON        XBRL Instance as JSON Data -- MetaLinks              379±   573K 
93: ZIP         XBRL Zipped Folder -- 0001628280-22-024493-xbrl      Zip    370K 


‘R18’   —   Debt Financing Arrangements


This is an IDEA Financial Report.  [ Alternative Formats ]



 
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Debt Financing Arrangements
6 Months Ended
Debt Disclosure [Abstract]  
Debt Financing Arrangements Debt Financing Arrangements
Our debt financing arrangements consist of the following (in thousands):
July 30, 2022January 29, 2022
Existing ABL Facility, as amended$5,950 $— 
Term loan
New Term Loan Credit Agreement336,875 350,000 
Less: current portion of unamortized original issue discount and debt financing costs(1,356)(1,356)
Less: noncurrent portion of unamortized original issue discount and debt financing costs(6,606)(7,284)
Total term loan outstanding, net of unamortized original issue discount and debt financing costs328,913 341,360 
Less: current portion of term loan, net of unamortized original issue discount and debt financing costs(16,144)(20,519)
Total term loan, net of current portion and unamortized original issue discount and debt financing costs$312,769 $320,841 

Fixed mandatory principal repayments due on the outstanding term loan are as follows as of the end of the second quarter of fiscal year 2022 (in thousands):
20228,750 
202317,500 
202417,500 
202517,500 
202617,500 
202717,500 
2028240,625 
$336,875 
New Term Loan Credit Agreement
On June 14, 2021, we entered into a term loan credit agreement ("New Term Loan Credit Agreement") among Bank of America, N.A., as agent, and the lenders party thereto.
The New Term Loan Credit Agreement provides for term loans in an initial aggregate amount of $350.0 million, which is recorded net of an original issue discount ("OID") of $3.5 million and has a maturity date of June 14, 2028. In connection with the New Term Loan Credit Agreement, we paid financing costs of approximately $6.0 million.

The elected interest rate on July 30, 2022 was approximately 9%.
As of the end of the second quarter of fiscal year 2022, we were compliant with our debt covenants under the New Term Loan Credit Agreement.
As of July 30, 2022, the fair value of the New Term Loan Credit Agreement was approximately $323.4 million. The fair value of the New Term Loan Credit Agreement is determined using current applicable rates for similar instruments as of the balance sheet date, a Level 2 measurement (as defined in "Note 19—Fair Value Measurements").
As of the end of the second quarter of fiscal year 2022, total borrowings, net of OID and financing costs, of $328.9 million remain outstanding under the New Term Loan Credit Agreement. During the three- and six-month periods ended July 30, 2022, we recognized $5.8 million and $11.3 million, respectively, of interest expense related to the New Term Loan Credit Agreement. During the three- and six-month periods ended July 30, 2022, we recognized $0.3 million and $0.6 million, respectively, of OID and financing costs related to the New Term Loan Credit Agreement. During the three- and six-month periods ended July 31, 2021, we recognized $2.9 million of interest expense and recognized $0.2 million of OID and financing costs related to the New Term Loan Credit Agreement. The OID and financing costs are amortized over the New Term Loan Credit Agreement's seven-year term and are reflected as a direct deduction of the face amount of the term loan in our condensed
consolidated balance sheets. We recognize interest payments, together with amortization of the OID and financing costs, in interest expense in our condensed consolidated statements of operations and comprehensive income.
Term Loan Credit Agreement
On June 14, 2019, we entered into a term loan credit agreement ("Term Loan Credit Agreement") with Cortland Capital Market Services LLC, as agent, KKR Credit Advisors (US) LLC, as structuring advisor, and the lenders party thereto (the "Lenders"). On September 17, 2020, we entered into an amended term loan credit agreement ("Amended Term Loan Credit Agreement") with the Lenders, pursuant to which the definition of total debt used in the calculation of the maximum ratio of our total debt to EBITDA (as defined in the Amended Term Loan Credit Agreement) was amended. All other material terms of the Term Loan Credit Agreement remained substantially the same. In September 2020, in conjunction with the Amended Term Loan Credit Agreement, we prepaid $35.0 million of the outstanding Amended Term Loan Credit Agreement Principal (as defined below), associated accrued interest of $0.2 million and an amendment fee of $0.5 million. On June 14, 2021, we utilized the proceeds from the New Term Loan Credit Agreement to pay the remaining outstanding Amended Term Loan Credit Agreement Principal (as defined below) of $207.5 million, associated accrued interest of $1.2 million and a prepayment penalty of $2.1 million.
The Amended Term Loan Credit Agreement provided for term loans in an initial aggregate amount of $260.0 million ("Amended Term Loan Credit Agreement Principal"), which was recorded net of an original issue discount of $2.9 million and had a maturity date of December 14, 2024. In connection with the Term Loan Credit Agreement, we paid financing costs of approximately $4.6 million.
During the three- and six-month periods ended July 31, 2021, we recognized $6.9 million and $11.0 million of interest expense, respectively, related to the Amended Term Loan Credit Agreement. During the three- and six-month periods ended July 31, 2021, we recognized $0.2 million and $0.4 million of OID and financing costs, respectively, related to the Amended Term Loan Credit Agreement. The OID and financing costs were amortized over the Amended Term Loan Credit Agreement's contractual term and were reflected as a direct deduction of the face amount of the term loan in our condensed consolidated balance sheets. On June 14, 2021, upon repayment of the outstanding borrowings under the Amended Term Loan Credit Agreement, we wrote off $5.2 million of unamortized OID and financing costs and incurred a $2.1 million prepayment penalty. We recognize interest payments, OID and financing costs and the prepayment penalty in interest expense in our condensed consolidated statements of operations and comprehensive income.
Senior Secured Asset-Based Revolving Credit Facility
In May 2015, we entered into a credit agreement for a senior secured asset-based revolving credit facility ("Original ABL Facility") of $50.0 million (subject to a borrowing base), with Bank of America, N.A. On October 23, 2017, we entered into an amended and restated credit agreement ("Existing ABL Facility"), which amended our Original ABL Facility. The Existing ABL Facility increased the aggregate commitments available under the Original ABL Facility from $50.0 million to $100.0 million (subject to a borrowing base); and increased our right to request additional commitments from up to $30.0 million to up to $30.0 million plus the aggregate principal amount of any permanent principal reductions we may take (subject to customary conditions precedent). On June 14, 2019, in conjunction with the Term Loan Credit Agreement, we entered into an amendment to the Existing ABL Facility (the "1st Amendment"). The 1st Amendment decreased the aggregate commitments available under the Existing ABL Facility from $100.0 million to $70.0 million (subject to a borrowing base), permitted indebtedness incurred pursuant to the Term Loan Credit Agreement and made certain other modifications. On September 4, 2019, we entered into another amendment to the Existing ABL Facility (the "2nd Amendment"). The 2nd Amendment permitted parent company financial statements to be used to satisfy reporting requirements and made certain other modifications. On June 14, 2021, in conjunction with the New Term Loan Credit Agreement, we entered into a third amendment to the Existing ABL Facility (the "3rd Amendment"), which amended our Existing ABL Facility, as amended. The 3rd Amendment increased the aggregate commitments available under the Existing ABL facility, as amended, from $70.0 million to $150.0 million (subject to a borrowing base) and extended the date upon which the principal amount outstanding of the loans would be due and payable in full from October 23, 2022 to June 14, 2026. All other material terms of the Existing ABL Facility, as amended, remain substantially the same as the previous agreements it replaced.
As of the end of the second quarter of fiscal year 2022, the applicable interest rate for borrowings under the Existing ABL Facility was approximately 6% per annum.
As of the end of the second quarter of fiscal year 2022, we were compliant with our debt covenants under the Existing ABL Facility, as amended.
As of the end of the second quarter of fiscal year 2022, the maximum restricted payment utilizing the Existing ABL Facility, as amended, that our subsidiaries could make from its net assets was $128.0 million.
We consider the carrying amounts of the Existing ABL Facility, as amended, to approximate fair value because of the variable interest rate of this facility, a Level 2 measurement (as defined in "Note 19—Fair Value Measurements").
Availability under the Existing ABL Facility, as amended, as of the end of the second quarter of fiscal year 2022 was $138.5 million, which reflects borrowings of $6.0 million. Availability under the Existing ABL Facility, as amended, at the end of fiscal year 2021 was $123.9 million, which reflects no borrowings. Standby letters of credit issued and outstanding were $5.5 million as of the end of the second quarter of fiscal year 2022 and $5.3 million as of the end of fiscal year 2021. During the third quarter of fiscal year 2017, we incurred $0.5 million of financing costs for the Existing ABL Facility, which were reduced in fiscal year 2019 by $0.1 million written off to account for the impact of our entry into the 1st Amendment. During the second quarter of fiscal year 2021, we incurred an additional $0.7 million of financing costs in connection with our entry into the 3rd Amendment. These financing costs, together with the unamortized financing costs of $0.1 million associated with the Original ABL Facility, are amortized over the five-year term of the Existing ABL Facility, as amended, and are reflected in prepaid expenses and other current assets and deposits and other noncurrent assets in our condensed consolidated balance sheets. During the three-month period ended July 30, 2022, amortization of financing costs for the Existing ABL Facility, as amended, was not material, and during the six-month period ended July 30, 2022, amortization of financing costs for the Existing ABL Facility, as amended, was $0.1 million. During the three- and six-month periods ended July 31, 2021, amortization of financing costs for the Existing ABL Facility, as amended, was not material. During the three- and six-month periods ended July 30, 2022, interest payments were $0.5 million and $0.8 million, respectively. During the three- and six-month periods ended July 31, 2021, interest payments were $0.1 million and $0.2 million, respectively. We recognize amortization of financing costs and interest payments for the revolving credit facilities in interest expense in our condensed consolidated statements of operations and comprehensive income.

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-Q’ Filing    Date    Other Filings
6/14/28
6/14/26
12/14/24
10/23/22
Filed on:9/7/224,  8-K
For Period end:7/30/22
1/29/2210-K
7/31/2110-Q
6/14/21
9/17/20
9/4/19
6/14/19
10/23/17
 List all Filings 


2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/02/24  Torrid Holdings Inc.              10-K        2/03/24  123:11M                                    Workiva Inc Wde… FA01/FA
 3/28/23  Torrid Holdings Inc.              10-K        1/28/23  124:13M                                    Workiva Inc Wde… FA01/FA


4 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 8/03/22  Torrid Holdings Inc.              8-K:2,5,9   8/01/22   12:403K                                   Workiva Inc Wde… FA01/FA
 5/04/22  Torrid Holdings Inc.              8-K:5,7,9   5/04/22   14:473K                                   Workiva Inc Wde… FA01/FA
 7/06/21  Torrid Holdings Inc.              8-K:1,3,5,8 6/30/21    6:380K                                   Donnelley … Solutions/FA
 6/23/21  Torrid Holdings Inc.              S-1/A                 30:13M                                    Donnelley … Solutions/FA
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Filing Submission 0001628280-22-024493   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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