VINCE HOLDING CORP., 10-Q filed on 9/12/2019
Quarterly Report
v3.19.2
Document and Entity Information - shares
6 Months Ended
Aug. 03, 2019
Aug. 31, 2019
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Aug. 03, 2019  
Document Fiscal Year Focus 2019  
Document Fiscal Period Focus Q2  
Trading Symbol VNCE  
Entity Registrant Name VINCE HOLDING CORP.  
Entity Central Index Key 0001579157  
Current Fiscal Year End Date --02-01  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Common Stock, Shares Outstanding   11,679,538
Entity Shell Company false  
Entity Current Reporting Status Yes  
Entity File Number 001-36212  
Entity Tax Identification Number 75-3264870  
Entity Address, Address Line One 500 5th Avenue  
Entity Address, Address Line Two 20th Floor  
Entity Address, City or Town New York  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 10110  
City Area Code 212  
Local Phone Number 944-2600  
Title of 12(b) Security Common Stock, $0.01 par value per share  
Security Exchange Name NYSE  
Document Quarterly Report true  
Document Transition Report false  
Entity Interactive Data Current Yes  
Entity Incorporation, State or Country Code DE  
v3.19.2
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Aug. 03, 2019
Feb. 02, 2019
Current assets:    
Cash and cash equivalents $ 227 $ 118
Trade receivables, net 28,587 28,896
Inventories, net 59,749 53,271
Prepaid expenses and other current assets 6,890 6,317
Total current assets 95,453 88,602
Property and equipment, net 23,139 25,156
Operating lease right-of-use assets, net 85,735  
Intangible assets, net 76,201 76,501
Goodwill 41,435 41,435
Deferred income taxes 203 203
Other assets 3,009 3,034
Total assets 325,175 234,931
Current liabilities:    
Accounts payable 34,083 28,787
Accrued salaries and employee benefits 4,880 5,510
Other accrued expenses 8,913 8,535
Short-term lease liabilities 16,429  
Current portion of long-term debt 2,750 2,750
Total current liabilities 67,055 45,582
Long-term debt 48,107 42,340
Deferred rent   14,636
Long-term lease liabilities 83,583  
Other liabilities 58,273 58,273
Commitments and contingencies (Note 8)
Stockholders' equity:    
Common stock at $0.01 par value (100,000,000 shares authorized, 11,678,403 and 11,622,994 shares issued and outstanding at August 3, 2019 and February 2, 2019, respectively) 117 116
Additional paid-in capital 1,115,328 1,114,695
Accumulated deficit (1,047,223) (1,040,646)
Accumulated other comprehensive loss (65) (65)
Total stockholders' equity 68,157 74,100
Total liabilities and stockholders' equity $ 325,175 $ 234,931
v3.19.2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Aug. 03, 2019
Feb. 02, 2019
Statement Of Financial Position [Abstract]    
Common stock, par value $ 0.01 $ 0.01
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 11,678,403 11,622,994
Common stock, shares outstanding 11,678,403 11,622,994
v3.19.2
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Aug. 03, 2019
Aug. 04, 2018
Aug. 03, 2019
Aug. 04, 2018
Income Statement [Abstract]        
Net sales $ 71,351 $ 63,128 $ 126,473 $ 117,642
Cost of products sold 36,635 35,409 63,491 64,387
Gross profit 34,716 27,719 62,982 53,255
Selling, general and administrative expenses 32,752 30,143 66,767 60,043
Income (loss) from operations 1,964 (2,424) (3,785) (6,788)
Interest expense, net 947 1,297 2,024 2,586
Other expense (income), net   73 108 9
Income (loss) before income taxes 1,017 (3,794) (5,917) (9,383)
Provision for income taxes 29 28 71 76
Net income (loss) and comprehensive loss $ 988 $ (3,822) $ (5,988) $ (9,459)
Earnings (Loss) per share:        
Basic earnings (loss) per share $ 0.08 $ (0.33) $ (0.51) $ (0.81)
Diluted earnings (loss) per share $ 0.08 $ (0.33) $ (0.51) $ (0.81)
Weighted average shares outstanding:        
Basic 11,672,914 11,619,664 11,651,375 11,618,082
Diluted 11,860,063 11,619,664 11,651,375 11,618,082
v3.19.2
Condensed Consolidated Statements of Stockholders' Equity (Deficit) - USD ($)
$ in Thousands
Total
Common Stock [Member]
Additional Paid-In Capital [Member]
Accumulated Deficit [Member]
Accumulated Other Comprehensive Loss [Member]
Beginning Balance at Feb. 03, 2018 $ 74,769 $ 116 $ 1,113,342 $ (1,038,624) $ (65)
Beginning Balance, shares at Feb. 03, 2018   11,616,500      
Comprehensive Income (loss):          
Net Income (loss) (5,637)     (5,637)  
Share-based compensation expense 196   196    
Ending Balance at May. 05, 2018 69,328 $ 116 1,113,538 (1,044,261) (65)
Ending Balance, shares at May. 05, 2018   11,616,500      
Beginning Balance at Feb. 03, 2018 74,769 $ 116 1,113,342 (1,038,624) (65)
Beginning Balance, shares at Feb. 03, 2018   11,616,500      
Comprehensive Income (loss):          
Net Income (loss) (9,459)        
Ending Balance at Aug. 04, 2018 65,901 $ 116 1,113,933 (1,048,083) (65)
Ending Balance, shares at Aug. 04, 2018   11,616,500      
Beginning Balance at May. 05, 2018 69,328 $ 116 1,113,538 (1,044,261) (65)
Beginning Balance, shares at May. 05, 2018   11,616,500      
Comprehensive Income (loss):          
Net Income (loss) (3,822)     (3,822)  
Share-based compensation expense 395   395    
Ending Balance at Aug. 04, 2018 65,901 $ 116 1,113,933 (1,048,083) (65)
Ending Balance, shares at Aug. 04, 2018   11,616,500      
Beginning Balance at Feb. 02, 2019 $ 74,100 $ 116 1,114,695 (1,040,646) (65)
Beginning Balance, shares at Feb. 02, 2019 11,622,994 11,622,994      
Comprehensive Income (loss):          
Net Income (loss) $ (6,976)     (6,976)  
Share-based compensation expense 427   427    
Cumulative effect of accounting change from adoption | ASU 2016-02 [Member] (589)     (589)  
Restricted stock unit vestings 1 $ 1      
Restricted stock unit vestings, shares   64,572      
Tax withholdings related to restricted stock vesting (301)   (301)    
Tax withholdings related to restricted stock vesting, shares   (23,066)      
Ending Balance at May. 04, 2019 66,662 $ 117 1,114,821 (1,048,211) (65)
Ending Balance, shares at May. 04, 2019   11,664,500      
Beginning Balance at Feb. 02, 2019 $ 74,100 $ 116 1,114,695 (1,040,646) (65)
Beginning Balance, shares at Feb. 02, 2019 11,622,994 11,622,994      
Comprehensive Income (loss):          
Net Income (loss) $ (5,988)        
Cumulative effect of accounting change from adoption | ASU 2016-02 [Member] (589)        
Ending Balance at Aug. 03, 2019 $ 68,157 $ 117 1,115,328 (1,047,223) (65)
Ending Balance, shares at Aug. 03, 2019 11,678,403 11,678,403      
Beginning Balance at May. 04, 2019 $ 66,662 $ 117 1,114,821 (1,048,211) (65)
Beginning Balance, shares at May. 04, 2019   11,664,500      
Comprehensive Income (loss):          
Net Income (loss) 988     988  
Share-based compensation expense 527   527    
Restricted stock unit vestings, shares   15,346      
Tax withholdings related to restricted stock vesting (20)   (20)    
Tax withholdings related to restricted stock vesting, shares   (1,443)      
Ending Balance at Aug. 03, 2019 $ 68,157 $ 117 $ 1,115,328 $ (1,047,223) $ (65)
Ending Balance, shares at Aug. 03, 2019 11,678,403 11,678,403      
v3.19.2
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
6 Months Ended
Aug. 03, 2019
Aug. 04, 2018
Operating activities    
Net loss $ (5,988) $ (9,459)
Add (deduct) items not affecting operating cash flows:    
Depreciation and amortization 3,750 4,100
Loss on disposal of property and equipment   259
Deferred rent   (661)
Share-based compensation expense 954 593
Amortization of deferred financing cost 282 490
Changes in assets and liabilities:    
Receivables, net 309 (2,239)
Inventories (6,478) (12,695)
Prepaid expenses and other current assets (573) 123
Accounts payable and accrued expenses 4,953 5,973
Other assets and liabilities (880) 80
Net cash used in operating activities (3,671) (13,436)
Investing activities    
Payments for capital expenditures (1,470) (1,026)
Net cash used in investing activities (1,470) (1,026)
Financing activities    
Net proceeds from borrowings under the Revolving Credit Facilities 6,946 18,500
Repayment of borrowings under the Term Loan Facilities (1,375) (4,000)
Tax withholdings related to restricted stock vesting (321)  
Proceeds from stock option exercises, restricted stock vesting, and issuance of common stock under employee stock purchase plan 1  
Financing fees (1) (90)
Net cash provided by financing activities 5,250 14,410
Increase (decrease) in cash, cash equivalents, and restricted cash 109 (52)
Cash, cash equivalents, and restricted cash, beginning of period 129 5,445
Cash, cash equivalents, and restricted cash, end of period 238 5,393
Less: restricted cash at end of period 11 72
Cash and cash equivalents per balance sheet at end of period 227 5,321
Supplemental Disclosures of Cash Flow Information    
Cash payments on Tax Receivable Agreement obligation   351
Cash payments for interest 1,705 2,496
Cash payments for income taxes, net of refunds 88 (11)
Supplemental Disclosures of Non-Cash Investing and Financing Activities    
Capital expenditures in accounts payable and accrued liabilities $ 132 $ 724
v3.19.2
Description of Business and Basis of Presentation
6 Months Ended
Aug. 03, 2019
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Description of Business and Basis of Presentation

Note 1. Description of Business and Basis of Presentation

On November 27, 2013, Vince Holding Corp. (“VHC” or the “Company”), previously known as Apparel Holding Corp., closed an initial public offering (“IPO”) of its common stock and completed a series of restructuring transactions (the “Restructuring Transactions”) through which Kellwood Holding, LLC acquired the non-Vince businesses, which included Kellwood Company, LLC (“Kellwood Company” or Kellwood”), from the Company. The Company continues to own and operate the Vince business, which includes Vince, LLC.

Prior to the IPO and the Restructuring Transactions, VHC was a diversified apparel company operating a broad portfolio of fashion brands, which included the Vince business. As a result of the IPO and Restructuring Transactions, the non-Vince businesses were separated from the Vince business, and the stockholders immediately prior to the consummation of the Restructuring Transactions (the “Pre-IPO Stockholders”) (through their ownership of Kellwood Holding, LLC) retained the full ownership and control of the non-Vince businesses. The Vince business is now the sole operating business of VHC.

(A) Description of Business: Established in 2002, Vince is a global luxury apparel and accessories brand best known for creating elevated yet understated pieces for every day. The collections are inspired by the brand’s California origins and embody a feeling of warm and effortless style. Vince designs uncomplicated yet refined pieces that approach dressing with a sense of ease.  Known for its range of luxury products, Vince offers women’s and men’s ready-to-wear and footwear, as well as capsule collections of handbags, fragrance and home for a global lifestyle. Vince products are sold in prestige locations worldwide. The Company reaches its customers through a variety of channels, specifically through major wholesale department stores and specialty stores in the United States (“U.S.”) and select international markets, as well as through the Company’s branded retail locations, the Company’s e-commerce site, vince.com, and the Company’s subscription business, Vince Unfold. The Company designs products in the U.S. and sources the vast majority of products from contract manufacturers outside the U.S., primarily in Asia. Products are manufactured to meet the Company’s product specifications and labor standards.

(B) Basis of Presentation: The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Therefore, these financial statements should be read in conjunction with VHC’s audited financial statements for the fiscal year ended February 2, 2019, as set forth in the 2018 Annual Report on Form 10-K.

The condensed consolidated financial statements include the Company’s accounts and the accounts of the Company’s wholly-owned subsidiaries as of August 3, 2019. All intercompany accounts and transactions have been eliminated. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) and disclosures necessary for a fair statement. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or the fiscal year as a whole.

 (C) Sources and Uses of Liquidity: The Company’s sources of liquidity are cash and cash equivalents, cash flows from operations, if any, borrowings available under the 2018 Revolving Credit Facility (as defined below) and the Company’s ability to access capital markets. The Company’s primary cash needs are funding working capital requirements, meeting debt service requirements, paying amounts due under the Tax Receivable Agreement (as defined below) and capital expenditures for new stores and related leasehold improvements.

(D) Revenue Recognition: The Company recognizes revenue when performance obligations identified under the terms of contracts with its customers are satisfied, which generally occurs upon the transfer of control in accordance with the contractual terms and conditions of the sale. Sales are recognized when the control of the goods are transferred to the customer for the Company’s wholesale business, upon receipt by the customer for the Company’s e-commerce business, and at the time of sale to the consumer for the Company’s retail business. See Note 10 “Segment Information” for disaggregated revenue amounts by segment.

 

Revenue associated with gift cards is recognized upon redemption and unredeemed balances are considered contract liability and recorded within other accrued expenses, which are subject to escheatment within the jurisdictions in which it operates. As of August 3, 2019 and February 2, 2019, contract liability was $1,378 and $1,361, respectively.  For the three and six months ended August 3, 2019, the Company recognized $73 and $196 of revenue that was previously included in contract liability as of February 2, 2019.

v3.19.2
Goodwill and Intangible Assets
6 Months Ended
Aug. 03, 2019
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

Note 2. Goodwill and Intangible Assets

Net goodwill balances and changes therein by segment were as follows:

 

(in thousands)

 

Wholesale

 

 

Direct-to-consumer

 

 

Total Net Goodwill

 

Balance as of August 3, 2019

 

$

41,435

 

 

$

 

 

$

41,435

 

Balance as of February 2, 2019

 

$

41,435

 

 

$

 

 

$

41,435

 

 

The total carrying amount of goodwill for all periods presented was net of accumulated impairments of $69,253.

The following tables present a summary of identifiable intangible assets:

 

(in thousands)

 

Gross Amount

 

 

Accumulated Amortization

 

 

Accumulated Impairments

 

 

Net Book Value

 

Balance as of August 3, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

11,970

 

 

$

(6,869

)

 

$

 

 

$

5,101

 

Indefinite-lived intangible asset:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tradename

 

 

101,850

 

 

 

 

 

 

(30,750

)

 

 

71,100

 

Total intangible assets

 

$

113,820

 

 

$

(6,869

)

 

$

(30,750

)

 

$

76,201

 

 

(in thousands)

 

Gross Amount

 

 

Accumulated Amortization

 

 

Accumulated Impairments

 

 

Net Book Value

 

Balance as of February 2, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

11,970

 

 

$

(6,569

)

 

$

 

 

$

5,401

 

Indefinite-lived intangible asset:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tradename

 

 

101,850

 

 

 

 

 

 

(30,750

)

 

 

71,100

 

Total intangible assets

 

$

113,820

 

 

$

(6,569

)

 

$

(30,750

)

 

$

76,501

 

 

Amortization of identifiable intangible assets was $150 and $149 for the three months ended August 3, 2019 and August 4, 2018, respectively and $299 and $299 for the six months ended August 3, 2019 and August 4, 2018, respectively. The estimated amortization expense for identifiable intangible assets is $598 for each fiscal year for the next five fiscal years.

v3.19.2
Fair Value Measurements
6 Months Ended
Aug. 03, 2019
Fair Value Disclosures [Abstract]  
Fair Value Measurements

Note 3. Fair Value Measurements

Accounting Standards Codification (“ASC”) Subtopic 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This guidance outlines a valuation framework, creates a fair value hierarchy to increase the consistency and comparability of fair value measurements, and details the disclosures that are required for items measured at fair value. Financial assets and liabilities are to be measured using inputs from three levels of the fair value hierarchy as follows:

 

Level 1—

 

quoted market prices in active markets for identical assets or liabilities

 

 

 

Level 2—

 

observable market-based inputs (quoted prices for similar assets and liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active) or inputs that are corroborated by observable market data

 

 

 

Level 3—

 

significant unobservable inputs that reflect the Company’s assumptions and are not substantially supported by market data

The Company did not have any non-financial assets or non-financial liabilities recognized at fair value on a recurring basis at August 3, 2019 or February 2, 2019. At August 3, 2019 and February 2, 2019, the Company believes that the carrying value of cash and cash equivalents, receivables and accounts payable approximates fair value, due to the short-term maturity of these instruments. The Company’s debt obligations with a carrying value of $52,087 as of August 3, 2019 are at variable interest rates. The carrying value of the Company’s 2018 Revolving Credit Facility (as defined below) approximates fair value as the stated interest rate approximates market rates currently available to the Company, which are considered Level 2 inputs. The fair value of the Company’s 2018 Term Loan Facility (as defined below) was approximately $26,000 as of August 3, 2019 based upon an estimated market value calculation that factors principal, time to maturity, interest rate, and current cost of debt, which is considered a Level 3 input.

The Company’s non-financial assets, which primarily consist of goodwill, intangible assets, operating lease right-of-use assets, and property and equipment, are not required to be measured at fair value on a recurring basis and are reported at their carrying values. However, on a periodic basis whenever events or changes in circumstances indicate that their carrying value may not be fully recoverable (and at least annually for goodwill and indefinite-lived intangible assets), non-financial assets are assessed for impairment and, if applicable, written down to (and recorded at) fair value.

v3.19.2
Long-Term Debt and Financing Arrangements
6 Months Ended
Aug. 03, 2019
Debt Disclosure [Abstract]  
Long-Term Debt and Financing Arrangements

Note 4. Long-Term Debt and Financing Arrangements

Long-term debt consisted of the following:

 

 

 

August 3,

 

 

February 2,

 

(in thousands)

 

2019

 

 

2019

 

Term Loan Facilities

 

$

26,125

 

 

$

27,500

 

Revolving Credit Facilities

 

 

25,962

 

 

 

19,016

 

Total debt principal

 

 

52,087

 

 

 

46,516

 

Less: current portion of long-term debt

 

 

2,750

 

 

 

2,750

 

Less: deferred financing costs

 

 

1,230

 

 

 

1,426

 

Total long-term debt

 

$

48,107

 

 

$

42,340

 

 

2018 Term Loan Facility

 

On August 21, 2018, Vince, LLC entered into a $27,500 senior secured term loan facility (the “2018 Term Loan Facility”) pursuant to a credit agreement by and among Vince, LLC, as the borrower, VHC and Vince Intermediate Holdings, LLC, a direct subsidiary of VHC and the direct parent company of Vince, LLC (“Vince Intermediate”), as guarantors, Crystal Financial, LLC, as administrative agent and collateral agent, and the other lenders from time to time party thereto. The 2018 Term Loan Facility is subject to quarterly amortization of principal equal to 2.5% of the original aggregate principal amount of the 2018 Term Loan Facility, with the balance payable at final maturity. Interest is payable on loans under the 2018 Term Loan Facility at a rate equal to the 90-day LIBOR rate (subject to a 0% floor) plus applicable margins subject to a pricing grid based on a minimum Consolidated EBITDA (as defined in the credit agreement for the 2018 Term Loan Facility) calculation. During the continuance of certain specified events of default, interest will accrue on the outstanding amount of any loan at a rate of 2.0% in excess of the rate otherwise applicable to such amount. The 2018 Term Loan Facility matures on the earlier of August 21, 2023 and the maturity date of the 2018 Revolving Credit Facility (as defined below).

 

The 2018 Term Loan Facility contains a requirement that Vince, LLC maintain a Consolidated Fixed Charge Coverage Ratio (as defined in the credit agreement for the 2018 Term Loan Facility) as of the last day of any period of four fiscal quarters not to exceed 0.85:1.00 for the fiscal quarter ended November 3, 2018, 1.00:1.00 for the fiscal quarter ended February 2, 2019, 1.20:1.00 for the fiscal quarter ended May 4, 2019, 1.35:1.00 for the fiscal quarter ending August 3, 2019, 1.50:1.00 for the fiscal quarters ending November 2, 2019 and February 1, 2020 and 1.75:1.00 for the fiscal quarter ending May 2, 2020 and each fiscal quarter thereafter. In addition, the 2018 Term Loan Facility contains customary representations and warranties, other covenants, and events of default, including but not limited to, covenants with respect to limitations on the incurrence of additional indebtedness, liens, burdensome agreements, guarantees, investments, loans, asset sales, mergers, acquisitions, prepayment of other debt, the repurchase of capital stock, transactions with affiliates, and the ability to change the nature of the Company’s business or its fiscal year, and distributions and dividends. The 2018 Term Loan Facility generally permits dividends to the extent that no default or event of default is continuing or would result from a contemplated dividend, so long as (i) after giving pro forma effect to the contemplated dividend and for the following six months Excess Availability will be at least the greater of 20.0% of the Loan Cap (as defined in the credit agreement for the 2018 Term Loan Facility) and $10,000, (ii) after giving pro forma effect to the contemplated dividend, the Consolidated Fixed Charge Coverage Ratio for the 12 months preceding such dividend will be greater than or equal to 1.0 to 1.0 (provided that the Consolidated Fixed Charge Coverage Ratio may be less than 1.0 to 1.0 if, after giving pro forma effect to the contemplated dividend, Excess Availability for the six fiscal months following the dividend is at least the greater of 25.0% of the Loan Cap and $12,500), and (iii) the pro forma Fixed Charge Coverage Ratio after giving effect to such contemplated dividend is no less than the minimum Consolidated Fixed Charge Coverage Ratio for such quarter. In addition, the 2018 Term Loan Facility is subject to a Borrowing Base (as defined in the credit agreement of the 2018 Term Loan Facility) which can, under certain conditions, result in the imposition of a reserve under the 2018 Revolving Credit Facility. As of August 3, 2019, the Company was in compliance with applicable covenants.  

 

The 2018 Term Loan Facility also contains an Excess Cash Flow (as defined in the credit agreement for the 2018 Term Loan Facility) sweep requirement in which Vince, LLC remits 50% of Excess Cash Flow reduced on a dollar-for-dollar basis by any voluntary prepayments of the 2018 Term Loan Facility or the 2018 Revolving Credit Facility (to the extent accompanied by a permanent reduction in commitments) during such fiscal year or after the fiscal year but prior to the date of the excess cash flow payment, to be applied to the outstanding principal balance commencing 10 business days after the filing of the Company’s Annual Report on Form 10-K starting from fiscal year ending February 1, 2020.

Through August 3, 2019, on an inception to date basis, the Company had made repayments totaling $1,375 in the aggregate on the 2018 Term Loan Facility with all of such repayments made during the six months ended August 3, 2019. As of August 3, 2019, the Company had $26,125 of debt outstanding under the 2018 Term Loan Facility.

 

2018 Revolving Credit Facility

 

On August 21, 2018, Vince, LLC entered into an $80,000 senior secured revolving credit facility (the “2018 Revolving Credit Facility”) pursuant to a credit agreement by and among Vince, LLC, as the borrower, VHC and Vince Intermediate, as guarantors, Citizens Bank, N.A. (“Citizens”), as administrative agent and collateral agent, and the other lenders from time to time party thereto. The 2018 Revolving Credit Facility provides for a revolving line of credit of up to $80,000, subject to a Loan Cap, which is the lesser of (i) the Borrowing Base as defined in the credit agreement for the 2018 Revolving Credit Facility and (ii) the aggregate commitments, as well as a letter of credit sublimit of $25,000. It also provides for an increase in aggregate commitments of up to $20,000. The 2018 Revolving Credit Facility matures on the earlier of August 21, 2023 and the maturity date of the 2018 Term Loan Facility. On August 21, 2018, Vince, LLC incurred $39,555 of borrowings, prior to which $66,271 was available, given the Loan Cap as of such date.  

 

Interest is payable on the loans under the 2018 Revolving Credit Facility at either the LIBOR or the Base Rate, in each case, with applicable margins subject to a pricing grid based on an average daily excess availability calculation. The “Base Rate” means, for any day, a fluctuating rate per annum equal to the highest of (i) the rate of interest in effect for such day as publicly announced from time to time by Citizens as its prime rate; (ii) the Federal Funds Rate for such day, plus 0.5%; and (iii) the LIBOR Rate for a one month interest period as determined on such day, plus 1.00%. During the continuance of certain specified events of default, at the election of Citizens, interest will accrue at a rate of 2.0% in excess of the applicable non-default rate.

 

The 2018 Revolving Credit Facility contains a requirement that, at any point when Excess Availability (as defined in the credit agreement for the 2018 Revolving Credit Facility) is less than 10.0% of the loan cap and continuing until Excess Availability exceeds the greater of such amounts for 30 consecutive days, Vince must maintain during that time a Consolidated Fixed Charge Coverage Ratio (as defined in the credit agreement for the 2018 Revolving Credit Facility) equal to or greater than 1.0 to 1.0 measured as of the last day of each fiscal month during such period.

 

The 2018 Revolving Credit Facility contains representations and warranties, other covenants and events of default that are customary for this type of financing, including covenants with respect to limitations on the incurrence of additional indebtedness, liens, burdensome agreements, guarantees, investments, loans, asset sales, mergers, acquisitions, prepayment of other debt, the repurchase of capital stock, transactions with affiliates, and the ability to change the nature of the Company’s business or its fiscal year. The 2018 Revolving Credit Facility generally permits dividends in the absence of any event of default (including any event of default arising from a contemplated dividend), so long as (i) after giving pro forma effect to the contemplated dividend and for the following six months Excess Availability will be at least the greater of 20.0% of the Loan Cap and $10 million and (ii) after giving pro forma effect to the contemplated dividend, the Consolidated Fixed Charge Coverage Ratio for the 12 months preceding such dividend will be greater than or equal to 1.0 to 1.0 (provided that the Consolidated Fixed Charge Coverage Ratio may be less than 1.0 to 1.0 if, after giving pro forma effect to the contemplated dividend, Excess Availability for the six fiscal months following the dividend is at least the greater of 25.0% of the Loan Cap and $12,500). As of August 3, 2019, the Company was in compliance with applicable covenants.  

As of August 3, 2019, $33,892 was available under the 2018 Revolving Credit Facility, net of the loan cap, and there were $25,962 of borrowings outstanding and $5,893 of letters of credit outstanding under the 2018 Revolving Credit Facility. The weighted average interest rate for borrowings outstanding under the 2018 Revolving Credit Facility as of August 3, 2019 was 3.8%.

As of February 2, 2019, $36,850 was available under the 2018 Revolving Credit Facility, net of the loan cap, and there were $19,016 of borrowings outstanding and $6,013 of letters of credit outstanding under the 2018 Revolving Credit Facility. The weighted average interest rate for borrowings outstanding under the 2018 Revolving Credit Facility as of February 2, 2019 was 4.4%.

 

2013 Term Loan Facility

On November 27, 2013, Vince, LLC and Vince Intermediate entered into a $175,000 senior secured term loan facility (as amended from time to time, the “2013 Term Loan Facility”) with the lenders party thereto, Bank of America, N.A. (“BofA”), as administrative agent, JP Morgan Chase Bank and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers, and Cantor Fitzgerald as documentation agent. The 2013 Term Loan Facility would have matured on November 27, 2019. Vince, LLC and Vince Intermediate were borrowers and VHC was a guarantor under the 2013 Term Loan Facility.

On August 21, 2018, the Company refinanced the 2013 Term Loan Facility by entering into the 2018 Term Loan Facility and the 2018 Revolving Credit Facility. All outstanding amounts under the 2013 Term Loan Facility of $29,146, including interest, were repaid in full and the 2013 Term Loan Facility was terminated.

2013 Revolving Credit Facility

On November 27, 2013, Vince, LLC entered into a $50,000 senior secured revolving credit facility (as amended from time to time, the “2013 Revolving Credit Facility”) with BofA as administrative agent. Vince, LLC was the borrower and VHC and Vince Intermediate were the guarantors under the 2013 Revolving Credit Facility. On June 3, 2015, Vince, LLC entered into a first amendment to the 2013 Revolving Credit Facility, that among other things, increased the aggregate commitments under the facility from $50,000 to $80,000, subject to a loan cap which was the lesser of (i) the Borrowing Base, as defined in the loan agreement, (ii) the aggregate commitments, or (iii) $70,000 until debt obligations under the Company’s 2013 Term Loan Facility have been paid in full, and extended the maturity date from November 27, 2018 to June 3, 2020.

On August 21, 2018, the Company refinanced the 2013 Revolving Credit Facility by entering into the 2018 Term Loan Facility and the 2018 Revolving Credit Facility. All outstanding amounts under the 2013 Term Loan Facility of $40,689, including interest, were repaid in full and the 2013 Revolving Credit Facility was terminated.

 

v3.19.2
Inventory
6 Months Ended
Aug. 03, 2019
Inventory Disclosure [Abstract]  
Inventory

Note 5. Inventory

Inventories consisted of finished goods. As of August 3, 2019 and February 2, 2019, finished goods, net of reserves were $59,749 and $53,271, respectively.

v3.19.2
Share-Based Compensation
6 Months Ended
Aug. 03, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Share-Based Compensation

Note 6. Share-Based Compensation

Employee Stock Plans

Vince 2013 Incentive Plan

In connection with the IPO, the Company adopted the Vince 2013 Incentive Plan, which provides for grants of stock options, stock appreciation rights, restricted stock and other stock-based awards. In May 2018, the Company filed a Registration Statement on Form S-8 to register an additional 660,000 shares of common stock available for issuance under the Vince 2013 Incentive Plan. The aggregate number of shares of common stock which may be issued or used for reference purposes under the Vince 2013 Incentive Plan or with respect to which awards may be granted may not exceed 1,000,000 shares. The shares available for issuance under the Vince 2013 Incentive Plan may be, in whole or in part, either authorized and unissued shares of the Company’s common stock or shares of common stock held in or acquired for the Company’s treasury. In general, if awards under the Vince 2013 Incentive Plan are cancelled for any reason, or expire or terminate unexercised, the shares covered by such award may again be available for the grant of awards under the Vince 2013 Incentive Plan. As of August 3, 2019, there were 306,525 shares under the Vince 2013 Incentive Plan available for future grants. Options granted pursuant to the Vince 2013 Incentive Plan typically vest in equal installments over four years, subject to the employees’ continued employment and expire on the earlier of the tenth anniversary of the grant date or upon termination as outlined in the Vince 2013 Incentive Plan. Restricted stock units (“RSUs”) granted vest in equal installments over a three-year period or vest in equal installments over four years, subject to the employees’ continued employment, except for RSUs issued under the exchange offer described below.

On April 26, 2018, the Company commenced a tender offer to exchange certain options to purchase shares of its common stock, whether vested or unvested, from eligible employees and executive officers for replacement restricted stock units (“Replacement RSUs”) granted under the Vince 2013 Incentive Plan (the “Option Exchange”). Employees and executive officers of the Company on the date of offer commencement and those who remained an employee or executive officer of the Company through the expiration date of the offer and held at least one option as of the commencement of the offer that was granted under the Vince 2013 Incentive Plan were eligible to participate.  The exchange ratio of this offer was a 1-to-1.7857 basis (one stock option exchanged for every 1.7857 Replacement RSUs). This tender offer expired on 11:59 p.m. Eastern Time on May 24, 2018 (the “Offer Expiration Date”). The Replacement RSUs were granted on the business day immediately following the Offer Expiration Date.  As a result of the Option Exchange, 149,819 stock options were cancelled and 267,538 Replacement RSUs were granted with a grant date fair value of $9.15 per unit. All Replacement RSUs vest pursuant to the following schedule: 10% on April 19, 2019; 20% on April 17, 2020; 25% on April 16, 2021; and 45% on April 15, 2022, subject to the holder’s remaining continuously employed with the Company through each such applicable vesting date. Replacement RSUs have the new vesting schedule regardless of whether the surrendered eligible options were partially vested at the time it was exchanged. The purpose of this exchange was to foster retention, motivate our key contributors, and better align the interests of our employees and stockholders to maximize stockholder value.

Employee Stock Purchase Plan

The Company maintains an employee stock purchase plan (“ESPP”) for its employees. Under the ESPP, all eligible employees may contribute up to 10% of their base compensation, up to a maximum contribution of $10 per year. The purchase price of the stock is 90% of the fair market value, with purchases executed on a quarterly basis. The plan is defined as compensatory, and accordingly, a charge for compensation expense is recorded to selling, general and administrative expense for the difference between the fair market value and the discounted purchase price of the Company’s Stock. During the six months ended August 3, 2019, no shares of common stock were issued under the ESPP. During the six months ended August 4, 2018, no shares of common stock were issued under the ESPP. As of August 3, 2019, there were 93,325 shares available for future issuance under the ESPP.

Stock Options

A summary of stock option activity for both employees and non-employees for the six months ended August 3, 2019 is as follows:

 

 

 

Stock Options

 

 

Weighted Average Exercise Price

 

 

Weighted Average Remaining Contractual Term (years)

 

 

Aggregate Intrinsic Value

(in thousands)

 

Outstanding at February 2, 2019

 

 

204

 

 

$

31.71

 

 

 

6.7

 

 

$

 

Granted

 

 

 

 

$

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

$

 

 

 

 

 

 

 

 

 

Forfeited or expired

 

 

 

 

$

 

 

 

 

 

 

 

 

 

Outstanding at August 3, 2019

 

 

204

 

 

$

31.71

 

 

 

6.2

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested and exercisable at August 3, 2019

 

 

154

 

 

$

38.87

 

 

 

6.2

 

 

$

 

 

Of the above outstanding shares, 50 are expected to vest.

Restricted Stock Units

A summary of restricted stock unit activity for the six months ended August 3, 2019 is as follows:

 

 

 

Restricted Stock Units

 

 

Weighted Average Grant Date Fair Value

 

Non-vested restricted stock units at February 2, 2019

 

 

504,230

 

 

$

9.19

 

Granted

 

 

211,492

 

 

$

12.40

 

Vested

 

 

(79,918

)

 

$

10.19

 

Forfeited

 

 

(8,226

)

 

$

10.18

 

Non-vested restricted stock units at August 3, 2019

 

 

627,578

 

 

$

10.13

 

 

Share-Based Compensation Expense

The Company recognized share-based compensation expense of $527 and $395, including expense of $42 and $35, respectively, related to non-employees, during the three months ended August 3, 2019 and August 4, 2018, respectively. The Company recognized share-based compensation expense of $954 and $593, including expense of $82 and $71 respectively, related to non-employees, during the six months ended August 3, 2019 and August 4, 2018, respectively.

v3.19.2
Earnings Per Share
6 Months Ended
Aug. 03, 2019
Earnings Per Share [Abstract]  
Earnings Per Share

Note 7. Earnings Per Share

Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Except when the effect would be anti-dilutive, diluted earnings (loss) per share is calculated based on the weighted average number of shares of common stock outstanding plus the dilutive effect of share-based awards calculated under the treasury stock method. In periods when we have a net loss, share-based awards are excluded from our calculation of earnings per share as their inclusion would have an anti-dilutive effect.

The following is a reconciliation of weighted average basic shares to weighted average diluted shares outstanding:  

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

August 3,

 

 

August 4,

 

 

August 3,

 

 

August 4,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Weighted-average shares—basic

 

 

11,672,914

 

 

 

11,619,664

 

 

 

11,651,375

 

 

 

11,618,082

 

Effect of dilutive equity securities

 

 

187,149

 

 

 

 

 

 

 

 

 

 

Weighted-average shares—diluted

 

 

11,860,063

 

 

 

11,619,664

 

 

 

11,651,375

 

 

 

11,618,082

 

 

Because the Company incurred a net loss for the three months ended August 4, 2018 and six months ended August 3, 2019 and August 4, 2018, weighted-average basic shares and weighted-average diluted shares outstanding are equal for these periods.

For the three months ended August 3, 2019, 19,053 weighted average shares of share-based compensation were excluded from the computation of weighted average shares for diluted earnings per share, as their effect would have been anti-dilutive.

v3.19.2
Commitments and Contingencies
6 Months Ended
Aug. 03, 2019
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 8. Commitments and Contingencies

Litigation

On September 7, 2018, a complaint was filed in the United States District Court for the Eastern District of New York by certain stockholders (collectively, the “Plaintiff”), naming the Company as well as Brendan Hoffman, the Company’s Chief Executive Officer, David Stefko, the Company’s Executive Vice President, Chief Financial Officer, one of the Company’s directors, certain of the Company’s former officers and directors, and Sun Capital Partners, Inc. and certain of its affiliates, as defendants. The complaint generally alleges that the Company and the named parties made false and/or misleading statements and/or failed to disclose matters relating to the transition of the Company’s ERP systems from Kellwood. The complaint brings causes of action for violations of Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 promulgated under the Exchange Act against the Company and the named parties and for violations of Section 20(a) of the Exchange Act against the individual parties, Sun Capital Partners, Inc. and its affiliates.  The complaint seeks unspecified monetary damages and unspecified costs and fees. On January 28, 2019, in response to our motion to dismiss the original complaint, the Plaintiff filed an amended complaint, naming the same defendants as parties and asserting the same causes of action as those stated in the original complaint.

The Company currently believes that the likelihood of an unfavorable judgment arising from this matter is remote based on the information currently available and that the ultimate resolution of this matter will not have a material adverse effect on the Company’s business in a future period. However, given the inherent unpredictability of litigation and the fact that this litigation is still in its very early stages, the Company is unable to predict with certainty the outcome of this litigation or reasonably estimate a possible loss or range of loss, if any, associated with this litigation at this time. In addition, the Company will be required to expend resources to defend this matter.

Additionally, the Company is a party to other legal proceedings, compliance matters, environmental, as well as wage and hour and other labor claims that arise in the ordinary course of business. Although the outcome of such items cannot be determined with certainty, management believes that the ultimate outcome of these items, individually and in the aggregate, will not have a material adverse impact on the Company’s financial position, results of operations or cash flows.

 

v3.19.2
Leases
6 Months Ended
Aug. 03, 2019
Leases [Abstract]  
Leases

Note 9. Leases

During the first quarter of fiscal 2019, the Company adopted ASU No. 2016-02: “Leases (topic 842)” which requires lessees to recognize right-of-use (“ROU”) lease assets and lease liabilities on the balance sheet for those leases that were previously classified as operating leases. The Company adopted the standard on February 3, 2019, the first day of fiscal 2019 instead of the earliest period presented in the financial statements per ASU No. 2018-11: “Leases (Topic 842): Targeted improvements.” The Company recognized a $589 cumulative effect adjustment in retained earnings at the beginning of the period of adoption which resulted from the impairment of select operating lease ROU assets of $416 related to stores whose fixed assets had been previously impaired and for which the initial carrying value of the ROU assets were determined to be above fair market value and $173 of cumulative correction of an immaterial error in prior period rent expense.

The Company elected the package of three practical expedients. As such, the Company did not reassess whether expired or existing contracts are or contain a lease and did not need to reassess the lease classifications or reassess the initial direct costs associated with expired or existing leases. The Company did not elect the hindsight practical expedient in determining the lease term and assessing the impairment of the entity’s right-of-use assets. The land easement practical expedient is not applicable to the Company.

The Company determines if an arrangement is a lease at inception. The Company has operating leases for real estate (primarily retail stores, storage, and office spaces) which generally have initial terms of 10 years and cannot be extended or can be extended for one additional 5-year term, with the exception of a few recent leases which are on shorter terms. In general, the Company will not include renewal options in the underlying lease term unless the Company is reasonably certain to exercise the renewal option. Substantially all of our leases require a fixed annual rent, and most require the payment of additional rent if store sales exceed a negotiated amount. These percentage rent expenses are considered as variable lease costs and recognized in the condensed consolidated financial statements when incurred. In addition, the Company’s real estate leases may also require additional payments for real estate taxes and other occupancy-related costs which it considers as non-lease components. The Company did not elect the practical expedient to group lease and non-lease components as a single lease component for the operating leases. Operating lease ROU assets and operating lease liabilities are recognized based upon the present value of the future lease payments over the lease term. As the Company’s leases do not provide an implicit borrowing rate, the Company uses an estimated incremental borrowing rate based upon combination of market-based factors, such as market quoted forward yield curves and company specific factors, such as the Company’s credit rating, lease size and duration to calculate the present value. The Company does not have any finance leases.  The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The weighted-average remaining lease term and weighted-average discount rate for our operating leases are 6.0 years and 7.0% as of August 3, 2019.  

Total lease cost is included in cost of sales and SG&A in the accompanying condensed consolidated statement of operations and comprehensive income and is recorded net of immaterial sublease income. Some leases have a non-cancelable lease term of less than one year and therefore, the Company has elected to exclude these short-term leases from our ROU asset and lease liabilities. Short term lease costs were immaterial for three and six months ended August 3, 2019. The Company’s lease cost is comprised of the following:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

August 3,

 

 

August 3,

 

(in thousands)

 

2019

 

 

2019

 

Operating lease cost

 

$

5,204

 

 

$

10,389

 

Variable operating lease cost

 

80

 

 

 

127

 

Total lease cost

 

$

5,284

 

 

$

10,516

 

 

Supplemental cash flow and non-cash information related to leases is as follows:

 

 

 

Six Months Ended

 

 

 

August 3,

 

(in thousands)

 

2019

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

Operating cash flows from operating leases

 

$

10,849

 

Right-of-use assets obtained in exchange for new operating lease liabilities

 

 

13,913

 

 

Subsequent to the date of adoption, during the six months ended August 3, 2019, the Company had lease modifications which changed the lease payment from fixed to variable or reduced the monthly lease payment which reduced the ROU assets and lease liabilities by $3,409 and $3,425, respectively.

The future maturity of lease liabilities are as follows:

 

 

 

 

 

August 3,

 

(in thousands)

 

 

 

2019

 

Fiscal 2019

 

 

 

$

11,240

 

Fiscal 2020

 

 

 

 

22,235

 

Fiscal 2021

 

 

 

 

21,021

 

Fiscal 2022

 

 

 

 

19,132

 

Fiscal 2023

 

 

 

 

17,428

 

Thereafter

 

 

 

 

32,455

 

Total lease payments

 

 

 

 

123,511

 

Less: Imputed interest

 

 

 

 

(23,499

)

Total operating lease liabilities

 

 

 

$

100,012

 

The operating lease payments do not include any renewal options as such leases are not reasonably certain of being renewed as of August 3, 2019. Further, there were no legally binding minimum lease payments of lease signed but not yet commenced.

As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease accounting standard, future minimum lease payments due under non-cancelable operating leases would have been as follows:

 

 

 

 

February 2,

 

(in thousands)

 

 

 

2019

 

Fiscal 2019

 

 

 

$

21,512

 

Fiscal 2020

 

 

 

 

19,997

 

Fiscal 2021

 

 

 

 

18,935

 

Fiscal 2022

 

 

 

 

17,056

 

Fiscal 2023

 

 

 

 

15,251

 

Thereafter

 

 

 

 

24,140

 

Total minimum lease payments

 

 

 

$

116,891

 

 

v3.19.2
Segment Financial Information
6 Months Ended
Aug. 03, 2019
Segment Reporting [Abstract]  
Segment Financial Information

Note 10. Segment Financial Information

The Company operates and manages its business by distribution channel and has identified two reportable segments, as further described below. Management considered both similar and dissimilar economic characteristics, internal reporting and management structures, as well as products, customers, and supply chain logistics to identify the following reportable segments:

 

Wholesale segment—consists of the Company’s operations to distribute products to major department stores and specialty stores in the United States and select international markets; and

 

Direct-to-consumer segment—consists of the Company’s operations to distribute products directly to the consumer through its branded full-price specialty retail stores, outlet stores, and e-commerce platform.

The accounting policies of the Company’s reportable segments are consistent with those described in Note 1 to the audited consolidated financial statements of VHC for the fiscal year ended February 2, 2019 included in the 2018 Annual Report on Form 10-K. Unallocated corporate expenses are comprised of selling, general, and administrative expenses attributable to corporate and administrative activities (such as marketing, design, finance, information technology, legal and human resource departments), and other charges that are not directly attributable to the Company’s reportable segments. Unallocated corporate assets are comprised of the carrying values of the Company’s goodwill and tradename, deferred tax assets, and other assets that will be utilized to generate revenue for both of the Company’s reportable segments.

Summary information for the Company’s reportable segments is presented below.

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

August 3,

 

 

August 4,

 

 

August 3,

 

 

August 4,

 

(in thousands)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Net Sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wholesale

 

$

43,393

 

 

$

37,844

 

 

$

70,748

 

 

$

66,339

 

Direct-to-consumer

 

 

27,958

 

 

 

25,284

 

 

 

55,725

 

 

 

51,303

 

Total net sales

 

$

71,351

 

 

$

63,128

 

 

$

126,473

 

 

$

117,642

 

Income (loss) before income taxes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wholesale

 

$

15,327

 

 

$

9,388

 

 

$

23,108

 

 

$

16,309

 

Direct-to-consumer

 

 

54

 

 

 

414

 

 

 

1,092

 

 

 

1,652

 

Subtotal

 

 

15,381

 

 

 

9,802

 

 

 

24,200

 

 

 

17,961

 

Unallocated corporate expenses

 

 

(13,417

)

 

 

(12,226

)

 

 

(27,985

)

 

 

(24,749

)

Interest expense, net

 

 

947

 

 

 

1,297

 

 

 

2,024

 

 

 

2,586

 

Other expense (income), net

 

 

 

 

 

73

 

 

 

108

 

 

 

9

 

Total loss before income taxes

 

$

1,017

 

 

$

(3,794

)

 

$

(5,917

)

 

$

(9,383

)

 

 

 

 

August 3,

 

 

February 2,

 

(in thousands)

 

2019

 

 

2019

 

Total Assets:

 

 

 

 

 

 

 

 

Wholesale

 

$

75,320

 

 

$

67,622

 

Direct-to-consumer

 

 

116,258

 

 

$

40,825

 

Unallocated corporate

 

 

133,597

 

 

$

126,484

 

Total assets

 

$

325,175

 

 

$

234,931

 

 

v3.19.2
Related Party Transactions
6 Months Ended
Aug. 03, 2019
Related Party Transactions [Abstract]  
Related Party Transactions

Note 11. Related Party Transactions

 

Tax Receivable Agreement

VHC entered into a Tax Receivable Agreement with the Pre-IPO Stockholders on November 27, 2013. The Company and its former subsidiaries generated certain tax benefits (including NOLs and tax credits) prior to the Restructuring Transactions consummated in connection with the Company’s IPO and will generate certain section 197 intangible deductions (the “Pre-IPO Tax Benefits”), which would reduce the actual liability for taxes that the Company might otherwise be required to pay. The Tax Receivable Agreement provides for payments to the Pre-IPO Stockholders in an amount equal to 85% of the aggregate reduction in taxes payable realized by the Company and its subsidiaries from the utilization of the Pre-IPO Tax Benefits (the “Net Tax Benefit”).

For purposes of the Tax Receivable Agreement, the Net Tax Benefit equals (i) with respect to a taxable year, the excess, if any, of (A) the Company’s liability for taxes using the same methods, elections, conventions and similar practices used on the relevant company return assuming there were no Pre-IPO Tax Benefits over (B) the Company’s actual liability for taxes for such taxable year (the “Realized Tax Benefit”), plus (ii) for each prior taxable year, the excess, if any, of the Realized Tax Benefit reflected on an amended schedule applicable to such prior taxable year over the Realized Tax Benefit reflected on the original tax benefit schedule for such prior taxable year, minus (iii) for each prior taxable year, the excess, if any, of the Realized Tax Benefit reflected on the original tax benefit schedule for such prior taxable year over the Realized Tax Benefit reflected on the amended schedule for such prior taxable year; provided, however, that to the extent any of the adjustments described in clauses (ii) and (iii) were reflected in the calculation of the tax benefit payment for any subsequent taxable year, such adjustments shall not be taken into account in determining the Net Tax Benefit for any subsequent taxable year. To the extent that the Company is unable to make the payment under the Tax Receivable Agreement when due under the terms of the Tax Receivable Agreement for any reason, such payment would be deferred and would accrue interest at a default rate of LIBOR plus 500 basis points until paid, instead of the agreed rate of LIBOR plus 200 basis points per annum in accordance with the terms of the Tax Receivable Agreement.

As of August 3, 2019, the Company’s total obligation under the Tax Receivable Agreement is estimated to be $58,273, which is included as a component of Other liabilities on the condensed consolidated balance sheet. The tax benefit payment of $351, including accrued interest, with respect to the 2016 taxable year was paid in the first quarter of fiscal 2018. No additional payments are expected to be made under the Tax Receivable Agreement during fiscal year 2019. The Tax Receivable Agreement expires on December 31, 2023. The obligation was originally recorded in connection with the IPO as an adjustment to additional paid-in capital on the Company’ consolidated balance sheet.

Sun Capital Consulting Agreement

On November 27, 2013, the Company entered into an agreement with Sun Capital Management to (i) reimburse Sun Capital Management Corp. (“Sun Capital Management”) or any of its affiliates providing consulting services under the agreement for out-of-pocket expenses incurred in providing consulting services to the Company and (ii) provide Sun Capital Management with customary indemnification for any such services.

During the three months ended August 3, 2019 and August 4, 2018, the Company incurred expenses of $42 and $10, respectively, under the Sun Capital Consulting Agreement. During the six months ended August 3, 2019 and August 4, 2018, the Company incurred expenses of $42 and $22, respectively, under the Sun Capital Consulting Agreement. 

v3.19.2
Description of Business and Basis of Presentation (Policies)
6 Months Ended
Aug. 03, 2019
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Description of Business

(A) Description of Business: Established in 2002, Vince is a global luxury apparel and accessories brand best known for creating elevated yet understated pieces for every day. The collections are inspired by the brand’s California origins and embody a feeling of warm and effortless style. Vince designs uncomplicated yet refined pieces that approach dressing with a sense of ease.  Known for its range of luxury products, Vince offers women’s and men’s ready-to-wear and footwear, as well as capsule collections of handbags, fragrance and home for a global lifestyle. Vince products are sold in prestige locations worldwide. The Company reaches its customers through a variety of channels, specifically through major wholesale department stores and specialty stores in the United States (“U.S.”) and select international markets, as well as through the Company’s branded retail locations, the Company’s e-commerce site, vince.com, and the Company’s subscription business, Vince Unfold. The Company designs products in the U.S. and sources the vast majority of products from contract manufacturers outside the U.S., primarily in Asia. Products are manufactured to meet the Company’s product specifications and labor standards.

Basis of Presentation

(B) Basis of Presentation: The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Therefore, these financial statements should be read in conjunction with VHC’s audited financial statements for the fiscal year ended February 2, 2019, as set forth in the 2018 Annual Report on Form 10-K.

The condensed consolidated financial statements include the Company’s accounts and the accounts of the Company’s wholly-owned subsidiaries as of August 3, 2019. All intercompany accounts and transactions have been eliminated. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) and disclosures necessary for a fair statement. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or the fiscal year as a whole.

Sources and Uses of Liquidity

(C) Sources and Uses of Liquidity: The Company’s sources of liquidity are cash and cash equivalents, cash flows from operations, if any, borrowings available under the 2018 Revolving Credit Facility (as defined below) and the Company’s ability to access capital markets. The Company’s primary cash needs are funding working capital requirements, meeting debt service requirements, paying amounts due under the Tax Receivable Agreement (as defined below) and capital expenditures for new stores and related leasehold improvements.

Revenue Recognition

(D) Revenue Recognition: The Company recognizes revenue when performance obligations identified under the terms of contracts with its customers are satisfied, which generally occurs upon the transfer of control in accordance with the contractual terms and conditions of the sale. Sales are recognized when the control of the goods are transferred to the customer for the Company’s wholesale business, upon receipt by the customer for the Company’s e-commerce business, and at the time of sale to the consumer for the Company’s retail business. See Note 10 “Segment Information” for disaggregated revenue amounts by segment.

 

Revenue associated with gift cards is recognized upon redemption and unredeemed balances are considered contract liability and recorded within other accrued expenses, which are subject to escheatment within the jurisdictions in which it operates. As of August 3, 2019 and February 2, 2019, contract liability was $1,378 and $1,361, respectively.  For the three and six months ended August 3, 2019, the Company recognized $73 and $196 of revenue that was previously included in contract liability as of February 2, 2019.

v3.19.2
Goodwill and Intangible Assets (Tables)
6 Months Ended
Aug. 03, 2019
Goodwill And Intangible Assets Disclosure [Abstract]  
Summary of Net Goodwill Balances

Net goodwill balances and changes therein by segment were as follows:

 

(in thousands)

 

Wholesale

 

 

Direct-to-consumer

 

 

Total Net Goodwill

 

Balance as of August 3, 2019

 

$

41,435

 

 

$

 

 

$

41,435

 

Balance as of February 2, 2019

 

$

41,435

 

 

$

 

 

$

41,435

 

Summary of Identifiable Intangible Assets

The following tables present a summary of identifiable intangible assets:

 

(in thousands)

 

Gross Amount

 

 

Accumulated Amortization

 

 

Accumulated Impairments

 

 

Net Book Value

 

Balance as of August 3, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

11,970

 

 

$

(6,869

)

 

$

 

 

$

5,101

 

Indefinite-lived intangible asset:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tradename

 

 

101,850

 

 

 

 

 

 

(30,750

)

 

 

71,100

 

Total intangible assets

 

$

113,820

 

 

$

(6,869

)

 

$

(30,750

)

 

$

76,201

 

 

(in thousands)

 

Gross Amount

 

 

Accumulated Amortization

 

 

Accumulated Impairments

 

 

Net Book Value

 

Balance as of February 2, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

11,970

 

 

$

(6,569

)

 

$

 

 

$

5,401

 

Indefinite-lived intangible asset:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tradename

 

 

101,850

 

 

 

 

 

 

(30,750

)

 

 

71,100

 

Total intangible assets

 

$

113,820

 

 

$

(6,569

)

 

$

(30,750

)

 

$

76,501

 

v3.19.2
Long-Term Debt and Financing Arrangements (Tables)
6 Months Ended
Aug. 03, 2019
Debt Disclosure [Abstract]  
Summary of Long-Term Debt

Long-term debt consisted of the following:

 

 

 

August 3,

 

 

February 2,

 

(in thousands)

 

2019

 

 

2019

 

Term Loan Facilities

 

$

26,125

 

 

$

27,500

 

Revolving Credit Facilities

 

 

25,962

 

 

 

19,016

 

Total debt principal

 

 

52,087

 

 

 

46,516

 

Less: current portion of long-term debt

 

 

2,750

 

 

 

2,750

 

Less: deferred financing costs

 

 

1,230

 

 

 

1,426

 

Total long-term debt

 

$

48,107

 

 

$

42,340