VINCE HOLDING CORP., 10-Q filed on 6/8/2017
Quarterly Report
Document and Entity Information
3 Months Ended
Apr. 29, 2017
May 31, 2017
Document And Entity Information [Abstract]
 
 
Document Type
10-Q 
 
Amendment Flag
false 
 
Document Period End Date
Apr. 29, 2017 
 
Document Fiscal Year Focus
2017 
 
Document Fiscal Period Focus
Q1 
 
Trading Symbol
VNCE 
 
Entity Registrant Name
VINCE HOLDING CORP. 
 
Entity Central Index Key
0001579157 
 
Current Fiscal Year End Date
--02-03 
 
Entity Filer Category
Accelerated Filer 
 
Entity Common Stock, Shares Outstanding
 
49,433,218 
Condensed Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
Apr. 29, 2017
Jan. 28, 2017
Current assets:
 
 
Cash and cash equivalents
$ 15,391 
$ 20,978 
Trade receivables, net
20,292 
10,336 
Inventories, net
32,213 
38,529 
Prepaid expenses and other current assets
2,868 
4,768 
Total current assets
70,764 
74,611 
Property and equipment, net
42,017 
42,945 
Intangible assets, net
77,548 
77,698 
Goodwill
41,435 
41,435 
Other assets
2,518 
2,791 
Total assets
234,282 
239,480 
Current liabilities:
 
 
Accounts payable
25,016 
37,022 
Accrued salaries and employee benefits
2,671 
3,427 
Other accrued expenses
10,739 
9,992 
Total current liabilities
38,426 
50,441 
Long-term debt
64,395 
48,298 
Deferred rent
16,670 
16,892 
Other liabilities
137,830 
137,830 
Commitments and contingencies (Note 8)
   
   
Stockholders' (deficit) equity:
 
 
Common stock at $0.01 par value (100,000,000 shares authorized, 49,433,218 and 49,427,606 shares issued and outstanding at April 29, 2017 and January 28, 2017, respectively)
494 
494 
Additional paid-in capital
1,083,043 
1,082,727 
Accumulated deficit
(1,106,511)
(1,097,137)
Accumulated other comprehensive loss
(65)
(65)
Total stockholders' deficit
(23,039)
(13,981)
Total liabilities and stockholders' (deficit) equity
$ 234,282 
$ 239,480 
Condensed Consolidated Balance Sheets (Parenthetical) (USD $)
Apr. 29, 2017
Jan. 28, 2017
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
49,433,218 
49,427,606 
Common stock, shares outstanding
49,433,218 
49,427,606 
Condensed Consolidated Statements of Operations (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended
Apr. 29, 2017
Apr. 30, 2016
Income Statement [Abstract]
 
 
Net sales
$ 58,045 
$ 67,645 
Cost of products sold
32,454 
39,387 
Gross profit
25,591 
28,258 
Selling, general and administrative expenses
33,784 
31,806 
Loss from operations
(8,193)
(3,548)
Interest expense, net
1,044 
881 
Other expense, net
160 
Loss before income taxes
(9,238)
(4,589)
Provision (benefit) for income taxes
52 
(2,665)
Net loss
$ (9,290)
$ (1,924)
Loss per share:
 
 
Basic loss per share
$ (0.19)
$ (0.05)
Diluted loss per share
$ (0.19)
$ (0.05)
Weighted average shares outstanding:
 
 
Basic
49,428,259 
38,002,774 
Diluted
49,428,259 
38,002,774 
Condensed Consolidated Statements of Comprehensive Loss (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Apr. 29, 2017
Apr. 30, 2016
Statement Of Income And Comprehensive Income [Abstract]
 
 
Net loss
$ (9,290)
$ (1,924)
Comprehensive loss
$ (9,290)
$ (1,924)
Condensed Consolidated Statements of Cash Flows (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Apr. 29, 2017
Apr. 30, 2016
Operating activities
 
 
Net loss
$ (9,290)
$ (1,924)
Add (deduct) items not affecting operating cash flows:
 
 
Depreciation and amortization
2,415 
1,902 
Provision for inventories
 
388 
Deferred rent
(225)
428 
Deferred income taxes
 
(2,714)
Share-based compensation expense
219 
514 
Other
162 
129 
Changes in assets and liabilities:
 
 
Receivables, net
(9,956)
(7,752)
Inventories
6,316 
12,821 
Prepaid expenses and other current assets
1,942 
(1,414)
Accounts payable and accrued expenses
(11,352)
(34,391)
Other assets and liabilities
18 
17 
Net cash used in operating activities
(19,751)
(31,996)
Investing activities
 
 
Payments for capital expenditures
(1,785)
(3,709)
Net cash used in investing activities
(1,785)
(3,709)
Financing activities
 
 
Proceeds from borrowings under the Revolving Credit Facility
121,083 
46,073 
Repayment of borrowings under the Revolving Credit Facility
(105,147)
(61,073)
Proceeds from common stock issuance, net of transaction costs
 
63,883 
Proceeds from stock option exercises and issuance of common stock under employee stock purchase plan
13 
2,155 
Net cash provided by financing activities
15,949 
51,038 
(Decrease) increase in cash and cash equivalents
(5,587)
15,333 
Cash and cash equivalents, beginning of period
20,978 
6,230 
Cash and cash equivalents, end of period
15,391 
21,563 
Supplemental Disclosures of Cash Flow Information
 
 
Cash payments on TRA obligation
 
22,258 
Cash payments for interest
295 
924 
Cash payments for income taxes, net of refunds
 
207 
Supplemental Disclosures of Non-Cash Investing and Financing Activities
 
 
Capital expenditures in accounts payable and accrued liabilities
$ 391 
$ 491 
Description of Business and Basis of Presentation
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 include Kellwood Company, LLC (“Kellwood Company” or “Kellwood”), from the Company. The Company owns and operates 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.

On November 18, 2016, Kellwood Intermediate Holding, LLC and Kellwood Company, LLC entered into a Unit Purchase Agreement with Sino Acquisition, LLC (the “Kellwood Purchaser”) whereby the Kellwood Purchaser agreed to purchase all of the outstanding equity interests of Kellwood Company, LLC. Prior to the closing, Kellwood Intermediate Holding, LLC and Kellwood Company, LLC conducted a pre-closing reorganization pursuant to which certain assets of Kellwood Company, LLC were distributed to a newly formed subsidiary of Kellwood Intermediate Holding, LLC, St. Louis Transition, LLC (“St. Louis, LLC”). The transaction closed on December 21, 2016 (the “Kellwood Sale”). St. Louis, LLC is anticipated to be wound down by or around December 2017.

(A) Description of Business: Established in 2002, Vince is a global luxury brand best known for utilizing luxe fabrications and innovative techniques to create a product assortment that combines urban utility and modern effortless style. From its edited core collection of ultra-soft cashmere knits and cotton tees, Vince has evolved into a global lifestyle brand and destination for both women’s and men’s apparel and accessories. 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 and the Company’s website. 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 (the “SEC”). 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 January 28, 2017, as set forth in the 2016 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 April 29, 2017. All intercompany accounts and transactions have been eliminated. In the opinion of management, the financial statements contain all adjustments (consisting solely of normal recurring adjustments) and disclosures necessary to make the information presented therein not misleading. 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 Revolving Credit Facility 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 and capital expenditures for new stores and related leasehold improvements.

During fiscal 2015 and fiscal 2016, the Company made significant strategic decisions and investments to reset and support the future growth of the Vince brand. Management believes these significant investments are essential to the commitment to developing a strong foundation from which the Company can drive consistent profitable growth for the long term. In order to enhance the Company’s liquidity position in support of these investments, the Company performed the following actions:

 

During the three months ended April 30, 2016, the Company completed a rights offering and related Investment Agreement transactions, issuing an aggregate of 11,818,181 shares of its common stock for total gross proceeds of $65,000. The Company used a portion of the net proceeds received from the Rights Offering and related Investment Agreement to (1) repay the amount owed by the Company under the Tax Receivable Agreement with Sun Cardinal, for itself and as a representative of the other stockholders party thereto, for the tax benefit with respect to the 2014 taxable year including accrued interest, totaling $22,262, and (2) repay all then outstanding indebtedness, totaling $20,000, under the Revolving Credit Facility, allowing full borrowing capacity under this facility at that time.

 

To provide the Company with greater flexibility on certain debt covenants while it was executing brand reset strategies, the Company retained approximately $21,000 of proceeds from the rights offering discussed above at Vince Holding Corp. to be utilized in the event a Specified Equity Contribution (as defined under the Term Loan Facility) was required under the Term Loan Facility. See Note 4 “Long-Term Debt and Financing Arrangements” for additional details. Any amounts contributed from Vince Holding Corp. as a Specified Equity Contribution can then be utilized for normal operating needs. During April 2017, the Company utilized $6,241 of the funds held by Vince Holding Corp. to make a Specified Equity Contribution in connection with the calculation of the Consolidated Net Total Leverage Ratio under the Term Loan Facility as of January 28, 2017 so that the Consolidated Net Total Leverage Ratio would not exceed 3.25 to 1.00. In addition, during May and June 2017, the Company utilized $11,831 of the funds held by Vince Holding Corp. to make a Specified Equity Contribution in connection with the calculation of the Consolidated Net Total Leverage Ratio under the Term Loan Facility as of April 29, 2017 so that the Consolidated Net Total Leverage Ratio would not exceed 3.25 to 1.00. As of June 8, 2017, Vince Holding Corp. retains $3,173 of funds.

 

In order to increase availability under the Revolving Credit Facility, on March 6, 2017, Vince, LLC entered into a side letter (the “Letter”) with Bank of America, as administrative agent and collateral agent under the Revolving Credit Facility to temporarily modify certain covenants. On April 14, 2017, the Letter was amended and restated to further increase borrowing flexibility through July 31, 2017 and allow the Company to borrow against a portion of the cash retained at Vince Holding Corp. See Note 4 “Long-Term Debt and Financing Arrangements” for additional details.

 

On May 18, 2017, the Company received a Rights Offering Commitment Letter from Sun Capital Partners V, L.P. (“Sun Fund V”) that provides the Company with an amount equal to $30,000 of cash proceeds in the event that the Company commences a rights offering of its common stock to its stockholders (a “Rights Offering”). Sun Fund V’s obligations are subject to certain terms and conditions, including but not limited to the Company entering into an amendment to its existing Term Loan Facility that is acceptable to Sun Fund V in its sole discretion, and no default or event of default having occurred under the Company’s Term Loan Facility or Revolving Credit Facility, unless promptly cured or reasonably expected to be promptly cured by the Company. See Note 11 “Related Party Transactions” for further information. Any funds received from a Rights Offering would enhance the Company’s capital structure and provide additional cash for operations, enabling the Company to continue executing its strategic plan.

In accordance with the new accounting guidance that became effective for the Company’s fiscal year ended January 28, 2017, management has the responsibility to evaluate whether conditions and/or events raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. As required by this standard, management’s evaluation does not initially consider the potential mitigating effects of management’s plans that have not been fully implemented as of the date the financial statements are issued. In performing this initial evaluation, management concluded that the following conditions raise substantial doubt about the Company’s ability to meet its financial obligations. Since fiscal 2015, the Company has undertaken the task to reset the brand during a challenging retail environment, making strategic decisions and investments which had a cost to the short-term results but were necessary for the long-term sustainability of the Vince brand. The Company raised $65,000 under the Rights Offering, which was completed in anticipation of the difficulty of these undertakings. During fiscal 2016, the Company’s sales results did not meet expectations. Management’s future projections consider the uncertainty of trends in the retail environment in which the Company operates, reserves placed on its borrowing capacity under the Revolving Credit Facility (which are reflected in the Company’s availability under the Revolving Credit Facility as of April 29, 2017) and the recent requirements from certain vendors to pay on accelerated terms or to make prepayments in certain instances. Beyond the first fiscal quarter of 2017, scenarios, including those beyond the Company’s control, could develop that include unanticipated declines in sales and operating results requiring additional Specified Equity Contributions. Although the Company would have cash retained by Vince Holding Corp. to make additional contributions, there are limits on the number of contributions that can be made in any four fiscal quarter period and there is a limit on the amount of cash that has been retained for the purpose of making Specified Equity Contributions. Additionally, the Company is currently subject to a commercial finance examination as per the terms of the Letter, which could potentially result in future changes to the availability under the Revolving Credit Facility.

Understanding the difficulties to project the current retail environment, the historical sales performance of the Company, the current actions of lenders and vendors, and as management’s plans to mitigate the substantial doubt have not been fully executed, management has therefore concluded there is substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. Management cannot predict with certainty the impact of various factors, including a challenging retail environment and the additional demands of lenders and vendors on the current financial and operational capabilities of the Company. Absent a timely resolution of the immediate working capital requirements, as discussed in further detail below, the Company could encounter product shipment delays which would adversely impact the business. Additionally, such impact could also give rise to the Company’s inability to service its existing debt or comply with the covenants therein. The Company’s inability to comply with such covenants could result in the amounts outstanding under its debt to become immediately due and the Company might not be able to meet such payment obligations.

As mitigating plans, management continues to have active discussions with lenders and with the Company’s majority shareholder on additional financing options and actions to improve the capital structure of the Company. Specifically, the Company has already received the $30,000 Rights Offering Commitment Letter discussed above. The Company is striving to meet the conditions of the Rights Offering Commitment Letter which would allow it to pursue a Rights Offering supported by the commitment from Sun Fund V. The Company is also in discussions with its Term Loan Facility lenders and its Revolving Credit Facility administrative and collateral agent on amendments that would provide relief on covenants and additional borrowing capacity. In addition, the Company is in ongoing discussions with other third parties regarding strategies that would enhance its liquidity needs. Management has also engaged various consulting firms to assist in its pursuit of cost reduction initiatives in order to further improve the Company’s financial performance, benefit the calculation of the Consolidated Net Total Leverage Ratio under the Term Loan Facility and reduce future liquidity needs. While management believes that each of these actions is reasonably possible of occurring, if necessary, and could alleviate the substantial doubt, none of these actions has been executed at the time of the filing of the Company’s financial statements and therefore cannot be considered as mitigating events under the accounting guidance.

Goodwill and Intangible Assets
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 April 29, 2017

 

$

41,435

 

 

$

 

 

$

41,435

 

Balance as of January 28, 2017

 

$

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

 

 

Impairment Charge

 

 

Net Book Value

 

Balance as of April 29, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

11,970

 

 

$

(5,522

)

 

$

 

 

$

6,448

 

Indefinite-lived intangible asset:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tradename

 

 

101,850

 

 

 

 

 

 

(30,750

)

 

 

71,100

 

Total intangible assets

 

$

113,820

 

 

$

(5,522

)

 

$

(30,750

)

 

$

77,548

 

 

(in thousands)

 

Gross Amount

 

 

Accumulated Amortization

 

 

Impairment Charge

 

 

Net Book Value

 

Balance as of January 28, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

11,970

 

 

$

(5,372

)

 

$

 

 

$

6,598

 

Indefinite-lived intangible asset:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tradename

 

 

101,850

 

 

 

 

 

 

(30,750

)

 

 

71,100

 

Total intangible assets

 

$

113,820

 

 

$

(5,372

)

 

$

(30,750

)

 

$

77,698

 

 

Amortization of identifiable intangible assets was $150 for both the three months ended April 29, 2017 and April 30, 2016. The estimated amortization expense for identifiable intangible assets is $598 for each fiscal year for the next five fiscal years.

Fair Value Measurements
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 April 29, 2017 or January 28, 2017. At April 29, 2017 and January 28, 2017, 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 and would be measured using Level 1 inputs. The Company’s debt obligations with a carrying value of $66,136 as of April 29, 2017 are at variable interest rates and management estimates that the fair value of the Company’s outstanding debt obligations was approximately $61,000 based upon quoted prices in markets that are not active, which is considered a Level 2 input.

The Company’s non-financial assets, which primarily consist of goodwill, intangible 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 intangible assets), non-financial assets are assessed for impairment and, if applicable, written down to (and recorded at) fair value.

Long-Term Debt and Financing Arrangements
Long-Term Debt and Financing Arrangements

Note 4. Long-Term Debt and Financing Arrangements

Long-term debt consisted of the following:

 

 

 

April 29,

 

 

January 28,

 

(in thousands)

 

2017

 

 

2017

 

Term Loan Facility

 

$

45,000

 

 

$

45,000

 

Revolving Credit Facility

 

 

21,136

 

 

 

5,200

 

Total long-term debt principal

 

 

66,136

 

 

 

50,200

 

Less: Deferred financing costs

 

 

1,741

 

 

 

1,902

 

Total long-term debt

 

$

64,395

 

 

$

48,298

 

 

Term Loan Facility

On November 27, 2013, in connection with the closing of the IPO and Restructuring Transactions, Vince, LLC and Vince Intermediate Holding, LLC, a direct subsidiary of VHC and the direct parent company of Vince, LLC (“Vince Intermediate”), entered into a $175,000 senior secured term loan facility (as amended from time to time, the “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 Term Loan Facility will mature on November 27, 2019. Vince, LLC and Vince Intermediate are borrowers and VHC is a guarantor under the Term Loan Facility.

The Term Loan Facility also provides for an incremental facility of up to the greater of $50,000 and an amount that would result in the consolidated net total secured leverage ratio not exceeding 3.00 to 1.00, in addition to certain other rights to refinance or repurchase portions of the term loan. The Term Loan Facility is subject to quarterly amortization of principal equal to 0.25% of the original aggregate principal amount of the Term Loan Facility (adjusted to reflect any prepayments), with the balance payable at final maturity. Interest is payable on loans under the Term Loan Facility at a rate of either (i) the Eurodollar rate (subject to a 1.00% floor) plus an applicable margin of 4.75% to 5.00% based on a consolidated net total leverage ratio or (ii) the base rate applicable margin of 3.75% to 4.00% based on a consolidated net total leverage ratio. During the continuance of a payment or bankruptcy event of default, interest will accrue (i) on the overdue principal amount of any loan at a rate of 2% in excess of the rate otherwise applicable to such loan and (ii) on any overdue interest or any other outstanding overdue amount at a rate of 2% in excess of the non-default interest rate then applicable to base rate loans. The Term Loan Facility requires Vince, LLC and Vince Intermediate to make mandatory prepayments upon the occurrence of certain events, including additional debt issuances, common and preferred stock issuances, certain asset sales, and annual payments of 50% of excess cash flow, subject to reductions to 25% and 0% if Vince, LLC and Vince Intermediate maintain a Consolidated Net Total Leverage Ratio of 2.50 to 1.00 and 2.00 to 1.00, respectively, and subject to reductions for voluntary prepayments made during such fiscal year.

The Term Loan Facility contains a requirement that Vince, LLC and Vince Intermediate maintain a “Consolidated Net Total Leverage Ratio” as of the last day of any period of four fiscal quarters not to exceed 3.25 to 1.00. The Term Loan Facility permits Vince Holding Corp. to make a Specified Equity Contribution, as defined under the Agreement, to the Borrowers in order to increase, dollar for dollar, Consolidated EBITDA for such fiscal quarter for the purposes of determining compliance with this covenant at the end of such fiscal quarter and applicable subsequent periods provided that (a) in each four fiscal quarter period there shall be at least two fiscal quarters in which no Specified Equity Contribution is made; (b) no more than five Specified Equity Contributions shall be made in the aggregate during the term of the Agreement; and (c) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Company to be in compliance with this covenant.

In addition, the Term Loan Facility contains customary representations and warranties, other covenants, and events of default, including but not limited to, limitations on the incurrence of additional indebtedness, liens, negative pledges, 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 Term Loan Facility generally permits dividends to the extent that no default or event of default is continuing or would result from the contemplated dividend and the pro forma Consolidated Net Total Leverage Ratio after giving effect to such contemplated dividend is at least 0.25 lower than the maximum Consolidated Net Total Leverage Ratio for such quarter in an amount not to exceed the excess available amount, as defined in the loan agreement. All obligations under the Term Loan Facility are guaranteed by VHC and any future material domestic restricted subsidiaries of Vince, LLC and secured by a lien on substantially all of the assets of VHC, Vince, LLC and Vince Intermediate and any future material domestic restricted subsidiaries. As of April 29, 2017, the Company was in compliance with applicable financial covenants. During May and June 2017, the Company utilized $11,831 of the funds held by VHC to make a Specified Equity Contribution, as defined under the Term Loan Facility, in connection with the calculation of the Consolidated Net Total Leverage Ratio under the Term Loan Facility as of April 29, 2017 so that the Consolidated Net Total Leverage Ratio would not exceed 3.25 to 1.00.

Through April 29, 2017, on an inception to date basis, the Company has made voluntary prepayments totaling $130,000 in the aggregate on the original $175,000 Term Loan Facility entered into on November 27, 2013 with no such prepayments made during the three months ended April 29, 2017. As of April 29, 2017, the Company had $45,000 of debt outstanding under the Term Loan Facility.

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 “Revolving Credit Facility”) with BofA as administrative agent. Vince, LLC is the borrower and VHC and Vince Intermediate are the guarantors under the Revolving Credit Facility. On June 3, 2015, Vince LLC entered into a first amendment to the 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 is 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 term loan facility have been paid in full, and extended the maturity date from November 27, 2018 to June 3, 2020. The Revolving Credit Facility also provides for a letter of credit sublimit of $25,000 (plus any increase in aggregate commitments) and an accordion option that allows for an increase in aggregate commitments up to $20,000. Interest is payable on the loans under the Revolving Credit Facility at either the LIBOR or the Base Rate, in each case, plus an applicable margin of 1.25% to 1.75% for LIBOR loans or 0.25% to 0.75% for Base Rate loans, and in each case 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 BofA as its prime rate; (ii) the Federal Funds Rate for such day, plus 0.50%; and (iii) the LIBOR Rate for a one month interest period as determined on such day, plus 1.0%. During the continuance of an event of default and at the election of the required lender, interest will accrue at a rate of 2% in excess of the applicable non-default rate.

The Revolving Credit Facility contains a covenant that, at any point when “Excess Availability” is less than the greater of (i) 15% of an adjusted loan cap (without giving effect to item (iii) of the loan cap described above) or (ii) $10,000, and continuing until Excess Availability exceeds the greater of such amounts for 30 consecutive days, during which time, Vince, LLC must maintain a consolidated EBITDA (as defined in the Revolving Credit Facility) equal to or greater than $20,000 measured at the end of each applicable fiscal month for the trailing twelve-month period. As of April 29, 2017, the Company was not subject to this covenant as Excess Availability was greater than the required minimum. Additionally, in order to increase availability under the Revolving Credit Facility, on March 6, 2017, Vince, LLC entered into a side letter (the “Letter”) with BofA, as administrative agent and collateral agent under the Revolving Credit Facility which temporarily modified the covenant discussed above. The Letter provided that during the period from March 6, 2017 until and through April 30, 2017, the respective thresholds included in the definitions of “Covenant Compliance Event” and “Trigger Event” under the Revolving Credit Facility were temporarily modified to be the greater of (a) 12.5% of the Adjusted Loan Cap (as defined in the Revolving Credit Facility) and (b) $5,000. On April 14, 2017, Vince, LLC and BofA amended and restated the Letter in its entirety (the “Amended Letter”). The Amended Letter provides that during the period from April 13, 2017 until and through July 31, 2017 (the “Letter Period”), the respective thresholds included in the definitions of “Covenant Compliance Event” and “Trigger Event” in the Revolving Credit Facility continue to be temporarily modified to be the greater of (a) 12.5% of the Adjusted Loan Cap (as defined in the Revolving Credit Facility) and (b) $5,000. The Amended Letter further provides that during the Letter Period, so long as the Company’s cash is held in a deposit account of the Company maintained with BofA (the “BofA Account”), the Company may include in the Borrowing Base (i) up to $10,000 of such cash after April 13, 2017 through May 31, 2017 and (ii) up to $5,000 of such cash after May 31, 2017 through July 31, 2017. During the Letter Period, to the extent that the cash and cash equivalents held by the Loan Parties at the close of business on any given day exceeds $1,000 (excluding amounts in the BofA Account and certain other excluded accounts, as well as amounts equal to all undrawn checks and ACH issued in the ordinary course of business for payroll, rent and other accounts payable needs), Vince shall use any such cash in excess of $1,000 to repay the loans under the Revolving Credit Facility.

The Revolving Credit Facility contains representations and warranties, other covenants and events of default that are customary for this type of financing, including limitations on the incurrence of additional indebtedness, liens, negative pledges, 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 Revolving Credit Facility generally permits dividends in the absence of any event of default (including any event of default arising from the contemplated dividend), so long as (i) after giving pro forma effect to the contemplated dividend, for the following six months Excess Availability will be at least the greater of 20% of the adjusted loan cap and $10,000 and (ii) after giving pro forma effect to the contemplated dividend, the “Consolidated Fixed Charge Coverage Ratio” for the 12 months preceding such dividend shall 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 35% of the adjusted loan cap and $15,000).  As of April 29, 2017, the Company was in compliance with applicable financial covenants.

As of April 29, 2017, $15,134 was available under the Revolving Credit Facility, net of the amended loan cap, and there were $21,136 of borrowings outstanding and $7,474 of letters of credit outstanding under the Revolving Credit Facility. The weighted average interest rate for borrowings outstanding under the Revolving Credit Facility as of April 29, 2017 was 2.6%.

As of January 28, 2017, $27,157 was available under the Revolving Credit Facility, net of the amended loan cap, and there were $5,200 of borrowings outstanding and $7,474 of letters of credit outstanding under the Revolving Credit Facility. The weighted average interest rate for borrowings outstanding under the Revolving Credit Facility as of January 28, 2017 was 4.3%.

Inventory
Inventory

Note 5. Inventory

Inventories consisted of the following:

 

 

 

April 29,

 

 

January 28,

 

(in thousands)

 

2017

 

 

2017

 

Finished goods

 

$

34,448

 

 

$

40,771

 

Less: reserves

 

 

(2,235

)

 

 

(2,242

)

Total inventories, net

 

$

32,213

 

 

$

38,529

 

 

Share-Based Compensation
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. 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 3,400,000 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 April 29, 2017, there were 1,178,229 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 granted vest in equal installments over a three-year period or vest in equal installments over four years, subject to the employees’ continued employment.

The consultancy agreements with the non-employee consultants ended in February 2017 and as a result 176,597 shares were forfeited. In May 2017, the remaining 294,333 previously vested shares expired.      

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 three months ended April 29, 2017, 4,507 shares of common stock were issued under the ESPP. During the three months ended April 30, 2016, the activity under the ESPP was not significant.

Stock Options

A summary of stock option activity for both employees and non-employees for the three months ended April 29, 2017 is as follows:

 

 

 

Stock Options

 

 

Weighted Average Exercise Price

 

 

Weighted Average Remaining Contractual Term (years)

 

 

Aggregate Intrinsic Value

(in thousands)

 

Outstanding at January 28, 2017

 

 

2,258,787

 

 

$

4.53

 

 

 

8.9

 

 

$

 

Granted

 

 

37,500

 

 

$

2.76

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

$

 

 

 

 

 

 

 

 

 

Forfeited or expired

 

 

(205,421

)

 

$

4.17

 

 

 

 

 

 

 

 

 

Outstanding at April 29, 2017

 

 

2,090,866

 

 

$

4.53

 

 

 

8.7

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested and exercisable at April 29, 2017

 

 

686,634

 

 

$

4.27

 

 

 

8.6

 

 

$

 

Of the above outstanding shares, 1,404,232 are expected to vest.

As permitted by new accounting guidance that became effective for the Company on January 29, 2017, the Company has elected to account for forfeitures as they occur, which resulted in an increase of $84 to accumulated deficit within the Condensed Consolidated Balance Sheet.

Restricted Stock Units

A summary of restricted stock unit activity for the three months ended April 29, 2017 is as follows:

 

 

 

Restricted Stock Units

 

 

Weighted Average Grant Date Fair Value

 

Nonvested restricted stock units at January 28, 2017

 

 

107,812

 

 

$

6.56

 

Granted

 

 

 

 

$

 

Vested

 

 

(1,105

)

 

$

23.20

 

Forfeited

 

 

 

 

$

 

Nonvested restricted stock units at April 29, 2017

 

 

106,707

 

 

$

6.38

 

Share-Based Compensation Expense

The Company recognized share-based compensation expense of $219 and $514, including income of $117 and expense of $335, respectively, related to non-employees, during the three months ended April 29, 2017 and April 30, 2016, respectively.

Earnings Per Share
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.

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

 

 

 

Three Months Ended

 

 

 

April 29,

 

 

April 30,

 

 

 

2017

 

 

2016

 

Weighted-average shares—basic

 

 

49,428,259

 

 

 

38,002,774

 

Effect of dilutive equity securities

 

 

 

 

 

 

Weighted-average shares—diluted

 

 

49,428,259

 

 

 

38,002,774

 

 

Because the Company incurred a net loss for the three months ended April 29, 2017 and April 30, 2016, weighted-average basic shares and weighted-average diluted shares outstanding are equal for these periods.

For the three months ended April 29, 2017 and April 30, 2016, 2,215,401 and 854,428 options to purchase shares of the Company’s common stock, respectively, were excluded from the computation of weighted average shares for diluted earnings per share since the related exercise prices exceeded the average market price of the Company’s common stock and such inclusion would be anti-dilutive.

Commitments and Contingencies
Commitments and Contingencies

Note 8. Commitments and Contingencies

Litigation

The Company is a party to legal proceedings, compliance matters and environmental claims that arise in the ordinary course of its 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.

In addition, as described in Note 12 “Subsequent Events”, on May 5, 2017, a complaint was filed in the United States District Court for the Eastern District of New York on behalf of a putative class of the Company’s stockholders, naming the Company as well as Brendan Hoffman, the Company’s Chief Executive Officer, and David Stefko, the Company’s Executive Vice President, Chief Financial Officer, as defendants.

Recent Accounting Pronouncements
Recent Accounting Pronouncements

Note 9. Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In January 2017, the Financial Accounting Standards Board (“FASB”) issued guidance to simplify the accounting for goodwill impairment. The guidance removes “step two” of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The guidance is effective for interim and annual impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company adopted this guidance on January 29, 2017.

In March 2016, the FASB issued guidance regarding share-based compensation, to simplify the accounting for share-based payment transactions, including accounting for forfeitures, income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This guidance is effective for interim and annual periods beginning after December 15, 2016. The Company adopted the new guidance on January 29, 2017. Upon adoption, excess tax benefits and deficiencies from share-based compensation are recognized as income tax expense or benefit in the statement of operations as discrete items in the reporting period in which they occur, regardless of whether the benefit reduces taxes payable in the current period. As a result of the adoption of this guidance, the Company recognized an increase of $2,350 to deferred tax assets related to net operating loss carryforwards for the excess tax benefits related to share-based compensation and also recognized an increase of an equal amount in the valuation allowance against such increase of deferred tax assets. As permitted by the new guidance, the Company elected to account for forfeitures as they occur which resulted in an increase of $84 to the accumulated deficit within the Condensed Consolidated Balance Sheet. The remaining provisions of the new guidance did not have a material effect on the Company’s condensed consolidated financial statements.  

In November 2015, the FASB issued new guidance on the balance sheet classification of deferred taxes, which requires entities to classify deferred tax assets and liabilities as noncurrent in the consolidated balance sheet. Currently, deferred tax assets and liabilities must be classified as current or noncurrent amounts in the consolidated balance sheet. This guidance is effective for financial statements issued for interim and annual periods beginning after December 15, 2016. The Company adopted the new guidance on January 29, 2017 and, as a result of the full valuation allowance previously recorded against the Company’s deferred tax assets, it did not have a material effect on the Company’s Condensed Consolidated Balance Sheet.

In July 2015, the FASB issued new guidance on accounting for inventory, which requires entities to measure inventory at the lower of cost and net realizable value. This guidance is effective for interim and annual periods beginning on or after December 15, 2016. The Company adopted the new guidance on January 29, 2017 and it did not have a material impact on the Company’s condensed consolidated financial statements.

Recently Issued Accounting Pronouncements

In November 2016, the FASB issued guidance that requires the statement of cash flows to explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The guidance is effective for interim and annual periods beginning after December 15, 2017 using a retrospective transition method to each period presented. Early adoption is permitted, including adoption in an interim period. This new guidance is not expected to have a material impact on the Company’s Condensed Consolidated Statement of Cash Flows.

In August 2016, the FASB issued guidance which clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows. The guidance is effective for interim and annual periods beginning after December 15, 2017 and must be applied using a retrospective transition method to each period presented. The Company is currently evaluating the impact of adopting this guidance on its Condensed Consolidated Statement of Cash Flows.

In February 2016, the FASB issued a new lease accounting standard, which requires lessees to recognize right-of-use lease assets and lease liabilities on the balance sheet for those leases currently classified as operating leases. The guidance is required to be adopted retrospectively by restating all years presented in the Company’s financial statements. The guidance is effective for interim and annual periods beginning after December 15, 2018. The Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

In May 2014, the FASB issued new guidance on revenue recognition accounting, which requires entities to recognize revenue when promised goods or services are transferred to customers and in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Since its issuance, the FASB has amended several aspects of the new guidance. In August 2015, the FASB elected to defer the effective dates for this guidance, which is now effective for interim and annual periods beginning on or after December 15, 2017. Early adoption is permitted for interim and annual periods beginning after December 15, 2016. The Company is currently evaluating the impact of the adoption of the new guidance on its consolidated financial statements.

Segment Financial Information
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 January 28, 2017 included in the 2016 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

 

 

 

April 29,

 

 

April 30,

 

(in thousands)

 

2017

 

 

2016

 

Net Sales:

 

 

 

 

 

 

 

 

Wholesale

 

$

35,407

 

 

$

44,776

 

Direct-to-consumer

 

 

22,638

 

 

 

22,869

 

Total net sales

 

$

58,045

 

 

$

67,645

 

Income (loss) from Operations:

 

 

 

 

 

 

 

 

Wholesale

 

$

8,966

 

 

$

10,274

 

Direct-to-consumer

 

 

(1,302

)

 

 

1,677

 

Subtotal

 

 

7,664

 

 

 

11,951

 

Unallocated corporate expenses

 

 

(15,857

)

 

 

(15,499

)

Total loss from operations

 

$

(8,193

)

 

$

(3,548

)

 

Related Party Transactions
Related Party Transactions

Note 11. Related Party Transactions

Shared Services Agreement

In connection with the consummation of the Company’s IPO on November 27, 2013, Vince, LLC entered into a Shared Services Agreement with Kellwood (the “Shared Services Agreement”), pursuant to which Kellwood would provide support services in various areas. As of the end of fiscal 2016 the Company completed the transition of all functions and systems from Kellwood to the Company’s own systems or processes as well as to third-party service providers. In connection with the Kellwood Sale, the Shared Services Agreement was contributed to St. Louis, LLC. St. Louis, LLC continues to provide minor transitional services relating to historical records and legacy functions, which the Company is in the process of winding down. The Shared Services Agreement will terminate automatically upon the termination of all services provided thereunder. After termination of the agreement, St. Louis, LLC will have no obligation to provide any services to the Company.

The Company is invoiced monthly for the services provided under the Shared Services Agreement and generally is required to pay within 15 business days of receiving such invoice. The payments can be trued-up and can be disputed once each fiscal quarter. For the three months ended April 29, 2017 and April 30, 2016 the Company recognized $56 and $2,178, respectively, of expense within the Condensed Consolidated Statements of Operations for services provided under the Shared Services Agreement. As of April 29, 2017, the Company has recorded $96 in Other accrued expenses to recognize amounts payable under the Shared Services Agreement.

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.  

As of April 29, 2017, the Company’s total obligation under the Tax Receivable Agreement is estimated to be $140,618, of which $2,788 is included as a component of Other accrued expenses and $137,830 is included as a component of Other liabilities on the Condensed Consolidated Balance Sheet. The tax benefit payment, plus accrued interest, with respect to the 2016 taxable year is expected to be paid in the fourth quarter of 2017. The Tax Receivable Agreement expires on December 31, 2023.

Rights Offering Commitment Letter

On May 18, 2017, the Company received a Rights Offering Commitment Letter from Sun Fund V that provides the Company with an amount equal to $30,000 of cash proceeds (the “Contribution Obligation”) in the event that the Company commences a Rights Offering. Such Contribution Obligation will be reduced by any proceeds received from the Rights Offering. The Company is required, simultaneously with the funding of the Contribution Obligation by Sun Fund V, or one or more of its affiliates, to issue to Sun Fund V or one or more of its affiliates the applicable number of shares of the Company’s common stock at the price per share at which participants in the Rights Offering are entitled to purchase shares of common stock, which price will be mutually agreed between the Company and Sun Fund V and approved by the members of the Company’s board of directors that are not employed by or affiliated with the Company or Sun Fund V. The funding of the Contribution Obligation, and the issuance of the shares of common stock by the Company, will be made pursuant to an investment agreement in substantially the same form as the investment agreement, dated March 15, 2016, by and among Sun Cardinal, LLC, SCSF Cardinal, LLC and the Company, with any modifications thereto as may be mutually agreed between Sun Fund V and the Company. There will be no commitment fee due to Sun Fund V from the Company in connection with the Contribution Obligation. Sun Fund V’s obligations under the Rights Offering Commitment Letter are subject to (i) the Company entering into an amendment to its existing senior secured term loan facility that is acceptable to Sun Fund V in its sole discretion, (ii) no default or event of default having occurred under the Company’s Term Loan Facility or Revolving Credit Facility, unless promptly cured or reasonably expected to be promptly cured by the Company and (iii) no circumstance existing that has had or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the Company and its subsidiaries taken as a whole. Sun Fund V’s obligations under the Rights Offering Commitment Letter terminate upon the earliest to occur of (A) the consummation of the Rights Offering whereby the Company receives proceeds equal to or exceeding $30,000, (B) 11:59 p.m. New York City time on June 30, 2017 if the Rights Offering has not commenced by such time (which date to be extended by 45 days in the event the Company’s registration statement relating to the Rights Offering is reviewed by the SEC) , (C) 11:59 p.m. New York City time on August 1, 2017 (which date to be extended by 45 days in the event the Company’s registration statement relating to the Rights Offering is reviewed by the SEC), and (D) the date Sun Fund V, or its affiliates, fund the Contribution Obligation.

As of May 19, 2017, affiliates of Sun Fund V collectively beneficially owned approximately 58% of the Company’s outstanding common stock.

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 April 29, 2017 and April 30, 2016, the Company incurred expenses of $6 and $25, respectively, under the Sun Capital Consulting Agreement.

Subsequent Event
Subsequent Events

Note 12. Subsequent Events

Litigation

On May 5, 2017, a complaint was filed in the United States District Court for the Eastern District of New York on behalf of a putative class of the Company’s stockholders, naming the Company as well as Brendan Hoffman, the Company’s Chief Executive Officer, and David Stefko, the Company’s Executive Vice President, Chief Financial Officer, as defendants. The complaint, brought on behalf of all persons who purchased the Company’s common stock between December 8, 2016 and April 27, 2017, generally alleges that the Company and the named officers made false and/or misleading statements and/or failed to disclose matters relating to the transition of its ERP systems from Kellwood. The complaint brings causes of action for violations of Section 10(b) and Rule 10b-5 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) against the Company and the two named officers and for violations of Section 20(a) of the Exchange Act against the two named officers. The complaint seeks unspecified monetary damages and unspecified costs and fees. 

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 net income, financial condition or liquidity 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 associated with this litigation at this time. In addition, the Company will be required to expend resources to defend this matter.

Rights Offering Commitment Letter

On May 18, 2017, the Company received a Rights Offering Commitment Letter from Sun Fund V that provides the Company with an amount equal to $30,000 of cash proceeds in the event that the Company conducts a Rights Offering, subject to certain terms and conditions. See Note 11 “Related Party Transactions” for further information.

Description of Business and Basis of Presentation (Policies)
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 (the “SEC”). 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 January 28, 2017, as set forth in the 2016 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 April 29, 2017. All intercompany accounts and transactions have been eliminated. In the opinion of management, the financial statements contain all adjustments (consisting solely of normal recurring adjustments) and disclosures necessary to make the information presented therein not misleading. 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.

Goodwill and Intangible Assets (Tables)

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

 

(in thousands)

 

Wholesale

 

 

Direct-to-consumer

 

 

Total Net Goodwill

 

Balance as of April 29, 2017

 

$

41,435

 

 

$

 

 

$

41,435

 

Balance as of January 28, 2017

 

$

41,435

 

 

$

 

 

$

41,435

 

 

The following tables present a summary of identifiable intangible assets:

 

(in thousands)

 

Gross Amount

 

 

Accumulated Amortization

 

 

Impairment Charge

 

 

Net Book Value

 

Balance as of April 29, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

11,970

 

 

$

(5,522

)

 

$

 

 

$

6,448

 

Indefinite-lived intangible asset:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tradename

 

 

101,850

 

 

 

 

 

 

(30,750

)

 

 

71,100

 

Total intangible assets

 

$

113,820

 

 

$

(5,522

)

 

$

(30,750

)

 

$

77,548

 

 

(in thousands)

 

Gross Amount

 

 

Accumulated Amortization

 

 

Impairment Charge

 

 

Net Book Value

 

Balance as of January 28, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

11,970

 

 

$

(5,372

)

 

$

 

 

$

6,598

 

Indefinite-lived intangible asset:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tradename

 

 

101,850

 

 

 

 

 

 

(30,750

)

 

 

71,100

 

Total intangible assets

 

$

113,820

 

 

$

(5,372

)

 

$

(30,750

)

 

$

77,698

 

 

Long-Term Debt and Financing Arrangements (Tables)
Summary of Long-Term Debt

Long-term debt consisted of the following:

 

 

 

April 29,

 

 

January 28,

 

(in thousands)

 

2017

 

 

2017

 

Term Loan Facility

 

$

45,000

 

 

$

45,000

 

Revolving Credit Facility

 

 

21,136

 

 

 

5,200

 

Total long-term debt principal

 

 

66,136

 

 

 

50,200

 

Less: Deferred financing costs

 

 

1,741

 

 

 

1,902

 

Total long-term debt

 

$

64,395

 

 

$

48,298

 

 

Inventory (Tables)
Schedule of Inventories

Inventories consisted of the following:

 

 

 

April 29,

 

 

January 28,

 

(in thousands)

 

2017

 

 

2017

 

Finished goods

 

$

34,448

 

 

$

40,771

 

Less: reserves

 

 

(2,235

)

 

 

(2,242

)

Total inventories, net

 

$

32,213

 

 

$

38,529

 

 

Share-Based Compensation (Tables)

A summary of stock option activity for both employees and non-employees for the three months ended April 29, 2017 is as follows:

 

 

 

Stock Options

 

 

Weighted Average Exercise Price

 

 

Weighted Average Remaining Contractual Term (years)

 

 

Aggregate Intrinsic Value

(in thousands)

 

Outstanding at January 28, 2017

 

 

2,258,787

 

 

$

4.53

 

 

 

8.9

 

 

$

 

Granted

 

 

37,500

 

 

$

2.76

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

$

 

 

 

 

 

 

 

 

 

Forfeited or expired

 

 

(205,421

)

 

$

4.17

 

 

 

 

 

 

 

 

 

Outstanding at April 29, 2017

 

 

2,090,866

 

 

$

4.53

 

 

 

8.7

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested and exercisable at April 29, 2017

 

 

686,634

 

 

$

4.27

 

 

 

8.6

 

 

$

 

 

A summary of restricted stock unit activity for the three months ended April 29, 2017 is as follows:

 

 

 

Restricted Stock Units

 

 

Weighted Average Grant Date Fair Value

 

Nonvested restricted stock units at January 28, 2017

 

 

107,812

 

 

$

6.56

 

Granted

 

 

 

 

$

 

Vested

 

 

(1,105

)

 

$

23.20

 

Forfeited

 

 

 

 

$

 

Nonvested restricted stock units at April 29, 2017

 

 

106,707

 

 

$

6.38

 

 

Earnings Per Share (Tables)
Schedule of Reconciliation of Weighted Average Basic Shares to Weighted Average Diluted Shares Outstanding

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

 

 

 

Three Months Ended

 

 

 

April 29,

 

 

April 30,

 

 

 

2017

 

 

2016

 

Weighted-average shares—basic

 

 

49,428,259

 

 

 

38,002,774

 

Effect of dilutive equity securities

 

 

 

 

 

 

Weighted-average shares—diluted

 

 

49,428,259

 

 

 

38,002,774

 

 

Segment Financial Information (Tables)
Summary of Reportable Segments Information

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

 

 

 

Three Months Ended

 

 

 

April 29,

 

 

April 30,

 

(in thousands)

 

2017

 

 

2016

 

Net Sales:

 

 

 

 

 

 

 

 

Wholesale

 

$

35,407

 

 

$

44,776

 

Direct-to-consumer

 

 

22,638

 

 

 

22,869

 

Total net sales

 

$

58,045

 

 

$

67,645

 

Income (loss) from Operations:

 

 

 

 

 

 

 

 

Wholesale

 

$

8,966

 

 

$

10,274

 

Direct-to-consumer

 

 

(1,302

)

 

 

1,677

 

Subtotal

 

 

7,664

 

 

 

11,951

 

Unallocated corporate expenses

 

 

(15,857

)

 

 

(15,499

)

Total loss from operations

 

$

(8,193

)

 

$

(3,548

)

 

Description of Business and Basis of Presentation - Additional Information (Detail) (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended 0 Months Ended 3 Months Ended 0 Months Ended 3 Months Ended 12 Months Ended 12 Months Ended
Apr. 29, 2017
Apr. 30, 2016
Apr. 30, 2016
Rights Offering [Member]
May 18, 2017
Rights Offering [Member]
Subsequent Event [Member]
Sun Fund V [Member]
Apr. 30, 2016
Revolving Credit Facility [Member]
Apr. 29, 2017
Term Loan Facility [Member]
Nov. 27, 2013
Term Loan Facility [Member]
Maximum [Member]
Apr. 29, 2017
Term Loan Facility [Member]
Maximum [Member]
Jan. 28, 2017
Term Loan Facility [Member]
Maximum [Member]
Jun. 8, 2017
Term Loan Facility [Member]
Subsequent Event [Member]
Jan. 28, 2017
Term Loan Facility [Member]
Rights Offering [Member]
Jan. 28, 2017
Tax Receivable Agreement [Member]
Description Of Business And Summary Of Significant Accounting Policies [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
Common stock, shares issued
 
 
11,818,181 
 
 
 
 
 
 
 
 
 
Gross proceeds from issuance of stock
 
 
$ 65,000 
 
 
 
 
 
 
 
$ 21,000 
 
Payment under Tax Receivable Agreements
 
22,258 
 
 
 
 
 
 
 
 
 
22,262 
Repayment of outstanding indebtedness
105,147 
61,073 
 
 
20,000 
 
 
 
 
 
 
 
Funds utilized for equity contribution
 
 
 
 
 
6,241 
 
 
 
11,831 
 
 
Total secured leverage ratio
 
 
 
 
 
 
3.25 
3.25 
3.25 
 
 
 
Funds remaining after equity contribution
 
 
 
 
 
 
 
 
 
3,173 
 
 
Cash proceeds from rights offering
 
 
 
$ 30,000 
 
 
 
 
 
 
 
 
Goodwill and Intangible Assets - Summary of Goodwill Balances (Detail) (USD $)
In Thousands, unless otherwise specified
Apr. 29, 2017
Jan. 28, 2017
Goodwill [Line Items]
 
 
Total Net Goodwill
$ 41,435 
$ 41,435 
Wholesale [Member]
 
 
Goodwill [Line Items]
 
 
Total Net Goodwill
$ 41,435 
$ 41,435 
Goodwill and Intangible Assets - Additional Information (Detail) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
Apr. 29, 2017
Apr. 30, 2016
Jan. 28, 2017
Goodwill And Intangible Assets Disclosure [Abstract]
 
 
 
Accumulated impairments goodwill
$ 69,253 
 
$ 69,253 
Amortization of identifiable intangible assets
150 
150 
 
Estimated amortization of identifiable intangible assets, year one
598 
 
 
Estimated amortization of identifiable intangible assets, year two
598 
 
 
Estimated amortization of identifiable intangible assets, year three
598 
 
 
Estimated amortization of identifiable intangible assets, year four
598 
 
 
Estimated amortization of identifiable intangible assets, year five
$ 598 
 
 
Goodwill and Intangible Assets - Summary of Identifiable Intangible Assets (Detail) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 12 Months Ended
Apr. 29, 2017
Jan. 28, 2017
Identifiable Intangible Assets [Line Items]
 
 
Accumulated Amortization
$ (5,522)
$ (5,372)
Gross Amount
113,820 
113,820 
Impairment Charge
(30,750)
(30,750)
Intangible assets, net
77,548 
77,698 
Tradename [Member]
 
 
Identifiable Intangible Assets [Line Items]
 
 
Gross Amount
101,850 
101,850 
Impairment Charge
(30,750)
(30,750)
Net Book Value
71,100 
71,100 
Customer Relationships [Member]
 
 
Identifiable Intangible Assets [Line Items]
 
 
Gross Amount
11,970 
11,970 
Accumulated Amortization
(5,522)
(5,372)
Net Book Value
$ 6,448 
$ 6,598 
Fair Value Measurements - Additional Information (Detail) (USD $)
Apr. 29, 2017
Jan. 28, 2017
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
 
 
Non-financial assets recognized at fair value
$ 0 
$ 0 
Non-financial liabilities recognized at fair value
Total long-term debt principal
66,136,000 
50,200,000 
Level 2 [Member]
 
 
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
 
 
Fair value of outstanding debt
$ 61,000,000 
 
Long-Term Debt and Financing Arrangements - Summary of Long-Term Debt (Detail) (USD $)
In Thousands, unless otherwise specified
Apr. 29, 2017
Jan. 28, 2017
Nov. 27, 2013
Schedule of Capitalization, Long-term Debt [Line Items]
 
 
 
Total long-term debt principal
$ 66,136 
$ 50,200 
 
Less: Deferred financing costs
1,741 
1,902 
 
Total long-term debt
64,395 
48,298 
 
Term Loan Facility [Member]
 
 
 
Schedule of Capitalization, Long-term Debt [Line Items]
 
 
 
Total long-term debt principal
45,000 
45,000 
175,000 
Revolving Credit Facility [Member]
 
 
 
Schedule of Capitalization, Long-term Debt [Line Items]
 
 
 
Total long-term debt principal
$ 21,136 
$ 5,200 
 
Long-Term Debt and Financing Arrangements - Additional Information (Detail) (USD $)
In Thousands, unless otherwise specified
0 Months Ended 3 Months Ended 41 Months Ended 0 Months Ended 3 Months Ended 12 Months Ended 0 Months Ended
Apr. 29, 2017
Jan. 28, 2017
Nov. 27, 2013
Nov. 27, 2013
Term Loan Facility [Member]
Apr. 29, 2017
Term Loan Facility [Member]
Apr. 29, 2017
Term Loan Facility [Member]
Jan. 28, 2017
Term Loan Facility [Member]
Jun. 8, 2017
Term Loan Facility [Member]
Subsequent Event [Member]
Nov. 27, 2013
Term Loan Facility [Member]
Interest Rate on Overdue Principal Amount [Member]
Nov. 27, 2013
Term Loan Facility [Member]
Interest Rate on Overdue Interest or Other Outstanding Amount [Member]
Nov. 27, 2013
Term Loan Facility [Member]
Vince, LLC and Vince Intermediate Holding, LLC [Member]
Nov. 27, 2013
Term Loan Facility [Member]
Minimum [Member]
Pro Forma [Member]
Nov. 27, 2013
Term Loan Facility [Member]
Minimum [Member]
Eurodollar Rate [Member]
Nov. 27, 2013
Term Loan Facility [Member]
Minimum [Member]
Base Rate [Member]
Nov. 27, 2013
Term Loan Facility [Member]
Maximum [Member]
Apr. 29, 2017
Term Loan Facility [Member]
Maximum [Member]
Jan. 28, 2017
Term Loan Facility [Member]
Maximum [Member]
Nov. 27, 2013
Term Loan Facility [Member]
Maximum [Member]
Incremental Facility [Member]
Nov. 27, 2013
Term Loan Facility [Member]
Maximum [Member]
Eurodollar Rate [Member]
Nov. 27, 2013
Term Loan Facility [Member]
Maximum [Member]
Base Rate [Member]
Debt Instrument [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
$ 66,136 
$ 50,200 
 
$ 175,000 
$ 45,000 
$ 45,000 
$ 45,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt instrument, maturity date
 
 
 
Nov. 27, 2019 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Incremental facility
 
 
50,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization of principal, percentage
 
 
 
0.25% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Variable rate percentage
 
 
 
 
 
 
 
 
2.00% 
2.00% 
 
 
4.75% 
3.75% 
 
 
 
 
5.00% 
4.00% 
Debt instrument, accrued interest rate, percentage
 
 
 
 
 
 
 
 
 
 
 
 
1.00% 
 
 
 
 
 
 
 
Total secured leverage ratio
 
 
 
 
 
 
 
 
 
 
 
0.25 
 
 
3.25 
3.25 
3.25 
3.00 
 
 
Percentage of excess cash flow
 
 
 
50.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Reduction in cash flow percentage based on leverage ratio
 
 
 
 
 
 
 
 
 
 
25.00% 
 
 
 
 
 
 
 
 
 
Reduction in cash flow percentage based on leverage ratio
 
 
 
 
 
 
 
 
 
 
0.00% 
 
 
 
 
 
 
 
 
 
Net leverage ratio base for twenty five percent reduction
 
 
 
 
 
 
 
 
 
 
2.50 
 
 
 
 
 
 
 
 
 
Net leverage ratio base for zero percent reduction
 
 
 
 
 
 
 
 
 
 
2.00 
 
 
 
 
 
 
 
 
 
Term loan facility description
 
 
 
 
The Term Loan Facility requires Vince, LLC and Vince Intermediate to make mandatory prepayments upon the occurrence of certain events, including additional debt issuances, common and preferred stock issuances, certain asset sales, and annual payments of 50% of excess cash flow, subject to reductions to 25% and 0% if Vince, LLC and Vince Intermediate maintain a Consolidated Net Total Leverage Ratio of 2.50 to 1.00 and 2.00 to 1.00, respectively, and subject to reductions for voluntary prepayments made during such fiscal year. 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Funds utilized for equity contribution
 
 
 
 
6,241 
6,241 
 
11,831 
 
 
 
 
 
 
 
 
 
 
 
 
Payments for term loan facility
 
 
 
 
$ 0 
$ 130,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-Term Debt and Financing Arrangements - Additional Information 1 (Detail) (USD $)
0 Months Ended 3 Months Ended 2 Months Ended 3 Months Ended 2 Months Ended 0 Months Ended 0 Months Ended
Jun. 3, 2015
Jun. 3, 2015
Revolving Credit Facility [Member]
Apr. 29, 2017
Revolving Credit Facility [Member]
Jan. 28, 2017
Revolving Credit Facility [Member]
Apr. 29, 2017
Revolving Credit Facility [Member]
Excess Availability Greater than 35% [Member]
Jul. 31, 2017
Revolving Credit Facility [Member]
Scenario, Forecast [Member]
Side Letter Agreement [Member]
Jul. 31, 2017
Revolving Credit Facility [Member]
Scenario, Forecast [Member]
Side Letter Agreement [Member]
Apr. 29, 2017
Revolving Credit Facility [Member]
Pro Forma [Member]
May 31, 2017
Revolving Credit Facility [Member]
Subsequent Event [Member]
Side Letter Agreement [Member]
Apr. 30, 2017
Revolving Credit Facility [Member]
Subsequent Event [Member]
Side Letter Agreement [Member]
Jun. 3, 2015
Revolving Credit Facility [Member]
Maximum [Member]
Jun. 3, 2015
Revolving Credit Facility [Member]
Federal Funds Rate [Member]
Jun. 3, 2015
Revolving Credit Facility [Member]
LIBOR [Member]
Jun. 3, 2015
Revolving Credit Facility [Member]
LIBOR [Member]
Maximum [Member]
Jun. 3, 2015
Revolving Credit Facility [Member]
LIBOR [Member]
Minimum [Member]
Jun. 3, 2015
Revolving Credit Facility [Member]
Base Rate [Member]
Maximum [Member]
Jun. 3, 2015
Revolving Credit Facility [Member]
Base Rate [Member]
Minimum [Member]
Jun. 3, 2015
Senior Secured Revolving Credit Facility Due November 27, 2018 [Member]
Nov. 27, 2013
Senior Secured Revolving Credit Facility Due November 27, 2018 [Member]
Jun. 3, 2015
Senior Secured Revolving Credit Facility Due June 3, 2020 [Member]
Line of Credit Facility [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Maximum borrowing capacity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$ 50,000,000 
$ 80,000,000 
Loan cap on revolving credit facility
70,000,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Revolving credit facility maturity date
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Nov. 27, 2018 
 
Jun. 03, 2020 
Letters of credit sublimit amount
 
 
 
 
 
 
 
 
 
 
25,000,000