VINCE HOLDING CORP., 10-Q filed on 9/13/2018
Quarterly Report
v3.10.0.1
Document and Entity Information - shares
6 Months Ended
Aug. 04, 2018
Aug. 31, 2018
Document And Entity Information [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Aug. 04, 2018  
Document Fiscal Year Focus 2018  
Document Fiscal Period Focus Q2  
Trading Symbol VNCE  
Entity Registrant Name VINCE HOLDING CORP.  
Entity Central Index Key 0001579157  
Current Fiscal Year End Date --02-02  
Entity Filer Category Smaller Reporting Company  
Entity Common Stock, Shares Outstanding   11,621,012
v3.10.0.1
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Aug. 04, 2018
Feb. 03, 2018
Current assets:    
Cash and cash equivalents $ 5,321 $ 5,372
Trade receivables, net 22,999 20,760
Inventories, net 61,616 48,921
Prepaid expenses and other current assets 6,726 6,521
Total current assets 96,662 81,574
Property and equipment, net 29,271 31,608
Intangible assets, net 76,800 77,099
Goodwill 41,435 41,435
Deferred income taxes 379 379
Other assets 2,237 2,439
Total assets 246,784 234,534
Current liabilities:    
Accounts payable 30,569 22,556
Accrued salaries and employee benefits 4,347 6,715
Other accrued expenses 8,938 7,906
Current portion of long-term debt   8,000
Total current liabilities 43,854 45,177
Long-term debt 63,584 40,682
Deferred rent 15,172 15,633
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, 11,621,012 and 11,616,500 shares issued and outstanding at August 4, 2018 and February 3, 2018, respectively) 116 116
Additional paid-in capital 1,113,933 1,113,342
Accumulated deficit (1,048,083) (1,038,624)
Accumulated other comprehensive loss (65) (65)
Total stockholders' equity 65,901 74,769
Total liabilities and stockholders' equity $ 246,784 $ 234,534
v3.10.0.1
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Aug. 04, 2018
Feb. 03, 2018
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 11,621,012 11,616,500
Common stock, shares outstanding 11,621,012 11,616,500
v3.10.0.1
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Aug. 04, 2018
Jul. 29, 2017
Aug. 04, 2018
Jul. 29, 2017
Income Statement [Abstract]        
Net sales $ 63,128 $ 60,822 $ 117,642 $ 118,867
Cost of products sold 35,409 35,266 64,387 67,720
Gross profit 27,719 25,556 53,255 51,147
Selling, general and administrative expenses 30,143 34,416 60,043 68,200
Loss from operations (2,424) (8,860) (6,788) (17,053)
Interest expense, net 1,297 1,276 2,586 2,320
Other (income) expense, net 73 2 9 3
Loss before income taxes (3,794) (10,138) (9,383) (19,376)
Provision for income taxes 28 (4) 76 48
Net loss and comprehensive loss $ (3,822) $ (10,134) $ (9,459) $ (19,424)
Loss per share:        
Basic loss per share $ (0.33) $ (2.05) $ (0.81) $ (3.93)
Diluted loss per share $ (0.33) $ (2.05) $ (0.81) $ (3.93)
Weighted average shares outstanding:        
Basic 11,619,664 4,944,971 11,618,082 4,943,898
Diluted 11,619,664 4,944,971 11,618,082 4,943,898
v3.10.0.1
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
6 Months Ended
Aug. 04, 2018
Jul. 29, 2017
Operating activities    
Net loss $ (9,459) $ (19,424)
Add (deduct) items not affecting operating cash flows:    
Depreciation and amortization 4,100 4,891
Provision for inventories 107  
Loss on disposal of property and equipment 259  
Deferred rent (661) (480)
Share-based compensation expense 593 483
Other 490 442
Changes in assets and liabilities:    
Receivables, net (2,239) (8,603)
Inventories (12,802) (3,313)
Prepaid expenses and other current assets 123 (2,166)
Accounts payable and accrued expenses 5,973 (9,376)
Other assets and liabilities 80 (231)
Net cash used in operating activities (13,436) (37,777)
Investing activities    
Payments for capital expenditures (1,026) (2,716)
Net cash used in investing activities (1,026) (2,716)
Financing activities    
Proceeds from borrowings under the Revolving Credit Facility 105,062 149,998
Repayment of borrowings under the Revolving Credit Facility (86,562) (126,682)
Repayment of borrowings under the Term Loan Facility (4,000)  
Proceeds from stock option exercises and issuance of common stock under employee stock purchase plan   32
Financing fees (90) (15)
Net cash provided by financing activities 14,410 23,333
Decrease in cash, cash equivalents, and restricted cash (52) (17,160)
Cash, cash equivalents, and restricted cash, beginning of period 5,445 21,036
Cash, cash equivalents, and restricted cash, end of period 5,393 3,876
Supplemental Disclosures of Cash Flow Information    
Cash payments on Tax Receivable Agreement obligation 351  
Cash payments for interest 2,496 1,909
Cash payments for income taxes, net of refunds (11)  
Supplemental Disclosures of Non-Cash Investing and Financing Activities    
Capital expenditures in accounts payable and accrued liabilities $ 724 $ 29
v3.10.0.1
Description of Business and Basis of Presentation
6 Months Ended
Aug. 04, 2018
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 wide array of women’s and men’s ready-to-wear, shoes, and capsule collection of handbags, and home for a global lifestyle. 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. 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 3, 2018, as set forth in the 2017 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 4, 2018. 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) Reverse Stock Split: At the close of business on October 23, 2017, the Company effected a 1-for-10 reverse stock split (the “Reverse Stock Split”). The Company’s common stock began trading on a split-adjusted basis when the market opened on October 24, 2017. Pursuant to the Reverse Stock Split, every 10 shares of the Company’s issued and outstanding common stock were automatically converted into one share of common stock. No fractional shares were issued if, as a result of the Reverse Stock Split, a stockholder would otherwise have been entitled to a fractional share. Instead, each stockholder was entitled to receive a cash payment based on a pre-split cash in lieu rate of $0.48, which was the average closing price per share on the New York Stock Exchange for the five consecutive trading days immediately preceding October 23, 2017.

The number of authorized shares of common stock has also been reduced from 250,000,000 to 100,000,000. The Company had increased the number of authorized shares from 100,000,000 to 250,000,000 on September 6, 2017 in connection with the closing of the 2017 Rights Offering and related 2017 Investment Agreement (each as defined below) on September 8, 2017.

The accompanying financial statements and notes to the financial statements give retroactive effect to the Reverse Stock Split for all periods presented, unless otherwise noted. The calculation of basic and diluted net earnings (loss) per share, as presented in the condensed consolidated statements of operations, have been determined based on a retroactive adjustment of weighted average shares outstanding for all periods presented. To reflect the reverse stock split on shareholders’ equity, the Company reclassified an amount equal to the par value of the reduced shares from the common stock par value account to the additional paid in capital account, resulting in no net impact to shareholders' equity on the condensed consolidated balance sheets.

(D) 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 New 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.

On August 21, 2018, the Company refinanced its existing Term Loan Facility (as defined below) and Revolving Credit Facility (as defined below) by entering into a new senior secured term loan facility and a new senior secured revolving credit facility. All outstanding amounts under the existing facilities were repaid in full and those existing credit facilities were terminated. See Note 4 “Long-Term Debt and Financing Arrangements” and Note 12 “Subsequent Events” for additional information. The Company believes it will generate sufficient liquidity to fund its working capital and capital expenditure needs, meet its Tax Receivable Agreement obligations, and satisfy its debt maturities and covenants under the New Term Loan Facility (as defined below) and New Revolving Credit Facility for the next twelve months. While we believe based upon our actions to date that we will have sufficient liquidity for the next twelve months, there can be no assurances in the future that we will be able to generate sufficient cash flow from operations to meet our liquidity needs. The Company’s ability to continue to meet its obligations is dependent on its ability to generate positive cash flow from a combination of initiatives and failure to successfully implement these initiatives could have a material adverse effect on the Company’s liquidity and operations in which case the Company would need to implement alternative plans, such as attempting to obtain other financing, in an effort to satisfy our liquidity needs.

v3.10.0.1
Goodwill and Intangible Assets
6 Months Ended
Aug. 04, 2018
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 4, 2018

 

$

41,435

 

 

$

 

 

$

41,435

 

Balance as of February 3, 2018

 

$

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 4, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

11,970

 

 

$

(6,270

)

 

$

 

 

$

5,700

 

Indefinite-lived intangible asset:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tradename

 

 

101,850

 

 

 

 

 

 

(30,750

)

 

 

71,100

 

Total intangible assets

 

$

113,820

 

 

$

(6,270

)

 

$

(30,750

)

 

$

76,800

 

 

(in thousands)

 

Gross Amount

 

 

Accumulated Amortization

 

 

Accumulated Impairments

 

 

Net Book Value

 

Balance as of February 3, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

11,970

 

 

$

(5,971

)

 

$

 

 

$

5,999

 

Indefinite-lived intangible asset:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tradename

 

 

101,850

 

 

 

 

 

 

(30,750

)

 

 

71,100

 

Total intangible assets

 

$

113,820

 

 

$

(5,971

)

 

$

(30,750

)

 

$

77,099

 

 

Amortization of identifiable intangible assets was $149 and $150 for the three months ended August 4, 2018 and July 29, 2017, respectively and $299 and $300 for the six months ended August 4, 2018 and July 29, 2017. The estimated amortization expense for identifiable intangible assets is $599 for each fiscal year for the next five fiscal years.

v3.10.0.1
Fair Value Measurements
6 Months Ended
Aug. 04, 2018
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 4, 2018 or February 3, 2018. At August 4, 2018 and February 3, 2018, 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 $64,400 as of August 4, 2018 are at variable interest rates and management estimates that the fair value of the Company’s outstanding debt obligations was approximately $59,000 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.

v3.10.0.1
Long-Term Debt and Financing Arrangements
6 Months Ended
Aug. 04, 2018
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 4,

 

 

February 3,

 

(in thousands)

 

2018

 

 

2018

 

Term Loan Facility

 

$

29,000

 

 

$

33,000

 

Revolving Credit Facility

 

 

35,400

 

 

 

16,900

 

Total debt principal

 

 

64,400

 

 

 

49,900

 

Less: current portion of long-term debt

 

 

 

 

 

8,000

 

Less: deferred financing costs

 

 

816

 

 

 

1,218

 

Total long-term debt

 

$

63,584

 

 

$

40,682

 

 

On August 21, 2018, the Company refinanced its existing Term Loan Facility (as defined below) and Revolving Credit Facility (as defined below) by entering into a new $27,500 senior secured term loan facility and a new $80,000 senior secured revolving credit facility. All outstanding amounts under the existing facilities were repaid in full and those existing credit facilities were terminated. As the existing debt was refinanced subsequent to the balance sheet date but prior to the issuance of this report on Form 10-Q, the Company moved the current portion of the existing long-term debt to long-term debt. See Note 12 “Subsequent Events” for additional information on the New Term Loan Facility and the New Revolving Credit Facility.

 

Term Loan Facility

On November 27, 2013, 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 would have matured on November 27, 2019. Vince, LLC and Vince Intermediate were borrowers (together, the “Borrowers”) and VHC was a guarantor under the Term Loan Facility.

On June 30, 2017, the Borrowers entered into a Waiver, Consent and First Amendment (the “Term Loan Amendment”) which, among other things, (i) waived the Consolidated Net Total Leverage Ratio (as defined in the Term Loan Facility) covenant (as described below) for the test periods from July 2017 through and including April 2019; (ii) required the Borrowers, beginning with the payment due on or around January 2018, to pay a quarterly amortization payment of $3,000 for such fiscal quarter and $2,000 for each fiscal quarter thereafter, provided that there were not less than $15,000 of “availability” under the Revolving Credit Facility on a pro forma basis immediately before and after giving effect to such amortization payment; (iii) prohibited the Company from making any payments on the Tax Receivable Agreement (see Note 11 “Related Party Transactions” for further information) before the first amortization payment referenced above was made or if the Borrowers were not current on any of the foregoing amortization payments; (iv) increased the applicable margin by 2.0% per annum on all term loan borrowings; (v) required the Borrowers to pay a fee to consenting term lenders equal to 0.5% of the outstanding principal amount of such lender’s term loans as of the effective date of the Term Loan Amendment; (vi) eliminated the Borrower’s ability to designate subsidiaries as unrestricted and to make certain payments, restricted payments and investments with certain funds considered “available excess amount” (as defined in the Term Loan Facility); (vii) eliminated the uncommitted incremental facility; and (viii) limited certain intercompany transactions between a loan party and a non-loan party subsidiary. If the Company was unable to make the full amortization payment specified in (ii) above on any of the scheduled amortization payment dates, the Company was able to defer such payment for up to two fiscal quarters after such payment was due. Any subsequent payments made would have been first applied to any previously outstanding amounts. If the Company was unable to make the amortization payment after the permitted two fiscal quarter deferrals, it may have obtained a note from a third-party to repay such amount.  The note must have met certain terms and conditions as set forth in the Term Loan Amendment. The Term Loan Amendment became effective on September 8, 2017 when the Company received $30,000 of gross proceeds in connection with the 2017 Rights Offering and related 2017 Investment Agreement (see Note 11 “Related Party Transactions” for further details) and used a portion of such proceeds to repay $9,000 in principal amount under the Term Loan Facility.

Effective with the Term Loan Amendment, interest was 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 7.00% or (ii) the base rate applicable margin of 6.00%. During the continuance of a payment or bankruptcy event of default, interest would have accrued (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 required 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 maintained 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 contained 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 permitted 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 were at least two fiscal quarters in which no Specified Equity Contribution was made; (b) no more than five Specified Equity Contributions were made in the aggregate during the term of the Agreement; and (c) the amount of any Specified Equity Contribution was no greater than the amount required to cause the Company to be in compliance with this covenant. 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 as of January 28, 2017. In addition, during May and June 2017, the Company utilized $11,831 of the funds held by Vince Holding Corp. to make Specified Equity Contributions in connection with the calculation of the Consolidated Net Total Leverage Ratio as of April 29, 2017. As discussed above, the Term Loan Amendment waived the Consolidated Net Total Leverage Ratio covenant for the test periods from July 2017 through and including April 2019.

In addition, the Term Loan Facility contained 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 permitted dividends to the extent that no default or event of default was continuing or would have resulted from the contemplated dividend and the pro forma Consolidated Net Total Leverage Ratio after giving effect to such contemplated dividend was 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 were 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 material domestic restricted subsidiaries. As of August 4, 2018, after giving effect to the waiver described above, the Company was in compliance with applicable covenants.

Through August 4, 2018, on an inception to date basis, the Company had made repayments totaling $146,000 in the aggregate on the original $175,000 Term Loan Facility entered into on November 27, 2013 with $4,000 of such repayments made during the six months ended August 4, 2018. As of August 4, 2018, the Company had $29,000 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 was the borrower and VHC and Vince Intermediate were 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 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 Term Loan Facility have been paid in full, and extended the maturity date from November 27, 2018 to June 3, 2020.

On June 22, 2017, Vince, LLC entered into a second amendment to the Revolving Credit Facility, which among other things, increased availability under the borrowing base by (i) including in the borrowing base up to $5,000 of cash at Vince Holding Corp. so long as such cash was in a deposit account subject to “control” by the agent, (ii) temporarily increased the concentration limit for accounts due from a specified wholesale partner through July 31, 2017 and (iii) pursuant to a side letter, dated June 22, 2017, entered into between Vince LLC and BofA (the “LC Side Letter”), included in the borrowing base certain letters of credit (the “Specified LCs” as described under “Bank of Montreal Facility” below), issued for the benefit of BofA as credit support for the obligations outstanding under the Revolving Credit Facility. The LC Side Letter terminated when the Specified LCs were released, as described below. In addition, the second amendment changed the financial maintenance covenant in the Revolving Credit Facility from a springing minimum EBITDA covenant to a minimum excess availability covenant that must have been satisfied at all times. The new financial maintenance covenant required the loan parties to have excess availability of not less than the greater of 12.5% of the adjusted loan cap then in effect and $5,000. The second amendment also (x) increased the applicable margin on all borrowings of revolving loans by 0.5% per annum and (y) temporarily lowered the thresholds for what constituted a trigger event through August 15, 2017, such that a trigger event meant the greater of 12.5% of the adjusted loan cap then in effect and $5,000. Following August 15, 2017, the trigger event meant the greater of 15% of the adjusted loan cap then in effect and $6,000. The second amendment also changed the maturity date to the earlier of (a) June 3, 2020 (or a later date as applicable if the lender participates in any extension series) and (b) 120 days prior to the then scheduled maturity date of the Term Loan Facility to the extent that there were outstanding obligations under the Term Loan Facility on such date.

The Revolving Credit Facility also provided for a letter of credit sublimit of $25,000 (plus any increase in aggregate commitments) and an accordion option that allowed for an increase in aggregate commitments up to $20,000. Effective with the second amendment, interest was 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 1.75% to 2.25% for LIBOR loans or 0.75% to 1.75% for Base Rate loans, and in each case was subject to a pricing grid based on an average daily excess availability calculation. The “Base Rate” meant, 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 would have accrued at a rate of 2% in excess of the applicable non-default rate.

The Revolving Credit Facility also contained representations and warranties, other covenants and events of default that were 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 permitted dividends in the absence of any event of default (including any event of default that would have arose from the contemplated dividend), so long as (i) after giving pro forma effect to the contemplated dividend, for the following six months Excess Availability would have been 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 would have been greater than or equal to 1.0 to 1.0 (provided that the Consolidated Fixed Charge Coverage Ratio was 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 was at least the greater of 35% of the adjusted loan cap and $15,000).  As of August 4, 2018, the Company was in compliance with applicable financial covenants. The second amendment replaced and superseded all side letters previously entered into between Vince, LLC and BofA.

On March 28, 2018, Vince, LLC entered into a third amendment to the Revolving Credit Facility. In support of the Company’s previously announced wholesale distribution strategy, the third amendment modified the definition of “Eligible Trade Receivables” such that the applicable Concentration Limit for Accounts due from: (i) Nordstrom is 70% so long as Nordstrom’s credit rating is investment grade BBB- or higher by Standard & Poor’s Financial Services, LLC or Baa3 or higher by Moody’s Analytics, Inc and 50% at all other times; (ii) Neiman Marcus is 30%; and (iii) all other individual account debtors were 20%.

As of August 4, 2018, $23,723 was available under the Revolving Credit Facility, net of the amended loan cap, and there were $35,400 of borrowings outstanding and $7,230 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 August 4, 2018 was 4.1%.

As of February 3, 2018, $38,560 was available under the Revolving Credit Facility, net of the amended loan cap, and there were $16,900 of borrowings outstanding and $8,260 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 February 3, 2018 was 3.7%.

Bank of Montreal Facility

On June 22, 2017, Vince, LLC entered into a credit facility agreement with the Bank of Montreal to issue the Specified LCs (the “BMO LC Line”), as discussed under the Revolving Credit Facility above. The BMO LC Line was guaranteed by Sun Capital Fund V, L.P., an affiliate of Sun Capital Partners, Inc. The initial BMO LC Line was issued in the amount of $5,000. The maximum draw amount for all Specified LCs was $10,000. The BMO LC Line was unsecured but may have been secured subject to the terms of an intercreditor agreement between BofA and Bank of Montreal. BofA was permitted to draw on the Specified LCs upon the occurrence of certain events specified therein. In the event BofA drew on the Specified LCs upon the occurrence of a draw event, the loan would have been subject to certain customary terms and conditions pursuant to the applicable loan authorization document. The BMO LC Line also could have been released upon request by Vince, LLC so long as the Company had received at least $30,000 of cash proceeds from the 2017 Rights Offering, $15,000 of which must have been used to repay the principal amount of the outstanding loans under the Revolving Credit Facility (without permanent reduction of commitments) or the Excess Availability would have been greater than $10,000 after giving pro forma effect to the 2017 Rights Offering proceeds. The undrawn portion of the face amount of the Specified LCs was subject to a standard 3% annual fee. On October 31, 2017, at the request of the Company, the BMO LC Line was released upon satisfaction of the above release conditions.

v3.10.0.1
Inventory
6 Months Ended
Aug. 04, 2018
Inventory Disclosure [Abstract]  
Inventory

Note 5. Inventory

Inventories consisted of finished goods. As of August 4, 2018 and February 3, 2018, finished goods, net of reserves were $61,616 and $48,921, respectively.

v3.10.0.1
Share-Based Compensation
6 Months Ended
Aug. 04, 2018
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 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, as adjusted to reflect the Reverse Stock Split. 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 4, 2018, there were 474,404 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.

The consultancy agreements with the non-employee consultants ended in February 2017 and as a result, 17,659 shares were forfeited. In May 2017, the remaining 29,432 previously vested shares expired.

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 4, 2018, no shares of common stock were issued under the ESPP. During the six months ended July 29, 2017, 2,660 shares of common stock were issued under the ESPP, as adjusted to reflect the Reverse Stock Split. As of August 4, 2018, there were 94,979 shares available for future issuance under the ESPP, as adjusted to reflect the Reverse Stock Split.

Stock Options

A summary of stock option activity for both employees and non-employees for the six months ended August 4, 2018 is as follows:

 

 

 

Stock Options

 

 

Weighted Average Exercise Price

 

 

Weighted Average Remaining Contractual Term (years)

 

 

Aggregate Intrinsic Value

(in thousands)

 

Outstanding at February 3, 2018

 

 

170,757

 

 

$

42.23

 

 

 

8.1

 

 

$

32

 

Granted

 

 

 

 

$

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

$

 

 

 

 

 

 

 

 

 

Forfeited or expired1

 

 

(170,553

)

 

$

42.23

 

 

 

 

 

 

 

 

 

Outstanding at August 4, 2018

 

 

204

 

 

$

31.71

 

 

 

7.2

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested and exercisable at August 4, 2018

 

 

102

 

 

$

38.96

 

 

 

7.2

 

 

$

 

1 Includes 149,819 options that were exchanged as part of the Option Exchange.

Of the above outstanding shares, 102 are expected to vest.

Restricted Stock Units

A summary of restricted stock unit activity for the six months ended August 4, 2018 is as follows:

 

 

 

Restricted Stock Units

 

 

Weighted Average Grant Date Fair Value

 

Nonvested restricted stock units at February 3, 2018

 

 

13,236

 

 

$

29.19

 

Granted2

 

 

543,851

 

 

$

8.97

 

Vested

 

 

(4,784

)

 

$

34.16

 

Forfeited

 

 

(36,867

)

 

$

9.60

 

Nonvested restricted stock units at August 4, 2018

 

 

515,436

 

 

$

9.21

 

2 Includes 267,538 units that were granted as part of the Option Exchange.

Share-Based Compensation Expense

The Company recognized share-based compensation expense of $395 and $264, including expense of $35 and $78 respectively, related to non-employees, during the three months ended August 4, 2018 and July 29, 2017, respectively. The Company recognized share-based compensation expense of $593 and $483, including expense of $71 and $413 respectively, related to non-employees, during the six months ended August 4, 2018 and July 29, 2017, respectively.

v3.10.0.1
Earnings Per Share
6 Months Ended
Aug. 04, 2018
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.

At the close of business on October 23, 2017, the Company effected a 1-for-10 reverse stock split of its common stock. The calculation of basic and diluted net earnings (loss) per share, as presented in the condensed consolidated statements of operations, have been determined based on a retroactive adjustment of weighted average shares outstanding for all periods presented.

On September 8, 2017, in connection with the 2017 Rights Offering and related 2017 Investment Agreement, the Company issued an aggregate of 6,666,666 shares of its common stock as adjusted for the Reverse Stock Split. See Note 11 “Related Party Transactions” for additional information.

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

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

August 4,

 

 

July 29,

 

 

August 4,

 

 

July 29,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Weighted-average shares—basic

 

 

11,619,664

 

 

 

4,944,971

 

 

 

11,618,082

 

 

 

4,943,898

 

Effect of dilutive equity securities

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares—diluted

 

 

11,619,664

 

 

 

4,944,971

 

 

 

11,618,082

 

 

 

4,943,898

 

 

Because the Company incurred a net loss for the three and six months ended August 4, 2018 and July 29, 2017, weighted-average basic shares and weighted-average diluted shares outstanding are equal for these periods.

For the three months ended August 4, 2018 and July 29, 2017, 36,043 and 187,254 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.

For the six months ended August 4, 2018 and July 29, 2017, 90,361 and 198,648 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.

v3.10.0.1
Commitments and Contingencies
6 Months Ended
Aug. 04, 2018
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, 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. See Note 12 “Subsequent Events” for additional information.  

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.

v3.10.0.1
Recent Accounting Pronouncements
6 Months Ended
Aug. 04, 2018
New Accounting Pronouncements And Changes In Accounting Principles [Abstract]  
Recent Accounting Pronouncements

Note 9. Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In November 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-18, “Statement of cash flows (Topic 230): Restricted cash”. This guidance 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 Company adopted this guidance in the first quarter of fiscal 2018 using the retrospective transition method to each period presented. The Company’s restricted cash is reserved for payments for claims for its insurance program, which is included in prepaid expenses and other current assets on the Company’s condensed consolidated balance sheets. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets to the condensed consolidated statement of cash flows.

 

 

 

August 4,

 

 

February 3,

 

(in thousands)

 

2018

 

 

2018

 

Cash and cash equivalents

 

$

5,321

 

 

$

5,372

 

Restricted cash

 

72

 

 

73

 

Total Cash, cash equivalents, and restricted cash

 

$

5,393

 

 

$

5,445

 

 

Adoption of Accounting Standard Codification Topic 606, “Revenue from Contracts with Customers”

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers”.  This guidance on revenue recognition accounting 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. The Company adopted this guidance in the first quarter of fiscal 2018 using the modified retrospective cumulative effect transition method. Therefore, the comparative information has not been adjusted and continues to be reported under Topic 605. The impact to the financial statements of this adoption are primarily related to balance sheet reclassification, including amounts associated with the change in balance sheet classification of the sales returns reserves, with no material impact to the statement of operations and comprehensive loss as the Company’s existing revenue recognition policies are in line with the new guidance.  

 

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 4, 2018 and February 3, 2018, contract liability was $1,255 and $1,229, respectively.  For the three and six months ended August 4, 2018, the Company recognized $68 and $200 of revenue respectively that was previously included in contract liability as of February 3, 2018.

 

For the Company’s wholesale business, amounts billed to customers for shipping and handling costs are not material.  Such shipping and handling costs are accounted for as a fulfillment cost and are included in cost of products sold. Sales taxes that are collected by the Company from a customer are excluded from revenue.     

 

Sales are measured as the amount of consideration the Company expects to receive in exchange for transferring goods, which includes estimates for variable consideration. Variable consideration mainly includes discounts, chargebacks, markdown allowances, cooperative advertising programs, and sales returns. Estimated amounts of discounts, chargebacks, markdown allowances, cooperative advertising programs, and sales returns are accounted for as reductions of sales when the associated sale occurs. These estimated amounts are adjusted periodically based on changes in facts and circumstances when the changes become known. On the Company’s condensed consolidated balance sheet, reserves for sales returns are included within other accrued liabilities, rather than an offset to accounts receivable, net, and the value of inventory associated with reserves for sales returns are included in prepaid expenses and other current assets. The Company continues to estimate the amount of sales returns based on known trends and historical return rates.  

 

The following table summarize the impacts of adopting Topic 606 on the Company’s condensed consolidated balance sheet as of August 4, 2018.

 

 

 

Impact of changes in accounting standard

 

 

 

As

 

 

 

 

 

 

Balances without

 

(in thousands)

 

reported

 

 

Adjustments

 

 

adoption of Topic 606

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Trade receivables, net

 

 

22,999

 

 

 

(1,016

)

 

 

21,983

 

Prepaid expenses and other current assets

 

 

6,726

 

 

 

(1,031

)

 

 

5,695

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Other accrued expenses

 

 

8,938

 

 

 

(2,047

)

 

 

6,891

 

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02: “Leases (Topic 842)”, a new lease accounting standard. The guidance requires lessees to recognize right-of-use lease assets and lease liabilities on the balance sheet for those leases currently classified as operating leases. In July 2018, the FASB issued ASU 2018-11: “Leases (Topic 842): Targeted improvements” which provides companies with an additional transition method to apply the new guidance at the adoption date instead of the earliest period presented in the financial statements. The guidance is effective for interim and annual periods beginning after December 15, 2018. The Company plans to adopt the new guidance for its interim and annual reporting periods beginning February 3, 2019. The Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

v3.10.0.1
Segment Financial Information
6 Months Ended
Aug. 04, 2018
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 3, 2018 included in the 2017 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 4,

 

 

July 29,

 

 

August 4,

 

 

July 29,

 

(in thousands)

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Net Sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wholesale

 

$

37,844

 

 

$

39,250

 

 

$

66,339

 

 

$

74,657

 

Direct-to-consumer

 

 

25,284

 

 

 

21,572

 

 

 

51,303

 

 

 

44,210

 

Total net sales

 

$

63,128

 

 

$

60,822

 

 

$

117,642

 

 

$

118,867

 

Income (loss) before income taxes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wholesale

 

$

9,388

 

 

$

10,462

 

 

$

16,309

 

 

$

19,428

 

Direct-to-consumer

 

 

414

 

 

 

(1,782

)

 

 

1,652

 

 

 

(3,084

)

Subtotal

 

 

9,802

 

 

 

8,680

 

 

 

17,961

 

 

 

16,344

 

Unallocated corporate expenses

 

 

(12,226

)

 

 

(17,540

)

 

 

(24,749

)

 

 

(33,397

)

Interest expense, net

 

 

1,297

 

 

 

1,276

 

 

 

2,586

 

 

 

2,320

 

Other expense, net

 

 

73

 

 

 

2

 

 

 

9

 

 

 

3

 

Total income (loss) before income taxes

 

$

(3,794

)

 

$

(10,138

)

 

$

(9,383

)

 

$

(19,376

)

 

 

 

 

August 4,

 

 

February 3,

 

(in thousands)

 

2018

 

 

2018

 

Total Assets:

 

 

 

 

 

 

 

 

Wholesale

 

$

75,280

 

 

$

58,733

 

Direct-to-consumer

 

 

38,764

 

 

 

40,751

 

Unallocated corporate

 

 

132,740

 

 

 

135,050

 

Total assets

 

$

246,784

 

 

$

234,534

 

 

v3.10.0.1
Related Party Transactions
6 Months Ended
Aug. 04, 2018
Related Party Transactions [Abstract]  
Related Party Transactions

Note 11. Related Party Transactions

Sourcing Arrangement

On July 13, 2017, Vince, LLC (“Vince”), an indirect wholly-owned subsidiary of the Company, entered into an agreement (the “Sourcing Arrangement”) with Rebecca Taylor, Inc. (“RT”) relating to the purchase and resale of certain Vince branded finished goods (“Vince Goods”), whereby RT agreed to purchase Vince Goods from approved suppliers pursuant to purchase orders issued to such suppliers (each, a “RT Purchase Order”) at a price specified therein (a “RT Price”) and Vince agreed to purchase such Vince Goods from RT pursuant to purchase orders issued to RT (each, a “Vince Purchase Order”) at a price specified therein (a “Vince Price”). The Vince Price was at all times equal to 103.5% of the RT price.

Upon receipt of the Vince Purchase Order, RT issued the RT Purchase Order and a letter of credit was issued to the applicable supplier in the amount equal to the RT Price, which was subject to availability under RT’s credit facility.  When the Vince Goods were ready to be delivered, RT invoiced Vince in the amount equal to the Vince Price, which invoice was payable by Vince within two business days of receipt of the invoice, which payment term could have been extended by RT. In the event Vince failed to make timely payment for any Vince Goods, RT had the right to liquidate such goods in a manner and at a price it deemed appropriate in its sole discretion. 

The Sourcing Arrangement contained customary indemnification and representations and warranties. The Sourcing Arrangement could have been terminated by either party upon 60 days’ prior written notice to the other party. 

RT is owned by affiliates of Sun Capital Partners, Inc., whose affiliates owned approximately 73% of the outstanding common stock of the Company as of August 4, 2018. During the three and six months ended August 4, 2018, the Company has paid $0 and $29 respectively for orders placed under the Sourcing Arrangement. During the three and six months ended July 29, 2017, the Company had not yet paid for orders placed under the Sourcing Arrangement. No new orders have been placed under the Sourcing Arrangement since September 2017. On May 30, 2018, the Company terminated the Sourcing Arrangement with RT effective as of February 3, 2018. There were no early termination penalties incurred by the Company as a result of the termination.

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 4, 2018, 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. 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’ consolidate balance sheet.

Bank of Montreal Facility

On June 22, 2017, Vince, LLC entered into the BMO LC Line with the Bank of Montreal to issue Specified LCs for the benefit of BofA as credit support for the obligations outstanding under the Revolving Credit Facility with BofA. The BMO LC Line was guaranteed by Sun Capital Fund V, L.P., an affiliate of Sun Capital Partners. The initial BMO LC Line was issued in the amount of $5,000. The maximum draw amount for all Specified LCs was $10,000. The Specified LCs were never drawn upon and on October 31, 2017, at the request of the Company and upon the satisfaction of certain release conditions, the BMO LC Line was released.

2017 Investment Agreement and 2017 Rights Offering

On August 10, 2017, the Company entered into an Investment Agreement (the “2017 Investment Agreement”) with Sun Cardinal, LLC and SCSF Cardinal, LLC (collectively, the “Sun Cardinal Investors”) pursuant to which the Company agreed to issue and sell to the Sun Cardinal Investors, and the Sun Cardinal Investors agreed to purchase, an aggregate number of shares of the Company’s common stock equal to (x) $30,000 minus (y) the aggregate proceeds of the 2017 Rights Offering, at the 2017 Rights Offering subscription price per share (prior to adjustment for the Reverse Stock Split) of $0.45, subject to the terms and conditions set forth in the 2017 Investment Agreement (the “Backstop Commitment”). The 2017 Investment Agreement superseded the Rights Offering Commitment Letter, dated May 18, 2017, from Sun Capital Partners V, L.P.

On August 15, 2017, the Company commenced the 2017 Rights Offering, whereby the Company distributed, at no charge, to stockholders of record as of August 14, 2017 (the “2017 Rights Offering Record Date”), rights to purchase new shares of the Company’s common stock at $0.45 per share (prior to adjustment for the Reverse Stock Split). Each stockholder as of the Rights Offering Record Date (“2017 Rights Holders”) received one non-transferrable right to purchase 1.3475 shares for every share of common stock owned on the 2017 Rights Offering Record Date (the “subscription right”). 2017 Rights Holders who fully exercised their subscription rights were entitled to subscribe for additional shares that remained unsubscribed as a result of any unexercised subscription rights (the “over-subscription right”). The over-subscription right allowed a 2017 Rights Holder to subscribe for an additional amount equal to up to an aggregate of 9.99% of the Company’s outstanding shares of common stock after giving effect to the consummation of the transactions contemplated by the 2017 Rights Offering and the 2017 Investment Agreement, subject to certain limitations and pro rata allocations. Subscription rights could only be exercised for whole numbers of shares; no fractional shares of common stock were issued in the 2017 Rights Offering. The 2017 Rights Offering period expired on August 30, 2017 at 5:00 p.m. New York City time and the Company received subscriptions and oversubscriptions from its existing stockholders (including the Sun Cardinal Investors and their affiliates) resulting in aggregate gross proceeds of $21,976. Additionally, in accordance with the related 2017 Investment Agreement, the Company received $8,024 of gross proceeds from the Sun Cardinal Investors. In total, the Company received gross proceeds of $30,000 as a result of the 2017 Rights Offering and related 2017 Investment Agreement transactions and the Company issued 6,666,666 shares of its common stock.

The Company used a portion of the net proceeds received from the 2017 Rights Offering and related 2017 Investment Agreement to (1) repay $9,000 under the Company’s Term Loan Facility and (2) repay $15,000 under the Company’s Revolving Credit Facility, without a concurrent commitment reduction. The Company used the remaining net proceeds for general corporate purposes, except for $1,823 which was retained at VHC.

As of August 4, 2018, affiliates of Sun Capital Partners, Inc., including the Sun Cardinal Investors, collectively beneficially owned approximately 73% 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 August 4, 2018 and July 29, 2017, the Company incurred expenses of $10 and $12, respectively, under the Sun Capital Consulting Agreement. During the six months ended August 4, 2018 and July 29, 2017, the Company incurred expenses of $22 and $18, respectively, under this agreement.

v3.10.0.1
Subsequent Events
6 Months Ended
Aug. 04, 2018
Subsequent Events [Abstract]  
Subsequent Events

Note 12. Subsequent Events

 

On August 21, 2018, Vince, LLC entered into a new $27,500 senior secured term loan facility (the “New Term Loan Facility”) with Crystal Financial, LLC as administrative agent, collateral agent, and lender. On the same day, Vince, LLC also entered into a new $80,000 senior secured revolving credit facility (the “New Revolving Credit Facility”) with Citizens Bank, N.A. (“Citizens”) as administrative agent, collateral agent, and lender. Vince, LLC is a borrower and VHC and Vince Intermediate are guarantors under the New Term Loan Facility and the New Revolving Credit Facility. Using the proceeds from the new borrowings above and the Company’s existing working capital, all outstanding amounts under the Term Loan Facility of $29,146 including interest, and the Revolving Credit Facility of $40,689 including interest, were repaid in full and those credit facilities were terminated. The Company paid $2,229 of total fees and expenses associated with the New Term Loan Facility and the New Revolving Credit Facility.

 

New Term Loan Facility

 

The New Term Loan Facility is subject to quarterly amortization of principal equal to 2.5% of the original aggregate principal amount of the New Term Loan Facility, with the balance payable at final maturity. Interest is payable on loans under the New 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 New 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 New Term Loan Facility matures on the earlier of August 21, 2023 and maturity date of the New Revolving Credit Facility.

 

The New Term Loan Facility contains a requirement that Vince, LLC will maintain a Consolidated Fixed Charge Coverage Ratio (as defined in the credit agreement for the New 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 ending November 3, 2018, 1.00:1.00 for the fiscal quarters ending February 2, 2019, 1.20:1.00 for the fiscal quarter ending 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 New 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, 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 New 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 New 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 New Term Loan Facility is subject to a Borrowing Base (as defined in the credit agreement of the New Term Loan Facility) which can, under certain conditions result in the imposition of a reserve under the New Revolving Credit Facility.

 

The New Term Loan Facility also contains an Excess Cash Flow (as defined in the credit agreement for the New 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 New Term Loan Facility or the New 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 Form 10-K starting from fiscal year ending February 1, 2020.

 

New Revolving Credit Facility

 

The New 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 New 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 New Revolving Credit Facility matures on the earlier of August 21, 2023 and the maturity date of the New 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 New 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 a 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 New Revolving Credit Facility contains a requirement that, at any point when Excess Availability (as defined in the credit agreement for the New 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 New 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 New 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, 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 New 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).

 

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, 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. 

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.

v3.10.0.1
Description of Business and Basis of Presentation (Policies)
6 Months Ended
Aug. 04, 2018
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 wide array of women’s and men’s ready-to-wear, shoes, and capsule collection of handbags, and home for a global lifestyle. 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.

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 3, 2018, as set forth in the 2017 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 4, 2018. 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.

Reverse Stock Split

(C) Reverse Stock Split: At the close of business on October 23, 2017, the Company effected a 1-for-10 reverse stock split (the “Reverse Stock Split”). The Company’s common stock began trading on a split-adjusted basis when the market opened on October 24, 2017. Pursuant to the Reverse Stock Split, every 10 shares of the Company’s issued and outstanding common stock were automatically converted into one share of common stock. No fractional shares were issued if, as a result of the Reverse Stock Split, a stockholder would otherwise have been entitled to a fractional share. Instead, each stockholder was entitled to receive a cash payment based on a pre-split cash in lieu rate of $0.48, which was the average closing price per share on the New York Stock Exchange for the five consecutive trading days immediately preceding October 23, 2017.

The number of authorized shares of common stock has also been reduced from 250,000,000 to 100,000,000. The Company had increased the number of authorized shares from 100,000,000 to 250,000,000 on September 6, 2017 in connection with the closing of the 2017 Rights Offering and related 2017 Investment Agreement (each as defined below) on September 8, 2017.

The accompanying financial statements and notes to the financial statements give retroactive effect to the Reverse Stock Split for all periods presented, unless otherwise noted. The calculation of basic and diluted net earnings (loss) per share, as presented in the condensed consolidated statements of operations, have been determined based on a retroactive adjustment of weighted average shares outstanding for all periods presented. To reflect the reverse stock split on shareholders’ equity, the Company reclassified an amount equal to the par value of the reduced shares from the common stock par value account to the additional paid in capital account, resulting in no net impact to shareholders' equity on the condensed consolidated balance sheets.

Sources and Uses of Liquidity

(D) 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 New 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.

On August 21, 2018, the Company refinanced its existing Term Loan Facility (as defined below) and Revolving Credit Facility (as defined below) by entering into a new senior secured term loan facility and a new senior secured revolving credit facility. All outstanding amounts under the existing facilities were repaid in full and those existing credit facilities were terminated. See Note 4 “Long-Term Debt and Financing Arrangements” and Note 12 “Subsequent Events” for additional information. The Company believes it will generate sufficient liquidity to fund its working capital and capital expenditure needs, meet its Tax Receivable Agreement obligations, and satisfy its debt maturities and covenants under the New Term Loan Facility (as defined below) and New Revolving Credit Facility for the next twelve months. While we believe based upon our actions to date that we will have sufficient liquidity for the next twelve months, there can be no assurances in the future that we will be able to generate sufficient cash flow from operations to meet our liquidity needs. The Company’s ability to continue to meet its obligations is dependent on its ability to generate positive cash flow from a combination of initiatives and failure to successfully implement these initiatives could have a material adverse effect on the Company’s liquidity and operations in which case the Company would need to implement alternative plans, such as attempting to obtain other financing, in an effort to satisfy our liquidity needs.

Recent Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In November 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-18, “Statement of cash flows (Topic 230): Restricted cash”. This guidance 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 Company adopted this guidance in the first quarter of fiscal 2018 using the retrospective transition method to each period presented. The Company’s restricted cash is reserved for payments for claims for its insurance program, which is included in prepaid expenses and other current assets on the Company’s condensed consolidated balance sheets. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets to the condensed consolidated statement of cash flows.

 

 

 

August 4,

 

 

February 3,

 

(in thousands)

 

2018

 

 

2018

 

Cash and cash equivalents

 

$

5,321

 

 

$

5,372

 

Restricted cash

 

72

 

 

73

 

Total Cash, cash equivalents, and restricted cash

 

$

5,393

 

 

$

5,445

 

 

Adoption of Accounting Standard Codification Topic 606, “Revenue from Contracts with Customers”

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers”.  This guidance on revenue recognition accounting 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. The Company adopted this guidance in the first quarter of fiscal 2018 using the modified retrospective cumulative effect transition method. Therefore, the comparative information has not been adjusted and continues to be reported under Topic 605. The impact to the financial statements of this adoption are primarily related to balance sheet reclassification, including amounts associated with the change in balance sheet classification of the sales returns reserves, with no material impact to the statement of operations and comprehensive loss as the Company’s existing revenue recognition policies are in line with the new guidance.  

 

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 4, 2018 and February 3, 2018, contract liability was $1,255 and $1,229, respectively.  For the three and six months ended August 4, 2018, the Company recognized $68 and $200 of revenue respectively that was previously included in contract liability as of February 3, 2018.

 

For the Company’s wholesale business, amounts billed to customers for shipping and handling costs are not material.  Such shipping and handling costs are accounted for as a fulfillment cost and are included in cost of products sold. Sales taxes that are collected by the Company from a customer are excluded from revenue.     

 

Sales are measured as the amount of consideration the Company expects to receive in exchange for transferring goods, which includes estimates for variable consideration. Variable consideration mainly includes discounts, chargebacks, markdown allowances, cooperative advertising programs, and sales returns. Estimated amounts of discounts, chargebacks, markdown allowances, cooperative advertising programs, and sales returns are accounted for as reductions of sales when the associated sale occurs. These estimated amounts are adjusted periodically based on changes in facts and circumstances when the changes become known. On the Company’s condensed consolidated balance sheet, reserves for sales returns are included within other accrued liabilities, rather than an offset to accounts receivable, net, and the value of inventory associated with reserves for sales returns are included in prepaid expenses and other current assets. The Company continues to estimate the amount of sales returns based on known trends and historical return rates.  

 

The following table summarize the impacts of adopting Topic 606 on the Company’s condensed consolidated balance sheet as of August 4, 2018.

 

 

 

Impact of changes in accounting standard

 

 

 

As

 

 

 

 

 

 

Balances without

 

(in thousands)

 

reported

 

 

Adjustments

 

 

adoption of Topic 606

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Trade receivables, net

 

 

22,999

 

 

 

(1,016

)

 

 

21,983

 

Prepaid expenses and other current assets

 

 

6,726

 

 

 

(1,031

)

 

 

5,695

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Other accrued expenses

 

 

8,938

 

 

 

(2,047

)

 

 

6,891

 

Recently Issued Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02: “Leases (Topic 842)”, a new lease accounting standard. The guidance requires lessees to recognize right-of-use lease assets and lease liabilities on the balance sheet for those leases currently classified as operating leases. In July 2018, the FASB issued ASU 2018-11: “Leases (Topic 842): Targeted improvements” which provides companies with an additional transition method to apply the new guidance at the adoption date instead of the earliest period presented in the financial statements. The guidance is effective for interim and annual periods beginning after December 15, 2018. The Company plans to adopt the new guidance for its interim and annual reporting periods beginning February 3, 2019. The Company is currently evaluating the impact of adopting this guidance on the consolidated financial statements.

v3.10.0.1
Goodwill and Intangible Assets (Tables)
6 Months Ended
Aug. 04, 2018
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 4, 2018

 

$

41,435

 

 

$

 

 

$

41,435

 

Balance as of February 3, 2018

 

$

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 4, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

11,970

 

 

$

(6,270

)

 

$

 

 

$

5,700

 

Indefinite-lived intangible asset:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tradename

 

 

101,850

 

 

 

 

 

 

(30,750

)

 

 

71,100

 

Total intangible assets

 

$

113,820

 

 

$

(6,270

)

 

$

(30,750

)

 

$

76,800

 

 

(in thousands)

 

Gross Amount

 

 

Accumulated Amortization

 

 

Accumulated Impairments

 

 

Net Book Value

 

Balance as of February 3, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

11,970

 

 

$

(5,971

)

 

$

 

 

$

5,999

 

Indefinite-lived intangible asset:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tradename

 

 

101,850

 

 

 

 

 

 

(30,750

)

 

 

71,100

 

Total intangible assets

 

$

113,820

 

 

$

(5,971

)

 

$

(30,750

)

 

$

77,099

 

 

v3.10.0.1
Long-Term Debt and Financing Arrangements (Tables)
6 Months Ended
Aug. 04, 2018
Debt Disclosure [Abstract]  
Summary of Long-Term Debt

Long-term debt consisted of the following:

 

 

 

August 4,

 

 

February 3,

 

(in thousands)

 

2018

 

 

2018

 

Term Loan Facility

 

$

29,000

 

 

$

33,000

 

Revolving Credit Facility

 

 

35,400

 

 

 

16,900

 

Total debt principal

 

 

64,400

 

 

 

49,900

 

Less: current portion of long-term debt

 

 

 

 

 

8,000

 

Less: deferred financing costs

 

 

816

 

 

 

1,218

 

Total long-term debt

 

$

63,584

 

 

$

40,682

 

 

v3.10.0.1
Share-Based Compensation (Tables)
6 Months Ended
Aug. 04, 2018
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Summary of Stock Option Activity for Both Employees and Non-employees

A summary of stock option activity for both employees and non-employees for the six months ended August 4, 2018 is as follows:

 

 

 

Stock Options

 

 

Weighted Average Exercise Price

 

 

Weighted Average Remaining Contractual Term (years)

 

 

Aggregate Intrinsic Value

(in thousands)

 

Outstanding at February 3, 2018

 

 

170,757

 

 

$

42.23

 

 

 

8.1

 

 

$

32

 

Granted

 

 

 

 

$

 

 

 

 

 

 

 

 

 

Exercised

 

 

 

 

$

 

 

 

 

 

 

 

 

 

Forfeited or expired1

 

 

(170,553

)

 

$

42.23

 

 

 

 

 

 

 

 

 

Outstanding at August 4, 2018

 

 

204

 

 

$

31.71

 

 

 

7.2

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested and exercisable at August 4, 2018

 

 

102

 

 

$

38.96

 

 

 

7.2

 

 

$

 

1 Includes 149,819 options that were exchanged as part of the Option Exchange.

Schedule of Restricted Stock Units Activity

A summary of restricted stock unit activity for the six months ended August 4, 2018 is as follows:

 

 

 

Restricted Stock Units

 

 

Weighted Average Grant Date Fair Value

 

Nonvested restricted stock units at February 3, 2018

 

 

13,236

 

 

$

29.19

 

Granted2

 

 

543,851

 

 

$

8.97

 

Vested

 

 

(4,784

)

 

$

34.16

 

Forfeited

 

 

(36,867

)

 

$

9.60

 

Nonvested restricted stock units at August 4, 2018

 

 

515,436

 

 

$

9.21

 

2 Includes 267,538 units that were granted as part of the Option Exchange.

v3.10.0.1
Earnings Per Share (Tables)
6 Months Ended
Aug. 04, 2018
Earnings Per Share [Abstract]  
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

 

 

Six Months Ended

 

 

 

August 4,

 

 

July 29,

 

 

August 4,

 

 

July 29,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Weighted-average shares—basic

 

 

11,619,664

 

 

 

4,944,971

 

 

 

11,618,082

 

 

 

4,943,898

 

Effect of dilutive equity securities

 

 

 

 

 

 

 

 

 

 

 

 

Weighted-average shares—diluted

 

 

11,619,664

 

 

 

4,944,971

 

 

 

11,618,082

 

 

 

4,943,898

 

 

v3.10.0.1
Recent Accounting Pronouncements (Tables)
6 Months Ended
Aug. 04, 2018
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]  
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash

The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the condensed consolidated balance sheets to the condensed consolidated statement of cash flows.

 

 

 

August 4,

 

 

February 3,

 

(in thousands)

 

2018

 

 

2018

 

Cash and cash equivalents

 

$

5,321

 

 

$

5,372

 

Restricted cash

 

72

 

 

73

 

Total Cash, cash equivalents, and restricted cash

 

$

5,393

 

 

$

5,445

 

 

ASU 2014-09 [Member]  
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]  
Summarize the Impacts of Adopting Topic 606 on Condensed Consolidated Balance Sheet

The following table summarize the impacts of adopting Topic 606 on the Company’s condensed consolidated balance sheet as of August 4, 2018.

 

 

 

Impact of changes in accounting standard

 

 

 

As

 

 

 

 

 

 

Balances without

 

(in thousands)

 

reported

 

 

Adjustments

 

 

adoption of Topic 606

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

Trade receivables, net

 

 

22,999

 

 

 

(1,016

)

 

 

21,983

 

Prepaid expenses and other current assets

 

 

6,726

 

 

 

(1,031

)

 

 

5,695

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

Other accrued expenses

 

 

8,938

 

 

 

(2,047

)

 

 

6,891

 

 

v3.10.0.1
Segment Financial Information (Tables)
6 Months Ended
Aug. 04, 2018
Segment Reporting [Abstract]  
Summary of Reportable Segments Information

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

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

August 4,

 

 

July 29,

 

 

August 4,

 

 

July 29,

 

(in thousands)

 

2018

 

 

2017

 

 

2018

 

 

2017

 

Net Sales:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wholesale

 

$

37,844

 

 

$

39,250

 

 

$

66,339

 

 

$

74,657

 

Direct-to-consumer

 

 

25,284

 

 

 

21,572

 

 

 

51,303

 

 

 

44,210

 

Total net sales

 

$

63,128

 

 

$

60,822

 

 

$

117,642

 

 

$

118,867

 

Income (loss) before income taxes:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Wholesale

 

$

9,388

 

 

$

10,462

 

 

$

16,309

 

 

$

19,428

 

Direct-to-consumer

 

 

414

 

 

 

(1,782

)

 

 

1,652

 

 

 

(3,084

)

Subtotal

 

 

9,802

 

 

 

8,680

 

 

 

17,961

 

 

 

16,344

 

Unallocated corporate expenses

 

 

(12,226

)

 

 

(17,540

)

 

 

(24,749

)

 

 

(33,397

)

Interest expense, net

 

 

1,297

 

 

 

1,276

 

 

 

2,586

 

 

 

2,320

 

Other expense, net

 

 

73

 

 

 

2

 

 

 

9

 

 

 

3

 

Total income (loss) before income taxes

 

$

(3,794

)

 

$

(10,138

)

 

$

(9,383

)

 

$

(19,376

)

 

 

 

 

August 4,

 

 

February 3,

 

(in thousands)

 

2018

 

 

2018

 

Total Assets:

 

 

 

 

 

 

 

 

Wholesale

 

$

75,280

 

 

$

58,733

 

Direct-to-consumer

 

 

38,764

 

 

 

40,751

 

Unallocated corporate

 

 

132,740

 

 

 

135,050

 

Total assets

 

$

246,784

 

 

$

234,534

 

 

v3.10.0.1
Description of Business and Basis of Presentation - Additional Information (Detail)
6 Months Ended
Oct. 23, 2017
$ / shares
shares
Aug. 04, 2018
shares
Feb. 03, 2018
shares
Oct. 22, 2017
shares
Sep. 06, 2017
shares
Sep. 05, 2017
shares
Organization Consolidation And Presentation Of Financial Statements [Abstract]            
Reverse stock split ratio 0.10          
Reverse stock split, description   Pursuant to the Reverse Stock Split, every 10 shares of the Company’s issued and outstanding common stock were automatically converted into one share of common stock. No fractional shares were issued if, as a result of the Reverse Stock Split, a stockholder would otherwise have been entitled to a fractional share. Instead, each stockholder was entitled to receive a cash payment based on a pre-split cash in lieu rate of $0.48, which was the average closing price per share on the New York Stock Exchange for the five consecutive trading days immediately preceding October 23, 2017.        
Number of fractional shares 0          
Stock conversion cash in lieu of share, per share | $ / shares $ 0.48          
Trading days used for calculating stock conversion cash in lieu of share per share 5 days          
Common stock, shares authorized 100,000,000 100,000,000 100,000,000 250,000,000 250,000,000 100,000,000
v3.10.0.1
Goodwill and Intangible Assets - Summary of Goodwill Balances (Detail) - USD ($)
$ in Thousands
Aug. 04, 2018
Feb. 03, 2018
Goodwill [Line Items]    
Total Net Goodwill $ 41,435 $ 41,435
Wholesale [Member]    
Goodwill [Line Items]    
Total Net Goodwill $ 41,435 $ 41,435
v3.10.0.1
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Aug. 04, 2018
Jul. 29, 2017
Aug. 04, 2018
Jul. 29, 2017
Feb. 03, 2018
Goodwill And Intangible Assets Disclosure [Abstract]          
Accumulated impairments goodwill $ 69,253   $ 69,253   $ 69,253
Amortization of identifiable intangible assets 149 $ 150 299 $ 300  
Estimated amortization of identifiable intangible assets, year one 599   599    
Estimated amortization of identifiable intangible assets, year two 599   599    
Estimated amortization of identifiable intangible assets, year three 599   599    
Estimated amortization of identifiable intangible assets, year four 599   599    
Estimated amortization of identifiable intangible assets, year five $ 599   $ 599    
v3.10.0.1
Goodwill and Intangible Assets - Summary of Identifiable Intangible Assets (Detail) - USD ($)
$ in Thousands
Aug. 04, 2018
Feb. 03, 2018
Identifiable Intangible Assets [Line Items]    
Gross Amount $ 113,820 $ 113,820
Accumulated Amortization (6,270) (5,971)
Total Intangible assets, Accumulated impairments (30,750) (30,750)
Net Book Value 76,800 77,099
Tradename [Member]    
Identifiable Intangible Assets [Line Items]    
Gross Amount 101,850 101,850
Total Intangible assets, Accumulated impairments (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 (6,270) (5,971)
Net Book Value $ 5,700 $ 5,999
v3.10.0.1
Fair Value Measurements - Additional Information (Detail) - USD ($)
Aug. 04, 2018
Feb. 03, 2018
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 0 0
Total long-term debt principal 64,400,000 $ 49,900,000
Level 2 [Member]    
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]    
Fair value of outstanding debt $ 59,000,000  
v3.10.0.1
Long-Term Debt and Financing Arrangements - Summary of Long-Term Debt (Detail) - USD ($)
$ in Thousands
Aug. 04, 2018
Feb. 03, 2018
Nov. 27, 2013
Schedule of Capitalization, Long-term Debt [Line Items]      
Total debt principal $ 64,400 $ 49,900  
Less: current portion of long-term debt   8,000  
Less: deferred financing costs 816 1,218  
Total long-term debt 63,584 40,682  
Term Loan Facility [Member]      
Schedule of Capitalization, Long-term Debt [Line Items]      
Total debt principal 29,000 33,000 $ 175,000
Revolving Credit Facility [Member]      
Schedule of Capitalization, Long-term Debt [Line Items]      
Total debt principal $ 35,400 $ 16,900  
v3.10.0.1
Long-Term Debt and Financing Arrangements - Additional Information (Detail) - USD ($)
1 Months Ended 2 Months Ended 6 Months Ended 56 Months Ended
Aug. 21, 2018
Sep. 08, 2017
Jun. 30, 2017
Nov. 27, 2013
Apr. 29, 2017
Jun. 30, 2017
Aug. 04, 2018
Aug. 04, 2018
Feb. 03, 2018
Debt Instrument [Line Items]                  
Long-term debt             $ 64,400,000 $ 64,400,000 $ 49,900,000
Payments for term loan facility             4,000,000    
Funds utilized for equity contributions         $ 6,241,000 $ 11,831,000      
2017 Rights Offering and 2017 Investment Agreement [Member]                  
Debt Instrument [Line Items]                  
Gross proceeds from issuance of common stock   $ 30,000,000              
Term Loan Facility [Member]                  
Debt Instrument [Line Items]                  
Long-term debt       $ 175,000,000     29,000,000 29,000,000 $ 33,000,000
Debt instrument, maturity date       Nov. 27, 2019          
Quarterly amortization payment due around January 2018     $ 3,000,000            
Quarterly amortization payment for fiscal quarter thereafter     $ 2,000,000            
Applicable margin increased rate     2.00%            
Credit facility fee percentage     0.50%            
Credit facility amendment effective date   Sep. 08, 2017              
Payments for term loan facility   $ 9,000,000         $ 4,000,000 $ 146,000,000  
Percentage of excess cash flow             50.00%    
Term loan facility description             The Term Loan Facility required 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 maintained 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.    
Term Loan Facility [Member] | Interest Rate on Overdue Principal Amount [Member]                  
Debt Instrument [Line Items]                  
Variable rate percentage             2.00%    
Term Loan Facility [Member] | Eurodollar Rate [Member]                  
Debt Instrument [Line Items]                  
Variable rate percentage   7.00%              
Term Loan Facility [Member] | Interest Rate on Overdue Interest or Other Outstanding Amount [Member]                  
Debt Instrument [Line Items]                  
Variable rate percentage             2.00%    
Term Loan Facility [Member] | Base Rate [Member]                  
Debt Instrument [Line Items]                  
Variable rate percentage   6.00%              
Term Loan Facility [Member] | Minimum [Member]                  
Debt Instrument [Line Items]                  
Credit facility covenant availability amount     $ 15,000,000     $ 15,000,000      
Term Loan Facility [Member] | Minimum [Member] | Pro Forma [Member]                  
Debt Instrument [Line Items]                  
Total secured leverage ratio             0.25    
Term Loan Facility [Member] | Minimum [Member] | Eurodollar Rate [Member]                  
Debt Instrument [Line Items]                  
Debt instrument, accrued interest rate, percentage             1.00% 1.00%  
Term Loan Facility [Member] | Maximum [Member]                  
Debt Instrument [Line Items]                  
Total secured leverage ratio             3.25    
Vince, LLC [Member] | New Term Loan Facility [Member] | Subsequent Event [Member]                  
Debt Instrument [Line Items]                  
Long-term debt $ 27,500,000                
Debt instrument, maturity date Aug. 21, 2023                
Percentage of excess cash flow 50.00%                
Vince, LLC [Member] | New Term Loan Facility [Member] | Subsequent Event [Member] | Interest Rate on Overdue Principal Amount [Member]                  
Debt Instrument [Line Items]                  
Variable rate percentage 2.00%                
Vince, LLC [Member] | New Revolving Credit Facility [Member] | Subsequent Event [Member]                  
Debt Instrument [Line Items]                  
Maximum borrowing capacity $ 80,000,000                
Debt instrument, maturity date Aug. 21, 2023                
Vince, LLC and Vince Intermediate Holding, LLC [Member] | Term Loan Facility [Member]                  
Debt Instrument [Line Items]                  
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 2.50  
Net leverage ratio base for zero percent reduction             2.00 2.00  
v3.10.0.1
Long-Term Debt and Financing Arrangements - Additional Information 1 (Detail) - USD ($)
6 Months Ended
Aug. 16, 2017
Aug. 15, 2017
Jun. 22, 2017
Jun. 03, 2015
Aug. 04, 2018
Mar. 28, 2018
Feb. 03, 2018
Nov. 27, 2013
Line of Credit Facility [Line Items]                
Loan cap on revolving credit facility       $ 70,000,000        
Trade receivables, description         In support of the Company’s previously announced wholesale distribution strategy, the third amendment modified the definition of “Eligible Trade Receivables” such that the applicable Concentration Limit for Accounts due from: (i) Nordstrom is 70% so long as Nordstrom’s credit rating is investment grade BBB- or higher by Standard & Poor’s Financial Services, LLC or Baa3 or higher by Moody’s Analytics, Inc and 50% at all other times; (ii) Neiman Marcus is 30%; and (iii) all other individual account debtors were 20%.      
Nordstrom [Member] | BBB- or Higher by Standard & Poors or Baa3 or Higher by Moodys Analytics [Member]                
Line of Credit Facility [Line Items]                
Percentage of concentration limit for accounts due from           70.00%    
Nordstrom [Member] | All Other Times [Member]                
Line of Credit Facility [Line Items]                
Percentage of concentration limit for accounts due from           50.00%    
Neiman Marcus [Member]                
Line of Credit Facility [Line Items]                
Percentage of concentration limit for accounts due from           30.00%    
All Other Individual Account Debtors [Member]                
Line of Credit Facility [Line Items]                
Percentage of concentration limit for accounts due from           20.00%    
Revolving Credit Facility [Member]                
Line of Credit Facility [Line Items]                
Maximum deposit held in borrowing base     $ 5,000,000          
Credit Facility, covenant terms         The new financial maintenance covenant required the loan parties to have excess availability of not less than the greater of 12.5% of the adjusted loan cap then in effect and $5,000. The second amendment also (x) increased the applicable margin on all borrowings of revolving loans by 0.5% per annum and (y) temporarily lowered the thresholds for what constituted a trigger event through August 15, 2017, such that a trigger event meant the greater of 12.5% of the adjusted loan cap then in effect and $5,000. Following August 15, 2017, the trigger event meant the greater of 15% of the adjusted loan cap then in effect and $6,000.      
Percentage of loan greater than Excess Availability 15.00% 12.50% 12.50%          
Amount greater than Excess Availability $ 6,000,000 $ 5,000,000 $ 5,000,000          
Increase in applicable margin on all borrowings     0.50%          
Debt interest terms         Effective with the second amendment, interest was 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 1.75% to 2.25% for LIBOR loans or 0.75% to 1.75% for Base Rate loans, and in each case was subject to a pricing grid based on an average daily excess availability calculation. The “Base Rate” meant, 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%      
Line of credit facility percentage increase in interest rate in case of default       2.00%        
Consolidated Fixed Charge Coverage Ratio         1.0      
Amount available under the Revolving Credit Facility         $ 23,723,000   $ 38,560,000  
Amount outstanding under the credit facility         35,400,000   16,900,000  
Letters of credit amount outstanding         $ 7,230,000   $ 8,260,000  
Weighted average interest rate for borrowings outstanding         4.10%   3.70%  
Revolving Credit Facility [Member] | Excess Availability Greater than 35% [Member]                
Line of Credit Facility [Line Items]                
Percentage of Excess Availability greater than loan         35.00%      
Pro Forma Excess Availability         $ 15,000,000      
Revolving Credit Facility [Member] | Pro Forma [Member]                
Line of Credit Facility [Line Items]                
Percentage of Excess Availability greater than loan         20.00%      
Pro Forma Excess Availability         $ 10,000,000      
Revolving Credit Facility [Member] | Maximum [Member]                
Line of Credit Facility [Line Items]                
Letters of credit sublimit amount       $ 25,000,000        
Increase in aggregate commitments amount       $ 20,000,000        
Revolving Credit Facility [Member] | Federal Funds Rate [Member]                
Line of Credit Facility [Line Items]                
Variable rate percentage       0.50%        
Revolving Credit Facility [Member] | LIBOR [Member]                
Line of Credit Facility [Line Items]                
Variable rate percentage       1.00%        
Revolving Credit Facility [Member] | LIBOR [Member] | Maximum [Member]                
Line of Credit Facility [Line Items]                
Variable rate percentage       2.25%        
Revolving Credit Facility [Member] | LIBOR [Member] | Minimum [Member]                
Line of Credit Facility [Line Items]                
Variable rate percentage       1.75%        
Revolving Credit Facility [Member] | Base Rate [Member] | Maximum [Member]                
Line of Credit Facility [Line Items]                
Variable rate percentage       1.75%        
Revolving Credit Facility [Member] | Base Rate [Member] | Minimum [Member]                
Line of Credit Facility [Line Items]                
Variable rate percentage       0.75%        
Senior Secured Revolving Credit Facility Due November 27, 2018 [Member]                
Line of Credit Facility [Line Items]                
Maximum borrowing capacity               $ 50,000,000
Revolving credit facility maturity date       Nov. 27, 2018        
Senior Secured Revolving Credit Facility Due June 3, 2020 [Member]                
Line of Credit Facility [Line Items]                
Maximum borrowing capacity       $ 80,000,000        
Revolving credit facility maturity date       Jun. 03, 2020        
Senior Secured Revolving Credit Facility Due June 3, 2020 [Member] | Revolving Credit Facility [Member]                
Line of Credit Facility [Line Items]                
Revolving credit facility maturity date     Jun. 03, 2020          
Revolving credit facility maturity date, description         The second amendment also changed the maturity date to the earlier of (a) June 3, 2020 (or a later date as applicable if the lender participates in any extension series) and (b) 120 days prior to the then scheduled maturity date of the Term Loan Facility to the extent that there were outstanding obligations under the Term Loan Facility on such date.      
v3.10.0.1
Long-Term Debt and Financing Arrangements - Additional Information 2 (Detail) - USD ($)
6 Months Ended
Sep. 08, 2017
Jun. 22, 2017
Aug. 04, 2018
Jul. 29, 2017
Line of Credit Facility [Line Items]        
Repayment of outstanding indebtedness     $ 86,562,000 $ 126,682,000
2017 Rights Offering and 2017 Investment Agreement [Member]        
Line of Credit Facility [Line Items]        
Gross proceeds from issuance of common stock $ 30,000,000      
Bank Of Montreal Facility [Member]        
Line of Credit Facility [Line Items]        
Credit facility current borrowing amount   $ 5,000,000    
Maximum borrowing capacity   $ 10,000,000    
Credit facility fee percentage   3.00%    
Bank Of Montreal Facility [Member] | Minimum [Member]        
Line of Credit Facility [Line Items]        
Pro Forma Excess Availability   $ 10,000,000    
Bank Of Montreal Facility [Member] | 2017 Rights Offering and 2017 Investment Agreement [Member] | Minimum [Member]        
Line of Credit Facility [Line Items]        
Gross proceeds from issuance of common stock 30,000,000      
Revolving Credit Facility [Member]        
Line of Credit Facility [Line Items]        
Repayment of outstanding indebtedness 15,000,000      
Revolving Credit Facility [Member] | Bank Of Montreal Facility [Member]        
Line of Credit Facility [Line Items]        
Repayment of outstanding indebtedness $ 15,000,000      
v3.10.0.1
Inventory - Additional Information (Detail) - USD ($)
$ in Thousands
Aug. 04, 2018
Feb. 03, 2018
Inventory Disclosure [Abstract]    
Finished goods, net of reserves $ 61,616 $ 48,921
v3.10.0.1
Share-Based Compensation - Additional Information (Detail) - USD ($)
1 Months Ended 3 Months Ended 6 Months Ended
Apr. 26, 2018
May 31, 2018
May 31, 2017
Feb. 28, 2017
Aug. 04, 2018
Jul. 29, 2017
Aug. 04, 2018
Jul. 29, 2017
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Stock options, expected to vest         102   102  
Share-based compensation expense         $ 395,000 $ 264,000 $ 593,000 $ 483,000
Non-employee Consultants [Member]                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Number of shares forfeited       17,659        
Number of vested shares expired     29,432          
Non-employees [Member]                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Allocated share-based compensation expense (income)         $ 35,000 $ 78,000 $ 71,000 $ 413,000
Restricted Stock Units (RSUs) [Member]                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Stock options granted             543,851  
Weighted average grant date fair value             $ 8.97  
Vince 2013 Incentive Plan [Member]                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Stock options granted pursuant to the plan, description             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  
Additional shares of common stock available for issuance   660,000            
Number of shares forfeited             149,819  
Vince 2013 Incentive Plan [Member] | Employee Stock Option [Member]                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Vesting period             4 years  
Vince 2013 Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member]                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Number of shares forfeited 149,819              
Exchange ratio of stock option description             1-to-1.7857  
Exchange ratio of stock option 178.57%              
Tender offer expiration date May 24, 2018              
Tender offer expiration date description             This tender offer expired on 11:59 p.m. Eastern Time on May 24, 2018 (the “Offer Expiration Date”).  
Stock options granted 267,538           267,538  
Weighted average grant date fair value $ 9.15              
Vince 2013 Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | Tranche One [Member]                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Vesting percentage of options granted 10.00%              
Vesting date of options granted Apr. 19, 2019              
Vince 2013 Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | Tranche Two [Member]                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Vesting percentage of options granted 20.00%              
Vesting date of options granted Apr. 17, 2020              
Vince 2013 Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | Tranche Three [Member]                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Vesting percentage of options granted 25.00%              
Vesting date of options granted Apr. 16, 2021              
Vince 2013 Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | Tranche Four [Member]                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Vesting percentage of options granted 45.00%              
Vesting date of options granted Apr. 15, 2022              
Employee Stock Purchase Plan [Member]                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Employees contribution, maximum percentage of base compensation         10.00%   10.00%  
Maximum contribution per employee             $ 10,000  
Percentage of fair market value as purchase price of stock             90.00%  
Shares of common stock issued             0 2,660
Shares available for future issuance         94,979   94,979  
Maximum [Member] | Vince 2013 Incentive Plan [Member]                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Number of shares authorized         1,000,000   1,000,000  
Number of shares available for future grants         474,404   474,404  
Share based compensation, award expiration period             10 years  
Maximum [Member] | Vince 2013 Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member]                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Vesting period             4 years  
Minimum [Member] | Vince 2013 Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member]                
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]                
Vesting period             3 years  
v3.10.0.1
Share-Based Compensation - Summary of Stock Option Activity for Both Employees and Non-employees (Detail) - USD ($)
$ / shares in Units, $ in Thousands
6 Months Ended 12 Months Ended
Aug. 04, 2018
Feb. 03, 2018
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]    
Stock Options, Outstanding at beginning of period 170,757  
Stock Options, Forfeited or expired (170,553)  
Stock Options, Outstanding at end of period 204 170,757
Stock Options, Vested and exercisable at August 4, 2018 102  
Weighted Average Exercise Price, Outstanding at beginning of period $ 42.23  
Weighted Average Exercise Price, Forfeited or expired 42.23  
Weighted Average Exercise Price, Outstanding at end of period 31.71 $ 42.23
Weighted Average Exercise Price, Vested and exercisable at August 4, 2018 $ 38.96  
Weighted Average Remaining Contractual Term (years), Outstanding 7 years 2 months 12 days 8 years 1 month 6 days
Weighted Average Remaining Contractual Term (years), Outstanding, Vested and exercisable at August 4, 2018 7 years 2 months 12 days  
Aggregate Intrinsic Value, Outstanding   $ 32
Aggregate Intrinsic Value, Vested and exercisable at August 4, 2018 $ 0  
v3.10.0.1
Share-Based Compensation - Summary of Stock Option Activity for Both Employees and Non-employees (Parenthetical) (Detail)
6 Months Ended
Aug. 04, 2018
shares
Vince 2013 Incentive Plan [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Stock Options, Forfeited or expired 149,819
v3.10.0.1
Share-Based Compensation - Schedule of Restricted Stock Units Activity (Detail) - Restricted Stock Units (RSUs) [Member]
6 Months Ended
Aug. 04, 2018
$ / shares
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Restricted Stock Units, Nonvested restricted stock units at February 3, 2018 | shares 13,236
Restricted Stock Units, Granted | shares 543,851
Restricted Stock Units, Vested | shares (4,784)
Restricted Stock Units, Forfeited | shares (36,867)
Restricted Stock Units, Nonvested restricted stock units at August 4, 2018 | shares 515,436
Weighted Average Grant Date Fair Value, Nonvested restricted stock units at February 28, 2018 | $ / shares $ 29.19
Weighted Average Grant Date Fair Value, Granted | $ / shares 8.97
Weighted Average Grant Date Fair Value, Vested | $ / shares 34.16
Weighted Average Grant Date Fair Value, Forfeited | $ / shares 9.60
Weighted Average Grant Date Fair Value, Nonvested restricted stock units at August 4, 2018 | $ / shares $ 9.21
v3.10.0.1
Share-Based Compensation - Schedule of Restricted Stock Units Activity (Parenthetical) (Detail) - Restricted Stock Units (RSUs) [Member] - shares
6 Months Ended
Apr. 26, 2018
Aug. 04, 2018
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Restricted Stock Units, Granted   543,851
Vince 2013 Incentive Plan [Member]    
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Restricted Stock Units, Granted 267,538 267,538
v3.10.0.1
Earnings Per Share - Additional Information (Detail)
3 Months Ended 6 Months Ended
Oct. 23, 2017
Sep. 08, 2017
shares
Aug. 04, 2018
shares
Jul. 29, 2017
shares
Aug. 04, 2018
shares
Jul. 29, 2017
shares
Earnings Per Share Diluted [Line Items]            
Reverse stock split ratio 0.10          
Number of anti-dilutive securities     36,043 187,254 90,361 198,648
2017 Rights Offering and 2017 Investment Agreement [Member] | Prior to Reverse Stock Split [Member]            
Earnings Per Share Diluted [Line Items]            
Common stock issuance, shares   6,666,666        
Common Stock [Member]            
Earnings Per Share Diluted [Line Items]            
Reverse stock split ratio 0.10          
v3.10.0.1
Earnings Per Share - Schedule of Reconciliation of Weighted Average Basic Shares to Weighted Average Diluted Shares Outstanding (Detail) - shares
3 Months Ended 6 Months Ended
Aug. 04, 2018
Jul. 29, 2017
Aug. 04, 2018
Jul. 29, 2017
Earnings Per Share [Abstract]        
Weighted-average shares—basic 11,619,664 4,944,971 11,618,082 4,943,898
Weighted-average shares—diluted 11,619,664 4,944,971 11,618,082 4,943,898
v3.10.0.1
Recent Accounting Pronouncements - Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Detail) - USD ($)
$ in Thousands
Aug. 04, 2018
Feb. 03, 2018
Jul. 29, 2017
Jan. 28, 2017
New Accounting Pronouncements And Changes In Accounting Principles [Abstract]        
Cash and cash equivalents $ 5,321 $ 5,372    
Restricted cash 72 73    
Total Cash, cash equivalents, and restricted cash $ 5,393 $ 5,445 $ 3,876 $ 21,036
v3.10.0.1
Recent Accounting Pronouncements - Additional Information (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Aug. 04, 2018
Aug. 04, 2018
Feb. 03, 2018
Contract With Customer Liability [Abstract]      
Contract liability $ 1,255 $ 1,255 $ 1,229
Revenue recognized included in contract liability $ 68 $ 200  
v3.10.0.1
Recent Accounting Pronouncements - Summarize the Impacts of Adopting Topic 606 on Condensed Consolidated Balance Sheet (Detail) - USD ($)
$ in Thousands
Aug. 04, 2018
Feb. 03, 2018
Assets    
Trade receivables, net $ 22,999 $ 20,760
Prepaid expenses and other current assets 6,726 6,521
Liabilities    
Other accrued expenses 8,938 $ 7,906
Adjustments [Member] | ASU 2014-09 [Member]    
Assets    
Trade receivables, net (1,016)  
Prepaid expenses and other current assets (1,031)  
Liabilities    
Other accrued expenses (2,047)  
Balances Without Adoption of Topic 606 [Member] | ASU 2014-09 [Member]    
Assets    
Trade receivables, net 21,983  
Prepaid expenses and other current assets 5,695  
Liabilities    
Other accrued expenses $ 6,891  
v3.10.0.1
Segment Financial Information - Additional Information (Detail)
6 Months Ended
Aug. 04, 2018
Segments
Segment Reporting [Abstract]  
Number of reportable segments 2
v3.10.0.1
Segment Financial Information - Summary of Reportable Segments Information (Detail) - USD ($)
$ in Thousands
3 Months Ended 6 Months Ended
Aug. 04, 2018
Jul. 29, 2017
Aug. 04, 2018
Jul. 29, 2017
Segment Reporting Information [Line Items]        
Net sales $ 63,128 $ 60,822 $ 117,642 $ 118,867
Income (loss) before income taxes (3,794) (10,138) (9,383) (19,376)
Interest expense, net 1,297 1,276 2,586 2,320
Other expense, net 73 2 9 3
Operating Segments [Member]        
Segment Reporting Information [Line Items]        
Income (loss) before income taxes 9,802 8,680 17,961 16,344
Operating Segments [Member] | Wholesale [Member]        
Segment Reporting Information [Line Items]        
Net sales 37,844 39,250 66,339 74,657
Income (loss) before income taxes 9,388 10,462 16,309 19,428
Operating Segments [Member] | Direct-to-Consumer [Member]        
Segment Reporting Information [Line Items]        
Net sales 25,284 21,572 51,303 44,210
Income (loss) before income taxes 414 (1,782) 1,652 (3,084)
Unallocated Corporate Expenses [Member]        
Segment Reporting Information [Line Items]        
Income (loss) before income taxes $ (12,226) $ (17,540) $ (24,749) $ (33,397)
v3.10.0.1
Segment Financial Information - Summary of Assets by Reportable Segments (Detail) - USD ($)
$ in Thousands
Aug. 04, 2018
Feb. 03, 2018
Segment Reporting Information [Line Items]    
Assets $ 246,784 $ 234,534
Operating Segments [Member] | Wholesale [Member]    
Segment Reporting Information [Line Items]    
Assets 75,280 58,733
Operating Segments [Member] | Direct-to-Consumer [Member]    
Segment Reporting Information [Line Items]    
Assets 38,764 40,751
Unallocated Corporate [Member]    
Segment Reporting Information [Line Items]    
Assets $ 132,740 $ 135,050
v3.10.0.1
Related Party Transactions - Additional Information (Detail)
3 Months Ended 6 Months Ended 11 Months Ended 56 Months Ended
May 30, 2018
Sep. 08, 2017
USD ($)
shares
Aug. 15, 2017
USD ($)
$ / shares
shares
Jun. 03, 2015
Nov. 27, 2013
Aug. 04, 2018
USD ($)
Jul. 29, 2017
USD ($)
Aug. 04, 2018
USD ($)
Jul. 29, 2017
USD ($)
Aug. 04, 2018
USD ($)
Order
Aug. 04, 2018
USD ($)
Aug. 10, 2017
USD ($)
$ / shares
Jun. 22, 2017
USD ($)
Related Party Transaction [Line Items]                          
Payment under Tax Receivable Agreements               $ 351,000          
Payments for term loan facility               4,000,000          
Repayment of outstanding indebtedness               86,562,000 $ 126,682,000        
Term Loan Facility [Member]                          
Related Party Transaction [Line Items]                          
Payments for term loan facility   $ 9,000,000           $ 4,000,000     $ 146,000,000    
Revolving Credit Facility [Member]                          
Related Party Transaction [Line Items]                          
Repayment of outstanding indebtedness   15,000,000                      
2017 Rights Offering [Member]                          
Related Party Transaction [Line Items]                          
Subscription price | $ / shares     $ 0.45                    
Non-transferrable number of shares purchase rights for each share owned | shares     1.3475                    
Percentage of number of shares pursuant to over subscription     9.99%                    
Fractional shares of common stock issued in rights offering | shares     0                    
Offering period expiration date     Aug. 30, 2017                    
Gross proceeds from issuance of stock   21,976,000                      
2017 Rights Offering and 2017 Investment Agreement [Member]                          
Related Party Transaction [Line Items]                          
Gross proceeds from issuance of common stock   $ 30,000,000                      
2017 Rights Offering and 2017 Investment Agreement [Member] | Prior to Reverse Stock Split [Member]                          
Related Party Transaction [Line Items]                          
Common stock, shares issued | shares   6,666,666                      
Bank Of Montreal Facility [Member]                          
Related Party Transaction [Line Items]                          
Credit facility current borrowing amount                         $ 5,000,000
Maximum borrowing capacity                         $ 10,000,000
Bank Of Montreal Facility [Member] | Revolving Credit Facility [Member]                          
Related Party Transaction [Line Items]                          
Repayment of outstanding indebtedness   $ 15,000,000                      
LIBOR [Member] | Revolving Credit Facility [Member]                          
Related Party Transaction [Line Items]                          
Agreed basis spread on variable rate per annum on deferred payment       1.00%                  
Vince Holding Corp. [Member] | 2017 Rights Offering and 2017 Investment Agreement [Member]                          
Related Party Transaction [Line Items]                          
Funds remaining after equity contribution     $ 1,823,000                    
Tax Receivable Agreement [Member]                          
Related Party Transaction [Line Items]                          
Date of expiration of related party transaction agreement               Dec. 31, 2023          
Rebecca Taylor, Inc. [Member] | Sourcing Arrangement [Member]                          
Related Party Transaction [Line Items]                          
Date of related party transaction agreement               Jul. 13, 2017          
Percentage of Vince price on RT price               103.50%          
Number of business days to settle invoice               2 days          
Termination period upon prior written notice to other party               60 days          
Related party transaction, amounts paid for orders placed           $ 0 $ 0 $ 29,000 0        
Number of new orders placed | Order                   0      
Agreement terminated date May 30, 2018                        
Early termination penalties               $ 0          
Affiliates of Sun Capital Partners, Inc. [Member] | Vince Holding Corp. [Member]                          
Related Party Transaction [Line Items]                          
Common stock ownership percentage by affiliates           73.00%   73.00%   73.00% 73.00%    
Pre-IPO Stockholders [Member] | Tax Receivable Agreement [Member]                          
Related Party Transaction [Line Items]                          
Aggregate reduction in taxes payable percentage         85.00%                
Total obligation under Tax Receivable Agreement           $ 58,273,000   $ 58,273,000   $ 58,273,000 $ 58,273,000    
Payment under Tax Receivable Agreements               $ 351,000          
Pre-IPO Stockholders [Member] | Tax Receivable Agreement [Member] | LIBOR [Member]                          
Related Party Transaction [Line Items]                          
Default basis spread on variable rate per annum on deferred payment               5.00%          
Agreed basis spread on variable rate per annum on deferred payment               2.00%          
Sun Cardinal Investors [Member] | 2017 Investment Agreement [Member]                          
Related Party Transaction [Line Items]                          
Gross proceeds from issuance of stock   $ 8,024,000                      
Sun Cardinal Investors [Member] | 2017 Investment Agreement and 2017 Rights Offering [Member]                          
Related Party Transaction [Line Items]                          
Common stock subscription value                       $ 30,000,000  
Subscription price | $ / shares                       $ 0.45  
Affiliates of Sun Capital Partners, Inc., including Sun Cardinal Investors [Member] | Vince Holding Corp. [Member]                          
Related Party Transaction [Line Items]                          
Common stock ownership percentage by affiliates           73.00%   73.00%   73.00% 73.00%    
Sun Capital Consulting Agreement [Member]                          
Related Party Transaction [Line Items]                          
Date of related party transaction agreement               Nov. 27, 2013          
Reimbursement of expenses incurred           $ 10,000 $ 12,000 $ 22,000 $ 18,000        
v3.10.0.1
Subsequent Events - Additional Information (Detail)
6 Months Ended
Aug. 21, 2018
USD ($)
Sep. 08, 2017
USD ($)
Jun. 03, 2015
USD ($)
Nov. 27, 2013
USD ($)
Aug. 04, 2018
USD ($)
Jul. 29, 2017
USD ($)
May 02, 2020
Feb. 01, 2020
Nov. 02, 2019
Aug. 03, 2019
May 04, 2019
Feb. 02, 2019
Nov. 03, 2018
Feb. 03, 2018
USD ($)
Aug. 16, 2017
Aug. 15, 2017
Jun. 22, 2017
Subsequent Event [Line Items]                                  
Total long-term debt principal         $ 64,400,000                 $ 49,900,000      
Repayment of outstanding indebtedness         86,562,000 $ 126,682,000                      
Borrowings incurred         105,062,000 $ 149,998,000                      
Term Loan Facility [Member]                                  
Subsequent Event [Line Items]                                  
Total long-term debt principal       $ 175,000,000 $ 29,000,000                 33,000,000      
Debt instrument, maturity date       Nov. 27, 2019                          
Percentage of excess cash flow         50.00%                        
Term Loan Facility [Member] | Interest Rate on Overdue Principal Amount [Member]                                  
Subsequent Event [Line Items]                                  
Variable rate percentage         2.00%                        
Revolving Credit Facility [Member]                                  
Subsequent Event [Line Items]                                  
Total long-term debt principal         $ 35,400,000                 16,900,000      
Repayment of outstanding indebtedness   $ 15,000,000                              
Consolidated Fixed Charge Coverage Ratio         1.0                        
Available borrowings         $ 23,723,000                 $ 38,560,000      
Line of credit facility percentage increase in interest rate in case of default     2.00%                            
Percentage of loan greater than Excess Availability                             15.00% 12.50% 12.50%
Revolving Credit Facility [Member] | Pro Forma [Member]                                  
Subsequent Event [Line Items]                                  
Percentage of Excess Availability greater than loan         20.00%                        
Pro Forma Excess Availability         $ 10,000,000                        
Revolving Credit Facility [Member] | LIBOR [Member]                                  
Subsequent Event [Line Items]                                  
Variable rate percentage     1.00%                            
Revolving Credit Facility [Member] | Federal Funds Rate [Member]                                  
Subsequent Event [Line Items]                                  
Variable rate percentage     0.50%                            
Revolving Credit Facility [Member] | Minimum [Member] | LIBOR [Member]                                  
Subsequent Event [Line Items]                                  
Variable rate percentage     1.75%                            
Revolving Credit Facility [Member] | Maximum [Member]                                  
Subsequent Event [Line Items]                                  
Letters of credit sublimit amount     $ 25,000,000                            
Increase in aggregate commitments amount     $ 20,000,000                            
Revolving Credit Facility [Member] | Maximum [Member] | LIBOR [Member]                                  
Subsequent Event [Line Items]                                  
Variable rate percentage     2.25%                            
Vince, LLC [Member] | New Term Loan Facility [Member] | Scenario, Forecast                                  
Subsequent Event [Line Items]                                  
Consolidated Fixed Charge Coverage Ratio             1.75 1.50 1.50 1.35 1.20 1.00          
Vince, LLC [Member] | New Term Loan Facility [Member] | Minimum [Member] | Scenario, Forecast                                  
Subsequent Event [Line Items]                                  
Consolidated Fixed Charge Coverage Ratio                         0.85        
Vince, LLC [Member] | New Term Loan Facility [Member] | Subsequent Event [Member]                                  
Subsequent Event [Line Items]                                  
Total long-term debt principal $ 27,500,000                                
Original aggregate principal amount of term loan amortization percentage 2.50%                                
Debt instrument, maturity date Aug. 21, 2023                                
Consolidated Fixed Charge Coverage Ratio 1.0                                
Percentage of excess cash flow 50.00%                                
Vince, LLC [Member] | New Term Loan Facility [Member] | Subsequent Event [Member] | Excess Availability Greater than 25.0% [Member]                                  
Subsequent Event [Line Items]                                  
Percentage of Excess Availability greater than loan 25.00%                                
Pro Forma Excess Availability $ 12,500,000                                
Vince, LLC [Member] | New Term Loan Facility [Member] | Subsequent Event [Member] | Pro Forma [Member]                                  
Subsequent Event [Line Items]                                  
Percentage of Excess Availability greater than loan 20.00%                                
Pro Forma Excess Availability $ 10,000,000                                
Vince, LLC [Member] | New Term Loan Facility [Member] | Subsequent Event [Member] | Interest Rate on Overdue Principal Amount [Member]                                  
Subsequent Event [Line Items]                                  
Variable rate percentage 2.00%                                
Vince, LLC [Member] | New Term Loan Facility [Member] | Subsequent Event [Member] | Minimum [Member] | LIBOR [Member]                                  
Subsequent Event [Line Items]                                  
Debt instrument, accrued interest rate, percentage 0.00%                                
Vince, LLC [Member] | New Revolving Credit Facility [Member] | Subsequent Event [Member]                                  
Subsequent Event [Line Items]                                  
Maximum borrowing capacity $ 80,000,000                                
Debt instrument, maturity date Aug. 21, 2023                                
Consolidated Fixed Charge Coverage Ratio 1.0                                
Borrowings incurred $ 39,555,000                                
Available borrowings $ 66,271,000                                
Line of credit facility percentage increase in interest rate in case of default 2.00%                                
Percentage of loan greater than Excess Availability 10.00%                                
Vince, LLC [Member] | New Revolving Credit Facility [Member] | Subsequent Event [Member] | Excess Availability Greater than 25.0% [Member]                                  
Subsequent Event [Line Items]                                  
Percentage of Excess Availability greater than loan 25.00%                                
Pro Forma Excess Availability $ 12,500,000                                
Vince, LLC [Member] | New Revolving Credit Facility [Member] | Subsequent Event [Member] | Pro Forma [Member]                                  
Subsequent Event [Line Items]                                  
Percentage of Excess Availability greater than loan 20.00%                                
Pro Forma Excess Availability $ 10,000,000                                
Vince, LLC [Member] | New Revolving Credit Facility [Member] | Subsequent Event [Member] | LIBOR [Member]                                  
Subsequent Event [Line Items]                                  
Variable rate percentage 1.00%                                
Vince, LLC [Member] | New Revolving Credit Facility [Member] | Subsequent Event [Member] | Federal Funds Rate [Member]                                  
Subsequent Event [Line Items]                                  
Variable rate percentage 0.50%                                
Vince, LLC [Member] | New Revolving Credit Facility [Member] | Subsequent Event [Member] | Maximum [Member]                                  
Subsequent Event [Line Items]                                  
Letters of credit sublimit amount $ 25,000,000                                
Increase in aggregate commitments amount 20,000,000                                
Vince, LLC [Member] | Term Loan Facility [Member] | Subsequent Event [Member]                                  
Subsequent Event [Line Items]                                  
Repayment of outstanding debt 29,146,000                                
Vince, LLC [Member] | Revolving Credit Facility [Member] | Subsequent Event [Member]                                  
Subsequent Event [Line Items]                                  
Repayment of outstanding indebtedness 40,689,000                                
Vince, LLC [Member] | New Term Loan Facility and New Revolving Credit Facility [Member] | Subsequent Event [Member]                                  
Subsequent Event [Line Items]                                  
Payment for total fees and expenses $ 2,229,000