VINCE HOLDING CORP., 10-Q filed on 12/13/2022
Quarterly Report
v3.22.2.2
Document and Entity Information - shares
9 Months Ended
Oct. 29, 2022
Nov. 30, 2022
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Oct. 29, 2022  
Document Fiscal Year Focus 2022  
Document Fiscal Period Focus Q3  
Trading Symbol VNCE  
Entity Registrant Name VINCE HOLDING CORP.  
Entity Central Index Key 0001579157  
Current Fiscal Year End Date --01-28  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Common Stock, Shares Outstanding   12,332,011
Entity Shell Company false  
Entity Current Reporting Status Yes  
Entity File Number 001-36212  
Entity Tax Identification Number 75-3264870  
Entity Address, Address Line One 500 5th Avenue  
Entity Address, Address Line Two 20th Floor  
Entity Address, City or Town New York  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 10110  
City Area Code 212  
Local Phone Number 944-2600  
Title of 12(b) Security Common Stock, $0.01 par value per share  
Security Exchange Name NYSE  
Document Quarterly Report true  
Document Transition Report false  
Entity Interactive Data Current Yes  
Entity Incorporation, State or Country Code DE  
v3.22.2.2
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Oct. 29, 2022
Jan. 29, 2022
Current assets:    
Cash and cash equivalents $ 1,157 $ 1,056
Trade receivables, net 30,083 29,948
Inventories, net 116,441 78,564
Prepaid expenses and other current assets 3,994 5,804
Total current assets 151,675 115,372
Property and equipment, net 13,286 17,117
Operating lease right-of-use assets, net 75,703 92,677
Intangible assets, net 70,256 75,835
Goodwill 31,973 31,973
Assets held for sale 2,890  
Other assets 3,498 4,253
Total assets 349,281 337,227
Current liabilities:    
Accounts payable 68,175 46,722
Accrued salaries and employee benefits 5,444 6,244
Other accrued expenses 15,009 13,226
Short-term lease liabilities 21,988 22,700
Current portion of long-term debt 3,500 2,625
Total current liabilities 114,116 91,517
Long-term debt 119,517 88,869
Long-term lease liabilities 77,215 94,367
Deferred income tax liability 7,104 6,067
Other liabilities 613 627
Commitments and contingencies (Note 10)
Stockholders' equity:    
Common stock at $0.01 par value (100,000,000 shares authorized, 12,331,328 and 11,986,127 shares issued and outstanding at October 29, 2022 and January 29, 2022, respectively) 123 120
Additional paid-in capital 1,142,823 1,140,516
Accumulated deficit (1,112,128) (1,084,734)
Accumulated other comprehensive loss (102) (122)
Total stockholders' equity 30,716 55,780
Total liabilities and stockholders' equity $ 349,281 $ 337,227
v3.22.2.2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Oct. 29, 2022
Jan. 29, 2022
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 12,331,328 11,986,127
Common stock, shares outstanding 12,331,328 11,986,127
v3.22.2.2
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Oct. 29, 2022
Oct. 30, 2021
Oct. 29, 2022
Oct. 30, 2021
Income Statement [Abstract]        
Net sales $ 98,564 $ 87,450 $ 266,134 $ 223,656
Cost of products sold 68,761 45,317 164,324 120,662
Gross profit 29,803 42,133 101,810 102,994
Impairment of intangible assets     1,700  
Impairment of long-lived assets     866  
Selling, general and administrative expenses 39,198 38,999 119,128 104,326
(Loss) income from operations (9,395) 3,134 (19,884) (1,332)
Interest expense, net 2,456 3,037 6,222 6,842
(Loss) income before income taxes (11,851) 97 (26,106) (8,174)
(Benefit) provision for income taxes (6,615) (2,118) 1,288 1,823
Net (loss) income (5,236) 2,215 (27,394) (9,997)
Other comprehensive (loss) income:        
Foreign currency translation adjustments 24 (5) 20 4
Comprehensive (loss) income $ (5,212) $ 2,210 $ (27,374) $ (9,993)
(Loss) Earnings per share:        
Basic (loss) earnings per share $ (0.43) $ 0.19 $ (2.25) $ (0.84)
Diluted (loss) earnings per share $ (0.43) $ 0.18 $ (2.25) $ (0.84)
Weighted average shares outstanding:        
Basic 12,307,952 11,935,371 12,186,490 11,882,147
Diluted 12,307,952 12,019,429 12,186,490 11,882,147
v3.22.2.2
Condensed Consolidated Statements of Stockholders' Equity - USD ($)
$ in Thousands
Total
Common Stock [Member]
Additional Paid-In Capital [Member]
Accumulated Deficit [Member]
Accumulated Other Comprehensive Loss [Member]
Beginning Balance at Jan. 30, 2021 $ 66,207 $ 118 $ 1,138,247 $ (1,072,030) $ (128)
Beginning Balance, shares at Jan. 30, 2021   11,809,023      
Comprehensive loss:          
Net income (loss) (11,622)     (11,622)  
Foreign currency translation adjustments 7       7
Share-based compensation expense 331   331    
Restricted stock unit vestings, shares   2,382      
Tax withholdings related to restricted stock vesting (8)   (8)    
Tax withholdings related to restricted stock vesting, shares   (985)      
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP") 49   49    
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP"), shares   4,832      
Ending Balance at May. 01, 2021 54,964 $ 118 1,138,619 (1,083,652) (121)
Ending Balance, shares at May. 01, 2021   11,815,252      
Beginning Balance at Jan. 30, 2021 66,207 $ 118 1,138,247 (1,072,030) (128)
Beginning Balance, shares at Jan. 30, 2021   11,809,023      
Comprehensive loss:          
Net income (loss) (9,997)        
Foreign currency translation adjustments 4        
Ending Balance at Oct. 30, 2021 57,706 $ 120 1,139,737 (1,082,027) (124)
Ending Balance, shares at Oct. 30, 2021   11,953,743      
Beginning Balance at May. 01, 2021 54,964 $ 118 1,138,619 (1,083,652) (121)
Beginning Balance, shares at May. 01, 2021   11,815,252      
Comprehensive loss:          
Net income (loss) (590)     (590)  
Foreign currency translation adjustments 2       2
Share-based compensation expense 558   558    
Restricted stock unit vestings   $ 1 (1)    
Restricted stock unit vestings, shares   110,025      
Tax withholdings related to restricted stock vesting (54)   (54)    
Tax withholdings related to restricted stock vesting, shares   (4,608)      
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP") 23   23    
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP"), shares   2,438      
Ending Balance at Jul. 31, 2021 54,903 $ 119 1,139,145 (1,084,242) (119)
Ending Balance, shares at Jul. 31, 2021   11,923,107      
Comprehensive loss:          
Net income (loss) 2,215     2,215  
Foreign currency translation adjustments (5)       (5)
Share-based compensation expense 596   596    
Restricted stock unit vestings 1 $ 1      
Restricted stock unit vestings, shares   31,160      
Tax withholdings related to restricted stock vesting (4)   (4)    
Tax withholdings related to restricted stock vesting, shares   (524)      
Ending Balance at Oct. 30, 2021 57,706 $ 120 1,139,737 (1,082,027) (124)
Ending Balance, shares at Oct. 30, 2021   11,953,743      
Beginning Balance at Jan. 29, 2022 $ 55,780 $ 120 1,140,516 (1,084,734) (122)
Beginning Balance, shares at Jan. 29, 2022 11,986,127 11,986,127      
Comprehensive loss:          
Net income (loss) $ (7,169)     (7,169)  
Foreign currency translation adjustments (6)       (6)
Common stock issuance, net of certain fees 305   305    
Common stock issuance, net of certain fees   36,874      
Share-based compensation expense 609   609    
Restricted stock unit vestings   $ 1 (1)    
Restricted stock unit vestings, shares   118,831      
Tax withholdings related to restricted stock vesting (148)   (148)    
Tax withholdings related to restricted stock vesting, shares   (16,962)      
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP") 23   23    
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP"), shares   2,663      
Ending Balance at Apr. 30, 2022 49,394 $ 121 1,141,304 (1,091,903) (128)
Ending Balance, shares at Apr. 30, 2022   12,127,533      
Beginning Balance at Jan. 29, 2022 $ 55,780 $ 120 1,140,516 (1,084,734) (122)
Beginning Balance, shares at Jan. 29, 2022 11,986,127 11,986,127      
Comprehensive loss:          
Net income (loss) $ (27,394)        
Foreign currency translation adjustments 20        
Ending Balance at Oct. 29, 2022 $ 30,716 $ 123 1,142,823 (1,112,128) (102)
Ending Balance, shares at Oct. 29, 2022 12,331,328 12,331,328      
Beginning Balance at Apr. 30, 2022 $ 49,394 $ 121 1,141,304 (1,091,903) (128)
Beginning Balance, shares at Apr. 30, 2022   12,127,533      
Comprehensive loss:          
Net income (loss) (14,989)     (14,989)  
Foreign currency translation adjustments 2       2
Common stock issuance, net of certain fees 520 $ 1 519    
Common stock issuance, net of certain fees   68,106      
Share-based compensation expense 551   551    
Restricted stock unit vestings   $ 1 (1)    
Restricted stock unit vestings, shares   102,137      
Tax withholdings related to restricted stock vesting (49)   (49)    
Tax withholdings related to restricted stock vesting, shares   (6,164)      
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP") 18   18    
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP"), shares   2,416      
Ending Balance at Jul. 30, 2022 35,447 $ 123 1,142,342 (1,106,892) (126)
Ending Balance, shares at Jul. 30, 2022   12,294,028      
Comprehensive loss:          
Net income (loss) (5,236)     (5,236)  
Foreign currency translation adjustments $ 24       24
Common stock issuance, net of certain fees 0        
Share-based compensation expense $ 477   477    
Restricted stock unit vestings, shares   36,807      
Tax withholdings related to restricted stock vesting (13)   (13)    
Tax withholdings related to restricted stock vesting, shares   (1,694)      
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP") 17   17    
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP"), shares   2,187      
Ending Balance at Oct. 29, 2022 $ 30,716 $ 123 $ 1,142,823 $ (1,112,128) $ (102)
Ending Balance, shares at Oct. 29, 2022 12,331,328 12,331,328      
v3.22.2.2
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
9 Months Ended
Oct. 29, 2022
Oct. 30, 2021
Operating activities    
Net loss $ (27,394) $ (9,997)
Add (deduct) items not affecting operating cash flows:    
Impairment of intangible assets 1,700  
Impairment of long-lived assets 866  
Depreciation and amortization 5,828 4,644
Provision for bad debt 149 (48)
Loss on disposal of property and equipment 72  
Amortization of deferred financing costs 734 562
Deferred income taxes 1,039 1,656
Share-based compensation expense 1,637 1,485
Capitalized PIK Interest 1,917 1,721
Loss on debt extinguishment   1,501
Changes in assets and liabilities:    
Receivables, net (301) (355)
Inventories (37,913) (13,810)
Prepaid expenses and other current assets 718 2,056
Accounts payable and accrued expenses 20,954 9,663
Other assets and liabilities 1,108 (3,326)
Net cash used in operating activities (28,886) (4,248)
Investing activities    
Payments for capital expenditures (2,100) (4,124)
Net cash used in investing activities (2,100) (4,124)
Financing activities    
Proceeds from borrowings under the Revolving Credit Facilities 304,952 234,445
Repayment of borrowings under the Revolving Credit Facilities (272,375) (236,397)
Repayment of borrowings under the Term Loan Facilities (1,750) (24,750)
Proceeds from borrowings under the Term Loan Facilities   35,000
Proceeds from common stock issuance, net of certain fees 825  
Tax withholdings related to restricted stock vesting (210) (66)
Proceeds from stock option exercises, restricted stock vesting, and issuance of common stock under employee stock purchase plan 58 73
Financing fees (406) (2,151)
Net cash provided by financing activities 31,094 6,154
Increase (decrease) in cash, cash equivalents, and restricted cash 108 (2,218)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash (12) 6
Cash, cash equivalents, and restricted cash, beginning of period 1,096 3,858
Cash, cash equivalents, and restricted cash, end of period 1,192 1,646
Less: restricted cash at end of period 35 41
Cash and cash equivalents 1,157 1,605
Supplemental Disclosures of Cash Flow Information    
Cash payments for interest 2,479 3,359
Cash payments for income taxes, net of refunds 68 67
Supplemental Disclosures of Non-Cash Investing and Financing Activities    
Capital expenditures in accounts payable and accrued liabilities 76 384
Deferred financing fees in accrued liabilities $ 1,675 $ 150
v3.22.2.2
Description of Business and Basis of Presentation
9 Months Ended
Oct. 29, 2022
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Description of Business and Basis of Presentation

Note 1. Description of Business and Basis of Presentation

(A) Description of Business: The Company is a global contemporary retailer, consisting of three brands: Vince, Rebecca Taylor, and Parker. Vince, established in 2002, is a leading global luxury apparel and accessories brand best known for creating elevated yet understated pieces for every day effortless style. Rebecca Taylor, founded in 1996 in New York City, is a contemporary womenswear line lauded for its signature prints, romantic detailing and vintage inspired aesthetic, reimagined for a modern era. Parker, founded in 2008 in New York City, is a contemporary women’s fashion brand that is trend focused. During the first half of fiscal 2020 the Company decided to pause the creation of new products for the Parker brand to focus resources on the operations of the Vince and Rebecca Taylor brands. On September 12, 2022, the Company announced its decision to wind down the Rebecca Taylor business. See Note 2 “Wind Down of Rebecca Taylor Business” for further details.

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 websites. 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 U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Therefore, these financial statements should be read in conjunction with VHC’s audited financial statements for the fiscal year ended January 29, 2022, as set forth in the 2021 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 October 29, 2022. All intercompany accounts and transactions have been eliminated in consolidation. 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) Use of Estimates: The preparation of financial statements in conformity with GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements which affect revenues and expenses during the period reported. Estimates are adjusted when necessary to reflect actual experience. Significant estimates and assumptions may affect many items in the financial statements. Actual results could differ from estimates and assumptions in amounts that may be material to the consolidated financial statements.

(D) COVID-19: The spread of the novel coronavirus (“COVID-19”), which was declared a pandemic by the World Health Organization in March 2020, remains highly volatile, particularly in light of ongoing vaccination efforts and emerging strains of the virus. In response, we implemented various measures to effectively manage our business as well as the impacts from the COVID-19 pandemic, including (i) serving our customers through our online e-commerce websites during the periods in which we were forced to shut down retail locations or operate with reduced shopping hours, alongside other retailers, including our wholesale partners, in accordance with state and local regulations related to the COVID-19 pandemic; (ii) engaging with our lenders to provide additional liquidity and increased operational flexibility; (iii) temporarily reducing retained employee salaries and suspending board retainer fees; (iv) engaging with our landlords to address the operating environment throughout the COVID-19 pandemic, including amending existing lease terms; and (v) streamlining our expense structure and carefully managing operational initiatives to align with the business environment and sales opportunities.

The unpredictable nature of the COVID-19 pandemic could negatively affect the outcome of the measures intended to address its impact and/or our current expectations of our future business performance.

(E) Sources and Uses of Liquidity: The Company's sources of liquidity are cash and cash equivalents, cash flows from operations, if any, borrowings available under the 2018 Revolving Credit Facility (as amended and restated and as defined below) and its ability to access the capital markets, including the Open Market Sale AgreementSM entered into with Jefferies LLC in September 2021 (see Note 8 “Stockholders’ Equity” for further information). The Company's primary cash needs are funding working capital requirements, meeting its debt service requirements and capital expenditures for new stores and related leasehold improvements. The most significant components of the Company's working capital are cash and cash equivalents, accounts receivable, inventories, accounts payable and other current liabilities.

Our recent financial results have been, and our future financial results may be, subject to substantial fluctuations, and may be impacted by business conditions and macroeconomic factors as discussed below. While these potential fluctuations of our results introduce inherent uncertainty in our projections of liquidity, based on our current expectations, during the next twelve months from the date these financial statements are issued, we expect to maintain Excess Availability (as defined in the Revolving Credit Facility Agreement) minimally above the required threshold to meet our monthly Excess Availability covenant under our credit facilities and believe that our other sources of liquidity will generate sufficient cash flows to meet our operating obligations during this twelve month period. The foregoing expectation is dependent on a number of factors, including, among others, our ability to generate sufficient cash flow from operations, our ongoing ability to manage our operating obligations, the results of the currently ongoing inventory valuation and potential borrowing restrictions imposed by our lenders based on their credit judgment, which could materially and negatively impact our borrowing capacity, the wind down of the Rebecca Taylor business, as well as macroeconomic factors such as the rising costs and inflationary impacts on our customers, residual effect of the COVID-19 pandemic and the armed conflict between Ukraine and Russia. Any material negative impact from these factors or others could require us to implement alternative plans to satisfy our liquidity needs which may be unsuccessful. In the event that we are unable to timely service our debt, meet other contractual payment obligations or fund our other liquidity needs, we may need to refinance all or a portion of our indebtedness before maturity, seek waivers of or amendments to our contractual obligations for payment, reduce or delay scheduled expansions and capital expenditures, liquidate inventory through additional discounting, sell material assets or operations or seek other financing opportunities.

(F) Revenue Recognition: The Company recognizes revenue when performance obligations identified under the terms of contracts with its customers are satisfied, which generally occurs upon the transfer of control in accordance with the contractual terms and conditions of the sale. Sales are recognized when the control of the goods are transferred to the customer for the Company’s wholesale business, upon receipt by the customer for the Company’s e-commerce business, and at the time of sale to the consumer for the Company’s retail business. See Note 13 “Segment Financial Information” for disaggregated revenue amounts by segment.

Revenue associated with gift cards is recognized upon redemption and unredeemed balances are considered a contract liability and recorded within other accrued expenses, which are subject to escheatment within the jurisdictions in which it operates. As of October 29, 2022 and January 29, 2022, the contract liability was $1,773 and $1,739, respectively. For the three and nine months ended October 29, 2022, the Company recognized $52 and $239, respectively, of revenue that was previously included in the contract liability as of January 29, 2022.

(G) Recent Accounting Pronouncements: Except as noted below, the Company has considered all recent accounting pronouncements and has concluded that there are no recent accounting pronouncements that may have a material impact on its Consolidated Financial Statements, based on current information.

Recently Issued Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13: “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. The ASU requires an impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, each reporting entity should estimate an allowance for expected credit losses, which is intended to result in more timely recognition of losses. The new standard applies to trade receivables arising from revenue transactions. Under Accounting Standards Codification 606, revenue is recognized when, among other criteria, it is probable that an entity will collect the consideration it is entitled to when goods or services are transferred to a customer. When trade receivables are recorded, they become subject to the CECL model and estimates of expected credit losses on trade receivables over their contractual life will be required to be recorded at inception based on historical information, current conditions, and reasonable and supportable forecasts. This guidance is effective for smaller reporting companies for annual periods beginning after December 15, 2022, including the interim periods in the year. Early adoption is permitted. Management is currently evaluating the impact of this ASU but does not expect it to have a material impact on its consolidated financial statements.

v3.22.2.2
Wind down of Rebecca Taylor business
9 Months Ended
Oct. 29, 2022
Discontinued Operations and Disposal Groups [Abstract]  
Wind down of Rebecca Taylor business

Note 2. Wind down of Rebecca Taylor business

On September 12, 2022, the Company announced its decision to wind down the Rebecca Taylor business. On September 30, 2022, the Company entered into amendments to the Term Loan Credit Facility, the 2018 Revolving Credit Facility and the Third Lien Credit Facility (see Note 5 "Long-Term Debt and Financing Arrangements"), which in part, permits the sale of the intellectual property of the Rebecca Taylor, Inc. and the Rebecca Taylor, Inc. liquidation.

As of October 29, 2022, the Company had assets totaling approximately $19,800 associated with the Rebecca Taylor business, of which $2,630, which represents the Rebecca Taylor tradename, has been classified as Assets held for sale on the Condensed

Consolidated Balance Sheets. Additionally, as of October 29, 2022, Assets held for sale on the Condensed Consolidated Balance Sheets includes $260 related to the Parker tradename.

The following table presents a summary of Rebecca Taylor wind down related charges, reported within the Rebecca Taylor and Parker segment, incurred for the three and nine months ended October 29, 2022:

 

(in thousands)

 

Three and Nine Months Ended
October 29, 2022

 

Cost of products sold:

 

 

 

Inventory write-down

 

$

6,696

 

Selling, general and administrative expenses:

 

 

 

Operating lease right-of-use asset accelerated amortization

 

 

2,152

 

Accelerated depreciation and amortization

 

 

1,062

 

Employee termination costs, net (1)

 

 

556

 

Other advisory and liquidation costs

 

 

650

 

Total selling, general and administrative expenses

 

 

4,420

 

Total wind-down charges

 

$

11,116

 

(1) Employee termination costs, net are primarily related to severance and were recorded within Other accrued expenses on the Condensed Consolidated Balance Sheets. Substantially all severance costs will be paid by the end of fiscal 2022.

The Company may record additional non-cash charges in fiscal 2022 associated with the carrying value of certain tradenames, property and equipment, ROU assets and inventory, as well as cash charges associated with separation costs and contractual liabilities primarily related to its 18 retail stores, and office leases associated with Rebecca Taylor. The execution of the wind down is expected to be substantially completed by the end of fiscal 2022 and is subject to various risks and uncertainties that could impact the Company's ability to successfully complete the wind down or the costs associated with the wind down.

v3.22.2.2
Goodwill and Intangible Assets
9 Months Ended
Oct. 29, 2022
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

Note 3. Goodwill and Intangible Assets

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

 

(in thousands)

 

Vince Wholesale

 

 

Vince
Direct-to-consumer

 

 

Rebecca Taylor and Parker

 

 

Total Net Goodwill

 

Balance as of January 29, 2022

 

$

31,973

 

 

$

 

 

$

 

 

$

31,973

 

Balance as of October 29, 2022

 

$

31,973

 

 

$

 

 

$

 

 

$

31,973

 

The total carrying amount of goodwill is net of accumulated impairments of $101,845.

The following tables present a summary of identifiable intangible assets:

 

(in thousands)

 

Gross Amount

 

 

Accumulated Amortization

 

 

Accumulated Impairments

 

 

Reclassification to Assets Held for Sale

 

 

Net Book Value

 

Balance as of October 29, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

31,355

 

 

$

(22,084

)

 

$

(6,115

)

 

$

 

 

$

3,156

 

Tradenames (1)

 

 

22,236

 

 

 

(683

)

 

 

(18,663

)

 

 

(2,890

)

 

 

 

Indefinite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tradenames

 

 

101,850

 

 

 

 

 

 

(34,750

)

 

 

 

 

 

67,100

 

Total intangible assets

 

$

155,441

 

 

$

(22,767

)

 

$

(59,528

)

 

$

(2,890

)

 

$

70,256

 

(1) On September 12, 2022, the Company announced its decision to wind down the Rebecca Taylor business. Therefore, the Company determined that the indefinite life classification was no longer appropriate for the Rebecca Taylor tradename and began amortizing the Rebecca Taylor tradename in the third quarter of fiscal 2022. Amortization of the Rebecca Taylor tradename ceased upon classification as held for sale in the third quarter of fiscal 2022. Additionally, during the third quarter of fiscal 2022, the Parker tradename was classified as held for sale and amortization ceased. See Note 2 "Wind Down of Rebecca Taylor Business" for further information.

 

(in thousands)

 

Gross Amount

 

 

Accumulated Amortization

 

 

Accumulated Impairments

 

 

Net Book Value

 

Balance as of January 29, 2022

 

 

 

 

 

 

 

 

 

 

 

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

31,355

 

 

$

(21,635

)

 

$

(6,115

)

 

$

3,605

 

Tradenames

 

 

13,100

 

 

 

(143

)

 

 

(12,527

)

 

 

430

 

Indefinite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

Tradenames

 

 

110,986

 

 

 

 

 

 

(39,186

)

 

 

71,800

 

Total intangible assets

 

$

155,441

 

 

$

(21,778

)

 

$

(57,828

)

 

$

75,835

 

During the second quarter of fiscal 2022, the Company determined that a triggering event had occurred in the Rebecca Taylor and Parker segment as a result of changes to the Company’s long-term projections. The Company performed an interim quantitative impairment assessment of the Rebecca Taylor tradename utilizing the relief from royalty valuation approach. The relief from royalty valuation approach is dependent on a number of factors, including estimates of projected revenues, royalty rates in the category of intellectual property, discount rates and other variables. The Company estimated the fair value of the Rebecca Taylor tradename intangible asset and determined that the fair value of the Rebecca Taylor tradename was below its carrying amount. Accordingly, the Company recorded an impairment charge for the Rebecca Taylor tradename intangible asset of $1,700, which was recorded within Impairment of intangible assets on the condensed consolidated statement of operations and comprehensive income (loss) for the nine months ended October 29, 2022. There was no such impairment charge for the three months ended October 29, 2022 and the three and nine months ended October 30, 2021.

Amortization of identifiable intangible assets was $661 and $989 for the three and nine months ended October 29, 2022, respectively, and $164 and $492 for the three and nine months ended October 30, 2021, respectively. The estimated amortization expense for identifiable intangible assets for the remainder of fiscal 2022 and the next five fiscal years is expected to be as follows:

 

 

 

Future

 

(in thousands)

 

Amortization

 

2022

 

$

150

 

2023

 

 

598

 

2024

 

 

598

 

2025

 

 

598

 

2026

 

 

598

 

2027

 

 

598

 

 

 

$

3,140

 

v3.22.2.2
Fair Value Measurements
9 Months Ended
Oct. 29, 2022
Fair Value Disclosures [Abstract]  
Fair Value Measurements

Note 4. Fair Value Measurements

We define the fair value of a financial instrument as the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We are responsible for the determination of the value of the investments carried at fair value and the supporting methodologies and assumptions. The Company’s 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 October 29, 2022 or January 29, 2022. At October 29, 2022 and January 29, 2022, the Company believes that the carrying values of cash and cash equivalents, receivables, and accounts payable approximate fair value, due to the short-term maturity of these instruments. The Company’s debt obligations with a carrying value of $125,454 as of October 29, 2022 are at variable interest rates. Borrowings under the Company’s 2018 Revolving Credit Facility (as amended and restated and as defined below) are recorded at carrying value, which approximates fair value due to the frequent nature of such borrowings and repayments. The Company considers this as a Level 2 input. The fair value of the Company’s Term Loan Credit Facility (as defined below) and the Third Lien Credit Facility (as defined below) was approximately $32,000 and $23,000, respectively, as of October 29, 2022 based upon estimated market value calculations that factor principal, time to maturity, interest rate, and current cost of debt. The Company considers this a Level 3 input.

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

Determining the fair value of goodwill and other intangible assets is judgmental in nature and requires the use of significant estimates and assumptions, including projected revenues, EBITDA margins growth rates and operating margins, long-term growth rates, working capital, royalty rates in the category of intellectual property, discount rates and future market conditions, among others, as applicable. The inputs used in determining the fair value of the ROU assets are the current comparable market rents for similar properties and a store discount rate. The fair value of the property and equipment is based on its estimated liquidation value. The measurement of fair value of these assets are considered Level 3 valuations as certain of these inputs are unobservable and are estimated to be those that would be used by market participants in valuing these or similar assets.

The following table presents the non-financial assets the Company measured at fair value on a non-recurring basis for the nine months ended October 29, 2022, based on such fair value hierarchy. There were no losses on these non-financial assets taken in the nine months ended October 30, 2021.

 

 

 

Net Carrying Value of
Impaired Assets as of

 

 

Fair Value Measured and Recorded at Reporting Date Using:

 

 

Total Losses - Nine Months Ended

 

 

(in thousands)

 

October 29, 2022

 

 

Level 1

 

 

 

Level 2

 

 

Level 3

 

 

October 29, 2022

 

 

Property and equipment

 

$

158

 

 

$

 

 

 

$

 

 

$

158

 

 

$

866

 

(1)

Tradename

 

 

2,630

 

 

 

 

 

 

 

 

 

 

 

2,630

 

 

 

1,700

 

(2)

(1) Recorded within Impairment of long-lived assets on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

(2) Recorded within Impairment of intangible assets on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 3 “Goodwill and Intangible Assets” for additional information. As of October 29, 2022, the carrying value of this tradename was classified within Assets Held for Sale on the Condensed Consolidated Balance Sheets.

v3.22.2.2
Long-Term Debt and Financing Arrangements
9 Months Ended
Oct. 29, 2022
Debt Disclosure [Abstract]  
Long-Term Debt and Financing Arrangements

Note 5. Long-Term Debt and Financing Arrangements

Long-term debt consisted of the following:

 

 

 

October 29,

 

 

January 29,

 

(in thousands)

 

2022

 

 

2022

 

Long-term debt:

 

 

 

 

 

 

Term Loan Facilities

 

$

33,250

 

 

$

35,000

 

Revolving Credit Facilities

 

 

67,201

 

 

 

34,624

 

Third Lien Credit Facility

 

 

25,003

 

 

 

23,087

 

Total debt principal

 

 

125,454

 

 

 

92,711

 

Less: current portion of long-term debt

 

 

3,500

 

 

 

2,625

 

Less: deferred financing costs

 

 

2,437

 

 

 

1,217

 

Total long-term debt

 

$

119,517

 

 

$

88,869

 

Term Loan Credit Facility

On September 7, 2021, Vince, LLC entered into a new term loan credit facility as described below. The proceeds were used to repay in full all outstanding amounts under the $27,500 senior secured term loan facility (the “2018 Term Loan Facility”) pursuant to a credit agreement originally entered into on August 21, 2018 and a portion of the borrowings outstanding under the 2018 Revolving Credit Facility, totaling $25,960, which included interest and a prepayment penalty of $743 (which was included within financing fees on the Condensed Consolidated Statements of Cash Flows). The 2018 Term Loan Facility was terminated and, as a result, the Company recorded expense of $758 related to the write-off of the remaining deferred financing costs.

Vince, LLC entered into a new $35,000 senior secured term loan credit facility (the “Term Loan Credit Facility”) pursuant to a Credit Agreement (the “Term Loan Credit Agreement”) by and among Vince, LLC, as the borrower, the guarantors named therein, PLC Agent, LLC, as administrative agent and collateral agent, and the other lenders from time to time party thereto. Vince Holding Corp. and Vince Intermediate Holding, LLC (“Vince Intermediate”) are guarantors under the Term Loan Credit Facility. The Term Loan Credit Facility matures on the earlier of September 7, 2026 and 91 days after the maturity date of the 2018 Revolving Credit Facility (as defined below).

The Term Loan Credit Facility is subject to quarterly amortization of $875 commencing on July 1, 2022, with the balance payable at final maturity. Interest is payable on loans under the Term Loan Credit Facility at a rate equal to the 90-day LIBOR rate, or

an alternate applicable reference rate in the event LIBOR is no longer available, subject, in either case, to a 1.0% floor, plus 7.0%. During the continuance of certain specified events of default, interest will accrue on the overdue amount of any loan at a rate of 2.0% in excess of the rate otherwise applicable to such amount. In addition, the Term Loan Credit Agreement requires mandatory prepayments upon the occurrence of certain events, including but not limited to, an Excess Cash Flow payment (as defined in the Term Loan Credit Agreement), subject to reductions for voluntary prepayments made during such fiscal year, commencing with the fiscal year ending January 28, 2023.

The Term Loan Credit Facility contains a requirement that Vince, LLC will maintain an availability under its 2018 Revolving Credit Facility of the greater of 10% of the commitments thereunder or $9,500. The Term Loan Credit Facility did not permit dividends prior to April 30, 2022, or an earlier date designated by Vince, LLC (the period until such date, the “Accommodation Period”) and now permits them to the extent that no default or event of default is continuing or would result from a contemplated dividend, so long as after giving pro forma effect to the contemplated dividend subtracting any accounts payable amounts that are or are projected to be past due for the following six months, excess availability for such six month period will be at least the greater of 25.0% of the aggregate lending commitments and $15,000. In addition, the Term Loan Credit 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 its business or its fiscal year, and distributions and dividends. Furthermore, the Term Loan Credit Facility is subject to a Borrowing Base (as defined in the Term Loan Credit Agreement) which can, under certain conditions result in the imposition of a reserve under the 2018 Revolving Credit Facility. As of October 29, 2022, the Company was in compliance with applicable covenants.

All obligations under the Term Loan Credit Facility are guaranteed by Vince Intermediate and the Company and any future material domestic restricted subsidiaries of Vince, LLC and secured by a lien on substantially all of the assets of the Company, Vince, LLC and Vince Intermediate and any future material domestic restricted subsidiaries.

On September 30, 2022, Vince, LLC entered into the First Amendment to the Term Loan Credit Agreement (the “TL First Amendment”). The TL First Amendment, among other things, (i) requires more frequent borrowing base reporting and establishes variance reporting in connection with the Rebecca Taylor, Inc. liquidation; (ii) removes the assets (other than intellectual property) of the Rebecca Taylor, Inc. and Parker Holding, LLC companies from the term loan borrowing base; (iii) permits the sale of the intellectual property of the Rebecca Taylor, Inc. and Parker Holding, LLC companies and the Rebecca Taylor, Inc. liquidation; (iv) amends the ABL (as defined in the Term Loan Credit Agreement) excess availability covenant to provide the Company with up to $5,000 of additional potential liquidity through December 28, 2022; and (v) requires prepayment of the Obligations in an amount equal to 100% of the Net Cash Proceeds received from the sale of the intellectual property of the Rebecca Taylor, Inc. and Parker Holding, LLC companies to be applied against the Obligations as outlined in the TL First Amendment. In connection with the TL First Amendment, Vince, LLC agreed to pay the term lenders fees equal to (i) $600 and (ii) if the underlying term loan is not paid in full by January 31, 2023, an additional $850, which is payable upon Payment in Full of the Term Loan Credit Facility.

As a result of the TL First Amendment, the Company incurred a total of $1,525 of financing costs. In accordance with ASC Topic 470, “Debt”, the Company accounted for this amendment as a debt modification and has recorded $75 of the financing costs paid to third parties within selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive income (loss) for the nine months ended October 29, 2022. The remaining $1,450 of financing costs are recorded as deferred debt issuance costs (which is presented within Long-term debt on the Condensed Consolidated Balance Sheets) which will be amortized over the remaining term of the Term Loan Credit Facility.

Through October 29, 2022, on an inception to date basis, the Company has made repayments of $1,750 on the Term Loan Credit Facility.

2018 Revolving Credit Facility

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

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

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

The 2018 Revolving Credit Facility contains representations and warranties, other covenants and events of default that are customary for this type of financing, including covenants with respect to limitations on the incurrence of additional indebtedness, liens, burdensome agreements, guarantees, investments, loans, asset sales, mergers, acquisitions, prepayment of other debt, the repurchase of capital stock, transactions with affiliates, and the ability to change the nature of the Company’s business or its fiscal year. The 2018 Revolving Credit Facility generally permits dividends in the absence of any event of default (including any event of default arising from a contemplated dividend), so long as (i) after giving pro forma effect to the contemplated dividend and for the following six months Excess Availability will be at least the greater of 20.0% of the Loan Cap and $10,000 and (ii) after giving pro forma effect to the contemplated dividend, the Consolidated Fixed Charge Coverage Ratio for the 12 months preceding such dividend 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).

On November 1, 2019, Vince, LLC entered into the First Amendment (the “First Revolver Amendment”) to the 2018 Revolving Credit Facility, which provided the borrower the ability to elect the Daily LIBOR Rate in lieu of the Base Rate to be applied to the borrowings upon applicable notice. The “Daily LIBOR Rate” means a rate equal to the Adjusted LIBOR Rate in effect on such day for deposits for a one day period, provided that, upon notice and not more than once every 90 days, such rate may be substituted for a one week or one month period for the Adjusted LIBOR Rate for a one day period.

On November 4, 2019, Vince, LLC entered into the Second Amendment (the “Second Revolver Amendment”) to the credit agreement of the 2018 Revolving Credit Facility. The Second Revolver Amendment increased the aggregate commitments under the 2018 Revolving Credit Facility by $20,000 to $100,000. Pursuant to the terms of the Second Revolver Amendment, the Acquired Businesses became guarantors under the 2018 Revolving Credit Facility and jointly and severally liable for the obligations thereunder.

On June 8, 2020, Vince, LLC entered into the Third Amendment (the “Third Revolver Amendment”) to the 2018 Revolving Credit Facility. The Third Revolver Amendment, among others, increased availability under the facility’s borrowing base by (i) temporarily increasing the aggregate commitments under the 2018 Revolving Credit Facility to $110,000 through November 30, 2020 (such period, the “Third Amendment Accommodation Period”) (ii) temporarily revising the eligibility of certain account debtors during the Third Amendment Accommodation Period by extending by 30 days the period during which those accounts may remain outstanding past due as well as increasing the concentration limits of certain account debtors and (iii) for any fiscal four quarter period ending prior to or on October 30, 2021, increasing the cap on certain items eligible to be added back to Consolidated EBITDA to 27.5% from 22.5%.

The Third Revolver Amendment also (a) waived events of default; (b) temporarily increased the applicable margin on all borrowings of revolving loans by 0.75% per annum during the Third Amendment Accommodation Period and increased the LIBOR floor from 0% to 1.0%; (c) eliminated Vince, LLC’s and any loan party’s ability to designate subsidiaries as unrestricted and to make certain payments, restricted payments and investments during the Third Amendment Extended Accommodation Period; (d) temporarily suspended the Fixed Charge Coverage Ratio covenant through the Third Amendment Extended Accommodation Period; (e) required Vince, LLC to maintain a Fixed Charge Coverage Ratio of 1.0 to 1.0 in the event the excess availability under the 2018 Revolving Credit Facility was less than (x) $10,000 between September 6, 2020 and January 9, 2021, (y) $12,500 between January 10, 2021 and January 31, 2021 and (z) $15,000 at all other times during the Third Amendment Extended Accommodation Period; (f) imposed a requirement (y) to pay down the 2018 Revolving Credit Facility to the extent cash on hand exceeded $5,000 on the last day of each week and (z) that, after giving effect to any borrowing thereunder, Vince, LLC may have no more than $5,000 of cash on hand; (g) permitted Vince, LLC to incur up to $8,000 of additional secured debt (in addition to any interest accrued or paid in kind), to the extent subordinated to the 2018 Revolving Credit Facility on terms reasonably acceptable to Citizens; (h) established a method for imposing a successor reference rate if LIBOR should become unavailable, (i) extended the delivery periods for (x) annual financial statements for the fiscal year ended February 1, 2020 to June 15, 2020 and (y) quarterly financial statements for the fiscal quarters ended May 2, 2020 and August 1, 2020 to July 31, 2020 and October 29, 2020, respectively, and (j) granted ongoing relief through September 30, 2020 with respect to certain covenants regarding the payment of lease obligations.

On December 11, 2020, Vince, LLC entered into the Fifth Amendment (the “Fifth Revolver Amendment”) to the 2018 Revolving Credit Facility. The Fifth Revolver Amendment, among other things, (i) extended the period from November 30, 2020 to July 31, 2021 (such period, “Accommodation Period”), during which the eligibility of certain account debtors was revised by extending by 30 days the time those accounts may remain outstanding past due as well as increasing the concentration limits of certain account debtors; (ii) extended the period through which the applicable margin on all borrowings of revolving loans by 0.75% per annum during such Accommodation Period; (iii) extended the period from October 30, 2021 to January 29, 2022, during which the cap on which certain items eligible to be added back to “Consolidated EBITDA” (as defined in the 2018 Revolving Credit Facility) was increased to 27.5% from 22.5%; (iv) extended the temporary suspension of the Consolidated Fixed Charge Coverage Ratio

(“FCCR”) covenant through the delivery of a compliance certificate relating to the fiscal quarter ended January 29, 2022 (such period, the “Extended Accommodation Period”), other than the fiscal quarter ending January 29, 2022; (v) required Vince, LLC to maintain an FCCR of 1.0 to 1.0 in the event the excess availability under the 2018 Revolving Credit Facility was less than (x) $7,500 through the end of the Accommodation Period; and (y) $10,000 from August 1, 2020 through the end of the Extended Accommodation Period; (vi) permitted Vince, LLC to incur the debt under the Third Lien Credit Facility (as described below); (vii) revised the definition of “Cash Dominion Trigger Amount” to mean $15,000 through the end of the Extended Accommodation Period and at all other times thereafter, 12.5% of the Loan Cap and $5,000, whichever is greater; (viii) deemed the Cash Dominion Event (as defined in the credit agreement for the 2018 Revolving Credit Facility) as triggered during the Accommodation Period; and (ix) required an engagement by the Company of a financial advisor from February 1, 2021 until March 31, 2021 (or until the excess availability was greater than 25% of the Loan Cap for a period of at least thirty days, whichever is later) to assist in the preparation of certain financial reports, including the review of the weekly cashflow reports and other items. As of April 2021, the requirement to engage a financial advisor had been satisfied.

On September 7, 2021, concurrently with the Term Loan Credit Facility, Vince, LLC entered into an Amended and Restated Credit Agreement (the “A&R Revolving Credit Facility Agreement”) which, among other things, contained amendments to reflect the terms of the Term Loan Credit Facility and extended the maturity of the 2018 Revolving Credit Facility to the earlier of June 8, 2026 and 91 days prior to the maturity of the Term Loan Credit Facility.

In addition, the A&R Revolving Credit Facility Agreement, among others: (i) lowered all applicable margins by 0.75%; (ii) revised the end of the Accommodation Period (as defined therein) to April 30, 2022 or an earlier date as elected by Vince, LLC; (iii) amended the borrowing base calculation to exclude Eligible Cash On Hand (as defined therein); (iv) revised the threshold under the definition of the Cash Dominion Trigger Event to be the excess availability of the greater of (a) 12.5% of the Loan Cap and (b) $11,000; (v) deleted the financial covenant and replaced it with a requirement to maintain a minimum excess availability not to be less than the greater of (a) $9,500 and (b) 10% of the commitments at any time; and (vi) revised certain representations and warranties as well as operational covenants.

Concurrently with the TL First Amendment, on September 30, 2022, Vince, LLC entered into the First Amendment to the A&R Revolving Credit Facility Agreement (the “ABL First Amendment”). The ABL First Amendment, among other things, (i) requires more frequent borrowing base reporting and establishes variance reporting in connection with the Rebecca Taylor, Inc. liquidation; (ii) amends the definition of “Availability Reserves” to account for the difference between the aggregate amount of the ABL borrowing base attributable to the assets of the Rebecca Taylor, Inc. and Parker Holding, LLC companies and the amounts received (or anticipated to be received) as net proceeds of asset sales in connection with the Rebecca Taylor, Inc. liquidation; (iii) permits the sale of the intellectual property of the Rebecca Taylor, Inc. and Parker Holding, LLC companies and the Rebecca Taylor, Inc. liquidation; (iv) amends the excess availability covenant to provide the Company with up to $5,000 of additional potential liquidity through December 28, 2022; and (v) removes the assets of the Rebecca Taylor, Inc. and Parker Holding, LLC companies from the borrowing base from and after November 30, 2022. In connection with the ABL First Amendment, Vince, LLC agreed to pay the ABL lenders fees equal to (i) $375 and (ii) if the ABL is not paid in full by December 15, 2022, an additional $125.

As a result of the ABL First Amendment, the Company incurred a total of $611 of financing costs. In accordance with ASC Topic 470, “Debt”, the Company accounted for this amendment as a debt modification and therefore, these financing costs were recorded as deferred debt issuance costs (which is presented within Other assets on the Condensed Consolidated Balance Sheets) and will be amortized over the remaining term of the 2018 Revolving Credit Facility.

As of October 29, 2022, the Company was in compliance with applicable covenants. As of October 29, 2022, $26,809 was available under the 2018 Revolving Credit Facility, net of the Loan Cap, and there were $67,201 of borrowings outstanding and $5,990 of letters of credit outstanding under the 2018 Revolving Credit Facility. The weighted average interest rate for borrowings outstanding under the 2018 Revolving Credit Facility as of October 29, 2022 was 4.8%.

Third Lien Credit Facility

On December 11, 2020, Vince, LLC entered into a $20,000 subordinated term loan credit facility (the “Third Lien Credit Facility”) pursuant to a credit agreement (the “Third Lien Credit Agreement”), dated December 11, 2020, by and among Vince, LLC, as the borrower, VHC and Vince Intermediate, as guarantors, and SK Financial Services, LLC (“SK Financial”), as administrative agent and collateral agent, and other lenders from time to time party thereto.

SK Financial is an affiliate of Sun Capital Partners, Inc. (“Sun Capital”), whose affiliates own, as of October 29, 2022, approximately 69% of the Company’s common stock. The Third Lien Credit Facility was reviewed and approved by the Special Committee of the Company’s Board of Directors, consisting solely of directors not affiliated with Sun Capital, which committee was represented by independent legal advisors.

Interest on loans under the Third Lien Credit Facility is payable in kind at a rate equal to the LIBOR rate (subject to a floor of 1.0%) plus applicable margins subject to a pricing grid based on minimum Consolidated EBITDA (as defined in the Third Lien Credit Agreement). During the continuance of certain specified events of default, interest may accrue on the loans under the Third Lien Credit Facility at a rate of 2.0% in excess of the rate otherwise applicable to such amount. The Third Lien Credit Facility contains

representations, covenants and conditions that were substantially similar to those under the 2018 Term Loan Facility, except the Third Lien Credit Facility does not contain any financial covenants.

The Company incurred $485 in deferred financing costs associated with the Third Lien Credit Facility of which a $400 closing fee is payable in kind and was added to the principal balance. These deferred financing costs are recorded as deferred debt issuance costs which will be amortized over the remaining term of the Third Lien Credit Facility.

All obligations under the Third Lien Credit Facility are guaranteed by the Company, Vince Intermediate and the Company’s existing material domestic restricted subsidiaries as well as any future material domestic restricted subsidiaries and are secured on a junior basis relative to the 2018 Revolving Credit Facility and the 2018 Term Loan Facility by a lien on substantially all of the assets of the Company, Vince Intermediate, Vince, LLC and the Company’s existing material domestic restricted subsidiaries as well as any future material domestic restricted subsidiaries.

The proceeds were received on December 11, 2020 and were used to repay a portion of the borrowings outstanding under the 2018 Revolving Credit Facility.

On September 7, 2021, concurrently with the Term Loan Credit Facility as well as the A&R Revolving Credit Facility Agreement, Vince, LLC entered into an amendment (the “Third Lien First Amendment”) to the Third Lien Credit Facility which amended its terms to extend its maturity to March 6, 2027, revised the interest rate to remove the tiered applicable margins so that the rate is now equal to the 90-day LIBOR rate, or an alternate applicable reference rate in the event LIBOR is no longer available, plus 9.0% at all times, and to reflect the applicable terms of the Term Loan Credit Facility as well as the A&R Revolving Credit Facility Agreement.

Concurrently with the TL First Amendment and the ABL First Amendment, on September 30, 2022, Vince, LLC entered into the Second Amendment to the Third Lien Credit Agreement (the “Third Lien Second Amendment”). The Third Lien Second Amendment, among other things, (i) establishes variance reporting in connection with the Rebecca Taylor, Inc. liquidation; and (ii) permits the sale of the intellectual property of the Rebecca Taylor, Inc. and Parker Holding, LLC companies and the Rebecca Taylor, Inc. liquidation.

v3.22.2.2
Inventory
9 Months Ended
Oct. 29, 2022
Inventory Disclosure [Abstract]  
Inventory

Note 6. Inventory

Inventories consisted of finished goods. As of October 29, 2022 and January 29, 2022, finished goods, net of reserves were $116,441 and $78,564, respectively.
v3.22.2.2
Share-Based Compensation
9 Months Ended
Oct. 29, 2022
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Share-Based Compensation

Note 7. Share-Based Compensation

Employee Stock Plans

Vince 2013 Incentive Plan

In connection with the IPO, the Company adopted the Vince 2013 Incentive Plan, which provides for grants of stock options, stock appreciation rights, restricted stock and other stock-based awards. In May 2018, the Company filed a Registration Statement on Form S-8 to register an additional 660,000 shares of common stock available for issuance under the Vince 2013 Incentive Plan. Additionally, in September 2020, the Company filed a Registration Statement on Form S-8 to register an additional 1,000,000 shares of common stock available for issuance under the Vince 2013 Incentive Plan. The aggregate number of shares of common stock which may be issued or used for reference purposes under the Vince 2013 Incentive Plan or with respect to which awards may be granted may not exceed 1,000,000 shares. The shares available for issuance under the Vince 2013 Incentive Plan may be, in whole or in part, either authorized and unissued shares of the Company’s common stock or shares of common stock held in or acquired for the Company’s treasury. In general, if awards under the Vince 2013 Incentive Plan are cancelled for any reason, or expire or terminate unexercised, the shares covered by such award may again be available for the grant of awards under the Vince 2013 Incentive Plan. As of October 29, 2022, there were 871,288 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 typically vest in equal installments over a three-year period or vest in equal installments over four years, subject to the employees’ continued employment.

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 (“SG&A”) expense for the difference between the fair market value and the discounted purchase price of the Company’s common stock. During the nine months ended October 29, 2022, 7,266 shares of common stock were issued under the ESPP. During the nine months ended October 30, 2021, 7,270 shares of

common stock were issued under the ESPP. As of October 29, 2022, there were 62,834 shares available for future issuance under the ESPP.

Stock Options

A summary of stock option activity for the nine months ended October 29, 2022 is as follows:

 

 

 

Stock Options

 

 

Weighted Average Exercise Price

 

 

Weighted Average Remaining Contractual Term (years)

 

 

Aggregate Intrinsic Value
(in
thousands)

 

Outstanding at January 29, 2022

 

 

58

 

 

$

38.77

 

 

 

3.7

 

 

$

 

Granted

 

 

 

 

$

 

 

 

 

 

 

 

Exercised

 

 

 

 

$

 

 

 

 

 

 

 

Forfeited or expired

 

 

 

 

$

 

 

 

 

 

 

 

Outstanding at October 29, 2022

 

 

58

 

 

$

38.77

 

 

 

2.9

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested and exercisable at October 29, 2022

 

 

58

 

 

$

38.77

 

 

 

2.9

 

 

$

 

Restricted Stock Units

A summary of restricted stock unit activity for the nine months ended October 29, 2022 is as follows:

 

 

 

Restricted Stock Units

 

 

Weighted Average Grant Date Fair Value

 

Non-vested restricted stock units at January 29, 2022

 

 

628,883

 

 

$

10.48

 

Granted

 

 

277,402

 

 

$

7.80

 

Vested

 

 

(255,951

)

 

$

9.84

 

Forfeited

 

 

(85,883

)

 

$

10.48

 

Non-vested restricted stock units at October 29, 2022

 

 

564,451

 

 

$

9.46

 

Share-Based Compensation Expense

The Company recognized share-based compensation expense of $477 and $596, including expense of $59 and $72 related to non-employees, during the three months ended October 29, 2022 and October 30, 2021, respectively. The Company recognized share-based compensation expense of $1,637 and $1,485, including expense of $248 and $181, respectively, related to non-employees, during the nine months ended October 29, 2022 and October 30, 2021, respectively.

v3.22.2.2
Stockholders' Equity
9 Months Ended
Oct. 29, 2022
Equity [Abstract]  
Stockholders' Equity

Note 8. Stockholders’ Equity

At-the-Market Offering

On September 9, 2021, the Company filed a shelf registration statement on Form S-3, which was declared effective on September 21, 2021 (the “Registration Statement”). Under the Registration Statement, the Company may offer and sell up to 3,000,000 shares of common stock from time to time in one or more offerings at prices and terms to be determined at the time of the sale. In connection with the filing of the Registration Statement, the Company entered into an Open Market Sale AgreementSM with Jefferies LLC (“At-the-Market Offering”), under which the Company is able to offer and sell, from time to time, up to 1,000,000 shares of common stock, par value $0.01 per share, which shares are included in the securities registered pursuant to the Registration Statement. During the three months ended October 29, 2022, the Company did not make any offerings or sales of shares of common stock under the At-the-Market Offering. During the nine months ended October 29, 2022, the Company issued and sold 104,980 shares of common stock under the At-the-Market Offering for aggregate net proceeds of $825, at an average price of $7.86 per share. At October 29, 2022, 877,886 shares of common stock were available to be offered and sold under the At-the-Market Offering.

v3.22.2.2
Earnings (Loss) Per Share
9 Months Ended
Oct. 29, 2022
Earnings Per Share [Abstract]  
Earnings (Loss) Per Share

Note 9. Earnings (Loss) Per Share

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

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

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

October 29,

 

 

October 30,

 

 

October 29,

 

 

October 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Weighted-average shares—basic

 

 

12,307,952

 

 

 

11,935,371

 

 

 

12,186,490

 

 

 

11,882,147

 

Effect of dilutive equity securities

 

 

 

 

 

84,058

 

 

 

 

 

 

 

Weighted-average shares—diluted

 

 

12,307,952

 

 

 

12,019,429

 

 

 

12,186,490

 

 

 

11,882,147

 

For the three months ended October 30, 2021, 484,050 weighted average shares of share-based compensation were excluded from the computation of weighted average shares for diluted earnings per share, as their effect would have been anti-dilutive.

Because the Company incurred a net loss for the three and nine months ended October 29, 2022 and the nine months ended October 30, 2021, weighted-average basic shares and weighted-average diluted shares outstanding are equal for the periods.

v3.22.2.2
Commitments and Contingencies
9 Months Ended
Oct. 29, 2022
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 10. Commitments and Contingencies

Litigation

The Company is a party to 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.

v3.22.2.2
Income Taxes
9 Months Ended
Oct. 29, 2022
Income Tax Disclosure [Abstract]  
Income Taxes

Note 11. Income Taxes

The Company provides for income taxes at the end of each interim period based on the estimated effective tax rate for the full fiscal year. In interim periods where the entity is experiencing losses, an entity must make assumptions concerning its future taxable income and determine whether the realization of future tax benefits is more likely than not. The benefit for income taxes of $6,615 for the three months ended October 29, 2022 reflects the impact of a decrease in the Company’s estimated effective tax rate for the full fiscal year. The Company’s estimated effective tax rate is driven by the non-cash deferred tax expense created by the current period amortization of indefinite-lived goodwill and intangible assets for tax but not for book purposes. A portion of these deferred tax liabilities cannot be used as a source to support the realization of certain deferred tax assets related to the Company’s net operating losses which results in tax expense to record these deferred tax liabilities. The provision for income taxes was $1,288 and the effective income tax rate was (4.9%) for the nine months ended October 29, 2022. The Company’s effective tax rate for the nine months ended October 29, 2022 differs from the U.S. statutory rate of 21% primarily due to the increase in deferred tax liabilities attributable to indefinite-lived goodwill and intangible assets as described above, as well as state and foreign taxes partially offset by the impact of the valuation allowance established against additional deferred tax assets.

The benefit for income taxes was $2,118 for the three months ended October 30, 2021 and primarily reflected the impact of a decrease in the Company’s estimated effective tax rate for the full fiscal year. The provision for income taxes was $1,823 for the nine months ended October 30, 2021 and primarily represented the non-cash deferred tax expense created by the current period amortization of indefinite-lived goodwill and intangible assets for tax but not for book purposes. Additionally, the provision for income taxes for the nine months ended October 30, 2021 included a correction of an error of $882 related to the state tax impact of the non-cash deferred tax expense created by the amortization of indefinite-lived goodwill and intangible assets as previously recorded in the fourth quarter of fiscal 2020. The effective tax rate was (22.3%) for the nine months ended October 30, 2021 and differs from the U.S. statutory rate primarily due to the increase in deferred tax liabilities attributable to indefinite-lived goodwill and intangible assets as described above and the impact of the valuation allowance established against additional deferred tax assets.

Each reporting period, the Company evaluates the realizability of its deferred tax assets and has maintained a full valuation allowance against its deferred tax assets. These valuation allowances will be maintained until there is sufficient positive evidence to conclude that it is more likely than not that these deferred tax assets will be realized.

v3.22.2.2
Leases
9 Months Ended
Oct. 29, 2022
Leases [Abstract]  
Leases

Note 12. Leases

The Company determines if a contract contains a lease at inception. The Company has operating leases for real estate (primarily retail stores, storage and office spaces) some of which have initial terms of 10 years, and in many instances can be extended for an additional term, while the Company’s more recent leases are subject to shorter terms as a result of the implementation of the strategy to pursue shorter lease terms. The Company will not include renewal options in the underlying lease term unless the Company is reasonably certain to exercise the renewal option. Substantially all of the Company’s leases require a fixed annual rent, and most require the payment of additional rent if store sales exceed a negotiated amount. These percentage rent expenses are considered as variable lease costs and are recognized in the consolidated financial statements when incurred. In addition, the Company’s real estate

leases may also require additional payments for real estate taxes and other occupancy-related costs which it considers as non-lease components.

ROU assets and operating lease liabilities are recognized based upon the present value of the future lease payments over the lease term. As the Company’s leases do not provide an implicit borrowing rate, the Company uses an estimated incremental borrowing rate based upon a combination of market-based factors, such as market quoted forward yield curves and company specific factors, such as the Company’s credit rating, lease size and duration to calculate the present value.

Total lease cost is included in cost of sales and SG&A expense in the accompanying condensed consolidated statements of operations and comprehensive income (loss) and is recorded net of immaterial sublease income. Some leases have a non-cancelable lease term of less than one year and therefore, the Company has elected to exclude these short-term leases from our ROU asset and lease liabilities. Short term lease costs were immaterial for the nine months ended October 29, 2022 and October 30, 2021. The Company’s lease cost is comprised of the following:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

October 29,

 

 

October 30,

 

 

October 29,

 

 

October 30,

 

(in thousands)

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Operating lease cost

 

$

6,446

 

 

$

6,077

 

 

$

18,859

 

 

$

18,270

 

Variable operating lease cost

 

 

45

 

 

 

810

 

 

 

503

 

 

 

(59

)

Total lease cost

 

$

6,491

 

 

$

6,887

 

 

$

19,362

 

 

$

18,211

 

The operating lease cost for the three and nine months ended October 29, 2022 includes $2,152 of accelerated amortization associated with the wind-down of the Rebecca Taylor business. See Note 2 "Wind Down of Rebecca Taylor Business" for additional information. The operating lease cost above for the nine months ended October 30, 2021 included a benefit of $501 for the correction of an error recorded within SG&A expenses related to a lease amendment for a retail store location signed in April 2020. The amendment lowered the base rent for fiscal 2021 through fiscal 2023 which was not accounted for upon the signing of the agreement leading to an overstatement of the ROU asset related expenses and lease liability in the first quarter of fiscal 2020.

As of October 29, 2022, the future maturity of lease liabilities are as follows:

 

 

 

 

 

October 29,

 

(in thousands)

 

 

 

2022

 

Fiscal 2022

 

 

 

$

7,212

 

Fiscal 2023

 

 

 

 

26,758

 

Fiscal 2024

 

 

 

 

24,102

 

Fiscal 2025

 

 

 

 

15,598

 

Fiscal 2026

 

 

 

 

10,951

 

Thereafter

 

 

 

 

34,904

 

Total lease payments

 

 

 

 

119,525

 

Less: Imputed interest

 

 

 

 

(20,322

)

Total operating lease liabilities

 

 

 

$

99,203

 

The operating lease payments do not include any renewal options as such leases are not reasonably certain of being renewed as of October 29, 2022, and do not include $11,497 of legally binding minimum lease payments for leases signed but not yet commenced.

v3.22.2.2
Segment Financial Information
9 Months Ended
Oct. 29, 2022
Segment Reporting [Abstract]  
Segment Financial Information

Note 13. Segment Financial Information

The Company has identified three 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:

Vince Wholesale segment—consists of the Company’s operations to distribute Vince brand products to major department stores and specialty stores in the United States and select international markets;
Vince Direct-to-consumer segment—consists of the Company’s operations to distribute Vince brand products directly to the consumer through its Vince branded full-price specialty retail stores, outlet stores, e-commerce platform and its subscription service Vince Unfold; and
Rebecca Taylor and Parker segment—consists of the Company’s operations to distribute Rebecca Taylor and Parker brand products to high-end department and specialty stores in the U.S. and select international markets, directly to the
consumer through their own branded e-commerce platforms and Rebecca Taylor retail and outlet stores, and through its subscription service Rebecca Taylor RNTD.

On September 12, 2022, the Company announced its decision to wind down the Rebecca Taylor business. See Note 2 “Wind Down of Rebecca Taylor Business” for further details.

The accounting policies of the Company’s reportable segments are consistent with those described in Note 1 to the audited consolidated financial statements of VHC for the fiscal year ended January 29, 2022 included in the 2021 Annual Report on Form 10-K. Unallocated corporate expenses are related to the Vince brand and 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 Vince Wholesale and Vince Direct-to-consumer reportable segments. Unallocated corporate assets are related to the Vince brand and 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 the Company’s Vince Wholesale and Vince Direct-to-consumer reportable segments.

Beginning with the fourth quarter of fiscal 2021, the Company changed the allocation methodology for certain corporate operational expenses and assets between Vince Wholesale and Vince Direct-to-consumer segments. The prior period has been updated to conform to the current allocation methodology. These changes did not impact the Company’s previously reported consolidated financial results.

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

 

(in thousands)

 

Vince Wholesale

 

 

Vince Direct-to-consumer

 

 

Rebecca Taylor and Parker

 

 

Unallocated Corporate

 

 

Total

 

Three Months Ended October 29, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales (1)

 

$

55,023

 

 

$

34,651

 

 

$

8,890

 

 

$

 

 

$

98,564

 

Income (loss) before income taxes (2)

 

 

14,352

 

 

 

696

 

 

 

(13,155

)

 

 

(13,744

)

 

 

(11,851

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended October 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales (3)

 

$

42,636

 

 

$

35,722

 

 

$

9,092

 

 

$

 

 

$

87,450

 

Income (loss) before income taxes

 

 

14,394

 

 

 

3,715

 

 

 

(3,121

)

 

 

(14,891

)

 

 

97

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended October 29, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales (1)

 

$

135,179

 

 

$

103,633

 

 

$

27,322

 

 

$

 

 

$

266,134

 

Income (loss) before income taxes (2)

 

 

37,312

 

 

 

(723

)

 

 

(20,124

)

 

 

(42,571

)

 

 

(26,106

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended October 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales (3)

 

$

104,605

 

 

$

91,636

 

 

$

27,415

 

 

$

 

 

$

223,656

 

Income (loss) before income taxes

 

 

34,364

 

 

 

6,482

 

 

 

(7,955

)

 

 

(41,065

)

 

 

(8,174

)

 

(in thousands)

 

Vince Wholesale

 

 

Vince Direct-to-consumer

 

 

Rebecca Taylor and Parker

 

 

Unallocated Corporate

 

 

Total

 

October 29, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

101,239

 

 

$

104,679

 

 

$

20,092

 

 

$

123,271

 

 

$

349,281

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 29, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

64,502

 

 

$

108,019

 

 

$

38,825

 

 

$

125,881

 

 

$

337,227

 

(1) Net sales for the Rebecca Taylor and Parker reportable segment for the three and nine months ended October 29, 2022 consisted of $4,205 and $12,985 through wholesale distribution channels and $4,685 and $14,337 through direct-to-consumer distribution channels.

(2) Rebecca Taylor and Parker reportable segment includes a non-cash impairment charge of $2,566, of which $1,700 is related to the Rebecca Taylor tradename and $866 is related to property and equipment for the nine months ended October 29, 2022. The three and nine months ended October 29, 2022 also includes charges associated with the wind-down of the Rebecca Taylor business. See Note 2 "Wind Down of Rebecca Taylor Business" for additional information.

(3) Net sales for the Rebecca Taylor and Parker reportable segment for the three and nine months ended October 30, 2021 consisted of $5,171 and $17,316 through wholesale distribution channels and $3,921 and $10,099 through direct-to-consumer distribution channels.

v3.22.2.2
Related Party Transactions
9 Months Ended
Oct. 29, 2022
Related Party Transactions [Abstract]  
Related Party Transactions

Note 14. Related Party Transactions

Third Lien Credit Agreement

On December 11, 2020, Vince, LLC entered into the $20,000 Third Lien Credit Facility pursuant to the Third Lien Credit Agreement, by and among Vince, LLC, as the borrower, SK Financial, as agent and lender, and other lenders from time-to-time party thereto. SK Financial is an affiliate of Sun Capital, whose affiliates own, as of October 29, 2022, approximately 69% of the Company’s common stock. The Third Lien Credit Facility was reviewed and approved by the Special Committee of the Company’s Board of Directors, consisting solely of directors not affiliated with Sun Capital, which committee was represented by independent legal advisors.

See Note 5 “Long-Term Debt and Financing Arrangements” for additional information.

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 net operating losses 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 October 29, 2022, the Company’s total obligation under the Tax Receivable Agreement was estimated to be $0 based on projected future pre-tax income.

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 October 29, 2022 and October 30, 2021, the Company incurred expenses of $1 and $1, respectively, under the Sun Capital Consulting Agreement. During the nine months ended October 29, 2022 and October 30, 2021, the Company incurred expenses of $11 and $9, respectively, under the Sun Capital Consulting Agreement.

v3.22.2.2
Description of Business and Basis of Presentation (Policies)
9 Months Ended
Oct. 29, 2022
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Description of Business

(A) Description of Business: The Company is a global contemporary retailer, consisting of three brands: Vince, Rebecca Taylor, and Parker. Vince, established in 2002, is a leading global luxury apparel and accessories brand best known for creating elevated yet understated pieces for every day effortless style. Rebecca Taylor, founded in 1996 in New York City, is a contemporary womenswear line lauded for its signature prints, romantic detailing and vintage inspired aesthetic, reimagined for a modern era. Parker, founded in 2008 in New York City, is a contemporary women’s fashion brand that is trend focused. During the first half of fiscal 2020 the Company decided to pause the creation of new products for the Parker brand to focus resources on the operations of the Vince and Rebecca Taylor brands. On September 12, 2022, the Company announced its decision to wind down the Rebecca Taylor business. See Note 2 “Wind Down of Rebecca Taylor Business” for further details.

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 websites. 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 U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Therefore, these financial statements should be read in conjunction with VHC’s audited financial statements for the fiscal year ended January 29, 2022, as set forth in the 2021 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 October 29, 2022. All intercompany accounts and transactions have been eliminated in consolidation. 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.

Use of Estimates

(C) Use of Estimates: The preparation of financial statements in conformity with GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements which affect revenues and expenses during the period reported. Estimates are adjusted when necessary to reflect actual experience. Significant estimates and assumptions may affect many items in the financial statements. Actual results could differ from estimates and assumptions in amounts that may be material to the consolidated financial statements.

COVID 19

(D) COVID-19: The spread of the novel coronavirus (“COVID-19”), which was declared a pandemic by the World Health Organization in March 2020, remains highly volatile, particularly in light of ongoing vaccination efforts and emerging strains of the virus. In response, we implemented various measures to effectively manage our business as well as the impacts from the COVID-19 pandemic, including (i) serving our customers through our online e-commerce websites during the periods in which we were forced to shut down retail locations or operate with reduced shopping hours, alongside other retailers, including our wholesale partners, in accordance with state and local regulations related to the COVID-19 pandemic; (ii) engaging with our lenders to provide additional liquidity and increased operational flexibility; (iii) temporarily reducing retained employee salaries and suspending board retainer fees; (iv) engaging with our landlords to address the operating environment throughout the COVID-19 pandemic, including amending existing lease terms; and (v) streamlining our expense structure and carefully managing operational initiatives to align with the business environment and sales opportunities.

The unpredictable nature of the COVID-19 pandemic could negatively affect the outcome of the measures intended to address its impact and/or our current expectations of our future business performance.

Sources And Uses Of Liquidity

(E) Sources and Uses of Liquidity: The Company's sources of liquidity are cash and cash equivalents, cash flows from operations, if any, borrowings available under the 2018 Revolving Credit Facility (as amended and restated and as defined below) and its ability to access the capital markets, including the Open Market Sale AgreementSM entered into with Jefferies LLC in September 2021 (see Note 8 “Stockholders’ Equity” for further information). The Company's primary cash needs are funding working capital requirements, meeting its debt service requirements and capital expenditures for new stores and related leasehold improvements. The most significant components of the Company's working capital are cash and cash equivalents, accounts receivable, inventories, accounts payable and other current liabilities.

Our recent financial results have been, and our future financial results may be, subject to substantial fluctuations, and may be impacted by business conditions and macroeconomic factors as discussed below. While these potential fluctuations of our results introduce inherent uncertainty in our projections of liquidity, based on our current expectations, during the next twelve months from the date these financial statements are issued, we expect to maintain Excess Availability (as defined in the Revolving Credit Facility Agreement) minimally above the required threshold to meet our monthly Excess Availability covenant under our credit facilities and believe that our other sources of liquidity will generate sufficient cash flows to meet our operating obligations during this twelve month period. The foregoing expectation is dependent on a number of factors, including, among others, our ability to generate sufficient cash flow from operations, our ongoing ability to manage our operating obligations, the results of the currently ongoing inventory valuation and potential borrowing restrictions imposed by our lenders based on their credit judgment, which could materially and negatively impact our borrowing capacity, the wind down of the Rebecca Taylor business, as well as macroeconomic factors such as the rising costs and inflationary impacts on our customers, residual effect of the COVID-19 pandemic and the armed conflict between Ukraine and Russia. Any material negative impact from these factors or others could require us to implement alternative plans to satisfy our liquidity needs which may be unsuccessful. In the event that we are unable to timely service our debt, meet other contractual payment obligations or fund our other liquidity needs, we may need to refinance all or a portion of our indebtedness before maturity, seek waivers of or amendments to our contractual obligations for payment, reduce or delay scheduled expansions and capital expenditures, liquidate inventory through additional discounting, sell material assets or operations or seek other financing opportunities.

Revenue Recognition

(F) Revenue Recognition: The Company recognizes revenue when performance obligations identified under the terms of contracts with its customers are satisfied, which generally occurs upon the transfer of control in accordance with the contractual terms and conditions of the sale. Sales are recognized when the control of the goods are transferred to the customer for the Company’s wholesale business, upon receipt by the customer for the Company’s e-commerce business, and at the time of sale to the consumer for the Company’s retail business. See Note 13 “Segment Financial Information” for disaggregated revenue amounts by segment.

Revenue associated with gift cards is recognized upon redemption and unredeemed balances are considered a contract liability and recorded within other accrued expenses, which are subject to escheatment within the jurisdictions in which it operates. As of October 29, 2022 and January 29, 2022, the contract liability was $1,773 and $1,739, respectively. For the three and nine months ended October 29, 2022, the Company recognized $52 and $239, respectively, of revenue that was previously included in the contract liability as of January 29, 2022.

Recent Accounting Pronouncements

(G) Recent Accounting Pronouncements: Except as noted below, the Company has considered all recent accounting pronouncements and has concluded that there are no recent accounting pronouncements that may have a material impact on its Consolidated Financial Statements, based on current information.

Recently Issued Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-13: “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. The ASU requires an impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, each reporting entity should estimate an allowance for expected credit losses, which is intended to result in more timely recognition of losses. The new standard applies to trade receivables arising from revenue transactions. Under Accounting Standards Codification 606, revenue is recognized when, among other criteria, it is probable that an entity will collect the consideration it is entitled to when goods or services are transferred to a customer. When trade receivables are recorded, they become subject to the CECL model and estimates of expected credit losses on trade receivables over their contractual life will be required to be recorded at inception based on historical information, current conditions, and reasonable and supportable forecasts. This guidance is effective for smaller reporting companies for annual periods beginning after December 15, 2022, including the interim periods in the year. Early adoption is permitted. Management is currently evaluating the impact of this ASU but does not expect it to have a material impact on its consolidated financial statements.

v3.22.2.2
Wind down of Rebecca Taylor business (Tables)
9 Months Ended
Oct. 29, 2022
Discontinued Operations and Disposal Groups [Abstract]  
Summary of Rebecca Taylor Wind-Down Related Charges

The following table presents a summary of Rebecca Taylor wind down related charges, reported within the Rebecca Taylor and Parker segment, incurred for the three and nine months ended October 29, 2022:

 

(in thousands)

 

Three and Nine Months Ended
October 29, 2022

 

Cost of products sold:

 

 

 

Inventory write-down

 

$

6,696

 

Selling, general and administrative expenses:

 

 

 

Operating lease right-of-use asset accelerated amortization

 

 

2,152

 

Accelerated depreciation and amortization

 

 

1,062

 

Employee termination costs, net (1)

 

 

556

 

Other advisory and liquidation costs

 

 

650

 

Total selling, general and administrative expenses

 

 

4,420

 

Total wind-down charges

 

$

11,116

 

(1) Employee termination costs, net are primarily related to severance and were recorded within Other accrued expenses on the Condensed Consolidated Balance Sheets. Substantially all severance costs will be paid by the end of fiscal 2022.

v3.22.2.2
Goodwill and Intangible Assets (Tables)
9 Months Ended
Oct. 29, 2022
Goodwill And Intangible Assets Disclosure [Abstract]  
Summary of Net Goodwill Balances

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

 

(in thousands)

 

Vince Wholesale

 

 

Vince
Direct-to-consumer

 

 

Rebecca Taylor and Parker

 

 

Total Net Goodwill

 

Balance as of January 29, 2022

 

$

31,973

 

 

$

 

 

$

 

 

$

31,973

 

Balance as of October 29, 2022

 

$

31,973

 

 

$

 

 

$

 

 

$

31,973

 

Summary of Identifiable Intangible Assets

The following tables present a summary of identifiable intangible assets:

 

(in thousands)

 

Gross Amount

 

 

Accumulated Amortization

 

 

Accumulated Impairments

 

 

Reclassification to Assets Held for Sale

 

 

Net Book Value

 

Balance as of October 29, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

31,355

 

 

$

(22,084

)

 

$

(6,115

)

 

$

 

 

$

3,156

 

Tradenames (1)

 

 

22,236

 

 

 

(683

)

 

 

(18,663

)

 

 

(2,890

)

 

 

 

Indefinite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tradenames

 

 

101,850

 

 

 

 

 

 

(34,750

)

 

 

 

 

 

67,100

 

Total intangible assets

 

$

155,441

 

 

$

(22,767

)

 

$

(59,528

)

 

$

(2,890

)

 

$

70,256

 

(1) On September 12, 2022, the Company announced its decision to wind down the Rebecca Taylor business. Therefore, the Company determined that the indefinite life classification was no longer appropriate for the Rebecca Taylor tradename and began amortizing the Rebecca Taylor tradename in the third quarter of fiscal 2022. Amortization of the Rebecca Taylor tradename ceased upon classification as held for sale in the third quarter of fiscal 2022. Additionally, during the third quarter of fiscal 2022, the Parker tradename was classified as held for sale and amortization ceased. See Note 2 "Wind Down of Rebecca Taylor Business" for further information.

 

(in thousands)

 

Gross Amount

 

 

Accumulated Amortization

 

 

Accumulated Impairments

 

 

Net Book Value

 

Balance as of January 29, 2022

 

 

 

 

 

 

 

 

 

 

 

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

31,355

 

 

$

(21,635

)

 

$

(6,115

)

 

$

3,605

 

Tradenames

 

 

13,100

 

 

 

(143

)

 

 

(12,527

)

 

 

430

 

Indefinite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

Tradenames

 

 

110,986

 

 

 

 

 

 

(39,186

)

 

 

71,800

 

Total intangible assets

 

$

155,441

 

 

$

(21,778

)

 

$

(57,828

)

 

$

75,835

 

Schedule of Expected Amortization Expense for Identifiable Intangible Assets The estimated amortization expense for identifiable intangible assets for the remainder of fiscal 2022 and the next five fiscal years is expected to be as follows:

 

 

 

Future

 

(in thousands)

 

Amortization

 

2022

 

$

150

 

2023

 

 

598

 

2024

 

 

598

 

2025

 

 

598

 

2026

 

 

598

 

2027

 

 

598

 

 

 

$

3,140

 

v3.22.2.2
Fair Value Measurements (Tables)
9 Months Ended
Oct. 29, 2022
Fair Value Disclosures [Abstract]  
Summary of Non-Financial Assets Measured at Fair Value on Nonrecurring Basis

The following table presents the non-financial assets the Company measured at fair value on a non-recurring basis for the nine months ended October 29, 2022, based on such fair value hierarchy. There were no losses on these non-financial assets taken in the nine months ended October 30, 2021.

 

 

 

Net Carrying Value of
Impaired Assets as of

 

 

Fair Value Measured and Recorded at Reporting Date Using:

 

 

Total Losses - Nine Months Ended

 

 

(in thousands)

 

October 29, 2022

 

 

Level 1

 

 

 

Level 2

 

 

Level 3

 

 

October 29, 2022

 

 

Property and equipment

 

$

158

 

 

$

 

 

 

$

 

 

$

158

 

 

$

866

 

(1)

Tradename

 

 

2,630

 

 

 

 

 

 

 

 

 

 

 

2,630

 

 

 

1,700

 

(2)

(1) Recorded within Impairment of long-lived assets on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

(2) Recorded within Impairment of intangible assets on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 3 “Goodwill and Intangible Assets” for additional information. As of October 29, 2022, the carrying value of this tradename was classified within Assets Held for Sale on the Condensed Consolidated Balance Sheets.

v3.22.2.2
Long-Term Debt and Financing Arrangements (Tables)
9 Months Ended
Oct. 29, 2022
Debt Disclosure [Abstract]  
Summary of Long-Term Debt

Long-term debt consisted of the following:

 

 

 

October 29,

 

 

January 29,

 

(in thousands)

 

2022

 

 

2022

 

Long-term debt:

 

 

 

 

 

 

Term Loan Facilities

 

$

33,250

 

 

$

35,000

 

Revolving Credit Facilities

 

 

67,201

 

 

 

34,624

 

Third Lien Credit Facility

 

 

25,003

 

 

 

23,087

 

Total debt principal

 

 

125,454

 

 

 

92,711

 

Less: current portion of long-term debt

 

 

3,500

 

 

 

2,625

 

Less: deferred financing costs

 

 

2,437

 

 

 

1,217

 

Total long-term debt

 

$

119,517

 

 

$

88,869

 

v3.22.2.2
Share-Based Compensation (Tables)
9 Months Ended
Oct. 29, 2022
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Summary of Stock Option Activity

A summary of stock option activity for the nine months ended October 29, 2022 is as follows:

 

 

 

Stock Options

 

 

Weighted Average Exercise Price

 

 

Weighted Average Remaining Contractual Term (years)

 

 

Aggregate Intrinsic Value
(in
thousands)

 

Outstanding at January 29, 2022

 

 

58

 

 

$

38.77

 

 

 

3.7

 

 

$

 

Granted

 

 

 

 

$

 

 

 

 

 

 

 

Exercised

 

 

 

 

$

 

 

 

 

 

 

 

Forfeited or expired

 

 

 

 

$

 

 

 

 

 

 

 

Outstanding at October 29, 2022

 

 

58

 

 

$

38.77

 

 

 

2.9

 

 

$

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested and exercisable at October 29, 2022

 

 

58

 

 

$

38.77

 

 

 

2.9

 

 

$

 

Schedule of Restricted Stock Units Activity

A summary of restricted stock unit activity for the nine months ended October 29, 2022 is as follows:

 

 

 

Restricted Stock Units

 

 

Weighted Average Grant Date Fair Value

 

Non-vested restricted stock units at January 29, 2022

 

 

628,883

 

 

$

10.48

 

Granted

 

 

277,402

 

 

$

7.80

 

Vested

 

 

(255,951

)

 

$

9.84

 

Forfeited

 

 

(85,883

)

 

$

10.48

 

Non-vested restricted stock units at October 29, 2022

 

 

564,451

 

 

$

9.46

 

v3.22.2.2
Earnings (Loss) Per Share (Tables)
9 Months Ended
Oct. 29, 2022
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

 

 

Nine Months Ended

 

 

 

October 29,

 

 

October 30,

 

 

October 29,

 

 

October 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Weighted-average shares—basic

 

 

12,307,952

 

 

 

11,935,371

 

 

 

12,186,490

 

 

 

11,882,147

 

Effect of dilutive equity securities

 

 

 

 

 

84,058

 

 

 

 

 

 

 

Weighted-average shares—diluted

 

 

12,307,952

 

 

 

12,019,429

 

 

 

12,186,490

 

 

 

11,882,147

 

v3.22.2.2
Leases (Tables)
9 Months Ended
Oct. 29, 2022
Leases [Abstract]  
Summary of Lease Cost The Company’s lease cost is comprised of the following:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

October 29,

 

 

October 30,

 

 

October 29,

 

 

October 30,

 

(in thousands)

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Operating lease cost

 

$

6,446

 

 

$

6,077

 

 

$

18,859

 

 

$

18,270

 

Variable operating lease cost

 

 

45

 

 

 

810

 

 

 

503

 

 

 

(59

)

Total lease cost

 

$

6,491

 

 

$

6,887

 

 

$

19,362

 

 

$

18,211

 

The operating lease cost for the three and nine months ended October 29, 2022 includes $2,152 of accelerated amortization associated with the wind-down of the Rebecca Taylor business. See Note 2 "Wind Down of Rebecca Taylor Business" for additional information.
Summary of Future Maturity of Lease Liabilities

As of October 29, 2022, the future maturity of lease liabilities are as follows:

 

 

 

 

 

October 29,

 

(in thousands)

 

 

 

2022

 

Fiscal 2022

 

 

 

$

7,212

 

Fiscal 2023

 

 

 

 

26,758

 

Fiscal 2024

 

 

 

 

24,102

 

Fiscal 2025

 

 

 

 

15,598

 

Fiscal 2026

 

 

 

 

10,951

 

Thereafter

 

 

 

 

34,904

 

Total lease payments

 

 

 

 

119,525

 

Less: Imputed interest

 

 

 

 

(20,322

)

Total operating lease liabilities

 

 

 

$

99,203

 

v3.22.2.2
Segment Financial Information (Tables)
9 Months Ended
Oct. 29, 2022
Segment Reporting [Abstract]  
Summary of Reportable Segments Information

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

 

(in thousands)

 

Vince Wholesale

 

 

Vince Direct-to-consumer

 

 

Rebecca Taylor and Parker

 

 

Unallocated Corporate

 

 

Total

 

Three Months Ended October 29, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales (1)

 

$

55,023

 

 

$

34,651

 

 

$

8,890

 

 

$

 

 

$

98,564

 

Income (loss) before income taxes (2)

 

 

14,352

 

 

 

696

 

 

 

(13,155

)

 

 

(13,744

)

 

 

(11,851

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended October 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales (3)

 

$

42,636

 

 

$

35,722

 

 

$

9,092

 

 

$

 

 

$

87,450

 

Income (loss) before income taxes

 

 

14,394

 

 

 

3,715

 

 

 

(3,121

)

 

 

(14,891

)

 

 

97

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended October 29, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales (1)

 

$

135,179

 

 

$

103,633

 

 

$

27,322

 

 

$

 

 

$

266,134

 

Income (loss) before income taxes (2)

 

 

37,312

 

 

 

(723

)

 

 

(20,124

)

 

 

(42,571

)

 

 

(26,106

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended October 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales (3)

 

$

104,605

 

 

$

91,636

 

 

$

27,415

 

 

$

 

 

$

223,656

 

Income (loss) before income taxes

 

 

34,364

 

 

 

6,482

 

 

 

(7,955

)

 

 

(41,065

)

 

 

(8,174

)

 

(in thousands)

 

Vince Wholesale

 

 

Vince Direct-to-consumer

 

 

Rebecca Taylor and Parker

 

 

Unallocated Corporate

 

 

Total

 

October 29, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

101,239

 

 

$

104,679

 

 

$

20,092

 

 

$

123,271

 

 

$

349,281

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 29, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

64,502

 

 

$

108,019

 

 

$

38,825

 

 

$

125,881

 

 

$

337,227

 

(1) Net sales for the Rebecca Taylor and Parker reportable segment for the three and nine months ended October 29, 2022 consisted of $4,205 and $12,985 through wholesale distribution channels and $4,685 and $14,337 through direct-to-consumer distribution channels.

(2) Rebecca Taylor and Parker reportable segment includes a non-cash impairment charge of $2,566, of which $1,700 is related to the Rebecca Taylor tradename and $866 is related to property and equipment for the nine months ended October 29, 2022. The three and nine months ended October 29, 2022 also includes charges associated with the wind-down of the Rebecca Taylor business. See Note 2 "Wind Down of Rebecca Taylor Business" for additional information.

(3) Net sales for the Rebecca Taylor and Parker reportable segment for the three and nine months ended October 30, 2021 consisted of $5,171 and $17,316 through wholesale distribution channels and $3,921 and $10,099 through direct-to-consumer distribution channels.

v3.22.2.2
Description of Business and Basis of Presentation - Additional Information (Detail) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Oct. 29, 2022
Oct. 29, 2022
Jan. 29, 2022
Organization Consolidation And Presentation Of Financial Statements [Abstract]      
Contract liability $ 1,773 $ 1,773 $ 1,739
Revenue recognized included in contract liability $ 52 $ 239  
v3.22.2.2
Wind down of Rebecca Taylor business - Additional Information (Detail)
$ in Thousands
Oct. 29, 2022
USD ($)
Store
Jan. 29, 2022
USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Total Assets $ 349,281 $ 337,227
Assets held for sale 2,890  
Rebecca Taylor [Member]    
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Total Assets $ 19,800  
Assessment of estimated impact of wind down, number of retail stores | Store 18  
Rebecca Taylor [Member] | Tradenames [Member]    
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Assets held for sale $ 2,630  
Parker [Member] | Tradenames [Member]    
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Assets held for sale $ 260  
v3.22.2.2
Wind down of Rebecca Taylor business - Summary of Rebecca Taylor Wind -Down related charges (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Oct. 29, 2022
Oct. 30, 2021
Oct. 29, 2022
Oct. 30, 2021
Selling, general and administrative expenses:        
Total selling, general and administrative expenses $ 39,198 $ 38,999 $ 119,128 $ 104,326
Wind-down [Member] | Rebecca Taylor Inc [Member]        
Cost of products sold:        
Inventory write-down 6,696   6,696  
Selling, general and administrative expenses:        
Operating lease right-of-use asset accelerated amortization 2,152   2,152  
Accelerated depreciation and amortization 1,062   1,062  
Employee termination costs, net [1] 556   556  
Other advisory and liquidation costs 650   650  
Total selling, general and administrative expenses 4,420   4,420  
Total wind-down charges $ 11,116   $ 11,116  
[1] Employee termination costs, net are primarily related to severance and were recorded within Other accrued expenses on the Condensed Consolidated Balance Sheets. Substantially all severance costs will be paid by the end of fiscal 2022.
v3.22.2.2
Goodwill and Intangible Assets - Summary of Net Goodwill Balances (Detail)
$ in Thousands
Oct. 29, 2022
USD ($)
Goodwill [Line Items]  
Beginning balance - Total Net Goodwill $ 31,973
Ending balance - Total Net Goodwill 31,973
Vince [Member] | Wholesale [Member]  
Goodwill [Line Items]  
Beginning balance - Total Net Goodwill 31,973
Ending balance - Total Net Goodwill $ 31,973
v3.22.2.2
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($)
3 Months Ended 9 Months Ended
Oct. 29, 2022
Oct. 30, 2021
Oct. 29, 2022
Oct. 30, 2021
Identifiable Intangible Assets [Line Items]        
Accumulated impairments goodwill $ 101,845,000   $ 101,845,000  
Amortization of identifiable intangible assets 661,000 $ 164,000 989,000 $ 492,000
Rebecca Taylor [Member] | Tradenames [Member]        
Identifiable Intangible Assets [Line Items]        
Impairment of intangible assets $ 0 $ 0 $ 1,700,000 $ 0
v3.22.2.2
Goodwill and Intangible Assets - Summary of Identifiable Intangible Assets (Detail) - USD ($)
$ in Thousands
Oct. 29, 2022
Jan. 29, 2022
Identifiable Intangible Assets [Line Items]    
Gross Amount $ 155,441 $ 155,441
Accumulated Amortization (22,767) (21,778)
Reclassification to Assets Held for Sale (2,890)  
Total Intangible assets, Accumulated impairments (59,528) (57,828)
Net Book Value 70,256 75,835
Tradenames [Member]    
Identifiable Intangible Assets [Line Items]    
Gross Amount 101,850 110,986
Total Intangible assets, Accumulated impairments (34,750) (39,186)
Net Book Value 67,100 71,800
Customer Relationships [Member]    
Identifiable Intangible Assets [Line Items]    
Gross Amount 31,355 31,355
Accumulated Amortization (22,084) (21,635)
Accumulated Impairments (6,115) (6,115)
Net Book Value 3,156 3,605
Tradenames [Member]    
Identifiable Intangible Assets [Line Items]    
Gross Amount 22,236 13,100
Accumulated Amortization (683) (143)
Accumulated Impairments (18,663) (12,527)
Reclassification to Assets Held for Sale $ (2,890)  
Net Book Value   $ 430
v3.22.2.2
Goodwill and Intangible Assets - Schedule of Expected Amortization Expense for Identifiable Intangible Assets (Details)
$ in Thousands
Oct. 29, 2022
USD ($)
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract]  
Estimated amortization of identifiable intangible assets, Reminder of fiscal year $ 150
Estimated amortization of identifiable intangible assets, year one 598
Estimated amortization of identifiable intangible assets, year two 598
Estimated amortization of identifiable intangible assets, year three 598
Estimated amortization of identifiable intangible assets, year four 598
Estimated amortization of identifiable intangible assets, year five 598
Total $ 3,140
v3.22.2.2
Fair Value Measurements - Additional Information (Detail) - USD ($)
9 Months Ended
Oct. 30, 2021
Oct. 29, 2022
Jan. 29, 2022
Sep. 07, 2021
Dec. 11, 2020
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   125,454,000 92,711,000    
Losses on non-financial assets $ 0        
Term Loan Credit Facility [Member]          
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]          
Total long-term debt principal       $ 35,000,000  
Term Loan Credit Facility [Member] | Level 3 [Member]          
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]          
Fair value of term loan facility   32,000,000      
Third Lien Credit Agreement [Member]          
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]          
Total long-term debt principal   25,003,000 $ 23,087,000   $ 20,000,000
Third Lien Credit Agreement [Member] | Level 3 [Member]          
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]          
Fair value of term loan facility   $ 23,000,000      
v3.22.2.2
Fair Value Measurements - Summary of Non-Financial Assets Measured at Fair Value on Nonrecurring Basis (Detail) - USD ($)
$ in Thousands
9 Months Ended
Oct. 29, 2022
Jan. 29, 2022
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Property and equipment, net $ 13,286 $ 17,117
Impairment of long-lived assets 866  
Property and Equipment [Member]    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Impairment of long-lived assets 866  
Level 3 [Member] | Impaired Asset [Member] | Fair Value, Nonrecurring    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Property and equipment, Fair Value 158  
Tradenames [Member]    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Tradename   $ 430
Impairment of intangible assets 1,700  
Tradenames [Member] | Level 3 [Member] | Impaired Asset [Member] | Fair Value, Nonrecurring    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Tradename, Fair Value 2,630  
Net Carrying Value [Member] | Impaired Asset [Member]    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Property and equipment, net 158  
Net Carrying Value [Member] | Tradenames [Member] | Impaired Asset [Member]    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Tradename $ 2,630  
v3.22.2.2
Long-Term Debt and Financing Arrangements - Summary of Long-Term Debt (Detail) - USD ($)
Oct. 29, 2022
Jan. 29, 2022
Dec. 11, 2020
Long-term debt:      
Total debt principal $ 125,454,000 $ 92,711,000  
Less: current portion of long-term debt 3,500,000 2,625,000  
Less: deferred financing costs 2,437,000 1,217,000  
Total long-term debt 119,517,000 88,869,000  
Term Loan Facilities [Member]      
Long-term debt:      
Total debt principal 33,250,000 35,000,000  
Revolving Credit Facilities [Member]      
Long-term debt:      
Total debt principal 67,201,000 34,624,000  
Third Lien Credit Agreement [Member]      
Long-term debt:      
Total debt principal $ 25,003,000 $ 23,087,000 $ 20,000,000
v3.22.2.2
Long-Term Debt and Financing Arrangements - Additional Information (Detail) - USD ($)
$ in Thousands
1 Months Ended 3 Months Ended 9 Months Ended 14 Months Ended
Sep. 07, 2021
Jun. 07, 2020
Sep. 30, 2022
Dec. 28, 2022
Oct. 29, 2022
Oct. 30, 2021
Oct. 29, 2022
Jan. 29, 2022
Aug. 21, 2018
Debt Instrument [Line Items]                  
Repayment of borrowings under the Term Loan Facilities         $ 1,750 $ 24,750      
Total long-term debt principal         $ 125,454   $ 125,454 $ 92,711  
Variable rate percentage   0.00%              
2018 Term Loan Facility [Member] | Vince, LLC [Member]                  
Debt Instrument [Line Items]                  
Repayment of borrowings under the Term Loan Facilities $ 27,500                
Write-off of remaining deferred financing costs 758                
2018 Term Loan Facility [Member] | Prepayment Penalty [Member] | Vince, LLC [Member]                  
Debt Instrument [Line Items]                  
Prepayment penalty 743                
2018 Revolving Credit Facility [Member] | Vince, LLC [Member]                  
Debt Instrument [Line Items]                  
Repayment of borrowings under the Term Loan Facilities 25,960                
Financing costs incurred     $ 611            
2018 Revolving Credit Facility [Member] | Vince, LLC [Member] | Pro Forma [Member]                  
Debt Instrument [Line Items]                  
Percentage of excess availability greater than loan                 20.00%
Pro forma excess availability                 $ 10,000
Term Loan Credit Facility [Member]                  
Debt Instrument [Line Items]                  
Total long-term debt principal $ 35,000                
Debt instrument, maturity date Sep. 07, 2026                
Debt instrument, maturity date description         The Term Loan Credit Facility matures on the earlier of September 7, 2026 and 91 days after the maturity date of the 2018 Revolving Credit Facility        
Term Loan Credit Facility [Member] | Vince, LLC [Member]                  
Debt Instrument [Line Items]                  
Repayment of borrowings under the Term Loan Facilities             $ 1,750    
Payments of principal balance $ 875                
Credit facility, interest rate description         Interest is payable on loans under the Term Loan Credit Facility at a rate equal to the 90-day LIBOR rate, or an alternate applicable reference rate in the event LIBOR is no longer available, subject, in either case, to a 1.0% floor, plus 7.0%. During the continuance of certain specified events of default, interest will accrue on the overdue amount of any loan at a rate of 2.0% in excess of the rate otherwise applicable to such amount.        
Debt instrument, accrued interest rate, percentage 1.00%                
Variable rate percentage 7.00%                
Term lenders fees payable under agreement.     600            
Additional term lender fee payable if full amount not paid upon final maturity of the term loan credit facility     850            
Financing costs incurred     1,525            
Deferred debt issuance costs     $ 1,450            
Debt instrument, requirement to maintain minimum availability under facility as percentage of commitments 10.00%                
Debt instrument, requirement to maintain minimum availability under facility as commitments $ 9,500                
Term Loan Credit Facility [Member] | Vince, LLC [Member] | Pro Forma [Member]                  
Debt Instrument [Line Items]                  
Percentage of excess availability greater than loan 25.00%                
Pro forma excess availability $ 15,000                
Term Loan Credit Facility [Member] | Vince, LLC [Member] | Selling, General and Administrative Expenses [Member]                  
Debt Instrument [Line Items]                  
Financing costs incurred         $ 75        
Term Loan Credit Facility [Member] | Vince, LLC [Member] | Subsequent Event [Member]                  
Debt Instrument [Line Items]                  
Additional potential liquidity       $ 5,000          
Term Loan Credit Facility [Member] | Vince, LLC [Member] | Interest Rate on Overdue Loan Amount [Member]                  
Debt Instrument [Line Items]                  
Variable rate percentage 2.00%                
Term Loan Credit Facility [Member] | Rebecca Taylor and Parker [Member]                  
Debt Instrument [Line Items]                  
Required prepayment percentage of net cash proceeds from sale of intellectual property     100.00%            
v3.22.2.2
Long-Term Debt and Financing Arrangements - Additional Information 1 (Detail)
1 Months Ended 3 Months Ended 9 Months Ended
Sep. 07, 2021
USD ($)
Dec. 11, 2020
USD ($)
Jun. 08, 2020
USD ($)
Jun. 07, 2020
Nov. 04, 2019
USD ($)
Aug. 21, 2018
USD ($)
Sep. 30, 2022
USD ($)
Dec. 28, 2022
USD ($)
Oct. 29, 2022
USD ($)
Jan. 29, 2022
Oct. 30, 2021
Line Of Credit Facility [Line Items]                      
Variable rate percentage       0.00%              
2018 Revolving Credit Facility [Member]                      
Line Of Credit Facility [Line Items]                      
Amount available under the Revolving Credit Facility                 $ 26,809,000    
Amount outstanding under the credit facility                 67,201,000    
Letters of credit amount outstanding                 $ 5,990,000    
Weighted average interest rate for borrowings outstanding                 4.80%    
Third Revolver Amendment [Member]                      
Line Of Credit Facility [Line Items]                      
Increased aggregate commitments amount     $ 110,000,000                
Variable rate percentage     1.00%                
Consolidated fixed charge coverage ratio     1.0                
Maximum percentage of EBITDA     22.50%               27.50%
Increase in applicable margin rate     0.75%                
Amount requirement to pay down to extent cash on hand     $ 5,000,000                
Cash on hand     5,000,000                
Secured debt     8,000,000                
Third Revolver Amendment [Member] | Between September 6, 2020 and January 9, 2021 [Member]                      
Line Of Credit Facility [Line Items]                      
Maximum excess available under facility     10,000,000                
Third Revolver Amendment [Member] | Between January 10, 2021 and January 31, 2021 [Member]                      
Line Of Credit Facility [Line Items]                      
Maximum excess available under facility     12,500,000                
Third Revolver Amendment [Member] | All Other Times During Extended Accommodation Period [Member]                      
Line Of Credit Facility [Line Items]                      
Maximum excess available under facility     $ 15,000,000                
Fifth Amendment to 2018 Revolving Credit Facility [Member]                      
Line Of Credit Facility [Line Items]                      
Consolidated fixed charge coverage ratio   1.0                  
Increase in applicable margin rate   0.75%                  
Maximum percentage of EBITDA                   27.50% 22.50%
Cash dominion trigger amount through end of extended accommodation period   $ 15,000,000                  
Percentage of loan cap begins after end of extended accommodation period   12.50%                  
Maximum loan cap amount begins after end of extended accommodation period   $ 5,000,000                  
Fifth Amendment to 2018 Revolving Credit Facility [Member] | Financial Advisor [Member]                      
Line Of Credit Facility [Line Items]                      
Excess availability of loan cap percentage   25.00%                  
Fifth Amendment to 2018 Revolving Credit Facility [Member] | Through End of Accommodation Period [Member]                      
Line Of Credit Facility [Line Items]                      
Maximum excess available under facility   $ 7,500,000                  
Fifth Amendment to 2018 Revolving Credit Facility [Member] | August 1, 2020 Through End of Extended Accommodation Period [Member]                      
Line Of Credit Facility [Line Items]                      
Maximum excess available under facility   $ 10,000,000                  
Vince, LLC [Member] | 2018 Revolving Credit Facility [Member]                      
Line Of Credit Facility [Line Items]                      
Maximum borrowing capacity           $ 80,000,000          
Line of credit facility percentage increase in interest rate in case of default           2.00%          
Financing costs incurred             $ 611,000        
Percentage of loan less than excess availability           10.00%          
Consolidated fixed charge coverage ratio           1.0          
Vince, LLC [Member] | 2018 Revolving Credit Facility [Member] | Excess Availability Greater than 25.0% [Member]                      
Line Of Credit Facility [Line Items]                      
Percentage of excess availability greater than loan           25.00%          
Pro forma excess availability           $ 12,500,000          
Vince, LLC [Member] | 2018 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          
Vince, LLC [Member] | 2018 Revolving Credit Facility [Member] | Federal Funds Rate [Member]                      
Line Of Credit Facility [Line Items]                      
Variable rate percentage           0.50%          
Vince, LLC [Member] | 2018 Revolving Credit Facility [Member] | LIBOR [Member]                      
Line Of Credit Facility [Line Items]                      
Variable rate percentage           1.00%          
Vince, LLC [Member] | 2018 Revolving Credit Facility [Member] | Maximum [Member]                      
Line Of Credit Facility [Line Items]                      
Letters of credit sublimit amount           $ 25,000,000          
Increased aggregate commitments amount           $ 20,000,000          
Vince, LLC [Member] | Second Amendment to 2018 Revolving Credit Facility [Member] | Maximum [Member]                      
Line Of Credit Facility [Line Items]                      
Total (new) commitments amount         $ 100,000,000            
Vince, LLC [Member] | Second Amendment to 2018 Revolving Credit Facility [Member] | Minimum [Member]                      
Line Of Credit Facility [Line Items]                      
Increased aggregate commitments amount         $ 20,000,000            
Vince, LLC [Member] | Amended and Restated Revolving Credit Facility Agreement [Member]                      
Line Of Credit Facility [Line Items]                      
ABL lenders fees payable             375,000        
Additional ABL lender fee payable if full amount not paid upon final maturity of the term loan credit facility             $ 125,000        
Additional potential liquidity               $ 5,000,000      
Debt instrument, maturity date description                 extended the maturity of the 2018 Revolving Credit Facility to the earlier of June 8, 2026 and 91 days prior to the maturity of the Term Loan Credit Facility    
Debt instrument, maturity date Jun. 08, 2026                    
Debt instrument percentage by which applicable margins are lowered 0.75%                    
Debt instrument, requirement to maintain minimum availability under facility as commitments $ 9,500,000                    
Debt instrument, requirement to maintain minimum availability under facility as percentage of commitments 10.00%                    
Vince, LLC [Member] | Amended and Restated Revolving Credit Facility Agreement [Member] | Pro Forma [Member]                      
Line Of Credit Facility [Line Items]                      
Cash dominion trigger event, percentage of excess availability greater than loan 12.50%                    
Cash dominion trigger event excess availability $ 11,000,000                    
v3.22.2.2
Long-Term Debt and Financing Arrangements - Additional Information 2 (Detail) - USD ($)
$ in Thousands
9 Months Ended
Sep. 07, 2021
Dec. 11, 2020
Jun. 07, 2020
Oct. 29, 2022
Oct. 30, 2021
Jan. 29, 2022
Debt Instrument [Line Items]            
Total long-term debt principal       $ 125,454   $ 92,711
Variable rate percentage     0.00%      
Payment for revolving credit facility       1,750 $ 24,750  
Third Lien Credit Agreement [Member]            
Debt Instrument [Line Items]            
Total long-term debt principal   $ 20,000        
Closing fee payable in kind       $ 400    
Deferred financing costs   485        
Third Lien Credit Agreement [Member] | 2018 Revolving Credit Facility [Member]            
Debt Instrument [Line Items]            
Payment for revolving credit facility   $ 20,000        
Third Lien Credit Agreement [Member] | LIBOR [Member]            
Debt Instrument [Line Items]            
Debt instrument, accrued interest rate, percentage   1.00%        
Third Lien Credit Agreement [Member] | Minimum [Member] | Interest Rate on Overdue Principal Amount [Member]            
Debt Instrument [Line Items]            
Variable rate percentage   2.00%        
Third Lien Credit Agreement [Member] | Sun Capital Partners Inc [Member]            
Debt Instrument [Line Items]            
Aggregate ownership of equity securities       69.00%    
Third Lien First Amendment [Member]            
Debt Instrument [Line Items]            
Debt instrument, maturity date description the Third Lien Credit Facility which amended its terms to extend its maturity to March 6, 2027, revised the interest rate to remove the tiered applicable margins so that the rate is now equal to the 90-day LIBOR rate, or an alternate applicable reference rate in the event LIBOR is no longer available, plus 9.0% at all times, and to reflect the applicable terms of the Term Loan Credit Facility as well as the A&R Revolving Credit Facility Agreement. Concurrently with the TL First Amendment and the ABL First Amendment, on September 30, 2022, Vince, LLC entered into the Second Amendment to the Third Lien Credit Agreement (the “Third Lien Second Amendment”). The Third Lien Second Amendment, among other things, (i) establishes variance reporting in connection with the Rebecca Taylor, Inc. liquidation; and (ii) permits the sale of the intellectual property of the Rebecca Taylor, Inc. and Parker Holding, LLC companies and the Rebecca Taylor, Inc. liquidation.          
Debt instrument, maturity date Mar. 06, 2027          
Third Lien First Amendment [Member] | LIBOR [Member]            
Debt Instrument [Line Items]            
Variable rate percentage 9.00%          
v3.22.2.2
Inventory - Additional Information (Detail) - USD ($)
$ in Thousands
Oct. 29, 2022
Jan. 29, 2022
Inventory Disclosure [Abstract]    
Finished goods, net of reserves $ 116,441 $ 78,564
v3.22.2.2
Share-Based Compensation - Additional Information (Detail) - USD ($)
1 Months Ended 3 Months Ended 9 Months Ended
Sep. 30, 2020
May 31, 2018
Oct. 29, 2022
Oct. 30, 2021
Oct. 29, 2022
Oct. 30, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Share-based compensation expense     $ 477,000 $ 596,000 $ 1,637,000 $ 1,485,000
Non-employees [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Share-based compensation expense     $ 59,000 $ 72,000 $ 248,000 $ 181,000
Vince 2013 Incentive Plan [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Additional shares of common stock available for issuance 1,000,000 660,000        
Vince 2013 Incentive Plan [Member] | Employee Stock Option [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Vesting period         4 years  
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  
Vince 2013 Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Stock options granted pursuant to the plan, description         Restricted stock units (“RSUs”) granted typically vest in equal installments over a three-year period or vest in equal installments over four years, subject to the employees’ continued employment  
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         7,266 7,270
Shares available for future issuance     62,834   62,834  
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     871,288   871,288  
Maximum [Member] | Vince 2013 Incentive Plan [Member] | Employee Stock Option [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
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  
v3.22.2.2
Share-Based Compensation - Summary of Stock Option Activity (Detail) - $ / shares
9 Months Ended 12 Months Ended
Oct. 29, 2022
Jan. 29, 2022
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]    
Stock Options, Outstanding at beginning of period 58  
Stock Options, Outstanding at end of period 58 58
Stock Options, Vested and exercisable at October 29, 2022 58  
Weighted Average Exercise Price, Outstanding at beginning of period $ 38.77  
Weighted Average Exercise Price, Outstanding at end of period 38.77 $ 38.77
Weighted Average Exercise Price, Vested and exercisable at October 29, 2022 $ 38.77  
Weighted Average Remaining Contractual Term (years), Outstanding 2 years 10 months 24 days 3 years 8 months 12 days
Weighted Average Remaining Contractual Term (years), Vested and exercisable at October 29, 2022 2 years 10 months 24 days  
v3.22.2.2
Share-Based Compensation - Schedule of Restricted Stock Units Activity (Detail) - Restricted Stock Units (RSUs) [Member]
9 Months Ended
Oct. 29, 2022
$ / shares
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Restricted Stock Units, Non-vested restricted stock units at January 29, 2022 | shares 628,883
Restricted Stock Units, Granted | shares 277,402
Restricted Stock Units, Vested | shares (255,951)
Restricted Stock Units, Forfeited | shares (85,883)
Restricted Stock Units, Non-vested restricted stock units at October 29, 2022 | shares 564,451
Weighted Average Grant Date Fair Value, Non-vested restricted stock units at January 29, 2022 | $ / shares $ 10.48
Weighted Average Grant Date Fair Value, Granted | $ / shares 7.80
Weighted Average Grant Date Fair Value, Vested | $ / shares 9.84
Weighted Average Grant Date Fair Value, Forfeited | $ / shares 10.48
Weighted Average Grant Date Fair Value, Non-vested restricted stock units at October 29, 2022 | $ / shares $ 9.46
v3.22.2.2
Stockholders' Equity - Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Oct. 29, 2022
Oct. 29, 2022
Jan. 29, 2022
Sep. 09, 2021
Schedule Of Shareholders Equity [Line Items]        
Common stock, shares authorized 100,000,000 100,000,000 100,000,000  
Common stock price per share $ 0.01 $ 0.01 $ 0.01  
Stock issued during period, shares 0      
Proceeds from common stock issuance   $ 825    
Registration Statement [Member]        
Schedule Of Shareholders Equity [Line Items]        
Authorized common stock shares available for sale from time to time in one or more offerings       3,000,000
At-the-Market Offering [Member]        
Schedule Of Shareholders Equity [Line Items]        
Common stock, shares authorized       1,000,000
Common stock price per share       $ 0.01
Stock issued during period, shares   104,980    
Proceeds from common stock issuance   $ 825    
Sale of stock average price per share   $ 7.86    
Remaining shares available under open market sales agreement 877,886 877,886    
v3.22.2.2
Earnings (Loss) Per Share - Schedule of Reconciliation of Weighted Average Basic Shares to Weighted Average Diluted Shares Outstanding (Detail) - shares
3 Months Ended 9 Months Ended
Oct. 29, 2022
Oct. 30, 2021
Oct. 29, 2022
Oct. 30, 2021
Earnings Per Share [Abstract]        
Weighted-average shares—basic 12,307,952 11,935,371 12,186,490 11,882,147
Effect of dilutive equity securities   84,058    
Weighted-average shares—diluted 12,307,952 12,019,429 12,186,490 11,882,147
v3.22.2.2
Earnings (Loss) Per Share - Additional Information (Detail)
3 Months Ended
Oct. 30, 2021
shares
Earnings Per Share [Abstract]  
Number of weighted average of anti-dilutive securities 484,050
v3.22.2.2
Income Taxes - Additional Information (Detail) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Oct. 29, 2022
Oct. 30, 2021
Oct. 29, 2022
Oct. 30, 2021
Income Tax Disclosure [Abstract]        
Effective tax rate     4.90% 22.30%
(Benefit) provision for income taxes $ (6,615) $ (2,118) $ 1,288 $ 1,823
U.S. statutory rate     21.00%  
Provision for income taxes included correction of error       $ 882
v3.22.2.2
Leases - Additional Information (Detail) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Oct. 29, 2022
Oct. 30, 2021
Oct. 29, 2022
Oct. 30, 2021
Lessee Lease Description [Line Items]        
Initial terms of operating leases 10 years   10 years  
Option to extend, description, operating leases     The Company has operating leases for real estate (primarily retail stores, storage and office spaces) some of which have initial terms of 10 years, and in many instances can be extended for an additional term, while the Company’s more recent leases are subject to shorter terms as a result of the implementation of the strategy to pursue shorter lease terms.  
Option to extend, existence, operating leases     true  
Operating lease cost $ 6,446 $ 6,077 $ 18,859 $ 18,270
Future minimum payment lease not yet commenced 11,497   11,497  
Accelerated Amortization [Member] | Rebecca Taylor [Member]        
Lessee Lease Description [Line Items]        
Operating lease right-of-use asset accelerated amortization $ 2,152   $ 2,152  
Error Correction [Member] | SG&A Expenses [Member]        
Lessee Lease Description [Line Items]        
Operating lease cost       $ 501
v3.22.2.2
Leases - Summary of Lease Cost (Detail) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Oct. 29, 2022
Oct. 30, 2021
Oct. 29, 2022
Oct. 30, 2021
Leases [Abstract]        
Operating lease cost $ 6,446 $ 6,077 $ 18,859 $ 18,270
Variable operating lease cost 45 810 503 (59)
Total lease cost $ 6,491 $ 6,887 $ 19,362 $ 18,211
v3.22.2.2
Leases - Summary of Future Maturity of Lease Liabilities (Detail)
$ in Thousands
Oct. 29, 2022
USD ($)
Leases [Abstract]  
Fiscal 2022 $ 7,212
Fiscal 2023 26,758
Fiscal 2024 24,102
Fiscal 2025 15,598
Fiscal 2026 10,951
Thereafter 34,904
Total lease payments 119,525
Less: Imputed interest (20,322)
Total operating lease liabilities $ 99,203
v3.22.2.2
Segment Financial Information - Additional Information (Detail)
9 Months Ended
Oct. 29, 2022
Segments
Segment Reporting [Abstract]  
Number of reportable segments 3
v3.22.2.2
Segment Financial Information - Summary of Reportable Segments Information (Detail) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Oct. 29, 2022
Oct. 30, 2021
Oct. 29, 2022
Oct. 30, 2021
Segment Reporting Information [Line Items]        
Net Sales $ 98,564 $ 87,450 $ 266,134 $ 223,656
Income (loss) before income taxes (11,851) 97 (26,106) (8,174)
Operating Segments [Member] | Vince Wholesale [Member]        
Segment Reporting Information [Line Items]        
Net Sales 55,023 42,636 135,179 104,605
Income (loss) before income taxes 14,352 14,394 37,312 34,364
Operating Segments [Member] | Vince Direct-to-Consumer [Member]        
Segment Reporting Information [Line Items]        
Net Sales 34,651 35,722 103,633 91,636
Income (loss) before income taxes 696 3,715 (723) 6,482
Operating Segments [Member] | Rebecca Taylor and Parker [Member]        
Segment Reporting Information [Line Items]        
Net Sales 8,890 9,092 27,322 27,415
Income (loss) before income taxes (13,155) (3,121) (20,124) (7,955)
Unallocated Corporate [Member]        
Segment Reporting Information [Line Items]        
Income (loss) before income taxes $ (13,744) $ (14,891) $ (42,571) $ (41,065)
v3.22.2.2
Segment Financial Information - Summary of Assets by Reportable Segments (Detail) - USD ($)
$ in Thousands
Oct. 29, 2022
Jan. 29, 2022
Segment Reporting Information [Line Items]    
Total Assets $ 349,281 $ 337,227
Operating Segments [Member] | Vince Wholesale [Member]    
Segment Reporting Information [Line Items]    
Total Assets 101,239 64,502
Operating Segments [Member] | Vince Direct-to-Consumer [Member]    
Segment Reporting Information [Line Items]    
Total Assets 104,679 108,019
Operating Segments [Member] | Rebecca Taylor and Parker [Member]    
Segment Reporting Information [Line Items]    
Total Assets 20,092 38,825
Unallocated Corporate [Member]    
Segment Reporting Information [Line Items]    
Total Assets $ 123,271 $ 125,881
v3.22.2.2
Segment Financial Information - Summary of Reportable Segments Information (Parenthetical) (Detail) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Oct. 29, 2022
Oct. 30, 2021
Oct. 29, 2022
Oct. 30, 2021
Segment Reporting Information [Line Items]        
Net sales $ 98,564 $ 87,450 $ 266,134 $ 223,656
Rebecca Taylor and Parker Wholesale [Member]        
Segment Reporting Information [Line Items]        
Net sales 4,205 5,171 12,985 17,316
Rebecca Taylor and Parker Direct-to-Consumer [Member]        
Segment Reporting Information [Line Items]        
Net sales $ 4,685 $ 3,921 14,337 $ 10,099
Rebecca Taylor and Parker [Member]        
Segment Reporting Information [Line Items]        
Non-cash impairment charges     2,566  
Rebecca Taylor and Parker [Member] | Tradenames [Member]        
Segment Reporting Information [Line Items]        
Non-cash impairment charges     1,700  
Rebecca Taylor and Parker [Member] | Property and Equipment [Member]        
Segment Reporting Information [Line Items]        
Non-cash impairment charges     $ 866  
v3.22.2.2
Related Party Transactions - Additional Information (Detail) - USD ($)
3 Months Ended 9 Months Ended
Jun. 07, 2020
Nov. 27, 2013
Oct. 29, 2022
Oct. 30, 2021
Oct. 29, 2022
Oct. 30, 2021
Jan. 29, 2022
Dec. 11, 2020
Related Party Transaction [Line Items]                
Maximum borrowing capacity     $ 125,454,000   $ 125,454,000   $ 92,711,000  
Agreed basis spread on variable rate per annum on deferred payment 0.00%              
Pre-IPO Stockholders [Member] | Tax Receivable Agreement [Member]                
Related Party Transaction [Line Items]                
Aggregate reduction in taxes payable percentage   85.00%            
Total estimated obligation under Tax Receivable Agreement     0   $ 0      
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 Capital Consulting Agreement [Member]                
Related Party Transaction [Line Items]                
Reimbursement of expenses incurred     1,000 $ 1,000 $ 11,000 $ 9,000    
Third Lien Credit Agreement [Member]                
Related Party Transaction [Line Items]                
Maximum borrowing capacity     $ 25,003,000   $ 25,003,000   $ 23,087,000 $ 20,000,000
Sun Capital [Member] | Third Lien Credit Agreement [Member]                
Related Party Transaction [Line Items]                
Ownership percentage of common stock     69.00%   69.00%