VINCE HOLDING CORP., 10-K filed on 5/2/2024
Annual Report
v3.24.1.u1
Document and Entity Information - USD ($)
$ in Millions
 12 Months Ended
Feb. 03, 2024
Apr. 08, 2024
Jul. 29, 2023
Cover [Abstract]      
Document Type 10-K    
Amendment Flag false    
Document Period End Date Feb. 03, 2024    
Document Fiscal Year Focus 2023    
Document Fiscal Period Focus FY    
Trading Symbol VNCE    
Entity Registrant Name VINCE HOLDING CORP.    
Entity Central Index Key 0001579157    
Current Fiscal Year End Date --02-03    
Entity Well-known Seasoned Issuer No    
Entity Current Reporting Status Yes    
Entity Voluntary Filers No    
Entity Filer Category Non-accelerated Filer    
Entity Small Business true    
Entity Emerging Growth Company false    
Entity Shell Company false    
Entity Common Stock, Shares Outstanding   12,507,431  
Entity Public Float     $ 10.7
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 323    
Local Phone Number 421-5980    
Title of 12(b) Security Common Stock, $0.01 par value per share    
Security Exchange Name NYSE    
Document Annual Report true    
Document Transition Report false    
Entity Interactive Data Current Yes    
Entity Incorporation, State or Country Code DE    
ICFR Auditor Attestation Flag false    
Document Financial Statement Error Correction [Flag] false    
Auditor Name PricewaterhouseCoopers LLP    
Auditor Firm ID 238    
Auditor Location New York, New York    
Documents Incorporated by Reference [Text Block]

Portions of the registrant's definitive proxy statement to be filed with the Securities and Exchange Commission in connection with the registrant's 2023 annual meeting of stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K.

    
v3.24.1.u1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Feb. 03, 2024
Jan. 28, 2023
Current assets:    
Cash and cash equivalents $ 357 $ 1,079
Trade receivables, net of allowance for doubtful accounts of $377 and $759 at February 3, 2024 and January 28, 2023, respectively 20,671 20,733
Inventories, net 58,777 90,008
Prepaid expenses and other current assets 4,997 3,515
Total current assets 84,802 115,335
Property and equipment, net 6,972 10,479
Operating lease right-of-use assets, net 73,003 72,616
Intangible assets, net   70,106
Goodwill 31,973 31,973
Assets held for sale   260
Equity method investment 26,147  
Other assets 2,252 2,576
Total assets 225,149 303,345
Current liabilities:    
Accounts payable 31,678 49,396
Accrued salaries and employee benefits 3,967 4,301
Other accrued expenses [1] 8,980 15,020
Short-term lease liabilities 16,803 20,892
Current portion of long-term debt   3,500
Total current liabilities 61,428 93,109
Long-term debt [2] 43,950 108,078
Long-term lease liabilities 67,705 72,098
Deferred income tax liability 4,913 8,934
Other liabilities   869
Commitments and contingencies (Note 10)
Stockholders' equity:    
Common stock at $0.01 par value (100,000,000 shares authorized, 12,506,556 and 12,335,405 shares issued and outstanding at February 3, 2024 and January 28, 2023, respectively) 125 123
Additional paid-in capital 1,144,740 1,143,295
Accumulated deficit (1,097,634) (1,123,080)
Accumulated other comprehensive loss (78) (81)
Total stockholders' equity 47,153 20,257
Total liabilities and stockholders' equity $ 225,149 $ 303,345
[1] Includes accrued royalty expense of $361, which is with a related party.
[2] Includes Third Lien Credit Facility of $29,982, which is with a related party.
v3.24.1.u1
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Feb. 03, 2024
Jan. 28, 2023
Allowance for doubtful accounts $ 377 $ 759
Common stock, par value $ 0.01 $ 0.01
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 12,506,556 12,335,405
Common stock, shares outstanding 12,506,556 12,335,405
Long-term debt [1] $ 43,950 $ 108,078
Related Party [Member]    
Accrued royalty expenses 361 361
Third Lien Credit Facility [Member] | Related Party [Member]    
Long-term debt $ 29,982 $ 29,982
[1] Includes Third Lien Credit Facility of $29,982, which is with a related party.
v3.24.1.u1
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($)
 12 Months Ended
Feb. 03, 2024
Jan. 28, 2023
Income Statement [Abstract]    
Net sales $ 292,890,000 $ 357,442,000
Cost of products sold [1] 159,598,000 219,472,000
Gross profit 133,292,000 137,970,000
Impairment of intangible assets   1,700,000
Impairment of long-lived assets 0 1,880,000
Gain on sale of intangible assets (32,808,000) (1,620,000)
Selling, general and administrative expenses 134,476,000 161,432,000
Income (loss) from operations 31,624,000 (25,422,000)
Interest expense, net [2] 11,118,000 9,887,000
Income (loss) before income taxes and equity in net income of equity method investment 20,506,000 (35,309,000)
(Benefit) provision for income taxes (3,478,000) 3,037,000
Income (loss) before equity in net income of equity method investment 23,984,000 (38,346,000)
Equity in net income of equity method investment 1,462,000  
Net income (loss) 25,446,000 (38,346,000)
Other comprehensive income (loss):    
Foreign currency translation adjustments 3,000 41,000
Comprehensive income (loss) $ 25,449,000 $ (38,305,000)
Income (loss) per share:    
Basic income (loss) per share $ 2.05 $ (3.14)
Diluted income (loss) per share $ 2.04 $ (3.14)
Weighted average shares outstanding:    
Basic 12,442,781 12,223,004
Diluted 12,478,215 12,223,004
[1] Includes royalty expense of $9,486, which is with a related party.
[2] Includes capitalized PIK interest with the Third Lien Credit Facility of $4,026, which is with a related party.
v3.24.1.u1
Consolidated Statements of Operations and Comprehensive Income (Loss) (Parenthetical) - USD ($)
$ in Thousands
 12 Months Ended
Feb. 03, 2024
Jan. 28, 2023
Capitalized PIK Interest $ 4,026 $ 2,869
Related Party [Member]    
Royalty expense 9,486 9,486
Third Lien Credit Facility [Member] | Related Party [Member]    
Capitalized PIK Interest $ 4,026 $ 4,026
v3.24.1.u1
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. 29, 2022 $ 55,780 $ 120 $ 1,140,516 $ (1,084,734) $ (122)
Beginning Balance, shares at Jan. 29, 2022   11,986,127      
Comprehensive income (loss):          
Net income (loss) (38,346)     (38,346)  
Foreign currency translation adjustment 41       41
Common stock issuance, net of certain fees 825 $ 1 824    
Common stock issuance, net of certain fees, shares   104,980      
Share-based compensation expense 2,095   2,095    
Restricted stock unit vestings   $ 2 (2)    
Restricted stock unit vestings, shares   259,972      
Tax withholdings related to restricted stock vesting (213)   (213)    
Tax withholdings related to restricted stock vesting, shares   (25,199)      
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP") 75   75    
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP"), shares   9,525      
Ending Balance at Jan. 28, 2023 $ 20,257 $ 123 1,143,295 (1,123,080) (81)
Ending Balance, shares at Jan. 28, 2023 12,335,405 12,335,405      
Comprehensive income (loss):          
Net income (loss) $ 25,446     25,446  
Foreign currency translation adjustment 3       3
Share-based compensation expense 1,541   1,541    
Restricted stock unit vestings   $ 2 (2)    
Restricted stock unit vestings, shares   183,132      
Tax withholdings related to restricted stock vesting (142)   (142)    
Tax withholdings related to restricted stock vesting, shares   (28,886)      
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP") 48   48    
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP"), shares   16,905      
Ending Balance at Feb. 03, 2024 $ 47,153 $ 125 $ 1,144,740 $ (1,097,634) $ (78)
Ending Balance, shares at Feb. 03, 2024 12,506,556 12,506,556      
v3.24.1.u1
Consolidated Statements of Cash Flows - USD ($)
 12 Months Ended
Feb. 03, 2024
Jan. 28, 2023
Operating activities    
Net income (loss)) $ 25,446,000 $ (38,346,000)
Add (deduct) items not affecting operating cash flows:    
Impairment of intangible assets   1,700,000
Impairment of long-lived assets 0 1,880,000
Depreciation and amortization 4,939,000 8,334,000
Allowance for doubtful accounts 104,000 424,000
Gain on sale of intangible assets (32,808,000) (1,620,000)
Loss on disposal of property and equipment 260,000 121,000
Amortization of deferred financing costs 758,000 1,267,000
Deferred income taxes (4,021,000) 2,866,000
Share-based compensation expense 1,541,000 2,095,000
Capitalized PIK Interest due to loan with related party 4,026,000 2,869,000
Loss on debt extinguishment 3,136,000  
Equity in net income of equity method investment, net of distributions (121,000)  
Changes in assets and liabilities:    
Receivables, net (42,000) 8,787,000
Inventories 31,236,000 (11,462,000)
Prepaid expenses and other current assets (655,000) 1,198,000
Accounts payable and accrued expenses (23,994,000) 2,704,000
Other assets and liabilities (8,165,000) (2,078,000)
Net cash provided by (used in) operating activities 1,640,000 (19,261,000)
Investing activities    
Payments for capital expenditures (1,460,000) (2,782,000)
Transaction costs related to equity method investment (525,000)  
Proceeds from sale of intangible assets 77,525,000 4,250,000
Net cash provided by (used in) investing activities 75,540,000 1,468,000
Financing activities    
Proceeds from borrowings under the Revolving Credit Facilities 245,116,000 402,652,000
Repayment of borrowings under the Revolving Credit Facilities (289,387,000) (378,778,000)
Repayment of borrowings under the Term Loan Facilities (29,378,000) (5,622,000)
Proceeds from common stock issuance, net of certain fees   825,000
Tax withholdings related to restricted stock vesting (142,000) (213,000)
Proceeds from stock option exercises, restricted stock vesting, and issuance of common stock under employee stock purchase plan 48,000 75,000
Financing fees (3,336,000) (1,128,000)
Net cash provided by financing activities (77,079,000) 17,811,000
Increase (decrease) in cash, cash equivalents, and restricted cash 101,000 18,000
Effect of exchange rate changes on cash, cash equivalents, and restricted cash 2,000 2,000
Cash, cash equivalents, and restricted cash, beginning of period 1,116,000 1,096,000
Cash, cash equivalents, and restricted cash, end of period 1,219,000 1,116,000
Less: restricted cash at end of period 862,000 37,000
Cash and cash equivalents per balance sheet at end of period 357,000 1,079,000
Supplemental Disclosures of Cash Flow Information    
Cash payments for interest 6,400,000 3,352,000
Cash payments for income taxes, net of refunds 752,000 165,000
Supplemental Disclosures of Non-Cash Investing and Financing Activities    
Non-cash equity method investment 25,500,000  
Capital expenditures in accounts payable and accrued liabilities 117,000 19,000
Deferred financing fees in accrued liabilities $ 1,000 $ 1,050,000
v3.24.1.u1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 12 Months Ended
Feb. 03, 2024
Jan. 28, 2023
Pay vs Performance Disclosure    
Net Income (Loss) $ 25,446 $ (38,346)
v3.24.1.u1
Insider Trading Arrangements
 3 Months Ended
Feb. 03, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Rule 10b5-1 Arr Modified Flag false
Non-Rule 10b5-1 Arr Modified Flag false
v3.24.1.u1
Description of Business and Summary of Significant Accounting Policies
 12 Months Ended
Feb. 03, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of Business and Summary of Significant Accounting Policies

Note 1. Description of Business and Summary of Significant Accounting Policies

(A) Description of Business: The Company is a global retail company that operates the Vince brand women's and men's ready to wear business. 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. Previously, the Company also owned and operated the Rebecca Taylor and Parker brands until the sale of the respective intellectual property was completed, as discussed below.

On April 21, 2023 the Company entered into a strategic partnership ("Authentic Transaction") with Authentic Brands Group, LLC ("Authentic"), a global brand development, marketing and entertainment platform, whereby the Company contributed its intellectual property to a newly formed Authentic subsidiary ("ABG Vince") for cash consideration and a membership interest in ABG Vince. The Company closed the Asset Sale (as defined below) on May 25, 2023. On May 25, 2023, in connection with the Authentic Transaction, Vince, LLC entered into a License Agreement (the "License Agreement") with ABG-Vince LLC, which provides Vince, LLC with an exclusive, long-term license to use the Licensed Property in the Territory to the Approved Accounts (each as defined in the License Agreement). See Note 2 "Recent Transactions" for additional information.

Rebecca Taylor, founded in 1996 in New York City, was a contemporary womenswear line lauded for its signature prints, romantic detailing and vintage inspired aesthetic, reimagined for a modern era. On September 12, 2022, the Company announced its decision to wind down the Rebecca Taylor business. On December 22, 2022, the Company's indirectly wholly owned subsidiary, Rebecca Taylor, Inc., completed the sale of its intellectual property and certain related ancillary assets to RT IPCO, LLC, an affiliate of Ramani Group. See Note 2 "Recent Transactions" for further information.

Parker, founded in 2008 in New York City, was a contemporary women's fashion brand that was 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 February 17, 2023, the Company's indirectly wholly owned subsidiary, Parker Lifestyle, LLC, completed the sale of its intellectual property and certain related ancillary assets to Parker IP Co. LLC, an affiliate of BCI Brands. See Note 2 "Recent Transactions" for additional information.

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 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 ("SEC").

The consolidated financial statements include the Company's accounts and the accounts of the Company's wholly-owned subsidiaries as of February 3, 2024. All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the financial statements contain all adjustments (consisting solely of normal recurring adjustments) and disclosures necessary for a fair presentation.

(C) Fiscal Year: The Company operates on a fiscal calendar widely used by the retail industry that results in a given fiscal year consisting of a 52 or 53-week period ending on the Saturday closest to January 31.

•
References to "fiscal year 2023" or "fiscal 2023" refer to the fiscal year ended February 3, 2024; and
•
References to "fiscal year 2022" or "fiscal 2022" refer to the fiscal year ended January 28, 2023.

Fiscal year 2023 consisted of a 53-week period and 2022 consisted of a 52-week period.

(D) Sources and Uses of Liquidity: The Company's sources of liquidity are cash and cash equivalents, cash flows from operations, if any, borrowings available under the 2023 Revolving Credit Facility (as defined in Note 5 "Long-Term Debt and Financing Arrangements") and the Company's ability to access the capital markets, including the Sales Agreement entered into with Virtu Americas LLC in June 2023 (see Note 9 "Stockholders' Equity" for further information). The Company's primary cash needs are funding working capital requirements, including royalty payments under the License Agreement, meeting 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. Based

on our current expectations, we believe that our sources of liquidity will generate sufficient cash flows to meet our obligations during the next twelve months from the date these financial statements are issued.

(E) Use of Estimates: The preparation of consolidated 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.

(F) Cash and cash equivalents: All demand deposits and highly liquid short-term deposits with original maturities of three months or less are considered cash equivalents.

(G) Accounts Receivable and Concentration of Credit Risk: The Company maintains an allowance for accounts receivable estimated to be uncollectible. The adjustments to the provision are recorded in Selling, general and administrative ("SG&A") expense. Substantially all of the Company's trade receivables are derived from sales to retailers and are recorded at the invoiced amount and do not bear interest. The Company performs ongoing credit evaluations of its wholesale partners' financial condition and requires collateral as deemed necessary. The past due status of a receivable is based on its contractual terms. Account balances are charged off against the allowance when it is probable the receivable will not be collected.

Accounts receivable are recorded net of allowances including expected future chargebacks from wholesale partners and estimated margin support. It is the nature of the apparel and fashion industry that suppliers similar to the Company face significant pressure from customers in the retail industry to provide allowances to compensate for wholesale partner margin shortfalls. This pressure often takes the form of customers requiring the Company to provide price concessions on prior shipments as a prerequisite for obtaining future orders. Pressure for these concessions is largely determined by overall retail sales performance and, more specifically, the performance of the Company's products at retail. To the extent the Company's wholesale partners have more of the Company's goods on hand at the end of the season, there will be greater pressure for the Company to grant markdown concessions on prior shipments. Accounts receivable balances are reported net of expected allowances for these matters based on the historical level of concessions required and estimates of the level of markdowns and allowances that will be required in the coming season. The Company evaluates the allowance balances on a continual basis and adjusts them as necessary to reflect changes in anticipated allowance activity. The Company also provides an allowance for sales returns based on known trends and historical return rates.

In fiscal 2023 and 2022, sales to one wholesale partner accounted for more than ten percent of the Company's net sales. Sales to this partner represented 20% of fiscal 2023 net sales and 16% of fiscal 2022 net sales.

A wholesale partner represented greater than ten percent of the Company's gross accounts receivable balances as of February 3, 2024 and January 28, 2023, with 36% and 39% of such balances, respectively. In addition, another wholesale partner represented greater than ten percent of the Company's gross accounts receivable balance as of February 3, 2024, with 22% of such balance.

(H) Inventories: Inventories are stated at the lower of cost or net realizable value. Cost is determined on the first-in, first-out basis. The cost of inventory includes purchase cost as well as sourcing, transportation, duty, and other processing costs associated with acquiring, importing, and preparing inventory for sale. Inventory costs are included in cost of products sold at the time of their sale. Product development costs are expensed in SG&A expense when incurred. Inventory values are reduced to net realizable value when there are factors indicating that certain inventories will not be sold on terms sufficient to recover their cost. Inventories consisted of finished goods. As of February 3, 2024 and January 28, 2023 finished goods, net of reserves were $58,777 and $90,008, respectively.

The Company has two major suppliers that accounted for approximately 18% and 17%, respectively, of inventory purchases for fiscal 2023 and approximately 19% and 18%, respectively, of inventory purchases for fiscal 2022. Amounts due to these suppliers were $1,509 as of February 3, 2024 and $7,097 as of January 28, 2023, and were included in Accounts payable in the Consolidated Balance Sheets.

(I) Property and Equipment: Property and equipment are stated at cost. Depreciation is computed on the straight-line method over estimated useful lives of three to ten years for furniture, fixtures, and equipment. Leasehold improvements are depreciated on the straight-line basis over the shorter of their estimated useful lives or the lease term, excluding renewal terms. Capitalized software is depreciated on the straight-line basis over the estimated economic useful life of the software, generally three to seven years. Maintenance and repair costs are charged to earnings while expenditures for major renewals and improvements are capitalized. Upon

the disposition of property and equipment, the accumulated depreciation is deducted from the original cost and any gain or loss is reflected in current earnings. Property and equipment consisted of the following:

 

 

 

February 3,

 

 

January 28,

 

(in thousands)

 

2024

 

 

2023

 

Leasehold improvements

 

$

32,694

 

 

$

36,063

 

Furniture, fixtures and equipment

 

 

9,748

 

 

 

10,897

 

Capitalized software

 

 

14,775

 

 

 

14,570

 

Construction in process

 

 

585

 

 

 

144

 

Total property and equipment

 

 

57,802

 

 

 

61,674

 

Less: accumulated depreciation

 

 

(50,830

)

 

 

(51,195

)

Property and equipment, net

 

$

6,972

 

 

$

10,479

 

Depreciation expense was $4,692 and $7,104 for fiscal 2023 and fiscal 2022, respectively.

(J) Impairment of Long-lived Assets: The Company reviews long-lived assets which consist of property and equipment and operating lease assets when the existence of facts and circumstances indicate that the useful life is shorter than previously estimated or that the carrying amount of the asset groups to which these assets relate may not be recoverable. The asset group is defined as the lowest level for which identifiable cash flows are available and largely independent of the cash flows of other groups of assets, which for our retail stores is at the store level. Recoverability of these assets is evaluated by comparing the carrying value of the asset group with its estimated future undiscounted cash flows. The recoverability assessment is dependent on a number of factors, including estimates of future growth and profitability, as well as other variables. If the comparisons indicate that the value of the asset is not recoverable, an impairment loss is calculated as the difference between the carrying value and the fair value of the assets within the asset group and the loss is recognized during that period. The fair value of the operating lease right-of-use assets is determined from the perspective of a market participant considering various factors. The judgments and assumptions used in determining the fair value of the operating lease right-of-use assets were the current comparable market rents for similar properties and a store discount rate. The fair value of the property and equipment was based on its estimated liquidation value. The estimates regarding recoverability and fair value can be affected by factors such as future store results, real estate demand, store closure plans, and economic conditions that can be difficult to predict.

During fiscal 2022, the Company recorded non-cash asset impairment charges of $1,880, within Impairment of long-lived assets on the Consolidated Statements of Operations and Comprehensive Income (Loss), related to the impairment of property and equipment for certain Vince and Rebecca Taylor retail locations as the carrying values were determined not to be recoverable. The carrying amounts of these assets were adjusted to their estimated fair values. There were no impairment charges during fiscal 2023.

(K) Goodwill and Other Intangible Assets: Goodwill and other indefinite-lived intangible assets are tested for impairment at least annually and in an interim period if a triggering event occurs.

Goodwill is not allocated to the Company's operating segments in the measure of segment assets regularly reported to and used by management; however, goodwill is allocated to operating segments (goodwill reporting units) for the purpose of the annual impairment test for goodwill.

Goodwill represents the excess of the cost of acquired businesses over the fair market value of the identifiable net assets. As of January 28, 2023, the indefinite-lived intangible asset was the Vince tradename. On April 21, 2023, the Company entered into the Authentic Transaction with Authentic and as a result, the Vince tradename and Vince customer relationships were classified as held for sale and amortization of the Vince customer relationships ceased. The Company closed the Asset Sale on May 25, 2023. See Note 2 "Recent Transactions" for further information.

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. On December 22, 2022, the Company completed the sale of the Rebecca Taylor tradename and certain related ancillary assets to RT IPCO, LLC, an affiliate of Ramani Group. See Note 2 "Recent Transactions" for further information. Additionally, during the third quarter of fiscal 2022, the Parker tradename was classified as held for sale and amortization ceased. As of January 28, 2023, Assets held for sale on the Consolidated Balance Sheets represented $260 related to the Parker tradename. Prior to its classification as held for sale, the Parker tradename intangible asset was being amortized on a straight-line basis over 10 years. On February 17, 2023, the Company completed the sale of the Parker tradename and certain related ancillary assets to Parker IP Co. LLC, an affiliate of BCI Brands. See Note 2 "Recent Transactions" for further information.

An entity may elect to perform a qualitative impairment assessment for goodwill and indefinite-lived intangible assets. If adverse qualitative trends are identified during the qualitative assessment that indicate that it is more likely than not that the fair value

of a reporting unit or indefinite-lived intangible asset is less than its carrying amount, a quantitative impairment test is required. "Step one" of the quantitative impairment test for goodwill requires an entity to determine the fair value of each reporting unit and compare such fair value to the respective carrying amount. If the estimated fair value of the reporting unit exceeds the carrying value of the net assets assigned to that reporting unit, goodwill is not impaired, and the Company is not required to perform further testing. If the carrying amount of the reporting unit exceeds its estimated fair value, an impairment loss is recorded for the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The goodwill impairment test is dependent on a number of factors, including estimates of projected revenues, EBITDA margins, long-term growth rates, working capital and discount rates. The Company bases its estimates on assumptions it believes to be reasonable, but which are unpredictable and inherently uncertain. Actual future results may differ from those estimates.

Prior to the closing of the Asset Sale, the Company estimated the fair value of the tradename intangible assets using a discounted cash flow valuation analysis, which is based on the "relief from royalty" methodology. This methodology assumes that in lieu of ownership, a third party would be willing to pay a royalty in order to exploit the related benefits of these types of assets. The relief from royalty approach is dependent on a number of factors, including estimates of projected revenues, royalty rates in the category of intellectual property and discount rates. The Company based its fair value estimates on assumptions it believed to be reasonable, but which were unpredictable and inherently uncertain. An impairment loss would have been recognized when the estimated fair value of the tradename intangible asset is less than the carrying value. The Company closed the Asset Sale on May 25, 2023, and therefore no longer carries tradename intangible assets as of February 3, 2024. Indefinite-lived tradename intangible assets were $67,100 as of January 28, 2023, which is included within Intangible assets, net in the Consolidated Balance Sheets.

An entity may pass on performing the qualitative assessment for a reporting unit or indefinite-lived intangible asset and directly perform the quantitative assessment. This determination can be made on an asset by asset basis, and an entity may resume performing a qualitative assessment in subsequent periods.

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, long-term growth rates, working capital, royalty rates in the category of intellectual property, discount rates and future market conditions, among others. It is possible that estimates of future operating results could change adversely and impact the evaluation of the recoverability of the carrying value of goodwill and intangible assets and that the effect of such changes could be material.

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 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 Consolidated Statement of Operations and Comprehensive Income (Loss) in fiscal 2022.

In both fiscal 2023 and fiscal 2022, the Company performed its annual impairment test during the fourth quarter. The fair value of the Company's Vince Wholesale reporting unit was estimated using a combination of the income approach (the discounted cash flows method) and the market approach (guideline public company method). In fiscal 2023, the Company elected to perform a quantitative impairment test on goodwill allocated to the Company's Vince Wholesale reporting unit. The results of the quantitative test did not result in any impairment because the fair value of the Company's Vince Wholesale reporting unit exceeded its carrying value. In fiscal 2022, the Company elected to perform a quantitative impairment test on goodwill allocated to the Company's Vince Wholesale reporting unit. The results of the quantitative test did not result in any impairment because the fair value of the Company's Vince Wholesale reporting unit exceeded its carrying value. Goodwill was $31,973 as of both February 3, 2024 and January 28, 2023.

In the fourth quarter of fiscal 2022, the Company elected to perform a quantitative impairment test on its Vince tradename indefinite-lived intangible asset. The results of the quantitative test did not result in any impairment because the fair value of the Company's Vince tradename intangible asset exceeded its carrying value.

The finite-lived intangible assets as of January 28, 2023 were comprised of Vince customer relationships which were being amortized on a straight-line basis over their useful lives of 20 years.

See Note 3 "Goodwill and Intangible Assets" for more information on the details surrounding goodwill and intangible assets.

(L) Deferred Financing Costs: Deferred financing costs, such as underwriting, financial advisory, professional fees, and other similar fees are capitalized and recognized in interest expense over the contractual life of the related debt instrument using the straight-line method, as this method results in recognition of interest expense that is materially consistent with that of the effective interest method.

(M) Leases: The Company determines if a contract contains a lease at inception. The Company leases various office spaces, showrooms and retail stores. Although 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, some of the Company's leases have initial terms of 10 years, and in many instances can be extended for an additional term. 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.

Operating lease right-of-use ("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.

(N) 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 and Geographical 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 February 3, 2024 and January 28, 2023, the contract liability was $1,628 and $1,617, respectively. In fiscal 2023, the Company recognized $286 of revenue that was previously included in the contract liability as of January 28, 2023.

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

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

(O) Cost of Products Sold: The Company's cost of products sold and gross margins may not necessarily be comparable to that of other entities as a result of different practices in categorizing costs. The primary components of the Company's cost of products sold are as follows:

•
the cost of purchased merchandise, including raw materials;
•
the cost of inbound transportation, including freight;
•
the cost of the Company's production and sourcing departments;
•
other processing costs associated with acquiring and preparing the inventory for sale; and
•
shrink and valuation reserves.

(P) Marketing and Advertising: The Company provides cooperative advertising allowances to certain of its customers. These allowances are accounted for as reductions in sales as discussed in "Revenue Recognition" above. Production expense related to company-directed advertising is deferred until the first time at which the advertisement runs. All other expenses related to company-directed advertising are expensed as incurred. Marketing and advertising expense recorded in SG&A expenses was $11,843 and $15,339 in fiscal 2023 and fiscal 2022, respectively. At February 3, 2024 and January 28, 2023, deferred production expenses associated with company-directed advertising were $698 and $340, respectively.

(Q) Share-Based Compensation: New, modified and unvested share-based payment transactions with employees, such as stock options and restricted stock units, are measured at fair value and recognized as compensation expense over the requisite service period and is included as a component of SG&A expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss). Forfeitures are accounted for as they occur.

(R) Income Taxes: The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities at enacted rates. The Company assesses the likelihood of the realization of deferred tax assets and adjusts the carrying amount of these deferred tax assets by a valuation allowance to the extent the Company believes it more likely than not that all or a portion of the deferred tax assets will not be realized. Many factors are considered when assessing the likelihood of future realization of deferred tax assets, including recent earnings results within taxing jurisdictions, expectations of future taxable income, the carryforward periods available and other relevant factors. Changes in the required valuation allowance are recorded in income in the period such determination is made. The Company recognizes tax positions in the Consolidated Balance Sheets as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with tax authorities assuming full knowledge of the position and all relevant facts. Accrued interest and penalties related to unrecognized tax benefits are included in income taxes in the Consolidated Statements of Operations and Comprehensive Income (Loss).

(S) 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 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.

(T) 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 Adopted 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. The Company adopted the guidance on January 29, 2023, the first day of fiscal 2023, which did not have a material effect on the Company's consolidated financial statements.

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07: Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. Other than additional disclosure, we do not expect a change to our consolidated statements of operations, financial position, or cash flows as a result of this ASU.

In December 2023, the FASB issued ASU 2023-09: Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires expanded disclosure within the rate reconciliation as well as disaggregation of annual taxes paid. This amendment is effective for annual periods beginning after December 15, 2023, and is applied prospectively. Early adoption is permitted. The Company is currently evaluating the impact that this new guidance may have on its financial statement disclosures.

In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275: The Enhancement and Standardization of Climate-Related Disclosures for Investors, which requires new disclosures regarding information about a registrant’s climate-related risks that have materially impacted, or are reasonably likely to have a material impact on, its business strategy, results of operations, or financial condition. In addition, certain disclosures related to severe weather events and other natural conditions will also be required in a registrant’s audited financial statements. Based on our smaller reporting company and non-accelerated filer status, certain disclosures are effective for fiscal years beginning after December 15, 2026, with certain remaining disclosures effective for fiscal years beginning after December 15, 2027. As a smaller reporting company, we are exempt from emissions disclosures and related assurance requirements. We will evaluate the SEC rule to determine its impact on our future financial reporting requirements and related disclosures.
v3.24.1.u1
Recent Transactions
 12 Months Ended
Feb. 03, 2024
Discontinued Operations and Disposal Groups [Abstract]  
Recent Transactions

Note 2. Recent Transactions

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, permitted the sale of the intellectual property of the Rebecca Taylor, Inc. and the Rebecca Taylor, Inc. liquidation.

On December 22, 2022, the Company's indirectly wholly owned subsidiary, Rebecca Taylor, Inc., completed the sale of its intellectual property and certain related ancillary assets to RT IPCO, LLC, an affiliate of Ramani Group for $4,250. The Company recognized a gain of $1,620 on the sale, which was recorded within Gain on sale of intangible assets in the Consolidated Statements of Operations and Comprehensive Income (Loss). Net cash proceeds from the sale were used to repay $2,997 of borrowings under the Term Loan Credit Facility and $427 of borrowings under the 2018 Revolving Credit Facility, during fiscal 2022.

On July 7, 2023, Rebecca Taylor, Inc. and Rebecca Taylor Retail Stores, LLC, each as an assignor, made a General Assignment for the Benefit of the Creditors (the "Assignment") to a respective assignee, an unaffiliated California limited liability company, pursuant to California state law. The Assignment resulted in the residual rights and assets of each of Rebecca Taylor, Inc. and Rebecca Taylor Retail Stores, LLC being assigned and transferred to such assignees. As a result, Rebecca Taylor, Inc. and Rebecca Taylor Retail Stores, LLC no longer hold any assets.

The following table presents a summary of Rebecca Taylor wind down related charges (benefits), reported within the Rebecca Taylor and Parker segment, incurred for fiscal 2023 and fiscal 2022:

 

 

 

Fiscal Year

 

(in thousands)

 

2023

 

 

2022

 

Net Sales:

 

 

 

 

 

 

Release of sales allowances

 

$

—

 

 

$

(227

)

Cost of products sold:

 

 

 

 

 

 

Inventory write-down

 

 

—

 

 

 

7,295

 

Selling, general and administrative expenses:

 

 

 

 

 

 

Operating lease right-of-use asset accelerated amortization

 

 

—

 

 

 

4,090

 

Benefit from release of operating lease liabilities

 

 

(2,025

)

 

 

(1,987

)

Accelerated depreciation and amortization

 

 

—

 

 

 

1,927

 

Employee termination costs, net (1)

 

 

—

 

 

 

556

 

Other advisory and liquidation costs

 

 

275

 

 

 

3,141

 

Total selling, general and administrative expenses

 

 

(1,750

)

 

 

7,727

 

Total wind-down (benefits) charges, net

 

$

(1,750

)

 

$

14,795

 

 

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

Sale of Parker Intellectual Property

On February 17, 2023, the Company's indirectly wholly owned subsidiary, Parker Lifestyle, LLC, completed the sale of its intellectual property and certain related ancillary assets to Parker IP Co. LLC, an affiliate of BCI Brands, for $1,025. The Company recognized a gain of $765 on the sale, which was recorded within Gain on sale of intangible assets in the Consolidated Statements of Operations and Comprehensive Income (Loss) for fiscal 2023. Net cash proceeds from the sale were used to repay $838 of borrowings under the Term Loan Credit Facility (as defined in Note 5 "Long-Term Debt and Financing Arrangements").

Sale of Vince Intellectual Property

On April 21, 2023 the Company entered into the Asset Purchase Agreement (defined below), pursuant to which Vince, LLC agreed to sell and transfer to ABG-Vince LLC (f/k/a ABG-Viking, LLC) ("ABG Vince"), an indirect subsidiary of Authentic, all intellectual property assets related to the business operated under the Vince brand in exchange for total consideration of $76,500 in cash and a 25% membership interest in ABG Vince (the "Asset Sale"). The Asset Sale was consummated in accordance with the terms of the Asset Purchase Agreement on May 25, 2023 (the "Closing Date"). Through the agreement, Authentic will own the majority stake of 75% membership interest in ABG Vince.

Upon the closing of the Asset Sale, the Company derecognized the intellectual property assets at their carrying amount of $69,957. In exchange for the Company's sale of its intellectual property assets, which included the Vince tradename and Vince customer relationships, to ABG Vince, Authentic paid $76,500 in cash and a 25% interest in ABG Vince valued at $25,500. As a result, the Company recognized a gain of $32,043, which was recorded within Gain on sale of intangible assets in the Consolidated Statements of Operations and Comprehensive Income (Loss) during fiscal 2023. Additionally, during fiscal 2023, the Company incurred total transaction related costs of approximately $5,555. Of these transaction costs, approximately $525 was incurred to acquire the investment in ABG Vince. As such, these costs were included in the initial measurement of the investment and recorded as part of the equity method investment on the Consolidated Balance Sheets. The remaining transaction related costs are included in selling, general and administrative ("SG&A") expense in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss). The Company utilized the net proceeds received to prepay in full the Term Loan Credit Facility and to repay a portion of the outstanding borrowings under the 2018 Revolving Credit Facility (as defined in Note 5 "Long-Term Debt and Financing Arrangements"). See Note 5 "Long-Term Debt and Financing Arrangements" for further information.

Operating Agreement

On May 25, 2023, in connection with the closing (the "Closing") of the Asset Sale pursuant to the Intellectual Property Asset Purchase Agreement (the "Asset Purchase Agreement"), dated as of April 21, 2023, by and among Vince, LLC, ABG Vince, the Company and ABG Intermediate Holdings 2 LLC, Vince, LLC and ABG Vince entered into an Amended and Restated Limited Liability Company Agreement of ABG-Vince, LLC (the "Operating Agreement"), which, among other things, provides for the management of the business and the affairs of ABG Vince, the allocation of profits and losses, the distribution of cash of ABG Vince among its members and the rights, obligations and interests of the members to each other and to Vince, LLC.

The Company accounts for its 25% interest in ABG Vince under the equity method. In applying the equity method, the Company recorded the initial investment at cost and subsequently increases or decreases the carrying amount of the investment by the Company's proportionate share of net income or loss. Distributions received from ABG Vince are recognized as a reduction of the carrying amount of the investment. The Company's proportionate share of ABG Vince's net income or loss is recorded within Equity in net income of equity method investment on the Consolidated Statements of Operations and Comprehensive Income (Loss). The carrying value for the Company's investment in ABG Vince is recorded within Equity method investment on the Consolidated Balance Sheets. The Company records its share of net income or loss using a one-month lag. This convention does not materially impact the Company's results.

The Company reviews its investment in ABG Vince for impairment when events or changes in circumstances indicate that an other-than-temporary decline in value may have occurred. If the carrying value of the investment exceeds its fair value and the loss in value is other than temporary, the investment is considered impaired and reduced to fair value, and the impairment is recognized in the period identified. Factors providing evidence of such a loss include changes in ABG Vince's operations or financial condition, significant continuing losses, and significant negative economic conditions, among others.

License Agreement

On May 25, 2023, in connection with the Closing, Vince, LLC and ABG Vince entered into a License Agreement (the "License Agreement"), which provides Vince, LLC with a license to use the Licensed Property in the Territory, which is defined as the United States, Canada, Andorra, Austria, Germany, Switzerland, Belgium, Netherlands, Luxembourg, France, Monaco, Liechtenstein, Italy, San Marino, Vatican City, Iceland, Norway, Denmark, Sweden, Finland, Spain, Portugal, Greece, Republic of Cyprus (excluding Northern Cyprus), United Kingdom, Ireland, Australia, New Zealand, Mainland China, Hong Kong, Macau, Taiwan, Singapore, Japan and Korea (the "Core Territory"), together with all other territories (the "Option Territory"), to the Approved Accounts (each as defined in the License Agreement). Vince, LLC is required to operate and maintain a minimum of 45 Retail Stores and Shop-in-Shops in the Territory. The Option Territory may be changed unilaterally by ABG Vince at any time after the effective date of the License Agreement.

Additionally, the License Agreement provides Vince, LLC with a license to use the Licensed Property to design, manufacture, promote, market, distribute, and sell ready-to-wear Sportswear Products and Outerwear Products (the "Core Products") and Home Décor and Baby Layettes (the "Option Products," together with the Core Products, the "Licensed Products"), which Option Products may be changed unilaterally by ABG Vince at any time after the effective date of the License Agreement.

The initial term of the License Agreement began on May 25, 2023, the date on which the Closing actually occurred, and ends at the end of the Company's 2032 fiscal year, unless sooner terminated pursuant to the terms of the License Agreement. Vince, LLC has the option to renew the License Agreement on the terms set forth in the License Agreement for eight consecutive periods of ten years each, unless the License Agreement is sooner terminated pursuant to its terms or Vince, LLC is in material breach of the License Agreement and such breach has not been cured within the specified cure period. Vince, LLC may elect not to renew the term for a renewal term.

Vince, LLC is required to pay ABG Vince a royalty on net sales of Licensed Products and committed to an annual guaranteed minimum royalty of $11,000 and annual minimum net sales as specified in the License Agreement, in each case, during the initial term of the License Agreement, except that the guaranteed minimum royalty and minimum net sales for the first contract year during the initial term will be prorated to the period beginning on the Closing Date and ending at the end of the Company's 2023 fiscal year. The annual guaranteed minimum royalty and annual minimum net sales for each subsequent renewal term will be the greater of (i) a percentage as set forth in the License Agreement of the guaranteed minimum net royalty or the minimum net sales (as applicable) of the immediately preceding contract year, and (ii) the average of actual Royalties (as defined in the License Agreement, with respect to the guaranteed minimum royalty) or actual Net Sales (as defined in the License Agreement, with respect to the annual minimum net sales) during certain years as set forth in the License Agreement of the preceding initial term or renewal term (as applicable). Vince, LLC is required to pay royalties comprised of a low single digit percentage of net sales arising from retail and e-commerce sales of Licensed Products and a mid single digit percentage of net sales arising from wholesale sales of such Licensed Products.

In the event that the annual guaranteed minimum royalty paid to ABG Vince in any given contract year is greater than the actual royalties earned by ABG Vince in the same contract year, the difference between the royalty actually earned and the annual guaranteed minimum royalty paid is credited for the next two contract years against any amount of royalty earned by ABG Vince in excess of the annual guaranteed minimum royalty paid during each such contract year, if any.

Royalty expense is included within Cost of product sold on the Consolidated Statements of Operations and Comprehensive Income (Loss).
v3.24.1.u1
Goodwill and Intangible Assets
 12 Months Ended
Feb. 03, 2024
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 28, 2023

 

$

31,973

 

 

$

—

 

 

$

—

 

 

$

31,973

 

Balance as of February 3, 2024

 

$

31,973

 

 

$

—

 

 

$

—

 

 

$

31,973

 

The total carrying amount of goodwill was net of accumulated impairments of $101,845 as of both February 3, 2024 and January 28, 2023. There were no impairments recorded as a result of the Company's annual goodwill impairment test performed during fiscal 2023 and fiscal 2022.

On April 21, 2023, the Company entered into the Authentic Transaction with Authentic and as a result, the Vince tradename and Vince customer relationships were classified as held for sale and amortization of the Vince customer relationships ceased. The Company closed the Asset Sale on May 25, 2023. See Note 2 "Recent Transactions" for further information.

On February 17, 2023, the Company's indirectly wholly owned subsidiary, Parker Lifestyle, LLC, completed the sale of its intellectual property and certain related ancillary assets to Parker IP Co. LLC, an affiliate of BCI Brands. See Note 2 "Recent Transactions" for further information.

The following tables present a summary of identifiable intangible assets as of January 28, 2023:

 

(in thousands)

 

Gross Amount

 

 

Accumulated Amortization

 

 

Accumulated Impairments

 

 

Reclassification to Assets Held for Sale

 

 

Net Book Value

 

Balance as of January 28, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

31,355

 

 

$

(22,234

)

 

$

(6,115

)

 

$

—

 

 

$

3,006

 

Tradenames (1)

 

 

13,100

 

 

 

(313

)

 

 

(12,527

)

 

 

(260

)

 

 

—

 

Indefinite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tradenames

 

 

101,850

 

 

 

—

 

 

 

(34,750

)

 

 

—

 

 

 

67,100

 

Total intangible assets

 

$

146,305

 

 

$

(22,547

)

 

$

(53,392

)

 

$

(260

)

 

$

70,106

 

 

(1) During the third quarter of fiscal 2022, the Parker tradename was classified as held for sale and amortization ceased.

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 Consolidated Statements of Operations and Comprehensive Income (Loss) for fiscal 2022. There were no such impairment charges for fiscal 2023.

On December 22, 2022, the Company completed the sale of the Rebecca Taylor tradename and certain related ancillary assets to RT IPCO, LLC, an affiliate of Ramani Group. See Note 2 "Recent Transactions" for further information.

Amortization of identifiable intangible assets was $149 and $1,139 for fiscal 2023 and fiscal 2022, respectively, which is included in SG&A expenses on the Consolidated Statements of Operations and Comprehensive Income (Loss).

v3.24.1.u1
Fair Value Measurements
 12 Months Ended
Feb. 03, 2024
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 February 3, 2024 or January 28, 2023. At February 3, 2024 and January 28, 2023, 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 $44,209 and $113,832 as of February 3, 2024 and January 28, 2023, respectively, are at variable interest rates. Borrowings under the Company's 2023 Revolving Credit Facility 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 carrying values of the Company's Third Lien Credit Facility as of February 3, 2024 and January 28, 2023 approximate fair value, due to the variable rates associated with this obligation. The Company considers this a Level 3 input.

The Company's non-financial assets, which primarily consist of goodwill, the previous 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, 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 in fiscal 2022, based on such fair value hierarchy.

 

 

 

Net Carrying Value of
Impaired Assets as of

 

 

Fair Value Measured and Recorded at Reporting Date Using:

 

 

Total Losses - Year Ended

 

 

(in thousands)

 

January 28, 2023

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

January 28, 2023

 

 

Property and equipment

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

1,880

 

(1)

Rebecca Taylor Tradename

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,700

 

(2)

 

(1) Recorded within Impairment of long-lived assets on the Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 1 "Description of Business and Summary of Significant Accounting Policies – (J) Impairment of Long-lived Assets" for additional information.

(2) Recorded within Impairment of intangible assets on the Consolidated Statements of Operations and Comprehensive Income (Loss). On December 22, 2022, the Company's indirectly wholly owned subsidiary, Rebecca Taylor, Inc., completed the sale of its intellectual property and certain related ancillary assets to RT IPCO, LLC, an affiliate of Ramani Group. See Note 1 "Description of Business and Summary of Significant Accounting Policies – (K) Goodwill and Other Intangible Assets" and Note 2 "Recent Transactions" for additional information.
v3.24.1.u1
Long-Term Debt and Financing Arrangements
 12 Months Ended
Feb. 03, 2024
Debt Disclosure [Abstract]  
Long-Term Debt and Financing Arrangements

Note 5. Long-Term Debt and Financing Arrangements

Debt obligations consisted of the following:

 

 

February 3,

 

 

January 28,

 

(in thousands)

 

2024

 

 

2023

 

Long-term debt:

 

 

 

 

 

 

Term Loan Facilities

 

$

—

 

 

$

29,378

 

Revolving Credit Facilities

 

 

14,227

 

 

 

58,498

 

Third Lien Credit Facility

 

 

29,982

 

 

 

25,956

 

Total debt principal

 

 

44,209

 

 

 

113,832

 

Less: current portion of long-term debt

 

 

—

 

 

 

3,500

 

Less: deferred financing costs

 

 

259

 

 

 

2,254

 

Total long-term debt

 

$

43,950

 

 

$

108,078

 

Term Loan Credit Facility

On September 7, 2021, Vince, LLC entered into a $35,000 senior secured term loan credit facility (the "Term Loan Credit Facility") pursuant to a Credit Agreement (the "Term Loan Credit Agreement"), as amended from time to time, 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") were guarantors under the Term Loan Credit Facility. The Term Loan Credit Facility would have matured on the earlier of September 7, 2026, and 91 days after the maturity date of the 2018 Revolving Credit Facility.

On May 25, 2023, utilizing proceeds from the Asset Sale, the Company repaid all outstanding amounts of $28,724, which included accrued interest and a prepayment penalty of $553 (which is included within financing fees on the Consolidated Statements of Cash Flows), under the Term Loan Credit Facility. The Term Loan Credit Facility was terminated. The Company also repaid $850 of fees due in accordance with an amendment entered into on September 30, 2022. Additionally, the Company recorded expense of $1,755 during fiscal 2023 related to the write-off of the remaining deferred financing costs. Prior to May 25, 2023, on an inception to date basis, the Company had made repayments of $7,335 on the Term Loan Credit Facility.

2023 Revolving Credit Facility

On June 23, 2023, Vince, LLC, entered into a new $85,000 senior secured revolving credit facility (the "2023 Revolving Credit Facility") pursuant to a Credit Agreement (the "2023 Revolving Credit Agreement") by and among Vince, LLC, the guarantors named therein, Bank of America, N.A. ("BofA"), as Agent, the other lenders from time to time party thereto, and BofA Securities, Inc., as sole lead arranger and sole bookrunner.

All outstanding amounts under the 2018 Revolving Credit Facility (as defined below) were repaid in full and such facility was terminated pursuant to the terms thereof as a result of all parties completing their obligations under such facility.

The 2023 Revolving Credit Facility provides for a revolving line of credit of up to the lesser of (i) the Borrowing Base (as defined in the 2023 Revolving Credit Agreement) and (ii) $85,000, as well as a letter of credit sublimit of $10,000. The 2023 Revolving Credit Agreement also permits Vince, LLC to request an increase in aggregate commitments under the 2023 Revolving Credit Facility of up to $15,000, subject to customary terms and conditions. The 2023 Revolving Credit Facility matures on the earlier of June 23, 2028, and 91 days prior to the earliest maturity date of any Material Indebtedness (as defined in the 2023 Revolving Credit Agreement), including the subordinated indebtedness pursuant to the Third Lien Credit Agreement.

Interest is payable on the loans under the 2023 Revolving Credit Facility, at Vince LLC's request, either at Term SOFR, the Base Rate, or SOFR Daily Floating 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 Federal Funds Rate for such day, plus 0.5%; (ii) the rate of interest in effect for such day as publicly announced from time to time by BofA as its prime rate; (iii) the SOFR Daily Floating Rate on such day, plus 1.0%; and (iv) 1.0%. During the continuance of certain specified events of default, at the election of BofA in its capacity as Agent, interest will accrue at a rate of 2.0% in excess of the applicable non-default rate.

The applicable margins for SOFR Term and SOFR Daily Floating Rate Loans are: (i) 2.0% when the average daily Excess Availability (as defined in the 2023 Revolving Credit Agreement) is greater than 66.7% of the Loan Cap (as defined in the 2023 Revolving Credit Agreement); (ii) 2.25% when the average daily Excess Availability is greater than or equal to 33.3% but less than or equal to 66.7% of the Loan Cap; and (iii) 2.5% when the average daily Excess Availability is less than 33.3% of the Loan Cap. The applicable margins for Base Rate Loans are: (a) 1.0% when the average daily Excess Availability is greater than 66.7% of the Loan Cap; (b) 1.25% when the average daily Excess Availability is greater than or equal to 33.3% but less than or equal to 66.7% of the Loan Cap; and (c) 1.5% when the average daily Excess Availability is less than 33.3% of the Loan Cap.

The 2023 Revolving Credit Facility contains a financial covenant requiring Excess Availability at all times to be no less than the greater of (i) 10.0% of the Loan Cap in effect at such time and (ii) $7,500.

The 2023 Revolving Credit Facility contains representations and warranties, covenants and events of default that are customary for this type of financing, including limitations on the incurrence of additional indebtedness, liens, burdensome agreements, investments, loans, asset sales, mergers, acquisitions, prepayment of certain other debt, the repurchase of capital stock, transactions with affiliates, and the ability to change the nature of its business or its fiscal year. The 2023 Revolving Credit Facility generally permits dividends in the absence of any default or 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 on a pro forma basis for the 30-day period immediately preceding such dividend, Excess Availability will be at least the greater of 20.0% of the Loan Cap and $15,000 and (ii) after giving pro forma effect to the contemplated dividend, the Consolidated Fixed Charge Coverage Ratio (as defined in the 2023 Revolving Credit Agreement) for the 12 months preceding such dividend will be greater than or equal to 1.0 to 1.0.

All obligations under the 2023 Revolving Credit Facility are guaranteed by the Company and Vince Intermediate and any future subsidiaries of the Company (other than Excluded Subsidiaries as defined in the 2023 Revolving Credit Agreement) and secured by a lien on substantially all of the assets of the Company, Vince, LLC and Vince Intermediate and any future subsidiary guarantors, other than among others, equity interests in ABG Vince, as well as the rights of Vince, LLC under the License Agreement.

The Company incurred a total of $1,150 of financing costs. In accordance with ASC Topic 470, "Debt", these financing costs were recorded as deferred debt issuance costs (which is presented within Other assets on the Consolidated Balance Sheets) and are amortized over the term of the 2023 Revolving Credit Facility.

As of February 3, 2024, the Company was in compliance with applicable covenants. As of February 3, 2024, $35,473 was available under the 2023 Revolving Credit Facility, net of the Loan Cap, and there were $14,227 of borrowings outstanding and $5,053 of letters of credit outstanding under the 2023 Revolving Credit Facility. The weighted average interest rate for borrowings outstanding under the 2023 Revolving Credit Facility as of February 3, 2024 was 8.2%.

 

 

 

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, as amended and restated from time to time, 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. On January 31, 2023, the Company repaid $125 of fees due in accordance with an amendment entered into on September 30, 2022. Upon the contemporaneous consummation of the Asset Sale, the lenders' commitments to extend credit was reduced to $70,000. The 2018 Revolving Credit Facility would have matured on June 30, 2024.

On June 23, 2023, all outstanding amounts under the 2018 Revolving Credit Facility were repaid in full and the 2018 Revolving Credit Facility was terminated pursuant to the terms thereof as a result of all parties completing their obligations under the 2018 Revolving Credit Facility. The Company recorded expense of $828 during fiscal 2023, related to the write-off of the remaining deferred financing costs. Certain letters of credit remain in place with Citizens which were secured with restricted cash, totaling $769 as of February 3, 2024. Restricted cash is included in Prepaid Expenses and other current assets in the Consolidated Balance Sheets.

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"), as amended from time to time, 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. 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.

SK Financial is an affiliate of Sun Capital Partners, Inc. ("Sun Capital"), whose affiliates own, as of February 3, 2024, approximately 68% 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 revised in connection with the Third Lien Third Amendment (as defined and discussed below) to be equal to the Daily Simple SOFR, subject to a credit spread adjustment of 0.10% per annum, plus 9.0%. 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 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 2023 Revolving Credit 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.

On April 21, 2023, Vince, LLC entered into that certain Consent and Third Amendment to Credit Agreement (the "Third Lien Third Amendment"), which, among other things, (a) permitted the sale of the intellectual property of the Vince Business contemplated in the Asset Sale, (b) replaced LIBOR as an interest rate benchmark in favor of Daily Simple SOFR, subject to a credit spread adjustment of 0.10% per annum, plus 9.0% (c) amended the Third Lien Credit Agreement's maturity date to the earlier of (i) March 30, 2025 and (ii) 180 days after the maturity date under the 2018 Revolving Credit Facility, (d) reduced the capacity to incur indebtedness and liens, make investments, restricted payments and dispositions and repay certain indebtedness and (e) modified certain representations and warranties, covenants and events of default in respect of documentation related to the Asset Sale. The Third Lien Third Amendment became effective upon the consummation of the Asset Sale, the prepayment of the Term Loan Credit Facility in full and other transactions contemplated by the Asset Purchase Agreement.

On June 23, 2023, Vince, LLC entered into the Fourth Amendment (the "Third Lien Fourth Amendment") to the Third Lien Credit Agreement which, among other things, (a) extended the Third Lien Credit Agreement's maturity date to the earlier of (i) September 30, 2028 and (ii) 91 days prior to the earliest maturity date of any Material Indebtedness (as defined therein) other than the 2023 Revolving Credit Facility and (b) modified certain representations and warranties, covenants and events of default in respect of documentation conforming to the terms of the 2023 Revolving Credit Facility.
v3.24.1.u1
Commitments and Contingencies
 12 Months Ended
Feb. 03, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 6. Commitments and Contingencies

Contractual Cash Obligations

At February 3, 2024, the Company had contractual cash obligations of $145,861 which consisted primarily of Guaranteed Minimum Royalty payments (as described below), inventory purchase obligations and service contracts.

On May 25, 2023, in connection with the Closing, Vince, LLC and ABG Vince entered into the License Agreement. The initial term of the License Agreement began on May 25, 2023, the date on which the Closing actually occurred, and ends at the end of the Company's 2032 fiscal year, unless sooner terminated pursuant to the terms of the License Agreement. Vince, LLC is required to pay ABG Vince a royalty on net sales of Licensed Products and committed to an annual guaranteed minimum royalty of $11,000 during the initial term of the License Agreement, except that the guaranteed minimum royalty for the first contract year during the initial term will be prorated to the period beginning on the Closing Date and ending at the end of the Company's 2023 fiscal year. See Note 2 "Recent Transactions" for further information.

In addition, see Note 12 "Leases" for a summary of the Company's future minimum rental payments under non-cancelable leases.

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.
v3.24.1.u1
Share-Based Compensation
 12 Months Ended
Feb. 03, 2024
Share-Based Payment Arrangement [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 2,000,000 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 canceled 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 February 3, 2024, there were 804,519 shares under the Vince 2013 Incentive Plan available for future grants. Options granted pursuant to the Vince 2013 Incentive Plan typically vest in equal installments over four years, subject to the employees' continued employment and expire on the earlier of the tenth anniversary of the grant date or upon termination as outlined in the Vince 2013 Incentive Plan. Restricted stock units ("RSUs") granted vest in equal installments over a three-year period or vest in equal installments over four years, subject to the employees' continued employment. In November 2023, the Vince 2013 Incentive Plan was amended to, among others, extend the plan expiration date to November 2033.

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 SG&A expense for the difference between the fair market value and the discounted purchase price of the Company's common stock. During fiscal 2023 and fiscal 2022, 16,905 and 9,525 shares of common stock, respectively, were issued under the ESPP. As of February 3, 2024, there were 43,670 shares available for future issuance under the ESPP.

Stock Options

A summary of stock option activity for fiscal 2023 is as follows:

 

 

Stock Options

 

 

Weighted Average Exercise Price

 

 

Weighted Average Remaining Contractual Term (years)

 

 

Aggregate Intrinsic Value
(in thousands)

 

Outstanding at January 28, 2023

 

 

58

 

 

$

38.77

 

 

 

2.7

 

 

$

—

 

Granted

 

 

—

 

 

$

—

 

 

 

 

 

 

 

Exercised

 

 

—

 

 

$

—

 

 

 

 

 

 

 

Forfeited or expired

 

 

(58

)

 

$

38.77

 

 

 

 

 

 

 

Outstanding at February 3, 2024

 

 

—

 

 

$

—

 

 

 

—

 

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested and exercisable at February 3, 2024

 

 

—

 

 

$

—

 

 

 

—

 

 

$

—

 

Restricted Stock Units

A summary of restricted stock unit activity for fiscal 2023 is as follows:

 

 

Restricted Stock Units

 

 

Weighted Average Grant Date Fair Value

 

Non-vested restricted stock units at January 28, 2023

 

 

550,293

 

 

$

9.44

 

Granted

 

 

181,573

 

 

$

3.46

 

Vested

 

 

(184,243

)

 

$

9.85

 

Forfeited

 

 

(73,520

)

 

$

8.89

 

Non-vested restricted stock units at February 3, 2024

 

 

474,103

 

 

$

7.07

 

The total fair value of restricted stock units vested during fiscal 2023 and fiscal 2022 was $1,815 and $2,543, respectively.

At February 3, 2024, there was $2,267 of unrecognized compensation costs related to restricted stock units that will be recognized over a remaining weighted average period of 1.4 years.

Share-Based Compensation Expense

During fiscal 2023, the Company recognized share-based compensation expense of $1,541, including expense of $281 related to non-employees, and related tax benefit of $0. During fiscal 2022, the Company recognized share-based compensation expense of $2,095, including expense of $301 related to non-employees, and related tax benefit of $0.

v3.24.1.u1
Defined Contribution Plan
 12 Months Ended
Feb. 03, 2024
Retirement Benefits [Abstract]  
Defined Contribution Plan

Note 8. Defined Contribution Plan

The Company maintains a defined contribution plan for employees who meet certain eligibility requirements. As of March 8, 2021, all assets from the Rebecca Taylor, Inc. 401(k) Plan were merged into the Vince Holding Corp. 401(k) Plan. Features of these plans allow participants to contribute to a plan a percentage of their annual compensation, subject to IRS limitations. Certain plans also provide for discretionary matching contributions by the Company. The annual expense incurred by the Company for the defined contribution plan was $514 and $571 in fiscal 2023 and fiscal 2022, respectively.
v3.24.1.u1
Stockholders' Equity
 12 Months Ended
Feb. 03, 2024
Equity [Abstract]  
Stockholders' Equity

Note 9. Stockholders' Equity

Common Stock

The Company currently has authorized for issuance 100,000,000 shares of its voting common stock, par value of $0.01 per share.

As of February 3, 2024 and January 28, 2023, the Company had 12,506,556 and 12,335,405 shares issued and outstanding, respectively.

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.

On June 30, 2023, the Company entered into a Sales Agreement with Virtu Americas LLC ("Virtu"), as sales agent and/or principal (the "Virtu At-the-Market Offering") under which, the Company may sell from time to time through Virtu shares of the Company's common stock, par value $0.01 per share, having an offering price of up to $7,825. Any shares will be issued pursuant to the Company's Registration Statement. During the year ended February 3, 2024, the Company did not make any offerings or sales of shares of common stock under the Virtu At-the-Market Offering. At February 3, 2024, $7,825 was available under the Virtu At-the-Market Offering.

The Company previously entered into an Open Market Sale AgreementSM with Jefferies LLC ("At-the-Market Offering"), under which the Company was 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 were included in the securities registered pursuant to the Registration Statement. Effective June 29, 2023, the Company terminated the Jefferies At-the-Market Offering. During the year ended February 3, 2024, the Company did not make any offerings or sales of shares of common stock under the Jefferies At-the-Market Offering. During the year ended January 28, 2023, the Company issued and sold 104,980 shares of common stock under the Jefferies At-the-Market Offering for aggregate net proceeds of $825, at an average price of $7.86 per share.

Dividends

The Company has not paid dividends, and the Company's current ability to pay such dividends is restricted by the terms of its debt agreements. The Company's future dividend policy will be determined on a yearly basis and will depend on earnings, financial condition, capital requirements, and certain other factors. The Company does not expect to declare dividends with respect to its common stock in the foreseeable future.
v3.24.1.u1
Earnings (Loss) Per Share
 12 Months Ended
Feb. 03, 2024
Earnings Per Share [Abstract]  
Earnings (Loss) Per Share

Note 10. 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:

 

 

Fiscal Year

 

 

 

2023

 

 

2022

 

Weighted-average shares—basic

 

 

12,442,781

 

 

 

12,223,004

 

Effect of dilutive equity securities

 

 

35,434

 

 

 

—

 

Weighted-average shares—diluted

 

 

12,478,215

 

 

 

12,223,004

 

For the fiscal year ended February 3, 2024, 391,102 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. For the fiscal year ended January 28, 2023, because the Company incurred a net loss weighted-average basic shares and weighted-average diluted shares outstanding are equal for this period.
v3.24.1.u1
Income Taxes
 12 Months Ended
Feb. 03, 2024
Income Tax Disclosure [Abstract]  
Income Taxes

Note 11. Income Taxes

The (benefit) provision for income taxes consisted of the following:

 

Fiscal Year

 

(in thousands)

2023

 

 

 

2022

 

Current:

 

 

 

 

 

 

 

Domestic:

 

 

 

 

 

 

Federal

$

—

 

 

 

$

—

 

State

 

514

 

 

 

 

132

 

Foreign

 

29

 

 

 

 

39

 

Total current

 

543

 

 

 

 

171

 

Deferred:

 

 

 

 

 

 

Domestic:

 

 

 

 

 

 

Federal

 

(2,017

)

 

 

 

1,141

 

State

 

(2,004

)

 

 

 

1,725

 

Foreign

 

—

 

 

 

 

—

 

Total deferred

 

(4,021

)

 

 

 

2,866

 

Total (benefit) provision for income taxes

$

(3,478

)

 

 

$

3,037

 

The sources of income (loss) before income taxes and equity in net income of equity method investment are from the United States, the Company's subsidiaries in the United Kingdom and the Company's French branch. The Company files U.S. federal income tax returns and income tax returns in various state and local jurisdictions.

Current income taxes are the amounts payable under the respective tax laws and regulations on each year's earnings. Deferred income tax assets and liabilities represent the tax effects of revenues, costs and expenses, which are recognized for tax purposes in different periods from those used for financial statement purposes.

The benefit for income taxes was $3,478 for the year ended February 3, 2024. This benefit was primarily driven by a tax benefit of $5,523 associated with the Authentic Transaction primarily due to the reversal of a portion of the non-cash deferred tax liability previously created by the amortization of the Vince tradename indefinite-lived intangible asset recognized for tax, but not for book purposes, which previously could not be used as a source to support the realization of certain deferred tax assets related to the Company's net operating losses. This benefit was offset by a portion of the non-cash deferred tax liability related to the Company's equity method investment which cannot be used as a source of income to support the realization of certain deferred tax assets related to the Company's net operating losses which resulted in deferred tax expense of $1,907.

The provision for income taxes was $3,037 for the year ended January 28, 2023 and primarily represents 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.

A reconciliation of the federal statutory income tax rate to the effective tax rate is as follows:

 

 

Fiscal Year

 

 

2023

 

 

 

2022

 

Statutory federal rate

 

21.0

%

 

 

 

 

21.0

%

State taxes, net of federal benefit

 

12.0

%

 

 

 

5.2

%

NOL Adjustments

 

6.7

%

 

 

 

0.0

%

Deferred Adjustments

 

3.6

%

 

 

 

0.0

%

Valuation allowance

 

(61.3

)%

 

 

 

(33.6

)%

Return to provision adjustment

 

0.2

%

 

 

 

0.2

%

Non-deductible Officers Compensation

 

0.3

%

 

 

 

(0.4

)%

Rate Differential on Foreign Income

 

0.4

%

 

 

 

(0.1

)%

Other

 

0.1

%

 

 

 

(0.9

)%

Total

 

(17.0

)%

 

 

 

(8.6

)%

 

Deferred income tax assets and liabilities consisted of the following:

 

February 3,

 

 

January 28,

 

(in thousands)

2024

 

 

2023

 

Deferred tax assets:

 

 

 

 

 

Depreciation and amortization

$

2,706

 

 

$

4,166

 

Employee related costs

 

426

 

 

 

1,049

 

Allowance for asset valuations

 

1,664

 

 

 

1,861

 

Accrued expenses

 

317

 

 

 

472

 

Lease liability

 

22,601

 

 

 

24,326

 

Net operating losses

 

122,382

 

 

 

138,702

 

Tax credits

 

92

 

 

 

92

 

Interest expense

 

5,428

 

 

 

3,348

 

Other

 

288

 

 

 

305

 

Total deferred tax assets

 

155,904

 

 

 

174,321

 

Less: valuation allowances

 

(125,913

)

 

 

(138,490

)

Net deferred tax assets

 

29,991

 

 

 

35,831

 

Deferred tax liabilities:

 

 

 

 

 

Indefinite lived intangibles

 

(8,584

)

 

 

(25,742

)

ROU assets

 

(19,548

)

 

 

(19,023

)

Equity method investment

 

(6,772

)

 

 

—

 

Total deferred tax liabilities

 

(34,904

)

 

 

(44,765

)

Net deferred tax (liability) asset

$

(4,913

)

 

$

(8,934

)

Included in:

 

 

 

 

 

Deferred income tax asset

$

—

 

 

$

—

 

Deferred income tax liability

 

(4,913

)

 

 

(8,934

)

Net deferred tax liability

$

(4,913

)

 

$

(8,934

)

As of February 3, 2024, the Company had a gross federal net operating loss of $464,232 (federal tax effected amount of $97,489) for federal income tax purposes that may be used to reduce future federal taxable income. The net operating losses for federal income tax purposes of $224,976 will expire between 2032 and 2038 for losses incurred in tax years beginning before January 1, 2018. Net operating losses of $239,257 incurred in tax years beginning after January 1, 2018 will have an indefinite carryforward period.

As of February 3, 2024, the Company had gross state net operating loss carryforward of $656,751 (tax effected net of federal benefit of $25,274) that may be used to reduce future state taxable income. The net operating loss carryforwards for state income tax purposes expire between 2028 and 2043.

As of February 3, 2024, the Company had total deferred tax assets including net operating loss carryforwards, reduced for uncertain tax positions, of $121,000, of which $95,720 and $25,280 were attributable to federal and domestic state and local jurisdictions, respectively.

The valuation allowance for deferred tax assets was $125,913 at February 3, 2024, decreasing $12,577 from the valuation allowance for deferred tax assets of $138,490 at January 28, 2023. During fiscal 2023, the Company maintained a full valuation allowance on all deferred tax assets that have a definite life as the Company does not believe it is more likely than not that such deferred tax assets will be recognized. Indefinite-lived net operating losses have been recognized to the extent the Company believes they can be utilized against indefinite-lived deferred tax liabilities. Adjustments to the valuation allowance are made when there is a change in management's assessment of the amount of deferred tax assets that are realizable.

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits, excluding interest and penalties, is as follows:

 

Fiscal Year

 

(in thousands)

2023

 

 

2022

 

Beginning balance

$

556

 

 

$

556

 

Increases for tax positions in current year

 

—

 

 

 

—

 

Increases for tax positions in prior years

 

—

 

 

 

—

 

Decreases for tax positions in prior years

 

—

 

 

 

—

 

Ending balance

$

556

 

 

$

556

 

 

 

 

 

 

 

 

As of February 3, 2024 and January 28, 2023, the Company had unrecognized tax benefits in the amount of $556, which would not impact the Company's effective tax rate if recognized. The statute of limitations does not begin until the net operating losses are utilized. Therefore, the unrecognized tax benefit balance will remain the same until three years after the net operating losses are used to offset taxable income.

The Company includes accrued interest and penalties on underpayments of income taxes in its income tax provision. As of February 3, 2024 and January 28, 2023, the Company did not have any interest and penalties accrued on its Consolidated Balance Sheets and no related provision or benefit was recognized in each of the Company's Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended February 3, 2024 and January 28, 2023. Interest is computed on the difference between the tax position recognized net of any unrecognized tax benefits and the amount previously taken or expected to be taken in the Company's tax returns.

With limited exceptions, fiscal years January 30, 2021 through February 3, 2024 remain subject to examination. For years prior to 2021, adjustments can be made by the taxing authorities only to the extent of the net operating losses carried forward.

v3.24.1.u1
Leases
 12 Months Ended
Feb. 03, 2024
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. The Company does not have any finance leases. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants. The weighted-average remaining lease term and weighted-average discount rate for our operating leases are 6.3 years and 7.17% as of February 3, 2024 and 6.0 years and 6.4% as of January 28, 2023.

Total lease cost is included in SG&A expense in the accompanying 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 the ROU asset and lease liabilities. Short term lease costs were immaterial for the fiscal years ended February 3, 2024 and January 28, 2023. The Company's lease cost is comprised of the following:

 

 

 

Fiscal Year

 

(in thousands)

 

2023

 

 

2022

 

Operating lease cost

 

$

18,482

 

 

$

23,853

 

Variable operating lease cost

 

 

390

 

 

 

547

 

Total lease cost

 

$

18,872

 

 

$

24,400

 

 

The operating lease cost for the year ended February 3, 2024, included a benefit of $779 for the correction of an error recorded within SG&A expenses related to a lease modification that occurred during fiscal 2022 for a Vince retail store, leading to an overstatement of the ROU assets and an overstatement of the lease obligations in fiscal 2022.

The operating lease cost for fiscal 2022 included $4,090 of accelerated amortization and a $1,987 benefit from the release of operating lease liabilities associated with the wind down of the Rebecca Taylor business. See Note 2 "Recent Transactions" for additional information. Additionally, the operating lease cost for fiscal 2022 included a benefit of $532 for the correction of an error recorded within SG&A expenses related to various lease amendments signed during fiscal 2021 for certain Vince retail stores that were relocated during fiscal 2022, leading to an overstatement of the ROU assets and an overstatement of the lease obligations in fiscal 2021.

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

 

 

 

Fiscal Year

 

(in thousands)

 

2023

 

 

2022

 

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

 

 

 

 

 

 

Operating cash flows from operating leases

 

$

24,766

 

 

$

28,203

 

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

 

 

22,972

 

 

 

5,957

 

As of February 3, 2024, the future maturity of lease liabilities are as follows:

 

 

 

 

 

February 3,

 

(in thousands)

 

 

 

2024

 

Fiscal 2024

 

 

 

$

22,006

 

Fiscal 2025

 

 

 

 

18,759

 

Fiscal 2026

 

 

 

 

14,863

 

Fiscal 2027

 

 

 

 

11,066

 

Fiscal 2028

 

 

 

 

10,167

 

Thereafter

 

 

 

 

29,285

 

Total lease payments

 

 

 

 

106,146

 

Less: Imputed interest

 

 

 

 

(21,638

)

Total operating lease liabilities

 

 

 

$

84,508

 

The operating lease payments do not include any renewal options as such leases are not reasonably certain of being renewed as of February 3, 2024 and do not include $2,211 legally binding minimum lease payments for leases signed but not yet commenced.

v3.24.1.u1
Segment and Geographical Financial Information
 12 Months Ended
Feb. 03, 2024
Segment Reporting [Abstract]  
Segment and Geographical Financial Information

Note 13. Segment and Geographical 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—consisted 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. On December 22, 2022, the Company's indirectly wholly owned subsidiary, Rebecca Taylor, Inc., completed the sale of its intellectual property and certain related ancillary assets to RT IPCO, LLC, an affiliate of Ramani Group. See Note 2 "Recent Transactions" for further details. Substantially all Rebecca Taylor inventory was liquidated as of January 28, 2023. Additionally, all Rebecca Taylor retail and outlet stores operated by the Company were closed as of January 28, 2023 and the e-commerce site operated by the Company ceased in December 2022.

On February 17, 2023, the Company's indirectly wholly owned subsidiary, Parker Lifestyle, LLC, completed the sale of its intellectual property and certain related ancillary assets to Parker IP Co. LLC, an affiliate of BCI Brands. See Note 2 "Recent Transactions" for additional information.

The accounting policies of the Company's reportable segments are consistent with those described in Note 1 "Description of Business and Summary of Significant Accounting Policies." Unallocated corporate expenses are related to the Vince brand and are comprised of SG&A 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, equity method investment and other assets that will be utilized to generate revenue for the Company's Vince Wholesale and Vince Direct-to-consumer reportable segments.

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

 

Fiscal Year 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales (1)

 

$

149,603

 

 

$

143,096

 

 

$

191

 

 

$

—

 

 

$

292,890

 

Income (loss) before income taxes and equity in net income of equity method investment (2) (3)

 

 

43,416

 

 

 

5,774

 

 

 

2,443

 

 

 

(31,127

)

 

 

20,506

 

Depreciation & Amortization

 

 

248

 

 

 

2,931

 

 

 

—

 

 

 

1,760

 

 

 

4,939

 

Capital Expenditures

 

 

127

 

 

 

1,191

 

 

 

—

 

 

 

142

 

 

 

1,460

 

Total Assets

 

 

51,489

 

 

 

87,648

 

 

 

—

 

 

 

86,012

 

 

 

225,149

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales (4)

 

$

169,375

 

 

$

149,770

 

 

$

38,297

 

 

$

—

 

 

$

357,442

 

Income (loss) before income taxes and equity in net income of equity method investment (5) (6)

 

 

43,592

 

 

 

2,397

 

 

 

(21,255

)

 

 

(60,043

)

 

 

(35,309

)

Depreciation & Amortization

 

 

689

 

 

 

2,976

 

 

 

2,763

 

 

 

1,906

 

 

 

8,334

 

Capital Expenditures

 

 

100

 

 

 

2,007

 

 

 

177

 

 

 

498

 

 

 

2,782

 

Total Assets

 

 

83,134

 

 

 

95,499

 

 

 

981

 

 

 

123,731

 

 

 

303,345

 

 

(1) Net sales for the Rebecca Taylor and Parker reportable segment for fiscal 2023 consisted of $191 through wholesale distribution channels of residual revenue contracted prior to the sale of the Rebecca Taylor tradename.

(2) The Rebecca Taylor and Parker reportable segment for fiscal 2023 includes a $765 gain associated with the sale of the Parker tradename, a net benefit of $1,750 from the wind down of the Rebecca Taylor business, and $150 of transaction related expenses associated with the sale of the Parker tradename. See Note 2 "Recent Transactions" for further information.

(3) Unallocated Corporate for fiscal 2023 includes the $32,043 gain associated with the Asset Sale and $5,030 of transaction related expenses associated with the Asset Sale. See Note 2 "Recent Transactions" for further information.

(4) Net sales for the Rebecca Taylor and Parker reportable segment for fiscal 2022 consisted of $18,508 through wholesale distribution channels and $19,789 through direct-to-consumer distribution channels.

(5) Vince Direct-to-consumer reportable segment for fiscal 2022 includes a non-cash impairment charge of $1,014 related to property and equipment. See Note 1 "Description of Business and Summary of Significant Accounting Policies – (J) Impairment of Long-lived Assets" for additional information.

(6) Rebecca Taylor and Parker reportable segment for fiscal 2022 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. See Note 1 "Description of Business and Summary of Significant Accounting Policies – (J) Impairment of Long-lived Assets and (K) Goodwill and Other Intangible Assets" for additional information. Fiscal 2022 also includes a $1,620 gain associated with the sale of the Rebecca Taylor tradename as well as charges associated with the wind down of the Rebecca Taylor business. See Note 2 "Recent Transactions" for additional information.

The Company is domiciled in the U.S. and as of February 3, 2024, had no significant international subsidiaries and therefore substantially all of the Company's sales originate in the U.S. As a result, net sales by destination are not provided. Additionally, substantially all long-lived assets, including property and equipment, are located in the U.S.
v3.24.1.u1
Related Party Transactions
 12 Months Ended
Feb. 03, 2024
Related Party Transactions [Abstract]  
Related Party Transactions

Note 14. Related Party Transactions

Operating Agreement

On May 25, 2023, Vince, LLC and ABG Vince entered into the Operating Agreement, which, among other things, provides for the management of the business and the affairs of ABG Vince, the allocation of profits and losses, the distribution of cash of ABG Vince among its members and the rights, obligations and interests of the members to each other and to Vince, LLC. See Note 2 "Recent Transactions" for further information. During fiscal 2023, the Company received $1,341 of cash distributions under the Operating Agreement.

License Agreement

On May 25, 2023, Vince, LLC and ABG Vince entered into the License Agreement, whereby Vince, LLC is required to pay ABG Vince a royalty on net sales of Licensed Products and committed to an annual guaranteed minimum royalty of $11,000. See Note 2 "Recent Transactions" for further information. During fiscal 2023, the Company paid $6,945 under the License Agreement related to fiscal 2023.

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 February 3, 2024, approximately 68% 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, which expired in November of 2023 with no outstanding obligations due from the Company. 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 provided 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 Tax Receivable Agreement terminated per its terms on February 3, 2024. As of February 3, 2024, the Company's total obligation under the Tax Receivable Agreement was $0.

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.

The initial term of the agreement expired on November 27, 2023, the tenth anniversary of the Company's IPO, and the agreement currently is automatically extended on a year-to-year basis. Under the consulting agreement, the Company has no obligation to pay Sun Capital Management or any of its affiliates any consulting fees other than those which are approved by a majority of the Company's directors that are not affiliated with Sun Capital. To the extent such fees are approved in the future, the Company will be obligated to pay such fees in addition to reimbursing Sun Capital Management or any of its affiliates that provide the Company services under the consulting agreement for all reasonable out-of-pocket fees and expenses incurred by such party in connection with the provision of consulting services under the consulting agreement and any related matters. Reimbursement of such expenses shall not be conditioned upon the approval of a majority of the Company's directors that are not affiliated with Sun Capital Management and shall be payable in addition to any fees that such directors may approve.

Neither Sun Capital Management nor any of its affiliates are liable to the Company or the Company's affiliates, security holders or creditors for (1) any liabilities arising out of, related to, caused by, based upon or in connection with the performance of services under the consulting agreement, unless such liability is proven to have resulted directly and primarily from the willful misconduct or gross negligence of such person or (2) pursuing any outside activities or opportunities that may conflict with the Company's best interests, which outside activities the Company consents to and approves under the consulting agreement, and which opportunities neither Sun Capital Management nor any of its affiliates will have any duty to inform the Company of. In no event will the aggregate

of any liabilities of Sun Capital Management or any of its affiliates exceed the aggregate of any fees paid under the consulting agreement.

In addition, the Company is required to indemnify Sun Capital Management, its affiliates and any successor by operation of law against any and all liabilities, whether or not arising out of or related to such party's performance of services under the consulting agreement, except to the extent proven to result directly and primarily from such person's willful misconduct or gross negligence. The Company is also required to defend such parties in any lawsuits which may be brought against such parties and advance expenses in connection therewith. In the case of affiliates of Sun Capital Management that have rights to indemnification and advancement from affiliates of Sun Capital, the Company agrees to be the indemnitor of first resort, to be liable for the full amounts of payments of indemnification required by any organizational document of such entity or any agreement to which such entity is a party, and that the Company will not make any claims against any affiliates of Sun Capital Partners for contribution, subrogation, exoneration or reimbursement for which they are liable under any organizational documents or agreement. Sun Capital Management may, in its sole discretion, elect to terminate the consulting agreement at any time. The Company may elect to terminate the consulting agreement if SCSF Cardinal, Sun Cardinal, or any of their respective affiliates' aggregate ownership of the Company's equity securities falls below 30%.

During fiscal 2023 and fiscal 2022, the Company incurred expenses of $10 and $12, respectively, under the Sun Capital Consulting Agreement.

Indemnification Agreements

The Company has entered into indemnification agreements with each of its executive officers and directors. The indemnification agreements provide the executive officers and directors with contractual rights to indemnification, expense advancement and reimbursement, to the fullest extent permitted under the Delaware General Corporation Law.

Amended and Restated Certificate of Incorporation

The Company's amended and restated certificate of incorporation provides that for so long as affiliates of Sun Capital own 30% or more of the Company's outstanding shares of common stock, Sun Cardinal, a Sun Capital affiliate, has the right to designate a majority of the Company's board of directors. For so long as Sun Cardinal has the right to designate a majority of the Company's board of directors, the directors designated by Sun Cardinal may constitute a majority of each committee of the Company's board of directors (other than the Audit Committee), and the chairman of each of the committees (other than the Audit Committee) may be a director serving on the committee who is selected by affiliates of Sun Capital, provided that, at such time as the Company is not a "controlled company" under the NYSE corporate governance standards, the Company's committee membership will comply with all applicable requirements of those standards and a majority of the Company's board of directors will be "independent directors," as defined under the rules of the NYSE, subject to any applicable phase in requirements.
v3.24.1.u1
Schedule II Valuation and Qualifying Accounts
 12 Months Ended
Feb. 03, 2024
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]  
Schedule II Valuation and Qualifying Accounts

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

(In thousands)

 

 

Beginning of Period

 

 

Expense Charges, net of Reversals

 

 

Deductions and Write-offs

 

 

End of Period

 

Sales Allowances

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2023

 

$

(8,106

)

 

$

(48,854

)

 

$

51,750

 

 

$

(5,210

)

Fiscal 2022

 

 

(6,557

)

 

$

(57,276

)

 

$

55,727

 

 

$

(8,106

)

Allowance for Doubtful Accounts

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2023

 

 

(759

)

 

 

(104

)

 

 

486

 

 

 

(377

)

Fiscal 2022

 

 

(379

)

 

 

(424

)

 

 

44

 

 

 

(759

)

Valuation Allowances on Deferred Income Taxes

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2023

 

 

(138,490

)

 

 

12,577

 

 *

 

—

 

 

 

(125,913

)

Fiscal 2022

 

 

(126,640

)

 

 

(11,850

)

 

 

—

 

 

 

(138,490

)

 

 

 

 

 

 

 

 

 

 

 

 

 

*Includes reversal of valuation allowance associated with realization of NOLs related to the tax gain recognized for the Authentic Transaction. See Note 2 "Recent Transactions" to the Consolidated Financial Statements in this Annual Report for additional information on the Authentic Transaction.

 
v3.24.1.u1
Description of Business and Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Feb. 03, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of Business

(A) Description of Business: The Company is a global retail company that operates the Vince brand women's and men's ready to wear business. 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. Previously, the Company also owned and operated the Rebecca Taylor and Parker brands until the sale of the respective intellectual property was completed, as discussed below.

On April 21, 2023 the Company entered into a strategic partnership ("Authentic Transaction") with Authentic Brands Group, LLC ("Authentic"), a global brand development, marketing and entertainment platform, whereby the Company contributed its intellectual property to a newly formed Authentic subsidiary ("ABG Vince") for cash consideration and a membership interest in ABG Vince. The Company closed the Asset Sale (as defined below) on May 25, 2023. On May 25, 2023, in connection with the Authentic Transaction, Vince, LLC entered into a License Agreement (the "License Agreement") with ABG-Vince LLC, which provides Vince, LLC with an exclusive, long-term license to use the Licensed Property in the Territory to the Approved Accounts (each as defined in the License Agreement). See Note 2 "Recent Transactions" for additional information.

Rebecca Taylor, founded in 1996 in New York City, was a contemporary womenswear line lauded for its signature prints, romantic detailing and vintage inspired aesthetic, reimagined for a modern era. On September 12, 2022, the Company announced its decision to wind down the Rebecca Taylor business. On December 22, 2022, the Company's indirectly wholly owned subsidiary, Rebecca Taylor, Inc., completed the sale of its intellectual property and certain related ancillary assets to RT IPCO, LLC, an affiliate of Ramani Group. See Note 2 "Recent Transactions" for further information.

Parker, founded in 2008 in New York City, was a contemporary women's fashion brand that was 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 February 17, 2023, the Company's indirectly wholly owned subsidiary, Parker Lifestyle, LLC, completed the sale of its intellectual property and certain related ancillary assets to Parker IP Co. LLC, an affiliate of BCI Brands. See Note 2 "Recent Transactions" for additional information.

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 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 ("SEC").

The consolidated financial statements include the Company's accounts and the accounts of the Company's wholly-owned subsidiaries as of February 3, 2024. All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the financial statements contain all adjustments (consisting solely of normal recurring adjustments) and disclosures necessary for a fair presentation.

Fiscal Year

(C) Fiscal Year: The Company operates on a fiscal calendar widely used by the retail industry that results in a given fiscal year consisting of a 52 or 53-week period ending on the Saturday closest to January 31.

•
References to "fiscal year 2023" or "fiscal 2023" refer to the fiscal year ended February 3, 2024; and
•
References to "fiscal year 2022" or "fiscal 2022" refer to the fiscal year ended January 28, 2023.

Fiscal year 2023 consisted of a 53-week period and 2022 consisted of a 52-week period.
Sources and Uses of Liquidity

(D) Sources and Uses of Liquidity: The Company's sources of liquidity are cash and cash equivalents, cash flows from operations, if any, borrowings available under the 2023 Revolving Credit Facility (as defined in Note 5 "Long-Term Debt and Financing Arrangements") and the Company's ability to access the capital markets, including the Sales Agreement entered into with Virtu Americas LLC in June 2023 (see Note 9 "Stockholders' Equity" for further information). The Company's primary cash needs are funding working capital requirements, including royalty payments under the License Agreement, meeting 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. Based

on our current expectations, we believe that our sources of liquidity will generate sufficient cash flows to meet our obligations during the next twelve months from the date these financial statements are issued.
Use of Estimates

(E) Use of Estimates: The preparation of consolidated 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.
Cash and cash equivalents

(F) Cash and cash equivalents: All demand deposits and highly liquid short-term deposits with original maturities of three months or less are considered cash equivalents.

Accounts Receivable and Concentration of Credit Risk

(G) Accounts Receivable and Concentration of Credit Risk: The Company maintains an allowance for accounts receivable estimated to be uncollectible. The adjustments to the provision are recorded in Selling, general and administrative ("SG&A") expense. Substantially all of the Company's trade receivables are derived from sales to retailers and are recorded at the invoiced amount and do not bear interest. The Company performs ongoing credit evaluations of its wholesale partners' financial condition and requires collateral as deemed necessary. The past due status of a receivable is based on its contractual terms. Account balances are charged off against the allowance when it is probable the receivable will not be collected.

Accounts receivable are recorded net of allowances including expected future chargebacks from wholesale partners and estimated margin support. It is the nature of the apparel and fashion industry that suppliers similar to the Company face significant pressure from customers in the retail industry to provide allowances to compensate for wholesale partner margin shortfalls. This pressure often takes the form of customers requiring the Company to provide price concessions on prior shipments as a prerequisite for obtaining future orders. Pressure for these concessions is largely determined by overall retail sales performance and, more specifically, the performance of the Company's products at retail. To the extent the Company's wholesale partners have more of the Company's goods on hand at the end of the season, there will be greater pressure for the Company to grant markdown concessions on prior shipments. Accounts receivable balances are reported net of expected allowances for these matters based on the historical level of concessions required and estimates of the level of markdowns and allowances that will be required in the coming season. The Company evaluates the allowance balances on a continual basis and adjusts them as necessary to reflect changes in anticipated allowance activity. The Company also provides an allowance for sales returns based on known trends and historical return rates.

In fiscal 2023 and 2022, sales to one wholesale partner accounted for more than ten percent of the Company's net sales. Sales to this partner represented 20% of fiscal 2023 net sales and 16% of fiscal 2022 net sales.

A wholesale partner represented greater than ten percent of the Company's gross accounts receivable balances as of February 3, 2024 and January 28, 2023, with 36% and 39% of such balances, respectively. In addition, another wholesale partner represented greater than ten percent of the Company's gross accounts receivable balance as of February 3, 2024, with 22% of such balance.

Inventories

(H) Inventories: Inventories are stated at the lower of cost or net realizable value. Cost is determined on the first-in, first-out basis. The cost of inventory includes purchase cost as well as sourcing, transportation, duty, and other processing costs associated with acquiring, importing, and preparing inventory for sale. Inventory costs are included in cost of products sold at the time of their sale. Product development costs are expensed in SG&A expense when incurred. Inventory values are reduced to net realizable value when there are factors indicating that certain inventories will not be sold on terms sufficient to recover their cost. Inventories consisted of finished goods. As of February 3, 2024 and January 28, 2023 finished goods, net of reserves were $58,777 and $90,008, respectively.

The Company has two major suppliers that accounted for approximately 18% and 17%, respectively, of inventory purchases for fiscal 2023 and approximately 19% and 18%, respectively, of inventory purchases for fiscal 2022. Amounts due to these suppliers were $1,509 as of February 3, 2024 and $7,097 as of January 28, 2023, and were included in Accounts payable in the Consolidated Balance Sheets.
Property and Equipment

(I) Property and Equipment: Property and equipment are stated at cost. Depreciation is computed on the straight-line method over estimated useful lives of three to ten years for furniture, fixtures, and equipment. Leasehold improvements are depreciated on the straight-line basis over the shorter of their estimated useful lives or the lease term, excluding renewal terms. Capitalized software is depreciated on the straight-line basis over the estimated economic useful life of the software, generally three to seven years. Maintenance and repair costs are charged to earnings while expenditures for major renewals and improvements are capitalized. Upon

the disposition of property and equipment, the accumulated depreciation is deducted from the original cost and any gain or loss is reflected in current earnings. Property and equipment consisted of the following:

 

 

 

February 3,

 

 

January 28,

 

(in thousands)

 

2024

 

 

2023

 

Leasehold improvements

 

$

32,694

 

 

$

36,063

 

Furniture, fixtures and equipment

 

 

9,748

 

 

 

10,897

 

Capitalized software

 

 

14,775

 

 

 

14,570

 

Construction in process

 

 

585

 

 

 

144

 

Total property and equipment

 

 

57,802

 

 

 

61,674

 

Less: accumulated depreciation

 

 

(50,830

)

 

 

(51,195

)

Property and equipment, net

 

$

6,972

 

 

$

10,479

 

Depreciation expense was $4,692 and $7,104 for fiscal 2023 and fiscal 2022, respectively.

Impairment of Long-lived Assets

(J) Impairment of Long-lived Assets: The Company reviews long-lived assets which consist of property and equipment and operating lease assets when the existence of facts and circumstances indicate that the useful life is shorter than previously estimated or that the carrying amount of the asset groups to which these assets relate may not be recoverable. The asset group is defined as the lowest level for which identifiable cash flows are available and largely independent of the cash flows of other groups of assets, which for our retail stores is at the store level. Recoverability of these assets is evaluated by comparing the carrying value of the asset group with its estimated future undiscounted cash flows. The recoverability assessment is dependent on a number of factors, including estimates of future growth and profitability, as well as other variables. If the comparisons indicate that the value of the asset is not recoverable, an impairment loss is calculated as the difference between the carrying value and the fair value of the assets within the asset group and the loss is recognized during that period. The fair value of the operating lease right-of-use assets is determined from the perspective of a market participant considering various factors. The judgments and assumptions used in determining the fair value of the operating lease right-of-use assets were the current comparable market rents for similar properties and a store discount rate. The fair value of the property and equipment was based on its estimated liquidation value. The estimates regarding recoverability and fair value can be affected by factors such as future store results, real estate demand, store closure plans, and economic conditions that can be difficult to predict.

During fiscal 2022, the Company recorded non-cash asset impairment charges of $1,880, within Impairment of long-lived assets on the Consolidated Statements of Operations and Comprehensive Income (Loss), related to the impairment of property and equipment for certain Vince and Rebecca Taylor retail locations as the carrying values were determined not to be recoverable. The carrying amounts of these assets were adjusted to their estimated fair values.
Goodwill and Other Intangible Assets

(K) Goodwill and Other Intangible Assets: Goodwill and other indefinite-lived intangible assets are tested for impairment at least annually and in an interim period if a triggering event occurs.

Goodwill is not allocated to the Company's operating segments in the measure of segment assets regularly reported to and used by management; however, goodwill is allocated to operating segments (goodwill reporting units) for the purpose of the annual impairment test for goodwill.

Goodwill represents the excess of the cost of acquired businesses over the fair market value of the identifiable net assets. As of January 28, 2023, the indefinite-lived intangible asset was the Vince tradename. On April 21, 2023, the Company entered into the Authentic Transaction with Authentic and as a result, the Vince tradename and Vince customer relationships were classified as held for sale and amortization of the Vince customer relationships ceased. The Company closed the Asset Sale on May 25, 2023. See Note 2 "Recent Transactions" for further information.

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. On December 22, 2022, the Company completed the sale of the Rebecca Taylor tradename and certain related ancillary assets to RT IPCO, LLC, an affiliate of Ramani Group. See Note 2 "Recent Transactions" for further information. Additionally, during the third quarter of fiscal 2022, the Parker tradename was classified as held for sale and amortization ceased. As of January 28, 2023, Assets held for sale on the Consolidated Balance Sheets represented $260 related to the Parker tradename. Prior to its classification as held for sale, the Parker tradename intangible asset was being amortized on a straight-line basis over 10 years. On February 17, 2023, the Company completed the sale of the Parker tradename and certain related ancillary assets to Parker IP Co. LLC, an affiliate of BCI Brands. See Note 2 "Recent Transactions" for further information.

An entity may elect to perform a qualitative impairment assessment for goodwill and indefinite-lived intangible assets. If adverse qualitative trends are identified during the qualitative assessment that indicate that it is more likely than not that the fair value

of a reporting unit or indefinite-lived intangible asset is less than its carrying amount, a quantitative impairment test is required. "Step one" of the quantitative impairment test for goodwill requires an entity to determine the fair value of each reporting unit and compare such fair value to the respective carrying amount. If the estimated fair value of the reporting unit exceeds the carrying value of the net assets assigned to that reporting unit, goodwill is not impaired, and the Company is not required to perform further testing. If the carrying amount of the reporting unit exceeds its estimated fair value, an impairment loss is recorded for the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The goodwill impairment test is dependent on a number of factors, including estimates of projected revenues, EBITDA margins, long-term growth rates, working capital and discount rates. The Company bases its estimates on assumptions it believes to be reasonable, but which are unpredictable and inherently uncertain. Actual future results may differ from those estimates.

Prior to the closing of the Asset Sale, the Company estimated the fair value of the tradename intangible assets using a discounted cash flow valuation analysis, which is based on the "relief from royalty" methodology. This methodology assumes that in lieu of ownership, a third party would be willing to pay a royalty in order to exploit the related benefits of these types of assets. The relief from royalty approach is dependent on a number of factors, including estimates of projected revenues, royalty rates in the category of intellectual property and discount rates. The Company based its fair value estimates on assumptions it believed to be reasonable, but which were unpredictable and inherently uncertain. An impairment loss would have been recognized when the estimated fair value of the tradename intangible asset is less than the carrying value. The Company closed the Asset Sale on May 25, 2023, and therefore no longer carries tradename intangible assets as of February 3, 2024. Indefinite-lived tradename intangible assets were $67,100 as of January 28, 2023, which is included within Intangible assets, net in the Consolidated Balance Sheets.

An entity may pass on performing the qualitative assessment for a reporting unit or indefinite-lived intangible asset and directly perform the quantitative assessment. This determination can be made on an asset by asset basis, and an entity may resume performing a qualitative assessment in subsequent periods.

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, long-term growth rates, working capital, royalty rates in the category of intellectual property, discount rates and future market conditions, among others. It is possible that estimates of future operating results could change adversely and impact the evaluation of the recoverability of the carrying value of goodwill and intangible assets and that the effect of such changes could be material.

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 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 Consolidated Statement of Operations and Comprehensive Income (Loss) in fiscal 2022.

In both fiscal 2023 and fiscal 2022, the Company performed its annual impairment test during the fourth quarter. The fair value of the Company's Vince Wholesale reporting unit was estimated using a combination of the income approach (the discounted cash flows method) and the market approach (guideline public company method). In fiscal 2023, the Company elected to perform a quantitative impairment test on goodwill allocated to the Company's Vince Wholesale reporting unit. The results of the quantitative test did not result in any impairment because the fair value of the Company's Vince Wholesale reporting unit exceeded its carrying value. In fiscal 2022, the Company elected to perform a quantitative impairment test on goodwill allocated to the Company's Vince Wholesale reporting unit. The results of the quantitative test did not result in any impairment because the fair value of the Company's Vince Wholesale reporting unit exceeded its carrying value. Goodwill was $31,973 as of both February 3, 2024 and January 28, 2023.

In the fourth quarter of fiscal 2022, the Company elected to perform a quantitative impairment test on its Vince tradename indefinite-lived intangible asset. The results of the quantitative test did not result in any impairment because the fair value of the Company's Vince tradename intangible asset exceeded its carrying value.

The finite-lived intangible assets as of January 28, 2023 were comprised of Vince customer relationships which were being amortized on a straight-line basis over their useful lives of 20 years.

See Note 3 "Goodwill and Intangible Assets" for more information on the details surrounding goodwill and intangible assets.
Deferred Financing Costs

(L) Deferred Financing Costs: Deferred financing costs, such as underwriting, financial advisory, professional fees, and other similar fees are capitalized and recognized in interest expense over the contractual life of the related debt instrument using the straight-line method, as this method results in recognition of interest expense that is materially consistent with that of the effective interest method.
Leases

(M) Leases: The Company determines if a contract contains a lease at inception. The Company leases various office spaces, showrooms and retail stores. Although 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, some of the Company's leases have initial terms of 10 years, and in many instances can be extended for an additional term. 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.

Operating lease right-of-use ("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.
Revenue Recognition

(N) 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 and Geographical 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 February 3, 2024 and January 28, 2023, the contract liability was $1,628 and $1,617, respectively. In fiscal 2023, the Company recognized $286 of revenue that was previously included in the contract liability as of January 28, 2023.

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

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

(O) Cost of Products Sold: The Company's cost of products sold and gross margins may not necessarily be comparable to that of other entities as a result of different practices in categorizing costs. The primary components of the Company's cost of products sold are as follows:

•
the cost of purchased merchandise, including raw materials;
•
the cost of inbound transportation, including freight;
•
the cost of the Company's production and sourcing departments;
•
other processing costs associated with acquiring and preparing the inventory for sale; and
•
shrink and valuation reserves.
Marketing and Advertising

(P) Marketing and Advertising: The Company provides cooperative advertising allowances to certain of its customers. These allowances are accounted for as reductions in sales as discussed in "Revenue Recognition" above. Production expense related to company-directed advertising is deferred until the first time at which the advertisement runs. All other expenses related to company-directed advertising are expensed as incurred. Marketing and advertising expense recorded in SG&A expenses was $11,843 and $15,339 in fiscal 2023 and fiscal 2022, respectively. At February 3, 2024 and January 28, 2023, deferred production expenses associated with company-directed advertising were $698 and $340, respectively.
Share-Based Compensation

(Q) Share-Based Compensation: New, modified and unvested share-based payment transactions with employees, such as stock options and restricted stock units, are measured at fair value and recognized as compensation expense over the requisite service period and is included as a component of SG&A expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss). Forfeitures are accounted for as they occur.
Income Taxes

(R) Income Taxes: The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities at enacted rates. The Company assesses the likelihood of the realization of deferred tax assets and adjusts the carrying amount of these deferred tax assets by a valuation allowance to the extent the Company believes it more likely than not that all or a portion of the deferred tax assets will not be realized. Many factors are considered when assessing the likelihood of future realization of deferred tax assets, including recent earnings results within taxing jurisdictions, expectations of future taxable income, the carryforward periods available and other relevant factors. Changes in the required valuation allowance are recorded in income in the period such determination is made. The Company recognizes tax positions in the Consolidated Balance Sheets as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with tax authorities assuming full knowledge of the position and all relevant facts. Accrued interest and penalties related to unrecognized tax benefits are included in income taxes in the Consolidated Statements of Operations and Comprehensive Income (Loss).
Earnings (Loss) Per Share

(S) 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 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.
Recent Accounting Pronouncements

(T) 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 Adopted 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. The Company adopted the guidance on January 29, 2023, the first day of fiscal 2023, which did not have a material effect on the Company's consolidated financial statements.

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU 2023-07: Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which updates reportable segment disclosure requirements primarily through enhanced disclosures about significant segment expenses. All disclosure requirements under ASU 2023-07 are also required for public entities with a single reportable segment. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The amendments should be applied retrospectively to all prior periods presented in the financial statements. Other than additional disclosure, we do not expect a change to our consolidated statements of operations, financial position, or cash flows as a result of this ASU.

In December 2023, the FASB issued ASU 2023-09: Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires expanded disclosure within the rate reconciliation as well as disaggregation of annual taxes paid. This amendment is effective for annual periods beginning after December 15, 2023, and is applied prospectively. Early adoption is permitted. The Company is currently evaluating the impact that this new guidance may have on its financial statement disclosures.

In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275: The Enhancement and Standardization of Climate-Related Disclosures for Investors, which requires new disclosures regarding information about a registrant’s climate-related risks that have materially impacted, or are reasonably likely to have a material impact on, its business strategy, results of operations, or financial condition. In addition, certain disclosures related to severe weather events and other natural conditions will also be required in a registrant’s audited financial statements. Based on our smaller reporting company and non-accelerated filer status, certain disclosures are effective for fiscal years beginning after December 15, 2026, with certain remaining disclosures effective for fiscal years beginning after December 15, 2027. As a smaller reporting company, we are exempt from emissions disclosures and related assurance requirements. We will evaluate the SEC rule to determine its impact on our future financial reporting requirements and related disclosures.
v3.24.1.u1
Description of Business and Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Feb. 03, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Property and Equipment Property and equipment consisted of the following:

 

 

 

February 3,

 

 

January 28,

 

(in thousands)

 

2024

 

 

2023

 

Leasehold improvements

 

$

32,694

 

 

$

36,063

 

Furniture, fixtures and equipment

 

 

9,748

 

 

 

10,897

 

Capitalized software

 

 

14,775

 

 

 

14,570

 

Construction in process

 

 

585

 

 

 

144

 

Total property and equipment

 

 

57,802

 

 

 

61,674

 

Less: accumulated depreciation

 

 

(50,830

)

 

 

(51,195

)

Property and equipment, net

 

$

6,972

 

 

$

10,479

 
v3.24.1.u1
Recent Transactions (Tables)
 12 Months Ended
Feb. 03, 2024
Discontinued Operations and Disposal Groups [Abstract]  
Summary of Rebecca Taylor Wind-Down Related Charges (Benefits)

The following table presents a summary of Rebecca Taylor wind down related charges (benefits), reported within the Rebecca Taylor and Parker segment, incurred for fiscal 2023 and fiscal 2022:

 

 

 

Fiscal Year

 

(in thousands)

 

2023

 

 

2022

 

Net Sales:

 

 

 

 

 

 

Release of sales allowances

 

$

—

 

 

$

(227

)

Cost of products sold:

 

 

 

 

 

 

Inventory write-down

 

 

—

 

 

 

7,295

 

Selling, general and administrative expenses:

 

 

 

 

 

 

Operating lease right-of-use asset accelerated amortization

 

 

—

 

 

 

4,090

 

Benefit from release of operating lease liabilities

 

 

(2,025

)

 

 

(1,987

)

Accelerated depreciation and amortization

 

 

—

 

 

 

1,927

 

Employee termination costs, net (1)

 

 

—

 

 

 

556

 

Other advisory and liquidation costs

 

 

275

 

 

 

3,141

 

Total selling, general and administrative expenses

 

 

(1,750

)

 

 

7,727

 

Total wind-down (benefits) charges, net

 

$

(1,750

)

 

$

14,795

 

 

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

Sale of Parker Intellectual Property

On February 17, 2023, the Company's indirectly wholly owned subsidiary, Parker Lifestyle, LLC, completed the sale of its intellectual property and certain related ancillary assets to Parker IP Co. LLC, an affiliate of BCI Brands, for $1,025. The Company recognized a gain of $765 on the sale, which was recorded within Gain on sale of intangible assets in the Consolidated Statements of Operations and Comprehensive Income (Loss) for fiscal 2023. Net cash proceeds from the sale were used to repay $838 of borrowings under the Term Loan Credit Facility (as defined in Note 5 "Long-Term Debt and Financing Arrangements").

Sale of Vince Intellectual Property

On April 21, 2023 the Company entered into the Asset Purchase Agreement (defined below), pursuant to which Vince, LLC agreed to sell and transfer to ABG-Vince LLC (f/k/a ABG-Viking, LLC) ("ABG Vince"), an indirect subsidiary of Authentic, all intellectual property assets related to the business operated under the Vince brand in exchange for total consideration of $76,500 in cash and a 25% membership interest in ABG Vince (the "Asset Sale"). The Asset Sale was consummated in accordance with the terms of the Asset Purchase Agreement on May 25, 2023 (the "Closing Date"). Through the agreement, Authentic will own the majority stake of 75% membership interest in ABG Vince.

Upon the closing of the Asset Sale, the Company derecognized the intellectual property assets at their carrying amount of $69,957. In exchange for the Company's sale of its intellectual property assets, which included the Vince tradename and Vince customer relationships, to ABG Vince, Authentic paid $76,500 in cash and a 25% interest in ABG Vince valued at $25,500. As a result, the Company recognized a gain of $32,043, which was recorded within Gain on sale of intangible assets in the Consolidated Statements of Operations and Comprehensive Income (Loss) during fiscal 2023. Additionally, during fiscal 2023, the Company incurred total transaction related costs of approximately $5,555. Of these transaction costs, approximately $525 was incurred to acquire the investment in ABG Vince. As such, these costs were included in the initial measurement of the investment and recorded as part of the equity method investment on the Consolidated Balance Sheets. The remaining transaction related costs are included in selling, general and administrative ("SG&A") expense in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss). The Company utilized the net proceeds received to prepay in full the Term Loan Credit Facility and to repay a portion of the outstanding borrowings under the 2018 Revolving Credit Facility (as defined in Note 5 "Long-Term Debt and Financing Arrangements"). See Note 5 "Long-Term Debt and Financing Arrangements" for further information.

Operating Agreement

On May 25, 2023, in connection with the closing (the "Closing") of the Asset Sale pursuant to the Intellectual Property Asset Purchase Agreement (the "Asset Purchase Agreement"), dated as of April 21, 2023, by and among Vince, LLC, ABG Vince, the Company and ABG Intermediate Holdings 2 LLC, Vince, LLC and ABG Vince entered into an Amended and Restated Limited Liability Company Agreement of ABG-Vince, LLC (the "Operating Agreement"), which, among other things, provides for the management of the business and the affairs of ABG Vince, the allocation of profits and losses, the distribution of cash of ABG Vince among its members and the rights, obligations and interests of the members to each other and to Vince, LLC.

The Company accounts for its 25% interest in ABG Vince under the equity method. In applying the equity method, the Company recorded the initial investment at cost and subsequently increases or decreases the carrying amount of the investment by the Company's proportionate share of net income or loss. Distributions received from ABG Vince are recognized as a reduction of the carrying amount of the investment. The Company's proportionate share of ABG Vince's net income or loss is recorded within Equity in net income of equity method investment on the Consolidated Statements of Operations and Comprehensive Income (Loss). The carrying value for the Company's investment in ABG Vince is recorded within Equity method investment on the Consolidated Balance Sheets. The Company records its share of net income or loss using a one-month lag. This convention does not materially impact the Company's results.

The Company reviews its investment in ABG Vince for impairment when events or changes in circumstances indicate that an other-than-temporary decline in value may have occurred. If the carrying value of the investment exceeds its fair value and the loss in value is other than temporary, the investment is considered impaired and reduced to fair value, and the impairment is recognized in the period identified. Factors providing evidence of such a loss include changes in ABG Vince's operations or financial condition, significant continuing losses, and significant negative economic conditions, among others.

License Agreement

On May 25, 2023, in connection with the Closing, Vince, LLC and ABG Vince entered into a License Agreement (the "License Agreement"), which provides Vince, LLC with a license to use the Licensed Property in the Territory, which is defined as the United States, Canada, Andorra, Austria, Germany, Switzerland, Belgium, Netherlands, Luxembourg, France, Monaco, Liechtenstein, Italy, San Marino, Vatican City, Iceland, Norway, Denmark, Sweden, Finland, Spain, Portugal, Greece, Republic of Cyprus (excluding Northern Cyprus), United Kingdom, Ireland, Australia, New Zealand, Mainland China, Hong Kong, Macau, Taiwan, Singapore, Japan and Korea (the "Core Territory"), together with all other territories (the "Option Territory"), to the Approved Accounts (each as defined in the License Agreement). Vince, LLC is required to operate and maintain a minimum of 45 Retail Stores and Shop-in-Shops in the Territory. The Option Territory may be changed unilaterally by ABG Vince at any time after the effective date of the License Agreement.

Additionally, the License Agreement provides Vince, LLC with a license to use the Licensed Property to design, manufacture, promote, market, distribute, and sell ready-to-wear Sportswear Products and Outerwear Products (the "Core Products") and Home Décor and Baby Layettes (the "Option Products," together with the Core Products, the "Licensed Products"), which Option Products may be changed unilaterally by ABG Vince at any time after the effective date of the License Agreement.

The initial term of the License Agreement began on May 25, 2023, the date on which the Closing actually occurred, and ends at the end of the Company's 2032 fiscal year, unless sooner terminated pursuant to the terms of the License Agreement. Vince, LLC has the option to renew the License Agreement on the terms set forth in the License Agreement for eight consecutive periods of ten years each, unless the License Agreement is sooner terminated pursuant to its terms or Vince, LLC is in material breach of the License Agreement and such breach has not been cured within the specified cure period. Vince, LLC may elect not to renew the term for a renewal term.

Vince, LLC is required to pay ABG Vince a royalty on net sales of Licensed Products and committed to an annual guaranteed minimum royalty of $11,000 and annual minimum net sales as specified in the License Agreement, in each case, during the initial term of the License Agreement, except that the guaranteed minimum royalty and minimum net sales for the first contract year during the initial term will be prorated to the period beginning on the Closing Date and ending at the end of the Company's 2023 fiscal year. The annual guaranteed minimum royalty and annual minimum net sales for each subsequent renewal term will be the greater of (i) a percentage as set forth in the License Agreement of the guaranteed minimum net royalty or the minimum net sales (as applicable) of the immediately preceding contract year, and (ii) the average of actual Royalties (as defined in the License Agreement, with respect to the guaranteed minimum royalty) or actual Net Sales (as defined in the License Agreement, with respect to the annual minimum net sales) during certain years as set forth in the License Agreement of the preceding initial term or renewal term (as applicable). Vince, LLC is required to pay royalties comprised of a low single digit percentage of net sales arising from retail and e-commerce sales of Licensed Products and a mid single digit percentage of net sales arising from wholesale sales of such Licensed Products.

In the event that the annual guaranteed minimum royalty paid to ABG Vince in any given contract year is greater than the actual royalties earned by ABG Vince in the same contract year, the difference between the royalty actually earned and the annual guaranteed minimum royalty paid is credited for the next two contract years against any amount of royalty earned by ABG Vince in excess of the annual guaranteed minimum royalty paid during each such contract year, if any.

Royalty expense is included within Cost of product sold on the Consolidated Statements of Operations and Comprehensive Income (Loss).
v3.24.1.u1
Goodwill and Intangible Assets (Tables)
 12 Months Ended
Feb. 03, 2024
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 28, 2023

 

$

31,973

 

 

$

—

 

 

$

—

 

 

$

31,973

 

Balance as of February 3, 2024

 

$

31,973

 

 

$

—

 

 

$

—

 

 

$

31,973

 
Summary of Identifiable Intangible Assets

The following tables present a summary of identifiable intangible assets as of January 28, 2023:

 

(in thousands)

 

Gross Amount

 

 

Accumulated Amortization

 

 

Accumulated Impairments

 

 

Reclassification to Assets Held for Sale

 

 

Net Book Value

 

Balance as of January 28, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

31,355

 

 

$

(22,234

)

 

$

(6,115

)

 

$

—

 

 

$

3,006

 

Tradenames (1)

 

 

13,100

 

 

 

(313

)

 

 

(12,527

)

 

 

(260

)

 

 

—

 

Indefinite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tradenames

 

 

101,850

 

 

 

—

 

 

 

(34,750

)

 

 

—

 

 

 

67,100

 

Total intangible assets

 

$

146,305

 

 

$

(22,547

)

 

$

(53,392

)

 

$

(260

)

 

$

70,106

 

 

(1) During the third quarter of fiscal 2022, the Parker tradename was classified as held for sale and amortization ceased.

v3.24.1.u1
Fair Value Measurements (Tables)
 12 Months Ended
Feb. 03, 2024
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 in fiscal 2022, based on such fair value hierarchy.

 

 

 

Net Carrying Value of
Impaired Assets as of

 

 

Fair Value Measured and Recorded at Reporting Date Using:

 

 

Total Losses - Year Ended

 

 

(in thousands)

 

January 28, 2023

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

January 28, 2023

 

 

Property and equipment

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

1,880

 

(1)

Rebecca Taylor Tradename

 

 

—

 

 

 

—

 

 

 

—

 

 

 

—

 

 

 

1,700

 

(2)

 

(1) Recorded within Impairment of long-lived assets on the Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 1 "Description of Business and Summary of Significant Accounting Policies – (J) Impairment of Long-lived Assets" for additional information.

(2) Recorded within Impairment of intangible assets on the Consolidated Statements of Operations and Comprehensive Income (Loss). On December 22, 2022, the Company's indirectly wholly owned subsidiary, Rebecca Taylor, Inc., completed the sale of its intellectual property and certain related ancillary assets to RT IPCO, LLC, an affiliate of Ramani Group. See Note 1 "Description of Business and Summary of Significant Accounting Policies – (K) Goodwill and Other Intangible Assets" and Note 2 "Recent Transactions" for additional information.
v3.24.1.u1
Long-Term Debt and Financing Arrangements (Tables)
 12 Months Ended
Feb. 03, 2024
Debt Instrument [Line Items]  
Summary of Debt Obligations

Debt obligations consisted of the following:

 

 

February 3,

 

 

January 28,

 

(in thousands)

 

2024

 

 

2023

 

Long-term debt:

 

 

 

 

 

 

Term Loan Facilities

 

$

—

 

 

$

29,378

 

Revolving Credit Facilities

 

 

14,227

 

 

 

58,498

 

Third Lien Credit Facility

 

 

29,982

 

 

 

25,956

 

Total debt principal

 

 

44,209

 

 

 

113,832

 

Less: current portion of long-term debt

 

 

—

 

 

 

3,500

 

Less: deferred financing costs

 

 

259

 

 

 

2,254

 

Total long-term debt

 

$

43,950

 

 

$

108,078

 
v3.24.1.u1
Share-Based Compensation (Tables)
 12 Months Ended
Feb. 03, 2024
Share-Based Payment Arrangement [Abstract]  
Summary of Stock Option Activity

A summary of stock option activity for fiscal 2023 is as follows:

 

 

Stock Options

 

 

Weighted Average Exercise Price

 

 

Weighted Average Remaining Contractual Term (years)

 

 

Aggregate Intrinsic Value
(in thousands)

 

Outstanding at January 28, 2023

 

 

58

 

 

$

38.77

 

 

 

2.7

 

 

$

—

 

Granted

 

 

—

 

 

$

—

 

 

 

 

 

 

 

Exercised

 

 

—

 

 

$

—

 

 

 

 

 

 

 

Forfeited or expired

 

 

(58

)

 

$

38.77

 

 

 

 

 

 

 

Outstanding at February 3, 2024

 

 

—

 

 

$

—

 

 

 

—

 

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested and exercisable at February 3, 2024

 

 

—

 

 

$

—

 

 

 

—

 

 

$

—

 
Schedule of Restricted Stock Units Activity

A summary of restricted stock unit activity for fiscal 2023 is as follows:

 

 

Restricted Stock Units

 

 

Weighted Average Grant Date Fair Value

 

Non-vested restricted stock units at January 28, 2023

 

 

550,293

 

 

$

9.44

 

Granted

 

 

181,573

 

 

$

3.46

 

Vested

 

 

(184,243

)

 

$

9.85

 

Forfeited

 

 

(73,520

)

 

$

8.89

 

Non-vested restricted stock units at February 3, 2024

 

 

474,103

 

 

$

7.07

 
v3.24.1.u1
Earnings Per Share (Tables)
 12 Months Ended
Feb. 03, 2024
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:

 

 

Fiscal Year

 

 

 

2023

 

 

2022

 

Weighted-average shares—basic

 

 

12,442,781

 

 

 

12,223,004

 

Effect of dilutive equity securities

 

 

35,434

 

 

 

—

 

Weighted-average shares—diluted

 

 

12,478,215

 

 

 

12,223,004

 
v3.24.1.u1
Income Taxes (Tables)
 12 Months Ended
Feb. 03, 2024
Income Tax Disclosure [Abstract]  
Schedule of (Benefit) Provision for Income Taxes

The (benefit) provision for income taxes consisted of the following:

 

Fiscal Year

 

(in thousands)

2023

 

 

 

2022

 

Current:

 

 

 

 

 

 

 

Domestic:

 

 

 

 

 

 

Federal

$

—

 

 

 

$

—

 

State

 

514

 

 

 

 

132

 

Foreign

 

29

 

 

 

 

39

 

Total current

 

543

 

 

 

 

171

 

Deferred:

 

 

 

 

 

 

Domestic:

 

 

 

 

 

 

Federal

 

(2,017

)

 

 

 

1,141

 

State

 

(2,004

)

 

 

 

1,725

 

Foreign

 

—

 

 

 

 

—

 

Total deferred

 

(4,021

)

 

 

 

2,866

 

Total (benefit) provision for income taxes

$

(3,478

)

 

 

$

3,037

 
Schedule of Reconciliation of Federal Statutory Income Tax Rate to Effective Tax Rate

A reconciliation of the federal statutory income tax rate to the effective tax rate is as follows:

 

 

Fiscal Year

 

 

2023

 

 

 

2022

 

Statutory federal rate

 

21.0

%

 

 

 

 

21.0

%

State taxes, net of federal benefit

 

12.0

%

 

 

 

5.2

%

NOL Adjustments

 

6.7

%

 

 

 

0.0

%

Deferred Adjustments

 

3.6

%

 

 

 

0.0

%

Valuation allowance

 

(61.3

)%

 

 

 

(33.6

)%

Return to provision adjustment

 

0.2

%

 

 

 

0.2

%

Non-deductible Officers Compensation

 

0.3

%

 

 

 

(0.4

)%

Rate Differential on Foreign Income

 

0.4

%

 

 

 

(0.1

)%

Other

 

0.1

%

 

 

 

(0.9

)%

Total

 

(17.0

)%

 

 

 

(8.6

)%

 
Schedule of Deferred Income Tax Assets and Liabilities

Deferred income tax assets and liabilities consisted of the following:

 

February 3,

 

 

January 28,

 

(in thousands)

2024

 

 

2023

 

Deferred tax assets:

 

 

 

 

 

Depreciation and amortization

$

2,706

 

 

$

4,166

 

Employee related costs

 

426

 

 

 

1,049

 

Allowance for asset valuations

 

1,664

 

 

 

1,861

 

Accrued expenses

 

317

 

 

 

472

 

Lease liability

 

22,601

 

 

 

24,326

 

Net operating losses

 

122,382

 

 

 

138,702

 

Tax credits

 

92

 

 

 

92

 

Interest expense

 

5,428

 

 

 

3,348

 

Other

 

288

 

 

 

305

 

Total deferred tax assets

 

155,904

 

 

 

174,321

 

Less: valuation allowances

 

(125,913

)

 

 

(138,490

)

Net deferred tax assets

 

29,991

 

 

 

35,831

 

Deferred tax liabilities:

 

 

 

 

 

Indefinite lived intangibles

 

(8,584

)

 

 

(25,742

)

ROU assets

 

(19,548

)

 

 

(19,023

)

Equity method investment

 

(6,772

)

 

 

—

 

Total deferred tax liabilities

 

(34,904

)

 

 

(44,765

)

Net deferred tax (liability) asset

$

(4,913

)

 

$

(8,934

)

Included in:

 

 

 

 

 

Deferred income tax asset

$

—

 

 

$

—

 

Deferred income tax liability

 

(4,913

)

 

 

(8,934

)

Net deferred tax liability

$

(4,913

)

 

$

(8,934

)
Reconciliation of Beginning and Ending Amount of Gross Unrecognized Tax Benefits, Excluding Interest and Penalties

A reconciliation of the beginning and ending amount of gross unrecognized tax benefits, excluding interest and penalties, is as follows:

 

Fiscal Year

 

(in thousands)

2023

 

 

2022

 

Beginning balance

$

556

 

 

$

556

 

Increases for tax positions in current year

 

—

 

 

 

—

 

Increases for tax positions in prior years

 

—

 

 

 

—

 

Decreases for tax positions in prior years

 

—

 

 

 

—

 

Ending balance

$

556

 

 

$

556

 

 

 

 

 

 

 

 
v3.24.1.u1
Leases (Tables)
 12 Months Ended
Feb. 03, 2024
Leases [Abstract]  
Summary of Lease Cost The Company's lease cost is comprised of the following:

 

 

 

Fiscal Year

 

(in thousands)

 

2023

 

 

2022

 

Operating lease cost

 

$

18,482

 

 

$

23,853

 

Variable operating lease cost

 

 

390

 

 

 

547

 

Total lease cost

 

$

18,872

 

 

$

24,400

 
Schedule of Supplemental Cash Flow and Non-cash Information Related to Leases

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

 

 

 

Fiscal Year

 

(in thousands)

 

2023

 

 

2022

 

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

 

 

 

 

 

 

Operating cash flows from operating leases

 

$

24,766

 

 

$

28,203

 

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

 

 

22,972

 

 

 

5,957

 
Summary of Future Maturity of Lease Liabilities

As of February 3, 2024, the future maturity of lease liabilities are as follows:

 

 

 

 

 

February 3,

 

(in thousands)

 

 

 

2024

 

Fiscal 2024

 

 

 

$

22,006

 

Fiscal 2025

 

 

 

 

18,759

 

Fiscal 2026

 

 

 

 

14,863

 

Fiscal 2027

 

 

 

 

11,066

 

Fiscal 2028

 

 

 

 

10,167

 

Thereafter

 

 

 

 

29,285

 

Total lease payments

 

 

 

 

106,146

 

Less: Imputed interest

 

 

 

 

(21,638

)

Total operating lease liabilities

 

 

 

$

84,508

 
v3.24.1.u1
Segment and Geographical Financial Information (Tables)
 12 Months Ended
Feb. 03, 2024
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

 

Fiscal Year 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales (1)

 

$

149,603

 

 

$

143,096

 

 

$

191

 

 

$

—

 

 

$

292,890

 

Income (loss) before income taxes and equity in net income of equity method investment (2) (3)

 

 

43,416

 

 

 

5,774

 

 

 

2,443

 

 

 

(31,127

)

 

 

20,506

 

Depreciation & Amortization

 

 

248

 

 

 

2,931

 

 

 

—

 

 

 

1,760

 

 

 

4,939

 

Capital Expenditures

 

 

127

 

 

 

1,191

 

 

 

—

 

 

 

142

 

 

 

1,460

 

Total Assets

 

 

51,489

 

 

 

87,648

 

 

 

—

 

 

 

86,012

 

 

 

225,149

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales (4)

 

$

169,375

 

 

$

149,770

 

 

$

38,297

 

 

$

—

 

 

$

357,442

 

Income (loss) before income taxes and equity in net income of equity method investment (5) (6)

 

 

43,592

 

 

 

2,397

 

 

 

(21,255

)

 

 

(60,043

)

 

 

(35,309

)

Depreciation & Amortization

 

 

689

 

 

 

2,976

 

 

 

2,763

 

 

 

1,906

 

 

 

8,334

 

Capital Expenditures

 

 

100

 

 

 

2,007

 

 

 

177

 

 

 

498

 

 

 

2,782

 

Total Assets

 

 

83,134

 

 

 

95,499

 

 

 

981

 

 

 

123,731

 

 

 

303,345

 

 

(1) Net sales for the Rebecca Taylor and Parker reportable segment for fiscal 2023 consisted of $191 through wholesale distribution channels of residual revenue contracted prior to the sale of the Rebecca Taylor tradename.

(2) The Rebecca Taylor and Parker reportable segment for fiscal 2023 includes a $765 gain associated with the sale of the Parker tradename, a net benefit of $1,750 from the wind down of the Rebecca Taylor business, and $150 of transaction related expenses associated with the sale of the Parker tradename. See Note 2 "Recent Transactions" for further information.

(3) Unallocated Corporate for fiscal 2023 includes the $32,043 gain associated with the Asset Sale and $5,030 of transaction related expenses associated with the Asset Sale. See Note 2 "Recent Transactions" for further information.

(4) Net sales for the Rebecca Taylor and Parker reportable segment for fiscal 2022 consisted of $18,508 through wholesale distribution channels and $19,789 through direct-to-consumer distribution channels.

(5) Vince Direct-to-consumer reportable segment for fiscal 2022 includes a non-cash impairment charge of $1,014 related to property and equipment. See Note 1 "Description of Business and Summary of Significant Accounting Policies – (J) Impairment of Long-lived Assets" for additional information.

(6) Rebecca Taylor and Parker reportable segment for fiscal 2022 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. See Note 1 "Description of Business and Summary of Significant Accounting Policies – (J) Impairment of Long-lived Assets and (K) Goodwill and Other Intangible Assets" for additional information. Fiscal 2022 also includes a $1,620 gain associated with the sale of the Rebecca Taylor tradename as well as charges associated with the wind down of the Rebecca Taylor business. See Note 2 "Recent Transactions" for additional information.
v3.24.1.u1
Description of Business and Summary of Significant Accounting Policies - Additional Information (Detail)
 12 Months Ended
Feb. 03, 2024
USD ($)
Customer
Supplier
Jan. 28, 2023
USD ($)
Customer
Description Of Business And Summary Of Significant Accounting Policies [Line Items]    
Finished goods, net of reserves $ 58,777,000 $ 90,008,000
Number of major suppliers | Supplier 2  
Amounts due to suppliers included in accounts payable $ 1,509,000 7,097,000
Depreciation expense 4,692,000 7,104,000
Impairment of long-lived assets 0 1,880,000
Assets held for sale   260,000
Impairment of intangible assets   1,700,000
Goodwill $ 31,973,000 31,973,000
Initial terms of operating leases 10 years  
Option to extend, existence, operating leases true  
Contract liability $ 1,628,000 1,617,000
Revenue recognized included in contract liability 286,000  
Marketing and advertising expense $ 11,843,000 15,339,000
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] true  
Change in Accounting Principle, Accounting Standards Update, Adoption Date Jan. 29, 2023  
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] true  
Accounting Standards Update [Extensible Enumeration] Accounting Standards Update 2016-13 [Member]  
Advertising [Member]    
Description Of Business And Summary Of Significant Accounting Policies [Line Items]    
Deferred production expenses associated with company-directed advertising $ 698,000 $ 340,000
Major Suppliers [Member]    
Description Of Business And Summary Of Significant Accounting Policies [Line Items]    
Percentage of inventory purchases 18.00% 19.00%
Major Supplier One [Member]    
Description Of Business And Summary Of Significant Accounting Policies [Line Items]    
Percentage of inventory purchases 17.00% 18.00%
Vince [Member] | Customer Relationships [Member]    
Description Of Business And Summary Of Significant Accounting Policies [Line Items]    
Estimated economic useful life of intangibles   20 years
Tradename [Member]    
Description Of Business And Summary Of Significant Accounting Policies [Line Items]    
Impairment of intangible assets $ 0  
Indefinite-lived intangible assets 0 $ 67,100,000
Tradename [Member] | Parker [Member]    
Description Of Business And Summary Of Significant Accounting Policies [Line Items]    
Assets held for sale   $ 260,000
Estimated economic useful life of intangibles   10 years
Wholesale [Member] | Vince [Member]    
Description Of Business And Summary Of Significant Accounting Policies [Line Items]    
Goodwill $ 31,973,000 $ 31,973,000
Property and Equipment [Member]    
Description Of Business And Summary Of Significant Accounting Policies [Line Items]    
Impairment of long-lived assets   $ 1,880,000
Furniture, Fixtures and Computer Equipment [Member] | Maximum [Member]    
Description Of Business And Summary Of Significant Accounting Policies [Line Items]    
Estimated useful lives of property and equipment 10 years  
Furniture, Fixtures and Computer Equipment [Member] | Minimum [Member]    
Description Of Business And Summary Of Significant Accounting Policies [Line Items]    
Estimated useful lives of property and equipment 3 years  
Capitalized Software [Member] | Maximum [Member]    
Description Of Business And Summary Of Significant Accounting Policies [Line Items]    
Estimated economic useful life of capitalized software 7 years  
Capitalized Software [Member] | Minimum [Member]    
Description Of Business And Summary Of Significant Accounting Policies [Line Items]    
Estimated economic useful life of capitalized software 3 years  
Leasehold Improvements [Member]    
Description Of Business And Summary Of Significant Accounting Policies [Line Items]    
Property, Plant, and Equipment, Useful Life, Term, Description [Extensible Enumeration] us-gaap:UsefulLifeShorterOfTermOfLeaseOrAssetUtilityMember  
Customer Concentration Risk [Member] | Sales [Member]    
Description Of Business And Summary Of Significant Accounting Policies [Line Items]    
Number of wholesale partners each accounted for more than ten percent of net sales | Customer 1 1
Wholesale Partner One [Member] | Customer Concentration Risk [Member] | Sales [Member]    
Description Of Business And Summary Of Significant Accounting Policies [Line Items]    
Percentage accounted from major customers 20.00% 16.00%
Wholesale Partner One [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member]    
Description Of Business And Summary Of Significant Accounting Policies [Line Items]    
Percentage accounted from major customers 22.00%  
Wholesale Partners [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member]    
Description Of Business And Summary Of Significant Accounting Policies [Line Items]    
Percentage accounted from major customers 36.00% 39.00%
v3.24.1.u1
Description of Business and Summary of Significant Accounting Policies - Schedule of Property and Equipment (Detail) - USD ($)
$ in Thousands
Feb. 03, 2024
Jan. 28, 2023
Property And Equipment [Line Items]    
Total property and equipment $ 57,802 $ 61,674
Less: accumulated depreciation (50,830) (51,195)
Property and equipment, net 6,972 10,479
Leasehold Improvements [Member]    
Property And Equipment [Line Items]    
Total property and equipment 32,694 36,063
Furniture, Fixtures and Equipment [Member]    
Property And Equipment [Line Items]    
Total property and equipment 9,748 10,897
Capitalized Software [Member]    
Property And Equipment [Line Items]    
Total property and equipment 14,775 14,570
Construction in Process [Member]    
Property And Equipment [Line Items]    
Total property and equipment $ 585 $ 144
v3.24.1.u1
Recent Transactions - Additional Information (Detail)
$ in Thousands
 12 Months Ended 21 Months Ended
May 25, 2023
USD ($)
Store
Feb. 17, 2023
USD ($)
Dec. 22, 2022
USD ($)
Feb. 03, 2024
USD ($)
Jan. 28, 2023
USD ($)
May 24, 2023
USD ($)
Apr. 21, 2023
USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]              
Gain on sale of intangible assets       $ 32,808 $ 1,620    
Transaction related costs, incurred to acquire the investment       525      
Payment for term loan       29,378 5,622    
Proceeds from sale of intangible assets       77,525 4,250    
Intellectual property assets carrying amount         $ 70,106    
ABG Vince [Member]              
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]              
Transaction related costs of asset sale       5,555      
Transaction related costs, incurred to acquire the investment       525      
Intellectual property assets carrying amount $ 69,957            
Term Loan Credit Facility [Member]              
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]              
Payment for term loan $ 28,724            
Rebecca Taylor Inc [Member]              
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]              
Gain on sale of intangible assets     $ 1,620        
Rebecca Taylor Inc [Member] | Term Loan Credit Facility [Member]              
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]              
Payment for term loan     2,997        
Rebecca Taylor Inc [Member] | 2018 Revolving Credit Facility [Member]              
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]              
Payment for term loan     427        
Ramani Group [Member]              
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]              
Proceeds from sale of intangible assets     $ 4,250        
BCI Brands [Member]              
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]              
Proceeds from sale of intangible assets   $ 1,025          
Parker Lifestyle, LLC [Member]              
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]              
Gain on sale of intangible assets   765          
Parker Lifestyle, LLC [Member] | Term Loan Credit Facility [Member]              
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]              
Payment for term loan   $ 838          
Vince [Member]              
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]              
Gain on sale of intangible assets       $ 32,043      
Vince [Member] | Minimum [Member]              
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]              
Number of retail stores | Store 45            
Royalty expense $ 11,000            
Vince [Member] | ABG Vince [Member]              
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]              
Percentage of membership interest to be owned upon closing of asset sale             25.00%
Percentage of membership interest owned upon closing of asset sale 25.00%            
Membership interest value owned upon closing of asset sale $ 25,500            
Vince [Member] | Authentic Transaction [Member]              
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]              
Cash consideration to be received upon closing of asset sale             $ 76,500
Cash consideration received upon closing of asset sale $ 76,500            
Vince [Member] | Term Loan Credit Facility [Member]              
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]              
Payment for term loan           $ 7,335  
Authentic Brands Group [Member] | ABG Vince [Member]              
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]              
Percentage of membership interest to be owned upon closing of asset sale             75.00%
v3.24.1.u1
Recent Transactions - Summary of Rebecca Taylor Wind - Down related charges (Benefits) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Feb. 03, 2024
Jan. 28, 2023
Selling, general and administrative expenses:    
Total selling, general and administrative expenses $ 134,476 $ 161,432
Rebecca Taylor Inc [Member] | Wind-down [Member]    
Net Sales:    
Release of sales allowances   (227)
Cost of products sold:    
Inventory write-down   7,295
Selling, general and administrative expenses:    
Operating lease right-of-use asset accelerated amortization   4,090
Benefit from release of operating lease liabilities (2,025) (1,987)
Accelerated depreciation and amortization   1,927
Employee termination costs, net   556
Other advisory and liquidation costs 275 3,141
Total selling, general and administrative expenses (1,750) 7,727
Total wind-down (benefits) charges, net $ (1,750) $ 14,795
v3.24.1.u1
Goodwill and Intangible Assets - Summary of Goodwill Balances (Detail)
$ in Thousands
Feb. 03, 2024
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
v3.24.1.u1
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($)
 12 Months Ended
Feb. 03, 2024
Jan. 28, 2023
Jan. 29, 2022
Identifiable Intangible Assets [Line Items]      
Accumulated impairments goodwill $ 101,845,000 $ 101,845,000  
Impairment of goodwill 0 0  
Impairment of intangible assets   1,700,000  
Amortization of identifiable intangible assets   149,000 $ 1,139,000
Tradenames [Member]      
Identifiable Intangible Assets [Line Items]      
Impairment of intangible assets $ 0    
Rebecca Taylor [Member] | Tradenames [Member]      
Identifiable Intangible Assets [Line Items]      
Impairment of intangible assets   $ 1,700,000  
v3.24.1.u1
Goodwill and Intangible Assets - Summary of Identifiable Intangible Assets (Detail)
$ in Thousands
Jan. 28, 2023
USD ($)
Identifiable Intangible Assets [Line Items]  
Gross Amount $ 146,305
Accumulated Amortization (22,547)
Accumulated Impairments (53,392)
Reclassification to Assets Held for Sale (260)
Net Book Value 70,106
Tradenames [Member]  
Identifiable Intangible Assets [Line Items]  
Gross Amount 101,850
Accumulated Impairments (34,750)
Net Book Value 67,100
Customer Relationships [Member]  
Identifiable Intangible Assets [Line Items]  
Gross Amount 31,355
Accumulated Amortization (22,234)
Accumulated Impairments (6,115)
Net Book Value 3,006
Tradenames [Member]  
Identifiable Intangible Assets [Line Items]  
Gross Amount 13,100
Accumulated Amortization (313)
Accumulated Impairments (12,527)
Reclassification to Assets Held for Sale $ (260)
v3.24.1.u1
Fair Value Measurements - Additional Information (Detail) - USD ($)
Feb. 03, 2024
Jan. 28, 2023
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 44,209,000 113,832,000  
Third Lien Credit Agreement [Member]      
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]      
Total long-term debt principal $ 29,982,000 $ 25,956,000 $ 20,000,000
v3.24.1.u1
Fair Value Measurements - Summary of Non-Financial Assets Measured at Fair Value on Nonrecurring Basis (Detail) - USD ($)
 12 Months Ended
Feb. 03, 2024
Jan. 28, 2023
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Impairment of long-lived assets $ 0 $ 1,880,000
Impairment of intangible assets   1,700,000
Property and Equipment [Member]    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Impairment of long-lived assets   1,880,000
Tradename [Member] | Rebecca Taylor [Member]    
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Impairment of intangible assets   $ 1,700,000
v3.24.1.u1
Long-Term Debt and Financing Arrangements - Summary of Debt Obligations (Detail) - USD ($)
Feb. 03, 2024
Jan. 28, 2023
Dec. 11, 2020
Long-term debt:      
Total debt principal $ 44,209,000 $ 113,832,000  
Less: current portion of long-term debt   3,500,000  
Less: deferred financing costs 259,000 2,254,000  
Total long-term debt [1] 43,950,000 108,078,000  
Term Loan Facilities [Member]      
Long-term debt:      
Total debt principal   29,378,000  
Revolving Credit Facilities [Member]      
Long-term debt:      
Total debt principal 14,227,000 58,498,000  
Third Lien Credit Agreement [Member]      
Long-term debt:      
Total debt principal $ 29,982,000 $ 25,956,000 $ 20,000,000
[1] Includes Third Lien Credit Facility of $29,982, which is with a related party.
v3.24.1.u1
Long-Term Debt and Financing Arrangements - Additional Information (Detail) - USD ($)
$ in Thousands
 12 Months Ended 21 Months Ended
May 25, 2023
Sep. 07, 2021
Feb. 03, 2024
Jan. 28, 2023
May 24, 2023
Debt Instrument [Line Items]          
Total long-term debt principal     $ 44,209 $ 113,832  
Repayment of borrowings     $ 29,378 $ 5,622  
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 would have matured on the earlier of September 7, 2026, and 91 days after the maturity date of the 2018 Revolving Credit Facility.    
Additional term lender fee paid $ 850        
Repayment of borrowings 28,724        
Prepayment penalty $ 553        
Term Loan Credit Facility [Member] | Vince, LLC [Member]          
Debt Instrument [Line Items]          
Repayment of borrowings         $ 7,335
Write-off of remaining deferred financing costs     $ 1,755    
2018 Revolving Credit Facility [Member] | Vince, LLC [Member]          
Debt Instrument [Line Items]          
Write-off of remaining deferred financing costs     $ 828    
v3.24.1.u1
Long-Term Debt and Financing Arrangements - Additional Information 1 (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Jun. 23, 2023
Feb. 03, 2024
Aug. 21, 2018
2023 Revolving Credit Agreement [Member]      
Line Of Credit Facility [Line Items]      
Amount available under the Revolving Credit Facility   $ 35,473  
Amount outstanding under the credit facility   14,227  
Letters of credit amount outstanding   $ 5,053  
Weighted average interest rate for borrowings outstanding   8.20%  
Vince, LLC [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]      
Line Of Credit Facility [Line Items]      
Variable rate percentage 1.00%    
Vince, LLC [Member] | 2018 Revolving Credit Facility [Member]      
Line Of Credit Facility [Line Items]      
Maximum borrowing capacity     $ 80,000
Vince, LLC [Member] | 2023 Revolving Credit Agreement [Member]      
Line Of Credit Facility [Line Items]      
Maximum borrowing capacity $ 85,000    
Letters of credit sublimit amount 10,000    
Increased aggregate commitments amount $ 15,000    
Variable rate percentage 1.00%    
Debt instrument, maturity date description   The 2023 Revolving Credit Facility matures on the earlier of June 23, 2028, and 91 days prior to the earliest maturity date of any Material Indebtedness (as defined in the 2023 Revolving Credit Agreement), including the subordinated indebtedness pursuant to the Third Lien Credit Agreement.  
Financing costs incurred   $ 1,150  
Vince, LLC [Member] | 2023 Revolving Credit Agreement [Member] | Pro Forma [Member]      
Line Of Credit Facility [Line Items]      
Percentage of excess availability greater than loan 20.00%    
Pro forma excess availability $ 15,000    
Proforma fixed charge coverage ratio 1    
Vince, LLC [Member] | 2023 Revolving Credit Agreement [Member] | Federal Funds Rate [Member]      
Line Of Credit Facility [Line Items]      
Variable rate percentage 0.50%    
Vince, LLC [Member] | 2023 Revolving Credit Agreement [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]      
Line Of Credit Facility [Line Items]      
Variable rate percentage 2.00%    
Vince, LLC [Member] | Certain Specified Events of Default [Member] | 2023 Revolving Credit Agreement [Member]      
Line Of Credit Facility [Line Items]      
Line of credit facility percentage increase in interest rate in case of default 2.00%    
Vince, LLC [Member] | Average Daily Excess Availability is Greater Than or Equal to 33.3% but Less Than or Equal to 66.7% of Loan Cap [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]      
Line Of Credit Facility [Line Items]      
Variable rate percentage 2.25%    
Vince, LLC [Member] | Average Daily Excess Availability is Greater Than or Equal to 33.3% but Less Than or Equal to 66.7% of Loan Cap [Member] | Base Rate Loans [Member]      
Line Of Credit Facility [Line Items]      
Variable rate percentage 1.25%    
Vince, LLC [Member] | Average Daily Excess Availability Is Less Than 33.3% Of Loan Cap [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]      
Line Of Credit Facility [Line Items]      
Variable rate percentage 2.50%    
Vince, LLC [Member] | Average Daily Excess Availability Is Less Than 33.3% Of Loan Cap [Member] | Base Rate Loans [Member]      
Line Of Credit Facility [Line Items]      
Variable rate percentage 1.50%    
Vince, LLC [Member] | Average Daily Excess Availability is Greater Than 66.7% of Loan Cap [Member] | Base Rate Loans [Member]      
Line Of Credit Facility [Line Items]      
Variable rate percentage 1.00%    
Vince, LLC [Member] | Financial Covenants [Membe] | 2023 Revolving Credit Agreement [Member]      
Line Of Credit Facility [Line Items]      
Percentage of loan less than excess availability 10.00%    
Miminum excess availability $ 7,500    
v3.24.1.u1
Long-Term Debt and Financing Arrangements - Additional Information 2 (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 31, 2023
Feb. 03, 2024
Apr. 21, 2023
Aug. 21, 2018
Vince L L C [Member] | 2018 Revolving Credit Facility [Member]        
Debt Instrument [Line Items]        
Maximum borrowing capacity       $ 80,000
Write-off of remaining deferred financing costs   $ 828    
Letters of credit remaining amount secured with restricted cash   $ 769    
Vince L L C [Member] | Amended and Restated Revolving Credit Facility Agreement [Member]        
Debt Instrument [Line Items]        
Additional Abl lender fee paid $ 125      
ABL Credit Agreement [Member]        
Debt Instrument [Line Items]        
Debt instrument, maturity date   Jun. 30, 2024    
ABL Credit Agreement [Member] | Asset Sale Closing Date [Member]        
Debt Instrument [Line Items]        
Credit commitments     $ 70,000  
v3.24.1.u1
Long-Term Debt and Financing Arrangements - Additional Information 3 (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Jun. 23, 2023
Apr. 21, 2023
Dec. 11, 2020
Feb. 03, 2024
Jan. 28, 2023
Nov. 27, 2013
Debt Instrument [Line Items]            
Total long-term debt principal       $ 44,209 $ 113,832  
Sun Capital Partners Inc [Member] | Minimum [Member]            
Debt Instrument [Line Items]            
Aggregate ownership of equity securities           30.00%
Third Lien Credit Agreement [Member]            
Debt Instrument [Line Items]            
Total long-term debt principal     $ 20,000      
Deferred financing costs     $ 485      
Closing fee payable in kind       $ 400    
Third Lien Credit Agreement [Member] | Sun Capital Partners Inc [Member]            
Debt Instrument [Line Items]            
Aggregate ownership of equity securities       68.00%    
Third Lien Credit Agreement [Member] | Interest Rate on Overdue Principal Amount [Member] | Minimum [Member]            
Debt Instrument [Line Items]            
Variable rate percentage     2.00%      
Third Amendment to Third Lien Credit Agreement [Member]            
Debt Instrument [Line Items]            
Credit spread adjustment percentage.   0.10% 0.10%      
Variable rate percentage   9.00% 9.00%      
Debt instrument, maturity date description       amended the Third Lien Credit Agreement's maturity date to the earlier of (i) March 30, 2025 and (ii) 180 days after the maturity date under the 2018 Revolving Credit Facility,    
Debt instrument, maturity date   Mar. 30, 2025        
Fourth Amendment to Third Lien Credit Agreement [Member]            
Debt Instrument [Line Items]            
Debt instrument, maturity date description       Fourth Amendment (the "Third Lien Fourth Amendment") to the Third Lien Credit Agreement which, among other things, (a) extended the Third Lien Credit Agreement's maturity date to the earlier of (i) September 30, 2028 and (ii) 91 days prior to the earliest maturity date of any Material Indebtedness (as defined therein) other than the 2023 Revolving Credit Facility    
Debt instrument, maturity date Sep. 30, 2028          
v3.24.1.u1
Commitments and Contingencies - Additional Information (Detail) - USD ($)
$ in Thousands
May 25, 2023
Feb. 03, 2024
Other contractual cash obligations   $ 145,861
Vince [Member] | Minimum [Member]    
Royalty expense $ 11,000  
v3.24.1.u1
Share-Based Compensation - Additional Information (Detail) - USD ($)
 1 Months Ended 12 Months Ended
Sep. 30, 2020
May 31, 2018
Feb. 03, 2024
Jan. 28, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share-based compensation expense     $ 1,541,000 $ 2,095,000
Share-based compensation expense, related tax benefit     0 0
Non-employees [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share-based compensation expense     $ 281,000 301,000
Restricted Stock Units (RSUs) [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
RSUs granted     181,573  
Weighted average grant date fair value     $ 3.46  
Total fair value of restricted stock units vested     $ 1,815,000 $ 2,543,000
Unrecognized compensation costs     $ 2,267,000  
Unrecognized compensation costs, weighted average period for recognition     1 year 4 months 24 days  
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        
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 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%  
Maximum contribution per employee     $ 10,000  
Percentage of fair market value as purchase price of stock     90.00%  
Shares of common stock issued     16,905 9,525
Shares available for future issuance     43,670  
Maximum [Member] | Vince 2013 Incentive Plan [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Number of shares authorized     2,000,000  
Number of shares available for future grants     804,519  
Maximum [Member] | Vince 2013 Incentive Plan [Member] | Employee Stock Option        
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  
v3.24.1.u1
Share-Based Compensation - Summary of Stock Option Activity (Detail) - $ / shares
 12 Months Ended
Feb. 03, 2024
Jan. 28, 2023
Share-Based Payment Arrangement [Abstract]    
Stock Options, Outstanding at beginning of period 58  
Stock Options, Forfeited or expired (58)  
Stock Options, Outstanding at end of period   58
Weighted Average Exercise Price, Outstanding at beginning of period $ 38.77  
Weighted Average Exercise Price, Forfeited or expired $ 38.77  
Weighted Average Exercise Price, Outstanding at end of period   $ 38.77
Weighted Average Remaining Contractual Term (years), Outstanding   2 years 8 months 12 days
v3.24.1.u1
Share-Based Compensation - Schedule of Restricted Stock Units Activity (Detail) - Restricted Stock Units (RSUs) [Member]
 12 Months Ended
Feb. 03, 2024
$ / shares
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Restricted Stock Units, Non-vested restricted stock units at January 28, 2023 | shares 550,293
Restricted Stock Units, Granted | shares 181,573
Restricted Stock Units, Vested | shares (184,243)
Restricted Stock Units, Forfeited | shares (73,520)
Restricted Stock Units, Non-vested restricted stock units at February 3, 2024 | shares 474,103
Weighted Average Grant Date Fair Value, Non-vested restricted stock units at January 28, 2023 | $ / shares $ 9.44
Weighted Average Grant Date Fair Value, Granted | $ / shares 3.46
Weighted Average Grant Date Fair Value, Vested | $ / shares 9.85
Weighted Average Grant Date Fair Value, Forfeited | $ / shares 8.89
Weighted Average Grant Date Fair Value, Non-vested restricted stock units at February 3, 2024 | $ / shares $ 7.07
v3.24.1.u1
Defined Contribution Plan - Additional Information (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Feb. 03, 2024
Jan. 28, 2023
Retirement Benefits [Abstract]    
Defined contribution plans annual expense incurred $ 514 $ 571
v3.24.1.u1
Stockholders' Equity - Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Jun. 30, 2023
Feb. 03, 2024
Jan. 28, 2023
Sep. 09, 2021
Schedule Of Shareholders Equity [Line Items]        
Common stock, shares authorized   100,000,000 100,000,000  
Common stock, par value   $ 0.01 $ 0.01  
Common stock, shares issued   12,506,556 12,335,405  
Common stock, shares outstanding   12,506,556 12,335,405  
Offering price     $ 825  
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, par value $ 0.01     $ 0.01
Offering price $ 7,825      
Stock issued during period, shares   0 104,980  
Common stock value, available under offering   $ 7,825    
Proceeds from common stock issuance     $ 825  
Sale of stock average price per share     $ 7.86  
v3.24.1.u1
Earnings (Loss) Per Share - Schedule of Reconciliation of Weighted Average Basic Shares to Weighted Average Diluted Shares Outstanding (Detail) - shares
 12 Months Ended
Feb. 03, 2024
Jan. 28, 2023
Earnings Per Share [Abstract]    
Weighted-average shares—basic 12,442,781 12,223,004
Effect of dilutive equity securities 35,434  
Weighted-average shares—diluted 12,478,215 12,223,004
v3.24.1.u1
Earnings (Loss) Per Share - Additional Information (Detail)
 12 Months Ended
Feb. 03, 2024
shares
Earnings Per Share [Abstract]  
Number of weighted average of anti-dilutive securities 391,102
v3.24.1.u1
Income Taxes - Schedule of (benefit) Provision for Income Taxes (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Feb. 03, 2024
Jan. 28, 2023
Current:    
State $ 514 $ 132
Foreign 29 39
Total current 543 171
Deferred:    
Federal (2,017) 1,141
State (2,004) 1,725
Total deferred (4,021) 2,866
Total (benefit) provision for income taxes $ (3,478) $ 3,037
v3.24.1.u1
Income Taxes - Additional Information (Detail) - USD ($)
 12 Months Ended
Feb. 03, 2024
Jan. 28, 2023
Income Tax Contingency [Line Items]    
(Benefit) provision for income taxes $ (3,478,000) $ 3,037,000
Deferred tax expense (4,021,000) 2,866,000
Benefit for income taxes related to equity method investments 5,523,000  
Net operating loss, Federal tax effected amount 97,489,000  
State net operating loss, tax effected amount 25,274,000  
Deferred tax assets including net operating loss carryforwards 121,000,000  
Valuation Allowance 125,913,000 138,490,000
Increase (decrease) in deferred tax assets valuation allowance (12,577,000)  
Unrecognized tax benefits which would not impact effective tax rate if recognized 556,000 556,000
Unrecognized tax benefits, income tax penalties and interest accrued 0 0
Unrecognized tax benefits, interest and penalty provisions (benefit) 0 $ 0
Net operating loss    
Income Tax Contingency [Line Items]    
Deferred tax expense 1,907,000  
Federal [Member]    
Income Tax Contingency [Line Items]    
Net operating loss 464,232,000  
Deferred tax assets including net operating loss carryforwards 95,720,000  
Federal [Member] | Beginning Before January 1, 2018 [Member]    
Income Tax Contingency [Line Items]    
Net operating loss 224,976,000  
Federal [Member] | Beginning After January 1, 2018 [Member]    
Income Tax Contingency [Line Items]    
Net operating loss $ 239,257,000  
Federal [Member] | Minimum [Member]    
Income Tax Contingency [Line Items]    
Net operating losses carryforward expiration year end 2032  
Federal [Member] | Maximum [Member]    
Income Tax Contingency [Line Items]    
Net operating losses carryforward expiration year end 2038  
State and Local [Member]    
Income Tax Contingency [Line Items]    
Net operating loss $ 656,751,000  
Deferred tax assets including net operating loss carryforwards $ 25,280,000  
State and Local [Member] | Minimum [Member]    
Income Tax Contingency [Line Items]    
Net operating losses carryforward expiration year end 2028  
State and Local [Member] | Maximum [Member]    
Income Tax Contingency [Line Items]    
Net operating losses carryforward expiration year end 2043  
v3.24.1.u1
Income Taxes - Schedule of Reconciliation of Federal Statutory Income Tax Rate to Effective Tax Rate (Detail)
 12 Months Ended
Feb. 03, 2024
Jan. 28, 2023
Income Tax Disclosure [Abstract]    
Statutory federal rate 21.00% 21.00%
State taxes, net of federal benefit 12.00% 5.20%
NOL Adjustments 6.70% 0.00%
Deferred Adjustments 3.60% 0.00%
Valuation allowance (61.30%) (33.60%)
Return to provision adjustment 0.20% 0.20%
Non-deductible Officers Compensation 0.30% (0.40%)
Rate Differential on Foreign Income 0.40% (0.10%)
Other 0.10% (0.90%)
Total (17.00%) (8.60%)
v3.24.1.u1
Income Taxes - Schedule of Deferred Income Tax Assets and Liabilities (Detail) - USD ($)
$ in Thousands
Feb. 03, 2024
Jan. 28, 2023
Deferred tax assets:    
Depreciation and amortization $ 2,706 $ 4,166
Employee related costs 426 1,049
Allowance for asset valuations 1,664 1,861
Accrued expenses 317 472
Lease liability 22,601 24,326
Net operating losses 122,382 138,702
Tax credits 92 92
Interest expense 5,428 3,348
Other 288 305
Total deferred tax assets 155,904 174,321
Less: valuation allowances (125,913) (138,490)
Net deferred tax assets 29,991 35,831
Deferred tax liabilities:    
Indefinite lived intangibles (8,584) (25,742)
ROU assets (19,548) (19,023)
Equity method investment (6,772)  
Total deferred tax liabilities (34,904) (44,765)
Net deferred tax liability (4,913) (8,934)
Deferred income tax liability (4,913) (8,934)
Net deferred tax liability $ (4,913) $ (8,934)
v3.24.1.u1
Income Taxes - Reconciliation of Beginning and Ending Amount of Gross Unrecognized Tax Benefits, Excluding Interest and Penalties (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Feb. 03, 2024
Jan. 28, 2023
Income Tax Disclosure [Abstract]    
Beginning balance $ 556 $ 556
Increases for tax positions in current year 0 0
Increases for tax positions in prior years 0 0
Decreases for tax positions in prior years 0 0
Ending balance $ 556 $ 556
v3.24.1.u1
Leases - Additional Information (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Feb. 03, 2024
Jan. 28, 2023
Lessee Lease Description [Line Items]    
Initial terms of operating leases 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  
Weighted-average remaining lease term, operating leases 6 years 3 months 18 days 6 years
Weighted-average discount rate, operating leases 7.17% 6.40%
Operating lease cost $ 18,482 $ 23,853
Future minimum payment lease not yet commenced 2,211  
Rebecca Taylor [Member]    
Lessee Lease Description [Line Items]    
Benefit from release of operating lease liabilities   1,987
Accelerated Amortization [Member] | Rebecca Taylor [Member]    
Lessee Lease Description [Line Items]    
Operating lease right-of-use asset accelerated amortization   4,090
Error Correction [Member] | SG&A Expenses [Member]    
Lessee Lease Description [Line Items]    
Operating lease cost $ 779 $ 532
v3.24.1.u1
Leases - Summary of Lease Cost (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Feb. 03, 2024
Jan. 28, 2023
Leases [Abstract]    
Operating lease cost $ 18,482 $ 23,853
Variable operating lease cost 390 547
Total lease cost $ 18,872 $ 24,400
v3.24.1.u1
Leases - Schedule of Supplemental Cash Flow and Non-cash Information Related to Leases (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Feb. 03, 2024
Jan. 28, 2023
Cash paid for amounts included in the measurement of lease liabilities:    
Operating cash flows from operating leases $ 24,766 $ 28,203
Right-of-use assets obtained in exchange for operating lease liabilities $ 22,972 $ 5,957
v3.24.1.u1
Leases - Summary of Future Maturity of Lease Liabilities (Detail)
$ in Thousands
Feb. 03, 2024
USD ($)
Leases [Abstract]  
Fiscal 2024 $ 22,006
Fiscal 2025 18,759
Fiscal 2026 14,863
Fiscal 2027 11,066
Fiscal 2028 10,167
Thereafter 29,285
Total lease payments 106,146
Less: Imputed interest (21,638)
Total operating lease liabilities $ 84,508
v3.24.1.u1
Segment and Geographical Financial Information - Additional Information (Detail)
 12 Months Ended
Feb. 03, 2024
Segments
Segment Reporting [Abstract]  
Number of reportable segments 3
v3.24.1.u1
Segment and Geographical Financial Information - Summary of Reportable Segments Information (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Feb. 03, 2024
Jan. 28, 2023
Segment Reporting Information [Line Items]    
Net Sales $ 292,890 $ 357,442
Income (loss) before income taxes and equity in net income of equity method investment 20,506 (35,309)
Depreciation and amortization 4,939 8,334
Capital Expenditures 1,460 2,782
Total Assets 225,149 303,345
Operating Segments [Member] | Vince Wholesale [Member]    
Segment Reporting Information [Line Items]    
Net Sales 149,603 169,375
Income (loss) before income taxes and equity in net income of equity method investment 43,416 43,592
Depreciation and amortization 248 689
Capital Expenditures 127 100
Total Assets 51,489 83,134
Operating Segments [Member] | Vince Direct-to-Consumer [Member]    
Segment Reporting Information [Line Items]    
Net Sales 143,096 149,770
Income (loss) before income taxes and equity in net income of equity method investment 5,774 2,397
Depreciation and amortization 2,931 2,976
Capital Expenditures 1,191 2,007
Total Assets 87,648 95,499
Operating Segments [Member] | Rebecca Taylor and Parker [Member]    
Segment Reporting Information [Line Items]    
Net Sales 191 38,297
Income (loss) before income taxes and equity in net income of equity method investment 2,443 (21,255)
Depreciation and amortization   2,763
Capital Expenditures   177
Total Assets   981
Unallocated Corporate [Member]    
Segment Reporting Information [Line Items]    
Income (loss) before income taxes and equity in net income of equity method investment (31,127) (60,043)
Depreciation and amortization 1,760 1,906
Capital Expenditures 142 498
Total Assets $ 86,012 $ 123,731
v3.24.1.u1
Segment and Geographical Financial Information - Summary of Reportable Segments Information (Parenthetical) (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Feb. 17, 2023
Feb. 03, 2024
Jan. 28, 2023
Segment Reporting Information [Line Items]      
Net sales   $ 292,890 $ 357,442
Gain on sale of intangible assets   32,808 1,620
Asset Sale [Member]      
Segment Reporting Information [Line Items]      
Gain on sale of intangible assets   32,043  
Parker Lifestyle, LLC [Member]      
Segment Reporting Information [Line Items]      
Gain on sale of intangible assets $ 765    
Unallocated Corporate [Member]      
Segment Reporting Information [Line Items]      
Transaction related expenses asset sale   5,030  
Rebecca Taylor and Parker Wholesale [Member]      
Segment Reporting Information [Line Items]      
Net sales   191 18,508
Vince Direct-to-Consumer [Member] | Property and Equipment [Member]      
Segment Reporting Information [Line Items]      
Non-cash impairment charges     1,014
Rebecca Taylor and Parker Direct-to-Consumer [Member]      
Segment Reporting Information [Line Items]      
Net sales     19,789
Rebecca Taylor and Parker [Member]      
Segment Reporting Information [Line Items]      
Non-cash impairment charges     2,566
Rebecca Taylor and Parker [Member] | Tradename [Member]      
Segment Reporting Information [Line Items]      
Non-cash impairment charges     1,700
Gain on sale of intangible assets     1,620
Rebecca Taylor and Parker [Member] | Property and Equipment [Member]      
Segment Reporting Information [Line Items]      
Non-cash impairment charges     $ 866
Rebecca Taylor and Parker [Member] | Parker Lifestyle, LLC [Member] | Tradename [Member]      
Segment Reporting Information [Line Items]      
Gain on sale of intangible assets   765  
Transaction related expenses asset sale   150  
Rebecca Taylor Inc [Member] | Wind-down [Member]      
Segment Reporting Information [Line Items]      
Net benefit from release of rebecca taylor liabilities   $ 1,750  
v3.24.1.u1
Related Party Transactions - Additional Information (Detail) - USD ($)
 12 Months Ended
May 25, 2023
Nov. 27, 2013
Feb. 03, 2024
Jan. 28, 2023
Dec. 11, 2020
Related Party Transaction [Line Items]          
Received distributions of cash under operating agreement     $ 1,341,000    
Payment of cash under license agreement     6,945,000    
Maximum borrowing capacity     44,209,000 $ 113,832,000  
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    
Third Lien Credit Agreement [Member]          
Related Party Transaction [Line Items]          
Maximum borrowing capacity     $ 29,982,000 25,956,000 $ 20,000,000
Sun Capital [Member] | Minimum [Member]          
Related Party Transaction [Line Items]          
Ownership percentage of common stock   30.00%      
Sun Capital [Member] | Third Lien Credit Agreement [Member]          
Related Party Transaction [Line Items]          
Ownership percentage of common stock     68.00%    
Sun Capital Consulting Agreement [Member]          
Related Party Transaction [Line Items]          
Date of related party transaction agreement     Nov. 27, 2013    
Agreement expiration date     Nov. 27, 2023    
Reimbursement of expenses incurred     $ 10,000 $ 12,000  
Sun Capital Consulting Agreement [Member] | Minimum [Member]          
Related Party Transaction [Line Items]          
Ownership percentage of common stock   30.00%      
Vince [Member] | Minimum [Member]          
Related Party Transaction [Line Items]          
Royalty expense $ 11,000,000        
v3.24.1.u1
Schedule II - Valuation and Qualifying Accounts (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Feb. 03, 2024
Jan. 28, 2023
Sales Allowances [Member]    
Valuation and Qualifying Accounts Disclosure [Line Items]    
Beginning of Period $ (8,106) $ (6,557)
Expense Charges, net of Reversals (48,854) (57,276)
Deductions and Write-offs 51,750 55,727
End of Period (5,210) (8,106)
Allowance for Doubtful Accounts [Member]    
Valuation and Qualifying Accounts Disclosure [Line Items]    
Beginning of Period (759) (379)
Expense Charges, net of Reversals (104) (424)
Deductions and Write-offs 486 44
End of Period (377) (759)
Valuation Allowances on Deferred Income Taxes [Member]    
Valuation and Qualifying Accounts Disclosure [Line Items]    
Beginning of Period (138,490) (126,640)
Expense Charges, net of Reversals 12,577 (11,850)
End of Period $ (125,913) $ (138,490)