VINCE HOLDING CORP., 10-K filed on 5/2/2025
Annual Report
v3.25.1
Document and Entity Information - USD ($)
$ in Millions
 12 Months Ended
Feb. 01, 2025
Apr. 21, 2025
Aug. 03, 2024
Cover [Abstract]      
Document Type 10-K    
Amendment Flag false    
Document Period End Date Feb. 01, 2025    
Document Fiscal Year Focus 2024    
Document Fiscal Period Focus FY    
Trading Symbol VNCE    
Entity Registrant Name VINCE HOLDING CORP.    
Entity Central Index Key 0001579157    
Current Fiscal Year End Date --02-01    
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   12,843,067  
Entity Public Float     $ 5.8
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    
Auditor Opinion

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Vince Holding Corp. and its subsidiaries (the “Company”) as of February 1, 2025 and February 3, 2024, and the related consolidated statements of operations and comprehensive income (loss), of stockholders’ equity and of cash flows for the years then ended, including the related notes and financial statement schedule listed in the index appearing on page F-1 for the years ended February 1, 2025 and February 3, 2024 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of February 1, 2025 and February 3, 2024, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

   
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 2024 annual meeting of stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K.

    
v3.25.1
Consolidated Balance Sheets - USD ($)
$ in Thousands
Feb. 01, 2025
Feb. 03, 2024
Current assets:    
Cash and cash equivalents $ 607 $ 357
Trade receivables, net of allowance for doubtful accounts $335 and $377 at February 1, 2025 and February 3, 2024, respectively [1] 32,927 20,671
Inventories, net 59,146 58,777
Prepaid expenses and other current assets 3,896 4,997
Total current assets 96,576 84,802
Property and equipment, net 7,378 6,972
Operating lease right-of-use assets, net 91,209 73,003
Goodwill 0 31,973
Equity method investment 23,464 26,147
Other assets 4,108 2,252
Total assets 222,735 225,149
Current liabilities:    
Accounts payable 35,090 31,678
Accrued salaries and employee benefits 8,709 3,967
Other accrued expenses [2] 13,722 8,980
Short-term lease liabilities 16,025 16,803
Total current liabilities 73,546 61,428
Long-term debt [3] 19,156 43,950
Long-term lease liabilities 87,180 67,705
Deferred income tax liability 631 4,913
Other liabilities 463  
Commitments and contingencies (Note 6)
Stockholders' equity:    
Common stock at $0.01 par value (100,000,000 shares authorized, 12,758,852 and 12,506,556 shares issued and outstanding at February 1, 2025 and February 3, 2024, respectively) 128 125
Additional paid-in capital 1,158,279 1,144,740
Accumulated deficit (1,116,681) (1,097,634)
Accumulated other comprehensive income (loss) 33 (78)
Total stockholders' equity 41,759 47,153
Total liabilities and stockholders' equity $ 222,735 $ 225,149
[1] Includes receivables of $638 and $189 as of February 1, 2025 and February 3, 2024, respectively, which is with related parties.
[2] Includes accrued royalty expense of $3,513 and $361 as of February 1, 2025 and February 3, 2024, respectively, which is with a related party.
[3] Includes Third Lien Credit Facility of $29,982 as of February 3, 2024, which was with a former related party.
v3.25.1
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Feb. 01, 2025
Feb. 03, 2024
Allowance for doubtful accounts $ 335 $ 377
Common stock, par value $ 0.01 $ 0.01
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 12,758,852 12,506,556
Common stock, shares outstanding 12,758,852 12,506,556
Long-term debt [1] $ 19,156 $ 43,950
Related Party [Member]    
Receivables 638 189
Accrued royalty expenses $ 3,513 361
Third Lien Credit Facility [Member] | Related Party [Member]    
Long-term debt   $ 29,982
[1] Includes Third Lien Credit Facility of $29,982 as of February 3, 2024, which was with a former related party.
v3.25.1
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($)
 12 Months Ended
Feb. 01, 2025
Feb. 03, 2024
Income Statement [Abstract]    
Net sales [1] $ 293,452,000 $ 292,890,000
Cost of products sold [2] 148,273,000 159,598,000
Gross profit 145,179,000 133,292,000
Impairment of goodwill 31,973,000 [3] 0
Gain on sale of intangible assets   (32,808,000)
Gain on sale of subsidiary (7,634,000)  
Selling, general and administrative expenses [4] 138,016,000 134,476,000
(Loss) income from operations (17,176,000) 31,624,000
Interest expense, net [5] 6,569,000 11,118,000
Other income (344,000)  
(Loss) income before income taxes and equity in net income of equity method investment (23,401,000) 20,506,000
Benefit for income taxes (3,642,000) (3,478,000)
(Loss) income before equity in net income of equity method investment (19,759,000) 23,984,000
Equity in net income of equity method investment 712,000 1,462,000
Net (loss) income (19,047,000) 25,446,000
Other comprehensive income:    
Foreign currency translation adjustments 111,000 3,000
Comprehensive (loss) income $ (18,936,000) $ 25,449,000
(Loss) earnings per share:    
Basic (loss) earnings per share $ (1.51) $ 2.05
Diluted (loss) earnings per share $ (1.51) $ 2.04
Weighted average shares outstanding:    
Basic 12,579,588 12,442,781
Diluted 12,579,588 12,478,215
[1] Includes $1,106 and $2,810 of net sales for the years ended February 1, 2025 and February 3, 2024, respectively, which is with a related party.
[2] Includes royalty expense of $13,963 and $9,486 for the years ended February 1, 2025 and February 3, 2024, respectively, which is with a related party. Includes cost of products sold of $38 and $1,299 for the years ended February 1, 2025 and February 3, 2024, respectively, which is with another related party.
[3]

(1) Recorded within Impairment of goodwill on the Consolidated Statements of Operations and Comprehensive Income (Loss).
[4] Includes SG&A expenses of $625 and $1,288 for the years ended February 1, 2025 and February 3, 2024, respectively, which is with a related party.
[5] Includes capitalized PIK interest with the Third Lien Credit Facility of $4,515 and $4,026 for the years ended February 1, 2025 and February 3, 2024, respectively, which was with a former related party.
v3.25.1
Consolidated Statements of Operations and Comprehensive Income (Loss) (Parenthetical) - USD ($)
$ in Thousands
 12 Months Ended
Feb. 01, 2025
Feb. 03, 2024
Net Sales [1] $ 293,452 $ 292,890
Cost of products sold [2] 148,273 159,598
SG&A expenses [3] 138,016 134,476
Capitalized PIK Interest 4,515 4,026
Related Party [Member]    
Net Sales 1,106 2,810
Royalty expense 13,963 9,486
Cost of products sold 38 1,299
SG&A expenses 625 1,288
Related Party [Member] | Third Lien Credit Facility [Member]    
Capitalized PIK Interest $ 4,515 $ 4,026
[1] Includes $1,106 and $2,810 of net sales for the years ended February 1, 2025 and February 3, 2024, respectively, which is with a related party.
[2] Includes royalty expense of $13,963 and $9,486 for the years ended February 1, 2025 and February 3, 2024, respectively, which is with a related party. Includes cost of products sold of $38 and $1,299 for the years ended February 1, 2025 and February 3, 2024, respectively, which is with another related party.
[3] Includes SG&A expenses of $625 and $1,288 for the years ended February 1, 2025 and February 3, 2024, respectively, which is with a related party.
v3.25.1
Consolidated Statements of Stockholders' Equity - USD ($)
$ in Thousands
Total
Common Stock [Member]
Additional Paid-In Capital [Member]
Accumulated Deficit [Member]
Accumulated Other Comprehensive Income (Loss) [Member]
Beginning Balance at Jan. 28, 2023 $ 20,257 $ 123 $ 1,143,295 $ (1,123,080) $ (81)
Beginning Balance, shares at Jan. 28, 2023   12,335,405      
Comprehensive (loss) income:          
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      
Comprehensive (loss) income:          
Net income (loss) $ (19,047)     (19,047)  
Foreign currency translation adjustment 111       111
Deemed contribution in connection with debt extinguishment 11,575   11,575    
Contribution from principal stockholder 614   614    
Share-based compensation expense 1,588   1,588    
Restricted stock unit vestings   $ 3 (3)    
Restricted stock unit vestings, shares   356,451      
Tax withholdings related to restricted stock vesting (264)   (264)    
Tax withholdings related to restricted stock vesting, shares   (117,189)      
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP") 29   29    
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP"), shares   13,034      
Ending Balance at Feb. 01, 2025 $ 41,759 $ 128 $ 1,158,279 $ (1,116,681) $ 33
Ending Balance, shares at Feb. 01, 2025 12,758,852 12,758,852      
v3.25.1
Consolidated Statements of Cash Flows - USD ($)
 12 Months Ended
Feb. 01, 2025
Feb. 03, 2024
Operating activities    
Net (loss) income $ (19,047,000) $ 25,446,000
Add (deduct) items not affecting operating cash flows:    
Impairment of goodwill 31,973,000 [1] 0
Depreciation and amortization 4,006,000 4,939,000
Allowance for doubtful accounts 9,000 104,000
Gain on sale of intangible assets   (32,808,000)
Gain on sale of subsidiary (7,634,000)  
Loss on disposal of property and equipment 88,000 260,000
Amortization of deferred financing costs 312,000 758,000
Deferred income taxes (4,282,000) (4,021,000)
Share-based compensation expense 1,588,000 1,541,000
Capitalized PIK Interest due to loan with former related party 4,515,000 4,026,000
Loss on debt extinguishment   3,136,000
Equity in net income of equity method investment, net of distributions 2,683,000 (121,000)
Changes in assets and liabilities:    
Receivables, net (11,652,000) (42,000)
Inventories (376,000) 31,236,000
Prepaid expenses and other current assets 298,000 (655,000)
Accounts payable and accrued expenses 19,820,000 (23,994,000)
Other assets and liabilities (242,000) (8,165,000)
Net cash provided by operating activities 22,059,000 1,640,000
Investing activities    
Payments for capital expenditures (4,232,000) (1,460,000)
Transaction costs related to equity method investment   (525,000)
Proceeds from sale of intangible assets   77,525,000
Net cash (used in) provided by investing activities (4,232,000) 75,540,000
Financing activities    
Proceeds from borrowings under the Revolving Credit Facilities 211,213,000 245,116,000
Repayment of borrowings under the Revolving Credit Facilities (214,027,000) (289,387,000)
Repayment of borrowings under the Term Loan Facilities   (29,378,000)
Repayment of borrowings under the Third Lien Credit Facility (15,000,000)  
Tax withholdings related to restricted stock vesting (264,000) (142,000)
Proceeds from issuance of common stock under employee stock purchase plan 29,000 48,000
Financing fees (332,000) (3,336,000)
Net cash used in financing activities (18,381,000) (77,079,000)
(Decrease) increase in cash, cash equivalents, and restricted cash (554,000) 101,000
Effect of exchange rate changes on cash, cash equivalents, and restricted cash 1,000 2,000
Cash, cash equivalents, and restricted cash, beginning of period 1,219,000 1,116,000
Cash, cash equivalents, and restricted cash, end of period 666,000 1,219,000
Less: restricted cash at end of period 59,000 862,000
Cash and cash equivalents per balance sheet at end of period 607,000 357,000
Supplemental Disclosures of Cash Flow Information    
Cash payments for interest 1,784,000 6,400,000
Cash payments for income taxes, net of refunds 25,000 752,000
Supplemental Disclosures of Non-Cash Investing and Financing Activities    
Non-cash equity method investment   25,500,000
Deemed contribution in connection with debt extinguishment 11,575,000  
Capital expenditures in accounts payable and accrued liabilities 782,000 117,000
Contribution from principal stockholder in accounts receivable 614,000  
Deferred financing fees in accrued liabilities $ 135,000 $ 1,000
[1]

(1) Recorded within Impairment of goodwill on the Consolidated Statements of Operations and Comprehensive Income (Loss).
v3.25.1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 12 Months Ended
Feb. 01, 2025
Feb. 03, 2024
Pay vs Performance Disclosure    
Net Income (Loss) $ (19,047) $ 25,446
v3.25.1
Insider Trading Arrangements
 3 Months Ended
Feb. 01, 2025
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
v3.25.1
Cybersecurity Risk Management, Strategy, and Governance
 12 Months Ended
Feb. 01, 2025
Cybersecurity Risk Management, Strategy, and Governance [Abstract]  
Cybersecurity Risk Management Processes for Assessing, Identifying, and Managing Threats [Text Block]

ITEM 1C. CYBERSECURITY.

Cybersecurity Risk Management and Strategy

The Company is committed to, and recognizes the importance of, information security, cyber readiness, and data privacy protections to our business and reputation, which includes assessing, identifying, and managing material risks associated with cybersecurity threats. Our cybersecurity program uses processes, technologies, and controls to assist in our efforts to assess, identify, and manage material cybersecurity-related risks.

The Company employs a number of tools and services, such as network monitoring and vulnerability assessments to inform our risk identification and assessment processes. We also maintain an incident response plan that outlines processes designed to triage, assess the severity of, escalate, contain, investigate, and remediate cybersecurity incidents while also complying with relevant legal obligations. Our employees receive cybersecurity awareness and sensitive information protection training on a regular basis, which we also periodically test for effectiveness through simulations, which may include simulated phishing emails and tabletop exercises. Additionally, the Company regularly makes assessments related to the potential impact of a security incident at a third-party vendor, service provider or customer or otherwise implicating the third-party technology and systems the Company uses. We also maintain cybersecurity risk insurance.

Our information security team serves as a first line of defense, including managing cyber risk strategy execution and owning the day-to-day management of these risks. Our enterprise risk management function, which includes members of our executive leadership team, serves as a second line of defense, bringing holistic risk oversight while serving as a partner to the business to help strategically manage risk. In particular, cybersecurity risks are monitored by a team composed of members of our executive team, who in turn provides updates to the Audit Committee of our Board of Directors, who is responsible for assisting the Board of Directors with oversight over cybersecurity risks.

Through the processes described above, we did not identify risks from current or past cybersecurity incidents that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition. However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced undetected cybersecurity incidents. See Part I, Item IA. Risk Factors – “Risks Related to Our Information Technology and Security”.

Cybersecurity Governance

Our Board of Directors and Audit Committee are actively engaged in the oversight of our information security program, including the Company’s technology and information security policies and practices, the internal controls relating to information security, and the steps taken by management to identify, monitor, and control any risk exposures. Our management has general responsibility for day-to-day implementation of our information technology, cybersecurity, and privacy strategies and policies, including deployment and use of security tools, applications, and employee training. Role or project specific employee training, as well as other training, may also occur, as needed. Our cybersecurity risk management and strategy processes, which are discussed in greater detail above, are led by our Chief Information Officer (“CIO”), who is assisted by other members of our senior management team. The team engaged in the cybersecurity risk management process, including the CIO, has risk management backgrounds, certifications, and/or cyber experience in prior professional roles and at the Company. The team also maintains expertise on cyber risk management through third party consultants, external training, and affiliations with relevant organizations.

Given the importance of information security to our customers, employees, suppliers and other partners, our Board and/or the Audit Committee receives reports as needed from our CIO on cybersecurity-related matters, including the status of projects to strengthen our security systems and to improve our cyber threat readiness, as well as on the existing and emerging cyber threat landscape and our program for managing these security risks.
Cybersecurity Risk Management Third Party Engaged [Flag] true
Cybersecurity Risk Third Party Oversight and Identification Processes [Flag] true
Cybersecurity Risk Materially Affected or Reasonably Likely to Materially Affect Registrant [Flag] false
Cybersecurity Risk Board of Directors Oversight [Text Block]

Cybersecurity Governance

Our Board of Directors and Audit Committee are actively engaged in the oversight of our information security program, including the Company’s technology and information security policies and practices, the internal controls relating to information security, and the steps taken by management to identify, monitor, and control any risk exposures. Our management has general responsibility for day-to-day implementation of our information technology, cybersecurity, and privacy strategies and policies, including deployment and use of security tools, applications, and employee training. Role or project specific employee training, as well as other training, may also occur, as needed. Our cybersecurity risk management and strategy processes, which are discussed in greater detail above, are led by our Chief Information Officer (“CIO”), who is assisted by other members of our senior management team. The team engaged in the cybersecurity risk management process, including the CIO, has risk management backgrounds, certifications, and/or cyber experience in prior professional roles and at the Company. The team also maintains expertise on cyber risk management through third party consultants, external training, and affiliations with relevant organizations.

Given the importance of information security to our customers, employees, suppliers and other partners, our Board and/or the Audit Committee receives reports as needed from our CIO on cybersecurity-related matters, including the status of projects to strengthen our security systems and to improve our cyber threat readiness, as well as on the existing and emerging cyber threat landscape and our program for managing these security risks.
Cybersecurity Risk Board Committee or Subcommittee Responsible for Oversight [Text Block] Our Board of Directors and Audit Committee are actively engaged in the oversight of our information security program, including the Company’s technology and information security policies and practices, the internal controls relating to information security, and the steps taken by management to identify, monitor, and control any risk exposures.
Cybersecurity Risk Process for Informing Board Committee or Subcommittee Responsible for Oversight [Text Block] In particular, cybersecurity risks are monitored by a team composed of members of our executive team, who in turn provides updates to the Audit Committee of our Board of Directors, who is responsible for assisting the Board of Directors with oversight over cybersecurity risks.
Cybersecurity Risk Role of Management [Text Block] Our information security team serves as a first line of defense, including managing cyber risk strategy execution and owning the day-to-day management of these risks. Our enterprise risk management function, which includes members of our executive leadership team, serves as a second line of defense, bringing holistic risk oversight while serving as a partner to the business to help strategically manage risk. In particular, cybersecurity risks are monitored by a team composed of members of our executive team, who in turn provides updates to the Audit Committee of our Board of Directors, who is responsible for assisting the Board of Directors with oversight over cybersecurity risks. Our management has general responsibility for day-to-day implementation of our information technology, cybersecurity, and privacy strategies and policies, including deployment and use of security tools, applications, and employee training. Role or project specific employee training, as well as other training, may also occur, as needed. Our cybersecurity risk management and strategy processes, which are discussed in greater detail above, are led by our Chief Information Officer (“CIO”), who is assisted by other members of our senior management team. The team engaged in the cybersecurity risk management process, including the CIO, has risk management backgrounds, certifications, and/or cyber experience in prior professional roles and at the Company. The team also maintains expertise on cyber risk management through third party consultants, external training, and affiliations with relevant organizations.
Cybersecurity Risk Management Positions or Committees Responsible [Flag] true
Cybersecurity Risk Management Positions or Committees Responsible [Text Block] Our cybersecurity risk management and strategy processes, which are discussed in greater detail above, are led by our Chief Information Officer (“CIO”), who is assisted by other members of our senior management team. The team engaged in the cybersecurity risk management process, including the CIO, has risk management backgrounds, certifications, and/or cyber experience in prior professional roles and at the Company.
Cybersecurity Risk Management Expertise of Management Responsible [Text Block] The team engaged in the cybersecurity risk management process, including the CIO, has risk management backgrounds, certifications, and/or cyber experience in prior professional roles and at the Company. The team also maintains expertise on cyber risk management through third party consultants, external training, and affiliations with relevant organizations.
Cybersecurity Risk Process for Informing Management or Committees Responsible [Text Block] Our cybersecurity risk management and strategy processes, which are discussed in greater detail above, are led by our Chief Information Officer (“CIO”), who is assisted by other members of our senior management team. The team engaged in the cybersecurity risk management process, including the CIO, has risk management backgrounds, certifications, and/or cyber experience in prior professional roles and at the Company. The team also maintains expertise on cyber risk management through third party consultants, external training, and affiliations with relevant organizations.
Cybersecurity Risk Management Positions or Committees Responsible Report to Board [Flag] true
v3.25.1
Description of Business and Summary of Significant Accounting Policies
 12 Months Ended
Feb. 01, 2025
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, V Opco, LLC (formerly, Vince, LLC) ("V Opco"), a wholly-owned subsidiary of the Company, entered into a License Agreement (the "License Agreement") with ABG-Vince LLC, which provides V Opco 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. On May 3, 2024, V Opco completed the sale of all outstanding shares of Rebecca Taylor, Inc., which held the Rebecca Taylor business prior to the wind down, to Nova Acquisitions, LLC. 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.

On January 22, 2025, P180, a venture focused on accelerating growth and profitability in the luxury apparel sector, acquired a majority stake in the Company (the “P180 Acquisition”) from affiliates of Sun Capital Partners, Inc. (collectively, “Sun Capital”). Simultaneously with the P180 Acquisition, V Opco amended its existing credit agreement with Bank of America, N.A. (“BofA”). The amendment consented to, among other things, the change in control in connection with the P180 Acquisition, as well as a partial pay down of the subordinated debt with SK Financial Services, LLC, an affiliate of Sun Capital, through increased borrowings under the credit agreement with BofA. On the same day, V Opco paid $15,000 to SK Financial Services, LLC using proceeds from the credit facility, which resulted in a pay-down of $20,000 of the subordinated debt (the “Sun Debt Paydown”).

In addition, in connection with the P180 Acquisition, P180 acquired and assumed $7,000 of the loans outstanding pursuant to the subordinated debt and immediately thereafter cancelled such $7,000 (the “P180 Debt Forgiveness”). Following the Sun Debt Paydown and P180 Debt Forgiveness, the outstanding principal amount of subordinated debt was reduced by approximately $27,000 with $7,500 remaining outstanding, which will continue to accrue payment-in-kind interest in accordance with, and otherwise be subject to, the terms and conditions therein. 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 1, 2025. 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 2024" or "fiscal 2024" refer to the fiscal year ended February 1, 2025; and
•
References to "fiscal year 2023" or "fiscal 2023" refer to the fiscal year ended February 3, 2024.

Fiscal year 2024 consisted of a 52-week period and fiscal year 2023 consisted of a 53-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.

The Company’s future financial results may be subject to substantial fluctuations, and may be impacted by business conditions and macroeconomic factors, particularly in light of the recently implemented tariffs . While we expect to meet our monthly Excess Availability (as defined in the 2023 Revolving Credit Facility Agreement) covenant and believe that our other sources of liquidity will generate sufficient cash flows to meet our obligations for the next twelve months from the date these financial statements are issued, the foregoing expectation is dependent on a number of factors, including, among others, our ability to generate sufficient cash flow from a combination of tariff mitigating initiatives, our ongoing ability to manage our operating obligations, the ability of our partners to satisfy their payment obligations to us when due, the results of the currently ongoing inventory valuation and potential borrowing restrictions imposed by our lenders based on their credit judgment, all of which could be significantly and negatively impacted by the recently implemented and new retaliatory and/or reciprocal tariffs, as well as changing trade policies between the U.S. and its trading partners, in addition to other macroeconomic factors. Any material negative impact from these factors or others could require us to implement alternative plans to satisfy our liquidity needs which may be unsuccessful. In the event that we are unable to timely service our debt, meet other contractual payment obligations or fund our other liquidity needs, we may need to refinance all or a portion of our indebtedness before maturity, seek waivers of or amendments to our contractual obligations for payment, reduce or delay scheduled expansions and capital expenditures, liquidate inventory through additional discounting, sell material assets or operations, or seek other financing opportunities. There can be no assurance that these options would be readily available to us and our inability to address our liquidity needs could materially and adversely affect our operations and jeopardize our business, financial condition and results of operations.

(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 2024 and 2023, sales to one wholesale partner accounted for more than ten percent of the Company's net sales. Sales to this partner represented 26% of fiscal 2024 net sales and 20% of fiscal 2023 net sales.

Two wholesale partners represented greater than ten percent of the Company's gross accounts receivable balances as of the end of both fiscal 2024 and fiscal 2023. One partner represented 32% and 36% as of February 1, 2025 and February 3, 2024, respectively, and the other represented 24% and 22% as of February 1, 2025 and February 3, 2024, respectively. In addition, another wholesale partner represented greater than ten percent of the Company's gross accounts receivable balance as of February 1, 2025, with 14% 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 consist of finished goods. As of February 1, 2025 and February 3, 2024 finished goods, net of reserves were $59,146 and $58,777, respectively.

The Company has three major suppliers that accounted for approximately 16%, 16% and 13%, respectively, of inventory purchases for fiscal 2024. In fiscal 2023, the Company had two major suppliers that accounted for approximately 18% and 17%, respectively, of inventory purchases. Amounts due to these suppliers were $4,021 as of February 1, 2025 and $1,509 as of February 3, 2024, 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 1,

 

 

February 3,

 

(in thousands)

 

2025

 

 

2024

 

Leasehold improvements

 

$

30,009

 

 

$

32,694

 

Furniture, fixtures and equipment

 

 

9,716

 

 

 

9,748

 

Capitalized software

 

 

14,696

 

 

 

14,775

 

Construction in process

 

 

1,026

 

 

 

585

 

Total property and equipment

 

 

55,447

 

 

 

57,802

 

Less: accumulated depreciation

 

 

(48,069

)

 

 

(50,830

)

Property and equipment, net

 

$

7,378

 

 

$

6,972

 

Depreciation expense was $3,887 and $4,692 for fiscal 2024 and fiscal 2023, 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 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 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.

There were no impairment charges during fiscal 2024 and 2023.

(K) Goodwill and Other Intangible Assets: Goodwill is 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 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. 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 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.

An entity may pass on performing the qualitative assessment for a reporting unit and directly perform the quantitative assessment. An entity may resume performing a qualitative assessment in subsequent periods.

Determining the fair value of goodwill is judgmental in nature and requires the use of significant estimates and assumptions, including, when a discounted cash flows method is used, estimates of projected revenues, EBITDA margins, long-term growth rates, working capital, and discount rates. 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 that the effect of such changes could be material.

In fiscal 2024, the Company performed its annual impairment test during the fourth quarter. Concurrent with the performance of the annual impairment test, the P180 Acquisition was consummated. As the P180 Acquisition represented a change of control transaction with an unrelated third party, the fair value of the Company’s Vince Wholesale reporting unit was estimated based on the transaction price of the P180 Acquisition. The estimated fair value of the Company implied by the P180 Acquisition was allocated to the Company’s reporting units, Vince Wholesale and Vince Direct-to-consumer, using a market-based approach, considering the relative contributions of each reporting unit to the Company as well as appropriate valuation multiples for each reporting unit relative to the implied P180 Acquisition multiple. The results of the quantitative test determined that the fair value of the Vince Wholesale reporting unit was below its carrying value by an amount greater than its total goodwill balance and as a result, the Company recorded a goodwill impairment charge of $31,973 to write-off the goodwill for the Vince Wholesale reporting unit. The charge was recorded within Impairment of goodwill on the Consolidated Statements of Operations and Comprehensive Income (Loss) during the fourth quarter of fiscal 2024.

In fiscal 2023, 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. Goodwill was $31,973 as of February 3, 2024.

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 certain recent leases are subject to shorter terms as a result of the implementation of the strategy to pursue shorter lease terms when evaluating certain markets, 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 1, 2025 and February 3, 2024, the contract liability was $1,544 and $1,628, respectively. In fiscal 2024, the Company recognized $265 of revenue that was previously included in the contract liability as of February 3, 2024.

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 $12,532 and $11,843 in fiscal 2024 and fiscal 2023, respectively. At February 1, 2025 and February 3, 2024, deferred production expenses associated with company-directed advertising were $792 and $698, 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 November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 Company adopted this pronouncement in fiscal 2024 and retrospectively to all prior periods using the significant segment expense categories identified. The impact of the adoption of the amendments in this update was not material to the Company’s financial position and results of operations, as the requirements impact only segment reporting disclosures in the footnotes to the Company’s financial statements.

Recently Issued Accounting Pronouncements

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, 2024, 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 November 2024, the FASB issued ASU No. 2024-03: Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The ASU is intended to improve disclosures about a public business entity's expenses, primarily through additional disaggregation of income statement expenses. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01: Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The requirements of the ASU will be applied prospectively with the option for retrospective application. We are currently evaluating the ASU to determine the impact on the Company's disclosures.
v3.25.1
Recent Transactions
 12 Months Ended
Feb. 01, 2025
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 (as defined in 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.

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 held any assets.

On May 3, 2024, V Opco, LLC (formerly, Vince, LLC) ("V Opco") completed the sale of all outstanding shares of Rebecca Taylor, Inc., which held the Rebecca Taylor business prior to the wind-down, to Nova Acquisitions, LLC. Nova Acquisitions, LLC is wholly owned by James Carroll, who served as the sole director and officer of Rebecca Taylor, Inc. at the time of the Transaction, pursuant to a service agreement between Mr. Carroll and Rebecca Taylor, Inc. that was previously entered into in September 2022 in connection with the wind-down. While serving as the sole director and officer of Rebecca Taylor, Inc., Mr. Carroll did not serve as an agent to the Company and was not a related party to the Company. Following the completion of the Transaction, there exists no relationship or arrangement whatsoever between Mr. Carroll and the Company or any of its affiliates. The Transaction was completed pursuant to the SPA, dated May 3, 2024, entered into between the Seller and Nova Acquisitions, LLC. The SPA contains customary representations, warranties and covenants for a transaction of this nature, but does not include any indemnification provisions for the benefit of either party. Following the completion of the Transaction, there is no ongoing involvement between the Company and Rebecca Taylor, Inc. As Rebecca Taylor Inc. was in a net liability position, as a result of the Transaction the Company recognized a gain on sale of subsidiary of $7,634, which is presented in the Consolidated Statements of Operations and Comprehensive Income (Loss) for fiscal 2024.

There were no Rebecca Taylor wind down related charges (benefits) for fiscal 2024. For fiscal 2023, the Company reported wind down related benefits of $1,750, primarily related to the release of operating lease liabilities as a result of lease terminations.

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 V Opco 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 owns 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 were included in selling, general and administrative ("SG&A") expense in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss) in fiscal 2023. 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 V Opco, ABG Vince, the Company and ABG Intermediate Holdings 2 LLC, V Opco 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 V Opco.

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. During the fiscal years 2024 and 2023 there was no impairment of the investment in ABG Vince.

License Agreement

On May 25, 2023, in connection with the Closing, V Opco and ABG Vince entered into a License Agreement (the "License Agreement"), which provides V Opco 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). V Opco 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 V Opco 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. V Opco 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 V Opco is in material breach of the License Agreement and such breach has not been cured within the specified cure period. V Opco may elect not to renew the term for a renewal term.

V Opco 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 was prorated to the period beginning on the Closing Date and ended 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 is equal to 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). V Opco

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).

P180 Acquisition

On January 22, 2025, P180 Vince Acquisition Co. (“P180”) purchased 8,481,318 shares of common stock of the Company, which constituted approximately 67% of the Company’s outstanding common stock, from affiliates of Sun Capital in a privately negotiated stock purchase transaction (the “P180 Acquisition”) for approximately $19,800 in cash. 1,262,933 of these purchased shares were held back at the closing by the affiliates of Sun Capital and all or a portion of such shares will be transferred to P180 in the event the remaining outstanding obligations under the Sun Amended Credit Agreement are purchased by P180 (or any of its affiliates or designees) from SK Financial Services, or otherwise repaid in full, prior to September 22, 2025. P180 will forfeit its right to, and such affiliates of Sun Capital will be entitled to retain, a portion of such held back shares if such purchase or repayment occurs after January 24, 2025, and P180 will forfeit its right to all held back shares if such purchase or repayment does not occur on or prior to September 22, 2025. The affiliates of Sun Capital agreed to various voting, transfer and other restrictions on the held back shares. As of February 1, 2025, the remaining outstanding obligations under the Sun Amended Credit Agreement have not been repurchased by P180 (or any of its affiliates or designees) from SK Financial Services and therefore 252,587 of the shares held back have been forfeited by P180 as of February 1, 2025. See Note 14 "Related Party Transactions" for additional information.

In connection with the P180 Acquisition, on January 22, 2025, V Opco entered into the First Amendment (the “First Amendment”) to its 2023 Revolving Credit Facility or "ABL Credit Agreement", and, simultaneously with the entry into the First Amendment, entered into the Fifth Amendment (the “Third Lien Fifth Amendment”) to its Third Lien Credit Facility or "Sun Credit Agreement" and paid $15,000 to SK Financial Services, LLC with the proceeds from additional borrowings under the 2023 Revolving Credit Facility as repayment of $20,000 in outstanding principal amount of the loans outstanding under the Third Lien Credit Facility (such pay-down transaction, the “Sun Debt Paydown”). In addition, in connection with the P180 Acquisition, P180 acquired and assumed from SK Financial Services LLC approximately $7,000 of the remaining outstanding balance owed by the Company under the Third Lien Credit Facility. Immediately thereafter, P180 agreed to forgive and cancel such $7,000 (the “P180 Debt Forgiveness”) such that there remained outstanding an aggregate of approximately $7,500 under the Third Lien Credit Facility, which will continue to accrue interest in accordance with, and otherwise be subject to the terms and conditions set forth in, the Third Lien Credit Facility. In addition, pursuant to the Debt Forgiveness, P180 and its parent company, P180, Inc., agreed to reimburse the Company for its fees and expenses associated with the transactions relating to the P180 Acquisition. See Note 5 "Long Term Debt and Financing Arrangements" for additional discussion.

The Company determined that the changes to the 2023 Revolving Credit Facility under the First Amendment did not result in a change to the borrowing capacity of the arrangement, and therefore $458 of costs incurred in connection with the First Amendment have been deferred and will be recognized over the term of the arrangement, which is presented within Other assets on the Consolidated Balance Sheets.

The Company determined that modification to the Third Lien Credit Facility under the Fifth Amendment and the corresponding Sun Debt Paydown and P180 Debt Forgiveness should be recorded as debt extinguishment of the Third Lien Credit Facility in accordance with ASC 470. The Company derecognized the old debt and recorded the new debt at fair value in the amount of $7,713, and a gain upon extinguishment in the amount of $11,575. As Sun Capital and affiliates and P180 maintain an equity interest in the Company, the gain on extinguishment was recorded as a capital contribution within equity.

SK Financial Services, LLC is an affiliate of Sun Capital Partners, Inc. (“Sun Capital”), whose affiliates owned approximately 67% of the Company’s outstanding common stock prior to the P180 Acquisition. Immediately following the P180 Acquisition, affiliates of Sun Capital continued to own approximately 10% of the Company’s outstanding common stock. In addition, the P180 Acquisition resulted in accelerated vesting of certain restricted stock units. See Note 7 "Share Based Compensation" for additional information.

 

 

 
v3.25.1
Goodwill and Intangible Assets
 12 Months Ended
Feb. 01, 2025
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

 

 

Total Net Goodwill

 

Balance as of February 3, 2024

 

$

31,973

 

 

$

—

 

 

$

31,973

 

Impairment charges

 

 

(31,973

)

 

 

—

 

 

 

(31,973

)

Balance as of February 1, 2025

 

$

—

 

 

$

—

 

 

$

—

 

The total carrying amount of goodwill was net of accumulated impairments of $133,818 as $101,845 as of February 1, 2025 and February 3, 2024, respectively.

In fiscal 2024, the Company performed its annual impairment test during the fourth quarter. Concurrent with the performance of the annual impairment test, the P180 Acquisition was consummated. As the P180 Acquisition represented a change of control transaction with an unrelated third party, the fair value of the Company’s Vince Wholesale reporting unit was estimated based on the transaction price of the P180 Acquisition. The estimated fair value of the Company implied by the P180 Acquisition was allocated to the Company’s reporting units, Vince Wholesale and Vince Direct-to-consumer, using a market-based approach, considering the relative contributions of each reporting unit to the Company as well as appropriate valuation multiples for each reporting unit relative to the implied P180 Acquisition multiple. The results of the quantitative test determined that the fair value of the Vince Wholesale reporting unit was below its carrying value by an amount greater than its total goodwill balance and as a result, the Company recorded a goodwill impairment charge of $31,973 to write-off the goodwill for the Vince Wholesale reporting unit. The charge was recorded within Impairment of goodwill on the Consolidated Statements of Operations and Comprehensive Income (Loss) during the fourth quarter of fiscal 2024.

There were no impairments recorded as a result of the Company's annual goodwill impairment test performed during fiscal 2023.

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.

Amortization of identifiable intangible assets was $0 and $149 for fiscal 2024 and fiscal 2023, respectively, which is included in SG&A expenses on the Consolidated Statements of Operations and Comprehensive Income (Loss).

v3.25.1
Fair Value Measurements
 12 Months Ended
Feb. 01, 2025
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 1, 2025 or February 3, 2024. At February 1, 2025 and February 3, 2024, 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 $19,156 and $44,209 as of February 1, 2025 and February 3,

2024, 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 1, 2025 and February 3, 2024, 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, 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), non-financial assets are assessed for impairment and, if applicable, written down to (and recorded at) fair value.

The following table presents the non-financial assets of the Company measured at fair value on a non-recurring basis in fiscal 2024, 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)

 

February 1, 2025

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

February 1, 2025

 

 

Goodwill

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

31,973

 

(1)

(1) Recorded within Impairment of goodwill on the Consolidated Statements of Operations and Comprehensive Income (Loss).
v3.25.1
Long-Term Debt and Financing Arrangements
 12 Months Ended
Feb. 01, 2025
Debt Disclosure [Abstract]  
Long-Term Debt and Financing Arrangements

Note 5. Long-Term Debt and Financing Arrangements

Debt obligations consisted of the following:

 

 

February 1,

 

 

February 3,

 

(in thousands)

 

2025

 

 

2024

 

Long-term debt:

 

 

 

 

 

 

Revolving Credit Facilities

 

$

11,413

 

 

$

14,227

 

Third Lien Credit Facility

 

 

7,743

 

 

 

29,982

 

Total debt principal

 

 

19,156

 

 

 

44,209

 

Less: deferred financing costs

 

 

—

 

 

 

259

 

Total long-term debt

 

$

19,156

 

 

$

43,950

 

Term Loan Credit Facility

On September 7, 2021, V Opco 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 V Opco, 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, V Opco, 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 V Opco, 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 V Opco 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. In accordance with the First Amendment, from the First Amendment Effective Date (January 21, 2025) until the first Adjustment Date occurring after the twelve (12) month anniversary of the First Amendment Effective Date, the applicable margin will be 2.50% with respect to SOFR Term Loans and SOFR Daily Floating Rate Loans and 1.50% with respect to Base Rate Loans.

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. In accordance with the First Amendment, V Opco shall not make certain Restricted Payments as defined in the Agreement until the earlier of (i) the date that is eighteen (18) month anniversary of the First Amendment Effective Date, which date is July 21, 2026 and (ii) the first date following the twelve (12) month anniversary of the First Amendment Effective Date on which the Consolidated Fixed Charge Coverage Ratio is 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, V Opco and Vince Intermediate and any future subsidiary guarantors, other than among others, equity interests in ABG Vince, as well as the rights of V Opco under the License Agreement.

The Company incurred a total of $466 (of which $458 were incurred in connection with the P180 Acquisition) and $1,150 of financing costs during fiscal years 2024 and 2023, respectively. 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 1, 2025, the Company was in compliance with applicable covenants. As of February 1, 2025, $39,820 was available under the 2023 Revolving Credit Facility, net of the Loan Cap, and there were $11,413 of borrowings outstanding and $6,215 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 1, 2025 was 7.0%.

On January 22, 2025, V Opco, LLC entered into that certain First Amendment (the “First Amendment”) to the 2023 Revolving Credit Agreement. The First Amendment amends the 2023 Revolving Credit Agreement to, among other things, (a) consent to the P180 Acquisition (see Note 2 "Recent Transactions" for additional information); (b) provide that, until the first Adjustment Date following January 22, 2026, the applicable margin will be 2.50% with respect to SOFR Term Loans and SOFR Daily Floating Rate Loans and 1.50% with respect to Base Rate Loans; (c) eliminate the ability to make certain Restricted Payments until the earlier of (i) the date that is eighteen (18) month anniversary of the First Amendment Effective Date, which date is July 21, 2026 and (ii) the first date following the twelve (12) month anniversary of the First Amendment Effective Date on which the Consolidated Fixed Charge Coverage Ratio is greater than or equal to 1.0 to 1.0; and (d) until January 22, 2026, modify the thresholds applicable for the Agent’s rights to conduct field exams and inventory appraisals to Excess Availability being less than the greater of 25% of Loan Cap and $18,750 and, following January 24, 2026, such thresholds shall revert back to Excess Availability being less than the greater of 20% of Loan Cap and $15,000.

2018 Revolving Credit Facility

On August 21, 2018, V Opco 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 V Opco, 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. As of February 1, 2025, no letters of credit remained in place with Citizens that were secured with restricted cash. Restricted cash is included in Prepaid Expenses and other current assets in the Consolidated Balance Sheets.

Third Lien Credit Facility

On December 11, 2020, V Opco 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 V Opco, 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"). 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. Immediately prior to the P180 Acquisition, the affiliates of Sun Capital owned approximately 67% of the Company's common stock.

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 had 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 were recorded as deferred debt issuance costs. In connection with the debt extinguishment (see below), unamortized debt issuance costs of $179 were included in the calculation of the gain on extinguishment.

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, V Opco and the Company's existing material domestic restricted subsidiaries as well as any future material domestic restricted subsidiaries.

On April 21, 2023, V Opco 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, V Opco 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.

On January 22, 2025, V Opco entered into the Fifth Amendment (the “Third Lien Fifth Amendment”) to the Third Lien Credit Agreement which, among other things, consents to the P180 Acquisition. On the same day, V Opco paid $15,000 to SK Financial Services, LLC using proceeds from the 2023 Revolving Credit Facility, which resulted in a pay-down of $20,000 of the Third Lien Credit Facility (the “Sun Debt Paydown”). In addition, in connection with the P180 Acquisition, P180 acquired and assumed $7,000 of the Third Lien Credit Facility outstanding and immediately thereafter cancelled such $7,000 (the “P180 Debt Forgiveness”). Following the Sun Debt Paydown and P180 Debt Forgiveness, the outstanding principal amount of the Third Lien Credit Facility was reduced by approximately $27,000 with $7,500 remaining outstanding, which will continue to accrue payment-in-kind interest in accordance with, and otherwise be subject to, the terms and conditions therein.

The Company determined that modification to the Third Lien Credit Facility under the Fifth Amendment and the corresponding Sun Debt Paydown and P180 Debt Forgiveness should be recorded as debt extinguishment of the Third Lien Credit Facility in accordance with ASC 470. The Company derecognized the old debt and recorded the new debt at fair value in the amount of $7,713, and a gain upon extinguishment in the amount of $11,575. As Sun Capital and affiliates and P180 maintain an equity interest in the Company, the gain on extinguishment was recorded as a capital contribution within equity.


v3.25.1
Commitments and Contingencies
 12 Months Ended
Feb. 01, 2025
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 6. Commitments and Contingencies

Contractual Cash Obligations

At February 1, 2025, the Company had contractual cash obligations of $134,785 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, V Opco 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. V Opco 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 was 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.
v3.25.1
Share-Based Compensation
 12 Months Ended
Feb. 01, 2025
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 1, 2025, there were 635,312 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 2024 and fiscal 2023, 13,034 and 16,905 shares of common stock, respectively, were issued under the ESPP. As of February 1, 2025, there were 30,636 shares available for future issuance under the ESPP.

Stock Options

There were no stock options outstanding, vested or exercisable as of February 1, 2025 and February 3, 2024, respectively. During fiscal 2024, there were no grants, expirations or forfeitures, or exercises of stock options.

Restricted Stock Units

A summary of restricted stock unit activity for fiscal 2024 is as follows:

 

 

Restricted Stock Units

 

 

Weighted Average Grant Date Fair Value

 

Non-vested restricted stock units at February 3, 2024

 

 

474,103

 

 

$

7.07

 

Granted

 

 

369,658

 

 

$

1.67

 

Vested

 

 

(394,100

)

 

$

6.18

 

Forfeited

 

 

(83,262

)

 

$

8.57

 

Non-vested restricted stock units at February 1, 2025

 

 

366,399

 

 

$

2.25

 

The total fair value of restricted stock units vested during fiscal 2024 and fiscal 2023 was $2,435 and $1,815, respectively.

At February 1, 2025, there was $585 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 2024, the Company recognized share-based compensation expense of $1,588, including expense of $324 related to non-employees, and related tax benefit of $0. The fiscal 2024 compensation expense includes approximately $751 attributable to accelerated vesting due to the P180 Acquisition. 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.

v3.25.1
Defined Contribution Plan
 12 Months Ended
Feb. 01, 2025
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 $518 and $514 in fiscal 2024 and fiscal 2023, respectively.
v3.25.1
Stockholders' Equity
 12 Months Ended
Feb. 01, 2025
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 1, 2025 and February 3, 2024, the Company had 12,758,852 and 12,506,556 shares issued and outstanding, respectively.

At-the-Market Offering

On June 30, 2023, the Company entered into a Sales Agreement (the “Virtu Sales Agreement”) with Virtu Americas LLC ("Virtu"), as sales agent and/or principal (the "Virtu At-the-Market Offering") under which the Company was able to 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, and any shares were to be issued pursuant to the Company's previously filed shelf registration statement on Form S-3, which was declared effective on September 21, 2021 (the “2021 S-3 Registration Statement”). Under the 2021 S-3 Registration Statement, the Company was able to 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.

Following the expiration of the 2021 S-3 Registration Statement, on September 23, 2024, the Company filed a replacement shelf registration statement on Form S-3, which was declared effective on October 3, 2024 (the "2024 S-3 Registration Statement"). Under the 2024 S-3 Registration Statement, the Company may offer and sell up to $10 million of 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. The 2024 S-3 Registration Statement also included a prospectus supplement, whereby the Company may offer and sell from time to time under the Virtu Sales Agreement shares of the Company’s common stock, par value $0.01 per share, having an aggregate offering price of up to $2,925.

During the year ended February 1, 2025, the Company did not make any offerings or sales of shares of common stock under the Virtu At-the-Market Offering. At February 1, 2025, $2,925 was available under the Virtu At-the-Market Offering.

The Company previously entered into an Open Market Sale Agreement SM with Jefferies LLC ("Jefferies 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 2021 S-3 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.

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.
v3.25.1
(Loss) Earnings Per Share
 12 Months Ended
Feb. 01, 2025
Earnings Per Share [Abstract]  
(Loss) Earnings Per Share

Note 10. (Loss) Earnings Per Share

Basic (loss) earnings per share is calculated by dividing net (loss) income 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. In periods when the Company incurs a net loss, share-based awards are excluded from the calculation of diluted 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

 

 

 

2024

 

 

2023

 

Weighted-average shares—basic

 

 

12,579,588

 

 

 

12,442,781

 

Effect of dilutive equity securities

 

 

—

 

 

 

35,434

 

Weighted-average shares—diluted

 

 

12,579,588

 

 

 

12,478,215

 

Because the Company incurred a net loss for the fiscal year ended February 1, 2025, weighted-average basic shares and weighted-average diluted shares outstanding are equal for this period.

For the fiscal year ended February 3, 2024, 391,102 of weighted average shares were excluded from the computation of weighted average shares for diluted earnings per share, as their effect would have been anti-dilutive.

v3.25.1
Income Taxes
 12 Months Ended
Feb. 01, 2025
Income Tax Disclosure [Abstract]  
Income Taxes

Note 11. Income Taxes

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

 

Fiscal Year

 

(in thousands)

2024

 

 

 

2023

 

Current:

 

 

 

 

 

 

 

Domestic:

 

 

 

 

 

 

Federal

$

103

 

 

 

$

—

 

State

 

508

 

 

 

 

514

 

Foreign

 

29

 

 

 

 

29

 

Total current

 

640

 

 

 

 

543

 

Deferred:

 

 

 

 

 

 

Domestic:

 

 

 

 

 

 

Federal

 

(1,854

)

 

 

 

(2,017

)

State

 

(2,428

)

 

 

 

(2,004

)

Foreign

 

—

 

 

 

 

—

 

Total deferred

 

(4,282

)

 

 

 

(4,021

)

Total benefit for income taxes

$

(3,642

)

 

 

$

(3,478

)

The sources of (loss) income 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 $3,642 for the year ended February 1, 2025. This benefit was primarily driven by a tax benefit of $3,006 associated with the impairment of goodwill primarily due to the reversal of the non-cash deferred tax liability previously created by the amortization of the Vince goodwill indefinite-lived intangible asset recognized for tax, but not for book purposes, which previously could not be used as a source of income to support the realization of certain deferred tax assets related to the Company's net operating losses. The tax benefit was also driven by a tax benefit of $1,276 related to the reversal of a portion of the non-cash deferred tax liability related to the Company's equity method investment, which a portion can now be used as a source of income to support the realization of certain deferred tax assets related to the Company's net operating losses. The tax benefit was offset primarily by the current federal and state tax expense of $611.

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.

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

 

 

Fiscal Year

 

 

2024

 

 

 

2023

 

Statutory federal rate

 

21.0

%

 

 

 

 

21.0

%

State taxes, net of federal benefit

 

(80.4

)%

 

 

 

12.0

%

NOL Adjustments

 

(267.3

)%

 

 

 

6.7

%

Sale of Rebecca Taylor

 

40.7

%

 

 

 

0.0

%

Release of uncertain tax provision

 

2.2

%

 

 

 

0.0

%

Cancellation of Debt Income

 

(6.1

)%

 

 

 

0.0

%

Deferred Adjustments

 

(2.9

)%

 

 

 

3.6

%

Valuation allowance

 

310.2

%

 

 

 

(61.3

)%

Return to provision adjustment

 

(1.1

)%

 

 

 

0.2

%

Transaction Costs

 

(0.6

)%

 

 

 

0.0

%

Non-deductible Officers Compensation

 

0.0

%

 

 

 

0.3

%

Rate Differential on Foreign Income

 

0.0

%

 

 

 

0.4

%

Other

 

(0.1

)%

 

 

 

0.1

%

Total

 

15.6

%

 

 

 

(17.0

)%

Deferred income tax assets and liabilities consisted of the following:

 

February 1,

 

 

February 3,

 

(in thousands)

2025

 

 

2024

 

Deferred tax assets:

 

 

 

 

 

Depreciation and amortization

$

2,221

 

 

$

2,706

 

Employee related costs

 

1,495

 

 

 

426

 

Allowance for asset valuations

 

1,670

 

 

 

1,664

 

Accrued expenses

 

213

 

 

 

317

 

Lease liability

 

27,140

 

 

 

22,601

 

Net operating losses

 

44,450

 

 

 

122,382

 

Tax credits

 

92

 

 

 

92

 

Interest expense

 

5,110

 

 

 

5,428

 

Other

 

322

 

 

 

288

 

Total deferred tax assets

 

82,713

 

 

 

155,904

 

Less: valuation allowances

 

(53,394

)

 

 

(125,913

)

Net deferred tax assets

 

29,319

 

 

 

29,991

 

Deferred tax liabilities:

 

 

 

 

 

Indefinite lived intangibles

 

—

 

 

 

(8,584

)

ROU assets

 

(23,869

)

 

 

(19,548

)

Equity method investment

 

(6,081

)

 

 

(6,772

)

Total deferred tax liabilities

 

(29,950

)

 

 

(34,904

)

Net deferred tax (liability) asset

$

(631

)

 

$

(4,913

)

Included in:

 

 

 

 

 

Deferred income tax asset

$

—

 

 

$

—

 

Deferred income tax liability

 

(631

)

 

 

(4,913

)

Net deferred tax liability

$

(631

)

 

$

(4,913

)

 

 

 

As of February 1, 2025, the Company had a gross federal net operating loss of $186,821 (federal tax effected amount of $39,232) that may be used to reduce future federal taxable income. Federal net operating losses of 12,044 that were incurred in tax years that began before January 1, 2018 will expire through 2038. Net operating losses of $174,777 incurred in tax years beginning after January 1, 2018 have an indefinite carryforward period.

As of February 1, 2025, the Company had gross state net operating loss carryforward of $175,240 (tax effected amount of $5,021) that may be used to reduce future state taxable income. The net operating loss carryforwards for state income tax purposes expire at varying rates.

Section 382 of the Internal Revenue Code of 1986 (“IRC”) subjects the future utilization of net operating losses to an annual limitation in the event of certain ownership changes, as defined. The Company determined that under Section 382, the P180 Acquisition resulted in an ownership change in January 2025. Due to the annual limitation of the Company’s net operating losses, gross federal net operating losses of $232,595 (federal tax effected amount of $48,844) incurred in tax years beginning before January 1, 2018 will expire unused prior to becoming available and therefore, the Company recorded an adjustment to write off these net operating losses. A corresponding adjustment was recorded to release the valuation allowance that was maintained on these net operating losses.

The valuation allowance for deferred tax assets was $53,394 and $125,913 as of February 1, 2025 and February 3, 2024, respectively. The valuation allowance decreased by $72,519 during fiscal 2024. The decrease was due primarily to the adjustment to the valuation allowance from the P180 Acquisition as described above, and the sale of Rebecca Taylor which resulted in the write-off of net operating losses for which a corresponding adjustment was recorded to release the valuation allowance. The Company maintains a full valuation allowance on all deferred tax assets except to the extent that the indefinite lived deferred tax assets (related to interest expense and net operating loss carryforwards) offset the future reversal of 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)

2024

 

 

2023

 

Beginning balance

$

556

 

 

$

556

 

Decreases for tax positions in prior years

 

(556

)

 

 

—

 

Ending balance

$

—

 

 

$

556

 

 

 

 

 

 

 

As of February 1, 2025 and February 3, 2024, the Company had unrecognized tax benefits in the amount of $0 and $556, respectively. The reduction in the unrecognized tax benefit resulted from the write-off of certain net operating losses under IRC section 382, whereby, the impact of the unrecognized tax benefit would no longer result in a change to the realizable net operating loss carryforward of the Company.

The Company includes accrued interest and penalties on underpayments of income taxes in its income tax provision. As of February 1, 2025 and February 3, 2024, 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 1, 2025 and February 3, 2024. 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 29, 2022 through February 1, 2025 remain subject to examination. For years prior to fiscal year 2021, adjustments can be made by the taxing authorities only to the extent of the net operating losses carried forward.

v3.25.1
Leases
 12 Months Ended
Feb. 01, 2025
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 certain recent leases are subject to shorter terms as a result of the implementation of the strategy to pursue shorter lease terms when evaluating certain markets. 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 7 years and 7.15% as of February 1, 2025 and 6.3 years and 7.17% as of February 3, 2024.

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 1, 2025 and February 3, 2024. The Company's lease cost is comprised of the following:

 

 

 

Fiscal Year

 

(in thousands)

 

2024

 

 

2023

 

Operating lease cost

 

$

22,372

 

 

$

18,482

 

Variable operating lease cost

 

 

270

 

 

 

390

 

Sublease income

 

 

(289

)

 

 

—

 

Total lease cost

 

$

22,353

 

 

$

18,872

 

 

The operating lease cost for fiscal 2023 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.

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

 

 

 

Fiscal Year

 

(in thousands)

 

2024

 

 

2023

 

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

 

 

 

 

 

 

Operating cash flows from operating leases

 

$

24,080

 

 

$

24,766

 

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

 

 

36,791

 

 

 

22,972

 

As of February 1, 2025, the future maturity of lease liabilities are as follows:

 

 

 

 

 

February 1,

 

(in thousands)

 

 

 

2025

 

Fiscal 2025

 

 

 

$

22,466

 

Fiscal 2026

 

 

 

 

20,155

 

Fiscal 2027

 

 

 

 

17,004

 

Fiscal 2028

 

 

 

 

16,610

 

Fiscal 2029

 

 

 

 

15,832

 

Thereafter

 

 

 

 

39,608

 

Total lease payments

 

 

 

 

131,675

 

Less: Imputed interest

 

 

 

 

(28,470

)

Total operating lease liabilities

 

 

 

$

103,205

 

During fiscal 2024, the Company entered into a sublease with a third party for the 18th Floor of the Company’s corporate offices in New York, NY, for a period of three years with no option to renew. In accordance with ASC Topic 842, the Company treated the sublease as a separate lease, as the Company was not relieved of the primary obligation under the original lease. The Company continues to account for the corporate office lease as a lessee and in the same manner as prior to the commencement date of the sublease. The Company accounted for the sublease as a lessor of the lease. The sublease was classified as an operating lease, as it

did not meet the criteria of a sales-type or direct financing lease. As of February 1, 2025, future minimum tenant operating lease payments remaining under this sublease were approximately $2,500, with a remaining sublease term of 2.7 years.

The operating lease payments do not include any renewal options as such leases are not reasonably certain of being renewed as of February 1, 2025 and do not include $6,521 legally binding minimum lease payments for leases signed but not yet commenced.

v3.25.1
Segment and Geographical Financial Information
 12 Months Ended
Feb. 01, 2025
Segment Reporting [Abstract]  
Segment and Geographical Financial Information

Note 13. Segment and Geographical Financial Information

The Company has identified two reportable segments based on the information used by its chief operating decision maker (“CODM”). The CODM has been identified as the Chief Executive Officer. 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.

As a result of the completion of the wind down and sale (see Note 2 "Recent Transactions"), and the determination by the CODM that Parker would not be considered in the Company’s future operating plans, Rebecca Taylor and Parker is no longer an operating segment of the Company. The financial results of the historical Rebecca Taylor and Parker reportable segment are included as an other reconciling item in the table below.

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."

The Company’s CODM evaluates segment performance based on several factors, including Income before equity in net income of equity method investment. The CODM uses Income before equity in net income of equity method investment as the key performance measure of segment profitability because it excludes the impact of certain items that our CODM believes do not directly reflect our underlying operations, including the impact of income taxes and equity in net income of equity method investment. The CODM also considers budget-to-actual and period-over-period variances for this performance measure when making decisions about the allocation of operating and capital resources to each segment. Unallocated corporate expenses 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, including interest expense, that are not directly attributable to the Company's Vince Wholesale and Vince Direct-to-consumer reportable segments. Unallocated corporate assets 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. As the Company’s goodwill is not allocated to the Company’s reportable segments in the measure of segment assets regularly reported to and used by our CODM, the corresponding impairment charge associated with goodwill is not reflected in the operating results of the Company’s reportable segments.

A summary of financial information by reportable segment is as follows:

 

(in thousands)

 

Vince Wholesale

 

 

Vince Direct-to-consumer

 

 

Total

 

Fiscal Year 2024

 

 

 

 

 

 

 

 

 

Net Sales

 

$

165,349

 

 

$

128,103

 

 

$

293,452

 

 

 

 

 

 

 

 

 

 

 

Cost of Products Sold*

 

 

98,800

 

 

 

49,473

 

 

 

148,273

 

Staff and Personnel

 

 

4,218

 

 

 

23,796

 

 

 

28,014

 

Occupancy

 

 

380

 

 

 

26,115

 

 

 

26,495

 

Marketing and advertising

 

 

547

 

 

 

9,420

 

 

 

9,967

 

Other segment items(1)

 

 

3,499

 

 

 

16,329

 

 

 

19,828

 

Total segment income before income taxes and equity in net income of equity method investment

 

 

57,905

 

 

 

2,970

 

 

 

60,875

 

Unallocated Corporate(4)

 

 

 

 

 

 

 

 

(91,909

)

Rebecca Taylor and Parker(2)

 

 

 

 

 

 

 

 

7,633

 

Total loss before income taxes and equity in net income of equity method investment

 

 

 

 

 

 

 

$

(23,401

)

 

 

 

 

 

 

 

 

 

 

Fiscal Year 2023

 

 

 

 

 

 

 

 

 

Total Segment Net Sales

 

$

149,603

 

 

$

143,096

 

 

$

292,699

 

Rebecca Taylor and Parker(3)

 

 

 

 

 

 

 

 

191

 

Total Net Sales

 

 

 

 

 

 

 

 

292,890

 

 

 

 

 

 

 

 

 

 

 

Cost of Products Sold*

 

 

97,742

 

 

 

61,856

 

 

 

159,598

 

Staff and Personnel

 

 

3,860

 

 

 

26,400

 

 

 

30,260

 

Occupancy

 

 

249

 

 

 

23,223

 

 

 

23,472

 

Marketing and advertising

 

 

805

 

 

 

9,147

 

 

 

9,952

 

Other segment items(1)

 

 

3,531

 

 

 

16,696

 

 

 

20,227

 

Total segment income before income taxes and equity in net income of equity method investment

 

 

43,416

 

 

 

5,774

 

 

 

49,190

 

Unallocated Corporate(4)

 

 

 

 

 

 

 

 

(31,127

)

Rebecca Taylor and Parker(3)

 

 

 

 

 

 

 

 

2,443

 

Total income before income taxes and equity in net income of equity method investment

 

 

 

 

 

 

 

$

20,506

 

 

 

 

 

Fiscal Year

 

 

 

2024

 

 

2023

 

Depreciation and Amortization:

 

 

 

 

 

 

  Vince Wholesale

 

$

119

 

 

$

248

 

  Vince Direct-to-Consumer

 

 

3,005

 

 

 

2,931

 

Total Segment Depreciation and Amortization

 

 

3,124

 

 

 

3,179

 

  Unallocated Corporate

 

 

882

 

 

 

1,760

 

Total Depreciation and Amortization

 

 

4,006

 

 

 

4,939

 

 

 

 

 

 

 

 

Capital Expenditures:

 

 

 

 

 

 

  Vince Wholesale

 

 

530

 

 

 

127

 

  Vince Direct-to-Consumer

 

 

3,274

 

 

 

1,191

 

Total Segment Capital Expenditures

 

 

3,804

 

 

 

1,318

 

  Unallocated Corporate

 

 

428

 

 

 

142

 

Total Capital Expenditures

 

 

4,232

 

 

 

1,460

 

 

 

 

 

 

 

 

Total Assets:

 

 

 

 

 

 

  Vince Wholesale

 

 

68,488

 

 

 

51,489

 

  Vince Direct-to-Consumer

 

 

100,114

 

 

 

87,648

 

Total Segment Assets

 

 

168,602

 

 

 

139,137

 

  Unallocated Corporate

 

 

54,133

 

 

 

86,012

 

Total Assets

 

 

222,735

 

 

 

225,149

 

 

(1) Other segment items primarily include various third party expenses, banking fees, depreciation and amortization, supplies, and commissions.

(2) Activity for the Rebecca Taylor and Parker reconciling item for fiscal 2024 primarily consists of the gain recognized on the sale of Rebecca Taylor. See Note 2 "Recent Transactions" for further information.

(3) Activity for Rebecca Taylor and Parker reconciling item for fiscal 2023 consisted of $191 of sales through wholesale distribution channels of residual revenue contracted prior to the sale of the Rebecca Taylor tradename. In addition, activity also 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.

(4) Unallocated corporate includes the goodwill impairment charge of $31,973 for fiscal 2024 and the $32,043 gain related to the sale of the Vince intellectual property and certain related ancillary assets for fiscal 2023. See Note 3 "Goodwill and Intangible Assets" and Note 2 "Recent Transactions" for further information.

* Cost of Products Sold for fiscal 2024 includes royalty expenses of $10,106 and $3,857 for the Wholesale and Direct-to-consumer segments, respectively. Cost of Products Sold for fiscal 2023 includes royalty expenses of $6,388 and $3,098 for the Wholesale and Direct-to-consumer segments, respectively.

The Company is domiciled in the U.S. and as of February 1, 2025, 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.
v3.25.1
Related Party Transactions
 12 Months Ended
Feb. 01, 2025
Related Party Transactions [Abstract]  
Related Party Transactions

Note 14. Related Party Transactions

Operating Agreement

On May 25, 2023, V Opco 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 V Opco. See Note 2 "Recent Transactions" for further information. During fiscal 2024 and 2023, the Company received $3,395 and $1,341, respectively, of cash distributions under the Operating Agreement.

License Agreement

On May 25, 2023, V Opco and ABG Vince entered into the License Agreement, whereby V Opco 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 2024 and 2023, the Company paid $10,811 and $6,945 under the License Agreement. As of February 1, 2025 and February 3, 2024, $3,513 and $361, respectively, of accrued royalty expense was included within Other accrued expenses on the Consolidated Balance Sheets.

P180 Expense Reimbursement

In connection with the P180 Acquisition, P180 agreed to reimburse the Company for certain fees and expenses incurred in connection with such transactions, including the Company’s legal fees as well as the consent fee to BofA. As of February 1, 2025, the Company had recorded approximately $614 of outstanding reimbursements with P180, which are included in Trade receivables.

CaaStle Platform Services

On September 7, 2018, V Opco and CaaStle Inc. (“CaaStle”) entered into a platform services agreement, whereby CaaStle provided logistical services for the Company's Vince Unfold clothing rental service. The agreement was amended on November 1, 2024. Prior to the P180 Acquisition, CaaStle was an unrelated party to the Company. Due to CaaStle’s relationship with P180, as a result of the P180 Acquisition, CaaStle is considered a related party to the Company as of February 1, 2025. Subsequently, due to organizational changes at CaaStle and P180, CaaStle is no longer considered a related party to the Company.

During fiscal 2024, the Company recognized $1,106 of net sales, $38 of cost of products sold and $625 of SG&A expenses from the arrangement. During fiscal 2023, the Company recognized $2,810 of net sales, $1,299 of cost of products sold, and $1,288 of SG&A expenses from the arrangement. As of February 1, 2025 and February 3, 2024, $24 and $189 of outstanding amounts due from CaaStle were included in Trade receivables on the Consolidated Balance Sheets.

On April 24, 2025, the Company terminated the Vince Unfold program and the platform services agreement in its entirety.

Third Lien Credit Agreement

On December 11, 2020, V Opco entered into the $20,000 Third Lien Credit Facility pursuant to the Third Lien Credit Agreement, by and among V Opco, as the borrower, SK Financial, as agent and lender, and other lenders from time-to-time party thereto. 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. SK Financial is an affiliate of Sun Capital, whose affiliates, prior to the P180 Acquisition, owned approximately 67% of the Company's common stock. Subsequent to the P180 Acquisition, SK Financial is no longer a related party.

See Note 2 "Recent Transactions" and Note 5 "Long-Term Debt and Financing Arrangements" for additional information.

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 2024 and fiscal 2023, the Company incurred expenses of $37 and $10, respectively, under the Sun Capital Consulting Agreement. Subsequent to the P180 Acquisition, Sun Capital is no longer a related party and the agreement is no longer operative per the terms thereof. See Note 2 "Recent Transactions" for additional information.

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 are expected to constitute a majority of each committee of the Company’s Board of Directors (other than the Audit Committee), and the chairperson of each of the committees (other than the Audit Committee) is expected to 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.

 

Second and Third Amended and Restated Bylaws

On January 22, 2025, the Board approved an amendment and restatement of the Company’s bylaws (the “Second Amended and Restated Bylaws”) to provide P180, following the P180 Acquisition, with the right to designate (i) a majority of the directors of the Board, (ii) the Chairman of the Board, and (iii) the chairman of each committee of the Board, in each case for so long as P180 continues to beneficially own at least thirty percent (30%) of the Company’s outstanding common stock. Subsequently, on April 4, 2025, the Board approved an amendment and restatement of the Second Amended and Restated Bylaws to remove such rights granted to P180 under the Second Amended and Restated Bylaws.
v3.25.1
Schedule II Valuation and Qualifying Accounts
 12 Months Ended
Feb. 01, 2025
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, net of Recoveries

 

 

End of Period

 

Sales Allowances

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2024

 

$

(5,210

)

 

$

(47,278

)

 

$

45,634

 

 

$

(6,854

)

Fiscal 2023

 

 

(8,106

)

 

 

(48,854

)

 

 

51,750

 

 

 

(5,210

)

Allowance for Doubtful Accounts

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2024

 

 

(377

)

 

 

(9

)

 

 

51

 

 

 

(335

)

Fiscal 2023

 

 

(759

)

 

 

(104

)

 

 

486

 

 

 

(377

)

Valuation Allowances on Deferred Income Taxes

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal 2024

 

 

(125,913

)

 

 

72,519

 

 *

 

—

 

 

 

(53,394

)

Fiscal 2023

 

 

(138,490

)

 

 

12,577

 

 **

 

—

 

 

 

(125,913

)

 

 

 

 

 

 

 

 

 

 

 

 

 


* Includes reversal of valuation allowance associated with the P180 Acquisition and the sale of Rebecca Taylor. See Note 2 "Recent Transactions" to the Consolidated Financial Statements in this Annual Report for additional information on the P180 Acquisition.
**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.

 
v3.25.1
Description of Business and Summary of Significant Accounting Policies (Policies)
 12 Months Ended
Feb. 01, 2025
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, V Opco, LLC (formerly, Vince, LLC) ("V Opco"), a wholly-owned subsidiary of the Company, entered into a License Agreement (the "License Agreement") with ABG-Vince LLC, which provides V Opco 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. On May 3, 2024, V Opco completed the sale of all outstanding shares of Rebecca Taylor, Inc., which held the Rebecca Taylor business prior to the wind down, to Nova Acquisitions, LLC. 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.

On January 22, 2025, P180, a venture focused on accelerating growth and profitability in the luxury apparel sector, acquired a majority stake in the Company (the “P180 Acquisition”) from affiliates of Sun Capital Partners, Inc. (collectively, “Sun Capital”). Simultaneously with the P180 Acquisition, V Opco amended its existing credit agreement with Bank of America, N.A. (“BofA”). The amendment consented to, among other things, the change in control in connection with the P180 Acquisition, as well as a partial pay down of the subordinated debt with SK Financial Services, LLC, an affiliate of Sun Capital, through increased borrowings under the credit agreement with BofA. On the same day, V Opco paid $15,000 to SK Financial Services, LLC using proceeds from the credit facility, which resulted in a pay-down of $20,000 of the subordinated debt (the “Sun Debt Paydown”).

In addition, in connection with the P180 Acquisition, P180 acquired and assumed $7,000 of the loans outstanding pursuant to the subordinated debt and immediately thereafter cancelled such $7,000 (the “P180 Debt Forgiveness”). Following the Sun Debt Paydown and P180 Debt Forgiveness, the outstanding principal amount of subordinated debt was reduced by approximately $27,000 with $7,500 remaining outstanding, which will continue to accrue payment-in-kind interest in accordance with, and otherwise be subject to, the terms and conditions therein. 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 1, 2025. 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 2024" or "fiscal 2024" refer to the fiscal year ended February 1, 2025; and
•
References to "fiscal year 2023" or "fiscal 2023" refer to the fiscal year ended February 3, 2024.

Fiscal year 2024 consisted of a 52-week period and fiscal year 2023 consisted of a 53-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.

The Company’s future financial results may be subject to substantial fluctuations, and may be impacted by business conditions and macroeconomic factors, particularly in light of the recently implemented tariffs . While we expect to meet our monthly Excess Availability (as defined in the 2023 Revolving Credit Facility Agreement) covenant and believe that our other sources of liquidity will generate sufficient cash flows to meet our obligations for the next twelve months from the date these financial statements are issued, the foregoing expectation is dependent on a number of factors, including, among others, our ability to generate sufficient cash flow from a combination of tariff mitigating initiatives, our ongoing ability to manage our operating obligations, the ability of our partners to satisfy their payment obligations to us when due, the results of the currently ongoing inventory valuation and potential borrowing restrictions imposed by our lenders based on their credit judgment, all of which could be significantly and negatively impacted by the recently implemented and new retaliatory and/or reciprocal tariffs, as well as changing trade policies between the U.S. and its trading partners, in addition to other macroeconomic factors. Any material negative impact from these factors or others could require us to implement alternative plans to satisfy our liquidity needs which may be unsuccessful. In the event that we are unable to timely service our debt, meet other contractual payment obligations or fund our other liquidity needs, we may need to refinance all or a portion of our indebtedness before maturity, seek waivers of or amendments to our contractual obligations for payment, reduce or delay scheduled expansions and capital expenditures, liquidate inventory through additional discounting, sell material assets or operations, or seek other financing opportunities. There can be no assurance that these options would be readily available to us and our inability to address our liquidity needs could materially and adversely affect our operations and jeopardize our business, financial condition and results of operations.
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 2024 and 2023, sales to one wholesale partner accounted for more than ten percent of the Company's net sales. Sales to this partner represented 26% of fiscal 2024 net sales and 20% of fiscal 2023 net sales.

Two wholesale partners represented greater than ten percent of the Company's gross accounts receivable balances as of the end of both fiscal 2024 and fiscal 2023. One partner represented 32% and 36% as of February 1, 2025 and February 3, 2024, respectively, and the other represented 24% and 22% as of February 1, 2025 and February 3, 2024, respectively. In addition, another wholesale partner represented greater than ten percent of the Company's gross accounts receivable balance as of February 1, 2025, with 14% 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 consist of finished goods. As of February 1, 2025 and February 3, 2024 finished goods, net of reserves were $59,146 and $58,777, respectively.

The Company has three major suppliers that accounted for approximately 16%, 16% and 13%, respectively, of inventory purchases for fiscal 2024. In fiscal 2023, the Company had two major suppliers that accounted for approximately 18% and 17%, respectively, of inventory purchases. Amounts due to these suppliers were $4,021 as of February 1, 2025 and $1,509 as of February 3, 2024, 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 1,

 

 

February 3,

 

(in thousands)

 

2025

 

 

2024

 

Leasehold improvements

 

$

30,009

 

 

$

32,694

 

Furniture, fixtures and equipment

 

 

9,716

 

 

 

9,748

 

Capitalized software

 

 

14,696

 

 

 

14,775

 

Construction in process

 

 

1,026

 

 

 

585

 

Total property and equipment

 

 

55,447

 

 

 

57,802

 

Less: accumulated depreciation

 

 

(48,069

)

 

 

(50,830

)

Property and equipment, net

 

$

7,378

 

 

$

6,972

 

Depreciation expense was $3,887 and $4,692 for fiscal 2024 and fiscal 2023, 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 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 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.

There were no impairment charges during fiscal 2024 and 2023.
Goodwill and Other Intangible Assets

(K) Goodwill and Other Intangible Assets: Goodwill is 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 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. 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 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.

An entity may pass on performing the qualitative assessment for a reporting unit and directly perform the quantitative assessment. An entity may resume performing a qualitative assessment in subsequent periods.

Determining the fair value of goodwill is judgmental in nature and requires the use of significant estimates and assumptions, including, when a discounted cash flows method is used, estimates of projected revenues, EBITDA margins, long-term growth rates, working capital, and discount rates. 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 that the effect of such changes could be material.

In fiscal 2024, the Company performed its annual impairment test during the fourth quarter. Concurrent with the performance of the annual impairment test, the P180 Acquisition was consummated. As the P180 Acquisition represented a change of control transaction with an unrelated third party, the fair value of the Company’s Vince Wholesale reporting unit was estimated based on the transaction price of the P180 Acquisition. The estimated fair value of the Company implied by the P180 Acquisition was allocated to the Company’s reporting units, Vince Wholesale and Vince Direct-to-consumer, using a market-based approach, considering the relative contributions of each reporting unit to the Company as well as appropriate valuation multiples for each reporting unit relative to the implied P180 Acquisition multiple. The results of the quantitative test determined that the fair value of the Vince Wholesale reporting unit was below its carrying value by an amount greater than its total goodwill balance and as a result, the Company recorded a goodwill impairment charge of $31,973 to write-off the goodwill for the Vince Wholesale reporting unit. The charge was recorded within Impairment of goodwill on the Consolidated Statements of Operations and Comprehensive Income (Loss) during the fourth quarter of fiscal 2024.

In fiscal 2023, 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. Goodwill was $31,973 as of February 3, 2024.

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 certain recent leases are subject to shorter terms as a result of the implementation of the strategy to pursue shorter lease terms when evaluating certain markets, 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 1, 2025 and February 3, 2024, the contract liability was $1,544 and $1,628, respectively. In fiscal 2024, the Company recognized $265 of revenue that was previously included in the contract liability as of February 3, 2024.

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 $12,532 and $11,843 in fiscal 2024 and fiscal 2023, respectively. At February 1, 2025 and February 3, 2024, deferred production expenses associated with company-directed advertising were $792 and $698, 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 November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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 Company adopted this pronouncement in fiscal 2024 and retrospectively to all prior periods using the significant segment expense categories identified. The impact of the adoption of the amendments in this update was not material to the Company’s financial position and results of operations, as the requirements impact only segment reporting disclosures in the footnotes to the Company’s financial statements.

Recently Issued Accounting Pronouncements

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, 2024, 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 November 2024, the FASB issued ASU No. 2024-03: Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. The ASU is intended to improve disclosures about a public business entity's expenses, primarily through additional disaggregation of income statement expenses. The FASB further clarified the effective date in January 2025 with the issuance of ASU 2025-01: Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Clarifying the Effective Date. The ASU is effective for fiscal years beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The requirements of the ASU will be applied prospectively with the option for retrospective application. We are currently evaluating the ASU to determine the impact on the Company's disclosures.
v3.25.1
Description of Business and Summary of Significant Accounting Policies (Tables)
 12 Months Ended
Feb. 01, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of Property and Equipment Property and equipment consisted of the following:

 

 

 

February 1,

 

 

February 3,

 

(in thousands)

 

2025

 

 

2024

 

Leasehold improvements

 

$

30,009

 

 

$

32,694

 

Furniture, fixtures and equipment

 

 

9,716

 

 

 

9,748

 

Capitalized software

 

 

14,696

 

 

 

14,775

 

Construction in process

 

 

1,026

 

 

 

585

 

Total property and equipment

 

 

55,447

 

 

 

57,802

 

Less: accumulated depreciation

 

 

(48,069

)

 

 

(50,830

)

Property and equipment, net

 

$

7,378

 

 

$

6,972

 
v3.25.1
Goodwill and Intangible Assets (Tables)
 12 Months Ended
Feb. 01, 2025
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

 

 

Total Net Goodwill

 

Balance as of February 3, 2024

 

$

31,973

 

 

$

—

 

 

$

31,973

 

Impairment charges

 

 

(31,973

)

 

 

—

 

 

 

(31,973

)

Balance as of February 1, 2025

 

$

—

 

 

$

—

 

 

$

—

 
v3.25.1
Fair Value Measurements (Tables)
 12 Months Ended
Feb. 01, 2025
Fair Value Disclosures [Abstract]  
Summary of Non-Financial Assets Measured at Fair Value on Nonrecurring Basis

The following table presents the non-financial assets of the Company measured at fair value on a non-recurring basis in fiscal 2024, 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)

 

February 1, 2025

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

February 1, 2025

 

 

Goodwill

 

$

—

 

 

$

—

 

 

$

—

 

 

$

—

 

 

$

31,973

 

(1)

(1) Recorded within Impairment of goodwill on the Consolidated Statements of Operations and Comprehensive Income (Loss).
v3.25.1
Long-Term Debt and Financing Arrangements (Tables)
 12 Months Ended
Feb. 01, 2025
Debt Instrument [Line Items]  
Summary of Debt Obligations

Debt obligations consisted of the following:

 

 

February 1,

 

 

February 3,

 

(in thousands)

 

2025

 

 

2024

 

Long-term debt:

 

 

 

 

 

 

Revolving Credit Facilities

 

$

11,413

 

 

$

14,227

 

Third Lien Credit Facility

 

 

7,743

 

 

 

29,982

 

Total debt principal

 

 

19,156

 

 

 

44,209

 

Less: deferred financing costs

 

 

—

 

 

 

259

 

Total long-term debt

 

$

19,156

 

 

$

43,950

 
v3.25.1
Share-Based Compensation (Tables)
 12 Months Ended
Feb. 01, 2025
Share-Based Payment Arrangement [Abstract]  
Schedule of Restricted Stock Units Activity

A summary of restricted stock unit activity for fiscal 2024 is as follows:

 

 

Restricted Stock Units

 

 

Weighted Average Grant Date Fair Value

 

Non-vested restricted stock units at February 3, 2024

 

 

474,103

 

 

$

7.07

 

Granted

 

 

369,658

 

 

$

1.67

 

Vested

 

 

(394,100

)

 

$

6.18

 

Forfeited

 

 

(83,262

)

 

$

8.57

 

Non-vested restricted stock units at February 1, 2025

 

 

366,399

 

 

$

2.25

 
v3.25.1
(Loss) Earnings Per Share (Tables)
 12 Months Ended
Feb. 01, 2025
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

 

 

 

2024

 

 

2023

 

Weighted-average shares—basic

 

 

12,579,588

 

 

 

12,442,781

 

Effect of dilutive equity securities

 

 

—

 

 

 

35,434

 

Weighted-average shares—diluted

 

 

12,579,588

 

 

 

12,478,215

 
v3.25.1
Income Taxes (Tables)
 12 Months Ended
Feb. 01, 2025
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)

2024

 

 

 

2023

 

Current:

 

 

 

 

 

 

 

Domestic:

 

 

 

 

 

 

Federal

$

103

 

 

 

$

—

 

State

 

508

 

 

 

 

514

 

Foreign

 

29

 

 

 

 

29

 

Total current

 

640

 

 

 

 

543

 

Deferred:

 

 

 

 

 

 

Domestic:

 

 

 

 

 

 

Federal

 

(1,854

)

 

 

 

(2,017

)

State

 

(2,428

)

 

 

 

(2,004

)

Foreign

 

—

 

 

 

 

—

 

Total deferred

 

(4,282

)

 

 

 

(4,021

)

Total benefit for income taxes

$

(3,642

)

 

 

$

(3,478

)
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

 

 

2024

 

 

 

2023

 

Statutory federal rate

 

21.0

%

 

 

 

 

21.0

%

State taxes, net of federal benefit

 

(80.4

)%

 

 

 

12.0

%

NOL Adjustments

 

(267.3

)%

 

 

 

6.7

%

Sale of Rebecca Taylor

 

40.7

%

 

 

 

0.0

%

Release of uncertain tax provision

 

2.2

%

 

 

 

0.0

%

Cancellation of Debt Income

 

(6.1

)%

 

 

 

0.0

%

Deferred Adjustments

 

(2.9

)%

 

 

 

3.6

%

Valuation allowance

 

310.2

%

 

 

 

(61.3

)%

Return to provision adjustment

 

(1.1

)%

 

 

 

0.2

%

Transaction Costs

 

(0.6

)%

 

 

 

0.0

%

Non-deductible Officers Compensation

 

0.0

%

 

 

 

0.3

%

Rate Differential on Foreign Income

 

0.0

%

 

 

 

0.4

%

Other

 

(0.1

)%

 

 

 

0.1

%

Total

 

15.6

%

 

 

 

(17.0

)%
Schedule of Deferred Income Tax Assets and Liabilities

Deferred income tax assets and liabilities consisted of the following:

 

February 1,

 

 

February 3,

 

(in thousands)

2025

 

 

2024

 

Deferred tax assets:

 

 

 

 

 

Depreciation and amortization

$

2,221

 

 

$

2,706

 

Employee related costs

 

1,495

 

 

 

426

 

Allowance for asset valuations

 

1,670

 

 

 

1,664

 

Accrued expenses

 

213

 

 

 

317

 

Lease liability

 

27,140

 

 

 

22,601

 

Net operating losses

 

44,450

 

 

 

122,382

 

Tax credits

 

92

 

 

 

92

 

Interest expense

 

5,110

 

 

 

5,428

 

Other

 

322

 

 

 

288

 

Total deferred tax assets

 

82,713

 

 

 

155,904

 

Less: valuation allowances

 

(53,394

)

 

 

(125,913

)

Net deferred tax assets

 

29,319

 

 

 

29,991

 

Deferred tax liabilities:

 

 

 

 

 

Indefinite lived intangibles

 

—

 

 

 

(8,584

)

ROU assets

 

(23,869

)

 

 

(19,548

)

Equity method investment

 

(6,081

)

 

 

(6,772

)

Total deferred tax liabilities

 

(29,950

)

 

 

(34,904

)

Net deferred tax (liability) asset

$

(631

)

 

$

(4,913

)

Included in:

 

 

 

 

 

Deferred income tax asset

$

—

 

 

$

—

 

Deferred income tax liability

 

(631

)

 

 

(4,913

)

Net deferred tax liability

$

(631

)

 

$

(4,913

)

 

 

 
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)

2024

 

 

2023

 

Beginning balance

$

556

 

 

$

556

 

Decreases for tax positions in prior years

 

(556

)

 

 

—

 

Ending balance

$

—

 

 

$

556

 

 

 

 

 

 

 
v3.25.1
Leases (Tables)
 12 Months Ended
Feb. 01, 2025
Leases [Abstract]  
Summary of Lease Cost The Company's lease cost is comprised of the following:

 

 

 

Fiscal Year

 

(in thousands)

 

2024

 

 

2023

 

Operating lease cost

 

$

22,372

 

 

$

18,482

 

Variable operating lease cost

 

 

270

 

 

 

390

 

Sublease income

 

 

(289

)

 

 

—

 

Total lease cost

 

$

22,353

 

 

$

18,872

 
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)

 

2024

 

 

2023

 

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

 

 

 

 

 

 

Operating cash flows from operating leases

 

$

24,080

 

 

$

24,766

 

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

 

 

36,791

 

 

 

22,972

 
Summary of Future Maturity of Lease Liabilities

As of February 1, 2025, the future maturity of lease liabilities are as follows:

 

 

 

 

 

February 1,

 

(in thousands)

 

 

 

2025

 

Fiscal 2025

 

 

 

$

22,466

 

Fiscal 2026

 

 

 

 

20,155

 

Fiscal 2027

 

 

 

 

17,004

 

Fiscal 2028

 

 

 

 

16,610

 

Fiscal 2029

 

 

 

 

15,832

 

Thereafter

 

 

 

 

39,608

 

Total lease payments

 

 

 

 

131,675

 

Less: Imputed interest

 

 

 

 

(28,470

)

Total operating lease liabilities

 

 

 

$

103,205

 
v3.25.1
Segment and Geographical Financial Information (Tables)
 12 Months Ended
Feb. 01, 2025
Segment Reporting [Abstract]  
Summary of Reportable Segments Information

A summary of financial information by reportable segment is as follows:

 

(in thousands)

 

Vince Wholesale

 

 

Vince Direct-to-consumer

 

 

Total

 

Fiscal Year 2024

 

 

 

 

 

 

 

 

 

Net Sales

 

$

165,349

 

 

$

128,103

 

 

$

293,452

 

 

 

 

 

 

 

 

 

 

 

Cost of Products Sold*

 

 

98,800

 

 

 

49,473

 

 

 

148,273

 

Staff and Personnel

 

 

4,218

 

 

 

23,796

 

 

 

28,014

 

Occupancy

 

 

380

 

 

 

26,115

 

 

 

26,495

 

Marketing and advertising

 

 

547

 

 

 

9,420

 

 

 

9,967

 

Other segment items(1)

 

 

3,499

 

 

 

16,329

 

 

 

19,828

 

Total segment income before income taxes and equity in net income of equity method investment

 

 

57,905

 

 

 

2,970

 

 

 

60,875

 

Unallocated Corporate(4)

 

 

 

 

 

 

 

 

(91,909

)

Rebecca Taylor and Parker(2)

 

 

 

 

 

 

 

 

7,633

 

Total loss before income taxes and equity in net income of equity method investment

 

 

 

 

 

 

 

$

(23,401

)

 

 

 

 

 

 

 

 

 

 

Fiscal Year 2023

 

 

 

 

 

 

 

 

 

Total Segment Net Sales

 

$

149,603

 

 

$

143,096

 

 

$

292,699

 

Rebecca Taylor and Parker(3)

 

 

 

 

 

 

 

 

191

 

Total Net Sales

 

 

 

 

 

 

 

 

292,890

 

 

 

 

 

 

 

 

 

 

 

Cost of Products Sold*

 

 

97,742

 

 

 

61,856

 

 

 

159,598

 

Staff and Personnel

 

 

3,860

 

 

 

26,400

 

 

 

30,260

 

Occupancy

 

 

249

 

 

 

23,223

 

 

 

23,472

 

Marketing and advertising

 

 

805

 

 

 

9,147

 

 

 

9,952

 

Other segment items(1)

 

 

3,531

 

 

 

16,696

 

 

 

20,227

 

Total segment income before income taxes and equity in net income of equity method investment

 

 

43,416

 

 

 

5,774

 

 

 

49,190

 

Unallocated Corporate(4)

 

 

 

 

 

 

 

 

(31,127

)

Rebecca Taylor and Parker(3)

 

 

 

 

 

 

 

 

2,443

 

Total income before income taxes and equity in net income of equity method investment

 

 

 

 

 

 

 

$

20,506

 

 

 

 

 

Fiscal Year

 

 

 

2024

 

 

2023

 

Depreciation and Amortization:

 

 

 

 

 

 

  Vince Wholesale

 

$

119

 

 

$

248

 

  Vince Direct-to-Consumer

 

 

3,005

 

 

 

2,931

 

Total Segment Depreciation and Amortization

 

 

3,124

 

 

 

3,179

 

  Unallocated Corporate

 

 

882

 

 

 

1,760

 

Total Depreciation and Amortization

 

 

4,006

 

 

 

4,939

 

 

 

 

 

 

 

 

Capital Expenditures:

 

 

 

 

 

 

  Vince Wholesale

 

 

530

 

 

 

127

 

  Vince Direct-to-Consumer

 

 

3,274

 

 

 

1,191

 

Total Segment Capital Expenditures

 

 

3,804

 

 

 

1,318

 

  Unallocated Corporate

 

 

428

 

 

 

142

 

Total Capital Expenditures

 

 

4,232

 

 

 

1,460

 

 

 

 

 

 

 

 

Total Assets:

 

 

 

 

 

 

  Vince Wholesale

 

 

68,488

 

 

 

51,489

 

  Vince Direct-to-Consumer

 

 

100,114

 

 

 

87,648

 

Total Segment Assets

 

 

168,602

 

 

 

139,137

 

  Unallocated Corporate

 

 

54,133

 

 

 

86,012

 

Total Assets

 

 

222,735

 

 

 

225,149

 

 

(1) Other segment items primarily include various third party expenses, banking fees, depreciation and amortization, supplies, and commissions.

(2) Activity for the Rebecca Taylor and Parker reconciling item for fiscal 2024 primarily consists of the gain recognized on the sale of Rebecca Taylor. See Note 2 "Recent Transactions" for further information.

(3) Activity for Rebecca Taylor and Parker reconciling item for fiscal 2023 consisted of $191 of sales through wholesale distribution channels of residual revenue contracted prior to the sale of the Rebecca Taylor tradename. In addition, activity also 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.

(4) Unallocated corporate includes the goodwill impairment charge of $31,973 for fiscal 2024 and the $32,043 gain related to the sale of the Vince intellectual property and certain related ancillary assets for fiscal 2023. See Note 3 "Goodwill and Intangible Assets" and Note 2 "Recent Transactions" for further information.

* Cost of Products Sold for fiscal 2024 includes royalty expenses of $10,106 and $3,857 for the Wholesale and Direct-to-consumer segments, respectively. Cost of Products Sold for fiscal 2023 includes royalty expenses of $6,388 and $3,098 for the Wholesale and Direct-to-consumer segments, respectively.

v3.25.1
Description of Business and Summary of Significant Accounting Policies - Additional Information (Detail)
 12 Months Ended
Jan. 22, 2025
USD ($)
Feb. 01, 2025
USD ($)
Supplier
Customer
Feb. 03, 2024
USD ($)
Customer
Description Of Business And Summary Of Significant Accounting Policies [Line Items]      
Proceeds from the credit facility   $ 211,213,000 $ 245,116,000
Payment for revolving credit facility     29,378,000
Principal of remaining outstanding   19,156,000 44,209,000
Finished goods, net of reserves   $ 59,146,000 58,777,000
Number of major suppliers | Supplier   3  
Amounts due to suppliers included in accounts payable   $ 4,021,000 1,509,000
Depreciation expense   3,887,000 4,692,000
Impairment of long-lived assets   0 0
Goodwill   0 31,973,000
Goodwill impairment charge   $ 31,973,000 [1] 0
Initial terms of operating leases   10 years  
Contract liability   $ 1,544,000 1,628,000
Revenue recognized included in contract liability   265,000  
Marketing and advertising expense   $ 12,532,000 11,843,000
Change in Accounting Principle, Accounting Standards Update, Adopted [true false]   true  
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false]   true  
Accounting Standards Update [Extensible Enumeration]   us-gaap:AccountingStandardsUpdate202307Member  
Advertising [Member]      
Description Of Business And Summary Of Significant Accounting Policies [Line Items]      
Deferred production expenses associated with company-directed advertising   $ 792,000 $ 698,000
Major Suppliers [Member]      
Description Of Business And Summary Of Significant Accounting Policies [Line Items]      
Percentage of inventory purchases   16.00% 18.00%
Major Supplier One [Member]      
Description Of Business And Summary Of Significant Accounting Policies [Line Items]      
Percentage of inventory purchases   16.00% 17.00%
Major Supplier Two [Member]      
Description Of Business And Summary Of Significant Accounting Policies [Line Items]      
Percentage of inventory purchases   13.00%  
P180 Vince Acquisition Co. [Member]      
Description Of Business And Summary Of Significant Accounting Policies [Line Items]      
Remaining outstanding balance owed $ 7,000,000    
Debt forgiveness 7,000,000    
Wholesale [Member] | Vince [Member]      
Description Of Business And Summary Of Significant Accounting Policies [Line Items]      
Goodwill   $ 0 $ 31,973,000
Goodwill impairment charge   $ 31,973,000  
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
Subordinated Debt      
Description Of Business And Summary Of Significant Accounting Policies [Line Items]      
Proceeds from the credit facility 15,000,000    
Payment for revolving credit facility 20,000,000    
Subordinated debt reduced amount 27,000,000    
Principal of remaining outstanding $ 7,500,000    
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   26.00% 20.00%
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   14.00%  
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   32.00% 36.00%
Other 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   24.00% 22.00%
[1]

(1) Recorded within Impairment of goodwill on the Consolidated Statements of Operations and Comprehensive Income (Loss).
v3.25.1
Description of Business and Summary of Significant Accounting Policies - Schedule of Property and Equipment (Detail) - USD ($)
$ in Thousands
Feb. 01, 2025
Feb. 03, 2024
Property And Equipment [Line Items]    
Total property and equipment $ 55,447 $ 57,802
Less: accumulated depreciation (48,069) (50,830)
Property and equipment, net 7,378 6,972
Leasehold Improvements [Member]    
Property And Equipment [Line Items]    
Total property and equipment 30,009 32,694
Furniture, Fixtures and Equipment [Member]    
Property And Equipment [Line Items]    
Total property and equipment 9,716 9,748
Capitalized Software [Member]    
Property And Equipment [Line Items]    
Total property and equipment 14,696 14,775
Construction in Process [Member]    
Property And Equipment [Line Items]    
Total property and equipment $ 1,026 $ 585
v3.25.1
Recent Transactions - Additional Information (Detail)
 12 Months Ended
Feb. 01, 2025
USD ($)
shares
Jan. 22, 2025
USD ($)
shares
May 25, 2023
USD ($)
Store
Feb. 17, 2023
USD ($)
Feb. 01, 2025
USD ($)
Feb. 03, 2024
USD ($)
Jan. 21, 2025
Apr. 21, 2023
USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                
Gain on sale of subsidiary         $ 7,634,000      
Proceeds from sale of intangible assets           $ 77,525,000    
Gain on sale of intangible assets           32,808,000    
Transaction related costs, incurred to acquire the investment           525,000    
Payment for term loan           29,378,000    
Repayment of borrowings           29,378,000    
Gain upon extinguishment           (3,136,000)    
Sun Capital [Member]                
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                
Ownership percentage of common stock   10.00%         67.00%  
ABG Vince [Member]                
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                
Transaction related costs of asset sale           5,555,000    
Transaction related costs, incurred to acquire the investment           525,000    
Intellectual property assets carrying amount     $ 69,957,000          
Impairment of investment         0 0    
Term Loan Credit Facility [Member]                
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                
Payment for term loan     28,724,000          
Repayment of borrowings     $ 28,724,000          
2023 Revolving Credit Agreement [Member]                
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                
Remaining outstanding balance owed $ 39,820,000       39,820,000      
Rebecca Taylor Inc [Member]                
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                
Gain on sale of subsidiary         7,634,000      
Rebecca Taylor Inc [Member] | Wind-down [Member]                
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                
Net benefit from release of rebecca taylor liabilities         0 1,750,000    
BCI Brands [Member]                
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                
Proceeds from sale of intangible assets       $ 1,025,000        
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           765,000    
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       838,000        
Repayment of borrowings       $ 838,000        
V Opco [Member]                
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                
Gain on sale of intangible assets           $ 32,043,000    
V Opco [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     $ 11,000,000          
V Opco [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     $ 25,500,000          
V Opco [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               $ 76,500,000
Cash consideration received upon closing of asset sale     $ 76,500,000          
P180 Vince Acquisition Co. [Member]                
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                
Common stock shares held back have been forfeited | shares 252,587              
Debt forgiveness   $ 7,000,000            
Financing costs incurred   458,000            
New debt instrument at fair value   7,713,000            
Gain upon extinguishment   $ 11,575,000            
P180 Vince Acquisition Co. [Member] | Sun Capital [Member]                
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                
Acquired shares of common stock | shares   8,481,318            
Ownership percentage of common stock   67.00%            
Stock purchase transaction in cash   $ 19,800,000            
Common stock shares held back at closing | shares   1,262,933            
P180 Vince Acquisition Co. [Member] | 2023 Revolving Credit Agreement [Member]                
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                
Payment for term loan   $ 20,000,000            
Proceeds from additional borrowings   15,000,000            
Repayment of borrowings   20,000,000            
Third lien debt acquired from creditors   7,000,000            
Debt forgiveness   7,000,000            
Remaining outstanding balance   $ 7,500,000            
Financing costs incurred         $ 458,000      
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%
v3.25.1
Recent Transactions - Summary of Rebecca Taylor Wind - Down related charges (Benefits) (Details) - USD ($)
$ in Thousands
 12 Months Ended
Feb. 01, 2025
Feb. 03, 2024
Selling, general and administrative expenses:    
Total selling, general and administrative expenses [1] $ 138,016 $ 134,476
[1] Includes SG&A expenses of $625 and $1,288 for the years ended February 1, 2025 and February 3, 2024, respectively, which is with a related party.
v3.25.1
Goodwill and Intangible Assets - Summary of Goodwill Balances (Detail) - USD ($)
 12 Months Ended
Feb. 01, 2025
Feb. 03, 2024
Goodwill [Line Items]    
Beginning balance - Total Net Goodwill $ 31,973,000  
Impairment charges (31,973,000) [1] $ 0
Ending balance - Total Net Goodwill 0 31,973,000
Vince [Member] | Wholesale [Member]    
Goodwill [Line Items]    
Beginning balance - Total Net Goodwill 31,973,000  
Impairment charges (31,973,000)  
Ending balance - Total Net Goodwill $ 0 $ 31,973,000
[1]

(1) Recorded within Impairment of goodwill on the Consolidated Statements of Operations and Comprehensive Income (Loss).
v3.25.1
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($)
 12 Months Ended
Feb. 01, 2025
Feb. 03, 2024
Identifiable Intangible Assets [Line Items]    
Accumulated impairments goodwill $ 133,818,000 $ 101,845,000
Goodwill impairment charge 31,973,000 [1] 0
Amortization of identifiable intangible assets 0 $ 149,000
Vince [Member] | Wholesale [Member]    
Identifiable Intangible Assets [Line Items]    
Goodwill impairment charge $ 31,973,000  
[1]

(1) Recorded within Impairment of goodwill on the Consolidated Statements of Operations and Comprehensive Income (Loss).
v3.25.1
Fair Value Measurements - Additional Information (Detail) - USD ($)
Feb. 01, 2025
Feb. 03, 2024
Fair Value Disclosures [Abstract]    
Non-financial assets recognized at fair value $ 0 $ 0
Non-financial liabilities recognized at fair value 0 0
Principal of remaining outstanding $ 19,156,000 $ 44,209,000
v3.25.1
Fair Value Measurements - Summary of Non-Financial Assets Measured at Fair Value on Nonrecurring Basis (Detail) - USD ($)
 12 Months Ended
Feb. 01, 2025
Feb. 03, 2024
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]    
Goodwill $ 0 $ 31,973,000
Impairment of goodwill 31,973,000 [1] 0
Impairment of long-lived assets $ 0 $ 0
[1]

(1) Recorded within Impairment of goodwill on the Consolidated Statements of Operations and Comprehensive Income (Loss).
v3.25.1
Long-Term Debt and Financing Arrangements - Summary of Debt Obligations (Detail) - USD ($)
Feb. 01, 2025
Feb. 03, 2024
Dec. 11, 2020
Long-term debt:      
Total debt principal $ 19,156,000 $ 44,209,000  
Less: deferred financing costs 0 259,000  
Total long-term debt [1] 19,156,000 43,950,000  
Revolving Credit Facilities [Member]      
Long-term debt:      
Total debt principal 11,413,000 14,227,000  
Third Lien Credit Agreement [Member]      
Long-term debt:      
Total debt principal $ 7,743,000 $ 29,982,000 $ 20,000,000
[1] Includes Third Lien Credit Facility of $29,982 as of February 3, 2024, which was with a former related party.
v3.25.1
Long-Term Debt and Financing Arrangements - Additional Information (Detail) - USD ($)
$ in Thousands
 12 Months Ended 21 Months Ended
May 25, 2023
Sep. 07, 2021
Feb. 01, 2025
Feb. 03, 2024
May 24, 2023
Debt Instrument [Line Items]          
Principal of remaining outstanding     $ 19,156 $ 44,209  
Repayment of borrowings       29,378  
Term Loan Credit Facility [Member]          
Debt Instrument [Line Items]          
Principal of remaining outstanding   $ 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] | V Opco, 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] | V Opco, LLC [Member]          
Debt Instrument [Line Items]          
Write-off of remaining deferred financing costs       $ 828  
v3.25.1
Long-Term Debt and Financing Arrangements - Additional Information 1 (Detail)
$ in Thousands
 12 Months Ended
Jan. 22, 2025
USD ($)
Jan. 21, 2025
Jun. 23, 2023
USD ($)
Feb. 01, 2025
USD ($)
Feb. 03, 2024
USD ($)
Jan. 25, 2026
USD ($)
Jan. 24, 2026
USD ($)
2023 Revolving Credit Facility [Member]              
Line Of Credit Facility [Line Items]              
Amount available under the Revolving Credit Facility       $ 39,820      
Amount outstanding under the credit facility       11,413      
Letters of credit amount outstanding       $ 6,215      
Weighted average interest rate for borrowings outstanding       7.00%      
V Opco, LLC [Member] | SOFR [Member]              
Line Of Credit Facility [Line Items]              
Variable rate percentage     1.00%        
V Opco, 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%        
V Opco, 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%        
V Opco, LLC [Member] | 2023 Revolving Credit Facility [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%        
Financing costs incurred       $ 466 $ 1,150    
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.      
V Opco, LLC [Member] | 2023 Revolving Credit Facility [Member] | Pro Forma [Member]              
Line Of Credit Facility [Line Items]              
Proforma fixed charge coverage ratio     1        
Percentage of excess availability greater than loan     20.00%        
Pro forma excess availability     $ 15,000        
V Opco, LLC [Member] | 2023 Revolving Credit Facility [Member] | Federal Funds Rate [Member]              
Line Of Credit Facility [Line Items]              
Variable rate percentage     0.50%        
V Opco, LLC [Member] | 2023 Revolving Credit Facility [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]              
Line Of Credit Facility [Line Items]              
Variable rate percentage     2.00%        
V Opco, LLC [Member] | 2023 Revolving Credit Facility [Member] | Certain Specified Events of Default [Member]              
Line Of Credit Facility [Line Items]              
Line of credit facility percentage increase in interest rate in case of default     2.00%        
V Opco, LLC [Member] | 2023 Revolving Credit Facility [Member] | Financial Covenants [Member]              
Line Of Credit Facility [Line Items]              
Percentage of loan less than excess availability     10.00%        
Miminum excess availability     $ 7,500        
V Opco, LLC [Member] | Base Rate Loans [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]              
Line Of Credit Facility [Line Items]              
Variable rate percentage     1.25%        
V Opco, LLC [Member] | Base Rate Loans [Member] | Average Daily Excess Availability Is Less Than 33.3% Of Loan Cap [Member]              
Line Of Credit Facility [Line Items]              
Variable rate percentage     1.50%        
V Opco, LLC [Member] | Base Rate Loans [Member] | Average Daily Excess Availability is Greater Than 66.7% of Loan Cap [Member]              
Line Of Credit Facility [Line Items]              
Variable rate percentage     1.00%        
V Opco, LLC [Member] | First Amendment to 2023 Revolving Credit Facility [Member] | Pro Forma [Member]              
Line Of Credit Facility [Line Items]              
Proforma fixed charge coverage ratio 1   1        
V Opco, LLC [Member] | First Amendment to 2023 Revolving Credit Facility [Member] | Forecast [Member]              
Line Of Credit Facility [Line Items]              
Percentage of loan less than excess availability           20.00% 25.00%
Miminum excess availability           $ 15,000 $ 18,750
V Opco, LLC [Member] | First Amendment to 2023 Revolving Credit Facility [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]              
Line Of Credit Facility [Line Items]              
Variable rate percentage 2.50% 2.50%          
V Opco, LLC [Member] | First Amendment to 2023 Revolving Credit Facility [Member] | Base Rate [Member]              
Line Of Credit Facility [Line Items]              
Variable rate percentage 1.50% 1.50%          
P180 Vince Acquisition Co. [Member]              
Line Of Credit Facility [Line Items]              
Financing costs incurred $ 458            
P180 Vince Acquisition Co. [Member] | 2023 Revolving Credit Facility [Member]              
Line Of Credit Facility [Line Items]              
Financing costs incurred       $ 458      
v3.25.1
Long-Term Debt and Financing Arrangements - Additional Information 2 (Detail) - USD ($)
 12 Months Ended
Jan. 31, 2023
Feb. 01, 2025
Feb. 03, 2024
Apr. 21, 2023
Aug. 21, 2018
Line of Credit Facility [Line Items]          
Letters of credit remaining amount secured with restricted cash   $ 0      
2018 Revolving Credit Facility [Member] | V Opco, LLC [Member]          
Line of Credit Facility [Line Items]          
Maximum borrowing capacity         $ 80,000,000
Write-off of remaining deferred financing costs     $ 828,000    
Amended and Restated Revolving Credit Facility Agreement [Member] | V Opco, LLC [Member]          
Line of Credit Facility [Line Items]          
Additional Abl lender fee paid $ 125,000        
ABL Credit Agreement [Member] | 2018 Revolving Credit Facility [Member]          
Line of Credit Facility [Line Items]          
Debt instrument, maturity date   Jun. 30, 2024      
ABL Credit Agreement [Member] | Asset Sale Closing Date [Member]          
Line of Credit Facility [Line Items]          
Credit commitments       $ 70,000,000  
v3.25.1
Long-Term Debt and Financing Arrangements - Additional Information 3 (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Jan. 22, 2025
Jun. 23, 2023
Apr. 21, 2023
Dec. 11, 2020
Feb. 01, 2025
Feb. 03, 2024
Debt Instrument [Line Items]            
Principal of remaining outstanding         $ 19,156 $ 44,209
Payment for revolving credit facility           29,378
Gain upon extinguishment           $ (3,136)
Third Lien Credit Agreement [Member]            
Debt Instrument [Line Items]            
Principal of remaining outstanding       $ 20,000    
Deferred financing costs       $ 485    
Closing fee payable in kind         $ 400  
Third Lien Credit Agreement [Member] | Minimum [Member]            
Debt Instrument [Line Items]            
Variable rate percentage       2.00%    
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]       Interest Rate on Overdue Principal Amount [Member]    
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  
Sun Capital Partners Inc [Member] | Third Lien Credit Agreement [Member]            
Debt Instrument [Line Items]            
Aggregate ownership of equity securities         67.00%  
P180 Vince Acquisition Co. [Member]            
Debt Instrument [Line Items]            
Debt forgiveness $ 7,000          
Remaining outstanding balance owed 7,000          
Gain upon extinguishment 11,575          
P180 Vince Acquisition Co. [Member] | Third Lien Credit Agreement [Member]            
Debt Instrument [Line Items]            
Unamortized debt issuance costs         $ 179  
P180 Vince Acquisition Co. [Member] | Fifth Amendment to Third Lien Credit Agreement [Member]            
Debt Instrument [Line Items]            
New debt instrument at fair value 7,713          
Gain upon extinguishment 11,575          
2023 Revolving Credit Agreement [Member] | Fifth Amendment to Third Lien Credit Agreement [Member]            
Debt Instrument [Line Items]            
Payment for revolving credit facility 20,000          
2023 Revolving Credit Agreement [Member] | P180 Vince Acquisition Co. [Member]            
Debt Instrument [Line Items]            
Payment for revolving credit facility 20,000          
Debt forgiveness 7,000          
2023 Revolving Credit Agreement [Member] | P180 Vince Acquisition Co. [Member] | Fifth Amendment to Third Lien Credit Agreement [Member]            
Debt Instrument [Line Items]            
Principal of remaining outstanding 7,500          
Debt forgiveness 7,000          
Subordinated debt reduced amount 27,000          
Remaining outstanding balance owed 7,000          
2023 Revolving Credit Agreement [Member] | V Opco, LLC [Member]            
Debt Instrument [Line Items]            
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.  
2023 Revolving Credit Agreement [Member] | V Opco, LLC [Member] | SK Financial Services, LLC [Member] | Fifth Amendment to Third Lien Credit Agreement [Member]            
Debt Instrument [Line Items]            
Payment for revolving credit facility $ 15,000          
v3.25.1
Commitments and Contingencies - Additional Information (Detail) - USD ($)
$ in Thousands
May 25, 2023
Feb. 01, 2025
Other contractual cash obligations   $ 134,785
V Opco [Member] | Minimum [Member]    
Royalty expense $ 11,000  
v3.25.1
Share-Based Compensation - Additional Information (Detail) - USD ($)
 1 Months Ended 12 Months Ended
Sep. 30, 2020
May 31, 2018
Feb. 01, 2025
Feb. 03, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock options, outstanding     0 0
Stock options, vested     0 0
Stock options, exercisable     0 0
Stock options, granted     0  
Stock options, expirations or forfeitures     0  
Stock options, exercised     0  
Share-based compensation expense     $ 1,588,000 $ 1,541,000
Share-based compensation expense, related tax benefit     0 0
P180 Vince Acquisition Co. [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share-based compensation expense     751,000  
Non-employees [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share-based compensation expense     324,000 281,000
Restricted Stock Units (RSUs) [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Total fair value of restricted stock units vested     2,435,000 $ 1,815,000
Unrecognized compensation costs     $ 585,000  
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 [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Vesting period     4 years  
Stock options granted pursuant to the plan, description     typically vest in equal installments over four years, subject to the employees' continued employment and expire on the earlier of the tenth anniversary of the grant date or upon termination as outlined in the Vince 2013 Incentive Plan  
Vince 2013 Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Stock options granted pursuant to the plan, description     Restricted stock units ("RSUs") granted 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     13,034 16,905
Shares available for future issuance     30,636  
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     635,312  
Maximum [Member] | Vince 2013 Incentive Plan [Member] | Employee Stock Option [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share based compensation, award expiration period     10 years  
Maximum [Member] | Vince 2013 Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Vesting period     4 years  
Minimum [Member] | Vince 2013 Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Vesting period     3 years  
v3.25.1
Share-Based Compensation - Schedule of Restricted Stock Units Activity (Detail) - Restricted Stock Units (RSUs) [Member]
 12 Months Ended
Feb. 01, 2025
$ / shares
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Restricted Stock Units, Non-vested restricted stock units at February 3, 2024 | shares 474,103
Restricted Stock Units, Granted | shares 369,658
Restricted Stock Units, Vested | shares (394,100)
Restricted Stock Units, Forfeited | shares (83,262)
Restricted Stock Units, Non-vested restricted stock units at February 1, 2025 | shares 366,399
Weighted Average Grant Date Fair Value, Non-vested restricted stock units at February 3, 2024 | $ / shares $ 7.07
Weighted Average Grant Date Fair Value, Granted | $ / shares 1.67
Weighted Average Grant Date Fair Value, Vested | $ / shares 6.18
Weighted Average Grant Date Fair Value, Forfeited | $ / shares 8.57
Weighted Average Grant Date Fair Value, Non-vested restricted stock units at February 1, 2025 | $ / shares $ 2.25
v3.25.1
Defined Contribution Plan - Additional Information (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Feb. 01, 2025
Feb. 03, 2024
Retirement Benefits [Abstract]    
Defined contribution plans annual expense incurred $ 518 $ 514
v3.25.1
Stockholders' Equity - Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Thousands
 12 Months Ended
Oct. 03, 2024
Jun. 30, 2023
Feb. 01, 2025
Feb. 03, 2024
Sep. 21, 2021
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     12,758,852 12,506,556    
Common stock, shares outstanding     12,758,852 12,506,556    
Stock issued during period, shares     0      
Registration Statement [Member]            
Schedule Of Shareholders Equity [Line Items]            
Common stock, par value $ 0.01          
Authorized common stock shares available for sale from time to time in one or more offerings 10,000,000       3,000,000  
Offering price $ 2,925          
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      
Common stock value, available under offering     $ 2,925      
v3.25.1
(Loss) Earnings Per Share - Schedule of Reconciliation of Weighted Average Basic Shares to Weighted Average Diluted Shares Outstanding (Detail) - shares
 12 Months Ended
Feb. 01, 2025
Feb. 03, 2024
Earnings Per Share [Abstract]    
Weighted-average shares—basic 12,579,588 12,442,781
Effect of dilutive equity securities 0 35,434
Weighted-average shares—diluted 12,579,588 12,478,215
v3.25.1
(Loss) Earnings 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
v3.25.1
Income Taxes - Schedule of (benefit) Provision for Income Taxes (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Feb. 01, 2025
Feb. 03, 2024
Current:    
Federal $ 103 $ 0
State 508 514
Foreign 29 29
Total current 640 543
Deferred:    
Federal (1,854) (2,017)
State (2,428) (2,004)
Total deferred (4,282) (4,021)
Total benefit for income taxes $ (3,642) $ (3,478)
v3.25.1
Income Taxes - Additional Information (Detail) - USD ($)
 12 Months Ended
Feb. 01, 2025
Feb. 03, 2024
Income Tax Contingency [Line Items]    
Benefit for income taxes $ (3,642,000) $ (3,478,000)
Deferred tax expense (4,282,000) (4,021,000)
Current Tax Expense 640,000 543,000
Benefit for income taxes related to equity method investments 3,006,000 5,523,000
Provision for income taxes related to additional reversal of non-cash deferred tax expense 1,276,000  
Net operating loss, Federal tax effected amount 39,232,000  
State net operating loss, tax effected amount 5,021,000  
Valuation Allowance 53,394,000 125,913,000
Increase (decrease) in deferred tax assets valuation allowance (72,519,000)  
Unrecognized tax benefits which would not impact effective tax rate if recognized 0 556,000
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
Beginning Before January 1, 2018 [Member]    
Income Tax Contingency [Line Items]    
Net operating loss, Federal tax effected amount 48,844,000  
Federal [Member]    
Income Tax Contingency [Line Items]    
Net operating loss $ 186,821,000  
Net operating losses carryforward expiration year end 2038  
Federal [Member] | Net operating loss    
Income Tax Contingency [Line Items]    
Current Tax Expense $ 611,000  
Federal [Member] | Beginning Before January 1, 2018 [Member]    
Income Tax Contingency [Line Items]    
Net operating loss 12,044,000  
Net operating loss limitations 232,595,000  
Federal [Member] | Beginning After January 1, 2018 [Member]    
Income Tax Contingency [Line Items]    
Net operating loss 174,777,000  
State and Local [Member]    
Income Tax Contingency [Line Items]    
Net operating loss 175,240,000  
State and Local [Member] | Net operating loss    
Income Tax Contingency [Line Items]    
Current Tax Expense $ 611,000  
v3.25.1
Income Taxes - Schedule of Reconciliation of Federal Statutory Income Tax Rate to Effective Tax Rate (Detail)
 12 Months Ended
Feb. 01, 2025
Feb. 03, 2024
Income Tax Disclosure [Abstract]    
Statutory federal rate 21.00% 21.00%
State taxes, net of federal benefit (80.40%) 12.00%
NOL Adjustments (267.30%) 6.70%
Sale of Rebecca Taylor 40.70% 0.00%
Release of uncertain tax provision 2.20% 0.00%
Cancellation of Debt Income (6.10%) 0.00%
Deferred Adjustments (2.90%) 3.60%
Valuation allowance 310.20% (61.30%)
Return to provision adjustment (1.10%) 0.20%
Transaction Costs (0.60%) 0.00%
Non-deductible Officers Compensation 0.00% 0.30%
Rate Differential on Foreign Income 0.00% 0.40%
Other (0.10%) 0.10%
Total 15.60% (17.00%)
v3.25.1
Income Taxes - Schedule of Deferred Income Tax Assets and Liabilities (Detail) - USD ($)
$ in Thousands
Feb. 01, 2025
Feb. 03, 2024
Deferred tax assets:    
Depreciation and amortization $ 2,221 $ 2,706
Employee related costs 1,495 426
Allowance for asset valuations 1,670 1,664
Accrued expenses 213 317
Lease liability 27,140 22,601
Net operating losses 44,450 122,382
Tax credits 92 92
Interest expense 5,110 5,428
Other 322 288
Total deferred tax assets 82,713 155,904
Less: valuation allowances (53,394) (125,913)
Net deferred tax assets 29,319 29,991
Deferred tax liabilities:    
Indefinite lived intangibles 0 (8,584)
ROU assets (23,869) (19,548)
Equity method investment (6,081) (6,772)
Total deferred tax liabilities (29,950) (34,904)
Net deferred tax liability (631) (4,913)
Deferred income tax asset 0 0
Deferred income tax liability (631) (4,913)
Net deferred tax liability $ (631) $ (4,913)
v3.25.1
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. 01, 2025
Feb. 03, 2024
Income Tax Disclosure [Abstract]    
Beginning balance $ 556 $ 556
Decreases for tax positions in prior years (556) 0
Ending balance $ 0 $ 556
v3.25.1
Leases - Additional Information (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Feb. 01, 2025
Feb. 03, 2024
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 certain recent leases are subject to shorter terms as a result of the implementation of the strategy to pursue shorter lease terms when evaluating certain markets.  
Option to extend, existence, operating leases true  
Weighted-average remaining lease term, operating leases 7 years 6 years 3 months 18 days
Weighted-average discount rate, operating leases 7.15% 7.17%
Operating lease cost $ 22,372 $ 18,482
Sublease term 3 years  
Sublease, future minimum operating lease remaining payments $ 2,500  
Remaining sublease term 2 years 8 months 12 days  
Future minimum payment lease not yet commenced $ 6,521  
Error Correction [Member] | SG&A Expenses [Member]    
Lessee Lease Description [Line Items]    
Operating lease cost   $ 779
v3.25.1
Leases - Summary of Lease Cost (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Feb. 01, 2025
Feb. 03, 2024
Leases [Abstract]    
Operating lease cost $ 22,372 $ 18,482
Variable operating lease cost 270 390
Sublease income (289)  
Total lease cost $ 22,353 $ 18,872
v3.25.1
Leases - Schedule of Supplemental Cash Flow and Non-cash Information Related to Leases (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Feb. 01, 2025
Feb. 03, 2024
Cash paid for amounts included in the measurement of lease liabilities:    
Operating cash flows from operating leases $ 24,080 $ 24,766
Right-of-use assets obtained in exchange for operating lease liabilities $ 36,791 $ 22,972
v3.25.1
Leases - Summary of Future Maturity of Lease Liabilities (Detail)
$ in Thousands
Feb. 01, 2025
USD ($)
Leases [Abstract]  
Fiscal 2025 $ 22,466
Fiscal 2026 20,155
Fiscal 2027 17,004
Fiscal 2028 16,610
Fiscal 2029 15,832
Thereafter 39,608
Total lease payments 131,675
Less: Imputed interest (28,470)
Total operating lease liabilities $ 103,205
v3.25.1
Segment and Geographical Financial Information - Additional Information (Detail)
 12 Months Ended
Feb. 01, 2025
Segments
Segment Reporting [Abstract]  
Number of reportable segments 2
Expense information used by CODM description The Company’s CODM evaluates segment performance based on several factors, including Income before equity in net income of equity method investment. The CODM uses Income before equity in net income of equity method investment as the key performance measure of segment profitability because it excludes the impact of certain items that our CODM believes do not directly reflect our underlying operations, including the impact of income taxes and equity in net income of equity method investment.
Segment Reporting, CODM, Individual Title and Position or Group Name [Extensible Enumeration] srt:ChiefExecutiveOfficerMember
v3.25.1
Segment and Geographical Financial Information - Summary of Reportable Segments Information (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Feb. 01, 2025
Feb. 03, 2024
Segment Reporting Information [Line Items]    
Net Sales [1] $ 293,452 $ 292,890
Cost of Products Sold [2] 148,273 159,598
Marketing and advertising 12,532 11,843
(Loss) income before income taxes and equity in net income of equity method investment (23,401) 20,506
Depreciation and Amortization 4,006 4,939
Capital Expenditures 4,232 1,460
Total Assets 222,735 225,149
Rebecca Taylor and Parker [Member]    
Segment Reporting Information [Line Items]    
Net Sales   191
Operating Segments [Member]    
Segment Reporting Information [Line Items]    
Net Sales 293,452 292,699
Cost of Products Sold 148,273 159,598
Staff and Personnel 28,014 30,260
Occupancy 26,495 23,472
Marketing and advertising 9,967 9,952
Other segment items 19,828 20,227
(Loss) income before income taxes and equity in net income of equity method investment 60,875 49,190
Depreciation and Amortization 3,124 3,179
Capital Expenditures 3,804 1,318
Total Assets 168,602 139,137
Operating Segments [Member] | Vince Wholesale [Member]    
Segment Reporting Information [Line Items]    
Net Sales 165,349 149,603
Cost of Products Sold 98,800 97,742
Staff and Personnel 4,218 3,860
Occupancy 380 249
Marketing and advertising 547 805
Other segment items 3,499 3,531
(Loss) income before income taxes and equity in net income of equity method investment 57,905 43,416
Depreciation and Amortization 119 248
Capital Expenditures 530 127
Total Assets 68,488 51,489
Operating Segments [Member] | Vince Direct-to-Consumer [Member]    
Segment Reporting Information [Line Items]    
Net Sales 128,103 143,096
Cost of Products Sold 49,473 61,856
Staff and Personnel 23,796 26,400
Occupancy 26,115 23,223
Marketing and advertising 9,420 9,147
Other segment items 16,329 16,696
(Loss) income before income taxes and equity in net income of equity method investment 2,970 5,774
Depreciation and Amortization 3,005 2,931
Capital Expenditures 3,274 1,191
Total Assets 100,114 87,648
Unallocated Corporate [Member]    
Segment Reporting Information [Line Items]    
(Loss) income before income taxes and equity in net income of equity method investment (91,909) (31,127)
Depreciation and Amortization 882 1,760
Capital Expenditures 428 142
Total Assets 54,133 86,012
Unallocated Corporate [Member] | Rebecca Taylor and Parker [Member]    
Segment Reporting Information [Line Items]    
Net Sales   191
(Loss) income before income taxes and equity in net income of equity method investment $ 7,633 $ 2,443
[1] Includes $1,106 and $2,810 of net sales for the years ended February 1, 2025 and February 3, 2024, respectively, which is with a related party.
[2] Includes royalty expense of $13,963 and $9,486 for the years ended February 1, 2025 and February 3, 2024, respectively, which is with a related party. Includes cost of products sold of $38 and $1,299 for the years ended February 1, 2025 and February 3, 2024, respectively, which is with another related party.
v3.25.1
Segment and Geographical Financial Information - Summary of Reportable Segments Information (Parenthetical) (Detail) - USD ($)
 12 Months Ended
Feb. 01, 2025
Feb. 03, 2024
Segment Reporting Information [Line Items]    
Net sales [1] $ 293,452,000 $ 292,890,000
Goodwill impairment charge 31,973,000 [2] 0
Gain on sale of intangible assets   32,808,000
Asset Sale [Member]    
Segment Reporting Information [Line Items]    
Gain on sale of intangible assets   32,043,000
Parker Lifestyle, LLC [Member]    
Segment Reporting Information [Line Items]    
Gain on sale of intangible assets   765,000
Operating Segments [Member]    
Segment Reporting Information [Line Items]    
Net sales 293,452,000 292,699,000
Unallocated Corporate [Member]    
Segment Reporting Information [Line Items]    
Goodwill impairment charge 31,973,000  
Rebecca Taylor and Parker [Member]    
Segment Reporting Information [Line Items]    
Net sales   191,000
Rebecca Taylor and Parker [Member] | Parker Lifestyle, LLC [Member] | Tradename [Member]    
Segment Reporting Information [Line Items]    
Gain on sale of intangible assets   765,000
Transaction related expenses asset sale   150,000
Rebecca Taylor and Parker [Member] | Unallocated Corporate [Member]    
Segment Reporting Information [Line Items]    
Net sales   191,000
Rebecca Taylor Inc [Member] | Wind-down [Member]    
Segment Reporting Information [Line Items]    
Net benefit from release of rebecca taylor liabilities   1,750,000
Vince Wholesale [Member]    
Segment Reporting Information [Line Items]    
Royalty expense 10,106,000 6,388,000
Vince Wholesale [Member] | Operating Segments [Member]    
Segment Reporting Information [Line Items]    
Net sales 165,349,000 149,603,000
Vince Direct-to-Consumer [Member]    
Segment Reporting Information [Line Items]    
Royalty expense 3,857,000 3,098,000
Vince Direct-to-Consumer [Member] | Operating Segments [Member]    
Segment Reporting Information [Line Items]    
Net sales $ 128,103,000 $ 143,096,000
[1] Includes $1,106 and $2,810 of net sales for the years ended February 1, 2025 and February 3, 2024, respectively, which is with a related party.
[2]

(1) Recorded within Impairment of goodwill on the Consolidated Statements of Operations and Comprehensive Income (Loss).
v3.25.1
Related Party Transactions - Additional Information (Detail) - USD ($)
 12 Months Ended
May 25, 2023
Feb. 01, 2025
Feb. 03, 2024
Jan. 22, 2025
Dec. 11, 2020
Nov. 27, 2013
Related Party Transaction [Line Items]            
Received distributions of cash under operating agreement   $ 3,395,000 $ 1,341,000      
Payment of cash under license agreement   10,811,000 6,945,000      
Net sales [1]   293,452,000 292,890,000      
Cost of products sold [2]   148,273,000 159,598,000      
Selling, general and administrative expenses [3]   138,016,000 134,476,000      
Maximum borrowing capacity   19,156,000 44,209,000      
Related Party [Member]            
Related Party Transaction [Line Items]            
Accrued royalty expenses   3,513,000 361,000      
Third Lien Credit Agreement [Member]            
Related Party Transaction [Line Items]            
Maximum borrowing capacity   $ 7,743,000 29,982,000   $ 20,000,000  
Sun Capital [Member] | Third Lien Credit Agreement [Member]            
Related Party Transaction [Line Items]            
Ownership percentage of common stock   67.00%        
Sun Capital [Member] | Amended and Restated Certificate of Incorporation [Member]            
Related Party Transaction [Line Items]            
Ownership percentage of common stock   30.00%        
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   $ 37,000 10,000      
Sun Capital Consulting Agreement [Member] | Minimum [Member]            
Related Party Transaction [Line Items]            
Ownership percentage of common stock           30.00%
CaaStle Platform Services Agreement [Member]            
Related Party Transaction [Line Items]            
Net sales   1,106,000 2,810,000      
Cost of products sold   38,000 1,299,000      
Selling, general and administrative expenses   625,000 1,288,000      
Second and Third Amended and Restated Bylaws [Member]            
Related Party Transaction [Line Items]            
Ownership percentage of common stock       30.00%    
V Opco [Member] | Minimum [Member]            
Related Party Transaction [Line Items]            
Royalty expense $ 11,000,000          
P180 Vince Acquisition Co. [Member]            
Related Party Transaction [Line Items]            
Outstanding reimbursements   614,000        
CaaStle Inc [Member] | Related Party [Member]            
Related Party Transaction [Line Items]            
Outstanding amount due   $ 24,000 $ 189,000      
[1] Includes $1,106 and $2,810 of net sales for the years ended February 1, 2025 and February 3, 2024, respectively, which is with a related party.
[2] Includes royalty expense of $13,963 and $9,486 for the years ended February 1, 2025 and February 3, 2024, respectively, which is with a related party. Includes cost of products sold of $38 and $1,299 for the years ended February 1, 2025 and February 3, 2024, respectively, which is with another related party.
[3] Includes SG&A expenses of $625 and $1,288 for the years ended February 1, 2025 and February 3, 2024, respectively, which is with a related party.
v3.25.1
Schedule II - Valuation and Qualifying Accounts (Detail) - USD ($)
$ in Thousands
 12 Months Ended
Feb. 01, 2025
Feb. 03, 2024
Sales Allowances [Member]    
Valuation and Qualifying Accounts Disclosure [Line Items]    
Beginning of Period $ (5,210) $ (8,106)
Expense Charges, net of Reversals (47,278) (48,854)
Deductions and Write-offs 45,634 51,750
End of Period (6,854) (5,210)
Allowance for Doubtful Accounts [Member]    
Valuation and Qualifying Accounts Disclosure [Line Items]    
Beginning of Period (377) (759)
Expense Charges, net of Reversals (9) (104)
Deductions and Write-offs 51 486
End of Period (335) (377)
Valuation Allowances on Deferred Income Taxes [Member]    
Valuation and Qualifying Accounts Disclosure [Line Items]    
Beginning of Period (125,913) (138,490)
Expense Charges, net of Reversals 72,519 12,577
End of Period $ (53,394) $ (125,913)