VINCE HOLDING CORP., 10-Q filed on 12/9/2021
Quarterly Report
v3.21.2
Document and Entity Information - shares
 9 Months Ended
Oct. 30, 2021
Nov. 30, 2021
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Oct. 30, 2021  
Document Fiscal Year Focus 2021  
Document Fiscal Period Focus Q3  
Trading Symbol VNCE  
Entity Registrant Name VINCE HOLDING CORP.  
Entity Central Index Key 0001579157  
Current Fiscal Year End Date --01-29  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Common Stock, Shares Outstanding   11,958,874
Entity Shell Company false  
Entity Current Reporting Status Yes  
Entity File Number 001-36212  
Entity Tax Identification Number 75-3264870  
Entity Address, Address Line One 500 5th Avenue  
Entity Address, Address Line Two 20th Floor  
Entity Address, City or Town New York  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 10110  
City Area Code 212  
Local Phone Number 944-2600  
Title of 12(b) Security Common Stock, $0.01 par value per share  
Security Exchange Name NYSE  
Document Quarterly Report true  
Document Transition Report false  
Entity Interactive Data Current Yes  
Entity Incorporation, State or Country Code DE  
v3.21.2
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Oct. 30, 2021
Jan. 30, 2021
Current assets:    
Cash and cash equivalents $ 1,605 $ 3,777
Trade receivables, net 32,283 31,878
Inventories, net 82,040 68,226
Prepaid expenses and other current assets 5,342 6,703
Total current assets 121,270 110,584
Property and equipment, net 18,141 17,741
Operating lease right-of-use assets, net 97,357 91,982
Intangible assets, net 75,999 76,491
Goodwill 31,973 31,973
Other assets 4,162 4,173
Total assets 348,902 332,944
Current liabilities:    
Accounts payable 46,676 40,216
Accrued salaries and employee benefits 7,664 4,231
Other accrued expenses 15,649 15,688
Short-term lease liabilities 23,191 22,085
Current portion of long-term debt 1,750  
Total current liabilities 94,930 82,220
Long-term debt 92,883 84,485
Long-term lease liabilities 98,839 97,144
Deferred income tax liability 3,344 1,688
Other liabilities 1,200 1,200
Commitments and contingencies (Note 8)
Stockholders' equity:    
Common stock at $0.01 par value (100,000,000 shares authorized, 11,953,743 and 11,809,023 shares issued and outstanding at October 30, 2021 and January 30, 2021, respectively) 120 118
Additional paid-in capital 1,139,737 1,138,247
Accumulated deficit (1,082,027) (1,072,030)
Accumulated other comprehensive loss (124) (128)
Total stockholders' equity 57,706 66,207
Total liabilities and stockholders' equity $ 348,902 $ 332,944
v3.21.2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Oct. 30, 2021
Jan. 30, 2021
Statement Of Financial Position [Abstract]    
Common stock, par value $ 0.01 $ 0.01
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 11,953,743 11,809,023
Common stock, shares outstanding 11,953,743 11,809,023
v3.21.2
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Oct. 30, 2021
Oct. 31, 2020
Oct. 30, 2021
Oct. 31, 2020
Income Statement [Abstract]        
Net sales $ 87,450 $ 69,022 $ 223,656 $ 145,062
Cost of products sold 45,317 37,368 120,662 84,068
Gross profit 42,133 31,654 102,994 60,994
Impairment of goodwill and intangible assets       13,848
Impairment of long-lived assets       13,026
Selling, general and administrative expenses 38,999 25,390 104,326 91,282
Income (loss) from operations 3,134 6,264 (1,332) (57,162)
Interest expense, net 3,037 1,259 6,842 3,306
Other expense (income), net   (1)   (2,304)
Income (loss) before income taxes 97 5,006 (8,174) (58,164)
(Benefit) provision for income taxes (2,118) 43 1,823 113
Net income (loss) 2,215 4,963 (9,997) (58,277)
Other comprehensive income (loss):        
Foreign currency translation adjustments (5) 2 4 (40)
Comprehensive income (loss) $ 2,210 $ 4,965 $ (9,993) $ (58,317)
Earnings (loss) per share:        
Basic earnings (loss) per share $ 0.19 $ 0.42 $ (0.84) $ (4.96)
Diluted earnings (loss) per share $ 0.18 $ 0.42 $ (0.84) $ (4.96)
Weighted average shares outstanding:        
Basic 11,935,371 11,796,860 11,882,147 11,758,327
Diluted 12,019,429 11,807,498 11,882,147 11,758,327
v3.21.2
Condensed Consolidated Statements of Stockholders' Equity - USD ($)
$ in Thousands
Total
Common Stock [Member]
Additional Paid-In Capital [Member]
Accumulated Deficit [Member]
Accumulated Other Comprehensive Loss [Member]
Beginning Balance at Feb. 01, 2020 $ 130,780 $ 117 $ 1,137,147 $ (1,006,381) $ (103)
Beginning Balance, shares at Feb. 01, 2020   11,680,593      
Comprehensive income (loss):          
Net income (loss) (48,178)     (48,178)  
Foreign currency translation adjustments (41)       (41)
Share-based compensation expense 541   541    
Restricted stock unit vestings 1 $ 1      
Restricted stock unit vestings, shares   127,613      
Tax withholdings related to restricted stock vesting (205)   (205)    
Tax withholdings related to restricted stock vesting, shares   (38,524)      
Ending Balance at May. 02, 2020 82,898 $ 118 1,137,483 (1,054,559) (144)
Ending Balance, shares at May. 02, 2020   11,769,682      
Beginning Balance at Feb. 01, 2020 130,780 $ 117 1,137,147 (1,006,381) (103)
Beginning Balance, shares at Feb. 01, 2020   11,680,593      
Comprehensive income (loss):          
Net income (loss) (58,277)        
Foreign currency translation adjustments (40)        
Ending Balance at Oct. 31, 2020 73,146 $ 118 1,137,829 (1,064,658) (143)
Ending Balance, shares at Oct. 31, 2020   11,802,235      
Beginning Balance at May. 02, 2020 82,898 $ 118 1,137,483 (1,054,559) (144)
Beginning Balance, shares at May. 02, 2020   11,769,682      
Comprehensive income (loss):          
Net income (loss) (15,062)     (15,062)  
Foreign currency translation adjustments (1)       (1)
Share-based compensation expense 525   525    
Restricted stock unit vestings (1)   (1)    
Restricted stock unit vestings, shares   25,020      
Tax withholdings related to restricted stock vesting (17)   (17)    
Tax withholdings related to restricted stock vesting, shares   (3,135)      
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP") 24   24    
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP"), shares   4,257      
Ending Balance at Aug. 01, 2020 68,366 $ 118 1,138,014 (1,069,621) (145)
Ending Balance, shares at Aug. 01, 2020   11,795,824      
Comprehensive income (loss):          
Net income (loss) 4,963     4,963  
Foreign currency translation adjustments 2       2
Share-based compensation expense (209)   (209)    
Restricted stock unit vestings, shares   1,644      
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP") 24   24    
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP"), shares   4,767      
Ending Balance at Oct. 31, 2020 73,146 $ 118 1,137,829 (1,064,658) (143)
Ending Balance, shares at Oct. 31, 2020   11,802,235      
Beginning Balance at Jan. 30, 2021 $ 66,207 $ 118 1,138,247 (1,072,030) (128)
Beginning Balance, shares at Jan. 30, 2021 11,809,023 11,809,023      
Comprehensive income (loss):          
Net income (loss) $ (11,622)     (11,622)  
Foreign currency translation adjustments 7       7
Share-based compensation expense 331   331    
Restricted stock unit vestings, shares   2,382      
Tax withholdings related to restricted stock vesting (8)   (8)    
Tax withholdings related to restricted stock vesting, shares   (985)      
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP") 49   49    
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP"), shares   4,832      
Ending Balance at May. 01, 2021 54,964 $ 118 1,138,619 (1,083,652) (121)
Ending Balance, shares at May. 01, 2021   11,815,252      
Beginning Balance at Jan. 30, 2021 $ 66,207 $ 118 1,138,247 (1,072,030) (128)
Beginning Balance, shares at Jan. 30, 2021 11,809,023 11,809,023      
Comprehensive income (loss):          
Net income (loss) $ (9,997)        
Foreign currency translation adjustments 4        
Ending Balance at Oct. 30, 2021 $ 57,706 $ 120 1,139,737 (1,082,027) (124)
Ending Balance, shares at Oct. 30, 2021 11,953,743 11,953,743      
Beginning Balance at May. 01, 2021 $ 54,964 $ 118 1,138,619 (1,083,652) (121)
Beginning Balance, shares at May. 01, 2021   11,815,252      
Comprehensive income (loss):          
Net income (loss) (590)     (590)  
Foreign currency translation adjustments 2       2
Share-based compensation expense 558   558    
Restricted stock unit vestings   $ 1 (1)    
Restricted stock unit vestings, shares   110,025      
Tax withholdings related to restricted stock vesting (54)   (54)    
Tax withholdings related to restricted stock vesting, shares   (4,608)      
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP") 23   23    
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP"), shares   2,438      
Ending Balance at Jul. 31, 2021 54,903 $ 119 1,139,145 (1,084,242) (119)
Ending Balance, shares at Jul. 31, 2021   11,923,107      
Comprehensive income (loss):          
Net income (loss) 2,215     2,215  
Foreign currency translation adjustments (5)       (5)
Share-based compensation expense 596   596    
Restricted stock unit vestings 1 $ 1      
Restricted stock unit vestings, shares   31,160      
Tax withholdings related to restricted stock vesting (4)   (4)    
Tax withholdings related to restricted stock vesting, shares   (524)      
Ending Balance at Oct. 30, 2021 $ 57,706 $ 120 $ 1,139,737 $ (1,082,027) $ (124)
Ending Balance, shares at Oct. 30, 2021 11,953,743 11,953,743      
v3.21.2
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended 12 Months Ended
Oct. 30, 2021
Oct. 31, 2020
Oct. 30, 2021
Oct. 31, 2020
Jan. 30, 2021
Operating activities          
Net loss     $ (9,997) $ (58,277)  
Add (deduct) items not affecting operating cash flows:          
Adjustment to Tax Receivable Agreement Liability       (2,320)  
Impairment of goodwill and intangible assets       13,848 $ 13,848
Impairment of long-lived assets       13,026  
Depreciation and amortization     4,644 5,309  
Provision for bad debt     (48) 2,328  
Amortization of deferred financing costs     562 467  
Deferred income taxes     1,656 102  
Share-based compensation expense $ 596 $ (209) 1,485 857  
Capitalized PIK Interest     1,721    
Loss on debt extinguishment     1,501    
Changes in assets and liabilities:          
Receivables, net     (355) 5,470  
Inventories     (13,810) (22,171)  
Prepaid expenses and other current assets     2,056 2,213  
Accounts payable and accrued expenses     9,663 (1,289)  
Other assets and liabilities     (3,326) 2,302  
Net cash used in operating activities     (4,248) (38,135)  
Investing activities          
Payments for capital expenditures     (4,124) (2,560)  
Net cash used in investing activities     (4,124) (2,560)  
Financing activities          
Proceeds from borrowings under the Revolving Credit Facilities     234,445 180,088  
Repayment of borrowings under the Revolving Credit Facilities     (236,397) (138,837)  
Repayment of borrowings under the Term Loan Facilities     (24,750)    
Proceeds from borrowings under the Term Loan Facilities     35,000    
Tax withholdings related to restricted stock vesting     (66) (222)  
Proceeds from stock option exercises, restricted stock vesting, and issuance of common stock under employee stock purchase plan     73 48  
Financing fees     (2,151) (226)  
Net cash provided by financing activities     6,154 40,851  
(Decrease) increase in cash, cash equivalents, and restricted cash     (2,218) 156  
Effect of exchange rate changes on cash, cash equivalents, and restricted cash     6 (20)  
Cash, cash equivalents, and restricted cash, beginning of period     3,858 647  
Cash and cash equivalents, and restricted cash, end of period 1,646 783 1,646 783 3,858
Less: restricted cash at end of period 41 79 41 79  
Cash and cash equivalents $ 1,605 $ 704 1,605 704 $ 3,777
Supplemental Disclosures of Cash Flow Information          
Cash payments for interest     3,359 2,128  
Cash payments for income taxes, net of refunds     67 (130)  
Supplemental Disclosures of Non-Cash Investing and Financing Activities          
Capital expenditures in accounts payable and accrued liabilities     384 128  
Deferred financing fees in accrued liabilities     $ 150 $ 300  
v3.21.2
Description of Business and Basis of Presentation
 9 Months Ended
Oct. 30, 2021
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Description of Business and Basis of Presentation

Note 1. Description of Business and Basis of Presentation

On November 27, 2013, Vince Holding Corp. (“VHC” or the “Company”), previously known as Apparel Holding Corp., closed an initial public offering (“IPO”) of its common stock and completed a series of restructuring transactions (the “Restructuring Transactions”) through which Kellwood Holding, LLC acquired the non-Vince businesses, which included Kellwood Company, LLC (“Kellwood Company” or “Kellwood”), from the Company. The Company continues to own and operate the Vince business, which includes Vince, LLC. References to “Vince,” “Rebecca Taylor” or “Parker” refer only to the referenced brand.

Prior to the IPO and the Restructuring Transactions, VHC was a diversified apparel company operating a broad portfolio of fashion brands, which included the Vince business. As a result of the IPO and Restructuring Transactions, the non-Vince businesses were separated from the Vince business, and the stockholders immediately prior to the consummation of the Restructuring Transactions (the “Pre-IPO Stockholders”) (through their ownership of Kellwood Holding, LLC) retained the full ownership and control of the non-Vince businesses. The Vince business is now the sole operating business of VHC.

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

On November 3, 2019, Vince, LLC, an indirectly wholly owned subsidiary of VHC, completed its acquisition (the “Acquisition”) of 100% of the equity interests of Rebecca Taylor, Inc. and Parker Holding, LLC (collectively, the “Acquired Businesses”) from Contemporary Lifestyle Group, LLC (“CLG”). The Acquired Businesses represented all of the operations of CLG.

(A) Description of Business: The Company is a global contemporary group, consisting of three brands: Vince, Rebecca Taylor, and Parker. Vince, established in 2002, is a leading global luxury apparel and accessories brand best known for creating elevated yet understated pieces for every day effortless style. Rebecca Taylor, founded in 1996 in New York City, is a contemporary womenswear line lauded for its signature prints, romantic detailing and vintage inspired aesthetic, reimagined for a modern era. Parker, founded in 2008 in New York City, is a contemporary women’s fashion brand that is trend focused. While we continue to believe that the Parker brand complements our portfolio, during the first half of fiscal 2020 the Company decided to pause the creation of new products to focus resources on the operations of the Vince and Rebecca Taylor brands and to preserve liquidity.

The Company reaches its customers through a variety of channels, specifically through major wholesale department stores and specialty stores in the United States (“U.S.”) and select international markets, as well as through the Company’s branded retail locations and the Company’s websites. The Company designs products in the U.S. and sources the vast majority of products from contract manufacturers outside the U.S., primarily in Asia. Products are manufactured to meet the Company’s product specifications and labor standards.

(B) Basis of Presentation: The accompanying condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Therefore, these financial statements should be read in conjunction with VHC’s audited financial statements for the fiscal year ended January 30, 2021, as set forth in the 2020 Annual Report on Form 10-K.

The condensed consolidated financial statements include the Company’s accounts and the accounts of the Company’s wholly-owned subsidiaries as of October 30, 2021. All intercompany accounts and transactions have been eliminated. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) and disclosures necessary for a fair statement. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or the fiscal year as a whole.

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

The Company considered the novel coronavirus (“COVID-19”) related impacts to its estimates including the impairment of property and equipment and operating lease right-of-use (“ROU”) assets, the impairment of goodwill and intangible assets, accounts

 

receivable and inventory valuation, the liability associated with our tax receivable agreement, and the assessment of our liquidity. These estimates may change as the current situation evolves or new events occur.  

(D) COVID-19: The spread of COVID-19, which was declared a pandemic by the World Health Organization in March 2020, caused state and municipal public officials to mandate jurisdiction-wide curfews, including “shelter-in-place” and closures of most non-essential businesses as well as other measures to mitigate the spread of the virus.

In light of the COVID-19 pandemic, we have taken various measures to improve our liquidity as described below.  Based on these measures and our current expectations, we believe that our sources of liquidity will generate sufficient cash flows to meet our obligations during the next twelve months from the date these condensed consolidated financial statements are issued.

The following summarizes the various measures we have implemented to effectively manage the business as well as the impacts from the COVID-19 pandemic during fiscal 2020.  

 

 

•

While we continued to serve our customers through our online e-commerce websites during the periods in which we were forced to shut down all of our domestic and international retail locations alongside other retailers, including our wholesale partners, the store closures resulted in a sharp decline in our revenue and ability to generate cash flows from operations.  We began reopening stores during May 2020 and nearly all of the Company’s stores have since reopened in a limited capacity in accordance with state and local regulations related to the COVID-19 pandemic.  Other than Hawaii and the United Kingdom which re-closed for a short period and subsequently re-opened based on the local stay-at-home order, we have not been impacted by any re-closure orders or regulations.

 

As a result of store closures and the decline in projected cash flows, the Company recognized a non-cash impairment charge related to property and equipment and operating lease ROU assets to adjust the carrying amounts of certain store locations to their estimated fair value. During fiscal 2020, the Company recorded an impairment of property and equipment and operating lease ROU assets of $4,470 and $8,556, respectively. The impairment charges were recorded within impairment of long-lived assets on the Consolidated Statements of Operations and Comprehensive Income (Loss). See “Note 1 – Description of Business and Summary of Significant Accounting Policies – (K) Impairment of Long-lived Assets” in the 2020 Annual Report on Form 10-K for additional information.  

 

The Company incurred a non-cash impairment charge of $13,848 on goodwill and intangible assets during fiscal 2020 as a result of the decline in long-term projections due to COVID-19.  See Note 3 “Goodwill and Intangible Assets” in the 2020 Annual Report on Form 10-K for additional information;

 

•

We entered into a loan agreement with Sun Capital Partners, Inc. (“Sun Capital”), who own approximately 71% of the outstanding shares of the Company’s common stock (see Note 14 “Related Party Transactions” in the 2020 Annual Report on Form 10-K for further discussion regarding our relationship with Sun Capital), as well as amendments to our 2018 Term Loan Facility and our 2018 Revolving Credit Facility to provide additional liquidity and amend certain financial covenants to allow increased operational flexibility. See Note 5 “Long-Term Debt and Financing Arrangements,” in the 2020 Annual Report on Form 10-K for additional information;

 

•

Furloughed all of our retail store associates as well as a significant portion of our corporate associates during the period of store closures and reinstated a limited number of associates commensurate to the store re-openings as well as other business needs;

 

•

Temporarily reduced retained employee salaries and suspended board retainer fees;

 

•

Engaged in active discussions with landlords to address the current operating environment, including amending existing lease terms. See Note 12 “Leases” in the 2020 Annual Report on Form 10-K for additional information;  

 

•

Executed other operational initiatives to carefully manage our investments across all key areas, including aligning inventory levels with anticipated demand and reevaluating non-critical capital build-out and other investments and activities; and

 

•

Streamlined our expense structure in all areas such as marketing, distribution, and product development to align with the business environment and sales opportunities.

The COVID-19 pandemic remains highly volatile and continues to evolve on a daily basis, particularly in light of ongoing vaccination efforts and emerging strains of the virus, which could negatively affect the outcome of the measures intended to address its impact and/or our current expectations of the Company’s future business performance. Factors such as continued temporary closures and/or reclosures of our stores, distribution centers and corporate facilities as well as those of our wholesale partners; declines and changes in consumer behavior including traffic, spending and demand and resulting build-up of excess inventory; supply chain disruptions; and our business partners’ ability to access capital sources and maintain compliance with credit facilities; as well as our

 

ability to collect receivables and diversion of corporate resources from key business activities and compliance efforts could continue to adversely affect the Company’s business, financial condition, cash flow, liquidity and results of operations.

(E) Sources and Uses of Liquidity: The Company’s sources of liquidity are cash and cash equivalents, cash flows from operations, if any, borrowings available under the 2018 Revolving Credit Facility (as amended and restated and as defined below) and the Company’s ability to access capital markets. The Company’s primary cash needs are funding working capital requirements, meeting debt service requirements, and capital expenditures for new stores and related leasehold improvements.

(F) Revenue Recognition: The Company recognizes revenue when performance obligations identified under the terms of contracts with its customers are satisfied, which generally occurs upon the transfer of control in accordance with the contractual terms and conditions of the sale. Sales are recognized when the control of the goods are transferred to the customer for the Company’s wholesale business, upon receipt by the customer for the Company’s e-commerce business, and at the time of sale to the consumer for the Company’s retail business. See Note 11 “Segment Financial Information” for disaggregated revenue amounts by segment.

Revenue associated with gift cards is recognized upon redemption and unredeemed balances are considered a contract liability and recorded within other accrued expenses, which are subject to escheatment within the jurisdictions in which it operates. As of October 30, 2021 and January 30, 2021, the contract liability was $1,492 and $1,618, respectively. For the three and nine months ended October 30, 2021, the Company recognized $35 and $192, respectively, of revenue that was previously included in the contract liability as of January 30, 2021.

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

Recently Adopted Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12: “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” The guidance simplifies the approach for intraperiod tax allocations, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. The guidance also clarifies and simplifies other areas of Accounting Standards Codification (“ASC”) 740. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Company adopted the guidance on January 31, 2021, the first day of fiscal 2021, which did not have a material effect on the Company’s condensed consolidated financial statements.

Recently Issued Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13: “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. The ASU requires an impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, each reporting entity should estimate an allowance for expected credit losses, which is intended to result in more timely recognition of losses. The new standard applies to trade receivables arising from revenue transactions. Under ASC 606, revenue is recognized when, among other criteria, it is probable that an entity will collect the consideration it is entitled to when goods or services are transferred to a customer. When trade receivables are recorded, they become subject to the CECL model and estimates of expected credit losses on trade receivables over their contractual life will be required to be recorded at inception based on historical information, current conditions, and reasonable and supportable forecasts. This guidance is effective for smaller reporting companies for annual periods beginning after December 15, 2022, including the interim periods in the year. Early adoption is permitted.  Management is currently evaluating the impact of this ASU on the consolidated financial statements.
v3.21.2
Goodwill and Intangible Assets
 9 Months Ended
Oct. 30, 2021
Goodwill And Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

Note 2. Goodwill and Intangible Assets

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

 

(in thousands)

 

Vince Wholesale

 

 

Vince

Direct-to-consumer

 

 

Rebecca Taylor and Parker

 

 

Total Net Goodwill

 

Balance as of January 30, 2021

 

$

31,973

 

 

$

—

 

 

$

—

 

 

$

31,973

 

Balance as of October 30, 2021

 

$

31,973

 

 

$

—

 

 

$

—

 

 

$

31,973

 

 

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

During the first quarter of fiscal 2020, the Company determined that a triggering event had occurred as a result of changes to the Company’s long-term projections driven by the impacts of COVID-19.  The Company performed an interim quantitative impairment assessment of goodwill and intangible assets.

 

The Company determined the fair value of the Vince wholesale reportable segment using a combination of discounted cash flows and market comparisons. “Step one” of the assessment determined that the fair value was below the carrying amount by $9,462, and as a result the Company recorded a goodwill impairment charge of $9,462 within Impairment of goodwill and intangible assets on the condensed consolidated statements of operations and comprehensive income (loss) for the nine months ended October 31, 2020.  There were no impairment charges for the three and nine months ended October 30, 2021.

The following tables present a summary of identifiable intangible assets:

 

(in thousands)

 

Gross Amount

 

 

Accumulated Amortization

 

 

Accumulated Impairments

 

 

Net Book Value

 

Balance as of October 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

31,355

 

 

$

(21,485

)

 

$

(6,115

)

 

$

3,755

 

Tradenames

 

 

13,100

 

 

 

(129

)

 

 

(12,527

)

 

 

444

 

Indefinite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tradenames

 

 

110,986

 

 

 

—

 

 

 

(39,186

)

 

 

71,800

 

Total intangible assets

 

$

155,441

 

 

$

(21,614

)

 

$

(57,828

)

 

$

75,999

 

 

(in thousands)

 

Gross Amount

 

 

Accumulated Amortization

 

 

Accumulated Impairments

 

 

Net Book Value

 

Balance as of January 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

31,355

 

 

$

(21,036

)

 

$

(6,115

)

 

$

4,204

 

Tradenames

 

 

13,100

 

 

 

(86

)

 

 

(12,527

)

 

 

487

 

Indefinite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tradenames

 

 

110,986

 

 

 

—

 

 

 

(39,186

)

 

 

71,800

 

Total intangible assets

 

$

155,441

 

 

$

(21,122

)

 

$

(57,828

)

 

$

76,491

 

 

During the first quarter of fiscal 2020, the Company estimated the fair value of the Vince and Rebecca Taylor tradename indefinite-lived intangible assets using a discounted cash flow valuation analysis, which is based on the relief from royalty method and determined that the fair value of the Vince and Rebecca Taylor tradenames were below their carrying amounts. Accordingly, the Company recorded an impairment charge for the Vince and Rebecca Taylor tradename indefinite-lived intangible assets of $4,386, which was recorded within Impairment of goodwill and intangible assets on the condensed consolidated statements of operations and comprehensive income (loss) for the nine months ended October 31, 2020. There were no such impairment charges for the three and nine months ended October 30, 2021.

Amortization of identifiable intangible assets was $164 and $492 for the three and nine months ended October 30, 2021, respectively, and $164 and $492 for the three and nine months ended October 31, 2020, respectively. The estimated amortization expense for identifiable intangible assets is $655 for each fiscal year for the next five fiscal years.

v3.21.2
Fair Value Measurements
 9 Months Ended
Oct. 30, 2021
Fair Value Disclosures [Abstract]  
Fair Value Measurements

Note 3. Fair Value Measurements

We define the fair value of a financial instrument as the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  We are responsible for the determination of the value of the investments carried at fair value and the supporting methodologies and assumptions.  The Company’s financial assets and liabilities are to be measured using inputs from three levels of the fair value hierarchy as follows:

 

Level 1—

 

quoted market prices in active markets for identical assets or liabilities

 

 

 

Level 2—

 

observable market-based inputs (quoted prices for similar assets and liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active) or inputs that are corroborated by observable market data

 

 

 

Level 3—

 

significant unobservable inputs that reflect the Company’s assumptions and are not substantially supported by market data

The Company did not have any non-financial assets or non-financial liabilities recognized at fair value on a recurring basis at October 30, 2021 or January 30, 2021. At October 30, 2021 and January 30, 2021, 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 $95,916 as of October 30, 2021 are at variable interest rates. Borrowings under the Company’s 2018 Revolving Credit Facility (as amended and restated and as defined below) are recorded at

 

carrying value, which approximates fair value due to the frequent nature of such borrowings and repayments. The Company considers this as a Level 2 input. The fair value of the Company’s Term Loan Credit Facility (as defined below) and the Third Lien Credit Facility (as defined below) was approximately $35,000 and $23,000, respectively, as of October 30, 2021 based upon estimated market value calculations that factor principal, time to maturity, interest rate, and current cost of debt. The Company considers this a Level 3 input.

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

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

The following table presents the non-financial assets the Company measured at fair value on a non-recurring basis for the nine months ended October 31, 2020, based on such fair value hierarchy:

 

 

 

Net Carrying

Value as of

 

 

Fair Value Measured and Recorded at Reporting Date Using:

 

 

Total Losses - Nine Months Ended

 

 

(in thousands)

 

October 31, 2020

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

October 31, 2020

 

 

Property and equipment

 

$

8,765

 

 

$

—

 

 

$

—

 

 

$

8,765

 

 

$

4,470

 

(1)

Goodwill

 

 

31,973

 

 

 

—

 

 

 

—

 

 

 

31,973

 

 

 

9,462

 

(2)

Tradenames - Indefinite-lived

 

 

71,800

 

 

 

—

 

 

 

—

 

 

 

71,800

 

 

 

4,386

 

(2)

ROU Assets

 

 

79,542

 

 

 

—

 

 

 

—

 

 

 

79,542

 

 

 

8,556

 

(1)

(1) Recorded within Impairment of long-lived assets on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 1 “Description of Business and Basis of Presentation – (D) COVID-19” for additional information.

(2) Recorded within Impairment of goodwill and intangible assets on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 2 “Goodwill and Intangible Assets” for additional information.
v3.21.2
Long-Term Debt and Financing Arrangements
 9 Months Ended
Oct. 30, 2021
Debt Disclosure [Abstract]  
Long-Term Debt and Financing Arrangements

 

Note 4. Long-Term Debt and Financing Arrangements

Long-term debt consisted of the following:

 

 

 

October 30,

 

 

January 30,

 

(in thousands)

 

2021

 

 

2021

 

Long-term debt:

 

 

 

 

 

 

 

 

Term Loan Facilities

 

$

35,000

 

 

$

24,750

 

Revolving Credit Facilities

 

 

38,447

 

 

 

40,399

 

Third Lien Credit Facility

 

 

22,469

 

 

 

20,748

 

Total debt principal

 

 

95,916

 

 

 

85,897

 

Less: current portion of long-term debt

 

 

1,750

 

 

 

—

 

Less: deferred financing costs

 

 

1,283

 

 

 

1,412

 

Total long-term debt

 

$

92,883

 

 

$

84,485

 

 

Term Loan Credit Facility

 

On September 7, 2021, Vince, LLC entered into a new term loan credit facility as described below. The proceeds were used to repay in full all outstanding amounts under the 2018 Term Loan Facility and a portion of the borrowings outstanding under the 2018 Revolving Credit Facility. The 2018 Term Loan Facility was terminated.

Vince, LLC entered into a new $35,000 senior secured term loan credit facility (the “Term Loan Credit Facility”) pursuant to a Credit Agreement (the “Term Loan Credit Agreement”) by and among Vince, LLC, as the borrower, the guarantors named therein, PLC Agent, LLC (“Pathlight”), as administrative agent and collateral agent, and the other lenders from time to time party thereto. Vince Holding Corp. and Vince Intermediate Holding, LLC (“Vince Intermediate”) are guarantors under the Term Loan Credit

 

Facility.  The Term Loan Credit Facility matures on the earlier of September 7, 2026 and 91 days after the maturity date of the 2018 Revolving Credit Facility (as defined below).

The Term Loan Credit Facility is subject to quarterly amortization of $875 commencing on July 1, 2022, with the balance payable at final maturity. Interest is payable on loans under the Term Loan Credit Facility at a rate equal to the 90-day LIBOR rate, or an alternate applicable reference rate in the event LIBOR is no longer available, subject, in either case, to a 1.0% floor, plus 7.0%. During the continuance of certain specified events of default, interest will accrue on the overdue amount of any loan at a rate of 2.0% in excess of the rate otherwise applicable to such amount. In addition, the Term Loan Credit Agreement requires mandatory prepayments upon the occurrence of certain events, including but not limited to, an Excess Cash Flow payment (as defined in the Term Loan Credit Agreement), subject to reductions for voluntary prepayments made during such fiscal year, commencing with the fiscal year ending January 28, 2023.

The Term Loan Credit Facility contains a requirement that Vince, LLC will maintain an availability under its 2018 Revolving Credit Facility of the greater of 10% of the commitments thereunder or $9,500. The Term Loan Credit Facility does not permit dividends prior to April 30, 2022, or an earlier date designated by Vince, LLC (the period until such date, the “Accommodation Period”) and thereafter permits them to the extent that no default or event of default is continuing or would result from a contemplated dividend, so long as after giving pro forma effect to the contemplated dividend subtracting any accounts payable amounts that are or are projected to be past due for the following six months, excess availability for such six month period will be at least the greater of 25.0% of the aggregate lending commitments and $15,000.  In addition, the Term Loan Credit Facility contains customary representations and warranties, other covenants, and events of default, including but not limited to, limitations on the incurrence of additional indebtedness, liens, burdensome agreements, guarantees, investments, loans, asset sales, mergers, acquisitions, prepayment of other debt, the repurchase of capital stock, transactions with affiliates, and the ability to change the nature of its business or its fiscal year, and distributions and dividends. Furthermore, the Term Loan Credit Facility is subject to a Borrowing Base (as defined in the Term Loan Credit Agreement) which can, under certain conditions result in the imposition of a reserve under the 2018 Revolving Credit Facility.  

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

Through October 30, 2021, on an inception to date basis, the Company had not made any repayments on the Term Loan Credit Facility.

Scheduled maturities of the Term Loan Credit Facility are as follows:

 

 

 

Term Loan Credit

 

(in thousands)

 

Facility Maturity

 

Fiscal 2021

 

$

—

 

Fiscal 2022

 

 

2,625

 

Fiscal 2023

 

 

3,500

 

Fiscal 2024

 

 

3,500

 

Fiscal 2025

 

 

3,500

 

Fiscal 2026

 

 

21,875

 

      Total

 

$

35,000

 

2018 Term Loan Facility

On August 21, 2018, Vince, LLC entered into a $27,500 senior secured term loan facility (the “2018 Term Loan Facility”) pursuant to a credit agreement by and among Vince, LLC, as the borrower, VHC and Vince Intermediate, a direct subsidiary of VHC and the direct parent company of Vince, LLC, as guarantors, Crystal Financial, LLC, as administrative agent and collateral agent, and the other lenders from time to time party thereto. The 2018 Term Loan Facility was subject to quarterly amortization of principal equal to 2.5% of the original aggregate principal amount of the 2018 Term Loan Facility, as amended from time to time, with the balance payable at final maturity. The 2018 Term Loan Facility would have matured on the earlier of August 21, 2023 and the maturity date of the 2018 Revolving Credit Facility (as defined below).

On September 7, 2021, Vince, LLC entered into the Term Loan Credit Facility as described above.  All outstanding amounts of $25,960, including interest and a prepayment penalty of $743 (which is included within financing fees on the Condensed Consolidated Statements of Cash Flows), under the 2018 Term Loan Facility were repaid in full and the 2018 Term Loan Facility was terminated. Additionally, the Company recorded expense of $758 related to the write-off of the remaining deferred financing costs.

                                                                  

 

 

2018 Revolving Credit Facility

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

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

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

The 2018 Revolving Credit Facility contains representations and warranties, other covenants and events of default that are customary for this type of financing, including covenants with respect to limitations on the incurrence of additional indebtedness, liens, burdensome agreements, guarantees, investments, loans, asset sales, mergers, acquisitions, prepayment of other debt, the repurchase of capital stock, transactions with affiliates, and the ability to change the nature of the Company’s business or its fiscal year. The 2018 Revolving Credit Facility generally permits dividends in the absence of any event of default (including any event of default arising from a contemplated dividend), so long as (i) after giving pro forma effect to the contemplated dividend and for the following six months Excess Availability will be at least the greater of 20.0% of the Loan Cap and $10,000 and (ii) after giving pro forma effect to the contemplated dividend, the Consolidated Fixed Charge Coverage Ratio for the 12 months preceding such dividend will be greater than or equal to 1.0 to 1.0 (provided that the Consolidated Fixed Charge Coverage Ratio may be less than 1.0 to 1.0 if, after giving pro forma effect to the contemplated dividend, Excess Availability for the six fiscal months following the dividend is at least the greater of 25.0% of the Loan Cap and $12,500).   

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

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

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

The Third Revolver Amendment also (a) waived events of default; (b) temporarily increased the applicable margin on all borrowings of revolving loans by 0.75% per annum during the Third Amendment Accommodation Period and increased the LIBOR floor from 0% to 1.0%; (c) eliminated Vince, LLC’s and any loan party’s ability to designate subsidiaries as unrestricted and to make certain payments, restricted payments and investments during the Third Amendment Extended Accommodation Period; (d) temporarily suspended the Fixed Charge Coverage Ratio covenant through the Third Amendment Extended Accommodation Period; (e) required Vince, LLC to maintain a Fixed Charge Coverage Ratio of 1.0 to 1.0 in the event the excess availability under the 2018 Revolving Credit Facility was less than (x) $10,000 between September 6, 2020 and January 9, 2021, (y) $12,500 between January 10, 2021 and January 31, 2021 and (z) $15,000 at all other times during the Third Amendment Extended Accommodation Period; (f)  imposed a requirement (y) to pay down the 2018 Revolving Credit Facility to the extent cash on hand exceeded $5,000 on the last day

 

of each week and (z) that, after giving effect to any borrowing thereunder, Vince, LLC may have no more than $5,000 of cash on hand; (g) permitted Vince, LLC to incur up to $8,000 of additional secured debt (in addition to any interest accrued or paid in kind), to the extent subordinated to the 2018 Revolving Credit Facility on terms reasonably acceptable to Citizens; (h) established a method for imposing a successor reference rate if LIBOR should become unavailable, (i) extended the delivery periods for (x) annual financial statements for the fiscal year ended February 1, 2020 to June 15, 2020 and (y) quarterly financial statements for the fiscal quarters ended May 2, 2020 and August 1, 2020 to July 31, 2020 and October 29, 2020, respectively, and (j) granted ongoing relief through September 30, 2020 with respect to certain covenants regarding the payment of lease obligations.

As a result of the Third Revolver Amendment, the Company incurred $376 of additional deferred financing costs. In accordance with ASC Topic 470, “Debt”, the Company accounted for this amendment as a debt modification and recorded the additional deferred financing costs as deferred debt issuance costs which will be amortized over the remaining term of the 2018 Revolving Credit Facility.

On December 11, 2020, Vince, LLC entered into the Fifth Amendment (the “Fifth Revolver Amendment”) to the 2018 Revolving Credit Facility. The Fifth Revolver Amendment, among other things, (i) extended the period from November 30, 2020 to July 31, 2021 (such period, “Accommodation Period”), during which the eligibility of certain account debtors was revised by extending by 30 days the time those accounts may remain outstanding past due as well as increasing the concentration limits of certain account debtors; (ii) extended the period through which the applicable margin on all borrowings of revolving loans by 0.75% per annum during such Accommodation Period; (iii) extended the period from October 30, 2021 to January 29, 2022, during which the cap on which certain items eligible to be added back to “Consolidated EBITDA” (as defined in the 2018 Revolving Credit Facility) was increased to 27.5% from 22.5%; (iv) extended the temporary suspension of the Consolidated Fixed Charge Coverage Ratio (“FCCR”) covenant through the delivery of a compliance certificate relating to the fiscal quarter ended January 29, 2022 (such period, the “Extended Accommodation Period”), other than the fiscal quarter ending January 29, 2022; (v) required Vince, LLC to maintain an FCCR of 1.0 to 1.0 in the event the excess availability under the 2018 Revolving Credit Facility was less than (x) $7,500 through the end of the Accommodation Period; and (y) $10,000 from August 1, 2020 through the end of the Extended Accommodation Period; (vi) permitted Vince, LLC to incur the debt under the Third Lien Credit Facility (as described below); (vii) revised the definition of “Cash Dominion Trigger Amount” to mean $15,000 through the end of the Extended Accommodation Period and at all other times thereafter, 12.5% of the loan cap and $5,000, whichever is greater; (viii) deemed the Cash Dominion Event (as defined in the credit agreement for the 2018 Revolving Credit Facility) as triggered during the Accommodation Period; and (ix) required an engagement by the Company of a financial advisor from February 1, 2021 until March 31, 2021 (or until the excess availability is greater than 25% of the loan cap for a period of at least thirty days, whichever is later) to assist in the preparation of certain financial reports, including the review of the weekly cashflow reports and other items. As of April 2021, the requirement to engage a financial advisor had been satisfied.

As a result of the Fifth Revolver Amendment, the Company incurred $204 of additional deferred financing costs. In accordance with ASC Topic 470, “Debt”, the Company accounted for this amendment as a debt modification and recorded the additional deferred financing costs as deferred debt issuance costs which will be amortized over the remaining term of the 2018 Revolving Credit Facility.

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

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

As of October 30, 2021, the Company was in compliance with applicable covenants. As of October 30, 2021, $49,110 was available under the 2018 Revolving Credit Facility, net of the loan cap, and there were $38,447 of borrowings outstanding and $5,345 of letters of credit outstanding under the 2018 Revolving Credit Facility. The weighted average interest rate for borrowings outstanding under the 2018 Revolving Credit Facility as of October 30, 2021 was 1.8%.

Third Lien Credit Facility

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

 

SK Financial is an affiliate of Sun Capital, whose affiliates own approximately 71% of the Company’s common stock.  The Third Lien Credit Facility was reviewed and approved by the Special Committee of the Company’s Board of Directors, consisting solely of directors not affiliated with Sun Capital, which committee was represented by independent legal advisors.

Interest on loans under the Third Lien Credit Facility is payable in kind at a rate equal to the LIBOR rate (subject to a floor of 1.0%) plus applicable margins subject to a pricing grid based on minimum Consolidated EBITDA (as defined in the Third Lien Credit Agreement).  During the continuance of certain specified events of default, interest may accrue on the loans under the Third Lien Credit Facility at a rate of 2.0% in excess of the rate otherwise applicable to such amount. The Third Lien Credit Facility contained representations, covenants and conditions that were substantially similar to those under the 2018 Term Loan Facility, except the Third Lien Credit Facility does not contain any financial covenant.

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

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

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

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

 
v3.21.2
Inventory
 9 Months Ended
Oct. 30, 2021
Inventory Disclosure [Abstract]  
Inventory

Note 5. Inventory

Inventories consisted of finished goods. As of October 30, 2021 and January 30, 2021, finished goods, net of reserves were $82,040 and $68,226, respectively.

v3.21.2
Share-Based Compensation
 9 Months Ended
Oct. 30, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Share-Based Compensation

Note 6. Share-Based Compensation

Employee Stock Plans

Vince 2013 Incentive Plan

In connection with the IPO, the Company adopted the Vince 2013 Incentive Plan, which provides for grants of stock options, stock appreciation rights, restricted stock and other stock-based awards. In May 2018, the Company filed a Registration Statement on Form S-8 to register an additional 660,000 shares of common stock available for issuance under the Vince 2013 Incentive Plan. Additionally, in September 2020, the Company filed a Registration Statement on Form S-8 to register an additional 1,000,000 shares of common stock available for issuance under the Vince 2013 Incentive Plan. The aggregate number of shares of common stock which may be issued or used for reference purposes under the Vince 2013 Incentive Plan or with respect to which awards may be granted may not exceed 1,000,000 shares. The shares available for issuance under the Vince 2013 Incentive Plan may be, in whole or in part, either authorized and unissued shares of the Company’s common stock or shares of common stock held in or acquired for the Company’s treasury. In general, if awards under the Vince 2013 Incentive Plan are cancelled for any reason, or expire or terminate unexercised, the shares covered by such award may again be available for the grant of awards under the Vince 2013 Incentive Plan. As of October 30, 2021, there were 1,062,079 shares under the Vince 2013 Incentive Plan available for future grants. Options granted pursuant to the Vince 2013 Incentive Plan typically vest in equal installments over four years, subject to the employees’ continued employment and expire on the earlier of the tenth anniversary of the grant date or upon termination as outlined in the Vince 2013 Incentive Plan. Restricted stock units (“RSUs”) granted typically vest in equal installments over a three-year period or vest in equal installments over four years, subject to the employees’ continued employment.

Employee Stock Purchase Plan

The Company maintains an employee stock purchase plan (“ESPP”) for its employees. Under the ESPP, all eligible employees may contribute up to 10% of their base compensation, up to a maximum contribution of $10 per year. The purchase price of the stock is 90% of the fair market value, with purchases executed on a quarterly basis. The plan is defined as compensatory, and accordingly, a charge for compensation expense is recorded to selling, general and administrative (“SG&A”) expense for the difference between the

 

fair market value and the discounted purchase price of the Company’s Stock. During the nine months ended October 30, 2021, 7,270 shares of common stock were issued under the ESPP. During the nine months ended October 31, 2020, 9,024 shares of common stock were issued under the ESPP. As of October 30, 2021, there were 74,841 shares available for future issuance under the ESPP.

Stock Options

A summary of stock option activity for both employees and non-employees for the nine months ended October 30, 2021 is as follows:

 

 

 

Stock Options

 

 

Weighted Average Exercise Price

 

 

Weighted Average Remaining Contractual Term (years)

 

 

Aggregate Intrinsic Value

(in thousands)

 

Outstanding at January 30, 2021

 

 

58

 

 

$

38.77

 

 

 

4.7

 

 

$

—

 

Granted

 

 

—

 

 

$

—

 

 

 

 

 

 

 

 

 

Exercised

 

 

—

 

 

$

—

 

 

 

 

 

 

 

 

 

Forfeited or expired

 

 

—

 

 

$

—

 

 

 

 

 

 

 

 

 

Outstanding at October 30, 2021

 

 

58

 

 

$

38.77

 

 

 

3.9

 

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested and exercisable at October 30, 2021

 

 

58

 

 

$

38.77

 

 

 

3.9

 

 

$

—

 

 

Restricted Stock Units

A summary of restricted stock unit activity for the nine months ended October 30, 2021 is as follows:

 

 

 

Restricted Stock Units

 

 

Weighted Average Grant Date Fair Value

 

Non-vested restricted stock units at January 30, 2021

 

 

369,621

 

 

$

9.59

 

Granted

 

 

431,691

 

 

$

10.83

 

Vested

 

 

(144,802

)

 

$

9.53

 

Forfeited

 

 

(43,315

)

 

$

10.45

 

Non-vested restricted stock units at October 30, 2021

 

 

613,195

 

 

$

10.42

 

 

Share-Based Compensation Expense

The Company recognized share-based compensation expense of $596, including expense of $72 related to non-employees, during the three months ended October 30, 2021. The Company recognized a net reversal of share-based compensation expense of $(209) primarily due to forfeitures, including expense of $52 related to non-employees, during the three months ended October 31, 2020. The Company recognized share-based compensation expense of $1,485 and $857, including expense of $181 and $151, respectively, related to non-employees, during the nine months ended October 30, 2021 and October 31, 2020, respectively.  

v3.21.2
Earnings (Loss) Per Share
 9 Months Ended
Oct. 30, 2021
Earnings Per Share [Abstract]  
Earnings (Loss) Per Share

Note 7. Earnings (Loss) Per Share

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

 

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

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

October 30,

 

 

October 31,

 

 

October 30,

 

 

October 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Weighted-average shares—basic

 

 

11,935,371

 

 

 

11,796,860

 

 

 

11,882,147

 

 

 

11,758,327

 

Effect of dilutive equity securities

 

 

84,058

 

 

 

10,638

 

 

 

—

 

 

 

—

 

Weighted-average shares—diluted

 

 

12,019,429

 

 

 

11,807,498

 

 

 

11,882,147

 

 

 

11,758,327

 

 

For the three months ended October 30, 2021 and October 31, 2020, 484,050 and 296,483, respectively, weighted average shares of share-based compensation were excluded from the computation of weighted average shares for diluted earnings per share, as their effect would have been anti-dilutive.

Because the Company incurred a net loss for the nine months ended October 30, 2021 and October 31, 2020, weighted-average basic shares and weighted-average diluted shares outstanding are equal for the periods.

 
v3.21.2
Commitments and Contingencies
 9 Months Ended
Oct. 30, 2021
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 8. Commitments and Contingencies

Litigation

On September 7, 2018, a complaint was filed in the United States District Court for the Eastern District of New York by certain stockholders (collectively, the “Plaintiff”), naming the Company as well as David Stefko, the Company’s Chief Financial Officer, one of the Company’s directors, certain of the Company’s former officers and directors, and Sun Capital and certain of its affiliates, as defendants. The complaint generally alleges that the Company and the named parties made false and/or misleading statements and/or failed to disclose matters relating to the transition of the Company’s ERP systems from Kellwood. The complaint brings causes of action for violations of Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 promulgated under the Exchange Act against the Company and the named parties and for violations of Section 20(a) of the Exchange Act against the individual parties, Sun Capital and its affiliates.  The complaint sought unspecified monetary damages and unspecified costs and fees. On January 28, 2019, in response to our motion to dismiss the original complaint, the Plaintiff filed an amended complaint, naming the same defendants as parties and asserting the same causes of action as those stated in the original complaint. On October 4, 2019, an individual stockholder filed a complaint marked as a related suit to the amended complaint, containing substantially identical allegations and claims against the same defendant parties. On September 9, 2020, the two complaints were dismissed in their entirety and the Plaintiff’s request for leave to replead was denied. On October 6, 2020, the Plaintiff filed notices of appeal. On July 6, 2021, the appeals were voluntarily dismissed.

Additionally, the Company is a party to other legal proceedings, compliance matters, environmental, as well as wage and hour and other labor claims that arise in the ordinary course of business. Although the outcome of such items cannot be determined with certainty, management believes that the ultimate outcome of these items, individually and in the aggregate, will not have a material adverse impact on the Company’s financial position, results of operations or cash flows.

 
v3.21.2
Income Taxes
 9 Months Ended
Oct. 30, 2021
Income Tax Disclosure [Abstract]  
Income Taxes

Note 9. Income Taxes

The Company provides for income taxes at the end of each interim period based on the estimated effective tax rate for the full fiscal year.

The benefit for income taxes was $2,118 for the three months ended October 30, 2021 and primarily reflects the impact of a decrease in the Company’s estimated effective tax rate for the full fiscal year. The provision for income taxes was $43 for the three months ended October 31, 2020.

The provision for income taxes was $1,823 for the nine months ended October 30, 2021 and primarily represents the non-cash deferred tax expense created by the current period amortization of indefinite-lived goodwill and intangible assets for tax but not for book purposes. A portion of these deferred tax liabilities cannot be used as a source to support the realization of certain deferred tax assets related to the Company’s net operating losses which results in tax expense to record these deferred tax liabilities. Additionally, the provision for income taxes for the nine months ended October 30, 2021 included a correction of an error of $882 related to the state tax impact of the non-cash deferred tax expense created by the amortization of indefinite-lived goodwill and intangible assets as previously recorded in the fourth quarter of fiscal 2020. The effective tax rate was 22.3% for the nine months ended October 30, 2021 and differs from the U.S. statutory rate primarily due to the increase in deferred tax liabilities attributable to indefinite-lived goodwill and intangible assets as described above and the impact of the valuation allowance established against additional deferred tax assets. The provision for income taxes was $113 and the effective tax rate was 0.2% for the nine months ended October 31, 2020. The Company’s effective tax rate differs from the U.S. statutory rate for the nine months ended October 31, 2020 primarily due to the impact of the valuation allowance established against our deferred tax assets partly offset by state and foreign taxes.

 

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

 
v3.21.2
Leases
 9 Months Ended
Oct. 30, 2021
Leases [Abstract]  
Leases

Note 10. Leases

The Company determines if a contract contains a lease at inception. The Company leases various office spaces, showrooms and retail stores. Although the Company’s more recent leases are subject to shorter terms as a result of the implementation of the strategy to pursue shorter lease terms, many 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 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.

As a result of COVID-19, the Company did not initially make certain rent payments in fiscal 2020. The Company has recognized any rent payments not made within accounts payable in the accompanying condensed consolidated balance sheets and has continued to recognize rent expense in the condensed consolidated statements of operations and comprehensive income (loss). As a result of discussions with landlords and amendments to existing lease terms, the Company has since made rent payments for its leases. The Company considered the FASB’s recent guidance regarding lease modifications as a result of the effects of COVID-19 and elected to apply the temporary practical expedient to account for lease changes as variable rent unless an amendment results in a substantial change in the Company's lease obligations, which in those circumstances the Company accounted for such lease change as a lease modification. The impact of rent concessions recorded as either reductions in variable rent or lease modifications was $3,655 and $3,947 for the three and nine months ended October 31, 2020 to the condensed consolidated statement of operations. In addition to the benefits received from the rent concessions as a result of negotiations with landlords, the Company also recorded $549 and $992 for the three and nine months ended October 31, 2020 related to concessions for other occupancy costs such as common area maintenance, real estate taxes, and lease advertising charges.

Total lease cost is included in cost of sales and SG&A expense in the accompanying condensed consolidated statements of operations and comprehensive income (loss) and is recorded net of immaterial sublease income. Some leases have a non-cancelable lease term of less than one year and therefore, the Company has elected to exclude these short-term leases from our ROU asset and lease liabilities. Short term lease costs were immaterial for the nine months ended October 30, 2021 and October 31, 2020. The Company’s lease cost is comprised of the following:

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

October 30,

 

 

October 31,

 

 

October 30,

 

 

October 31,

 

(in thousands)

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Operating lease cost

 

$

6,077

 

 

$

5,258

 

 

$

18,270

 

 

$

18,112

 

Variable operating lease cost

 

 

810

 

 

 

(2,855

)

 

 

(59

)

 

 

(2,810

)

Total lease cost

 

$

6,887

 

 

$

2,403

 

 

$

18,211

 

 

$

15,302

 

 

The operating lease cost above included a correction of an error of $501 benefit recorded within SG&A expenses in the nine months ended October 30, 2021 related to a lease amendment for a retail store location signed in April 2020. The amendment lowered the base rent for fiscal 2021 through fiscal 2023 which was not accounted for upon the signing of the agreement leading to an overstatement of the ROU asset related expenses and lease liability in the first quarter of fiscal 2020.

During the nine months ended October 31, 2020, the Company recorded right-of-use assets impairment of approximately $8,556. There was no such impairment for the three and nine months ended October 30, 2021.  

 

As of October 30, 2021, the future maturity of lease liabilities are as follows:

 

 

 

 

October 30,

 

(in thousands)

 

 

 

2021

 

Fiscal 2021

 

 

 

$

7,948

 

Fiscal 2022

 

 

 

 

28,868

 

Fiscal 2023

 

 

 

 

28,338

 

Fiscal 2024

 

 

 

 

25,218

 

Fiscal 2025

 

 

 

 

16,917

 

Thereafter

 

 

 

 

42,988

 

Total lease payments

 

 

 

 

150,277

 

Less: Imputed interest

 

 

 

 

(28,247

)

Total operating lease liabilities

 

 

 

$

122,030

 

The operating lease payments do not include any renewal options as such leases are not reasonably certain of being renewed as of October 30, 2021.  

 
v3.21.2
Segment Financial Information
 9 Months Ended
Oct. 30, 2021
Segment Reporting [Abstract]  
Segment Financial Information

Note 11. Segment Financial Information

The Company has identified three reportable segments, as further described below. Management considered both similar and dissimilar economic characteristics, internal reporting and management structures, as well as products, customers, and supply chain logistics to identify the following reportable segments:

 

•

Vince Wholesale segment—consists of the Company’s operations to distribute Vince brand products to major department stores and specialty stores in the United States and select international markets;

 

•

Vince Direct-to-consumer segment—consists of the Company’s operations to distribute Vince brand products directly to the consumer through its Vince branded full-price specialty retail stores, outlet stores, e-commerce platform and its subscription business Vince Unfold; and

 

•

Rebecca Taylor and Parker segment—consists of the Company’s operations to distribute Rebecca Taylor and Parker brand products to high-end department and specialty stores in the U.S. and select international markets, directly to the consumer through their own branded e-commerce platforms and Rebecca Taylor retail and outlet stores, and through its subscription business Rebecca Taylor RNTD.

The accounting policies of the Company’s reportable segments are consistent with those described in Note 1 to the audited consolidated financial statements of VHC for the fiscal year ended January 30, 2021 included in the 2020 Annual Report on Form 10-K. Unallocated corporate expenses are related to the Vince brand and are comprised of selling, general, and administrative expenses attributable to corporate and administrative activities (such as marketing, design, finance, information technology, legal and human resource departments), and other charges that are not directly attributable to the Company’s Vince Wholesale and Vince Direct-to-consumer reportable segments. Unallocated corporate assets are related to the Vince brand and are comprised of the carrying values of the Company’s goodwill and tradename, deferred tax assets, and other assets that will be utilized to generate revenue for the Company’s Vince Wholesale and Vince Direct-to-consumer reportable segments.

 

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

 

(in thousands)

 

Vince Wholesale

 

 

Vince Direct-to-consumer

 

 

Rebecca Taylor and Parker

 

 

Unallocated Corporate

 

 

Total

 

Three Months Ended October 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales (1)

 

$

42,636

 

 

$

35,722

 

 

$

9,092

 

 

$

—

 

 

$

87,450

 

Income (loss) before income taxes

 

 

12,919

 

 

 

5,190

 

 

 

(3,121

)

 

 

(14,891

)

 

 

97

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended October 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales (2)

 

$

38,746

 

 

$

22,822

 

 

$

7,454

 

 

$

—

 

 

$

69,022

 

Income (loss) before income taxes

 

 

16,027

 

 

 

(141

)

 

 

(1,906

)

 

 

(8,974

)

 

 

5,006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended October 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales (1)

 

$

104,605

 

 

$

91,636

 

 

$

27,415

 

 

$

—

 

 

$

223,656

 

Income (loss) before income taxes

 

 

29,857

 

 

 

10,989

 

 

 

(7,955

)

 

 

(41,065

)

 

 

(8,174

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended October 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales (2)

 

$

66,598

 

 

$

55,958

 

 

$

22,506

 

 

$

—

 

 

$

145,062

 

Income (loss) before income taxes (3) (4) (5)

 

 

19,840

 

 

 

(22,526

)

 

 

(11,121

)

 

 

(44,357

)

 

 

(58,164

)

 

 

(in thousands)

 

Vince Wholesale

 

 

Vince Direct-to-consumer

 

 

Rebecca Taylor and Parker

 

 

Unallocated Corporate

 

 

Total

 

October 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

73,062

 

 

$

108,278

 

 

$

39,253

 

 

$

128,309

 

 

$

348,902

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

66,816

 

 

$

104,784

 

 

$

39,514

 

 

$

121,830

 

 

$

332,944

 

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

(2) Net sales for the Rebecca Taylor and Parker reportable segment for the three and nine months ended October 31, 2020 consisted of $4,848 and $14,571 through wholesale distribution channels and $2,606 and $7,935 through direct-to-consumer distribution channels, respectively.

(3)  Vince Direct-to-consumer reportable segment includes a non-cash impairment charge of $11,725 related to property and equipment and ROU assets for the nine months ended October 31, 2020.

(4) Rebecca Taylor and Parker reportable segment includes non-cash impairment charges of $1,687, of which $386 is related to the Rebecca Taylor tradename and $1,301 is related to property and equipment and ROU assets for the nine months ended October 31, 2020.

(5) Unallocated Corporate includes a benefit from the re-measurement of the liability related to the Tax Receivable Agreement of $2,320 and non-cash impairment charges of $13,462, of which $9,462 is related to goodwill and $4,000 is related to the Vince tradename for the nine months ended October 31, 2020.

 
v3.21.2
Related Party Transactions
 9 Months Ended
Oct. 30, 2021
Related Party Transactions [Abstract]  
Related Party Transactions

Note 12. Related Party Transactions

Third Lien Credit Agreement

On December 11, 2020, Vince, LLC entered into the $20,000 Third Lien Credit Facility pursuant to the Third Lien Credit Agreement, by and among Vince, LLC, as the borrower, SK Financial, as agent and lender, and other lenders from time to time party thereto. SK Financial is an affiliate of Sun Capital, whose affiliates own approximately 71% of the Company’s common stock.  The Third Lien Credit Facility was reviewed and approved by the Special Committee of the Company’s Board of Directors, consisting solely of directors not affiliated with Sun Capital, which committee was represented by independent legal advisors.

See Note 4 “Long-Term Debt and Financing Arrangements” for additional information.

 

Tax Receivable Agreement

VHC entered into a Tax Receivable Agreement with the Pre-IPO Stockholders on November 27, 2013. The Company and its former subsidiaries generated certain tax benefits (including NOLs and tax credits) prior to the Restructuring Transactions consummated in connection with the Company’s IPO and will generate certain section 197 intangible deductions (the “Pre-IPO Tax Benefits”), which would reduce the actual liability for taxes that the Company might otherwise be required to pay. The Tax Receivable Agreement provides for payments to the Pre-IPO Stockholders in an amount equal to 85% of the aggregate reduction in taxes payable realized by the Company and its subsidiaries from the utilization of the Pre-IPO Tax Benefits (the “Net Tax Benefit”).

For purposes of the Tax Receivable Agreement, the Net Tax Benefit equals (i) with respect to a taxable year, the excess, if any, of (A) the Company’s liability for taxes using the same methods, elections, conventions and similar practices used on the relevant company return assuming there were no Pre-IPO Tax Benefits over (B) the Company’s actual liability for taxes for such taxable year (the “Realized Tax Benefit”), plus (ii) for each prior taxable year, the excess, if any, of the Realized Tax Benefit reflected on an amended schedule applicable to such prior taxable year over the Realized Tax Benefit reflected on the original tax benefit schedule for such prior taxable year, minus (iii) for each prior taxable year, the excess, if any, of the Realized Tax Benefit reflected on the original tax benefit schedule for such prior taxable year over the Realized Tax Benefit reflected on the amended schedule for such prior taxable year; provided, however, that to the extent any of the adjustments described in clauses (ii) and (iii) were reflected in the calculation of the tax benefit payment for any subsequent taxable year, such adjustments shall not be taken into account in determining the Net Tax Benefit for any subsequent taxable year. To the extent that the Company is unable to make the payment under the Tax Receivable Agreement when due under the terms of the Tax Receivable Agreement for any reason, such payment would be deferred and would accrue interest at a default rate of LIBOR plus 500 basis points until paid, instead of the agreed rate of LIBOR plus 200 basis points per annum in accordance with the terms of the Tax Receivable Agreement.

During the first quarter of fiscal 2020, the obligation under the Tax Receivable Agreement was adjusted as a result of changes in the levels of projected pre-tax income, primarily as a result of COVID-19. The adjustment resulted in a net decrease of $2,320 to the liability under the Tax Receivable Agreement with the corresponding adjustment accounted for within Other (income) expense, net on the condensed consolidated statements of operations and comprehensive income (loss) for the nine months ended October 31, 2020. As of October 30, 2021, the Company’s total obligation under the Tax Receivable Agreement was estimated to be $0 based on projected future pre-tax income.

Sun Capital Consulting Agreement

On November 27, 2013, the Company entered into an agreement with Sun Capital Management to (i) reimburse Sun Capital Management Corp. (“Sun Capital Management”) or any of its affiliates providing consulting services under the agreement for out-of-pocket expenses incurred in providing consulting services to the Company and (ii) provide Sun Capital Management with customary indemnification for any such services.

During the three and nine months ended October 30, 2021 and October 31, 2020, the Company incurred expenses of $1 and $0 and $9 and $11, respectively, under the Sun Capital Consulting Agreement.    

 
v3.21.2
Description of Business and Basis of Presentation (Policies)
 9 Months Ended
Oct. 30, 2021
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Description of Business

(A) Description of Business: The Company is a global contemporary group, consisting of three brands: Vince, Rebecca Taylor, and Parker. Vince, established in 2002, is a leading global luxury apparel and accessories brand best known for creating elevated yet understated pieces for every day effortless style. Rebecca Taylor, founded in 1996 in New York City, is a contemporary womenswear line lauded for its signature prints, romantic detailing and vintage inspired aesthetic, reimagined for a modern era. Parker, founded in 2008 in New York City, is a contemporary women’s fashion brand that is trend focused. While we continue to believe that the Parker brand complements our portfolio, during the first half of fiscal 2020 the Company decided to pause the creation of new products to focus resources on the operations of the Vince and Rebecca Taylor brands and to preserve liquidity.

The Company reaches its customers through a variety of channels, specifically through major wholesale department stores and specialty stores in the United States (“U.S.”) and select international markets, as well as through the Company’s branded retail locations and the Company’s websites. The Company designs products in the U.S. and sources the vast majority of products from contract manufacturers outside the U.S., primarily in Asia. Products are manufactured to meet the Company’s product specifications and labor standards.

Basis of Presentation

(B) Basis of Presentation: The accompanying condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Therefore, these financial statements should be read in conjunction with VHC’s audited financial statements for the fiscal year ended January 30, 2021, as set forth in the 2020 Annual Report on Form 10-K.

The condensed consolidated financial statements include the Company’s accounts and the accounts of the Company’s wholly-owned subsidiaries as of October 30, 2021. All intercompany accounts and transactions have been eliminated. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) and disclosures necessary for a fair statement. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or the fiscal year as a whole.
Use of Estimates

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

The Company considered the novel coronavirus (“COVID-19”) related impacts to its estimates including the impairment of property and equipment and operating lease right-of-use (“ROU”) assets, the impairment of goodwill and intangible assets, accounts

 

receivable and inventory valuation, the liability associated with our tax receivable agreement, and the assessment of our liquidity. These estimates may change as the current situation evolves or new events occur.  
COVID 19

(D) COVID-19: The spread of COVID-19, which was declared a pandemic by the World Health Organization in March 2020, caused state and municipal public officials to mandate jurisdiction-wide curfews, including “shelter-in-place” and closures of most non-essential businesses as well as other measures to mitigate the spread of the virus.

In light of the COVID-19 pandemic, we have taken various measures to improve our liquidity as described below.  Based on these measures and our current expectations, we believe that our sources of liquidity will generate sufficient cash flows to meet our obligations during the next twelve months from the date these condensed consolidated financial statements are issued.

The following summarizes the various measures we have implemented to effectively manage the business as well as the impacts from the COVID-19 pandemic during fiscal 2020.  

 

 

•

While we continued to serve our customers through our online e-commerce websites during the periods in which we were forced to shut down all of our domestic and international retail locations alongside other retailers, including our wholesale partners, the store closures resulted in a sharp decline in our revenue and ability to generate cash flows from operations.  We began reopening stores during May 2020 and nearly all of the Company’s stores have since reopened in a limited capacity in accordance with state and local regulations related to the COVID-19 pandemic.  Other than Hawaii and the United Kingdom which re-closed for a short period and subsequently re-opened based on the local stay-at-home order, we have not been impacted by any re-closure orders or regulations.

 

As a result of store closures and the decline in projected cash flows, the Company recognized a non-cash impairment charge related to property and equipment and operating lease ROU assets to adjust the carrying amounts of certain store locations to their estimated fair value. During fiscal 2020, the Company recorded an impairment of property and equipment and operating lease ROU assets of $4,470 and $8,556, respectively. The impairment charges were recorded within impairment of long-lived assets on the Consolidated Statements of Operations and Comprehensive Income (Loss). See “Note 1 – Description of Business and Summary of Significant Accounting Policies – (K) Impairment of Long-lived Assets” in the 2020 Annual Report on Form 10-K for additional information.  

 

The Company incurred a non-cash impairment charge of $13,848 on goodwill and intangible assets during fiscal 2020 as a result of the decline in long-term projections due to COVID-19.  See Note 3 “Goodwill and Intangible Assets” in the 2020 Annual Report on Form 10-K for additional information;

 

•

We entered into a loan agreement with Sun Capital Partners, Inc. (“Sun Capital”), who own approximately 71% of the outstanding shares of the Company’s common stock (see Note 14 “Related Party Transactions” in the 2020 Annual Report on Form 10-K for further discussion regarding our relationship with Sun Capital), as well as amendments to our 2018 Term Loan Facility and our 2018 Revolving Credit Facility to provide additional liquidity and amend certain financial covenants to allow increased operational flexibility. See Note 5 “Long-Term Debt and Financing Arrangements,” in the 2020 Annual Report on Form 10-K for additional information;

 

•

Furloughed all of our retail store associates as well as a significant portion of our corporate associates during the period of store closures and reinstated a limited number of associates commensurate to the store re-openings as well as other business needs;

 

•

Temporarily reduced retained employee salaries and suspended board retainer fees;

 

•

Engaged in active discussions with landlords to address the current operating environment, including amending existing lease terms. See Note 12 “Leases” in the 2020 Annual Report on Form 10-K for additional information;  

 

•

Executed other operational initiatives to carefully manage our investments across all key areas, including aligning inventory levels with anticipated demand and reevaluating non-critical capital build-out and other investments and activities; and

 

•

Streamlined our expense structure in all areas such as marketing, distribution, and product development to align with the business environment and sales opportunities.

The COVID-19 pandemic remains highly volatile and continues to evolve on a daily basis, particularly in light of ongoing vaccination efforts and emerging strains of the virus, which could negatively affect the outcome of the measures intended to address its impact and/or our current expectations of the Company’s future business performance. Factors such as continued temporary closures and/or reclosures of our stores, distribution centers and corporate facilities as well as those of our wholesale partners; declines and changes in consumer behavior including traffic, spending and demand and resulting build-up of excess inventory; supply chain disruptions; and our business partners’ ability to access capital sources and maintain compliance with credit facilities; as well as our

 

ability to collect receivables and diversion of corporate resources from key business activities and compliance efforts could continue to adversely affect the Company’s business, financial condition, cash flow, liquidity and results of operations.
Sources and Uses of Liquidity (E) Sources and Uses of Liquidity: The Company’s sources of liquidity are cash and cash equivalents, cash flows from operations, if any, borrowings available under the 2018 Revolving Credit Facility (as amended and restated and as defined below) and the Company’s ability to access capital markets. The Company’s primary cash needs are funding working capital requirements, meeting debt service requirements, and capital expenditures for new stores and related leasehold improvements.
Revenue Recognition

(F) Revenue Recognition: The Company recognizes revenue when performance obligations identified under the terms of contracts with its customers are satisfied, which generally occurs upon the transfer of control in accordance with the contractual terms and conditions of the sale. Sales are recognized when the control of the goods are transferred to the customer for the Company’s wholesale business, upon receipt by the customer for the Company’s e-commerce business, and at the time of sale to the consumer for the Company’s retail business. See Note 11 “Segment Financial Information” for disaggregated revenue amounts by segment.

Revenue associated with gift cards is recognized upon redemption and unredeemed balances are considered a contract liability and recorded within other accrued expenses, which are subject to escheatment within the jurisdictions in which it operates. As of October 30, 2021 and January 30, 2021, the contract liability was $1,492 and $1,618, respectively. For the three and nine months ended October 30, 2021, the Company recognized $35 and $192, respectively, of revenue that was previously included in the contract liability as of January 30, 2021.
Recent Accounting Pronouncements

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

Recently Adopted Accounting Pronouncements

In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019-12: “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” The guidance simplifies the approach for intraperiod tax allocations, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. The guidance also clarifies and simplifies other areas of Accounting Standards Codification (“ASC”) 740. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted. The Company adopted the guidance on January 31, 2021, the first day of fiscal 2021, which did not have a material effect on the Company’s condensed consolidated financial statements.

Recently Issued Accounting Pronouncements

In June 2016, the FASB issued ASU 2016-13: “Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments”. The ASU requires an impairment model (known as the current expected credit loss (“CECL”) model) that is based on expected losses rather than incurred losses. Under the new guidance, each reporting entity should estimate an allowance for expected credit losses, which is intended to result in more timely recognition of losses. The new standard applies to trade receivables arising from revenue transactions. Under ASC 606, revenue is recognized when, among other criteria, it is probable that an entity will collect the consideration it is entitled to when goods or services are transferred to a customer. When trade receivables are recorded, they become subject to the CECL model and estimates of expected credit losses on trade receivables over their contractual life will be required to be recorded at inception based on historical information, current conditions, and reasonable and supportable forecasts. This guidance is effective for smaller reporting companies for annual periods beginning after December 15, 2022, including the interim periods in the year. Early adoption is permitted.  Management is currently evaluating the impact of this ASU on the consolidated financial statements.
v3.21.2
Goodwill and Intangible Assets (Tables)
 9 Months Ended
Oct. 30, 2021
Goodwill And Intangible Assets Disclosure [Abstract]  
Summary of Net Goodwill Balances

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

 

(in thousands)

 

Vince Wholesale

 

 

Vince

Direct-to-consumer

 

 

Rebecca Taylor and Parker

 

 

Total Net Goodwill

 

Balance as of January 30, 2021

 

$

31,973

 

 

$

—

 

 

$

—

 

 

$

31,973

 

Balance as of October 30, 2021

 

$

31,973

 

 

$

—

 

 

$

—

 

 

$

31,973

 
Summary of Identifiable Intangible Assets

The following tables present a summary of identifiable intangible assets:

 

(in thousands)

 

Gross Amount

 

 

Accumulated Amortization

 

 

Accumulated Impairments

 

 

Net Book Value

 

Balance as of October 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

31,355

 

 

$

(21,485

)

 

$

(6,115

)

 

$

3,755

 

Tradenames

 

 

13,100

 

 

 

(129

)

 

 

(12,527

)

 

 

444

 

Indefinite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tradenames

 

 

110,986

 

 

 

—

 

 

 

(39,186

)

 

 

71,800

 

Total intangible assets

 

$

155,441

 

 

$

(21,614

)

 

$

(57,828

)

 

$

75,999

 

 

(in thousands)

 

Gross Amount

 

 

Accumulated Amortization

 

 

Accumulated Impairments

 

 

Net Book Value

 

Balance as of January 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

31,355

 

 

$

(21,036

)

 

$

(6,115

)

 

$

4,204

 

Tradenames

 

 

13,100

 

 

 

(86

)

 

 

(12,527

)

 

 

487

 

Indefinite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tradenames

 

 

110,986

 

 

 

—

 

 

 

(39,186

)

 

 

71,800

 

Total intangible assets

 

$

155,441

 

 

$

(21,122

)

 

$

(57,828

)

 

$

76,491

 
v3.21.2
Fair Value Measurements (Tables)
 9 Months Ended
Oct. 30, 2021
Fair Value Disclosures [Abstract]  
Summary of Non-Financial Assets Measured at Fair Value on Nonrecurring Basis

The following table presents the non-financial assets the Company measured at fair value on a non-recurring basis for the nine months ended October 31, 2020, based on such fair value hierarchy:

 

 

 

Net Carrying

Value as of

 

 

Fair Value Measured and Recorded at Reporting Date Using:

 

 

Total Losses - Nine Months Ended

 

 

(in thousands)

 

October 31, 2020

 

 

Level 1

 

 

Level 2

 

 

Level 3

 

 

October 31, 2020

 

 

Property and equipment

 

$

8,765

 

 

$

—

 

 

$

—

 

 

$

8,765

 

 

$

4,470

 

(1)

Goodwill

 

 

31,973

 

 

 

—

 

 

 

—

 

 

 

31,973

 

 

 

9,462

 

(2)

Tradenames - Indefinite-lived

 

 

71,800

 

 

 

—

 

 

 

—

 

 

 

71,800

 

 

 

4,386

 

(2)

ROU Assets

 

 

79,542

 

 

 

—

 

 

 

—

 

 

 

79,542

 

 

 

8,556

 

(1)

(1) Recorded within Impairment of long-lived assets on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 1 “Description of Business and Basis of Presentation – (D) COVID-19” for additional information.

(2) Recorded within Impairment of goodwill and intangible assets on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 2 “Goodwill and Intangible Assets” for additional information.
v3.21.2
Long-Term Debt and Financing Arrangements (Tables)
 9 Months Ended
Oct. 30, 2021
Debt Instrument [Line Items]  
Summary of Long-Term Debt

Long-term debt consisted of the following:

 

 

 

October 30,

 

 

January 30,

 

(in thousands)

 

2021

 

 

2021

 

Long-term debt:

 

 

 

 

 

 

 

 

Term Loan Facilities

 

$

35,000

 

 

$

24,750

 

Revolving Credit Facilities

 

 

38,447

 

 

 

40,399

 

Third Lien Credit Facility

 

 

22,469

 

 

 

20,748

 

Total debt principal

 

 

95,916

 

 

 

85,897

 

Less: current portion of long-term debt

 

 

1,750

 

 

 

—

 

Less: deferred financing costs

 

 

1,283

 

 

 

1,412

 

Total long-term debt

 

$

92,883

 

 

$

84,485

 

 
Term Loan Credit Facility [Member]  
Debt Instrument [Line Items]  
Schedule of Maturities of Term Loan Credit Facility

Scheduled maturities of the Term Loan Credit Facility are as follows:

 

 

 

Term Loan Credit

 

(in thousands)

 

Facility Maturity

 

Fiscal 2021

 

$

—

 

Fiscal 2022

 

 

2,625

 

Fiscal 2023

 

 

3,500

 

Fiscal 2024

 

 

3,500

 

Fiscal 2025

 

 

3,500

 

Fiscal 2026

 

 

21,875

 

      Total

 

$

35,000

 
v3.21.2
Share-Based Compensation (Tables)
 9 Months Ended
Oct. 30, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Summary of Stock Option Activity for Both Employees and Non-employees

A summary of stock option activity for both employees and non-employees for the nine months ended October 30, 2021 is as follows:

 

 

 

Stock Options

 

 

Weighted Average Exercise Price

 

 

Weighted Average Remaining Contractual Term (years)

 

 

Aggregate Intrinsic Value

(in thousands)

 

Outstanding at January 30, 2021

 

 

58

 

 

$

38.77

 

 

 

4.7

 

 

$

—

 

Granted

 

 

—

 

 

$

—

 

 

 

 

 

 

 

 

 

Exercised

 

 

—

 

 

$

—

 

 

 

 

 

 

 

 

 

Forfeited or expired

 

 

—

 

 

$

—

 

 

 

 

 

 

 

 

 

Outstanding at October 30, 2021

 

 

58

 

 

$

38.77

 

 

 

3.9

 

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested and exercisable at October 30, 2021

 

 

58

 

 

$

38.77

 

 

 

3.9

 

 

$

—

 

 
Schedule of Restricted Stock Units Activity

A summary of restricted stock unit activity for the nine months ended October 30, 2021 is as follows:

 

 

 

Restricted Stock Units

 

 

Weighted Average Grant Date Fair Value

 

Non-vested restricted stock units at January 30, 2021

 

 

369,621

 

 

$

9.59

 

Granted

 

 

431,691

 

 

$

10.83

 

Vested

 

 

(144,802

)

 

$

9.53

 

Forfeited

 

 

(43,315

)

 

$

10.45

 

Non-vested restricted stock units at October 30, 2021

 

 

613,195

 

 

$

10.42

 

 
v3.21.2
Earnings (Loss) Per Share (Tables)
 9 Months Ended
Oct. 30, 2021
Earnings Per Share [Abstract]  
Schedule of Reconciliation of Weighted Average Basic Shares to Weighted Average Diluted Shares Outstanding The following is a reconciliation of weighted average basic shares to weighted average diluted shares outstanding:

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

October 30,

 

 

October 31,

 

 

October 30,

 

 

October 31,

 

 

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Weighted-average shares—basic

 

 

11,935,371

 

 

 

11,796,860

 

 

 

11,882,147

 

 

 

11,758,327

 

Effect of dilutive equity securities

 

 

84,058

 

 

 

10,638

 

 

 

—

 

 

 

—

 

Weighted-average shares—diluted

 

 

12,019,429

 

 

 

11,807,498

 

 

 

11,882,147

 

 

 

11,758,327

 
v3.21.2
Leases (Tables)
 9 Months Ended
Oct. 30, 2021
Leases [Abstract]  
Summary of Lease Cost The Company’s lease cost is comprised of the following:

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

October 30,

 

 

October 31,

 

 

October 30,

 

 

October 31,

 

(in thousands)

 

2021

 

 

2020

 

 

2021

 

 

2020

 

Operating lease cost

 

$

6,077

 

 

$

5,258

 

 

$

18,270

 

 

$

18,112

 

Variable operating lease cost

 

 

810

 

 

 

(2,855

)

 

 

(59

)

 

 

(2,810

)

Total lease cost

 

$

6,887

 

 

$

2,403

 

 

$

18,211

 

 

$

15,302

 

 
Summary of Future Maturity of Lease Liabilities

 

As of October 30, 2021, the future maturity of lease liabilities are as follows:

 

 

 

 

October 30,

 

(in thousands)

 

 

 

2021

 

Fiscal 2021

 

 

 

$

7,948

 

Fiscal 2022

 

 

 

 

28,868

 

Fiscal 2023

 

 

 

 

28,338

 

Fiscal 2024

 

 

 

 

25,218

 

Fiscal 2025

 

 

 

 

16,917

 

Thereafter

 

 

 

 

42,988

 

Total lease payments

 

 

 

 

150,277

 

Less: Imputed interest

 

 

 

 

(28,247

)

Total operating lease liabilities

 

 

 

$

122,030

 
v3.21.2
Segment Financial Information (Tables)
 9 Months Ended
Oct. 30, 2021
Segment Reporting [Abstract]  
Summary of Reportable Segments Information

 

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

 

(in thousands)

 

Vince Wholesale

 

 

Vince Direct-to-consumer

 

 

Rebecca Taylor and Parker

 

 

Unallocated Corporate

 

 

Total

 

Three Months Ended October 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales (1)

 

$

42,636

 

 

$

35,722

 

 

$

9,092

 

 

$

—

 

 

$

87,450

 

Income (loss) before income taxes

 

 

12,919

 

 

 

5,190

 

 

 

(3,121

)

 

 

(14,891

)

 

 

97

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended October 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales (2)

 

$

38,746

 

 

$

22,822

 

 

$

7,454

 

 

$

—

 

 

$

69,022

 

Income (loss) before income taxes

 

 

16,027

 

 

 

(141

)

 

 

(1,906

)

 

 

(8,974

)

 

 

5,006

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended October 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales (1)

 

$

104,605

 

 

$

91,636

 

 

$

27,415

 

 

$

—

 

 

$

223,656

 

Income (loss) before income taxes

 

 

29,857

 

 

 

10,989

 

 

 

(7,955

)

 

 

(41,065

)

 

 

(8,174

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended October 31, 2020

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales (2)

 

$

66,598

 

 

$

55,958

 

 

$

22,506

 

 

$

—

 

 

$

145,062

 

Income (loss) before income taxes (3) (4) (5)

 

 

19,840

 

 

 

(22,526

)

 

 

(11,121

)

 

 

(44,357

)

 

 

(58,164

)

 

 

(in thousands)

 

Vince Wholesale

 

 

Vince Direct-to-consumer

 

 

Rebecca Taylor and Parker

 

 

Unallocated Corporate

 

 

Total

 

October 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

73,062

 

 

$

108,278

 

 

$

39,253

 

 

$

128,309

 

 

$

348,902

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 30, 2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

66,816

 

 

$

104,784

 

 

$

39,514

 

 

$

121,830

 

 

$

332,944

 

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

(2) Net sales for the Rebecca Taylor and Parker reportable segment for the three and nine months ended October 31, 2020 consisted of $4,848 and $14,571 through wholesale distribution channels and $2,606 and $7,935 through direct-to-consumer distribution channels, respectively.

(3)  Vince Direct-to-consumer reportable segment includes a non-cash impairment charge of $11,725 related to property and equipment and ROU assets for the nine months ended October 31, 2020.

(4) Rebecca Taylor and Parker reportable segment includes non-cash impairment charges of $1,687, of which $386 is related to the Rebecca Taylor tradename and $1,301 is related to property and equipment and ROU assets for the nine months ended October 31, 2020.

(5) Unallocated Corporate includes a benefit from the re-measurement of the liability related to the Tax Receivable Agreement of $2,320 and non-cash impairment charges of $13,462, of which $9,462 is related to goodwill and $4,000 is related to the Vince tradename for the nine months ended October 31, 2020.

v3.21.2
Description of Business and Basis of Presentation - Additional Information (Detail) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended 12 Months Ended
Oct. 30, 2021
Oct. 30, 2021
Oct. 31, 2020
Jan. 30, 2021
Nov. 03, 2019
Organization Consolidation And Presentation Of Financial Statements [Line Items]          
Impairment of long-lived assets     $ 13,026    
Non-cash impairment charge of goodwill and intangible assets     13,848 $ 13,848  
Contract liability $ 1,492 $ 1,492   1,618  
Revenue recognized included in contract liability $ 35 $ 192      
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] true true      
Change in Accounting Principle, Accounting Standards Update, Adoption Date Jan. 31, 2021 Jan. 31, 2021      
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] true true      
Accounting Standards Update [Extensible List]   http://fasb.org/us-gaap/2021-01-31#AccountingStandardsUpdate201912Member      
Sun Capital [Member] | Loan Agreement [Member]          
Organization Consolidation And Presentation Of Financial Statements [Line Items]          
Ownership percentage of common stock 71.00% 71.00%      
Property and Equipment [Member]          
Organization Consolidation And Presentation Of Financial Statements [Line Items]          
Impairment of long-lived assets     $ 4,470 4,470  
ROU Assets [Member]          
Organization Consolidation And Presentation Of Financial Statements [Line Items]          
Impairment of long-lived assets       $ 8,556  
Rebecca Taylor, Inc. and Parker Holding, LLC [Member]          
Organization Consolidation And Presentation Of Financial Statements [Line Items]          
Percentage of equity interest         100.00%
v3.21.2
Goodwill and Intangible Assets - Summary of Net Goodwill Balances (Detail)
$ in Thousands
Oct. 30, 2021
USD ($)
Goodwill [Line Items]  
Beginning balance - Total Net Goodwill $ 31,973
Ending balance - Total Net Goodwill 31,973
Vince [Member] | Wholesale [Member]  
Goodwill [Line Items]  
Beginning balance - Total Net Goodwill 31,973
Ending balance - Total Net Goodwill $ 31,973
v3.21.2
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($)
 3 Months Ended 9 Months Ended
Oct. 30, 2021
Oct. 31, 2020
Oct. 30, 2021
Oct. 31, 2020
Jan. 30, 2021
Identifiable Intangible Assets [Line Items]          
Accumulated impairments goodwill $ 101,845,000   $ 101,845,000    
Goodwill 31,973,000   31,973,000   $ 31,973,000
Impairment of goodwill       $ 9,462,000  
Amortization of identifiable intangible assets 164,000 $ 164,000 492,000 492,000  
Estimated amortization of identifiable intangible assets, year one 655,000   655,000    
Estimated amortization of identifiable intangible assets, year two 655,000   655,000    
Estimated amortization of identifiable intangible assets, year three 655,000   655,000    
Estimated amortization of identifiable intangible assets, year four 655,000   655,000    
Estimated amortization of identifiable intangible assets, year five 655,000   655,000    
Vince [Member] | Wholesale [Member]          
Identifiable Intangible Assets [Line Items]          
Goodwill 31,973,000   31,973,000   $ 31,973,000
Impairment of goodwill 0   0    
Vince [Member] | Wholesale [Member] | Discounted Cash Flows and Market Comparisons [Member]          
Identifiable Intangible Assets [Line Items]          
Goodwill   $ 9,462,000   9,462,000  
Impairment of goodwill       9,462,000  
Vince and Rebecca Taylor [Member] | Tradenames [Member]          
Identifiable Intangible Assets [Line Items]          
Impairment of intangible assets $ 0   $ 0 $ 4,386,000  
v3.21.2
Goodwill and Intangible Assets - Summary of Identifiable Intangible Assets (Detail) - USD ($)
$ in Thousands
Oct. 30, 2021
Jan. 30, 2021
Identifiable Intangible Assets [Line Items]    
Gross Amount $ 155,441 $ 155,441
Accumulated Amortization (21,614) (21,122)
Total Intangible assets, Accumulated impairments (57,828) (57,828)
Net Book Value 75,999 76,491
Tradenames [Member]    
Identifiable Intangible Assets [Line Items]    
Gross Amount 110,986 110,986
Total Intangible assets, Accumulated impairments (39,186) (39,186)
Net Book Value 71,800 71,800
Customer Relationships [Member]    
Identifiable Intangible Assets [Line Items]    
Gross Amount 31,355 31,355
Accumulated Amortization (21,485) (21,036)
Accumulated Impairments (6,115) (6,115)
Net Book Value 3,755 4,204
Tradenames [Member]    
Identifiable Intangible Assets [Line Items]    
Gross Amount 13,100 13,100
Accumulated Amortization (129) (86)
Accumulated Impairments (12,527) (12,527)
Net Book Value $ 444 $ 487
v3.21.2
Fair Value Measurements - Additional Information (Detail) - USD ($)
Oct. 30, 2021
Jan. 30, 2021
Dec. 11, 2020
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]      
Non-financial assets recognized at fair value $ 0 $ 0  
Non-financial liabilities recognized at fair value 0 0  
Total long-term debt principal 95,916,000 85,897,000  
Term Loan Credit Facility [Member]      
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]      
Total long-term debt principal 35,000,000    
Term Loan Credit Facility [Member] | Level 3 [Member]      
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]      
Fair value of term loan facility 35,000,000    
Third Lien Credit Agreement [Member]      
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]      
Total long-term debt principal 22,469,000 $ 20,748,000 $ 20,000,000
Third Lien Credit Agreement [Member] | Level 3 [Member]      
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]      
Fair value of term loan facility $ 23,000,000    
v3.21.2
Fair Value Measurements - Summary of Non-Financial Assets Measured at Fair Value on Nonrecurring Basis (Detail) - USD ($)
 3 Months Ended 9 Months Ended 12 Months Ended
Oct. 30, 2021
Oct. 30, 2021
Oct. 31, 2020
Jan. 30, 2021
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]        
Property and equipment, net $ 18,141,000 $ 18,141,000   $ 17,741,000
Goodwill 31,973,000 31,973,000   31,973,000
Operating lease right-of-use assets, net 97,357,000 97,357,000   91,982,000
Impairment of long-lived assets     $ 13,026,000  
Goodwill, Total Losses     9,462,000  
ROU Assets, Total Losses 0 0 8,556,000  
Property and Equipment [Member]        
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]        
Impairment of long-lived assets     4,470,000 4,470,000
Level 3 [Member] | Fair Value Measurements Nonrecurring [Member]        
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]        
Property and equipment, Fair Value     8,765,000  
Goodwill, Fair Value     31,973,000  
ROU Assets, Fair Value     79,542,000  
Tradenames [Member]        
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]        
Tradenames - Indefinite-lived $ 71,800,000 $ 71,800,000   $ 71,800,000
Tradenames - Indefinite-lived, Total Losses     4,386,000  
Tradenames [Member] | Level 3 [Member] | Fair Value Measurements Nonrecurring [Member]        
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]        
Tradenames - Indefinite-lived, Fair Value     71,800,000  
Net Carrying Value [Member]        
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]        
Property and equipment, net     8,765,000  
Goodwill     31,973,000  
Operating lease right-of-use assets, net     79,542,000  
Net Carrying Value [Member] | Tradenames [Member]        
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]        
Tradenames - Indefinite-lived     $ 71,800,000  
v3.21.2
Long-Term Debt and Financing Arrangements - Summary of Long-Term Debt (Detail) - USD ($)
Oct. 30, 2021
Jan. 30, 2021
Dec. 11, 2020
Long-term debt:      
Total debt principal $ 95,916,000 $ 85,897,000  
Less: current portion of long-term debt 1,750,000    
Less: deferred financing costs 1,283,000 1,412,000  
Total long-term debt 92,883,000 84,485,000  
Term Loan Facilities [Member]      
Long-term debt:      
Total debt principal 35,000,000 24,750,000  
Revolving Credit Facilities [Member]      
Long-term debt:      
Total debt principal 38,447,000 40,399,000  
Third Lien Credit Agreement [Member]      
Long-term debt:      
Total debt principal $ 22,469,000 $ 20,748,000 $ 20,000,000
v3.21.2
Long-Term Debt and Financing Arrangements - Additional Information (Detail) - USD ($)
 2 Months Ended 9 Months Ended
Sep. 07, 2021
Jun. 07, 2020
Oct. 30, 2021
Oct. 30, 2021
Jan. 30, 2021
Debt Instrument [Line Items]          
Total long-term debt principal     $ 95,916,000 $ 95,916,000 $ 85,897,000
Variable rate percentage   0.00%      
Repayments of borrowings under the Term Loan Facilities       24,750,000  
Term Loan Credit Facility [Member]          
Debt Instrument [Line Items]          
Total long-term debt principal     35,000,000 $ 35,000,000  
Term Loan Credit Facility [Member] | Vince, LLC [Member]          
Debt Instrument [Line Items]          
Total long-term debt principal $ 35,000,000        
Debt instrument, maturity date Sep. 07, 2026        
Debt instrument, maturity date description       The Term Loan Credit Facility matures on the earlier of September 7, 2026 and 91 days after the maturity date of the 2018 Revolving Credit Facility  
Payments of principal balance $ 875,000        
Credit facility, interest rate description       Interest is payable on loans under the Term Loan Credit Facility at a rate equal to the 90-day LIBOR rate, or an alternate applicable reference rate in the event LIBOR is no longer available, subject, in either case, to a 1.0% floor, plus 7.0%. During the continuance of certain specified events of default, interest will accrue on the overdue amount of any loan at a rate of 2.0% in excess of the rate otherwise applicable to such amount.  
Debt instrument, accrued interest rate, percentage 1.00%        
Variable rate percentage 7.00%        
Debt instrument, requirement to maintain minimum availability under facility as percentage of commitments 10.00%        
Debt instrument, requirement to maintain minimum availability under facility as commitments $ 9,500,000        
Repayments of borrowings under the Term Loan Facilities     $ 0    
Term Loan Credit Facility [Member] | Vince, LLC [Member] | Pro Forma [Member]          
Debt Instrument [Line Items]          
Percentage of excess availability greater than loan 25.00%        
Pro forma excess availability $ 15,000,000        
Term Loan Credit Facility [Member] | Vince, LLC [Member] | Interest Rate on Overdue Loan Amount [Member]          
Debt Instrument [Line Items]          
Variable rate percentage 2.00%        
v3.21.2
Long-Term Debt and Financing Arrangements - Schedule of Maturities of Term Loan Credit Facility (Detail) - USD ($)
$ in Thousands
Oct. 30, 2021
Jan. 30, 2021
Debt Instrument [Line Items]    
Total $ 95,916 $ 85,897
Term Loan Credit Facility [Member]    
Debt Instrument [Line Items]    
Fiscal 2022 2,625  
Fiscal 2023 3,500  
Fiscal 2024 3,500  
Fiscal 2025 3,500  
Fiscal 2026 21,875  
Total $ 35,000  
v3.21.2
Long-Term Debt and Financing Arrangements - Additional Information 1 (Detail) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 07, 2021
Aug. 21, 2018
Oct. 30, 2021
Jan. 30, 2021
Debt Instrument [Line Items]        
Total long-term debt principal     $ 95,916 $ 85,897
Repayment of borrowings under the Term Loan Facilities     $ 24,750  
Vince, LLC [Member] | 2018 Term Loan Facility [Member]        
Debt Instrument [Line Items]        
Total long-term debt principal   $ 27,500    
Original aggregate principal amount of term loan amortization percentage   2.50%    
Debt instrument, maturity date   Aug. 21, 2023    
Repayment of borrowings under the Term Loan Facilities $ 25,960      
Write-off of remaining deferred financing costs 758      
Vince, LLC [Member] | 2018 Term Loan Facility [Member] | Prepayment Penalty [Member]        
Debt Instrument [Line Items]        
Prepayment penalty $ 743      
Vince, LLC [Member] | 2018 Revolving Credit Facility [Member]        
Debt Instrument [Line Items]        
Debt instrument, maturity date   Aug. 21, 2023    
v3.21.2
Long-Term Debt and Financing Arrangements - Additional Information 2 (Detail)
Sep. 07, 2021
USD ($)
Dec. 11, 2020
USD ($)
Jun. 08, 2020
USD ($)
Jun. 07, 2020
Nov. 04, 2019
USD ($)
Aug. 21, 2018
USD ($)
Jan. 29, 2022
Oct. 30, 2021
USD ($)
Line Of Credit Facility [Line Items]                
Variable rate percentage       0.00%        
2018 Revolving Credit Facility [Member]                
Line Of Credit Facility [Line Items]                
Available borrowings               $ 49,110,000
Amount outstanding under the credit facility               38,447,000
Letters of credit amount outstanding               $ 5,345,000
Weighted average interest rate for borrowings outstanding               1.80%
Third Revolver Amendment [Member]                
Line Of Credit Facility [Line Items]                
Increased aggregate commitments amount     $ 110,000,000          
Variable rate percentage     1.00%          
Consolidated fixed charge coverage ratio     1.0          
Maximum percentage of EBITDA     22.50%         27.50%
Increase in applicable margin rate     0.75%          
Amount requirement to pay down to extent cash on hand     $ 5,000,000          
Cash on hand     5,000,000          
Secured debt     8,000,000          
Deferred financing costs     376,000          
Third Revolver Amendment [Member] | Between September 6, 2020 and January 9, 2021 [Member]                
Line Of Credit Facility [Line Items]                
Maximum excess available under facility     10,000,000          
Third Revolver Amendment [Member] | Between January 10, 2021 and January 31, 2021 [Member]                
Line Of Credit Facility [Line Items]                
Maximum excess available under facility     12,500,000          
Third Revolver Amendment [Member] | All Other Times During Extended Accommodation Period [Member]                
Line Of Credit Facility [Line Items]                
Maximum excess available under facility     $ 15,000,000          
Fifth Amendment to 2018 Revolving Credit Facility [Member]                
Line Of Credit Facility [Line Items]                
Consolidated fixed charge coverage ratio   1.0            
Increase in applicable margin rate   0.75%            
Deferred financing costs   $ 204,000            
Maximum percentage of EBITDA               22.50%
Cash dominion trigger amount through end of extended accommodation period   $ 15,000,000            
Percentage of loan cap begins after end of extended accommodation period   12.50%            
Maximum loan cap amount begins after end of extended accommodation period   $ 5,000,000            
Fifth Amendment to 2018 Revolving Credit Facility [Member] | Financial Advisor [Member]                
Line Of Credit Facility [Line Items]                
Excess availability of loan cap percentage   25.00%            
Fifth Amendment to 2018 Revolving Credit Facility [Member] | Through End of Accommodation Period [Member]                
Line Of Credit Facility [Line Items]                
Maximum excess available under facility   $ 7,500,000            
Fifth Amendment to 2018 Revolving Credit Facility [Member] | August 1, 2020 Through End of Extended Accommodation Period [Member]                
Line Of Credit Facility [Line Items]                
Maximum excess available under facility   $ 10,000,000            
Fifth Amendment to 2018 Revolving Credit Facility [Member] | Scenario Forecast [Member]                
Line Of Credit Facility [Line Items]                
Maximum percentage of EBITDA             27.50%  
Vince, LLC [Member] | 2018 Revolving Credit Facility [Member]                
Line Of Credit Facility [Line Items]                
Maximum borrowing capacity           $ 80,000,000    
Line of credit facility percentage increase in interest rate in case of default           2.00%    
Percentage of loan less than excess availability           10.00%    
Consolidated fixed charge coverage ratio           1.0    
Debt instrument, maturity date           Aug. 21, 2023    
Vince, LLC [Member] | 2018 Revolving Credit Facility [Member] | Excess Availability Greater than 25.0% [Member]                
Line Of Credit Facility [Line Items]                
Percentage of excess availability greater than loan           25.00%    
Pro forma excess availability           $ 12,500,000    
Vince, LLC [Member] | 2018 Revolving Credit Facility [Member] | Pro Forma [Member]                
Line Of Credit Facility [Line Items]                
Percentage of excess availability greater than loan           20.00%    
Pro forma excess availability           $ 10,000,000    
Vince, LLC [Member] | 2018 Revolving Credit Facility [Member] | Federal Funds Rate [Member]                
Line Of Credit Facility [Line Items]                
Variable rate percentage           0.50%    
Vince, LLC [Member] | 2018 Revolving Credit Facility [Member] | LIBOR [Member]                
Line Of Credit Facility [Line Items]                
Variable rate percentage           1.00%    
Vince, LLC [Member] | Amended and Restated Revolving Credit Facility Agreement [Member]                
Line Of Credit Facility [Line Items]                
Debt instrument, maturity date description extends the maturity of the 2018 Revolving Credit Facility to the earlier of June 8, 2026 and 91 days prior to the maturity of the Term Loan Credit Facility              
Debt instrument, maturity date Jun. 08, 2026              
Debt instrument percentage by which applicable margins are lowered 0.75%              
Debt instrument, requirement to maintain minimum availability under facility as commitments $ 9,500,000              
Debt instrument, requirement to maintain minimum availability under facility as percentage of commitments 10.00%              
Vince, LLC [Member] | Amended and Restated Revolving Credit Facility Agreement [Member] | Pro Forma [Member]                
Line Of Credit Facility [Line Items]                
Cash dominion trigger event, percentage of excess availability greater than loan 12.50%              
Cash dominion trigger event excess availability $ 11,000,000              
Vince, LLC [Member] | Maximum [Member] | 2018 Revolving Credit Facility [Member]                
Line Of Credit Facility [Line Items]                
Letters of credit sublimit amount           $ 25,000,000    
Increased aggregate commitments amount           $ 20,000,000    
Vince, LLC [Member] | Maximum [Member] | Second Amendment to 2018 Revolving Credit Facility [Member]                
Line Of Credit Facility [Line Items]                
Total (new) commitments amount         $ 100,000,000      
Vince, LLC [Member] | Minimum [Member] | Second Amendment to 2018 Revolving Credit Facility [Member]                
Line Of Credit Facility [Line Items]                
Increased aggregate commitments amount         $ 20,000,000      
v3.21.2
Long-Term Debt and Financing Arrangements - Additional Information 3 (Detail) - USD ($)
$ in Thousands
 9 Months Ended
Sep. 07, 2021
Dec. 11, 2020
Jun. 07, 2020
Oct. 30, 2021
Jan. 30, 2021
Debt Instrument [Line Items]          
Total long-term debt principal       $ 95,916 $ 85,897
Variable rate percentage     0.00%    
Repayments of borrowings under the Term Loan Facilities       24,750  
Third Lien Credit Agreement [Member]          
Debt Instrument [Line Items]          
Total long-term debt principal   $ 20,000      
Closing fee payable in kind       400  
Deferred financing costs       $ 485  
Third Lien Credit Agreement [Member] | 2018 Revolving Credit Facility [Member]          
Debt Instrument [Line Items]          
Repayments of borrowings under the Term Loan Facilities   $ 20,000      
Third Lien Credit Agreement [Member] | LIBOR [Member]          
Debt Instrument [Line Items]          
Debt instrument, accrued interest rate, percentage   1.00%      
Third Lien Credit Agreement [Member] | Minimum [Member] | Interest Rate on Overdue Principal Amount [Member]          
Debt Instrument [Line Items]          
Variable rate percentage   2.00%      
Third Lien Credit Agreement [Member] | Sun Capital [Member]          
Debt Instrument [Line Items]          
Ownership percentage of common stock   71.00%      
Third Lien First Amendment [Member]          
Debt Instrument [Line Items]          
Debt instrument, maturity date description the Third Lien Credit Facility which amends its terms to extend its maturity to March 6, 2027, revises the interest rate to remove the tiered applicable margins so that the rate is now equal to the 90-day LIBOR rate, or an alternate applicable reference rate in the event LIBOR is no longer available, plus 9.0% at all times, and to reflect the applicable terms of the Term Loan Credit Facility as well as the A&R Revolving Credit Facility Agreement.        
Debt instrument, maturity date Mar. 06, 2027        
Third Lien First Amendment [Member] | LIBOR [Member]          
Debt Instrument [Line Items]          
Variable rate percentage 9.00%        
v3.21.2
Inventory - Additional Information (Detail) - USD ($)
$ in Thousands
Oct. 30, 2021
Jan. 30, 2021
Inventory Disclosure [Abstract]    
Finished goods, net of reserves $ 82,040 $ 68,226
v3.21.2
Share-Based Compensation - Additional Information (Detail) - USD ($)
 1 Months Ended 3 Months Ended 9 Months Ended
Sep. 30, 2020
May 31, 2018
Oct. 30, 2021
Oct. 31, 2020
Oct. 30, 2021
Oct. 31, 2020
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Share-based compensation expense     $ 596,000 $ (209,000) $ 1,485,000 $ 857,000
Non-employees [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Share-based compensation expense     $ 72,000 $ 52,000 $ 181,000 $ 151,000
Vince 2013 Incentive Plan [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Additional shares of common stock available for issuance 1,000,000 660,000        
Vince 2013 Incentive Plan [Member] | Employee Stock Option [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Vesting period         4 years  
Stock options granted pursuant to the plan, description         typically vest in equal installments over four years, subject to the employees’ continued employment and expire on the earlier of the tenth anniversary of the grant date or upon termination as outlined in the Vince 2013 Incentive Plan  
Vince 2013 Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Stock options granted pursuant to the plan, description         Restricted stock units (“RSUs”) granted typically vest in equal installments over a three-year period or vest in equal installments over four years, subject to the employees’ continued employment  
Employee Stock Purchase Plan [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Employees contribution, maximum percentage of base compensation     10.00%   10.00%  
Maximum contribution per employee         $ 10,000  
Percentage of fair market value as purchase price of stock         90.00%  
Shares of common stock issued         7,270 9,024
Shares available for future issuance     74,841   74,841  
Maximum [Member] | Vince 2013 Incentive Plan [Member]            
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]            
Number of shares authorized     1,000,000   1,000,000  
Number of shares available for future grants     1,062,079   1,062,079  
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  
v3.21.2
Share-Based Compensation - Summary of Stock Option Activity for Both Employees and Non-employees (Detail) - $ / shares
 9 Months Ended 12 Months Ended
Oct. 30, 2021
Jan. 30, 2021
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]    
Stock Options, Outstanding at beginning of period 58  
Stock Options, Outstanding at end of period 58 58
Stock Options, Vested and exercisable at October 30, 2021 58  
Weighted Average Exercise Price, Outstanding at beginning of period $ 38.77  
Weighted Average Exercise Price, Outstanding at end of period 38.77 $ 38.77
Weighted Average Exercise Price, Vested and exercisable at October 30, 2021 $ 38.77  
Weighted Average Remaining Contractual Term (years), Outstanding 3 years 10 months 24 days 4 years 8 months 12 days
Weighted Average Remaining Contractual Term (years), Vested and exercisable at October 30, 2021 3 years 10 months 24 days  
v3.21.2
Share-Based Compensation - Schedule of Restricted Stock Units Activity (Detail) - Restricted Stock Units (RSUs) [Member]
 9 Months Ended
Oct. 30, 2021
$ / shares
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Restricted Stock Units, Non-vested restricted stock units at January 30, 2021 | shares 369,621
Restricted Stock Units, Granted | shares 431,691
Restricted Stock Units, Vested | shares (144,802)
Restricted Stock Units, Forfeited | shares (43,315)
Restricted Stock Units, Non-vested restricted stock units at October 30, 2021 | shares 613,195
Weighted Average Grant Date Fair Value, Non-vested restricted stock units at January 30, 2021 | $ / shares $ 9.59
Weighted Average Grant Date Fair Value, Granted | $ / shares 10.83
Weighted Average Grant Date Fair Value, Vested | $ / shares 9.53
Weighted Average Grant Date Fair Value, Forfeited | $ / shares 10.45
Weighted Average Grant Date Fair Value, Non-vested restricted stock units at October 30, 2021 | $ / shares $ 10.42
v3.21.2
Earnings (Loss) Per Share - Schedule of Reconciliation of Weighted Average Basic Shares to Weighted Average Diluted Shares Outstanding (Detail) - shares
 3 Months Ended 9 Months Ended
Oct. 30, 2021
Oct. 31, 2020
Oct. 30, 2021
Oct. 31, 2020
Earnings Per Share [Abstract]        
Weighted-average shares—basic 11,935,371 11,796,860 11,882,147 11,758,327
Effect of dilutive equity securities 84,058 10,638    
Weighted-average shares—diluted 12,019,429 11,807,498 11,882,147 11,758,327
v3.21.2
Earnings (Loss) Per Share - Additional Information (Detail) - shares
 3 Months Ended
Oct. 30, 2021
Oct. 31, 2020
Earnings Per Share [Abstract]    
Number of weighted average of anti-dilutive securities 484,050 296,483
v3.21.2
Commitments and Contingencies - Additional Information (Detail)
Sep. 09, 2020
Complaint
Commitments And Contingencies Disclosure [Abstract]  
Number of complaints dismissed 2
v3.21.2
Income Taxes - Additional Information (Detail) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Oct. 30, 2021
Oct. 31, 2020
Oct. 30, 2021
Oct. 31, 2020
Income Tax Disclosure [Abstract]        
(Benefit) provision for income taxes $ (2,118) $ 43 $ 1,823 $ 113
Provision for income taxes included correction of error     $ 882  
Effective tax rate     22.30% 0.20%
v3.21.2
Leases - Additional Information (Detail) - USD ($)
 3 Months Ended 9 Months Ended
Oct. 30, 2021
Oct. 31, 2020
Oct. 30, 2021
Oct. 31, 2020
Lessee Lease Description [Line Items]        
Initial terms of operating leases 10 years   10 years  
Option to extend, description, operating leases     The Company leases various office spaces, showrooms and retail stores. Although the Company’s more recent leases are subject to shorter terms as a result of the implementation of the strategy to pursue shorter lease terms, many of the Company’s leases have initial terms of 10 years, and in many instances can be extended for an additional term.  
Option to extend, existence, operating leases     true  
Impact of rent concessions   $ 3,655,000   $ 3,947,000
Impact of other occupancy costs concessions   549,000   992,000
Operating lease cost $ 6,077,000 $ 5,258,000 $ 18,270,000 18,112,000
Impairment of operating lease ROU assets $ 0   0 $ 8,556,000
Error Correction [Member] | SG&A Expenses [Member]        
Lessee Lease Description [Line Items]        
Operating lease cost     $ 501,000  
v3.21.2
Leases - Summary of Lease Cost (Detail) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Oct. 30, 2021
Oct. 31, 2020
Oct. 30, 2021
Oct. 31, 2020
Leases [Abstract]        
Operating lease cost $ 6,077 $ 5,258 $ 18,270 $ 18,112
Variable operating lease cost 810 (2,855) (59) (2,810)
Total lease cost $ 6,887 $ 2,403 $ 18,211 $ 15,302
v3.21.2
Leases - Summary of Future Maturity of Lease Liabilities (Detail)
$ in Thousands
Oct. 30, 2021
USD ($)
Leases [Abstract]  
Fiscal 2021 $ 7,948
Fiscal 2022 28,868
Fiscal 2023 28,338
Fiscal 2024 25,218
Fiscal 2025 16,917
Thereafter 42,988
Total lease payments 150,277
Less: Imputed interest (28,247)
Total operating lease liabilities $ 122,030
v3.21.2
Segment Financial Information - Additional Information (Detail)
 9 Months Ended
Oct. 30, 2021
Segments
Segment Reporting [Abstract]  
Number of reportable segments 3
v3.21.2
Segment Financial Information - Summary of Reportable Segments Information (Detail) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended
Oct. 30, 2021
Oct. 31, 2020
Oct. 30, 2021
Oct. 31, 2020
Segment Reporting Information [Line Items]        
Net Sales $ 87,450 $ 69,022 $ 223,656 $ 145,062
Income (loss) before income taxes 97 5,006 (8,174) (58,164)
Operating Segments [Member] | Vince Wholesale [Member]        
Segment Reporting Information [Line Items]        
Net Sales 42,636 38,746 104,605 66,598
Income (loss) before income taxes 12,919 16,027 29,857 19,840
Operating Segments [Member] | Vince Direct-to-Consumer [Member]        
Segment Reporting Information [Line Items]        
Net Sales 35,722 22,822 91,636 55,958
Income (loss) before income taxes 5,190 (141) 10,989 (22,526)
Operating Segments [Member] | Rebecca Taylor and Parker [Member]        
Segment Reporting Information [Line Items]        
Net Sales 9,092 7,454 27,415 22,506
Income (loss) before income taxes (3,121) (1,906) (7,955) (11,121)
Unallocated Corporate [Member]        
Segment Reporting Information [Line Items]        
Income (loss) before income taxes $ (14,891) $ (8,974) $ (41,065) $ (44,357)
v3.21.2
Segment Financial Information - Summary of Assets by Reportable Segments (Detail) - USD ($)
$ in Thousands
Oct. 30, 2021
Jan. 30, 2021
Segment Reporting Information [Line Items]    
Total Assets $ 348,902 $ 332,944
Operating Segments [Member] | Vince Wholesale [Member]    
Segment Reporting Information [Line Items]    
Total Assets 73,062 66,816
Operating Segments [Member] | Vince Direct-to-Consumer [Member]    
Segment Reporting Information [Line Items]    
Total Assets 108,278 104,784
Operating Segments [Member] | Rebecca Taylor and Parker [Member]    
Segment Reporting Information [Line Items]    
Total Assets 39,253 39,514
Unallocated Corporate [Member]    
Segment Reporting Information [Line Items]    
Total Assets $ 128,309 $ 121,830
v3.21.2
Segment Financial Information - Summary of Reportable Segments Information (Parenthetical) (Detail) - USD ($)
$ in Thousands
 3 Months Ended 9 Months Ended 12 Months Ended
Oct. 30, 2021
Oct. 31, 2020
Oct. 30, 2021
Oct. 31, 2020
Jan. 30, 2021
Segment Reporting Information [Line Items]          
Net sales $ 87,450 $ 69,022 $ 223,656 $ 145,062  
Pre-tax benefit from re-measurement of liability       2,320  
Impairment of goodwill and intangible assets       13,848 $ 13,848
Impairment of goodwill       9,462  
Unallocated Corporate [Member]          
Segment Reporting Information [Line Items]          
Impairment of goodwill and intangible assets       13,462  
Impairment of goodwill       9,462  
Tradenames [Member] | Unallocated Corporate [Member]          
Segment Reporting Information [Line Items]          
Impairment of intangible assets       4,000  
Rebecca Taylor and Parker Wholesale [Member]          
Segment Reporting Information [Line Items]          
Net sales 5,171 4,848 17,316 14,571  
Rebecca Taylor and Parker Direct-to-Consumer [Member]          
Segment Reporting Information [Line Items]          
Net sales $ 3,921 $ 2,606 $ 10,099 7,935  
Vince Direct-to-Consumer [Member] | Property and Equipment and ROU [Member]          
Segment Reporting Information [Line Items]          
Non-cash impairment charges       11,725  
Rebecca Taylor and Parker [Member]          
Segment Reporting Information [Line Items]          
Non-cash impairment charges       1,687  
Rebecca Taylor and Parker [Member] | Tradenames [Member]          
Segment Reporting Information [Line Items]          
Non-cash impairment charges       386  
Rebecca Taylor and Parker [Member] | Property and Equipment and ROU [Member]          
Segment Reporting Information [Line Items]          
Non-cash impairment charges       $ 1,301  
v3.21.2
Related Party Transactions - Additional Information (Detail) - USD ($)
 3 Months Ended 9 Months Ended
Jun. 07, 2020
Nov. 27, 2013
Oct. 30, 2021
Oct. 31, 2020
Oct. 30, 2021
Oct. 31, 2020
Jan. 30, 2021
Dec. 11, 2020
Related Party Transaction [Line Items]                
Maximum borrowing capacity     $ 95,916,000   $ 95,916,000   $ 85,897,000  
Agreed basis spread on variable rate per annum on deferred payment 0.00%              
Net decrease to liability under Tax Receivable Agreement           $ (2,320,000)    
Pre-IPO Stockholders [Member] | Tax Receivable Agreement [Member]                
Related Party Transaction [Line Items]                
Aggregate reduction in taxes payable percentage   85.00%            
Total estimated obligation under Tax Receivable Agreement     0   $ 0      
Pre-IPO Stockholders [Member] | Tax Receivable Agreement [Member] | LIBOR [Member]                
Related Party Transaction [Line Items]                
Default basis spread on variable rate per annum on deferred payment         5.00%      
Agreed basis spread on variable rate per annum on deferred payment         2.00%      
Sun Capital Consulting Agreement [Member]                
Related Party Transaction [Line Items]                
Date of related party transaction agreement         Nov. 27, 2013      
Reimbursement of expenses incurred     1,000 $ 0 $ 9,000 $ 11,000    
Third Lien Credit Agreement [Member]                
Related Party Transaction [Line Items]                
Maximum borrowing capacity     $ 22,469,000   $ 22,469,000   $ 20,748,000 $ 20,000,000
Sun Capital [Member] | Third Lien Credit Agreement [Member]                
Related Party Transaction [Line Items]                
Ownership percentage of common stock               71.00%