VINCE HOLDING CORP., 10-Q filed on 6/13/2023
Quarterly Report
v3.23.1
Document and Entity Information - shares
 3 Months Ended
Apr. 29, 2023
May 31, 2023
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Apr. 29, 2023  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q1  
Trading Symbol VNCE  
Entity Registrant Name VINCE HOLDING CORP.  
Entity Central Index Key 0001579157  
Current Fiscal Year End Date --02-03  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Common Stock, Shares Outstanding   12,377,785
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, $0.01 par value per share  
Security Exchange Name NYSE  
Document Quarterly Report true  
Document Transition Report false  
Entity Interactive Data Current Yes  
Entity Incorporation, State or Country Code DE  
v3.23.1
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Apr. 29, 2023
Jan. 28, 2023
Current assets:    
Cash and cash equivalents $ 422 $ 1,079
Trade receivables, net of allowance for doubtful accounts of $640 and $759 at April 29, 2023 and January 28, 2023, respectively 17,372 20,733
Inventories, net 80,036 90,008
Prepaid expenses and other current assets 4,201 3,515
Total current assets 102,031 115,335
Property and equipment, net 9,409 10,479
Operating lease right-of-use assets, net 68,741 72,616
Intangible assets, net   70,106
Goodwill 31,973 31,973
Assets held for sale 69,957 260
Other assets 1,983 2,576
Total assets 284,094 303,345
Current liabilities:    
Accounts payable 45,976 49,396
Accrued salaries and employee benefits 4,247 4,301
Other accrued expenses 16,731 15,020
Short-term lease liabilities 19,354 20,892
Current portion of long-term debt 3,500 3,500
Total current liabilities 89,808 93,109
Long-term debt 102,442 108,078
Long-term lease liabilities 67,044 72,098
Deferred income tax liability 3,649 8,934
Other liabilities 850 869
Commitments and contingencies (Note 9)
Stockholders' equity:    
Common stock at $0.01 par value (100,000,000 shares authorized, 12,371,125 and 12,335,405 shares issued and outstanding at April 29, 2023 and January 28, 2023, respectively) 124 123
Additional paid-in capital 1,143,721 1,143,295
Accumulated deficit (1,123,461) (1,123,080)
Accumulated other comprehensive loss (83) (81)
Total stockholders' equity 20,301 20,257
Total liabilities and stockholders' equity $ 284,094 $ 303,345
v3.23.1
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Apr. 29, 2023
Jan. 28, 2023
Statement Of Financial Position [Abstract]    
Allowance for doubtful accounts $ 640 $ 759
Common stock, par value $ 0.01 $ 0.01
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 12,371,125 12,335,405
Common stock, shares outstanding 12,371,125 12,335,405
v3.23.1
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($)
$ in Thousands
 3 Months Ended
Apr. 29, 2023
Apr. 30, 2022
Income Statement [Abstract]    
Net sales $ 64,056 $ 78,376
Cost of products sold 34,464 42,741
Gross profit 29,592 35,635
Gain on sale of intangible assets (765)  
Selling, general and administrative expenses 32,733 40,920
Loss from operations (2,376) (5,285)
Interest expense, net 3,290 1,884
Loss before income taxes (5,666) (7,169)
(Benefit) provision for income taxes (5,285)  
Net loss (381) (7,169)
Other comprehensive loss:    
Foreign currency translation adjustments (2) (6)
Comprehensive loss $ (383) $ (7,175)
Loss per share:    
Basic loss per share $ (0.03) $ (0.60)
Diluted loss per share $ (0.03) $ (0.60)
Weighted average shares outstanding:    
Basic 12,342,355 12,030,826
Diluted 12,342,355 12,030,826
v3.23.1
Condensed Consolidated Statements of Stockholders' Equity - USD ($)
$ in Thousands
Total
Common Stock [Member]
Additional Paid-In Capital [Member]
Accumulated Deficit [Member]
Accumulated Other Comprehensive Loss [Member]
Beginning Balance at Jan. 29, 2022 $ 55,780 $ 120 $ 1,140,516 $ (1,084,734) $ (122)
Beginning Balance, shares at Jan. 29, 2022   11,986,127      
Comprehensive loss:          
Net loss (7,169)     (7,169)  
Foreign currency translation adjustments (6)       (6)
Common stock issuance, net of certain fees 305   305    
Common stock issuance, net of certain fees   36,874      
Share-based compensation expense 609   609    
Restricted stock unit vestings   $ 1 (1)    
Restricted stock unit vestings, shares   118,831      
Tax withholdings related to restricted stock vesting (148)   (148)    
Tax withholdings related to restricted stock vesting, shares   (16,962)      
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP") 23   23    
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP"), shares   2,663      
Ending Balance at Apr. 30, 2022 49,394 $ 121 1,141,304 (1,091,903) (128)
Ending Balance, shares at Apr. 30, 2022   12,127,533      
Beginning Balance at Jan. 28, 2023 $ 20,257 $ 123 1,143,295 (1,123,080) (81)
Beginning Balance, shares at Jan. 28, 2023 12,335,405 12,335,405      
Comprehensive loss:          
Net loss $ (381)     (381)  
Foreign currency translation adjustments $ (2)       (2)
Common stock issuance, net of certain fees 0        
Share-based compensation expense $ 420   420    
Restricted stock unit vestings 1 $ 1      
Restricted stock unit vestings, shares   34,983      
Tax withholdings related to restricted stock vesting (8)   8    
Tax withholdings related to restricted stock vesting, shares   (1,148)      
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP") 14   14    
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP"), shares   1,885      
Ending Balance at Apr. 29, 2023 $ 20,301 $ 124 $ 1,143,721 $ (1,123,461) $ (83)
Ending Balance, shares at Apr. 29, 2023 12,371,125 12,371,125      
v3.23.1
Condensed Consolidated Statements of Cash Flows
$ in Thousands
 3 Months Ended
Apr. 29, 2023
USD ($)
Apr. 30, 2022
USD ($)
Operating activities    
Net loss $ (381) $ (7,169)
Add (deduct) items not affecting operating cash flows:    
Depreciation and amortization 1,366 1,558
Provision for bad debt 126 39
Gain on sale of intangible assets (765)  
Amortization of deferred financing costs 519 214
Deferred income taxes (5,285)  
Share-based compensation expense 420 609
Capitalized PIK Interest 913 699
Changes in assets and liabilities:    
Receivables, net 3,235 4,773
Inventories 9,974 (4,803)
Prepaid expenses and other current assets (683) 69
Accounts payable and accrued expenses (1,723) (2,164)
Other assets and liabilities (2,438) 1,767
Net cash provided by (used in) operating activities 5,278 (4,408)
Investing activities    
Payments for capital expenditures (115) (622)
Proceeds from Sale of Intangible Assets 1,025  
Net cash provided by (used in) investing activities 910 (622)
Financing activities    
Proceeds from borrowings under the Revolving Credit Facilities 63,827 91,573
Repayment of borrowings under the Revolving Credit Facilities (68,841) (86,507)
Repayment of borrowings under the Term Loan Facilities (1,713)  
Proceeds from common stock issuance, net of certain fees   305
Tax withholdings related to restricted stock vesting (8) (148)
Proceeds from stock option exercises, restricted stock vesting, and issuance of common stock under employee stock purchase plan 15 23
Financing fees (125)  
Net cash (used in) provided by financing activities (6,845) 5,246
(Decrease) increase in cash, cash equivalents, and restricted cash (657) 216
Effect of exchange rate changes on cash, cash equivalents, and restricted cash   (15)
Cash, cash equivalents, and restricted cash, beginning of period 1,116 1,096
Cash, cash equivalents, and restricted cash, end of period 459 1,297
Less: restricted cash at end of period 37 37
Cash and cash equivalents per balance sheet at end of period 422 1,260
Supplemental Disclosures of Cash Flow Information    
Cash payments for interest 877 877
Cash payments for income taxes, net of refunds 6 9
Supplemental Disclosures of Non-Cash Investing and Financing Activities    
Capital expenditures in accounts payable and accrued liabilities 104 $ 181
Deferred financing fees in accrued liabilities $ 925  
v3.23.1
Description of Business and Basis of Presentation
 3 Months Ended
Apr. 29, 2023
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Description of Business and Basis of Presentation

Note 1. Description of Business and Basis of Presentation

(A) Description of Business: The Company is a global retail company that operates the Vince brand women's and men's ready to wear business. Vince, established in 2002, is a leading global luxury apparel and accessories brand best known for creating elevated yet understated pieces for every day effortless style. Previously, the Company also owned and operated the Rebecca Taylor and Parker brands until the sale of the respective intellectual property was completed, as discussed below.

On April 21, 2023 the Company entered into a strategic partnership ("Authentic Transaction") with Authentic Brands Group, LLC ("Authentic"), a global brand development, marketing and entertainment platform, whereby the Company will contribute its intellectual property to a newly formed Authentic subsidiary ("ABG Vince") for total consideration of $76,500 in cash and a 25% membership interest in ABG Vince. Through the agreement, Authentic will own the majority stake of 75% membership interest in ABG Vince. The Company closed the Asset Sale on May 25, 2023. The Cash Consideration generated by the Asset Sale was used to prepay in full Vince, LLC's existing Term Loan Credit Facility (as defined below) and to repay a portion of the outstanding borrowings under Vince, LLC's 2018 Revolving Credit Facility (as defined below). On May 25, 2023, in connection with the Authentic Transaction, Vince, LLC, entered into a License Agreement (the "License Agreement") with ABG-Vince LLC, which provides Vince, LLC with an exclusive, long-term license to use the Licensed Property in the Territory to the Approved Accounts (each as defined in the License Agreement). See Note 14 "Subsequent Events" for additional information.

Concurrent with the Authentic Transaction, Vince, LLC entered into the certain Consent and Second Amendment to Amended and Restated Credit Agreement (the "Second Amendment to ABL Credit Agreement") to adjust the initial commitment level commensurate with the expected net proceeds after transaction related fees and the expected debt pay down, and to revise the maturity date to June 30, 2024, among other things, which was effective upon the closing of the Asset Sale. See Note 4 "Long-Term Debt and Financing Arrangements" for additional information.

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

Parker, founded in 2008 in New York City, was a contemporary women's fashion brand that was trend focused. During the first half of fiscal 2020 the Company decided to pause the creation of new products for the Parker brand to focus resources on the operations of the Vince and Rebecca Taylor brands. On February 17, 2023, the Company's indirectly wholly owned subsidiary, Parker Lifestyle, LLC, completed the sale of its intellectual property and certain related ancillary assets to Parker IP Co. LLC, an affiliate of BCI Brands, for $1,025. The Company recognized a gain of $765 on the sale. Net cash proceeds from the sale were used to repay $838 of borrowings under the Term Loan Credit Facility.

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

(B) Basis of Presentation: The accompanying condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") and the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Therefore, these financial statements should be read in conjunction with VHC's audited financial statements for the fiscal year ended January 28, 2023, as set forth in the 2022 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 April 29, 2023. All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) and disclosures necessary for a fair statement. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or the fiscal year as a whole.

(C) Use of Estimates: The preparation of financial statements in conformity with GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements which affect revenues and expenses during the period reported. Estimates are adjusted when

necessary to reflect actual experience. Significant estimates and assumptions may affect many items in the financial statements. Actual results could differ from estimates and assumptions in amounts that may be material to the consolidated financial statements.

(D) 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 the capital markets, including the Open Market Sale AgreementSM entered into with Jefferies LLC in September 2021 (see Note 7 "Stockholders' Equity" for further information). The Company's primary cash needs are funding working capital requirements, including royalty payments under the License Agreement, meeting debt service requirements and capital expenditures for new stores and related leasehold improvements. The most significant components of the Company's working capital are cash and cash equivalents, accounts receivable, inventories, accounts payable and other current liabilities.

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

The Second Amendment to ABL Credit Agreement has amended the maturity date of the 2018 Revolving Credit Facility to June 30, 2024. There can be no assurance that we will be able to refinance the 2018 Revolving Credit Facility on reasonable terms, if at all. See Note 4 "Long-Term Debt and Financing Arrangements" and Part II, Item 1A "Risk Factors" for further information.

(E) 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 12 "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 the Company operates. As of April 29, 2023 and January 28, 2023, the contract liability was $1,537 and $1,617, respectively. For the three months ended April 29, 2023, the Company recognized $111 of revenue that was previously included in the contract liability as of January 28, 2023.

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

Recently Adopted Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13: "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments". The ASU requires an impairment model (known as the current expected credit loss ("CECL") model) that is based on expected losses rather than incurred losses. Under the new guidance, each reporting entity should estimate an allowance for expected credit losses, which is intended to result in more timely recognition of losses. The new standard applies to trade receivables arising from revenue transactions. Under Accounting Standards Codification 606, revenue is recognized when, among other criteria, it is probable that an entity will collect the consideration it is entitled to when goods or services are transferred to a customer. When trade receivables are recorded, they become subject to the CECL model and estimates of expected credit losses on trade receivables over their contractual life will be required to be recorded at inception based on historical information, current conditions, and reasonable and supportable forecasts. The Company adopted the guidance on January 29, 2023, the first day of fiscal 2023, which did not have a material effect on the Company's consolidated financial statements.
v3.23.1
Goodwill and Intangible Assets
 3 Months Ended
Apr. 29, 2023
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 28, 2023

 

$

31,973

 

 

$

—

 

 

$

—

 

 

$

31,973

 

Balance as of April 29, 2023

 

$

31,973

 

 

$

—

 

 

$

—

 

 

$

31,973

 

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

The following tables present a summary of identifiable intangible assets:

 

(in thousands)

 

Gross Amount

 

 

Accumulated Amortization

 

 

Accumulated Impairments

 

 

Reclassification to Assets Held for Sale

 

 

Net Book Value

 

Balance as of April 29, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships (1)

 

$

11,970

 

 

$

(9,113

)

 

$

—

 

 

$

(2,857

)

 

$

—

 

Indefinite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tradenames (1)

 

 

101,850

 

 

 

—

 

 

 

(34,750

)

 

 

(67,100

)

 

 

—

 

Total intangible assets (2)

 

$

113,820

 

 

$

(9,113

)

 

$

(34,750

)

 

$

(69,957

)

 

$

—

 

________

(1) On April 21, 2023, the Company entered into the Authentic Transaction with Authentic and as a result, the Vince tradename and Vince customer relationships were classified as held for sale. Amortization of the Vince customer relationships has ceased. The Vince tradename and Vince customer relationships held for sale assets are presented within the unallocated corporate non-reportable segment.

(2) This table excludes the Parker tradename and customer relationships. On February 17, 2023, the Company's indirectly wholly owned subsidiary, Parker Lifestyle, LLC, completed the sale of its intellectual property and certain related ancillary assets to Parker IP Co. LLC, an affiliate of BCI Brands. See Note 1 "Description of Business and Basis of Presentation - (A) Description of Business" for further information.

 

(in thousands)

 

Gross Amount

 

 

Accumulated Amortization

 

 

Accumulated Impairments

 

 

Reclassification to Assets Held for Sale

 

 

Net Book Value

 

Balance as of January 28, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

31,355

 

 

$

(22,234

)

 

$

(6,115

)

 

$

—

 

 

$

3,006

 

Tradenames (3)

 

 

13,100

 

 

 

(313

)

 

 

(12,527

)

 

 

(260

)

 

 

—

 

Indefinite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tradenames

 

 

101,850

 

 

 

—

 

 

 

(34,750

)

 

 

—

 

 

 

67,100

 

Total intangible assets

 

$

146,305

 

 

$

(22,547

)

 

$

(53,392

)

 

$

(260

)

 

$

70,106

 

________

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

Amortization of identifiable intangible assets was $149 for the three months ended April 29, 2023, and $164 for the three months ended April 30, 2022.

v3.23.1
Fair Value Measurements
 3 Months Ended
Apr. 29, 2023
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 April 29, 2023 or January 28, 2023. At April 29, 2023 and January 28, 2023, the Company believes that the carrying values of cash and cash equivalents, receivables, and accounts payable approximate fair value, due to the short-term maturity of these instruments. The Company's debt obligations with a carrying value of $108,018 and $113,832 as of April 29, 2023 and January 28, 2023, respectively, 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 $27,000 and $27,000, respectively, as of April 29, 2023, and $29,000 and $27,000, respectively, as of January 28, 2023, based upon estimated market value calculations that factor principal, time to maturity, interest rate, and current cost of debt. The Company considers this a Level 3 input.

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

Determining the fair value of goodwill and other intangible assets is judgmental in nature and requires the use of significant estimates and assumptions, including projected revenues, EBITDA margins growth rates and operating margins, long-term growth rates, working capital, royalty rates in the category of intellectual property, discount rates and future market conditions, among others, as applicable. The inputs used in determining the fair value of the ROU assets are the current comparable market rents for similar properties and a store discount rate. The fair value of the property and equipment is based on its estimated liquidation value. The measurement of fair value of these assets are considered Level 3 valuations as certain of these inputs are unobservable and are estimated to be those that would be used by market participants in valuing these or similar assets.
v3.23.1
Long-Term Debt and Financing Arrangements
 3 Months Ended
Apr. 29, 2023
Debt Disclosure [Abstract]  
Long-Term Debt and Financing Arrangements

Note 4. Long-Term Debt and Financing Arrangements

Debt obligations consisted of the following:

 

 

 

April 29,

 

 

January 28,

 

(in thousands)

 

2023

 

 

2023

 

Long-term debt:

 

 

 

 

 

 

Term Loan Facilities

 

$

27,665

 

 

$

29,378

 

Revolving Credit Facilities

 

 

53,484

 

 

 

58,498

 

Third Lien Credit Facility

 

 

26,869

 

 

 

25,956

 

Total debt principal

 

 

108,018

 

 

 

113,832

 

Less: current portion of long-term debt

 

 

3,500

 

 

 

3,500

 

Less: deferred financing costs

 

 

2,076

 

 

 

2,254

 

Total long-term debt

 

$

102,442

 

 

$

108,078

 

Term Loan Credit Facility

On September 7, 2021, Vince, LLC entered into a new $35,000 senior secured term loan credit facility (the "Term Loan Credit Facility") pursuant to a Credit Agreement (the "Term Loan Credit Agreement") by and among Vince, LLC, as the borrower, the guarantors named therein, PLC Agent, LLC, as administrative agent and collateral agent, and the other lenders from time to time party thereto. Vince Holding Corp. and Vince Intermediate Holding, LLC ("Vince Intermediate") are guarantors under the Term Loan Credit Facility. The Term Loan Credit Facility matures on the earlier of September 7, 2026 and 91 days after the maturity date of the 2018 Revolving Credit Facility (as defined below).

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

The Term Loan Credit Facility contains a requirement that Vince, LLC will maintain an availability under its 2018 Revolving Credit Facility of the greater of 10% of the commitments thereunder or $9,500. The Term Loan Credit Facility did not permit dividends prior to April 30, 2022, or an earlier date designated by Vince, LLC (the period until such date, the "Accommodation Period") and now permits them to the extent that no default or event of default is continuing or would result from a contemplated dividend, so long as after giving pro forma effect to the contemplated dividend subtracting any accounts payable amounts that are or

are projected to be past due for the following six months, excess availability for such six month period will be at least the greater of 25.0% of the aggregate lending commitments and $15,000. In addition, the Term Loan Credit Facility contains customary representations and warranties, other covenants, and events of default, including but not limited to, limitations on the incurrence of additional indebtedness, liens, burdensome agreements, guarantees, investments, loans, asset sales, mergers, acquisitions, prepayment of other debt, the repurchase of capital stock, transactions with affiliates, and the ability to change the nature of its business or its fiscal year, and distributions and dividends. Furthermore, the Term Loan Credit Facility is subject to a Borrowing Base (as defined in the Term Loan Credit Agreement) which can, under certain conditions result in the imposition of a reserve under the 2018 Revolving Credit Facility. As of April 29, 2023, the Company was in compliance with applicable covenants.

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

On September 30, 2022, Vince, LLC entered into the First Amendment to the Term Loan Credit Agreement (the "TL First Amendment"). The TL First Amendment, among other things, (i) requires more frequent borrowing base reporting and establishes variance reporting in connection with the Rebecca Taylor, Inc. liquidation; (ii) removes the assets (other than intellectual property) of the Rebecca Taylor, Inc. and Parker Holding, LLC companies from the term loan borrowing base; (iii) permits the sale of the intellectual property of the Rebecca Taylor, Inc. and Parker Holding, LLC companies and the Rebecca Taylor, Inc. liquidation; (iv) amends the ABL (as defined in the Term Loan Credit Agreement) excess availability covenant to provide the Company with up to $5,000 of additional potential liquidity through December 28, 2022; and (v) requires prepayment of the Obligations in an amount equal to 100% of the Net Cash Proceeds received from the sale of the intellectual property of the Rebecca Taylor, Inc. and Parker Holding, LLC companies to be applied against the Obligations as outlined in the TL First Amendment. On December 22, 2022, the Company's indirectly wholly owned subsidiary, Rebecca Taylor, Inc., completed the sale of its intellectual property and certain related ancillary assets and net cash proceeds of $2,997 were used to repay a portion of the Term Loan Credit Facility. On February 17, 2023, the Company's indirectly wholly owned subsidiary, Parker Lifestyle, LLC, completed the sale of its intellectual property and certain related ancillary assets and net cash proceeds of $838 were used to repay a portion of the Term Loan Credit Facility.

In connection with the TL First Amendment, Vince, LLC agreed to pay the term lenders fees equal to (i) $600 and (ii) if the underlying term loan is not paid in full by January 31, 2023, an additional $850, which is payable upon Payment in Full of the Term Loan Credit Facility.

As a result of the TL First Amendment, the Company incurred a total of $1,525 of financing costs. In accordance with ASC Topic 470, "Debt", the Company accounted for this amendment as a debt modification and recorded $75 of the financing costs paid to third parties within selling, general and administrative expenses on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for fiscal 2022. The remaining $1,450 of financing costs were recorded as deferred debt issuance costs (which is presented within Long-term debt on the Condensed Consolidated Balance Sheets) which will be amortized over the remaining term of the Term Loan Credit Facility.

Through April 29, 2023, on an inception to date basis, the Company has made repayments of $7,335 on the Term Loan Credit Facility.

On May 25, 2023, utilizing proceeds from the Asset Sale, the Company repaid all outstanding amounts under the Term Loan Credit Facility and the Term Loan Credit Facility was terminated. See Note 14 "Subsequent Events" for further details.

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" as amended and restated as described below) 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.

On December 11, 2020, Vince, LLC entered into the Fifth Amendment (the "Fifth Revolver Amendment") to the 2018 Revolving Credit Facility. The Fifth Revolver Amendment, among other things, (i) extended the period from November 30, 2020 to July 31, 2021 (such period, "Accommodation Period"), during which the eligibility of certain account debtors was revised by extending by 30 days the time those accounts may remain outstanding past due as well as increasing the concentration limits of certain account debtors; (ii) extended the period through which the applicable margin on all borrowings of revolving loans by 0.75% per annum during such Accommodation Period; (iii) extended the period from October 30, 2021 to January 29, 2022, during which the cap on which certain items eligible to be added back to "Consolidated EBITDA" (as defined in the 2018 Revolving Credit Facility) was increased to 27.5% from 22.5%; (iv) extended the temporary suspension of the Consolidated Fixed Charge Coverage Ratio ("FCCR") covenant through the delivery of a compliance certificate relating to the fiscal quarter ended January 29, 2022 (such period, the "Extended Accommodation Period"), other than the fiscal quarter ending January 29, 2022; (v) required Vince, LLC to maintain an FCCR of 1.0 to 1.0 in the event the excess availability under the 2018 Revolving Credit Facility was less than (x) $7,500 through

the end of the Accommodation Period; and (y) $10,000 from August 1, 2020 through the end of the Extended Accommodation Period; (vi) permitted Vince, LLC to incur the debt under the Third Lien Credit Facility (as described below); (vii) revised the definition of "Cash Dominion Trigger Amount" to mean $15,000 through the end of the Extended Accommodation Period and at all other times thereafter, 12.5% of the loan cap and $5,000, whichever is greater; (viii) deemed the Cash Dominion Event (as defined in the credit agreement for the 2018 Revolving Credit Facility) as triggered during the Accommodation Period; and (ix) required an engagement by the Company of a financial advisor from February 1, 2021 until March 31, 2021 (or until the excess availability was greater than 25% of the loan cap for a period of at least thirty days, whichever is later) to assist in the preparation of certain financial reports, including the review of the weekly cashflow reports and other items. As of April 2021, the requirement to engage a financial advisor had been satisfied.

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

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

Concurrently with the TL First Amendment, on September 30, 2022, Vince, LLC entered into the First Amendment to the A&R Revolving Credit Facility Agreement (the "ABL First Amendment"). The ABL First Amendment, among other things, (i) requires more frequent borrowing base reporting and establishes variance reporting in connection with the Rebecca Taylor, Inc. liquidation; (ii) amends the definition of "Availability Reserves" to account for the difference between the aggregate amount of the ABL borrowing base attributable to the assets of the Rebecca Taylor, Inc. and Parker Holding, LLC companies and the amounts received (or anticipated to be received) as net proceeds of asset sales in connection with the Rebecca Taylor, Inc. liquidation; (iii) permits the sale of the intellectual property of the Rebecca Taylor, Inc. and Parker Holding, LLC companies and the Rebecca Taylor, Inc. liquidation; (iv) amends the excess availability covenant to provide the Company with up to $5,000 of additional potential liquidity through December 28, 2022; and (v) removes the assets of the Rebecca Taylor, Inc. and Parker Holding, LLC companies from the borrowing base from and after November 30, 2022. In connection with the ABL First Amendment, Vince, LLC agreed to pay the ABL lenders fees equal to (i) $375 and (ii) if the ABL was not paid in full by December 15, 2022, an additional $125, which was paid on January 31, 2023.

As a result of the ABL First Amendment, the Company incurred a total of $708 of financing costs. In accordance with ASC Topic 470, "Debt", the Company accounted for this amendment as a debt modification and therefore, these financing costs were recorded as deferred debt issuance costs (which is presented within Other assets on the Condensed Consolidated Balance Sheets) and will be amortized over the remaining term of the 2018 Revolving Credit Facility.

On April 21, 2023, Vince, LLC entered into the certain Consent and Second Amendment to Amended and Restated Credit Agreement (the "Second Amendment to ABL Credit Agreement"), which amends that certain Amended and Restated Credit Agreement, dated as of September 7, 2021 (as amended by that certain First Amendment to Amended and Restated Credit Agreement, dated as of September 30, 2022, the Second Amendment to ABL Credit Agreement and as further amended, restated, amended and restated, supplemented, modified or otherwise in effect from time to time, the "ABL Credit Agreement") by and among Vince, LLC as the borrower, the guarantors signatory thereto, Citizens, as administrative agent and collateral agent, Citizens, as an L/C Issuer, and the other lenders party thereto.

The Second Amendment to ABL Credit Agreement amends the ABL Credit Agreement to, among other things, (a) permit the sale of the intellectual property related to the business operated under the Vince brand contemplated in the Asset Sale, (b) replace LIBOR as an interest rate benchmark in favor of Daily Simple SOFR, subject to a credit spread adjustment of 0.10% per annum, and (c) increase the applicable margin in respect of loans under the ABL Credit Agreement to 2.75% for SOFR loans and 1.75% for base rate loans, (d) reduce the lenders' commitments to extend credit to (i) $70,000 as of the Asset Sale closing date, (ii) $65,000 as of June 30, 2023, (iii) $60,000 as of July 31, 2023, (iv) $55,000 as of September 30, 2023 and (v) $25,000 as of December 31, 2023, (e) amend the ABL Credit Agreement's maturity date to June 30, 2024, (f) reduce the capacity to incur indebtedness and liens, make investments, restricted payments and dispositions and repay certain indebtedness, (g) modify certain terms impacting the calculation of ABL Credit Agreement's borrowing base, (h) modify certain reporting requirements, (i) set the minimum excess availability covenant at $15,000, (j) remove cash dominion event qualifications related to certain obligations of Vince, LLC and certain of its subsidiaries under the ABL Credit Agreement and (k) modify certain representations and warranties, covenants and events of default in respect of documentation related to the Asset Sale.

The amendments set forth above became effective upon the contemporaneous consummation of the Asset Sale, the prepayment of the Term Loan Credit Facility in full and other transactions contemplated by the Asset Purchase Agreement. See Note 14 "Subsequent Events" for further information.

As of April 29, 2023, the Company was in compliance with applicable covenants. As of April 29, 2023, $20,399 was available under the 2018 Revolving Credit Facility, net of the Loan Cap, and there were $53,484 of borrowings outstanding and $5,104 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 April 29, 2023 was 6.6%.

Third Lien Credit Facility

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

SK Financial is an affiliate of Sun Capital Partners, Inc. ("Sun Capital"), whose affiliates own, as of April 29, 2023, approximately 69% of the Company's common stock. The Third Lien Credit Facility was reviewed and approved by the Special Committee of the Company's Board of Directors, consisting solely of directors not affiliated with Sun Capital, which committee was represented by independent legal advisors.

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

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

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

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

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

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

On April 21, 2023, Vince, LLC entered into that certain Consent and Third Amendment to Credit Agreement (the "Third Amendment to Third Lien Credit Agreement"), which amends that certain Credit Agreement, dated as of December 11, 2020 (as amended by that certain First Amendment to Credit Agreement, dated as of September 7, 2021, that certain Second Amendment to Credit Agreement, dated as of September 30, 2022, the Third Amendment to Third Lien Credit Agreement and as further amended, restated, amended and restated, supplemented, modified or otherwise in effect from time to time, the "Third Lien Credit Agreement") by and among Vince, LLC, as the borrower, the guarantors signatory thereto, SK Financial Services, LLC, as administrative agent and collateral agent, and the lenders party thereto.

The Third Amendment to Third Lien Credit Agreement amends the Third Lien Credit Agreement to, among other things, (a) permit the sale of the intellectual property of the Vince Business contemplated in the Asset Sale, (b) replace LIBOR as an interest rate benchmark in favor of Daily Simple SOFR, subject to a credit spread adjustment of 0.10% per annum, (c) amend the Third Lien

Credit Agreement's maturity date to the earlier of (i) March 30, 2025 and (ii) 180 days after the maturity date under the ABL Credit Agreement, (d) reduce the capacity to incur indebtedness and liens, make investments, restricted payments and dispositions and repay certain indebtedness and (e) modify certain representations and warranties, covenants and events of default in respect of documentation related to the Asset Sale.

The amendments set forth above became effective upon the consummation of the Asset Sale, the prepayment of the Term Loan Credit Facility in full and other transactions contemplated by the Asset Purchase Agreement. See Note 14 "Subsequent Events" for further information.
v3.23.1
Inventory
 3 Months Ended
Apr. 29, 2023
Inventory Disclosure [Abstract]  
Inventory

Note 5. Inventory

Inventories consisted of finished goods. As of April 29, 2023 and January 28, 2023, finished goods, net of reserves were $80,036 and $90,008, respectively.
v3.23.1
Share-Based Compensation
 3 Months Ended
Apr. 29, 2023
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 canceled for any reason, or expire or terminate unexercised, the shares covered by such award may again be available for the grant of awards under the Vince 2013 Incentive Plan. As of April 29, 2023, there were 887,988 shares under the Vince 2013 Incentive Plan available for future grants. Options granted pursuant to the Vince 2013 Incentive Plan typically vest in equal installments over four years, subject to the employees' continued employment and expire on the earlier of the tenth anniversary of the grant date or upon termination as outlined in the Vince 2013 Incentive Plan. Restricted stock units ("RSUs") granted typically vest in equal installments over a three-year period or vest in equal installments over four years, subject to the employees' continued employment.

Employee Stock Purchase Plan

The Company maintains an employee stock purchase plan ("ESPP") for its employees. Under the ESPP, all eligible employees may contribute up to 10% of their base compensation, up to a maximum contribution of $10 per year. The purchase price of the stock is 90% of the fair market value, with purchases executed on a quarterly basis. The plan is defined as compensatory, and accordingly, a charge for compensation expense is recorded to selling, general and administrative ("SG&A") expense for the difference between the fair market value and the discounted purchase price of the Company's common stock. During the three months ended April 29, 2023, 1,885 shares of common stock were issued under the ESPP. During the three months ended April 30, 2022, 2,663 shares of common stock were issued under the ESPP. As of April 29, 2023, there were 58,690 shares available for future issuance under the ESPP.

Stock Options

A summary of stock option activity for the three months ended April 29, 2023 is as follows:

 

 

 

Stock Options

 

 

Weighted Average Exercise Price

 

 

Weighted Average Remaining Contractual Term (years)

 

 

Aggregate Intrinsic Value
(in thousands)

 

Outstanding at January 28, 2023

 

 

58

 

 

$

38.77

 

 

 

2.7

 

 

$

—

 

Granted

 

 

—

 

 

$

—

 

 

 

 

 

 

 

Exercised

 

 

—

 

 

$

—

 

 

 

 

 

 

 

Forfeited or expired

 

 

—

 

 

$

—

 

 

 

 

 

 

 

Outstanding at April 29, 2023

 

 

58

 

 

$

38.77

 

 

 

2.4

 

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested and exercisable at April 29, 2023

 

 

58

 

 

$

38.77

 

 

 

2.4

 

 

$

—

 

Restricted Stock Units

A summary of restricted stock unit activity for the three months ended April 29, 2023 is as follows:

 

 

 

Restricted Stock Units

 

 

Weighted Average Grant Date Fair Value

 

Non-vested restricted stock units at January 28, 2023

 

 

550,293

 

 

$

9.44

 

Granted

 

 

13,553

 

 

$

7.40

 

Vested

 

 

(34,983

)

 

$

11.92

 

Forfeited

 

 

(16,765

)

 

$

9.49

 

Non-vested restricted stock units at April 29, 2023

 

 

512,098

 

 

$

9.21

 

Share-Based Compensation Expense

The Company recognized share-based compensation expense of $420 and $609, including expense of $54 and $126 related to non-employees, during the three months ended April 29, 2023 and April 30, 2022, respectively.

v3.23.1
Stockholders' Equity
 3 Months Ended
Apr. 29, 2023
Equity [Abstract]  
Stockholders' Equity

Note 7. Stockholders' Equity

At-the-Market Offering

On September 9, 2021, the Company filed a shelf registration statement on Form S-3, which was declared effective on September 21, 2021 (the "Registration Statement"). Under the Registration Statement, the Company may offer and sell up to 3,000,000 shares of common stock from time to time in one or more offerings at prices and terms to be determined at the time of the sale. In connection with the filing of the Registration Statement, the Company entered into an Open Market Sale AgreementSM with Jefferies LLC ("At-the-Market Offering"), under which the Company is able to offer and sell, from time to time, up to 1,000,000 shares of common stock, par value $0.01 per share, which shares are included in the securities registered pursuant to the Registration Statement. During the three months ended April 29, 2023, the Company did not make any offerings or sales of shares of common stock under the At-the-Market Offering. During the three months ended April 30, 2022, the Company issued and sold 36,874 shares of common stock under the At-the-Market Offering for aggregate net proceeds of $305, at an average price of $8.27 per share. At April 29, 2023, 877,886 shares of common stock were available to be offered and sold under the At-the-Market Offering.
v3.23.1
Earnings (Loss) Per Share
 3 Months Ended
Apr. 29, 2023
Earnings Per Share [Abstract]  
Earnings (Loss) Per Share

Note 8. Earnings (Loss) Per Share

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

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

 

 

 

Three Months Ended

 

 

 

April 29,

 

 

April 30,

 

 

 

2023

 

 

2022

 

Weighted-average shares—basic

 

 

12,342,355

 

 

 

12,030,826

 

Effect of dilutive equity securities

 

 

—

 

 

 

—

 

Weighted-average shares—diluted

 

 

12,342,355

 

 

 

12,030,826

 

Because the Company incurred a net loss for the three months ended April 29, 2023 and April 30, 2022, weighted-average basic shares and weighted-average diluted shares outstanding are equal for these periods.
v3.23.1
Commitments and Contingencies
 3 Months Ended
Apr. 29, 2023
Commitments And Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 9. Commitments and Contingencies

Litigation

The Company is a party to legal proceedings, compliance matters, environmental, as well as wage and hour and other labor claims that arise in the ordinary course of business. Although the outcome of such items cannot be determined with certainty, management believes that the ultimate outcome of these items, individually and in the aggregate, will not have a material adverse impact on the Company's financial position, results of operations or cash flows.
v3.23.1
Income Taxes
 3 Months Ended
Apr. 29, 2023
Income Tax Disclosure [Abstract]  
Income Taxes

Note 10. Income Taxes

The Company provides for income taxes at the end of each interim period based on the estimated effective tax rate for the full fiscal year. In interim periods where the entity is experiencing losses, an entity must make assumptions concerning its future taxable income and determine whether the realization of future tax benefits is more likely than not. The benefit for income taxes of $5,285 for the three months ended April 29, 2023 is due to a $6,127 discrete tax impact from the change in classification of the Company's Vince tradename indefinite-lived intangibles to Assets Held for Sale offset by $842 of tax expense from applying the Company's estimated effective tax rate for the fiscal year to the three-months pre-tax loss excluding discrete items. The change in classification of the Company's Vince tradename indefinite-lived intangibles resulted in a reversal of the non-cash deferred tax liability previously created by the amortization of indefinite-lived tradename intangible asset recognized for tax but not for book purposes as this non-cash deferred tax liability can now be used as a source to support the realization of certain deferred tax assets related to the Company's net operating losses. The Company's estimated effective tax rate for the fiscal year is primarily driven by the non-cash deferred tax expense created by the current period amortization of indefinite-lived goodwill 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 additional tax expense for the amortization difference for goodwill.

For the three months ended April 30, 2022, the Company had year-to-date ordinary losses for the interim period and was anticipating annual ordinary income for the fiscal year. The Company had determined that it was more likely than not that the tax benefit of the year-to-date loss would not be realized in the prior year or future years and accordingly, the Company’s effective tax was 0% for the three months ended April 30, 2022.

Each reporting period, the Company evaluates the realizability of its deferred tax assets and has maintained a full valuation allowance against its deferred tax assets. These valuation allowances will be maintained until there is sufficient positive evidence to conclude that it is more likely than not that these deferred tax assets will be realized.
v3.23.1
Leases
 3 Months Ended
Apr. 29, 2023
Leases [Abstract]  
Leases

Note 11. Leases

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

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

Total lease cost is included in 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 its ROU asset and lease liabilities. Short term lease costs were immaterial for the three months ended April 29, 2023 and April 30, 2022. The Company's lease cost is comprised of the following:

 

 

 

Three Months Ended

 

 

 

April 29,

 

 

April 30,

 

(in thousands)

 

2023

 

 

2022

 

Operating lease cost

 

$

3,797

 

 

$

6,320

 

Variable operating lease cost

 

 

28

 

 

 

234

 

Total lease cost

 

$

3,825

 

 

$

6,554

 

The operating lease cost for the three months ended April 29, 2023, included a benefit of $779 for the correction of an error recorded within SG&A expenses related to a lease modification that occurred during fiscal 2022 for a Vince retail store, leading to an overstatement of the ROU assets and an overstatement of the lease obligations in fiscal 2022.

As of April 29, 2023, the future maturity of lease liabilities are as follows:

 

 

 

 

 

April 29,

 

(in thousands)

 

 

 

2023

 

Fiscal 2023

 

 

 

$

18,912

 

Fiscal 2024

 

 

 

 

21,990

 

Fiscal 2025

 

 

 

 

15,349

 

Fiscal 2026

 

 

 

 

11,698

 

Fiscal 2027

 

 

 

 

8,985

 

Thereafter

 

 

 

 

28,534

 

Total lease payments

 

 

 

 

105,468

 

Less: Imputed interest

 

 

 

 

(19,070

)

Total operating lease liabilities

 

 

 

$

86,398

 

The operating lease payments do not include any renewal options as such leases are not reasonably certain of being renewed as of April 29, 2023, and do not include $12,427 of legally binding minimum lease payments for leases signed but not yet commenced.

v3.23.1
Segment Financial Information
 3 Months Ended
Apr. 29, 2023
Segment Reporting [Abstract]  
Segment Financial Information

Note 12. Segment Financial Information

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

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

On September 12, 2022, the Company announced its decision to wind down the Rebecca Taylor business. On December 22, 2022, the Company's indirectly wholly owned subsidiary, Rebecca Taylor, Inc., completed the sale of its intellectual property and certain related ancillary assets to RT IPCO, LLC, an affiliate of Ramani Group. Substantially all Rebecca Taylor inventory was liquidated as of January 28, 2023. Additionally, all Rebecca Taylor retail and outlet stores operated by the Company were closed as of January 28, 2023 and the e-commerce site operated by the Company ceased in December 2022.

On February 17, 2023, the Company's indirectly wholly owned subsidiary, Parker Lifestyle, LLC, completed the sale of its intellectual property and certain related ancillary assets to Parker IP Co. LLC, an affiliate of BCI Brands.

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 28, 2023 included in the 2022 Annual Report on Form 10-K. Unallocated corporate expenses are related to the Vince brand and are comprised of SG&A expenses attributable to corporate and administrative activities (such as marketing, design, finance, information technology, legal and human resource departments), and other charges that are not directly attributable to the Company's Vince Wholesale and Vince Direct-to-consumer reportable segments. Unallocated corporate assets are related to the Vince brand and are comprised of the carrying values of the Company's goodwill and other assets that will be utilized to generate revenue for the Company's Vince Wholesale and Vince Direct-to-consumer reportable segments. In addition, as of April 29, 2023, unallocated corporate assets includes assets held for sale, which is comprised of the Vince brand tradename and Vince customer relationships. Prior to its classification as assets held for sale, the Vince customer relationships were included within the Vince Wholesale segment.

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 April 29, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales (1)

 

$

32,467

 

 

$

31,508

 

 

$

81

 

 

$

—

 

 

$

64,056

 

Income (loss) before income taxes (2) (3)

 

 

8,571

 

 

 

1,101

 

 

 

1,192

 

 

 

(16,530

)

 

 

(5,666

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended April 30, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales (4)

 

$

33,464

 

 

$

34,782

 

 

$

10,130

 

 

$

—

 

 

$

78,376

 

Income (loss) before income taxes

 

 

10,163

 

 

 

(802

)

 

 

(1,484

)

 

 

(15,046

)

 

 

(7,169

)

 

(in thousands)

 

Vince Wholesale

 

 

Vince Direct-to-consumer

 

 

Rebecca Taylor and Parker

 

 

Unallocated Corporate

 

 

Total

 

April 29, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

66,116

 

 

$

94,083

 

 

$

23

 

 

$

123,872

 

 

$

284,094

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 28, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

83,134

 

 

$

95,499

 

 

$

981

 

 

$

123,731

 

 

$

303,345

 

________

(1) Net sales for the Rebecca Taylor and Parker reportable segment for the three months ended April 29, 2023 consisted of $81 through wholesale distribution channels of residual revenue contracted prior to the sale of the Rebecca Taylor tradename.

(2) Rebecca Taylor and Parker reportable segment includes a $765 gain associated with the sale of the Parker tradename, a net benefit of $624 from the wind down of the Rebecca Taylor business, primarily related to the release of operating lease liabilities as a result of lease terminations, and $150 of transaction related expenses associated with the sale of the Parker tradename. See Note 1 "Description of Business and Basis of Presentation - (A) Description of Business" for further information.

(3) Unallocated Corporate includes $2,741 of transaction related expenses associated with the Asset Sale.

(4) Net sales for the Rebecca Taylor and Parker reportable segment for the three months ended April 30, 2022 consisted of $4,874 through wholesale distribution channels and $5,256 through direct-to-consumer distribution channels.
v3.23.1
Related Party Transactions
 3 Months Ended
Apr. 29, 2023
Related Party Transactions [Abstract]  
Related Party Transactions

Note 13. Related Party Transactions

Third Lien Credit Agreement

On December 11, 2020, Vince, LLC entered into the $20,000 Third Lien Credit Facility pursuant to the Third Lien Credit Agreement, by and among Vince, LLC, as the borrower, SK Financial, as agent and lender, and other lenders from time-to-time party thereto. SK Financial is an affiliate of Sun Capital, whose affiliates own, as of April 29, 2023, approximately 69% of the Company's common stock. The Third Lien Credit Facility was reviewed and approved by the Special Committee of the Company's Board of Directors, consisting solely of directors not affiliated with Sun Capital, which committee was represented by independent legal advisors.

See Note 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 net operating losses and tax credits) prior to the Restructuring Transactions consummated in connection with the Company's IPO and will generate certain section 197 intangible deductions (the "Pre-IPO Tax Benefits"), which would reduce the actual liability for taxes that the Company might otherwise be required to pay. The

Tax Receivable Agreement provides for payments to the Pre-IPO Stockholders in an amount equal to 85% of the aggregate reduction in taxes payable realized by the Company and its subsidiaries from the utilization of the Pre-IPO Tax Benefits (the "Net Tax Benefit").

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

As of April 29, 2023, the Company's total obligation under the Tax Receivable Agreement was estimated to be $0 based on projected future pre-tax income.

Sun Capital Consulting Agreement

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

During the three months ended April 29, 2023 and April 30, 2022, the Company incurred expenses of $3 and $8, respectively, under the Sun Capital Consulting Agreement.

v3.23.1
Subsequent Events
 3 Months Ended
Apr. 29, 2023
Subsequent Events [Abstract]  
Subsequent Events

Note 14. Subsequent Events

Asset Sale

On April 21, 2023 the Company entered into the Asset Purchase Agreement (defined below), pursuant to which Vince, LLC (or "Seller") agreed to sell and transfer to ABG-Vince LLC (f/k/a ABG-Viking, LLC) ("Buyer"), an indirect subsidiary of Authentic, all intellectual property assets related to the business operated under the VINCE brand of Seller to Buyer in exchange for Buyer paying to Seller aggregate consideration consisting of (i) Buyer making a cash payment equal to $76,500 and (ii) Buyer issuing units of Buyer to Seller representing a 25% ownership stake in Buyer (the "Seller Units") (the "Asset Sale"). The Asset Sale was consummated in accordance with the terms of the Asset Purchase Agreement on May 25, 2023 (the "Closing Date"). Pursuant to the terms of the Asset Purchase Agreement, Buyer paid gross proceeds of $76,500 in cash and issued to Seller the Seller Units.

In connection with the Asset Sale, the Company anticipates incurring total transaction related expenses of approximately $6,000, of which $2,741 was incurred during the three months ended April 29, 2023. The Company utilized the net proceeds received to prepay in full the Term Loan Credit Facility (as discussed in further detail below) and to repay a portion of the outstanding borrowings under the 2018 Revolving Credit Facility.

Operating Agreement

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

License Agreement

On May 25, 2023, in connection with the Closing, Seller and Buyer entered into a License Agreement (the "License Agreement"), which provides Vince, LLC with a license to use the Licensed Property in the Territory to the Approved Accounts (each as defined in the License Agreement).

The initial term of the License Agreement begins on May 25, 2023, the date on which the Closing actually occurred, and ends at the end of the Company's 2032 fiscal year, unless sooner terminated pursuant to the terms of the License Agreement. Vince, LLC has

the option to renew the License Agreement on the terms set forth in the License Agreement for eight consecutive periods of ten years each, unless the License Agreement is sooner terminated pursuant to its terms or Vince, LLC is in material breach of the License Agreement and such breach has not been cured within the specified cure period. Vince, LLC may elect not to renew the term for a renewal term.

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

Prepayment of Term Loan Credit Facility

On May 25, 2023, utilizing proceeds from the Asset Sale, the Company repaid all outstanding amounts of $28,724, including accrued interest and a prepayment penalty of $553, under the Term Loan Credit Facility. The Term Loan Credit Facility was terminated. In addition, the Company repaid $850 of fees due in accordance with the TL First Amendment (see Note 4 "Long-Term Debt and Financing Arrangements" for further information).

v3.23.1
Description of Business and Basis of Presentation (Policies)
 3 Months Ended
Apr. 29, 2023
Organization Consolidation And Presentation Of Financial Statements [Abstract]  
Description of Business

(A) Description of Business: The Company is a global retail company that operates the Vince brand women's and men's ready to wear business. Vince, established in 2002, is a leading global luxury apparel and accessories brand best known for creating elevated yet understated pieces for every day effortless style. Previously, the Company also owned and operated the Rebecca Taylor and Parker brands until the sale of the respective intellectual property was completed, as discussed below.

On April 21, 2023 the Company entered into a strategic partnership ("Authentic Transaction") with Authentic Brands Group, LLC ("Authentic"), a global brand development, marketing and entertainment platform, whereby the Company will contribute its intellectual property to a newly formed Authentic subsidiary ("ABG Vince") for total consideration of $76,500 in cash and a 25% membership interest in ABG Vince. Through the agreement, Authentic will own the majority stake of 75% membership interest in ABG Vince. The Company closed the Asset Sale on May 25, 2023. The Cash Consideration generated by the Asset Sale was used to prepay in full Vince, LLC's existing Term Loan Credit Facility (as defined below) and to repay a portion of the outstanding borrowings under Vince, LLC's 2018 Revolving Credit Facility (as defined below). On May 25, 2023, in connection with the Authentic Transaction, Vince, LLC, entered into a License Agreement (the "License Agreement") with ABG-Vince LLC, which provides Vince, LLC with an exclusive, long-term license to use the Licensed Property in the Territory to the Approved Accounts (each as defined in the License Agreement). See Note 14 "Subsequent Events" for additional information.

Concurrent with the Authentic Transaction, Vince, LLC entered into the certain Consent and Second Amendment to Amended and Restated Credit Agreement (the "Second Amendment to ABL Credit Agreement") to adjust the initial commitment level commensurate with the expected net proceeds after transaction related fees and the expected debt pay down, and to revise the maturity date to June 30, 2024, among other things, which was effective upon the closing of the Asset Sale. See Note 4 "Long-Term Debt and Financing Arrangements" for additional information.

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

Parker, founded in 2008 in New York City, was a contemporary women's fashion brand that was trend focused. During the first half of fiscal 2020 the Company decided to pause the creation of new products for the Parker brand to focus resources on the operations of the Vince and Rebecca Taylor brands. On February 17, 2023, the Company's indirectly wholly owned subsidiary, Parker Lifestyle, LLC, completed the sale of its intellectual property and certain related ancillary assets to Parker IP Co. LLC, an affiliate of BCI Brands, for $1,025. The Company recognized a gain of $765 on the sale. Net cash proceeds from the sale were used to repay $838 of borrowings under the Term Loan Credit Facility.

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

Basis of Presentation

(B) Basis of Presentation: The accompanying condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") and the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Therefore, these financial statements should be read in conjunction with VHC's audited financial statements for the fiscal year ended January 28, 2023, as set forth in the 2022 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 April 29, 2023. All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) and disclosures necessary for a fair statement. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or the fiscal year as a whole.
Use of Estimates

(C) Use of Estimates: The preparation of financial statements in conformity with GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements which affect revenues and expenses during the period reported. Estimates are adjusted when

necessary to reflect actual experience. Significant estimates and assumptions may affect many items in the financial statements. Actual results could differ from estimates and assumptions in amounts that may be material to the consolidated financial statements.

Sources And Uses Of Liquidity

(D) Sources and Uses of Liquidity: The Company's sources of liquidity are cash and cash equivalents, cash flows from operations, if any, borrowings available under the 2018 Revolving Credit Facility (as amended and restated and as defined below) and the Company's ability to access the capital markets, including the Open Market Sale AgreementSM entered into with Jefferies LLC in September 2021 (see Note 7 "Stockholders' Equity" for further information). The Company's primary cash needs are funding working capital requirements, including royalty payments under the License Agreement, meeting debt service requirements and capital expenditures for new stores and related leasehold improvements. The most significant components of the Company's working capital are cash and cash equivalents, accounts receivable, inventories, accounts payable and other current liabilities.

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

The Second Amendment to ABL Credit Agreement has amended the maturity date of the 2018 Revolving Credit Facility to June 30, 2024. There can be no assurance that we will be able to refinance the 2018 Revolving Credit Facility on reasonable terms, if at all. See Note 4 "Long-Term Debt and Financing Arrangements" and Part II, Item 1A "Risk Factors" for further information.
Revenue Recognition

(E) 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 12 "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 the Company operates. As of April 29, 2023 and January 28, 2023, the contract liability was $1,537 and $1,617, respectively. For the three months ended April 29, 2023, the Company recognized $111 of revenue that was previously included in the contract liability as of January 28, 2023.
Recent Accounting Pronouncements

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

Recently Adopted Accounting Pronouncements

In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13: "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments". The ASU requires an impairment model (known as the current expected credit loss ("CECL") model) that is based on expected losses rather than incurred losses. Under the new guidance, each reporting entity should estimate an allowance for expected credit losses, which is intended to result in more timely recognition of losses. The new standard applies to trade receivables arising from revenue transactions. Under Accounting Standards Codification 606, revenue is recognized when, among other criteria, it is probable that an entity will collect the consideration it is entitled to when goods or services are transferred to a customer. When trade receivables are recorded, they become subject to the CECL model and estimates of expected credit losses on trade receivables over their contractual life will be required to be recorded at inception based on historical information, current conditions, and reasonable and supportable forecasts. The Company adopted the guidance on January 29, 2023, the first day of fiscal 2023, which did not have a material effect on the Company's consolidated financial statements.
v3.23.1
Goodwill and Intangible Assets (Tables)
 3 Months Ended
Apr. 29, 2023
Goodwill And Intangible Assets Disclosure [Abstract]  
Summary of Net Goodwill Balances

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

 

(in thousands)

 

Vince Wholesale

 

 

Vince
Direct-to-consumer

 

 

Rebecca Taylor and Parker

 

 

Total Net Goodwill

 

Balance as of January 28, 2023

 

$

31,973

 

 

$

—

 

 

$

—

 

 

$

31,973

 

Balance as of April 29, 2023

 

$

31,973

 

 

$

—

 

 

$

—

 

 

$

31,973

 
Summary of Identifiable Intangible Assets

The following tables present a summary of identifiable intangible assets:

 

(in thousands)

 

Gross Amount

 

 

Accumulated Amortization

 

 

Accumulated Impairments

 

 

Reclassification to Assets Held for Sale

 

 

Net Book Value

 

Balance as of April 29, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships (1)

 

$

11,970

 

 

$

(9,113

)

 

$

—

 

 

$

(2,857

)

 

$

—

 

Indefinite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tradenames (1)

 

 

101,850

 

 

 

—

 

 

 

(34,750

)

 

 

(67,100

)

 

 

—

 

Total intangible assets (2)

 

$

113,820

 

 

$

(9,113

)

 

$

(34,750

)

 

$

(69,957

)

 

$

—

 

________

(1) On April 21, 2023, the Company entered into the Authentic Transaction with Authentic and as a result, the Vince tradename and Vince customer relationships were classified as held for sale. Amortization of the Vince customer relationships has ceased. The Vince tradename and Vince customer relationships held for sale assets are presented within the unallocated corporate non-reportable segment.

(2) This table excludes the Parker tradename and customer relationships. On February 17, 2023, the Company's indirectly wholly owned subsidiary, Parker Lifestyle, LLC, completed the sale of its intellectual property and certain related ancillary assets to Parker IP Co. LLC, an affiliate of BCI Brands. See Note 1 "Description of Business and Basis of Presentation - (A) Description of Business" for further information.

 

(in thousands)

 

Gross Amount

 

 

Accumulated Amortization

 

 

Accumulated Impairments

 

 

Reclassification to Assets Held for Sale

 

 

Net Book Value

 

Balance as of January 28, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

31,355

 

 

$

(22,234

)

 

$

(6,115

)

 

$

—

 

 

$

3,006

 

Tradenames (3)

 

 

13,100

 

 

 

(313

)

 

 

(12,527

)

 

 

(260

)

 

 

—

 

Indefinite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tradenames

 

 

101,850

 

 

 

—

 

 

 

(34,750

)

 

 

—

 

 

 

67,100

 

Total intangible assets

 

$

146,305

 

 

$

(22,547

)

 

$

(53,392

)

 

$

(260

)

 

$

70,106

 

________

(3) During the third quarter of fiscal 2022, the Parker tradename was classified as held for sale and amortization ceased.
v3.23.1
Long-Term Debt and Financing Arrangements (Tables)
 3 Months Ended
Apr. 29, 2023
Debt Disclosure [Abstract]  
Summary of Long-Term Debt

Debt obligations consisted of the following:

 

 

 

April 29,

 

 

January 28,

 

(in thousands)

 

2023

 

 

2023

 

Long-term debt:

 

 

 

 

 

 

Term Loan Facilities

 

$

27,665

 

 

$

29,378

 

Revolving Credit Facilities

 

 

53,484

 

 

 

58,498

 

Third Lien Credit Facility

 

 

26,869

 

 

 

25,956

 

Total debt principal

 

 

108,018

 

 

 

113,832

 

Less: current portion of long-term debt

 

 

3,500

 

 

 

3,500

 

Less: deferred financing costs

 

 

2,076

 

 

 

2,254

 

Total long-term debt

 

$

102,442

 

 

$

108,078

 
v3.23.1
Share-Based Compensation (Tables)
 3 Months Ended
Apr. 29, 2023
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]  
Summary of Stock Option Activity

A summary of stock option activity for the three months ended April 29, 2023 is as follows:

 

 

 

Stock Options

 

 

Weighted Average Exercise Price

 

 

Weighted Average Remaining Contractual Term (years)

 

 

Aggregate Intrinsic Value
(in thousands)

 

Outstanding at January 28, 2023

 

 

58

 

 

$

38.77

 

 

 

2.7

 

 

$

—

 

Granted

 

 

—

 

 

$

—

 

 

 

 

 

 

 

Exercised

 

 

—

 

 

$

—

 

 

 

 

 

 

 

Forfeited or expired

 

 

—

 

 

$

—

 

 

 

 

 

 

 

Outstanding at April 29, 2023

 

 

58

 

 

$

38.77

 

 

 

2.4

 

 

$

—

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vested and exercisable at April 29, 2023

 

 

58

 

 

$

38.77

 

 

 

2.4

 

 

$

—

 
Schedule of Restricted Stock Units Activity

A summary of restricted stock unit activity for the three months ended April 29, 2023 is as follows:

 

 

 

Restricted Stock Units

 

 

Weighted Average Grant Date Fair Value

 

Non-vested restricted stock units at January 28, 2023

 

 

550,293

 

 

$

9.44

 

Granted

 

 

13,553

 

 

$

7.40

 

Vested

 

 

(34,983

)

 

$

11.92

 

Forfeited

 

 

(16,765

)

 

$

9.49

 

Non-vested restricted stock units at April 29, 2023

 

 

512,098

 

 

$

9.21

 
v3.23.1
Earnings (Loss) Per Share (Tables)
 3 Months Ended
Apr. 29, 2023
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

 

 

 

April 29,

 

 

April 30,

 

 

 

2023

 

 

2022

 

Weighted-average shares—basic

 

 

12,342,355

 

 

 

12,030,826

 

Effect of dilutive equity securities

 

 

—

 

 

 

—

 

Weighted-average shares—diluted

 

 

12,342,355

 

 

 

12,030,826

 
v3.23.1
Leases (Tables)
 3 Months Ended
Apr. 29, 2023
Leases [Abstract]  
Summary of Lease Cost The Company's lease cost is comprised of the following:

 

 

 

Three Months Ended

 

 

 

April 29,

 

 

April 30,

 

(in thousands)

 

2023

 

 

2022

 

Operating lease cost

 

$

3,797

 

 

$

6,320

 

Variable operating lease cost

 

 

28

 

 

 

234

 

Total lease cost

 

$

3,825

 

 

$

6,554

 

The operating lease cost for the three months ended April 29, 2023, included a benefit of $779 for the correction of an error recorded within SG&A expenses related to a lease modification that occurred during fiscal 2022 for a Vince retail store, leading to an overstatement of the ROU assets and an overstatement of the lease obligations in fiscal 2022.
Summary of Future Maturity of Lease Liabilities

As of April 29, 2023, the future maturity of lease liabilities are as follows:

 

 

 

 

 

April 29,

 

(in thousands)

 

 

 

2023

 

Fiscal 2023

 

 

 

$

18,912

 

Fiscal 2024

 

 

 

 

21,990

 

Fiscal 2025

 

 

 

 

15,349

 

Fiscal 2026

 

 

 

 

11,698

 

Fiscal 2027

 

 

 

 

8,985

 

Thereafter

 

 

 

 

28,534

 

Total lease payments

 

 

 

 

105,468

 

Less: Imputed interest

 

 

 

 

(19,070

)

Total operating lease liabilities

 

 

 

$

86,398

 
v3.23.1
Segment Financial Information (Tables)
 3 Months Ended
Apr. 29, 2023
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 April 29, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales (1)

 

$

32,467

 

 

$

31,508

 

 

$

81

 

 

$

—

 

 

$

64,056

 

Income (loss) before income taxes (2) (3)

 

 

8,571

 

 

 

1,101

 

 

 

1,192

 

 

 

(16,530

)

 

 

(5,666

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended April 30, 2022

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales (4)

 

$

33,464

 

 

$

34,782

 

 

$

10,130

 

 

$

—

 

 

$

78,376

 

Income (loss) before income taxes

 

 

10,163

 

 

 

(802

)

 

 

(1,484

)

 

 

(15,046

)

 

 

(7,169

)

 

(in thousands)

 

Vince Wholesale

 

 

Vince Direct-to-consumer

 

 

Rebecca Taylor and Parker

 

 

Unallocated Corporate

 

 

Total

 

April 29, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

66,116

 

 

$

94,083

 

 

$

23

 

 

$

123,872

 

 

$

284,094

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

January 28, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

83,134

 

 

$

95,499

 

 

$

981

 

 

$

123,731

 

 

$

303,345

 

________

(1) Net sales for the Rebecca Taylor and Parker reportable segment for the three months ended April 29, 2023 consisted of $81 through wholesale distribution channels of residual revenue contracted prior to the sale of the Rebecca Taylor tradename.

(2) Rebecca Taylor and Parker reportable segment includes a $765 gain associated with the sale of the Parker tradename, a net benefit of $624 from the wind down of the Rebecca Taylor business, primarily related to the release of operating lease liabilities as a result of lease terminations, and $150 of transaction related expenses associated with the sale of the Parker tradename. See Note 1 "Description of Business and Basis of Presentation - (A) Description of Business" for further information.

(3) Unallocated Corporate includes $2,741 of transaction related expenses associated with the Asset Sale.

(4) Net sales for the Rebecca Taylor and Parker reportable segment for the three months ended April 30, 2022 consisted of $4,874 through wholesale distribution channels and $5,256 through direct-to-consumer distribution channels.
v3.23.1
Description of Business and Basis of Presentation - Additional Information (Detail) - USD ($)
$ in Thousands
 3 Months Ended 20 Months Ended
Apr. 21, 2023
Feb. 17, 2023
Sep. 07, 2021
Apr. 29, 2023
Apr. 29, 2023
Jan. 28, 2023
Description Of Business And Summary Of Significant Accounting Policies [Line Items]            
Contract liability       $ 1,537 $ 1,537 $ 1,617
Revenue recognized included in contract liability       111    
Proceeds from sale of intangible assets       1,025    
Gain on sale of goodwill and other intangible assets       765    
Payment for revolving credit facility       $ 1,713    
ABL Credit Agreement [Member]            
Description Of Business And Summary Of Significant Accounting Policies [Line Items]            
Debt instrument, maturity date Jun. 30, 2024          
Term Loan Credit Facility [Member]            
Description Of Business And Summary Of Significant Accounting Policies [Line Items]            
Debt instrument, maturity date     Sep. 07, 2026      
Vince [Member] | ABG Vince [Member]            
Description Of Business And Summary Of Significant Accounting Policies [Line Items]            
Percentage of membership interest to be owned upon closing of asset sale 25.00%          
Vince [Member] | Term Loan Credit Facility [Member]            
Description Of Business And Summary Of Significant Accounting Policies [Line Items]            
Payment for revolving credit facility         $ 7,335  
Vince [Member] | Authentic Transaction [Member]            
Description Of Business And Summary Of Significant Accounting Policies [Line Items]            
Cash consideration to be received upon closing of asset sale $ 76,500          
Authentic Brands Group [Member] | ABG Vince [Member]            
Description Of Business And Summary Of Significant Accounting Policies [Line Items]            
Percentage of membership interest to be owned upon closing of asset sale 75.00%          
BCI Brands [Member]            
Description Of Business And Summary Of Significant Accounting Policies [Line Items]            
Proceeds from sale of intangible assets   $ 1,025        
Parker Lifestyle, LLC [Member]            
Description Of Business And Summary Of Significant Accounting Policies [Line Items]            
Gain on sale of goodwill and other intangible assets   765        
Parker Lifestyle, LLC [Member] | Term Loan Credit Facility [Member]            
Description Of Business And Summary Of Significant Accounting Policies [Line Items]            
Payment for revolving credit facility   $ 838        
v3.23.1
Wind down of Rebecca Taylor business - Additional Information (Detail) - USD ($)
$ in Thousands
Apr. 29, 2023
Jan. 28, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]    
Total Assets $ 284,094 $ 303,345
Assets held for sale $ 69,957 $ 260
v3.23.1
Wind down of Rebecca Taylor business - Summary of Rebecca Taylor Wind -Down related charges (Details) - USD ($)
$ in Thousands
 3 Months Ended
Apr. 29, 2023
Apr. 30, 2022
Selling, general and administrative expenses:    
Total selling, general and administrative expenses $ 32,733 $ 40,920
v3.23.1
Goodwill and Intangible Assets - Summary of Goodwill Balances (Detail)
$ in Thousands
Apr. 29, 2023
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
v3.23.1
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($)
$ in Thousands
 3 Months Ended
Apr. 29, 2023
Apr. 30, 2022
Identifiable Intangible Assets [Line Items]    
Accumulated impairments goodwill $ 101,845  
Amortization of identifiable intangible assets $ 149 $ 164
v3.23.1
Goodwill and Intangible Assets - Summary of Identifiable Intangible Assets (Detail) - USD ($)
$ in Thousands
Apr. 29, 2023
Jan. 28, 2023
Identifiable Intangible Assets [Line Items]    
Gross Amount $ 113,820 $ 146,305
Accumulated Amortization (9,113) (22,547)
Accumulated impairments (34,750) (53,392)
Reclassification to Assets Held for Sale (69,957) (260)
Net Book Value   70,106
Tradenames [Member]    
Identifiable Intangible Assets [Line Items]    
Accumulated impairments (34,750) (34,750)
Reclassification to Assets Held for Sale (67,100)  
Gross Amount 101,850 101,850
Net Book Value   67,100
Customer Relationships [Member]    
Identifiable Intangible Assets [Line Items]    
Gross Amount 11,970 31,355
Accumulated Amortization (9,113) (22,234)
Accumulated Impairments   (6,115)
Reclassification to Assets Held for Sale $ (2,857)  
Net Book Value   3,006
Tradenames [Member]    
Identifiable Intangible Assets [Line Items]    
Gross Amount   13,100
Accumulated Amortization   (313)
Accumulated Impairments   (12,527)
Reclassification to Assets Held for Sale   $ (260)
v3.23.1
Fair Value Measurements - Additional Information (Detail) - USD ($)
Apr. 29, 2023
Jan. 28, 2023
Sep. 07, 2021
Dec. 11, 2020
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]        
Non-financial assets recognized at fair value $ 0 $ 0    
Non-financial liabilities recognized at fair value 0 0    
Total long-term debt principal 108,018,000 113,832,000    
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 27,000,000 29,000,000    
Third Lien Credit Agreement [Member]        
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]        
Total long-term debt principal 26,869,000 25,956,000   $ 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 $ 27,000,000 $ 27,000,000    
v3.23.1
Long-Term Debt and Financing Arrangements - Summary of Long-Term Debt (Detail) - USD ($)
Apr. 29, 2023
Jan. 28, 2023
Dec. 11, 2020
Long-term debt:      
Total debt principal $ 108,018,000 $ 113,832,000  
Less: current portion of long-term debt 3,500,000 3,500,000  
Less: deferred financing costs 2,076,000 2,254,000  
Total long-term debt 102,442,000 108,078,000  
Term Loan Facilities [Member]      
Long-term debt:      
Total debt principal 27,665,000 29,378,000  
Revolving Credit Facilities [Member]      
Long-term debt:      
Total debt principal 53,484,000 58,498,000  
Third Lien Credit Agreement [Member]      
Long-term debt:      
Total debt principal $ 26,869,000 $ 25,956,000 $ 20,000,000
v3.23.1
Long-Term Debt and Financing Arrangements - Additional Information (Detail) - USD ($)
$ in Thousands
 3 Months Ended 12 Months Ended 20 Months Ended
May 25, 2023
Feb. 17, 2023
Dec. 22, 2022
Sep. 30, 2022
Sep. 07, 2021
Jun. 07, 2020
Apr. 29, 2023
Dec. 28, 2022
Jan. 28, 2023
Apr. 29, 2023
Aug. 21, 2018
Debt Instrument [Line Items]                      
Repayment of borrowings             $ 1,713        
Total long-term debt principal             $ 108,018   $ 113,832 $ 108,018  
Variable rate percentage           0.00%          
2018 Revolving Credit Facility [Member] | Vince, LLC [Member]                      
Debt Instrument [Line Items]                      
Financing costs incurred       $ 708              
2018 Revolving Credit Facility [Member] | Vince, LLC [Member] | Pro Forma [Member]                      
Debt Instrument [Line Items]                      
Percentage of excess availability greater than loan                     20.00%
Pro forma excess availability                     $ 10,000
Term Loan Credit Facility [Member]                      
Debt Instrument [Line Items]                      
Total long-term debt principal         $ 35,000            
Debt instrument, maturity date         Sep. 07, 2026            
Debt instrument, maturity date description             The Term Loan Credit Facility matures on the earlier of September 7, 2026 and 91 days after the maturity date of the 2018 Revolving Credit Facility        
Term Loan Credit Facility [Member] | Subsequent Event [Member]                      
Debt Instrument [Line Items]                      
Repayment of borrowings $ 28,724                    
Prepayment penalty $ 553                    
Term Loan Credit Facility [Member] | Vince, LLC [Member]                      
Debt Instrument [Line Items]                      
Repayment of borrowings                   $ 7,335  
Payments of principal balance         $ 875            
Credit facility, interest rate description             Interest is payable on loans under the Term Loan Credit Facility at a rate equal to the 90-day LIBOR rate, or an alternate applicable reference rate in the event LIBOR is no longer available, subject, in either case, to a 1.0% floor, plus 7.0%. During the continuance of certain specified events of default, interest will accrue on the overdue amount of any loan at a rate of 2.0% in excess of the rate otherwise applicable to such amount.        
Debt instrument, accrued interest rate, percentage         1.00%            
Variable rate percentage         7.00%            
Additional potential liquidity               $ 5,000      
Term lenders fees payable under agreement       600              
Additional term lender fee payable if full amount not paid by specified date       850              
Financing costs incurred       1,525              
Deferred debt issuance costs       $ 1,450              
Debt instrument, requirement to maintain minimum availability under facility as percentage of commitments         10.00%            
Debt instrument, requirement to maintain minimum availability under facility as commitments         $ 9,500            
Term Loan Credit Facility [Member] | Vince, LLC [Member] | Pro Forma [Member]                      
Debt Instrument [Line Items]                      
Percentage of excess availability greater than loan         25.00%            
Pro forma excess availability         $ 15,000            
Term Loan Credit Facility [Member] | Vince, LLC [Member] | Selling, General and Administrative Expenses [Member]                      
Debt Instrument [Line Items]                      
Financing costs incurred                 $ 75    
Term Loan Credit Facility [Member] | Vince, LLC [Member] | Interest Rate on Overdue Loan Amount [Member]                      
Debt Instrument [Line Items]                      
Variable rate percentage         2.00%            
Term Loan Credit Facility [Member] | Rebecca Taylor and Parker [Member]                      
Debt Instrument [Line Items]                      
Required prepayment percentage of net cash proceeds from sale of intellectual property       100.00%              
Term Loan Credit Facility [Member] | Rebecca Taylor Inc [Member]                      
Debt Instrument [Line Items]                      
Repayment of borrowings     $ 2,997                
Term Loan Credit Facility [Member] | Parker Lifestyle, LLC [Member]                      
Debt Instrument [Line Items]                      
Repayment of borrowings   $ 838                  
v3.23.1
Long-Term Debt and Financing Arrangements - Additional Information 1 (Detail)
 3 Months Ended
Apr. 21, 2023
USD ($)
Jan. 31, 2023
USD ($)
Sep. 30, 2022
USD ($)
Sep. 07, 2021
USD ($)
Dec. 11, 2020
USD ($)
Jun. 08, 2020
USD ($)
Jun. 07, 2020
Nov. 04, 2019
USD ($)
Aug. 21, 2018
USD ($)
Dec. 28, 2022
USD ($)
Dec. 31, 2023
USD ($)
Sep. 30, 2023
USD ($)
Jul. 31, 2023
USD ($)
Jun. 30, 2023
USD ($)
Apr. 29, 2023
USD ($)
Jan. 29, 2022
Oct. 30, 2021
Line Of Credit Facility [Line Items]                                  
Variable rate percentage             0.00%                    
ABL Credit Agreement [Member]                                  
Line Of Credit Facility [Line Items]                                  
Credit spread adjustment percentage. 0.10%                                
Minimum excess avilability covenant $ 15,000                                
Debt instrument, maturity date Jun. 30, 2024                                
Forecast [Member] | ABL Credit Agreement [Member]                                  
Line Of Credit Facility [Line Items]                                  
Credit commitments                     $ 25,000 $ 55,000 $ 60,000 $ 65,000      
Amount outstanding under the credit facility                     $ 25,000 $ 55,000 $ 60,000 $ 65,000      
2018 Revolving Credit Facility [Member]                                  
Line Of Credit Facility [Line Items]                                  
Credit commitments                             $ 53,484,000    
Amount available under the Revolving Credit Facility                             20,399,000    
Amount outstanding under the credit facility                             53,484,000    
Letters of credit amount outstanding                             $ 5,104,000    
Weighted average interest rate for borrowings outstanding                             6.60%    
Third Revolver Amendment [Member]                                  
Line Of Credit Facility [Line Items]                                  
Increased aggregate commitments amount           $ 110,000,000                      
Variable rate percentage           1.00%                      
Consolidated fixed charge coverage ratio           1.0                      
Maximum percentage of EBITDA           22.50%                     27.50%
Increase in applicable margin rate           0.75%                      
Amount requirement to pay down to extent cash on hand           $ 5,000,000                      
Cash on hand           5,000,000                      
Secured debt           8,000,000                      
Third Revolver Amendment [Member] | Between September 6, 2020 and January 9, 2021 [Member]                                  
Line Of Credit Facility [Line Items]                                  
Maximum excess available under facility           10,000,000                      
Third Revolver Amendment [Member] | Between January 10, 2021 and January 31, 2021 [Member]                                  
Line Of Credit Facility [Line Items]                                  
Maximum excess available under facility           12,500,000                      
Third Revolver Amendment [Member] | All Other Times During Extended Accommodation Period [Member]                                  
Line Of Credit Facility [Line Items]                                  
Maximum excess available under facility           $ 15,000,000                      
Fifth Amendment to 2018 Revolving Credit Facility [Member]                                  
Line Of Credit Facility [Line Items]                                  
Consolidated fixed charge coverage ratio         1.0                        
Increase in applicable margin rate         0.75%                        
Maximum percentage of EBITDA                               27.50% 22.50%
Cash dominion trigger amount through end of extended accommodation period         $ 15,000,000                        
Percentage of loan cap begins after end of extended accommodation period         12.50%                        
Maximum loan cap amount begins after end of extended accommodation period         $ 5,000,000                        
Fifth Amendment to 2018 Revolving Credit Facility [Member] | Financial Advisor [Member]                                  
Line Of Credit Facility [Line Items]                                  
Excess availability of loan cap percentage         25.00%                        
Fifth Amendment to 2018 Revolving Credit Facility [Member] | Through End of Accommodation Period [Member]                                  
Line Of Credit Facility [Line Items]                                  
Maximum excess available under facility         $ 7,500,000                        
Fifth Amendment to 2018 Revolving Credit Facility [Member] | August 1, 2020 Through End of Extended Accommodation Period [Member]                                  
Line Of Credit Facility [Line Items]                                  
Maximum excess available under facility         $ 10,000,000                        
SOFR Loans [Member] | ABL Credit Agreement [Member]                                  
Line Of Credit Facility [Line Items]                                  
Increase in applicable margin rate 2.75%                                
Base Rate Loans [Member] | ABL Credit Agreement [Member]                                  
Line Of Credit Facility [Line Items]                                  
Increase in applicable margin rate 1.75%                                
Asset Sale Closing Date [Member] | ABL Credit Agreement [Member]                                  
Line Of Credit Facility [Line Items]                                  
Credit commitments $ 70,000                                
Amount outstanding under the credit facility $ 70,000                                
Vince, LLC [Member] | 2018 Revolving Credit Facility [Member]                                  
Line Of Credit Facility [Line Items]                                  
Maximum borrowing capacity                 $ 80,000,000                
Line of credit facility percentage increase in interest rate in case of default                 2.00%                
Financing costs incurred     $ 708,000                            
Percentage of loan less than excess availability                 10.00%                
Consolidated fixed charge coverage ratio                 1.0                
Vince, LLC [Member] | 2018 Revolving Credit Facility [Member] | Excess Availability Greater than 25.0% [Member]                                  
Line Of Credit Facility [Line Items]                                  
Percentage of excess availability greater than loan                 25.00%                
Pro forma excess availability                 $ 12,500,000                
Vince, LLC [Member] | 2018 Revolving Credit Facility [Member] | Pro Forma [Member]                                  
Line Of Credit Facility [Line Items]                                  
Percentage of excess availability greater than loan                 20.00%                
Pro forma excess availability                 $ 10,000,000                
Vince, LLC [Member] | 2018 Revolving Credit Facility [Member] | Federal Funds Rate [Member]                                  
Line Of Credit Facility [Line Items]                                  
Variable rate percentage                 0.50%                
Vince, LLC [Member] | 2018 Revolving Credit Facility [Member] | LIBOR [Member]                                  
Line Of Credit Facility [Line Items]                                  
Variable rate percentage                 1.00%                
Vince, LLC [Member] | 2018 Revolving Credit Facility [Member] | Maximum [Member]                                  
Line Of Credit Facility [Line Items]                                  
Letters of credit sublimit amount                 $ 25,000,000                
Increased aggregate commitments amount                 $ 20,000,000                
Vince, LLC [Member] | Second Amendment to 2018 Revolving Credit Facility [Member] | Maximum [Member]                                  
Line Of Credit Facility [Line Items]                                  
Total (new) commitments amount               $ 100,000,000                  
Vince, LLC [Member] | Second Amendment to 2018 Revolving Credit Facility [Member] | Minimum [Member]                                  
Line Of Credit Facility [Line Items]                                  
Increased aggregate commitments amount               $ 20,000,000                  
Vince, LLC [Member] | Amended and Restated Revolving Credit Facility Agreement [Member]                                  
Line Of Credit Facility [Line Items]                                  
ABL lenders fees payable     $ 375,000                            
Additional Abl lender fee paid   $ 125,000                              
Additional potential liquidity                   $ 5,000,000              
Debt instrument, maturity date description       extended the maturity of the 2018 Revolving Credit Facility to the earlier of June 8, 2026 and 91 days prior to the maturity of the Term Loan Credit Facility                          
Debt instrument, maturity date       Jun. 08, 2026                          
Debt instrument percentage by which applicable margins are lowered       0.75%                          
Debt instrument, requirement to maintain minimum availability under facility as commitments       $ 9,500,000                          
Debt instrument, requirement to maintain minimum availability under facility as percentage of commitments       10.00%                          
Vince, LLC [Member] | Amended and Restated Revolving Credit Facility Agreement [Member] | Pro Forma [Member]                                  
Line Of Credit Facility [Line Items]                                  
Cash dominion trigger event, percentage of excess availability greater than loan       12.50%                          
Cash dominion trigger event excess availability       $ 11,000,000                          
v3.23.1
Long-Term Debt and Financing Arrangements - Additional Information 2 (Detail) - USD ($)
$ in Thousands
 3 Months Ended
Apr. 21, 2023
Sep. 07, 2021
Sep. 07, 2021
Dec. 11, 2020
Jun. 07, 2020
Apr. 29, 2023
Jan. 28, 2023
Debt Instrument [Line Items]              
Total long-term debt principal           $ 108,018 $ 113,832
Variable rate percentage         0.00%    
Payment for revolving credit facility           1,713  
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] | LIBOR [Member]              
Debt Instrument [Line Items]              
Debt instrument, accrued interest rate, percentage       1.00%      
Third Lien Credit Agreement [Member] | Minimum [Member] | Interest Rate on Overdue Principal Amount [Member]              
Debt Instrument [Line Items]              
Variable rate percentage       2.00%      
Third Lien Credit Agreement [Member] | Sun Capital Partners Inc [Member]              
Debt Instrument [Line Items]              
Aggregate ownership of equity securities           69.00%  
Third Lien First Amendment [Member]              
Debt Instrument [Line Items]              
Debt instrument, maturity date description   Third Lien Credit Facility which amended its terms to extend its maturity to March 6, 2027, revised the interest rate to remove the tiered applicable margins so that the rate is now equal to the 90-day LIBOR rate, or an alternate applicable reference rate in the event LIBOR is no longer available, plus 9.0% at all times, and to reflect the applicable terms of the Term Loan Credit Facility as well as the A&R Revolving Credit Facility Agreement          
Debt instrument, maturity date     Mar. 06, 2027        
Third Lien First Amendment [Member] | LIBOR [Member]              
Debt Instrument [Line Items]              
Variable rate percentage     9.00%        
Third Amendment to Third Lien Credit Agreement [Member]              
Debt Instrument [Line Items]              
Debt instrument, maturity date description           amend the Third Lien Credit Agreement's maturity date to the earlier of (i) March 30, 2025 and (ii) 180 days after the maturity date under the ABL Credit Agreement  
Debt instrument, maturity date Mar. 30, 2025            
Credit spread adjustment percentage. 0.10%            
v3.23.1
Inventory - Additional Information (Detail) - USD ($)
$ in Thousands
Apr. 29, 2023
Jan. 28, 2023
Inventory Disclosure [Abstract]    
Finished goods, net of reserves $ 80,036 $ 90,008
v3.23.1
Share-Based Compensation - Additional Information (Detail) - USD ($)
 1 Months Ended 3 Months Ended
Sep. 30, 2020
May 31, 2018
Apr. 29, 2023
Apr. 30, 2022
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share-based compensation expense     $ 420,000 $ 609,000
Non-employees [Member]        
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]        
Share-based compensation expense     $ 54,000 $ 126,000
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%  
Maximum contribution per employee     $ 10,000  
Percentage of fair market value as purchase price of stock     90.00%  
Shares of common stock issued     1,885 2,663
Shares available for future issuance     58,690  
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  
Number of shares available for future grants     887,988  
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  
v3.23.1
Share-Based Compensation - Summary of Stock Option Activity (Detail) - $ / shares
 3 Months Ended 12 Months Ended
Apr. 29, 2023
Jan. 28, 2023
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 April 29, 2023 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 April 29, 2023 $ 38.77  
Weighted Average Remaining Contractual Term (years), Outstanding 2 years 4 months 24 days 2 years 8 months 12 days
Weighted Average Remaining Contractual Term (years), Vested and exercisable at April 29, 2023 2 years 4 months 24 days  
v3.23.1
Share-Based Compensation - Schedule of Restricted Stock Units Activity (Detail) - Restricted Stock Units (RSUs) [Member]
 3 Months Ended
Apr. 29, 2023
$ / shares
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Restricted Stock Units, Non-vested restricted stock units at January 28, 2023 | shares 550,293
Restricted Stock Units, Granted | shares 13,553
Restricted Stock Units, Vested | shares (34,983)
Restricted Stock Units, Forfeited | shares (16,765)
Restricted Stock Units, Non-vested restricted stock units at April 29, 2023 | shares 512,098
Weighted Average Grant Date Fair Value, Non-vested restricted stock units at January 28, 2023 | $ / shares $ 9.44
Weighted Average Grant Date Fair Value, Granted | $ / shares 7.40
Weighted Average Grant Date Fair Value, Vested | $ / shares 11.92
Weighted Average Grant Date Fair Value, Forfeited | $ / shares 9.49
Weighted Average Grant Date Fair Value, Non-vested restricted stock units at April 29, 2023 | $ / shares $ 9.21
v3.23.1
Stockholders' Equity - Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended
Apr. 29, 2023
Apr. 30, 2022
Jan. 28, 2023
Sep. 09, 2021
Schedule Of Shareholders Equity [Line Items]        
Common stock, shares authorized 100,000,000   100,000,000  
Common stock, par value $ 0.01   $ 0.01  
Stock issued during period, shares 0      
Proceeds from common stock issuance   $ 305    
Registration Statement [Member]        
Schedule Of Shareholders Equity [Line Items]        
Authorized common stock shares available for sale from time to time in one or more offerings       3,000,000
At-the-Market Offering [Member]        
Schedule Of Shareholders Equity [Line Items]        
Common stock, shares authorized       1,000,000
Common stock, par value       $ 0.01
Stock issued during period, shares   36,874    
Proceeds from common stock issuance   $ 305    
Sale of stock average price per share   $ 8.27    
Remaining shares available under open market sales agreement 877,886      
v3.23.1
Earnings (Loss) Per Share - Schedule of Reconciliation of Weighted Average Basic Shares to Weighted Average Diluted Shares Outstanding (Detail) - shares
 3 Months Ended
Apr. 29, 2023
Apr. 30, 2022
Earnings Per Share [Abstract]    
Weighted-average shares—basic 12,342,355 12,030,826
Weighted-average shares—diluted 12,342,355 12,030,826
v3.23.1
Income Taxes - Additional Information (Detail) - USD ($)
$ in Thousands
 3 Months Ended
Apr. 29, 2023
Apr. 30, 2022
Income Tax Disclosure [Abstract]    
Effective tax rate   0.00%
Benefit for income taxes $ (5,285)  
Discrete tax impact from change in classification of tradename 6,127  
Tax expense excluding discrete tax impact $ 842  
v3.23.1
Leases - Additional Information (Detail) - USD ($)
$ in Thousands
 3 Months Ended
Apr. 29, 2023
Apr. 30, 2022
Lessee Lease Description [Line Items]    
Initial terms of operating leases 10 years  
Option to extend, description, operating leases The Company has operating leases for real estate (primarily retail stores, storage and office spaces) some of which have initial terms of 10 years, and in many instances can be extended for an additional term, while the Company's more recent leases are subject to shorter terms as a result of the implementation of the strategy to pursue shorter lease terms.  
Option to extend, existence, operating leases true  
Future minimum payment lease not yet commenced $ 12,427  
Operating lease cost 3,797 $ 6,320
Error Correction [Member] | SG&A Expenses [Member]    
Lessee Lease Description [Line Items]    
Operating lease cost $ 779  
v3.23.1
Leases - Summary of Lease Cost (Detail) - USD ($)
$ in Thousands
 3 Months Ended
Apr. 29, 2023
Apr. 30, 2022
Leases [Abstract]    
Operating lease cost $ 3,797 $ 6,320
Variable operating lease cost 28 234
Total lease cost $ 3,825 $ 6,554
v3.23.1
Leases - Summary of Future Maturity of Lease Liabilities (Detail)
$ in Thousands
Apr. 29, 2023
USD ($)
Leases [Abstract]  
Fiscal 2023 $ 18,912
Fiscal 2024 21,990
Fiscal 2025 15,349
Fiscal 2026 11,698
Fiscal 2027 8,985
Thereafter 28,534
Total lease payments 105,468
Less: Imputed interest (19,070)
Total operating lease liabilities $ 86,398
v3.23.1
Segment Financial Information - Additional Information (Detail)
 3 Months Ended
Apr. 29, 2023
Segments
Segment Reporting [Abstract]  
Number of reportable segments 3
v3.23.1
Segment Financial Information - Summary of Reportable Segments Information (Detail) - USD ($)
$ in Thousands
 3 Months Ended
Apr. 29, 2023
Apr. 30, 2022
Jan. 28, 2023
Segment Reporting Information [Line Items]      
Net Sales $ 64,056 $ 78,376  
Income (loss) before income taxes (5,666) (7,169)  
Total Assets 284,094   $ 303,345
Operating Segments [Member] | Vince Wholesale [Member]      
Segment Reporting Information [Line Items]      
Net Sales 32,467 33,464  
Income (loss) before income taxes 8,571 10,163  
Total Assets 66,116   83,134
Operating Segments [Member] | Vince Direct-to-Consumer [Member]      
Segment Reporting Information [Line Items]      
Net Sales 31,508 34,782  
Income (loss) before income taxes 1,101 (802)  
Total Assets 94,083   95,499
Operating Segments [Member] | Rebecca Taylor and Parker [Member]      
Segment Reporting Information [Line Items]      
Net Sales 81 10,130  
Income (loss) before income taxes 1,192 (1,484)  
Total Assets 23   981
Unallocated Corporate [Member]      
Segment Reporting Information [Line Items]      
Income (loss) before income taxes (16,530) $ (15,046)  
Total Assets $ 123,872   $ 123,731
v3.23.1
Segment Financial Information - Summary of Reportable Segments Information (Parenthetical) (Detail) - USD ($)
$ in Thousands
 3 Months Ended
Feb. 17, 2023
Apr. 29, 2023
Apr. 30, 2022
May 25, 2023
Segment Reporting Information [Line Items]        
Net sales   $ 64,056 $ 78,376  
Gain on sale of goodwill and other intangible assets   765    
Transaction related expenses asset sale   2,741   $ 6,000
Unallocated Corporate [Member]        
Segment Reporting Information [Line Items]        
Transaction related expenses asset sale   2,741    
Parker Lifestyle, LLC [Member]        
Segment Reporting Information [Line Items]        
Gain on sale of goodwill and other intangible assets $ 765      
Rebecca Taylor and Parker Wholesale [Member]        
Segment Reporting Information [Line Items]        
Net sales   $ 81 4,874  
Rebecca Taylor and Parker Direct-to-Consumer [Member]        
Segment Reporting Information [Line Items]        
Net sales     $ 5,256  
Rebecca Taylor and Parker [Member] | Tradenames [Member] | Parker Lifestyle, LLC [Member]        
Segment Reporting Information [Line Items]        
Gain on sale of goodwill and other intangible assets 765      
Transaction related expenses asset sale 150      
Rebecca Taylor Inc [Member] | Wind-down [Member]        
Segment Reporting Information [Line Items]        
Benefit from release of operating lease liabilities $ 624      
v3.23.1
Related Party Transactions - Additional Information (Detail) - USD ($)
 3 Months Ended
Jun. 07, 2020
Nov. 27, 2013
Apr. 29, 2023
Apr. 30, 2022
Jan. 28, 2023
Dec. 11, 2020
Related Party Transaction [Line Items]            
Maximum borrowing capacity     $ 108,018,000   $ 113,832,000  
Agreed basis spread on variable rate per annum on deferred payment 0.00%          
Pre-IPO Stockholders [Member] | Tax Receivable Agreement [Member]            
Related Party Transaction [Line Items]            
Aggregate reduction in taxes payable percentage   85.00%        
Total estimated obligation under Tax Receivable Agreement     $ 0      
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%      
Third Lien Credit Agreement [Member]            
Related Party Transaction [Line Items]            
Maximum borrowing capacity     $ 26,869,000   $ 25,956,000 $ 20,000,000
Sun Capital [Member] | Third Lien Credit Agreement [Member]            
Related Party Transaction [Line Items]            
Ownership percentage of common stock     69.00%      
Sun Capital Consulting Agreement [Member]            
Related Party Transaction [Line Items]            
Date of related party transaction agreement     Nov. 27, 2013      
Reimbursement of expenses incurred     $ 3,000 $ 8,000    
v3.23.1
Subsequent Events - Additional Information (Details) - USD ($)
$ in Thousands
 3 Months Ended 20 Months Ended
May 25, 2023
Apr. 29, 2023
Apr. 29, 2023
Apr. 21, 2023
Subsequent Event [Line Items]        
Transaction related expenses asset sale $ 6,000 $ 2,741 $ 2,741  
Payment for revolving credit facility   $ 1,713    
Term Loan Credit Facility [Member] | Subsequent Event [Member]        
Subsequent Event [Line Items]        
Payment for revolving credit facility 28,724      
Prepayment penalty 553      
Additional term lender fee paid 850      
Vince [Member] | Minimum [Member] | Subsequent Event [Member]        
Subsequent Event [Line Items]        
Royalty Expense 11,000      
Vince [Member] | Term Loan Credit Facility [Member]        
Subsequent Event [Line Items]        
Payment for revolving credit facility     $ 7,335  
Vince [Member] | ABG Viking Llc [Member]        
Subsequent Event [Line Items]        
Percentage of membership interest to be owned upon closing of asset sale       25.00%
Vince [Member] | Authentic Transaction [Member]        
Subsequent Event [Line Items]        
Cash consideration to be received upon closing of asset sale       $ 76,500
Vince [Member] | Authentic Transaction [Member] | Subsequent Event [Member]        
Subsequent Event [Line Items]        
Gross proceeds in cash $ 76,500