Consolidated Balance Sheets (Parenthetical) - $ / shares |
Jan. 28, 2023 |
Jan. 29, 2022 |
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Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 12,335,405 | 11,986,127 |
Common stock, shares outstanding | 12,335,405 | 11,986,127 |
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands |
12 Months Ended | |
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Jan. 28, 2023 |
Jan. 29, 2022 |
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Income Statement [Abstract] | ||
Net sales | $ 357,442 | $ 322,683 |
Cost of products sold | 219,472 | 176,113 |
Gross profit | 137,970 | 146,570 |
Impairment of intangible assets | 1,700 | |
Impairment of long-lived assets | 1,880 | |
Gain on sale of intangible assets | (1,620) | |
Selling, general and administrative expenses | 161,432 | 146,087 |
(Loss) income from operations | (25,422) | 483 |
Interest expense, net | 9,887 | 8,606 |
Loss before income taxes | (35,309) | (8,123) |
Provision for income taxes | 3,037 | 4,581 |
Net loss | (38,346) | (12,704) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | 41 | 6 |
Comprehensive loss | $ (38,305) | $ (12,698) |
Loss per share: | ||
Basic loss per share | $ (3.14) | $ (1.07) |
Diluted loss per share | $ (3.14) | $ (1.07) |
Weighted average shares outstanding: | ||
Basic | 12,223,004 | 11,902,307 |
Diluted | 12,223,004 | 11,902,307 |
Description of Business and Summary of Significant Accounting Policies |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jan. 28, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of Business and Summary of Significant Accounting Policies | Note 1. Description of Business and Summary of Significant Accounting Policies (A) Description of Business: The Company is a global contemporary group, and during fiscal 2022 and fiscal 2021 it consisted of three brands: Vince, Rebecca Taylor, and Parker. Vince, established in 2002, is a leading global luxury apparel and accessories brand best known for creating elevated yet understated pieces for every day effortless style. Rebecca Taylor, founded in 1996 in New York City, is a contemporary womenswear line lauded for its signature prints, romantic detailing and vintage inspired aesthetic, reimagined for a modern era. Parker, founded in 2008 in New York City, is a contemporary women's fashion brand that is trend focused. During the first half of fiscal 2020 the Company decided to pause the creation of new products for the Parker brand to focus resources on the operations of the Vince and Rebecca Taylor brands. On September 12, 2022, the Company announced its decision to wind down the Rebecca Taylor business. On December 22, 2022, the Company's indirectly wholly owned subsidiary, Rebecca Taylor, Inc., completed the sale of its intellectual property and certain related ancillary assets to RT IPCO, LLC, an affiliate of Ramani Group. See Note 2 "Wind Down of Rebecca Taylor Business" for further details. 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 15 "Subsequent Events" for additional information. 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 a 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 Cash Consideration generated by the Asset Sale (as defined below) is expected to be 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). The Company expects to close the Asset Sale in May 2023. 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 will be effective upon the closing of the Asset Sale. See Note 15 "Subsequent Events" for additional information. The Company reaches its customers through a variety of channels, specifically through major wholesale department stores and specialty stores in the United States ("U.S.") and select international markets, as well as through the Company's branded retail locations and the Company's websites. The Company designs products in the U.S. and sources the vast majority of products from contract manufacturers outside the U.S., primarily in Asia. Products are manufactured to meet the Company's product specifications and labor standards. (B) Basis of Presentation: The accompanying consolidated financial statements have been prepared in conformity with U.S. Generally Accepted Accounting Principles ("GAAP") and the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). The consolidated financial statements include the Company's accounts and the accounts of the Company's wholly-owned subsidiaries as of January 28, 2023. All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the financial statements contain all adjustments (consisting solely of normal recurring adjustments) and disclosures necessary for a fair presentation. (C) Fiscal Year: The Company operates on a fiscal calendar widely used by the retail industry that results in a given fiscal year consisting of a 52 or 53-week period ending on the Saturday closest to January 31. • References to "fiscal year 2022" or "fiscal 2022" refer to the fiscal year ended January 28, 2023; and • References to "fiscal year 2021" or "fiscal 2021" refer to the fiscal year ended January 29, 2022. Fiscal years 2022 and 2021 consisted of a 52-week period. (D) Sources and Uses of Liquidity: The Company's sources of liquidity are cash and cash equivalents, cash flows from operations, if any, borrowings available under the 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 9 "Stockholders' Equity" for further information). The Company's primary cash needs are funding working capital requirements, meeting debt service requirements and capital expenditures for new stores and related leasehold improvements. The most significant components of the Company's working capital are cash and cash equivalents, accounts receivable, inventories, accounts payable and other current liabilities. Our recent financial results have been, and our future financial results may be, subject to substantial fluctuations, and may be impacted by business conditions and macroeconomic factors as discussed below. While these potential fluctuations of our results introduce inherent uncertainty in our projections of liquidity, based on our current expectations, during the next twelve months from the date these financial statements are issued, we expect to maintain Excess Availability (as defined in the Revolving Credit Facility Agreement) minimally above the required threshold to meet our monthly Excess Availability covenant under our credit facilities and believe that our other sources of liquidity will generate sufficient cash flows to meet our operating obligations during this twelve month period. The foregoing expectation is dependent on a number of factors, including, among others, our ability to generate sufficient cash flow from operations, our ongoing ability to manage our operating obligations, the results of any future inventory valuations and potential borrowing restrictions imposed by our lenders based on their credit judgment, which could materially and negatively impact our borrowing capacity, the wind down of the Rebecca Taylor business, as well as macroeconomic factors such as the rising costs and inflationary impacts on our customers, residual effect of the COVID-19 pandemic and the armed conflict between Ukraine and Russia. Any material negative impact from these factors or others could require us to implement alternative plans to satisfy our liquidity needs which may be unsuccessful. In the event that we are unable to timely service our debt, meet other contractual payment obligations or fund our other liquidity needs, we may need to refinance all or a portion of our indebtedness before maturity, seek waivers of or amendments to our contractual obligations for payment, reduce or delay scheduled expansions and capital expenditures, liquidate inventory through additional discounting, sell material assets or operations or seek other financing opportunities. Upon closing of the Authentic Transaction, and the consummation of the amendments in the Second Amendment to ABL Credit Agreement, as discussed above, the Company expects to strengthen its overall liquidity position and increase its working capital by prepaying in full the outstanding borrowings under Vince, LLC's Term Loan Credit Facility and to repay a portion of the outstanding borrowings under Vince, LLC's 2018 Revolving Credit Facility. (E) COVID-19: The spread of the coronavirus ("COVID-19"), which was declared a pandemic by the World Health Organization in March 2020, remains highly volatile and continues to evolve. In response, we implemented various measures to effectively manage our business as well as the impacts from the COVID-19 pandemic, including (i) serving our customers through our online e-commerce websites during the periods in which we were forced to shut down retail locations or operate with reduced shopping hours, alongside other retailers, including our wholesale partners, in accordance with state and local regulations related to the COVID-19 pandemic; (ii) engaging with our lenders to provide additional liquidity and increased operational flexibility; (iii) temporarily reducing retained employee salaries and suspending board retainer fees; (iv) engaging with our landlords to address the operating environment throughout the COVID-19 pandemic, including amending existing lease terms; and (v) streamlining our expense structure and carefully managing operational initiatives to align with the business environment and sales opportunities. The unpredictable nature of the COVID-19 pandemic could negatively affect the outcome of the measures intended to address its impact and/or our current expectations of our future business performance. (F) Use of Estimates: The preparation of consolidated financial statements in conformity with GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements which affect revenues and expenses during the period reported. Estimates are adjusted when necessary to reflect actual experience. Significant estimates and assumptions may affect many items in the financial statements. Actual results could differ from estimates and assumptions in amounts that may be material to the consolidated financial statements. (G) Cash and cash equivalents: All demand deposits and highly liquid short-term deposits with original maturities of three months or less are considered cash equivalents. (H) Accounts Receivable and Concentration of Credit Risk: The Company maintains an allowance for accounts receivable estimated to be uncollectible. The provision for bad debts is included in Selling, general and administrative ("SG&A") expense. Substantially all of the Company's trade receivables are derived from sales to retailers and are recorded at the invoiced amount and do not bear interest. The Company performs ongoing credit evaluations of its wholesale partners' financial condition and requires collateral as deemed necessary. The past due status of a receivable is based on its contractual terms. Account balances are charged off against the allowance when it is probable the receivable will not be collected. Accounts receivable are recorded net of allowances including expected future chargebacks from wholesale partners and estimated margin support. It is the nature of the apparel and fashion industry that suppliers similar to the Company face significant pressure from customers in the retail industry to provide allowances to compensate for wholesale partner margin shortfalls. This pressure often takes the form of customers requiring the Company to provide price concessions on prior shipments as a prerequisite for obtaining future orders. Pressure for these concessions is largely determined by overall retail sales performance and, more specifically, the performance of the Company's products at retail. To the extent the Company's wholesale partners have more of the Company's goods on hand at the end of the season, there will be greater pressure for the Company to grant markdown concessions on prior shipments. Accounts receivable balances are reported net of expected allowances for these matters based on the historical level of concessions required and estimates of the level of markdowns and allowances that will be required in the coming season. The Company evaluates the allowance balances on a continual basis and adjusts them as necessary to reflect changes in anticipated allowance activity. The Company also provides an allowance for sales returns based on known trends and historical return rates. In fiscal 2022, sales to one wholesale partner accounted for more than ten percent of the Company's net sales. These sales represented 16% of fiscal 2022 net sales. In fiscal 2021, sales to one wholesale partner accounted for more than ten percent of the Company's net sales. These sales represented 20% of fiscal 2021 net sales. One wholesale partner represented greater than ten percent of the Company's gross accounts receivable balance as of January 28, 2023, with a corresponding aggregate total of 39% of such balance. Three wholesale partners each represented greater than ten percent of the Company's gross accounts receivable balance as of January 29, 2022, with a corresponding aggregate total of 63% of such balance. (I) Inventories: Inventories are stated at the lower of cost or net realizable value. Cost is determined on the first-in, first-out basis. The cost of inventory includes purchase cost as well as sourcing, transportation, duty, and other processing costs associated with acquiring, importing, and preparing inventory for sale. Inventory costs are included in cost of products sold at the time of their sale. Product development costs are expensed in SG&A expense when incurred. Inventory values are reduced to net realizable value when there are factors indicating that certain inventories will not be sold on terms sufficient to recover their cost. Inventories consisted of finished goods. As of January 28, 2023 and January 29, 2022 finished goods, net of reserves were $90,008 and $78,564, respectively. The Company has two major suppliers that accounted for approximately 38% of inventory purchases for fiscal 2022. Amounts due to these suppliers were $7,097 and were included in Accounts payable in the Consolidated Balance Sheet as of January 28, 2023. The Company has two major suppliers that accounted for approximately 42% of inventory purchases for fiscal 2021. Amounts due to these suppliers were $2,677 and were included in Accounts payable in the Consolidated Balance Sheet as of January 29, 2022. (J) Property and Equipment: Property and equipment are stated at cost. Depreciation is computed on the straight-line method over estimated useful lives of to ten years for furniture, fixtures, and equipment. Leasehold improvements are depreciated on the straight-line basis over the shorter of their estimated useful lives or the lease term, excluding renewal terms. Capitalized software is depreciated on the straight-line basis over the estimated economic useful life of the software, generally to seven years. Maintenance and repair costs are charged to earnings while expenditures for major renewals and improvements are capitalized. Upon the disposition of property and equipment, the accumulated depreciation is deducted from the original cost and any gain or loss is reflected in current earnings. Property and equipment consisted of the following:
Depreciation expense was $7,104 and $5,644 for fiscal 2022 and fiscal 2021, respectively. (K) Impairment of Long-lived Assets: The Company reviews long-lived assets which consist of property and equipment, operating lease assets and intangible assets with a finite life for impairment when the existence of facts and circumstances indicate that the useful life is shorter than previously estimated or that the carrying amount of the asset groups to which these assets relate may not be recoverable. The asset group is defined as the lowest level for which identifiable cash flows are available and largely independent of the cash flows of other groups of assets, which for our retail stores is at the store level. Recoverability of these assets is evaluated by comparing the carrying value of the asset group with its estimated future undiscounted cash flows. The recoverability assessment is dependent on a number of factors, including estimates of future growth and profitability, as well as other variables. If the comparisons indicate that the value of the asset is not recoverable, an impairment loss is calculated as the difference between the carrying value and the fair value of the assets within the asset group and the loss is recognized during that period. The fair value of the operating lease right-of-use assets is determined from the perspective of a market participant considering various factors. The judgments and assumptions used in determining the fair value of the operating lease right-of-use assets were the current comparable market rents for similar properties and a store discount rate. The fair value of the property and equipment was based on its estimated liquidation value. The estimates regarding recoverability and fair value can be affected by factors such as future store results, real estate demand, store closure plans, and economic conditions that can be difficult to predict. During fiscal 2022, the Company recorded non-cash asset impairment charges of $1,880, within Impairment of long-lived assets on the Consolidated Statements of Operations and Comprehensive Income (Loss), related to the impairment of property and equipment for certain Vince and Rebecca Taylor retail locations as the carrying values were determined not to be recoverable. The carrying amounts of these assets were adjusted to their estimated fair values. (L) Goodwill and Other Intangible Assets: Goodwill and other indefinite-lived intangible assets are tested for impairment at least annually and in an interim period if a triggering event occurs. As discussed in further detail below, the Company determined that a triggering event occurred in the Rebecca Taylor and Parker segment during the second quarter of fiscal 2022. Goodwill is not allocated to the Company's operating segments in the measure of segment assets regularly reported to and used by management, however goodwill is allocated to operating segments (goodwill reporting units) for the purpose of the annual impairment test for goodwill. Goodwill represents the excess of the cost of acquired businesses over the fair market value of the identifiable net assets. As of January 28, 2023, the indefinite-lived intangible asset is the Vince tradename. On September 12, 2022, the Company announced its decision to wind down the Rebecca Taylor business. Therefore, the Company determined that the indefinite life classification was no longer appropriate for the Rebecca Taylor tradename and began amortizing the Rebecca Taylor tradename in the third quarter of fiscal 2022. Amortization of the Rebecca Taylor tradename ceased upon classification as held for sale in the third quarter of fiscal 2022. On December 22, 2022, the Company completed the sale of the Rebecca Taylor tradename and certain related ancillary assets to RT IPCO, LLC, an affiliate of Ramani Group. See Note 2 "Wind Down of Rebecca Taylor Business" for further information. Additionally, during the third quarter of fiscal 2022, the Parker tradename was classified as held for sale and amortization ceased. As of January 28, 2023, Assets held for sale on the Consolidated Balance Sheets represents $260 related to the Parker tradename. Prior to its classification as held for sale, the Parker tradename intangible asset was being amortized on a straight-line basis over 10 years. On February 17, 2023, the Company completed the sale of the Parker tradename and certain related ancillary assets to Parker IP Co. LLC, an affiliate of BCI Brands. See Note 15 "Subsequent Events" for further information. An entity may elect to perform a qualitative impairment assessment for goodwill and indefinite-lived intangible assets. If adverse qualitative trends are identified during the qualitative assessment that indicate that it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than its carrying amount, a quantitative impairment test is required. "Step one" of the quantitative impairment test for goodwill requires an entity to determine the fair value of each reporting unit and compare such fair value to the respective carrying amount. If the estimated fair value of the reporting unit exceeds the carrying value of the net assets assigned to that reporting unit, goodwill is not impaired, and the Company is not required to perform further testing. If the carrying amount of the reporting unit exceeds its estimated fair value, an impairment loss is recorded for the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The goodwill impairment test is dependent on a number of factors, including estimates of projected revenues, EBITDA margins, long-term growth rates, working capital and discount rates. The Company bases its estimates on assumptions it believes to be reasonable, but which are unpredictable and inherently uncertain. Actual future results may differ from those estimates. The Company estimates the fair value of the tradename intangible assets using a discounted cash flow valuation analysis, which is based on the "relief from royalty" methodology. This methodology assumes that in lieu of ownership, a third party would be willing to pay a royalty in order to exploit the related benefits of these types of assets. The relief from royalty approach is dependent on a number of factors, including estimates of projected revenues, royalty rates in the category of intellectual property and discount rates. The Company bases its fair value estimates on assumptions it believes to be reasonable, but which are unpredictable and inherently uncertain. Actual future results may differ from those estimates. The Company recognizes an impairment loss when the estimated fair value of the tradename intangible asset is less than the carrying value. An entity may pass on performing the qualitative assessment for a reporting unit or indefinite-lived intangible asset and directly perform the quantitative assessment. This determination can be made on an asset by asset basis, and an entity may resume performing a qualitative assessment in subsequent periods. Determining the fair value of goodwill and other intangible assets is judgmental in nature and requires the use of significant estimates and assumptions, including projected revenues, EBITDA margins, long-term growth rates, working capital, royalty rates in the category of intellectual property, discount rates and future market conditions, among others. It is possible that estimates of future operating results could change adversely and impact the evaluation of the recoverability of the carrying value of goodwill and intangible assets and that the effect of such changes could be material. During the second quarter of fiscal 2022, the Company determined that a triggering event had occurred in the Rebecca Taylor and Parker segment as a result of changes to the Company's long-term projections. The Company performed an interim quantitative impairment assessment of the Rebecca Taylor tradename utilizing the relief from royalty valuation approach. The Company estimated the fair value of the Rebecca Taylor tradename intangible asset and determined that the fair value of the Rebecca Taylor tradename was below its carrying amount. Accordingly, the Company recorded an impairment charge for the Rebecca Taylor tradename intangible asset of $1,700, which was recorded within Impairment of intangible assets on the Consolidated Statement of Operations and Comprehensive Income (Loss) in fiscal 2022. In both fiscal 2022 and fiscal 2021, the Company performed its annual impairment test during the fourth quarter. The fair value of the Company's Vince Wholesale reporting unit was estimated using a combination of the income approach (the discounted cash flows method) and the market approach (guideline public company method). In fiscal 2022, the Company elected to perform a quantitative impairment test on goodwill allocated to the Company's Vince Wholesale reporting unit. The results of the quantitative test did not result in any impairment because the fair value of the Company's Vince Wholesale reporting unit exceeded its carrying value. In fiscal 2021, the Company elected to perform a quantitative impairment test on goodwill allocated to the Company's Vince Wholesale reporting unit. The results of the quantitative test did not result in any impairment because the fair value of the Company's Vince Wholesale reporting unit exceeded its carrying value. Goodwill was $31,973 as of both January 28, 2023 and January 29, 2022. In the fourth quarter of fiscal 2022, the Company elected to perform a quantitative impairment test on its Vince tradename indefinite-lived intangible asset. The results of the quantitative test did not result in any impairment because the fair value of the Company's Vince tradename intangible asset exceeded its carrying value. In the fourth quarter of fiscal 2021, the Company elected to perform a quantitative impairment test on its Vince and Rebecca Taylor tradename intangible assets. The results of the quantitative test did not result in any impairment because the fair value of the Company's Vince tradename and Rebecca Taylor tradename intangible assets exceeded their carrying values. Indefinite-lived tradename intangible assets were $67,100 and $71,800 as of January 28, 2023 and January 29, 2022, respectively, which is included within Intangible assets, net in the Consolidated Balance Sheets. The finite-lived intangible assets as of January 28, 2023 is comprised of Vince customer relationships which are being amortized on a straight-line basis over their useful lives of 20 years. See Note 3 "Goodwill and Intangible Assets" for more information on the details surrounding goodwill and intangible assets. (M) Deferred Financing Costs: Deferred financing costs, such as underwriting, financial advisory, professional fees, and other similar fees are capitalized and recognized in interest expense over the contractual life of the related debt instrument using the straight-line method, as this method results in recognition of interest expense that is materially consistent with that of the effective interest method. (N) Leases: The Company determines if a contract contains a lease at inception. The Company leases various office spaces, showrooms and retail stores. Although the Company's more recent leases are subject to shorter terms as a result of the implementation of the strategy to pursue shorter lease terms, some of the Company's leases have initial terms of 10 years, and in many instances can be extended for an additional term. The Company will not include renewal options in the underlying lease term unless the Company is reasonably certain to exercise the renewal option. Substantially all of the Company's leases require a fixed annual rent, and most require the payment of additional rent if store sales exceed a negotiated amount. These percentage rent expenses are considered as variable lease costs and are recognized in the consolidated financial statements when incurred. In addition, the Company's real estate leases may also require additional payments for real estate taxes and other occupancy-related costs which it considers as non-lease components. Operating lease right-of-use ("ROU") assets and operating lease liabilities are recognized based upon the present value of the future lease payments over the lease term. As the Company's leases do not provide an implicit borrowing rate, the Company uses an estimated incremental borrowing rate based upon a combination of market-based factors, such as market quoted forward yield curves and company specific factors, such as the Company's credit rating, lease size and duration to calculate the present value. (O) Revenue Recognition: The Company recognizes revenue when performance obligations identified under the terms of contracts with its customers are satisfied, which generally occurs upon the transfer of control in accordance with the contractual terms and conditions of the sale. Sales are recognized when the control of the goods are transferred to the customer for the Company's wholesale business, upon receipt by the customer for the Company's e-commerce business, and at the time of sale to the consumer for the Company's retail business. See Note 13 "Segment and Geographical Financial Information" for disaggregated revenue amounts by segment. The net sales for fiscal 2021 included a correction of an error of $758 of revenue associated with a new customer arrangement that started in fiscal 2020 and was not accounted for properly, resulting in an understatement of revenue in fiscal 2020. Revenue associated with gift cards is recognized upon redemption and unredeemed balances are considered a contract liability and recorded within other accrued expenses, which are subject to escheatment within the jurisdictions in which it operates. As of January 28, 2023 and January 29, 2022, the contract liability was $1,617 and $1,739, respectively. In fiscal 2022, the Company recognized $302 of revenue that was previously included in the contract liability as of January 29, 2022. Amounts billed to customers for shipping and handling costs are not material. Such shipping and handling costs are accounted for as a fulfillment cost and are included in cost of products sold. Sales taxes that are collected by the Company from a customer are excluded from revenue. Sales are measured as the amount of consideration the Company expects to receive in exchange for transferring goods, which includes estimates for variable consideration. Variable consideration mainly includes discounts, chargebacks, markdown allowances, cooperative advertising programs, and sales returns. Estimated amounts of discounts, chargebacks, markdown allowances, cooperative advertising programs, and sales returns are accounted for as reductions of sales when the associated sale occurs. These estimated amounts are adjusted periodically based on changes in facts and circumstances when the changes become known. On the Company's consolidated balance sheet, reserves for sales returns are included within other accrued liabilities, and the value of inventory associated with reserves for sales returns are included in prepaid expenses and other current assets. The Company continues to estimate the amount of sales returns based on known trends and historical return rates. (P) Cost of Products Sold: The Company's cost of products sold and gross margins may not necessarily be comparable to that of other entities as a result of different practices in categorizing costs. The primary components of the Company's cost of products sold are as follows: • the cost of purchased merchandise, including raw materials; • the cost of inbound transportation, including freight; • the cost of the Company's production and sourcing departments; • other processing costs associated with acquiring and preparing the inventory for sale; and • shrink and valuation reserves. (Q) Marketing and Advertising: The Company provides cooperative advertising allowances to certain of its customers. These allowances are accounted for as reductions in sales as discussed in "Revenue Recognition" above. Production expense related to company-directed advertising is deferred until the first time at which the advertisement runs. All other expenses related to company-directed advertising are expensed as incurred. Marketing and advertising expense recorded in SG&A expenses was $15,339 and $16,287 in fiscal 2022 and fiscal 2021, respectively. At January 28, 2023 and January 29, 2022, deferred production expenses associated with company-directed advertising were $340 and $443, respectively. (R) Share-Based Compensation: New, modified and unvested share-based payment transactions with employees, such as stock options and restricted stock units, are measured at fair value and recognized as compensation expense over the requisite service period and is included as a component of SG&A expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss). Forfeitures are accounted for as they occur. (S) Income Taxes: The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities at enacted rates. The Company assesses the likelihood of the realization of deferred tax assets and adjusts the carrying amount of these deferred tax assets by a valuation allowance to the extent the Company believes it more likely than not that all or a portion of the deferred tax assets will not be realized. Many factors are considered when assessing the likelihood of future realization of deferred tax assets, including recent earnings results within taxing jurisdictions, expectations of future taxable income, the carryforward periods available and other relevant factors. Changes in the required valuation allowance are recorded in income in the period such determination is made. The Company recognizes tax positions in the Consolidated Balance Sheets as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with tax authorities assuming full knowledge of the position and all relevant facts. Accrued interest and penalties related to unrecognized tax benefits are included in income taxes in the Consolidated Statements of Operations and Comprehensive Income (Loss). (T) Earnings (Loss) Per Share: Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Except when the effect would be anti-dilutive, diluted earnings per share is calculated based on the weighted average number of shares of common stock outstanding plus the dilutive effect of share-based awards calculated under the treasury stock method. (U) Recent Accounting Pronouncements: Except as noted below, the Company has considered all recent accounting pronouncements and has concluded that there are no recent accounting pronouncements that may have a material impact on its Consolidated Financial Statements, based on current information. Recently Issued Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13: "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments". The ASU requires an impairment model (known as the current expected credit loss ("CECL") model) that is based on expected losses rather than incurred losses. Under the new guidance, each reporting entity should estimate an allowance for expected credit losses, which is intended to result in more timely recognition of losses. The new standard applies to trade receivables arising from revenue transactions. Under Accounting Standards Codification 606, revenue is recognized when, among other criteria, it is probable that an entity will collect the consideration it is entitled to when goods or services are transferred to a customer. When trade receivables are recorded, they become subject to the CECL model and estimates of expected credit losses on trade receivables over their contractual life will be required to be recorded at inception based on historical information, current conditions, and reasonable and supportable forecasts. This guidance is effective for smaller reporting companies for annual periods beginning after December 15, 2022, including the interim periods in the year. Early adoption is permitted. Management does not expect the impact of this ASU to have a material impact on its consolidated financial statements. |
Wind Down of Rebecca Taylor Business |
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Jan. 28, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Wind Down of Rebecca Taylor Business | Note 2. Wind Down of Rebecca Taylor Business On September 12, 2022, the Company announced its decision to wind down the Rebecca Taylor business. On September 30, 2022, the Company entered into amendments to the Term Loan Credit Facility, the 2018 Revolving Credit Facility and the Third Lien Credit Facility (see Note 5 "Long-Term Debt and Financing Arrangements"), which in part, permits the sale of the intellectual property of the Rebecca Taylor, Inc. and the Rebecca Taylor, Inc. liquidation. On December 22, 2022, the Company's indirectly wholly owned subsidiary, Rebecca Taylor, Inc., completed the sale of its intellectual property and certain related ancillary assets to RT IPCO, LLC, an affiliate of Ramani Group for $4,250. The Company recognized a gain of $1,620 on the sale, which was recorded within Gain on sale of intangible assets in the Consolidated Statements of Operations and Comprehensive Income (Loss). Net cash proceeds from the sale were used to repay $2,997 of borrowings under the Term Loan Credit Facility and $427 of borrowings under the 2018 Revolving Credit Facility. The following table presents a summary of Rebecca Taylor wind down related charges, reported within the Rebecca Taylor and Parker segment, incurred for fiscal 2022:
(1) Employee termination costs, net are primarily related to severance and were recorded within Other accrued expenses on the Consolidated Balance Sheets. Substantially all severance costs have been paid by the end of fiscal 2022. |
Goodwill and Intangible Assets |
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Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets | Note 3. Goodwill and Intangible Assets Net goodwill balances and changes therein by segment were as follows:
The total carrying amount of goodwill was net of accumulated impairments of $101,845 as of both January 28, 2023 and January 29, 2022. There were no impairments recorded as a result of the Company's annual goodwill impairment test performed during fiscal 2022 and fiscal 2021. The following tables present a summary of identifiable intangible assets:
(1) During the third quarter of fiscal 2022, the Parker tradename was classified as held for sale and amortization ceased. (2) This table excludes the Rebecca Taylor tradename. On September 12, 2022, the Company announced its decision to wind down the Rebecca Taylor business. Therefore, the Company determined that the indefinite life classification was no longer appropriate for the Rebecca Taylor tradename and began amortizing the Rebecca Taylor tradename in the third quarter of fiscal 2022. Amortization of the Rebecca Taylor tradename ceased upon classification as held for sale in the third quarter of fiscal 2022. On December 22, 2022, the Company completed the sale of the Rebecca Taylor tradename and certain related ancillary assets to RT IPCO, LLC, an affiliate of Ramani Group. See Note 2 "Wind Down of Rebecca Taylor Business" for further information.
During the second quarter of fiscal 2022, the Company determined that a triggering event had occurred in the Rebecca Taylor and Parker segment as a result of changes to the Company's long-term projections. The Company performed an interim quantitative impairment assessment of the Rebecca Taylor tradename utilizing the relief from royalty valuation approach. The relief from royalty valuation approach is dependent on a number of factors, including estimates of projected revenues, royalty rates in the category of intellectual property, discount rates and other variables. The Company estimated the fair value of the Rebecca Taylor tradename intangible asset and determined that the fair value of the Rebecca Taylor tradename was below its carrying amount. Accordingly, the Company recorded an impairment charge for the Rebecca Taylor tradename intangible asset of $1,700, which was recorded within Impairment of intangible assets on the Consolidated Statements of Operations and Comprehensive Income (Loss) for fiscal 2022. No impairments of the Company's indefinite lived tradenames were recorded as a result of the Company's annual asset impairment tests performed during fiscal 2022 and fiscal 2021. Amortization of identifiable intangible assets was $1,139 and $656 for fiscal 2022 and fiscal 2021, respectively, which is included in SG&A expenses on the Consolidated Statements of Operations and Comprehensive Income (Loss). Amortization expense for each of the fiscal years 2023 to 2027 is expected to be as follows:
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Fair Value Measurements |
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Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Measurements | Note 4. Fair Value Measurements We define the fair value of a financial instrument as the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We are responsible for the determination of the value of the investments carried at fair value and the supporting methodologies and assumptions. The Company's financial assets and liabilities are to be measured using inputs from three levels of the fair value hierarchy as follows:
The Company did not have any non-financial assets or non-financial liabilities recognized at fair value on a recurring basis at January 28, 2023 or January 29, 2022. At January 28, 2023 and January 29, 2022, the Company believes that the carrying values of cash and cash equivalents, receivables, and accounts payable approximate fair value, due to the short-term maturity of these instruments. The Company's debt obligations with a carrying value of $113,832 and $92,711 as of January 28, 2023 and January 29, 2022, 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 $29,000 and $27,000, respectively, as of January 28, 2023, and $35,000 and $23,000, respectively, as of January 29, 2022, based upon estimated market value calculations that factor principal, time to maturity, interest rate, and current cost of debt. The Company considers this a Level 3 input. The Company's non-financial assets, which primarily consist of goodwill, intangible assets, ROU assets, and property and equipment, are not required to be measured at fair value on a recurring basis and are reported at their carrying values. However, on a periodic basis whenever events or changes in circumstances indicate that their carrying value may not be fully recoverable (and at least annually for goodwill and indefinite-lived intangible assets), non-financial assets are assessed for impairment, and if applicable, written down to (and recorded at) fair value. Determining the fair value of goodwill and other intangible assets is judgmental in nature and requires the use of significant estimates and assumptions, including projected revenues, EBITDA margins growth rates and operating margins, long-term growth rates, working capital, royalty rates in the category of intellectual property, discount rates and future market conditions, among others, as applicable. The inputs used in determining the fair value of the ROU assets are the current comparable market rents for similar properties and a store discount rate. The fair value of the property and equipment is based on its estimated liquidation value. The measurement of fair value of these assets are considered Level 3 valuations as certain of these inputs are unobservable and are estimated to be those that would be used by market participants in valuing these or similar assets. The following table presents the non-financial assets the Company measured at fair value on a non-recurring basis in fiscal 2022, based on such fair value hierarchy. There were no losses on these non-financial assets taken in fiscal 2021.
(1) Recorded within Impairment of long-lived assets on the Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 1 "Description of Business and Summary of Significant Accounting Policies – (K) Impairment of Long-lived Assets" for additional information. (2) Recorded within Impairment of intangible assets on the Consolidated Statements of Operations and Comprehensive Income (Loss). On December 22, 2022, the Company's indirectly wholly owned subsidiary, Rebecca Taylor, Inc., completed the sale of its intellectual property and certain related ancillary assets to RT IPCO, LLC, an affiliate of Ramani Group. See Note 1 "Description of Business and Summary of Significant Accounting Policies – (L) Goodwill and Other Intangible Assets" and Note 2 "Wind Down of Rebecca Taylor Business" for additional information. |
Long-Term Debt and Financing Arrangements |
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Debt Disclosure [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Long-Term Debt and Financing Arrangements | Note 5. Long-Term Debt and Financing Arrangements Debt obligations consisted of the following:
Term Loan Credit Facility On September 7, 2021, Vince, LLC entered into a new term loan credit facility as described below. The proceeds were used to repay in full all outstanding amounts under the $27,500 senior secured term loan facility (the "2018 Term Loan Facility") pursuant to a credit agreement originally entered into on August 21, 2018 and a portion of the borrowings outstanding under the 2018 Revolving Credit Facility, totaling $25,960, which included interest and a prepayment penalty of $743 (which was included within financing fees on the Consolidated Statements of Cash Flows). The 2018 Term Loan Facility was terminated and, as a result, the Company recorded expense of $758 related to the write-off of the remaining deferred financing costs. Vince, LLC entered into a new $35,000 senior secured term loan credit facility (the "Term Loan Credit Facility") pursuant to a Credit Agreement (the "Term Loan Credit Agreement") by and among Vince, LLC, as the borrower, the guarantors named therein, PLC Agent, LLC, as administrative agent and collateral agent, and the other lenders from time to time party thereto. Vince Holding Corp. and Vince Intermediate Holding, LLC ("Vince Intermediate") are guarantors under the Term Loan Credit Facility. The Term Loan Credit Facility matures on the earlier of September 7, 2026 and 91 days after the maturity date of the 2018 Revolving Credit Facility (as defined below). The Term Loan Credit Facility is subject to quarterly amortization of $875 commencing on July 1, 2022, with the balance payable at final maturity. Interest is payable on loans under the Term Loan Credit Facility at a rate equal to the 90-day LIBOR rate, or an alternate applicable reference rate in the event LIBOR is no longer available, subject, in either case, to a 1.0% floor, plus 7.0%. During the continuance of certain specified events of default, interest will accrue on the overdue amount of any loan at a rate of 2.0% in excess of the rate otherwise applicable to such amount. In addition, the Term Loan Credit Agreement requires mandatory prepayments upon the occurrence of certain events, including but not limited to, an Excess Cash Flow payment (as defined in the Term Loan Credit Agreement), subject to reductions for voluntary prepayments made during such fiscal year, commencing with the fiscal year ending January 28, 2023. The Term Loan Credit Facility contains a requirement that Vince, LLC will maintain an availability under its 2018 Revolving Credit Facility of the greater of 10% of the commitments thereunder or $9,500. The Term Loan Credit Facility did not permit dividends prior to April 30, 2022, or an earlier date designated by Vince, LLC (the period until such date, the "Accommodation Period") and now permits them to the extent that no default or event of default is continuing or would result from a contemplated dividend, so long as after giving pro forma effect to the contemplated dividend subtracting any accounts payable amounts that are or are projected to be past due for the following six months, excess availability for such six month period will be at least the greater of 25.0% of the aggregate lending commitments and $15,000. In addition, the Term Loan Credit Facility contains customary representations and warranties, other covenants, and events of default, including but not limited to, limitations on the incurrence of additional indebtedness, liens, burdensome agreements, guarantees, investments, loans, asset sales, mergers, acquisitions, prepayment of other debt, the repurchase of capital stock, transactions with affiliates, and the ability to change the nature of its business or its fiscal year, and distributions and dividends. Furthermore, the Term Loan Credit Facility is subject to a Borrowing Base (as defined in the Term Loan Credit Agreement) which can, under certain conditions result in the imposition of a reserve under the 2018 Revolving Credit Facility. As of January 28, 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. See Note 2 "Wind Down of Rebecca Taylor Business" to the Consolidated Financial Statements in this Annual Report for further information. In connection with the TL First Amendment, Vince, LLC agreed to pay the term lenders fees equal to (i) $600 and (ii) if the underlying term loan is not paid in full by January 31, 2023, an additional $850, which is payable upon Payment in Full of the Term Loan Credit Facility. As a result of the TL First Amendment, the Company incurred a total of $1,525 of financing costs. In accordance with ASC Topic 470, "Debt", the Company accounted for this amendment as a debt modification and has recorded $75 of the financing costs paid to third parties within selling, general and administrative expenses on the Consolidated Statements of Operations and Comprehensive Income (Loss) for fiscal 2022. The remaining $1,450 of financing costs are recorded as deferred debt issuance costs (which is presented within Long-term debt on the Consolidated Balance Sheets) which will be amortized over the remaining term of the Term Loan Credit Facility. Through January 28, 2023, on an inception to date basis, the Company had made repayments of $5,622 on the Term Loan Credit Facility. Scheduled maturities of the Term Loan Credit Facility are as follows:
2018 Revolving Credit Facility On August 21, 2018, Vince, LLC entered into an $80,000 senior secured revolving credit facility (the "2018 Revolving Credit Facility") pursuant to a credit agreement by and among Vince, LLC, as the borrower, VHC and Vince Intermediate, as guarantors, Citizens Bank, N.A. ("Citizens"), as administrative agent and collateral agent, and the other lenders from time to time party thereto. The 2018 Revolving Credit Facility provides for a revolving line of credit of up to $80,000, subject to a Loan Cap, which is the lesser of (i) the Borrowing Base as defined in the credit agreement for the 2018 Revolving Credit Facility and (ii) the aggregate commitments, as well as a letter of credit sublimit of $25,000. It also provides for an increase in aggregate commitments of up to $20,000. Interest is payable on the loans under the 2018 Revolving Credit Facility at either the LIBOR or the Base Rate, in each case, with applicable margins subject to a pricing grid based on an average daily excess availability calculation. The "Base Rate" means, for any day, a fluctuating rate per annum equal to the highest of (i) the rate of interest in effect for such day as publicly announced from time to time by Citizens as its prime rate; (ii) the Federal Funds Rate for such day, plus 0.5%; and (iii) the LIBOR Rate for a one month interest period as determined on such day, plus 1.00%. During the continuance of certain specified events of default, at the election of Citizens, interest will accrue at a rate of 2.0% in excess of the applicable non-default rate. The 2018 Revolving Credit Facility contains a requirement that, at any point when Excess Availability (as defined in the credit agreement for the 2018 Revolving Credit Facility) is less than 10.0% of the loan cap and continuing until Excess Availability exceeds the greater of such amounts for 30 consecutive days, Vince, LLC must maintain during that time a Consolidated Fixed Charge Coverage Ratio (as defined in the credit agreement for the 2018 Revolving Credit Facility) equal to or greater than 1.0 to 1.0 measured as of the last day of each fiscal month during such period. The 2018 Revolving Credit Facility contains representations and warranties, other covenants and events of default that are customary for this type of financing, including covenants with respect to limitations on the incurrence of additional indebtedness, liens, burdensome agreements, guarantees, investments, loans, asset sales, mergers, acquisitions, prepayment of other debt, the repurchase of capital stock, transactions with affiliates, and the ability to change the nature of the Company's business or its fiscal year. The 2018 Revolving Credit Facility generally permits dividends in the absence of any event of default (including any event of default arising from a contemplated dividend), so long as (i) after giving pro forma effect to the contemplated dividend and for the following six months Excess Availability will be at least the greater of 20.0% of the Loan Cap and $10,000 and (ii) after giving pro forma effect to the contemplated dividend, the Consolidated Fixed Charge Coverage Ratio for the 12 months preceding such dividend will be greater than or equal to 1.0 to 1.0 (provided that the Consolidated Fixed Charge Coverage Ratio may be less than 1.0 to 1.0 if, after giving pro forma effect to the contemplated dividend, Excess Availability for the six fiscal months following the dividend is at least the greater of 25.0% of the Loan Cap and $12,500). On November 1, 2019, Vince, LLC entered into the First Amendment (the "First Revolver Amendment") to the 2018 Revolving Credit Facility, which provided the borrower the ability to elect the Daily LIBOR Rate in lieu of the Base Rate to be applied to the borrowings upon applicable notice. The "Daily LIBOR Rate" means a rate equal to the Adjusted LIBOR Rate in effect on such day for deposits for a one day period, provided that, upon notice and not more than once every 90 days, such rate may be substituted for a one week or one month period for the Adjusted LIBOR Rate for a one day period. On November 4, 2019, Vince, LLC entered into the Second Amendment (the "Second Revolver Amendment") to the credit agreement of the 2018 Revolving Credit Facility. The Second Revolver Amendment increased the aggregate commitments under the 2018 Revolving Credit Facility by $20,000 to $100,000. Pursuant to the terms of the Second Revolver Amendment, the Acquired Businesses became guarantors under the 2018 Revolving Credit Facility and jointly and severally liable for the obligations thereunder. On June 8, 2020, Vince, LLC entered into the Third Amendment (the "Third Revolver Amendment") to the 2018 Revolving Credit Facility. The Third Revolver Amendment, among others, increased availability under the facility's borrowing base by (i) temporarily increasing the aggregate commitments under the 2018 Revolving Credit Facility to $110,000 through November 30, 2020 (such period, the "Third Amendment Accommodation Period") (ii) temporarily revising the eligibility of certain account debtors during the Third Amendment Accommodation Period by extending by 30 days the period during which those accounts may remain outstanding past due as well as increasing the concentration limits of certain account debtors and (iii) for any fiscal four quarter period ending prior to or on October 30, 2021, increasing the cap on certain items eligible to be added back to Consolidated EBITDA to 27.5% from 22.5%. The Third Revolver Amendment also (a) waived events of default; (b) temporarily increased the applicable margin on all borrowings of revolving loans by 0.75% per annum during the Third Amendment Accommodation Period and increased the LIBOR floor from 0% to 1.0%; (c) eliminated Vince LLC's and any loan party's ability to designate subsidiaries as unrestricted and to make certain payments, restricted payments and investments during the Third Amendment Extended Accommodation Period; (d) temporarily suspended the Fixed Charge Coverage Ratio covenant through the Third Amendment Extended Accommodation Period; (e) required Vince, LLC to maintain a Fixed Charge Coverage Ratio of 1.0 to 1.0 in the event the excess availability under the 2018 Revolving Credit Facility was less than (x) $10,000 between September 6, 2020 and January 9, 2021, (y) $12,500 between January 10, 2021 and January 31, 2021 and (z) $15,000 at all other times during the Third Amendment Extended Accommodation Period; (f) imposed a requirement (y) to pay down the 2018 Revolving Credit Facility to the extent cash on hand exceeded $5,000 on the last day of each week and (z) that, after giving effect to any borrowing thereunder, Vince, LLC may have no more than $5,000 of cash on hand; (g) permitted Vince, LLC to incur up to $8,000 of additional secured debt (in addition to any interest accrued or paid in kind), to the extent subordinated to the 2018 Revolving Credit Facility on terms reasonably acceptable to Citizens; (h) established a method for imposing a successor reference rate if LIBOR should become unavailable, (i) extended the delivery periods for (x) annual financial statements for the fiscal year ended February 1, 2020 to June 15, 2020 and (y) quarterly financial statements for the fiscal quarters ended May 2, 2020 and August 1, 2020 to July 31, 2020 and October 29, 2020, respectively, and (j) granted ongoing relief through September 30, 2020 with respect to certain covenants regarding the payment of lease obligations. On December 11, 2020, Vince, LLC entered into the Fifth Amendment (the "Fifth Revolver Amendment") to the 2018 Revolving Credit Facility. The Fifth Revolver Amendment, among other things, (i) extended the period from November 30, 2020 to July 31, 2021 (such period, "Accommodation Period"), during which the eligibility of certain account debtors was revised by extending by 30 days the time those accounts may remain outstanding past due as well as increasing the concentration limits of certain account debtors; (ii) extended the period through which the applicable margin on all borrowings of revolving loans by 0.75% per annum during such Accommodation Period; (iii) extended the period from October 30, 2021 to January 29, 2022, during which the cap on which certain items eligible to be added back to "Consolidated EBITDA" (as defined in the 2018 Revolving Credit Facility) was increased to 27.5% from 22.5%; (iv) extended the temporary suspension of the Consolidated Fixed Charge Coverage Ratio ("FCCR") covenant through the delivery of a compliance certificate relating to the fiscal quarter ended January 29, 2022 (such period, the "Extended Accommodation Period"), other than the fiscal quarter ending January 29, 2022; (v) required Vince, LLC to maintain an FCCR of 1.0 to 1.0 in the event the excess availability under the 2018 Revolving Credit Facility was less than (x) $7,500 through the end of the Accommodation Period; and (y) $10,000 from August 1, 2020 through the end of the Extended Accommodation Period; (vi) permitted Vince, LLC to incur the debt under the Third Lien Credit Facility (as described below); (vii) revised the definition of "Cash Dominion Trigger Amount" to mean $15,000 through the end of the Extended Accommodation Period and at all other times thereafter, 12.5% of the loan cap and $5,000, whichever is greater; (viii) deemed the Cash Dominion Event (as defined in the credit agreement for the 2018 Revolving Credit Facility) as triggered during the Accommodation Period; and (ix) required an engagement by the Company of a financial advisor from February 1, 2021 until March 31, 2021 (or until the excess availability was greater than 25% of the loan cap for a period of at least thirty days, whichever is later) to assist in the preparation of certain financial reports, including the review of the weekly cashflow reports and other items. As of April 2021, the requirement to engage a financial advisor had been satisfied. On September 7, 2021, concurrently with the Term Loan Credit Facility, Vince, LLC entered into an Amended and Restated Credit Agreement (the "A&R Revolving Credit Facility Agreement") which, among other things, contained amendments to reflect the terms of the Term Loan Credit Facility and extended the maturity of the 2018 Revolving Credit Facility to the earlier of June 8, 2026 and 91 days prior to the maturity of the Term Loan Credit Facility. In addition, the A&R Revolving Credit Facility Agreement, among others: (i) lowered all applicable margins by 0.75%; (ii) revised the end of the Accommodation Period (as defined therein) to April 30, 2022 or an earlier date as elected by Vince, LLC; (iii) amended the borrowing base calculation to exclude Eligible Cash On Hand (as defined therein); (iv) revised the threshold under the definition of the Cash Dominion Trigger Event to be the excess availability of the greater of (a) 12.5% of the loan cap and (b) $11,000; (v) deleted the financial covenant and replaced it with a requirement to maintain a minimum excess availability not to be less than the greater of (a) $9,500 and (b) 10% of the commitments at any time; and (vi) revised certain representations and warranties as well as operational covenants. Concurrently with the TL First Amendment, on September 30, 2022, Vince, LLC entered into the First Amendment to the A&R Revolving Credit Facility Agreement (the "ABL First Amendment"). The ABL First Amendment, among other things, (i) requires more frequent borrowing base reporting and establishes variance reporting in connection with the Rebecca Taylor, Inc. liquidation; (ii) amends the definition of "Availability Reserves" to account for the difference between the aggregate amount of the ABL borrowing base attributable to the assets of the Rebecca Taylor, Inc. and Parker Holding, LLC companies and the amounts received (or anticipated to be received) as net proceeds of asset sales in connection with the Rebecca Taylor, Inc. liquidation; (iii) permits the sale of the intellectual property of the Rebecca Taylor, Inc. and Parker Holding, LLC companies and the Rebecca Taylor, Inc. liquidation; (iv) amends the excess availability covenant to provide the Company with up to $5,000 of additional potential liquidity through December 28, 2022; and (v) removes the assets of the Rebecca Taylor, Inc. and Parker Holding, LLC companies from the borrowing base from and after November 30, 2022. In connection with the ABL First Amendment, Vince, LLC agreed to pay the ABL lenders fees equal to (i) $375 and (ii) if the ABL is not paid in full by December 15, 2022, an additional $125 payable 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 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"). See Note 15 "Subsequent Events" for further information. As of January 28, 2023, the Company was in compliance with applicable covenants. As of January 28, 2023, $24,001 was available under the 2018 Revolving Credit Facility, net of the loan cap, and there were $58,498 of borrowings outstanding and $5,099 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 January 28, 2023, was 6.1%. As of January 29, 2022, $40,620 was available under the 2018 Revolving Credit Facility, net of the loan cap, and there were $34,624 of borrowings outstanding and $5,345 of letters of credit outstanding under the 2018 Revolving Credit Facility. The weighted average interest rate for borrowings outstanding under the 2018 Revolving Credit Facility as of January 29, 2022, was 1.8%. Third Lien Credit Facility On December 11, 2020, Vince, LLC entered into a $20,000 subordinated term loan credit facility (the "Third Lien Credit Facility") pursuant to a credit agreement (the "Third Lien Credit Agreement"), dated December 11, 2020, by and among Vince, LLC, as the borrower, VHC and Vince Intermediate, as guarantors, and SK Financial Services, LLC ("SK Financial"), as administrative agent and collateral agent, and other lenders from time to time party thereto. SK Financial is an affiliate of Sun Capital Partners, Inc. ("Sun Capital"), whose affiliates own, as of January 28, 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 were substantially similar to those under the 2018 Term Loan Facility, except the Third Lien Credit Facility does not contain any financial covenants. The Company incurred $485 in deferred financing costs associated with the Third Lien Credit Facility of which a $400 closing fee is payable in kind and was added to the principal balance. These deferred financing costs are recorded as deferred debt issuance costs which will be amortized over the remaining term of the Third Lien Credit Facility. All obligations under the Third Lien Credit Facility are guaranteed by the Company, Vince Intermediate and the Company's existing material domestic restricted subsidiaries as well as any future material domestic restricted subsidiaries and are secured on a junior basis relative to the 2018 Revolving Credit Facility and the 2018 Term Loan Facility by a lien on substantially all of the assets of the Company, Vince Intermediate, Vince, LLC and the Company's existing material domestic restricted subsidiaries as well as any future material domestic restricted subsidiaries. The proceeds were received on December 11, 2020 and were used to repay a portion of the borrowings outstanding under the 2018 Revolving Credit Facility. On September 7, 2021, concurrently with the Term Loan Credit Facility as well as the A&R Revolving Credit Facility Agreement, Vince, LLC entered into an amendment (the "Third Lien First Amendment") to the Third Lien Credit Facility which amended its terms to extend its maturity to March 6, 2027, revised the interest rate to remove the tiered applicable margins so that the rate is now equal to the 90-day LIBOR rate, or an alternate applicable reference rate in the event LIBOR is no longer available, plus 9.0% at all times, and to reflect the applicable terms of the Term Loan Credit Facility as well as the A&R Revolving Credit Facility Agreement. Concurrently with the TL First Amendment and the ABL First Amendment, on September 30, 2022, Vince, LLC entered into the Second Amendment to the Third Lien Credit Agreement (the "Third Lien Second Amendment"). The Third Lien Second Amendment, among other things, (i) establishes variance reporting in connection with the Rebecca Taylor, Inc. liquidation; and (ii) permits the sale of the intellectual property of the Rebecca Taylor, Inc. and Parker Holding, LLC companies and the Rebecca Taylor, Inc. liquidation. 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"). See Note 15 "Subsequent Events" for further information. |
Commitments and Contingencies |
12 Months Ended |
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Jan. 28, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6. Commitments and Contingencies Contractual Cash Obligations At January 28, 2023, the Company had contractual cash obligations of $44,759, which consisted primarily of inventory purchase obligations and service contracts. In addition, see Note 12 "Leases" for a summary of the Company's future minimum rental payments under non-cancelable leases. Litigation On September 7, 2018, a complaint was filed in the United States District Court for the Eastern District of New York by certain stockholders (collectively, the "Plaintiff"), naming the Company as well as David Stefko, the Company's Chief Financial Officer at such time, one of the Company's directors, certain of the Company's former officers and directors, and Sun Capital and certain of its affiliates, as defendants. The complaint generally alleges that the Company and the named parties made false and/or misleading statements and/or failed to disclose matters relating to the transition of the Company's ERP systems from Kellwood Company. The complaint brings causes of action for violations of Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and Rule 10b-5 promulgated under the Exchange Act against the Company and the named parties and for violations of Section 20(a) of the Exchange Act against the individual parties, Sun Capital and its affiliates. The complaint sought unspecified monetary damages and unspecified costs and fees. On January 28, 2019, in response to our motion to dismiss the original complaint, the Plaintiff filed an amended complaint, naming the same defendants as parties and asserting the same causes of action as those stated in the original complaint. On October 4, 2019, an individual stockholder filed a complaint marked as a related suit to the amended complaint, containing substantially identical allegations and claims against the same defendant parties. On September 9, 2020, the two complaints were dismissed in their entirety and the Plaintiff's request for leave to replead was denied. On October 6, 2020, the Plaintiff filed notices of appeal. On July 6, 2021, the appeals were voluntarily dismissed. Additionally, the Company is a party to 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. |
Share-Based Compensation |
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Share-Based Payment Arrangement [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Compensation | Note 7. Share-Based Compensation Employee Stock Plans Vince 2013 Incentive Plan In connection with the IPO, the Company adopted the Vince 2013 Incentive Plan, which provides for grants of stock options, stock appreciation rights, restricted stock, and other stock-based awards. In May 2018, the Company filed a Registration Statement on Form S-8 to register an additional 660,000 shares of common stock available for issuance under the Vince 2013 Incentive Plan. Additionally, in September 2020, the Company filed a Registration Statement on Form S-8 to register an additional 1,000,000 shares of common stock available for issuance under the Vince 2013 Incentive Plan. The aggregate number of shares of common stock which may be issued or used for reference purposes under the Vince 2013 Incentive Plan or with respect to which awards may be granted may not exceed 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 January 28, 2023, there were 883,628 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 of the grant date or upon termination as outlined in the Vince 2013 Incentive Plan. Restricted stock units ("RSUs") granted vest in equal installments over a three-year period or vest in equal installments over four years, subject to the employees' continued employment, except for RSUs issued under the exchange offer described below. On April 26, 2018, the Company commenced a tender offer to exchange certain options to purchase shares of its common stock, whether vested or unvested, from eligible employees and executive officers for replacement restricted stock units ("Replacement RSUs") granted under the Vince 2013 Incentive Plan (the "Option Exchange"). Employees and executive officers of the Company on the date of offer commencement and those who remained an employee or executive officer of the Company through the expiration date of the offer and held at least one option as of the commencement of the offer that was granted under the Vince 2013 Incentive Plan were eligible to participate. The exchange ratio of this offer was a 1-to-1.7857 basis (one stock option exchanged for every 1.7857 Replacement RSUs). This tender offer expired on 11:59 p.m. Eastern Time on May 24, 2018 (the "Offer Expiration Date"). The Replacement RSUs were granted on the business day immediately following the Offer Expiration Date. As a result of the Option Exchange, 149,819 stock options were canceled and 267,538 Replacement RSUs were granted with a grant date fair value of $9.15 per unit. All Replacement RSUs vest pursuant to the following schedule: 10% on April 19, 2019; 20% on April 17, 2020; 25% on April 16, 2021; and 45% on April 15, 2022, subject to the holder's remaining continuously employed with the Company through each such applicable vesting date. Replacement RSUs have the new vesting schedule regardless of whether the surrendered eligible options were partially vested at the time it was exchanged. The purpose of this exchange was to foster retention, motivate our key contributors, and better align the interests of our employees and stockholders to maximize stockholder value. Employee Stock Purchase Plan The Company maintains an employee stock purchase plan ("ESPP") for its employees. Under the ESPP, all eligible employees may contribute up to 10% of their base compensation, up to a maximum contribution of $10 per year. The purchase price of the stock is 90% of the fair market value, with purchases executed on a quarterly basis. The plan is defined as compensatory, and accordingly, a charge for compensation expense is recorded to SG&A expense for the difference between the fair market value and the discounted purchase price of the Company's common stock. During fiscal 2022 and fiscal 2021, 9,525 and 12,011 shares of common stock, respectively, were issued under the ESPP. As of January 28, 2023, there were 60,575 shares available for future issuance under the ESPP. Stock Options A summary of stock option activity for fiscal 2022 is as follows:
Restricted Stock Units A summary of restricted stock unit activity for fiscal 2022 is as follows:
The total fair value of restricted stock units vested during fiscal 2022 and fiscal 2021 was $2,543 and $1,448, respectively. At January 28, 2023, there was $3,833 of unrecognized compensation costs related to restricted stock units that will be recognized over a remaining weighted average period of 1.7 years. Share-Based Compensation Expense During fiscal 2022, the Company recognized share-based compensation expense of $2,095, including expense of $301 related to non-employees, and related tax benefit of $0. During fiscal 2021, the Company recognized share-based compensation expense of $2,076, including expense of $221 related to non-employees, and related tax benefit of $0. |
Defined Contribution Plan |
12 Months Ended |
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Jan. 28, 2023 | |
Retirement Benefits [Abstract] | |
Defined Contribution Plan | Note 8. Defined Contribution Plan The Company maintains a defined contribution plan for employees who meet certain eligibility requirements. As of March 8, 2021, all assets from the Rebecca Taylor, Inc. 401(k) Plan were merged into the Vince Holding Corp. 401(k) Plan. Features of these plans allow participants to contribute to a plan a percentage of their annual compensation, subject to IRS limitations. Certain plans also provide for discretionary matching contributions by the Company. The annual expense incurred by the Company for the defined contribution plan was $571 and $472 in fiscal 2022 and fiscal 2021, respectively. |
Stockholders' Equity |
12 Months Ended |
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Jan. 28, 2023 | |
Equity [Abstract] | |
Stockholders' Equity | Note 9. Stockholders' Equity Common Stock The Company currently has authorized for issuance 100,000,000 shares of its voting common stock, par value of $0.01 per share. As of January 28, 2023 and January 29, 2022, the Company had 12,335,405 and 11,986,127 shares issued and outstanding, respectively. At-the-Market Offering On September 9, 2021, the Company filed a shelf registration statement on Form S-3, which was declared effective on September 21, 2021 (the "Registration Statement"). Under the Registration Statement, the Company may offer and sell up to 3,000,000 shares of common stock from time to time in one or more offerings at prices and terms to be determined at the time of the sale. 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 year ended January 28, 2023, the Company issued and sold 104,980 shares of common stock under the At-the-Market Offering for aggregate net proceeds of $825, at an average price of $7.86 per share. During the year ended January 29, 2022, the Company issued and sold 17,134 shares of common stock under the At-the-Market Offering for aggregate net proceeds of $150, at an average price of $8.75 per share. At January 28, 2023, 877,886 shares of common stock were available to be offered and sold under the At-the-Market Offering. Dividends The Company has not paid dividends, and the Company's current ability to pay such dividends is restricted by the terms of its debt agreements. The Company's future dividend policy will be determined on a yearly basis and will depend on earnings, financial condition, capital requirements, and certain other factors. The Company does not expect to declare dividends with respect to its common stock in the foreseeable future. |
Earnings (Loss) Per Share |
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Earnings (Loss) Per Share | Note 10. Earnings (Loss) Per Share Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Except when the effect would be anti-dilutive, diluted earnings (loss) per share is calculated based on the weighted average number of shares of common stock outstanding plus the dilutive effect of share-based awards calculated under the treasury stock method. In periods when the Company incurs a net loss, share-based awards are excluded from the calculation of earnings per share as their inclusion would have an anti-dilutive effect. The following is a reconciliation of weighted average basic shares to weighted average diluted shares outstanding:
Because the Company incurred a net loss for the fiscal years ended January 28, 2023 and January 29, 2022, weighted-average basic shares and weighted-average diluted shares outstanding are equal for these periods. |
Income Taxes |
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Income Taxes | Note 11. Income Taxes The provision for income taxes consisted of the following:
The sources of income (loss) before provision for income taxes are from the United States, the Company's subsidiaries in the United Kingdom and the Company's French branch. The Company files U.S. federal income tax returns and income tax returns in various state and local jurisdictions. Current income taxes are the amounts payable under the respective tax laws and regulations on each year's earnings. Deferred income tax assets and liabilities represent the tax effects of revenues, costs and expenses, which are recognized for tax purposes in different periods from those used for financial statement purposes. The provision for income taxes was $3,037 for the year ended January 28, 2023 and primarily represents the non-cash deferred tax expense created by the current period amortization of indefinite-lived goodwill and intangible assets for tax but not for book purposes. A portion of these deferred tax liabilities cannot be used as a source to support the realization of certain deferred tax assets related to the Company's net operating losses which results in tax expense to record these deferred tax liabilities. The provision for income taxes was $4,581 for the year ended January 29, 2022 and primarily represents the non-cash deferred tax expense created by the current period amortization of indefinite-lived goodwill and intangible assets for tax but not for book purposes. A portion of these deferred tax liabilities cannot be used as a source to support the realization of certain deferred tax assets related to the Company’s net operating losses which results in tax expense to record these deferred tax liabilities. Additionally, the provision for income taxes for the year ended January 29, 2022 included a correction of an error of $882 related to the state tax impact of the non-cash deferred tax expense created by the amortization of indefinite-lived goodwill and intangible assets as previously recorded in the fourth quarter of fiscal 2020 and $575 related to additional non-cash deferred tax expense that should have been recorded in fiscal 2020 for the correction of the prior period tax amortization recorded in the current period on the aforementioned indefinite-lived goodwill and intangible assets. A reconciliation of the federal statutory income tax rate to the effective tax rate is as follows:
Deferred income tax assets and liabilities consisted of the following:
As of January 28, 2023, the Company had a gross federal net operating loss of $523,522 (federal tax effected amount of $109,940) for federal income tax purposes that may be used to reduce future federal taxable income. The net operating losses for federal income tax purposes of $275,684 will expire between 2030 and 2038 for losses incurred in tax years beginning before January 1, 2018. Net operating losses of $247,838 incurred in tax years beginning after January 1, 2018 will have an indefinite carryforward period. As of January 28, 2023, the Company had gross state net operating loss carryforward of $547,585 (tax effected net of federal benefit of $29,085) that may be used to reduce future state taxable income. The net operating loss carryforwards for state income tax purposes expire between 2028 and 2042. As of January 28, 2023, the Company had total deferred tax assets including net operating loss carryforwards, reduced for uncertain tax positions, of $129,556, of which $102,042 and $27,328 were attributable to federal and domestic state and local jurisdictions, respectively. The valuation allowance for deferred tax assets was $138,490 at January 28, 2023, increasing $11,850 from the valuation allowance for deferred tax assets of $126,640 at January 29, 2022. During fiscal 2022, the Company maintained a full valuation allowance on all deferred tax assets that have a definite life as the Company does not believe it is more likely than not that such deferred tax assets will be recognized. Indefinite-lived net operating losses have been recognized to the extent the Company believes they can be utilized against indefinite-lived deferred tax liabilities. Adjustments to the valuation allowance are made when there is a change in management's assessment of the amount of deferred tax assets that are realizable. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits, excluding interest and penalties, is as follows:
As of January 28, 2023 and January 29, 2022, the Company had unrecognized tax benefits in the amount of $556 and $556, respectively, which would not impact the Company's effective tax rate if recognized. The statute of limitations does not begin until the net operating losses are utilized. Therefore, the unrecognized tax benefit balance will remain the same until three years after the net operating losses are used to offset taxable income. In fiscal 2021, the Company released $1,748 of the prior reserve for uncertain tax positions that were not needed. As the Company maintains a full valuation allowance, this adjustment did not impact the provision for income taxes. The Company includes accrued interest and penalties on underpayments of income taxes in its income tax provision. As of January 28, 2023 and January 29, 2022, the Company did not have any interest and penalties accrued on its Consolidated Balance Sheets and no related provision or benefit was recognized in each of the Company's Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended January 28, 2023 and January 29, 2022. Interest is computed on the difference between the tax position recognized net of any unrecognized tax benefits and the amount previously taken or expected to be taken in the Company's tax returns. With limited exceptions, fiscal years February 1, 2020 through January 28, 2023 remain subject to examination. For years prior to 2020, adjustments can be made by the taxing authorities only to the extent of the net operating losses carried forward. |
Leases |
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Leases | Note 12. Leases The Company determines if a contract contains a lease at inception. The Company has operating leases for real estate (primarily retail stores, storage, and office spaces) some of which have initial terms of 10 years, and in many instances can be extended for an additional term, while the Company's more recent leases are subject to shorter terms as a result of the implementation of the strategy to pursue shorter lease terms. The Company will not include renewal options in the underlying lease term unless the Company is reasonably certain to exercise the renewal option. Substantially all of the Company's leases require a fixed annual rent, and most require the payment of additional rent if store sales exceed a negotiated amount. These percentage rent expenses are considered as variable lease costs and are recognized in the consolidated financial statements when incurred. In addition, the Company's real estate leases may also require additional payments for real estate taxes and other occupancy-related costs which it considers as non-lease components. ROU assets and operating lease liabilities are recognized based upon the present value of the future lease payments over the lease term. As the Company's leases do not provide an implicit borrowing rate, the Company uses an estimated incremental borrowing rate based upon a combination of market-based factors, such as market quoted forward yield curves and company specific factors, such as the Company's credit rating, lease size and duration to calculate the present value. The Company does not have any finance leases. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants. The weighted-average remaining lease term and weighted-average discount rate for our operating leases are 6.0 years and 6.4% as of January 28, 2023 and 6.0 years and 6.2% as of January 29, 2022. Total lease cost is included in SG&A expense in the accompanying Consolidated Statements of Operations and Comprehensive Income (Loss) and is recorded net of immaterial sublease income. Some leases have a non-cancelable lease term of less than one year and therefore, the Company has elected to exclude these short-term leases from the ROU asset and lease liabilities. Short term lease costs were immaterial for fiscal year ended January 28, 2023. The Company's lease cost is comprised of the following:
The operating lease cost for fiscal 2022 includes $4,090 of accelerated amortization and a $1,987 benefit from the release of operating lease liabilities associated with the wind down of the Rebecca Taylor business. See Note 2 "Wind Down of Rebecca Taylor Business" for additional information. Additionally, the operating lease cost for fiscal 2022 included a benefit of $532 for the correction of an error recorded within SG&A expenses related to various lease amendments signed during fiscal 2021 for certain Vince retail stores that were relocated during fiscal 2022, leading to an overstatement of the ROU assets and an overstatement of the lease obligations in fiscal 2021. The operating lease cost for fiscal 2021 included a benefit of $501 for the correction of an error recorded within SG&A expenses related to a lease amendment for a retail store location signed in April 2020. The amendment lowered the base rent for fiscal 2021 through fiscal 2023 which was not accounted for upon the signing of the agreement leading to an overstatement of the ROU asset related expenses and lease liability in the first quarter of fiscal 2020. Supplemental cash flow and non-cash information related to leases is as follows:
As of January 28, 2023, the future maturity of lease liabilities are as follows:
The operating lease payments do not include any renewal options as such leases are not reasonably certain of being renewed as of January 28, 2023 and do not include $11,497 legally binding minimum lease payments for leases signed but not yet commenced. |
Segment and Geographical Financial Information |
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Segment and Geographical Financial Information | Note 13. Segment and Geographical Financial Information The Company has identified three reportable segments, as further described below. Management considered both similar and dissimilar economic characteristics, internal reporting and management structures, as well as products, customers, and supply chain logistics to identify the following reportable segments: • Vince Wholesale segment—consists of the Company's operations to distribute Vince brand products to major department stores and specialty stores in the United States and select international markets; • Vince Direct-to-consumer segment—consists of the Company's operations to distribute Vince brand products directly to the consumer through its Vince branded full-price specialty retail stores, outlet stores, e-commerce platform, and its subscription service Vince Unfold; and • Rebecca Taylor and Parker segment—consisted of the Company's operations to distribute Rebecca Taylor and Parker brand products to high-end department and specialty stores in the U.S. and select international markets, directly to the consumer through their own branded e-commerce platforms and Rebecca Taylor retail and outlet stores, and through its subscription service Rebecca Taylor RNTD. On September 12, 2022, the Company announced its decision to wind down the Rebecca Taylor business. On December 22, 2022, the Company's indirectly wholly owned subsidiary, Rebecca Taylor, Inc., completed the sale of its intellectual property and certain related ancillary assets to RT IPCO, LLC, an affiliate of Ramani Group. See Note 2 "Wind Down of Rebecca Taylor Business" for further details. Substantially all Rebecca Taylor inventory was liquidated as of January 28, 2023. Additionally, all Rebecca Taylor retail and outlet stores operated by the Company were closed as of January 28, 2023 and the e-commerce site operated by the Company ceased in December 2022. On February 17, 2023, the Company's indirectly wholly owned subsidiary, Parker Lifestyle, LLC, completed the sale of its intellectual property and certain related ancillary assets to Parker IP Co. LLC, an affiliate of BCI Brands. See Note 15 "Subsequent Events" for additional information. The accounting policies of the Company's reportable segments are consistent with those described in Note 1 "Description of Business and Summary of Significant Accounting Policies." Unallocated corporate expenses are related to the Vince brand and are comprised of SG&A expenses attributable to corporate and administrative activities (such as marketing, design, finance, information technology, legal and human resource departments), and other charges that are not directly attributable to the Company's Vince Wholesale and Vince Direct-to-consumer reportable segments. Unallocated corporate assets are related to the Vince brand and are comprised of the carrying values of the Company's goodwill and tradename, and other assets that will be utilized to generate revenue for the Company's Vince Wholesale and Vince Direct-to-consumer reportable segments. Summary information for the Company's reportable segments is presented below.
(1) Net sales for the Rebecca Taylor and Parker reportable segment for fiscal 2022 consisted of $18,508 through wholesale distribution channels and $19,789 through direct-to-consumer distribution channels. (2) Vince Direct-to-consumer reportable segments includes a non-cash impairment charge of $1,014 related to property and equipment for fiscal 2022. See Note 1 "Description of Business and Summary of Significant Accounting Policies – (K) Impairment of Long-lived Assets" for additional information. (3) Rebecca Taylor and Parker reportable segment includes a non-cash impairment charge of $2,566, of which $1,700 is related to the Rebecca Taylor tradename and $866 is related to property and equipment for fiscal 2022. See Note 1 "Description of Business and Summary of Significant Accounting Policies – (K) Impairment of Long-lived Assets and (L) Goodwill and Other Intangible Assets" for additional information. Fiscal 2022 also includes a $1,620 gain associated with the sale of the Rebecca Taylor tradename as well as charges associated with the wind down of the Rebecca Taylor business. See Note 2 "Wind Down of Rebecca Taylor Business" for additional information. (4) Net sales for the Rebecca Taylor and Parker reportable segment for fiscal 2021 consisted of $24,465 through wholesale distribution channels and $14,681 through direct-to-consumer distribution channels. The Company is domiciled in the U.S. and as of January 28, 2023, had no significant international subsidiaries and therefore substantially all of the Company's sales originate in the U.S. As a result, net sales by destination are not provided. Additionally, substantially all long-lived assets, including property and equipment, are located in the U.S. |
Related Party Transactions |
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Jan. 28, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 14. Related Party Transactions Third Lien Credit Agreement On December 11, 2020, Vince, LLC entered into the $20,000 Third Lien Credit Facility pursuant to the Third Lien Credit Agreement, by and among Vince, LLC, as the borrower, SK Financial, as agent and lender, and other lenders from time-to-time party thereto. SK Financial is an affiliate of Sun Capital, whose affiliates own, as of January 28, 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 5 "Long-Term Debt and Financing Arrangements" for additional information. Tax Receivable Agreement VHC entered into a Tax Receivable Agreement with the Pre-IPO Stockholders on November 27, 2013. The Company and its former subsidiaries generated certain tax benefits (including NOLs and tax credits) prior to the Restructuring Transactions consummated in connection with the Company's IPO and will generate certain section 197 intangible deductions (the "Pre-IPO Tax Benefits"), which would reduce the actual liability for taxes that the Company might otherwise be required to pay. The Tax Receivable Agreement provides for payments to the Pre-IPO Stockholders in an amount equal to 85% of the aggregate reduction in taxes payable realized by the Company and its subsidiaries from the utilization of the Pre-IPO Tax Benefits (the "Net Tax Benefit"). For purposes of the Tax Receivable Agreement, the Net Tax Benefit equals (i) with respect to a taxable year, the excess, if any, of (A) the Company's liability for taxes using the same methods, elections, conventions and similar practices used on the relevant company return assuming there were no Pre-IPO Tax Benefits over (B) the Company's actual liability for taxes for such taxable year (the "Realized Tax Benefit"), plus (ii) for each prior taxable year, the excess, if any, of the Realized Tax Benefit reflected on an amended schedule applicable to such prior taxable year over the Realized Tax Benefit reflected on the original tax benefit schedule for such prior taxable year, minus (iii) for each prior taxable year, the excess, if any, of the Realized Tax Benefit reflected on the original tax benefit schedule for such prior taxable year over the Realized Tax Benefit reflected on the amended schedule for such prior taxable year; provided, however, that to the extent any of the adjustments described in clauses (ii) and (iii) were reflected in the calculation of the tax benefit payment for any subsequent taxable year, such adjustments shall not be taken into account in determining the Net Tax Benefit for any subsequent taxable year. To the extent that the Company is unable to make the payment under the Tax Receivable Agreement when due under the terms of the Tax Receivable Agreement for any reason, such payment would be deferred and would accrue interest at a default rate of LIBOR plus 500 basis points until paid, instead of the agreed rate of LIBOR plus 200 basis points per annum in accordance with the terms of the Tax Receivable Agreement. While the Tax Receivable Agreement is designed with the objective of causing the Company's annual cash costs attributable to federal, state and local income taxes (without regard to the Company's continuing 15% interest in the Pre-IPO Tax Benefits) to be the same as that which the Company would have paid had the Company not had the Pre-IPO Tax Benefits available to offset its federal, state and local taxable income, there are circumstances in which this may not be the case. In particular, the Tax Receivable Agreement provides that any payments by the Company thereunder shall not be refundable. In that regard, the payment obligations under the Tax Receivable Agreement differ from a payment of a federal income tax liability in that a tax refund would not be available to the Company under the Tax Receivable Agreement even if the Company were to incur a net operating loss for federal income tax purposes in a future tax year. Similarly, the Pre-IPO Stockholders will not reimburse the Company for any payments previously made if any tax benefits relating to such payments are subsequently disallowed, although the amount of any such tax benefits subsequently disallowed will reduce future payments (if any) otherwise owed to such Pre-IPO Stockholders. In addition, depending on the amount and timing of the Company's future earnings (if any) and on other factors including the effect of any limitations imposed on the Company's ability to use the Pre-IPO Tax Benefits, it is possible that all payments required under the Tax Receivable Agreement could become due within a relatively short period of time following consummation of the Company's IPO. If the Company had not entered into the Tax Receivable Agreement, the Company would be entitled to realize the full economic benefit of the Pre-IPO Tax Benefits to the extent allowed by federal, state, and local law. The Tax Receivable Agreement is designed with the objective of causing the Company's annual cash costs attributable to federal, state and local income taxes (without regard to the Company's continuing 15% interest in the Pre-IPO Tax Benefits) to be the same as the Company would have paid had the Company not had the Pre-IPO Tax Benefits available to offset its federal, state and local taxable income. As a result, stockholders who purchased shares in the IPO are not entitled to the economic benefit of the Pre-IPO Tax Benefits that would have been available if the Tax Receivable Agreement were not in effect, except to the extent of the Company's continuing 15% interest in the Pre-IPO Benefits. Additionally, the payments the Company makes to the Pre-IPO Stockholders under the Tax Receivable Agreement are not expected to give rise to any incidental tax benefits to the Company, such as deductions or an adjustment to the basis of the Company's assets. An affiliate of Sun Capital may elect to terminate the Tax Receivable Agreement upon the occurrence of a Change of Control (as defined below). In connection with any such termination, the Company is obligated to pay the present value (calculated at a rate per annum equal to LIBOR plus 200 basis points as of such date) of all remaining Net Tax Benefit payments that would be required to be paid to the Pre-IPO Stockholders from such termination date, applying the valuation assumptions set forth in the Tax Receivable Agreement (the "Early Termination Period"). "Change of control," as defined in the Tax Receivable Agreement shall mean an event or series of events by which (i) VHC shall cease directly or indirectly to own 100% of the capital stock of Vince, LLC; (ii) any "person" or "group" (as such terms are used in Section 13(d) and 14(d) of the Exchange Act), other than one or more permitted investors, shall be the "beneficial owner" (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of capital stock having more, directly or indirectly, than 35% of the total voting power of all outstanding capital stock of Vince Holding Corp. in the election of directors, unless at such time the permitted investors are direct or indirect "beneficial owners" (as so defined) of capital stock of Vince Holding Corp. having a greater percentage of the total voting power of all outstanding capital stock of VHC in the election of directors than that owned by each other "person" or "group" described above; (iii) for any reason whatsoever, a majority of the board of directors of VHC shall not be continuing directors; or (iv) a "Change of Control" (or comparable term) shall occur under (x) any term loan or revolving credit facility of VHC or its subsidiaries or (y) any unsecured, senior, senior subordinated or subordinated indebtedness of VHC or its subsidiaries, if, in each case, the outstanding principal amount thereof is in excess of $15,000. The Company may also terminate the Tax Receivable Agreement by paying the Early Termination Payment (as defined therein) to the Pre-IPO Stockholders. Additionally, the Tax Receivable Agreement provides that in the event that the Company breaches any material obligations under the Tax Receivable Agreement by operation of law as a result of the rejection of the Tax Receivable Agreement in a case commenced under the Bankruptcy Code, then the Early Termination Payment plus other outstanding amounts under the Tax Receivable Agreement shall become due and payable. The Tax Receivable Agreement will terminate upon the earlier of (i) the date all such tax benefits have been utilized or expired, (ii) the last day of the tax year including the tenth anniversary of the IPO Restructuring Transactions and (iii) the mutual agreement of the parties thereto, unless earlier terminated in accordance with the terms thereof. As of January 28, 2023, the Company's total obligation under the Tax Receivable Agreement was estimated to be $0 based on projected future pre-tax income. The obligation was originally recorded in connection with the IPO as an adjustment to additional paid-in capital on the Company's Consolidated Balance Sheet. Sun Capital Consulting Agreement On November 27, 2013, the Company entered into an agreement with Sun Capital Management to (i) reimburse Sun Capital Management Corp. ("Sun Capital Management") or any of its affiliates providing consulting services under the agreement for out-of-pocket expenses incurred in providing consulting services to the Company and (ii) provide Sun Capital Management with customary indemnification for any such services. The agreement is scheduled to terminate on November 27, 2023, the tenth anniversary of the Company's IPO. Under the consulting agreement, the Company has no obligation to pay Sun Capital Management or any of its affiliates any consulting fees other than those which are approved by a majority of the Company's directors that are not affiliated with Sun Capital. To the extent such fees are approved in the future, the Company will be obligated to pay such fees in addition to reimbursing Sun Capital Management or any of its affiliates that provide the Company services under the consulting agreement for all reasonable out-of-pocket fees and expenses incurred by such party in connection with the provision of consulting services under the consulting agreement and any related matters. Reimbursement of such expenses shall not be conditioned upon the approval of a majority of the Company's directors that are not affiliated with Sun Capital Management and shall be payable in addition to any fees that such directors may approve. Neither Sun Capital Management nor any of its affiliates are liable to the Company or the Company's affiliates, security holders or creditors for (1) any liabilities arising out of, related to, caused by, based upon or in connection with the performance of services under the consulting agreement, unless such liability is proven to have resulted directly and primarily from the willful misconduct or gross negligence of such person or (2) pursuing any outside activities or opportunities that may conflict with the Company's best interests, which outside activities the Company consents to and approves under the consulting agreement, and which opportunities neither Sun Capital Management nor any of its affiliates will have any duty to inform the Company of. In no event will the aggregate of any liabilities of Sun Capital Management or any of its affiliates exceed the aggregate of any fees paid under the consulting agreement. In addition, the Company is required to indemnify Sun Capital Management, its affiliates and any successor by operation of law against any and all liabilities, whether or not arising out of or related to such party's performance of services under the consulting agreement, except to the extent proven to result directly and primarily from such person's willful misconduct or gross negligence. The Company is also required to defend such parties in any lawsuits which may be brought against such parties and advance expenses in connection therewith. In the case of affiliates of Sun Capital Management that have rights to indemnification and advancement from affiliates of Sun Capital, the Company agrees to be the indemnitor of first resort, to be liable for the full amounts of payments of indemnification required by any organizational document of such entity or any agreement to which such entity is a party, and that the Company will not make any claims against any affiliates of Sun Capital Partners for contribution, subrogation, exoneration or reimbursement for which they are liable under any organizational documents or agreement. Sun Capital Management may, in its sole discretion, elect to terminate the consulting agreement at any time. The Company may elect to terminate the consulting agreement if SCSF Cardinal, Sun Cardinal, or any of their respective affiliates' aggregate ownership of the Company's equity securities falls below 30%. During fiscal 2022 and fiscal 2021, the Company incurred expenses of $12 and $16, respectively, under the Sun Capital Consulting Agreement. Indemnification Agreements The Company has entered into indemnification agreements with each of its executive officers and directors. The indemnification agreements provide the executive officers and directors with contractual rights to indemnification, expense advancement and reimbursement, to the fullest extent permitted under the Delaware General Corporation Law. Amended and Restated Certificate of Incorporation The Company's amended and restated certificate of incorporation provides that for so long as affiliates of Sun Capital own 30% or more of the Company's outstanding shares of common stock, Sun Cardinal, a Sun Capital affiliate, has the right to designate a majority of the Company's board of directors. For so long as Sun Cardinal has the right to designate a majority of the Company's board of directors, the directors designated by Sun Cardinal may constitute a majority of each committee of the Company's board of directors (other than the Audit Committee), and the chairman of each of the committees (other than the Audit Committee) may be a director serving on the committee who is selected by affiliates of Sun Capital, provided that, at such time as the Company is not a "controlled company" under the NYSE corporate governance standards, the Company's committee membership will comply with all applicable requirements of those standards and a majority of the Company's board of directors will be "independent directors," as defined under the rules of the NYSE, subject to any applicable phase in requirements. |
Subsequent Events |
12 Months Ended |
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Jan. 28, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15. Subsequent Events Sale of Parker Intellectual Property On February 17, 2023, the Company's indirectly wholly owned subsidiary, Parker Lifestyle, LLC, completed the sale of its intellectual property and certain related ancillary assets to Parker IP Co. LLC, an affiliate of BCI Brands for $1,025. The Company recognized a gain of $765 on the sale. Net cash proceeds from the sale were used to repay $838 of borrowings under the Term Loan Credit Facility. Intellectual Property Asset Purchase Agreement On April 21, 2023, Vince, LLC, a Delaware limited liability company ("Seller") and wholly owned indirect subsidiary of Vince Holding Corp., a Delaware corporation (the "Company") entered into an Intellectual Property Asset Purchase Agreement (the "Asset Purchase Agreement"), by and among Seller, ABG-Viking, LLC, a newly formed Delaware limited liability company ("ABG Vince" or "Buyer") and an indirect subsidiary of Authentic Brands Group, LLC, a Delaware corporation ("Authentic"), the Company and ABG Intermediate Holdings 2 LLC, a Delaware limited liability company ("ABG Intermediate"). The Asset Purchase Agreement provides that Vince, LLC shall sell, transfer, assign and deliver to ABG Vince on the Closing Date (as such term is defined in the Asset Purchase Agreement) all of Vince, LLC's right, title and interest in and to its intellectual property assets related to the business operated under the VINCE brand (the "Vince Business") of Vince, LLC in exchange for Buyer paying to Seller aggregate consideration consisting of (i) Buyer making a cash payment to Seller equal to $76,500 (the "Cash Consideration") and (ii) Buyer issuing units of Buyer to Seller representing a 25% ownership stake in Buyer (the "Seller Units" or the "Equity Consideration") (the "Asset Sale"). The Cash Consideration generated by the Asset Sale is expected to be used to prepay in full Vince, LLC's existing Term Loan Credit Facility and to repay a portion of the outstanding borrowings under Vince, LLC's 2018 Revolving Credit Facility. The Company expects to close the Asset Sale in May 2023. The Company would be subject to a prepayment penalty fee and other fees and expenses relating to the Asset Sale and the Second Amendment to the ABL Credit Agreement discussed below. The consummation of the Asset Sale is subject to the satisfaction or waiver of a number of conditions on or prior to the Closing, including: the approval of the Asset Sale by the Company's stockholders; the Company's performance and satisfaction of obligations under the Asset Purchase Agreement, including delivery of required documents; that the representations or warranties made in connection with the Asset Purchase Agreement remain true and correct to the extent specified therein; that no material adverse effect has occurred; and that there is no order preventing the transactions contemplated by the Asset Purchase Agreement. Second Amendment to ABL Credit Agreement On April 21, 2023, Vince, LLC entered into 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, 2023, 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 Bank, N.A. (in its individual capacity, "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 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, 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 effectiveness of the amendments set forth above is subject to the satisfaction or waiver of certain conditions, including, without limitation, the contemporaneous consummation of the Asset Sale, prepayment of the Term Loan Credit Facility in full and other transactions contemplated by the Asset Purchase Agreement. Third Amendment to Third Lien Credit Agreement On April 21, 2023, Vince, LLC entered into 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 effectiveness of the amendments set forth above is subject to the satisfaction or waiver of certain conditions, including, without limitation, the consummation of the Asset Sale, prepayment of the Term Loan Credit Facility in full and other transactions contemplated by the Asset Purchase Agreement. |
Schedule II Valuation and Qualifying Accounts |
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Schedule II Valuation and Qualifying Accounts | SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS (In thousands)
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Description of Business and Summary of Significant Accounting Policies (Policies) |
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Jan. 28, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Description of Business | (A) Description of Business: The Company is a global contemporary group, and during fiscal 2022 and fiscal 2021 it consisted of three brands: Vince, Rebecca Taylor, and Parker. Vince, established in 2002, is a leading global luxury apparel and accessories brand best known for creating elevated yet understated pieces for every day effortless style. Rebecca Taylor, founded in 1996 in New York City, is a contemporary womenswear line lauded for its signature prints, romantic detailing and vintage inspired aesthetic, reimagined for a modern era. Parker, founded in 2008 in New York City, is a contemporary women's fashion brand that is trend focused. During the first half of fiscal 2020 the Company decided to pause the creation of new products for the Parker brand to focus resources on the operations of the Vince and Rebecca Taylor brands. On September 12, 2022, the Company announced its decision to wind down the Rebecca Taylor business. On December 22, 2022, the Company's indirectly wholly owned subsidiary, Rebecca Taylor, Inc., completed the sale of its intellectual property and certain related ancillary assets to RT IPCO, LLC, an affiliate of Ramani Group. See Note 2 "Wind Down of Rebecca Taylor Business" for further details. 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 15 "Subsequent Events" for additional information. 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 a 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 Cash Consideration generated by the Asset Sale (as defined below) is expected to be 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). The Company expects to close the Asset Sale in May 2023. 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 will be effective upon the closing of the Asset Sale. See Note 15 "Subsequent Events" for additional information. The Company reaches its customers through a variety of channels, specifically through major wholesale department stores and specialty stores in the United States ("U.S.") and select international markets, as well as through the Company's branded retail locations and the Company's websites. The Company designs products in the U.S. and sources the vast majority of products from contract manufacturers outside the U.S., primarily in Asia. Products are manufactured to meet the Company's product specifications and labor standards. |
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Basis of Presentation | (B) Basis of Presentation: The accompanying consolidated financial statements have been prepared in conformity with U.S. Generally Accepted Accounting Principles ("GAAP") and the rules and regulations of the U.S. Securities and Exchange Commission ("SEC"). The consolidated financial statements include the Company's accounts and the accounts of the Company's wholly-owned subsidiaries as of January 28, 2023. All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the financial statements contain all adjustments (consisting solely of normal recurring adjustments) and disclosures necessary for a fair presentation. |
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Fiscal Year | (C) Fiscal Year: The Company operates on a fiscal calendar widely used by the retail industry that results in a given fiscal year consisting of a 52 or 53-week period ending on the Saturday closest to January 31. • References to "fiscal year 2022" or "fiscal 2022" refer to the fiscal year ended January 28, 2023; and • References to "fiscal year 2021" or "fiscal 2021" refer to the fiscal year ended January 29, 2022. Fiscal years 2022 and 2021 consisted of a 52-week period. |
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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 9 "Stockholders' Equity" for further information). The Company's primary cash needs are funding working capital requirements, meeting debt service requirements and capital expenditures for new stores and related leasehold improvements. The most significant components of the Company's working capital are cash and cash equivalents, accounts receivable, inventories, accounts payable and other current liabilities. Our recent financial results have been, and our future financial results may be, subject to substantial fluctuations, and may be impacted by business conditions and macroeconomic factors as discussed below. While these potential fluctuations of our results introduce inherent uncertainty in our projections of liquidity, based on our current expectations, during the next twelve months from the date these financial statements are issued, we expect to maintain Excess Availability (as defined in the Revolving Credit Facility Agreement) minimally above the required threshold to meet our monthly Excess Availability covenant under our credit facilities and believe that our other sources of liquidity will generate sufficient cash flows to meet our operating obligations during this twelve month period. The foregoing expectation is dependent on a number of factors, including, among others, our ability to generate sufficient cash flow from operations, our ongoing ability to manage our operating obligations, the results of any future inventory valuations and potential borrowing restrictions imposed by our lenders based on their credit judgment, which could materially and negatively impact our borrowing capacity, the wind down of the Rebecca Taylor business, as well as macroeconomic factors such as the rising costs and inflationary impacts on our customers, residual effect of the COVID-19 pandemic and the armed conflict between Ukraine and Russia. Any material negative impact from these factors or others could require us to implement alternative plans to satisfy our liquidity needs which may be unsuccessful. In the event that we are unable to timely service our debt, meet other contractual payment obligations or fund our other liquidity needs, we may need to refinance all or a portion of our indebtedness before maturity, seek waivers of or amendments to our contractual obligations for payment, reduce or delay scheduled expansions and capital expenditures, liquidate inventory through additional discounting, sell material assets or operations or seek other financing opportunities. Upon closing of the Authentic Transaction, and the consummation of the amendments in the Second Amendment to ABL Credit Agreement, as discussed above, the Company expects to strengthen its overall liquidity position and increase its working capital by prepaying in full the outstanding borrowings under Vince, LLC's Term Loan Credit Facility and to repay a portion of the outstanding borrowings under Vince, LLC's 2018 Revolving Credit Facility. |
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COVID 19 | (E) COVID-19: The spread of the coronavirus ("COVID-19"), which was declared a pandemic by the World Health Organization in March 2020, remains highly volatile and continues to evolve. In response, we implemented various measures to effectively manage our business as well as the impacts from the COVID-19 pandemic, including (i) serving our customers through our online e-commerce websites during the periods in which we were forced to shut down retail locations or operate with reduced shopping hours, alongside other retailers, including our wholesale partners, in accordance with state and local regulations related to the COVID-19 pandemic; (ii) engaging with our lenders to provide additional liquidity and increased operational flexibility; (iii) temporarily reducing retained employee salaries and suspending board retainer fees; (iv) engaging with our landlords to address the operating environment throughout the COVID-19 pandemic, including amending existing lease terms; and (v) streamlining our expense structure and carefully managing operational initiatives to align with the business environment and sales opportunities. The unpredictable nature of the COVID-19 pandemic could negatively affect the outcome of the measures intended to address its impact and/or our current expectations of our future business performance. |
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Use of Estimates | (F) Use of Estimates: The preparation of consolidated financial statements in conformity with GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements which affect revenues and expenses during the period reported. Estimates are adjusted when necessary to reflect actual experience. Significant estimates and assumptions may affect many items in the financial statements. Actual results could differ from estimates and assumptions in amounts that may be material to the consolidated financial statements. |
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Cash and cash equivalents | (G) Cash and cash equivalents: All demand deposits and highly liquid short-term deposits with original maturities of three months or less are considered cash equivalents. |
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Accounts Receivable and Concentration of Credit Risk | (H) Accounts Receivable and Concentration of Credit Risk: The Company maintains an allowance for accounts receivable estimated to be uncollectible. The provision for bad debts is included in Selling, general and administrative ("SG&A") expense. Substantially all of the Company's trade receivables are derived from sales to retailers and are recorded at the invoiced amount and do not bear interest. The Company performs ongoing credit evaluations of its wholesale partners' financial condition and requires collateral as deemed necessary. The past due status of a receivable is based on its contractual terms. Account balances are charged off against the allowance when it is probable the receivable will not be collected. Accounts receivable are recorded net of allowances including expected future chargebacks from wholesale partners and estimated margin support. It is the nature of the apparel and fashion industry that suppliers similar to the Company face significant pressure from customers in the retail industry to provide allowances to compensate for wholesale partner margin shortfalls. This pressure often takes the form of customers requiring the Company to provide price concessions on prior shipments as a prerequisite for obtaining future orders. Pressure for these concessions is largely determined by overall retail sales performance and, more specifically, the performance of the Company's products at retail. To the extent the Company's wholesale partners have more of the Company's goods on hand at the end of the season, there will be greater pressure for the Company to grant markdown concessions on prior shipments. Accounts receivable balances are reported net of expected allowances for these matters based on the historical level of concessions required and estimates of the level of markdowns and allowances that will be required in the coming season. The Company evaluates the allowance balances on a continual basis and adjusts them as necessary to reflect changes in anticipated allowance activity. The Company also provides an allowance for sales returns based on known trends and historical return rates. In fiscal 2022, sales to one wholesale partner accounted for more than ten percent of the Company's net sales. These sales represented 16% of fiscal 2022 net sales. In fiscal 2021, sales to one wholesale partner accounted for more than ten percent of the Company's net sales. These sales represented 20% of fiscal 2021 net sales. One wholesale partner represented greater than ten percent of the Company's gross accounts receivable balance as of January 28, 2023, with a corresponding aggregate total of 39% of such balance. Three wholesale partners each represented greater than ten percent of the Company's gross accounts receivable balance as of January 29, 2022, with a corresponding aggregate total of 63% of such balance. |
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Inventories | (I) Inventories: Inventories are stated at the lower of cost or net realizable value. Cost is determined on the first-in, first-out basis. The cost of inventory includes purchase cost as well as sourcing, transportation, duty, and other processing costs associated with acquiring, importing, and preparing inventory for sale. Inventory costs are included in cost of products sold at the time of their sale. Product development costs are expensed in SG&A expense when incurred. Inventory values are reduced to net realizable value when there are factors indicating that certain inventories will not be sold on terms sufficient to recover their cost. Inventories consisted of finished goods. As of January 28, 2023 and January 29, 2022 finished goods, net of reserves were $90,008 and $78,564, respectively. The Company has two major suppliers that accounted for approximately 38% of inventory purchases for fiscal 2022. Amounts due to these suppliers were $7,097 and were included in Accounts payable in the Consolidated Balance Sheet as of January 28, 2023. The Company has two major suppliers that accounted for approximately 42% of inventory purchases for fiscal 2021. Amounts due to these suppliers were $2,677 and were included in Accounts payable in the Consolidated Balance Sheet as of January 29, 2022. |
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Property and Equipment | (J) Property and Equipment: Property and equipment are stated at cost. Depreciation is computed on the straight-line method over estimated useful lives of to ten years for furniture, fixtures, and equipment. Leasehold improvements are depreciated on the straight-line basis over the shorter of their estimated useful lives or the lease term, excluding renewal terms. Capitalized software is depreciated on the straight-line basis over the estimated economic useful life of the software, generally to seven years. Maintenance and repair costs are charged to earnings while expenditures for major renewals and improvements are capitalized. Upon the disposition of property and equipment, the accumulated depreciation is deducted from the original cost and any gain or loss is reflected in current earnings. Property and equipment consisted of the following:
Depreciation expense was $7,104 and $5,644 for fiscal 2022 and fiscal 2021, respectively. |
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Impairment of Long-lived Assets | (K) Impairment of Long-lived Assets: The Company reviews long-lived assets which consist of property and equipment, operating lease assets and intangible assets with a finite life for impairment when the existence of facts and circumstances indicate that the useful life is shorter than previously estimated or that the carrying amount of the asset groups to which these assets relate may not be recoverable. The asset group is defined as the lowest level for which identifiable cash flows are available and largely independent of the cash flows of other groups of assets, which for our retail stores is at the store level. Recoverability of these assets is evaluated by comparing the carrying value of the asset group with its estimated future undiscounted cash flows. The recoverability assessment is dependent on a number of factors, including estimates of future growth and profitability, as well as other variables. If the comparisons indicate that the value of the asset is not recoverable, an impairment loss is calculated as the difference between the carrying value and the fair value of the assets within the asset group and the loss is recognized during that period. The fair value of the operating lease right-of-use assets is determined from the perspective of a market participant considering various factors. The judgments and assumptions used in determining the fair value of the operating lease right-of-use assets were the current comparable market rents for similar properties and a store discount rate. The fair value of the property and equipment was based on its estimated liquidation value. The estimates regarding recoverability and fair value can be affected by factors such as future store results, real estate demand, store closure plans, and economic conditions that can be difficult to predict. During fiscal 2022, the Company recorded non-cash asset impairment charges of $1,880, within Impairment of long-lived assets on the Consolidated Statements of Operations and Comprehensive Income (Loss), related to the impairment of property and equipment for certain Vince and Rebecca Taylor retail locations as the carrying values were determined not to be recoverable. The carrying amounts of these assets were adjusted to their estimated fair values. |
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Goodwill and Other Intangible Assets | (L) Goodwill and Other Intangible Assets: Goodwill and other indefinite-lived intangible assets are tested for impairment at least annually and in an interim period if a triggering event occurs. As discussed in further detail below, the Company determined that a triggering event occurred in the Rebecca Taylor and Parker segment during the second quarter of fiscal 2022. Goodwill is not allocated to the Company's operating segments in the measure of segment assets regularly reported to and used by management, however goodwill is allocated to operating segments (goodwill reporting units) for the purpose of the annual impairment test for goodwill. Goodwill represents the excess of the cost of acquired businesses over the fair market value of the identifiable net assets. As of January 28, 2023, the indefinite-lived intangible asset is the Vince tradename. On September 12, 2022, the Company announced its decision to wind down the Rebecca Taylor business. Therefore, the Company determined that the indefinite life classification was no longer appropriate for the Rebecca Taylor tradename and began amortizing the Rebecca Taylor tradename in the third quarter of fiscal 2022. Amortization of the Rebecca Taylor tradename ceased upon classification as held for sale in the third quarter of fiscal 2022. On December 22, 2022, the Company completed the sale of the Rebecca Taylor tradename and certain related ancillary assets to RT IPCO, LLC, an affiliate of Ramani Group. See Note 2 "Wind Down of Rebecca Taylor Business" for further information. Additionally, during the third quarter of fiscal 2022, the Parker tradename was classified as held for sale and amortization ceased. As of January 28, 2023, Assets held for sale on the Consolidated Balance Sheets represents $260 related to the Parker tradename. Prior to its classification as held for sale, the Parker tradename intangible asset was being amortized on a straight-line basis over 10 years. On February 17, 2023, the Company completed the sale of the Parker tradename and certain related ancillary assets to Parker IP Co. LLC, an affiliate of BCI Brands. See Note 15 "Subsequent Events" for further information. An entity may elect to perform a qualitative impairment assessment for goodwill and indefinite-lived intangible assets. If adverse qualitative trends are identified during the qualitative assessment that indicate that it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than its carrying amount, a quantitative impairment test is required. "Step one" of the quantitative impairment test for goodwill requires an entity to determine the fair value of each reporting unit and compare such fair value to the respective carrying amount. If the estimated fair value of the reporting unit exceeds the carrying value of the net assets assigned to that reporting unit, goodwill is not impaired, and the Company is not required to perform further testing. If the carrying amount of the reporting unit exceeds its estimated fair value, an impairment loss is recorded for the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The goodwill impairment test is dependent on a number of factors, including estimates of projected revenues, EBITDA margins, long-term growth rates, working capital and discount rates. The Company bases its estimates on assumptions it believes to be reasonable, but which are unpredictable and inherently uncertain. Actual future results may differ from those estimates. The Company estimates the fair value of the tradename intangible assets using a discounted cash flow valuation analysis, which is based on the "relief from royalty" methodology. This methodology assumes that in lieu of ownership, a third party would be willing to pay a royalty in order to exploit the related benefits of these types of assets. The relief from royalty approach is dependent on a number of factors, including estimates of projected revenues, royalty rates in the category of intellectual property and discount rates. The Company bases its fair value estimates on assumptions it believes to be reasonable, but which are unpredictable and inherently uncertain. Actual future results may differ from those estimates. The Company recognizes an impairment loss when the estimated fair value of the tradename intangible asset is less than the carrying value. An entity may pass on performing the qualitative assessment for a reporting unit or indefinite-lived intangible asset and directly perform the quantitative assessment. This determination can be made on an asset by asset basis, and an entity may resume performing a qualitative assessment in subsequent periods. Determining the fair value of goodwill and other intangible assets is judgmental in nature and requires the use of significant estimates and assumptions, including projected revenues, EBITDA margins, long-term growth rates, working capital, royalty rates in the category of intellectual property, discount rates and future market conditions, among others. It is possible that estimates of future operating results could change adversely and impact the evaluation of the recoverability of the carrying value of goodwill and intangible assets and that the effect of such changes could be material. During the second quarter of fiscal 2022, the Company determined that a triggering event had occurred in the Rebecca Taylor and Parker segment as a result of changes to the Company's long-term projections. The Company performed an interim quantitative impairment assessment of the Rebecca Taylor tradename utilizing the relief from royalty valuation approach. The Company estimated the fair value of the Rebecca Taylor tradename intangible asset and determined that the fair value of the Rebecca Taylor tradename was below its carrying amount. Accordingly, the Company recorded an impairment charge for the Rebecca Taylor tradename intangible asset of $1,700, which was recorded within Impairment of intangible assets on the Consolidated Statement of Operations and Comprehensive Income (Loss) in fiscal 2022. In both fiscal 2022 and fiscal 2021, the Company performed its annual impairment test during the fourth quarter. The fair value of the Company's Vince Wholesale reporting unit was estimated using a combination of the income approach (the discounted cash flows method) and the market approach (guideline public company method). In fiscal 2022, the Company elected to perform a quantitative impairment test on goodwill allocated to the Company's Vince Wholesale reporting unit. The results of the quantitative test did not result in any impairment because the fair value of the Company's Vince Wholesale reporting unit exceeded its carrying value. In fiscal 2021, the Company elected to perform a quantitative impairment test on goodwill allocated to the Company's Vince Wholesale reporting unit. The results of the quantitative test did not result in any impairment because the fair value of the Company's Vince Wholesale reporting unit exceeded its carrying value. Goodwill was $31,973 as of both January 28, 2023 and January 29, 2022. In the fourth quarter of fiscal 2022, the Company elected to perform a quantitative impairment test on its Vince tradename indefinite-lived intangible asset. The results of the quantitative test did not result in any impairment because the fair value of the Company's Vince tradename intangible asset exceeded its carrying value. In the fourth quarter of fiscal 2021, the Company elected to perform a quantitative impairment test on its Vince and Rebecca Taylor tradename intangible assets. The results of the quantitative test did not result in any impairment because the fair value of the Company's Vince tradename and Rebecca Taylor tradename intangible assets exceeded their carrying values. Indefinite-lived tradename intangible assets were $67,100 and $71,800 as of January 28, 2023 and January 29, 2022, respectively, which is included within Intangible assets, net in the Consolidated Balance Sheets. The finite-lived intangible assets as of January 28, 2023 is comprised of Vince customer relationships which are being amortized on a straight-line basis over their useful lives of 20 years. See Note 3 "Goodwill and Intangible Assets" for more information on the details surrounding goodwill and intangible assets. |
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Deferred Financing Costs | (M) Deferred Financing Costs: Deferred financing costs, such as underwriting, financial advisory, professional fees, and other similar fees are capitalized and recognized in interest expense over the contractual life of the related debt instrument using the straight-line method, as this method results in recognition of interest expense that is materially consistent with that of the effective interest method. |
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Leases | (N) Leases: The Company determines if a contract contains a lease at inception. The Company leases various office spaces, showrooms and retail stores. Although the Company's more recent leases are subject to shorter terms as a result of the implementation of the strategy to pursue shorter lease terms, some of the Company's leases have initial terms of 10 years, and in many instances can be extended for an additional term. The Company will not include renewal options in the underlying lease term unless the Company is reasonably certain to exercise the renewal option. Substantially all of the Company's leases require a fixed annual rent, and most require the payment of additional rent if store sales exceed a negotiated amount. These percentage rent expenses are considered as variable lease costs and are recognized in the consolidated financial statements when incurred. In addition, the Company's real estate leases may also require additional payments for real estate taxes and other occupancy-related costs which it considers as non-lease components. Operating lease right-of-use ("ROU") assets and operating lease liabilities are recognized based upon the present value of the future lease payments over the lease term. As the Company's leases do not provide an implicit borrowing rate, the Company uses an estimated incremental borrowing rate based upon a combination of market-based factors, such as market quoted forward yield curves and company specific factors, such as the Company's credit rating, lease size and duration to calculate the present value. |
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Revenue Recognition | (O) Revenue Recognition: The Company recognizes revenue when performance obligations identified under the terms of contracts with its customers are satisfied, which generally occurs upon the transfer of control in accordance with the contractual terms and conditions of the sale. Sales are recognized when the control of the goods are transferred to the customer for the Company's wholesale business, upon receipt by the customer for the Company's e-commerce business, and at the time of sale to the consumer for the Company's retail business. See Note 13 "Segment and Geographical Financial Information" for disaggregated revenue amounts by segment. The net sales for fiscal 2021 included a correction of an error of $758 of revenue associated with a new customer arrangement that started in fiscal 2020 and was not accounted for properly, resulting in an understatement of revenue in fiscal 2020. Revenue associated with gift cards is recognized upon redemption and unredeemed balances are considered a contract liability and recorded within other accrued expenses, which are subject to escheatment within the jurisdictions in which it operates. As of January 28, 2023 and January 29, 2022, the contract liability was $1,617 and $1,739, respectively. In fiscal 2022, the Company recognized $302 of revenue that was previously included in the contract liability as of January 29, 2022. Amounts billed to customers for shipping and handling costs are not material. Such shipping and handling costs are accounted for as a fulfillment cost and are included in cost of products sold. Sales taxes that are collected by the Company from a customer are excluded from revenue. Sales are measured as the amount of consideration the Company expects to receive in exchange for transferring goods, which includes estimates for variable consideration. Variable consideration mainly includes discounts, chargebacks, markdown allowances, cooperative advertising programs, and sales returns. Estimated amounts of discounts, chargebacks, markdown allowances, cooperative advertising programs, and sales returns are accounted for as reductions of sales when the associated sale occurs. These estimated amounts are adjusted periodically based on changes in facts and circumstances when the changes become known. On the Company's consolidated balance sheet, reserves for sales returns are included within other accrued liabilities, and the value of inventory associated with reserves for sales returns are included in prepaid expenses and other current assets. The Company continues to estimate the amount of sales returns based on known trends and historical return rates. |
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Cost of Products Sold | (P) Cost of Products Sold: The Company's cost of products sold and gross margins may not necessarily be comparable to that of other entities as a result of different practices in categorizing costs. The primary components of the Company's cost of products sold are as follows: • the cost of purchased merchandise, including raw materials; • the cost of inbound transportation, including freight; • the cost of the Company's production and sourcing departments; • other processing costs associated with acquiring and preparing the inventory for sale; and •
shrink and valuation reserves. |
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Marketing and Advertising | (Q) Marketing and Advertising: The Company provides cooperative advertising allowances to certain of its customers. These allowances are accounted for as reductions in sales as discussed in "Revenue Recognition" above. Production expense related to company-directed advertising is deferred until the first time at which the advertisement runs. All other expenses related to company-directed advertising are expensed as incurred. Marketing and advertising expense recorded in SG&A expenses was $15,339 and $16,287 in fiscal 2022 and fiscal 2021, respectively. At January 28, 2023 and January 29, 2022, deferred production expenses associated with company-directed advertising were $340 and $443, respectively. |
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Share-Based Compensation | (R) Share-Based Compensation: New, modified and unvested share-based payment transactions with employees, such as stock options and restricted stock units, are measured at fair value and recognized as compensation expense over the requisite service period and is included as a component of SG&A expenses in the Consolidated Statements of Operations and Comprehensive Income (Loss). Forfeitures are accounted for as they occur. |
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Income Taxes | (S) Income Taxes: The Company accounts for income taxes using the asset and liability method. Under this method, deferred tax assets and liabilities are recognized for the future tax consequences of temporary differences between the carrying amounts and tax bases of assets and liabilities at enacted rates. The Company assesses the likelihood of the realization of deferred tax assets and adjusts the carrying amount of these deferred tax assets by a valuation allowance to the extent the Company believes it more likely than not that all or a portion of the deferred tax assets will not be realized. Many factors are considered when assessing the likelihood of future realization of deferred tax assets, including recent earnings results within taxing jurisdictions, expectations of future taxable income, the carryforward periods available and other relevant factors. Changes in the required valuation allowance are recorded in income in the period such determination is made. The Company recognizes tax positions in the Consolidated Balance Sheets as the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement with tax authorities assuming full knowledge of the position and all relevant facts. Accrued interest and penalties related to unrecognized tax benefits are included in income taxes in the Consolidated Statements of Operations and Comprehensive Income (Loss). |
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Earnings (Loss) Per Share | (T) Earnings (Loss) Per Share: Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Except when the effect would be anti-dilutive, diluted earnings per share is calculated based on the weighted average number of shares of common stock outstanding plus the dilutive effect of share-based awards calculated under the treasury stock method. |
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Recent Accounting Pronouncements | (U) Recent Accounting Pronouncements: Except as noted below, the Company has considered all recent accounting pronouncements and has concluded that there are no recent accounting pronouncements that may have a material impact on its Consolidated Financial Statements, based on current information. Recently Issued Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13: "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments". The ASU requires an impairment model (known as the current expected credit loss ("CECL") model) that is based on expected losses rather than incurred losses. Under the new guidance, each reporting entity should estimate an allowance for expected credit losses, which is intended to result in more timely recognition of losses. The new standard applies to trade receivables arising from revenue transactions. Under Accounting Standards Codification 606, revenue is recognized when, among other criteria, it is probable that an entity will collect the consideration it is entitled to when goods or services are transferred to a customer. When trade receivables are recorded, they become subject to the CECL model and estimates of expected credit losses on trade receivables over their contractual life will be required to be recorded at inception based on historical information, current conditions, and reasonable and supportable forecasts. This guidance is effective for smaller reporting companies for annual periods beginning after December 15, 2022, including the interim periods in the year. Early adoption is permitted. Management does not expect the impact of this ASU to have a material impact on its consolidated financial statements. |
Description of Business and Summary of Significant Accounting Policies (Tables) |
12 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jan. 28, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Property and Equipment | Property and equipment consisted of the following:
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Wind Down of Rebecca Taylor Business (Tables) |
12 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jan. 28, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Discontinued Operations and Disposal Groups [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Rebecca Taylor Wind-Down Related Charges | The following table presents a summary of Rebecca Taylor wind down related charges, reported within the Rebecca Taylor and Parker segment, incurred for fiscal 2022:
(1) Employee termination costs, net are primarily related to severance and were recorded within Other accrued expenses on the Consolidated Balance Sheets. Substantially all severance costs have been paid by the end of fiscal 2022. |
Goodwill and Intangible Assets (Tables) |
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Jan. 28, 2023 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Net Goodwill Balances | Net goodwill balances and changes therein by segment were as follows:
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Summary of Identifiable Intangible Assets | The following tables present a summary of identifiable intangible assets:
(1) During the third quarter of fiscal 2022, the Parker tradename was classified as held for sale and amortization ceased. (2) This table excludes the Rebecca Taylor tradename. On September 12, 2022, the Company announced its decision to wind down the Rebecca Taylor business. Therefore, the Company determined that the indefinite life classification was no longer appropriate for the Rebecca Taylor tradename and began amortizing the Rebecca Taylor tradename in the third quarter of fiscal 2022. Amortization of the Rebecca Taylor tradename ceased upon classification as held for sale in the third quarter of fiscal 2022. On December 22, 2022, the Company completed the sale of the Rebecca Taylor tradename and certain related ancillary assets to RT IPCO, LLC, an affiliate of Ramani Group. See Note 2 "Wind Down of Rebecca Taylor Business" for further information.
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Schedule of Expected Amortization Expense for Identifiable Intangible Assets | Amortization of identifiable intangible assets was $1,139 and $656 for fiscal 2022 and fiscal 2021, respectively, which is included in SG&A expenses on the Consolidated Statements of Operations and Comprehensive Income (Loss). Amortization expense for each of the fiscal years 2023 to 2027 is expected to be as follows:
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Fair Value Measurements (Tables) |
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Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Non-Financial Assets Measured at Fair Value on Nonrecurring Basis | The following table presents the non-financial assets the Company measured at fair value on a non-recurring basis in fiscal 2022, based on such fair value hierarchy. There were no losses on these non-financial assets taken in fiscal 2021.
(1) Recorded within Impairment of long-lived assets on the Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 1 "Description of Business and Summary of Significant Accounting Policies – (K) Impairment of Long-lived Assets" for additional information. (2) Recorded within Impairment of intangible assets on the Consolidated Statements of Operations and Comprehensive Income (Loss). On December 22, 2022, the Company's indirectly wholly owned subsidiary, Rebecca Taylor, Inc., completed the sale of its intellectual property and certain related ancillary assets to RT IPCO, LLC, an affiliate of Ramani Group. See Note 1 "Description of Business and Summary of Significant Accounting Policies – (L) Goodwill and Other Intangible Assets" and Note 2 "Wind Down of Rebecca Taylor Business" for additional information. |
Long-Term Debt and Financing Arrangements (Tables) |
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Debt Instrument [Line Items] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Debt Obligations | Debt obligations consisted of the following:
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Term Loan Credit Facility [Member] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Schedule of Maturities of Term Loan Credit Facility | Scheduled maturities of the Term Loan Credit Facility are as follows:
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Share-Based Compensation (Tables) |
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Jan. 28, 2023 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Share-Based Payment Arrangement [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Stock Option Activity | A summary of stock option activity for fiscal 2022 is as follows:
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Schedule of Restricted Stock Units Activity | A summary of restricted stock unit activity for fiscal 2022 is as follows:
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Earnings Per Share (Tables) |
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Jan. 28, 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:
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Income Taxes (Tables) |
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Income Tax Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Provision for Income Taxes | The provision for income taxes consisted of the following:
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Schedule of Reconciliation of Federal Statutory Income Tax Rate to Effective Tax Rate | A reconciliation of the federal statutory income tax rate to the effective tax rate is as follows:
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Schedule of Deferred Income Tax Assets and Liabilities | Deferred income tax assets and liabilities consisted of the following:
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Reconciliation of Beginning and Ending Amount of Gross Unrecognized Tax Benefits, Excluding Interest and Penalties | A reconciliation of the beginning and ending amount of gross unrecognized tax benefits, excluding interest and penalties, is as follows:
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Leases (Tables) |
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Leases [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Lease Cost | The Company's lease cost is comprised of the following:
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Schedule of Supplemental Cash Flow and Non-cash Information Related to Leases | Supplemental cash flow and non-cash information related to leases is as follows:
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Summary of Future Maturity of Lease Liabilities | As of January 28, 2023, the future maturity of lease liabilities are as follows:
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Segment and Geographical Financial Information (Tables) |
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Segment Reporting [Abstract] | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Reportable Segments Information | Summary information for the Company's reportable segments is presented below.
(1) Net sales for the Rebecca Taylor and Parker reportable segment for fiscal 2022 consisted of $18,508 through wholesale distribution channels and $19,789 through direct-to-consumer distribution channels. (2) Vince Direct-to-consumer reportable segments includes a non-cash impairment charge of $1,014 related to property and equipment for fiscal 2022. See Note 1 "Description of Business and Summary of Significant Accounting Policies – (K) Impairment of Long-lived Assets" for additional information. (3) Rebecca Taylor and Parker reportable segment includes a non-cash impairment charge of $2,566, of which $1,700 is related to the Rebecca Taylor tradename and $866 is related to property and equipment for fiscal 2022. See Note 1 "Description of Business and Summary of Significant Accounting Policies – (K) Impairment of Long-lived Assets and (L) Goodwill and Other Intangible Assets" for additional information. Fiscal 2022 also includes a $1,620 gain associated with the sale of the Rebecca Taylor tradename as well as charges associated with the wind down of the Rebecca Taylor business. See Note 2 "Wind Down of Rebecca Taylor Business" for additional information. (4) Net sales for the Rebecca Taylor and Parker reportable segment for fiscal 2021 consisted of $24,465 through wholesale distribution channels and $14,681 through direct-to-consumer distribution channels. |
Description of Business and Summary of Significant Accounting Policies - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands |
Jan. 28, 2023 |
Jan. 29, 2022 |
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Property And Equipment [Line Items] | ||
Total property and equipment | $ 61,674 | $ 72,335 |
Less: accumulated depreciation | (51,195) | (55,218) |
Property and equipment, net | 10,479 | 17,117 |
Leasehold Improvements [Member] | ||
Property And Equipment [Line Items] | ||
Total property and equipment | 36,063 | 43,058 |
Furniture, Fixtures and Equipment [Member] | ||
Property And Equipment [Line Items] | ||
Total property and equipment | 10,897 | 13,751 |
Capitalized Software [Member] | ||
Property And Equipment [Line Items] | ||
Total property and equipment | 14,570 | 14,830 |
Construction in Process [Member] | ||
Property And Equipment [Line Items] | ||
Total property and equipment | $ 144 | $ 696 |
Goodwill and Intangible Assets - Summary of Goodwill Balances (Detail) $ in Thousands |
Jan. 28, 2023
USD ($)
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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 |
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) |
3 Months Ended | 12 Months Ended | |
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Jan. 28, 2023 |
Jan. 28, 2023 |
Jan. 29, 2022 |
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Identifiable Intangible Assets [Line Items] | |||
Accumulated impairments goodwill | $ 101,845,000 | $ 101,845,000 | $ 101,845,000 |
Impairment of goodwill | 0 | 0 | |
Impairment of intangible assets | 1,700,000 | ||
Amortization of identifiable intangible assets | 1,139,000 | 656,000 | |
Tradenames [Member] | |||
Identifiable Intangible Assets [Line Items] | |||
Impairment of intangible assets | $ 0 | $ 0 | |
Rebecca Taylor [Member] | Tradenames [Member] | |||
Identifiable Intangible Assets [Line Items] | |||
Impairment of intangible assets | $ 1,700,000 |
Goodwill and Intangible Assets - Summary of Identifiable Intangible Assets (Detail) - USD ($) $ in Thousands |
Jan. 28, 2023 |
Jan. 29, 2022 |
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Identifiable Intangible Assets [Line Items] | ||
Gross Amount | $ 146,305 | $ 155,441 |
Accumulated Amortization | (22,547) | (21,778) |
Accumulated Impairment | 53,392 | 57,828 |
Reclassification to Assets Held for Sale | (260) | |
Net Book Value | 70,106 | 75,835 |
Trade Name [Member] | ||
Identifiable Intangible Assets [Line Items] | ||
Gross Amount | 101,850 | 110,986 |
Accumulated Impairment | 34,750 | 39,186 |
Net Book Value | 67,100 | 71,800 |
Customer Relationships [Member] | ||
Identifiable Intangible Assets [Line Items] | ||
Gross Amount | 31,355 | 31,355 |
Accumulated Amortization | (22,234) | (21,635) |
Accumulated Impairments | (6,115) | (6,115) |
Net Book Value | 3,006 | 3,605 |
Tradenames [Member] | ||
Identifiable Intangible Assets [Line Items] | ||
Gross Amount | 13,100 | 13,100 |
Accumulated Amortization | (313) | (143) |
Accumulated Impairments | (12,527) | (12,527) |
Net Book Value | $ 430 | |
Reclassification to Assets Held for Sale | $ (260) |
Goodwill and Intangible Assets - Schedule of Expected Amortization Expense for Identifiable Intangible Assets (Detail) $ in Thousands |
Jan. 28, 2023
USD ($)
|
---|---|
Finite-Lived Intangible Assets, Net, Amortization Expense, Fiscal Year Maturity [Abstract] | |
2023 | $ 598 |
2024 | 598 |
2025 | 598 |
2026 | 598 |
2027 | 598 |
Total next 5 fiscal years | $ 2,990 |
Fair Value Measurements - Additional Information (Detail) - USD ($) |
12 Months Ended | |||
---|---|---|---|---|
Jan. 29, 2022 |
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 | 92,711,000 | 113,832,000 | ||
Losses on non-financial assets | 0 | |||
Term Loan Credit Facility [Member] | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Total long-term debt principal | 29,378,000 | $ 35,000,000 | ||
Term Loan Credit Facility [Member] | Level 3 [Member] | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Fair value of term loan facility | 35,000,000 | 29,000,000 | ||
Third Lien Credit Agreement [Member] | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Total long-term debt principal | 23,087,000 | 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 | $ 23,000,000 | $ 27,000,000 |
Fair Value Measurements - Summary of Non-Financial Assets Measured at Fair Value on Nonrecurring Basis (Detail) $ in Thousands |
12 Months Ended |
---|---|
Jan. 28, 2023
USD ($)
| |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Impairment of long-lived assets | $ 1,880 |
Impairment of intangible assets | 1,700 |
Property and Equipment [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Impairment of long-lived assets | 1,880 |
Tradename [Member] | Rebecca Taylor [Member] | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |
Impairment of intangible assets | $ 1,700 |
Long-Term Debt and Financing Arrangements - Summary of Debt Obligations (Detail) - USD ($) |
Jan. 28, 2023 |
Jan. 29, 2022 |
Dec. 11, 2020 |
---|---|---|---|
Long-term debt: | |||
Total debt principal | $ 113,832,000 | $ 92,711,000 | |
Less: current portion of long-term debt | 3,500,000 | 2,625,000 | |
Less: deferred financing costs | 2,254,000 | 1,217,000 | |
Total long-term debt | 108,078,000 | 88,869,000 | |
Term Loan Facilities [Member] | |||
Long-term debt: | |||
Total debt principal | 29,378,000 | 35,000,000 | |
Revolving Credit Facilities [Member] | |||
Long-term debt: | |||
Total debt principal | 58,498,000 | 34,624,000 | |
Third Lien Credit Agreement [Member] | |||
Long-term debt: | |||
Total debt principal | $ 25,956,000 | $ 23,087,000 | $ 20,000,000 |
Long-Term Debt and Financing Arrangements - Additional Information (Detail) - USD ($) $ in Thousands |
3 Months Ended | 12 Months Ended | 17 Months Ended | ||||||
---|---|---|---|---|---|---|---|---|---|
Dec. 22, 2022 |
Sep. 30, 2022 |
Sep. 07, 2021 |
Jun. 07, 2020 |
Dec. 28, 2022 |
Jan. 28, 2023 |
Jan. 29, 2022 |
Jan. 28, 2023 |
Aug. 21, 2018 |
|
Debt Instrument [Line Items] | |||||||||
Total long-term debt principal | $ 113,832 | $ 92,711 | $ 113,832 | ||||||
Variable rate percentage | 0.00% | ||||||||
Repayments of borrowings | 5,622 | $ 24,750 | |||||||
Vince, LLC [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Repayments of borrowings | $ 25,960 | ||||||||
Term Loan Credit Facility [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Total long-term debt principal | $ 35,000 | $ 29,378 | 29,378 | ||||||
Debt instrument, maturity date | Sep. 07, 2026 | ||||||||
Debt instrument, maturity date description | The Term Loan Credit Facility matures on the earlier of September 7, 2026 and 91 days after the maturity date of the 2018 Revolving Credit Facility | ||||||||
Term Loan Credit Facility [Member] | Vince, LLC [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
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% | ||||||||
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 | ||||||||
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 | ||||||||
Repayments of borrowings | $ 5,622 | ||||||||
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] | 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] | Rebecca Taylor and Parker [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Required prepayment percentage of net cash proceeds from sale of intellectual property | 100.00% | ||||||||
Repayments of borrowings | $ 2,997 | ||||||||
Term Loan Credit Facility [Member] | Interest Rate on Overdue Loan Amount [Member] | Vince, LLC [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Variable rate percentage | 2.00% | ||||||||
2018 Term Loan Facility [Member] | Vince, LLC [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Total long-term debt principal | $ 27,500 | ||||||||
Write-off of remaining deferred financing costs | $ 758 | ||||||||
2018 Term Loan Facility [Member] | Vince, LLC [Member] | Prepayment Penalty [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Prepayment penalty | $ 743 | ||||||||
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 |
Long-Term Debt and Financing Arrangements - Schedule of Maturities of Term Loan Credit Facility (Detail) - USD ($) $ in Thousands |
Jan. 28, 2023 |
Jan. 29, 2022 |
Sep. 07, 2021 |
---|---|---|---|
Debt Instrument [Line Items] | |||
Total | $ 113,832 | $ 92,711 | |
Term Loan Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Fiscal 2023 | 3,500 | ||
Fiscal 2024 | 3,500 | ||
Fiscal 2025 | 3,500 | ||
Fiscal 2026 | 18,878 | ||
Total | $ 29,378 | $ 35,000 |
Long-Term Debt and Financing Arrangements - Additional Information 1 (Detail) |
3 Months Ended | 12 Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
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 ($)
|
Jan. 28, 2023
USD ($)
|
Jan. 29, 2022
USD ($)
|
Oct. 30, 2021 |
|
Line Of Credit Facility [Line Items] | |||||||||||
Variable rate percentage | 0.00% | ||||||||||
2018 Revolving Credit Facility [Member] | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Amount available under the Revolving Credit Facility | $ 24,001,000 | $ 40,620,000 | |||||||||
Amount outstanding under the credit facility | 58,498,000 | 34,624,000 | |||||||||
Letters of credit amount outstanding | $ 5,099,000 | $ 5,345,000 | |||||||||
Weighted average interest rate for borrowings outstanding | 6.10% | 1.80% | |||||||||
Third Revolver Amendment [Member] | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Increased aggregate commitments amount | $ 110,000,000 | ||||||||||
Variable rate percentage | 1.00% | ||||||||||
Consolidated fixed charge coverage ratio | 1.0 | ||||||||||
Maximum percentage of EBITDA | 22.50% | 27.50% | |||||||||
Increase in applicable margin rate | 0.75% | ||||||||||
Amount requirement to pay down to extent cash on hand | $ 5,000,000 | ||||||||||
Cash on hand | 5,000,000 | ||||||||||
Secured debt | 8,000,000 | ||||||||||
Third Revolver Amendment [Member] | Between September 6, 2020 and January 9, 2021 [Member] | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Maximum excess available under facility | 10,000,000 | ||||||||||
Third Revolver Amendment [Member] | Between January 10, 2021 and January 31, 2021 [Member] | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Maximum excess available under facility | 12,500,000 | ||||||||||
Third Revolver Amendment [Member] | All Other Times During Extended Accommodation Period [Member] | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Maximum excess available under facility | $ 15,000,000 | ||||||||||
Fifth Amendment to 2018 Revolving Credit Facility [Member] | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Consolidated fixed charge coverage ratio | 1.0 | ||||||||||
Increase in applicable margin rate | 0.75% | ||||||||||
Maximum percentage of EBITDA | 27.50% | 22.50% | |||||||||
Cash dominion trigger amount through end of extended accommodation period | $ 15,000,000 | ||||||||||
Percentage of loan cap begins after end of extended accommodation period | 12.50% | ||||||||||
Maximum loan cap amount begins after end of extended accommodation period | $ 5,000,000 | ||||||||||
Fifth Amendment to 2018 Revolving Credit Facility [Member] | Financial Advisor [Member] | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Excess availability of loan cap percentage | 25.00% | ||||||||||
Fifth Amendment to 2018 Revolving Credit Facility [Member] | Through End of Accommodation Period [Member] | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Maximum excess available under facility | $ 7,500,000 | ||||||||||
Fifth Amendment to 2018 Revolving Credit Facility [Member] | August 1, 2020 Through End of Extended Accommodation Period [Member] | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Maximum excess available under facility | $ 10,000,000 | ||||||||||
Vince, LLC [Member] | 2018 Revolving Credit Facility [Member] | |||||||||||
Line Of Credit Facility [Line Items] | |||||||||||
Maximum borrowing capacity | $ 80,000,000 | ||||||||||
Line of credit facility percentage increase in interest rate in case of default | 2.00% | ||||||||||
Percentage of loan less than excess availability | 10.00% | ||||||||||
Consolidated fixed charge coverage ratio | 1.0 | ||||||||||
Financing costs incurred | $ 708,000 | ||||||||||
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] | |||||||||||
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 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% | ||||||||||
Additional potential liquidity | $ 5,000,000 | ||||||||||
ABL lenders fees payable | 375,000 | ||||||||||
Additional ABL lender fee payable if full amount not paid upon specified due date | $ 125,000 | ||||||||||
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 |
Long-Term Debt and Financing Arrangements - Additional Information 2 (Detail) - USD ($) $ in Thousands |
12 Months Ended | |||||
---|---|---|---|---|---|---|
Sep. 07, 2021 |
Dec. 11, 2020 |
Jun. 07, 2020 |
Jan. 28, 2023 |
Jan. 29, 2022 |
Nov. 27, 2013 |
|
Debt Instrument [Line Items] | ||||||
Total long-term debt principal | $ 113,832 | $ 92,711 | ||||
Variable rate percentage | 0.00% | |||||
Payment for revolving credit facility | 5,622 | $ 24,750 | ||||
Sun Capital Partners Inc [Member] | Minimum [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Aggregate ownership of equity securities | 30.00% | |||||
Third Lien Credit Agreement [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Total long-term debt principal | $ 20,000 | |||||
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% |
Commitments and Contingencies - Additional Information (Detail) $ in Thousands |
Sep. 09, 2020
Complaint
|
Jan. 28, 2023
USD ($)
|
---|---|---|
Commitments and Contingencies Disclosure [Abstract] | ||
Other contractual cash obligations | $ | $ 44,759 | |
Number of complaints dismissed | Complaint | 2 |
Share-Based Compensation - Additional Information (Detail) - USD ($) |
1 Months Ended | 12 Months Ended | |||
---|---|---|---|---|---|
Apr. 26, 2018 |
Sep. 30, 2020 |
May 31, 2018 |
Jan. 28, 2023 |
Jan. 29, 2022 |
|
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 2,095,000 | $ 2,076,000 | |||
Share-based compensation expense, related tax benefit | 0 | 0 | |||
Non-employees [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 301,000 | 221,000 | |||
Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
RSUs granted | 277,402 | ||||
Weighted average grant date fair value | $ 7.80 | ||||
Total fair value of restricted stock units vested | $ 2,543,000 | $ 1,448,000 | |||
Unrecognized compensation costs | $ 3,833,000 | ||||
Unrecognized compensation costs, weighted average period for recognition | 1 year 8 months 12 days | ||||
Vince 2013 Incentive Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Additional shares of common stock available for issuance | 1,000,000 | 660,000 | |||
Vince 2013 Incentive Plan [Member] | Employee Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Stock options granted pursuant to the plan, description | typically vest in equal installments over four years, subject to the employees' continued employment and expire on the earlier of the tenth anniversary of the grant date or upon termination as outlined in the Vince 2013 Incentive Plan | ||||
Vince 2013 Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options granted pursuant to the plan, description | Restricted stock units ("RSUs") granted vest in equal installments over a three-year period or vest in equal installments over four years, subject to the employees' continued employment | ||||
Exchange ratio of stock option description | 1-to-1.7857 | ||||
Exchange ratio of stock option | 178.57% | ||||
Tender offer expiration date | May 24, 2018 | ||||
Tender offer expiration date description | This tender offer expired on 11:59 p.m. Eastern Time on May 24, 2018 (the "Offer Expiration Date"). | ||||
Stock options canceled | 149,819 | ||||
RSUs granted | 267,538 | ||||
Weighted average grant date fair value | $ 9.15 | ||||
Vince 2013 Incentive Plan [Member] | Replacement RSUs [Member] | Tranche One [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage of Replacement RSUs granted | 10.00% | ||||
Vesting date of Replacement RSUs granted | Apr. 19, 2019 | ||||
Vince 2013 Incentive Plan [Member] | Replacement RSUs [Member] | Tranche Two [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage of Replacement RSUs granted | 20.00% | ||||
Vesting date of Replacement RSUs granted | Apr. 17, 2020 | ||||
Vince 2013 Incentive Plan [Member] | Replacement RSUs [Member] | Tranche Three [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage of Replacement RSUs granted | 25.00% | ||||
Vesting date of Replacement RSUs granted | Apr. 16, 2021 | ||||
Vince 2013 Incentive Plan [Member] | Replacement RSUs [Member] | Tranche Four [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage of Replacement RSUs granted | 45.00% | ||||
Vesting date of Replacement RSUs granted | Apr. 15, 2022 | ||||
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 | 9,525 | 12,011 | |||
Shares available for future issuance | 60,575 | ||||
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 | 883,628 | ||||
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 |
Share-Based Compensation - Summary of Stock Option Activity (Detail) - $ / shares |
12 Months Ended | |
---|---|---|
Jan. 28, 2023 |
Jan. 29, 2022 |
|
Share-Based Payment Arrangement [Abstract] | ||
Stock Options, Outstanding at beginning of period | 58 | |
Stock Options, Outstanding at end of period | 58 | 58 |
Stock Options, Vested and exercisable at January 28, 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 January 28, 2023 | $ 38.77 | |
Weighted Average Remaining Contractual Term (years), Outstanding | 2 years 8 months 12 days | 3 years 8 months 12 days |
Weighted Average Remaining Contractual Term (years), Vested and exercisable at January 28, 2023 | 2 years 8 months 12 days |
Share-Based Compensation - Schedule of Restricted Stock Units Activity (Detail) - Restricted Stock Units (RSUs) [Member] |
12 Months Ended |
---|---|
Jan. 28, 2023
$ / shares
shares
| |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted Stock Units, Non-vested restricted stock units at January 29, 2022 | shares | 628,883 |
Restricted Stock Units, Granted | shares | 277,402 |
Restricted Stock Units, Vested | shares | (258,148) |
Restricted Stock Units, Forfeited | shares | (97,844) |
Restricted Stock Units, Non-vested restricted stock units at January 28, 2023 | shares | 550,293 |
Weighted Average Grant Date Fair Value, Non-vested restricted stock units at January 29, 2022 | $ / shares | $ 10.48 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 7.80 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 9.85 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 10.41 |
Weighted Average Grant Date Fair Value, Non-vested restricted stock units at January 28, 2023 | $ / shares | $ 9.44 |
Defined Contribution Plan - Additional Information (Detail) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Jan. 28, 2023 |
Jan. 29, 2022 |
|
Retirement Benefits [Abstract] | ||
Defined contribution plans annual expense incurred | $ 571 | $ 472 |
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands |
12 Months Ended | ||
---|---|---|---|
Jan. 28, 2023 |
Jan. 29, 2022 |
Sep. 09, 2021 |
|
Schedule Of Shareholders Equity [Line Items] | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock, par value | $ 0.01 | $ 0.01 | |
Common stock, shares issued | 12,335,405 | 11,986,127 | |
Common stock, shares outstanding | 12,335,405 | 11,986,127 | |
Proceeds from common stock issuance | $ 825 | $ 150 | |
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 | 104,980 | 17,134 | |
Proceeds from common stock issuance | $ 825 | $ 150 | |
Sale of stock average price per share | $ 7.86 | $ 8.75 | |
Remaining shares available under open market sales agreement | 877,886 |
Earnings (Loss) Per Share - Schedule of Reconciliation of Weighted Average Basic Shares to Weighted Average Diluted Shares Outstanding (Detail) - shares |
12 Months Ended | |
---|---|---|
Jan. 28, 2023 |
Jan. 29, 2022 |
|
Earnings Per Share [Abstract] | ||
Weighted-average shares—basic | 12,223,004 | 11,902,307 |
Weighted-average shares—diluted | 12,223,004 | 11,902,307 |
Income Taxes - Schedule of Provision for Income Taxes (Detail) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Jan. 28, 2023 |
Jan. 29, 2022 |
|
Current: | ||
State | $ 132 | $ 159 |
Foreign | 39 | 42 |
Total current | 171 | 201 |
Deferred: | ||
Federal | 1,141 | 1,603 |
State | 1,725 | 2,777 |
Total deferred | 2,866 | 4,380 |
Total provision for income taxes | $ 3,037 | $ 4,581 |
Income Taxes - Additional Information (Detail) - USD ($) |
12 Months Ended | |
---|---|---|
Jan. 28, 2023 |
Jan. 29, 2022 |
|
Income Tax Contingency [Line Items] | ||
Provision for income taxes | $ 3,037,000 | $ 4,581,000 |
Provision for income taxes included correction of error | 882,000 | |
Provision for income taxes related to additional non-cash deferred tax expense | 575,000 | |
Net operating loss, Federal tax effected amount | 109,940,000 | |
State net operating loss, tax effected amount | 29,085,000 | |
Deferred tax assets including net operating loss carryforwards | 129,556,000 | |
Valuation Allowance | 138,490,000 | 126,640,000 |
Increase (decrease) in deferred tax assets valuation allowance | 11,850,000 | |
Unrecognized tax benefits which would not impact effective tax rate if recognized | 556,000 | 556,000 |
Prior reserve for uncertain tax positions | 0 | 1,748,000 |
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | 0 |
Unrecognized tax benefits, interest and penalty provisions (benefit) | 0 | $ 0 |
Federal [Member] | ||
Income Tax Contingency [Line Items] | ||
Net operating loss | 523,522,000 | |
Deferred tax assets including net operating loss carryforwards | 102,042,000 | |
Federal [Member] | Beginning Before January 1, 2018 [Member] | ||
Income Tax Contingency [Line Items] | ||
Net operating loss | 275,684,000 | |
Federal [Member] | Beginning After January 1, 2018 [Member] | ||
Income Tax Contingency [Line Items] | ||
Net operating loss | $ 247,838,000 | |
Federal [Member] | Minimum [Member] | ||
Income Tax Contingency [Line Items] | ||
Net operating losses carryforward expiration year end | 2030 | |
Federal [Member] | Maximum [Member] | ||
Income Tax Contingency [Line Items] | ||
Net operating losses carryforward expiration year end | 2038 | |
State and Local [Member] | ||
Income Tax Contingency [Line Items] | ||
Net operating loss | $ 547,585,000 | |
Deferred tax assets including net operating loss carryforwards | $ 27,328,000 | |
State and Local [Member] | Minimum [Member] | ||
Income Tax Contingency [Line Items] | ||
Net operating losses carryforward expiration year end | 2028 | |
State and Local [Member] | Maximum [Member] | ||
Income Tax Contingency [Line Items] | ||
Net operating losses carryforward expiration year end | 2042 |
Income Taxes - Schedule of Reconciliation of Federal Statutory Income Tax Rate to Effective Tax Rate (Detail) |
12 Months Ended | |
---|---|---|
Jan. 28, 2023 |
Jan. 29, 2022 |
|
Income Tax Disclosure [Abstract] | ||
Statutory federal rate | 21.00% | 21.00% |
State taxes, net of federal benefit | 5.20% | (8.20%) |
Valuation allowance | (33.60%) | (68.10%) |
Return to provision adjustment | 0.20% | 0.30% |
Non-deductible Officers Compensation | (0.40%) | (0.90%) |
Rate Differential on Foreign Income | (0.10%) | (0.60%) |
Other | (0.90%) | 0.10% |
Total | (8.60%) | (56.40%) |
Income Taxes - Schedule of Deferred Income Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands |
Jan. 28, 2023 |
Jan. 29, 2022 |
---|---|---|
Deferred tax assets: | ||
Depreciation and amortization | $ 4,166 | $ 6,362 |
Employee related costs | 1,049 | 1,690 |
Allowance for asset valuations | 1,861 | 2,439 |
Accrued expenses | 472 | 394 |
Lease liability | 24,326 | 29,876 |
Net operating losses | 138,702 | 119,625 |
Tax credits | 92 | 92 |
Interest expense | 3,348 | 1,281 |
Other | 305 | 452 |
Total deferred tax assets | 174,321 | 162,211 |
Less: valuation allowances | (138,490) | (126,640) |
Net deferred tax assets | 35,831 | 35,571 |
Deferred tax liabilities: | ||
Indefinite lived intangibles | (25,742) | (18,067) |
ROU assets | (19,023) | (23,571) |
Total deferred tax liabilities | (44,765) | (41,638) |
Net deferred tax liability | (8,934) | (6,067) |
Deferred income tax liability | (8,934) | (6,067) |
Net deferred tax liability | $ (8,934) | $ (6,067) |
Income Taxes - Reconciliation of Beginning and Ending Amount of Gross Unrecognized Tax Benefits, Excluding Interest and Penalties (Detail) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Jan. 28, 2023 |
Jan. 29, 2022 |
|
Income Tax Disclosure [Abstract] | ||
Beginning balance | $ 556 | $ 2,304 |
Increases for tax positions in current year | 0 | 0 |
Increases for tax positions in prior years | 0 | 0 |
Decreases for tax positions in prior years | 0 | (1,748) |
Ending balance | $ 556 | $ 556 |
Leases - Additional Information (Detail) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Jan. 28, 2023 |
Jan. 29, 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 | |
Weighted-average remaining lease term, operating leases | 6 years | 6 years |
Weighted-average discount rate, operating leases | 6.40% | 6.20% |
Operating lease cost | $ 23,853 | $ 24,316 |
Future minimum payment lease not yet commenced | 11,497 | |
Rebecca Taylor [Member] | ||
Lessee Lease Description [Line Items] | ||
Benefit from release of operating lease liabilities | 1,987 | |
Accelerated Amortization [Member] | Rebecca Taylor [Member] | ||
Lessee Lease Description [Line Items] | ||
Operating lease right-of-use asset accelerated amortization | 4,090 | |
Error Correction [Member] | SG&A Expenses [Member] | ||
Lessee Lease Description [Line Items] | ||
Operating lease cost | $ 532 | $ 501 |
Leases - Summary of Lease Cost (Detail) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Jan. 28, 2023 |
Jan. 29, 2022 |
|
Leases [Abstract] | ||
Operating lease cost | $ 23,853 | $ 24,316 |
Variable operating lease cost | 547 | 389 |
Total lease cost | $ 24,400 | $ 24,705 |
Leases - Schedule of Supplemental Cash Flow and Non-cash Information Related to Leases (Detail) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Jan. 28, 2023 |
Jan. 29, 2022 |
|
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 28,203 | $ 30,091 |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 5,957 | $ 21,965 |
Leases - Summary of Future Maturity of Lease Liabilities (Detail) $ in Thousands |
Jan. 28, 2023
USD ($)
|
---|---|
Leases [Abstract] | |
Fiscal 2023 | $ 26,072 |
Fiscal 2024 | 23,375 |
Fiscal 2025 | 16,193 |
Fiscal 2026 | 11,566 |
Fiscal 2027 | 8,849 |
Thereafter | 26,868 |
Total lease payments | 112,923 |
Less: Imputed interest | (19,933) |
Total operating lease liabilities | $ 92,990 |
Segment and Geographical Financial Information - Additional Information (Detail) |
12 Months Ended |
---|---|
Jan. 28, 2023
Segments
| |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Segment and Geographical Financial Information - Summary of Reportable Segments Information (Detail) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Jan. 28, 2023 |
Jan. 29, 2022 |
|
Segment Reporting Information [Line Items] | ||
Net Sales | $ 357,442 | $ 322,683 |
Income (loss) before income taxes | (35,309) | (8,123) |
Depreciation and amortization | 8,334 | 6,496 |
Capital Expenditures | 2,782 | 5,055 |
Total Assets | 303,345 | 337,227 |
Vince Direct-to-Consumer [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 1,014 | |
Operating Segments [Member] | Vince Wholesale [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 169,375 | 147,817 |
Income (loss) before income taxes | 43,592 | 45,839 |
Depreciation and amortization | 689 | 806 |
Capital Expenditures | 100 | 60 |
Total Assets | 83,134 | 64,502 |
Operating Segments [Member] | Vince Direct-to-Consumer [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 149,770 | 135,720 |
Income (loss) before income taxes | 2,397 | 10,873 |
Depreciation and amortization | 2,976 | 2,630 |
Capital Expenditures | 2,007 | 3,434 |
Total Assets | 95,499 | 108,019 |
Operating Segments [Member] | Rebecca Taylor and Parker [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 38,297 | 39,146 |
Income (loss) before income taxes | (21,255) | (9,209) |
Depreciation and amortization | 2,763 | 990 |
Capital Expenditures | 177 | 1,553 |
Total Assets | 981 | 38,825 |
Unallocated Corporate [Member] | ||
Segment Reporting Information [Line Items] | ||
Income (loss) before income taxes | (60,043) | (55,626) |
Depreciation and amortization | 1,906 | 2,070 |
Capital Expenditures | 498 | 8 |
Total Assets | $ 123,731 | $ 125,881 |
Segment and Geographical Financial Information - Summary of Reportable Segments Information (Parenthetical) (Detail) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Jan. 28, 2023 |
Jan. 29, 2022 |
|
Segment Reporting Information [Line Items] | ||
Net sales | $ 357,442 | $ 322,683 |
Gain on sale of intangible assets | 1,620 | |
Rebecca Taylor and Parker Wholesale [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 18,508 | 24,465 |
Vince Direct-to-Consumer [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 1,014 | |
Rebecca Taylor and Parker Direct-to-Consumer [Member] | ||
Segment Reporting Information [Line Items] | ||
Net sales | 19,789 | $ 14,681 |
Rebecca Taylor and Parker [Member] | ||
Segment Reporting Information [Line Items] | ||
Non-cash impairment charges | 2,566 | |
Rebecca Taylor and Parker [Member] | Tradename [Member] | ||
Segment Reporting Information [Line Items] | ||
Non-cash impairment charges | 1,700 | |
Gain on sale of intangible assets | 1,620 | |
Rebecca Taylor and Parker [Member] | Property and Equipment [Member] | ||
Segment Reporting Information [Line Items] | ||
Non-cash impairment charges | $ 866 |
Related Party Transactions - Additional Information (Detail) - USD ($) |
12 Months Ended | ||||
---|---|---|---|---|---|
Jun. 07, 2020 |
Nov. 27, 2013 |
Jan. 28, 2023 |
Jan. 29, 2022 |
Dec. 11, 2020 |
|
Related Party Transaction [Line Items] | |||||
Maximum borrowing capacity | $ 113,832,000 | $ 92,711,000 | |||
Agreed basis spread on variable rate per annum on deferred payment | 0.00% | ||||
Tax Receivable Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Aggregate ownership of equity securities | 100.00% | ||||
Percentage of voting power of all outstanding capital stock | 35.00% | ||||
Debt outstanding principal amount | $ 15,000,000 | ||||
Tax Receivable Agreement [Member] | LIBOR [Member] | |||||
Related Party Transaction [Line Items] | |||||
Calculation of present value obligated to pay on termination | 2.00% | ||||
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% | ||||
Pre-IPO Tax Benefits [Member] | Tax Receivable Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Percentage interest continued in tax benefits | 15.00% | ||||
Third Lien Credit Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Maximum borrowing capacity | $ 25,956,000 | 23,087,000 | $ 20,000,000 | ||
Sun Capital [Member] | Minimum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Ownership percentage of common stock | 30.00% | ||||
Sun Capital [Member] | Third Lien Credit Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Ownership percentage of common stock | 69.00% | ||||
Sun Capital Consulting Agreement [Member] | |||||
Related Party Transaction [Line Items] | |||||
Date of related party transaction agreement | Nov. 27, 2013 | ||||
Agreement termination date | Nov. 27, 2023 | ||||
Reimbursement of expenses incurred | $ 12,000 | $ 16,000 | |||
Sun Capital Consulting Agreement [Member] | Minimum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Ownership percentage of common stock | 30.00% |
Subsequent Events - Additional Information (Detail) - USD ($) |
12 Months Ended | 17 Months Ended | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Apr. 21, 2023 |
Feb. 17, 2023 |
Sep. 07, 2021 |
Jan. 28, 2023 |
Jan. 29, 2022 |
Jan. 28, 2023 |
Dec. 31, 2023 |
Sep. 30, 2023 |
Jul. 31, 2023 |
Jun. 30, 2023 |
|
Subsequent Event [Line Items] | ||||||||||
Proceeds from sale of intangible assets | $ 4,250,000 | |||||||||
Gain on sale of goodwill and other intangible assets | 1,620,000 | |||||||||
Payment for revolving credit facility | $ 5,622,000 | $ 24,750,000 | ||||||||
Term Loan Credit Facility [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
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 | |||||||||
Third Lien Credit Agreement [Member] | ||||||||||
Subsequent Event [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 | |||||||||
Vince [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Payment for revolving credit facility | $ 25,960,000 | |||||||||
Vince [Member] | Term Loan Credit Facility [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Payment for revolving credit facility | $ 5,622,000 | |||||||||
Forecast [Member] | ABL Credit Agreement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Credit commitments | $ 25,000 | $ 55,000 | $ 60,000 | $ 65,000 | ||||||
Subsequent event [Member] | ABL Credit Agreement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt instrument, maturity date | Jun. 30, 2024 | |||||||||
Minimum excess avilability covenant | $ 15,000 | |||||||||
Credit spread adjustment percentage. | 0.10% | |||||||||
Subsequent event [Member] | Asset Sale Closing Date [Member] | ABL Credit Agreement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Credit commitments | $ 70,000 | |||||||||
Subsequent event [Member] | SOFR Loans [Member] | ABL Credit Agreement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Increase in applicable margin rate | 2.75% | |||||||||
Subsequent event [Member] | Base Rate Loans [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Increase in applicable margin rate | 1.75% | |||||||||
Subsequent event [Member] | Third Lien Credit Agreement [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Debt instrument, maturity date | Mar. 30, 2025 | |||||||||
Credit spread adjustment percentage. | 0.10% | |||||||||
Subsequent event [Member] | BCI Brands [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Proceeds from sale of intangible assets | $ 1,025,000 | |||||||||
Subsequent event [Member] | Parker Lifestyle, LLC [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Gain on sale of goodwill and other intangible assets | 765,000 | |||||||||
Subsequent event [Member] | Parker Lifestyle, LLC [Member] | Term Loan Credit Facility [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Payment for revolving credit facility | $ 838,000 | |||||||||
Subsequent event [Member] | Vince [Member] | Authentic Transaction [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Cash consideration to be received upon closing of asset sale | $ 76,500,000 | |||||||||
Subsequent event [Member] | Vince [Member] | ABG Vince [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Percentage of membership interest to be owned upon closing of asset sale | 25.00% | |||||||||
Subsequent event [Member] | Vince [Member] | Intellectual Property Asset Purchase Agreement [Member] | Authentic Transaction [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Cash consideration to be received upon closing of asset sale | $ 76,500,000 | |||||||||
Subsequent event [Member] | Vince [Member] | Intellectual Property Asset Purchase Agreement [Member] | ABG Vince [Member] | ||||||||||
Subsequent Event [Line Items] | ||||||||||
Percentage of membership interest to be owned upon closing of asset sale | 25.00% |
Schedule II - Valuation and Qualifying Accounts (Detail) - USD ($) $ in Thousands |
12 Months Ended | |
---|---|---|
Jan. 28, 2023 |
Jan. 29, 2022 |
|
Sales Allowances [Member] | ||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Beginning of Period | $ (6,557) | $ (8,449) |
Expense Charges, net of Reversals | (57,276) | (35,443) |
Deductions and Write-offs, net of Recoveries | 55,727 | 37,335 |
End of Period | (8,106) | (6,557) |
Allowance for Doubtful Accounts [Member] | ||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Beginning of Period | (379) | (661) |
Expense Charges, net of Reversals | (424) | 273 |
Deductions and Write-offs, net of Recoveries | 44 | 9 |
End of Period | (759) | (379) |
Valuation Allowances on Deferred Income Taxes [Member] | ||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Beginning of Period | (126,640) | (119,425) |
Expense Charges, net of Reversals | (11,850) | (7,215) |
End of Period | $ (138,490) | $ (126,640) |