VINCE HOLDING CORP., 10-Q filed on 9/17/2024
Quarterly Report
v3.24.3
Document and Entity Information - shares
 6 Months Ended
Aug. 03, 2024
Aug. 31, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Aug. 03, 2024  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q2  
Trading Symbol VNCE  
Entity Registrant Name VINCE HOLDING CORP.  
Entity Central Index Key 0001579157  
Current Fiscal Year End Date --02-03  
Entity Filer Category Non-accelerated Filer  
Entity Small Business true  
Entity Emerging Growth Company false  
Entity Common Stock, Shares Outstanding   12,603,386
Entity Shell Company false  
Entity Current Reporting Status Yes  
Entity File Number 001-36212  
Entity Tax Identification Number 75-3264870  
Entity Address, Address Line One 500 5th Avenue  
Entity Address, Address Line Two 20th Floor  
Entity Address, City or Town New York  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 10110  
City Area Code 212  
Local Phone Number 944-2600  
Title of 12(b) Security Common Stock, $0.01 par value per share  
Security Exchange Name NYSE  
Document Quarterly Report true  
Document Transition Report false  
Entity Interactive Data Current Yes  
Entity Incorporation, State or Country Code DE  
v3.24.3
Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Aug. 03, 2024
Feb. 03, 2024
Current assets:    
Cash and cash equivalents $ 711 $ 357
Trade receivables, net of allowance for doubtful accounts of $329 and $377 at August 3, 2024 and February 3, 2024, respectively 35,054 20,671
Inventories, net 66,343 58,777
Prepaid expenses and other current assets1 [1] 6,564 4,997
Total current assets 108,672 84,802
Property and equipment, net 6,298 6,972
Operating lease right-of-use assets, net 79,659 73,003
Goodwill 31,973 31,973
Equity method investment 24,727 26,147
Other assets 2,294 2,252
Total assets 253,623 225,149
Current liabilities:    
Accounts payable 36,736 31,678
Accrued salaries and employee benefits 6,442 3,967
Other accrued expenses2 [2] 9,545 8,980
Short-term lease liabilities 14,787 16,803
Total current liabilities 67,510 61,428
Long-term debt [3] 54,401 43,950
Long-term lease liabilities 75,704 67,705
Deferred income tax liability 3,567 4,913
Commitments and contingencies (Note 10)
Stockholders' equity:    
Common stock at $0.01 par value (100,000,000 shares authorized, 12,603,273 and 12,506,556 shares issued and outstanding at August 3, 2024 and February 3, 2024, respectively) 126 125
Additional paid-in capital 1,144,948 1,144,740
Accumulated deficit (1,092,685) (1,097,634)
Accumulated other comprehensive income (loss) 52 (78)
Total stockholders' equity 52,441 47,153
Total liabilities and stockholders' equity $ 253,623 $ 225,149
[1] Includes prepaid royalty expense of $749 as of August 3, 2024, which is with a related party.
[2] Includes accrued royalty expense of $361 as of February 3, 2024, which is with a related party.
[3] Includes Third Lien Credit Facility, which is with a related party, of $32,260 and $29,982 as of August 3, 2024 and February 3, 2024, respectively.
v3.24.3
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Aug. 03, 2024
Feb. 03, 2024
Allowance for doubtful accounts $ 329 $ 377
Common stock, par value $ 0.01 $ 0.01
Common stock, shares authorized 100,000,000 100,000,000
Common stock, shares issued 12,603,273 12,506,556
Common stock, shares outstanding 12,603,273 12,506,556
Long-term debt [1] $ 54,401 $ 43,950
Related Party [Member]    
Prepaid royalty expense 749  
Accrued royalty expenses   361
Related Party [Member] | Third Lien Credit Agreement [Member]    
Long-term debt $ 32,260 $ 29,982
[1] Includes Third Lien Credit Facility, which is with a related party, of $32,260 and $29,982 as of August 3, 2024 and February 3, 2024, respectively.
v3.24.3
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Aug. 03, 2024
Jul. 29, 2023
Aug. 03, 2024
Jul. 29, 2023
Income Statement [Abstract]        
Net sales $ 74,169 $ 69,447 $ 133,340 $ 133,503
Cost of products sold [1] 39,038 37,099 68,296 71,563
Gross profit 35,131 32,348 65,044 61,940
Gain on sale of intangible assets   (32,043)   (32,808)
Gain on sale of subsidiary     (7,634)  
Selling, general and administrative expenses 34,001 31,541 65,944 64,274
Income from operations 1,130 32,850 6,734 30,474
Interest expense, net [2] 1,647 4,137 3,293 7,427
(Loss) income before income taxes and equity in net income (loss) of equity method investment (517) 28,713 3,441 23,047
Benefit for income taxes (794) (592) (1,681) (5,877)
Income before equity in net income (loss) of equity method investment 277 29,305 5,122 28,924
Equity in net income (loss) of equity method investment 292 207 (173) 207
Net income 569 29,512 4,949 29,131
Other comprehensive income:        
Foreign currency translation adjustments 7 7 130 5
Comprehensive income $ 576 $ 29,519 $ 5,079 $ 29,136
Earnings per share:        
Basic earnings per share $ 0.05 $ 2.37 $ 0.39 $ 2.35
Diluted earnings per share $ 0.05 $ 2.36 $ 0.39 $ 2.34
Weighted average shares outstanding:        
Basic 12,569,488 12,428,339 12,538,695 12,385,347
Diluted 12,617,085 12,479,667 12,606,575 12,470,085
[1] Includes royalty expense of $3,713 and $6,401 for the three and six months ended August 3, 2024, respectively, and $2,235 for the three and six months ended July 29, 2023, respectively, which is with a related party.
[2] Includes capitalized PIK interest with the Third Lien Credit Facility of $1,147 and $2,278 for the three and six months ended August 3, 2024, respectively, and $960 and $1,873 for the three and six months ended July 29, 2023, respectively, which is with a related party.
v3.24.3
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (Parenthetical) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Aug. 03, 2024
Jul. 29, 2023
Aug. 03, 2024
Jul. 29, 2023
Capitalized PIK Interest due to loan with related party     $ 2,278 $ 1,873
Related Party [Member]        
Royalty expense $ 3,713 $ 2,235 6,401 2,235
Related Party [Member] | Third Lien Credit Agreement [Member]        
Capitalized PIK Interest due to loan with related party $ 1,147 $ 960 $ 2,278 $ 1,873
v3.24.3
Condensed Consolidated Statements of Stockholders' Equity - USD ($)
$ in Thousands
Total
Common Stock [Member]
Additional Paid-In Capital [Member]
Accumulated Deficit [Member]
Accumulated Other Comprehensive Loss [Member]
Beginning Balance at Jan. 28, 2023 $ 20,257 $ 123 $ 1,143,295 $ (1,123,080) $ (81)
Beginning Balance, shares at Jan. 28, 2023   12,335,405      
Comprehensive income (loss):          
Net income (381)     (381)  
Foreign currency translation adjustment (2)       (2)
Share-based compensation expense 420   420    
Restricted stock unit vestings 1 $ 1      
Restricted stock unit vestings, shares   34,983      
Tax withholdings related to restricted stock vesting (8)   (8)    
Tax withholdings related to restricted stock vesting, shares   (1,148)      
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP") 14   14    
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP"), shares   1,885      
Ending Balance at Apr. 29, 2023 20,301 $ 124 1,143,721 (1,123,461) (83)
Ending Balance, shares at Apr. 29, 2023   12,371,125      
Beginning Balance at Jan. 28, 2023 20,257 $ 123 1,143,295 (1,123,080) (81)
Beginning Balance, shares at Jan. 28, 2023   12,335,405      
Comprehensive income (loss):          
Net income 29,131        
Foreign currency translation adjustment $ 5        
Common stock issuance, net of certain fees, shares 0        
Ending Balance at Jul. 29, 2023 $ 50,099 $ 125 1,143,999 (1,093,949) (76)
Ending Balance, shares at Jul. 29, 2023   12,486,664      
Beginning Balance at Apr. 29, 2023 20,301 $ 124 1,143,721 (1,123,461) (83)
Beginning Balance, shares at Apr. 29, 2023   12,371,125      
Comprehensive income (loss):          
Net income 29,512     29,512  
Foreign currency translation adjustment $ 7       7
Common stock issuance, net of certain fees, shares 0        
Share-based compensation expense $ 393   393    
Restricted stock unit vestings   $ 1 (1)    
Restricted stock unit vestings, shares   134,995      
Tax withholdings related to restricted stock vesting (126)   (126)    
Tax withholdings related to restricted stock vesting, shares   (23,695)      
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP") 12   12    
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP"), shares   4,239      
Ending Balance at Jul. 29, 2023 50,099 $ 125 1,143,999 (1,093,949) (76)
Ending Balance, shares at Jul. 29, 2023   12,486,664      
Beginning Balance at Feb. 03, 2024 $ 47,153 $ 125 1,144,740 (1,097,634) (78)
Beginning Balance, shares at Feb. 03, 2024 12,506,556 12,506,556      
Comprehensive income (loss):          
Net income $ 4,380     4,380  
Foreign currency translation adjustment 123       123
Share-based compensation expense (5)   (5)    
Restricted stock unit vestings, shares   1,486      
Tax withholdings related to restricted stock vesting (2)   (2)    
Tax withholdings related to restricted stock vesting, shares   (611)      
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP") 7   7    
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP"), shares   2,484      
Ending Balance at May. 04, 2024 51,656 $ 125 1,144,740 (1,093,254) 45
Ending Balance, shares at May. 04, 2024   12,509,915      
Beginning Balance at Feb. 03, 2024 $ 47,153 $ 125 1,144,740 (1,097,634) (78)
Beginning Balance, shares at Feb. 03, 2024 12,506,556 12,506,556      
Comprehensive income (loss):          
Net income $ 4,949        
Foreign currency translation adjustment 130        
Ending Balance at Aug. 03, 2024 $ 52,441 $ 126 1,144,948 (1,092,685) 52
Ending Balance, shares at Aug. 03, 2024 12,603,273 12,603,273      
Beginning Balance at May. 04, 2024 $ 51,656 $ 125 1,144,740 (1,093,254) 45
Beginning Balance, shares at May. 04, 2024   12,509,915      
Comprehensive income (loss):          
Net income 569     569  
Foreign currency translation adjustment 7       7
Share-based compensation expense 255   255    
Restricted stock unit vestings   $ 1 (1)    
Restricted stock unit vestings, shares   119,053      
Tax withholdings related to restricted stock vesting (53)   (53)    
Tax withholdings related to restricted stock vesting, shares   (30,804)      
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP") 7   7    
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP"), shares   5,109      
Ending Balance at Aug. 03, 2024 $ 52,441 $ 126 $ 1,144,948 $ (1,092,685) $ 52
Ending Balance, shares at Aug. 03, 2024 12,603,273 12,603,273      
v3.24.3
Condensed Consolidated Statements of Cash Flows - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended 12 Months Ended
Aug. 03, 2024
Jul. 29, 2023
Aug. 03, 2024
Jul. 29, 2023
Feb. 03, 2024
Operating activities          
Net income     $ 4,949 $ 29,131  
Add (deduct) items not affecting operating cash flows:          
Depreciation and amortization     2,035 2,538  
Allowance for doubtful accounts     13 63  
Gain on sale of intangible assets   $ (32,043)   (32,808)  
Gain on sale of subsidiary     (7,634)    
Loss on disposal of property and equipment     33 140  
Amortization of deferred financing costs     158 593  
Deferred income taxes     (1,346) (5,958)  
Share-based compensation expense $ 255 393 250 813  
Capitalized PIK Interest due to loan with related party     2,278 1,873  
Loss on debt extinguishment       3,136  
Equity in net loss of equity method investment, net of distributions     1,420 (207)  
Changes in assets and liabilities:          
Receivables, net     (14,396) (189)  
Inventories     (7,564) 4,939  
Prepaid expenses and other current assets     (2,281) (2,263)  
Accounts payable and accrued expenses     15,740 (17,947)  
Other assets and liabilities     (727) (4,014)  
Net cash used in operating activities     (7,072) (20,160)  
Investing activities          
Payments for capital expenditures     (1,421) (377)  
Transaction costs related to equity method investment       (525)  
Proceeds from Sale of Intangible Assets       77,525  
Net cash (used in) provided by investing activities     (1,421) 76,623  
Financing activities          
Proceeds from borrowings under the Revolving Credit Facilities     99,700 173,665  
Repayment of borrowings under the Revolving Credit Facilities     (91,570) (192,486)  
Repayment of borrowings under the Term Loan Facilities       (29,378)  
Tax withholdings related to restricted stock vesting     (55) (134)  
Proceeds from stock option exercises, restricted stock vesting, and issuance of common stock under employee stock purchase plan     14 27  
Financing fees     (8) (3,002)  
Net cash provided by (used in) financing activities     8,081 (51,308)  
(Decrease) increase in cash, cash equivalents, and restricted cash     (412) 5,155  
Effect of exchange rate changes on cash, cash equivalents, and restricted cash     1 3  
Cash, cash equivalents, and restricted cash, beginning of period     1,219 1,116 $ 1,116
Cash, cash equivalents, and restricted cash, end of period 808 6,274 808 6,274 1,219
Less: restricted cash at end of period 97 5,405 97 5,405  
Cash and cash equivalents per balance sheet at end of period $ 711 $ 869 711 869 $ 357
Supplemental Disclosures of Cash Flow Information          
Cash payments for interest     854 5,088  
Cash payments for income taxes, net of refunds     138 39  
Supplemental Disclosures of Non-Cash Investing and Financing Activities          
Non-cash equity method investment       25,500  
Capital expenditures in accounts payable and accrued liabilities     $ 219 91  
Deferred financing fees in accrued liabilities       $ 311  
v3.24.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Aug. 03, 2024
May 04, 2024
Jul. 29, 2023
Apr. 29, 2023
Aug. 03, 2024
Jul. 29, 2023
Pay vs Performance Disclosure            
Net Income (Loss) $ 569 $ 4,380 $ 29,512 $ (381) $ 4,949 $ 29,131
v3.24.3
Insider Trading Arrangements
 3 Months Ended
Aug. 03, 2024
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
Rule 10b5-1 Arr Modified Flag false
Non-Rule 10b5-1 Arr Modified Flag false
v3.24.3
Description of Business and Basis of Presentation
 6 Months Ended
Aug. 03, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of Business and Basis of Presentation

Note 1. Description of Business and Basis of Presentation

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

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

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

On May 3, 2024, V Opco completed the sale of all outstanding shares of Rebecca Taylor, Inc., which held the Rebecca Taylor business prior to the wind-down, to Nova Acquisitions, LLC. See Note 2 "Recent Transactions" for further information.

Parker, founded in 2008 in New York City, was a contemporary women's fashion brand that was trend focused. During the first half of fiscal 2020 the Company decided to pause the creation of new products for the Parker brand to focus resources on the operations of the Vince and Rebecca Taylor brands. On February 17, 2023, the Company's indirectly wholly owned subsidiary, Parker Lifestyle, LLC, completed the sale of its intellectual property and certain related ancillary assets to Parker IP Co. LLC, an affiliate of BCI Brands. See Note 2 "Recent Transactions" for additional information.

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

(B) Basis of Presentation: The accompanying condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") and the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Therefore, these financial statements should be read in conjunction with VHC's audited financial statements for the fiscal year ended February 3, 2024, as set forth in the 2023 Annual Report on Form 10-K.

The condensed consolidated financial statements include the Company's accounts and the accounts of the Company's wholly-owned subsidiaries as of August 3, 2024. All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) and disclosures necessary for a fair statement. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or the fiscal year as a whole.

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

 

(D) Sources and Uses of Liquidity: The Company's sources of liquidity are cash and cash equivalents, cash flows from operations, if any, borrowings available under the 2023 Revolving Credit Facility (as defined in Note 5 "Long-Term Debt and Financing Arrangements") and the Company's ability to access the capital markets, including the Sales Agreement entered into with Virtu Americas LLC in June 2023 (see Note 8 "Stockholders' Equity" for further information). The Company's primary cash needs are funding working capital requirements, including royalty payments under the License Agreement, meeting debt service requirements and capital expenditures for new stores and related leasehold improvements. The most significant components of the Company's working capital are cash and cash equivalents, accounts receivable, inventories, accounts payable and other current liabilities. Based on our current expectations, we believe that our sources of liquidity will generate sufficient cash flows to meet our obligations during the next twelve months from the date these financial statements are issued.

(E) 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 Financial Information" for disaggregated revenue amounts by segment.

Revenue associated with gift cards is recognized upon redemption and unredeemed balances are considered a contract liability and recorded within other accrued expenses, which are subject to escheatment within the jurisdictions in which the Company operates. As of August 3, 2024 and February 3, 2024, the contract liability was $1,458 and $1,628, respectively. For the three months ended August 3, 2024, the Company recognized $17 of revenue that was previously included in the contract liability as of May 4, 2024. For the six months ended August 3, 2024, the Company recognized $172 of revenue that was previously included in the contract liability as of February 3, 2024. In addition, the contract liability as of February 3, 2024 included approximately $78 that was related to Rebecca Taylor and was subsequently recognized as part of the gain on sale of subsidiaries (see Note 2 "Recent Transactions" for further information).

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

Recently Issued Accounting Pronouncements and Disclosure Rules

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

In December 2023, the FASB issued ASU 2023-09: Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires expanded disclosure within the rate reconciliation as well as disaggregation of annual taxes paid. This amendment is effective for annual periods beginning after December 15, 2024, and is applied prospectively. Early adoption is permitted. The Company is currently evaluating the impact that this new guidance may have on its financial statement disclosures.

In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275: The Enhancement and Standardization of Climate-Related Disclosures for Investors, which requires new disclosures regarding information about a registrant’s climate-related risks that have materially impacted, or are reasonably likely to have a material impact on, its business strategy, results of operations, or financial condition. In addition, certain disclosures related to severe weather events and other natural conditions will also be required in a registrant’s audited financial statements. While the SEC voluntarily stayed the rules due to pending judicial review, based on our smaller reporting company and non-accelerated filer status, certain disclosures could be effective for fiscal years beginning after December 15, 2026, with certain remaining disclosures effective for fiscal years beginning after December 15, 2027. As a smaller reporting company, we are exempt from emissions disclosures and related assurance requirements. We will evaluate the SEC rule to determine its impact on our future financial reporting requirements and related disclosures.
v3.24.3
Recent Transactions
 6 Months Ended
Aug. 03, 2024
Discontinued Operations and Disposal Groups [Abstract]  
Recent Transactions

Note 2. Recent Transactions

Wind Down and Sale of Rebecca Taylor Business

On September 12, 2022, the Company announced its decision to wind down the Rebecca Taylor business. On September 30, 2022, the Company entered into amendments to the Term Loan Credit Facility, the 2018 Revolving Credit Facility and the Third Lien Credit Facility (as defined in Note 5 "Long-Term Debt and Financing Arrangements"), which in part, permitted the sale of the intellectual property of the Rebecca Taylor, Inc. and the Rebecca Taylor, Inc. liquidation. On December 22, 2022, the Company's

indirectly wholly owned subsidiary, Rebecca Taylor, Inc., completed the sale of its intellectual property and certain related ancillary assets to RT IPCO, LLC, an affiliate of Ramani Group.

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

On May 3, 2024, V Opco, LLC (formerly, Vince, LLC) ("V Opco") completed the sale of all outstanding shares of Rebecca Taylor, Inc., which held the Rebecca Taylor business prior to the wind-down, to Nova Acquisitions, LLC. Nova Acquisitions, LLC is wholly owned by James Carroll, who served as the sole director and officer of Rebecca Taylor, Inc. at the time of the Transaction, pursuant to a service agreement between Mr. Carroll and Rebecca Taylor, Inc. that was previously entered into in September 2022 in connection with the wind-down. While serving as the sole director and officer of Rebecca Taylor, Inc., Mr. Carroll did not serve as an agent to the Company and was not a related party to the Company. Following the completion of the Transaction, there exists no relationship or arrangement whatsoever between Mr. Carroll and the Company or any of its affiliates. The Transaction was completed pursuant to the SPA, dated May 3, 2024, entered into between the Seller and Nova Acquisitions, LLC. The SPA contains customary representations, warranties and covenants for a transaction of this nature, but does not include any indemnification provisions for the benefit of either party. Following the completion of the Transaction, there is no ongoing involvement between the Company and Rebecca Taylor, Inc. As Rebecca Taylor Inc. was in a net liability position, as a result of the Transaction, the Company recognized a gain on sale of subsidiary of $7,634, which is presented in the Consolidated Statements of Operations and Comprehensive Income (Loss) in the quarter ended May 4, 2024.

There were no Rebecca Taylor wind down related charges (benefits) for the three and six months ended August 3, 2024. For the three and six months ended July 29, 2023, the Company reported wind down related benefits of $1,126 and $1,750, respectively, primarily related to the release of operating lease liabilities as a result of lease terminations.

Sale of Parker Intellectual Property

On February 17, 2023, the Company's indirectly wholly owned subsidiary, Parker Lifestyle, LLC, completed the sale of its intellectual property and certain related ancillary assets to Parker IP Co. LLC, an affiliate of BCI Brands, for $1,025. The Company recognized a gain of $765 on the sale, which was recorded within Gain on sale of intangible assets in the Consolidated Statements of Operations and Comprehensive Income (Loss) for the six months ended July 29, 2023. Net cash proceeds from the sale were used to repay $838 of borrowings under the Term Loan Credit Facility (as defined in Note 5 "Long-Term Debt and Financing Arrangements").

Sale of Vince Intellectual Property

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

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

Operating Agreement

On May 25, 2023, in connection with the closing (the "Closing") of the Asset Sale pursuant to the Intellectual Property Asset Purchase Agreement (the "Asset Purchase Agreement"), dated as of April 21, 2023, by and among V Opco, ABG Vince, the Company and ABG Intermediate Holdings 2 LLC, V Opco and ABG Vince entered into an Amended and Restated Limited Liability Company Agreement of ABG-Vince, LLC (the "Operating Agreement"), which, among other things, provides for the management of the

business and the affairs of ABG Vince, the allocation of profits and losses, the distribution of cash of ABG Vince among its members and the rights, obligations and interests of the members to each other and to V Opco.

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

The Company reviews its investment in ABG Vince for impairment when events or changes in circumstances indicate that an other-than-temporary decline in value may have occurred. If the carrying value of the investment exceeds its fair value and the loss in value is other than temporary, the investment is considered impaired and reduced to fair value, and the impairment is recognized in the period identified. Factors providing evidence of such a loss include changes in ABG Vince's operations or financial condition, significant continuing losses, and significant negative economic conditions, among others. During the three and six months ended August 3, 2024 and July 29, 2023, there was no impairment of the investment in ABG Vince.

License Agreement

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

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

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

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

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

Royalty expense is included within Cost of product sold on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).
v3.24.3
Goodwill and Intangible Assets
 6 Months Ended
Aug. 03, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

Note 3. Goodwill and Intangible Assets

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

 

(in thousands)

 

Vince Wholesale

 

 

Vince
Direct-to-consumer

 

 

Rebecca Taylor and Parker

 

 

Total Net Goodwill

 

Balance as of February 3, 2024

 

$

31,973

 

 

$

—

 

 

$

—

 

 

$

31,973

 

Balance as of August 3, 2024

 

$

31,973

 

 

$

—

 

 

$

—

 

 

$

31,973

 

The total carrying amount of goodwill is net of accumulated impairments of $78,715.

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

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

Amortization of identifiable intangible assets was $0 for the three and six months ended August 3, 2024, respectively, and $0 and $149 for the three and six months ended July 29, 2023, respectively.
v3.24.3
Fair Value Measurements
 6 Months Ended
Aug. 03, 2024
Fair Value Disclosures [Abstract]  
Fair Value Measurements

Note 4. Fair Value Measurements

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

 

Level 1—

 

quoted market prices in active markets for identical assets or liabilities

 

 

 

Level 2—

 

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

 

 

 

Level 3—

 

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

The Company did not have any non-financial assets or non-financial liabilities recognized at fair value on a recurring basis at August 3, 2024 or February 3, 2024. At August 3, 2024 and February 3, 2024, the Company believes that the carrying values of cash and cash equivalents, receivables, and accounts payable approximate fair value, due to the short-term maturity of these instruments. The Company's debt obligations with a carrying value of $54,617 and $44,209 as of August 3, 2024 and February 3, 2024, respectively, are at variable interest rates. Borrowings under the Company's 2023 Revolving Credit Facility are recorded at carrying value, which approximates fair value due to the frequent nature of such borrowings and repayments. The Company considers this as a Level 2 input. The carrying values of the Company's Third Lien Credit Facility as of August 3, 2024 and February 3, 2024 approximate fair value, due to the variable rates associated with this obligation. The Company considers this a Level 3 input.

The Company's non-financial assets, which primarily consist of goodwill, operating lease right-of-use ("ROU") assets, and property and equipment, are not required to be measured at fair value on a recurring basis and are reported at their carrying values. However, on a periodic basis whenever events or changes in circumstances indicate that their carrying value may not be fully recoverable (and at least annually for goodwill), non-financial assets are assessed for impairment and, if applicable, written down to (and recorded at) fair value. There was no impairment of non-financial assets during the three and six months ended August 3, 2024 and July 29, 2023.

Determining the fair value of goodwill is judgmental in nature and requires the use of significant estimates and assumptions, including estimates of projected revenues, EBITDA margins, long-term growth rates, working capital and discount rates. The inputs used in determining the fair value of the ROU assets are the current comparable market rents for similar properties and a store discount rate. The fair value of the property and equipment is based on its estimated liquidation value. The measurement of fair value of these assets are considered Level 3 valuations as certain of these inputs are unobservable and are estimated to be those that would be used by market participants in valuing these or similar assets.
v3.24.3
Long-Term Debt and Financing Arrangements
 6 Months Ended
Aug. 03, 2024
Debt Disclosure [Abstract]  
Long-Term Debt and Financing Arrangements

Note 5. Long-Term Debt and Financing Arrangements

Debt obligations consisted of the following:

 

 

 

August 3,

 

 

February 3,

 

(in thousands)

 

2024

 

 

2024

 

Long-term debt:

 

 

 

 

 

 

Term Loan Facilities

 

$

—

 

 

$

—

 

Revolving Credit Facilities

 

 

22,357

 

 

 

14,227

 

Third Lien Credit Facility

 

 

32,260

 

 

 

29,982

 

Total debt principal

 

 

54,617

 

 

 

44,209

 

Less: current portion of long-term debt

 

 

—

 

 

 

—

 

Less: deferred financing costs

 

 

216

 

 

 

259

 

Total long-term debt

 

$

54,401

 

 

$

43,950

 

Term Loan Credit Facility

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

On May 25, 2023, utilizing proceeds from the Asset Sale, the Company repaid all outstanding amounts of $28,724, which included accrued interest and a prepayment penalty of $553 (which is included within financing fees on the Condensed Consolidated Statements of Cash Flows), under the Term Loan Credit Facility. The Term Loan Credit Facility was terminated. The Company also repaid $850 of fees due in accordance with an amendment entered into on September 30, 2022. Additionally, the Company recorded expense of $1,755 during the three and six months ended July 29, 2023 related to the write-off of the remaining deferred financing costs. Prior to May 25, 2023, on an inception to date basis, the Company had made repayments of $7,335 on the Term Loan Credit Facility.

2023 Revolving Credit Facility

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

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

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

Interest is payable on the loans under the 2023 Revolving Credit Facility, at Vince LLC's request, either at Term SOFR, the Base Rate, or SOFR Daily Floating Rate, in each case, with applicable margins subject to a pricing grid based on an average daily excess availability calculation. The "Base Rate" means, for any day, a fluctuating rate per annum equal to the highest of (i) the Federal Funds Rate for such day, plus 0.5%; (ii) the rate of interest in effect for such day as publicly announced from time to time by BofA as its prime rate; (iii) the SOFR Daily Floating Rate on such day, plus 1.0%; and (iv) 1.0%. During the continuance of certain specified events of default, at the election of BofA in its capacity as Agent, interest will accrue at a rate of 2.0% in excess of the applicable non-default rate.

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

Cap; (b) 1.25% when the average daily Excess Availability is greater than or equal to 33.3% but less than or equal to 66.7% of the Loan Cap; and (c) 1.5% when the average daily Excess Availability is less than 33.3% of the Loan Cap.

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

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

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

The Company incurred a total of $0 and $8 of financing costs during the three and six months ended August 3, 2024, respectively, and incurred $1,150 of financing costs during the fiscal year 2023 ($1,124 was incurred during the three and six months ended July 29, 2023). In accordance with ASC Topic 470, "Debt", these financing costs were recorded as deferred debt issuance costs (which is presented within Other assets on the Condensed Consolidated Balance Sheets) and are amortized over the term of the 2023 Revolving Credit Facility.

As of August 3, 2024, the Company was in compliance with applicable covenants. As of August 3, 2024, $41,109 was available under the 2023 Revolving Credit Facility, net of the Loan Cap, and there were $22,357 of borrowings outstanding and $6,260 of letters of credit outstanding under the 2023 Revolving Credit Facility. The weighted average interest rate for borrowings outstanding under the 2023 Revolving Credit Facility as of August 3, 2024 was 8.2%.

2018 Revolving Credit Facility

On August 21, 2018, V Opco entered into an $80,000 senior secured revolving credit facility (the "2018 Revolving Credit Facility") pursuant to a credit agreement, as amended and restated from time to time, by and among V Opco, as the borrower, VHC and Vince Intermediate, as guarantors, Citizens Bank, N.A. ("Citizens"), as administrative agent and collateral agent, and the other lenders from time to time party thereto. On January 31, 2023, the Company repaid $125 of fees due in accordance with an amendment entered into on September 30, 2022. Upon the contemporaneous consummation of the Asset Sale, the lenders' commitments to extend credit was reduced to $70,000. The 2018 Revolving Credit Facility would have matured on June 30, 2024.

On June 23, 2023, all outstanding amounts under the 2018 Revolving Credit Facility were repaid in full and the 2018 Revolving Credit Facility was terminated pursuant to the terms thereof as a result of all parties completing their obligations under the 2018 Revolving Credit Facility. The Company recorded expense of $828 during the three and six months ended July 29, 2023, related to the write-off of the remaining deferred financing costs. As of August 3, 2024, no letters of credit remained in place with Citizens that were secured with restricted cash. Restricted cash is included in Prepaid Expenses and other current assets in the Condensed Consolidated Balance Sheets.

Third Lien Credit Facility

On December 11, 2020, V Opco entered into a $20,000 subordinated term loan credit facility (the "Third Lien Credit Facility") pursuant to a credit agreement (the "Third Lien Credit Agreement"), as amended from time to time, dated December 11, 2020, by and among V Opco, as the borrower, VHC and Vince Intermediate, as guarantors, and SK Financial Services, LLC ("SK Financial"), as administrative agent and collateral agent, and other lenders from time to time party thereto. The proceeds were received on December 11, 2020 and were used to repay a portion of the borrowings outstanding under the 2018 Revolving Credit Facility.

SK Financial is an affiliate of Sun Capital Partners, Inc. ("Sun Capital"), whose affiliates own, as of August 3, 2024, approximately 67% of the Company's common stock. The Third Lien Credit Facility was reviewed and approved by the Special Committee of the Company's Board of Directors, consisting solely of directors not affiliated with Sun Capital, which committee was represented by independent legal advisors.

Interest on loans under the Third Lien Credit Facility is payable in kind at a rate revised in connection with the Third Lien Third Amendment (as defined and discussed below) to be equal to the Daily Simple SOFR, subject to a credit spread adjustment of 0.10% per annum, plus 9.0%. During the continuance of certain specified events of default, interest may accrue on the loans under the Third

Lien Credit Facility at a rate of 2.0% in excess of the rate otherwise applicable to such amount. The Third Lien Credit Facility contained representations, covenants, and conditions that were substantially similar to those under the 2018 Revolving Credit Facility.

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

All obligations under the Third Lien Credit Facility are guaranteed by the Company, Vince Intermediate and the Company's existing material domestic restricted subsidiaries as well as any future material domestic restricted subsidiaries and are secured on a junior basis relative to the 2023 Revolving Credit Facility by a lien on substantially all of the assets of the Company, Vince Intermediate, V Opco and the Company's existing material domestic restricted subsidiaries as well as any future material domestic restricted subsidiaries.

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

On June 23, 2023, V Opco entered into the Fourth Amendment (the "Third Lien Fourth Amendment") to the Third Lien Credit Agreement which, among other things, (a) extended the Third Lien Credit Agreement's maturity date to the earlier of (i) September 30, 2028 and (ii) 91 days prior to the earliest maturity date of any Material Indebtedness (as defined therein) other than the 2023 Revolving Credit Facility and (b) modified certain representations and warranties, covenants and events of default in respect of documentation conforming to the terms of the 2023 Revolving Credit Facility.
v3.24.3
Inventory
 6 Months Ended
Aug. 03, 2024
Inventory Disclosure [Abstract]  
Inventory

Note 6. Inventory

Inventories consisted of finished goods. As of August 3, 2024 and February 3, 2024, finished goods, net of reserves were $66,343 and $58,777, respectively.
v3.24.3
Share-Based Compensation
 6 Months Ended
Aug. 03, 2024
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation

Note 7. Share-Based Compensation

Employee Stock Plans

Vince 2013 Incentive Plan

In connection with the IPO, the Company adopted the Vince 2013 Incentive Plan, which provides for grants of stock options, stock appreciation rights, restricted stock and other stock-based awards. In May 2018, the Company filed a Registration Statement on Form S-8 to register an additional 660,000 shares of common stock available for issuance under the Vince 2013 Incentive Plan. Additionally, in September 2020, the Company filed a Registration Statement on Form S-8 to register an additional 1,000,000 shares of common stock available for issuance under the Vince 2013 Incentive Plan. The aggregate number of shares of common stock which may be issued or used for reference purposes under the Vince 2013 Incentive Plan or with respect to which awards may be granted may not exceed 2,000,000 shares. The shares available for issuance under the Vince 2013 Incentive Plan may be, in whole or in part, either authorized and unissued shares of the Company's common stock or shares of common stock held in or acquired for the Company's treasury. In general, if awards under the Vince 2013 Incentive Plan are canceled for any reason, or expire or terminate unexercised, the shares covered by such award may again be available for the grant of awards under the Vince 2013 Incentive Plan. As of August 3, 2024, there were 543,948 shares under the Vince 2013 Incentive Plan available for future grants. Options granted pursuant to the Vince 2013 Incentive Plan typically vest in equal installments over four years, subject to the employees' continued employment and expire on the earlier of the tenth anniversary of the grant date or upon termination as outlined in the Vince 2013 Incentive Plan. Restricted stock units ("RSUs") granted typically vest in equal installments over a three-year period or vest in equal installments over four years, subject to the employees' continued employment. In November 2023, the Vince 2013 Incentive Plan was amended to, among others, extend the plan expiration date to November 2033.

Employee Stock Purchase Plan

The Company maintains an employee stock purchase plan ("ESPP") for its employees. Under the ESPP, all eligible employees may contribute up to 10% of their base compensation, up to a maximum contribution of $10 per year. The purchase price of the stock is 90% of the fair market value, with purchases executed on a quarterly basis. The plan is defined as compensatory, and accordingly, a charge for compensation expense is recorded to SG&A expense for the difference between the fair market value and the discounted purchase price of the Company's common stock. During the six months ended August 3, 2024, 7,593 shares of common stock were

issued under the ESPP. During the six months ended July 29, 2023, 6,124 shares of common stock were issued under the ESPP. As of August 3, 2024, there were 36,077 shares available for future issuance under the ESPP.

 

Stock Options

There were no stock options outstanding, vested or exercisable as of August 3, 2024 and February 3, 2024, respectively. During the three and six months ended August 3, 2024, there were no grants, expirations or forfeitures, or exercises of stock options.

Restricted Stock Units

A summary of restricted stock unit activity for the six months ended August 3, 2024 is as follows:

 

 

 

Restricted Stock Units

 

 

Weighted Average Grant Date Fair Value

 

Non-vested restricted stock units at February 3, 2024

 

 

474,103

 

 

$

7.07

 

Granted

 

 

366,979

 

 

$

1.67

 

Vested

 

 

(119,428

)

 

$

8.96

 

Forfeited

 

 

(74,993

)

 

$

9.01

 

Non-vested restricted stock units at August 3, 2024

 

 

646,661

 

 

$

3.44

 

 

Share-Based Compensation Expense

The Company recognized share-based compensation expense of $255 and $393, including expense of $75 and $67 related to non-employees, during the three months ended August 3, 2024 and July 29, 2023, respectively. The Company recognized share-based compensation expense of $250 and $813 including expense of $150 and $121 related to non-employees, during the six months ended August 3, 2024 and July 29, 2023, respectively.

v3.24.3
Stockholders' Equity
 6 Months Ended
Aug. 03, 2024
Equity [Abstract]  
Stockholders' Equity

Note 8. Stockholders' Equity

At-the-Market Offering

On September 9, 2021, the Company filed a shelf registration statement on Form S-3, which was declared effective on September 21, 2021 (the "Registration Statement"). Under the Registration Statement, the Company may offer and sell up to 3,000,000 shares of common stock from time to time in one or more offerings at prices and terms to be determined at the time of the sale.

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

The Company previously entered into an Open Market Sale AgreementSM with Jefferies LLC ("Jefferies At-the-Market Offering"), under which the Company was able to offer and sell, from time to time, up to 1,000,000 shares of common stock, par value $0.01 per share, which shares were included in the securities registered pursuant to the Registration Statement. Effective June 29, 2023, the Company terminated the Jefferies At-the-Market Offering. During the three and six months ended July 29, 2023, the Company did not make any offerings or sales of shares of common stock under the Jefferies At-the-Market Offering.

v3.24.3
Earnings Per Share
 6 Months Ended
Aug. 03, 2024
Earnings Per Share [Abstract]  
Earnings Per Share

Note 9. Earnings Per Share

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

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

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

August 3,

 

 

July 29,

 

 

August 3,

 

 

July 29,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Weighted-average shares—basic

 

 

12,569,488

 

 

 

12,428,339

 

 

 

12,538,695

 

 

 

12,385,347

 

Effect of dilutive equity securities

 

 

47,597

 

 

 

51,328

 

 

 

67,880

 

 

 

84,738

 

Weighted-average shares—diluted

 

 

12,617,085

 

 

 

12,479,667

 

 

 

12,606,575

 

 

 

12,470,085

 

For the three and six months ended August 3, 2024, 424,838 and 324,381, respectively, weighted average shares of share-based compensation were excluded from the computation of weighted average shares for diluted earnings per share, as their effect would have been anti-dilutive.
v3.24.3
Commitments and Contingencies
 6 Months Ended
Aug. 03, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

Note 10. Commitments and Contingencies

Litigation

The Company is a party to legal proceedings, compliance matters, environmental, as well as wage and hour and other labor claims that arise in the ordinary course of business. Although the outcome of such items cannot be determined with certainty, management believes that the ultimate outcome of these items, individually and in the aggregate, will not have a material adverse impact on the Company's financial position, results of operations or cash flows.
v3.24.3
Income Taxes
 6 Months Ended
Aug. 03, 2024
Income Tax Disclosure [Abstract]  
Income Taxes

Note 11. Income Taxes

The Company provides for income taxes at the end of each interim period based on the estimated effective tax rate for the full fiscal year. In interim periods where the entity is experiencing losses, an entity must make assumptions concerning its future taxable income and determine whether the realization of future tax benefits is more likely than not. For the six months ended August 3, 2024, the Company has year-to-date ordinary pre-tax losses for the interim period and is anticipating annual ordinary pre-tax income for the fiscal year. The Company has determined that it is more likely than not that the tax benefit of the year-to-date ordinary pre-tax loss will not be realized in the current or future years and as such, tax provisions for the interim periods should not be recognized until the company has year-to-date ordinary pre-tax income. The benefit for income taxes of $794 for the three months ended August 3, 2024 was due to the reversal of the $794 ordinary tax expense recorded during the first quarter of fiscal 2024 from applying the Company’s estimated effective tax rate at the time for the fiscal year to the first quarter pre-tax loss, excluding discrete items. As of the first quarter, the Company was anticipating an annual ordinary pre-tax loss for the fiscal year.

The benefit for income taxes of $1,681 for the six months ended August 3, 2024 represents the discrete tax benefit recorded during the first quarter of fiscal 2024 primarily recognized from the reversal of a portion of the non-cash deferred tax liability related to the Company's equity method investment, which a portion can now be used as a source of income to support the realization of certain deferred tax assets related to the Company's net operating losses.

The benefit for income taxes of $592 for the three months ended July 29, 2023 resulted from applying the Company’s estimated effective tax rate for the fiscal year to the three months (loss) income before income taxes and equity in net income (loss) of equity method investment, excluding discrete items. Discrete items for the second quarter included the $32,043 gain on the sale of Vince intellectual property ("Vince IP Sale Gain") and $2,041 in transaction expenses related to the transaction with Authentic Brands Group. Tax expense associated with these discrete items is not material as the Company has substantial net operating losses, both at the federal and state levels, for which a full valuation allowance is maintained against these deferred tax assets.

The benefit for income taxes of $5,877 for the six months ended July 29, 2023 was due to a $6,127 discrete tax impact from the change in classification of the Company's Vince tradename indefinite-lived intangibles to Assets Held for Sale during the first quarter of fiscal 2023, offset by $250 of tax expense from applying the Company's estimated effective tax rate for the fiscal year to the six-month (loss) income before income taxes and equity in net income (loss) of equity method investment, excluding discrete items. The change in classification of the Company's Vince tradename indefinite-lived intangibles resulted in a reversal of the non-cash deferred tax liability previously created by the amortization of indefinite-lived tradename intangible asset recognized for tax but not for book purposes, as this non-cash deferred tax liability can now be used as a source to support the realization of certain deferred tax assets related to the Company's net operating losses.

Each reporting period, the Company evaluates the realizability of its deferred tax assets and has maintained a full valuation allowance against its deferred tax assets. These valuation allowances will be maintained until there is sufficient positive evidence to conclude that it is more likely than not that these deferred tax assets will be realized.
v3.24.3
Leases
 6 Months Ended
Aug. 03, 2024
Leases [Abstract]  
Leases

Note 12. Leases

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

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

Total lease cost is included in SG&A expense in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) and is recorded net of immaterial sublease income. Some leases have a non-cancelable lease term of less than one year and therefore, the Company has elected to exclude these short-term leases from its ROU asset and lease liabilities. Short term lease costs were immaterial for the six months ended August 3, 2024 and July 29, 2023. The Company's lease cost is comprised of the following:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

August 3,

 

 

July 29,

 

 

August 3,

 

 

July 29,

 

(in thousands)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Operating lease cost

 

$

5,479

 

 

$

4,307

 

 

$

10,951

 

 

$

8,104

 

Variable operating lease cost

 

 

54

 

 

 

57

 

 

 

152

 

 

 

85

 

Total lease cost

 

$

5,533

 

 

$

4,364

 

 

$

11,103

 

 

$

8,189

 

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

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

 

 

 

 

 

August 3,

 

(in thousands)

 

 

 

2024

 

Fiscal 2024

 

 

 

 

10,164

 

Fiscal 2025

 

 

 

 

20,757

 

Fiscal 2026

 

 

 

 

17,788

 

Fiscal 2027

 

 

 

 

14,271

 

Fiscal 2028

 

 

 

 

13,360

 

Thereafter

 

 

 

 

37,458

 

Total lease payments

 

 

 

 

113,798

 

Less: Imputed interest

 

 

 

 

(23,307

)

Total operating lease liabilities

 

 

 

$

90,491

 

The operating lease payments do not include any renewal options as such leases are not reasonably certain of being renewed as of August 3, 2024, and do not include $20,705 of legally binding minimum lease payments for leases signed but not yet commenced.

v3.24.3
Segment Financial Information
 6 Months Ended
Aug. 03, 2024
Segment Reporting [Abstract]  
Segment Financial Information

Note 13. Segment Financial Information

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

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

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

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

On May 3, 2024, V Opco, LLC (formerly, Vince, LLC) ("V Opco") completed the sale of all outstanding shares of Rebecca Taylor, Inc., which held the Rebecca Taylor business prior to the wind-down, to Nova Acquisitions, LLC. See Note 2 "Recent Transactions" for further information.

The accounting policies of the Company's reportable segments are consistent with those described in Note 1 to the audited consolidated financial statements of VHC for the fiscal year ended February 3, 2024 included in the 2023 Annual Report on Form 10-K. Unallocated corporate expenses are related to the Vince brand and are comprised of SG&A expenses attributable to corporate and administrative activities (such as marketing, design, finance, information technology, legal and human resource departments), and other charges that are not directly attributable to the Company's Vince Wholesale and Vince Direct-to-consumer reportable segments. Unallocated corporate assets are related to the Vince brand and are comprised of the carrying values of the Company's goodwill, equity method investment and other assets that will be utilized to generate revenue for the Company's Vince Wholesale and Vince Direct-to-consumer reportable segments.

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

 

(in thousands)

 

Vince Wholesale

 

 

Vince Direct-to-consumer

 

 

Rebecca Taylor and Parker

 

 

Unallocated Corporate

 

 

Total

 

Three Months Ended August 3, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

$

47,184

 

 

$

26,985

 

 

$

—

 

 

$

—

 

 

$

74,169

 

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

 

 

16,663

 

 

 

(1,398

)

 

 

—

 

 

 

(15,782

)

 

 

(517

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended July 29, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales (1)

 

$

36,407

 

 

$

32,930

 

 

$

110

 

 

$

—

 

 

$

69,447

 

Income before income taxes and equity in net income of equity method investment (3)(4)

 

 

11,360

 

 

 

1,098

 

 

 

1,257

 

 

 

14,998

 

 

 

28,713

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended August 3, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

$

77,441

 

 

$

55,899

 

 

$

—

 

 

$

—

 

 

$

133,340

 

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

 

 

26,847

 

 

 

(1,462

)

 

 

7,633

 

 

 

(29,577

)

 

 

3,441

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended July 29, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales (1)

 

$

68,874

 

 

$

64,438

 

 

$

191

 

 

$

—

 

 

$

133,503

 

Income (loss) before income taxes and equity in net income of equity method investment (3)(4)

 

 

19,931

 

 

 

2,199

 

 

 

2,449

 

 

 

(1,532

)

 

 

23,047

 

 

(in thousands)

 

Vince Wholesale

 

 

Vince Direct-to-consumer

 

 

Rebecca Taylor and Parker

 

 

Unallocated Corporate

 

 

Total

 

August 3, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

71,797

 

 

$

93,863

 

 

$

—

 

 

$

87,963

 

 

$

253,623

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

February 3, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

51,489

 

 

$

87,648

 

 

$

—

 

 

$

86,012

 

 

$

225,149

 

 

(1) Net sales for the Rebecca Taylor and Parker reportable segment for the three and six months ended July 29, 2023 consisted of $110 and $191, respectively, through wholesale distribution channels of residual revenue contracted prior to the sale of the Rebecca Taylor tradename.

(2) Income (loss) before income taxes and equity in net loss of equity method investment for the Rebecca Taylor and Parker reportable segment for the six months ended August 3, 2024 primarily consists of the gain recognized on the sale of Rebecca Taylor. See Note 2 "Recent Transactions" for further information.

(3) Rebecca Taylor and Parker reportable segment for the three months ended July 29, 2023 includes a net benefit of $1,126 from the wind down of the Rebecca Taylor business. Rebecca Taylor and Parker reportable segment for the six months ended July 29, 2023 includes a $765 gain associated

with the sale of the Parker tradename, a net benefit of $1,750 from the wind down of the Rebecca Taylor business, and $150 of transaction related expenses associated with the sale of the Parker tradename. See Note 2 "Recent Transactions" for further information.

(4) Unallocated Corporate for the three and six months ended July 29, 2023 includes the $32,043 gain associated with the Asset Sale and $2,041 and $4,782, respectively, of transaction related expenses associated with the Asset Sale. See Note 2 "Recent Transactions" for further information.
v3.24.3
Related Party Transactions
 6 Months Ended
Aug. 03, 2024
Related Party Transactions [Abstract]  
Related Party Transactions

Note 14. Related Party Transactions

Operating Agreement

On May 25, 2023, V Opco, LLC (formerly, Vince, LLC) ("V Opco") and ABG Vince entered into the Operating Agreement, which, among other things, provides for the management of the business and the affairs of ABG Vince, the allocation of profits and losses, the distribution of cash of ABG Vince among its members and the rights, obligations and interests of the members to each other and to V Opco. See Note 2 "Recent Transactions" for further information.

During the three and six months ended August 3, 2024, the Company received distributions of cash of $640 and $1,247, respectively, under the Operating Agreement.

License Agreement

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

During the three and six months ended August 3, 2024, the Company paid $2,750 and $7,511 under the License Agreement. At August 3, 2024, $749 was included within Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets.

Third Lien Credit Agreement

On December 11, 2020, V Opco entered into the $20,000 Third Lien Credit Facility pursuant to the Third Lien Credit Agreement, by and among V Opco as the borrower, SK Financial, as agent and lender, and other lenders from time-to-time party thereto. SK Financial is an affiliate of Sun Capital, whose affiliates own, as of August 3, 2024, approximately 67% of the Company's common stock. The Third Lien Credit Facility was reviewed and approved by the Special Committee of the Company's Board of Directors, consisting solely of directors not affiliated with Sun Capital, which committee was represented by independent legal advisors.

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

Tax Receivable Agreement

VHC entered into a Tax Receivable Agreement with the Pre-IPO Stockholders on November 27, 2013, which expired in November of 2023 with no outstanding obligations due from the Company. The Company and its former subsidiaries generated certain tax benefits (including net operating losses and tax credits) prior to the Restructuring Transactions consummated in connection with the Company's IPO and will generate certain section 197 intangible deductions (the "Pre-IPO Tax Benefits"), which would reduce the actual liability for taxes that the Company might otherwise be required to pay. The Tax Receivable Agreement provided for payments to the Pre-IPO Stockholders in an amount equal to 85% of the aggregate reduction in taxes payable realized by the Company and its subsidiaries from the utilization of the Pre-IPO Tax Benefits. The Tax Receivable Agreement terminated per its terms on February 3, 2024, and the Company has no obligations under this agreement.

Sun Capital Consulting Agreement

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

During the three months ended August 3, 2024 and July 29, 2023, the Company incurred expenses of $1 and $1, respectively, under the Sun Capital Consulting Agreement. During the six months ended August 3, 2024 and July 29, 2023, the Company incurred expenses of $10 and $4, respectively, under the Sun Capital Consulting Agreement.

v3.24.3
Subsequent Event
 6 Months Ended
Aug. 03, 2024
Subsequent Events [Abstract]  
Subsequent Event

Note 15. Subsequent Event

On September 16, 2024, the Company announced that its Board of Directors has authorized a stock repurchase program of up to $1 million of VNCE common stock, par value $0.01 per share. The stock repurchase program does not obligate the Company to acquire any particular amount of common stock, and it may be modified, extended or terminated by the Board of Directors at any time. The Company expects to fund the repurchases through cash on hand and future cash flow from operations.

Under the stock repurchase program, the Company may repurchase shares of common stock from time to time in open market transactions or in privately negotiated transactions as permitted under applicable rules and regulations of the Securities and Exchange Commission and subject to market conditions and other relevant factors. Open market repurchases will be conducted in accordance with the limitations set forth in Rule 10b-18 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and applicable legal requirements. The timing, volume and nature of such purchases will be determined at the sole discretion of the Company's management at prices the Company considers attractive and in the best interests of the Company, subject to the availability of stock, general market conditions, trading price, alternate uses for capital, the Company's financial performance, both present and anticipated, and to partially offset dilution from events such as vesting of stock-based compensation and secondary offerings and/or distribution of stock by our majority stockholder, as well as applicable securities laws. No assurance can be given that any particular amount of common stock will be repurchased. All or some portion of the repurchases may be made pursuant to trading plans under Rule 10b5-1 under the Exchange Act, which will permit shares to be repurchased when the Company might otherwise be precluded from doing so because of self-imposed trading blackout periods or other regulatory restrictions.
v3.24.3
Description of Business and Basis of Presentation (Policies)
 6 Months Ended
Aug. 03, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of Business

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

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

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

On May 3, 2024, V Opco completed the sale of all outstanding shares of Rebecca Taylor, Inc., which held the Rebecca Taylor business prior to the wind-down, to Nova Acquisitions, LLC. See Note 2 "Recent Transactions" for further information.

Parker, founded in 2008 in New York City, was a contemporary women's fashion brand that was trend focused. During the first half of fiscal 2020 the Company decided to pause the creation of new products for the Parker brand to focus resources on the operations of the Vince and Rebecca Taylor brands. On February 17, 2023, the Company's indirectly wholly owned subsidiary, Parker Lifestyle, LLC, completed the sale of its intellectual property and certain related ancillary assets to Parker IP Co. LLC, an affiliate of BCI Brands. See Note 2 "Recent Transactions" for additional information.

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

Basis of Presentation

(B) Basis of Presentation: The accompanying condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles ("GAAP") and the rules and regulations of the U.S. Securities and Exchange Commission (the "SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Therefore, these financial statements should be read in conjunction with VHC's audited financial statements for the fiscal year ended February 3, 2024, as set forth in the 2023 Annual Report on Form 10-K.

The condensed consolidated financial statements include the Company's accounts and the accounts of the Company's wholly-owned subsidiaries as of August 3, 2024. All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) and disclosures necessary for a fair statement. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or the fiscal year as a whole.
Use of Estimates

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

Sources And Uses Of Liquidity

(D) Sources and Uses of Liquidity: The Company's sources of liquidity are cash and cash equivalents, cash flows from operations, if any, borrowings available under the 2023 Revolving Credit Facility (as defined in Note 5 "Long-Term Debt and Financing Arrangements") and the Company's ability to access the capital markets, including the Sales Agreement entered into with Virtu Americas LLC in June 2023 (see Note 8 "Stockholders' Equity" for further information). The Company's primary cash needs are funding working capital requirements, including royalty payments under the License Agreement, meeting debt service requirements and capital expenditures for new stores and related leasehold improvements. The most significant components of the Company's working capital are cash and cash equivalents, accounts receivable, inventories, accounts payable and other current liabilities. Based on our current expectations, we believe that our sources of liquidity will generate sufficient cash flows to meet our obligations during the next twelve months from the date these financial statements are issued.
Revenue Recognition

(E) Revenue Recognition: The Company recognizes revenue when performance obligations identified under the terms of contracts with its customers are satisfied, which generally occurs upon the transfer of control in accordance with the contractual terms and conditions of the sale. Sales are recognized when the control of the goods are transferred to the customer for the Company's wholesale business, upon receipt by the customer for the Company's e-commerce business, and at the time of sale to the consumer for the Company's retail business. See Note 13 "Segment Financial Information" for disaggregated revenue amounts by segment.

Revenue associated with gift cards is recognized upon redemption and unredeemed balances are considered a contract liability and recorded within other accrued expenses, which are subject to escheatment within the jurisdictions in which the Company operates. As of August 3, 2024 and February 3, 2024, the contract liability was $1,458 and $1,628, respectively. For the three months ended August 3, 2024, the Company recognized $17 of revenue that was previously included in the contract liability as of May 4, 2024. For the six months ended August 3, 2024, the Company recognized $172 of revenue that was previously included in the contract liability as of February 3, 2024. In addition, the contract liability as of February 3, 2024 included approximately $78 that was related to Rebecca Taylor and was subsequently recognized as part of the gain on sale of subsidiaries (see Note 2 "Recent Transactions" for further information).
Recent Accounting Pronouncements

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

Recently Issued Accounting Pronouncements and Disclosure Rules

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

In December 2023, the FASB issued ASU 2023-09: Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires expanded disclosure within the rate reconciliation as well as disaggregation of annual taxes paid. This amendment is effective for annual periods beginning after December 15, 2024, and is applied prospectively. Early adoption is permitted. The Company is currently evaluating the impact that this new guidance may have on its financial statement disclosures.

In March 2024, the SEC adopted the final rule under SEC Release No. 33-11275: The Enhancement and Standardization of Climate-Related Disclosures for Investors, which requires new disclosures regarding information about a registrant’s climate-related risks that have materially impacted, or are reasonably likely to have a material impact on, its business strategy, results of operations, or financial condition. In addition, certain disclosures related to severe weather events and other natural conditions will also be required in a registrant’s audited financial statements. While the SEC voluntarily stayed the rules due to pending judicial review, based on our smaller reporting company and non-accelerated filer status, certain disclosures could be effective for fiscal years beginning after December 15, 2026, with certain remaining disclosures effective for fiscal years beginning after December 15, 2027. As a smaller reporting company, we are exempt from emissions disclosures and related assurance requirements. We will evaluate the SEC rule to determine its impact on our future financial reporting requirements and related disclosures.
v3.24.3
Goodwill and Intangible Assets (Tables)
 6 Months Ended
Aug. 03, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Summary of Net Goodwill Balances

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

 

(in thousands)

 

Vince Wholesale

 

 

Vince
Direct-to-consumer

 

 

Rebecca Taylor and Parker

 

 

Total Net Goodwill

 

Balance as of February 3, 2024

 

$

31,973

 

 

$

—

 

 

$

—

 

 

$

31,973

 

Balance as of August 3, 2024

 

$

31,973

 

 

$

—

 

 

$

—

 

 

$

31,973

 
v3.24.3
Long-Term Debt and Financing Arrangements (Tables)
 6 Months Ended
Aug. 03, 2024
Debt Disclosure [Abstract]  
Summary of Long-Term Debt

Debt obligations consisted of the following:

 

 

 

August 3,

 

 

February 3,

 

(in thousands)

 

2024

 

 

2024

 

Long-term debt:

 

 

 

 

 

 

Term Loan Facilities

 

$

—

 

 

$

—

 

Revolving Credit Facilities

 

 

22,357

 

 

 

14,227

 

Third Lien Credit Facility

 

 

32,260

 

 

 

29,982

 

Total debt principal

 

 

54,617

 

 

 

44,209

 

Less: current portion of long-term debt

 

 

—

 

 

 

—

 

Less: deferred financing costs

 

 

216

 

 

 

259

 

Total long-term debt

 

$

54,401

 

 

$

43,950

 
v3.24.3
Share-Based Compensation (Tables)
 6 Months Ended
Aug. 03, 2024
Share-Based Payment Arrangement [Abstract]  
Schedule of Restricted Stock Units Activity

A summary of restricted stock unit activity for the six months ended August 3, 2024 is as follows:

 

 

 

Restricted Stock Units

 

 

Weighted Average Grant Date Fair Value

 

Non-vested restricted stock units at February 3, 2024

 

 

474,103

 

 

$

7.07

 

Granted

 

 

366,979

 

 

$

1.67

 

Vested

 

 

(119,428

)

 

$

8.96

 

Forfeited

 

 

(74,993

)

 

$

9.01

 

Non-vested restricted stock units at August 3, 2024

 

 

646,661

 

 

$

3.44

 

 
v3.24.3
Earnings Per Share (Tables)
 6 Months Ended
Aug. 03, 2024
Earnings Per Share [Abstract]  
Schedule of Reconciliation of Weighted Average Basic Shares to Weighted Average Diluted Shares Outstanding

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

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

August 3,

 

 

July 29,

 

 

August 3,

 

 

July 29,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Weighted-average shares—basic

 

 

12,569,488

 

 

 

12,428,339

 

 

 

12,538,695

 

 

 

12,385,347

 

Effect of dilutive equity securities

 

 

47,597

 

 

 

51,328

 

 

 

67,880

 

 

 

84,738

 

Weighted-average shares—diluted

 

 

12,617,085

 

 

 

12,479,667

 

 

 

12,606,575

 

 

 

12,470,085

 
v3.24.3
Leases (Tables)
 6 Months Ended
Aug. 03, 2024
Leases [Abstract]  
Summary of Lease Cost The Company's lease cost is comprised of the following:

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

August 3,

 

 

July 29,

 

 

August 3,

 

 

July 29,

 

(in thousands)

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Operating lease cost

 

$

5,479

 

 

$

4,307

 

 

$

10,951

 

 

$

8,104

 

Variable operating lease cost

 

 

54

 

 

 

57

 

 

 

152

 

 

 

85

 

Total lease cost

 

$

5,533

 

 

$

4,364

 

 

$

11,103

 

 

$

8,189

 
Summary of Future Maturity of Lease Liabilities

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

 

 

 

 

 

August 3,

 

(in thousands)

 

 

 

2024

 

Fiscal 2024

 

 

 

 

10,164

 

Fiscal 2025

 

 

 

 

20,757

 

Fiscal 2026

 

 

 

 

17,788

 

Fiscal 2027

 

 

 

 

14,271

 

Fiscal 2028

 

 

 

 

13,360

 

Thereafter

 

 

 

 

37,458

 

Total lease payments

 

 

 

 

113,798

 

Less: Imputed interest

 

 

 

 

(23,307

)

Total operating lease liabilities

 

 

 

$

90,491

 
v3.24.3
Segment Financial Information (Tables)
 6 Months Ended
Aug. 03, 2024
Segment Reporting [Abstract]  
Summary of Reportable Segments Information

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

 

(in thousands)

 

Vince Wholesale

 

 

Vince Direct-to-consumer

 

 

Rebecca Taylor and Parker

 

 

Unallocated Corporate

 

 

Total

 

Three Months Ended August 3, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

$

47,184

 

 

$

26,985

 

 

$

—

 

 

$

—

 

 

$

74,169

 

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

 

 

16,663

 

 

 

(1,398

)

 

 

—

 

 

 

(15,782

)

 

 

(517

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended July 29, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales (1)

 

$

36,407

 

 

$

32,930

 

 

$

110

 

 

$

—

 

 

$

69,447

 

Income before income taxes and equity in net income of equity method investment (3)(4)

 

 

11,360

 

 

 

1,098

 

 

 

1,257

 

 

 

14,998

 

 

 

28,713

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended August 3, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales

 

$

77,441

 

 

$

55,899

 

 

$

—

 

 

$

—

 

 

$

133,340

 

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

 

 

26,847

 

 

 

(1,462

)

 

 

7,633

 

 

 

(29,577

)

 

 

3,441

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended July 29, 2023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales (1)

 

$

68,874

 

 

$

64,438

 

 

$

191

 

 

$

—

 

 

$

133,503

 

Income (loss) before income taxes and equity in net income of equity method investment (3)(4)

 

 

19,931

 

 

 

2,199

 

 

 

2,449

 

 

 

(1,532

)

 

 

23,047

 

 

(in thousands)

 

Vince Wholesale

 

 

Vince Direct-to-consumer

 

 

Rebecca Taylor and Parker

 

 

Unallocated Corporate

 

 

Total

 

August 3, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

71,797

 

 

$

93,863

 

 

$

—

 

 

$

87,963

 

 

$

253,623

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

February 3, 2024

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Assets

 

$

51,489

 

 

$

87,648

 

 

$

—

 

 

$

86,012

 

 

$

225,149

 

 

(1) Net sales for the Rebecca Taylor and Parker reportable segment for the three and six months ended July 29, 2023 consisted of $110 and $191, respectively, through wholesale distribution channels of residual revenue contracted prior to the sale of the Rebecca Taylor tradename.

(2) Income (loss) before income taxes and equity in net loss of equity method investment for the Rebecca Taylor and Parker reportable segment for the six months ended August 3, 2024 primarily consists of the gain recognized on the sale of Rebecca Taylor. See Note 2 "Recent Transactions" for further information.

(3) Rebecca Taylor and Parker reportable segment for the three months ended July 29, 2023 includes a net benefit of $1,126 from the wind down of the Rebecca Taylor business. Rebecca Taylor and Parker reportable segment for the six months ended July 29, 2023 includes a $765 gain associated

with the sale of the Parker tradename, a net benefit of $1,750 from the wind down of the Rebecca Taylor business, and $150 of transaction related expenses associated with the sale of the Parker tradename. See Note 2 "Recent Transactions" for further information.

(4) Unallocated Corporate for the three and six months ended July 29, 2023 includes the $32,043 gain associated with the Asset Sale and $2,041 and $4,782, respectively, of transaction related expenses associated with the Asset Sale. See Note 2 "Recent Transactions" for further information.
v3.24.3
Description of Business and Basis of Presentation - Additional Information (Detail) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Aug. 03, 2024
Aug. 03, 2024
Feb. 03, 2024
Description Of Business And Summary Of Significant Accounting Policies [Line Items]      
Contract liability $ 1,458 $ 1,458 $ 1,628
Revenue recognized included in contract liability $ 17 $ 172  
Rebecca Taylor Inc [Member]      
Description Of Business And Summary Of Significant Accounting Policies [Line Items]      
Contract liability     $ 78
v3.24.3
Recent Transactions - Additional Information (Detail)
 3 Months Ended 6 Months Ended 12 Months Ended
May 25, 2023
USD ($)
Store
Feb. 17, 2023
USD ($)
Aug. 03, 2024
USD ($)
May 04, 2024
USD ($)
Jul. 29, 2023
USD ($)
Aug. 03, 2024
USD ($)
Jul. 29, 2023
USD ($)
Feb. 03, 2024
USD ($)
Apr. 21, 2023
USD ($)
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                  
Gain on sale of subsidiary           $ 7,634,000      
Proceeds from sale of intangible assets             $ 77,525,000    
Gain on sale of intangible assets         $ 32,043,000   32,808,000    
Payment for term loan             29,378,000    
Transaction related costs, incurred to acquire the investment             525,000    
Term Loan Credit Facility [Member]                  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                  
Payment for term loan $ 28,724,000                
ABG Vince [Member]                  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                  
Intellectual property assets carrying amount 69,957,000                
Transaction related costs of asset sale               $ 5,555,000  
Transaction related costs, incurred to acquire the investment               $ 525,000  
Impairment of investment     $ 0   0 0 0    
Rebecca Taylor Inc [Member]                  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                  
Gain on sale of subsidiary       $ 7,634,000          
Rebecca Taylor Inc [Member] | Wind-down [Member]                  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                  
Net benefit from release of rebecca taylor liabilities     $ 0   $ 1,126,000 $ 0 $ 1,750,000    
BCI Brands [Member]                  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                  
Proceeds from sale of intangible assets   $ 1,025,000              
Parker Lifestyle, LLC [Member]                  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                  
Gain on sale of intangible assets   765,000              
Parker Lifestyle, LLC [Member] | Term Loan Credit Facility [Member]                  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                  
Payment for term loan   $ 838,000              
V Opco [Member]                  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                  
Gain on sale of intangible assets $ 32,043,000                
V Opco [Member] | Minimum [Member]                  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                  
Number of retail stores | Store 45                
Royalty expense $ 11,000,000                
V Opco [Member] | Authentic Transaction [Member]                  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                  
Cash consideration to be received upon closing of asset sale                 $ 76,500,000
Cash consideration received upon closing of asset sale $ 76,500,000                
V Opco [Member] | ABG Vince [Member]                  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                  
Percentage of membership interest to be owned upon closing of asset sale                 25.00%
Percentage of membership interest owned upon closing of asset sale 25.00%                
Membership interest value owned upon closing of asset sale $ 25,500,000                
Authentic Brands Group [Member] | ABG Vince [Member]                  
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]                  
Percentage of membership interest to be owned upon closing of asset sale                 75.00%
v3.24.3
Goodwill and Intangible Assets - Summary of Goodwill Balances (Detail)
$ in Thousands
Aug. 03, 2024
USD ($)
Goodwill [Line Items]  
Beginning balance - Total Net Goodwill $ 31,973
Ending balance - Total Net Goodwill 31,973
Vince [Member] | Wholesale [Member]  
Goodwill [Line Items]  
Beginning balance - Total Net Goodwill 31,973
Ending balance - Total Net Goodwill $ 31,973
v3.24.3
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Aug. 03, 2024
Jul. 29, 2023
Aug. 03, 2024
Jul. 29, 2023
Identifiable Intangible Assets [Line Items]        
Accumulated impairments goodwill $ 78,715   $ 78,715  
Amortization of identifiable intangible assets $ 0 $ 0 $ 0 $ 149
v3.24.3
Fair Value Measurements - Additional Information (Detail) - USD ($)
 3 Months Ended 6 Months Ended
Aug. 03, 2024
Jul. 29, 2023
Aug. 03, 2024
Jul. 29, 2023
Feb. 03, 2024
Feb. 03, 2023
Dec. 11, 2020
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]              
Non-financial assets recognized at fair value $ 0   $ 0   $ 0    
Non-financial liabilities recognized at fair value 0   0   0    
Total long-term debt principal 54,617,000   54,617,000   $ 44,209,000 $ 44,209,000  
Impairment of non-financial assets 0 $ 0 0 $ 0      
Third Lien Credit Agreement [Member]              
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]              
Total long-term debt principal $ 32,260,000   $ 32,260,000     $ 29,982,000 $ 20,000,000
v3.24.3
Fair Value Measurements - Summary of Non-Financial Assets Measured at Fair Value on Nonrecurring Basis (Details) - USD ($)
$ in Thousands
Aug. 03, 2024
Feb. 03, 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Property and equipment, net $ 6,298 $ 6,972
v3.24.3
Long-Term Debt and Financing Arrangements - Summary of Debt Obligations (Detail) - USD ($)
Aug. 03, 2024
Feb. 03, 2024
Feb. 03, 2023
Dec. 11, 2020
Long-term debt:        
Total debt principal $ 54,617,000 $ 44,209,000 $ 44,209,000  
Less: deferred financing costs 216,000   259,000  
Total long-term debt 54,401,000 [1] $ 43,950,000 [1] 43,950,000  
Revolving Credit Facilities [Member]        
Long-term debt:        
Total debt principal 22,357,000   14,227,000  
Third Lien Credit Agreement [Member]        
Long-term debt:        
Total debt principal $ 32,260,000   $ 29,982,000 $ 20,000,000
[1] Includes Third Lien Credit Facility, which is with a related party, of $32,260 and $29,982 as of August 3, 2024 and February 3, 2024, respectively.
v3.24.3
Long-Term Debt and Financing Arrangements - Additional Information (Detail) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended 21 Months Ended
May 25, 2023
Sep. 07, 2021
Jul. 29, 2023
Aug. 03, 2024
Jul. 29, 2023
May 24, 2023
Feb. 03, 2024
Feb. 03, 2023
Debt Instrument [Line Items]                
Total long-term debt principal       $ 54,617     $ 44,209 $ 44,209
Repayment of borrowings         $ 29,378      
Term Loan Credit Facility [Member]                
Debt Instrument [Line Items]                
Total long-term debt principal   $ 35,000            
Debt instrument, maturity date   Sep. 07, 2026            
Debt instrument, maturity date description       The Term Loan Credit Facility would have matured on the earlier of September 7, 2026, and 91 days after the maturity date of the 2018 Revolving Credit Facility.        
Repayment of borrowings $ 28,724              
Additional term lender fee paid 850              
Prepayment penalty $ 553              
Term Loan Credit Facility [Member] | V Opco, LLC [Member]                
Debt Instrument [Line Items]                
Repayment of borrowings           $ 7,335    
Write-off of remaining deferred financing costs     $ 1,755   $ 1,755      
v3.24.3
Long-Term Debt and Financing Arrangements - Additional Information 1 (Detail) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended 12 Months Ended
Jun. 23, 2023
Aug. 03, 2024
Jul. 29, 2023
Aug. 03, 2024
Jul. 29, 2023
Feb. 03, 2024
2023 Revolving Credit Facility [Member]            
Line Of Credit Facility [Line Items]            
Amount available under the Revolving Credit Facility   $ 41,109   $ 41,109    
Amount outstanding under the credit facility   22,357   22,357    
Letters of credit amount outstanding   $ 6,260   $ 6,260    
Weighted average interest rate for borrowings outstanding   8.20%   8.20%    
V Opco, LLC [Member] | SOFR [Member]            
Line Of Credit Facility [Line Items]            
Variable rate percentage 1.00%          
V Opco, LLC [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Average Daily Excess Availability is Greater Than or Equal to 33.3% but Less Than or Equal to 66.7% of Loan Cap [Member]            
Line Of Credit Facility [Line Items]            
Variable rate percentage 2.25%          
V Opco, LLC [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member] | Average Daily Excess Availability Is Less Than 33.3% Of Loan Cap [Member]            
Line Of Credit Facility [Line Items]            
Variable rate percentage 2.50%          
V Opco, LLC [Member] | 2023 Revolving Credit Facility [Member]            
Line Of Credit Facility [Line Items]            
Maximum borrowing capacity $ 85,000          
Letters of credit sublimit amount 10,000          
Increased aggregate commitments amount $ 15,000          
Variable rate percentage 1.00%          
Financing costs incurred   $ 0 $ 1,124 $ 8 $ 1,124 $ 1,150
Debt instrument, maturity date description       The 2023 Revolving Credit Facility matures on the earlier of June 23, 2028, and 91 days prior to the earliest maturity date of any Material Indebtedness (as defined in the 2023 Revolving Credit Agreement), including the subordinated indebtedness pursuant to the Third Lien Credit Agreement.    
V Opco, LLC [Member] | 2023 Revolving Credit Facility [Member] | Certain Specified Events of Default [Member]            
Line Of Credit Facility [Line Items]            
Line of credit facility percentage increase in interest rate in case of default 2.00%          
V Opco, LLC [Member] | 2023 Revolving Credit Facility [Member] | Financial Covenants [Member]            
Line Of Credit Facility [Line Items]            
Percentage of Loan Cap 10.00%          
Miminum excess availability $ 7,500          
V Opco, LLC [Member] | 2023 Revolving Credit Facility [Member] | Pro Forma [Member]            
Line Of Credit Facility [Line Items]            
Proforma fixed charge coverage ratio 1          
Percentage of excess availability greater than loan 20.00%          
Pro forma excess availability $ 15,000          
V Opco, LLC [Member] | 2023 Revolving Credit Facility [Member] | Federal Funds Rate [Member]            
Line Of Credit Facility [Line Items]            
Variable rate percentage 0.50%          
V Opco, LLC [Member] | 2023 Revolving Credit Facility [Member] | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate [Member]            
Line Of Credit Facility [Line Items]            
Variable rate percentage 2.00%          
V Opco, LLC [Member] | Base Rate Loans [Member] | Average Daily Excess Availability is Greater Than 66.7% of Loan Cap [Member]            
Line Of Credit Facility [Line Items]            
Variable rate percentage 1.00%          
V Opco, LLC [Member] | Base Rate Loans [Member] | Average Daily Excess Availability is Greater Than or Equal to 33.3% but Less Than or Equal to 66.7% of Loan Cap [Member]            
Line Of Credit Facility [Line Items]            
Variable rate percentage 1.25%          
V Opco, LLC [Member] | Base Rate Loans [Member] | Average Daily Excess Availability Is Less Than 33.3% Of Loan Cap [Member]            
Line Of Credit Facility [Line Items]            
Variable rate percentage 1.50%          
v3.24.3
Long-Term Debt and Financing Arrangements - Additional Information 2 (Detail) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jan. 31, 2023
Jul. 29, 2023
Aug. 03, 2024
Jul. 29, 2023
Apr. 21, 2023
Aug. 21, 2018
ABL Credit Agreement [Member]            
Line of Credit Facility [Line Items]            
Debt instrument, maturity date     Jun. 30, 2024      
2018 Revolving Credit Facility [Member] | V Opco, LLC [Member]            
Line of Credit Facility [Line Items]            
Maximum borrowing capacity           $ 80,000
Write-off of remaining deferred financing costs   $ 828   $ 828    
Letters of credit remaining amount secured with restricted cash     $ 0      
Amended And Restated Revolving Credit Facility Agreement [Member] | V Opco, LLC [Member]            
Line of Credit Facility [Line Items]            
Additional Abl lender fee paid $ 125          
Asset Sale Closing Date [Member] | ABL Credit Agreement [Member]            
Line of Credit Facility [Line Items]            
Long-Term Line of Credit         $ 70,000  
v3.24.3
Long-Term Debt and Financing Arrangements - Additional Information 3 (Detail) - USD ($)
$ in Thousands
 6 Months Ended
Jun. 23, 2023
Apr. 21, 2023
Dec. 11, 2020
Aug. 03, 2024
Feb. 03, 2024
Feb. 03, 2023
Debt Instrument [Line Items]            
Total long-term debt principal       $ 54,617 $ 44,209 $ 44,209
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] | Minimum [Member]            
Debt Instrument [Line Items]            
Variable rate percentage     2.00%      
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]     Interest Rate on Overdue Principal Amount [Member]      
Third Lien Credit Agreement [Member] | Sun Capital Partners Inc [Member]            
Debt Instrument [Line Items]            
Aggregate ownership of equity securities       67.00%    
Third Amendment to Third Lien Credit Agreement [Member]            
Debt Instrument [Line Items]            
Variable rate percentage   9.00% 9.00%      
Debt instrument, maturity date description       amended the Third Lien Credit Agreement's maturity date to the earlier of (i) March 30, 2025 and (ii) 180 days after the maturity date under the 2018 Revolving Credit Facility    
Debt instrument, maturity date   Mar. 30, 2025        
Credit spread adjustment percentage.   0.10% 0.10%      
Fourth Amendment to Third Lien Credit Agreement [Member]            
Debt Instrument [Line Items]            
Debt instrument, maturity date description       Fourth Amendment (the "Third Lien Fourth Amendment") to the Third Lien Credit Agreement which, among other things, (a) extended the Third Lien Credit Agreement's maturity date to the earlier of (i) September 30, 2028 and (ii) 91 days prior to the earliest maturity date of any Material Indebtedness (as defined therein) other than the 2023 Revolving Credit Facility    
Debt instrument, maturity date Sep. 30, 2028          
v3.24.3
Inventory - Additional Information (Detail) - USD ($)
$ in Thousands
Aug. 03, 2024
Feb. 03, 2024
Inventory Disclosure [Abstract]    
Finished goods, net of reserves $ 66,343 $ 58,777
v3.24.3
Share-Based Compensation - Additional Information (Detail) - USD ($)
 1 Months Ended 3 Months Ended 6 Months Ended
Sep. 30, 2020
May 31, 2018
Aug. 03, 2024
Jul. 29, 2023
Aug. 03, 2024
Jul. 29, 2023
Feb. 03, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Share-based compensation expense     $ 255,000 $ 393,000 $ 250,000 $ 813,000  
Stock options, outstanding     0   0   0
Stock options, vested or exercisable     0   0   0
Stock options, granted     0   0    
Stock options, expirations or forfeitures     0   0    
Stock options, exercised     0   0    
Non-employees [Member]              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Share-based compensation expense     $ 75,000 $ 67,000 $ 150,000 $ 121,000  
Vince 2013 Incentive Plan [Member]              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Additional shares of common stock available for issuance 1,000,000 660,000          
Vince 2013 Incentive Plan [Member] | Employee Stock Option [Member]              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Vesting period         4 years    
Stock options granted pursuant to the plan, description         typically vest in equal installments over four years, subject to the employees' continued employment and expire on the earlier of the tenth anniversary of the grant date or upon termination as outlined in the Vince 2013 Incentive Plan    
Vince 2013 Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member]              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Stock options granted pursuant to the plan, description         Restricted stock units ("RSUs") granted typically vest in equal installments over a three-year period or vest in equal installments over four years, subject to the employees' continued employment    
Employee Stock Purchase Plan [Member]              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Employees contribution, maximum percentage of base compensation     10.00%   10.00%    
Maximum contribution per employee         $ 10,000    
Percentage of fair market value as purchase price of stock         90.00%    
Shares of common stock issued         7,593 6,124  
Shares available for future issuance     36,077   36,077    
Maximum [Member] | Vince 2013 Incentive Plan [Member]              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Number of shares authorized             0
Number of shares available for future grants     543,948   543,948    
Maximum [Member] | Vince 2013 Incentive Plan [Member] | Employee Stock Option [Member]              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Share based compensation, award expiration period         10 years    
Maximum [Member] | Vince 2013 Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member]              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Vesting period         4 years    
Minimum [Member] | Vince 2013 Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member]              
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]              
Vesting period         3 years    
v3.24.3
Share-Based Compensation - Schedule of Restricted Stock Units Activity (Detail) - Restricted Stock Units (RSUs) [Member]
 6 Months Ended
Aug. 03, 2024
$ / shares
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Restricted Stock Units, Non-vested restricted stock units at February 3, 2024 | shares 474,103
Restricted Stock Units, Granted | shares 366,979
Restricted Stock Units, Vested | shares (119,428)
Restricted Stock Units, Forfeited | shares (74,993)
Restricted Stock Units, Non-vested restricted stock units at August 3, 2024 | shares 646,661
Weighted Average Grant Date Fair Value, Non-vested restricted stock units at February 3, 2024 | $ / shares $ 7.07
Weighted Average Grant Date Fair Value, Granted | $ / shares 1.67
Weighted Average Grant Date Fair Value, Vested | $ / shares 8.96
Weighted Average Grant Date Fair Value, Forfeited | $ / shares 9.01
Weighted Average Grant Date Fair Value, Non-vested restricted stock units at August 3, 2024 | $ / shares $ 3.44
v3.24.3
Stockholders' Equity - Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2023
Aug. 03, 2024
Jul. 29, 2023
Jul. 29, 2023
Feb. 03, 2024
Sep. 09, 2021
Schedule Of Shareholders Equity [Line Items]            
Common stock, shares authorized   100,000,000     100,000,000  
Common stock, par value   $ 0.01     $ 0.01  
Stock issued during period, shares     0 0    
Registration Statement [Member]            
Schedule Of Shareholders Equity [Line Items]            
Authorized common stock shares available for sale from time to time in one or more offerings           3,000,000
At-the-Market Offering [Member]            
Schedule Of Shareholders Equity [Line Items]            
Common stock, shares authorized           1,000,000
Common stock, par value $ 0.01         $ 0.01
Offering price $ 7,825          
Stock issued during period, shares   0        
Common stock value, available under offering   $ 7,825        
v3.24.3
Earnings Per Share - Schedule of Reconciliation of Weighted Average Basic Shares to Weighted Average Diluted Shares Outstanding (Detail) - shares
 3 Months Ended 6 Months Ended
Aug. 03, 2024
Jul. 29, 2023
Aug. 03, 2024
Jul. 29, 2023
Earnings Per Share [Abstract]        
Weighted-average shares—basic 12,569,488 12,428,339 12,538,695 12,385,347
Effect of dilutive equity securities 47,597 51,328 67,880 84,738
Weighted-average shares—diluted 12,617,085 12,479,667 12,606,575 12,470,085
v3.24.3
Earnings Per Share - Additional Information (Detail) - shares
 3 Months Ended 6 Months Ended
Aug. 03, 2024
Aug. 03, 2024
Earnings Per Share [Abstract]    
Number of weighted average of anti-dilutive securities 424,838 324,381
v3.24.3
Income Taxes - Additional Information (Detail) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Aug. 03, 2024
May 04, 2024
Jul. 29, 2023
Aug. 03, 2024
Jul. 29, 2023
Income Tax Disclosure [Abstract]          
Benefit for income taxes $ 794   $ 592 $ 1,681 $ 5,877
Discrete tax included sale gain         32,043
Discrete tax included in transaction expenses related to authentic transaction         2,041
Discrete tax impact from change in classification of tradename     $ 6,127   6,127
Tax expense excluding discrete tax impact         $ 250
Reversal of ordinary tax expense   $ 794      
v3.24.3
Leases - Additional Information (Detail) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Aug. 03, 2024
Jul. 29, 2023
Aug. 03, 2024
Jul. 29, 2023
Lessee Lease Description [Line Items]        
Initial terms of operating leases 10 years   10 years  
Option to extend, description, operating leases     The Company has operating leases for real estate (primarily retail stores, storage and office spaces) some of which have initial terms of 10 years, and in many instances can be extended for an additional term, while the Company's more recent leases are subject to shorter terms as a result of the implementation of the strategy to pursue shorter lease terms.  
Option to extend, existence, operating leases     true  
Future minimum payment lease not yet commenced $ 20,705   $ 20,705  
Operating lease cost $ 5,479 $ 4,307 $ 10,951 $ 8,104
Error Correction [Member] | SG&A Expenses [Member]        
Lessee Lease Description [Line Items]        
Operating lease cost       $ 779
v3.24.3
Leases - Summary of Lease Cost (Detail) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Aug. 03, 2024
Jul. 29, 2023
Aug. 03, 2024
Jul. 29, 2023
Leases [Abstract]        
Operating lease cost $ 5,479 $ 4,307 $ 10,951 $ 8,104
Variable operating lease cost 54 57 152 85
Total lease cost $ 5,533 $ 4,364 $ 11,103 $ 8,189
v3.24.3
Leases - Summary of Future Maturity of Lease Liabilities (Detail)
$ in Thousands
Aug. 03, 2024
USD ($)
Leases [Abstract]  
Fiscal 2024 $ 10,164
Fiscal 2025 20,757
Fiscal 2026 17,788
Fiscal 2027 14,271
Fiscal 2028 13,360
Thereafter 37,458
Total lease payments 113,798
Less: Imputed interest (23,307)
Total operating lease liabilities $ 90,491
v3.24.3
Segment Financial Information - Additional Information (Detail)
 6 Months Ended
Aug. 03, 2024
Segments
Segment Reporting [Abstract]  
Number of reportable segments 3
v3.24.3
Segment Financial Information - Summary of Reportable Segments Information (Detail) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Aug. 03, 2024
Jul. 29, 2023
Aug. 03, 2024
Jul. 29, 2023
Feb. 03, 2024
Segment Reporting Information [Line Items]          
Net Sales $ 74,169 $ 69,447 $ 133,340 $ 133,503  
Income (loss) before income taxes and equity in net income (loss) of equity method investment (517) 28,713 3,441 23,047  
Total Assets 253,623   253,623   $ 225,149
Operating Segments [Member] | Vince Wholesale [Member]          
Segment Reporting Information [Line Items]          
Net Sales 47,184 36,407 77,441 68,874  
Income (loss) before income taxes and equity in net income (loss) of equity method investment 16,663 11,360 26,847 19,931  
Total Assets 71,797   71,797   51,489
Operating Segments [Member] | Vince Direct-to-Consumer [Member]          
Segment Reporting Information [Line Items]          
Net Sales 26,985 32,930 55,899 64,438  
Income (loss) before income taxes and equity in net income (loss) of equity method investment (1,398) 1,098 (1,462) 2,199  
Total Assets 93,863   93,863   87,648
Operating Segments [Member] | Rebecca Taylor and Parker [Member]          
Segment Reporting Information [Line Items]          
Net Sales 0 110 0 191  
Income (loss) before income taxes and equity in net income (loss) of equity method investment 0 1,257 7,633 2,449  
Total Assets 0   0   0
Unallocated Corporate [Member]          
Segment Reporting Information [Line Items]          
Net Sales 0   0    
Income (loss) before income taxes and equity in net income (loss) of equity method investment (15,782) $ 14,998 (29,577) $ (1,532)  
Total Assets $ 87,963   $ 87,963   $ 86,012
v3.24.3
Segment Financial Information - Summary of Reportable Segments Information (Parenthetical) (Detail) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Feb. 17, 2023
Aug. 03, 2024
Jul. 29, 2023
Aug. 03, 2024
Jul. 29, 2023
Segment Reporting Information [Line Items]          
Net sales   $ 74,169 $ 69,447 $ 133,340 $ 133,503
Gain on sale of intangible assets     32,043   32,808
Asset Sale [Member]          
Segment Reporting Information [Line Items]          
Gain on sale of intangible assets     32,043   32,043
Unallocated Corporate [Member]          
Segment Reporting Information [Line Items]          
Net sales   $ 0   $ 0  
Transaction related expenses asset sale     2,041   4,782
Parker Lifestyle, LLC [Member]          
Segment Reporting Information [Line Items]          
Gain on sale of intangible assets $ 765        
Rebecca Taylor and Parker Wholesale [Member]          
Segment Reporting Information [Line Items]          
Net sales     110   191
Rebecca Taylor and Parker [Member] | Tradenames [Member] | Parker Lifestyle, LLC [Member]          
Segment Reporting Information [Line Items]          
Gain on sale of intangible assets         765
Transaction related expenses asset sale         150
Rebecca Taylor Inc [Member] | Wind-down [Member]          
Segment Reporting Information [Line Items]          
Net benefit from release of rebecca taylor liabilities     $ 1,126   $ 1,750
v3.24.3
Related Party Transactions - Additional Information (Detail) - USD ($)
 3 Months Ended 6 Months Ended
May 25, 2023
Nov. 27, 2013
Aug. 03, 2024
Jul. 29, 2023
Aug. 03, 2024
Jul. 29, 2023
Feb. 03, 2024
Feb. 03, 2023
Dec. 11, 2020
Related Party Transaction [Line Items]                  
Maximum borrowing capacity     $ 54,617,000   $ 54,617,000   $ 44,209,000 $ 44,209,000  
Received distributions of cash under operating agreement     640,000   1,247,000        
Payment of cash under license agreement     2,750,000   7,511,000        
Payments of cash included in prepaid expenses and other current assets     749,000   749,000        
Pre-IPO Stockholders [Member] | Tax Receivable Agreement [Member]                  
Related Party Transaction [Line Items]                  
Aggregate reduction in taxes payable percentage   85.00%              
Obligations under Tax Receivable Agreement             $ 0    
V Opco [Member] | Minimum [Member]                  
Related Party Transaction [Line Items]                  
Royalty expense $ 11,000,000                
Third Lien Credit Agreement [Member]                  
Related Party Transaction [Line Items]                  
Maximum borrowing capacity     $ 32,260,000   $ 32,260,000     $ 29,982,000 $ 20,000,000
Sun Capital [Member] | Third Lien Credit Agreement [Member]                  
Related Party Transaction [Line Items]                  
Ownership percentage of common stock     67.00%   67.00%        
Sun Capital Consulting Agreement [Member]                  
Related Party Transaction [Line Items]                  
Date of related party transaction agreement         Nov. 27, 2013        
Reimbursement of expenses incurred     $ 1,000 $ 1,000 $ 10,000 $ 4,000      
v3.24.3
Subsequent Event - Additional Information (Details) - $ / shares
Sep. 16, 2024
Aug. 03, 2024
Feb. 03, 2024
Subsequent Event [Line Items]      
Common stock, shares authorized   100,000,000 100,000,000
Common stock, par value   $ 0.01 $ 0.01
Subsequent Event [Member]      
Subsequent Event [Line Items]      
Common stock, par value $ 0.01    
Subsequent Event [Member] | Maximum [Member]      
Subsequent Event [Line Items]      
Common stock, shares authorized 1,000,000