Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Oct. 28, 2023 | Nov. 30, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Oct. 28, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
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 | 12,502,747 | |
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, $0.01 par value per share | |
Security Exchange Name | NYSE | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Interactive Data Current | Yes | |
Entity Incorporation, State or Country Code | DE |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Oct. 28, 2023 | Jan. 28, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 1,217 | $ 1,079 |
Trade receivables, net of allowance for doubtful accounts of $247 and $759 at October 28, 2023 and January 28, 2023, respectively | 28,334 | 20,733 |
Inventories, net | 69,560 | 90,008 |
Prepaid expenses and other current assets | 5,082 | 3,515 |
Total current assets | 104,193 | 115,335 |
Property and equipment, net | 7,651 | 10,479 |
Operating lease right-of-use assets, net | 72,591 | 72,616 |
Intangible assets, net | 70,106 | |
Goodwill | 31,973 | 31,973 |
Assets held for sale | 260 | |
Equity method investment | 26,500 | |
Other assets | 2,384 | 2,576 |
Total assets | 245,292 | 303,345 |
Current liabilities: | ||
Accounts payable | 30,451 | 49,396 |
Accrued salaries and employee benefits | 3,726 | 4,301 |
Other accrued expenses | 10,824 | 15,020 |
Short-term lease liabilities | 18,477 | 20,892 |
Current portion of long-term debt | 3,500 | |
Total current liabilities | 63,478 | 93,109 |
Long-term debt | 57,926 | 108,078 |
Long-term lease liabilities | 69,447 | 72,098 |
Deferred income tax liability | 3,029 | 8,934 |
Other liabilities | 869 | |
Commitments and contingencies (Note 10) | ||
Stockholders' equity: | ||
Common stock at $0.01 par value (100,000,000 shares authorized, 12,502,343 and 12,335,405 shares issued and outstanding at October 28, 2023 and January 28, 2023, respectively) | 125 | 123 |
Additional paid-in capital | 1,144,345 | 1,143,295 |
Accumulated deficit | (1,092,966) | (1,123,080) |
Accumulated other comprehensive loss | (92) | (81) |
Total stockholders' equity | 51,412 | 20,257 |
Total liabilities and stockholders' equity | $ 245,292 | $ 303,345 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Oct. 28, 2023 | Jan. 28, 2023 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 247 | $ 759 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 12,502,343 | 12,335,405 |
Common stock, shares outstanding | 12,502,343 | 12,335,405 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2023 | Oct. 29, 2022 | Oct. 28, 2023 | Oct. 29, 2022 | |
Income Statement [Abstract] | ||||
Net sales | $ 84,076 | $ 98,564 | $ 217,579 | $ 266,134 |
Cost of products sold | 46,891 | 68,761 | 118,454 | 164,324 |
Gross profit | 37,185 | 29,803 | 99,125 | 101,810 |
Impairment of intangible assets | 1,700 | |||
Impairment of long-lived assets | 866 | |||
Gain on sale of intangible assets | (32,808) | |||
Selling, general and administrative expenses | 34,356 | 39,198 | 98,630 | 119,128 |
Income (loss) from operations | 2,829 | (9,395) | 33,303 | (19,884) |
Interest expense, net | 1,993 | 2,456 | 9,420 | 6,222 |
Income (loss) before income taxes and equity in net income of equity method investment | 836 | (11,851) | 23,883 | (26,106) |
Provision (benefit) for income taxes | 509 | (6,615) | (5,368) | 1,288 |
Income (loss) before equity in net income of equity method investment | 327 | (5,236) | 29,251 | (27,394) |
Equity in net income of equity method investment | 656 | 863 | ||
Net income (loss) | 983 | (5,236) | 30,114 | (27,394) |
Other comprehensive loss: | ||||
Foreign currency translation adjustments | (16) | 24 | (11) | 20 |
Comprehensive income (loss) | $ 967 | $ (5,212) | $ 30,103 | $ (27,374) |
Loss per share: | ||||
Basic earnings (loss) per share | $ 0.08 | $ (0.43) | $ 2.42 | $ (2.25) |
Diluted earnings (loss) per share | $ 0.08 | $ (0.43) | $ 2.41 | $ (2.25) |
Weighted average shares outstanding: | ||||
Basic | 12,492,278 | 12,307,952 | 12,420,991 | 12,186,490 |
Diluted | 12,497,328 | 12,307,952 | 12,472,878 | 12,186,490 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] |
Beginning Balance at Jan. 29, 2022 | $ 55,780 | $ 120 | $ 1,140,516 | $ (1,084,734) | $ (122) |
Beginning Balance, shares at Jan. 29, 2022 | 11,986,127 | ||||
Comprehensive income (loss): | |||||
Net income (loss) | (7,169) | (7,169) | |||
Foreign currency translation adjustment | (6) | (6) | |||
Common stock issuance, net of certain fees | 305 | 305 | |||
Common stock issuance, net of certain fees, shares | 36,874 | ||||
Share-based compensation expense | 609 | 609 | |||
Restricted stock unit vestings | $ 1 | (1) | |||
Restricted stock unit vestings, shares | 118,831 | ||||
Tax withholdings related to restricted stock vesting | (148) | (148) | |||
Tax withholdings related to restricted stock vesting, shares | (16,962) | ||||
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP") | 23 | 23 | |||
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP"), shares | 2,663 | ||||
Ending Balance at Apr. 30, 2022 | 49,394 | $ 121 | 1,141,304 | (1,091,903) | (128) |
Ending Balance, shares at Apr. 30, 2022 | 12,127,533 | ||||
Beginning Balance at Jan. 29, 2022 | 55,780 | $ 120 | 1,140,516 | (1,084,734) | (122) |
Beginning Balance, shares at Jan. 29, 2022 | 11,986,127 | ||||
Comprehensive income (loss): | |||||
Net income (loss) | (27,394) | ||||
Foreign currency translation adjustment | 20 | ||||
Ending Balance at Oct. 29, 2022 | 30,716 | $ 123 | 1,142,823 | (1,112,128) | (102) |
Ending Balance, shares at Oct. 29, 2022 | 12,331,328 | ||||
Beginning Balance at Apr. 30, 2022 | 49,394 | $ 121 | 1,141,304 | (1,091,903) | (128) |
Beginning Balance, shares at Apr. 30, 2022 | 12,127,533 | ||||
Comprehensive income (loss): | |||||
Net income (loss) | (14,989) | (14,989) | |||
Foreign currency translation adjustment | 2 | 2 | |||
Common stock issuance, net of certain fees | 520 | $ 1 | 519 | ||
Common stock issuance, net of certain fees, shares | 68,106 | ||||
Share-based compensation expense | 551 | 551 | |||
Restricted stock unit vestings | $ 1 | (1) | |||
Restricted stock unit vestings, shares | 102,137 | ||||
Tax withholdings related to restricted stock vesting | (49) | 49 | |||
Tax withholdings related to restricted stock vesting, shares | (6,164) | ||||
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP") | 18 | 18 | |||
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP"), shares | 2,416 | ||||
Ending Balance at Jul. 30, 2022 | 35,447 | $ 123 | 1,142,342 | (1,106,892) | (126) |
Ending Balance, shares at Jul. 30, 2022 | 12,294,028 | ||||
Comprehensive income (loss): | |||||
Net income (loss) | (5,236) | (5,236) | |||
Foreign currency translation adjustment | 24 | 24 | |||
Share-based compensation expense | 477 | 477 | |||
Restricted stock unit vestings, shares | 36,807 | ||||
Tax withholdings related to restricted stock vesting | (13) | (13) | |||
Tax withholdings related to restricted stock vesting, shares | (1,694) | ||||
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP") | 17 | 17 | |||
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP"), shares | 2,187 | ||||
Ending Balance at Oct. 29, 2022 | 30,716 | $ 123 | 1,142,823 | (1,112,128) | (102) |
Ending Balance, shares at Oct. 29, 2022 | 12,331,328 | ||||
Beginning Balance at Jan. 28, 2023 | $ 20,257 | $ 123 | 1,143,295 | (1,123,080) | (81) |
Beginning Balance, shares at Jan. 28, 2023 | 12,335,405 | 12,335,405 | |||
Comprehensive income (loss): | |||||
Net income (loss) | $ (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 | 12,335,405 | |||
Comprehensive income (loss): | |||||
Net income (loss) | $ 30,114 | ||||
Foreign currency translation adjustment | $ (11) | ||||
Common stock issuance, net of certain fees, shares | 0 | ||||
Ending Balance at Oct. 28, 2023 | $ 51,412 | $ 125 | 1,144,345 | (1,092,966) | (92) |
Ending Balance, shares at Oct. 28, 2023 | 12,502,343 | 12,502,343 | |||
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 (loss) | 29,512 | 29,512 | |||
Foreign currency translation adjustment | 7 | 7 | |||
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 | ||||
Comprehensive income (loss): | |||||
Net income (loss) | 983 | 983 | |||
Foreign currency translation adjustment | $ (16) | (16) | |||
Common stock issuance, net of certain fees, shares | 0 | ||||
Share-based compensation expense | $ 342 | 342 | |||
Restricted stock unit vestings, shares | 11,146 | ||||
Tax withholdings related to restricted stock vesting | (7) | (7) | |||
Tax withholdings related to restricted stock vesting, shares | (3,245) | ||||
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP") | 11 | 11 | |||
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP"), shares | 7,778 | ||||
Ending Balance at Oct. 28, 2023 | $ 51,412 | $ 125 | $ 1,144,345 | $ (1,092,966) | $ (92) |
Ending Balance, shares at Oct. 28, 2023 | 12,502,343 | 12,502,343 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Oct. 28, 2023 | Oct. 29, 2022 | |
Operating activities | ||
Net income (loss) | $ 30,114 | $ (27,394) |
Add (deduct) items not affecting operating cash flows: | ||
Impairment of intangible assets | 1,700 | |
Impairment of long-lived assets | 866 | |
Depreciation and amortization | 3,703 | 5,828 |
Provision for bad debt | (17) | 149 |
Gain on sale of intangible assets | (32,808) | |
Loss on disposal of property and equipment | 230 | 72 |
Amortization of deferred financing costs | 673 | 734 |
Deferred income taxes | (5,905) | 1,039 |
Share-based compensation expense | 1,155 | 1,637 |
Capitalized PIK Interest | 2,875 | 1,917 |
Loss on debt extinguishment | 3,136 | |
Equity in net income of equity method investment, net of distributions | (475) | |
Changes in assets and liabilities: | ||
Receivables, net | (7,584) | (301) |
Inventories | 20,441 | (37,913) |
Prepaid expenses and other current assets | (366) | 718 |
Accounts payable and accrued expenses | (23,921) | 20,954 |
Other assets and liabilities | (4,372) | 1,108 |
Net cash used in operating activities | (13,121) | (28,886) |
Investing activities | ||
Payments for capital expenditures | (920) | (2,100) |
Transaction costs related to equity method investment | (525) | |
Proceeds from Sale of Intangible Assets | 77,525 | |
Net cash provided by (used in) investing activities | 76,080 | (2,100) |
Financing activities | ||
Proceeds from borrowings under the Revolving Credit Facilities | 219,266 | 304,952 |
Repayment of borrowings under the Revolving Credit Facilities | (248,387) | (272,375) |
Repayment of borrowings under the Term Loan Facilities | (29,378) | (1,750) |
Proceeds from common stock issuance, net of certain fees | 825 | |
Tax withholdings related to restricted stock vesting | (141) | (210) |
Proceeds from stock option exercises, restricted stock vesting, and issuance of common stock under employee stock purchase plan | 38 | 58 |
Financing fees | (3,012) | (406) |
Net cash (used in) provided by financing activities | (61,614) | 31,094 |
Increase in cash, cash equivalents, and restricted cash | 1,345 | 108 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (7) | (12) |
Cash, cash equivalents, and restricted cash, beginning of period | 1,116 | 1,096 |
Cash, cash equivalents, and restricted cash, end of period | 2,454 | 1,192 |
Less: restricted cash at end of period | 1,237 | 35 |
Cash and cash equivalents per balance sheet at end of period | 1,217 | 1,157 |
Supplemental Disclosures of Cash Flow Information | ||
Cash payments for interest | 5,807 | 2,479 |
Cash payments for income taxes, net of refunds | 437 | 68 |
Supplemental Disclosures of Non-Cash Investing and Financing Activities | ||
Non-cash equity method investment | 25,500 | |
Capital expenditures in accounts payable and accrued liabilities | 102 | 76 |
Deferred financing fees in accrued liabilities | $ 323 | $ 1,675 |
Description of Business and Bas
Description of Business and Basis of Presentation | 9 Months Ended |
Oct. 28, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business and Basis of Presentation | Note 1. Description of Business and Basis of Presentation (A) Description of Business: The Company is a global retail company that operates the Vince brand women's and men's ready to wear business. Vince, established in 2002, is a leading global luxury apparel and accessories brand best known for creating elevated yet understated pieces for every day effortless style. Previously, the Company also owned and operated the Rebecca Taylor and Parker brands until the sale of the respective intellectual property was completed, as discussed below. On April 21, 2023 the Company entered into a strategic partnership ("Authentic Transaction") with Authentic Brands Group, LLC ("Authentic"), a global brand development, marketing and entertainment platform, whereby the Company 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, Vince, LLC entered into a License Agreement (the "License Agreement") with ABG-Vince LLC, which provides Vince, LLC with an exclusive, long-term license to use the Licensed Property in the Territory to the Approved Accounts (each as defined in the License Agreement). See "(F) Recent Transactions" below 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. See Note 2 "Wind Down of Rebecca Taylor Business" 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 "(F) Recent Transactions" below 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 January 28, 2023, as set forth in the 2022 Annual Report on Form 10-K. The condensed consolidated financial statements include the Company's accounts and the accounts of the Company's wholly-owned subsidiaries as of October 28, 2023 . All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) and disclosures necessary for a fair statement. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or the fiscal year as a whole. (C) Use of Estimates : The preparation of financial statements in conformity with GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements which affect revenues and expenses during the period reported. Estimates are adjusted when necessary to reflect actual experience. Significant estimates and assumptions may affect many items in the financial statements. Actual results could differ from estimates and assumptions in amounts that may be material to the consolidated financial statements. (D) Sources and Uses of Liquidity: The Company's sources of liquidity are cash and cash equivalents, cash flows from operations, if any, borrowings available under the 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 October 28, 2023 and January 28, 2023 , the contract liability was $ 1,506 and $ 1,617 , respectively. For the three and nine months ended October 28, 2023 , the Company recognized $ 59 and $ 234 , respectively, of revenue that was previously included in the contract liability as of January 28, 2023 . (F) Recent Transactions: The following transactions have occurred during fiscal 2023. In addition, see Note 2 "Wind Down of Rebecca Taylor Business" for further information. 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 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) during the nine months ended October 28, 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 Vince, LLC 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 will own 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 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) during the nine months ended October 28, 2023. Additionally, during the three and nine months ended October 28, 2023 , the Company incurred total transaction related costs of approximately $ 248 and $ 5,555 , respectively . 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 Condensed Consolidated Balance Sheets. The remaining transaction related costs are included in selling, general and administrative ("SG&A") expense in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). 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 Vince, LLC, ABG Vince, the Company and ABG Intermediate Holdings 2 LLC, Vince, LLC 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 Vince, LLC. The Company accounts for its 25 % interest in ABG Vince under the equity method. In applying the equity method, the Company recorded the initial investment at cost and subsequently increases or decreases the carrying amount of the investment by the Company's proportionate share of net income or loss. Distributions received from ABG Vince are recognized as a reduction of the carrying amount of the investment. The Company's proportionate share of ABG Vince's net income or loss is recorded within Equity in net income of equity method investment on the 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. License Agreement On May 25, 2023, in connection with the Closing, Vince, LLC and ABG Vince entered into a License Agreement (the "License Agreement"), which provides Vince, LLC 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). Vince, LLC 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 Vince, LLC 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. Vince, LLC has the option to renew the License Agreement on the terms set forth in the License Agreement for eight consecutive periods of ten years each, unless the License Agreement is sooner terminated pursuant to its terms or Vince, LLC is in material breach of the License Agreement and such breach has not been cured within the specified cure period. Vince, LLC may elect not to renew the term for a renewal term. Vince, LLC 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). Vince, LLC 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). (G) Recent Accounting Pronouncements: Except as noted below, the Company has considered all recent accounting pronouncements and has concluded that there are no recent accounting pronouncements that may have a material impact on its Consolidated Financial Statements, based on current information. Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13: " Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" . The ASU requires an impairment model (known as the current expected credit loss ("CECL") model) that is based on expected losses rather than incurred losses. Under the new guidance, each reporting entity should estimate an allowance for expected credit losses, which is intended to result in more timely recognition of losses. The new standard applies to trade receivables arising from revenue transactions. Under Accounting Standards Codification 606, revenue is recognized when, among other criteria, it is probable that an entity will collect the consideration it is entitled to when goods or services are transferred to a customer. When trade receivables are recorded, they become subject to the CECL model and estimates of expected credit losses on trade receivables over their contractual life will be required to be recorded at inception based on historical information, current conditions, and reasonable and supportable forecasts. The Company adopted the guidance on January 29, 2023, the first day of fiscal 2023, which did not have a material effect on the Company's consolidated financial statements. Recently Issued Accounting Pronouncements 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. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures. |
Wind down of Rebecca Taylor Bus
Wind down of Rebecca Taylor Business | 9 Months Ended |
Oct. 28, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Wind down of Rebecca Taylor business | Note 2. Wind Down of Rebecca Taylor Business On September 12, 2022, the Company announced its decision to wind down the Rebecca Taylor business. On September 30, 2022, the Company entered into amendments to the Term Loan Credit Facility, the 2018 Revolving Credit Facility and the Third Lien Credit Facility (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 for $ 4,250 . The Company recognized a gain of $ 1,620 on the sale, which was recorded within Gain on sale of intangible assets in the Consolidated Statements of Operations and Comprehensive Income (Loss) during fiscal 2022. Net cash proceeds from the sale were used to repay $ 2,997 of borrowings under the Term Loan Credit Facility and $ 427 of borrowings under the 2018 Revolving Credit Facility during fiscal 2022. 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. The following table presents a summary of Rebecca Taylor wind down related charges (benefits), reported within the Rebecca Taylor and Parker segment, incurred for fiscal 2023. There were no wind down related charges (benefits) for the three months ended October 28, 2023. Nine Months Ended October 28, (in thousands) 2023 Selling, general and administrative expenses: Benefit from release of operating lease liabilities $ ( 2,025 ) Other advisory and liquidation costs 275 Total selling, general and administrative expenses ( 1,750 ) Total wind-down (benefits) charges, net $ ( 1,750 ) The following table presents a summary of Rebecca Taylor wind down related charges, reported within the Rebecca Taylor and Parker segment, incurred for the three and nine months ended October 29, 2022: (in thousands) Three and Nine Months Ended Cost of products sold: Inventory write-down $ 6,696 Selling, general and administrative expenses: Operating lease right-of-use asset accelerated amortization 2,152 Accelerated depreciation and amortization 1,062 Employee termination costs, net (1) 556 Other advisory and liquidation costs 650 Total selling, general and administrative expenses 4,420 Total wind-down charges $ 11,116 ________ (1) Employee termination costs, net are primarily related to severance and were recorded within Other accrued expenses on the Condensed Consolidated Balance Sheets. Substantially all severance costs were paid by the end of fiscal 2022. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Oct. 28, 2023 | |
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 Rebecca Taylor and Parker Total Net Goodwill Balance as of January 28, 2023 $ 31,973 $ — $ — $ 31,973 Balance as of October 28, 2023 $ 31,973 $ — $ — $ 31,973 The total carrying amount of goodwill is net of accumulated impairments of $ 101,845 . 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 1 "Description of Business and Basis of Presentation - (F) 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 1 "Description of Business and Basis of Presentation - (F) Recent Transactions" for further information. The following table presents a summary of identifiable intangible assets as of January 28, 2023: (in thousands) Gross Amount Accumulated Amortization Accumulated Impairments Reclassification to Assets Held for Sale Net Book Value Balance as of January 28, 2023 Amortizable intangible assets: Customer relationships $ 31,355 $ ( 22,234 ) $ ( 6,115 ) $ — $ 3,006 Tradenames (1) 13,100 ( 313 ) ( 12,527 ) ( 260 ) — Indefinite-lived intangible assets: Tradenames 101,850 — ( 34,750 ) — 67,100 Total intangible assets $ 146,305 $ ( 22,547 ) $ ( 53,392 ) $ ( 260 ) $ 70,106 ________ (1) During the third quarter of fiscal 2022, the Parker tradename was classified as held for sale and amortization ceased. During the second quarter of fiscal 2022, the Company determined that a triggering event had occurred in the Rebecca Taylor and Parker segment as a result of changes to the Company’s long-term projections. The Company performed an interim quantitative impairment assessment of the Rebecca Taylor tradename utilizing the relief from royalty valuation approach. The relief from royalty valuation approach is dependent on a number of factors, including estimates of projected revenues, royalty rates in the category of intellectual property, discount rates and other variables. The Company estimated the fair value of the Rebecca Taylor tradename indefinite-lived intangible asset and determined that the fair value of the Rebecca Taylor tradename was below its carrying amount. Accordingly, the Company recorded an impairment charge for the Rebecca Taylor tradename indefinite-lived intangible asset of $ 1,700 , which was recorded within Impairment of intangible assets on the condensed consolidated statement of operations and comprehensive income (loss) for the nine months ended October 29, 2022. There was no such impairment charge for the three and nine months ended October 28, 2023. On December 22, 2022, the Company completed the sale of the Rebecca Taylor tradename and certain related ancillary assets to RT IPCO, LLC, an affiliate of Ramani Group. See Note 2 "Wind Down of Rebecca Taylor Business" for further information. Amortization of identifiable intangible assets was $ 0 and $ 149 for the three and nine months ended October 28, 2023 , respectively, and $ 661 and $ 989 for the three and nine months ended October 29, 2022 , respectively. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Oct. 28, 2023 | |
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 no t have any non-financial assets or non-financial liabilities recognized at fair value on a recurring basis at October 28, 2023 or January 28, 2023. At October 28, 2023 and January 28, 2023, the Company believes that the carrying values of cash and cash equivalents, receivables, and accounts payable approximate fair value, due to the short-term maturity of these instruments. The Company's debt obligations with a carrying value of $ 58,208 and $ 113,832 as of October 28, 2023 and January 28, 2023 , 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 fair value of the Company's Third Lien Credit Facility was approximately $ 29,000 as of October 28, 2023 and $ 27,000 as of January 28, 2023, based upon an estimated market value calculation that factors principal, time to maturity, interest rate, and current cost of debt. The Company considers this a Level 3 input. The Company's non-financial assets, which primarily consist of goodwill, the previous intangible assets, operating lease right-of-use ("ROU") assets, and property and equipment, are not required to be measured at fair value on a recurring basis and are reported at their carrying values. However, on a periodic basis whenever events or changes in circumstances indicate that their carrying value may not be fully recoverable (and at least annually for goodwill and indefinite-lived intangible assets), non-financial assets are assessed for impairment and, if applicable, written down to (and recorded at) fair value. Determining the fair value of goodwill and other intangible assets is judgmental in nature and requires the use of significant estimates and assumptions, including projected revenues, EBITDA margins growth rates and operating margins, long-term growth rates, working capital, royalty rates in the category of intellectual property, discount rates and future market conditions, among others, as applicable. The inputs used in determining the fair value of the ROU assets are the current comparable market rents for similar properties and a store discount rate. The fair value of the property and equipment is based on its estimated liquidation value. The measurement of fair value of these assets are considered Level 3 valuations as certain of these inputs are unobservable and are estimated to be those that would be used by market participants in valuing these or similar assets. The following table presents the non-financial assets the Company measured at fair value on a non-recurring basis for the nine months ended October 29, 2022, based on such fair value hierarchy. There were no losses on these non-financial assets taken in the nine months ended October 28, 2023. Net Carrying Value of Fair Value Measured and Recorded at Reporting Date Using: Total Losses - Nine Months Ended (in thousands) October 29, 2022 Level 1 Level 2 Level 3 October 29, 2022 Property and equipment $ 158 $ — $ — $ 158 $ 866 (1) Tradenames - Indefinite-lived 2,630 — — 2,630 1,700 (2) ________ (1) Recorded within Impairment of long-lived assets on the Condensed Consolidated Statements of Operations and Comprehensive Loss. (2) Recorded within Impairment of intangible assets on the Condensed Consolidated Statements of Operations and Comprehensive Loss. On December 22, 2022, the Company's indirectly wholly owned subsidiary, Rebecca Taylor, Inc., completed the sale of its intellectual property and certain related ancillary assets to RT IPCO, LLC, an affiliate of Ramani Group. See Note 2 "Wind Down of Rebecca Taylor Business" and Note 3 “Goodwill and Intangible Assets” for additional information. |
Long-Term Debt and Financing Ar
Long-Term Debt and Financing Arrangements | 9 Months Ended |
Oct. 28, 2023 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Financing Arrangements | Note 5. Long-Term Debt and Financing Arrangements Debt obligations consisted of the following: October 28, January 28, (in thousands) 2023 2023 Long-term debt: Term Loan Facilities $ — $ 29,378 Revolving Credit Facilities 29,377 58,498 Third Lien Credit Facility 28,831 25,956 Total debt principal 58,208 113,832 Less: current portion of long-term debt — 3,500 Less: deferred financing costs 282 2,254 Total long-term debt $ 57,926 $ 108,078 Term Loan Credit Facility On September 7, 2021, Vince, LLC 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 Vince, LLC, as the borrower, the guarantors named therein, PLC Agent, LLC, as administrative agent and collateral agent, and the other lenders from time to time party thereto. Vince Holding Corp. and Vince Intermediate Holding, LLC ("Vince Intermediate") 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. T he Company also repaid $ 850 of fees due in accordance with an amendment entered into on September 30, 2022. Additionally, the Company recorded expenses of $ 0 and $ 1,755 during the three and nine months ended October 28, 2023, respectively, 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, Vince, LLC, 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 Vince, LLC, 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 Vince, LLC 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, Vince, LLC and Vince Intermediate and any future subsidiary guarantors, other than among others, equity interests in ABG Vince, as well as the rights of Vince, LLC under the License Agreement. The Company incurred a total of $ 1,147 of financing costs. 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 October 28, 2023, the Company was in compliance with applicable covenants. As of October 28, 2023, $ 38,976 was available under the 2023 Revolving Credit Facility, net of the Loan Cap, and there were $ 29,377 of borrowings outstanding and $ 4,694 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 October 28, 2023 was 8.2 % . 2018 Revolving Credit Facility On August 21, 2018, Vince, LLC entered into an $ 80,000 senior secured revolving credit facility (the "2018 Revolving Credit Facility") pursuant to a credit agreement, as amended and restated from time to time, by and among Vince, LLC, as the borrower, VHC and Vince Intermediate, as guarantors, Citizens Bank, N.A. ("Citizens"), as administrative agent and collateral agent, and the other lenders from time to time party thereto. 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 nine months ended October 28, 2023, related to the write-off of the remaining deferred financing costs. Certain letters of credit remain in place with Citizens which were secured with restricted cash, totaling $ 1,060 as of October 28, 2023. 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, Vince, LLC entered into a $ 20,000 subordinated term loan credit facility (the "Third Lien Credit Facility") pursuant to a credit agreement (the "Third Lien Credit Agreement"), as amended from time to time, dated December 11, 2020, by and among Vince, LLC, as the borrower, VHC and Vince Intermediate, as guarantors, and SK Financial Services, LLC ("SK Financial"), as administrative agent and collateral agent, and other lenders from time to time party thereto. 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 October 28, 2023, approximately 68 % 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 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, Vince, LLC and the Company's existing material domestic restricted subsidiaries as well as any future material domestic restricted subsidiaries. On April 21, 2023, Vince, LLC 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, (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 ABL Credit Agreement , (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, Vince, LLC 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. |
Inventory
Inventory | 9 Months Ended |
Oct. 28, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Note 6. Inventory Inventories consisted of finished goods. As of October 28, 2023 and January 28, 2023, finished goods, net of reserves were $ 69,560 and $ 90,008 , respectively. |
Share-Based Compensation
Share-Based Compensation | 9 Months Ended |
Oct. 28, 2023 | |
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 Holding Corp. Amended and Restated 2013 Omnibus Incentive Plan (as amended, 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 October 28, 2023, there were 906,502 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 nine months ended October 28, 2023 , 13,902 shares of common stock were issued under the ESPP. During the nine months ended October 29, 2022 , 7,266 shares of common stock were issued under the ESPP. As of October 28, 2023, there were 46,673 shares available for future issuance under the ESPP. Stock Options A summary of stock option activity for the nine months ended October 28, 2023 is as follows: Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value thousands) Outstanding at January 28, 2023 58 $ 38.77 2.7 $ — Granted — $ — Exercised — $ — Forfeited or expired ( 58 ) $ 38.77 Outstanding at October 28, 2023 — $ — — $ — Vested and exercisable at October 28, 2023 — $ — — $ — Restricted Stock Units A summary of restricted stock unit activity for the nine months ended October 28, 2023 is as follows: Restricted Stock Units Weighted Average Grant Date Fair Value Non-vested restricted stock units at January 28, 2023 550,293 $ 9.44 Granted 73,433 $ 5.45 Vested ( 181,124 ) $ 9.85 Forfeited ( 68,161 ) $ 9.22 Non-vested restricted stock units at October 28, 2023 374,441 $ 8.50 Share-Based Compensation Expense The Company recognized share-based compensation expense of $ 342 and $ 477 , including expense of $ 75 and $ 59 related to non-employees, during the three months ended October 28, 2023 and October 29, 2022 , respectively. The Company recognized share-based compensation expense of $ 1,155 and $ 1,637 , including expense of $ 196 and $ 248 related to non-employees, during the nine months ended October 28, 2023 and October 29, 2022 , respectively. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Oct. 28, 2023 | |
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 October 28, 2023 , the Company did no t make any offerings or sales of shares of common stock under the Virtu At-the-Market Offering. At October 28, 2023, $ 7,825 was available under the Virtu At-the-Market Offering. The Company previously entered into an Open Market Sale Agreement SM with Jefferies LLC ("Jefferies At-the-Market Offering"), under which the Company was able to offer and sell, from time to time, up to 1,000,000 shares of common stock, par value $ 0.01 per share, which shares were included in the securities registered pursuant to the Registration Statement. Effective June 29, 2023, the Company terminated the Jefferies At-the-Market Offering. During the three and nine months ended October 28, 2023, the Company did no t make any offerings or sales of shares of common stock under the Jefferies At-the-Market Offering. During the nine months ended October 29, 2022 , the Company issued and sold 104,980 shares of common stock under the Jefferies At-the-Market Offering for aggregate net proceeds of $ 825 , at an average price of $ 7.86 per share. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 9 Months Ended |
Oct. 28, 2023 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Note 9. Earnings (Loss) Per Share Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Except when the effect would be anti-dilutive, diluted earnings (loss) per share is calculated based on the weighted average number of shares of common stock outstanding plus the dilutive effect of share-based awards calculated under the treasury stock method. In periods when the Company incurs a net loss, share-based awards are excluded from the calculation of earnings per share as their inclusion would have an anti-dilutive effect. The following is a reconciliation of weighted average basic shares to weighted average diluted shares outstanding: Three Months Ended Nine Months Ended October 28, October 29, October 28, October 29, 2023 2022 2023 2022 Weighted-average shares—basic 12,492,278 12,307,952 12,420,991 12,186,490 Effect of dilutive equity securities 5,050 — 51,887 — Weighted-average shares—diluted 12,497,328 12,307,952 12,472,878 12,186,490 For the three and nine months ended October 28, 2023 , 390,086 and 380,487 , respectively, weighted average shares of share-based compensation were excluded from the computation of weighted average shares for diluted earnings per share, as their effect would have been anti-dilutive. Because the Company incurred a net loss for the three and nine months ended October 29, 2022 , weighted-average basic shares and weighted-average diluted shares outstanding are equal for these periods. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Oct. 28, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10. Commitments and Contingencies Contractual Cash Obligations On May 25, 2023, in connection with the Closing, Vince, LLC and ABG Vince entered into the License Agreement. The initial term of the License Agreement began on May 25, 2023, the date on which the Closing actually occurred, and ends at the end of the Company's 2032 fiscal year, unless sooner terminated pursuant to the terms of the License Agreement. Vince, LLC is required to pay ABG Vince a royalty on net sales of Licensed Products and committed to an annual guaranteed minimum royalty of $ 11,000 during the initial term of the License Agreement, except that the guaranteed minimum royalty for the first contract year during the initial term will be prorated to the period beginning on the Closing Date and ending at the end of the Company's 2023 fiscal year. See Note 1 "Description of Business and Basis of Presentation - (F) Recent Transactions" for further information. 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. |
Income Taxes
Income Taxes | 9 Months Ended |
Oct. 28, 2023 | |
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. The provision for income taxes of $ 509 for the three months ended October 28, 2023 resulted primarily from discrete tax expense associated with the Authentic Transaction. The provision for income taxes for the three months ended October 28, 2023 includes a correction of an error of $ 499 related to discrete state tax expense associated with the Authentic Transaction that should have been recorded during the second quarter of fiscal 2023. The benefit for income taxes of $ 5,368 for the nine months ended October 28, 2023 was due to a $ 6,022 discrete tax benefit resulting 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 $ 499 of discrete state tax expense associated with the Authentic Transaction and tax expense from applying the Company's estimated effective tax rate for the fiscal year to the nine-month income (loss) before income taxes and equity in net income 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. The Company's estimated effective tax rate for the fiscal year is primarily driven by the non-cash deferred tax expense created by the current period amortization of indefinite-lived goodwill for tax but not for book purposes. A portion of these deferred tax liabilities cannot be used as a source to support the realization of certain deferred tax assets related to the Company's net operating losses, which results in additional tax expense for the amortization difference for goodwill. The benefit for income taxes was $ 6,615 for the three months ended October 29, 2022, and primarily reflected the impact of a decrease in the Company's estimated effective tax rate for the full fiscal year. The provision for income taxes of $ 1,288 for the nine months ended October 29, 2022 reflected the impact of applying the Company's estimated effective tax rate for the fiscal year to the nine-month income (loss) before income taxes and equity in net income of equity method investment. The Company's estimated effective tax rate for the fiscal year was driven by the non-cash deferred tax expense created by the current period amortization of indefinite-lived goodwill and intangible assets for tax but not for book purposes. A portion of these deferred tax liabilities cannot be used as a source to support the realization of certain deferred tax assets related to the Company's net operating losses which results in tax expense to record these deferred tax liabilities. 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. |
Leases
Leases | 9 Months Ended |
Oct. 28, 2023 | |
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 nine months ended October 28, 2023 and October 29, 2022 . The Company's lease cost is comprised of the following: Three Months Ended Nine Months Ended October 28, October 29, October 28, October 29, (in thousands) 2023 2022 2023 2022 Operating lease cost $ 5,675 $ 6,446 $ 13,779 $ 18,859 Variable operating lease cost 180 45 265 503 Total lease cost $ 5,855 $ 6,491 $ 14,044 $ 19,362 The operating lease cost for the nine months ended October 28, 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 October 28, 2023, the future maturities of lease liabilities were as follows: October 28, (in thousands) 2023 Fiscal 2023 $ 6,087 Fiscal 2024 23,127 Fiscal 2025 17,533 Fiscal 2026 13,906 Fiscal 2027 10,825 Thereafter 38,349 Total lease payments 109,827 Less: Imputed interest ( 21,903 ) Total operating lease liabilities $ 87,924 The operating lease payments do not include any renewal options as such leases are not reasonably certain of being renewed as of October 28, 2023 , and do not include $ 664 of legally binding minimum lease payments for leases signed but not yet commenced. |
Segment Financial Information
Segment Financial Information | 9 Months Ended |
Oct. 28, 2023 | |
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. The accounting policies of the Company's reportable segments are consistent with those described in Note 1 to the audited consolidated financial statements of VHC for the fiscal year ended January 28, 2023 included in the 2022 Annual Report on Form 10-K. Unallocated corporate expenses are related to the Vince brand and are comprised of SG&A expenses attributable to corporate and administrative activities (such as marketing, design, finance, information technology, legal and human resource departments), and other charges that are not directly attributable to the Company's Vince Wholesale and Vince Direct-to-consumer reportable segments. Unallocated corporate assets are related to the Vince brand and are comprised of the carrying values of the Company's goodwill, 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 October 28, 2023 Net Sales (1) $ 49,840 $ 34,236 $ — $ — $ 84,076 Income (loss) before income taxes and equity in net income of equity method investment (3) 15,167 ( 48 ) ( 6 ) ( 14,277 ) 836 Three Months Ended October 29, 2022 Net Sales (4) $ 55,023 $ 34,651 $ 8,890 $ — $ 98,564 Income (loss) before income taxes and equity in net income of equity method investment (5) 14,352 696 ( 13,155 ) ( 13,744 ) ( 11,851 ) Nine Months Ended October 28, 2023 Net Sales (1) $ 118,714 $ 98,674 $ 191 $ — $ 217,579 Income (loss) before income taxes and equity in net income of equity method investment (2) (3) 35,098 2,151 2,443 ( 15,809 ) 23,883 Nine Months Ended October 29, 2022 Net Sales (4) $ 135,179 $ 103,633 $ 27,322 $ — $ 266,134 Income (loss) before income taxes and equity in net income of equity method investment 37,312 ( 723 ) ( 20,124 ) ( 42,571 ) ( 26,106 ) (in thousands) Vince Wholesale Vince Direct-to-consumer Rebecca Taylor and Parker Unallocated Corporate Total October 28, 2023 Total Assets $ 97,062 $ 91,892 $ — $ 56,338 $ 245,292 January 28, 2023 Total Assets $ 83,134 $ 95,499 $ 981 $ 123,731 $ 303,345 (1) Net sales for the Rebecca Taylor and Parker reportable segment for the three and nine months ended October 28, 2023 consisted of $ 0 and $ 191, respectively, through wholesale distribution channels of residual revenue contracted prior to the sale of the Rebecca Taylor tradename. (2) The Rebecca Taylor and Parker reportable segment for the nine months ended October 28, 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 1 "Description of Business and Basis of Presentation - (F) Recent Transactions" and Note 2 "Wind Down of Rebecca Taylor Business" for further information. (3) Unallocated Corporate for the three months ended October 28, 2023 includes $ 248 of transaction expenses associated with the Asset Sale. For the nine months ended October 28, 2023, Unallocated Corporate includes the $ 32,043 gain associated with the Asset Sale and $ 5,030 of transaction related expenses associated with the Asset Sale. See Note 1 "Description of Business and Basis of Presentation - (F) Recent Transactions" for further information. (4) Net sales for the Rebecca Taylor and Parker reportable segment for the three and nine months ended October 29, 2022 consisted of $ 4,205 and $ 12,985 , respectively, through wholesale distribution channels and $ 4,685 and $ 14,337 , respectively, through direct-to-consumer distribution channels. (5) Rebecca Taylor and Parker reportable segment for the three and nine months ended October 29, 2022 includes a non-cash impairment charge of $ 2,566 of which $ 1,700 is related to the Rebecca Taylor tradename and $ 866 is related to property and equipment. The three and nine months ended October 29, 2022 also includes charges associated with the wind-down of the Rebecca Taylor business. See Note 2 "Wind Down of Rebecca Taylor Business" for additional information. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Oct. 28, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 14. Related Party Transactions Operating Agreement On May 25, 2023, Vince, LLC 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 Vince, LLC. See Note 1 "Description of Business and Basis of Presentation - (F) Recent Transactions" for further information. During the three and nine months ended October 28, 2023 , the Company received $ 389 of cash distributions under the Operating Agreement. License Agreement On May 25, 2023, Vince, LLC and ABG Vince entered into the License Agreement, whereby Vince, LLC 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 1 "Description of Business and Basis of Presentation - (F) Recent Transactions" for further information. During the three and nine months ended October 28, 2023, the Company paid $ 2,200 and $ 6,395 , respectively, under the License Agreement. At October 28, 2023, $ 142 was included within Prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets. Third Lien Credit Agreement On December 11, 2020, Vince, LLC entered into the $ 20,000 Third Lien Credit Facility pursuant to the Third Lien Credit Agreement, by and among Vince, LLC, as the borrower, SK Financial, as agent and lender, and other lenders from time-to-time party thereto. SK Financial is an affiliate of Sun Capital, whose affiliates own, as of October 28, 2023 , approximately 68 % 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 "Net Tax Benefit"). As of October 28, 2023 , the Company's total obligation under the Tax Receivable Agreement was estimated to be $ 0 based on the projected usage of the Pre IPO Tax Benefits. 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 October 28, 2023 and October 29, 2022 , the Company incurred expenses of $ 1 and $ 1 , respectively, under the Sun Capital Consulting Agreement. During the nine months ended October 28, 2023 and October 29, 2022 , the Company incurred expenses of $ 4 and $ 11 , respectively, under the Sun Capital Consulting Agreement. |
Description of Business and B_2
Description of Business and Basis of Presentation (Policies) | 9 Months Ended |
Oct. 28, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | (A) Description of Business: The Company is a global retail company that operates the Vince brand women's and men's ready to wear business. Vince, established in 2002, is a leading global luxury apparel and accessories brand best known for creating elevated yet understated pieces for every day effortless style. Previously, the Company also owned and operated the Rebecca Taylor and Parker brands until the sale of the respective intellectual property was completed, as discussed below. On April 21, 2023 the Company entered into a strategic partnership ("Authentic Transaction") with Authentic Brands Group, LLC ("Authentic"), a global brand development, marketing and entertainment platform, whereby the Company 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, Vince, LLC entered into a License Agreement (the "License Agreement") with ABG-Vince LLC, which provides Vince, LLC with an exclusive, long-term license to use the Licensed Property in the Territory to the Approved Accounts (each as defined in the License Agreement). See "(F) Recent Transactions" below 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. See Note 2 "Wind Down of Rebecca Taylor Business" 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 "(F) Recent Transactions" below 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 January 28, 2023, as set forth in the 2022 Annual Report on Form 10-K. The condensed consolidated financial statements include the Company's accounts and the accounts of the Company's wholly-owned subsidiaries as of October 28, 2023 . All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) and disclosures necessary for a fair statement. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or the fiscal year as a whole. |
Use of Estimates | (C) Use of Estimates : The preparation of financial statements in conformity with GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements which affect revenues and expenses during the period reported. Estimates are adjusted when necessary to reflect actual experience. Significant estimates and assumptions may affect many items in the financial statements. Actual results could differ from estimates and assumptions in amounts that may be material to the consolidated financial statements. |
Sources And Uses Of Liquidity | (D) Sources and Uses of Liquidity: The Company's sources of liquidity are cash and cash equivalents, cash flows from operations, if any, borrowings available under the 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 October 28, 2023 and January 28, 2023 , the contract liability was $ 1,506 and $ 1,617 , respectively. For the three and nine months ended October 28, 2023 , the Company recognized $ 59 and $ 234 , respectively, of revenue that was previously included in the contract liability as of January 28, 2023 . |
Recent Transactions | (F) Recent Transactions: The following transactions have occurred during fiscal 2023. In addition, see Note 2 "Wind Down of Rebecca Taylor Business" for further information. 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 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) during the nine months ended October 28, 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 Vince, LLC 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 will own 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 Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) during the nine months ended October 28, 2023. Additionally, during the three and nine months ended October 28, 2023 , the Company incurred total transaction related costs of approximately $ 248 and $ 5,555 , respectively . 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 Condensed Consolidated Balance Sheets. The remaining transaction related costs are included in selling, general and administrative ("SG&A") expense in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). 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 Vince, LLC, ABG Vince, the Company and ABG Intermediate Holdings 2 LLC, Vince, LLC 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 Vince, LLC. The Company accounts for its 25 % interest in ABG Vince under the equity method. In applying the equity method, the Company recorded the initial investment at cost and subsequently increases or decreases the carrying amount of the investment by the Company's proportionate share of net income or loss. Distributions received from ABG Vince are recognized as a reduction of the carrying amount of the investment. The Company's proportionate share of ABG Vince's net income or loss is recorded within Equity in net income of equity method investment on the 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. License Agreement On May 25, 2023, in connection with the Closing, Vince, LLC and ABG Vince entered into a License Agreement (the "License Agreement"), which provides Vince, LLC 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). Vince, LLC 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 Vince, LLC 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. Vince, LLC has the option to renew the License Agreement on the terms set forth in the License Agreement for eight consecutive periods of ten years each, unless the License Agreement is sooner terminated pursuant to its terms or Vince, LLC is in material breach of the License Agreement and such breach has not been cured within the specified cure period. Vince, LLC may elect not to renew the term for a renewal term. Vince, LLC 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). Vince, LLC 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). |
Recent Accounting Pronouncements | (G) Recent Accounting Pronouncements: Except as noted below, the Company has considered all recent accounting pronouncements and has concluded that there are no recent accounting pronouncements that may have a material impact on its Consolidated Financial Statements, based on current information. Recently Adopted Accounting Pronouncements In June 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-13: " Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" . The ASU requires an impairment model (known as the current expected credit loss ("CECL") model) that is based on expected losses rather than incurred losses. Under the new guidance, each reporting entity should estimate an allowance for expected credit losses, which is intended to result in more timely recognition of losses. The new standard applies to trade receivables arising from revenue transactions. Under Accounting Standards Codification 606, revenue is recognized when, among other criteria, it is probable that an entity will collect the consideration it is entitled to when goods or services are transferred to a customer. When trade receivables are recorded, they become subject to the CECL model and estimates of expected credit losses on trade receivables over their contractual life will be required to be recorded at inception based on historical information, current conditions, and reasonable and supportable forecasts. The Company adopted the guidance on January 29, 2023, the first day of fiscal 2023, which did not have a material effect on the Company's consolidated financial statements. Recently Issued Accounting Pronouncements 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. The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures. |
Wind down of Rebecca Taylor B_2
Wind down of Rebecca Taylor Business (Tables) | 9 Months Ended |
Oct. 28, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Rebecca Taylor Wind-Down Related Charges (Benefits) | The following table presents a summary of Rebecca Taylor wind down related charges (benefits), reported within the Rebecca Taylor and Parker segment, incurred for fiscal 2023. There were no wind down related charges (benefits) for the three months ended October 28, 2023. Nine Months Ended October 28, (in thousands) 2023 Selling, general and administrative expenses: Benefit from release of operating lease liabilities $ ( 2,025 ) Other advisory and liquidation costs 275 Total selling, general and administrative expenses ( 1,750 ) Total wind-down (benefits) charges, net $ ( 1,750 ) The following table presents a summary of Rebecca Taylor wind down related charges, reported within the Rebecca Taylor and Parker segment, incurred for the three and nine months ended October 29, 2022: (in thousands) Three and Nine Months Ended Cost of products sold: Inventory write-down $ 6,696 Selling, general and administrative expenses: Operating lease right-of-use asset accelerated amortization 2,152 Accelerated depreciation and amortization 1,062 Employee termination costs, net (1) 556 Other advisory and liquidation costs 650 Total selling, general and administrative expenses 4,420 Total wind-down charges $ 11,116 ________ (1) Employee termination costs, net are primarily related to severance and were recorded within Other accrued expenses on the Condensed Consolidated Balance Sheets. Substantially all severance costs were paid by the end of fiscal 2022. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Oct. 28, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Net Goodwill Balances | Net goodwill balances and changes therein by segment were as follows: (in thousands) Vince Wholesale Vince Rebecca Taylor and Parker Total Net Goodwill Balance as of January 28, 2023 $ 31,973 $ — $ — $ 31,973 Balance as of October 28, 2023 $ 31,973 $ — $ — $ 31,973 |
Summary of Identifiable Intangible Assets | The following table presents a summary of identifiable intangible assets as of January 28, 2023: (in thousands) Gross Amount Accumulated Amortization Accumulated Impairments Reclassification to Assets Held for Sale Net Book Value Balance as of January 28, 2023 Amortizable intangible assets: Customer relationships $ 31,355 $ ( 22,234 ) $ ( 6,115 ) $ — $ 3,006 Tradenames (1) 13,100 ( 313 ) ( 12,527 ) ( 260 ) — Indefinite-lived intangible assets: Tradenames 101,850 — ( 34,750 ) — 67,100 Total intangible assets $ 146,305 $ ( 22,547 ) $ ( 53,392 ) $ ( 260 ) $ 70,106 ________ (1) During the third quarter of fiscal 2022, the Parker tradename was classified as held for sale and amortization ceased. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Oct. 28, 2023 | |
Fair Value Disclosures [Abstract] | |
Summary of Non-Financial Assets Measured at Fair Value on Nonrecurring Basis | The following table presents the non-financial assets the Company measured at fair value on a non-recurring basis for the nine months ended October 29, 2022, based on such fair value hierarchy. There were no losses on these non-financial assets taken in the nine months ended October 28, 2023. Net Carrying Value of Fair Value Measured and Recorded at Reporting Date Using: Total Losses - Nine Months Ended (in thousands) October 29, 2022 Level 1 Level 2 Level 3 October 29, 2022 Property and equipment $ 158 $ — $ — $ 158 $ 866 (1) Tradenames - Indefinite-lived 2,630 — — 2,630 1,700 (2) ________ (1) Recorded within Impairment of long-lived assets on the Condensed Consolidated Statements of Operations and Comprehensive Loss. (2) Recorded within Impairment of intangible assets on the Condensed Consolidated Statements of Operations and Comprehensive Loss. On December 22, 2022, the Company's indirectly wholly owned subsidiary, Rebecca Taylor, Inc., completed the sale of its intellectual property and certain related ancillary assets to RT IPCO, LLC, an affiliate of Ramani Group. See Note 2 "Wind Down of Rebecca Taylor Business" and Note 3 “Goodwill and Intangible Assets” for additional information. |
Long-Term Debt and Financing _2
Long-Term Debt and Financing Arrangements (Tables) | 9 Months Ended |
Oct. 28, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Long-Term Debt | Debt obligations consisted of the following: October 28, January 28, (in thousands) 2023 2023 Long-term debt: Term Loan Facilities $ — $ 29,378 Revolving Credit Facilities 29,377 58,498 Third Lien Credit Facility 28,831 25,956 Total debt principal 58,208 113,832 Less: current portion of long-term debt — 3,500 Less: deferred financing costs 282 2,254 Total long-term debt $ 57,926 $ 108,078 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 9 Months Ended |
Oct. 28, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Summary of Stock Option Activity | A summary of stock option activity for the nine months ended October 28, 2023 is as follows: Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value thousands) Outstanding at January 28, 2023 58 $ 38.77 2.7 $ — Granted — $ — Exercised — $ — Forfeited or expired ( 58 ) $ 38.77 Outstanding at October 28, 2023 — $ — — $ — Vested and exercisable at October 28, 2023 — $ — — $ — |
Schedule of Restricted Stock Units Activity | A summary of restricted stock unit activity for the nine months ended October 28, 2023 is as follows: Restricted Stock Units Weighted Average Grant Date Fair Value Non-vested restricted stock units at January 28, 2023 550,293 $ 9.44 Granted 73,433 $ 5.45 Vested ( 181,124 ) $ 9.85 Forfeited ( 68,161 ) $ 9.22 Non-vested restricted stock units at October 28, 2023 374,441 $ 8.50 |
Earnings (Loss) Per Share (Tabl
Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Oct. 28, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Weighted Average Basic Shares to Weighted Average Diluted Shares Outstanding | The following is a reconciliation of weighted average basic shares to weighted average diluted shares outstanding: Three Months Ended Nine Months Ended October 28, October 29, October 28, October 29, 2023 2022 2023 2022 Weighted-average shares—basic 12,492,278 12,307,952 12,420,991 12,186,490 Effect of dilutive equity securities 5,050 — 51,887 — Weighted-average shares—diluted 12,497,328 12,307,952 12,472,878 12,186,490 For the three and nine months ended October 28, 2023 , 390,086 and 380,487 , 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. |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Oct. 28, 2023 | |
Leases [Abstract] | |
Summary of Lease Cost | The Company's lease cost is comprised of the following: Three Months Ended Nine Months Ended October 28, October 29, October 28, October 29, (in thousands) 2023 2022 2023 2022 Operating lease cost $ 5,675 $ 6,446 $ 13,779 $ 18,859 Variable operating lease cost 180 45 265 503 Total lease cost $ 5,855 $ 6,491 $ 14,044 $ 19,362 The operating lease cost for the nine months ended October 28, 2023 , included a benefit of $ 779 for the correction of an error recorded within SG&A expenses related to a lease modification that occurred during fiscal 2022 for a Vince retail store, leading to an overstatement of the ROU assets and an overstatement of the lease obligations in fiscal 2022. |
Summary of Future Maturity of Lease Liabilities | As of October 28, 2023, the future maturities of lease liabilities were as follows: October 28, (in thousands) 2023 Fiscal 2023 $ 6,087 Fiscal 2024 23,127 Fiscal 2025 17,533 Fiscal 2026 13,906 Fiscal 2027 10,825 Thereafter 38,349 Total lease payments 109,827 Less: Imputed interest ( 21,903 ) Total operating lease liabilities $ 87,924 |
Segment Financial Information (
Segment Financial Information (Tables) | 9 Months Ended |
Oct. 28, 2023 | |
Segment Reporting [Abstract] | |
Summary of Reportable Segments Information | Summary information for the Company's reportable segments is presented below. (in thousands) Vince Wholesale Vince Direct-to-consumer Rebecca Taylor and Parker Unallocated Corporate Total Three Months Ended October 28, 2023 Net Sales (1) $ 49,840 $ 34,236 $ — $ — $ 84,076 Income (loss) before income taxes and equity in net income of equity method investment (3) 15,167 ( 48 ) ( 6 ) ( 14,277 ) 836 Three Months Ended October 29, 2022 Net Sales (4) $ 55,023 $ 34,651 $ 8,890 $ — $ 98,564 Income (loss) before income taxes and equity in net income of equity method investment (5) 14,352 696 ( 13,155 ) ( 13,744 ) ( 11,851 ) Nine Months Ended October 28, 2023 Net Sales (1) $ 118,714 $ 98,674 $ 191 $ — $ 217,579 Income (loss) before income taxes and equity in net income of equity method investment (2) (3) 35,098 2,151 2,443 ( 15,809 ) 23,883 Nine Months Ended October 29, 2022 Net Sales (4) $ 135,179 $ 103,633 $ 27,322 $ — $ 266,134 Income (loss) before income taxes and equity in net income of equity method investment 37,312 ( 723 ) ( 20,124 ) ( 42,571 ) ( 26,106 ) (in thousands) Vince Wholesale Vince Direct-to-consumer Rebecca Taylor and Parker Unallocated Corporate Total October 28, 2023 Total Assets $ 97,062 $ 91,892 $ — $ 56,338 $ 245,292 January 28, 2023 Total Assets $ 83,134 $ 95,499 $ 981 $ 123,731 $ 303,345 (1) Net sales for the Rebecca Taylor and Parker reportable segment for the three and nine months ended October 28, 2023 consisted of $ 0 and $ 191, respectively, through wholesale distribution channels of residual revenue contracted prior to the sale of the Rebecca Taylor tradename. (2) The Rebecca Taylor and Parker reportable segment for the nine months ended October 28, 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 1 "Description of Business and Basis of Presentation - (F) Recent Transactions" and Note 2 "Wind Down of Rebecca Taylor Business" for further information. (3) Unallocated Corporate for the three months ended October 28, 2023 includes $ 248 of transaction expenses associated with the Asset Sale. For the nine months ended October 28, 2023, Unallocated Corporate includes the $ 32,043 gain associated with the Asset Sale and $ 5,030 of transaction related expenses associated with the Asset Sale. See Note 1 "Description of Business and Basis of Presentation - (F) Recent Transactions" for further information. (4) Net sales for the Rebecca Taylor and Parker reportable segment for the three and nine months ended October 29, 2022 consisted of $ 4,205 and $ 12,985 , respectively, through wholesale distribution channels and $ 4,685 and $ 14,337 , respectively, through direct-to-consumer distribution channels. (5) Rebecca Taylor and Parker reportable segment for the three and nine months ended October 29, 2022 includes a non-cash impairment charge of $ 2,566 of which $ 1,700 is related to the Rebecca Taylor tradename and $ 866 is related to property and equipment. The three and nine months ended October 29, 2022 also includes charges associated with the wind-down of the Rebecca Taylor business. See Note 2 "Wind Down of Rebecca Taylor Business" for additional information. |
Description of Business and B_3
Description of Business and Basis of Presentation - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | 21 Months Ended | ||||||
May 25, 2023 USD ($) Store | Feb. 17, 2023 USD ($) | Oct. 28, 2023 USD ($) | Jul. 29, 2023 USD ($) | Oct. 28, 2023 USD ($) | Oct. 29, 2022 USD ($) | May 24, 2023 USD ($) | Apr. 21, 2023 USD ($) | Jan. 28, 2023 USD ($) | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Contract liability | $ 1,506 | $ 1,506 | $ 1,617 | ||||||
Revenue recognized included in contract liability | 59 | 234 | |||||||
Intellectual property assets carrying amount | $ 70,106 | ||||||||
Proceeds from sale of intangible assets | 77,525 | ||||||||
Gain on sale of intangible assets | 32,808 | ||||||||
Transaction related costs, incurred to acquire the investment | 525 | ||||||||
Payment for term loan | 29,378 | $ 1,750 | |||||||
ABG Vince [Member] | |||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Intellectual property assets carrying amount | $ 69,957 | ||||||||
Transaction related costs of asset sale | $ 248 | 5,555 | |||||||
Transaction related costs, incurred to acquire the investment | $ 525 | ||||||||
Term Loan Credit Facility [Member] | |||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Payment for term loan | $ 28,724 | ||||||||
Vince [Member] | |||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Gain on sale of intangible assets | $ 32,043 | ||||||||
Vince [Member] | Minimum [Member] | |||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Number of retail stores | Store | 45 | ||||||||
Royalty Expense | $ 11,000 | ||||||||
Vince [Member] | ABG Vince [Member] | |||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Percentage of membership interest to be owned upon closing of asset sale | 25% | ||||||||
Percentage of membership interest owned upon closing of asset sale | 25% | ||||||||
Membership interest value owned upon closing of asset sale | $ 25,500 | ||||||||
Vince [Member] | Term Loan Credit Facility [Member] | |||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Payment for term loan | $ 7,335 | ||||||||
Vince [Member] | Authentic Transaction [Member] | |||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Cash consideration to be received upon closing of asset sale | $ 76,500 | ||||||||
Cash consideration received upon closing of asset sale | $ 76,500 | ||||||||
Authentic Brands Group [Member] | ABG Vince [Member] | |||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Percentage of membership interest to be owned upon closing of asset sale | 75% | ||||||||
BCI Brands [Member] | |||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Proceeds from sale of intangible assets | $ 1,025 | ||||||||
Parker Lifestyle, LLC [Member] | |||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Gain on sale of intangible assets | 765 | ||||||||
Parker Lifestyle, LLC [Member] | Term Loan Credit Facility [Member] | |||||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||||||
Payment for term loan | $ 838 |
Wind down of Rebecca Taylor B_3
Wind down of Rebecca Taylor Business - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |||
May 25, 2023 | Dec. 22, 2022 | Oct. 28, 2023 | Oct. 29, 2022 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds from sale of intangible assets | $ 77,525 | |||
Gain on sale of intangible assets | 32,808 | |||
Repayment of borrowings | $ 29,378 | $ 1,750 | ||
Term Loan Credit Facility [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Repayment of borrowings | $ 28,724 | |||
Rebecca Taylor Inc [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Gain on sale of intangible assets | $ 1,620 | |||
Rebecca Taylor Inc [Member] | Term Loan Credit Facility [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Repayment of borrowings | 2,997 | |||
Rebecca Taylor Inc [Member] | 2018 Revolving Credit Facility [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Repayment of borrowings | 427 | |||
Ramani Group [Member] | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Proceeds from sale of intangible assets | $ 4,250 |
Wind down of Rebecca Taylor B_4
Wind down of Rebecca Taylor Business - Summary of Rebecca Taylor Wind -Down Related Charges (Benefits) (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2023 | Oct. 29, 2022 | Oct. 28, 2023 | Oct. 29, 2022 | |
Selling, general and administrative expenses: | ||||
Total selling, general and administrative expenses | $ 34,356 | $ 39,198 | $ 98,630 | $ 119,128 |
Wind-down [Member] | Rebecca Taylor Inc [Member] | ||||
Cost of Goods and Services Sold [Abstract] | ||||
Inventory Write-down | 6,696 | 6,696 | ||
Selling, general and administrative expenses: | ||||
Benefit from release of operating lease liabilities | (2,025) | |||
Operating Lease Right-of-Use Asset Accelerated Amortization | 2,152 | 2,152 | ||
Accelerated Depreciation And Amortization | 1,062 | 1,062 | ||
Employee Termination Costs, Net | 556 | 556 | ||
Other advisory and liquidation costs | 650 | 275 | 650 | |
Total selling, general and administrative expenses | 4,420 | (1,750) | 4,420 | |
Total wind-down (benefits) charges, net | $ 11,116 | $ (1,750) | $ 11,116 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Goodwill Balances (Detail) $ in Thousands | Oct. 28, 2023 USD ($) |
Goodwill [Line Items] | |
Beginning balance - Total Net Goodwill | $ 31,973 |
Ending balance - Total Net Goodwill | 31,973 |
Vince [Member] | Wholesale [Member] | |
Goodwill [Line Items] | |
Beginning balance - Total Net Goodwill | 31,973 |
Ending balance - Total Net Goodwill | $ 31,973 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2023 | Oct. 29, 2022 | Oct. 28, 2023 | Oct. 29, 2022 | |
Identifiable Intangible Assets [Line Items] | ||||
Accumulated impairments goodwill | $ 101,845,000 | $ 101,845,000 | ||
Amortization of identifiable intangible assets | 0 | $ 661,000 | 149,000 | $ 989,000 |
Tradenames [Member] | ||||
Identifiable Intangible Assets [Line Items] | ||||
Impairment of intangible assets | $ 0 | $ 0 | ||
Rebecca Taylor Inc [Member] | Tradenames [Member] | ||||
Identifiable Intangible Assets [Line Items] | ||||
Impairment of intangible assets | $ 1,700,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Summary of Identifiable Intangible Assets (Detail) $ in Thousands | Jan. 28, 2023 USD ($) |
Identifiable Intangible Assets [Line Items] | |
Gross Amount | $ 146,305 |
Accumulated Amortization | (22,547) |
Accumulated impairments | (53,392) |
Reclassification to Assets Held for Sale | (260) |
Net Book Value | 70,106 |
Tradenames [Member] | |
Identifiable Intangible Assets [Line Items] | |
Accumulated impairments | (34,750) |
Gross Amount | 101,850 |
Net Book Value | 67,100 |
Customer Relationships [Member] | |
Identifiable Intangible Assets [Line Items] | |
Gross Amount | 31,355 |
Accumulated Amortization | (22,234) |
Accumulated Impairments | (6,115) |
Net Book Value | 3,006 |
Tradenames [Member] | |
Identifiable Intangible Assets [Line Items] | |
Gross Amount | 13,100 |
Accumulated Amortization | (313) |
Accumulated Impairments | (12,527) |
Reclassification to Assets Held for Sale | $ (260) |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 9 Months Ended | |||
Oct. 28, 2023 | Jan. 28, 2023 | Sep. 07, 2021 | Dec. 11, 2020 | |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Non-financial assets recognized at fair value | $ 0 | $ 0 | ||
Non-financial liabilities recognized at fair value | 0 | 0 | ||
Total long-term debt principal | 58,208,000 | 113,832,000 | ||
Losses on non-financial assets | 0 | |||
Term Loan Credit Facility [Member] | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Total long-term debt principal | $ 35,000,000 | |||
Third Lien Credit Agreement [Member] | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Total long-term debt principal | 28,831,000 | 25,956,000 | $ 20,000,000 | |
Third Lien Credit Agreement [Member] | Level 3 [Member] | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Fair value of term loan facility | $ 29,000,000 | $ 27,000,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Non-Financial Assets Measured at Fair Value on Nonrecurring Basis (Details) - USD ($) $ in Thousands | 9 Months Ended | ||
Oct. 29, 2022 | Oct. 28, 2023 | Jan. 28, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Property and equipment, net | $ 7,651 | $ 10,479 | |
Impairment of long-lived assets | $ 866 | ||
Tradenames - Indefinite-lived, Total Losses | 1,700 | ||
Fair Value, Nonrecurring [Member] | Level 3 [Member] | Impaired Asset [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Property and equipment, Fair Value | 158 | ||
Trade Names [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Tradenames - Indefinite-lived, Total Losses | 1,700 | ||
Trade Names [Member] | Fair Value, Nonrecurring [Member] | Level 3 [Member] | Impaired Asset [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Tradenames - Indefinite-lived, Fair Value | 2,630 | ||
Net Carrying Value [Member] | Impaired Asset [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Property and equipment, net | 158 | ||
Net Carrying Value [Member] | Trade Names [Member] | Impaired Asset [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Tradenames - Indefinite-lived | $ 2,630 |
Long-Term Debt and Financing _3
Long-Term Debt and Financing Arrangements - Summary of Long-Term Debt (Detail) - USD ($) | Oct. 28, 2023 | Jan. 28, 2023 | Dec. 11, 2020 |
Long-term debt: | |||
Total debt principal | $ 58,208,000 | $ 113,832,000 | |
Less: current portion of long-term debt | 3,500,000 | ||
Less: deferred financing costs | 282,000 | 2,254,000 | |
Total long-term debt | 57,926,000 | 108,078,000 | |
Term Loan Facilities [Member] | |||
Long-term debt: | |||
Total debt principal | 29,378,000 | ||
Revolving Credit Facilities [Member] | |||
Long-term debt: | |||
Total debt principal | 29,377,000 | 58,498,000 | |
Third Lien Credit Agreement [Member] | |||
Long-term debt: | |||
Total debt principal | $ 28,831,000 | $ 25,956,000 | $ 20,000,000 |
Long-Term Debt and Financing _4
Long-Term Debt and Financing Arrangements - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 21 Months Ended | ||||
May 25, 2023 | Sep. 07, 2021 | Oct. 28, 2023 | Oct. 28, 2023 | Oct. 29, 2022 | May 24, 2023 | Jan. 28, 2023 | |
Debt Instrument [Line Items] | |||||||
Total long-term debt principal | $ 58,208 | $ 58,208 | $ 113,832 | ||||
Repayment for term loan and borrowings | $ 29,378 | $ 1,750 | |||||
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 for term loan and borrowings | $ 28,724 | ||||||
Additional term lender fee paid | 850 | ||||||
Prepayment penalty | $ 553 | ||||||
Term Loan Credit Facility [Member] | Vince, LLC [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Repayment for term loan and borrowings | $ 7,335 | ||||||
Write-off of remaining deferred financing costs | $ 0 | $ 1,755 |
Long-Term Debt and Financing _5
Long-Term Debt and Financing Arrangements - Additional Information 1 (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Jun. 23, 2023 | Oct. 28, 2023 | |
2023 Revolving Credit Facility [Member] | ||
Line Of Credit Facility [Line Items] | ||
Amount available under the Revolving Credit Facility | $ 38,976 | |
Amount outstanding under the credit facility | 29,377 | |
Letters of credit amount outstanding | $ 4,694 | |
Weighted average interest rate for borrowings outstanding | 8.20% | |
Vince, LLC [Member] | SOFR [Member] | ||
Line Of Credit Facility [Line Items] | ||
Variable rate percentage | 1% | |
Vince, 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% | |
Vince, 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% | |
Vince, 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% | |
Financing costs incurred | $ 1,147 | |
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 | |
Vince, 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% | |
Vince, LLC [Member] | 2023 Revolving Credit Facility [Member] | Financial Covenants [Member] | ||
Line Of Credit Facility [Line Items] | ||
Percentage of Loan Cap | 10% | |
Miminum excess availability | $ 7,500 | |
Vince, 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% | |
Pro forma excess availability | $ 15,000 | |
Vince, LLC [Member] | 2023 Revolving Credit Facility [Member] | Federal Funds Rate [Member] | ||
Line Of Credit Facility [Line Items] | ||
Variable rate percentage | 0.50% | |
Vince, 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% | |
Vince, 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% | |
Vince, 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% | |
Vince, 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% |
Long-Term Debt and Financing _6
Long-Term Debt and Financing Arrangements - Additional Information 2 (Detail) - USD ($) $ in Thousands | 9 Months Ended | |||
Jan. 31, 2023 | Oct. 28, 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] | Vince L L C [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Maximum borrowing capacity | $ 80,000 | |||
Write-off of remaining deferred financing costs | $ 828 | |||
Letters of credit remaining amount secured with restricted cash | $ 1,060 | |||
Amended And Restated Revolving Credit Facility Agreement [Member] | Vince L L C [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 |
Long-Term Debt and Financing _7
Long-Term Debt and Financing Arrangements - Additional Information 3 (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||||
Jun. 23, 2023 | Apr. 21, 2023 | Dec. 11, 2020 | Oct. 28, 2023 | Jan. 28, 2023 | |
Debt Instrument [Line Items] | |||||
Total long-term debt principal | $ 58,208 | $ 113,832 | |||
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] | Interest Rate on Overdue Principal Amount [Member] | |||||
Debt Instrument [Line Items] | |||||
Variable rate percentage | 2% | ||||
Third Lien Credit Agreement [Member] | Sun Capital Partners Inc [Member] | |||||
Debt Instrument [Line Items] | |||||
Aggregate ownership of equity securities | 68% | ||||
Third Amendment to Third Lien Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Variable rate percentage | 9% | ||||
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 ABL Credit Agreement | ||||
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 |
Inventory - Additional Informat
Inventory - Additional Information (Detail) - USD ($) $ in Thousands | Oct. 28, 2023 | Jan. 28, 2023 |
Inventory Disclosure [Abstract] | ||
Finished goods, net of reserves | $ 69,560 | $ 90,008 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2020 | May 31, 2018 | Oct. 28, 2023 | Oct. 29, 2022 | Oct. 28, 2023 | Oct. 29, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | $ 342,000 | $ 477,000 | $ 1,155,000 | $ 1,637,000 | ||
Non-employees [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share-based compensation expense | $ 75,000 | $ 59,000 | $ 196,000 | $ 248,000 | ||
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% | 10% | ||||
Maximum contribution per employee | $ 10,000 | |||||
Percentage of fair market value as purchase price of stock | 90% | |||||
Shares of common stock issued | 13,902 | 7,266 | ||||
Shares available for future issuance | 46,673 | 46,673 | ||||
Maximum [Member] | Vince 2013 Incentive Plan [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares authorized | 2,000,000 | 2,000,000 | ||||
Number of shares available for future grants | 906,502 | 906,502 | ||||
Maximum [Member] | Vince 2013 Incentive Plan [Member] | Employee Stock Option [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Share based compensation, award expiration period | 10 years | |||||
Maximum [Member] | Vince 2013 Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Minimum [Member] | Vince 2013 Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Option Activity (Detail) - $ / shares | 9 Months Ended | 12 Months Ended |
Oct. 28, 2023 | Jan. 28, 2023 | |
Share-Based Payment Arrangement [Abstract] | ||
Stock Options, Outstanding at beginning of period | 58 | |
Stock Options, Forfeited or expired | (58) | |
Stock Options, Outstanding at end of period | 58 | |
Weighted Average Exercise Price, Outstanding at beginning of period | $ 38.77 | |
Weighted Average Exercise Price, Forfeited or expired | $ 38.77 | |
Weighted Average Exercise Price, Outstanding at end of period | $ 38.77 | |
Weighted Average Remaining Contractual Term (years), Outstanding | 2 years 8 months 12 days |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Restricted Stock Units Activity (Detail) - Restricted Stock Units (RSUs) [Member] | 9 Months Ended |
Oct. 28, 2023 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted Stock Units, Non-vested restricted stock units at January 28, 2023 | shares | 550,293 |
Restricted Stock Units, Granted | shares | 73,433 |
Restricted Stock Units, Vested | shares | (181,124) |
Restricted Stock Units, Forfeited | shares | (68,161) |
Restricted Stock Units, Non-vested restricted stock units at October 28, 2023 | shares | 374,441 |
Weighted Average Grant Date Fair Value, Non-vested restricted stock units at January 28, 2023 | $ / shares | $ 9.44 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 5.45 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 9.85 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 9.22 |
Weighted Average Grant Date Fair Value, Non-vested restricted stock units at October 28, 2023 | $ / shares | $ 8.5 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Jun. 30, 2023 | Oct. 28, 2023 | Jul. 30, 2022 | Apr. 30, 2022 | Oct. 28, 2023 | Oct. 29, 2022 | Jan. 28, 2023 | Sep. 09, 2021 | |
Schedule Of Shareholders Equity [Line Items] | ||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | |||||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | |||||
Offering price | $ 520 | $ 305 | ||||||
Stock issued during period, shares | 0 | 0 | ||||||
Proceeds from common stock issuance | $ 825 | |||||||
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 | 104,980 | ||||||
Proceeds from common stock issuance | $ 825 | |||||||
Sale of stock average price per share | $ 7.86 | |||||||
Common stock value, available under offering | $ 7,825 | $ 7,825 |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Reconciliation of Weighted Average Basic Shares to Weighted Average Diluted Shares Outstanding (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2023 | Oct. 29, 2022 | Oct. 28, 2023 | Oct. 29, 2022 | |
Earnings Per Share [Abstract] | ||||
Weighted-average shares—basic | 12,492,278 | 12,307,952 | 12,420,991 | 12,186,490 |
Effect of dilutive equity securities | 5,050 | 51,887 | ||
Weighted-average shares—diluted | 12,497,328 | 12,307,952 | 12,472,878 | 12,186,490 |
Earnings (Loss) Per Share - Add
Earnings (Loss) Per Share - Additional Information (Detail) - shares | 3 Months Ended | 9 Months Ended |
Oct. 28, 2023 | Oct. 28, 2023 | |
Earnings Per Share [Abstract] | ||
Number of weighted average of anti-dilutive securities | 390,086 | 380,487 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | May 25, 2023 USD ($) |
Vince [Member] | Minimum [Member] | |
Commitments and Contingencies [Table] | |
Royalty expense | $ 11,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2023 | Oct. 29, 2022 | Oct. 28, 2023 | Oct. 29, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Provision (benefit) for income taxes | $ 509 | $ (6,615) | $ (5,368) | $ 1,288 |
Discrete tax included in state tax expenses related to authentic transaction | 499 | |||
Discrete tax impact from change in classification of tradename | $ 6,022 | 6,022 | ||
Tax expense excluding discrete tax impact | $ 499 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2023 | Oct. 29, 2022 | Oct. 28, 2023 | Oct. 29, 2022 | |
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 | $ 664 | $ 664 | ||
Operating lease cost | $ 5,675 | $ 6,446 | 13,779 | $ 18,859 |
Error Correction [Member] | SG&A Expenses [Member] | ||||
Lessee Lease Description [Line Items] | ||||
Operating lease cost | $ 779 |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Oct. 28, 2023 | Oct. 29, 2022 | Oct. 28, 2023 | Oct. 29, 2022 | |
Leases [Abstract] | ||||
Operating lease cost | $ 5,675 | $ 6,446 | $ 13,779 | $ 18,859 |
Variable operating lease cost | 180 | 45 | 265 | 503 |
Total lease cost | $ 5,855 | $ 6,491 | $ 14,044 | $ 19,362 |
Leases - Summary of Future Matu
Leases - Summary of Future Maturity of Lease Liabilities (Detail) $ in Thousands | Oct. 28, 2023 USD ($) |
Leases [Abstract] | |
Fiscal 2023 | $ 6,087 |
Fiscal 2024 | 23,127 |
Fiscal 2025 | 17,533 |
Fiscal 2026 | 13,906 |
Fiscal 2027 | 10,825 |
Thereafter | 38,349 |
Total lease payments | 109,827 |
Less: Imputed interest | (21,903) |
Total operating lease liabilities | $ 87,924 |
Segment Financial Information -
Segment Financial Information - Additional Information (Detail) | 9 Months Ended |
Oct. 28, 2023 Segments | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Segment Financial Information_2
Segment Financial Information - Summary of Reportable Segments Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Oct. 28, 2023 | Oct. 29, 2022 | Oct. 28, 2023 | Oct. 29, 2022 | Jan. 28, 2023 | |
Segment Reporting Information [Line Items] | |||||
Net Sales | $ 84,076 | $ 98,564 | $ 217,579 | $ 266,134 | |
Income (loss) before income taxes and equity in net income of equity method investment | 836 | (11,851) | 23,883 | (26,106) | |
Total Assets | 245,292 | 245,292 | $ 303,345 | ||
Operating Segments [Member] | Vince Wholesale [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 49,840 | 55,023 | 118,714 | 135,179 | |
Income (loss) before income taxes and equity in net income of equity method investment | 15,167 | 14,352 | 35,098 | 37,312 | |
Total Assets | 97,062 | 97,062 | 83,134 | ||
Operating Segments [Member] | Vince Direct-to-Consumer [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 34,236 | 34,651 | 98,674 | 103,633 | |
Income (loss) before income taxes and equity in net income of equity method investment | (48) | 696 | 2,151 | (723) | |
Total Assets | 91,892 | 91,892 | 95,499 | ||
Operating Segments [Member] | Rebecca Taylor and Parker [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | 8,890 | 191 | 27,322 | ||
Income (loss) before income taxes and equity in net income of equity method investment | (6) | (13,155) | 2,443 | (20,124) | |
Total Assets | 0 | 0 | 981 | ||
Unallocated Corporate [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net Sales | |||||
Income (loss) before income taxes and equity in net income of equity method investment | (14,277) | $ (13,744) | (15,809) | $ (42,571) | |
Total Assets | $ 56,338 | $ 56,338 | $ 123,731 |
Segment Financial Information_3
Segment Financial Information - Summary of Reportable Segments Information (Parenthetical) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Feb. 17, 2023 | Oct. 28, 2023 | Oct. 29, 2022 | Oct. 28, 2023 | Oct. 29, 2022 | |
Segment Reporting Information [Line Items] | |||||
Net sales | $ 84,076 | $ 98,564 | $ 217,579 | $ 266,134 | |
Gain on sale of intangible assets | 32,808 | ||||
Asset Sale [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Gain on sale of intangible assets | 32,043 | ||||
Unallocated Corporate [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | |||||
Transaction related expenses asset sale | 248 | 5,030 | |||
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 | $ 0 | 4,205 | 191 | 12,985 | |
Rebecca Taylor and Parker Direct-to-Consumer [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 4,685 | 14,337 | |||
Rebecca Taylor and Parker [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Non-cash impairment charges | 2,566 | 2,566 | |||
Rebecca Taylor and Parker [Member] | Tradenames [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Non-cash impairment charges | 1,700 | 1,700 | |||
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 and Parker [Member] | Property and Equipment [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Non-cash impairment charges | $ 866 | $ 866 | |||
Rebecca Taylor Inc [Member] | Wind-down [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net benefit from release of rebecca taylor liabilities | $ 1,750 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | ||||||
May 25, 2023 | Nov. 27, 2013 | Oct. 28, 2023 | Oct. 29, 2022 | Oct. 28, 2023 | Oct. 29, 2022 | Jan. 28, 2023 | Dec. 11, 2020 | |
Related Party Transaction [Line Items] | ||||||||
Maximum borrowing capacity | $ 58,208,000 | $ 58,208,000 | $ 113,832,000 | |||||
Received distributions of cash under operating agreement | 389,000 | 389,000 | ||||||
Payment of cash under license agreement | 2,200,000 | 6,395,000 | ||||||
Payments of cash included in prepaid expenses and other current assets | 142,000 | 142,000 | ||||||
Pre-IPO Stockholders [Member] | Tax Receivable Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Aggregate reduction in taxes payable percentage | 85% | |||||||
Total estimated obligation under Tax Receivable Agreement | 0 | 0 | ||||||
Vince [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 | $ 28,831,000 | $ 28,831,000 | $ 25,956,000 | $ 20,000,000 | ||||
Sun Capital [Member] | Third Lien Credit Agreement [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Ownership percentage of common stock | 68% | 68% | ||||||
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 | $ 4,000 | $ 11,000 |