Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Feb. 02, 2019 | Mar. 29, 2019 | Aug. 04, 2018 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Feb. 2, 2019 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | VNCE | ||
Entity Registrant Name | VINCE HOLDING CORP. | ||
Entity Central Index Key | 0001579157 | ||
Current Fiscal Year End Date | --02-02 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
Entity Shell Company | false | ||
Entity Common Stock, Shares Outstanding | 11,622,994 | ||
Entity Public Float | $ 55.1 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Feb. 02, 2019 | Feb. 03, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 118 | $ 5,372 |
Trade receivables, net | 28,896 | 20,760 |
Inventories, net | 53,271 | 48,921 |
Prepaid expenses and other current assets | 6,317 | 6,521 |
Total current assets | 88,602 | 81,574 |
Property and equipment, net | 25,156 | 31,608 |
Intangible assets, net | 76,501 | 77,099 |
Goodwill | 41,435 | 41,435 |
Deferred income taxes | 203 | 379 |
Other assets | 3,034 | 2,439 |
Total assets | 234,931 | 234,534 |
Current liabilities: | ||
Accounts payable | 28,787 | 22,556 |
Accrued salaries and employee benefits | 5,510 | 6,715 |
Other accrued expenses | 8,535 | 7,906 |
Current portion of long-term debt | 2,750 | 8,000 |
Total current liabilities | 45,582 | 45,177 |
Long-term debt | 42,340 | 40,682 |
Deferred rent | 14,636 | 15,633 |
Other liabilities | 58,273 | 58,273 |
Commitments and contingencies (Note 5) | ||
Stockholders' equity: | ||
Common stock at $0.01 par value (100,000,000 shares authorized, 11,622,994 and 11,616,500 shares issued and outstanding at February 2, 2019 and February 3, 2018, respectively) | 116 | 116 |
Additional paid-in capital | 1,114,695 | 1,113,342 |
Accumulated deficit | (1,040,646) | (1,038,624) |
Accumulated other comprehensive loss | (65) | (65) |
Total stockholders' equity | 74,100 | 74,769 |
Total liabilities and stockholders' equity | $ 234,931 | $ 234,534 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Feb. 02, 2019 | Feb. 03, 2018 | Oct. 23, 2017 | Oct. 22, 2017 | Sep. 06, 2017 | Sep. 05, 2017 |
Statement Of Financial Position [Abstract] | ||||||
Common stock, par value | $ 0.01 | $ 0.01 | ||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 250,000,000 | 250,000,000 | 100,000,000 |
Common stock, shares issued | 11,622,994 | 11,616,500 | ||||
Common stock, shares outstanding | 11,622,994 | 11,616,500 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Income Statement [Abstract] | |||
Net sales | $ 278,951 | $ 272,582 | $ 268,199 |
Cost of products sold | 148,226 | 150,793 | 145,380 |
Gross profit | 130,725 | 121,789 | 122,819 |
Impairment of goodwill and indefinite-lived intangible asset | 53,061 | ||
Selling, general and administrative expenses | 126,586 | 140,106 | 134,430 |
Income (loss) from operations | 4,139 | (18,317) | (64,672) |
Interest expense, net | 5,882 | 5,540 | 3,932 |
Other expense (income), net | 225 | (81,882) | 329 |
(Loss) income before income taxes | (1,968) | 58,025 | (68,933) |
Provision (benefit) for income taxes | 54 | (572) | 93,726 |
Net (loss) income and comprehensive (loss) income | $ (2,022) | $ 58,597 | $ (162,659) |
Earnings (loss) per share: | |||
Basic (loss) earnings per share | $ (0.17) | $ 7.70 | $ (35.04) |
Diluted (loss) earnings per share | $ (0.17) | $ 7.70 | $ (35.04) |
Weighted average shares outstanding: | |||
Basic | 11,619,828 | 7,605,822 | 4,642,053 |
Diluted | 11,619,828 | 7,608,427 | 4,642,053 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Deficit) - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] |
Beginning Balance at Jan. 30, 2016 | $ 78,502 | $ 37 | $ 1,013,008 | $ (934,478) | $ (65) |
Beginning Balance, shares at Jan. 30, 2016 | 3,677,941 | ||||
Comprehensive income (loss): | |||||
Net income (loss) | (162,659) | (162,659) | |||
Common stock issuance, net of certain costs | 64,110 | $ 12 | 64,098 | ||
Common stock issuance, net of certain costs, shares | 1,181,818 | ||||
Share-based compensation expense | 1,344 | 1,344 | |||
Exercise of stock options and issuance of common stock under employee stock purchase plan | 4,722 | 4,722 | |||
Exercise of stock options and issuance of common stock under employee stock purchase plan, shares | 81,543 | ||||
Restricted stock unit vestings | 0 | $ 0 | 0 | 0 | 0 |
Restricted stock unit vestings, shares | 1,458 | ||||
Ending Balance at Jan. 28, 2017 | (13,981) | $ 49 | 1,083,172 | (1,097,137) | (65) |
Ending Balance, shares at Jan. 28, 2017 | 4,942,760 | ||||
Comprehensive income (loss): | |||||
Net income (loss) | 58,597 | 58,597 | |||
Common stock issuance, net of certain costs | 28,973 | $ 67 | 28,906 | ||
Common stock issuance, net of certain costs, shares | 6,666,666 | ||||
Share-based compensation expense | 1,138 | 1,138 | |||
Exercise of stock options and issuance of common stock under employee stock purchase plan | 42 | 42 | |||
Exercise of stock options and issuance of common stock under employee stock purchase plan, shares | 4,244 | ||||
Restricted stock unit vestings | 0 | $ 0 | 0 | 0 | 0 |
Restricted stock unit vestings, shares | 3,137 | ||||
Shares cancelled as a result of the reverse stock split | (307) | ||||
Cumulative effect of the adoption of new accounting pronouncement | 84 | (84) | |||
Ending Balance at Feb. 03, 2018 | $ 74,769 | $ 116 | 1,113,342 | (1,038,624) | (65) |
Ending Balance, shares at Feb. 03, 2018 | 11,616,500 | 11,616,500 | |||
Comprehensive income (loss): | |||||
Net income (loss) | $ (2,022) | (2,022) | |||
Share-based compensation expense | 1,335 | 1,335 | |||
Exercise of stock options and issuance of common stock under employee stock purchase plan | 18 | 18 | |||
Exercise of stock options and issuance of common stock under employee stock purchase plan, shares | 1,654 | ||||
Restricted stock unit vestings | 0 | $ 0 | 0 | 0 | 0 |
Restricted stock unit vestings, shares | 4,840 | ||||
Ending Balance at Feb. 02, 2019 | $ 74,100 | $ 116 | $ 1,114,695 | $ (1,040,646) | $ (65) |
Ending Balance, shares at Feb. 02, 2019 | 11,622,994 | 11,622,994 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Operating activities | |||
Net (loss) income | $ (2,022) | $ 58,597 | $ (162,659) |
Add (deduct) items not affecting operating cash flows: | |||
Impairment of goodwill and indefinite-lived intangible asset | 53,061 | ||
Depreciation and amortization | 8,138 | 10,098 | 8,684 |
Adjustment to Tax Receivable Agreement obligation | (82,002) | ||
Impairment of property and equipment | 1,684 | 5,111 | 2,082 |
Loss on disposal of property and equipment | 293 | ||
Deferred rent | (1,286) | (1,269) | 413 |
Deferred income taxes | 176 | (379) | 93,444 |
Share-based compensation expense | 1,335 | 1,138 | 1,344 |
Loss on debt extinguishment | 816 | ||
Amortization of deferred financing cost | 660 | 1,239 | 483 |
Other | 1 | 218 | |
Changes in assets and liabilities: | |||
Receivables, net | (8,136) | (10,280) | (936) |
Inventories | (4,350) | (10,392) | (1,953) |
Prepaid expenses and other current assets | 633 | (1,738) | 544 |
Accounts payable and accrued expenses | 5,634 | (9,785) | (24,414) |
Other assets and liabilities | (711) | (25) | |
Net cash provided by (used in) operating activities | 3,575 | (40,372) | (29,714) |
Investing activities | |||
Payments for capital expenditures | (3,070) | (3,379) | (14,287) |
Net cash used in investing activities | (3,070) | (3,379) | (14,287) |
Financing activities | |||
Proceeds from (repayment of) borrowings under the Revolving Credit Facilities | 2,116 | 11,700 | (9,800) |
Proceeds from borrowings under the Term Loan Facilities | 27,500 | ||
Repayment of borrowings under the Term Loan Facilities | (33,000) | (12,000) | |
Proceeds from common stock issuance, net of transaction costs | 28,973 | 63,773 | |
Proceeds from stock option exercises and issuance of common stock under employee stock purchase plan | 18 | 42 | 4,722 |
Financing fees | (2,455) | (555) | |
Net cash (used in) provided by financing activities | (5,821) | 28,160 | 58,695 |
(Decrease) increase in cash, cash equivalents, and restricted cash | (5,316) | (15,591) | 14,694 |
Cash, cash equivalents, and restricted cash, beginning of period | 5,445 | 21,036 | 6,342 |
Cash, cash equivalents, and restricted cash, end of period | 129 | 5,445 | 21,036 |
Supplemental Disclosures of Cash Flow Information | |||
Cash payments on Tax Receivable Agreement obligation | 351 | 29,700 | |
Cash payments for interest | 4,482 | 4,682 | 2,952 |
Cash payments for income taxes, net of refunds | (9) | (239) | 330 |
Supplemental Disclosures of Non-Cash Investing and Financing Activities | |||
Capital expenditures in accounts payable and accrued liabilities | $ 41 | $ 20 | $ 1,054 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Feb. 02, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Note 1. Description of Business and Summary of Significant Accounting Policies On November 27, 2013, Vince Holding Corp. (“VHC” or the “Company”), previously known as Apparel Holding Corp., closed an initial public offering (“IPO”) of its common stock and completed a series of restructuring transactions (the “Restructuring Transactions”) through which Kellwood Holding, LLC acquired the non-Vince businesses, which included Kellwood Company, LLC (“Kellwood Company” or Kellwood”), from the Company. The Company continues to own and operate the Vince business, which includes Vince, LLC. Prior to the IPO and the Restructuring Transactions, VHC was a diversified apparel company operating a broad portfolio of fashion brands, which included the Vince business. As a result of the IPO and Restructuring Transactions, the non-Vince businesses were separated from the Vince business, and the stockholders immediately prior to the consummation of the Restructuring Transactions (the “Pre-IPO Stockholders”) (through their ownership of Kellwood Holding, LLC) retained the full ownership and control of the non-Vince businesses. The Vince business is now the sole operating business of VHC. On November 18, 2016, Kellwood Intermediate Holding, LLC and Kellwood Company, LLC entered into a Unit Purchase Agreement with Sino Acquisition, LLC (the “Kellwood Purchaser”) whereby the Kellwood Purchaser agreed to purchase all of the outstanding equity interests of Kellwood Company, LLC. Prior to the closing, Kellwood Intermediate Holding, LLC and Kellwood Company, LLC conducted a pre-closing reorganization pursuant to which certain assets of Kellwood Company, LLC were distributed to a newly formed subsidiary of Kellwood Intermediate Holding, LLC, St. Louis Transition, LLC (“St. Louis, LLC”). The transaction closed on December 21, 2016 (the “Kellwood Sale”). (A) Description of Business (B) Basis of Presentation The consolidated financial statements include the Company’s accounts and the accounts of the Company’s wholly-owned subsidiaries as of February 2, 2019. All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the financial statements contain all adjustments (consisting solely of normal recurring adjustments) and disclosures necessary for a fair statement. Certain reclassifications have been made to the prior periods’ financial information in order to conform to the current period’s presentation. The reclassification had no impact on previously reported net income or stockholders’ equity. (C) Fiscal Year • References to “fiscal year 2018” or “fiscal 2018” refer to the fiscal year ended February 2, 2019; • References to “fiscal year 2017” or “fiscal 2017” refer to the fiscal year ended February 3, 2018; and • References to “fiscal year 2016” or “fiscal 2016” refer to the fiscal year ended January 28, 2017. Fiscal 2017 consisted of a 53-week period. Fiscal years 2018 and 2016 consisted of a 52-week period. Reverse Stock Split: At the close of business on October 23, 2017, the Company effected a 1-for-10 reverse stock split (the “Reverse Stock Split”). The Company’s common stock began trading on a split-adjusted basis when the market opened on October 24, 2017. Pursuant to the Reverse Stock Split, every 10 shares of the Company’s issued and outstanding common stock were automatically converted into one share of common stock. No fractional shares were issued if, as a result of the Reverse Stock Split, a stockholder would otherwise have been entitled to a fractional share. Instead, each stockholder was entitled to receive a cash payment based on a pre-split cash in lieu rate of $0.48, which was the average closing price per share on the New York Stock Exchange for the five consecutive trading days immediately preceding October 23, 2017. The calculation of basic and diluted net earnings (loss) per share, as presented in the consolidated statements of operations, have been determined based on a retroactive adjustment of weighted average shares outstanding for all periods presented. (E) Sources and Uses of Liquidity (F) Use of Estimates Significant estimates inherent in the preparation of the consolidated financial statements include accounts receivable allowances, customer returns, the realizability of inventory, reserves for contingencies, useful lives and impairments of long-lived tangible and intangible assets, Tax Receivable Agreement obligation, and accounting for income taxes and related uncertain tax positions, among others. (G) Cash and cash equivalents (H) Accounts Receivable and Concentration of Credit Risk Accounts receivable are recorded net of allowances including expected future chargebacks from wholesale partners and estimated margin support. It is the nature of the apparel and fashion industry that suppliers similar to the Company face significant pressure from customers in the retail industry to provide allowances to compensate for wholesale partner margin shortfalls. This pressure often takes the form of customers requiring the Company to provide price concessions on prior shipments as a prerequisite for obtaining future orders. Pressure for these concessions is largely determined by overall retail sales performance and, more specifically, the performance of the Company’s products at retail. To the extent the Company’s wholesale partners have more of the Company’s goods on hand at the end of the season, there will be greater pressure for the Company to grant markdown concessions on prior shipments. Accounts receivable balances are reported net of expected allowances for these matters based on the historical level of concessions required and estimates of the level of markdowns and allowances that will be required in the coming season. The Company evaluates the allowance balances on a continual basis and adjusts them as necessary to reflect changes in anticipated allowance activity. The Company also provides an allowance for sales returns based on known trends and historical return rates. In fiscal 2018, sales to two wholesale partner accounted for more than ten percent of the Company’s net sales. These sales represented 33.7% of fiscal 2018 net sales. In fiscal 2017, sales to one wholesale partner accounted for more than ten percent of the Company’s net sales. These sales represented 21.9% of fiscal 2017 net sales. In fiscal 2016, sales to three wholesale partners each accounted for more than ten percent of the Company’s net sales. These sales represented 19.6%, 14.4% and 10.8% of fiscal 2016 net sales. Three wholesale partners each represented greater than ten percent of the Company’s gross accounts receivable balance as of February 2, 2019, with a corresponding aggregate total of 67.0% of such balance. Three wholesale partners each represented greater than ten percent of the Company’s gross accounts receivable balance as of February 3, 2018, with a corresponding aggregate total of 49.4% of such balance. (I) Inventories (J) Property and Equipment February 2, February 3, (in thousands) 2019 2018 Leasehold improvements $ 36,284 $ 37,307 Furniture, fixtures and equipment 11,447 11,985 Capitalized software 10,677 11,239 Construction in process 124 71 Total property and equipment 58,532 60,602 Less: accumulated depreciation (33,376 ) (28,994 ) Property and equipment, net $ 25,156 $ 31,608 Depreciation expense was $7,379, $8,480 and $7,070 for fiscal 2018, fiscal 2017 and fiscal 2016, respectively. (K) Impairment of Long-lived Assets (L) Goodwill and Other Intangible Assets Goodwill represents the excess of the cost of acquired businesses over the fair market value of the identifiable net assets. The indefinite-lived intangible asset is the Vince tradename. An entity may elect to perform a qualitative impairment assessment for goodwill and indefinite-lived intangible assets. If adverse qualitative trends are identified during the qualitative assessment that indicate that it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than its carrying amount, a quantitative impairment test is required. “Step one” of the quantitative impairment test for goodwill requires an entity to determine the fair value of each reporting unit and compare such fair value to the respective carrying amount. If the estimated fair value of the reporting unit exceeds the carrying value of the net assets assigned to that reporting unit, goodwill is not impaired, and the Company is not required to perform further testing. In accordance with new accounting guidance adopted on January 29, 2017, if the carrying amount of the reporting unit exceeds its estimated fair value, an impairment loss is recorded for the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The Company estimates the fair value of the tradename intangible asset using a discounted cash flow valuation analysis, which is based on the “relief from royalty” methodology. This methodology assumes that in lieu of ownership, a third party would be willing to pay a royalty in order to exploit the related benefits of these types of assets. The relief from royalty approach is dependent on a number of factors, including estimates of future growth, royalty rates in the category of intellectual property, discount rates and other variables. The Company bases its fair value estimates on assumptions it believes to be reasonable, but which are unpredictable and inherently uncertain. Actual future results may differ from those estimates. The Company recognizes an impairment loss when the estimated fair value of the tradename intangible asset is less than the carrying value. An entity may pass on performing the qualitative assessment for a reporting unit or indefinite-lived intangible asset and directly perform the quantitative assessment. This determination can be made on an asset by asset basis, and an entity may resume performing a qualitative assessment in subsequent periods. In fiscal 2018, the Company elected to perform a qualitative impairment test on goodwill and concluded that it is more likely than not that the fair value of the Company’s Wholesale reporting unit exceeds its carrying value and the goodwill is not impaired. In fiscal 2017, the Company elected to perform a quantitative impairment test on goodwill. The results of the quantitative test did not result in any impairment of goodwill, which amounted to $41,435 as of February 3, 2018, because the fair value of the Company’s Wholesale reporting unit exceeded its carrying value by approximately 35%. Significant assumptions utilized in the discounted cash flow analysis included a discount rate of 15.0%. Significant assumptions utilized in a market-based approach were market multiples ranging from 1.10x to 1.16x. In fiscal 2016, a quantitative impairment test on goodwill determined that the fair value of the Direct-to-consumer reporting unit was below its carrying value. During fiscal 2016, the sales results within the Direct-to-consumer reporting unit were impacted by continued declines in average order values as well as declines in the number of transactions due to lower conversion rates and reduced traffic and as a result, the Direct-to-consumer reporting unit did not meet expectations resulting in lower current and expected future cash flows. The Company estimated the fair value of its Direct-to-consumer reporting unit using both the income and market valuation approaches, with a weighting of 80% and 20%, respectively. “Step one” of the assessment determined that the fair value of the Direct-to-consumer reporting unit was below the carrying amount by approximately 40%. Accordingly, “step two” of the assessment was performed, which compared the implied fair value of the goodwill to the carrying value of such goodwill by performing a hypothetical purchase price allocation using the fair value of the reporting unit determined in “step one”. Based on the results from “step two,” the Company recorded a goodwill impairment charge of $22,311, to write-off all of the goodwill in the Direct-to-consumer reporting unit. The charge was recorded in Impairment of goodwill and indefinite-lived intangible asset in the Consolidated Statements of Operations, during the fourth quarter of fiscal 2016. Additionally, the results of “step one” of the assessment determined that the fair value of the Wholesale reporting unit exceeded its carrying amount by approximately 40% Significant assumptions utilized in the discounted cash flow analysis included a discount rate of 16.0%. Significant assumptions utilized in a market-based approach were market multiples ranging from 0.50x to 0.90x for the Company’s reporting units. In fiscal 2018, the Company elected to perform a qualitative impairment test on its tradename intangible asset and concluded that it is more likely than not that the fair value of the Company’s tradename intangible asset exceeds its carrying value and the tradename intangible asset is not impaired. In fiscal 2017, the Company elected to perform a quantitative assessment on its tradename intangible asset. The results of the quantitative test did not result in any impairment because the fair value of the Company’s tradename intangible asset exceeded its carrying value. The estimate of fair value of was determined using a discounted cash flow valuation analysis, which was based on the “relief from royalty” methodology. Discount rate assumptions were based on an assessment of the risk inherent in the projected future cash flows generated by the intangible asset. Also subject to judgment are assumptions about royalty rates, which were based on the estimated rates at which similar tradenames are being licensed in the marketplace. In fiscal 2016, a quantitative assessment of the Company’s tradename intangible asset determined that the fair value of its tradename intangible asset was below its carrying value. During fiscal 2016, the Company’s sales results did not meet expectations resulting in lower current and expected future cash flows. The Company estimated the fair value of its tradename intangible asset using a discounted cash flow valuation analysis, which is based on the “relief from royalty” methodology and determined that the fair value of the tradename intangible asset was below the carrying amount by approximately 30%. Accordingly, the Company recorded an impairment charge for its tradename intangible asset of $30,750, which was recorded in Impairment of goodwill and indefinite-lived intangible asset in the Consolidated Statements of Operations, during the fourth quarter of fiscal 2016. Determining the fair value of goodwill and other intangible assets is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates and operating margins, discount rates and future market conditions, among others. It is possible that estimates of future operating results could change adversely and impact the evaluation of the recoverability of the carrying value of goodwill and intangible assets and that the effect of such changes could be material. Definite-lived intangible assets are comprised of customer relationships and are being amortized on a straight-line basis over their useful lives of 20 years. See Note 2 “Goodwill and Intangible Assets” for more information on the details surrounding goodwill and intangible assets. (M) Deferred Financing Costs (N) Deferred Rent and Deferred Lease Incentives (O) Revenue Recognition Revenue associated with gift cards is recognized upon redemption and unredeemed balances are considered contract liability and recorded within other accrued expenses, which are subject to escheatment within the jurisdictions in which it operates. As of February 2, 2019 and February 3, 2018, contract liability was $1,361 and $1,229, respectively. In fiscal 2018, the Company recognized $331 of revenue that was previously included in contract liability as of February 3, 2018. Amounts billed to customers for shipping and handling costs are not material. Such shipping and handling costs are accounted for as a fulfillment cost and are included in cost of products sold. Sales taxes that are collected by the Company from a customer are excluded from revenue. Sales are measured as the amount of consideration the Company expects to receive in exchange for transferring goods, which includes estimates for variable consideration. Variable consideration mainly includes discounts, chargebacks, markdown allowances, cooperative advertising programs, and sales returns. Estimated amounts of discounts, chargebacks, markdown allowances, cooperative advertising programs, and sales returns are accounted for as reductions of sales when the associated sale occurs. These estimated amounts are adjusted periodically based on changes in facts and circumstances when the changes become known. On the Company’s consolidated balance sheet, reserves for sales returns are included within other accrued liabilities, and the value of inventory associated with reserves for sales returns are included in prepaid expenses and other current assets. The Company continues to estimate the amount of sales returns based on known trends and historical return rates. The following table summarizes the impacts of adopting Topic 606 on the Company’s consolidated balance sheet as of February 2, 2019. Impact of changes in accounting standard As Balances without (in thousands) reported Adjustments adoption of Topic 606 Assets Trade receivables, net 28,896 (1,524 ) 27,372 Prepaid expenses and other current assets 6,317 (1,410 ) 4,907 Liabilities Other accrued expenses 8,535 (2,934 ) 5,601 (P) Cost of Products Sold • the cost of purchased merchandise, including raw materials; • the cost of inbound transportation, including freight; • the cost of the Company’s production and sourcing departments; • other processing costs associated with acquiring and preparing the inventory for sale; and • shrink and valuation reserves. (Q) Marketing and Advertising (R) Share-Based Compensation: (S) Income Taxes The Company assesses the likelihood of the realization of deferred tax assets and adjusts the carrying amount of these deferred tax assets by a valuation allowance to the extent the Company believes it more likely than not that all or a portion of the deferred tax assets will not be realized. Many factors are considered when assessing the likelihood of future realization of deferred tax assets, including recent earnings results within taxing jurisdictions, expectations of future taxable income, the carryforward periods available and other relevant factors. Changes in the required valuation allowance are recorded in income in the period such determination is made. (T) Earnings Per Share (U) Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In November 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-18, “ Statement of cash flows (Topic 230): Restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted this guidance in the first quarter of fiscal 2018 using the retrospective transition method to each period presented. The Company’s restricted cash is reserved for payments for claims for its insurance program, which is included in prepaid expenses and other current assets on the Company’s consolidated balance sheets. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets to the consolidated statement of cash flows. February 2, February 3, (in thousands) 2019 2018 Cash and cash equivalents $ 118 $ 5,372 Restricted cash 11 73 Total Cash, cash equivalents, and restricted cash $ 129 $ 5,445 In May 2014, the FASB issued ASU No. 2014-09, “ Revenue from Contracts with Customers has amended several aspects of the new guidance. In January 2017, the Financial Accounting Standards to simplify the accounting for goodwill impairment. The guidance removes “step two” of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The guidance is effective for interim and In March 2016, the FASB issued guidance regarding share-based compensation, to simplify the accounting for share-based payment transactions, including accounting for forfeitures, income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This guidance is effective for interim and annual periods beginning after December 15, 2016. The Company adopted the new guidance on January 29, 2017. Upon adoption, excess tax benefits and deficiencies from share-based compensation are recognized as income tax expense or benefit in the statement of operations as discrete items in the reporting period in which they occur, regardless of whether the benefit reduces taxes payable in the current period. As a result of the adoption of this guidance, the Company recognized an increase of $2,350 to deferred tax assets related to net operating loss carryforwards for the excess tax benefits related to share-based compensation and also recognized an increase of an equal amount in the valuation allowance against such increase of deferred tax assets. As permitted by the new guidance, the Company elected to account for forfeitures as they occur which resulted in an increase of $84 to the accumulated deficit within the Consolidated Balance Sheet. The remaining provisions of the new guidance did not have a material effect on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements Leases (Topic 842) “Leases (Topic 842): Targeted improvements” The Company is currently compiling an inventory of lease arrangements in order to determine the impact the new guidance will have on the consolidated financial statements and disclosures. The Company has selected new lease accounting software in preparation for the standard's additional reporting requirements. The Company continues to evaluate the impact of adopting this guidance on the consolidated financial statements. B |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Feb. 02, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 2. Goodwill and Intangible Assets Net goodwill balances and changes therein by segment were as follows: (in thousands) Wholesale Direct-to-consumer Total Net Goodwill Balance as of January 28, 2017 $ 41,435 $ — $ 41,435 Balance as of February 3, 2018 41,435 — 41,435 Balance as of February 2, 2019 $ 41,435 $ — $ 41,435 The total carrying amount of goodwill was net of accumulated impairments of $69,253, $69,253 and $69,253 as of February 2, 2019, February 3, 2018 and January 28, 2017, respectively. During the fourth quarter of fiscal 2016, the Company recorded a $22,311 goodwill impairment charge as a result of the Company’s annual goodwill impairment test. See Note 1 “Description of Business and Summary of Significant Accounting Policies – (L) Goodwill and Other Intangible Assets” for additional details. There were no impairments recorded as a result of the Company’s annual goodwill impairment test performed during fiscal 2018 and fiscal 2017. The following tables present a summary of identifiable intangible assets: (in thousands) Gross Amount Accumulated Amortization Accumulated Impairments Net Book Value Balance as of February 2, 2019 Amortizable intangible assets: Customer relationships $ 11,970 $ (6,569 ) $ — $ 5,401 Indefinite-lived intangible asset: Tradename 101,850 — (30,750 ) 71,100 Total intangible assets $ 113,820 $ (6,569 ) $ (30,750 ) $ 76,501 (in thousands) Gross Amount Accumulated Amortization Accumulated Impairments Net Book Value Balance as of February 3, 2018 Amortizable intangible assets: Customer relationships $ 11,970 $ (5,971 ) $ — $ 5,999 Indefinite-lived intangible asset: Tradename 101,850 — (30,750 ) 71,100 Total intangible assets $ 113,820 $ (5,971 ) $ (30,750 ) $ 77,099 During the fourth quarter of fiscal 2016, the Company recorded a $30,750 impairment charge as a result of the Company’s quantitative assessment on its tradename intangible asset. See Note 1 “Description of Business and Summary of Significant Accounting Policies – (L) Goodwill and Other Intangible Assets” for additional details. No impairments of the Vince tradename were recorded as a result of the Company’s annual asset impairment tests performed during fiscal 2018 and fiscal 2017. Amortization of identifiable intangible assets was $598, $599 and $598 for fiscal 2018, fiscal 2017 and fiscal 2016, respectively, which is included in Selling, general and administrative expenses on the Consolidated Statements of Operations. Amortization expense for each of the fiscal years 2019 to 2023 is expected to be as follows: Future (in thousands) Amortization 2019 $ 598 2020 598 2021 598 2022 598 2023 598 Total next 5 fiscal years $ 2,990 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Feb. 02, 2019 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 3. Fair Value Measurements Accounting Standards Codification (“ASC”) Subtopic 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This guidance outlines a valuation framework, creates a fair value hierarchy to increase the consistency and comparability of fair value measurements and details the disclosures that are required for items measured at fair value. Financial assets and liabilities are to be measured using inputs from three levels of the fair value hierarchy as follows: Level 1— quoted market prices in active markets for identical assets or liabilities Level 2— observable market-based inputs (quoted prices for similar assets and liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active) or inputs that are corroborated by observable market data Level 3— significant unobservable inputs that reflect the Company’s assumptions and are not substantially supported by market data The Company did not have any non-financial assets or non-financial liabilities recognized at fair value on a recurring basis at February 2, 2019 or February 3, 2018. At February 2, 2019 and February 3, 2018, 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 $46,516 as of February 2, 2019 are at variable interest rates. The carrying value of the Company’s 2018 Revolving Credit Facility approximates fair value as the stated interest rate approximates market rate currently available to the Company, which is considered a Level 2 input. The fair value of the Company’s 2018 Term Loan Facility was approximately $27,000 as of February 2, 2019 based upon an estimated market value calculation that factors principal, time to maturity, interest rate, and current cost of debt, which is considered a Level 3 input. The Company’s non-financial assets, which primarily consist of goodwill, intangible 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 intangible assets), non-financial assets are assessed for impairment, and if applicable, written down to (and recorded at) fair value. The following tables present the non-financial assets the Company measured at fair value on a non-recurring basis in fiscal 2018 and fiscal 2017, based on such fair value hierarchy: Net Carrying Value as of Fair Value Measured and Recorded at Reporting Date Using: Total Losses - Year Ended (in thousands) February 2, 2019 Level 1 Level 2 Level 3 February 2, 2019 Property and equipment $ 56 $ — $ — $ 56 $ 1,684 (1) Net Carrying Value as of Fair Value Measured and Recorded at Reporting Date Using: Total Losses - Year Ended (in thousands) February 3, 2018 Level 1 Level 2 Level 3 February 3, 2018 Property and equipment $ 493 $ — $ — $ 493 $ 5,111 (1) (1) |
Long-Term Debt and Financing Ar
Long-Term Debt and Financing Arrangements | 12 Months Ended |
Feb. 02, 2019 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Financing Arrangements | Note 4. Long-Term Debt and Financing Arrangements Long-term debt consisted of the following: February 2, February 3, (in thousands) 2019 2018 Term Loan Facilities $ 27,500 $ 33,000 Revolving Credit Facilities 19,016 16,900 Total debt principal 46,516 49,900 Less: current portion of long-term debt 2,750 8,000 Less: deferred financing costs 1,426 1,218 Total long-term debt $ 42,340 $ 40,682 2018 Term Loan Facility On August 21, 2018, Vince, LLC entered into a $27,500 senior secured term loan facility (the “2018 Term Loan Facility”) pursuant to a credit agreement by and among Vince, LLC, as the borrower, VHC and Vince Intermediate Holdings, LLC, a direct subsidiary of VHC and the direct parent company of Vince, LLC (“Vince Intermediate”), as guarantors, Crystal Financial, LLC, as administrative agent and collateral agent, and the other lenders from time to time party thereto. The 2018 Term Loan Facility is subject to quarterly amortization of principal equal to 2.5% of the original aggregate principal amount of the 2018 Term Loan Facility, with the balance payable at final maturity. Interest is payable on loans under the 2018 Term Loan Facility at a rate equal to the 90-day LIBOR rate (subject to a 0% floor) plus applicable margins subject to a pricing grid based on a minimum Consolidated EBITDA (as defined in the credit agreement for the 2018 Term Loan Facility) calculation. During the continuance of certain specified events of default, interest will accrue on the outstanding amount of any loan at a rate of 2.0% in excess of the rate otherwise applicable to such amount. The 2018 Term Loan Facility matures on the earlier of August 21, 2023 and the maturity date of the 2018 Revolving Credit Facility (as defined below). The 2018 Term Loan Facility contains a requirement that Vince, LLC maintain a Consolidated Fixed Charge Coverage Ratio (as defined in the credit agreement for the 2018 Term Loan Facility) as of the last day of any period of four fiscal quarters not to exceed 0.85:1.00 for the fiscal quarter ended November 3, 2018, 1.00:1.00 for the fiscal quarter ended February 2, 2019, 1.20:1.00 for the fiscal quarter ending May 4, 2019, 1.35:1.00 for the fiscal quarter ending August 3, 2019, 1.50:1.00 for the fiscal quarters ending November 2, 2019 and February 1, 2020 and 1.75:1.00 for the fiscal quarter ending May 2, 2020 and each fiscal quarter thereafter. In addition, the 2018 Term Loan Facility contains customary representations and warranties, other covenants, and events of default, including but not limited to, covenants with respect to limitations on the incurrence of additional indebtedness, liens, burdensome agreements, guarantees, investments, loans, asset sales, mergers, acquisitions, prepayment of other debt, the repurchase of capital stock, transactions with affiliates, and the ability to change the nature of the Company’s business or its fiscal year, and distributions and dividends. The 2018 Term Loan Facility generally permits dividends to the extent that no default or event of default is continuing or would result from a contemplated dividend, so long as (i) after giving pro forma effect to the contemplated dividend and for the following six months Excess Availability will be at least the greater of 20.0% of the Loan Cap (as defined in the credit agreement for the 2018 Term Loan Facility) and $10,000, (ii) after giving pro forma effect to the contemplated dividend, the Consolidated Fixed Charge Coverage Ratio for the 12 months preceding such dividend will be greater than or equal to 1.0 to 1.0 (provided that the Consolidated Fixed Charge Coverage Ratio may be less than 1.0 to 1.0 if, after giving pro forma effect to the contemplated dividend, Excess Availability for the six fiscal months following the dividend is at least the greater of 25.0% of the Loan Cap and $12,500), and (iii) the pro forma Fixed Charge Coverage Ratio after giving effect to such contemplated dividend is no less than the minimum Consolidated Fixed Charge Coverage Ratio for such quarter. In addition, the 2018 Term Loan Facility is subject to a Borrowing Base (as defined in the credit agreement of the 2018 Term Loan Facility) which can, under certain conditions, result in the imposition of a reserve under the 2018 Revolving Credit Facility. As of February 2, 2019, the Company was in compliance with applicable covenants. The 2018 Term Loan Facility also contains an Excess Cash Flow (as defined in the credit agreement for the 2018 Term Loan Facility) sweep requirement in which Vince, LLC remits 50% of Excess Cash Flow reduced on a dollar-for-dollar basis by any voluntary prepayments of the 2018 Term Loan Facility or the 2018 Revolving Credit Facility (to the extent accompanied by a permanent reduction in commitments) during such fiscal year or after the fiscal year but prior to the date of the excess cash flow payment, to be applied to the outstanding principal balance commencing 10 business days after the filing of the Company’s Annual Report on Form 10-K starting from fiscal year ending February 1, 2020. Through February 2, 2019, on an inception to date basis, the Company had not made any repayments on the 2018 Term Loan Facility. Scheduled maturities of the 2018 Term Loan Facility are as follows: 2018 Term Loan (in thousands) Maturities Fiscal 2019 $ 2,750 Fiscal 2020 2,750 Fiscal 2021 2,750 Fiscal 2022 2,750 Fiscal 2023 16,500 Total $ 27,500 2018 Revolving Credit Facility On August 21, 2018, Vince, LLC entered into an $80,000 senior secured revolving credit facility (the “2018 Revolving Credit Facility”) pursuant to a credit agreement by and among Vince, LLC, as the borrower, VHC and Vince Intermediate, as guarantors, Citizens Bank, N.A. (“Citizens”), as administrative agent and collateral agent, and the other lenders from time to time party thereto. The 2018 Revolving Credit Facility provides for a revolving line of credit of up to $80,000, subject to a Loan Cap, which is the lesser of (i) the Borrowing Base as defined in the credit agreement for the 2018 Revolving Credit Facility and (ii) the aggregate commitments, as well as a letter of credit sublimit of $25,000. It also provides for an increase in aggregate commitments of up to $20,000. The 2018 Revolving Credit Facility matures on the earlier of August 21, 2023 and the maturity date of the 2018 Term Loan Facility. On August 21, 2018, Vince, LLC incurred $39,555 of borrowings, prior to which $66,271 was available, given the Loan Cap as of such date. Interest is payable on the loans under the 2018 Revolving Credit Facility at either the LIBOR or the Base Rate, in each case, with applicable margins subject to a pricing grid based on an average daily excess availability calculation. The “Base Rate” means, for any day, a fluctuating rate per annum equal to the highest of (i) the rate of interest in effect for such day as publicly announced from time to time by Citizens as its prime rate; (ii) the Federal Funds Rate for such day, plus 0.5%; and (iii) the LIBOR Rate for a one month interest period as determined on such day, plus 1.00%. During the continuance of certain specified events of default, at the election of Citizens, interest will accrue at a rate of 2.0% in excess of the applicable non-default rate. The 2018 Revolving Credit Facility contains a requirement that, at any point when Excess Availability (as defined in the credit agreement for the 2018 Revolving Credit Facility) is less than 10.0% of the loan cap and continuing until Excess Availability exceeds the greater of such amounts for 30 consecutive days, Vince must maintain during that time a Consolidated Fixed Charge Coverage Ratio (as defined in the credit agreement for the 2018 Revolving Credit Facility) equal to or greater than 1.0 to 1.0 measured as of the last day of each fiscal month during such period. The 2018 Revolving Credit Facility contains representations and warranties, other covenants and events of default that are customary for this type of financing, including covenants with respect to limitations on the incurrence of additional indebtedness, liens, burdensome agreements, guarantees, investments, loans, asset sales, mergers, acquisitions, prepayment of other debt, the repurchase of capital stock, transactions with affiliates, and the ability to change the nature of the Company’s business or its fiscal year. The 2018 Revolving Credit Facility generally permits dividends in the absence of any event of default (including any event of default arising from a contemplated dividend), so long as (i) after giving pro forma effect to the contemplated dividend and for the following six months Excess Availability will be at least the greater of 20.0% of the Loan Cap and $10 million and (ii) after giving pro forma effect to the contemplated dividend, the Consolidated Fixed Charge Coverage Ratio for the 12 months preceding such dividend will be greater than or equal to 1.0 to 1.0 (provided that the Consolidated Fixed Charge Coverage Ratio may be less than 1.0 to 1.0 if, after giving pro forma effect to the contemplated dividend, Excess Availability for the six fiscal months following the dividend is at least the greater of 25.0% of the Loan Cap and $12,500). As of February 2, 2019, the Company was in compliance with applicable covenants. As of February 2, 2019, $36,850 was available under the 2018 Revolving Credit Facility, net of the loan cap, and there were $19,016 of borrowings outstanding and $6,013 of letters of credit outstanding under the 2018 Revolving Credit Facility. The weighted average interest rate for borrowings outstanding under the 2018 Revolving Credit Facility as of February 2, 2019 was 4.4%. 2013 Term Loan Facility On November 27, 2013, Vince, LLC and Vince Intermediate entered into a $175,000 senior secured term loan facility (as amended from time to time, the “2013 Term Loan Facility”) with the lenders party thereto, Bank of America, N.A. (“BofA”), as administrative agent, JP Morgan Chase Bank and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers, and Cantor Fitzgerald as documentation agent. The 2013 Term Loan Facility would have matured on November 27, 2019. Vince, LLC and Vince Intermediate were borrowers and VHC was a guarantor under the 2013 Term Loan Facility. On August 21, 2018, the Company refinanced the 2013 Term Loan Facility by entering into the 2018 Term Loan Facility and the 2018 Revolving Credit Facility. All outstanding amounts under the 2013 Term Loan Facility of $29,146, including interest, were repaid in full and the 2013 Term Loan Facility was terminated. 2013 Revolving Credit Facility On November 27, 2013, Vince, LLC entered into a $50,000 senior secured revolving credit facility (as amended from time to time, the “2013 Revolving Credit Facility”) with BofA as administrative agent. Vince, LLC was the borrower and VHC and Vince Intermediate were the guarantors under the 2013 Revolving Credit Facility. On June 3, 2015, Vince, LLC entered into a first amendment to the 2013 Revolving Credit Facility, that among other things, increased the aggregate commitments under the facility from $50,000 to $80,000, subject to a loan cap which was the lesser of (i) the Borrowing Base, as defined in the loan agreement, (ii) the aggregate commitments, or (iii) $70,000 until debt obligations under the Company’s 2013 Term Loan Facility have been paid in full, and extended the maturity date from November 27, 2018 to June 3, 2020. On August 21, 2018, the Company refinanced the 2013 Revolving Credit Facility by entering into the 2018 Term Loan Facility and the 2018 Revolving Credit Facility. All outstanding amounts under the 2013 Term Loan Facility of $40,689, including interest, were repaid in full and the 2013 Revolving Credit Facility was terminated. Bank of Montreal Facility On June 22, 2017, Vince, LLC entered into a credit facility agreement (the “BMO LC line” as defined therein) with the Bank of Montreal to issue the Specified LCs for the benefit of BofA as credit support for the obligations outstanding under the 2013 Revolving Credit Facility with BofA. The BMO LC Line was guaranteed by Sun Capital Fund V, L.P., an affiliate of Sun Capital Partners. The initial BMO LC Line was issued in the amount of $5,000. The maximum draw amount for all Specified LCs was $10,000. The Specified LCs were never drawn upon and on October 31, 2017, at the request of the Company and upon the satisfaction of certain release conditions, the BMO LC Line was released. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Feb. 02, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5. Commitments and Contingencies Leases The Company leases its office spaces, showrooms and retail stores under operating leases which have remaining terms up to ten years, excluding renewal terms. Most of the Company’s real estate leases contain covenants that require the Company to pay real estate taxes, insurance, and other executory costs. Certain of these leases require contingent rent payments or contain kick-out clauses and/or opt-out clauses, based on the operating results of the retail operations utilizing the leased premises. Rent under leases with scheduled rent changes or lease concessions are recorded on a straight-line basis over the lease term. Rent expense under all operating leases was $23,312, $22,575 and $23,545 for fiscal 2018, fiscal 2017 and fiscal 2016, respectively, which is recorded within selling, general and administrative expenses. The future minimum lease payments under operating leases at February 2, 2019 were as follows: Minimum Lease (in thousands) Payments Fiscal 2019 $ 21,512 Fiscal 2020 19,997 Fiscal 2021 18,935 Fiscal 2022 17,056 Fiscal 2023 15,251 Thereafter 24,140 Total minimum lease payments $ 116,891 Other Contractual Cash Obligations At February 2, 2019, the Company’s other contractual cash obligations of $31,475 consisted primarily of inventory purchase obligations and service contracts. Litigation On September 7, 2018, a complaint was filed in the United States District Court for the Eastern District of New York by certain stockholders (collectively, the “Plaintiff”), naming the Company as well as Brendan Hoffman, the Company’s Chief Executive Officer, David Stefko, the Company’s Executive Vice President, Chief Financial Officer, one of the Company’s directors, certain of the Company’s former officers and directors, and Sun Capital Partners, Inc. and certain of its affiliates, as defendants. The complaint generally alleges that the Company and the named parties made false and/or misleading statements and/or failed to disclose matters relating to the transition of the Company’s ERP systems from Kellwood. The complaint brings causes of action for violations of Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 promulgated under the Exchange Act against the Company and the named parties and for violations of Section 20(a) of the Exchange Act against the individual parties, Sun Capital Partners, Inc. and its affiliates. The complaint seeks unspecified monetary damages and unspecified costs and fees. On January 28, 2019, in response to our motion to dismiss the original complaint, the Plaintiff filed an amended complaint, naming the same defendants as parties and asserting the same causes of action as those stated in the original complaint. The Company currently believes that the likelihood of an unfavorable judgment arising from this matter is remote based on the information currently available and that the ultimate resolution of this matter will not have a material adverse effect on the Company’s business in a future period. However, given the inherent unpredictability of litigation and the fact that this litigation is still in its very early stages, the Company is unable to predict with certainty the outcome of this litigation or reasonably estimate a possible loss or range of loss, if any, associated with this litigation at this time. In addition, the Company will be required to expend resources to defend this matter. Additionally, the Company is a party to legal proceedings, compliance matters, environmental as well as wage and hour and other labor claims that arise in the ordinary course of its business. Although the outcome of such items cannot be determined with certainty, |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Feb. 02, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | Note 6. Share-Based Compensation Employee Stock Plans Vince 2013 Incentive Plan In connection with the IPO, the Company adopted the Vince 2013 Incentive Plan, which provides for grants of stock options, stock appreciation rights, restricted stock and other stock-based awards. In May 2018, the Company filed a Registration Statement on Form S-8 to register an additional 660,000 shares of common stock available for issuance under the Vince 2013 Incentive Plan. The aggregate number of shares of common stock which may be issued or used for reference purposes under the Vince 2013 Incentive Plan or with respect to which awards may be granted may not exceed 1,000,000 shares, as adjusted to reflect the Reverse Stock Split. The shares available for issuance under the Vince 2013 Incentive Plan may be, in whole or in part, either authorized and unissued shares of the Company’s common stock or shares of common stock held in or acquired for the Company’s treasury. In general, if awards under the Vince 2013 Incentive Plan are cancelled for any reason, or expire or terminate unexercised, the shares covered by such award may again be available for the grant of awards under the Vince 2013 Incentive Plan. As of February 2, 2019, there were 485,282 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 vest in equal installments over a three-year period or vest in equal installments over four years, subject to the employees’ continued employment, except for RSUs issued under the exchange offer described below and RSUs issued for certain executive officers which vest 100% upon the occurrence of certain change in control events and will expire if they do not vest within two years of grant, as defined under the applicable grant agreement. On April 26, 2018, the Company commenced a tender offer to exchange certain options to purchase shares of its common stock, whether vested or unvested, from eligible employees and executive officers for replacement restricted stock units (“Replacement RSUs”) granted under the Vince 2013 Incentive Plan (the “Option Exchange”). Employees and executive officers of the Company on the date of offer commencement and those who remained an employee or executive officer of the Company through the expiration date of the offer and held at least one option as of the commencement of the offer that was granted under the Vince 2013 Incentive Plan were eligible to participate. The exchange ratio of this offer was a 1-to-1.7857 basis (one stock option exchanged for every 1.7857 Replacement RSUs). This tender offer expired on 11:59 p.m. Eastern Time on May 24, 2018 (the “Offer Expiration Date”). The Replacement RSUs were granted on the business day immediately following the Offer Expiration Date. As a result of the Option Exchange, 149,819 stock options were cancelled and 267,538 Replacement RSUs were granted with a grant date fair value of $9.15 per unit. All Replacement RSUs vest pursuant to the following schedule: 10% on April 19, 2019; 20% on April 17, 2020; 25% on April 16, 2021; and 45% on April 15, 2022, subject to the holder’s remaining continuously employed with the Company through each such applicable vesting date. Replacement RSUs have the new vesting schedule regardless of whether the surrendered eligible options were partially vested at the time it was exchanged. The purpose of this exchange was to foster retention, motivate our key contributors, and better align the interests of our employees and stockholders to maximize stockholder value. Employee Stock Purchase Plan The Company maintains an employee stock purchase plan (“ESPP”) for its employees. Under the ESPP, all eligible employees may contribute up to 10% of their base compensation, up to a maximum contribution of $10 per year. The purchase price of the stock is 90% of the fair market value, with purchases executed on a quarterly basis. The plan is defined as compensatory, and accordingly, a charge for compensation expense is recorded to selling, general and administrative expense for the difference between the fair market value and the discounted purchase price of the Company’s Stock. During fiscal 2018 and fiscal Stock Options A summary of stock option activity for both employees and non-employees for fiscal 2018 is as follows: Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in Outstanding at February 3, 2018 170,757 $ 42.23 8.1 $ 32 Granted — $ — Exercised — $ — Forfeited or expired 1 (170,553 ) $ 42.23 Outstanding at February 2, 2019 204 $ 31.71 6.7 $ — Vested and exercisable at February 2, 2019 154 $ 38.87 6.7 $ — 1 Of the above outstanding shares, 50 are expected to vest. As permitted by new accounting guidance that became effective for the Company on January 29, 2017, the Company has elected to account for forfeitures as they occur, which resulted in an increase of $84 to accumulated deficit within the Consolidated Balance Sheet. The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the Company’s closing stock price on the last trading day of fiscal 2017 and the exercise price, multiplied by the number of such in-the-money options) that would have been received by the option holders had all option holders exercised their options on February 3, 2018. This amount changes based on the fair market value of the Company’s common stock. No stock options were exercised in fiscal 2018. Total intrinsic value of options exercised during fiscal 2017 and fiscal 2016 (based on the differences between the Company’s stock price on the respective exercise date and the respective exercise price, multiplied by the number of respective options exercised) was $640 and $316, respectively. The Company’s weighted average assumptions used to estimate the fair value of stock options granted during fiscal 2017 and fiscal 2016 were estimated using a Black-Scholes option valuation model. Due to the limited trading history of the Company’s common stock, the volatility and expected term assumptions used were based on averages from a peer group of publicly traded retailers. The risk-free interest rate was based upon the U.S. Treasury yield curve in effect at the grant date. No stock options were granted in fiscal 2018. Fiscal Year 2017 2016 Weighted-average expected volatility 42.6 % 46.0 % Expected term (in years) 4.2 years 4.5 years Risk-free interest rate 1.1 % 1.4 % Expected dividend yield —% —% Based on these assumptions used, the weighted average grant date fair value for options granted to employees during fiscal 2017 and fiscal 2016 was $3.57 per share and $12.21 per share, respectively. Restricted Stock Units A summary of restricted stock unit activity for fiscal 2018 is as follows: Restricted Stock Units Weighted Average Grant Date Fair Value Non-vested restricted stock units at February 3, 2018 13,236 $ 29.19 Granted 2 544,601 $ 8.97 Vested (5,112 ) $ 34.99 Forfeited (48,495 ) $ 9.49 Non-vested restricted stock units at February 2, 2019 504,230 $ 9.19 2 The weighted average grant date fair value for restricted stock units granted during fiscal 2016 was $57.98. The total fair value of restricted stock units vested during fiscal 2018, fiscal 2017 and fiscal 2016 was $179, $277 and $191, respectively. At February 2, 2019, there was $4,269 of unrecognized compensation costs related to restricted stock units that will be recognized over a remaining weighted average period of 1.8 years. Share-Based Compensation Expense During fiscal 2018, the Company recognized share-based compensation expense of $1,335 and a related tax benefit of $0. During fiscal 2017, the Company recognized share-based compensation expense of $1,138 and a related tax benefit of $0. During fiscal 2016, the Company recognized share-based compensation expense of $1,344, including $348 of expense related to non-employees, and a related tax benefit of $0. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Feb. 02, 2019 | |
Compensation And Retirement Disclosure [Abstract] | |
Defined Contribution Plan | Note 7. Defined Contribution Plan On May 1, 2015, t he Company adopted the Vince Holding Corp. 401(k) Plan (“401k Plan”), which is a defined contribution plan covering all U.S.-based employees. Employees who meet certain eligibility requirements may participate in this program by contributing between 1% and 100% of annual compensation to the 401k Plan, subject to IRS limitations. The Company may make matching contributions in an amount equal to 50% of employee contributions up to 3% of eligible compensation. The annual expense incurred by the Company for defined contribution plans was $460, $544 and $405 in fiscal 2018, fiscal 2017 and fiscal 2016, respectively. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Feb. 02, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Note 8. Stockholders’ Equity Common Stock The Company currently has authorized for issuance 100,000,000 shares of its voting common stock, par value of $0.01 per share. The Company had increased the number of authorized shares of its voting common stock from 100,000,000 to 250,000,000 on September 6, 2017 in connection with the closing of the 2017 Rights Offering and related investment agreement (the “2017 Investment Agreement”) on September 8, 2017. On October 23, 2017, the Company decreased the number of authorized shares of its voting common stock from 250,000,000 to 100,000,000. As of February 2, 2019 and February 3, 2018, the Company had 11,622,994 and 11,616,500 shares issued and outstanding, respectively. Reverse Stock Split At the close of business on October 23, 2017, the Company effected a 1-for-10 Reverse Stock Split. The Company’s common stock began trading on a split-adjusted basis when the market opened on October 24, 2017. 2017 Rights Offering On September 8, 2017, the Company issued an aggregate of 6,666,666 shares in conjunction with the completed 2017 Rights Offering and 2017 Investment Agreement. See Note 12 “Related Party Transactions” for additional information. 2016 Rights Offering On April 22, 2016, the Company issued an aggregate of 1,181,818 shares in conjunction with the completed 2016 Rights Offering and related investment agreement (the “2016 Investment Agreement”). See Note 12 “Related Party Transactions” for additional information. Dividends The Company has not paid dividends, and the Company’s current ability to pay such dividends is restricted by the terms of its debt agreements. The Company’s future dividend policy will be determined on a yearly basis and will depend on earnings, financial condition, capital requirements, and certain other factors. The Company does not expect to declare dividends with respect to its common stock in the foreseeable future. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Feb. 02, 2019 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | Note 9. Earnings Per Share Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Except when the effect would be anti-dilutive, diluted earnings (loss) per share is calculated based on the weighted average number of shares of common stock outstanding plus the dilutive effect of share-based awards calculated under the treasury stock method. The following is a reconciliation of weighted average basic shares to weighted average diluted shares outstanding: Fiscal Year 2018 2017 2016 Weighted-average shares—basic 11,619,828 7,605,822 4,642,053 Effect of dilutive equity securities — 2,605 — Weighted-average shares—diluted 11,619,828 7,608,427 4,642,053 Because the Company incurred a net loss for the fiscal years ended February 2, 2019 and January 28, 2017, weighted-average basic shares and weighted-average diluted shares outstanding are equal for the periods. For the fiscal years ended February 2, 2019, February 3, 2018 and January 28, 2017, 115,280, 190,363 and 171,913 weighted average shares of share-based compensation, respectively, were excluded from the computation of weighted average shares for diluted earnings per share, as their effect would have been anti-dilutive. |
Income Taxes
Income Taxes | 12 Months Ended |
Feb. 02, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10. Income Taxes The provision for income taxes consisted of the following: Fiscal Year (in thousands) 2018 2017 2016 Current: Domestic: Federal $ — $ (295 ) $ — State 12 32 207 Foreign 69 70 75 Total current 81 (193 ) 282 Deferred: Domestic: Federal (27 ) (379 ) 83,323 State — — 10,121 Total deferred (27 ) (379 ) 93,444 Total provision for income taxes $ 54 $ (572 ) $ 93,726 The sources of income (loss) before provision for income taxes are from the United States and the Company’s French branch. The Company files U.S. federal income tax returns and income tax returns in various state and local jurisdictions. Current income taxes are the amounts payable under the respective tax laws and regulations on each year’s earnings. Deferred income tax assets and liabilities represent the tax effects of revenues, costs and expenses, which are recognized for tax purposes in different periods from those used for financial statement purposes. A reconciliation of the federal statutory income tax rate to the effective tax rate is as follows: Fiscal Year 2018 2017 2016 Statutory federal rate 21.0 % 33.7 % 35.0 % State taxes, net of federal benefit (51.7 )% (4.3 )% 5.5 % Non-deductible Tax Receivable Agreement adjustment (1) —% (47.6 )% 0.4 % Valuation allowance (53.2 )% 19.0 % (176.8 )% Return to provision adjustment 95.5 % (0.9 )% (0.1 )% Impact of TCJA and other changes in tax law —% (0.5 )% —% Non-deductible Officers Compensation (9.4 )% —% —% Rate Differential on Foreign Income (2.8 )% 0.1 % —% Other (2.1 )% (0.5 )% —% Total (2.7 )% (1.0 )% (136.0 )% (1) Non-deductible Tax Receivable Agreement liability revaluation in fiscal 2017 due to TCJA and change in levels of projected pre-tax income. See “Tax Receivable Agreement” under Note 12 “Related Party Transactions” for additional information. Deferred income tax assets and liabilities consisted of the following: February 2, February 3, (in thousands) 2019 2018 Deferred tax assets: Depreciation and amortization $ 4,235 $ 13,317 Employee related costs 2,028 2,001 Allowance for asset valuations 806 2,441 Accrued expenses 422 225 Deferred rent 4,233 4,500 Net operating losses 81,292 71,122 Tax credits 295 498 Other 530 490 Total deferred tax assets 93,841 94,594 Less: valuation allowances (93,638 ) (92,590 ) Net deferred tax assets 203 2,004 Deferred tax liabilities: 0 Cancellation of debt income — (1,473 ) Other — (152 ) Total deferred tax liabilities — (1,625 ) Net deferred tax assets $ 203 $ 379 Included in: Prepaid expenses and other current assets $ — $ — Deferred income taxes 203 379 Net deferred tax assets $ 203 $ 379 As of February 2, 2019, the Company had a gross federal net operating loss of $300,410 (federal tax effected amount of $63,086) for federal income tax purposes that may be used to reduce future federal taxable income. The net operating losses for federal income tax purposes will expire between 2031 and 2018 for losses incurred in tax years beginning before January 1, 2018. Net operating losses incurred in tax years beginning after January 1, 2018 will have an indefinite carryforward period. As of February 2, 2019, the Company had gross state net operating loss carryforward of $315,632 (tax effected net of federal benefit of $20,509) that may be used to reduce future state taxable income. The net operating loss carryforwards for state income tax purposes expire between 2023 and 2039. As of February 2, 2019, the Company had total deferred tax assets related to net operating loss carryforwards, reduced for uncertain tax positions, of $81,292, of which $61,341 and $19,951 were attributable to federal and domestic state and local jurisdictions, respectively. The valuation allowance for deferred tax assets was $93,638 (post tax reform) at February 2, 2019, increasing $1,048 from the valuation allowance for deferred tax assets of $92,590 at February 3, 2018. During fiscal 2018, the Company recorded additional valuation allowances in the amount of $1,048 due to the combination of (i) a current year pre-tax loss; (ii) levels of projected pre-tax income; and (iii) the Company’s ability to carry forward or carry back tax losses. Adjustments to the valuation allowance are made when there is a change in management’s assessment of the amount of deferred tax assets that are realizable. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits, excluding interest and penalties, is as follows: Fiscal Year (in thousands) 2018 2017 2016 Beginning balance $ 2,349 $ 2,339 $ 2,127 Increases for tax positions in current year — 10 208 Increases for tax positions in prior years — — 4 Decreases for tax positions in prior years (45 ) — — Ending balance $ 2,304 $ 2,349 $ 2,339 As of February 2, 2019 and February 3, 2018 , unrecognized tax benefits in the amount of $0 and $0, respectively, would impact the Company’s effective tax rate if recognized. It is reasonably possible that within the next 12 months certain temporary unrecognized tax benefits could fully reverse. During the year ended February 2, 2019, the statute of limitations expired on the 2008 tax return filings which caused a reduction of the unrecognized tax position balance by $45. Should this occur, the Company’s unrecognized tax benefits could be reduced by up to $2,304. The Company includes accrued interest and penalties on underpayments of income taxes in its income tax provision. As of February 2, 2019 and February 3, 2018, the Company did not have any interest and penalties accrued on its Consolidated Balance Sheets and no related provision or benefit was recognized in each of the Company’s Consolidated Statements of Operations for the years ended February 2, 2019, February 3, 2018 and January 28, 2017. Interest is computed on the difference between the tax position recognized net of any unrecognized tax benefits and the amount previously taken or expected to be taken in the Company’s tax returns. With limited exceptions, the Company is no longer subject to examination for U.S. federal and state income tax for 2007 and prior. |
Segment and Geographical Financ
Segment and Geographical Financial Information | 12 Months Ended |
Feb. 02, 2019 | |
Segment Reporting [Abstract] | |
Segment and Geographical Financial Information | Note 11. Segment and Geographical Financial Information The Company operates and manages its business by distribution channel and has identified two 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: • Wholesale segment—consists of the Company’s operations to distribute products to major department stores and specialty stores in the United States and select international markets; and • Direct-to-consumer segment—consists of the Company’s operations to distribute products directly to the consumer through its branded full-price specialty retail stores, outlet stores, and e-commerce platform. The accounting policies of the Company’s reportable segments are consistent with those described in Note 1 “Description of Business and Summary of Significant Accounting Policies.” Unallocated corporate expenses are comprised of selling, general and administrative expenses attributable to corporate and administrative activities (such as marketing, design, finance, information technology, legal and human resource departments), and other charges that are not directly attributable to the Company’s reportable segments. Summary information for the Company’s reportable segments is presented below. Fiscal Year (in thousands) 2018 2017 2016 Net Sales: Wholesale $ 159,635 $ 166,113 $ 170,053 Direct-to-consumer 119,316 106,469 98,146 Total net sales $ 278,951 $ 272,582 $ 268,199 Income (loss) before income taxes: Wholesale $ 48,078 $ 44,496 $ 47,098 Direct-to-consumer (1) 6,442 (97 ) 1,216 Subtotal 54,520 44,399 48,314 Unallocated corporate expenses (50,381 ) (62,716 ) (59,925 ) Impairment of goodwill and indefinite-lived intangible asset (2) - - (53,061 ) Interest expense, net (5,882 ) (5,540 ) (3,932 ) Other income (expense), net (3) (225 ) 81,882 (329 ) Total (loss) income before income taxes $ (1,968 ) $ 58,025 $ (68,933 ) Depreciation & Amortization: Wholesale $ 884 $ 1,742 $ 1,754 Direct-to-consumer $ 4,202 $ 4,928 4,611 Unallocated corporate $ 3,052 $ 3,428 2,319 Total depreciation & amortization $ 8,138 $ 10,098 $ 8,684 Capital Expenditures: Wholesale $ 194 $ 81 $ 650 Direct-to-consumer $ 2,785 1,662 9,559 Unallocated corporate $ 91 1,636 4,078 Total capital expenditures $ 3,070 $ 3,379 $ 14,287 (1) (2) (3) Assets for each of the Company’s reportable segments are presented below. February 2, February 3, (in thousands) 2019 2018 Total Assets: Wholesale $ 67,945 $ 58,733 Direct-to-consumer 40,502 40,751 Unallocated corporate 126,484 135,050 Total assets $ 234,931 $ 234,534 The Company is domiciled in the U.S. and as of February 2, 2019, had no active international subsidiaries. Although the Company maintains a showroom in Paris through a local branch, substantially all marketing, sales, order management and customer service functions are performed in the U.S. and therefore substantially all of the Company’s sales originate in the U.S. As a result, net sales by destination are no longer provided. Additionally, substantially all long-lived assets, including property and equipment, are located in the U.S. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Feb. 02, 2019 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 12. Related Party Transactions Tax Receivable Agreement VHC entered into a Tax Receivable Agreement with the Pre-IPO Stockholders on November 27, 2013. The Company and its former subsidiaries generated certain tax benefits (including NOLs and tax credits) prior to the Restructuring Transactions consummated in connection with the Company’s IPO and will generate certain section 197 intangible deductions (the “Pre-IPO Tax Benefits”), which would reduce the actual liability for taxes that the Company might otherwise be required to pay. The Tax Receivable Agreement provides for payments to the Pre-IPO Stockholders in an amount equal to 85% of the aggregate reduction in taxes payable realized by the Company and its subsidiaries from the utilization of the Pre-IPO Tax Benefits (the “Net Tax Benefit”). For purposes of the Tax Receivable Agreement, the Net Tax Benefit equals (i) with respect to a taxable year, the excess, if any, of (A) the Company’s liability for taxes using the same methods, elections, conventions and similar practices used on the relevant company return assuming there were no Pre-IPO Tax Benefits over (B) the Company’s actual liability for taxes for such taxable year (the “Realized Tax Benefit”), plus (ii) for each prior taxable year, the excess, if any, of the Realized Tax Benefit reflected on an amended schedule applicable to such prior taxable year over the Realized Tax Benefit reflected on the original tax benefit schedule for such prior taxable year, minus (iii) for each prior taxable year, the excess, if any, of the Realized Tax Benefit reflected on the original tax benefit schedule for such prior taxable year over the Realized Tax Benefit reflected on the amended schedule for such prior taxable year; provided, however, that to the extent any of the adjustments described in clauses (ii) and (iii) were reflected in the calculation of the tax benefit payment for any subsequent taxable year, such adjustments shall not be taken into account in determining the Net Tax Benefit for any subsequent taxable year. To the extent that the Company is unable to make the payment under the Tax Receivable Agreement when due under the terms of the Tax Receivable Agreement for any reason, such payment would be deferred and would accrue interest at a default rate of LIBOR plus 500 basis points until paid, instead of the agreed rate of LIBOR plus 200 basis points per annum in accordance with the terms of the Tax Receivable Agreement. While the Tax Receivable Agreement is designed with the objective of causing the Company’s annual cash costs attributable to federal, state and local income taxes (without regard to the Company’s continuing 15% interest in the Pre-IPO Tax Benefits) to be the same as that which the Company would have paid had the Company not had the Pre-IPO Tax Benefits available to offset its federal, state and local taxable income, there are circumstances in which this may not be the case. In particular, the Tax Receivable Agreement provides that any payments by the Company thereunder shall not be refundable. In that regard, the payment obligations under the Tax Receivable Agreement differ from a payment of a federal income tax liability in that a tax refund would not be available to the Company under the Tax Receivable Agreement even if the Company were to incur a net operating loss for federal income tax purposes in a future tax year. Similarly, the Pre-IPO Stockholders will not reimburse the Company for any payments previously made if any tax benefits relating to such payments are subsequently disallowed, although the amount of any such tax benefits subsequently disallowed will reduce future payments (if any) otherwise owed to such Pre-IPO Stockholders. In addition, depending on the amount and timing of the Company’s future earnings (if any) and on other factors including the effect of any limitations imposed on the Company’s ability to use the Pre-IPO Tax Benefits, it is possible that all payments required under the Tax Receivable Agreement could become due within a relatively short period of time following consummation of the Company’s IPO. If the Company had not entered into the Tax Receivable Agreement, the Company would be entitled to realize the full economic benefit of the Pre-IPO Tax Benefits to the extent allowed by federal, state and local law. The Tax Receivable Agreement is designed with the objective of causing the Company’s annual cash costs attributable to federal, state and local income taxes (without regard to the Company’s continuing 15% interest in the Pre-IPO Tax Benefits) to be the same as the Company would have paid had the Company not had the Pre-IPO Tax Benefits available to offset its federal, state and local taxable income. As a result, stockholders who purchased shares in the IPO are not entitled to the economic benefit of the Pre-IPO Tax Benefits that would have been available if the Tax Receivable Agreement were not in effect, except to the extent of the Company’s continuing 15% interest in the Pre-IPO Benefits. Additionally, the payments the Company makes to the Pre-IPO Stockholders under the Tax Receivable Agreement are not expected to give rise to any incidental tax benefits to the Company, such as deductions or an adjustment to the basis of the Company’s assets. An affiliate of Sun Capital may elect to terminate the Tax Receivable Agreement upon the occurrence of a Change of Control (as defined below). In connection with any such termination, the Company is obligated to pay the present value (calculated at a rate per annum equal to LIBOR plus 200 basis points as of such date) of all remaining Net Tax Benefit payments that would be required to be paid to the Pre-IPO Stockholders from such termination date, applying the valuation assumptions set forth in the Tax Receivable Agreement (the “Early Termination Period”). “Change of control,” as defined in the Tax Receivable Agreement shall mean an event or series of events by which (i) VHC shall cease directly or indirectly to own 100% of the capital stock of Vince, LLC; (ii) any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act), other than one or more permitted investors, shall be the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of capital stock having more, directly or indirectly, than 35% of the total voting power of all outstanding capital stock of Vince Holding Corp. in the election of directors, unless at such time the permitted investors are direct or indirect “beneficial owners” (as so defined) of capital stock of Vince Holding Corp. having a greater percentage of the total voting power of all outstanding capital stock of VHC in the election of directors than that owned by each other “person” or “group” described above; (iii) for any reason whatsoever, a majority of the board of directors of VHC shall not be continuing directors; or (iv) a “Change of Control” (or comparable term) shall occur under (x) any term loan or revolving credit facility of VHC or its subsidiaries or (y) any unsecured, senior, senior subordinated or subordinated indebtedness of VHC or its subsidiaries, if, in each case, the outstanding principal amount thereof is in excess of $15,000. The Company may also terminate the Tax Receivable Agreement by paying the Early Termination Payment (as defined therein) to the Pre-IPO Stockholders. Additionally, the Tax Receivable Agreement provides that in the event that the Company breaches any material obligations under the Tax Receivable Agreement by operation of law as a result of the rejection of the Tax Receivable Agreement in a case commenced under the Bankruptcy Code, then the Early Termination Payment plus other outstanding amounts under the Tax Receivable Agreement shall become due and payable. The Tax Receivable Agreement will terminate upon the earlier of (i) the date all such tax benefits have been utilized or expired, (ii) the last day of the tax year including the tenth anniversary of the IPO Restructuring Transactions and (iii) the mutual agreement of the parties thereto, unless earlier terminated in accordance with the terms thereof. As of February 2, 2019, the Company’s total obligation under the Tax Receivable Agreement is estimated to be $58,273 which is included as Other liabilities on the Consolidated Balance Sheet. The tax benefit payment of $351, including accrued interest, with respect to the 2016 taxable year was paid in the first quarter of fiscal 2018. The tax benefit payment of $7,438, including accrued interest, with respect to the 2015 taxable year was paid in the fourth quarter of fiscal 2016. As a condition of the 2016 Investment Agreement, the Company repaid its obligation, including accrued interest, totaling $22,262, with respect to the 2014 taxable year upon the closing of the 2016 Rights Offering. The Tax Receivable Agreement expires on December 31, 2023. The obligation was originally recorded in connection with the IPO as an adjustment to additional paid-in capital on the Company’s Consolidated Balance Sheet. During fiscal 2018, no adjustment was made to the obligation under the Tax Receivable Agreement. During fiscal 2017, the obligation under the Tax Receivable Agreement was adjusted primarily as a result of the enactment of the TCJA in the U.S and the change in levels of projected pre-tax income. The adjustment resulted in a net decrease of $82,002 to the liability under the Tax Receivable Agreement with the corresponding adjustment accounted for as a decrease to Other (income) expense, net on the Consolidated Statements of Operations. During fiscal 2016, the obligation under the Tax Receivable Agreement was adjusted primarily as a result of changes in tax laws that impacted the net operating loss deferred tax assets. The adjustment resulted in a net decrease of $209 to the liability under the Tax Receivable Agreement with the corresponding adjustment accounted for as a decrease to Other (income) expense, net on the Consolidated Statements of Operations. Sourcing Arrangement On July 13, 2017, Vince, LLC, an indirect wholly-owned subsidiary of the Company, entered into an agreement (the “Sourcing Arrangement”) with Rebecca Taylor, Inc. (“RT”) relating to the purchase and resale of certain Vince branded finished goods (“Vince Goods”), whereby RT had agreed to purchase Vince Goods from approved suppliers pursuant to purchase orders issued to such suppliers (each, a “RT Purchase Order”) at a price specified therein (a “RT Price”) and Vince, LLC had agreed to purchase such Vince Goods from RT pursuant to purchase orders issued to RT (each, a “Vince Purchase Order”) at a price specified therein (a “Vince Price”). The Vince Price was at all times equal to 103.5% of the RT Price. Upon receipt of the Vince Purchase Order, RT must issue the RT Purchase Order and apply for a letter of credit to be issued to the applicable supplier in the amount equal to the RT Price, subject to availability under RT’s credit facility. When the Vince Goods were ready to be delivered, RT must invoice Vince in the amount equal to the Vince Price, which invoice shall be payable by Vince within two business days of receipt of the invoice, which payment term may be extended by RT. In the event Vince failed to make timely payment for any Vince Goods, RT had the right to liquidate such goods in a manner and at a price it deemed appropriate in its sole discretion. The Sourcing Arrangement contained customary indemnification and representations and warranties. The Sourcing Arrangement may be terminated by either party upon 60 days’ prior written notice to the other party. RT is owned by affiliates of Sun Capital Partners, Inc., whose affiliates owned approximately 73% of the outstanding common stock of the Company as of February 2, 2019. During fiscal 2018 and 2017, the Company paid $29 and $17,834 for orders placed under the Sourcing Arrangement. No new orders had been placed under the Sourcing Arrangement since September 2017. On May 30, 2018, the Company terminated the Sourcing Arrangement with RT effective as of February 3, 2018. There were no early termination penalties incurred by the Vince, LLC or the Company as a result of the termination. Shared Services Agreement In connection with the consummation of the Company’s IPO, Vince, LLC entered into a Shared Services Agreement with Kellwood on November 27, 2013 (the “Shared Services Agreement”) pursuant to which Kellwood provided support services in various areas including, among other things, certain accounting functions, tax, e-commerce operations, distribution, logistics, information technology, accounts payable, credit and collections and payroll and benefits administration. As of the end of fiscal 2016, the Company completed the transition of all functions and systems from Kellwood to the Company’s own systems or processes as well as to third-party service providers. In connection with the Kellwood Sale, the Shared Services Agreement was contributed to St. Louis, LLC. The Shared Services Agreement with St. Louis, LLC was effectively terminated in fiscal 2017 as there were no outstanding or further services to be provided thereunder. The fees for all services received by Vince, LLC under the Shared Services Agreement were at cost. Such costs were the full amount of any and all actual and direct out-of-pocket expenses (including base salary and wages but without providing for any margin of profit or allocation of depreciation or amortization expense) incurred by the service provider or its affiliates in connection with the provision of the services. The Company was invoiced monthly for the services provided under the Shared Services Agreement and generally was required to pay within 15 business days of receiving such invoice. The payments could be trued-up and could be disputed once each fiscal quarter. For fiscal 2018, fiscal 2017 and fiscal 2016, the Company recognized $20, $305 and $4,256, respectively, of expense within the Consolidated Statements of Operations for services provided under the Shared Services Agreement. As of February 2, 2019 and February 3, 2018, the Company recorded $0 and $82, respectively, in Other accrued expenses to recognize amounts payable under the Shared Services Agreement. 2017 Investment Agreement and 2017 Rights Offering On August 10, 2017, the Company entered into an Investment Agreement (the “2017 Investment Agreement”) with Sun Cardinal, LLC and SCSF Cardinal, LLC (collectively, the “Sun Cardinal Investors”) pursuant to which the Company agreed to issue and sell to the Sun Cardinal Investors, and the Sun Cardinal Investors agreed to purchase, an aggregate number of shares of the Company’s common stock equal to (x) $30,000 minus (y) the aggregate proceeds of the 2017 Rights Offering, at the 2017 Rights Offering subscription price per share (prior to adjustment for the Reverse Stock Split) of $0.45, subject to the terms and conditions set forth in the 2017 Investment Agreement (the “Backstop Commitment”). The 2017 Investment Agreement superseded the Rights Offering Commitment Letter, dated May 18, 2017, from Sun Capital Partners V, L.P. On August 15, 2017, the Company commenced the 2017 Rights Offering, whereby the Company distributed, at no charge, to stockholders of record as of August 14, 2017 (the “2017 Rights Offering Record Date”), rights to purchase new shares of the Company’s common stock at $0.45 per share (prior to adjustment for the Reverse Stock Split). Each stockholder as of the 2017 Rights Offering Record Date (“2017 Rights Holders”) received one non-transferrable right to purchase 1.3475 shares for every share of common stock owned on the 2017 Rights Offering Record Date (the “subscription right”). 2017 Rights Holders who fully exercised their subscription rights were entitled to subscribe for additional shares that remained unsubscribed as a result of any unexercised subscription rights (the “over-subscription right”). The over-subscription right allowed a 2017 Rights Holder to subscribe for an additional amount equal to up to an aggregate of 9.99% of the Company’s outstanding shares of common stock after giving effect to the consummation of the transactions contemplated by the 2017 Rights Offering and the 2017 Investment Agreement, subject to certain limitations and pro rata allocations. Subscription rights could only be exercised for whole numbers of shares; no fractional shares of common stock were issued in the 2017 Rights Offering. The 2017 Rights Offering period expired on August 30, 2017 at 5:00 p.m. New York City time and the Company Additionally, in accordance with the 2017 Investment Agreement The Company used a portion of the net proceeds received from the 2017 Rights Offering and the 2017 Investment Agreement to (1) repay $9,000 under the Company’s 2013 Term Loan Facility and (2) repay $15,000 under the Company’s Revolving Credit Facility, without a concurrent commitment reduction the remaining net proceeds for general corporate purposes, except for $1,823 which was retained at VHC. As of February 2, 2019, affiliates of Sun Fund V collectively beneficially owned approximately 73% of the Company’s outstanding common stock. 2016 Investment Agreement and 2016 Rights Offering On March 15, 2016, the Company entered into the 2016 Investment Agreement with the Investors pursuant to which Sun Cardinal and SCSF Cardinal agreed to backstop the 2016 Rights Offering by purchasing at the subscription price (prior to adjustment for the Reverse Stock Split) of $5.50 per share any and all shares not subscribed through the exercise of rights, including the oversubscription. On March 29, 2016, the Company commenced the 2016 Rights Offering, whereby the Company distributed, at no charge, to stockholders of record as of March 23, 2016 (the “2016 Rights Offering Record Date”), rights to purchase new shares of the Company’s common stock (prior to adjustment for the Reverse Stock Split) at $5.50 per share. Each stockholder as of the 2016 Rights Offering Record Date (“2016 Rights Holders”) received one non-transferrable right to purchase 0.3191 shares for every share of common stock owned on the 2016 Rights Offering Record Date (the “subscription right”). 2016 Rights Holders who fully exercised their subscription rights were entitled to subscribe for additional shares that remained unsubscribed as a result of any unexercised subscription rights (the “over-subscription right”). The over-subscription right allowed a 2016 Rights Holder to subscribe for an additional number of shares equal to up to 20% of the shares of common stock for which such holder was otherwise entitled to subscribe. Subscription rights could only be exercised for whole numbers of shares; no fractional shares of common stock were issued in the 2016 Rights Offering. The 2016 Rights Offering period expired on April 14, 2016 at 5:00 p.m. New York City time, prior to which payment for all subscription rights required an irrevocable funding of cash to the transfer agent, to be held in an account for the benefit of the Company. The Investors fully subscribed in the 2016 Rights Offering and exercised their oversubscription right. The Company received subscriptions and oversubscriptions from its existing stockholders for a total of 11,622,518 shares of its common stock, resulting in aggregate gross proceeds of approximately $63,924. Simultaneous with the closing of the 2016 Rights Offering, the Company received $1,076 of gross proceeds from the 2016 Investment Agreement and issued to the Investors 195,663 shares of its common stock in connection therewith. In total, the Company received total gross proceeds of $65,000 as a result of the 2016 Rights Offering and the 2016 Investment Agreement transactions and recorded increases of $118 within Common Stock and $63,992 within Additional paid-in capital on the consolidated balance sheet. , affiliates of Sun Capital owned 58% of the Company’s outstanding common stock. The Company used a portion of the net proceeds received from the 2016 Rights Offering and the 2016 Investment Agreement to (1) repay the amount owed by the Company under the Tax Receivable Agreement (as discussed above) with Sun Cardinal, for itself and as a representative of the other stockholders party thereto, for the tax benefit with respect to the 2014 taxable year including accrued interest, totaling $22,262, and (2) repay all then outstanding indebtedness, totaling $20,000, under the Company’s 2013 Revolving Credit Facility. The Company used the remaining net proceeds, which funds were held by VHC until needed by its operating subsidiary, for additional strategic investments and general corporate purposes. The Company retained approximately $21,000 of proceeds at VHC. Sun Capital Consulting Agreement On November 27, 2013, the Company entered into an agreement with Sun Capital Management to (i) reimburse Sun Capital Management Corp. (“Sun Capital Management”) or any of its affiliates providing consulting services under the agreement for out-of-pocket expenses incurred in providing consulting services to the Company and (ii) provide Sun Capital Management with customary indemnification for any such services. The agreement is scheduled to terminate on November 27, 2023, the tenth anniversary of the Company’s IPO. Under the consulting agreement, the Company has no obligation to pay Sun Capital Management or any of its affiliates any consulting fees other than those which are approved by a majority of the Company’s directors that are not affiliated with Sun Capital. To the extent such fees are approved in the future, the Company will be obligated to pay such fees in addition to reimbursing Sun Capital Management or any of its affiliates that provide the Company services under the consulting agreement for all reasonable out-of-pocket fees and expenses incurred by such party in connection with the provision of consulting services under the consulting agreement and any related matters. Reimbursement of such expenses shall not be conditioned upon the approval of a majority of the Company’s directors that are not affiliated with Sun Capital Management, and shall be payable in addition to any fees that such directors may approve. Neither Sun Capital Management nor any of its affiliates are liable to the Company or the Company’s affiliates, security holders or creditors for (1) any liabilities arising out of, related to, caused by, based upon or in connection with the performance of services under the consulting agreement, unless such liability is proven to have resulted directly and primarily from the willful misconduct or gross negligence of such person or (2) pursuing any outside activities or opportunities that may conflict with the Company’s best interests, which outside activities the Company consents to and approves under the consulting agreement, and which opportunities neither Sun Capital Management nor any of its affiliates will have any duty to inform the Company of. In no event will the aggregate of any liabilities of Sun Capital Management or any of its affiliates exceed the aggregate of any fees paid under the consulting agreement. In addition, the Company is required to indemnify Sun Capital Management, its affiliates and any successor by operation of law against any and all liabilities, whether or not arising out of or related to such party’s performance of services under the consulting agreement, except to the extent proven to result directly and primarily from such person’s willful misconduct or gross negligence. The Company is also required to defend such parties in any lawsuits which may be brought against such parties and advance expenses in connection therewith. In the case of affiliates of Sun Capital Management that have rights to indemnification and advancement from affiliates of Sun Capital, the Company agrees to be the indemnitor of first resort, to be liable for the full amounts of payments of indemnification required by any organizational document of such entity or any agreement to which such entity is a party, and that the Company will not make any claims against any affiliates of Sun Capital Partners for contribution, subrogation, exoneration or reimbursement for which they are liable under any organizational documents or agreement. Sun Capital Management may, in its sole discretion, elect to terminate the consulting agreement at any time. The Company may elect to terminate the consulting agreement if SCSF Cardinal, Sun Cardinal or any of their respective affiliates’ aggregate ownership of the Company’s equity securities falls below 30%. During fiscal 2018, fiscal 2017 and fiscal 2016, the Company incurred expenses of $31, $34 and $121, respectively, under the Sun Capital Consulting Agreement. Bank of Montreal Facility On June 22, 2017, Vince, LLC entered into the BMO LC Line with the Bank of Montreal to issue the Specified LCs for the benefit of BofA as credit support for the obligations outstanding under the 2013 Revolving Credit Facility with BofA. The BMO LC Line was guaranteed by Sun Capital Fund V, L.P., an affiliate of Sun Capital Partners. The initial BMO LC Line was issued in the amount of $5,000. The maximum draw amount for all Specified LCs was $10,000. The Specified LCs were never drawn upon and on October 31, 2017, at the request of the Company and upon the satisfaction of certain release conditions, the BMO LC Line was released. Indemnification Agreements The Company has entered into indemnification agreements with each of its executive officers and directors. The indemnification agreements provide the executive officers and directors with contractual rights to indemnification, expense advancement and reimbursement, to the fullest extent permitted under the Delaware General Corporation Law. Amended and Restated Certificate of Incorporation The Company’s amended and restated certificate of incorporation provides that for so long as affiliates of Sun Capital own 30% or more of the Company’s outstanding shares of common stock, Sun Cardinal, a Sun Capital affiliate, has the right to designate a majority of the Company’s board of directors. For so long as Sun Cardinal has the right to designate a majority of the Company’s board of directors, the directors designated by Sun Cardinal may constitute a majority of each committee of the Company’s board of directors (other than the Audit Committee), and the chairman of each of the committees (other than the Audit Committee) may be a director serving on the committee who is selected by affiliates of Sun Capital, provided that, at such time as the Company is not a “controlled company” under the NYSE corporate governance standards, the Company’s committee membership will comply with all applicable requirements of those standards and a majority of the Company’s board of directors will be “independent directors,” as defined under the rules of the NYSE, subject to any applicable phase in requirements. |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts | 12 Months Ended |
Feb. 02, 2019 | |
Valuation And Qualifying Accounts [Abstract] | |
Schedule II Valuation and Qualifying Accounts | VALUATION AND QUALIFYING ACCOUNTS (In thousands) Beginning of Period Expense Charges, net of Reversals Deductions and Write-offs, net of Recoveries End of Period Sales Allowances Fiscal 2018 $ (17,611 ) $ (39,764 ) $ 50,015 (7,360 ) Fiscal 2017 (19,711 ) (54,265 ) 56,365 (17,611 ) Fiscal 2016 (12,846 ) (59,078 ) 52,213 (19,711 ) Allowance for Doubtful Accounts Fiscal 2018 (803 ) 53 407 (343 ) Fiscal 2017 (275 ) (793 ) 265 (803 ) Fiscal 2016 (188 ) (192 ) 105 (275 ) Valuation Allowances on Deferred Income Taxes Fiscal 2018 (92,590 ) (1,048 ) — (93,638 ) Fiscal 2017 (122,860 ) (13,764 ) 44,034 (92,590 ) Fiscal 2016 (1,024 ) (121,836 ) — (122,860 ) |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Feb. 02, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business | (A) Description of Business |
Basis of Presentation | (B) Basis of Presentation The consolidated financial statements include the Company’s accounts and the accounts of the Company’s wholly-owned subsidiaries as of February 2, 2019. All intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the financial statements contain all adjustments (consisting solely of normal recurring adjustments) and disclosures necessary for a fair statement. Certain reclassifications have been made to the prior periods’ financial information in order to conform to the current period’s presentation. The reclassification had no impact on previously reported net income or stockholders’ equity. |
Fiscal Year | (C) Fiscal Year • References to “fiscal year 2018” or “fiscal 2018” refer to the fiscal year ended February 2, 2019; • References to “fiscal year 2017” or “fiscal 2017” refer to the fiscal year ended February 3, 2018; and • References to “fiscal year 2016” or “fiscal 2016” refer to the fiscal year ended January 28, 2017. Fiscal 2017 consisted of a 53-week period. Fiscal years 2018 and 2016 consisted of a 52-week period. |
Reverse Stock Split | Reverse Stock Split: At the close of business on October 23, 2017, the Company effected a 1-for-10 reverse stock split (the “Reverse Stock Split”). The Company’s common stock began trading on a split-adjusted basis when the market opened on October 24, 2017. Pursuant to the Reverse Stock Split, every 10 shares of the Company’s issued and outstanding common stock were automatically converted into one share of common stock. No fractional shares were issued if, as a result of the Reverse Stock Split, a stockholder would otherwise have been entitled to a fractional share. Instead, each stockholder was entitled to receive a cash payment based on a pre-split cash in lieu rate of $0.48, which was the average closing price per share on the New York Stock Exchange for the five consecutive trading days immediately preceding October 23, 2017. The calculation of basic and diluted net earnings (loss) per share, as presented in the consolidated statements of operations, have been determined based on a retroactive adjustment of weighted average shares outstanding for all periods presented. |
Sources and Uses of Liquidity | (E) Sources and Uses of Liquidity |
Use of Estimates | (F) Use of Estimates Significant estimates inherent in the preparation of the consolidated financial statements include accounts receivable allowances, customer returns, the realizability of inventory, reserves for contingencies, useful lives and impairments of long-lived tangible and intangible assets, Tax Receivable Agreement obligation, and accounting for income taxes and related uncertain tax positions, among others. |
Cash and cash equivalents | (G) Cash and cash equivalents |
Accounts Receivable and Concentration of Credit Risk | (H) Accounts Receivable and Concentration of Credit Risk Accounts receivable are recorded net of allowances including expected future chargebacks from wholesale partners and estimated margin support. It is the nature of the apparel and fashion industry that suppliers similar to the Company face significant pressure from customers in the retail industry to provide allowances to compensate for wholesale partner margin shortfalls. This pressure often takes the form of customers requiring the Company to provide price concessions on prior shipments as a prerequisite for obtaining future orders. Pressure for these concessions is largely determined by overall retail sales performance and, more specifically, the performance of the Company’s products at retail. To the extent the Company’s wholesale partners have more of the Company’s goods on hand at the end of the season, there will be greater pressure for the Company to grant markdown concessions on prior shipments. Accounts receivable balances are reported net of expected allowances for these matters based on the historical level of concessions required and estimates of the level of markdowns and allowances that will be required in the coming season. The Company evaluates the allowance balances on a continual basis and adjusts them as necessary to reflect changes in anticipated allowance activity. The Company also provides an allowance for sales returns based on known trends and historical return rates. In fiscal 2018, sales to two wholesale partner accounted for more than ten percent of the Company’s net sales. These sales represented 33.7% of fiscal 2018 net sales. In fiscal 2017, sales to one wholesale partner accounted for more than ten percent of the Company’s net sales. These sales represented 21.9% of fiscal 2017 net sales. In fiscal 2016, sales to three wholesale partners each accounted for more than ten percent of the Company’s net sales. These sales represented 19.6%, 14.4% and 10.8% of fiscal 2016 net sales. Three wholesale partners each represented greater than ten percent of the Company’s gross accounts receivable balance as of February 2, 2019, with a corresponding aggregate total of 67.0% of such balance. Three wholesale partners each represented greater than ten percent of the Company’s gross accounts receivable balance as of February 3, 2018, with a corresponding aggregate total of 49.4% of such balance. |
Inventories | (I) Inventories |
Property and Equipment | (J) Property and Equipment February 2, February 3, (in thousands) 2019 2018 Leasehold improvements $ 36,284 $ 37,307 Furniture, fixtures and equipment 11,447 11,985 Capitalized software 10,677 11,239 Construction in process 124 71 Total property and equipment 58,532 60,602 Less: accumulated depreciation (33,376 ) (28,994 ) Property and equipment, net $ 25,156 $ 31,608 Depreciation expense was $7,379, $8,480 and $7,070 for fiscal 2018, fiscal 2017 and fiscal 2016, respectively. |
Impairment of Long-lived Assets | (K) Impairment of Long-lived Assets |
Goodwill and Other Intangible Assets | (L) Goodwill and Other Intangible Assets Goodwill represents the excess of the cost of acquired businesses over the fair market value of the identifiable net assets. The indefinite-lived intangible asset is the Vince tradename. An entity may elect to perform a qualitative impairment assessment for goodwill and indefinite-lived intangible assets. If adverse qualitative trends are identified during the qualitative assessment that indicate that it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than its carrying amount, a quantitative impairment test is required. “Step one” of the quantitative impairment test for goodwill requires an entity to determine the fair value of each reporting unit and compare such fair value to the respective carrying amount. If the estimated fair value of the reporting unit exceeds the carrying value of the net assets assigned to that reporting unit, goodwill is not impaired, and the Company is not required to perform further testing. In accordance with new accounting guidance adopted on January 29, 2017, if the carrying amount of the reporting unit exceeds its estimated fair value, an impairment loss is recorded for the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The Company estimates the fair value of the tradename intangible asset using a discounted cash flow valuation analysis, which is based on the “relief from royalty” methodology. This methodology assumes that in lieu of ownership, a third party would be willing to pay a royalty in order to exploit the related benefits of these types of assets. The relief from royalty approach is dependent on a number of factors, including estimates of future growth, royalty rates in the category of intellectual property, discount rates and other variables. The Company bases its fair value estimates on assumptions it believes to be reasonable, but which are unpredictable and inherently uncertain. Actual future results may differ from those estimates. The Company recognizes an impairment loss when the estimated fair value of the tradename intangible asset is less than the carrying value. An entity may pass on performing the qualitative assessment for a reporting unit or indefinite-lived intangible asset and directly perform the quantitative assessment. This determination can be made on an asset by asset basis, and an entity may resume performing a qualitative assessment in subsequent periods. In fiscal 2018, the Company elected to perform a qualitative impairment test on goodwill and concluded that it is more likely than not that the fair value of the Company’s Wholesale reporting unit exceeds its carrying value and the goodwill is not impaired. In fiscal 2017, the Company elected to perform a quantitative impairment test on goodwill. The results of the quantitative test did not result in any impairment of goodwill, which amounted to $41,435 as of February 3, 2018, because the fair value of the Company’s Wholesale reporting unit exceeded its carrying value by approximately 35%. Significant assumptions utilized in the discounted cash flow analysis included a discount rate of 15.0%. Significant assumptions utilized in a market-based approach were market multiples ranging from 1.10x to 1.16x. In fiscal 2016, a quantitative impairment test on goodwill determined that the fair value of the Direct-to-consumer reporting unit was below its carrying value. During fiscal 2016, the sales results within the Direct-to-consumer reporting unit were impacted by continued declines in average order values as well as declines in the number of transactions due to lower conversion rates and reduced traffic and as a result, the Direct-to-consumer reporting unit did not meet expectations resulting in lower current and expected future cash flows. The Company estimated the fair value of its Direct-to-consumer reporting unit using both the income and market valuation approaches, with a weighting of 80% and 20%, respectively. “Step one” of the assessment determined that the fair value of the Direct-to-consumer reporting unit was below the carrying amount by approximately 40%. Accordingly, “step two” of the assessment was performed, which compared the implied fair value of the goodwill to the carrying value of such goodwill by performing a hypothetical purchase price allocation using the fair value of the reporting unit determined in “step one”. Based on the results from “step two,” the Company recorded a goodwill impairment charge of $22,311, to write-off all of the goodwill in the Direct-to-consumer reporting unit. The charge was recorded in Impairment of goodwill and indefinite-lived intangible asset in the Consolidated Statements of Operations, during the fourth quarter of fiscal 2016. Additionally, the results of “step one” of the assessment determined that the fair value of the Wholesale reporting unit exceeded its carrying amount by approximately 40% Significant assumptions utilized in the discounted cash flow analysis included a discount rate of 16.0%. Significant assumptions utilized in a market-based approach were market multiples ranging from 0.50x to 0.90x for the Company’s reporting units. In fiscal 2018, the Company elected to perform a qualitative impairment test on its tradename intangible asset and concluded that it is more likely than not that the fair value of the Company’s tradename intangible asset exceeds its carrying value and the tradename intangible asset is not impaired. In fiscal 2017, the Company elected to perform a quantitative assessment on its tradename intangible asset. The results of the quantitative test did not result in any impairment because the fair value of the Company’s tradename intangible asset exceeded its carrying value. The estimate of fair value of was determined using a discounted cash flow valuation analysis, which was based on the “relief from royalty” methodology. Discount rate assumptions were based on an assessment of the risk inherent in the projected future cash flows generated by the intangible asset. Also subject to judgment are assumptions about royalty rates, which were based on the estimated rates at which similar tradenames are being licensed in the marketplace. In fiscal 2016, a quantitative assessment of the Company’s tradename intangible asset determined that the fair value of its tradename intangible asset was below its carrying value. During fiscal 2016, the Company’s sales results did not meet expectations resulting in lower current and expected future cash flows. The Company estimated the fair value of its tradename intangible asset using a discounted cash flow valuation analysis, which is based on the “relief from royalty” methodology and determined that the fair value of the tradename intangible asset was below the carrying amount by approximately 30%. Accordingly, the Company recorded an impairment charge for its tradename intangible asset of $30,750, which was recorded in Impairment of goodwill and indefinite-lived intangible asset in the Consolidated Statements of Operations, during the fourth quarter of fiscal 2016. Determining the fair value of goodwill and other intangible assets is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates and operating margins, discount rates and future market conditions, among others. It is possible that estimates of future operating results could change adversely and impact the evaluation of the recoverability of the carrying value of goodwill and intangible assets and that the effect of such changes could be material. Definite-lived intangible assets are comprised of customer relationships and are being amortized on a straight-line basis over their useful lives of 20 years. See Note 2 “Goodwill and Intangible Assets” for more information on the details surrounding goodwill and intangible assets. |
Deferred Financing Costs | (M) Deferred Financing Costs |
Deferred Rent and Deferred Lease Incentives | (N) Deferred Rent and Deferred Lease Incentives |
Revenue Recognition | (O) Revenue Recognition Revenue associated with gift cards is recognized upon redemption and unredeemed balances are considered contract liability and recorded within other accrued expenses, which are subject to escheatment within the jurisdictions in which it operates. As of February 2, 2019 and February 3, 2018, contract liability was $1,361 and $1,229, respectively. In fiscal 2018, the Company recognized $331 of revenue that was previously included in contract liability as of February 3, 2018. Amounts billed to customers for shipping and handling costs are not material. Such shipping and handling costs are accounted for as a fulfillment cost and are included in cost of products sold. Sales taxes that are collected by the Company from a customer are excluded from revenue. Sales are measured as the amount of consideration the Company expects to receive in exchange for transferring goods, which includes estimates for variable consideration. Variable consideration mainly includes discounts, chargebacks, markdown allowances, cooperative advertising programs, and sales returns. Estimated amounts of discounts, chargebacks, markdown allowances, cooperative advertising programs, and sales returns are accounted for as reductions of sales when the associated sale occurs. These estimated amounts are adjusted periodically based on changes in facts and circumstances when the changes become known. On the Company’s consolidated balance sheet, reserves for sales returns are included within other accrued liabilities, and the value of inventory associated with reserves for sales returns are included in prepaid expenses and other current assets. The Company continues to estimate the amount of sales returns based on known trends and historical return rates. The following table summarizes the impacts of adopting Topic 606 on the Company’s consolidated balance sheet as of February 2, 2019. Impact of changes in accounting standard As Balances without (in thousands) reported Adjustments adoption of Topic 606 Assets Trade receivables, net 28,896 (1,524 ) 27,372 Prepaid expenses and other current assets 6,317 (1,410 ) 4,907 Liabilities Other accrued expenses 8,535 (2,934 ) 5,601 |
Cost of Products Sold | (P) Cost of Products Sold • the cost of purchased merchandise, including raw materials; • the cost of inbound transportation, including freight; • the cost of the Company’s production and sourcing departments; • other processing costs associated with acquiring and preparing the inventory for sale; and • shrink and valuation reserves. |
Marketing and Advertising | (Q) Marketing and Advertising |
Share-Based Compensation | (R) Share-Based Compensation: |
Income Taxes | (S) Income Taxes The Company assesses the likelihood of the realization of deferred tax assets and adjusts the carrying amount of these deferred tax assets by a valuation allowance to the extent the Company believes it more likely than not that all or a portion of the deferred tax assets will not be realized. Many factors are considered when assessing the likelihood of future realization of deferred tax assets, including recent earnings results within taxing jurisdictions, expectations of future taxable income, the carryforward periods available and other relevant factors. Changes in the required valuation allowance are recorded in income in the period such determination is made. |
Earnings Per Share | (T) Earnings Per Share |
Recent Accounting Pronouncements | (U) Recent Accounting Pronouncements Recently Adopted Accounting Pronouncements In November 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-18, “ Statement of cash flows (Topic 230): Restricted cash equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The Company adopted this guidance in the first quarter of fiscal 2018 using the retrospective transition method to each period presented. The Company’s restricted cash is reserved for payments for claims for its insurance program, which is included in prepaid expenses and other current assets on the Company’s consolidated balance sheets. The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets to the consolidated statement of cash flows. February 2, February 3, (in thousands) 2019 2018 Cash and cash equivalents $ 118 $ 5,372 Restricted cash 11 73 Total Cash, cash equivalents, and restricted cash $ 129 $ 5,445 In May 2014, the FASB issued ASU No. 2014-09, “ Revenue from Contracts with Customers has amended several aspects of the new guidance. In January 2017, the Financial Accounting Standards to simplify the accounting for goodwill impairment. The guidance removes “step two” of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The guidance is effective for interim and In March 2016, the FASB issued guidance regarding share-based compensation, to simplify the accounting for share-based payment transactions, including accounting for forfeitures, income tax consequences, classification of awards as either equity or liabilities and classification on the statement of cash flows. This guidance is effective for interim and annual periods beginning after December 15, 2016. The Company adopted the new guidance on January 29, 2017. Upon adoption, excess tax benefits and deficiencies from share-based compensation are recognized as income tax expense or benefit in the statement of operations as discrete items in the reporting period in which they occur, regardless of whether the benefit reduces taxes payable in the current period. As a result of the adoption of this guidance, the Company recognized an increase of $2,350 to deferred tax assets related to net operating loss carryforwards for the excess tax benefits related to share-based compensation and also recognized an increase of an equal amount in the valuation allowance against such increase of deferred tax assets. As permitted by the new guidance, the Company elected to account for forfeitures as they occur which resulted in an increase of $84 to the accumulated deficit within the Consolidated Balance Sheet. The remaining provisions of the new guidance did not have a material effect on the Company’s consolidated financial statements. Recently Issued Accounting Pronouncements Leases (Topic 842) “Leases (Topic 842): Targeted improvements” The Company is currently compiling an inventory of lease arrangements in order to determine the impact the new guidance will have on the consolidated financial statements and disclosures. The Company has selected new lease accounting software in preparation for the standard's additional reporting requirements. The Company continues to evaluate the impact of adopting this guidance on the consolidated financial statements. B |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Feb. 02, 2019 | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: February 2, February 3, (in thousands) 2019 2018 Leasehold improvements $ 36,284 $ 37,307 Furniture, fixtures and equipment 11,447 11,985 Capitalized software 10,677 11,239 Construction in process 124 71 Total property and equipment 58,532 60,602 Less: accumulated depreciation (33,376 ) (28,994 ) Property and equipment, net $ 25,156 $ 31,608 |
Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash | The following table provides a reconciliation of cash, cash equivalents, and restricted cash reported within the consolidated balance sheets to the consolidated statement of cash flows. February 2, February 3, (in thousands) 2019 2018 Cash and cash equivalents $ 118 $ 5,372 Restricted cash 11 73 Total Cash, cash equivalents, and restricted cash $ 129 $ 5,445 |
ASU 2014-09 [Member] | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |
Summarize the Impacts of Adopting Topic 606 on Consolidated Balance Sheet | The following table summarizes the impacts of adopting Topic 606 on the Company’s consolidated balance sheet as of February 2, 2019. Impact of changes in accounting standard As Balances without (in thousands) reported Adjustments adoption of Topic 606 Assets Trade receivables, net 28,896 (1,524 ) 27,372 Prepaid expenses and other current assets 6,317 (1,410 ) 4,907 Liabilities Other accrued expenses 8,535 (2,934 ) 5,601 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Feb. 02, 2019 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Net Goodwill Balances | Net goodwill balances and changes therein by segment were as follows: (in thousands) Wholesale Direct-to-consumer Total Net Goodwill Balance as of January 28, 2017 $ 41,435 $ — $ 41,435 Balance as of February 3, 2018 41,435 — 41,435 Balance as of February 2, 2019 $ 41,435 $ — $ 41,435 |
Summary of Identifiable Intangible Assets | The following tables present a summary of identifiable intangible assets: (in thousands) Gross Amount Accumulated Amortization Accumulated Impairments Net Book Value Balance as of February 2, 2019 Amortizable intangible assets: Customer relationships $ 11,970 $ (6,569 ) $ — $ 5,401 Indefinite-lived intangible asset: Tradename 101,850 — (30,750 ) 71,100 Total intangible assets $ 113,820 $ (6,569 ) $ (30,750 ) $ 76,501 (in thousands) Gross Amount Accumulated Amortization Accumulated Impairments Net Book Value Balance as of February 3, 2018 Amortizable intangible assets: Customer relationships $ 11,970 $ (5,971 ) $ — $ 5,999 Indefinite-lived intangible asset: Tradename 101,850 — (30,750 ) 71,100 Total intangible assets $ 113,820 $ (5,971 ) $ (30,750 ) $ 77,099 |
Schedule of Expected Amortization Expense for Identifiable Intangible Assets | Amortization of identifiable intangible assets was $598, $599 and $598 for fiscal 2018, fiscal 2017 and fiscal 2016, respectively, which is included in Selling, general and administrative expenses on the Consolidated Statements of Operations. Amortization expense for each of the fiscal years 2019 to 2023 is expected to be as follows: Future (in thousands) Amortization 2019 $ 598 2020 598 2021 598 2022 598 2023 598 Total next 5 fiscal years $ 2,990 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Feb. 02, 2019 | |
Fair Value Disclosures [Abstract] | |
Summary of Non-Financial Assets Measured at Fair Value on Nonrecurring Basis | The following tables present the non-financial assets the Company measured at fair value on a non-recurring basis in fiscal 2018 and fiscal 2017, based on such fair value hierarchy: Net Carrying Value as of Fair Value Measured and Recorded at Reporting Date Using: Total Losses - Year Ended (in thousands) February 2, 2019 Level 1 Level 2 Level 3 February 2, 2019 Property and equipment $ 56 $ — $ — $ 56 $ 1,684 (1) Net Carrying Value as of Fair Value Measured and Recorded at Reporting Date Using: Total Losses - Year Ended (in thousands) February 3, 2018 Level 1 Level 2 Level 3 February 3, 2018 Property and equipment $ 493 $ — $ — $ 493 $ 5,111 (1) (1) |
Long-Term Debt and Financing _2
Long-Term Debt and Financing Arrangements (Tables) | 12 Months Ended |
Feb. 02, 2019 | |
Summary of Long-Term Debt | Long-term debt consisted of the following: February 2, February 3, (in thousands) 2019 2018 Term Loan Facilities $ 27,500 $ 33,000 Revolving Credit Facilities 19,016 16,900 Total debt principal 46,516 49,900 Less: current portion of long-term debt 2,750 8,000 Less: deferred financing costs 1,426 1,218 Total long-term debt $ 42,340 $ 40,682 |
2018 Term Loan Facility [Member] | |
Schedule of Maturities of Term Loan Facility | Scheduled maturities of the 2018 Term Loan Facility are as follows: 2018 Term Loan (in thousands) Maturities Fiscal 2019 $ 2,750 Fiscal 2020 2,750 Fiscal 2021 2,750 Fiscal 2022 2,750 Fiscal 2023 16,500 Total $ 27,500 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Feb. 02, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Future Minimum Lease Payments under Operating Leases | The future minimum lease payments under operating leases at February 2, 2019 were as follows: Minimum Lease (in thousands) Payments Fiscal 2019 $ 21,512 Fiscal 2020 19,997 Fiscal 2021 18,935 Fiscal 2022 17,056 Fiscal 2023 15,251 Thereafter 24,140 Total minimum lease payments $ 116,891 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Feb. 02, 2019 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity for Both Employees and Non-employees | A summary of stock option activity for both employees and non-employees for fiscal 2018 is as follows: Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in Outstanding at February 3, 2018 170,757 $ 42.23 8.1 $ 32 Granted — $ — Exercised — $ — Forfeited or expired 1 (170,553 ) $ 42.23 Outstanding at February 2, 2019 204 $ 31.71 6.7 $ — Vested and exercisable at February 2, 2019 154 $ 38.87 6.7 $ — 1 |
Schedule of Stock-Based Compensation Valuation Assumptions | Fiscal Year 2017 2016 Weighted-average expected volatility 42.6 % 46.0 % Expected term (in years) 4.2 years 4.5 years Risk-free interest rate 1.1 % 1.4 % Expected dividend yield —% —% |
Schedule of Restricted Stock Units Activity | A summary of restricted stock unit activity for fiscal 2018 is as follows: Restricted Stock Units Weighted Average Grant Date Fair Value Non-vested restricted stock units at February 3, 2018 13,236 $ 29.19 Granted 2 544,601 $ 8.97 Vested (5,112 ) $ 34.99 Forfeited (48,495 ) $ 9.49 Non-vested restricted stock units at February 2, 2019 504,230 $ 9.19 2 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Feb. 02, 2019 | |
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: Fiscal Year 2018 2017 2016 Weighted-average shares—basic 11,619,828 7,605,822 4,642,053 Effect of dilutive equity securities — 2,605 — Weighted-average shares—diluted 11,619,828 7,608,427 4,642,053 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Feb. 02, 2019 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | The provision for income taxes consisted of the following: Fiscal Year (in thousands) 2018 2017 2016 Current: Domestic: Federal $ — $ (295 ) $ — State 12 32 207 Foreign 69 70 75 Total current 81 (193 ) 282 Deferred: Domestic: Federal (27 ) (379 ) 83,323 State — — 10,121 Total deferred (27 ) (379 ) 93,444 Total provision for income taxes $ 54 $ (572 ) $ 93,726 |
Schedule of Reconciliation of Federal Statutory Income Tax Rate to Effective Tax Rate | A reconciliation of the federal statutory income tax rate to the effective tax rate is as follows: Fiscal Year 2018 2017 2016 Statutory federal rate 21.0 % 33.7 % 35.0 % State taxes, net of federal benefit (51.7 )% (4.3 )% 5.5 % Non-deductible Tax Receivable Agreement adjustment (1) —% (47.6 )% 0.4 % Valuation allowance (53.2 )% 19.0 % (176.8 )% Return to provision adjustment 95.5 % (0.9 )% (0.1 )% Impact of TCJA and other changes in tax law —% (0.5 )% —% Non-deductible Officers Compensation (9.4 )% —% —% Rate Differential on Foreign Income (2.8 )% 0.1 % —% Other (2.1 )% (0.5 )% —% Total (2.7 )% (1.0 )% (136.0 )% (1) Non-deductible Tax Receivable Agreement liability revaluation in fiscal 2017 due to TCJA and change in levels of projected pre-tax income. See “Tax Receivable Agreement” under Note 12 “Related Party Transactions” for additional information. |
Schedule of Deferred Income Tax Assets and Liabilities | Deferred income tax assets and liabilities consisted of the following: February 2, February 3, (in thousands) 2019 2018 Deferred tax assets: Depreciation and amortization $ 4,235 $ 13,317 Employee related costs 2,028 2,001 Allowance for asset valuations 806 2,441 Accrued expenses 422 225 Deferred rent 4,233 4,500 Net operating losses 81,292 71,122 Tax credits 295 498 Other 530 490 Total deferred tax assets 93,841 94,594 Less: valuation allowances (93,638 ) (92,590 ) Net deferred tax assets 203 2,004 Deferred tax liabilities: 0 Cancellation of debt income — (1,473 ) Other — (152 ) Total deferred tax liabilities — (1,625 ) Net deferred tax assets $ 203 $ 379 Included in: Prepaid expenses and other current assets $ — $ — Deferred income taxes 203 379 Net deferred tax assets $ 203 $ 379 |
Reconciliation of Beginning and Ending Amount of Gross Unrecognized Tax Benefits, Excluding Interest and Penalties | A reconciliation of the beginning and ending amount of gross unrecognized tax benefits, excluding interest and penalties, is as follows: Fiscal Year (in thousands) 2018 2017 2016 Beginning balance $ 2,349 $ 2,339 $ 2,127 Increases for tax positions in current year — 10 208 Increases for tax positions in prior years — — 4 Decreases for tax positions in prior years (45 ) — — Ending balance $ 2,304 $ 2,349 $ 2,339 |
Segment and Geographical Fina_2
Segment and Geographical Financial Information (Tables) | 12 Months Ended |
Feb. 02, 2019 | |
Segment Reporting [Abstract] | |
Summary of Reportable Segments Information | Summary information for the Company’s reportable segments is presented below. Fiscal Year (in thousands) 2018 2017 2016 Net Sales: Wholesale $ 159,635 $ 166,113 $ 170,053 Direct-to-consumer 119,316 106,469 98,146 Total net sales $ 278,951 $ 272,582 $ 268,199 Income (loss) before income taxes: Wholesale $ 48,078 $ 44,496 $ 47,098 Direct-to-consumer (1) 6,442 (97 ) 1,216 Subtotal 54,520 44,399 48,314 Unallocated corporate expenses (50,381 ) (62,716 ) (59,925 ) Impairment of goodwill and indefinite-lived intangible asset (2) - - (53,061 ) Interest expense, net (5,882 ) (5,540 ) (3,932 ) Other income (expense), net (3) (225 ) 81,882 (329 ) Total (loss) income before income taxes $ (1,968 ) $ 58,025 $ (68,933 ) Depreciation & Amortization: Wholesale $ 884 $ 1,742 $ 1,754 Direct-to-consumer $ 4,202 $ 4,928 4,611 Unallocated corporate $ 3,052 $ 3,428 2,319 Total depreciation & amortization $ 8,138 $ 10,098 $ 8,684 Capital Expenditures: Wholesale $ 194 $ 81 $ 650 Direct-to-consumer $ 2,785 1,662 9,559 Unallocated corporate $ 91 1,636 4,078 Total capital expenditures $ 3,070 $ 3,379 $ 14,287 (1) (2) (3) Assets for each of the Company’s reportable segments are presented below. February 2, February 3, (in thousands) 2019 2018 Total Assets: Wholesale $ 67,945 $ 58,733 Direct-to-consumer 40,502 40,751 Unallocated corporate 126,484 135,050 Total assets $ 234,931 $ 234,534 |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Additional Information (Detail) | Oct. 23, 2017$ / sharesshares | Jan. 28, 2017USD ($) | Feb. 02, 2019USD ($)Customer | Feb. 03, 2018USD ($)Customer | Jan. 28, 2017USD ($)Customer | Jan. 29, 2017USD ($) |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Reverse stock split ratio | 0.10 | |||||
Reverse stock split, description | Pursuant to the Reverse Stock Split, every 10 shares of the Company’s issued and outstanding common stock were automatically converted into one share of common stock. No fractional shares were issued if, as a result of the Reverse Stock Split, a stockholder would otherwise have been entitled to a fractional share. Instead, each stockholder was entitled to receive a cash payment based on a pre-split cash in lieu rate of $0.48, which was the average closing price per share on the New York Stock Exchange for the five consecutive trading days immediately preceding October 23, 2017. | |||||
Number of fractional shares | shares | 0 | |||||
Stock conversion cash in lieu of share, per share | $ / shares | $ 0.48 | |||||
Trading days used for calculating stock conversion cash in lieu of share per share | 5 days | |||||
Finished goods, net of reserves | $ 53,271,000 | $ 48,921,000 | ||||
Depreciation expense | 7,379,000 | 8,480,000 | $ 7,070,000 | |||
Impairment charges relating to long-lived assets | 1,684,000 | 5,111,000 | 2,082,000 | |||
Impairment of goodwill | $ 22,311,000 | 0 | 0 | |||
Goodwill | 41,435,000 | 41,435,000 | 41,435,000 | 41,435,000 | ||
Contract liability | 1,361,000 | 1,229,000 | ||||
Revenue recognized included in contract liability | 331,000 | |||||
Marketing and advertising expense | 10,628,000 | 8,939,000 | $ 8,156,000 | |||
Increase in accumulated deficit with respect to adoption of new guidance | $ 84,000 | |||||
New Accounting Pronouncement [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Increase in accumulated deficit with respect to adoption of new guidance | 84,000 | |||||
Increase to deferred tax assets related to net operating loss carryforwards for excess tax benefits related to share-based compensation | $ 2,350,000 | |||||
Advertising [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Deferred production expenses associated with company-directed advertising | 635,000 | 415,000 | ||||
Tradename [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Impairment of indefinite-lived intangible asset | $ 30,750,000 | 0 | $ 0 | |||
Measurement Input, Discount Rate [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Discount rate on assumptions | 16 | 15 | 16 | |||
Wholesale [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Impairment of goodwill | 0 | $ 0 | ||||
Percentage of fair value exceeded | 40.00% | 35.00% | 40.00% | |||
Goodwill | $ 41,435,000 | $ 41,435,000 | $ 41,435,000 | $ 41,435,000 | ||
Discounted Cash Flow Valuation Analysis Technique [Member] | Tradename [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Percentage of fair value below the carrying amount | 30.00% | 30.00% | ||||
Impairment of indefinite-lived intangible asset | $ 0 | |||||
Direct-to-Consumer [Member] | Income Approach Valuation Technique [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Weighting percentage fair value of reporting unit | 80.00% | |||||
Direct-to-Consumer [Member] | Income and Market Approach Valuation Technique [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Percentage of fair value below the carrying amount | 40.00% | 40.00% | ||||
Direct-to-Consumer [Member] | Market Approach Valuation Technique [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Weighting percentage fair value of reporting unit | 20.00% | |||||
Customer Relationships [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Estimated economic useful life of intangibles | 20 years | |||||
Maximum [Member] | Market Approach Valuation Technique [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Significant assumptions utilization percentage | 1.16% | 0.90% | ||||
Minimum [Member] | Market Approach Valuation Technique [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Significant assumptions utilization percentage | 1.10% | 0.50% | ||||
Furniture, Fixtures and Computer Equipment [Member] | Maximum [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Estimated useful lives of property and equipment | 7 years | |||||
Furniture, Fixtures and Computer Equipment [Member] | Minimum [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Estimated useful lives of property and equipment | 3 years | |||||
Capitalized Software [Member] | Maximum [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Estimated economic useful life of capitalized software | 7 years | |||||
Capitalized Software [Member] | Minimum [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Estimated economic useful life of capitalized software | 3 years | |||||
Customer Concentration Risk [Member] | Sales [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Number of wholesale partners each accounted for more than ten percent of net sales | Customer | 2 | 1 | 3 | |||
Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Number of wholesale partners each accounted for more than ten percent of accounts receivable | Customer | 3 | 3 | ||||
Wholesale Partner One [Member] | Customer Concentration Risk [Member] | Sales [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Percentage accounted from major customers | 33.70% | 21.90% | 19.60% | |||
Wholesale Partner Two [Member] | Customer Concentration Risk [Member] | Sales [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Percentage accounted from major customers | 14.40% | |||||
Wholesale Partner Three [Member] | Customer Concentration Risk [Member] | Sales [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Percentage accounted from major customers | 10.80% | |||||
Wholesale Partners [Member] | Customer Concentration Risk [Member] | Accounts Receivable [Member] | ||||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | ||||||
Percentage accounted from major customers | 67.00% | 49.40% |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Feb. 02, 2019 | Feb. 03, 2018 |
Property And Equipment [Line Items] | ||
Total property and equipment | $ 58,532 | $ 60,602 |
Less: accumulated depreciation | (33,376) | (28,994) |
Property and equipment, net | 25,156 | 31,608 |
Leasehold Improvements [Member] | ||
Property And Equipment [Line Items] | ||
Total property and equipment | 36,284 | 37,307 |
Furniture, Fixtures and Equipment [Member] | ||
Property And Equipment [Line Items] | ||
Total property and equipment | 11,447 | 11,985 |
Capitalized Software [Member] | ||
Property And Equipment [Line Items] | ||
Total property and equipment | 10,677 | 11,239 |
Construction in Process [Member] | ||
Property And Equipment [Line Items] | ||
Total property and equipment | $ 124 | $ 71 |
Description of Business and S_6
Description of Business and Summary of Significant Accounting Policies - Summarize the Impacts of Adopting Topic 606 on Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands | Feb. 02, 2019 | Feb. 03, 2018 |
Assets | ||
Trade receivables, net | $ 28,896 | $ 20,760 |
Prepaid expenses and other current assets | 6,317 | 6,521 |
Liabilities | ||
Other accrued expenses | 8,535 | $ 7,906 |
ASU 2014-09 [Member] | Adjustments [Member] | ||
Assets | ||
Trade receivables, net | (1,524) | |
Prepaid expenses and other current assets | (1,410) | |
Liabilities | ||
Other accrued expenses | (2,934) | |
ASU 2014-09 [Member] | Balances Without Adoption of Topic 606 [Member] | ||
Assets | ||
Trade receivables, net | 27,372 | |
Prepaid expenses and other current assets | 4,907 | |
Liabilities | ||
Other accrued expenses | $ 5,601 |
Description of Business and S_7
Description of Business and Summary of Significant Accounting Policies - Schedule of Reconciliation of Cash, Cash Equivalents, and Restricted Cash (Detail) - USD ($) $ in Thousands | Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | Jan. 30, 2016 |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | ||||
Cash and cash equivalents | $ 118 | $ 5,372 | ||
Restricted cash | 11 | 73 | ||
Total Cash, cash equivalents, and restricted cash | $ 129 | $ 5,445 | $ 21,036 | $ 6,342 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Goodwill Balances (Detail) - USD ($) $ in Thousands | Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 |
Goodwill [Line Items] | |||
Total Net Goodwill | $ 41,435 | $ 41,435 | $ 41,435 |
Wholesale [Member] | |||
Goodwill [Line Items] | |||
Total Net Goodwill | $ 41,435 | $ 41,435 | $ 41,435 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jan. 28, 2017 | Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Identifiable Intangible Assets [Line Items] | ||||
Accumulated impairments goodwill | $ 69,253,000 | $ 69,253,000 | $ 69,253,000 | $ 69,253,000 |
Impairment of goodwill | 22,311,000 | 0 | 0 | |
Amortization of identifiable intangible assets | 598,000 | 599,000 | $ 598,000 | |
Tradename [Member] | ||||
Identifiable Intangible Assets [Line Items] | ||||
Impairment of indefinite-lived intangible asset | $ 30,750,000 | $ 0 | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Summary of Identifiable Intangible Assets (Detail) - USD ($) $ in Thousands | Feb. 02, 2019 | Feb. 03, 2018 |
Identifiable Intangible Assets [Line Items] | ||
Gross Amount | $ 113,820 | $ 113,820 |
Accumulated Amortization | (6,569) | (5,971) |
Total Intangible assets, Accumulated impairments | (30,750) | (30,750) |
Net Book Value | 76,501 | 77,099 |
Tradename [Member] | ||
Identifiable Intangible Assets [Line Items] | ||
Gross Amount | 101,850 | 101,850 |
Total Intangible assets, Accumulated impairments | (30,750) | (30,750) |
Net Book Value | 71,100 | 71,100 |
Customer Relationships [Member] | ||
Identifiable Intangible Assets [Line Items] | ||
Gross Amount | 11,970 | 11,970 |
Accumulated Amortization | (6,569) | (5,971) |
Net Book Value | $ 5,401 | $ 5,999 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Expected Amortization Expense for Identifiable Intangible Assets (Detail) $ in Thousands | Feb. 02, 2019USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2019 | $ 598 |
2020 | 598 |
2021 | 598 |
2022 | 598 |
2023 | 598 |
Total next 5 fiscal years | $ 2,990 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Feb. 02, 2019 | Feb. 03, 2018 |
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 | 46,516,000 | $ 49,900,000 |
2018 Term Loan Facility [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Total long-term debt principal | 27,500,000 | |
2018 Term Loan Facility [Member] | Level 3 [Member] | ||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||
Fair value of term loan facility | $ 27,000,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Non-Financial Assets Measured at Fair Value on Nonrecurring Basis (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Property and equipment | $ 25,156 | $ 31,608 | |
Property and equipment, Total Losses | 1,684 | 5,111 | $ 2,082 |
Level 3 [Member] | Fair Value Measurements Nonrecurring [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Property and equipment, Fair Value | 56 | 493 | |
Net Carrying Value [Member] | |||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | |||
Property and equipment | $ 56 | $ 493 |
Long-Term Debt and Financing _3
Long-Term Debt and Financing Arrangements - Summary of Long-Term Debt (Detail) - USD ($) $ in Thousands | Feb. 02, 2019 | Feb. 03, 2018 |
Schedule of Capitalization, Long-term Debt [Line Items] | ||
Total debt principal | $ 46,516 | $ 49,900 |
Less: current portion of long-term debt | 2,750 | 8,000 |
Less: deferred financing costs | 1,426 | 1,218 |
Total long-term debt | 42,340 | 40,682 |
Term Loan Facilities [Member] | ||
Schedule of Capitalization, Long-term Debt [Line Items] | ||
Total debt principal | 27,500 | 33,000 |
Revolving Credit Facilities [Member] | ||
Schedule of Capitalization, Long-term Debt [Line Items] | ||
Total debt principal | $ 19,016 | $ 16,900 |
Long-Term Debt and Financing _4
Long-Term Debt and Financing Arrangements - Additional Information (Detail) $ in Thousands | Aug. 21, 2018USD ($) | Nov. 27, 2013USD ($) | May 02, 2020 | Feb. 01, 2020 | Nov. 02, 2019 | Aug. 03, 2019 | May 04, 2019 | Feb. 02, 2019USD ($) | Nov. 03, 2018 | Feb. 03, 2018USD ($) |
Debt Instrument [Line Items] | ||||||||||
Total long-term debt principal | $ 46,516 | $ 49,900 | ||||||||
2018 Term Loan Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total long-term debt principal | $ 27,500 | |||||||||
Consolidated Fixed Charge Coverage Ratio | 1 | 1 | ||||||||
2018 Term Loan Facility [Member] | Excess Availability Greater than 25.0% [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of Excess Availability greater than loan | 25.00% | |||||||||
Pro Forma Excess Availability | $ 12,500 | |||||||||
2018 Term Loan Facility [Member] | Scenario Forecast [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Consolidated Fixed Charge Coverage Ratio | 1.75 | 1.50 | 1.50 | 1.35 | 1.20 | |||||
2018 Term Loan Facility [Member] | Pro Forma [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of Excess Availability greater than loan | 20.00% | |||||||||
Pro Forma Excess Availability | $ 10,000 | |||||||||
2018 Term Loan Facility [Member] | Minimum [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Consolidated Fixed Charge Coverage Ratio | 0.85 | |||||||||
2013 Term Loan Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total long-term debt principal | $ 175,000 | |||||||||
Debt instrument, maturity date | Nov. 27, 2019 | |||||||||
Repayment of outstanding debt | 29,146 | |||||||||
Vince, LLC [Member] | 2018 Term Loan Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Total long-term debt principal | $ 27,500 | |||||||||
Original aggregate principal amount of term loan amortization percentage | 2.50% | |||||||||
Debt instrument, maturity date | Aug. 21, 2023 | |||||||||
Percentage of excess cash flow | 50.00% | |||||||||
Vince, LLC [Member] | 2018 Term Loan Facility [Member] | Interest Rate on Overdue Principal Amount [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Variable rate percentage | 2.00% | |||||||||
Vince, LLC [Member] | 2018 Term Loan Facility [Member] | Minimum [Member] | LIBOR [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, accrued interest rate, percentage | 0.00% | |||||||||
Vince, LLC [Member] | 2018 Revolving Credit Facility [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, maturity date | Aug. 21, 2023 | |||||||||
Consolidated Fixed Charge Coverage Ratio | 1 | |||||||||
Vince, LLC [Member] | 2018 Revolving Credit Facility [Member] | Excess Availability Greater than 25.0% [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of Excess Availability greater than loan | 25.00% | |||||||||
Pro Forma Excess Availability | $ 12,500 | |||||||||
Vince, LLC [Member] | 2018 Revolving Credit Facility [Member] | Pro Forma [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Percentage of Excess Availability greater than loan | 20.00% | |||||||||
Pro Forma Excess Availability | $ 10,000 | |||||||||
Vince, LLC [Member] | 2018 Revolving Credit Facility [Member] | LIBOR [Member] | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Variable rate percentage | 1.00% |
Long-Term Debt and Financing _5
Long-Term Debt and Financing Arrangements - Schedule of Maturities of Trem Loan Facility (Detail) - USD ($) $ in Thousands | Feb. 02, 2019 | Feb. 03, 2018 |
Debt Instrument [Line Items] | ||
Total | $ 46,516 | $ 49,900 |
2018 Term Loan Facility [Member] | ||
Debt Instrument [Line Items] | ||
Fiscal 2019 | 2,750 | |
Fiscal 2020 | 2,750 | |
Fiscal 2021 | 2,750 | |
Fiscal 2022 | 2,750 | |
Fiscal 2023 | 16,500 | |
Total | $ 27,500 |
Long-Term Debt and Financing _6
Long-Term Debt and Financing Arrangements - Additional Information 1 (Detail) - USD ($) | Aug. 21, 2018 | Apr. 22, 2016 | Jun. 03, 2015 | Nov. 27, 2013 | Feb. 02, 2019 | Feb. 03, 2018 |
Line Of Credit Facility [Line Items] | ||||||
Total long-term debt principal | $ 46,516,000 | $ 49,900,000 | ||||
Loan cap on revolving credit facility | $ 70,000,000 | |||||
Senior Secured Revolving Credit Facility Due November 27, 2018 [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | $ 50,000,000 | |||||
Revolving credit facility maturity date | Nov. 27, 2018 | |||||
Senior Secured Revolving Credit Facility Due June 3, 2020 [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | $ 80,000,000 | |||||
Revolving credit facility maturity date | Jun. 3, 2020 | |||||
2018 Revolving Credit Facility [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Available borrowings | 36,850,000 | |||||
Amount outstanding under the credit facility | 19,016,000 | |||||
Letters of credit amount outstanding | $ 6,013,000 | |||||
Weighted average interest rate for borrowings outstanding | 4.40% | |||||
2013 Revolving Credit Facility [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Repayment of outstanding indebtedness | $ 40,689,000 | $ 20,000,000 | ||||
Vince, LLC [Member] | 2018 Revolving Credit Facility [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Maximum borrowing capacity | 80,000,000 | |||||
Borrowings incurred | 39,555,000 | |||||
Available borrowings | $ 66,271,000 | |||||
Line of credit facility percentage increase in interest rate in case of default | 2.00% | |||||
Percentage of loan less than excess availability | 10.00% | |||||
Consolidated Fixed Charge Coverage Ratio | 1 | |||||
Revolving credit facility maturity date | Aug. 21, 2023 | |||||
Vince, LLC [Member] | 2018 Revolving Credit Facility [Member] | Excess Availability Greater than 25.0% [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Percentage of Excess Availability greater than loan | 25.00% | |||||
Pro Forma Excess Availability | $ 12,500,000 | |||||
Vince, LLC [Member] | 2018 Revolving Credit Facility [Member] | Pro Forma [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Percentage of Excess Availability greater than loan | 20.00% | |||||
Pro Forma Excess Availability | $ 10,000,000 | |||||
Vince, LLC [Member] | 2018 Revolving Credit Facility [Member] | Federal Funds Rate [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Variable rate percentage | 0.50% | |||||
Vince, LLC [Member] | 2018 Revolving Credit Facility [Member] | LIBOR [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Variable rate percentage | 1.00% | |||||
Vince, LLC [Member] | 2018 Revolving Credit Facility [Member] | Citizens [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Total long-term debt principal | $ 80,000,000 | |||||
Vince, LLC [Member] | 2018 Revolving Credit Facility [Member] | Maximum [Member] | ||||||
Line Of Credit Facility [Line Items] | ||||||
Letters of credit sublimit amount | 25,000,000 | |||||
Increase in aggregate commitments amount | $ 20,000,000 |
Long-Term Debt and Financing _7
Long-Term Debt and Financing Arrangements - Additional Information 2 (Detail) - USD ($) | Sep. 08, 2017 | Jun. 22, 2017 |
2017 Rights Offering and 2017 Investment Agreement [Member] | ||
Line Of Credit Facility [Line Items] | ||
Gross proceeds from issuance of common stock | $ 30,000,000 | |
Bank Of Montreal Facility [Member] | ||
Line Of Credit Facility [Line Items] | ||
Credit facility current borrowing amount | $ 5,000,000 | |
Maximum borrowing capacity | $ 10,000,000 | |
Revolving Credit Facility [Member] | ||
Line Of Credit Facility [Line Items] | ||
Repayment of outstanding indebtedness | $ 15,000,000 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Loss Contingencies [Line Items] | |||
Rent expense under operating leases | $ 23,312 | $ 22,575 | $ 23,545 |
Other contractual cash obligations | $ 31,475 | ||
Maximum [Member] | |||
Loss Contingencies [Line Items] | |||
Remaining term under operating leases, excluding renewals | 10 years |
Commitments and Contingencies_2
Commitments and Contingencies - Future Minimum Lease Payments under Operating Leases (Detail) $ in Thousands | Feb. 02, 2019USD ($) |
Commitments And Contingencies Disclosure [Abstract] | |
Fiscal 2019 | $ 21,512 |
Fiscal 2020 | 19,997 |
Fiscal 2021 | 18,935 |
Fiscal 2022 | 17,056 |
Fiscal 2023 | 15,251 |
Thereafter | 24,140 |
Total minimum lease payments | $ 116,891 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) | Apr. 26, 2018 | May 31, 2018 | Feb. 03, 2019 | Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | Jan. 29, 2017 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options, expected to vest | 50 | ||||||
Increase in accumulated deficit with respect to adoption of new guidance | $ 84,000 | ||||||
Total intrinsic value of options exercised | $ 0 | $ 640,000 | $ 316,000 | ||||
Stock options granted | 0 | ||||||
Weighted average grant date fair value | $ 3.57 | $ 12.21 | |||||
Share-based compensation expense | $ 1,335,000 | $ 1,138,000 | $ 1,344,000 | ||||
Share-based compensation expense, related tax benefit | $ 0 | 0 | $ 0 | ||||
Restricted Stock Units (RSUs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options granted | 544,601 | ||||||
Weighted average grant date fair value | $ 8.97 | $ 57.98 | |||||
Total fair value of restricted stock units vested | $ 179,000 | $ 277,000 | $ 191,000 | ||||
Unrecognized compensation costs | $ 4,269,000 | ||||||
Unrecognized compensation costs, weighted average period for recognition | 1 year 9 months 18 days | ||||||
Vince 2013 Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares forfeited | 149,819 | ||||||
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 | ||||||
Additional shares of common stock available for issuance | 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 | ||||||
Vince 2013 Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares forfeited | 149,819 | ||||||
Exchange ratio of stock option description | 1-to-1.7857 | ||||||
Exchange ratio of stock option | 178.57% | ||||||
Tender offer expiration date | May 24, 2018 | ||||||
Tender offer expiration date description | This tender offer expired on 11:59 p.m. Eastern Time on May 24, 2018 (the “Offer Expiration Date”). | ||||||
Stock options granted | 267,538 | 267,538 | |||||
Weighted average grant date fair value | $ 9.15 | ||||||
Vince 2013 Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | Tranche One [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage of options granted | 10.00% | ||||||
Vesting date of options granted | Apr. 19, 2019 | ||||||
Vince 2013 Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | Tranche Two [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage of options granted | 20.00% | ||||||
Vesting date of options granted | Apr. 17, 2020 | ||||||
Vince 2013 Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | Tranche Three [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage of options granted | 25.00% | ||||||
Vesting date of options granted | Apr. 16, 2021 | ||||||
Vince 2013 Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | Tranche Four [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting percentage of options granted | 45.00% | ||||||
Vesting date of options granted | Apr. 15, 2022 | ||||||
Employee Stock Purchase Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Employees contribution, maximum percentage of base compensation | 10.00% | ||||||
Maximum contribution per employee | $ 10,000 | ||||||
Percentage of fair market value as purchase price of stock | 90.00% | ||||||
Shares of common stock issued | 1,654 | 4,244 | |||||
Shares available for future issuance | 93,325 | ||||||
Maximum [Member] | Vince 2013 Incentive Plan [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of shares authorized | 1,000,000 | ||||||
Number of shares available for future grants | 485,282 | ||||||
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 | ||||||
Executive Officers [Member] | Vince 2013 Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Vesting period | 2 years | ||||||
Vesting percentage of options granted | 100.00% | ||||||
Non-employees [Member] | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Allocated share-based compensation expense (income) | $ 348,000 |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Option Activity for Both Employees and Non-employees (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Feb. 02, 2019 | Feb. 03, 2018 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Stock Options, Outstanding at beginning of period | 170,757 | |
Stock Options, Granted | 0 | |
Stock Options, Forfeited or expired | (170,553) | |
Stock Options, Outstanding at end of period | 204 | 170,757 |
Stock Options, Vested and exercisable at February 2, 2019 | 154 | |
Weighted Average Exercise Price, Outstanding at beginning of period | $ 42.23 | |
Weighted Average Exercise Price, Forfeited or expired | 42.23 | |
Weighted Average Exercise Price, Outstanding at end of period | 31.71 | $ 42.23 |
Weighted Average Exercise Price, Vested and exercisable at February 2, 2019 | $ 38.87 | |
Weighted Average Remaining Contractual Term (years), Outstanding | 6 years 8 months 12 days | 8 years 1 month 6 days |
Weighted Average Remaining Contractual Term (years), Vested and exercisable at February 2, 2019 | 6 years 8 months 12 days | |
Aggregate Intrinsic Value, Outstanding | $ 32 |
Share-Based Compensation - Su_2
Share-Based Compensation - Summary of Stock Option Activity for Both Employees and Non-employees (Parenthetical) (Detail) | 12 Months Ended |
Feb. 03, 2019shares | |
Vince 2013 Incentive Plan [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock Options, Forfeited or expired | 149,819 |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Stock-Based Compensation Valuation Assumptions (Detail) | 12 Months Ended | |
Feb. 03, 2018 | Jan. 28, 2017 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Weighted-average expected volatility | 42.60% | 46.00% |
Expected term (in years) | 4 years 2 months 12 days | 4 years 6 months |
Risk-free interest rate | 1.10% | 1.40% |
Share-Based Compensation - Sc_2
Share-Based Compensation - Schedule of Restricted Stock Units Activity (Detail) - Restricted Stock Units (RSUs) [Member] - $ / shares | 12 Months Ended | |
Feb. 02, 2019 | Jan. 28, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted Stock Units, Nonvested restricted stock units at February 3, 2018 | 13,236 | |
Restricted Stock Units, Granted | 544,601 | |
Restricted Stock Units, Vested | (5,112) | |
Restricted Stock Units, Forfeited | (48,495) | |
Restricted Stock Units, Nonvested restricted stock units at February 2, 2019 | 504,230 | |
Weighted Average Grant Date Fair Value, Nonvested restricted stock units at February 3, 2018 | $ 29.19 | |
Weighted Average Grant Date Fair Value, Granted | 8.97 | $ 57.98 |
Weighted Average Grant Date Fair Value, Vested | 34.99 | |
Weighted Average Grant Date Fair Value, Forfeited | 9.49 | |
Weighted Average Grant Date Fair Value, Nonvested restricted stock units at February 2, 2019 | $ 9.19 |
Share-Based Compensation - Sc_3
Share-Based Compensation - Schedule of Restricted Stock Units Activity (Parenthetical) (Detail) - Restricted Stock Units (RSUs) [Member] - shares | Apr. 26, 2018 | Feb. 02, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted Stock Units, Granted | 544,601 | |
Vince 2013 Incentive Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted Stock Units, Granted | 267,538 | 267,538 |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (Detail) - USD ($) $ in Thousands | May 01, 2015 | Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 |
Defined Contribution Plan Disclosure [Line Items] | ||||
Employee annual contribution percentage, minimum | 1.00% | |||
Employee annual contribution percentage, maximum | 100.00% | |||
Matching contribution percentage by employer | 50.00% | |||
Defined contribution plans annual expense incurred | $ 460 | $ 544 | $ 405 | |
Maximum [Member] | ||||
Defined Contribution Plan Disclosure [Line Items] | ||||
Percentage of maximum eligible compensation for matching employer contribution | 3.00% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) | Oct. 23, 2017$ / sharesshares | Sep. 08, 2017shares | Apr. 22, 2016shares | Feb. 02, 2019$ / sharesshares | Feb. 03, 2018$ / sharesshares | Oct. 22, 2017shares | Sep. 06, 2017shares | Sep. 05, 2017shares |
Schedule Of Shareholders Equity [Line Items] | ||||||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 250,000,000 | 250,000,000 | 100,000,000 | ||
Common stock price per share | $ / shares | $ 0.01 | $ 0.01 | ||||||
Common stock, shares issued | 11,622,994 | 11,616,500 | ||||||
Common stock, shares outstanding | 11,622,994 | 11,616,500 | ||||||
Reverse stock split ratio | 0.10 | |||||||
Reverse stock split, description | Pursuant to the Reverse Stock Split, every 10 shares of the Company’s issued and outstanding common stock were automatically converted into one share of common stock. No fractional shares were issued if, as a result of the Reverse Stock Split, a stockholder would otherwise have been entitled to a fractional share. Instead, each stockholder was entitled to receive a cash payment based on a pre-split cash in lieu rate of $0.48, which was the average closing price per share on the New York Stock Exchange for the five consecutive trading days immediately preceding October 23, 2017. | |||||||
Number of fractional shares | 0 | |||||||
Stock conversion cash in lieu of share, per share | $ / shares | $ 0.48 | |||||||
Trading days used for calculating stock conversion cash in lieu of share per share | 5 days | |||||||
2017 Rights Offering and 2017 Investment Agreement [Member] | Prior to Reverse Stock Split [Member] | ||||||||
Schedule Of Shareholders Equity [Line Items] | ||||||||
Common stock, shares issued | 6,666,666 | |||||||
2016 Rights Offering and 2016 Investment Agreement [Member] | ||||||||
Schedule Of Shareholders Equity [Line Items] | ||||||||
Common stock, shares issued | 1,181,818 |
Earnings Per Share - Schedule o
Earnings Per Share - Schedule of Reconciliation of Weighted Average Basic Shares to Weighted Average Diluted Shares Outstanding (Detail) - shares | 12 Months Ended | ||
Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Earnings Per Share [Abstract] | |||
Weighted-average shares—basic | 11,619,828 | 7,605,822 | 4,642,053 |
Effect of dilutive equity securities | 2,605 | ||
Weighted-average shares—diluted | 11,619,828 | 7,608,427 | 4,642,053 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - shares | 12 Months Ended | ||
Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Earnings Per Share [Abstract] | |||
Number of weighted average of anti-dilutive securities | 115,280 | 190,363 | 171,913 |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Current: | |||
Federal | $ (295) | ||
State | $ 12 | 32 | $ 207 |
Foreign | 69 | 70 | 75 |
Total current | 81 | (193) | 282 |
Deferred: | |||
Federal | (27) | (379) | 83,323 |
State | 10,121 | ||
Total deferred | (27) | (379) | 93,444 |
Total provision for income taxes | $ 54 | $ (572) | $ 93,726 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Federal Statutory Income Tax Rate to Effective Tax Rate (Detail) | 12 Months Ended | ||
Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Income Tax Disclosure [Abstract] | |||
Statutory federal rate | 21.00% | 33.70% | 35.00% |
State taxes, net of federal benefit | (51.70%) | (4.30%) | 5.50% |
Nondeductible Tax Receivable Agreement adjustment | (47.60%) | 0.40% | |
Valuation allowance | (53.20%) | 19.00% | (176.80%) |
Return to provision adjustment | 95.50% | (0.90%) | (0.10%) |
Impact of TCJA and other changes in tax law | (0.50%) | ||
Non-deductible Officers Compensation | (9.40%) | ||
Rate Differential on Foreign Income | (2.80%) | 0.10% | |
Other | (2.10%) | (0.50%) | |
Total | (2.70%) | (1.00%) | (136.00%) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Feb. 02, 2019 | Feb. 03, 2018 |
Deferred tax assets: | ||
Depreciation and amortization | $ 4,235 | $ 13,317 |
Employee related costs | 2,028 | 2,001 |
Allowance for asset valuations | 806 | 2,441 |
Accrued expenses | 422 | 225 |
Deferred rent | 4,233 | 4,500 |
Net operating losses | 81,292 | 71,122 |
Tax credits | 295 | 498 |
Other | 530 | 490 |
Total deferred tax assets | 93,841 | 94,594 |
Less: valuation allowances | (93,638) | (92,590) |
Net deferred tax assets | 203 | 2,004 |
Deferred tax liabilities: | ||
Cancellation of debt income | (1,473) | |
Other | (152) | |
Total deferred tax liabilities | (1,625) | |
Net deferred tax assets | 203 | 379 |
Deferred income taxes | 203 | 379 |
Net deferred tax assets | $ 203 | $ 379 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Income Tax Contingency [Line Items] | |||
Net operating loss, Federal tax effected amount | $ 63,086,000 | ||
Deferred tax asset related to net operating loss carryforwards for state and local jurisdictions | 20,509,000 | ||
Deferred tax assets related to net operating loss carryforwards | 81,292,000 | $ 71,122,000 | |
Valuation Allowance | 93,638,000 | 92,590,000 | |
Increase (decrease) in deferred tax assets valuation allowance | 1,048,000 | ||
Unrecognized tax benefits that would impact effective tax rate if recognized | 0 | 0 | |
Reduction in unrecognized tax position | 45,000 | 0 | $ 0 |
Unrecognized tax benefits, period decrease | 2,304,000 | ||
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | 0 | |
Unrecognized tax benefits, interest and penalty provisions (benefit) | 0 | $ 0 | $ 0 |
Federal [Member] | |||
Income Tax Contingency [Line Items] | |||
Net operating loss | 300,410,000 | ||
Net operating loss, Federal tax effected amount | $ 61,341,000 | ||
Federal [Member] | Minimum [Member] | |||
Income Tax Contingency [Line Items] | |||
Net operating losses carryforward expiration year end | 2031 | ||
Federal [Member] | Maximum [Member] | |||
Income Tax Contingency [Line Items] | |||
Net operating losses carryforward expiration year end | 2018 | ||
State and Local [Member] | |||
Income Tax Contingency [Line Items] | |||
Net operating loss | $ 315,632,000 | ||
Deferred tax asset related to net operating loss carryforwards for state and local jurisdictions | $ 19,951,000 | ||
State and Local [Member] | Minimum [Member] | |||
Income Tax Contingency [Line Items] | |||
Net operating losses carryforward expiration year end | 2023 | ||
State and Local [Member] | Maximum [Member] | |||
Income Tax Contingency [Line Items] | |||
Net operating losses carryforward expiration year end | 2039 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Beginning and Ending Amount of Gross Unrecognized Tax Benefits, Excluding Interest and Penalties (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Income Tax Disclosure [Abstract] | |||
Beginning balance | $ 2,349 | $ 2,339 | $ 2,127 |
Increases for tax positions in current year | 0 | 10 | 208 |
Increases for tax positions in prior years | 0 | 0 | 4 |
Decreases for tax positions in prior years | (45) | 0 | 0 |
Ending balance | $ 2,304 | $ 2,349 | $ 2,339 |
Segment and Geographical Fina_3
Segment and Geographical Financial Information - Additional Information (Detail) | 12 Months Ended |
Feb. 02, 2019Segments | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment and Geographical Fina_4
Segment and Geographical Financial Information - Summary of Reportable Segments Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Segment Reporting Information [Line Items] | |||
Net sales | $ 278,951 | $ 272,582 | $ 268,199 |
Income (loss) before income taxes | (1,968) | 58,025 | (68,933) |
Impairment of goodwill and indefinite-lived intangible asset | (53,061) | ||
Interest expense, net | (5,882) | (5,540) | (3,932) |
Other income (expense), net | (225) | 81,882 | (329) |
Total depreciation & amortization | 8,138 | 10,098 | 8,684 |
Capital Expenditures | 3,070 | 3,379 | 14,287 |
Operating Segments [Member] | |||
Segment Reporting Information [Line Items] | |||
Income (loss) before income taxes | 54,520 | 44,399 | 48,314 |
Operating Segments [Member] | Wholesale [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 159,635 | 166,113 | 170,053 |
Income (loss) before income taxes | 48,078 | 44,496 | 47,098 |
Total depreciation & amortization | 884 | 1,742 | 1,754 |
Capital Expenditures | 194 | 81 | 650 |
Operating Segments [Member] | Direct-to-Consumer [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 119,316 | 106,469 | 98,146 |
Income (loss) before income taxes | 6,442 | (97) | 1,216 |
Total depreciation & amortization | 4,202 | 4,928 | 4,611 |
Capital Expenditures | 2,785 | 1,662 | 9,559 |
Unallocated Corporate Expenses [Member] | |||
Segment Reporting Information [Line Items] | |||
Income (loss) before income taxes | (50,381) | (62,716) | (59,925) |
Total depreciation & amortization | 3,052 | 3,428 | 2,319 |
Capital Expenditures | $ 91 | $ 1,636 | $ 4,078 |
Segment and Geographical Fina_5
Segment and Geographical Financial Information - Summary of Reportable Segments Information (Parenthetical) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Segment Reporting [Abstract] | |||
Impairment of property and equipment | $ 1,684 | $ 5,111 | $ 2,082 |
Impairment of goodwill and indefinite-lived intangible asset | $ 53,061 | ||
Pre-tax benefit from re-measurement of liability | $ 82,002 |
Segment and Geographical Fina_6
Segment and Geographical Financial Information - Summary of Assets by Reportable Segments (Detail) - USD ($) $ in Thousands | Feb. 02, 2019 | Feb. 03, 2018 |
Segment Reporting Information [Line Items] | ||
Assets | $ 234,931 | $ 234,534 |
Operating Segments [Member] | Wholesale [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 67,945 | 58,733 |
Operating Segments [Member] | Direct-to-Consumer [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | 40,502 | 40,751 |
Unallocated Corporate [Member] | ||
Segment Reporting Information [Line Items] | ||
Assets | $ 126,484 | $ 135,050 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | Aug. 21, 2018USD ($) | May 30, 2018 | Sep. 08, 2017USD ($)shares | Aug. 15, 2017USD ($)$ / sharesshares | Apr. 22, 2016USD ($)shares | Mar. 29, 2016RightOffering$ / sharesshares | Nov. 27, 2013USD ($) | May 05, 2018USD ($) | Jan. 28, 2017USD ($) | Feb. 02, 2019USD ($) | Feb. 03, 2018USD ($)shares | Jan. 28, 2017USD ($)shares | Feb. 02, 2019USD ($)Order | Aug. 10, 2017USD ($)$ / shares | Jun. 22, 2017USD ($) | Mar. 15, 2016$ / shares |
Related Party Transaction [Line Items] | ||||||||||||||||
Payment under Tax Receivable Agreements | $ 351,000 | $ 29,700,000 | ||||||||||||||
Statutory federal rate | 21.00% | 33.70% | 35.00% | |||||||||||||
Other accrued expenses | $ 8,535,000 | $ 7,906,000 | $ 8,535,000 | |||||||||||||
Percentage of number of shares pursuant to over subscription | 20.00% | |||||||||||||||
Fractional shares of common stock issued in rights offering | shares | 0 | |||||||||||||||
Offering period expiration date | Apr. 14, 2016 | |||||||||||||||
Gross proceeds from issuance of stock | $ 65,000,000 | |||||||||||||||
Payments for term loan facility | $ 33,000,000 | 12,000,000 | ||||||||||||||
Subscription of non-transferrable right per share | RightOffering | 1 | |||||||||||||||
Equity impact of the value of shares issued | $ 28,973,000 | $ 64,110,000 | ||||||||||||||
Bank Of Montreal Facility [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Credit facility current borrowing amount | $ 5,000,000 | |||||||||||||||
Maximum borrowing capacity | $ 10,000,000 | |||||||||||||||
Common Stock [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Common stock, shares issued | shares | 6,666,666 | 1,181,818 | ||||||||||||||
Equity impact of the value of shares issued | $ 67,000 | $ 12,000 | ||||||||||||||
Additional Paid-In Capital [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Equity impact of the value of shares issued | $ 28,906,000 | 64,098,000 | ||||||||||||||
Prior to Reverse Stock Split [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Subscription price | $ / shares | $ 5.50 | |||||||||||||||
Prior to Reverse Stock Split [Member] | Common Stock [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Equity impact of the value of shares issued | 118,000 | |||||||||||||||
Prior to Reverse Stock Split [Member] | Additional Paid-In Capital [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Equity impact of the value of shares issued | 63,992,000 | |||||||||||||||
2013 Term Loan Facility [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Payments for term loan facility | $ 9,000,000 | |||||||||||||||
Revolving Credit Facility [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Repayment of outstanding indebtedness | 15,000,000 | |||||||||||||||
2013 Revolving Credit Facility [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Repayment of outstanding indebtedness | $ 40,689,000 | 20,000,000 | ||||||||||||||
2017 Rights Offering [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Subscription price | $ / shares | $ 0.45 | |||||||||||||||
Non-transferrable number of shares purchase rights for each share owned | shares | 1.3475 | |||||||||||||||
Percentage of number of shares pursuant to over subscription | 9.99% | |||||||||||||||
Fractional shares of common stock issued in rights offering | shares | 0 | |||||||||||||||
Offering period expiration date | Aug. 30, 2017 | |||||||||||||||
Gross proceeds from issuance of stock | 21,976,000 | |||||||||||||||
2017 Rights Offering and 2017 Investment Agreement [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Gross proceeds from issuance of common stock | $ 30,000,000 | |||||||||||||||
2017 Rights Offering and 2017 Investment Agreement [Member] | Prior to Reverse Stock Split [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Common stock, shares issued | shares | 6,666,666 | |||||||||||||||
2016 Rights Offering [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Non-transferrable number of shares purchase rights for each share owned | shares | 0.3191 | |||||||||||||||
2016 Rights Offering [Member] | Prior to Reverse Stock Split [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Gross proceeds from issuance of stock | $ 63,924,000 | |||||||||||||||
Common stock, shares issued | shares | 11,622,518 | |||||||||||||||
2016 Rights Offering and 2016 Investment Agreement [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Gross proceeds from issuance of stock | 21,000,000 | |||||||||||||||
Common stock, shares issued | shares | 1,181,818 | |||||||||||||||
2016 Investment Agreement [Member] | Prior to Reverse Stock Split [Member] | Sun Cardinal LLC And SCSF Cardinal LLC [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Subscription price | $ / shares | $ 5.50 | |||||||||||||||
2016 Investment Agreement [Member] | 2016 Rights Offering [Member] | Prior to Reverse Stock Split [Member] | Sun Cardinal LLC And SCSF Cardinal LLC [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Gross proceeds from issuance of stock | $ 1,076,000 | |||||||||||||||
Common stock, shares issued | shares | 195,663 | |||||||||||||||
Vince Holding Corp. [Member] | 2017 Rights Offering and 2017 Investment Agreement [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Funds remaining after equity contribution | $ 1,823,000 | |||||||||||||||
2014 Taxable Year [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Payment under Tax Receivable Agreements | $ 22,262,000 | |||||||||||||||
Maximum [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Statutory federal rate | 35.00% | |||||||||||||||
Tax Receivable Agreement [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Aggregate ownership of equity securities | 100.00% | |||||||||||||||
Percentage of voting power of all outstanding capital stock | 35.00% | |||||||||||||||
Debt outstanding principal amount | $ 15,000,000 | |||||||||||||||
Date of expiration of related party transaction agreement | Dec. 31, 2023 | |||||||||||||||
Tax Receivable Agreement [Member] | LIBOR [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Calculation of present value obligated to pay on termination | 2.00% | |||||||||||||||
Pre-IPO Stockholders [Member] | Tax Receivable Agreement [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Aggregate reduction in taxes payable percentage | 85.00% | |||||||||||||||
Total obligation under Tax Receivable Agreement | $ 58,273,000 | $ 58,273,000 | ||||||||||||||
Payment under Tax Receivable Agreements | $ 351,000 | $ 7,438,000 | ||||||||||||||
Increase (decrease) of liability | $ 0 | $ (82,002,000) | (209,000) | |||||||||||||
Pre-IPO Stockholders [Member] | Tax Receivable Agreement [Member] | LIBOR [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Default basis spread on variable rate per annum on deferred payment | 5.00% | |||||||||||||||
Agreed basis spread on variable rate per annum on deferred payment | 2.00% | |||||||||||||||
Pre-IPO Tax Benefits [Member] | Tax Receivable Agreement [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Percentage interest continued in tax benefits | 15.00% | |||||||||||||||
Rebecca Taylor, Inc. [Member] | Sourcing Arrangement [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Date of related party transaction agreement | Jul. 13, 2017 | |||||||||||||||
Percentage of Vince price on RT price | 103.50% | |||||||||||||||
Number of business days to settle invoice | 2 days | |||||||||||||||
Termination period upon prior written notice to other party | 60 days | |||||||||||||||
Related party transaction, amounts paid for orders placed | $ 29,000 | 17,834,000 | ||||||||||||||
Number of new orders placed | Order | 0 | |||||||||||||||
Agreement terminated date | May 30, 2018 | |||||||||||||||
Early termination penalties | $ 0 | |||||||||||||||
Affiliates of Sun Capital Partners, Inc. [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Common stock ownership percentage by affiliates | 58.00% | |||||||||||||||
Affiliates of Sun Capital Partners, Inc. [Member] | Vince Holding Corp. [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Common stock ownership percentage by affiliates | 73.00% | 73.00% | ||||||||||||||
Kellwood [Member] | Shared Services Agreement [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Date of related party transaction agreement | Nov. 27, 2013 | |||||||||||||||
Number of business days to settle invoice | 15 days | |||||||||||||||
Expense for services provided | $ 20,000 | 305,000 | 4,256,000 | |||||||||||||
Other accrued expenses | $ 0 | 82,000 | $ 0 | |||||||||||||
Sun Cardinal Investors [Member] | 2017 Investment Agreement [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Gross proceeds from issuance of stock | $ 8,024,000 | |||||||||||||||
Sun Cardinal Investors [Member] | 2017 Investment Agreement and 2017 Rights Offering [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Common stock subscription value | $ 30,000,000 | |||||||||||||||
Subscription price | $ / shares | $ 0.45 | |||||||||||||||
Affiliates of Sun Fund V [Member] | Vince Holding Corp. [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Common stock ownership percentage by affiliates | 73.00% | 73.00% | ||||||||||||||
Sun Capital Consulting Agreement [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Date of related party transaction agreement | Nov. 27, 2013 | |||||||||||||||
Reimbursement of expenses incurred | $ 31,000 | $ 34,000 | $ 121,000 | |||||||||||||
Sun Capital Consulting Agreement [Member] | Minimum [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Aggregate ownership of equity securities | 30.00% | |||||||||||||||
Sun Capital [Member] | Minimum [Member] | ||||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||||
Aggregate ownership of equity securities | 30.00% |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Feb. 02, 2019 | Feb. 03, 2018 | Jan. 28, 2017 | |
Sales Allowances [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Beginning of Period | $ (17,611) | $ (19,711) | $ (12,846) |
Expense Charges, net of Reversals | (39,764) | (54,265) | (59,078) |
Deductions and Write-offs, net of Recoveries | 50,015 | 56,365 | 52,213 |
End of Period | (7,360) | (17,611) | (19,711) |
Allowance for Doubtful Accounts [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Beginning of Period | (803) | (275) | (188) |
Expense Charges, net of Reversals | 53 | (793) | (192) |
Deductions and Write-offs, net of Recoveries | 407 | 265 | 105 |
End of Period | (343) | (803) | (275) |
Valuation Allowances on Deferred Income Taxes [Member] | |||
Valuation and Qualifying Accounts Disclosure [Line Items] | |||
Beginning of Period | (92,590) | (122,860) | (1,024) |
Expense Charges, net of Reversals | (1,048) | (13,764) | (121,836) |
Deductions and Write-offs, net of Recoveries | 0 | 44,034 | |
End of Period | $ (93,638) | $ (92,590) | $ (122,860) |