Document and Entity Information
Document and Entity Information - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 29, 2022 | Mar. 31, 2022 | Jul. 31, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Jan. 29, 2022 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | VNCE | ||
Entity Registrant Name | VINCE HOLDING CORP. | ||
Entity Central Index Key | 0001579157 | ||
Current Fiscal Year End Date | --01-29 | ||
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 | 12,025,348 | ||
Entity Public Float | $ 26.1 | ||
Entity File Number | 001-36212 | ||
Entity Tax Identification Number | 75-3264870 | ||
Entity Address, Address Line One | 500 5th Avenue | ||
Entity Address, Address Line Two | 20th Floor | ||
Entity Address, City or Town | New York | ||
Entity Address, State or Province | NY | ||
Entity Address, Postal Zip Code | 10110 | ||
City Area Code | 212 | ||
Local Phone Number | 944-2600 | ||
Title of 12(b) Security | Common Stock, $0.01 par value per share | ||
Security Exchange Name | NYSE | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity Interactive Data Current | Yes | ||
Entity Incorporation, State or Country Code | DE | ||
ICFR Auditor Attestation Flag | false | ||
Auditor Name | PricewaterhouseCoopers LLP | ||
Auditor Firm ID | 238 | ||
Auditor Location | New York, New York | ||
Documents Incorporated by Reference [Text Block] | Portions of the registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission in connection with the registrant’s 2022 annual meeting of stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jan. 29, 2022 | Jan. 30, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 1,056 | $ 3,777 |
Trade receivables, net | 29,948 | 31,878 |
Inventories, net | 78,564 | 68,226 |
Prepaid expenses and other current assets | 5,804 | 6,703 |
Total current assets | 115,372 | 110,584 |
Property and equipment, net | 17,117 | 17,741 |
Operating lease right-of-use assets, net | 92,677 | 91,982 |
Intangible assets, net | 75,835 | 76,491 |
Goodwill | 31,973 | 31,973 |
Other assets | 4,253 | 4,173 |
Total assets | 337,227 | 332,944 |
Current liabilities: | ||
Accounts payable | 46,722 | 40,216 |
Accrued salaries and employee benefits | 6,244 | 4,231 |
Other accrued expenses | 13,226 | 15,688 |
Short-term lease liabilities | 22,700 | 22,085 |
Current portion of long-term debt | 2,625 | |
Total current liabilities | 91,517 | 82,220 |
Long-term debt | 88,869 | 84,485 |
Long-term lease liabilities | 94,367 | 97,144 |
Deferred income tax liability | 6,067 | 1,688 |
Other liabilities | 627 | 1,200 |
Commitments and contingencies (Note 5) | ||
Stockholders' equity: | ||
Common stock at $0.01 par value (100,000,000 shares authorized, 11,986,127 and 11,809,023 shares issued and outstanding at January 29, 2022 and January 30, 2021, respectively) | 120 | 118 |
Additional paid-in capital | 1,140,516 | 1,138,247 |
Accumulated deficit | (1,084,734) | (1,072,030) |
Accumulated other comprehensive loss | (122) | (128) |
Total stockholders' equity | 55,780 | 66,207 |
Total liabilities and stockholders' equity | $ 337,227 | $ 332,944 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jan. 29, 2022 | Jan. 30, 2021 |
Statement Of Financial Position [Abstract] | ||
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 11,986,127 | 11,809,023 |
Common stock, shares outstanding | 11,986,127 | 11,809,023 |
Consolidated Statements of Oper
Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 29, 2022 | Jan. 30, 2021 | |
Income Statement [Abstract] | ||
Net sales | $ 322,683 | $ 219,870 |
Cost of products sold | 176,113 | 131,273 |
Gross profit | 146,570 | 88,597 |
Impairment of goodwill and intangible assets | 13,848 | |
Impairment of long-lived assets | 13,026 | |
Selling, general and administrative expenses | 146,087 | 122,803 |
Income (loss) from operations | 483 | (61,080) |
Interest expense, net | 8,606 | 5,007 |
Other income, net | (2,304) | |
Loss before income taxes | (8,123) | (63,783) |
Provision for income taxes | 4,581 | 1,866 |
Net loss | (12,704) | (65,649) |
Other comprehensive income (loss): | ||
Foreign currency translation adjustments | 6 | (25) |
Comprehensive loss | $ (12,698) | $ (65,674) |
Loss per share: | ||
Basic loss per share | $ (1.07) | $ (5.58) |
Diluted loss per share | $ (1.07) | $ (5.58) |
Weighted average shares outstanding: | ||
Basic | 11,902,307 | 11,769,689 |
Diluted | 11,902,307 | 11,769,689 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit [Member] | Accumulated Other Comprehensive Loss [Member] |
Beginning Balance at Feb. 01, 2020 | $ 130,780 | $ 117 | $ 1,137,147 | $ (1,006,381) | $ (103) |
Beginning Balance, shares at Feb. 01, 2020 | 11,680,593 | ||||
Comprehensive loss: | |||||
Net loss | (65,649) | (65,649) | |||
Foreign currency translation adjustments | (25) | (25) | |||
Share-based compensation expense | 1,275 | 1,275 | |||
Restricted stock unit vestings | $ 1 | (1) | |||
Restricted stock unit vestings, shares | 161,065 | ||||
Tax withholdings related to restricted stock vesting | (222) | (222) | |||
Tax withholdings related to restricted stock vesting, shares | (41,659) | ||||
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP") | 48 | 48 | |||
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP"), shares | 9,024 | ||||
Ending Balance at Jan. 30, 2021 | $ 66,207 | $ 118 | 1,138,247 | (1,072,030) | (128) |
Ending Balance, shares at Jan. 30, 2021 | 11,809,023 | 11,809,023 | |||
Comprehensive loss: | |||||
Net loss | $ (12,704) | (12,704) | |||
Foreign currency translation adjustments | 6 | 6 | |||
Common stock issuance, net of certain fees | 150 | 150 | |||
Common stock issuance, net of certain fees | 17,134 | ||||
Share-based compensation expense | 2,076 | 2,076 | |||
Restricted stock unit vestings | 1 | $ 2 | (1) | ||
Restricted stock unit vestings, shares | 154,387 | ||||
Tax withholdings related to restricted stock vesting | (69) | (69) | |||
Tax withholdings related to restricted stock vesting, shares | (6,428) | ||||
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP") | 113 | 113 | |||
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP"), shares | 12,011 | ||||
Ending Balance at Jan. 29, 2022 | $ 55,780 | $ 120 | $ 1,140,516 | $ (1,084,734) | $ (122) |
Ending Balance, shares at Jan. 29, 2022 | 11,986,127 | 11,986,127 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows $ in Thousands | 12 Months Ended | |
Jan. 29, 2022USD ($) | Jan. 30, 2021USD ($) | |
Operating activities | ||
Net loss | $ (12,704) | $ (65,649) |
Add (deduct) items not affecting operating cash flows: | ||
Adjustment to Tax Receivable Agreement Liability | (2,320) | |
Impairment of goodwill and intangible assets | 13,848 | |
Impairment of long-lived assets | 13,026 | |
Depreciation and amortization | 6,496 | 6,898 |
Provision for bad debt | (273) | 2,194 |
Loss on disposal of property and equipment | 12 | |
Amortization of deferred financing costs | 788 | 674 |
Deferred income taxes | 4,380 | 1,687 |
Share-based compensation expense | 2,076 | 1,275 |
Capitalized PIK Interest | 2,339 | 348 |
Loss on debt extinguishment | 1,501 | |
Changes in assets and liabilities: | ||
Receivables, net | 2,202 | 6,594 |
Inventories | (10,341) | (1,823) |
Prepaid expenses and other current assets | 2,677 | 533 |
Accounts payable and accrued expenses | 6,024 | (6,563) |
Other assets and liabilities | (5,398) | 4,207 |
Net cash used in operating activities | (221) | (25,071) |
Investing activities | ||
Payments for capital expenditures | (5,055) | (3,497) |
Net cash used in investing activities | (5,055) | (3,497) |
Financing activities | ||
Proceeds from borrowings under the Revolving Credit Facilities | 331,489 | 250,398 |
Repayment of borrowings under the Revolving Credit Facilities | (337,264) | (237,722) |
Repayment of borrowings under the Term Loan Facilities | (24,750) | |
Proceeds from borrowings under the Term Loan Facilities | 35,000 | |
Proceeds from borrowings under the Third Lien Credit Facility | 20,000 | |
Proceeds from common stock issuance, net of certain fees | 150 | |
Tax withholdings related to restricted stock vesting | (69) | (222) |
Proceeds from stock option exercises, restricted stock vesting, and issuance of common stock under employee stock purchase plan | 114 | 48 |
Financing fees | (2,156) | (715) |
Net cash provided by financing activities | 2,514 | 31,787 |
(Decrease) increase in cash, cash equivalents, and restricted cash | (2,762) | 3,219 |
Effect of exchange rate changes on cash, cash equivalents, and restricted cash | (7) | |
Cash, cash equivalents, and restricted cash, beginning of period | 3,858 | 646 |
Cash and cash equivalents, and restricted cash, end of period | 1,096 | 3,858 |
Less: restricted cash at end of period | 40 | 81 |
Cash and cash equivalents | 1,056 | 3,777 |
Supplemental Disclosures of Cash Flow Information | ||
Cash payments for interest | 4,494 | 3,136 |
Cash payments for income taxes, net of refunds | 74 | (113) |
Supplemental Disclosures of Non-Cash Investing and Financing Activities | ||
Capital expenditures in accounts payable and accrued liabilities | 232 | 92 |
Deferred financing fees in accrued liabilities | $ 150 | $ 650 |
Description of Business and Sum
Description of Business and Summary of Significant Accounting Policies | 12 Months Ended |
Jan. 29, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business and Summary of Significant Accounting Policies | Note 1. Description of Business and Summary of Significant Accounting Policies (A) Description of Business contemporary womenswear line lauded for its signature prints, romantic detailing and vintage inspired aesthetic, reimagined for a modern era While we continue to believe that the Parker brand complements our portfolio, during the first half of fiscal 2020 the Company decided to pause the creation of new products to focus resources on the operations of the Vince and Rebecca Taylor brands. The Company reaches its customers through a variety of channels, specifically through major wholesale department stores and specialty stores in the United States (“U.S.”) and select international markets, as well as through the Company’s branded retail locations and the Company’s websites. The Company designs products in the U.S. and sources the vast majority of products from contract manufacturers outside the U.S., primarily in Asia. Products are manufactured to meet the Company’s product specifications and labor standards. (B) Basis of Presentation The consolidated financial statements include the Company’s accounts and the accounts of the Company’s wholly-owned subsidiaries as of January 29, 2022. 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. (C) Fiscal Year • References to “fiscal year 2021” or “fiscal 2021” refer to the fiscal year ended January 29, 2022; and • References to “fiscal year 2020” or “fiscal 2020” refer to the fiscal year ended January 30, 2021. Fiscal years 2021 and 2020 consisted of a 52-week period. (D) Sources and Uses of Liquidity SM The Company’s recent financial results have been, and its future financial results may be, subject to substantial fluctuations, and may be impacted by business conditions and macroeconomic factors, including the impact of the COVID-19 pandemic and the armed conflict between Ukraine and Russia. The Company’s ability to continue to meet its obligations is dependent on its ability to generate positive cash flow from a combination of initiatives and any failure to successfully implement these initiatives could require the Company to implement alternative plans to satisfy its liquidity needs. In the event that the Company is unable to timely service its debt, meet other contractual payment obligations or fund other liquidity needs, the Company may need to refinance all or a portion of its indebtedness before maturity, seek waivers of or amendments to contractual obligations for payment, reduce or delay scheduled expansions and capital expenditures, sell material assets or operations or seek other financing opportunities. (E) COVID-19 The spread of COVID-19, which was declared a pandemic by the World Health Organization in March 2020, remains highly volatile, particularly in light of ongoing vaccination efforts and emerging strains of the virus. In response, we implemented various measures to effectively manage our business as well as the impacts from the COVID-19 pandemic, including (i) serving The unpredictable nature of the COVID-19 pandemic could negatively affect the outcome of the measures intended to address its impact and/or our current expectations of our future business performance . (F) Use of Estimates The Company considered the COVID-19 related impacts to its estimates including the impairment of property and equipment and operating lease right-of-use assets (“ These estimates may change as the current situation evolves or new events occur. (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 2021, sales to one wholesale partner accounted for more than ten percent of the Company’s net sales. These sales represented 20% of fiscal 2021 net sales. In fiscal 2020, sales to one wholesale partner accounted for more than ten percent of the Company’s net sales. These sales represented 21% of fiscal 2020 net sales. Three wholesale partners each represented greater than ten percent of the Company’s gross accounts receivable balance as of January 29, 2022, with a corresponding aggregate total of 63% of such balance. Three wholesale partners each represented greater than ten percent of the Company’s gross accounts receivable balance as of January 30, 2021, with a corresponding aggregate total of 67% of such balance. (I) Inventories The Company has two major suppliers that accounted for approximately 42% of inventory purchases for fiscal 2021. Amounts due to these suppliers were $2,677 and were included in Accounts payable in the Consolidated Balance Sheet as of January 29, 2022. The Company has two major suppliers that accounted for approximately 43% of inventory purchases for fiscal 2020. Amounts due to these suppliers were $2,096 and were included in Accounts payable in the Consolidated Balance Sheet as of January 30, 2021. (J) Property and Equipment the disposition of property and equipment, the accumulated depreciation is deducted from the original cost and any gain or loss is reflected in current earnings. Property and equipment consisted of the following: January 29, January 30, (in thousands) 2022 2021 Leasehold improvements $ 43,058 $ 41,155 Furniture, fixtures and equipment 13,751 14,596 Capitalized software 14,830 12,516 Construction in process 696 1,240 Total property and equipment 72,335 69,507 Less: accumulated depreciation (55,218 ) (51,766 ) Property and equipment, net $ 17,117 $ 17,741 Depreciation expense was $5,644 and $5,979 for fiscal 2021 and fiscal 2020, respectively. (K) Impairment of Long-lived Assets During fiscal 2020, the Company recorded non-cash asset impairment charges of $13,026, within Impairment of long-lived assets on the Consolidated Statements of Operations and Comprehensive Income (Loss), related to the impairment of certain retail stores as the carrying values were determined not to be recoverable. The impairment charges consisted of $4,470 related to property and equipment and $8,556 related to operating lease right-of-use assets. The carrying amounts of these assets were adjusted to their estimated fair values. (L) Goodwill and Other Intangible Assets Goodwill is not allocated to the Company’s operating segments in the measure of segment assets regularly reported to and used by management, however goodwill is allocated to operating segments (goodwill reporting units) for the purpose of the annual impairment test for goodwill. Goodwill represents the excess of the cost of acquired businesses over the fair market value of the identifiable net assets. The indefinite-lived intangible assets are the Vince tradename and the Rebecca Taylor 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. 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 assets using a discounted cash flow valuation analysis, which is based on the “relief from royalty” methodology. This methodology assumes that in lieu of ownership, a third party would be willing to pay a royalty in order to exploit the related benefits of these types of assets. The relief from royalty approach is dependent on a number of factors, including estimates of projected revenues , royalty rates in the category of intellectual property, 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. During the first quarter of fiscal 2020, the Company determined that a triggering event had occurred as a result of changes to the Company’s long-term projections driven by the impacts of COVID-19. The change in performance was primarily driven by the shutdown of the wholesale partners’ retail locations domestically and internationally, resulting in reduced orders, decreased revenue and lower current and expected future cash flow. A quantitative impairment test on the goodwill allocated to the Vince Wholesale reporting unit determined that the fair value was below the carrying value. The Company estimated the fair value using a combination of discounted cash flows and market comparisons. “Step one” of the assessment determined that the fair value was below the carrying amount by $9,462, and as a result the Company recorded a goodwill impairment charge of $9,462 within Impairment of goodwill and intangible assets on the Consolidated Statements of Operations and Comprehensive Income (Loss) in fiscal 2020. The Company estimated the fair value of the Vince and Rebecca Taylor tradename indefinite-lived intangible assets using a discounted cash flow valuation analysis which is based on the relief from royalty method and determined that the fair value of the Vince and Rebecca Taylor tradenames were below their carrying amounts. Accordingly, the Company recorded an impairment charge for the Vince and Rebecca Taylor tradename indefinite-lived intangible assets of $4,386, which was recorded within Impairment of goodwill and intangible assets on the Consolidated Statements of Operations and Comprehensive Income (Loss) in fiscal 2020. Determining the fair value of goodwill and other intangible assets is judgmental in nature and requires the use of significant estimates and assumptions, including projected revenues, EBITDA margins, long-term growth rates, working capital, royalty rates in the category of intellectual property, discount rates and future market conditions, among others. It is possible that estimates of future operating results could change adversely and impact the evaluation of the recoverability of the carrying value of goodwill and intangible assets and that the effect of such changes could be material. In both fiscal 2021 and fiscal 2020, the Company performed its annual impairment test during the fourth quarter. In fiscal 2021, the Company elected to perform a quantitative impairment test on goodwill allocated to the Company’s Vince Wholesale reporting unit. The results of the quantitative test did not result in any impairment because the fair value of the Company’s Vince Wholesale reporting unit exceeded its carrying value. In fiscal 2020, the Company elected to perform a quantitative impairment test on goodwill allocated to the Company’s Vince Wholesale reporting unit. The results of the quantitative test did not result in any impairment because the fair value of the Company’s Vince Wholesale reporting unit exceeded its carrying value. Goodwill was $31,973 as of both January 29, 2022 and January 30, 2021. In the fourth quarter of fiscal 2021, the Company elected to perform a quantitative impairment test on its Vince and Rebecca Taylor tradename intangible assets. The results of the quantitative test did not result in any impairment because the fair value of the Company’s Vince tradename and Rebecca Taylor tradename intangible assets exceeded their carrying values. In the fourth quarter of fiscal 2020, the Company also elected to perform a quantitative impairment test on its Vince and Rebecca Taylor tradename intangible assets. The results of the quantitative test did not result in any impairment because the fair value of the Company’s Vince tradename and Rebecca Taylor tradename intangible assets exceeded their carrying values. Indefinite-lived tradename intangible assets were $71,800 as of both January 29, 2022 and January 30, 2021, which is included within Intangible assets, net in the Consolidated Balance Sheets. The finite-lived intangible assets are comprised of Vince customer relationships which are being amortized on a straight-line basis over their useful lives of 20 years and the Parker tradename intangible asset which is being amortized on a straight-line basis over its useful life of 10 years See Note 2 “Goodwill and Intangible Assets” for more information on the details surrounding goodwill and intangible assets. (M) Deferred Financing Costs (N) Leases Although the Company’s more recent leases are subject to shorter terms as a result of the implementation of the strategy to pursue shorter lease terms, some of the Company’s leases have initial terms of 10 years , and in many instances can be extended for an additional term. T he Company will not include renewal options in the underlying lease term unless the Company is reasonably certain to exercise the renewal option. Substantially all of the Company’s leases require a fixed annual rent, and most require the payment of additional rent if store sales exceed a negotiated amount . These percentage rent expenses are considered as variable lease costs and are recognized in the consolidated financial statements when incurred. In addition, the Company’s real estate leases may also require additional payments for real estate taxes and other occupancy-related costs which it considers as non-lease components. ROU assets and operating lease liabilities are recognized based upon the present value of the future lease payments over the lease term. As the Company’s leases do not provide an implicit borrowing rate, the Company uses an estimated incremental borrowing rate based upon a combination of market-based factors, such as market quoted forward yield curves and company specific factors, such as the Company’s credit rating, lease size and duration to calculate the present value. (O) Revenue Recognition Revenue associated with gift cards is recognized upon redemption and unredeemed balances are considered a contract liability and recorded within other accrued expenses, which are subject to escheatment within the jurisdictions in which it operates. As of January 29, 2022 and January 30, 2021, the contract liability was $1,739 and $1,618, respectively. In fiscal 2021, the Company recognized $244 of revenue that was previously included in the contract liability as of January 30, 2021. Amounts billed to customers for shipping and handling costs are not material. Such shipping and handling costs are accounted for as a fulfillment cost and are included in cost of products sold. Sales taxes that are collected by the Company from a customer are excluded from revenue. Sales are measured as the amount of consideration the Company expects to receive in exchange for transferring goods, which includes estimates for variable consideration. Variable consideration mainly includes discounts, chargebacks, markdown allowances, cooperative advertising programs, and sales returns. Estimated amounts of discounts, chargebacks, markdown allowances, cooperative advertising programs, and sales returns are accounted for as reductions of sales when the associated sale occurs. These estimated amounts are adjusted periodically based on changes in facts and circumstances when the changes become known. On the Company’s consolidated balance sheet, reserves for sales returns are included within other accrued liabilities, and the value of inventory associated with reserves for sales returns are included in prepaid expenses and other current assets. The Company continues to estimate the amount of sales returns based on known trends and historical return rates. (P) Cost of Products Sold • the 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 (Loss) Per Share (U) Recent Accounting Pronouncements: Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019- 12: “ Income Taxes Simplifying the Accounting for Income Taxes Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13: “ Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Jan. 29, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | Note 2. Goodwill and Intangible Assets Net goodwill balances and changes therein by segment were as follows: (in thousands) Vince Wholesale Vince Direct-to-consumer Rebecca Taylor and Parker Total Net Goodwill Balance as of January 30, 2021 $ 31,973 $ — $ — $ 31,973 Balance as of January 29, 2022 $ 31,973 $ — $ — $ 31,973 The total carrying amount of goodwill was net of accumulated impairments of $101,845 as of both January 29, 2022 and January 30, 2021. During the first quarter of fiscal 2020, the Company determined that a triggering event had occurred as a result of changes to the Company’s long-term projections driven by the impacts of COVID-19. The Company performed an interim quantitative impairment assessment o f goodwill and intangible assets. The Company determined the fair value of the Vince wholesale reportable segment using a combination of discounted cash flows and market comparisons There were no impairments recorded as a result of the Company’s annual goodwill impairment test performed during fiscal 2021 and fiscal 2020. The following tables present a summary of identifiable intangible assets: (in thousands) Gross Amount Accumulated Amortization Accumulated Impairments Net Book Value Balance as of January 29, 2022 Amortizable intangible assets: Customer relationships $ 31,355 $ (21,635 ) $ (6,115 ) $ 3,605 Tradenames 13,100 (143 ) (12,527 ) 430 Indefinite-lived intangible assets: Tradenames 110,986 — (39,186 ) 71,800 Total intangible assets $ 155,441 $ (21,778 ) $ (57,828 ) $ 75,835 (in thousands) Gross Amount Accumulated Amortization Accumulated Impairments Net Book Value Balance as of January 30, 2021 Amortizable intangible assets: Customer relationships $ 31,355 $ (21,036 ) $ (6,115 ) $ 4,204 Tradenames 13,100 (86 ) (12,527 ) 487 Indefinite-lived intangible assets: Tradenames 110,986 — (39,186 ) 71,800 Total intangible assets $ 155,441 $ (21,122 ) $ (57,828 ) $ 76,491 During the first quarter of fiscal 2020, t he Company estimated the fair value of the Vince and Rebecca Taylor tradename indefinite-lived intangible assets using a discounted cash flow valuation analysis, which is based on the relief from royalty method and determined that the fair value of the Vince and Rebecca Taylor tradenames were below their carrying amounts. Accordingly, the Company recorded an impairment charge for the Vince and Rebecca Taylor tradename indefinite-lived intangible assets of $4,386, which was recorded within Impairment of goodwill and intangible assets on the Consolidated Statements of Operations and Comprehensive Income (Loss) for fiscal 2020. No impairments of the Company’s indefinite lived tradenames were recorded as a result of the Company’s annual asset impairment tests performed during fiscal 2021 and fiscal 2020. Amortization of identifiable intangible assets was $656 and $656 for fiscal 2021 and fiscal 2020, respectively, which is included in SG&A expenses on the Consolidated Statements of Operations and Comprehensive Income (Loss). Amortization expense for each of the fiscal years 2022 to 2026 is expected to be as follows: Future (in thousands) Amortization 2022 $ 655 2023 655 2024 655 2025 655 2026 655 Total next 5 fiscal years $ 3,275 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jan. 29, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Note 3. Fair Value Measurements We define the fair value of a financial instrument as the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We are responsible for the determination of the value of the investments carried at fair value and the supporting methodologies and assumptions. The Company’s financial assets and liabilities are to be measured using inputs from three levels of the fair value hierarchy as follows: Level 1— quoted market prices in active markets for identical assets or liabilities Level 2— observable market-based inputs (quoted prices for similar assets and liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active) or inputs that are corroborated by observable market data Level 3— significant unobservable inputs that reflect the Company’s assumptions and are not substantially supported by market data The Company did not have any non-financial assets or non-financial liabilities recognized at fair value on a recurring basis at January 29, 2022 or January 30, 2021. At January 29, 2022 and January 30, 2021, 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 $92,711 as of January 29, 2022 are at variable interest rates. Borrowings under the Company’s 2018 Revolving Credit Facility (as amended and restated and as defined below) The Company’s non-financial assets, which primarily consist of goodwill, intangible assets, ROU assets, and property and equipment, are not required to be measured at fair value on a recurring basis and are reported at their carrying values. However, on a periodic basis whenever events or changes in circumstances indicate that their carrying value may not be fully recoverable (and at least annually for goodwill and indefinite-lived intangible assets), non-financial assets are assessed for impairment, and if applicable, written down to (and recorded at) fair value. Determining the fair value of goodwill and other intangible assets is judgmental in nature and requires the use of significant estimates and assumptions, including projected revenues, EBITDA margins growth rates and operating margins, long-term growth rates, working capital, royalty rates in the category of intellectual property, discount rates and future market conditions, among others, as applicable. The inputs used in determining the fair value of the ROU assets were the current comparable market rents for similar properties and a store discount rate. The fair value of the property and equipment was based on its estimated liquidation value. The measurement of fair value of these assets are considered Level 3 valuations as certain of these inputs are unobservable and are estimated to be those that would be used by market participants in valuing these or similar assets. The following table presents the non-financial assets the Company measured at fair value on a non-recurring basis in fiscal 2020, based on such fair value hierarchy. There were no losses on these non-financial assets taken in fiscal 2021. Net Carrying Value as of Fair Value Measured and Recorded at Reporting Date Using: Total Losses - Year Ended (in thousands) January 30, 2021 Level 1 Level 2 Level 3 January 30, 2021 Property and equipment $ 8,922 $ — $ — $ 8,922 $ 4,470 (1) Goodwill 31,973 — — 31,973 9,462 (2) Tradenames - Indefinite-lived 71,800 — — 71,800 4,386 (2) ROU Assets 76,101 — — 76,101 8,556 (1) (1) (2) |
Long-Term Debt and Financing Ar
Long-Term Debt and Financing Arrangements | 12 Months Ended |
Jan. 29, 2022 | |
Debt Disclosure [Abstract] | |
Long-Term Debt and Financing Arrangements | Note 4. Long-Term Debt and Financing Arrangements Debt obligations consisted of the following: January 29, January 30, (in thousands) 2022 2021 Long-term debt: Term Loan Facilities $ 35,000 $ 24,750 Revolving Credit Facilities 34,624 40,399 Third Lien Credit Facility 23,087 20,748 Total debt principal 92,711 85,897 Less: current portion of long-term debt 2,625 — Less: deferred financing costs 1,217 1,412 Total long-term debt $ 88,869 $ 84,485 Term Loan Credit Facility On September 7, 2021, Vince, LLC entered into a new term loan credit facility as described below. The proceeds were used to repay in full all outstanding amounts under the 2018 Term Loan Facility and a portion of the borrowings outstanding under the 2018 Revolving Credit Facility. The 2018 Term Loan Facility was terminated. Vince, LLC entered into a new $35,000 senior secured term loan credit facility (the “Term Loan Credit Facility”) pursuant to a Credit Agreement (the “Term Loan Credit Agreement”) by and among Vince, LLC, as the borrower, the guarantors named therein, PLC Agent, LLC (“Pathlight”), as administrative agent and collateral agent, and the other lenders from time to time party thereto. Vince Holding Corp. and Vince Intermediate Holding, LLC (“Vince Intermediate”) are guarantors under the Term Loan Credit Facility. The Term Loan Credit Facility matures on the earlier of September 7, 2026 and 91 days after the maturity date of the 2018 Revolving Credit Facility (as defined below). The Term Loan Credit Facility is subject to quarterly amortization of $875 commencing on July 1, 2022, with the balance payable at final maturity. Interest is payable on loans under the Term Loan Credit Facility at a rate equal to the 90-day LIBOR rate, or an alternate applicable reference rate in the event LIBOR is no longer available, subject, in either case, to a 1.0% floor, plus 7.0%. During the continuance of certain specified events of default, interest will accrue on the overdue amount of any loan at a rate of 2.0% in excess of the rate otherwise applicable to such amount. In addition, the Term Loan Credit Agreement requires mandatory prepayments upon the occurrence of certain events, including but not limited to, an Excess Cash Flow payment (as defined in the Term Loan Credit Agreement), subject to reductions for voluntary prepayments made during such fiscal year, commencing with the fiscal year ending January 28, 2023. The Term Loan Credit Facility contains a requirement that Vince, LLC will maintain an availability under its 2018 Revolving Credit Facility of the greater of 10% of the commitments thereunder or $9,500. The Term Loan Credit Facility does not permit dividends prior to April 30, 2022, or an earlier date designated by Vince, LLC (the period until such date, the “Accommodation Period”) and thereafter permits them to the extent that no default or event of default is continuing or would result from a contemplated dividend, so long as after giving pro forma effect to the contemplated dividend subtracting any accounts payable amounts that are or are projected to be past due for the following six months, excess availability for such six month period will be at least the greater of 25.0% of the aggregate lending commitments and $15,000. In addition, the Term Loan Credit Facility contains customary representations and warranties, other covenants, and events of default, including but not limited to, limitations on the incurrence of additional indebtedness, liens, burdensome agreements, guarantees, investments, loans, asset sales, mergers, acquisitions, prepayment of other debt, the repurchase of capital stock, transactions with affiliates, and the ability to change the nature of its business or its fiscal year, and distributions and dividends. Furthermore, the Term Loan Credit Facility is subject to a Borrowing Base (as defined in the Term Loan Credit Agreement) which can, under certain conditions result in the imposition of a reserve under the 2018 Revolving Credit Facility. All obligations under the Term Loan Credit Facility are guaranteed by Vince Intermediate and the Company and any future material domestic restricted subsidiaries of Vince, LLC and secured by a lien on substantially all of the assets of the Company, Vince, LLC and Vince Intermediate and any future material domestic restricted subsidiaries. Through January 29, 2022, on an inception to date basis, the Company had not made any repayments on the Term Loan Credit Facility. Scheduled maturities of the Term Loan Credit Facility are as follows: Term Loan Credit (in thousands) Facility Maturity Fiscal 2022 $ 2,625 Fiscal 2023 3,500 Fiscal 2024 3,500 Fiscal 2025 3,500 Fiscal 2026 21,875 Total $ 35,000 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, a direct subsidiary of VHC and the direct parent company of Vince, LLC, 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 was subject to quarterly amortization of principal equal to 2.5% of the original aggregate principal amount of the 2018 Term Loan Facility, as amended from time to time, with the balance payable at final maturity. The 2018 Term Loan Facility would have matured on the earlier of August 21, 2023 and the maturity date of the 2018 Revolving Credit Facility (as defined below). On September 7, 2021, Vince, LLC entered into the Term Loan Credit Facility as described above. All outstanding amounts of $25,960, including interest and a prepayment penalty of $743 (which is included within financing fees on the Consolidated Statements of Cash Flows), under the 2018 Term Loan Facility were repaid in full and the 2018 Term Loan Facility was terminated. Additionally, the Company recorded expense of $758 related to the write-off of the remaining deferred financing costs. 2018 Revolving Credit Facility On August 21, 2018, Vince, LLC entered into an $80,000 senior secured revolving credit facility (the “2018 Revolving Credit Facility”) pursuant to a credit agreement by and among Vince, LLC, as the borrower, VHC and Vince Intermediate, as guarantors, Citizens Bank, N.A. (“Citizens”), as administrative agent and collateral agent, and the other lenders from time to time party thereto. The 2018 Revolving Credit Facility provides for a revolving line of credit of up to $80,000, subject to a Loan Cap, which is the lesser of (i) the Borrowing Base as defined in the credit agreement for the 2018 Revolving Credit Facility and (ii) the aggregate commitments, as well as a letter of credit sublimit of $25,000. It also provides for an increase in aggregate commitments of up to $20,000. Interest is payable on the loans under the 2018 Revolving Credit Facility at either the LIBOR or the Base Rate, in each case, with applicable margins subject to a pricing grid based on an average daily excess availability calculation. The “Base Rate” means, for any day, a fluctuating rate per annum equal to the highest of (i) the rate of interest in effect for such day as publicly announced from time to time by Citizens as its prime rate; (ii) the Federal Funds Rate for such day, plus 0.5%; and (iii) the LIBOR Rate for a one month interest period as determined on such day, plus 1.00%. During the continuance of certain specified events of default, at the election of Citizens, interest will accrue at a rate of 2.0% in excess of the applicable non-default rate. The 2018 Revolving Credit Facility contains a requirement that, at any point when Excess Availability (as defined in the credit agreement for the 2018 Revolving Credit Facility) is less than 10.0% of the loan cap and continuing until Excess Availability exceeds the greater of such amounts for 30 consecutive days, Vince, LLC must maintain during that time a Consolidated Fixed Charge Coverage Ratio (as defined in the credit agreement for the 2018 Revolving Credit Facility) equal to or greater than 1.0 to 1.0 measured as of the last day of each fiscal month during such period. The 2018 Revolving Credit Facility contains representations and warranties, other covenants and events of default that are customary for this type of financing, including covenants with respect to limitations on the incurrence of additional indebtedness, liens, burdensome agreements, guarantees, investments, loans, asset sales, mergers, acquisitions, prepayment of other debt, the repurchase of capital stock, transactions with affiliates, and the ability to change the nature of the Company’s business or its fiscal year. The 2018 Revolving Credit Facility generally permits dividends in the absence of any event of default (including any event of default arising from a contemplated dividend), so long as (i) after giving pro forma effect to the contemplated dividend and for the following six months Excess Availability will be at least the greater of 20.0% of the Loan Cap and $10,000 and (ii) after giving pro forma effect to the contemplated dividend, the Consolidated Fixed Charge Coverage Ratio for the 12 months preceding such dividend will be greater than or equal to 1.0 to 1.0 (provided that the Consolidated Fixed Charge Coverage Ratio may be less than 1.0 to 1.0 if, after giving pro forma effect to the contemplated dividend, Excess Availability for the six fiscal months following the dividend is at least the greater of 25.0% of the Loan Cap and $12,500). On November 1, 2019, Vince, LLC entered into the First Amendment (the “First Revolver Amendment”) to the 2018 Revolving Credit Facility, which provided the borrower the ability to elect the Daily LIBOR Rate in lieu of the Base Rate to be applied to the borrowings upon applicable notice. The “Daily LIBOR Rate” means a rate equal to the Adjusted LIBOR Rate in effect on such day for deposits for a one day period, provided that, upon notice and not more than once every 90 days, such rate may be substituted for a one week or one month period for the Adjusted LIBOR Rate for a one day period. On November 4, 2019, Vince, LLC entered into the Second Amendment (the “Second Revolver Amendment”) to the credit agreement of the 2018 Revolving Credit Facility. The Second Revolver Amendment increased the aggregate commitments under the 2018 Revolving Credit Facility by $20,000 to $100,000. Pursuant to the terms of the Second Revolver Amendment, the Acquired Businesses became guarantors under the 2018 Revolving Credit Facility and jointly and severally liable for the obligations thereunder. On June 8, 2020, Vince, LLC entered into the Third Amendment ( the “Third Revolver Amendment” The Third Revolver Amendment also (a) waived events of default; (b) temporarily increased the applicable margin on all borrowings of revolving loans by 0.75% per annum during the Third Amendment Accommodation Period and increased the LIBOR floor from 0% to 1.0%; (c) eliminated Vince LLC’s and any loan party’s ability to designate subsidiaries as unrestricted and to make certain payments, restricted payments and investments during the Third Amendment Extended Accommodation Period; (d) temporarily suspended the Fixed Charge Coverage Ratio covenant through the Third Amendment Extended Accommodation Period; (e) required Vince, LLC to maintain a Fixed Charge Coverage Ratio of 1.0 to 1.0 in the event the excess availability under the 2018 Revolving Credit Facility was less than (x) $10,000 between September 6, 2020 and January 9, 2021, (y) $12,500 between January 10, 2021 and January 31, 2021 and (z) $15,000 at all other times during the Third Amendment Extended Accommodation Period; (f) imposed a requirement (y) to pay down the 2018 Revolving Credit Facility to the extent cash on hand exceeded $5,000 on the last day of each week and (z) that, after giving effect to any borrowing thereunder, Vince, LLC may have no more than $5,000 of cash on hand; (g) permitted Vince, LLC to incur up to $8,000 of additional secured debt (in addition to any interest accrued or paid in kind), to the extent subordinated to the 2018 Revolving Credit Facility on terms reasonably acceptable to Citizens; (h) established a method for imposing a successor reference rate if LIBOR should become unavailable, (i) extended the delivery periods for (x) annual financial statements for the fiscal year ended February 1, 2020 to June 15, 2020 and (y) quarterly financial statements for the fiscal quarters ended May 2, 2020 and August 1, 2020 to July 31, 2020 and October 29, 2020, respectively, and (j) granted ongoing relief through September 30, 2020 with respect to certain covenants regarding the payment of lease obligations. As a result of the Third Revolver Amendment, the Company incurred $376 of additional deferred financing costs. In accordance with ASC Topic 470, “Debt” , the Company accounted for this amendment as a debt modification and recorded the additional deferred financing costs as deferred debt issuance costs which will be amortized over the remaining term of the 2018 Revolving Credit Facility. On December 11, 2020, Vince, LLC entered into the Fifth Amendment (the “Fifth Revolver Amendment”) As a result of the Fifth Revolver Amendment, the Company incurred $204 of additional deferred financing costs. In accordance with ASC Topic 470, “Debt” , the Company accounted for this amendment as a debt modification and recorded the additional deferred financing costs as deferred debt issuance costs which will be amortized over the remaining term of the 2018 Revolving Credit Facility. On September 7, 2021, concurrently with the Term Loan Credit Facility, Vince, LLC entered into an Amended and Restated Credit Agreement (the “A&R Revolving Credit Facility Agreement”) which, among other things, contains amendments to reflect the terms of the Term Loan Credit Facility and extends the maturity of the 2018 Revolving Credit Facility to the earlier of June 8, 2026 and 91 days prior to the maturity of the Term Loan Credit Facility. In addition, the A&R Revolving Credit Facility Agreement, among others: (i) lowers all applicable margins by 0.75%; (ii) revises the end of the Accommodation Period (as defined therein) to April 30, 2022 or an earlier date as elected by Vince, LLC; (iii) amends the borrowing base calculation to exclude Eligible Cash On Hand (as defined therein); (iv) revises the threshold under the definition of the Cash Dominion Trigger Event to be the excess availability of the greater of (a) 12.5% of the loan cap and (b) $11,000; (v) deletes the financial covenant and replaces it with a requirement to maintain a minimum excess availability not to be less than the greater of (a) $9,500 and (b) 10% of the commitments at any time; and (vi) revises certain representations and warranties as well as operational covenants. As of January 29, 2022, the Company was in compliance with applicable covenants. As of January 29, 2022, $40,620 was available under the 2018 Revolving Credit Facility, net of the loan cap, and there were $34,624 of borrowings outstanding and $5,345 of letters of credit outstanding under the 2018 Revolving Credit Facility. The weighted average interest rate for borrowings outstanding under the 2018 Revolving Credit Facility as of January 29, 2022, was 1.8%. As of January 30, 2021, $30,176 was available under the 2018 Revolving Credit Facility, net of the loan cap, and there were $40,399 of borrowings outstanding and $5,195 of letters of credit outstanding under the 2018 Revolving Credit Facility. The weighted average interest rate for borrowings outstanding under the 2018 Revolving Credit Facility as of January 30, 2021, was 3.8%. Third Lien Credit Facility On December 11, 2020, Vince, LLC entered into a $20,000 subordinated term loan credit facility (the “Third Lien Credit Facility”) pursuant to a credit agreement (the “Third Lien Credit Agreement”), dated December 11, 2020, by and among Vince, LLC, as the borrower, VHC and Vince Intermediate, as guarantors, and SK Financial is an affiliate of Sun Capital Partners, Inc. (“Sun Capital”), whose affiliates own approximately 71% of the Company’s common stock. The Third Lien Credit Facility was reviewed and approved by the Special Committee of the Company’s Board of Directors, consisting solely of directors not affiliated with Sun Capital, which committee was represented by independent legal advisors. Interest on loans under the Third Lien Credit Facility is payable in kind at a rate equal to the LIBOR rate (subject to a floor of 1.0%) plus applicable margins subject to a pricing grid based on minimum Consolidated EBITDA (as defined in the Third Lien Credit Agreement). During the continuance of certain specified events of default, interest may accrue on the loans under the Third Lien Credit Facility at a rate of 2.0% in excess of the rate otherwise applicable to such amount. The Third Lien Credit Facility contains representations, covenants and conditions that were substantially similar to those under the 2018 Term Loan Facility, except the Third Lien Credit Facility does not contain any financial covenants. The Company incurred $485 in deferred financing costs associated with the Third Lien Credit Facility of which a $400 closing fee is payable in kind and was added to the principal balance. These deferred financing costs are recorded as deferred debt issuance costs which will be amortized over the remaining term of the Third Lien Credit Facility. All obligations under the Third Lien Credit Facility are guaranteed by the Company, Vince Intermediate and the Company’s existing material domestic restricted subsidiaries as well as any future material domestic restricted subsidiaries and are secured on a junior basis relative to the 2018 Revolving Credit Facility and the 2018 Term Loan Facility by a lien on substantially all of the assets of the Company, Vince Intermediate, Vince, LLC and the Company’s existing material domestic restricted subsidiaries as well as any future material domestic restricted subsidiaries. The proceeds were received on December 11, 2020 and were used to repay a portion of the borrowings outstanding under the 2018 Revolving Credit Facility. On September 7, 2021, concurrently with the Term Loan Credit Facility as well as the A&R Revolving Credit Facility Agreement, Vince, LLC entered into an amendment (the “Third Lien First Amendment”) to the Third Lien Credit Facility which amends its terms to extend its maturity to March 6, 2027, revises the interest rate to remove the tiered applicable margins so that the rate is now equal to the 90-day LIBOR rate, or an alternate applicable reference rate in the event LIBOR is no longer available, plus 9.0% at all times, and to reflect the applicable terms of the Term Loan Credit Facility as well as the A&R Revolving Credit Facility Agreement. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jan. 29, 2022 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 5. Commitments and Contingencies Contractual Cash Obligations At January 29, 2022, the Company had contractual cash obligations of $92,071, which consisted primarily of inventory purchase obligations and service contracts. In addition, see Note 11 “Leases” for a summary of the Company’s future minimum rental payments under non-cancelable leases. Litigation On September 7, 2018, a complaint was filed in the United States District Court for the Eastern District of New York by certain stockholders (collectively, the “Plaintiff”), naming the Company as well as David Stefko, the Company’s Chief Financial Officer, one of the Company’s directors, certain of the Company’s former officers and directors, and Sun Capital and certain of its affiliates, as defendants. The complaint generally alleges that the Company and the named parties made false and/or misleading statements and/or failed to disclose matters relating to the transition of the Company’s ERP systems from Kellwood. The complaint brings causes of action for violations of Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 promulgated under the Exchange Act against the Company and the named parties and for violations of Section 20(a) of the Exchange Act against the individual parties, Sun Capital and its affiliates. The complaint sought unspecified monetary damages and unspecified costs and fees. On January 28, 2019, in response to our motion to dismiss the original complaint, the Plaintiff filed an amended complaint, naming the same defendants as parties and asserting the same causes of action as those stated in the original complaint. On October 4, 2019, an individual stockholder filed a complaint marked as a related suit to the amended complaint, containing substantially identical allegations and claims against the same defendant parties. On September 9, 2020, the two complaints were dismissed in their entirety and the Plaintiff’s request for leave to replead was denied. On October 6, 2020, the Plaintiff filed notices of appeal. On July 6, 2021, the appeals were voluntarily dismissed. Additionally, the Company is a party to legal proceedings, compliance matters, environmental claims, as well as wage and hour and other labor claims that arise in the ordinary course of business. Although the outcome of such items cannot be determined with certainty, |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Jan. 29, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Share-Based Compensation | Note 6. Share-Based Compensation Employee Stock Plans Vince 2013 Incentive Plan In connection with the IPO, the Company adopted the Vince 2013 Incentive Plan, which provides for grants of stock options, stock appreciation rights, restricted stock, and other stock-based awards. In May 2018, the Company filed a Registration Statement on Form S-8 to register an additional 660,000 shares of common stock available for issuance under the Vince 2013 Incentive Plan. Additionally, in September 2020, the Company filed a Registration Statement on Form S-8 to register an additional 1,000,000 shares of common stock available for issuance under the Vince 2013 Incentive Plan. three-year 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 SG&A expense for the difference between the fair market value and the discounted purchase price of the Company’s common stock. During fiscal 2021 and fiscal 2020 Stock Options A summary of stock option activity for fiscal 2021 is as follows: Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in Outstanding at January 30, 2021 58 $ 38.77 4.7 $ — Granted — $ — Exercised — $ — Forfeited or expired — $ — Outstanding at January 29, 2022 58 $ 38.77 3.7 $ — Vested and exercisable at January 29, 2022 58 $ 38.77 3.7 $ — Restricted Stock Units A summary of restricted stock unit activity for fiscal 2021 is as follows: Restricted Stock Units Weighted Average Grant Date Fair Value Non-vested restricted stock units at January 30, 2021 369,621 $ 9.59 Granted 461,031 $ 10.86 Vested (153,517 ) $ 9.44 Forfeited (48,252 ) $ 10.58 Non-vested restricted stock units at January 29, 2022 628,883 $ 10.48 The total fair value of restricted stock units vested during fiscal 2021 and fiscal 2020 was $1,448 and $1,672, respectively. At January 29, 2022, there was $4,767 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 2021, the Company recognized share-based compensation expense of $2,076, including expense of $221 related to non-employees, and related tax benefit of $0. During fiscal 2020, the Company recognized share-based compensation expense of $1,275, including expense of $252 related to non-employees, and related tax benefit of $0. |
Defined Contribution Plan
Defined Contribution Plan | 12 Months Ended |
Jan. 29, 2022 | |
Compensation And Retirement Disclosure [Abstract] | |
Defined Contribution Plan | Note 7. Defined Contribution Plan T he Company maintains a defined contribution plan for employees who meet certain eligibility requirements. Features of these plans allow participants to contribute to a plan a percentage of their annual compensation, subject to IRS limitations. Certain plans also provide for discretionary matching contributions by the Company. As of March 8, 2021, all assets from the Rebecca Taylor, Inc. 401(k) Plan were merged into the Vince Holding Corp. 401(k) Plan. The annual expense incurred by the Company for the defined contribution plan was $472 and $366 in fiscal 2021 and fiscal 2020, respectively. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Jan. 29, 2022 | |
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. As of January 29, 2022 and January 30, 2021, the Company had 11,986,127 and 11,809,023 shares issued and outstanding, respectively. At-the-Market Offering On September 9, 2021, the Company filed a shelf registration statement on Form S-3, which was declared effective on September 21, 2021 (the “Registration Statement”). Under the Registration Statement, the Company may offer and sell up to 3,000,000 shares of common stock from time to time in one or more offerings at prices and terms to be determined at the time of the sale. In connection with the filing of the Registration Statement, the Company entered into an Open Market Sale Agreement SM Dividends The Company has not paid dividends, and the Company’s current ability to pay such dividends is restricted by the terms of its debt agreements. The Company’s future dividend policy will be determined on a yearly basis and will depend on earnings, financial condition, capital requirements, and certain other factors. The Company does not expect to declare dividends with respect to its common stock in the foreseeable future. |
Earnings (Loss) Per Share
Earnings (Loss) Per Share | 12 Months Ended |
Jan. 29, 2022 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) Per Share | Note 9. Earnings (Loss) Per Share Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Except when the effect would be anti-dilutive, diluted earnings (loss) per share is calculated based on the weighted average number of shares of common stock outstanding plus the dilutive effect of share-based awards calculated under the treasury stock method. In periods when we have a net loss, share-based awards are excluded from our calculation of earnings per share as their inclusion would have an anti-dilutive effect. The following is a reconciliation of weighted average basic shares to weighted average diluted shares outstanding: Fiscal Year 2021 2020 Weighted-average shares—basic 11,902,307 11,769,689 Effect of dilutive equity securities — — Weighted-average shares—diluted 11,902,307 11,769,689 Because the Company incurred a net loss for the fiscal years ended January 29, 2022 and January 30, 2021, weighted-average basic shares and weighted-average diluted shares outstanding are equal for these periods. |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 29, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 10. Income Taxes The provision for income taxes consisted of the following: Fiscal Year (in thousands) 2021 2020 Current: Domestic: Federal $ — $ — State 159 152 Foreign 42 27 Total current 201 179 Deferred: Domestic: Federal 1,603 1,365 State 2,777 322 Foreign — — Total deferred 4,380 1,687 Total provision for income taxes $ 4,581 $ 1,866 The sources of income (loss) before provision for income taxes are from the United States, the Company’s subsidiaries in the United Kingdom and the Company’s French branch. The Company files U.S. federal income tax returns and income tax returns in various state and local jurisdictions. Current income taxes are the amounts payable under the respective tax laws and regulations on each year’s earnings. Deferred income tax assets and liabilities represent the tax effects of revenues, costs and expenses, which are recognized for tax purposes in different periods from those used for financial statement purposes. The provision for income taxes was $4,581 for the year ended January 29, 2022 and primarily represents the non-cash deferred tax expense created by the current period amortization of indefinite-lived goodwill and intangible assets for tax but not for book purposes. A portion of these deferred tax liabilities cannot be used as a source to support the realization of certain deferred tax assets related to the Company’s net operating losses which results in tax expense to record these deferred tax liabilities. Additionally, the provision for income taxes for the year ended January 29, 2022 included a correction of an error of $882 related to the state tax impact of the non-cash deferred tax expense created by the amortization of indefinite-lived goodwill and intangible assets as previously recorded in the fourth quarter of fiscal 2020 and $575 related to additional non-cash deferred tax expense that should have been recorded in fiscal 2020 for the correction of the prior period tax amortization recorded in the current period on the aforementioned indefinite-lived goodwill and intangible assets. A reconciliation of the federal statutory income tax rate to the effective tax rate is as follows: Fiscal Year 2021 2020 Statutory federal rate 21.0 % 21.0 % State taxes, net of federal benefit (8.2 )% 3.6 % Valuation allowance (68.1 )% (29.1 )% Return to provision adjustment 0.3 % 1.1 % Non-deductible Officers Compensation (0.9 )% 0.0 % Rate Differential on Foreign Income (0.6 )% (0.1 )% Other 0.1 % 0.6 % Total (56.4 )% (2.9 )% Deferred income tax assets and liabilities consisted of the following: January 29, January 30, (in thousands) 2022 2021 Deferred tax assets: Depreciation and amortization $ 6,362 $ 7,700 Employee related costs 1,690 1,114 Allowance for asset valuations 2,439 2,604 Accrued expenses 394 358 Lease liability 29,876 29,900 Net operating losses 119,625 108,994 Tax credits 92 92 Interest expense 1,281 — Other 452 290 Total deferred tax assets 162,211 151,052 Less: valuation allowances (126,640 ) (119,425 ) Net deferred tax assets 35,571 31,627 Deferred tax liabilities: Indefinite lived intangibles (18,067 ) (8,213 ) ROU assets (23,571 ) (23,102 ) Other — (2,000 ) Total deferred tax liabilities (41,638 ) (33,315 ) Net deferred tax (liability) asset $ (6,067 ) $ (1,688 ) Included in: Deferred income tax asset $ — $ — Deferred income tax liability (6,067 ) (1,688 ) Net deferred tax liability $ (6,067 ) $ (1,688 ) As of January 29, 2022, the Company had a gross federal net operating loss of $452,443 (federal tax effected amount of $95,013) for federal income tax purposes that may be used to reduce future federal taxable income. The net operating losses for federal income tax purposes of $275,685 will expire between 2030 and 2038 for losses incurred in tax years beginning before January 1, 2018. Net operating losses of $176,758 incurred in tax years beginning after January 1, 2018 will have an indefinite carryforward period. As of January 29, 2022, the Company had gross state net operating loss carryforward of $544,109 (tax effected net of federal benefit of $24,857) that may be used to reduce future state taxable income. The net operating loss carryforwards for state income tax purposes expire between 2028 and 2041. As of January 29, 2022, the Company had total deferred tax assets including net operating loss carryforwards, reduced for uncertain tax positions, of $120,572, of which $94,964 and $25,370 were attributable to federal and domestic state and local jurisdictions, respectively. The valuation allowance for deferred tax assets was $126,640 at January 29, 2022, increasing $7,215 from the valuation allowance for deferred tax assets of $119,425 at January 30, 2021. During fiscal 2021, the Company maintained a full valuation allowance on all deferred tax assets that have a definite life as the Company does not believe it is more likely than not that such deferred tax assets will be recognized. Indefinite-lived net operating losses have been recognized to the extent the Company believes they can be utilized against indefinite-lived deferred tax liabilities. Adjustments to the valuation allowance are made when there is a change in management’s assessment of the amount of deferred tax assets that are realizable. A reconciliation of the beginning and ending amount of gross unrecognized tax benefits, excluding interest and penalties, is as follows: Fiscal Year (in thousands) 2021 2020 Beginning balance $ 2,304 $ 2,304 Increases for tax positions in current year — — Increases for tax positions in prior years — — Decreases for tax positions in prior years (1,748 ) — Ending balance $ 556 $ 2,304 As of January 29, 2022 and January 30, 2021, the Company had unrecognized tax benefits in the amount of $556 and $2,304, respectively, which would not impact the Company’s effective tax rate if recognized. The statute of limitations does not begin until the net operating losses are utilized. Therefore, the unrecognized tax benefit balance will remain the same until three years after the net operating losses are used to offset taxable income. In fiscal 2021, the Company released $1,748 of the prior reserve for uncertain tax positions that were not needed. As the Company maintains a full valuation allowance, this adjustment did not impact the provision for income taxes. The Company includes accrued interest and penalties on underpayments of income taxes in its income tax provision. As of January 29, 2022 and January 30, 2021, the Company did not have any interest and penalties accrued on its Consolidated Balance Sheets and no related provision or benefit was recognized in each of the Company’s Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended January 29, 2022 and January 30, 2021. Interest is computed on the difference between the tax position recognized net of any unrecognized tax benefits and the amount previously taken or expected to be taken in the Company’s tax returns. With limited exceptions, fiscal years February 2, 2019 through January 29, 2022 remain subject to examination. For years prior to 2019, adjustments can be made by the taxing authorities only to the extent of the net operating losses carried forward. |
Leases
Leases | 12 Months Ended |
Jan. 29, 2022 | |
Leases [Abstract] | |
Leases | Note 11. Leases The Company determines if a contract contains a lease at inception. The Company has operating leases for real estate (primarily retail stores, storage, and office spaces) some of which have initial terms of 10 years, and in many instances can be extended for an additional term, while the Company’s more recent leases are subject to shorter terms as a result of the implementation of the strategy to pursue shorter lease terms. The Company will not include renewal options in the underlying lease term unless the Company is reasonably certain to exercise the renewal option. Substantially all of our leases require a fixed annual rent, and most require the payment of additional rent if store sales exceed a negotiated amount. These percentage rent expenses are considered as variable lease costs and recognized in the consolidated financial statements when incurred. In addition, the Company’s real estate leases may also require additional payments for real estate taxes and other occupancy-related costs which it considers as non-lease components. ROU assets and operating lease liabilities are recognized based upon the present value of the future lease payments over the lease term. As the Company’s leases do not provide an implicit borrowing rate, the Company uses an estimated incremental borrowing rate based upon a combination of market-based factors, such as market quoted forward yield curves and company specific factors, such as the Company’s credit rating, lease size and duration to calculate the present value. The Company does not have any finance leases. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. The weighted-average remaining lease term and weighted-average discount rate for our operating leases are 6.0 years and 6.2% as of January 29, 2022. As a result of COVID-19, the Company did not initially make certain rent payments in fiscal 2020. The Company has recognized any rent payments not made within accounts payable in the accompanying consolidated balance sheet and has continued to recognize rent expense in the Consolidated Statement of Operations and Comprehensive Income (Loss). As a result of discussions with landlords and amendments to existing lease terms, the Company has since made rent payments for its leases. The Company considered the FASB’s guidance regarding lease modifications as a result of the effects of COVID-19 and elected to apply the temporary practical expedient to account for lease changes as variable rent unless an amendment results in a substantial change in the Company's lease obligations, which in those circumstances the Company accounted for such lease change as a lease modification. The impact of rent concessions recorded as either reduction in variable rent or lease modifications was $4,200 for the year ended January 30, 2021 to the Consolidated Statement of Operations and Comprehensive Income (Loss). In addition to the benefits received from the rent concessions as a result of negotiations with landlords, the Company also recorded $1,119 for the year ended January 30, 2021, related to concessions for other occupancy costs such as common area maintenance, real estate taxes, and lease advertising charges. Total lease cost is included in cost of sales and SG&A in the accompanying Consolidated Statement of Operations and Comprehensive Income (Loss) and is recorded net of immaterial sublease income. Some leases have a non-cancelable lease term of less than one year and therefore, the Company has elected to exclude these short-term leases from our ROU asset and lease liabilities. Short term lease costs were immaterial for fiscal year ended January 29, 2022 . The Company’s lease cost is comprised of the following: Fiscal Year (in thousands) 2021 2020 Operating lease cost $ 24,316 $ 23,537 Variable operating lease cost 389 (2,928 ) Total lease cost $ 24,705 $ 20,609 The operating lease cost above included a correction of an error of $501 benefit recorded within SG&A expenses in fiscal year 2021 related to a lease amendment for a retail store location signed in April 2020. The amendment lowered the base rent for fiscal 2021 through fiscal 2023 which was not accounted for upon the signing of the agreement leading to an overstatement of the ROU asset related expenses and lease liability in the first quarter of fiscal 2020. Supplemental cash flow and non-cash information related to leases is as follows: Fiscal Year (in thousands) 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 30,091 $ 22,154 Right-of-use assets obtained in exchange for operating lease liabilities 21,965 22,449 During fiscal 2020, the Company recorded right-of-use assets impairment of approximately $8,556. There was no such impairment for fiscal 2021. As of January 29, 2022, the future maturity of lease liabilities are as follows: January 29, (in thousands) 2022 Fiscal 2022 $ 28,410 Fiscal 2023 28,311 Fiscal 2024 25,201 Fiscal 2025 16,907 Fiscal 2026 11,077 Thereafter 31,882 Total lease payments 141,788 Less: Imputed interest (24,721 ) Total operating lease liabilities $ 117,067 The operating lease payments do not include any renewal options as such leases are not reasonably certain of being renewed as of January 29, 2022 and does not include $11,388 legally binding minimum lease payments for leases signed but not yet commenced. |
Segment and Geographical Financ
Segment and Geographical Financial Information | 12 Months Ended |
Jan. 29, 2022 | |
Segment Reporting [Abstract] | |
Segment and Geographical Financial Information | Note 12. Segment and Geographical Financial Information The Company has identified three reportable segments, as further described below. Management considered both similar and dissimilar economic characteristics, internal reporting and management structures, as well as products, customers, and supply chain logistics to identify the following reportable segments: • Vince Wholesale segment—consists of the Company’s operations to distribute Vince brand products to major department stores and specialty stores in the United States and select international markets; • Vince Direct-to-consumer segment—consists of the Company’s operations to distribute Vince brand products directly to the consumer through its Vince branded full-price specialty retail stores, outlet stores, e-commerce platform, and its subscription service Vince Unfold; and • Rebecca Taylor and Parker segment—consists of the Company’s operations to distribute Rebecca Taylor and Parker brand products to high-end department and specialty stores in the U.S. and select international markets, directly to the consumer through their own branded e-commerce platforms and Rebecca Taylor retail and outlet stores , and through its subscription service Rebecca Taylor RNTD . The accounting policies of the Company’s reportable segments are consistent with those described in Note 1 “Description of Business and Summary of Significant Accounting Policies.” Unallocated corporate expenses are related to the Vince brand and are comprised of SG&A expenses attributable to corporate and administrative activities (such as marketing, design, finance, information technology, legal and human resource departments), and other charges that are not directly attributable to the Company’s Vince Wholesale and Vince Direct-to-consumer reportable segments. Beginning with the fourth quarter of fiscal 2021, the Company changed the allocation methodology for certain corporate operational expenses and assets between Vince Wholesale and Vince Direct-to-consumer segments. The prior period has been updated to conform to the current allocation methodology. These changes did not impact the Company’s previously reported consolidated financial results. Summary information for the Company’s reportable segments is presented below. (in thousands) Vince Wholesale Vince Direct-to-consumer Rebecca Taylor and Parker Unallocated Corporate Total Fiscal Year 2021 Net Sales (1) $ 147,817 $ 135,720 $ 39,146 $ — $ 322,683 Income (loss) before income taxes 45,839 10,873 (9,209 ) (55,626 ) (8,123 ) Depreciation & Amortization 806 2,630 990 2,070 6,496 Capital Expenditures 60 3,434 1,553 8 5,055 Total Assets 64,502 108,019 38,825 125,881 337,227 Fiscal Year 2020 Net Sales (2) $ 105,737 $ 86,326 $ 27,807 $ — $ 219,870 Income (loss) before income taxes (3) (4) (5) 34,462 (25,137 ) (16,128 ) (56,980 ) (63,783 ) Depreciation & Amortization 958 2,993 785 2,162 6,898 Capital Expenditures 177 2,451 532 337 3,497 Total Assets 65,438 106,363 39,514 121,629 332,944 (1) (2) ( 3 ) ( 4 ) ( 5 ) The Company is domiciled in the U.S. and as of January 29, 2022, had no significant international subsidiaries and therefore substantially all of the Company’s sales originate in the U.S. As a result, net sales by destination are not provided. Additionally, substantially all long-lived assets, including property and equipment, are located in the U.S. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jan. 29, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 13. Related Party Transactions Third Lien Credit Agreement On December 11, 2020, Vince, LLC entered into the $20,000 Third Lien Credit Facility pursuant to the Third Lien Credit Agreement, by and among Vince, LLC, as the borrower, SK Financial, as agent and lender, and other lenders from time-to-time party thereto. SK Financial is an affiliate of Sun Capital, whose affiliates own approximately 71% of the Company’s common stock. The Third Lien Credit Facility was reviewed and approved by the Special Committee of the Company’s Board of Directors, consisting solely of directors not affiliated with Sun Capital, which committee was represented by independent legal advisors. See Note 4 “Long-Term Debt and Financing Arrangements” for additional information. Tax Receivable Agreement VHC entered into a Tax Receivable Agreement with the Pre-IPO Stockholders on November 27, 2013. The Company and its former subsidiaries generated certain tax benefits (including NOLs and tax credits) prior to the Restructuring Transactions consummated in connection with the Company’s IPO and will generate certain section 197 intangible deductions (the “Pre-IPO Tax Benefits”), which would reduce the actual liability for taxes that the Company might otherwise be required to pay. The Tax Receivable Agreement provides for payments to the Pre-IPO Stockholders in an amount equal to 85% of the aggregate reduction in taxes payable realized by the Company and its subsidiaries from the utilization of the Pre-IPO Tax Benefits (the “Net Tax Benefit”). For purposes of the Tax Receivable Agreement, the Net Tax Benefit equals (i) with respect to a taxable year, the excess, if any, of (A) the Company’s liability for taxes using the same methods, elections, conventions and similar practices used on the relevant company return assuming there were no Pre-IPO Tax Benefits over (B) the Company’s actual liability for taxes for such taxable year (the “Realized Tax Benefit”), plus (ii) for each prior taxable year, the excess, if any, of the Realized Tax Benefit reflected on an amended schedule applicable to such prior taxable year over the Realized Tax Benefit reflected on the original tax benefit schedule for such prior taxable year, minus (iii) for each prior taxable year, the excess, if any, of the Realized Tax Benefit reflected on the original tax benefit schedule for such prior taxable year over the Realized Tax Benefit reflected on the amended schedule for such prior taxable year; provided, however, that to the extent any of the adjustments described in clauses (ii) and (iii) were reflected in the calculation of the tax benefit payment for any subsequent taxable year, such adjustments shall not be taken into account in determining the Net Tax Benefit for any subsequent taxable year. To the extent that the Company is unable to make the payment under the Tax Receivable Agreement when due under the terms of the Tax Receivable Agreement for any reason, such payment would be deferred and would accrue interest at a default rate of LIBOR plus 500 basis points until paid, instead of the agreed rate of LIBOR plus 200 basis points per annum in accordance with the terms of the Tax Receivable Agreement. While the Tax Receivable Agreement is designed with the objective of causing the Company’s annual cash costs attributable to federal, state and local income taxes (without regard to the Company’s continuing 15% interest in the Pre-IPO Tax Benefits) to be the same as that which the Company would have paid had the Company not had the Pre-IPO Tax Benefits available to offset its federal, state and local taxable income, there are circumstances in which this may not be the case. In particular, the Tax Receivable Agreement provides that any payments by the Company thereunder shall not be refundable. In that regard, the payment obligations under the Tax Receivable Agreement differ from a payment of a federal income tax liability in that a tax refund would not be available to the Company under the Tax Receivable Agreement even if the Company were to incur a net operating loss for federal income tax purposes in a future tax year. Similarly, the Pre-IPO Stockholders will not reimburse the Company for any payments previously made if any tax benefits relating to such payments are subsequently disallowed, although the amount of any such tax benefits subsequently disallowed will reduce future payments (if any) otherwise owed to such Pre-IPO Stockholders. In addition, depending on the amount and timing of the Company’s future earnings (if any) and on other factors including the effect of any limitations imposed on the Company’s ability to use the Pre-IPO Tax Benefits, it is possible that all payments required under the Tax Receivable Agreement could become due within a relatively short period of time following consummation of the Company’s IPO. If the Company had not entered into the Tax Receivable Agreement, the Company would be entitled to realize the full economic benefit of the Pre-IPO Tax Benefits to the extent allowed by federal, state, and local law. The Tax Receivable Agreement is designed with the objective of causing the Company’s annual cash costs attributable to federal, state and local income taxes (without regard to the Company’s continuing 15% interest in the Pre-IPO Tax Benefits) to be the same as the Company would have paid had the Company not had the Pre-IPO Tax Benefits available to offset its federal, state and local taxable income. As a result, stockholders who purchased shares in the IPO are not entitled to the economic benefit of the Pre-IPO Tax Benefits that would have been available if the Tax Receivable Agreement were not in effect, except to the extent of the Company’s continuing 15% interest in the Pre-IPO Benefits. Additionally, the payments the Company makes to the Pre-IPO Stockholders under the Tax Receivable Agreement are not expected to give rise to any incidental tax benefits to the Company, such as deductions or an adjustment to the basis of the Company’s assets. An affiliate of Sun Capital may elect to terminate the Tax Receivable Agreement upon the occurrence of a Change of Control (as defined below). In connection with any such termination, the Company is obligated to pay the present value (calculated at a rate per annum equal to LIBOR plus 200 basis points as of such date) of all remaining Net Tax Benefit payments that would be required to be paid to the Pre-IPO Stockholders from such termination date, applying the valuation assumptions set forth in the Tax Receivable Agreement (the “Early Termination Period”). “Change of control,” as defined in the Tax Receivable Agreement shall mean an event or series of events by which (i) VHC shall cease directly or indirectly to own 100% of the capital stock of Vince, LLC; (ii) any “person” or “group” (as such terms are used in Section 13(d) and 14(d) of the Exchange Act), other than one or more permitted investors, shall be the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of capital stock having more, directly or indirectly, than 35% of the total voting power of all outstanding capital stock of Vince Holding Corp. in the election of directors, unless at such time the permitted investors are direct or indirect “beneficial owners” (as so defined) of capital stock of Vince Holding Corp. having a greater percentage of the total voting power of all outstanding capital stock of VHC in the election of directors than that owned by each other “person” or “group” described above; (iii) for any reason whatsoever, a majority of the board of directors of VHC shall not be continuing directors; or (iv) a “Change of Control” (or comparable term) shall occur under (x) any term loan or revolving credit facility of VHC or its subsidiaries or (y) any unsecured, senior, senior subordinated or subordinated indebtedness of VHC or its subsidiaries, if, in each case, the outstanding principal amount thereof is in excess of $ 15,000 . The Company may also terminate the Tax Receivable Agreement by paying the Early Termination Payment (as defined therein) to the Pre-IPO Stockholders. Additionally, the Tax Receivable Agreement provides that in the event that the Company breaches any material obligations under the Tax Receivable Agreement by operation of law as a result of the rejection of the Tax Receivable Agreement in a case commenced under the Bankruptcy Code, then the Early Termination Payment plus other outstanding amounts under the Tax Receivable Agreement shall become due and payable. The Tax Receivable Agreement will terminate upon the earlier of (i) the date all such tax benefits have been utilized or expired, (ii) the last day of the tax year including the tenth anniversary of the IPO Restructuring Transactions and (iii) the mutual agreement of the parties thereto, unless earlier terminated in accordance with the terms thereof. As of January 29, 2022, the Company’s total obligation under the Tax Receivable Agreement was estimated to be $0 based on projected future pre-tax income. The obligation was originally recorded in connection with the IPO as an adjustment to additional paid-in capital on the Company’s Consolidated Balance Sheet. During the first quarter of fiscal 2020, the obligation under the Tax Receivable Agreement was adjusted as a result of changes in the levels of projected pre-tax income, primarily as a result of COVID-19. The adjustment resulted in a net decrease of $2,320 to the liability under the Tax Receivable Agreement with the corresponding adjustment accounted for within Other (income) expense, net on the Consolidated Statement of Operations and Comprehensive Income (Loss). Sun Capital Consulting Agreements 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 2021 and fiscal 2020 , the Company incurred expenses of $ and $ , respectively, under the Sun Capital Consulting Agreement. Indemnification Agreements The Company has entered into indemnification agreements with each of its executive officers and directors. The indemnification agreements provide the executive officers and directors with contractual rights to indemnification, expense advancement and reimbursement, to the fullest extent permitted under the Delaware General Corporation Law. Amended and Restated Certificate of Incorporation The Company’s amended and restated certificate of incorporation provides that for so long as affiliates of Sun Capital own 30% or more of the Company’s outstanding shares of common stock, Sun Cardinal, a Sun Capital affiliate, has the right to designate a majority of the Company’s board of directors. For so long as Sun Cardinal has the right to designate a majority of the Company’s board of directors, the directors designated by Sun Cardinal may constitute a majority of each committee of the Company’s board of directors (other than the Audit Committee), and the chairman of each of the committees (other than the Audit Committee) may be a director serving on the committee who is selected by affiliates of Sun Capital, provided that, at such time as the Company is not a “controlled company” under the NYSE corporate governance standards, the Company’s committee membership will comply with all applicable requirements of those standards and a majority of the Company’s board of directors will be “independent directors,” as defined under the rules of the NYSE, subject to any applicable phase in requirements. |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts | 12 Months Ended |
Jan. 29, 2022 | |
Valuation And Qualifying Accounts [Abstract] | |
Schedule II Valuation and Qualifying Accounts | SCHEDULE II 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 2021 $ (8,449 ) $ (35,443 ) $ 37,335 $ (6,557 ) Fiscal 2020 (a) (13,734 ) (35,641 ) 40,926 (8,449 ) Allowance for Doubtful Accounts Fiscal 2021 (661 ) 273 9 (379 ) Fiscal 2020 (384 ) (2,194 ) 1,917 (661 ) Valuation Allowances on Deferred Income Taxes Fiscal 2021 (119,425 ) (7,215 ) — (126,640 ) Fiscal 2020 (100,846 ) (18,579 ) — (119,425 ) (a) During fiscal 2021, the Company identified the amount disclosed as “Deductions and Write Offs, net of Recoveries” was overstated by $849, with a corresponding understatement of “End of Period”. The Company concluded this misstatement is not material to the prior period, however, the amounts disclosed in the above schedule have been revised to reflect the correct activity. This misstatement did not impact the Consolidated Balance Sheets, the Consolidated Statements of Operations and Comprehensive Income (Loss) or the Consolidated Statements of Cash Flow for the periods presented |
Description of Business and S_2
Description of Business and Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 29, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Description of Business | (A) Description of Business contemporary womenswear line lauded for its signature prints, romantic detailing and vintage inspired aesthetic, reimagined for a modern era While we continue to believe that the Parker brand complements our portfolio, during the first half of fiscal 2020 the Company decided to pause the creation of new products to focus resources on the operations of the Vince and Rebecca Taylor brands. The Company reaches its customers through a variety of channels, specifically through major wholesale department stores and specialty stores in the United States (“U.S.”) and select international markets, as well as through the Company’s branded retail locations and the Company’s websites. The Company designs products in the U.S. and sources the vast majority of products from contract manufacturers outside the U.S., primarily in Asia. Products are manufactured to meet the Company’s product specifications and labor standards. |
Basis of Presentation | (B) Basis of Presentation The consolidated financial statements include the Company’s accounts and the accounts of the Company’s wholly-owned subsidiaries as of January 29, 2022. 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. |
Fiscal Year | (C) Fiscal Year • References to “fiscal year 2021” or “fiscal 2021” refer to the fiscal year ended January 29, 2022; and • References to “fiscal year 2020” or “fiscal 2020” refer to the fiscal year ended January 30, 2021. Fiscal years 2021 and 2020 consisted of a 52-week period. |
Sources and Uses of Liquidity | (D) Sources and Uses of Liquidity SM The Company’s recent financial results have been, and its future financial results may be, subject to substantial fluctuations, and may be impacted by business conditions and macroeconomic factors, including the impact of the COVID-19 pandemic and the armed conflict between Ukraine and Russia. The Company’s ability to continue to meet its obligations is dependent on its ability to generate positive cash flow from a combination of initiatives and any failure to successfully implement these initiatives could require the Company to implement alternative plans to satisfy its liquidity needs. In the event that the Company is unable to timely service its debt, meet other contractual payment obligations or fund other liquidity needs, the Company may need to refinance all or a portion of its indebtedness before maturity, seek waivers of or amendments to contractual obligations for payment, reduce or delay scheduled expansions and capital expenditures, sell material assets or operations or seek other financing opportunities. |
COVID 19 | (E) COVID-19 The spread of COVID-19, which was declared a pandemic by the World Health Organization in March 2020, remains highly volatile, particularly in light of ongoing vaccination efforts and emerging strains of the virus. In response, we implemented various measures to effectively manage our business as well as the impacts from the COVID-19 pandemic, including (i) serving The unpredictable nature of the COVID-19 pandemic could negatively affect the outcome of the measures intended to address its impact and/or our current expectations of our future business performance . |
Use of Estimates | (F) Use of Estimates The Company considered the COVID-19 related impacts to its estimates including the impairment of property and equipment and operating lease right-of-use assets (“ These estimates may change as the current situation evolves or new events occur. |
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 2021, sales to one wholesale partner accounted for more than ten percent of the Company’s net sales. These sales represented 20% of fiscal 2021 net sales. In fiscal 2020, sales to one wholesale partner accounted for more than ten percent of the Company’s net sales. These sales represented 21% of fiscal 2020 net sales. Three wholesale partners each represented greater than ten percent of the Company’s gross accounts receivable balance as of January 29, 2022, with a corresponding aggregate total of 63% of such balance. Three wholesale partners each represented greater than ten percent of the Company’s gross accounts receivable balance as of January 30, 2021, with a corresponding aggregate total of 67% of such balance. |
Inventories | (I) Inventories The Company has two major suppliers that accounted for approximately 42% of inventory purchases for fiscal 2021. Amounts due to these suppliers were $2,677 and were included in Accounts payable in the Consolidated Balance Sheet as of January 29, 2022. The Company has two major suppliers that accounted for approximately 43% of inventory purchases for fiscal 2020. Amounts due to these suppliers were $2,096 and were included in Accounts payable in the Consolidated Balance Sheet as of January 30, 2021. |
Property and Equipment | (J) Property and Equipment the disposition of property and equipment, the accumulated depreciation is deducted from the original cost and any gain or loss is reflected in current earnings. Property and equipment consisted of the following: January 29, January 30, (in thousands) 2022 2021 Leasehold improvements $ 43,058 $ 41,155 Furniture, fixtures and equipment 13,751 14,596 Capitalized software 14,830 12,516 Construction in process 696 1,240 Total property and equipment 72,335 69,507 Less: accumulated depreciation (55,218 ) (51,766 ) Property and equipment, net $ 17,117 $ 17,741 Depreciation expense was $5,644 and $5,979 for fiscal 2021 and fiscal 2020, respectively. |
Impairment of Long-lived Assets | (K) Impairment of Long-lived Assets During fiscal 2020, the Company recorded non-cash asset impairment charges of $13,026, within Impairment of long-lived assets on the Consolidated Statements of Operations and Comprehensive Income (Loss), related to the impairment of certain retail stores as the carrying values were determined not to be recoverable. The impairment charges consisted of $4,470 related to property and equipment and $8,556 related to operating lease right-of-use assets. The carrying amounts of these assets were adjusted to their estimated fair values. |
Goodwill and Other Intangible Assets | (L) Goodwill and Other Intangible Assets Goodwill is not allocated to the Company’s operating segments in the measure of segment assets regularly reported to and used by management, however goodwill is allocated to operating segments (goodwill reporting units) for the purpose of the annual impairment test for goodwill. Goodwill represents the excess of the cost of acquired businesses over the fair market value of the identifiable net assets. The indefinite-lived intangible assets are the Vince tradename and the Rebecca Taylor 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. 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 assets using a discounted cash flow valuation analysis, which is based on the “relief from royalty” methodology. This methodology assumes that in lieu of ownership, a third party would be willing to pay a royalty in order to exploit the related benefits of these types of assets. The relief from royalty approach is dependent on a number of factors, including estimates of projected revenues , royalty rates in the category of intellectual property, 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. During the first quarter of fiscal 2020, the Company determined that a triggering event had occurred as a result of changes to the Company’s long-term projections driven by the impacts of COVID-19. The change in performance was primarily driven by the shutdown of the wholesale partners’ retail locations domestically and internationally, resulting in reduced orders, decreased revenue and lower current and expected future cash flow. A quantitative impairment test on the goodwill allocated to the Vince Wholesale reporting unit determined that the fair value was below the carrying value. The Company estimated the fair value using a combination of discounted cash flows and market comparisons. “Step one” of the assessment determined that the fair value was below the carrying amount by $9,462, and as a result the Company recorded a goodwill impairment charge of $9,462 within Impairment of goodwill and intangible assets on the Consolidated Statements of Operations and Comprehensive Income (Loss) in fiscal 2020. The Company estimated the fair value of the Vince and Rebecca Taylor tradename indefinite-lived intangible assets using a discounted cash flow valuation analysis which is based on the relief from royalty method and determined that the fair value of the Vince and Rebecca Taylor tradenames were below their carrying amounts. Accordingly, the Company recorded an impairment charge for the Vince and Rebecca Taylor tradename indefinite-lived intangible assets of $4,386, which was recorded within Impairment of goodwill and intangible assets on the Consolidated Statements of Operations and Comprehensive Income (Loss) in fiscal 2020. Determining the fair value of goodwill and other intangible assets is judgmental in nature and requires the use of significant estimates and assumptions, including projected revenues, EBITDA margins, long-term growth rates, working capital, royalty rates in the category of intellectual property, discount rates and future market conditions, among others. It is possible that estimates of future operating results could change adversely and impact the evaluation of the recoverability of the carrying value of goodwill and intangible assets and that the effect of such changes could be material. In both fiscal 2021 and fiscal 2020, the Company performed its annual impairment test during the fourth quarter. In fiscal 2021, the Company elected to perform a quantitative impairment test on goodwill allocated to the Company’s Vince Wholesale reporting unit. The results of the quantitative test did not result in any impairment because the fair value of the Company’s Vince Wholesale reporting unit exceeded its carrying value. In fiscal 2020, the Company elected to perform a quantitative impairment test on goodwill allocated to the Company’s Vince Wholesale reporting unit. The results of the quantitative test did not result in any impairment because the fair value of the Company’s Vince Wholesale reporting unit exceeded its carrying value. Goodwill was $31,973 as of both January 29, 2022 and January 30, 2021. In the fourth quarter of fiscal 2021, the Company elected to perform a quantitative impairment test on its Vince and Rebecca Taylor tradename intangible assets. The results of the quantitative test did not result in any impairment because the fair value of the Company’s Vince tradename and Rebecca Taylor tradename intangible assets exceeded their carrying values. In the fourth quarter of fiscal 2020, the Company also elected to perform a quantitative impairment test on its Vince and Rebecca Taylor tradename intangible assets. The results of the quantitative test did not result in any impairment because the fair value of the Company’s Vince tradename and Rebecca Taylor tradename intangible assets exceeded their carrying values. Indefinite-lived tradename intangible assets were $71,800 as of both January 29, 2022 and January 30, 2021, which is included within Intangible assets, net in the Consolidated Balance Sheets. The finite-lived intangible assets are comprised of Vince customer relationships which are being amortized on a straight-line basis over their useful lives of 20 years and the Parker tradename intangible asset which is being amortized on a straight-line basis over its useful life of 10 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 |
Leases | (N) Leases Although the Company’s more recent leases are subject to shorter terms as a result of the implementation of the strategy to pursue shorter lease terms, some of the Company’s leases have initial terms of 10 years , and in many instances can be extended for an additional term. T he Company will not include renewal options in the underlying lease term unless the Company is reasonably certain to exercise the renewal option. Substantially all of the Company’s leases require a fixed annual rent, and most require the payment of additional rent if store sales exceed a negotiated amount . These percentage rent expenses are considered as variable lease costs and are recognized in the consolidated financial statements when incurred. In addition, the Company’s real estate leases may also require additional payments for real estate taxes and other occupancy-related costs which it considers as non-lease components. ROU assets and operating lease liabilities are recognized based upon the present value of the future lease payments over the lease term. As the Company’s leases do not provide an implicit borrowing rate, the Company uses an estimated incremental borrowing rate based upon a combination of market-based factors, such as market quoted forward yield curves and company specific factors, such as the Company’s credit rating, lease size and duration to calculate the present value. |
Revenue Recognition | (O) Revenue Recognition Revenue associated with gift cards is recognized upon redemption and unredeemed balances are considered a contract liability and recorded within other accrued expenses, which are subject to escheatment within the jurisdictions in which it operates. As of January 29, 2022 and January 30, 2021, the contract liability was $1,739 and $1,618, respectively. In fiscal 2021, the Company recognized $244 of revenue that was previously included in the contract liability as of January 30, 2021. 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. |
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 (Loss) Per Share | (T) Earnings (Loss) Per Share |
Recent Accounting Pronouncements | (U) Recent Accounting Pronouncements: Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2019- 12: “ Income Taxes Simplifying the Accounting for Income Taxes Recently Issued Accounting Pronouncements In June 2016, the FASB issued ASU 2016-13: “ Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Description of Business and S_3
Description of Business and Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: January 29, January 30, (in thousands) 2022 2021 Leasehold improvements $ 43,058 $ 41,155 Furniture, fixtures and equipment 13,751 14,596 Capitalized software 14,830 12,516 Construction in process 696 1,240 Total property and equipment 72,335 69,507 Less: accumulated depreciation (55,218 ) (51,766 ) Property and equipment, net $ 17,117 $ 17,741 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Goodwill And Intangible Assets Disclosure [Abstract] | |
Summary of Net Goodwill Balances | Net goodwill balances and changes therein by segment were as follows: (in thousands) Vince Wholesale Vince Direct-to-consumer Rebecca Taylor and Parker Total Net Goodwill Balance as of January 30, 2021 $ 31,973 $ — $ — $ 31,973 Balance as of January 29, 2022 $ 31,973 $ — $ — $ 31,973 |
Summary of Identifiable Intangible Assets | The following tables present a summary of identifiable intangible assets: (in thousands) Gross Amount Accumulated Amortization Accumulated Impairments Net Book Value Balance as of January 29, 2022 Amortizable intangible assets: Customer relationships $ 31,355 $ (21,635 ) $ (6,115 ) $ 3,605 Tradenames 13,100 (143 ) (12,527 ) 430 Indefinite-lived intangible assets: Tradenames 110,986 — (39,186 ) 71,800 Total intangible assets $ 155,441 $ (21,778 ) $ (57,828 ) $ 75,835 (in thousands) Gross Amount Accumulated Amortization Accumulated Impairments Net Book Value Balance as of January 30, 2021 Amortizable intangible assets: Customer relationships $ 31,355 $ (21,036 ) $ (6,115 ) $ 4,204 Tradenames 13,100 (86 ) (12,527 ) 487 Indefinite-lived intangible assets: Tradenames 110,986 — (39,186 ) 71,800 Total intangible assets $ 155,441 $ (21,122 ) $ (57,828 ) $ 76,491 |
Schedule of Expected Amortization Expense for Identifiable Intangible Assets | Amortization of identifiable intangible assets was $656 and $656 for fiscal 2021 and fiscal 2020, respectively, which is included in SG&A expenses on the Consolidated Statements of Operations and Comprehensive Income (Loss). Amortization expense for each of the fiscal years 2022 to 2026 is expected to be as follows: Future (in thousands) Amortization 2022 $ 655 2023 655 2024 655 2025 655 2026 655 Total next 5 fiscal years $ 3,275 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Non-Financial Assets Measured at Fair Value on Nonrecurring Basis | The following table presents the non-financial assets the Company measured at fair value on a non-recurring basis in fiscal 2020, based on such fair value hierarchy. There were no losses on these non-financial assets taken in fiscal 2021. Net Carrying Value as of Fair Value Measured and Recorded at Reporting Date Using: Total Losses - Year Ended (in thousands) January 30, 2021 Level 1 Level 2 Level 3 January 30, 2021 Property and equipment $ 8,922 $ — $ — $ 8,922 $ 4,470 (1) Goodwill 31,973 — — 31,973 9,462 (2) Tradenames - Indefinite-lived 71,800 — — 71,800 4,386 (2) ROU Assets 76,101 — — 76,101 8,556 (1) (1) (2) |
Long-Term Debt and Financing _2
Long-Term Debt and Financing Arrangements (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Debt Instrument [Line Items] | |
Summary of Debt Obligations | Debt obligations consisted of the following: January 29, January 30, (in thousands) 2022 2021 Long-term debt: Term Loan Facilities $ 35,000 $ 24,750 Revolving Credit Facilities 34,624 40,399 Third Lien Credit Facility 23,087 20,748 Total debt principal 92,711 85,897 Less: current portion of long-term debt 2,625 — Less: deferred financing costs 1,217 1,412 Total long-term debt $ 88,869 $ 84,485 |
Term Loan Credit Facility [Member] | |
Debt Instrument [Line Items] | |
Schedule of Maturities of Term Loan Credit Facility | Scheduled maturities of the Term Loan Credit Facility are as follows: Term Loan Credit (in thousands) Facility Maturity Fiscal 2022 $ 2,625 Fiscal 2023 3,500 Fiscal 2024 3,500 Fiscal 2025 3,500 Fiscal 2026 21,875 Total $ 35,000 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | |
Summary of Stock Option Activity | A summary of stock option activity for fiscal 2021 is as follows: Stock Options Weighted Average Exercise Price Weighted Average Remaining Contractual Term (years) Aggregate Intrinsic Value (in Outstanding at January 30, 2021 58 $ 38.77 4.7 $ — Granted — $ — Exercised — $ — Forfeited or expired — $ — Outstanding at January 29, 2022 58 $ 38.77 3.7 $ — Vested and exercisable at January 29, 2022 58 $ 38.77 3.7 $ — |
Schedule of Restricted Stock Units Activity | A summary of restricted stock unit activity for fiscal 2021 is as follows: Restricted Stock Units Weighted Average Grant Date Fair Value Non-vested restricted stock units at January 30, 2021 369,621 $ 9.59 Granted 461,031 $ 10.86 Vested (153,517 ) $ 9.44 Forfeited (48,252 ) $ 10.58 Non-vested restricted stock units at January 29, 2022 628,883 $ 10.48 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
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 2021 2020 Weighted-average shares—basic 11,902,307 11,769,689 Effect of dilutive equity securities — — Weighted-average shares—diluted 11,902,307 11,769,689 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | The provision for income taxes consisted of the following: Fiscal Year (in thousands) 2021 2020 Current: Domestic: Federal $ — $ — State 159 152 Foreign 42 27 Total current 201 179 Deferred: Domestic: Federal 1,603 1,365 State 2,777 322 Foreign — — Total deferred 4,380 1,687 Total provision for income taxes $ 4,581 $ 1,866 |
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 2021 2020 Statutory federal rate 21.0 % 21.0 % State taxes, net of federal benefit (8.2 )% 3.6 % Valuation allowance (68.1 )% (29.1 )% Return to provision adjustment 0.3 % 1.1 % Non-deductible Officers Compensation (0.9 )% 0.0 % Rate Differential on Foreign Income (0.6 )% (0.1 )% Other 0.1 % 0.6 % Total (56.4 )% (2.9 )% |
Schedule of Deferred Income Tax Assets and Liabilities | Deferred income tax assets and liabilities consisted of the following: January 29, January 30, (in thousands) 2022 2021 Deferred tax assets: Depreciation and amortization $ 6,362 $ 7,700 Employee related costs 1,690 1,114 Allowance for asset valuations 2,439 2,604 Accrued expenses 394 358 Lease liability 29,876 29,900 Net operating losses 119,625 108,994 Tax credits 92 92 Interest expense 1,281 — Other 452 290 Total deferred tax assets 162,211 151,052 Less: valuation allowances (126,640 ) (119,425 ) Net deferred tax assets 35,571 31,627 Deferred tax liabilities: Indefinite lived intangibles (18,067 ) (8,213 ) ROU assets (23,571 ) (23,102 ) Other — (2,000 ) Total deferred tax liabilities (41,638 ) (33,315 ) Net deferred tax (liability) asset $ (6,067 ) $ (1,688 ) Included in: Deferred income tax asset $ — $ — Deferred income tax liability (6,067 ) (1,688 ) Net deferred tax liability $ (6,067 ) $ (1,688 ) |
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) 2021 2020 Beginning balance $ 2,304 $ 2,304 Increases for tax positions in current year — — Increases for tax positions in prior years — — Decreases for tax positions in prior years (1,748 ) — Ending balance $ 556 $ 2,304 |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Leases [Abstract] | |
Summary of Lease Cost | The Company’s lease cost is comprised of the following: Fiscal Year (in thousands) 2021 2020 Operating lease cost $ 24,316 $ 23,537 Variable operating lease cost 389 (2,928 ) Total lease cost $ 24,705 $ 20,609 |
Schedule of Supplemental Cash Flow and Non-cash Information Related to Leases | Supplemental cash flow and non-cash information related to leases is as follows: Fiscal Year (in thousands) 2021 2020 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 30,091 $ 22,154 Right-of-use assets obtained in exchange for operating lease liabilities 21,965 22,449 |
Summary of Future Maturity of Lease Liabilities | As of January 29, 2022, the future maturity of lease liabilities are as follows: January 29, (in thousands) 2022 Fiscal 2022 $ 28,410 Fiscal 2023 28,311 Fiscal 2024 25,201 Fiscal 2025 16,907 Fiscal 2026 11,077 Thereafter 31,882 Total lease payments 141,788 Less: Imputed interest (24,721 ) Total operating lease liabilities $ 117,067 |
Segment and Geographical Fina_2
Segment and Geographical Financial Information (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Segment Reporting [Abstract] | |
Summary of Reportable Segments Information | Summary information for the Company’s reportable segments is presented below. (in thousands) Vince Wholesale Vince Direct-to-consumer Rebecca Taylor and Parker Unallocated Corporate Total Fiscal Year 2021 Net Sales (1) $ 147,817 $ 135,720 $ 39,146 $ — $ 322,683 Income (loss) before income taxes 45,839 10,873 (9,209 ) (55,626 ) (8,123 ) Depreciation & Amortization 806 2,630 990 2,070 6,496 Capital Expenditures 60 3,434 1,553 8 5,055 Total Assets 64,502 108,019 38,825 125,881 337,227 Fiscal Year 2020 Net Sales (2) $ 105,737 $ 86,326 $ 27,807 $ — $ 219,870 Income (loss) before income taxes (3) (4) (5) 34,462 (25,137 ) (16,128 ) (56,980 ) (63,783 ) Depreciation & Amortization 958 2,993 785 2,162 6,898 Capital Expenditures 177 2,451 532 337 3,497 Total Assets 65,438 106,363 39,514 121,629 332,944 (1) (2) ( 3 ) ( 4 ) ( 5 ) |
Description of Business and S_4
Description of Business and Summary of Significant Accounting Policies - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | |||
Jan. 29, 2022USD ($) | Jan. 30, 2021USD ($) | Feb. 01, 2020USD ($) | Jan. 29, 2022USD ($)CustomerSupplier | Jan. 30, 2021USD ($)Customer | |
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Finished goods, net of reserves | $ 78,564,000 | $ 68,226,000 | $ 78,564,000 | $ 68,226,000 | |
Number of major suppliers | Supplier | 2 | ||||
Percentage of inventory purchases | 42.00% | 43.00% | 42.00% | 43.00% | |
Amounts due to suppliers included in accounts payable | $ 2,677,000 | $ 2,096,000 | $ 2,677,000 | $ 2,096,000 | |
Depreciation expense | 5,644,000 | 5,979,000 | |||
Impairment of long-lived assets | 13,026,000 | ||||
Impairment of operating lease right of use asset | 0 | 8,556,000 | |||
Goodwill | 31,973,000 | 31,973,000 | $ 31,973,000 | 31,973,000 | |
Impairment of goodwill | $ 0 | 0 | 9,462,000 | ||
Initial terms of operating leases | 10 years | 10 years | |||
Option to extend, existence, operating leases | true | ||||
Revenue associated with new customer included In net sales | $ 758,000 | ||||
Contract liability | $ 1,739,000 | 1,618,000 | 1,739,000 | 1,618,000 | |
Revenue recognized included in contract liability | 244,000 | ||||
Marketing and advertising expense | $ 16,287,000 | 11,851,000 | |||
Change in Accounting Principle, Accounting Standards Update, Adopted [true false] | true | true | |||
Change in Accounting Principle, Accounting Standards Update, Adoption Date | Jan. 31, 2021 | Jan. 31, 2021 | |||
Change in Accounting Principle, Accounting Standards Update, Immaterial Effect [true false] | true | true | |||
Accounting Standards Update Extensible List | us-gaap:AccountingStandardsUpdate201815Member | ||||
Advertising [Member] | |||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Deferred production expenses associated with company-directed advertising | $ 443,000 | 447,000 | $ 443,000 | 447,000 | |
Vince [Member] | Customer Relationships [Member] | |||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated economic useful life of intangibles | 20 years | ||||
Rebecca Taylor And Parker | Tradename [Member] | |||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Estimated economic useful life of intangibles | 10 years | ||||
Tradename [Member] | |||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Impairment of intangible assets | 0 | 0 | $ 0 | ||
Indefinite-lived intangible assets | 71,800,000 | 71,800,000 | $ 71,800,000 | 71,800,000 | |
Vince Wholesale [Member] | |||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Goodwill | 9,462,000 | ||||
Impairment of goodwill | 9,462,000 | ||||
Vince and Rebecca Taylor [Member] | Tradename [Member] | |||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Impairment of intangible assets | 4,386,000 | ||||
Wholesale [Member] | Vince [Member] | |||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Goodwill | $ 31,973,000 | 31,973,000 | $ 31,973,000 | 31,973,000 | |
Impairment of goodwill | $ 0 | $ 0 | |||
Property and Equipment [Member] | |||||
Description Of Business And Summary Of Significant Accounting Policies [Line Items] | |||||
Impairment of long-lived assets | $ 4,470,000 | ||||
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 | 10 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 | 1 | 1 | |||
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 | 20.00% | 21.00% | |||
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 | 63.00% | 67.00% |
Description of Business and S_5
Description of Business and Summary of Significant Accounting Policies - Schedule of Property and Equipment (Detail) - USD ($) $ in Thousands | Jan. 29, 2022 | Jan. 30, 2021 |
Property And Equipment [Line Items] | ||
Total property and equipment | $ 72,335 | $ 69,507 |
Less: accumulated depreciation | (55,218) | (51,766) |
Property and equipment, net | 17,117 | 17,741 |
Leasehold Improvements [Member] | ||
Property And Equipment [Line Items] | ||
Total property and equipment | 43,058 | 41,155 |
Furniture, Fixtures and Equipment [Member] | ||
Property And Equipment [Line Items] | ||
Total property and equipment | 13,751 | 14,596 |
Capitalized Software [Member] | ||
Property And Equipment [Line Items] | ||
Total property and equipment | 14,830 | 12,516 |
Construction in Process [Member] | ||
Property And Equipment [Line Items] | ||
Total property and equipment | $ 696 | $ 1,240 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Summary of Goodwill Balances (Detail) $ in Thousands | Jan. 29, 2022USD ($) |
Goodwill [Line Items] | |
Beginning balance - Total Net Goodwill | $ 31,973 |
Ending balance - Total Net Goodwill | 31,973 |
Vince [Member] | Wholesale [Member] | |
Goodwill [Line Items] | |
Beginning balance - Total Net Goodwill | 31,973 |
Ending balance - Total Net Goodwill | $ 31,973 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | Jan. 29, 2022 | Jan. 30, 2021 | |
Identifiable Intangible Assets [Line Items] | |||||
Accumulated impairments goodwill | $ 101,845,000 | $ 101,845,000 | $ 101,845,000 | $ 101,845,000 | |
Goodwill | 31,973,000 | 31,973,000 | 31,973,000 | 31,973,000 | |
Impairment of goodwill | 0 | 0 | 9,462,000 | ||
Amortization of identifiable intangible assets | 656,000 | 656,000 | |||
Tradenames [Member] | |||||
Identifiable Intangible Assets [Line Items] | |||||
Impairment of intangible assets | 0 | 0 | $ 0 | ||
Vince [Member] | Wholesale [Member] | |||||
Identifiable Intangible Assets [Line Items] | |||||
Goodwill | 31,973,000 | 31,973,000 | 31,973,000 | $ 31,973,000 | |
Impairment of goodwill | $ 0 | $ 0 | |||
Vince [Member] | Wholesale [Member] | Discounted Cash Flows and Market Comparisons [Member] | |||||
Identifiable Intangible Assets [Line Items] | |||||
Goodwill | $ 9,462,000 | 9,462,000 | |||
Impairment of goodwill | 9,462,000 | ||||
Vince and Rebecca Taylor [Member] | Tradenames [Member] | |||||
Identifiable Intangible Assets [Line Items] | |||||
Impairment of intangible assets | $ 4,386,000 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Summary of Identifiable Intangible Assets (Detail) - USD ($) $ in Thousands | Jan. 29, 2022 | Jan. 30, 2021 |
Identifiable Intangible Assets [Line Items] | ||
Gross Amount | $ 155,441 | $ 155,441 |
Accumulated Amortization | (21,778) | (21,122) |
Total Intangible assets, Accumulated impairments | (57,828) | (57,828) |
Net Book Value | 75,835 | 76,491 |
Tradenames [Member] | ||
Identifiable Intangible Assets [Line Items] | ||
Gross Amount | 110,986 | 110,986 |
Total Intangible assets, Accumulated impairments | (39,186) | (39,186) |
Net Book Value | 71,800 | 71,800 |
Customer Relationships [Member] | ||
Identifiable Intangible Assets [Line Items] | ||
Gross Amount | 31,355 | 31,355 |
Accumulated Amortization | (21,635) | (21,036) |
Accumulated Impairments | (6,115) | (6,115) |
Net Book Value | 3,605 | 4,204 |
Tradenames [Member] | ||
Identifiable Intangible Assets [Line Items] | ||
Gross Amount | 13,100 | 13,100 |
Accumulated Amortization | (143) | (86) |
Accumulated Impairments | (12,527) | (12,527) |
Net Book Value | $ 430 | $ 487 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets - Schedule of Expected Amortization Expense for Identifiable Intangible Assets (Detail) $ in Thousands | Jan. 29, 2022USD ($) |
Goodwill And Intangible Assets Disclosure [Abstract] | |
2022 | $ 655 |
2023 | 655 |
2024 | 655 |
2025 | 655 |
2026 | 655 |
Total next 5 fiscal years | $ 3,275 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Jan. 29, 2022 | Sep. 07, 2021 | Jan. 30, 2021 | Dec. 11, 2020 |
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Non-financial assets recognized at fair value | $ 0 | $ 0 | ||
Non-financial liabilities recognized at fair value | 0 | 0 | ||
Total long-term debt principal | 92,711,000 | 85,897,000 | ||
Term Loan Credit Facility [Member] | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Total long-term debt principal | 35,000,000 | $ 35,000,000 | ||
Term Loan Credit Facility [Member] | Level 3 [Member] | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Fair value of term loan facility | 35,000,000 | |||
Third Lien Credit Agreement [Member] | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Total long-term debt principal | 23,087,000 | $ 20,748,000 | $ 20,000,000 | |
Third Lien Credit Agreement [Member] | Level 3 [Member] | ||||
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items] | ||||
Fair value of term loan facility | $ 23,000,000 |
Fair Value Measurements - Summa
Fair Value Measurements - Summary of Non-Financial Assets Measured at Fair Value on Nonrecurring Basis (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Jan. 29, 2022 | Jan. 30, 2021 | |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Property and equipment, net | $ 17,117,000 | $ 17,741,000 | $ 17,117,000 | $ 17,741,000 |
Goodwill | 31,973,000 | 31,973,000 | 31,973,000 | 31,973,000 |
Operating lease right-of-use assets, net | 92,677,000 | 91,982,000 | 92,677,000 | 91,982,000 |
Impairment of long-lived assets | 13,026,000 | |||
Goodwill, Total Losses | 0 | 0 | 9,462,000 | |
ROU Assets, Total Losses | 0 | 8,556,000 | ||
Property and Equipment [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Impairment of long-lived assets | 4,470,000 | |||
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 | 8,922,000 | 8,922,000 | ||
Goodwill, Fair Value | 31,973,000 | 31,973,000 | ||
ROU Assets, Fair Value | 76,101,000 | 76,101,000 | ||
Tradenames [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Tradenames - Indefinite-lived | $ 71,800,000 | 71,800,000 | $ 71,800,000 | 71,800,000 |
Tradenames - Indefinite-lived, Total Losses | 4,386,000 | |||
Tradenames [Member] | Level 3 [Member] | Fair Value Measurements Nonrecurring [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Tradenames - Indefinite-lived, Fair Value | 71,800,000 | 71,800,000 | ||
Net Carrying Value [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Property and equipment, net | 8,922,000 | 8,922,000 | ||
Goodwill | 31,973,000 | 31,973,000 | ||
Operating lease right-of-use assets, net | 76,101,000 | 76,101,000 | ||
Net Carrying Value [Member] | Tradenames [Member] | ||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||
Tradenames - Indefinite-lived | $ 71,800,000 | $ 71,800,000 |
Long-Term Debt and Financing _3
Long-Term Debt and Financing Arrangements - Summary of Debt Obligations (Detail) - USD ($) | Jan. 29, 2022 | Jan. 30, 2021 | Dec. 11, 2020 |
Long-term debt: | |||
Total debt principal | $ 92,711,000 | $ 85,897,000 | |
Less: current portion of long-term debt | 2,625,000 | ||
Less: deferred financing costs | 1,217,000 | 1,412,000 | |
Total long-term debt | 88,869,000 | 84,485,000 | |
Term Loan Facilities [Member] | |||
Long-term debt: | |||
Total debt principal | 35,000,000 | 24,750,000 | |
Revolving Credit Facilities [Member] | |||
Long-term debt: | |||
Total debt principal | 34,624,000 | 40,399,000 | |
Third Lien Credit Agreement [Member] | |||
Long-term debt: | |||
Total debt principal | $ 23,087,000 | $ 20,748,000 | $ 20,000,000 |
Long-Term Debt and Financing _4
Long-Term Debt and Financing Arrangements - Additional Information (Detail) - USD ($) | Sep. 07, 2021 | Jun. 07, 2020 | Jan. 29, 2022 | Jan. 29, 2022 | Jan. 30, 2021 |
Debt Instrument [Line Items] | |||||
Total long-term debt principal | $ 92,711,000 | $ 92,711,000 | $ 85,897,000 | ||
Variable rate percentage | 0.00% | ||||
Repayments of borrowings under the Term Loan Credit Facility | 24,750,000 | ||||
Term Loan Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Total long-term debt principal | $ 35,000,000 | 35,000,000 | $ 35,000,000 | ||
Debt instrument, maturity date | Sep. 7, 2026 | ||||
Debt instrument, maturity date description | The Term Loan Credit Facility matures on the earlier of September 7, 2026 and 91 days after the maturity date of the 2018 Revolving Credit Facility | ||||
Term Loan Credit Facility [Member] | Vince, LLC [Member] | |||||
Debt Instrument [Line Items] | |||||
Payments of principal balance | $ 875,000 | ||||
Credit facility, interest rate description | Interest is payable on loans under the Term Loan Credit Facility at a rate equal to the 90-day LIBOR rate, or an alternate applicable reference rate in the event LIBOR is no longer available, subject, in either case, to a 1.0% floor, plus 7.0%. During the continuance of certain specified events of default, interest will accrue on the overdue amount of any loan at a rate of 2.0% in excess of the rate otherwise applicable to such amount. | ||||
Debt instrument, accrued interest rate, percentage | 1.00% | ||||
Variable rate percentage | 7.00% | ||||
Debt instrument, requirement to maintain minimum availability under facility as percentage of commitments | 10.00% | ||||
Debt instrument, requirement to maintain minimum availability under facility as commitments | $ 9,500,000 | ||||
Repayments of borrowings under the Term Loan Credit Facility | $ 0 | ||||
Term Loan Credit Facility [Member] | Vince, LLC [Member] | Pro Forma [Member] | |||||
Debt Instrument [Line Items] | |||||
Percentage of excess availability greater than loan | 25.00% | ||||
Pro forma excess availability | $ 15,000,000 | ||||
Term Loan Credit Facility [Member] | Interest Rate on Overdue Loan Amount [Member] | Vince, LLC [Member] | |||||
Debt Instrument [Line Items] | |||||
Variable rate percentage | 2.00% |
Long-Term Debt and Financing _5
Long-Term Debt and Financing Arrangements - Schedule of Maturities of Term Loan Credit Facility (Detail) - USD ($) $ in Thousands | Jan. 29, 2022 | Sep. 07, 2021 | Jan. 30, 2021 |
Debt Instrument [Line Items] | |||
Total | $ 92,711 | $ 85,897 | |
Term Loan Credit Facility [Member] | |||
Debt Instrument [Line Items] | |||
Fiscal 2022 | 2,625 | ||
Fiscal 2023 | 3,500 | ||
Fiscal 2024 | 3,500 | ||
Fiscal 2025 | 3,500 | ||
Fiscal 2026 | 21,875 | ||
Total | $ 35,000 | $ 35,000 |
Long-Term Debt and Financing _6
Long-Term Debt and Financing Arrangements - Additional Information 1 (Detail) - USD ($) $ in Thousands | Sep. 07, 2021 | Aug. 21, 2018 | Jan. 29, 2022 | Jan. 30, 2021 |
Debt Instrument [Line Items] | ||||
Total long-term debt principal | $ 92,711 | $ 85,897 | ||
Repayment of borrowings under the Term Loan Facilities | $ 24,750 | |||
2018 Term Loan Facility [Member] | Vince, LLC [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 | |||
Repayment of borrowings under the Term Loan Facilities | $ 25,960 | |||
Write-off of remaining deferred financing costs | 758 | |||
2018 Term Loan Facility [Member] | Prepayment Penalty [Member] | Vince, LLC [Member] | ||||
Debt Instrument [Line Items] | ||||
Prepayment penalty | $ 743 |
Long-Term Debt and Financing _7
Long-Term Debt and Financing Arrangements - Additional Information 2 (Detail) | Sep. 07, 2021USD ($) | Dec. 11, 2020USD ($) | Jun. 08, 2020USD ($) | Jun. 07, 2020 | Nov. 04, 2019USD ($) | Aug. 21, 2018USD ($) | Jan. 29, 2022USD ($) | Oct. 30, 2021 | Jan. 30, 2021USD ($) |
Line Of Credit Facility [Line Items] | |||||||||
Variable rate percentage | 0.00% | ||||||||
2018 Revolving Credit Facility [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Amount available under the Revolving Credit Facility | $ 40,620,000 | $ 30,176,000 | |||||||
Amount outstanding under the credit facility | 34,624,000 | 40,399,000 | |||||||
Letters of credit amount outstanding | $ 5,345,000 | $ 5,195,000 | |||||||
Weighted average interest rate for borrowings outstanding | 1.80% | 3.80% | |||||||
Third Revolver Amendment [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Increased Aggregate Commitments amount | $ 110,000,000 | ||||||||
Variable rate percentage | 1.00% | ||||||||
Consolidated Fixed Charge Coverage Ratio | 1 | ||||||||
Maximum percentage of EBITDA | 22.50% | 27.50% | |||||||
Increase in applicable margin rate | 0.75% | ||||||||
Amount requirement to pay down to extent cash on hand | $ 5,000,000 | ||||||||
Cash on hand | 5,000,000 | ||||||||
Secured debt | 8,000,000 | ||||||||
Deferred financing costs | 376,000 | ||||||||
Third Revolver Amendment [Member] | Between September 6, 2020 and January 9, 2021 [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Maximum excess available under facility | 10,000,000 | ||||||||
Third Revolver Amendment [Member] | Between January 10, 2021 and January 31, 2021 [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Maximum excess available under facility | 12,500,000 | ||||||||
Third Revolver Amendment [Member] | All Other Times During Extended Accommodation Period [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Maximum excess available under facility | $ 15,000,000 | ||||||||
Fifth Amendment to 2018 Revolving Credit Facility [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Consolidated Fixed Charge Coverage Ratio | 1 | ||||||||
Increase in applicable margin rate | 0.75% | ||||||||
Deferred financing costs | $ 204,000 | ||||||||
Maximum percentage of EBITDA | 27.50% | 22.50% | |||||||
Cash dominion trigger amount through end of extended accommodation period | $ 15,000,000 | ||||||||
Percentage of loan cap begins after end of extended accommodation period | 12.50% | ||||||||
Maximum loan cap amount begins after end of extended accommodation period | $ 5,000,000 | ||||||||
Fifth Amendment to 2018 Revolving Credit Facility [Member] | Financial Advisor [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Excess availability of loan cap percentage | 25.00% | ||||||||
Fifth Amendment to 2018 Revolving Credit Facility [Member] | Through End of Accommodation Period [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Maximum excess available under facility | $ 7,500,000 | ||||||||
Fifth Amendment to 2018 Revolving Credit Facility [Member] | August 1, 2020 Through End of Extended Accommodation Period [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Maximum excess available under facility | $ 10,000,000 | ||||||||
Vince, LLC [Member] | 2018 Revolving Credit Facility [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Maximum borrowing capacity | $ 80,000,000 | ||||||||
Line of credit facility percentage increase in interest rate in case of default | 2.00% | ||||||||
Percentage of loan less than excess availability | 10.00% | ||||||||
Consolidated Fixed Charge Coverage Ratio | 1 | ||||||||
Vince, LLC [Member] | 2018 Revolving Credit Facility [Member] | Excess Availability Greater Than Twenty Five Percentage | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Percentage of excess availability greater than loan | 25.00% | ||||||||
Pro forma excess availability | $ 12,500,000 | ||||||||
Vince, LLC [Member] | 2018 Revolving Credit Facility [Member] | Pro Forma [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Percentage of excess availability greater than loan | 20.00% | ||||||||
Pro forma excess availability | $ 10,000,000 | ||||||||
Vince, LLC [Member] | 2018 Revolving Credit Facility [Member] | Federal Funds Rate [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Variable rate percentage | 0.50% | ||||||||
Vince, LLC [Member] | 2018 Revolving Credit Facility [Member] | LIBOR [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Variable rate percentage | 1.00% | ||||||||
Vince, LLC [Member] | 2018 Revolving Credit Facility [Member] | Maximum [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Letters of credit sublimit amount | $ 25,000,000 | ||||||||
Increased Aggregate Commitments amount | $ 20,000,000 | ||||||||
Vince, LLC [Member] | Second Amendment to 2018 Revolving Credit Facility [Member] | Maximum [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Total (new) commitments amount | $ 100,000,000 | ||||||||
Vince, LLC [Member] | Second Amendment to 2018 Revolving Credit Facility [Member] | Minimum [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Increased Aggregate Commitments amount | $ 20,000,000 | ||||||||
Vince, LLC [Member] | Amended and Restated Revolving Credit Facility Agreement [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Debt instrument, maturity date description | extends the maturity of the 2018 Revolving Credit Facility to the earlier of June 8, 2026 and 91 days prior to the maturity of the Term Loan Credit Facility | ||||||||
Debt instrument, maturity date | Jun. 8, 2026 | ||||||||
Debt Instrument Percentage By Which Applicable Margins Lowered | 0.75% | ||||||||
Debt instrument, requirement to maintain minimum availability under facility as commitments | $ 9,500,000 | ||||||||
Debt instrument, requirement to maintain minimum availability under facility as percentage of commitments | 10.00% | ||||||||
Vince, LLC [Member] | Amended and Restated Revolving Credit Facility Agreement [Member] | Pro Forma [Member] | |||||||||
Line Of Credit Facility [Line Items] | |||||||||
Cash dominion trigger event, percentage of excess availability greater than loan | 12.50% | ||||||||
Cash dominion trigger event excess availability | $ 11,000,000 |
Long-Term Debt and Financing _8
Long-Term Debt and Financing Arrangements - Additional Information 3 (Detail) - USD ($) $ in Thousands | Sep. 07, 2021 | Dec. 11, 2020 | Jun. 07, 2020 | Jan. 29, 2022 | Jan. 30, 2021 |
Debt Instrument [Line Items] | |||||
Total long-term debt principal | $ 92,711 | $ 85,897 | |||
Variable rate percentage | 0.00% | ||||
Payment for revolving credit facility | 24,750 | ||||
Third Lien Credit Agreement [Member] | |||||
Debt Instrument [Line Items] | |||||
Total long-term debt principal | $ 20,000 | ||||
Closing fee payable in kind | 400 | ||||
Deferred financing costs | $ 485 | ||||
Third Lien Credit Agreement [Member] | 2018 Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Payment for revolving credit facility | $ 20,000 | ||||
Third Lien Credit Agreement [Member] | LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, accrued interest rate, percentage | 1.00% | ||||
Third Lien Credit Agreement [Member] | Minimum [Member] | Interest Rate on Overdue Principal Amount [Member] | |||||
Debt Instrument [Line Items] | |||||
Variable rate percentage | 2.00% | ||||
Third Lien Credit Agreement [Member] | Sun Capital Partners Inc [Member] | |||||
Debt Instrument [Line Items] | |||||
Aggregate ownership of equity securities | 71.00% | ||||
Third Lien First Amendment [Member] | |||||
Debt Instrument [Line Items] | |||||
Debt instrument, maturity date description | Third Lien Credit Facility which amends its terms to extend its maturity to March 6, 2027, revises the interest rate to remove the tiered applicable margins so that the rate is now equal to the 90-day LIBOR rate, or an alternate applicable reference rate in the event LIBOR is no longer available, plus 9.0% at all times, and to reflect the applicable terms of the Term Loan Credit Facility as well as the A&R Revolving Credit Facility Agreement. | ||||
Debt instrument, maturity date | Mar. 6, 2027 | ||||
Third Lien First Amendment [Member] | LIBOR [Member] | |||||
Debt Instrument [Line Items] | |||||
Variable rate percentage | 9.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | Sep. 09, 2020Complaint | Jan. 29, 2022USD ($) |
Commitments And Contingencies Disclosure [Abstract] | ||
Other contractual cash obligations | $ | $ 92,071 | |
Number of complaints dismissed | Complaint | 2 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Detail) - USD ($) | Apr. 26, 2018 | Sep. 30, 2020 | May 31, 2018 | Jan. 29, 2022 | Jan. 30, 2021 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 2,076,000 | $ 1,275,000 | |||
Share-based compensation expense, related tax benefit | 0 | 0 | |||
Non-employees [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense | $ 221,000 | 252,000 | |||
Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
RSUs granted | 461,031 | ||||
Weighted average grant date fair value | $ 10.86 | ||||
Total fair value of restricted stock units vested | $ 1,448,000 | $ 1,672,000 | |||
Unrecognized compensation costs | $ 4,767,000 | ||||
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] | |||||
Additional shares of common stock available for issuance | 1,000,000 | 660,000 | |||
Vince 2013 Incentive Plan [Member] | Employee Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Stock options granted pursuant to the plan, description | typically vest in equal installments over four years, subject to the employees’ continued employment and expire on the earlier of the tenth anniversary of the grant date or upon termination as outlined in the Vince 2013 Incentive Plan | ||||
Vince 2013 Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock options granted pursuant to the plan, description | Restricted stock units (“RSUs”) granted vest in equal installments over a three-year period or vest in equal installments over four years, subject to the employees’ continued employment | ||||
Exchange ratio of stock option description | 1-to-1.7857 | ||||
Exchange ratio of stock option | 178.57% | ||||
Tender offer expiration date | May 24, 2018 | ||||
Tender offer expiration date description | This tender offer expired on 11:59 p.m. Eastern Time on May 24, 2018 (the “Offer Expiration Date”). | ||||
Stock options cancelled | 149,819 | ||||
RSUs granted | 267,538 | ||||
Weighted average grant date fair value | $ 9.15 | ||||
Vince 2013 Incentive Plan [Member] | Replacement RSUs [Member] | Tranche One [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage of Replacement RSUs granted | 10.00% | ||||
Vesting date of Replacement RSUs granted | Apr. 19, 2019 | ||||
Vince 2013 Incentive Plan [Member] | Replacement RSUs [Member] | Tranche Two [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage of Replacement RSUs granted | 20.00% | ||||
Vesting date of Replacement RSUs granted | Apr. 17, 2020 | ||||
Vince 2013 Incentive Plan [Member] | Replacement RSUs [Member] | Tranche Three [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage of Replacement RSUs granted | 25.00% | ||||
Vesting date of Replacement RSUs granted | Apr. 16, 2021 | ||||
Vince 2013 Incentive Plan [Member] | Replacement RSUs [Member] | Tranche Four [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting percentage of Replacement RSUs granted | 45.00% | ||||
Vesting date of Replacement RSUs granted | Apr. 15, 2022 | ||||
Employee Stock Purchase Plan [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Employees contribution, maximum percentage of base compensation | 10.00% | ||||
Maximum contribution per employee | $ 10,000 | ||||
Percentage of fair market value as purchase price of stock | 90.00% | ||||
Shares of common stock issued | 12,011 | 9,024 | |||
Shares available for future issuance | 70,100 | ||||
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 | 1,037,987 | ||||
Maximum [Member] | Vince 2013 Incentive Plan [Member] | Employee Stock Option [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share based compensation, award expiration period | 10 years | ||||
Maximum [Member] | Vince 2013 Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 4 years | ||||
Minimum [Member] | Vince 2013 Incentive Plan [Member] | Restricted Stock Units (RSUs) [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Vesting period | 3 years |
Share-Based Compensation - Summ
Share-Based Compensation - Summary of Stock Option Activity (Detail) - $ / shares | 12 Months Ended | |
Jan. 29, 2022 | Jan. 30, 2021 | |
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract] | ||
Stock Options, Outstanding at beginning of period | 58 | |
Stock Options, Outstanding at end of period | 58 | 58 |
Stock Options, Vested and exercisable at January 30, 2021 | 58 | |
Weighted Average Exercise Price, Outstanding at beginning of period | $ 38.77 | |
Weighted Average Exercise Price, Outstanding at end of period | 38.77 | $ 38.77 |
Weighted Average Exercise Price, Vested and exercisable at January 30, 2021 | $ 38.77 | |
Weighted Average Remaining Contractual Term (years), Outstanding | 3 years 8 months 12 days | 4 years 8 months 12 days |
Weighted Average Remaining Contractual Term (years), Vested and exercisable at January 30, 2021 | 3 years 8 months 12 days |
Share-Based Compensation - Sche
Share-Based Compensation - Schedule of Restricted Stock Units Activity (Detail) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Jan. 29, 2022$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Restricted Stock Units, Non-vested restricted stock units at January 30, 2021 | shares | 369,621 |
Restricted Stock Units, Granted | shares | 461,031 |
Restricted Stock Units, Vested | shares | (153,517) |
Restricted Stock Units, Forfeited | shares | (48,252) |
Restricted Stock Units, Non-vested restricted stock units at January 29, 2022 | shares | 628,883 |
Weighted Average Grant Date Fair Value, Non-vested restricted stock units at January 30, 2021 | $ / shares | $ 9.59 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 10.86 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 9.44 |
Weighted Average Grant Date Fair Value, Forfeited | $ / shares | 10.58 |
Restricted Stock Units, Non-vested restricted stock units at January 29, 2022 | $ / shares | $ 10.48 |
Defined Contribution Plan - Add
Defined Contribution Plan - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 29, 2022 | Jan. 30, 2021 | |
Compensation And Retirement Disclosure [Abstract] | ||
Defined contribution plans annual expense incurred | $ 472 | $ 366 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Sep. 09, 2021 | Jan. 30, 2021 | |
Schedule Of Shareholders Equity [Line Items] | |||
Common stock, shares authorized | 100,000,000 | 100,000,000 | |
Common stock price per share | $ 0.01 | $ 0.01 | |
Common stock, shares issued | 11,986,127 | 11,809,023 | |
Common stock, shares outstanding | 11,986,127 | 11,809,023 | |
Proceeds from common stock issuance | $ 150 | ||
Registration Statement [Member] | |||
Schedule Of Shareholders Equity [Line Items] | |||
Authorized common stock shares available for sale from time to time in one or more offerings | 3,000,000 | ||
At-the-Market Offering [Member] | |||
Schedule Of Shareholders Equity [Line Items] | |||
Common stock, shares authorized | 1,000,000 | ||
Common stock price per share | $ 0.01 | ||
Stock issued during period, shares | 17,134 | ||
Proceeds from common stock issuance | $ 150 | ||
Sale of stock, price per share | $ 8.75 | ||
Remaining shares available under open market sales agreement | 982,866 |
Earnings (Loss) Per Share - Sch
Earnings (Loss) Per Share - Schedule of Reconciliation of Weighted Average Basic Shares to Weighted Average Diluted Shares Outstanding (Detail) - shares | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Earnings Per Share [Abstract] | |||
Weighted-average shares—basic | 11,902,307 | 11,769,689 | 11,769,689 |
Weighted-average shares—diluted | 11,902,307 | 11,769,689 | 11,769,689 |
Income Taxes - Schedule of Prov
Income Taxes - Schedule of Provision for Income Taxes (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 29, 2022 | Jan. 30, 2021 | |
Current: | ||
State | $ 159 | $ 152 |
Foreign | 42 | 27 |
Total current | 201 | 179 |
Deferred: | ||
Federal | 1,603 | 1,365 |
State | 2,777 | 322 |
Total deferred | 4,380 | 1,687 |
Total provision for income taxes | $ 4,581 | $ 1,866 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Income Tax Contingency [Line Items] | |||
Provision for income taxes | $ 4,581,000 | $ 1,866,000 | |
Provision for income taxes included correction of error | 882,000 | ||
Provision for income taxes related to additional non-cash deferred tax expense | 575,000 | ||
Net operating loss, Federal tax effected amount | 95,013,000 | ||
State net operating loss, tax effected amount | 24,857,000 | ||
Deferred tax assets including net operating loss carryforwards | 120,572,000 | ||
Valuation Allowance | 126,640,000 | 119,425,000 | |
Increase (decrease) in deferred tax assets valuation allowance | 7,215,000 | ||
Unrecognized tax benefits which would not impact effective tax rate if recognized | 556,000 | 2,304,000 | |
Prior reserve for uncertain tax positions | 1,748,000 | $ 0 | |
Unrecognized tax benefits, income tax penalties and interest accrued | 0 | $ 0 | |
Unrecognized tax benefits, interest and penalty provisions (benefit) | 0 | ||
Federal [Member] | |||
Income Tax Contingency [Line Items] | |||
Net operating loss | 452,443,000 | ||
Deferred tax assets including net operating loss carryforwards | 94,964,000 | ||
Federal [Member] | Beginning Before January 1, 2018 [Member] | |||
Income Tax Contingency [Line Items] | |||
Net operating loss | 275,685,000 | ||
Federal [Member] | Beginning After January 1, 2018 [Member] | |||
Income Tax Contingency [Line Items] | |||
Net operating loss | $ 176,758,000 | ||
Federal [Member] | Minimum [Member] | |||
Income Tax Contingency [Line Items] | |||
Net operating losses carryforward expiration year end | 2030 | ||
Federal [Member] | Maximum [Member] | |||
Income Tax Contingency [Line Items] | |||
Net operating losses carryforward expiration year end | 2038 | ||
State and Local [Member] | |||
Income Tax Contingency [Line Items] | |||
Net operating loss | $ 544,109,000 | ||
Deferred tax assets including net operating loss carryforwards | $ 25,370,000 | ||
State and Local [Member] | Minimum [Member] | |||
Income Tax Contingency [Line Items] | |||
Net operating losses carryforward expiration year end | 2028 | ||
State and Local [Member] | Maximum [Member] | |||
Income Tax Contingency [Line Items] | |||
Net operating losses carryforward expiration year end | 2041 |
Income Taxes - Schedule of Reco
Income Taxes - Schedule of Reconciliation of Federal Statutory Income Tax Rate to Effective Tax Rate (Detail) | 12 Months Ended | |
Jan. 29, 2022 | Feb. 01, 2020 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal rate | 21.00% | 21.00% |
State taxes, net of federal benefit | (8.20%) | 3.60% |
Valuation allowance | (68.10%) | (29.10%) |
Return to provision adjustment | 0.30% | 1.10% |
Non-deductible Officers Compensation | (0.90%) | 0.00% |
Rate Differential on Foreign Income | (0.60%) | (0.10%) |
Other | 0.10% | 0.60% |
Total | (56.40%) | (2.90%) |
Income Taxes - Schedule of Defe
Income Taxes - Schedule of Deferred Income Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Jan. 29, 2022 | Jan. 30, 2021 |
Deferred tax assets: | ||
Depreciation and amortization | $ 6,362 | $ 7,700 |
Employee related costs | 1,690 | 1,114 |
Allowance for asset valuations | 2,439 | 2,604 |
Accrued expenses | 394 | 358 |
Lease liability | 29,876 | 29,900 |
Net operating losses | 119,625 | 108,994 |
Tax credits | 92 | 92 |
Interest expense | 1,281 | |
Other | 452 | 290 |
Total deferred tax assets | 162,211 | 151,052 |
Less: valuation allowances | (126,640) | (119,425) |
Net deferred tax assets | 35,571 | 31,627 |
Deferred tax liabilities: | ||
Indefinite lived intangibles | (18,067) | (8,213) |
ROU assets | (23,571) | (23,102) |
Other | (2,000) | |
Total deferred tax liabilities | (41,638) | (33,315) |
Net deferred tax liability | (6,067) | (1,688) |
Deferred income tax liability | (6,067) | (1,688) |
Net deferred tax liability | $ (6,067) | $ (1,688) |
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 | |
Jan. 29, 2022 | Feb. 01, 2020 | |
Income Tax Disclosure [Abstract] | ||
Beginning balance | $ 2,304 | $ 2,304 |
Increases for tax positions in current year | 0 | 0 |
Increases for tax positions in prior years | 0 | 0 |
Decreases for tax positions in prior years | (1,748) | 0 |
Ending balance | $ 556 | $ 2,304 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Jan. 29, 2022 | Jan. 30, 2021 | |
Lessee Lease Description [Line Items] | ||
Initial terms of operating leases | 10 years | |
Option to extend, description, operating leases | The Company has operating leases for real estate (primarily retail stores, storage, and office spaces) some of which have initial terms of 10 years, and in many instances can be extended for an additional term, while the Company’s more recent leases are subject to shorter terms as a result of the implementation of the strategy to pursue shorter lease terms. | |
Option to extend, existence, operating leases | true | |
Weighted-average remaining lease term, operating leases | 6 years | |
Weighted-average discount rate, operating leases | 6.20% | |
Impact of rent concessions | $ 4,200,000 | |
Impact of other occupancy costs concessions | 1,119,000 | |
Operating lease cost | $ 24,316,000 | 23,537,000 |
Impairment of operating lease ROU assets | 0 | $ 8,556,000 |
Future minimum payment lease not yet commenced | 11,388,000 | |
Error Correction [Member] | SG&A Expenses [Member] | ||
Lessee Lease Description [Line Items] | ||
Operating lease cost | $ 501,000 |
Leases - Summary of Lease Cost
Leases - Summary of Lease Cost (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 29, 2022 | Jan. 30, 2021 | |
Leases [Abstract] | ||
Operating lease cost | $ 24,316 | $ 23,537 |
Variable operating lease cost | 389 | (2,928) |
Total lease cost | $ 24,705 | $ 20,609 |
Leases - Schedule of Supplement
Leases - Schedule of Supplemental Cash Flow and Non-cash Information Related to Leases (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 29, 2022 | Jan. 30, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows from operating leases | $ 30,091 | $ 22,154 |
Right-of-use assets obtained in exchange for operating lease liabilities | $ 21,965 | $ 22,449 |
Leases - Summary of Future Matu
Leases - Summary of Future Maturity of Lease Liabilities (Detail) $ in Thousands | Jan. 29, 2022USD ($) |
Leases [Abstract] | |
Fiscal 2022 | $ 28,410 |
Fiscal 2023 | 28,311 |
Fiscal 2024 | 25,201 |
Fiscal 2025 | 16,907 |
Fiscal 2026 | 11,077 |
Thereafter | 31,882 |
Total lease payments | 141,788 |
Less: Imputed interest | (24,721) |
Total operating lease liabilities | $ 117,067 |
Segment and Geographical Fina_3
Segment and Geographical Financial Information - Additional Information (Detail) | 12 Months Ended |
Jan. 29, 2022Segments | |
Segment Reporting [Abstract] | |
Number of reportable segments | 3 |
Segment and Geographical Fina_4
Segment and Geographical Financial Information - Summary of Reportable Segments Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 29, 2022 | Jan. 30, 2021 | |
Segment Reporting Information [Line Items] | ||
Net Sales | $ 322,683 | $ 219,870 |
Income (loss) before income taxes | (8,123) | (63,783) |
Depreciation and amortization | 6,496 | 6,898 |
Capital Expenditures | 5,055 | 3,497 |
Total Assets | 337,227 | 332,944 |
Operating Segments [Member] | Vince Wholesale [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 147,817 | 105,737 |
Income (loss) before income taxes | 45,839 | 34,462 |
Depreciation and amortization | 806 | 958 |
Capital Expenditures | 60 | 177 |
Total Assets | 64,502 | 65,438 |
Operating Segments [Member] | Vince Direct-to-Consumer [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 135,720 | 86,326 |
Income (loss) before income taxes | 10,873 | (25,137) |
Depreciation and amortization | 2,630 | 2,993 |
Capital Expenditures | 3,434 | 2,451 |
Total Assets | 108,019 | 106,363 |
Operating Segments [Member] | Rebecca Taylor and Parker [Member] | ||
Segment Reporting Information [Line Items] | ||
Net Sales | 39,146 | 27,807 |
Income (loss) before income taxes | (9,209) | (16,128) |
Depreciation and amortization | 990 | 785 |
Capital Expenditures | 1,553 | 532 |
Total Assets | 38,825 | 39,514 |
Unallocated Corporate [Member] | ||
Segment Reporting Information [Line Items] | ||
Income (loss) before income taxes | (55,626) | (56,980) |
Depreciation and amortization | 2,070 | 2,162 |
Capital Expenditures | 8 | 337 |
Total Assets | $ 125,881 | $ 121,629 |
Segment and Geographical Fina_5
Segment and Geographical Financial Information - Summary of Reportable Segments Information (Parenthetical) (Detail) - USD ($) | 3 Months Ended | 12 Months Ended | |||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | Jan. 29, 2022 | Jan. 30, 2021 | |
Segment Reporting Information [Line Items] | |||||
Net sales | $ 322,683,000 | $ 219,870,000 | |||
Pre-tax benefit from re-measurement of liability | 2,320,000 | ||||
Impairment of goodwill and intangible assets | 13,848,000 | ||||
Impairment of goodwill | $ 0 | $ 0 | 9,462,000 | ||
Tradename [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Impairment of intangible assets | $ 0 | $ 0 | $ 0 | ||
Unallocated Corporate [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Impairment of goodwill and intangible assets | 13,462,000 | ||||
Impairment of goodwill | 9,462,000 | ||||
Unallocated Corporate [Member] | Tradename [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Impairment of intangible assets | 4,000,000 | ||||
Rebecca Taylor and Parker Wholesale [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | 24,465,000 | 17,228,000 | |||
Vince Direct-to-Consumer [Member] | Property and Equipment and ROU [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Non-cash impairment charges | 11,725,000 | ||||
Rebecca Taylor and Parker Direct-to-Consumer [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Net sales | $ 14,681,000 | 10,579,000 | |||
Rebecca Taylor and Parker [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Non-cash impairment charges | 1,687,000 | ||||
Rebecca Taylor and Parker [Member] | Tradename [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Non-cash impairment charges | 386,000 | ||||
Rebecca Taylor and Parker [Member] | Property and Equipment and ROU [Member] | |||||
Segment Reporting Information [Line Items] | |||||
Non-cash impairment charges | $ 1,301,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) | Jun. 07, 2020 | Nov. 27, 2013 | May 02, 2020 | Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | Dec. 11, 2020 |
Related Party Transaction [Line Items] | |||||||
Maximum borrowing capacity | $ 92,711,000 | $ 85,897,000 | |||||
Agreed basis spread on variable rate per annum on deferred payment | 0.00% | ||||||
Net decrease to liability under Tax Receivable Agreement | (2,320,000) | ||||||
Other (Income) Expense, Net | |||||||
Related Party Transaction [Line Items] | |||||||
Net decrease to liability under Tax Receivable Agreement | $ (2,320,000) | ||||||
Tax Receivable Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Aggregate ownership of equity securities | 100.00% | ||||||
Percentage of voting power of all outstanding capital stock | 35.00% | ||||||
Debt outstanding principal amount | $ 15,000,000 | ||||||
Tax Receivable Agreement [Member] | LIBOR [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Calculation of present value obligated to pay on termination | 2.00% | ||||||
Pre-IPO Stockholders [Member] | Tax Receivable Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Aggregate reduction in taxes payable percentage | 85.00% | ||||||
Total estimated obligation under Tax Receivable Agreement | $ 0 | ||||||
Pre-IPO Stockholders [Member] | Tax Receivable Agreement [Member] | LIBOR [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Default basis spread on variable rate per annum on deferred payment | 5.00% | ||||||
Agreed basis spread on variable rate per annum on deferred payment | 2.00% | ||||||
Pre-IPO Tax Benefits [Member] | Tax Receivable Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage interest continued in tax benefits | 15.00% | ||||||
Sun Capital Consulting Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Date of related party transaction agreement | Nov. 27, 2013 | ||||||
Agreement termination date | Nov. 27, 2023 | ||||||
Reimbursement of expenses incurred | $ 16,000 | $ 17,000 | |||||
Sun Capital Consulting Agreement [Member] | Minimum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Ownership percentage of common stock | 30.00% | ||||||
Sun Capital [Member] | Minimum [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Ownership percentage of common stock | 30.00% | ||||||
Third Lien Credit Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Maximum borrowing capacity | $ 23,087,000 | $ 20,748,000 | $ 20,000,000 | ||||
Sun Capital [Member] | Third Lien Credit Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Ownership percentage of common stock | 71.00% |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 29, 2022 | Jan. 30, 2021 | |
Sales Allowances [Member] | ||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Beginning of Period | $ (8,449) | $ (13,734) |
Expense Charges, net of Reversals | (35,443) | (35,641) |
Deductions and Write-offs, net of Recoveries | 37,335 | 40,926 |
End of Period | (6,557) | (8,449) |
Allowance for Doubtful Accounts [Member] | ||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Beginning of Period | (661) | (384) |
Expense Charges, net of Reversals | 273 | (2,194) |
Deductions and Write-offs, net of Recoveries | 9 | 1,917 |
End of Period | (379) | (661) |
Valuation Allowances on Deferred Income Taxes [Member] | ||
Valuation and Qualifying Accounts Disclosure [Line Items] | ||
Beginning of Period | (119,425) | (100,846) |
Expense Charges, net of Reversals | (7,215) | (18,579) |
End of Period | $ (126,640) | $ (119,425) |
Schedule II - Valuation and Q_2
Schedule II - Valuation and Qualifying Accounts (Parenthetical) (Detail) $ in Thousands | 12 Months Ended |
Jan. 29, 2022USD ($) | |
Sales Allowances [Member] | |
Valuation and Qualifying Accounts Disclosure [Line Items] | |
Deductions and write-offs, net of recoveries overstated amount | $ 849 |