VINCE HOLDING CORP., 10-Q filed on 6/10/2015
Quarterly Report
Document and Entity Information
3 Months Ended
May 2, 2015
Jun. 5, 2015
Document And Entity Information [Abstract]
 
 
Document Type
10-Q 
 
Amendment Flag
false 
 
Document Period End Date
May 02, 2015 
 
Document Fiscal Year Focus
2015 
 
Document Fiscal Period Focus
Q1 
 
Trading Symbol
VNCE 
 
Entity Registrant Name
VINCE HOLDING CORP. 
 
Entity Central Index Key
0001579157 
 
Current Fiscal Year End Date
--01-30 
 
Entity Filer Category
Accelerated Filer 
 
Entity Common Stock, Shares Outstanding
 
36,775,443 
Condensed Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
May 2, 2015
Jan. 31, 2015
Current assets:
 
 
Cash and cash equivalents
$ 71 
$ 112 
Trade receivables, net
17,396 
33,797 
Inventories, net
41,212 
37,419 
Prepaid expenses and other current assets
9,854 
9,812 
Total current assets
68,533 
81,140 
Property, plant and equipment, net
32,697 
28,349 
Intangible assets, net
109,494 
109,644 
Goodwill
63,746 
63,746 
Deferred income taxes and other assets
94,671 
95,769 
Total assets
369,141 
378,648 
Current liabilities:
 
 
Accounts payable
24,834 
29,118 
Accrued salaries and employee benefits
1,365 
7,380 
Other accrued expenses
28,413 
27,992 
Total current liabilities
54,612 
64,490 
Long-term debt
79,760 
84,450 
Deferred rent
13,207 
11,676 
Other liabilities
146,146 
146,063 
Commitments and contingencies
   
   
Stockholders' equity:
 
 
Common stock at $0.01 par value (100,000,000 shares authorized, 36,772,823 and 36,748,245 shares issued and outstanding at May 2, 2015 and January 31, 2015, respectively)
368 
367 
Additional paid-in capital
1,012,236 
1,011,244 
Accumulated deficit
(937,123)
(939,577)
Accumulated other comprehensive loss
(65)
(65)
Total stockholders' equity
75,416 
71,969 
Total liabilities and stockholders' equity
$ 369,141 
$ 378,648 
Condensed Consolidated Balance Sheets (Parenthetical) (USD $)
May 2, 2015
Jan. 31, 2015
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
36,772,823 
36,748,245 
Common stock, shares outstanding
36,772,823 
36,748,245 
Condensed Consolidated Statements of Operations (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended
May 2, 2015
May 3, 2014
Income Statement [Abstract]
 
 
Net sales
$ 59,842 
$ 53,452 
Cost of products sold
29,101 
27,041 
Gross profit
30,741 
26,411 
Selling, general and administrative expenses
25,640 
21,204 
Income from operations
5,101 
5,207 
Interest expense, net
1,316 
2,850 
Other expense, net
141 
50 
Income before income taxes
3,644 
2,307 
Provision for income taxes
1,190 
923 
Net income
$ 2,454 
$ 1,384 
Earnings per share:
 
 
Basic earnings per share
$ 0.07 
$ 0.04 
Diluted earnings per share
$ 0.06 
$ 0.04 
Weighted average shares outstanding:
 
 
Basic
36,753,114 
36,723,727 
Diluted
37,971,612 
38,071,048 
Condensed Consolidated Statements of Comprehensive Income (USD $)
In Thousands, unless otherwise specified
3 Months Ended
May 2, 2015
May 3, 2014
Statement Of Income And Comprehensive Income [Abstract]
 
 
Net income
$ 2,454 
$ 1,384 
Comprehensive income
$ 2,454 
$ 1,384 
Condensed Consolidated Statements of Cash Flows (USD $)
In Thousands, unless otherwise specified
3 Months Ended
May 2, 2015
May 3, 2014
Operating activities
 
 
Net income
$ 2,454 
$ 1,384 
Add (deduct) items not affecting operating cash flows:
 
 
Depreciation
1,776 
905 
Amortization of intangible assets
150 
150 
Amortization of deferred financing costs
232 
265 
Amortization of deferred rent
869 
385 
Deferred income taxes
1,157 
908 
Share-based compensation expense
836 
396 
Loss on disposal of property, plant and equipment
27 
 
Changes in assets and liabilities:
 
 
Receivables, net
16,401 
26,663 
Inventories, net
(3,793)
2,106 
Prepaid expenses and other current assets
629 
(1,100)
Accounts payable and accrued expenses
(9,802)
(10,364)
Other assets and liabilities
48 
59 
Net cash provided by operating activities
10,984 
21,757 
Investing activities
 
 
Payments for capital expenditures
(6,260)
(1,338)
Net cash used in investing activities
(6,260)
(1,338)
Financing activities
 
 
Proceeds from borrowings under the Revolving Credit Facility
22,484 
 
Payments for Revolving Credit Facility
(24,906)
 
Payments for Term Loan Facility
(2,500)
(20,000)
Fees paid for Term Loan Facility and Revolving Credit Facility
 
(114)
Stock option exercise
157 
 
Net cash used in financing activities
(4,765)
(20,114)
(Decrease) increase in cash and cash equivalents
(41)
305 
Cash and cash equivalents, beginning of period
112 
21,484 
Cash and cash equivalents, end of period
71 
21,789 
Supplemental Disclosures of Cash Flow Information
 
 
Cash payments for interest
1,111 
2,571 
Cash payments for income taxes, net of refunds
1,139 
52 
Supplemental Disclosures of Non-Cash Investing and Financing Activities
 
 
Capital expenditures in accounts payable
$ 376 
$ 16 
Description of Business and Basis of Presentation
Description of Business and Basis of Presentation

Note 1. Description of Business and Basis of Presentation

On November 27, 2013, Vince Holding Corp. (“VHC” or the “Company”), previously known as Apparel Holding Corp., closed an initial public offering (“IPO”) of its common stock and completed a series of restructuring transactions (the “Restructuring Transactions”) through which (i) Kellwood Holding, LLC acquired the non-Vince businesses, which include Kellwood Company, LLC (“Kellwood Company” or “Kellwood”), from the Company and (ii) the Company continues to own and operate the Vince business, which includes Vince, LLC. Prior to the IPO and the Restructuring Transactions, VHC was a diversified apparel company operating a broad portfolio of fashion brands, which included the Vince business and other businesses. As a result of the IPO and Restructuring Transactions, the non-Vince businesses were separated from the Vince business, and the stockholders immediately prior to the consummation of the Restructuring Transactions (the “Pre-IPO Stockholders”) retained full ownership and control of the non-Vince businesses through their ownership of Kellwood Holding, LLC. The Vince business is now the sole operating business of Vince Holding Corp.

In this interim report on Form 10-Q, “Kellwood” refers, as applicable and unless otherwise defined, to any of (i) Kellwood Company, (ii) Kellwood Company, LLC (a limited liability company to which Kellwood Company converted at the time of the Restructuring Transactions related to our IPO) or (iii) the operations of the non-Vince businesses after giving effect to our IPO and the related Restructuring Transactions.

(A) Description of Business: Vince is a leading contemporary fashion brand best known for modern effortless style and everyday luxury essentials. Established in 2002, the brand now offers a wide range of women’s, men’s and children’s apparel, women’s and men’s footwear, and handbags. We reach our customers through a variety of channels, specifically through premier wholesale department stores and specialty stores in the United States (“U.S.”) and select international markets, as well as through our branded retail locations and our website. We design our products in the U.S. and source the vast majority of our products from contract manufacturers outside the U.S., primarily in Asia and South America. Products are manufactured to meet our product specifications and labor standards.

(B) Basis of Presentation: The accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Therefore, these financial statements should be read in conjunction with VHC’s audited financial statements for the fiscal year ended January 31, 2015, as set forth in the 2014 Annual Report on Form 10-K.

The condensed consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries as of May 2, 2015. All intercompany accounts and transactions have been eliminated. The amounts and disclosures included in the notes to the condensed consolidated financial statements, unless otherwise indicated, are presented on a continuing operations basis. In the opinion of management, the financial statements contain all adjustments (consisting solely of normal recurring adjustments) and disclosures necessary to make the information presented therein not misleading. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or the fiscal year as a whole. As used in this report, unless the context requires otherwise, “our,” “us,” “we” and the “Company” refer to VHC and its consolidated subsidiaries.

 

Goodwill and Intangible Assets
Goodwill and Intangible Assets

Note 2. Goodwill and Intangible Assets

Goodwill balances and changes therein subsequent to the January 31, 2015 condensed consolidated balance sheet are as follows (in thousands):

 

 

 

Gross Goodwill

 

 

Accumulated Impairment

 

 

Net Goodwill

 

Balance as of January 31, 2015

 

$

110,688

 

 

$

(46,942

)

 

$

63,746

 

Balance as of May 2, 2015

 

$

110,688

 

 

$

(46,942

)

 

$

63,746

 

 

Identifiable intangible assets summary (in thousands):

 

 

 

Gross Amount

 

 

Accumulated Amortization

 

 

Net Book Value

 

Balance as of January 31, 2015:

 

 

 

 

 

 

 

 

 

 

 

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

11,970

 

 

$

(4,176

)

 

$

7,794

 

Indefinite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

Trademarks

 

 

101,850

 

 

 

 

 

 

101,850

 

Total intangible assets

 

$

113,820

 

 

$

(4,176

)

 

$

109,644

 

 

 

 

Gross Amount

 

 

Accumulated Amortization

 

 

Net Book Value

 

Balance as of May 2, 2015

 

 

 

 

 

 

 

 

 

 

 

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

11,970

 

 

$

(4,326

)

 

$

7,644

 

Indefinite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

Trademarks

 

 

101,850

 

 

 

 

 

 

101,850

 

Total intangible assets

 

$

113,820

 

 

$

(4,326

)

 

$

109,494

 

 

Amortization of identifiable intangible assets was $150 for the three months ended May 2, 2015 and May 3, 2014. The estimated amortization expense for identifiable intangible assets is expected to be $598 for each fiscal year for the next five fiscal years.

 

Fair Value
Fair Value

Note 3. Fair Value

Accounting Standards Codification (“ASC”) Subtopic 820-10 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. This guidance outlines a valuation framework, creates a fair value hierarchy to increase the consistency and comparability of fair value measurements, and details the disclosures that are required for items measured at fair value. Financial assets and liabilities are to be measured using inputs from three levels of the fair value hierarchy as follows:

 

Level 1 — quoted market prices in active markets for identical assets or liabilities

 

 

Level 2 — observable market-based inputs (quoted prices for similar assets and liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active) or inputs that are corroborated by observable market data

 

 

Level 3 — significant unobservable inputs that reflect our 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 May 2, 2015 or January 31, 2015. At May 2, 2015 and January 31, 2015, the Company believes that the carrying value of cash and cash equivalents, receivables and accounts payable approximates fair value, due to the short maturity of these items. As the Company’s debt obligations as of May 2, 2015 are at variable rates, there is no significant difference between the fair value and carrying value of the Company’s debt.

The Company’s non-financial assets, which primarily consist of goodwill, intangible assets, and property and equipment, are not required to be measured at fair value on a recurring basis and are reported at their carrying value. 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.

 

Financing Arrangements
Financing Arrangements

Note 4. Financing Arrangements

Revolving Credit Facility

On November 27, 2013, Vince, LLC entered into a senior secured revolving credit facility (the “Revolving Credit Facility”) in connection with the closing of the IPO and Restructuring Transactions. Bank of America, N.A. (“BofA”) serves as administrative agent for this facility. The Revolving Credit Facility provides for a revolving line of credit of up to $50,000 and matures on November 27, 2018. The Revolving Credit Facility also provides for a letter of credit sublimit of $25,000 (plus any increase in aggregate commitments) and for an increase in aggregate commitments of up to $20,000. Vince, LLC is the borrower and VHC and Vince Intermediate Holding, LLC, a direct subsidiary of VHC and the direct parent company of Vince, LLC (“Vince Intermediate”), are the guarantors under the Revolving Credit Facility. Interest is payable on the loans under the 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 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 BofA as its prime rate; (ii) the Federal Funds Rate for such day, plus 0.50%; and (iii) the LIBOR Rate for a one month interest period as determined on such day, plus 1.0%. During the continuance of an event of default and at the election of the required lender, interest will accrue at a rate of 2% in excess of the applicable non-default rate.

The Revolving Credit Facility contains a requirement that, at any point when “Excess Availability” is less than the greater of (i) 15% percent of the loan cap or (ii) $7,500, and continuing until Excess Availability exceeds the greater of such amounts for 30 consecutive days, during which time, Vince, LLC must maintain a consolidated EBITDA (as defined in the Revolving Credit Facility) equal to or greater than $20,000. We have not been subject to this maintenance requirement since Excess Availability has been greater than the required minimum.

The Revolving Credit Facility contains representations and warranties, other covenants and events of default that are customary for this type of financing, including limitations on the incurrence of additional indebtedness, liens, negative pledges, 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. The Revolving Credit Facility generally permits dividends in the absence of any event of default (including any event of default arising from the contemplated dividend), so long as (i) after giving pro forma effect to the contemplated dividend, for the following six months Excess Availability will be at least the greater of 20% of the aggregate lending commitments and $7,500 and (ii) after giving pro forma effect to the contemplated dividend, the “Consolidated Fixed Charge Coverage Ratio” for the 12 months preceding such dividend shall be greater than or equal to 1.1 to 1.0 (provided that the Consolidated Fixed Charge Coverage Ratio may be less than 1.1 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 35% of the aggregate lending commitments and $10,000).

As of May 2, 2015, the availability under the Revolving Credit Facility was $22,200 and there were $20,578 of borrowings outstanding and $7,222 of letters of credit outstanding under the Revolving Credit Facility. The weighted average interest rate for borrowings outstanding under the Revolving Credit Facility as of May 2, 2015 was 1.6%. As of January 31, 2015, there was $23,000 of borrowings outstanding and $7,647 of letters of credit outstanding under the Revolving Credit Facility.  

On June 3, 2015, Vince, LLC entered into a first amendment to the Revolving Credit Facility which increased the borrowing capacity of the facility and extended the maturity date. Refer to Note 13, Subsequent Events, to the condensed consolidated financial statements for further information.

Long-Term Debt
Long-Term Debt

Note 5. Long-Term Debt

Long-term debt consisted of the following as of May 2, 2015 and January 31, 2015 (in thousands).

 

 

 

May 2,

2015

 

 

January 31, 2015

 

Term Loan Facility

 

$

62,500

 

 

$

65,000

 

Revolving Credit Facility

 

 

20,578

 

 

 

23,000

 

Total long-term debt principal

 

$

83,078

 

 

$

88,000

 

Less: Deferred financing costs (1)

 

 

3,318

 

 

 

3,550

 

Total long-term debt

 

$

79,760

 

 

$

84,450

 

 

(1)

Pursuant to new accounting guidance issued by the Financial Accounting Standards Board in April 2015, entities are no longer required to present deferred financing costs as a deferred asset. The guidance is effective for our fiscal year beginning in 2016, however, the Company has early adopted this accounting standard update effective as of February 1, 2015 and accordingly adjusted the January 31, 2015 comparative balance sheet to conform to the new classification presentation. There was no other impact on the financial statements related to the adoption other than the reclassification change on the condensed consolidated balance sheet. Refer to Note 10, Recent Accounting Pronouncements, for further information regarding the accounting standard update.

Term Loan Facility

On November 27, 2013, in connection with the closing of the IPO and Restructuring Transactions, Vince, LLC and Vince Intermediate entered into a $175,000 senior secured term loan facility (the “Term Loan Facility”) with the lenders party thereto, BofA, as administrative agent, JPMorgan Chase Bank and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers, and Cantor Fitzgerald as documentation agent. The Term Loan Facility will mature on November 27, 2019. On November 27, 2013, net proceeds from the Term Loan Facility were used, at closing, to repay a promissory note (the “Kellwood Note Receivable”) issued to Kellwood Company, LLC in connection with the Restructuring Transactions which occurred immediately prior to the consummation of the IPO.

The Term Loan Facility also provides for an incremental facility of up to the greater of $50,000 and an amount that would result in the consolidated net total secured leverage ratio not exceeding 3.00 to 1.00, in addition to certain other rights to refinance or repurchase portions of the term loan. The Term Loan Facility is subject to quarterly amortization of principal equal to 0.25% of the original aggregate principal amount of the Term Loan Facility, with the balance payable at final maturity. Interest is payable on loans under the Term Loan Facility at a rate of either (i) the Eurodollar rate (subject to a 1.00% floor) plus an applicable margin of 4.75% to 5.00% based on a leverage ratio or (ii) the base rate applicable margin of 3.75% to 4.00% based on a leverage ratio. During the continuance of a payment or bankruptcy event of default, interest will accrue (i) on the overdue principal amount of any loan at a rate of 2% in excess of the rate otherwise applicable to such loan and (ii) on any overdue interest or any other outstanding overdue amount at a rate of 2% in excess of the nondefault interest rate then applicable to base rate loans.

The Term Loan Facility contains a requirement that Vince, LLC and Vince Intermediate maintain a “Consolidated Net Total Leverage Ratio” as of the last day of any period of four fiscal quarters not to exceed 3.75 to 1.00 for the fiscal quarters ending February 1, 2014 through November 1, 2014, 3.50 to 1.00 for the fiscal quarters ending January 31, 2015 through October 31, 2015, and 3.25 to 1.00 for the fiscal quarter ending January 30, 2016 and each fiscal quarter thereafter. In addition, the Term Loan 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, negative pledges, 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. The Term Loan Facility generally permits dividends to the extent that no default or event of default is continuing or would result from the contemplated dividend and the pro forma Consolidated Net Total Leverage Ratio after giving effect to such contemplated dividend is at least 0.25 lower than the maximum Consolidated Net Total Leverage Ratio for such quarter. All obligations under the Term Loan Facility are guaranteed by VHC and any future material domestic restricted subsidiaries of Vince, LLC and secured by a lien on substantially all of the assets of VHC, Vince, LLC and Vince Intermediate and any future material domestic restricted subsidiaries. We are in compliance with applicable financial covenants.

Through May 2, 2015, on an inception to date basis, the Company has made voluntary prepayments totaling $112,500 in the aggregate on the original $175,000 Term Loan Facility entered into on November 27, 2013. Of the $112,500 of aggregate voluntary prepayments made to date, $2,500 was paid during the three months ended May 2, 2015. As of May 2, 2015, the Company had $62,500 of debt outstanding under the Term Loan Facility.

 

Inventory
Inventory

Note 6. Inventory

Inventories consist of the following:

 

 

 

May 2,

2015

 

 

 

January 31, 2015

 

Finished goods

 

$

41,212

 

 

 

$

37,395

 

Raw materials

 

 

 

 

 

 

24

 

Total inventories, net

 

 

41,212

 

 

 

 

37,419

 

Net of reserves of:

 

$

8,958

 

 

 

$

6,471

 

 

Share-Based Compensation
Share-Based Compensation

Note 7. Share-Based Compensation

Prior to November 27, 2013, VHC did not have convertible equity or convertible debt securities, any of which could result in share-based compensation expense. In connection with our IPO, which closed on November 27, 2013, and the separation of the Vince and non-Vince businesses, VHC assumed Kellwood Company’s remaining obligations under the 2010 Stock Option Plan of Kellwood Company (the “2010 Option Plan”) and all Kellwood Company stock options previously issued to Vince employees under such plan became options to acquire shares of VHC common stock. Additionally, VHC assumed Kellwood Company’s obligations with respect to the vested Kellwood Company stock options previously issued to Kellwood Company employees, which options were cancelled in exchange for shares of VHC common stock. Accordingly, option information presented below for previously issued Kellwood Company stock options under the 2010 Option Plan has been adjusted to account for the split of the Company’s common stock and applicable conversion to options to acquire shares of VHC common stock.

Employee Stock Plans

2010 Option Plan

Kellwood Company had convertible equity securities that result in recognition of share-based compensation expense. On June 30, 2010, the board of directors approved the 2010 Stock Option Plan. As discussed above, in connection with the closing of the IPO, VHC assumed Kellwood Company’s remaining obligations under the 2010 Option Plan; provided that none of the issued and outstanding options (after giving effect to such assumption and the stock split effected as part of the Restructuring Transactions) were exercisable until the consummation of the IPO. Additionally, prior to the consummation of the IPO and after giving effect to the assumption described in this paragraph, VHC and the Vince employees to whom options had been previously granted under the 2010 Option Plan amended the related grant agreements to eliminate, effective as of the consummation of the IPO, restrictions on the exercisability of the subject employees vested options.

Prior to the IPO, the 2010 Option Plan, as amended, provided for the grant of options to acquire up to 2,752,155 shares of Kellwood Company common stock. The options granted pursuant to the 2010 Option Plan (i) vest in five equal installments on the first, second, third, fourth and fifth anniversaries of the grant date, subject to the employee’s continued employment, and (ii) expire on the earlier of the tenth anniversary of the grant date or upon termination of employment. We will not grant any future awards under the 2010 Option Plan. Future awards will be granted under the Vince 2013 Incentive Plan described further below.

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. The aggregate number of shares of common stock which may be issued or used for reference purposes under the Vince 2013 Incentive Plan or with respect to which awards may be granted may not exceed 3,400,000 shares. The shares available for issuance under the Vince 2013 Incentive Plan may be, in whole or in part, either authorized and unissued shares of our common stock or shares of common stock held in or acquired for our treasury. In general, if awards under the Vince 2013 Incentive Plan are for any reason cancelled, or expire or terminate unexercised, the shares covered by such award may again be available for the grant of awards under the Vince 2013 Incentive Plan. As of May 2, 2015, there were 2,562,524 shares under the Vince 2013 Incentive Plan available for future grants. Options granted pursuant to the Vince 2013 Incentive Plan (i) vest in equal installments over three or four years or at 33 1/3% per year beginning in year two, over four years, subject to the employees’ continued employment, and (ii) expire on the earlier of the tenth anniversary of the grant date or upon termination as outlined in the Vince 2013 Incentive Plan.

Stock Options

A summary of stock option activity during the three months ended May 2, 2105 is as follows:

 

 

 

Stock Options

 

 

Weighted Average Exercise Price

 

 

Weighted Average Remaining Contractual Term (years)

 

 

Aggregate Intrinsic Value

 

Outstanding at January 31, 2015

 

 

2,726,169

 

 

$

13.18

 

 

 

 

 

 

 

 

 

Exercised

 

 

(23,589

)

 

$

6.64

 

 

 

 

 

 

 

 

 

Forfeited or expired

 

 

(86,882

)

 

$

19.09

 

 

 

 

 

 

 

 

 

Outstanding at May 2, 2015

 

 

2,615,698

 

 

$

13.04

 

 

 

7.9

 

 

$

22,494

 

Vested or expected to vest at May 2, 2015

 

 

2,615,698

 

 

$

13.04

 

 

 

7.9

 

 

$

22,494

 

Vested and exercisable at May 2, 2015

 

 

675,810

 

 

$

6.35

 

 

 

7.3

 

 

$

8,272

 

 

Restricted Stock Units

 

The Company also issues restricted stock units to its non-employee directors and directors not affiliated with Sun Capital (our controlling shareholder) under the Vince 2013 Incentive Plan. A summary of restricted stock unit activity during the three months ended May 2, 2015 is as follows:

 

 

 

Restricted Stock Units

 

 

Weighted Average Grant Date Fair Value

 

Nonvested restricted stock units at January 31, 2015

 

 

12,384

 

 

$

26.24

 

Granted

 

 

 

 

$

 

Vested

 

 

(989

)

 

$

25.28

 

Forfeited

 

 

 

 

$

 

Nonvested restricted stock units at May 2, 2015

 

 

11,395

 

 

$

26.32

 

 

Share-Based Compensation Expense

 

Share-based compensation expense is recognized over the requisite service period of each share-based payment award and the expense is included as a component of selling, general and administrative expenses in the condensed consolidated statements of operations. Share-based compensation expense for the three months ended May 2, 2015 and May 3, 2014 was $836 and $396, respectively.

Earnings Per Share
Earnings Per Share

Note 8. Earnings Per Share

Basic earnings per share is computed by dividing net income by the weighted average number of shares of common stock outstanding for the period. Except when the effect would be anti-dilutive, diluted earnings per share is calculated based on the weighted average number of outstanding shares of common stock plus the dilutive effect of share-based awards calculated under the treasury stock method. The following is a reconciliation of basic shares to diluted shares:  

 

 

 

Three Months Ended

 

 

 

May 2,

 

 

May 3,

 

 

 

2015

 

 

2014

 

Weighted-average shares—basic

 

 

36,753,114

 

 

 

36,723,727

 

Effect of dilutive equity securities

 

 

1,218,498

 

 

 

1,347,321

 

Weighted-average shares—diluted

 

 

37,971,612

 

 

 

38,071,048

 

 

For the three months ended May 2, 2015, 543,530 options to purchase common stock were excluded from the computation of weighted average shares for diluted earnings per share since the related exercise prices exceeded the average market price of the Company’s common stock and such inclusion would be anti-dilutive.

Commitments and Contingencies
Commitments and Contingencies

Note 9. Commitments and Contingencies

We are currently party to various legal proceedings. While management currently believes that the ultimate outcome of these proceedings, individually and in the aggregate, will not have a material adverse impact on our financial position or results of operations or cash flows, litigation is subject to inherent uncertainties.

Recent Accounting Pronouncements
Recent Accounting Pronouncements

Note 10. Recent Accounting Pronouncements

In April 2015, the Financial Accounting Standards Board (“FASB”) issued ASU 2015-03, “Interest-Imputation of Interest.” The standard requires deferred financing costs to be presented on the balance sheet as a direct deduction from the carrying amount of the related debt liability, consistent with debt discounts, instead of being presented as a deferred asset in the balance sheet. ASU 2015-03 does not change the recognition and measurement guidance for deferred financing costs. Once adopted, entities are required to apply the new guidance retrospectively to all prior periods presented. ASU 2015-03 is effective for annual periods beginning after December 15, 2015, and interim periods within those fiscal years and early application is permitted. The Company has elected to early adopt the standard, effective February 1, 2015. Accordingly, the condensed consolidated balance sheets as of May 2, 2015 and January 31, 2015 reflect the deferred financing costs as a direct deduction from the carrying amount of our long-term debt. Refer to Note 5, Long-Term Debt, for further information.

 

Segment Financial Information
Segment Financial Information

Note 11. Segment Financial Information

We operate and manage our business by distribution channel and have identified two reportable segments, as further described below. We considered both similar and dissimilar economic characteristics, internal reporting and management structures, as well as products, customers, and supply chain logistics to identify the following reportable segments:

Wholesale segment—consists of our operations to distribute products to premier department stores and specialty stores in the United States and select international markets; and

Direct-to-consumer segment—consists of our operations to distribute products directly to the consumer through our branded full-price specialty retail stores, outlet stores, and e-commerce platform.

The accounting policies of our segments are consistent with those described in Note 1 to the audited Consolidated Financial Statements of VHC for the fiscal year ended January 31, 2015 included in the 2014 Annual Report on Form 10K. Unallocated corporate expenses are comprised of selling, general, and administrative expenses attributable to corporate and administrative activities, and other charges that are not directly attributable to our operating segments. Unallocated corporate assets are comprised of the carrying values of our goodwill and unamortized trademark, deferred tax assets, and other assets that will be utilized to generate revenue for both of our reportable segments.

Our wholesale segment sells apparel to our direct-to-consumer segment at cost. The wholesale intercompany sales of $5,816 and $2,030 have been excluded from the net sales totals presented below for the three months ended May 2, 2015 and May 3, 2014, respectively. Furthermore, as intercompany sales are sold at cost, no intercompany profit is reflected in operating income presented below.

Summary information for our operating segments is presented below (in thousands).

 

 

 

Three Months Ended

 

 

 

May 2,

 

 

May 3,

 

 

 

2015

 

 

2014

 

Net Sales:

 

 

 

 

 

 

 

 

Wholesale

 

$

38,287

 

 

$

37,322

 

Direct-to-consumer

 

 

21,555

 

 

 

16,130

 

Total net sales

 

$

59,842

 

 

$

53,452

 

Operating Income:

 

 

 

 

 

 

 

 

Wholesale

 

$

14,277

 

 

$

13,078

 

Direct-to-consumer

 

 

2,371

 

 

 

2,477

 

Subtotal

 

 

16,648

 

 

 

15,555

 

Unallocated expenses

 

 

(11,547

)

 

 

(10,348

)

Total operating income

 

$

5,101

 

 

$

5,207

 

Capital Expenditures:

 

 

 

 

 

 

 

 

Wholesale

 

$

732

 

 

$

90

 

Direct-to-consumer

 

 

2,901

 

 

 

1,115

 

Unallocated corporate

 

 

2,627

 

 

 

133

 

Total capital expenditure

 

$

6,260

 

 

$

1,338

 

 

 

 

 

May 2,

2015

 

 

January 31, 2015

 

Total Assets:

 

 

 

 

 

 

 

 

Wholesale

 

$

58,500

 

 

$

70,635

 

Direct-to-consumer

 

 

35,685

 

 

 

33,793

 

Unallocated corporate

 

 

274,956

 

 

 

274,220

 

Total assets

 

$

369,141

 

 

$

378,648

 

 

 

 

Related Party Transactions
Related Party Transactions

Note 12. Related Party Transactions

Shared Services Agreement

In connection with the consummation of our IPO on November 27, 2013, Vince, LLC entered into a Shared Services Agreement pursuant to which Kellwood provides support services in various operational areas, including, among other things, e-commerce operations, distribution, logistics, information technology, accounts payable, credit and collections and payroll and benefits. Since the IPO, we have been working on transitioning certain back office functions performed by Kellwood under the Shared Services Agreement. Among these functions that have transitioned to Vince are certain accounting related functions as well as benefits administration. We have also been working on developing our own information technology infrastructure and are now in the process of implementing our own enterprise resource planning (“ERP”) system. We have engaged with a new e-commerce platform provider and migrated the human resource recruitment system. The new ERP system is planned to be completed and functional by the end of fiscal year 2015, however, until such time, we will continue to utilize the Kellwood information technology infrastructure under the Shared Services Agreement.

We are invoiced by Kellwood monthly for the services provided under the Shared Services Agreement and generally are required to pay within 15 business days of receiving such invoice. The payments will be trued-up and can be disputed once each fiscal quarter is completed. As of May 2, 2015, we have recorded $1,460 in other accrued expenses to recognize amounts payable to Kellwood under the Shared Services Agreement.

Tax Receivable Agreement

VHC entered into a Tax Receivable Agreement with the Pre-IPO Stockholders on November 27, 2013. We and our former subsidiaries have generated certain tax benefits (including NOLs and tax credits) prior to the Restructuring Transactions consummated in connection with our IPO and will generate certain section 197 intangible deductions (the “Pre-IPO Tax Benefits”), which would reduce the actual liability for taxes that we 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 us and our 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) our 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) our 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.

As of May 2, 2015 we had an obligation of $168,964 under the Tax Receivable Agreement, which has a remaining term of nine years. Approximately $22,818 is included as a component of other accrued expenses and $146,146 is included as other liabilities on our condensed consolidated balance sheet as of May 2, 2015. The tax benefit payment with respect to the 2014 taxable year totaling approximately $22,818 plus accrued interest is expected to be paid in the fourth quarter of fiscal 2015.

Sun Capital Consulting Agreement

On November 27, 2013, we entered into an agreement with Sun Capital Management to (i) reimburse 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 us and (ii) provide Sun Capital Management with customary indemnification for any such services.

During the three months ended May 2, 2015, we paid Sun Capital Management approximately $7 for reimbursement of expenses under the Sun Capital Consulting Agreement.

 

Subsequent Events
Subsequent Events

Note 13.  Subsequent Events

 

On May 29, 2015, the Company made a voluntary pre-payment of $2,500 on the Term Loan Facility.

On June 3, 2015, Vince, LLC entered into a first amendment to the Revolving Credit Facility. The amendment, among other things, amended the line of credit from $50,000 to $80,000 subject to a loan cap of $70,000 so long as debt obligations remain outstanding under our existing Term Loan Facility (as defined in Note 5) and extended the maturity date of the Revolving Credit Facility from November 27, 2018 to June 3, 2020.

 

Description of Business and Basis of Presentation (Policies)

(A) Description of Business: Vince is a leading contemporary fashion brand best known for modern effortless style and everyday luxury essentials. Established in 2002, the brand now offers a wide range of women’s, men’s and children’s apparel, women’s and men’s footwear, and handbags. We reach our customers through a variety of channels, specifically through premier wholesale department stores and specialty stores in the United States (“U.S.”) and select international markets, as well as through our branded retail locations and our website. We design our products in the U.S. and source the vast majority of our products from contract manufacturers outside the U.S., primarily in Asia and South America. Products are manufactured to meet our product specifications and labor standards.

(B) Basis of PresentationThe accompanying condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Therefore, these financial statements should be read in conjunction with VHC’s audited financial statements for the fiscal year ended January 31, 2015, as set forth in the 2014 Annual Report on Form 10-K.

The condensed consolidated financial statements include our accounts and the accounts of our wholly-owned subsidiaries as of May 2, 2015. All intercompany accounts and transactions have been eliminated. The amounts and disclosures included in the notes to the condensed consolidated financial statements, unless otherwise indicated, are presented on a continuing operations basis. In the opinion of management, the financial statements contain all adjustments (consisting solely of normal recurring adjustments) and disclosures necessary to make the information presented therein not misleading. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or the fiscal year as a whole. As used in this report, unless the context requires otherwise, “our,” “us,” “we” and the “Company” refer to VHC and its consolidated subsidiaries.

In April 2015, the Financial Accounting Standards Board (“FASB”) issued ASU 2015-03, “Interest-Imputation of Interest.” The standard requires deferred financing costs to be presented on the balance sheet as a direct deduction from the carrying amount of the related debt liability, consistent with debt discounts, instead of being presented as a deferred asset in the balance sheet. ASU 2015-03 does not change the recognition and measurement guidance for deferred financing costs. Once adopted, entities are required to apply the new guidance retrospectively to all prior periods presented. ASU 2015-03 is effective for annual periods beginning after December 15, 2015, and interim periods within those fiscal years and early application is permitted. The Company has elected to early adopt the standard, effective February 1, 2015. Accordingly, the condensed consolidated balance sheets as of May 2, 2015 and January 31, 2015 reflect the deferred financing costs as a direct deduction from the carrying amount of our long-term debt. Refer to Note 5, Long-Term Debt, for further information.

Goodwill and Intangible Assets (Tables)

Goodwill balances and changes therein subsequent to the January 31, 2015 condensed consolidated balance sheet are as follows (in thousands):

 

 

 

Gross Goodwill

 

 

Accumulated Impairment

 

 

Net Goodwill

 

Balance as of January 31, 2015

 

$

110,688

 

 

$

(46,942

)

 

$

63,746

 

Balance as of May 2, 2015

 

$

110,688

 

 

$

(46,942

)

 

$

63,746

 

 

Identifiable intangible assets summary (in thousands):

 

 

 

Gross Amount

 

 

Accumulated Amortization

 

 

Net Book Value

 

Balance as of January 31, 2015:

 

 

 

 

 

 

 

 

 

 

 

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

11,970

 

 

$

(4,176

)

 

$

7,794

 

Indefinite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

Trademarks

 

 

101,850

 

 

 

 

 

 

101,850

 

Total intangible assets

 

$

113,820

 

 

$

(4,176

)

 

$

109,644

 

 

 

 

Gross Amount

 

 

Accumulated Amortization

 

 

Net Book Value

 

Balance as of May 2, 2015

 

 

 

 

 

 

 

 

 

 

 

 

Amortizable intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

Customer relationships

 

$

11,970

 

 

$

(4,326

)

 

$

7,644

 

Indefinite-lived intangible assets:

 

 

 

 

 

 

 

 

 

 

 

 

Trademarks

 

 

101,850

 

 

 

 

 

 

101,850

 

Total intangible assets

 

$

113,820

 

 

$

(4,326

)

 

$

109,494

 

 

Long-Term Debt (Tables)
Summary of Long-Term Debt

Long-term debt consisted of the following as of May 2, 2015 and January 31, 2015 (in thousands).

 

 

 

May 2,

2015

 

 

January 31, 2015

 

Term Loan Facility

 

$

62,500

 

 

$

65,000

 

Revolving Credit Facility

 

 

20,578

 

 

 

23,000

 

Total long-term debt principal

 

$

83,078

 

 

$

88,000

 

Less: Deferred financing costs (1)

 

 

3,318

 

 

 

3,550

 

Total long-term debt

 

$

79,760

 

 

$

84,450

 

 

(1)

Pursuant to new accounting guidance issued by the Financial Accounting Standards Board in April 2015, entities are no longer required to present deferred financing costs as a deferred asset. The guidance is effective for our fiscal year beginning in 2016, however, the Company has early adopted this accounting standard update effective as of February 1, 2015 and accordingly adjusted the January 31, 2015 comparative balance sheet to conform to the new classification presentation. There was no other impact on the financial statements related to the adoption other than the reclassification change on the condensed consolidated balance sheet. Refer to Note 10, Recent Accounting Pronouncements, for further information regarding the accounting standard update.

Inventory (Tables)
Schedule of Inventories

Inventories consist of the following:

 

 

 

May 2,

2015

 

 

 

January 31, 2015

 

Finished goods

 

$

41,212

 

 

 

$

37,395

 

Raw materials

 

 

 

 

 

 

24

 

Total inventories, net

 

 

41,212

 

 

 

 

37,419

 

Net of reserves of:

 

$

8,958

 

 

 

$

6,471

 

 

Share-Based Compensation (Tables)

A summary of stock option activity during the three months ended May 2, 2105 is as follows:

 

 

 

Stock Options

 

 

Weighted Average Exercise Price

 

 

Weighted Average Remaining Contractual Term (years)

 

 

Aggregate Intrinsic Value

 

Outstanding at January 31, 2015

 

 

2,726,169

 

 

$

13.18

 

 

 

 

 

 

 

 

 

Exercised

 

 

(23,589

)

 

$

6.64

 

 

 

 

 

 

 

 

 

Forfeited or expired

 

 

(86,882

)

 

$

19.09

 

 

 

 

 

 

 

 

 

Outstanding at May 2, 2015

 

 

2,615,698

 

 

$

13.04

 

 

 

7.9

 

 

$

22,494

 

Vested or expected to vest at May 2, 2015

 

 

2,615,698

 

 

$

13.04

 

 

 

7.9

 

 

$

22,494

 

Vested and exercisable at May 2, 2015

 

 

675,810

 

 

$

6.35

 

 

 

7.3

 

 

$

8,272

 

 

A summary of restricted stock unit activity during the three months ended May 2, 2015 is as follows:

 

 

 

Restricted Stock Units

 

 

Weighted Average Grant Date Fair Value

 

Nonvested restricted stock units at January 31, 2015

 

 

12,384

 

 

$

26.24

 

Granted

 

 

 

 

$

 

Vested

 

 

(989

)

 

$

25.28

 

Forfeited

 

 

 

 

$

 

Nonvested restricted stock units at May 2, 2015

 

 

11,395

 

 

$

26.32

 

 

Earnings Per Share (Tables)
Schedule of Reconciliation of Basic Shares to Diluted Shares

The following is a reconciliation of basic shares to diluted shares:

 

 

 

Three Months Ended

 

 

 

May 2,

 

 

May 3,

 

 

 

2015

 

 

2014

 

Weighted-average shares—basic

 

 

36,753,114

 

 

 

36,723,727

 

Effect of dilutive equity securities

 

 

1,218,498

 

 

 

1,347,321

 

Weighted-average shares—diluted

 

 

37,971,612

 

 

 

38,071,048

 

 

Segment Financial Information (Tables)

Summary information for our operating segments is presented below (in thousands).

 

 

 

Three Months Ended

 

 

 

May 2,

 

 

May 3,

 

 

 

2015

 

 

2014

 

Net Sales:

 

 

 

 

 

 

 

 

Wholesale

 

$

38,287

 

 

$

37,322

 

Direct-to-consumer

 

 

21,555

 

 

 

16,130

 

Total net sales

 

$

59,842

 

 

$

53,452

 

Operating Income:

 

 

 

 

 

 

 

 

Wholesale

 

$

14,277

 

 

$

13,078

 

Direct-to-consumer

 

 

2,371

 

 

 

2,477

 

Subtotal

 

 

16,648

 

 

 

15,555

 

Unallocated expenses

 

 

(11,547

)

 

 

(10,348

)

Total operating income

 

$

5,101

 

 

$

5,207

 

Capital Expenditures:

 

 

 

 

 

 

 

 

Wholesale

 

$

732

 

 

$

90

 

Direct-to-consumer

 

 

2,901

 

 

 

1,115

 

Unallocated corporate

 

 

2,627

 

 

 

133

 

Total capital expenditure

 

$

6,260

 

 

$

1,338

 

 

 

 

 

May 2,

2015

 

 

January 31, 2015

 

Total Assets:

 

 

 

 

 

 

 

 

Wholesale

 

$

58,500

 

 

$

70,635

 

Direct-to-consumer

 

 

35,685

 

 

 

33,793

 

Unallocated corporate

 

 

274,956

 

 

 

274,220

 

Total assets

 

$

369,141

 

 

$

378,648

 

 

Goodwill and Intangible Assets - Summary of Goodwill Balances (Detail) (USD $)
In Thousands, unless otherwise specified
May 2, 2015
Jan. 31, 2015
Goodwill And Intangible Assets Disclosure [Abstract]
 
 
Gross Goodwill
$ 110,688 
$ 110,688 
Accumulated Impairment
(46,942)
(46,942)
Net Goodwill
$ 63,746 
$ 63,746 
Goodwill and Intangible Assets - Summary of Identifiable Intangible Assets (Detail) (USD $)
In Thousands, unless otherwise specified
May 2, 2015
Jan. 31, 2015
Finite-Lived Intangible Assets [Line Items]
 
 
Gross Amount
$ 113,820 
$ 113,820 
Net Book Value
109,494 
109,644 
Customer Relationships [Member]
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
Gross Amount
11,970 
11,970 
Accumulated Amortization
(4,326)
(4,176)
Net Book Value
7,644 
7,794 
Trademarks [Member]
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
Net Book Value
$ 101,850 
$ 101,850 
Goodwill and Intangible Assets - Additional Information (Detail) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
May 2, 2015
May 3, 2014
Goodwill And Intangible Assets Disclosure [Abstract]
 
 
Amortization of identifiable intangible assets
$ 150 
$ 150 
Estimated amortization of identifiable intangible assets, year one
598 
 
Estimated amortization of identifiable intangible assets, year two
598 
 
Estimated amortization of identifiable intangible assets, year three
598 
 
Estimated amortization of identifiable intangible assets, year four
598 
 
Estimated amortization of identifiable intangible assets, year five
$ 598 
 
Fair Value - Additional Information (Detail) (USD $)
May 2, 2015
Jan. 31, 2015
Fair Value Disclosures [Abstract]
 
 
Non-financial assets recognized at fair value
$ 0 
$ 0 
Non-financial liabilities recognized at fair value
$ 0 
$ 0 
Financing Arrangements - Additional Information (Detail) (Revolving Credit Facility [Member], USD $)
3 Months Ended 0 Months Ended
May 2, 2015
Jan. 31, 2015
Nov. 27, 2013
May 2, 2015
Pro Forma [Member]
May 2, 2015
Excess Availability Greater than 35% [Member]
Nov. 27, 2013
Maximum [Member]
Nov. 27, 2013
Federal Funds Rate [Member]
Nov. 27, 2013
LIBOR [Member]
Nov. 27, 2013
Federal Funds or LIBOR Rate [Member]
Line of Credit Facility [Line Items]
 
 
 
 
 
 
 
 
 
Maximum borrowing capacity
$ 50,000,000 
 
$ 50,000,000 
 
 
 
 
 
 
Revolving Credit Facility maturity date
Nov. 27, 2018 
 
 
 
 
 
 
 
 
Letters of credit sublimit amount
 
 
 
 
 
25,000,000 
 
 
 
Increase in aggregate commitments amount
 
 
 
 
 
20,000,000 
 
 
 
Debt interest terms
Interest is payable on the loans under the 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 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 BofA as its prime rate; (ii) the Federal Funds Rate for such day, plus 0.50%; and (iii) the LIBOR Rate for a one month interest period as determined on such day, plus 1.0% 
 
 
 
 
 
 
 
 
Variable rate percentage
 
 
 
 
 
 
0.50% 
1.00% 
2.00% 
Percentage of loan greater than Excess Availability
15.00% 
 
 
20.00% 
35.00% 
 
 
 
 
Amount greater than Excess Availability
7,500,000 
 
 
 
 
 
 
 
 
Excess Availability period
30 days 
 
 
 
 
 
 
 
 
Consolidated EBITDA amount
20,000,000 
 
 
 
 
 
 
 
 
Credit Facility, covenant terms
At any point when “Excess Availability” is less than the greater of (i) 15% percent of the loan cap or (ii) $7,500, and continuing until Excess Availability exceeds the greater of such amounts for 30 consecutive days, during which time, Vince, LLC must maintain a consolidated EBITDA (as defined in the Revolving Credit Facility) equal to or greater than $20,000. 
 
 
 
 
 
 
 
 
Amount greater than Excess Availability
20,578,000 
23,000,000 
 
7,500,000 
10,000,000 
 
 
 
 
Consolidated Fixed Charge Coverage Ratio
1.1 
 
 
 
 
 
 
 
 
Availability on the Revolving Credit Facility
22,200,000 
 
 
 
 
 
 
 
 
Letters of credit amount outstanding
$ 7,222,000 
$ 7,647,000 
 
 
 
 
 
 
 
Weighted average interest rate for borrowings outstanding
1.60% 
 
 
 
 
 
 
 
 
Long-Term Debt - Summary of Long-Term Debt (Detail) (USD $)
In Thousands, unless otherwise specified
May 2, 2015
Jan. 31, 2015
Schedule of Capitalization, Long-term Debt [Line Items]
 
 
Total long-term debt principal
$ 83,078 
$ 88,000 
Less: Deferred financing costs
3,318 
3,550 
Total long-term debt
79,760 
84,450 
Term Loan Facility [Member]
 
 
Schedule of Capitalization, Long-term Debt [Line Items]
 
 
Total long-term debt principal
62,500 
65,000 
Revolving Credit Facility [Member]
 
 
Schedule of Capitalization, Long-term Debt [Line Items]
 
 
Total long-term debt principal
$ 20,578 
$ 23,000 
Long-Term Debt - Additional Information (Detail) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 0 Months Ended 3 Months Ended 0 Months Ended
May 2, 2015
May 3, 2014
Nov. 27, 2013
May 2, 2015
Term Loan Facility [Member]
Nov. 27, 2013
Term Loan Facility [Member]
May 2, 2015
Term Loan Facility [Member]
Nov. 27, 2013
Term Loan Facility [Member]
Non Default Interest Rate [Member]
Nov. 27, 2013
Term Loan Facility [Member]
Minimum [Member]
Nov. 27, 2013
Term Loan Facility [Member]
Minimum [Member]
Pro Forma [Member]
Nov. 27, 2013
Term Loan Facility [Member]
Minimum [Member]
Eurodollar Rate [Member]
Nov. 27, 2013
Term Loan Facility [Member]
Minimum [Member]
Base Rate [Member]
Nov. 27, 2013
Term Loan Facility [Member]
Maximum [Member]
Nov. 27, 2013
Term Loan Facility [Member]
Maximum [Member]
Fiscal Year 2014 [Member]
Nov. 27, 2013
Term Loan Facility [Member]
Maximum [Member]
Fiscal Year 2015 [Member]
Nov. 27, 2013
Term Loan Facility [Member]
Maximum [Member]
Fiscal Year 2016 [Member]
Nov. 27, 2013
Term Loan Facility [Member]
Maximum [Member]
Eurodollar Rate [Member]
Nov. 27, 2013
Term Loan Facility [Member]
Maximum [Member]
Base Rate [Member]
Line of Credit Facility [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Long-term debt
 
 
 
$ 62,500 
$ 175,000 
$ 62,500 
 
 
 
 
 
 
 
 
 
 
 
Debt instrument, maturity date
 
 
 
 
Nov. 27, 2019 
 
 
 
 
 
 
 
 
 
 
 
 
Incremental facility
 
 
50,000 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Amortization of principal, percentage
 
 
 
 
0.25% 
 
 
 
 
 
 
 
 
 
 
 
 
Variable rate percentage
 
 
 
 
2.00% 
 
2.00% 
 
 
4.75% 
3.75% 
 
 
 
 
5.00% 
4.00% 
Total secured leverage ratio
 
 
 
 
 
 
 
1.00 
0.25 
 
 
3.00 
3.75 
3.50 
3.25 
 
 
Debt instrument, accrued interest rate, percentage
 
 
 
 
 
 
 
 
 
1.00% 
 
 
 
 
 
 
 
Payments for term loan facility
$ 2,500 
$ 20,000 
 
$ 112,500 
 
$ 2,500 
 
 
 
 
 
 
 
 
 
 
 
Inventory - Schedule of Inventories (Detail) (USD $)
In Thousands, unless otherwise specified
May 2, 2015
Jan. 31, 2015
Inventory Disclosure [Abstract]
 
 
Finished goods
$ 41,212 
$ 37,395 
Raw materials
 
24 
Total inventories, net
41,212 
37,419 
Net of reserves of
$ 8,958 
$ 6,471 
Share-Based Compensation - Additional Information (Detail) (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended
May 2, 2015
May 3, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
Share-based compensation expense
$ 836 
$ 396 
Selling, General and Administrative Expenses [Member]
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
Share-based compensation expense
$ 836 
$ 396 
2010 Option Plan [Member]
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
Stock options granted pursuant to the plan, description
(i) vest in five equal installments on the first, second, third, fourth and fifth anniversaries of the grant date, subject to the employee’s continued employment, and (ii) expire on the earlier of the tenth anniversary of the grant date or upon termination of employment. 
 
Vince 2013 Incentive Plan [Member]
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
Stock options granted pursuant to the plan, description
Vest in equal installments over three or four years or at 33 1/3% per year beginning in year two, over four years, subject to the employees’ continued employment and (ii) expire on the earlier of the tenth anniversary of the grant date or upon termination as outlined in the Vince 2013 Incentive Plan. 
 
Vesting percentage of options granted
33.33% 
 
Maximum [Member] |
Vince 2013 Incentive Plan [Member]
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
Number of awards granted
3,400,000 
 
Number of shares available for future grants
2,562,524 
 
Maximum [Member] |
Kellwood [Member] |
2010 Option Plan [Member]
 
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
 
Grant of options provided to acquire common stock prior to IPO
2,752,155 
 
Share-Based Compensation - Summary of Stock Option Activity (Detail) (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended
May 2, 2015
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
 
Stock Options, Outstanding at beginning of period
2,726,169 
Stock Options, Exercised
(23,589)
Stock Options, Forfeited or expired
(86,882)
Stock Options, Outstanding at end of period
2,615,698 
Stock Options, Vested or expected to vest at May 2, 2015
2,615,698 
Stock Options, Vested and exercisable at May 2, 2015
675,810 
Weighted Average Exercise Price, Outstanding at beginning of period
$ 13.18 
Weighted Average Exercise Price, Exercised
$ 6.64 
Weighted Average Exercise Price, Forfeited or expired
$ 19.09 
Weighted Average Exercise Price, Outstanding at end of period
$ 13.04 
Weighted Average Exercise Price, Vested or expected to vest at May 2, 2015
$ 13.04 
Weighted Average Exercise Price, Vested and exercisable at May 2, 2015
$ 6.35 
Weighted Average Remaining Contractual Term (years), Outstanding
7 years 10 months 24 days 
Weighted Average Remaining Contractual Term (years), Outstanding, Vested or expected to vest at May 2, 2015
7 years 10 months 24 days 
Weighted Average Remaining Contractual Term (years), Outstanding, Vested and exercisable at May 2, 2015
7 years 3 months 18 days 
Aggregate Intrinsic Value, Outstanding
$ 22,494 
Aggregate Intrinsic Value, Vested or expected to vest at May 2, 2015
22,494 
Aggregate Intrinsic Value, Vested and exercisable at May 2, 2015
$ 8,272 
Share-Based Compensation - Schedule of Restricted Stock Units Activity (Detail) (Restricted Stock Units (RSUs) [Member], USD $)
3 Months Ended
May 2, 2015
Restricted Stock Units (RSUs) [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Restricted Stock Units, Nonvested restricted stock units at January 31, 2015
12,384 
Restricted Stock Units, Vested
(989)
Restricted Stock Units, Nonvested restricted stock units at May 2, 2015
11,395 
Weighted Average Grant Date Fair Value, Nonvested restricted stock units at January 31, 2015
$ 26.24 
Weighted Average Grant Date Fair Value, Vested
$ 25.28 
Weighted Average Grant Date Fair Value, Nonvested restricted stock units at May 2, 2015
$ 26.32 
Earnings Per Share - Schedule of Reconciliation of Basic Shares to Diluted Shares (Detail)
3 Months Ended
May 2, 2015
May 3, 2014
Earnings Per Share [Abstract]
 
 
Weighted-average shares—basic
36,753,114 
36,723,727 
Effect of dilutive equity securities
1,218,498 
1,347,321 
Weighted-average shares—diluted
37,971,612 
38,071,048 
Earnings Per Share - Additional Information (Detail) (Equity Option [Member])
3 Months Ended
May 2, 2015
Equity Option [Member]
 
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
 
Number of anti-dilutive securities
543,530 
Segment Financial Information - Additional Information (Detail) (USD $)
3 Months Ended
May 2, 2015
Segments
May 3, 2014
Segment Reporting Information [Line Items]
 
 
Number of reportable segments
 
Gross profit
$ 30,741,000 
$ 26,411,000 
Intercompany Sales [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Gross profit
 
Wholesale [Member] |
Intercompany Sales [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Wholesale intercompany sales excluded from net sales
$ 5,816,000 
$ 2,030,000 
Segment Financial Information - Summary of Operating Segments Information (Detail) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
May 2, 2015
May 3, 2014
Segment Reporting Information [Line Items]
 
 
Net sales
$ 59,842 
$ 53,452 
Operating Income
16,648 
15,555 
Income from operations
5,101 
5,207 
Capital Expenditures
6,260 
1,338 
Operating Segments [Member] |
Wholesale [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Net sales
38,287 
37,322 
Operating Income
14,277 
13,078 
Capital Expenditures
732 
90 
Operating Segments [Member] |
Direct-to-Consumer [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Net sales
21,555 
16,130 
Operating Income
2,371 
2,477 
Capital Expenditures
2,901 
1,115 
Unallocated Corporate [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Unallocated expenses
(11,547)
(10,348)
Capital Expenditures
$ 2,627 
$ 133 
Segment Financial Information - Summary of Assets by Operating Segments (Detail) (USD $)
In Thousands, unless otherwise specified
May 2, 2015
Jan. 31, 2015
Segment Reporting Information [Line Items]
 
 
Assets
$ 369,141 
$ 378,648 
Unallocated Corporate [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Assets
274,956 
274,220 
Wholesale [Member] |
Operating Segments [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Assets
58,500 
70,635 
Direct-to-Consumer [Member] |
Operating Segments [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Assets
$ 35,685 
$ 33,793 
Related Party Transactions - Additional Informatio