VINCE HOLDING CORP., 10-Q filed on 6/12/2014
Quarterly Report
Document and Entity Information
3 Months Ended
May 3, 2014
Jun. 6, 2014
Document And Entity Information [Abstract]
 
 
Document Type
10-Q 
 
Amendment Flag
false 
 
Document Period End Date
May 03, 2014 
 
Document Fiscal Year Focus
2014 
 
Document Fiscal Period Focus
Q1 
 
Trading Symbol
VNCE 
 
Entity Registrant Name
VINCE HOLDING CORP. 
 
Entity Central Index Key
0001579157 
 
Current Fiscal Year End Date
--01-31 
 
Entity Filer Category
Non-accelerated Filer 
 
Entity Common Stock, Shares Outstanding
 
36,723,727 
Condensed Consolidated Balance Sheets (USD $)
In Thousands, unless otherwise specified
May 3, 2014
Feb. 1, 2014
Current assets:
 
 
Cash and cash equivalents
$ 21,789 
$ 21,484 
Trade receivables, net
13,535 
40,198 
Inventories, net
31,850 
33,956 
Prepaid expenses and other current assets
11,787 
8,093 
Total current assets
78,961 
103,731 
Property, plant and equipment, net
14,053 
13,615 
Intangible assets, net
110,093 
110,243 
Goodwill
63,746 
63,746 
Deferred income taxes and other assets
121,738 
123,007 
Total assets
388,591 
414,342 
Current liabilities:
 
 
Accounts payable
16,272 
23,847 
Accrued salaries and employee benefits
2,534 
5,425 
Other accrued expenses
8,957 
9,061 
Total current liabilities
27,763 
38,333 
Long-term debt
150,000 
170,000 
Deferred income taxes and other
6,482 
3,443 
Other liabilities
169,015 
169,015 
Commitments and contingencies (Note 11)
   
   
Stockholders' equity:
 
 
Common Stock at $0.01 par value (100,000,000 shares authorized, 36,723,727 shares issued and outstanding)
367 
367 
Additional paid-in capital
1,008,945 
1,008,549 
Accumulated deficit
(973,916)
(975,300)
Accumulated other comprehensive loss
(65)
(65)
Total stockholders' equity
35,331 
33,551 
Total liabilities and stockholders' equity
$ 388,591 
$ 414,342 
Condensed Consolidated Balance Sheets (Parenthetical) (USD $)
May 3, 2014
Feb. 1, 2014
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
36,723,727 
36,723,727 
Common stock, shares outstanding
36,723,727 
36,723,727 
Condensed Consolidated Statements of Operations (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended
May 3, 2014
May 4, 2013
Income Statement [Abstract]
 
 
Net sales
$ 53,452 
$ 40,363 
Cost of products sold
27,041 
22,850 
Gross profit
26,411 
17,513 
Selling, general and administrative expenses
21,204 
15,613 
Income from operations
5,207 
1,900 
Interest expense, net
2,850 
10,624 
Other expense, net
50 
125 
Income (loss) before income taxes
2,307 
(8,849)
Provision for income taxes
923 
930 
Net income (loss) from continuing operations
1,384 
(9,779)
Net loss from discontinued operations, net of tax
 
(5,330)
Net income (loss)
$ 1,384 
$ (15,109)
Basic earnings (loss) per share:
 
 
Net income (loss) from continuing operations
$ 0.04 
$ (0.37)
Net loss from discontinued operations
 
$ (0.21)
Net income (loss)
$ 0.04 
$ (0.58)
Diluted earnings (loss) per share:
 
 
Net income (loss) from continuing operations
$ 0.04 
$ (0.37)
Net loss from discontinued operations
 
$ (0.21)
Net income (loss)
$ 0.04 
$ (0.58)
Weighted average shares outstanding:
 
 
Basic
36,723,727 
26,211,130 
Diluted
38,071,048 
26,211,130 
Condensed Consolidated Statements of Comprehensive Income (Loss) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
May 3, 2014
May 4, 2013
Statement Of Income And Comprehensive Income [Abstract]
 
 
Net income (loss)
$ 1,384 
$ (15,109)
Foreign currency translation adjustment
 
(56)
Comprehensive income (loss)
$ 1,384 
$ (15,165)
Condensed Consolidated Statements of Cash Flows (USD $)
In Thousands, unless otherwise specified
3 Months Ended
May 3, 2014
May 4, 2013
Operating activities
 
 
Net income (loss)
$ 1,384 
$ (15,109)
Less: Net loss from discontinued operations
 
(5,330)
Add (deduct) items not affecting operating cash flows:
 
 
Depreciation
905 
382 
Amortization of intangible assets
150 
150 
Amortization of deferred financing costs
265 
 
Amortization of deferred rent
385 
78 
Deferred income taxes
908 
923 
Share-based compensation expense
396 
 
Capitalized PIK Interest
 
10,624 
Changes in assets and liabilities:
 
 
Receivables, net
26,663 
17,556 
Inventories, net
2,106 
(1,216)
Prepaid expenses and other current assets
(1,100)
(3,727)
Accounts payable and accrued expenses
(10,364)
(12,108)
Other assets and liabilities
59 
Net cash provided by operating activities-continuing operations
21,757 
2,892 
Net cash used in operating activities-discontinued operations
 
(11,902)
Net cash provided by (used in) operating activities
21,757 
(9,010)
Investing activities
 
 
Payments for capital expenditures
(1,338)
(942)
Net cash used in investing activities-continuing operations
(1,338)
(942)
Net cash provided by investing activities-discontinued operations
 
4,998 
Net cash (used in)/provided by investing activities
(1,338)
4,056 
Financing activities
 
 
Payment for Term Loan Facility
(20,000)
 
Fees paid for Term Loan Facility and Revolving Credit Facility
(114)
 
Net cash used in financing activities-continuing operations
(20,114)
 
Net cash provided by financing activities-discontinued operations
 
4,004 
Net cash (used in)/provided by financing activities
(20,114)
4,004 
Increase (decrease) cash and cash equivalents
305 
(950)
Cash and cash equivalents, beginning of period
21,484 
1,881 
Cash and cash equivalents, end of period
21,789 
931 
Less cash and cash equivalents of discontinued operations, end of period
 
(671)
Cash and cash equivalents of continuing operations, end of period
21,789 
260 
Supplemental Disclosures of Non-Cash Investing and Financing Activities, continuing operations
 
 
Capital expenditures in accounts payable
16 
274 
Continuing Operations [Member]
 
 
Financing activities
 
 
Cash payments for interest
2,571 
 
Cash payments for income taxes, net of refunds
52 
Discontinued Operations [Member]
 
 
Financing activities
 
 
Cash payments for interest
 
5,879 
Cash payments for income taxes, net of refunds
 
$ 7 
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”), previously known as Apparel Holding Corp., closed an initial public offering of its common stock and completed a series of restructuring transactions through which (i) Kellwood Holding, LLC acquired the non-Vince businesses, which include Kellwood Company, LLC, from the Company and (ii) the Company continues to own and operate the Vince business, which includes Vince, LLC.

The historical financial information presented herein as of May 3, 2014 includes only the Vince business and all historical financial information prior to November 27, 2013 includes the Vince business as continuing operations and the non-Vince businesses as a component of discontinued operations.

(A) Description of Business: Vince is a leading contemporary fashion brand known for modern, effortless style and everyday luxury essentials. 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 February 1, 2014, as set forth in the 2013 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 3, 2014. 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.

Certain reclassifications have been made to the prior periods’ financial information in order to conform to the current period’s presentation.

The IPO and Restructuring Transactions
The IPO and Restructuring Transactions

Note 2. The IPO and Restructuring Transactions

Initial Public Offering

On November 27, 2013, VHC completed an initial public offering (the “IPO”) of 10,000,000 shares of VHC common stock at a public offering price of $20.00 per share. The selling stockholders in the offering sold an additional 1,500,000 shares of VHC common stock to the underwriters in the initial public offering. Shares of the Company’s common stock are listed on the New York Stock Exchange under the ticker symbol “VNCE”. VHC received net proceeds of $177,000, after deducting underwriting discounts, commissions and estimated offering expenses from its sale of shares in the initial public offering. The Company retained approximately $5,000 of such proceeds for general corporate purposes and used the remaining net proceeds, together with net borrowings under our new term loan facility 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 “Restructuring Transactions”). Proceeds from the repayment of the Kellwood Note Receivable were used to repay or discharge certain existing debt of Kellwood Company.

In connection with the IPO noted above and the Restructuring Transactions described below, we separated the Vince and non-Vince businesses on November 27, 2013. Any and all Kellwood debt obligations outstanding at the time of the transactions either remain with Kellwood Intermediate Holding, LLC and its subsidiaries (i.e. the non-Vince businesses) and/or were discharged, repurchased or refinanced. See information below for a summary of the Company’s new revolving credit facility and term loan facility.

Stock split

In connection with the IPO, VHC’s board of directors approved the conversion of all non-voting common stock into voting common stock on a one-for-one basis, and a 28.5177-for-one split of its common stock. Accordingly, all references to share and per share information in all periods presented have been adjusted to reflect the stock split. The par value per share of common stock was changed to $0.01 per share.

Restructuring Transactions

The following transactions were consummated as part of the Restructuring Transactions:

 

    Affiliates of Sun Capital Partners, Inc. (“Sun Capital”) contributed certain indebtedness under the Sun Term Loan Agreements as a capital contribution to Vince Holding Corp. (the “Additional Sun Capital Contribution”);

 

    Vince Holding Corp. contributed such indebtedness to Kellwood Company as a capital contribution, at which time such indebtedness was cancelled;

 

    Vince Intermediate Holding, LLC was formed and became a direct subsidiary of Vince Holding Corp.;

 

    Kellwood Company, LLC (which was converted from Kellwood Company in connection with the Restructuring Transactions) was contributed to Vince Intermediate Holding, LLC;

 

    Vince Holding Corp. and Vince Intermediate Holding, LLC entered into the transfer agreement with Kellwood Company, LLC;

 

    Kellwood Company, LLC distributed 100% of Vince, LLC’s membership interests to Vince Intermediate Holding, LLC, who issued the Kellwood Note Receivable to Kellwood Company, LLC. Proceeds from the repayment of the Kellwood Note Receivable were used to, among other things, repay, discharge or repurchase indebtedness of Kellwood Company, LLC;

 

    Kellwood Holding, LLC was formed by Vince Intermediate Holding, LLC and Vince Intermediate Holding, LLC, through a series of steps, contributed 100% of the membership interests of Kellwood Company, LLC to Kellwood Intermediate Holding, LLC (which was formed as a wholly-owned subsidiary of Kellwood Holding, LLC);

 

    100% of the membership interests of Kellwood Holding, LLC were distributed to the Pre-IPO Stockholders (as defined below);

 

    Revolving Credit Facility—Vince, LLC entered into a new senior secured revolving credit facility (the “Revolving Credit Facility”). Bank of America, N.A. (“BofA”) serves as administrative agent under the Revolving Credit Facility. This Revolving Credit Facility provides for a revolving line of credit of up to $50,000;

 

    Term Loan Facility—Vince, LLC and Vince Intermediate Holding, LLC entered into a new $175,000 senior secured term loan credit facility with the lenders party thereto, BofA, as administrative agent, J.P. Morgan Chase Bank and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers;

 

    Shared Services Agreement—Vince, LLC entered into a shared services agreement (the “Shared Services Agreement”) with Kellwood Company, LLC pursuant to which Kellwood Company, LLC provides support services to Vince, LLC in various operational areas including, among other things, distribution, logistics, information technology, accounts payable, credit and collections, and payroll and benefits;

 

    Tax Receivable Agreement—The Company entered into a tax receivable agreement (the “Tax Receivable Agreement”) with its stockholders immediately prior to the consummation of the Restructuring Transactions (the “Pre-IPO Stockholders”). 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 certain tax benefits (including net operating losses and tax credits generated prior to the IPO and certain section 197 intangible deductions); and

 

    the conversion of all of our issued and outstanding non-voting common stock into common stock on a one-for-one basis and the subsequent stock split of our common stock on a 28.5177-for-one basis, at which time Apparel Holding Corp. became Vince Holding Corp.

As a result of the IPO and Restructuring Transactions, the non-Vince businesses were separated from the Vince business, and the Pre-IPO Stockholders (through their ownership of Kellwood Holding, LLC) retained the full ownership and control of the non-Vince businesses. The Vince business is now the sole operating business of Vince Holding Corp., with the Pre-IPO stockholders retaining approximately a 68% ownership (calculated immediately after consummation of the IPO).

Immediately after the consummation of the IPO and as described below, Vince Holding Corp. contributed the net proceeds from the IPO to Vince Intermediate Holding, LLC. Vince Intermediate Holding, LLC used such proceeds, less approximately $5,000 retained for general corporate purposes, and approximately $169,500 of net borrowings under its Term Loan Facility to immediately repay the Kellwood Note Receivable. There was no outstanding balance on the Kellwood Note Receivable after giving effect to such repayment. Proceeds from the repayment of the Kellwood Note Receivable were used to (i) repay, discharge or repurchase indebtedness of Kellwood Company, LLC in connection with the closing of the IPO (including approximately $9,100 of accrued and unpaid interest on such indebtedness), and (ii) pay (A) the restructuring fee payable to Sun Capital Management and (B) the debt recovery bonus payable to our Chief Executive Officer, all after giving effect to the Additional Sun Capital Contribution. The Kellwood Note Receivable did not include amounts outstanding under Kellwood’s revolving credit facility, which was refinanced in connection with consummation of the IPO. Kellwood Company, LLC refinanced the Wells Fargo Facility in connection with the consummation of the IPO. Neither Vince Holding Corp. nor Vince, LLC guarantee or are a borrower party to the refinanced credit facility.

Kellwood Company, LLC used the proceeds from the repayment of the Kellwood Note Receivable to, after giving effect to the Additional Sun Capital Contribution, (i) repay, at closing, all indebtedness outstanding under (A) the Cerberus Term Loan and (B) the Sun Term Loan Agreements, (ii) redeem at par all of the 12.875% Notes, pursuant to an unconditional redemption notice issued at the closing of the IPO, plus, with respect to clauses (i) and (ii), fees, expenses and accrued and unpaid interest thereon, (iii) pay a restructuring fee equal to $3,300 to Sun Capital Partners Management pursuant to a management services agreement, and (iv) pay a debt recovery bonus to our Chief Executive Officer.

In addition, Kellwood Company conducted a tender offer for all of its outstanding 7.625% Notes, at par plus accrued and unpaid interest thereon, using proceeds from the repayment of the Kellwood Note Receivable. On November 27, 2013, in connection with the closing of the IPO and as an early settlement of the tender offer, Kellwood Company, LLC accepted for purchase (and cancelled) approximately $33,474 in aggregate principal amount of the 7.625% Notes. On December 12, 2013, as part of the final settlement of the tender offer, Kellwood Company, LLC accepted for purchase (and cancelled) an additional $4,670 in aggregate principal amount of the 7.625% Notes. After giving effect to these settlements, approximately $48,808 of the 7.625% Notes remain issued and outstanding; provided, that neither VHC, nor Vince Intermediate Holding, LLC nor Vince, LLC are a guarantor or obligor of such notes.

After completion of these various transactions (including the Additional Sun Capital Contribution) and payments and application of the net proceeds from the repayment of the Kellwood Note Receivable, Vince, LLC’s obligations under the Wells Fargo Facility, the Cerberus Term Loan, the Sun Term Loan Agreements and the 12.875% Notes were terminated or discharged. Neither VHC, nor Vince Intermediate Holding, LLC nor Vince, LLC is a guarantor or obligor of the 7.625% Notes or the refinanced Wells Fargo Facility. Thereafter, VHC is not responsible for the obligations described above and the only outstanding obligations of Vince Holding Corp. and its subsidiaries immediately after the consummation of the IPO is $175,000 outstanding under our new Term Loan Facility.

Discontinued Operations
Discontinued Operations

Note 3. Discontinued Operations

On November 27, 2013, in connection with the IPO and Restructuring Transactions, we separated the Vince and non-Vince businesses whereby the non-Vince business is now owned by Kellwood Holding, LLC, of which 100% of the membership interests are owned by the Pre-IPO Stockholders. In connection with the Restructuring Transactions, the Company issued the Kellwood Note Receivable to Kellwood Company, LLC, in the amount of $341,500, which was immediately repaid with proceeds from the IPO and new term loan facility. There was no remaining balance on the Kellwood Note Receivable after such repayment. Proceeds from the repayment of the Kellwood Note Receivable were used by Kellwood to (i) repay, discharge or repurchase indebtedness of Kellwood Company, LLC (including approximately $9,100 of accrued and unpaid interest on such indebtedness), and (ii) pay (A) the restructuring fee payable to Sun Capital Management and (B) the debt recovery bonus payable to our Chief Executive Officer.

As the Company and Kellwood Holding, LLC were under the common control of affiliates of Sun Capital, this separation transaction resulted in a $73,081 adjustment to additional paid-in capital on our Condensed Consolidated Balance Sheet at February 1, 2014.

As a result of the separation with the non-Vince businesses, the financial results of the non-Vince businesses through the separation date of November 27, 2013, are now included in results from discontinued operations, including the three months ended May 4, 2013. The non-Vince businesses continue to operate as a stand-alone company. Due to differences in the basis of presentation for discontinued operations and the basis of presentation as a stand-alone company, the financial results of the non-Vince businesses included within discontinued operations of the Company may not be indicative of actual financial results of the non-Vince businesses as a stand-alone company.

On November 27, 2013, we entered into a Shared Services Agreement with Kellwood pursuant to which Kellwood provides support services in various operational areas as further discussed in Note 13. Other than the payments for services provided under this agreement, we do not expect any future cash flows related to the non-Vince business.

 

The separation of the non-Vince businesses was completed on November 27, 2013. Accordingly, there are no results from discontinued operations reflected on the Condensed Consolidated Statement of Operations for the three months ended May 3, 2014. The results of the non-Vince businesses included in discontinued operations for the three months ended May 4, 2013 are summarized in the following table (in thousands).

 

     Three months
ended May 4,
2013
 

Net sales

   $ 130,714   

Cost of products sold

     102,548   
  

 

 

 

Gross profit

     28,166   

Selling, general and administrative expenses

     31,156   

Restructuring, environmental and other charges

     844   

Interest expense, net

     13,679   

Other expense (income), net

     (693
  

 

 

 

Loss before income taxes

     (16,820 )

Income taxes

     (11,490 )
  

 

 

 

Net loss from discontinued operations, net of tax

   $ (5,330 )
  

 

 

 

Effective tax rate

     68.3 %

The effective tax rate for the three months ended May 4, 2013 differs from the U.S. statutory rate of 35% primarily due to a release of valuation allowance. The release in valuation allowance is primarily due to the allocation of the disallowed tax loss on the sale of the Baby Phat trademark to intangible assets with indefinite lives resulting in fewer deferred tax liabilities that cannot be offset against deferred tax assets for valuation allowance purposes.

At May 3, 2014 and February 1, 2014, there are no remaining assets or liabilities of the non-Vince businesses reflected in the Condensed Consolidated Balance Sheet.

Goodwill and Intangible Assets
Goodwill and Intangible Assets

Note 4. Goodwill and Intangible Assets

Goodwill balances and changes therein subsequent to the February 1, 2014 Condensed Consolidated Balance Sheet are as follows (in thousands):

 

     Gross Goodwill      Accumulated
Impairment
    Net Goodwill  

Balance as of February 1, 2014

   $ 110,688       $ (46,942 )   $ 63,746   
  

 

 

    

 

 

   

 

 

 

Balance as of May 3, 2014

   $ 110,688       $ (46,942 )   $ 63,746   
  

 

 

    

 

 

   

 

 

 

Identifiable intangible assets summary (in thousands):

 

     Gross Amount      Accumulated
Amortization
    Net Book
Value
 

Balance as of February 1, 2014

       

Amortizable intangible assets:

       

Customer relationships

   $ 11,970       $ (3,577 )   $ 8,393   

Indefinite-lived intangible assets:

       

Trademark

     101,850         —         101,850   
  

 

 

    

 

 

   

 

 

 

Total intangible assets

   $ 113,820       $ (3,577 )   $ 110,243   
  

 

 

    

 

 

   

 

 

 

 

     Gross Amount      Accumulated
Amortization
    Net Book
Value
 

Balance as of May 3, 2014:

       

Amortizable intangible assets:

       

Customer relationships

   $ 11,970       $ (3,727 )   $ 8,243   

Indefinite-lived intangible assets:

       

Trademark

     101,850         —         101,850   
  

 

 

    

 

 

   

 

 

 

Total intangible assets

   $ 113,820       $ (3,727 )   $ 110,093   
  

 

 

    

 

 

   

 

 

 

Amortization of identifiable intangible assets for continuing operations was $150 for three months ended May 3, 2014 and May 4, 2013. 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 5. 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 3, 2014 or February 1, 2014. At May 3, 2014 and February 1, 2014, 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 instruments. As the Company’s debt obligation as of May 3, 2014 are at variable rates, there is no significant difference between the fair value and carrying value of the Company’s outstanding 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 intangible assets), non-financial assets are assessed for impairment, if applicable, written down to (and recorded at) fair value.

Financing Arrangements
Financing Arrangements

Note 6. Financing Arrangements

Revolving Credit Facility

On November 27, 2013, Vince, LLC entered into the Revolving Credit Facility in connection with the closing of the IPO and Restructuring Transactions. BofA serves as administrative agent for this new 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 (“Vince Intermediate”) are the guarantors under the new 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 must maintain a consolidated EBITDA (as defined in the Revolving Credit Facility) equal to or greater than $20,000.

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 3, 2014, the availability on the Revolving Credit Facility was $45,800 and there were $5,500 of letters of credit outstanding. No borrowings have been made to date.

Long-Term Debt
Long-Term Debt

Note 7. Long-Term Debt

Long-term debt consisted of the following as of May 3, 2014 and February 1, 2014 (in thousands).

 

     May 3,
2014
     February 1,
2014
 

Term Loan Facility

   $ 150,000       $ 170,000   
  

 

 

    

 

 

 

Total long-term debt

   $ 150,000       $ 170,000   
  

 

 

    

 

 

 

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 the $175,000 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 the Kellwood Note Receivable.

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 5.00% or (ii) the base rate (subject to a 2.00% floor) plus 3.00%. 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 1.0 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.

The Company made voluntary pre-payments of $5,000 in January 2014 and $20,000 during the quarter ended May 3, 2014 on the Term Loan Facility. As of May 3, 2014 the Company had $150,000 of debt outstanding.

Inventory
Inventory

Note 8. Inventory

Inventories of continuing operations consist of the following (in thousands):

 

     May 3,
2014
     February 1,
2014
 

Finished goods

   $ 31,850       $ 32,946   

Work in process

     —           98   

Raw materials

     —           912   
  

 

 

    

 

 

 

Total inventories, net

   $ 31,850       $ 33,956   
  

 

 

    

 

 

 
Share-Based Compensation
Share-Based Compensation

Note 9. Share-Based Compensation

Vince Holding Corp.

For the financial periods presented herein through November 27, 2013, Vince Holding Corp. did not have convertible equity or convertible debt securities, any of which could result in share-based compensation expense. In connection with the 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 Vince Holding Corp. 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 Option Plan. On November 21, 2013 and as discussed above, 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. We will not grant any future awards under the 2010 Option Plan. Future awards shall be granted under the Vince 2013 Incentive Plan.

Vince 2013 Incentive Plan

In connection with the IPO, the Company adopted the Vince 2013 Incentive Plan (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 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 3, 2014, there were 3,039,200 shares under the Vince 2013 Incentive Plan available for future grants.

A summary of stock option activity is as follows:

 

     Options     Weighted
Average
Exercise Price
     Weighted Average
Remaining
Contractual
Term (years)
 

Outstanding at February 1, 2014

     2,289,530      $ 8.26         8.8   

Granted

     —        $ —        

Exercised

     —        $ —        

Forfeited or expired

     (6,123 )   $ 20.00      
  

 

 

      

Outstanding at May 3, 2014

     2,283,407      $ 8.23         8.6   
  

 

 

      

Vested or expected to vest at May 3, 2014

     2,277,410      $ 8.23      
  

 

 

      

Exercisable at May 3, 2014

     318,464      $ 5.89      
  

 

 

      

The Company has also issued restricted stock units to its non-employee directors and directors not affiliated with Sun Capital under the Vince 2013 Incentive Plan. During the three months ended May 3, 2014, the Company granted 2,966 restricted stock units, resulting in 10,466 nonvested restricted stock units outstanding at May 3, 2014.

Share-based compensation expense which is reflected in selling, general and administrative expenses was $396 for the three months ended May 3, 2014.

Earnings Per Share
Earnings Per Share

Note 10. Earnings Per Share

All share information presented below and herein has been adjusted to reflect the stock split approved by VHC’s board of directors as of November 27, 2013. The three months ended May 3, 2014 includes the impact of 10,000,000 shares issued by the Company on November 21, 2013. As the quarter ended May 4, 2013 included a net loss, there were no dilutive securities as the impact would have been anti-dilutive.

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

 

     Three Months Ended  
     May 3,
2014
     May 4,
2013
 

Weighted-average shares—basic

     36,723,727         26,211,130   

Effect of dilutive equity securities

     1,347,321         —     
  

 

 

    

 

 

 

Weighted-average shares—diluted

     38,071,048         26,211,130   
  

 

 

    

 

 

 
Commitments and Contingencies
Commitments and Contingencies

Note 11. 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.

Segment Financial Information
Segment Financial Information

Note 12. 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.

 

    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 Vince Holding Corp. for the year ended February 1, 2014 included in the 2013 Annual Report on Form 10-K filed with the SEC on April 4, 2014. 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 capitalized deferred financing costs, the carrying values of our goodwill and unamortized trademark, debt and 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 $2,030 and $2,426 have been excluded from the net sales totals presented below for the three months ended May 3, 2014 and May 4, 2013, 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 3,
2014
    May 4,
2013
 

Net Sales

  

Wholesale

   $ 37,322      $ 28,971   

Direct-to-consumer

     16,130        11,392   
  

 

 

   

 

 

 

Total net sales

   $ 53,452      $ 40,363   
  

 

 

   

 

 

 

Operating Income

  

Wholesale

   $ 13,078      $ 7,448   

Direct-to-consumer

     2,477        2,035   
  

 

 

   

 

 

 

Subtotal

     15,555        9,483   

Unallocated expenses

     (10,348 )     (7,583 )
  

 

 

   

 

 

 

Total operating income

   $ 5,207      $ 1,900   
  

 

 

   

 

 

 

Capital Expenditures

  

Wholesale

   $ 90      $ 125   

Direct-to-consumer

     1,115        817   

Unallocated corporate

     133        —     
  

 

 

   

 

 

 

Total capital expenditures

   $ 1,338      $ 942   
  

 

 

   

 

 

 
     May 3,
2014
    February 1,
2014
 

Total Assets

    

Wholesale

   $ 50,381      $ 78,122   

Direct-to-consumer

     23,395        24,169   

Unallocated corporate

     314,815        312,051   
  

 

 

   

 

 

 

Total assets

   $ 388,591      $ 414,342   
  

 

 

   

 

 

 
Related Party Transactions
Related Party Transactions

Note 13. Related Party Transactions

Shared Services Agreement

On November 27, 2013, Vince, LLC entered into the Shared Services Agreement pursuant to which Kellwood Company, LLC 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.

We are invoiced by Kellwood monthly for these amounts 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. As of May 3, 2014, we have recorded $1,240 in other accrued expenses to recognize amounts payable to Kellwood under the Shared Services Agreement.

Tax Receivable Agreement

Vince Holding Corp. 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 initial public offering 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 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 3, 2014 we have recorded $173,146 to recognize our obligation under the Tax Receivable Agreement, which has a term of ten years, and was recorded as an adjustment to additional paid-in capital on our Condensed Consolidated Balance Sheet as of May 3, 2014. Approximately $4,131 is recorded as a component of other accrued expenses and $169,015 as other liabilities on our Condensed Consolidated Balance Sheet as of May 3, 2014.

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 quarter ended May 3, 2014 we paid Sun Capital Management approximately $39 for reimbursement of expenses under the Sun Capital Consulting Agreement.

Description of Business and Basis of Presentation (Policies)

(A) Description of Business: Vince is a leading contemporary fashion brand known for modern, effortless style and everyday luxury essentials. 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 February 1, 2014, as set forth in the 2013 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 3, 2014. 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.

Certain reclassifications have been made to the prior periods’ financial information in order to conform to the current period’s presentation.

Discontinued Operations (Tables)
Schedule of Results of Non-Vince Businesses Included in Discontinued Operations

The results of the non-Vince businesses included in discontinued operations for the three months ended May 4, 2013 are summarized in the following table (in thousands).

 

     Three months
ended May 4,
2013
 

Net sales

   $ 130,714   

Cost of products sold

     102,548   
  

 

 

 

Gross profit

     28,166   

Selling, general and administrative expenses

     31,156   

Restructuring, environmental and other charges

     844   

Interest expense, net

     13,679   

Other expense (income), net

     (693
  

 

 

 

Loss before income taxes

     (16,820 )

Income taxes

     (11,490 )
  

 

 

 

Net loss from discontinued operations, net of tax

   $ (5,330 )
  

 

 

 

Effective tax rate

     68.3 %
Goodwill and Intangible Assets (Tables)

Goodwill balances and changes therein subsequent to the February 1, 2014 Condensed Consolidated Balance Sheet are as follows (in thousands):

 

     Gross Goodwill      Accumulated
Impairment
    Net Goodwill  

Balance as of February 1, 2014

   $ 110,688       $ (46,942 )   $ 63,746   
  

 

 

    

 

 

   

 

 

 

Balance as of May 3, 2014

   $ 110,688       $ (46,942 )   $ 63,746   
  

 

 

    

 

 

   

 

 

 

Identifiable intangible assets summary (in thousands):

 

     Gross Amount      Accumulated
Amortization
    Net Book
Value
 

Balance as of February 1, 2014

       

Amortizable intangible assets:

       

Customer relationships

   $ 11,970       $ (3,577 )   $ 8,393   

Indefinite-lived intangible assets:

       

Trademark

     101,850         —         101,850   
  

 

 

    

 

 

   

 

 

 

Total intangible assets

   $ 113,820       $ (3,577 )   $ 110,243   
  

 

 

    

 

 

   

 

 

 

 

     Gross Amount      Accumulated
Amortization
    Net Book
Value
 

Balance as of May 3, 2014:

       

Amortizable intangible assets:

       

Customer relationships

   $ 11,970       $ (3,727 )   $ 8,243   

Indefinite-lived intangible assets:

       

Trademark

     101,850         —         101,850   
  

 

 

    

 

 

   

 

 

 

Total intangible assets

   $ 113,820       $ (3,727 )   $ 110,093   
  

 

 

    

 

 

   

 

 

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

Long-term debt consisted of the following as of May 3, 2014 and February 1, 2014 (in thousands).

 

     May 3,
2014
     February 1,
2014
 

Term Loan Facility

   $ 150,000       $ 170,000   
  

 

 

    

 

 

 

Total long-term debt

   $ 150,000       $ 170,000   
  

 

 

    

 

 

 
Inventory (Tables)
Schedule of Inventories of Continuing Operations

Inventories of continuing operations consist of the following (in thousands):

 

     May 3,
2014
     February 1,
2014
 

Finished goods

   $ 31,850       $ 32,946   

Work in process

     —           98   

Raw materials

     —           912   
  

 

 

    

 

 

 

Total inventories, net

   $ 31,850       $ 33,956   
  

 

 

    

 

 

 
Share-Based Compensation (Tables)
Summary of Stock Option Activity

A summary of stock option activity is as follows:

 

     Options     Weighted
Average
Exercise Price
     Weighted Average
Remaining
Contractual
Term (years)
 

Outstanding at February 1, 2014

     2,289,530      $ 8.26         8.8   

Granted

     —        $ —        

Exercised

     —        $ —        

Forfeited or expired

     (6,123 )   $ 20.00      
  

 

 

      

Outstanding at May 3, 2014

     2,283,407      $ 8.23         8.6   
  

 

 

      

Vested or expected to vest at May 3, 2014

     2,277,410      $ 8.23      
  

 

 

      

Exercisable at May 3, 2014

     318,464      $ 5.89      
  

 

 

      
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 3,
2014
     May 4,
2013
 

Weighted-average shares—basic

     36,723,727         26,211,130   

Effect of dilutive equity securities

     1,347,321         —     
  

 

 

    

 

 

 

Weighted-average shares—diluted

     38,071,048         26,211,130   
  

 

 

    

 

 

 
Segment Financial Information (Tables)

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

 

     Three months ended  
     May 3,
2014
    May 4,
2013
 

Net Sales

  

Wholesale

   $ 37,322      $ 28,971   

Direct-to-consumer

     16,130        11,392   
  

 

 

   

 

 

 

Total net sales

   $ 53,452      $ 40,363   
  

 

 

   

 

 

 

Operating Income

  

Wholesale

   $ 13,078      $ 7,448   

Direct-to-consumer

     2,477        2,035   
  

 

 

   

 

 

 

Subtotal

     15,555        9,483   

Unallocated expenses

     (10,348 )     (7,583 )
  

 

 

   

 

 

 

Total operating income

   $ 5,207      $ 1,900   
  

 

 

   

 

 

 

Capital Expenditures

  

Wholesale

   $ 90      $ 125   

Direct-to-consumer

     1,115        817   

Unallocated corporate

     133        —     
  

 

 

   

 

 

 

Total capital expenditures

   $ 1,338      $ 942   
  

 

 

   

 

 

 
   May 3,
2014
    February 1,
2014
 

Total Assets

    

Wholesale

   $ 50,381      $ 78,122   

Direct-to-consumer

     23,395        24,169   

Unallocated corporate

     314,815        312,051   
  

 

 

   

 

 

 

Total assets

   $ 388,591      $ 414,342   
  

 

 

   

 

 

The IPO and Restructuring Transactions - Additional Information (Detail) (USD $)
In Thousands, except Share data, unless otherwise specified
0 Months Ended 0 Months Ended 0 Months Ended
Nov. 27, 2013
May 3, 2014
Feb. 1, 2014
Nov. 21, 2013
May 3, 2014
7.625% Notes [Member]
Dec. 12, 2013
7.625% Notes [Member]
Nov. 27, 2013
7.625% Notes [Member]
Nov. 27, 2013
Initial Public Offering [Member]
Nov. 27, 2013
Sun Capital Partners Management [Member]
Nov. 27, 2013
Term Loan Facility [Member]
May 3, 2014
Revolving Credit Facility [Member]
Nov. 27, 2013
Revolving Credit Facility [Member]
Nov. 27, 2013
12.875% Notes [Member]
Nov. 27, 2013
Vince, LLC [Member]
Nov. 27, 2013
Kellwood [Member]
Subsidiary, Sale of Stock [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common stock issued
 
36,723,727 
36,723,727 
10,000,000 
 
 
 
10,000,000 
 
 
 
 
 
 
 
Common stock price per share
$ 0.01 
$ 0.01 
$ 0.01 
 
 
 
 
$ 20.00 
 
 
 
 
 
 
 
Shares sold by selling shareholders
 
 
 
 
 
 
 
1,500,000 
 
 
 
 
 
 
 
Proceeds from initial public offering
 
 
 
 
 
 
 
$ 177,000 
 
 
 
 
 
 
 
Proceeds retained by company for general corporate purposes
 
 
 
 
 
 
 
5,000 
 
 
 
 
 
 
5,000 
Stock split ratio
28.5177 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentage of membership interests distributed
 
 
 
 
 
 
 
 
 
 
 
 
 
100.00% 
100.00% 
Credit facility, maximum borrowing capacity
 
 
 
 
 
 
 
 
 
175,000 
45,800 
50,000 
 
 
 
Aggregate taxes payable reduction percentage
85.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ownership percentage
68.00% 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net borrowings under new Term Loan Facility
 
 
 
 
 
 
 
 
 
 
 
 
 
 
169,500 
Accrued and unpaid interest
 
 
 
 
 
 
 
 
 
 
 
 
 
 
9,100 
Outstanding balance on Note Receivable
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Debt instrument, interest rate
 
 
 
 
7.625% 
 
 
 
 
 
 
 
12.875% 
 
 
Transaction fee
 
 
 
 
 
 
 
 
3,300 
 
 
 
 
 
 
Purchase (and cancelled) in aggregate principal amount
 
 
 
 
 
4,670 
33,474 
 
 
 
 
 
 
 
 
Aggregate principal amount outstanding
 
 
 
 
 
48,808 
 
 
 
 
 
 
 
 
 
Long-term debt
 
 
 
 
 
 
 
 
 
$ 175,000 
 
 
 
 
 
Discontinued Operations - Additional Information (Detail) (USD $)
In Thousands, unless otherwise specified
3 Months Ended 0 Months Ended
Feb. 1, 2014
May 4, 2013
May 3, 2014
Nov. 27, 2013
Kellwood [Member]
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
 
 
 
 
Percentage of membership interests distributed
 
 
 
100.00% 
Notes receivable immediately repaid
 
 
 
$ 341,500 
Notes receivable outstanding balance from related parties
 
 
 
Accrued and unpaid interest
 
 
 
9,100 
Separation of non-Vince businesses and settlement of Kellwood note receivable
73,081 
 
 
 
U.S. statutory rate, percentage
 
35.00% 
 
 
Non-Vince business, remaining assets
 
 
Non-Vince business, remaining liabilities
$ 0 
 
$ 0 
 
Discontinued Operations - Schedule of Results of Non-Vince Businesses Included in Discontinued Operations (Detail) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
May 4, 2013
Discontinued Operations And Disposal Groups [Abstract]
 
Net sales
$ 130,714 
Cost of products sold
102,548 
Gross profit
28,166 
Selling, general and administrative expenses
31,156 
Restructuring, environmental and other charges
844 
Interest expense, net
13,679 
Other expense (income), net
(693)
Loss before income taxes
(16,820)
Income taxes
(11,490)
Net loss from discontinued operations, net of tax
$ (5,330)
Effective tax rate
68.30% 
Goodwill and Intangible Assets - Summary of Goodwill Balances (Detail) (USD $)
In Thousands, unless otherwise specified
May 3, 2014
Feb. 1, 2014
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 3, 2014
Feb. 1, 2014
Finite-Lived Intangible Assets [Line Items]
 
 
Gross Amount
$ 113,820 
$ 113,820 
Net Book Value
110,093 
110,243 
Customer Relationships [Member]
 
 
Finite-Lived Intangible Assets [Line Items]
 
 
Gross Amount
11,970 
11,970 
Accumulated Amortization
(3,727)
(3,577)
Net Book Value
8,243 
8,393 
Trademark [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 3, 2014
May 4, 2013
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 $)
In Thousands, unless otherwise specified
May 3, 2014
Feb. 1, 2014
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 $)
In Thousands, unless otherwise specified
0 Months Ended 3 Months Ended
Nov. 27, 2013
May 3, 2014
Credit Facilities [Line Items]
 
 
Maximum borrowing capacity
$ 50,000 
$ 45,800 
Revolving Credit Facility maturity date
Nov. 27, 2018 
 
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%. 
Percentage of loan greater than Excess Availability
 
15.00% 
Amount greater than Excess Availability
 
7,500 
Excess Availability period
 
30 days 
Consolidated EBITDA amount
 
20,000 
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 must maintain a consolidated EBITDA (as defined in the Revolving Credit Facility) equal to or greater than $20,000. 
Consolidated Fixed Charge Coverage Ratio
 
1.1 
Letters of credit amount outstanding
 
5,500 
Letters of credit, Borrowings
 
Federal Funds Rate [Member]
 
 
Credit Facilities [Line Items]
 
 
Variable rate percentage
0.50% 
 
LIBOR [Member]
 
 
Credit Facilities [Line Items]
 
 
Variable rate percentage
1.00% 
 
Federal Funds or LIBOR Rate [Member]
 
 
Credit Facilities [Line Items]
 
 
Variable rate percentage
2.00% 
 
Maximum [Member]
 
 
Credit Facilities [Line Items]
 
 
Letters of credit sublimit amount
25,000 
 
Increase in aggregate commitments amount
20,000 
 
Pro Forma [Member]
 
 
Credit Facilities [Line Items]
 
 
Percentage of loan greater than Excess Availability
 
20.00% 
Amount greater than Excess Availability
 
7,500 
Excess Availability Greater than 35% [Member]
 
 
Credit Facilities [Line Items]
 
 
Percentage of loan greater than Excess Availability
 
35.00% 
Amount greater than Excess Availability
 
$ 10,000 
Long-Term Debt - Summary of Long-Term Debt (Detail) (USD $)
In Thousands, unless otherwise specified
May 3, 2014
Feb. 1, 2014
Schedule of Capitalization, Long-term Debt [Line Items]
 
 
Total long-term debt
$ 150,000 
$ 170,000 
Term Loan Facility [Member]
 
 
Schedule of Capitalization, Long-term Debt [Line Items]
 
 
Long-term debt
$ 150,000 
$ 170,000 
Long-Term Debt - Additional Information (Detail) (USD $)
In Thousands, unless otherwise specified
0 Months Ended 3 Months Ended 12 Months Ended
Nov. 27, 2013
May 3, 2014
Feb. 1, 2014
Debt Instrument [Line Items]
 
 
 
Debt outstanding
 
$ 150,000 
$ 170,000 
Term Loan Facility [Member]
 
 
 
Debt Instrument [Line Items]
 
 
 
Long-term debt
175,000 
 
 
Term Loan Facility maturity date
Nov. 27, 2019 
 
 
Incremental facility
50,000 
 
 
Amortization of principal, percentage
0.25% 
 
 
Variable rate percentage
2.00% 
 
 
Voluntary pre-payments of debt
 
$ 20,000 
$ 5,000 
Term Loan Facility [Member] |
Eurodollar [Member]
 
 
 
Debt Instrument [Line Items]
 
 
 
Variable rate percentage
5.00% 
 
 
Term Loan Facility [Member] |
Base Rate [Member]
 
 
 
Debt Instrument [Line Items]
 
 
 
Variable rate percentage
3.00% 
 
 
Term Loan Facility [Member] |
Non Default Interest Rate [Member]
 
 
 
Debt Instrument [Line Items]
 
 
 
Variable rate percentage
2.00% 
 
 
Term Loan Facility [Member] |
Minimum [Member]
 
 
 
Debt Instrument [Line Items]
 
 
 
Total secured leverage ratio
1.00% 
 
 
Term Loan Facility [Member] |
Minimum [Member] |
Pro Forma [Member]
 
 
 
Debt Instrument [Line Items]
 
 
 
Total secured leverage ratio
0.25% 
 
 
Term Loan Facility [Member] |
Minimum [Member] |
Eurodollar [Member]
 
 
 
Debt Instrument [Line Items]
 
 
 
Interest rate percentage
1.00% 
 
 
Term Loan Facility [Member] |
Minimum [Member] |
Base Rate [Member]
 
 
 
Debt Instrument [Line Items]
 
 
 
Interest rate percentage
2.00% 
 
 
Term Loan Facility [Member] |
Maximum [Member]
 
 
 
Debt Instrument [Line Items]
 
 
 
Total secured leverage ratio
3.00% 
 
 
Term Loan Facility [Member] |
Fiscal Year 2014 [Member] |
Maximum [Member]
 
 
 
Debt Instrument [Line Items]
 
 
 
Total secured leverage ratio
3.75% 
 
 
Term Loan Facility [Member] |
Fiscal Year 2015 [Member] |
Maximum [Member]
 
 
 
Debt Instrument [Line Items]
 
 
 
Total secured leverage ratio
3.50% 
 
 
Term Loan Facility [Member] |
Fiscal Year 2016 [Member] |
Maximum [Member]
 
 
 
Debt Instrument [Line Items]
 
 
 
Total secured leverage ratio
3.25% 
 
 
Inventory - Schedule of Inventories of Continuing Operations (Detail) (USD $)
In Thousands, unless otherwise specified
May 3, 2014
Feb. 1, 2014
Inventory Disclosure [Abstract]
 
 
Finished goods
$ 31,850 
$ 32,946 
Work in process
 
98 
Raw materials
 
912 
Total inventories, net
$ 31,850 
$ 33,956 
Share-Based Compensation - Additional Information (Detail) (USD $)
In Thousands, except Share data, unless otherwise specified
3 Months Ended
May 3, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Grant of options provided to acquire common stock prior to IPO
   
Share-based compensation expense
$ 396 
Restricted Stock Units (RSUs) [Member]
 
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
 
Restricted stock units, granted
2,966 
Nonvested restricted stock units outstanding
10,466 
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
3,039,200 
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 $)
3 Months Ended 12 Months Ended
May 3, 2014
Feb. 1, 2014
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
 
 
Options, Outstanding at beginning of period
2,289,530 
 
Options, Granted
   
 
Options, Exercised
   
 
Options, Forfeited or expired
(6,123)
 
Options, Outstanding at end of period
2,283,407 
2,289,530 
Options, Vested or expected to vest at May 3, 2014
2,277,410 
 
Options, Exercisable at May 3, 2014
318,464 
 
Weighted Average Exercise Price, Outstanding at beginning of period
$ 8.26 
 
Weighted Average Exercise Price, Granted
   
 
Weighted Average Exercise Price, Exercised
   
 
Weighted Average Exercise Price, Forfeited or expired
$ 20.00 
 
Weighted Average Exercise Price, Outstanding at end of period
$ 8.23 
$ 8.26 
Weighted Average Exercise Price, Vested or expected at May 3, 2014
$ 8.23 
 
Weighted Average Exercise Price, Exercisable at May 3, 2014
$ 5.89 
 
Weighted Average Remaining Contractual Term (years)
8 years 7 months 6 days 
8 years 9 months 18 days 
Earnings Per Share - Additional Information (Detail)
3 Months Ended
May 4, 2013
May 3, 2014
Feb. 1, 2014
Nov. 21, 2013
Earnings Per Share [Abstract]
 
 
 
 
Common stock issued
 
36,723,727 
36,723,727 
10,000,000 
Number of anti-dilutive securities
 
 
 
Earnings Per Share - Schedule of Reconciliation of Basic Shares to Diluted Shares (Detail)
3 Months Ended
May 3, 2014
May 4, 2013
Earnings Per Share [Abstract]
 
 
Weighted-average shares-basic
36,723,727 
26,211,130 
Effect of dilutive equity securities
1,347,321 
 
Weighted-average shares-diluted
38,071,048 
26,211,130 
Segment Financial Information - Additional Information (Detail) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
May 3, 2014
May 4, 2013
Segment Reporting Information [Line Items]
 
 
Number of reportable segments
 
Profit from intersegment sale
$ 0 
 
Intercompany Sales [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Wholesale intercompany sales excluded from net sales
$ 2,030 
$ 2,426 
Segment Financial Information - Summary of Operating Segments Information (Detail) (USD $)
In Thousands, unless otherwise specified
3 Months Ended
May 3, 2014
May 4, 2013
Segment Reporting Information [Line Items]
 
 
Net sales
$ 53,452 
$ 40,363 
Operating Income
15,555 
9,483 
Total operating income
5,207 
1,900 
Capital Expenditures
1,338 
942 
Operating Segments [Member] |
Wholesale [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Net sales
37,322 
28,971 
Operating Income
13,078 
7,448 
Capital Expenditures
90 
125 
Operating Segments [Member] |
Direct-to-Consumer [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Net sales
16,130 
11,392 
Operating Income
2,477 
2,035 
Capital Expenditures
1,115 
817 
Unallocated Corporate [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Unallocated expenses
(10,348)
(7,583)
Capital Expenditures
$ 133 
    
Segment Financial Information - Summary of Assets by Operating Segments (Detail) (USD $)
In Thousands, unless otherwise specified
May 3, 2014
Feb. 1, 2014
Segment Reporting Information [Line Items]
 
 
Assets
$ 388,591 
$ 414,342 
Operating Segments [Member] |
Wholesale [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Assets
50,381 
78,122 
Operating Segments [Member] |
Direct-to-Consumer [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Assets
23,395 
24,169 
Unallocated Corporate [Member]
 
 
Segment Reporting Information [Line Items]
 
 
Assets
$ 314,815 
$ 312,051 
Related Party Transactions - Additional Information (Detail) (USD $)
In Thousands, unless otherwise specified
0 Months Ended 3 Months Ended
Nov. 27, 2013
May 3, 2014
Feb. 1, 2014
Related Party Transaction [Line Items]
 
 
 
Other accrued expenses
 
$ 8,957 
$ 9,061 
Aggregate reduction in taxes payable percentage
85.00% 
 
 
Obligation under Tax Receivable Agreement
 
173,146 
 
Tax Receivable Agreement period
 
10 years 
 
Current amount of Tax Receivable Agreement obligation included in other accrued expenses
 
4,131 
 
Other liabilities
 
169,015 
169,015 
Sun Capital Consulting Agreement [Member]
 
 
 
Related Party Transaction [Line Items]
 
 
 
Reimbursement of expenses paid
 
39 
 
Kellwood [Member]
 
 
 
Related Party Transaction [Line Items]
 
 
 
Date of related party transaction agreement
 
Nov. 27, 2013 
 
Number of business days require for receiving invoice from related party
 
15 days 
 
Other accrued expenses
 
$ 1,240