VINCE HOLDING CORP

Previous wording

Vince, established in 2002, is a leading global luxury apparel and accessories brand best known for creating elevated yet understated pieces for every day effortless style. Vince operates 47 full-price retail stores, 15 outlet stores, the e-commerce site, vince.com, and the subscription service Vince Unfold, vinceunfold.com. Vince is also available through premium wholesale channels globally.

Current wording

Vince, established in 2002, is a leading global luxury apparel and accessories brand best known for creating elevated yet understated pieces for every day effortless style. Vince operates 47 full-price retail stores, 14 outlet stores, the e-commerce site, vince.com, and the subscription service Vince Unfold, vinceunfold.com. Vince is also available through premium wholesale channels globally.

Previous wording

On April 21, 2023 the Company entered into a strategic partnership ("Authentic Transaction") with Authentic Brands Group, LLC ("Authentic"), a global brand development, marketing and entertainment platform, whereby the Company will contribute its intellectual property to a newly formed Authentic subsidiary ("ABG Vince") for cash consideration and a membership interest in ABG Vince. The Company closed the Asset Sale on May 25, 2023. On May 25, 2023, in connection with the Authentic Transaction, Vince, LLC, entered into a License Agreement (the "License Agreement") with ABG Vince, which provides Vince, LLC with an exclusive, long-term license to use the Licensed Property in the Territory to the Approved Accounts (each as defined in the License Agreement). See Note 2 "Recent Transactions" within the notes to the Condensed Consolidated Financial Statements in this Quarterly Report for further information.

Current wording

On April 21, 2023 the Company entered into a strategic partnership ("Authentic Transaction") with Authentic Brands Group, LLC ("Authentic"), a global brand development, marketing and entertainment platform, whereby the Company will contribute its intellectual property to a newly formed Authentic subsidiary ("ABG Vince") for cash consideration and a membership interest in ABG Vince. The Company closed the Asset Sale on May 25, 2023. On May 25, 2023, in connection with the Authentic Transaction, V Opco, LLC (formerly, Vince, LLC) ("V Opco"), entered into a License Agreement (the "License Agreement") with ABG Vince, which provides V Opco with an exclusive, long-term license to use the Licensed Property in the Territory to the Approved Accounts (each as defined in the License Agreement). See Note 2 "Recent Transactions" within the notes to the Condensed Consolidated Financial Statements in this Quarterly Report for further information.

Previous wording

Rebecca Taylor, founded in 1996 in New York City, was a contemporary womenswear line lauded for its signature prints, romantic detailing and vintage inspired aesthetic, reimagined for a modern era. On September 12, 2022, the Company announced its decision to wind down the Rebecca Taylor business. On December 22, 2022, the Company's indirectly wholly owned subsidiary, Rebecca Taylor, Inc., completed the sale of its intellectual property and certain related ancillary assets to RT IPCO, LLC, an affiliate of Ramani Group. On May 3, 2024, Vince, LLC completed the sale of all outstanding shares of Rebecca Taylor, Inc. to Nova Acquisitions, LLC. See Note 2 "Recent Transactions" within the notes to the Condensed Consolidated Financial Statements in this Quarterly Report for further information.

Current wording

Rebecca Taylor, founded in 1996 in New York City, was a contemporary womenswear line lauded for its signature prints, romantic detailing and vintage inspired aesthetic, reimagined for a modern era. On September 12, 2022, the Company announced its decision to wind down the Rebecca Taylor business. On December 22, 2022, the Company's indirectly wholly owned subsidiary, Rebecca Taylor, Inc., completed the sale of its intellectual property and certain related ancillary assets to RT IPCO, LLC, an affiliate of Ramani Group. On May 3, 2024, V Opco completed the sale of all outstanding shares of Rebecca Taylor, Inc. to Nova Acquisitions, LLC. See Note 2 "Recent Transactions" within the notes to the Condensed Consolidated Financial Statements in this Quarterly Report for further information.

Previous wording

The Company is implementing a transformation program focused on driving enhanced profitability through an improved gross margin profile and optimized expense structure, beginning in the current fiscal year. The transformation program is focused on improving the Company’s gross margin profile and driving cost efficiencies. The Company expects to achieve these goals primarily through streamlining manufacturing and production operations, reducing promotional activity and optimizing the breadth and depth of markdowns, and enhancing efficiencies within store operations, corporate overhead and third-party spend.

Current wording

Beginning in the current fiscal year, the Company has implemented a transformation program focused on driving enhanced profitability through an improved gross margin profile and optimized expense structure. The transformation program is focused on improving the Company’s gross margin profile and driving cost efficiencies. The Company expects to achieve these goals primarily through streamlining manufacturing and production operations, reducing promotional activity and optimizing the breadth and depth of markdowns, and enhancing efficiencies within store operations, corporate overhead and third-party spend.

Previous wording

The following table presents, for the periods indicated, our operating results as a percentage of net sales, as well as earnings (loss) per share data:

Current wording

The following table presents, for the periods indicated, our operating results as a percentage of net sales, as well as earnings per share data:

Previous wording

Net sales for the three months ended May 4, 2024 were $59,171, decreasing $4,885, or 7.6%, versus $64,056 for the three months ended April 29, 2023.

Current wording

Net sales for the three months ended August 3, 2024 were $74,169, increasing $4,722, or 6.8%, versus $69,447 for the three months ended July 29, 2023.

Previous wording

Gross profit increased 1.1% to $29,913 for the three months ended May 4, 2024 from $29,592 in the prior year first quarter. As a percentage of sales, gross margin was 50.6%, compared with 46.2% in the prior year first quarter. The total gross margin rate increase was primarily driven by the following factors:

Current wording

Gross profit increased 8.6% to $35,131 for the three months ended August 3, 2024 from $32,348 in the prior year second quarter. As a percentage of sales, gross margin was 47.4%, compared with 46.6% in the prior year second quarter. The total gross margin rate increase was primarily driven by the following factors:

Previous wording

The favorable impact from lower product costing, freight costs, and higher pricing which contributed positively by approximately 240 basis points; partly offset by

Current wording

The favorable impact from lower product costing, freight costs, and higher pricing which contributed positively by approximately 510 basis points; partly offset by

Previous wording

Gain on sale of intangible assets for the three months ended April 29, 2023 was $765 related to the sale of the Parker intellectual property and certain related ancillary assets. See Note 2 "Recent Transactions" to the Condensed Consolidated Financial Statements in this Quarterly Report for further information.

Current wording

Gain on sale of intangible assets for the three months ended July 29, 2023 was $32,043 related to the sale of the Vince intellectual property and certain related ancillary assets. See Note 2 "Recent Transactions" to the Condensed Consolidated Financial Statements in this Quarterly Report for further information.

Previous wording

Selling, general and administrative ("SG&A") expenses for the three months ended May 4, 2024 were $31,943, decreasing $790, or 2.4%, versus $32,733 for the three months ended April 29, 2023. SG&A expenses as a percentage of sales were 54.0% and 51.1% for the three months ended May 4, 2024 and April 29, 2023, respectively. The change in SG&A expenses compared to the prior fiscal year period was primarily due to:

Current wording

Selling, general and administrative ("SG&A") expenses for the three months ended August 3, 2024 were $34,001, increasing $2,460, or 7.8%, versus $31,541 for the three months ended July 29, 2023. SG&A expenses as a percentage of sales were 45.8% and 45.4% for the three months ended August 3, 2024 and July 29, 2023, respectively. The change in SG&A expenses compared to the prior fiscal year period was primarily due to:

Previous wording

$1,952 increase in rent and occupancy primarily due to lease modifications effective in the first quarter of fiscal 2023; and

Current wording

$2,058 increase in rent and occupancy primarily due to lease modifications effective in the second quarter of fiscal 2023;

Previous wording

$2,741 decrease due to transaction-related expenses associated with the Asset Sale in the first quarter of fiscal 2023;

Current wording

$2,041 decrease due to transaction-related expenses associated with the Asset Sale in fiscal 2023; and

Previous wording

$268 decrease in total SG&A expenses resulting from the wind down of the Rebecca Taylor brand; partly offset by

Current wording

$238 decrease in total SG&A expenses resulting from the wind down of the Rebecca Taylor brand.

Previous wording

On May 3, 2024, Vince, LLC completed the sale of all outstanding shares of Rebecca Taylor, Inc., which held the Rebecca Taylor business prior to the wind-down, to Nova Acquisitions, LLC.

Current wording

On May 3, 2024, V Opco completed the sale of all outstanding shares of Rebecca Taylor, Inc., which held the Rebecca Taylor business prior to the wind-down, to Nova Acquisitions, LLC.

Previous wording

Net sales from our Vince Direct-to-consumer segment decreased $2,594, or 8.2%, to $28,914 in the three months ended May 4, 2024 from $31,508 in the three months ended April 29, 2023. Comparable sales decreased $1,023, or 3.6%, including e-commerce, primarily due to a decrease in e-commerce volume. Non-comparable sales declined $1,571, which includes new stores which have not completed 13 full fiscal months of operations and Vince Unfold. Since April 29, 2023, five net stores have closed bringing our total retail store count to 62 (consisting of 47 full price stores and 15 outlet stores) as of May 4, 2024, compared to 67 (consisting of 50 full price stores and 17 outlet stores) as of April 29, 2023.

Current wording

Net sales from our Vince Direct-to-consumer segment decreased $5,945, or 18.1%, to $26,985 in the three months ended August 3, 2024 from $32,930 in the three months ended July 29, 2023. Comparable sales decreased $4,000, or 13.6%, including e-commerce, primarily due to a decrease in e-commerce volume. Non-comparable sales, including Vince Unfold, declined $1,945. Since July 29, 2023, five net stores have closed bringing our total retail store count to 61 (consisting of 47 full price stores and 14 outlet stores) as of August 3, 2024, compared to 66 (consisting of 49 full price stores and 17 outlet stores) as of July 29, 2023.

Previous wording

Net sales from our Rebecca Taylor and Parker segment decreased $81, or 100.0%, to $0 in the three months ended May 4, 2024 from $81 in the three months ended April 29, 2023, as a result of the wind down of the Rebecca Taylor and Parker businesses.

Current wording

Net sales from our Rebecca Taylor and Parker segment decreased $110, or 100.0%, to $0 in the three months ended August 3, 2024 from $110 in the three months ended July 29, 2023, as a result of the wind down of the Rebecca Taylor and Parker businesses.

Previous wording

The favorable impact from lower promotional activity in the Direct-to-consumer segment and lower discounting, which contributed approximately 770 basis points;

Current wording

The favorable impact from lower promotional activity in the Direct-to-consumer segment and lower discounting, which contributed approximately 320 basis points; partly offset by

Previous wording

The unfavorable impact from royalty expense associated with the License Agreement with ABG Vince contributed negatively by approximately 460 basis points; and

Current wording

The unfavorable impact from royalty expense associated with the License Agreement with ABG Vince contributed negatively by approximately 310 basis points; and

Previous wording

Gain on sale of subsidiaryfor the three months ended May 4, 2024 was $7,634 related to the sale of Rebecca Taylor. See Note 2 "Recent Transactions" to the Condensed Consolidated Financial Statements in this Quarterly Report for further information.

Current wording

Gain on sale of subsidiaryfor the six months ended August 3, 2024 was $7,634 related to the sale of Rebecca Taylor. See Note 2 "Recent Transactions" to the Condensed Consolidated Financial Statements in this Quarterly Report for further information.

Previous wording

Interest expense, net decreased $1,644, or 50.0%, to $1,646 in the three months ended May 4, 2024 from $3,290 in the three months ended April 29, 2023, due to an overall reduction of debt primarily through the termination of the term loan credit facility in the second quarter of fiscal 2023 and lower levels of debt under the revolving credit facilities, partially offset by an increase in interest expense related to the Third Lien credit facility.

Current wording

Interest expense, net decreased $4,134, or 55.7%, to $3,293 in the six months ended August 3, 2024 from $7,427 in the six months ended July 29, 2023 primarily due to a $1,755 write-off of deferred financing costs and a $553 prepayment penalty both associated with the termination of the Term Loan Credit Facility, as well as an $828 write-off of deferred financing costs associated with the termination of the 2018 Revolving Credit Facility, incurred in the prior comparative quarter ended July 29, 2023. In addition, the decrease was attributable to an overall reduction of debt primarily through the termination of the Term Loan Credit Facility in the second quarter of fiscal 2023 and lower levels of debt under the revolving credit facilities, partially offset by an increase in interest expense related to the Third Lien credit facility.

Previous wording

Provision (benefit) for income taxes for the three months ended May 4, 2024 was a benefit of $887, which was primarily driven by $1,681 of discrete tax benefit primarily recognized from the reversal of a portion of the non-cash deferred tax liability related to the Company's equity method investment, which a portion can now be used as a source of income to support the realization of certain deferred tax assets related to the Company's net operating losses. This was partially offset by tax expense of $794 due to the impact of applying the Company’s estimated effective tax rate for the fiscal year to the three-month pre-tax loss excluding discrete items.

Current wording

Benefit for income taxes for the six months ended August 3, 2024 was $1,681. The benefit represents the discrete tax benefit recorded during the first quarter of fiscal 2024 primarily recognized from the reversal of a portion of the non-cash deferred tax liability related to the Company's equity method investment, which a portion can now be used as a source of income to support the realization of certain deferred tax assets related to the Company's net operating losses.

Previous wording

The benefit for income taxes was $5,285 for the three months ended April 29, 2023 and primarily reflected the impact of a decrease in the Company’s estimated effective tax rate for the full fiscal year. The Company's estimated effective tax rate for the fiscal year was driven by the non-cash deferred tax expense created by the current period amortization of indefinite-lived goodwill and intangible assets for tax but not for book purposes. See Note 11 "Income Taxes" to the Condensed Consolidated Financial Statements in this Quarterly Report for further information.

Current wording

The benefit for income taxes was $5,877 for the six months ended July 29, 2023. This benefit was due to a $6,127 discrete tax impact from the change in classification of the Company's Vince tradename indefinite-lived intangibles to Assets Held for Sale during the first quarter of fiscal 2023, offset by $250 of tax expense from applying the Company's estimated effective tax rate for the fiscal year to the six-months (loss) income before income taxes and equity in net income (loss) of equity method investment, excluding discrete items. The change in classification of the Company's Vince tradename indefinite-lived intangibles resulted in a reversal of the non-cash deferred tax liability previously created by the amortization of indefinite-lived tradename intangible asset recognized for tax but not for book purposes, as this non-cash deferred tax liability can now be used as a source to support the realization of certain deferred tax assets related to the Company's net operating losses. See Note 11 "Income Taxes" to the Condensed Consolidated Financial Statements in this Quarterly Report for further information.

Previous wording

Equity in net loss of equity method investment for the three months ended May 4, 2024 was a loss of $465 related to the Company's 25% membership interest in ABG Vince.

Current wording

Equity in net income (loss) of equity method investment for the six months ended August 3, 2024 and July 29, 2023 was a loss of $173 and income of $207, respectively, and was related to the Company's 25% membership interest in ABG Vince.

Previous wording

Our Vince Direct-to-consumer segment had a loss from operations of $64 in the three months ended May 4, 2024 compared to income from operations of $1,101 in the three months ended April 29, 2023. The change was primarily driven by an increase in SG&A expenses, due mainly to lower rent expense in the prior comparative quarter related to lease modifications, which was partially offset by an improved gross margin that was unfavorably impacted by royalty expenses associated with the License Agreement with ABG Vince.

Current wording

Our Vince Direct-to-consumer segment had a loss from operations of $1,462 in the six months ended August 3, 2024 compared to income from operations of $2,199 in the six months ended July 29, 2023. The change was primarily driven by an increase in SG&A expenses, due mainly to lower rent expense in the prior comparative period related to lease modifications, and lower sales. The loss from operations was partially offset by an improved gross margin that was unfavorably impacted by royalty expenses associated with the License Agreement with ABG Vince.

Previous wording

Our Rebecca Taylor and Parker segment had a gain from operations of $7,633 in the three months ended May 4, 2024 compared to a gain from operations of $1,192 in the three months ended April 29, 2023. The change was driven by the gain on sale of Rebecca Taylor.

Current wording

Our Rebecca Taylor and Parker segment had a gain from operations of $7,633 in the six months ended August 3, 2024 compared to a gain from operations of $2,449 in the six months ended July 29, 2023. The change was driven by the gain on sale of Rebecca Taylor. In addition, income from operations for the six months ended July 29, 2023 includes a net benefit of $1,750 from the wind down of the Rebecca Taylor business, primarily related to the release of operating lease liabilities as a result of lease terminations, a $765 gain associated with the sale of the Parker tradename and $150 of transaction related expenses associated with the sale of the Parker tradename.

Previous wording

Net cash used in operating activities during the three months ended May 4, 2024 was $3,878, which consisted of net income of $4,380, impacted by non-cash items of $(5,731) consisting primarily of the gain on sale of subsidiary, and cash used in working capital of $2,527. Net cash used in working capital primarily resulted from cash outflows in prepaid expenses and other current assets of $1,952, primarily due to prepaid royalty expenses, an increase in receivables driven by the timing of sales, and cash outflows in accounts payable and accrued expenses of $871, primarily due to the timing of payments to vendors, partially offset by a reduction in inventory of $2,100.

Current wording

Net cash used in operating activities during the six months ended August 3, 2024 was $7,072, which consisted of net income of $4,949, impacted by non-cash items of $(2,793) consisting primarily of the gain on sale of subsidiary, and cash used in working capital of $9,228. Net cash used in working capital primarily resulted from cash outflows due to an increase in receivables driven by the timing of sales, an increase in inventories due to seasonal cadence, and cash outflows in prepaid expenses and other current assets, primarily due to prepaid royalty expenses, partially offset by an increase in accounts payable and accrued expenses, primarily due to seasonal increases in inventory.

Previous wording

Net cash provided by operating activities during the three months ended April 29, 2023 was $5,278, which consisted of a net loss of $381, impacted by non-cash items of $(2,706) and cash used in working capital of $8,365. Net cash provided by working capital primarily resulted from a cash inflow in inventory of $9,974 primarily due to conservative inventory management and the sell-through of excess inventory, a cash inflow in receivables, net of $3,235 primarily due to the timing of collections, partly offset by a cash outflow in accounts payable and accrued expenses of $1,723 primarily due to the timing of payments to vendors.

Current wording

Net cash used in operating activities during the six months ended July 29, 2023 was $20,160, which consisted of a net income of $29,131, impacted by non-cash items of $(29,817) and cash used in working capital of $19,474. Net cash used in working capital primarily resulted from a cash outflow in accounts payable and accrued expenses of $17,947 primarily due to the timing of payments to vendors.

Previous wording

Net cash used in investing activities of $740 during the three months ended May 4, 2024 represents capital expenditures primarily related to retail store buildouts, including leasehold improvements and store fixtures.

Current wording

Net cash used in investing activities of $1,421 during the six months ended August 3, 2024 represents capital expenditures primarily related to retail store buildouts, including leasehold improvements and store fixtures.

Previous wording

Net cash provided by investing activities of $910 during the three months ended April 29, 2023 primarily represents the proceeds received from the sale of the Parker intangible assets (see Note 2 "Recent Transactions" to the Condensed Consolidated Financial Statements in this Quarterly Report for additional information).

Current wording

Net cash provided by investing activities of $76,623 during the six months ended July 29, 2023 primarily represents $76,500 of proceeds received from the sale of the Vince intangible assets and $1,025 of proceeds received from the sale of the Parker intangible assets (see Note 2 "Recent Transactions" to the Condensed Consolidated Financial Statements in this Quarterly Report for additional information).

Previous wording

Net cash provided by financing activities was $5,003 during the three months ended May 4, 2024, primarily consisting of $5,000 of net borrowings under the Company's revolving credit facilities.

Current wording

Net cash provided by financing activities was $8,081 during the six months ended August 3, 2024, primarily consisting of $8,130 of net borrowings under the Company's revolving credit facilities.

Previous wording

Net cash used in financing activities was $6,845 during the three months ended April 29, 2023, primarily consisting of $5,014 of net repayments of borrowings under the 2018 Revolving Credit Facility and the repayment of $1,713 of borrowings under the Term Loan Credit Facility (as defined below).

Current wording

Net cash used in financing activities was $51,308 during the six months ended July 29, 2023, primarily consisting of $18,821 of net repayments of borrowings under the Company's revolving credit facilities, the repayment of $29,378 of borrowings under the Term Loan Credit Facility, and financing fees of $3,002 (which includes a $553 prepayment penalty associated with the termination of the Term Loan Credit Facility during the six months ended July 29, 2023).

Previous wording

On September 7, 2021, Vince, LLC entered into a $35,000 senior secured term loan credit facility (the "Term Loan Credit Facility") pursuant to a Credit Agreement (the "Term Loan Credit Agreement"), as amended from time to time, by and among Vince, LLC, as the borrower, the guarantors named therein, PLC Agent, LLC, as administrative agent and collateral agent, and the other lenders from time to time party thereto. Vince Holding Corp. and Vince Intermediate Holding, LLC ("Vince Intermediate") were guarantors under the Term Loan Credit Facility. The Term Loan Credit Facility would have matured on the earlier of September 7, 2026, and 91 days after the maturity date of the 2018 Revolving Credit Facility.

Current wording

On September 7, 2021, V Opco entered into a $35,000 senior secured term loan credit facility (the "Term Loan Credit Facility") pursuant to a Credit Agreement (the "Term Loan Credit Agreement"), as amended from time to time, by and among V Opco, as the borrower, the guarantors named therein, PLC Agent, LLC, as administrative agent and collateral agent, and the other lenders from time to time party thereto. Vince Holding Corp. and Vince Intermediate Holding, LLC ("Vince Intermediate") were guarantors under the Term Loan Credit Facility. The Term Loan Credit Facility would have matured on the earlier of September 7, 2026, and 91 days after the maturity date of the 2018 Revolving Credit Facility.

Previous wording

On May 25, 2023, utilizing proceeds from the Asset Sale, the Company repaid all outstanding amounts of $28,724, which included accrued interest and a prepayment penalty of $553 (which is included within financing fees on the Condensed Consolidated Statements of Cash Flows), under the Term Loan Credit Facility. The Term Loan Credit Facility was terminated. The Company also repaid $850 of fees due in accordance with an amendment entered into on September 30, 2022. Additionally, the Company recorded expense of $1,755 during fiscal 2023, related to the write-off of the remaining deferred financing costs. Prior to May 25, 2023, on an inception to date basis, the Company had made repayments of $7,335 on the Term Loan Credit Facility.

Current wording

On May 25, 2023, utilizing proceeds from the Asset Sale, the Company repaid all outstanding amounts of $28,724, which included accrued interest and a prepayment penalty of $553 (which is included within financing fees on the Condensed Consolidated Statements of Cash Flows), under the Term Loan Credit Facility. The Term Loan Credit Facility was terminated. The Company also repaid $850 of fees due in accordance with an amendment entered into on September 30, 2022. Additionally, the Company recorded expense of $1,755 during the three and six months ended July 29, 2023, related to the write-off of the remaining deferred financing costs. Prior to May 25, 2023, on an inception to date basis, the Company had made repayments of $7,335 on the Term Loan Credit Facility.

Previous wording

On June 23, 2023, Vince, LLC, entered into a new $85,000 senior secured revolving credit facility (the "2023 Revolving Credit Facility") pursuant to a Credit Agreement (the "2023 Revolving Credit Agreement") by and among Vince, LLC, the guarantors named therein, Bank of America, N.A. ("BofA"), as Agent, the other lenders from time to time party thereto, and BofA Securities, Inc., as sole lead arranger and sole bookrunner.

Current wording

On June 23, 2023, V Opco, entered into a new $85,000 senior secured revolving credit facility (the "2023 Revolving Credit Facility") pursuant to a Credit Agreement (the "2023 Revolving Credit Agreement") by and among V Opco, the guarantors named therein, Bank of America, N.A. ("BofA"), as Agent, the other lenders from time to time party thereto, and BofA Securities, Inc., as sole lead arranger and sole bookrunner.

Previous wording

The 2023 Revolving Credit Facility provides for a revolving line of credit of up to the lesser of (i) the Borrowing Base (as defined in the 2023 Revolving Credit Agreement) and (ii) $85,000, as well as a letter of credit sublimit of $10,000. The 2023 Revolving Credit Agreement also permits Vince, LLC to request an increase in aggregate commitments under the 2023 Revolving Credit Facility of up to $15,000, subject to customary terms and conditions. The 2023 Revolving Credit Facility matures on the earlier of June 23, 2028, and 91 days prior to the earliest maturity date of any Material Indebtedness (as defined in the 2023 Revolving Credit Agreement), including the subordinated indebtedness pursuant to the Third Lien Credit Agreement.

Current wording

The 2023 Revolving Credit Facility provides for a revolving line of credit of up to the lesser of (i) the Borrowing Base (as defined in the 2023 Revolving Credit Agreement) and (ii) $85,000, as well as a letter of credit sublimit of $10,000. The 2023 Revolving Credit Agreement also permits V Opco to request an increase in aggregate commitments under the 2023 Revolving Credit Facility of up to $15,000, subject to customary terms and conditions. The 2023 Revolving Credit Facility matures on the earlier of June 23, 2028, and 91 days prior to the earliest maturity date of any Material Indebtedness (as defined in the 2023 Revolving Credit Agreement), including the subordinated indebtedness pursuant to the Third Lien Credit Agreement.

Previous wording

All obligations under the 2023 Revolving Credit Facility are guaranteed by the Company and Vince Intermediate and any future subsidiaries of the Company (other than Excluded Subsidiaries as defined in the 2023 Revolving Credit Agreement) and secured by a lien on substantially all of the assets of the Company, Vince, LLC and Vince Intermediate and any future subsidiary guarantors, other than among others, equity interests in ABG Vince, as well as the rights of Vince, LLC under the License Agreement.

Current wording

All obligations under the 2023 Revolving Credit Facility are guaranteed by the Company and Vince Intermediate and any future subsidiaries of the Company (other than Excluded Subsidiaries as defined in the 2023 Revolving Credit Agreement) and secured by a lien on substantially all of the assets of the Company, V Opco and Vince Intermediate and any future subsidiary guarantors, other than among others, equity interests in ABG Vince, as well as the rights of V Opco under the License Agreement.

Previous wording

The Company incurred a total of $8 and $1,150 of financing costs during the quarter ended May 4, 2024 and the fiscal year 2023, respectively. In accordance with ASC Topic 470, "Debt", these financing costs were recorded as deferred debt issuance costs (which is presented within Other assets on the Condensed Consolidated Balance Sheets) and are amortized over the term of the 2023 Revolving Credit Facility.

Current wording

The Company incurred a total of $0 and $8 of financing costs during the three and six months ended August 3, 2024, respectively, and incurred $1,150 of financing costs during the fiscal year 2023 ($1,124 was incurred during the three and six months ended July 29, 2023). In accordance with ASC Topic 470, "Debt", these financing costs were recorded as deferred debt issuance costs (which is presented within Other assets on the Condensed Consolidated Balance Sheets) and are amortized over the term of the 2023 Revolving Credit Facility.

Previous wording

As of May 4, 2024, the Company was in compliance with applicable covenants. As of May 4, 2024, $25,909 was available under the 2023 Revolving Credit Facility, net of the Loan Cap, and there were $19,227 of borrowings outstanding and $5,560 of letters of credit outstanding under the 2023 Revolving Credit Facility. The weighted average interest rate for borrowings outstanding under the 2023 Revolving Credit Facility as of May 4, 2024 was 8.2%.

Current wording

As of August 3, 2024, the Company was in compliance with applicable covenants. As of August 3, 2024, $41,109 was available under the 2023 Revolving Credit Facility, net of the Loan Cap, and there were $22,357 of borrowings outstanding and $6,260 of letters of credit outstanding under the 2023 Revolving Credit Facility. The weighted average interest rate for borrowings outstanding under the 2023 Revolving Credit Facility as of August 3, 2024 was 8.2%.

Previous wording

On August 21, 2018, Vince, LLC entered into an $80,000 senior secured revolving credit facility (the "2018 Revolving Credit Facility") pursuant to a credit agreement, as amended and restated from time to time, by and among Vince, LLC, as the borrower, VHC and Vince Intermediate, as guarantors, Citizens Bank, N.A. ("Citizens"), as administrative agent and collateral agent, and the other lenders from time to time party thereto. On January 31, 2023, the Company repaid $125 of fees due in accordance with an amendment entered into on September 30, 2022. Upon the contemporaneous consummation of the Asset Sale, the lenders' commitments to extend credit was reduced to $70,000. The 2018 Revolving Credit Facility would have matured on June 30, 2024.

Current wording

On August 21, 2018, V Opco entered into an $80,000 senior secured revolving credit facility (the "2018 Revolving Credit Facility") pursuant to a credit agreement, as amended and restated from time to time, by and among V Opco, as the borrower, VHC and Vince Intermediate, as guarantors, Citizens Bank, N.A. ("Citizens"), as administrative agent and collateral agent, and the other lenders from time to time party thereto. On January 31, 2023, the Company repaid $125 of fees due in accordance with an amendment entered into on September 30, 2022. Upon the contemporaneous consummation of the Asset Sale, the lenders' commitments to extend credit was reduced to $70,000. The 2018 Revolving Credit Facility would have matured on June 30, 2024.

Previous wording

On June 23, 2023, all outstanding amounts under the 2018 Revolving Credit Facility were repaid in full and the 2018 Revolving Credit Facility was terminated pursuant to the terms thereof as a result of all parties completing their obligations under the 2018 Revolving Credit Facility. The Company recorded expense of $828 during fiscal 2023, related to the write-off of the remaining deferred financing costs. Certain letters of credit remain in place with Citizens which were secured with restricted cash, totaling $262 as of May 4, 2024. Restricted cash is included in Prepaid Expenses and other current assets in the Condensed Consolidated Balance Sheets.

Current wording

On June 23, 2023, all outstanding amounts under the 2018 Revolving Credit Facility were repaid in full and the 2018 Revolving Credit Facility was terminated pursuant to the terms thereof as a result of all parties completing their obligations under the 2018 Revolving Credit Facility. The Company recorded expense of $828 during the three and six months ended July 29, 2023, related to the write-off of the remaining deferred financing costs. As of August 3, 2024, no letters of credit remained in place with Citizens that were secured with restricted cash. Restricted cash is included in Prepaid Expenses and other current assets in the Condensed Consolidated Balance Sheets.