VINCE HOLDING CORP.
For the period ended May 3, 2025. Filed Jun 17, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
May 3, 2025 · Filed Jun 17, 2025
VNCE$12.68+0.5%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2024-11-02; filed 2024-12-12.
0000950170-24-135830
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-05-03; filed 2025-06-17.
0000950170-25-087465
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 122 previous paragraphs and 85 current paragraphs.
33 unchanged; 36 reworded; 15 added; 49 removed; 4 previous and 1 current paragraphs rearranged.
Tables are not compared: 12 previous and 7 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (15)
Current report
On January 22, 2025, P180 Vince Acquisition Co., a subsidiary of P180, Inc., a venture focused on accelerating growth and profitability in the luxury apparel sector, acquired a majority stake in the Company (the “P180 Acquisition”) from affiliates of Sun Capital Partners, Inc. (collectively, “Sun Capital”).
Current report
The unfavorable impact from higher freight and duty costs of approximately 260 basis points;
Current report
The unfavorable impact of approximately 120 basis points due to wholesale channel mix;
Current report
The unfavorable impact of higher distribution and handling costs of approximately 60 basis points; partially offset by
Current report
The favorable impact of lower promotional activity of approximately 80 basis points.
Current report
$487 of increased legal expenses;
Current report
$257 of increased information technology and third-party costs; and
Current report
$201 of increased expenses related to remodels and relocations in our retail channel.
Current report
During fiscal 2024, as a result of the completion of the wind down and sale (see Note 2 "Recent Transactions" to the Condensed Consolidated Financial Statements in this Quarterly Report for additional information), and the determination by the CODM that Parker would not be considered in the Company’s future operating plans, Rebecca Taylor and Parker was no longer determined to be an operating segment of the Company.
Current report
(1) Activity for the Rebecca Taylor and Parker reconciling item for the three months ended May 4, 2024 primarily consists of the gain recognized on the sale of Rebecca Taylor.
Current report
Net sales from our Vince Wholesale segment increased $33, or 0.1%, to $30,290 in the three months ended May 3, 2025 from $30,257 in the three months ended May 4, 2024.
Current report
The Company’s future financial results may be subject to substantial fluctuations, and may be impacted by business conditions and macroeconomic factors, particularly in light of the recently implemented tariffs. While we expect to meet our monthly Excess Availability (as defined in the 2023 Revolving Credit Facility Agreement) covenant and believe that our other sources of liquidity will generate sufficient cash flows to meet our obligations for the next twelve months from the date these financial statements are issued, the foregoing expectation is dependent on a number of factors, including, among others, our ability to generate sufficient cash flow from a combination of tariff mitigating initiatives, our ongoing ability to manage our operating obligations, the ability of our partners to satisfy their payment obligations to us when due, the results of the currently ongoing inventory valuation and potential borrowing restrictions imposed by our lenders based on their credit judgment, all of which could be significantly and negatively impacted by the recently implemented and new retaliatory and/or reciprocal tariffs, as well as changing trade policies between the U.S. and its trading partners, in addition to other macroeconomic factors. Any material negative impact from these factors or others could require us to implement alternative plans to satisfy our liquidity needs, which may be unsuccessful. In the event that we are unable to timely service our debt, meet other contractual payment obligations or fund our other liquidity needs, we may need to refinance all or a portion of our indebtedness before maturity, seek waivers of or amendments to our contractual obligations for payment, reduce or delay scheduled expansions and capital expenditures liquidate inventory through additional discounting, sell material assets or operations or seek other financing opportunities. There can be no assurance that these options would be readily available to us and our inability to address our liquidity needs could materially and adversely affect our operations and jeopardize our business, financial condition and results of operations.
Current report
On January 22, 2025, V Opco, LLC entered into that certain First Amendment (the “First Amendment”) to the 2023 Revolving Credit Agreement. The First Amendment amends the 2023 Revolving Credit Agreement to, among other things, (a) consent to the P180 Acquisition (see Note 2 "Recent Transactions" for additional information); (b) provide that, until the first Adjustment Date following January 22, 2026, the applicable margin will be 2.50% with respect to SOFR Term Loans and SOFR Daily Floating Rate Loans and 1.50% with respect to Base Rate Loans; (c) eliminate the ability to make certain Restricted Payments until the earlier of (i) the date that is eighteen (18) month anniversary of the First Amendment Effective Date, which date is July 21, 2026 and (ii) the first date following the twelve (12) month anniversary of the First Amendment Effective Date on which the Consolidated Fixed Charge Coverage Ratio is greater than or equal to 1.0 to 1.0; and (d) until January 22, 2026, modify the thresholds applicable for the Agent’s rights to conduct field exams and inventory appraisals to Excess Availability being less than the greater of 25% of Loan Cap and $18,750 and, following January 24, 2026, such thresholds shall revert back to Excess Availability being less than the greater of 20% of Loan Cap and $15,000.
Current report
On January 22, 2025, V Opco entered into the Fifth Amendment (the “Third Lien Fifth Amendment”) to the Third Lien Credit Agreement which, among other things, consented to the P180 Acquisition. On the same day, V Opco paid $15,000 to SK Financial Services, LLC using proceeds from the 2023 Revolving Credit Facility, which resulted in a pay-down of $20,000 of the Third Lien Credit Facility (the “Sun Debt Paydown”). In addition, in connection with the P180 Acquisition, P180 acquired and assumed $7,000 of the Third Lien Credit Facility outstanding and immediately thereafter cancelled such $7,000 (the “P180 Debt Forgiveness”). Following the Sun Debt Paydown and P180 Debt Forgiveness, the outstanding principal amount of the Third Lien Credit Facility was reduced by approximately $27,000 with $7,500 remaining outstanding, which will continue to accrue payment-in-kind interest in accordance with, and otherwise be subject to, the terms and conditions therein.
Current report
The Company determined that modification to the Third Lien Credit Facility under the Fifth Amendment and the corresponding Sun Debt Paydown and P180 Debt Forgiveness should be recorded as debt extinguishment of the Third Lien Credit Facility in accordance with ASC 470. In the fourth quarter of fiscal 2024, the Company derecognized the old debt and recorded the new debt at fair value in the amount of $7,713, and a gain upon extinguishment in the amount of $11,575. As Sun Capital and affiliates and P180 maintained an equity interest in the Company, the gain on extinguishment was recorded as a capital contribution within equity.
Removed paragraphs (49)
Previous report
Transformation Program
Previous report
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 report
The favorable impact from lower product costing, higher pricing, and lower freight costs which contributed positively by approximately 480 basis points;
Previous report
The favorable impact from lower promotional activity in the Direct-to-consumer segment and lower discounting, which contributed positively by approximately 80 basis points; partially offset by
Previous report
The unfavorable impact of channel mix of approximately 50 basis points.
Previous report
$517 of decreased marketing and advertising expenses due primarily to lower spend in the current period;
Previous report
$313 of decreased rent and occupancy costs; and
Previous report
$248 decrease in total SG&A expenses resulting from transaction-related expenses associated with the Authentic Transaction in fiscal 2023; partially offset by
Previous report
$810 of increased compensation and benefits due primarily to higher severance costs and bonuses.
Previous report
The provision for income taxes was $509 for the three months ended October 28, 2023, which resulted primarily from discrete tax expense associated with the Authentic Transaction.
Previous report
Rebecca Taylor and Parker segment—consisted of the Company's operations to distribute Rebecca Taylor and Parker brand products to major department stores and specialty stores in the U.S. and select international markets, directly to the consumer through their own branded e-commerce platforms and Rebecca Taylor retail and outlet stores, and through its subscription service Rebecca Taylor RNTD.
Previous report
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. Substantially all Rebecca Taylor inventory was liquidated as of January 28, 2023. Additionally, all Rebecca Taylor retail and outlet stores operated by the Company were closed as of January 28, 2023 and the e-commerce site operated by the Company ceased in December 2022.
Previous report
Net sales from our Vince Wholesale segment decreased $1,075, or 2.2%, to $48,765 in the three months ended November 2, 2024 from $49,840 in the three months ended October 28, 2023, due primarily to lower international shipments, partially offset by increases in off-price shipments.
Previous report
Rebecca Taylor and Parker
Previous report
As a result of the wind down of the Rebecca Taylor and Parker businesses, there were no net sales from our Rebecca Taylor and Parker segment for the three months ended November 2, 2024 and October 28, 2023.
Previous report
Our Rebecca Taylor and Parker segment had no income from operations in the three months ended November 2, 2024 compared to a loss from operations of $6 in the three months ended October 28, 2023. The change was driven by the wind down and sale of the Rebecca Taylor business.
Previous report
Nine Months Ended November 2, 2024 Compared to Nine Months Ended October 28, 2023
Previous report
Net sales for the nine months ended November 2, 2024 were $213,502, decreasing $4,077, or 1.9%, versus $217,579 for the nine months ended October 28, 2023.
Previous report
Gross profit increased 6.0% to $105,102 for the nine months ended November 2, 2024 from $99,125 in the nine months ended October 28, 2023. As a percentage of sales, gross margin was 49.2%, compared with 45.6% in the nine months ended October 28, 2023. The total gross margin rate increase was primarily driven by the following factors:
Previous report
The favorable impact from lower promotional activity in the Direct-to-consumer segment and lower discounting, which contributed positively by approximately 340 basis points;
Previous report
The unfavorable impact from royalty expense associated with the License Agreement with ABG Vince, which contributed negatively by approximately 200 basis points; and
Previous report
The unfavorable impact of channel and product mix, which contributed negatively by approximately 80 basis points.
Previous report
Gain on sale of intangible assets for the nine months ended October 28, 2023 was $32,808, of which $32,043 is related to the sale of the Vince intellectual property and certain related ancillary assets and $765 is related to the sale of the Parker intellectual property and certain ancillary assets. See Note 2 "Recent Transactions" to the Condensed Consolidated Financial Statements in this Quarterly Report for further information.
Previous report
$3,682 increase in rent and occupancy primarily due to lease modifications effective in the second quarter of fiscal 2023;
Previous report
$3,173 of increased compensation and benefits due primarily to higher severance and bonuses; and
Previous report
$5,030 decrease due to transaction-related expenses associated with the Asset Sale in fiscal 2023; and
Previous report
$504 decrease in total SG&A expenses resulting from the wind down of the Rebecca Taylor brand.
Previous report
Interest expense, net decreased $4,436, or 47.1%, to $4,984 in the nine months ended November 2, 2024 from $9,420 in the nine months ended October 28, 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 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 report
The benefit for income taxes was $5,368 for the nine months ended October 28, 2023. This benefit was due to a $6,022 discrete tax benefit resulting 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, partially offset by $499 of discrete state tax expense associated with the Authentic Transaction and tax expense from applying the Company's estimated effective tax rate for the fiscal year to the nine-month income (loss) before income taxes and equity in net income 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.
Previous report
Equity in net income of equity method investment for the nine months ended November 2, 2024 and October 28, 2023 was $106 and $863, respectively, and was related to the Company's 25% membership interest in ABG Vince.
Previous report
Performance by Segment
Previous report
(1) Unallocated corporate for the nine months ended October 28, 2023 includes the $32,043 gain related to the sale of the Vince intellectual property and certain related ancillary assets.
Previous report
Vince Wholesale
Previous report
Net sales from our Vince Wholesale segment increased $7,492, or 6.3%, to $126,206 in the nine months ended November 2, 2024 from $118,714 in the nine months ended October 28, 2023, primarily due to higher full-price shipments.
Previous report
Income from operations from our Vince Wholesale segment increased $9,972, or 28.4%, to $45,070 in the nine months ended November 2, 2024 from $35,098 in the nine months ended October 28, 2023, primarily driven by increased net sales and improved gross margin. This gross margin improvement was partially offset by the unfavorable impact of royalty expense associated with the License Agreement with ABG Vince, as royalty expenses were not incurred for the full duration of the comparative period due to the commencement of the License Agreement occurring in the second quarter of the prior fiscal year.
Previous report
Vince Direct-to-consumer
Previous report
Our Vince Direct-to-consumer segment had a loss from operations of $848 in the nine months ended November 2, 2024 compared to income from operations of $2,151 in the nine months ended October 28, 2023. The change was primarily driven by lower net sales and an increase in SG&A expenses, due mainly to lower rent expense in the prior comparative period related to lease modifications, partially offset by lower expenses primarily related to staffing and an improved gross margin. This gross margin improvement was partially offset by the unfavorable impact of royalty expense associated with the License Agreement with ABG Vince, as royalty expenses were not incurred for the full duration of the comparative period due to the commencement of the License Agreement occurring in the second quarter of the prior fiscal year.
Previous report
Rebecca Taylor and Parker
Previous report
Net sales from our Rebecca Taylor and Parker segment decreased $191, or 100.0%, to $0 in the nine months ended November 2, 2024 from $191 in the nine months ended October 28, 2023 primarily due to the wind down of the Rebecca Taylor and Parker businesses.
Previous report
Our Rebecca Taylor and Parker segment had income from operations of $7,633 in the nine months ended November 2, 2024 compared to income from operations of $2,443 in the nine months ended October 28, 2023. The change was driven by the gain on sale of Rebecca Taylor. In addition, income from operations for the nine months ended October 28, 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.
Showing the first 40 of 49 passages. Open the source sections for the rest.
Reworded paragraphs (36)
Previous wording
We are a global retail company that operates the Vince brand women's and men's ready to wear business. We serve our customers through a variety of channels that reinforces our brand image. Previously, we also owned and operated the Rebecca Taylor and Parker brands until the sale of the respective intellectual property was completed, as discussed below.
Current wording
We are a global retail company that operates the Vince brand women's and men's ready to wear business. We serve our customers through a variety of channels that reinforces the brand image. Previously, we also owned and operated the Rebecca Taylor and Parker brands until the sale of the respective intellectual property was completed, as discussed below.
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, 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.
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. As of May 3, 2025, we operate 44 full-price retail stores, 14 outlet stores, and the e-commerce site, vince.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, 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.
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 contributed 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, 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" to the Condensed Consolidated Financial Statements in this Quarterly Report for additional 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, 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.
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 additional information.
Previous wording
Parker, founded in 2008 in New York City, was a contemporary women's fashion brand that was trend focused. During the first half of fiscal 2020 the Company decided to pause the creation of new products to focus resources on the operations of the Vince and Rebecca Taylor brands. On February 17, 2023, the Company's indirectly wholly owned subsidiary, Parker Lifestyle, LLC, completed the sale of its intellectual property and certain related ancillary assets to Parker IP Co. LLC, an affiliate of BCI Brands. See Note 2 "Recent Transactions" within the notes to the Condensed Consolidated Financial Statements in this Quarterly Report for further information.
Current wording
Parker, founded in 2008 in New York City, was a contemporary women's fashion brand that was trend focused. During the first half of fiscal 2020 the Company decided to pause the creation of new products to focus resources on the operations of the Vince and Rebecca Taylor brands. On February 17, 2023, the Company's indirectly wholly owned subsidiary, Parker Lifestyle, LLC, completed the sale of its intellectual property and certain related ancillary assets to Parker IP Co. LLC, an affiliate of BCI Brands.
Previous wording
The Company has identified three reportable segments: Vince Wholesale, Vince Direct-to-consumer and Rebecca Taylor and Parker.
Current wording
The Company has identified two reportable segments: Vince Wholesale and Vince Direct-to-consumer.
Previous wording
Net sales for the three months ended November 2, 2024 were $80,162, decreasing $3,914, or 4.7%, versus $84,076 for the three months ended October 28, 2023.
Current wording
Net sales for the three months ended May 3, 2025 were $57,933, decreasing $1,238, or 2.1%, versus $59,171 for the three months ended May 4, 2024.
Previous wording
Gross profit increased 7.7% to $40,058 for the three months ended November 2, 2024 from $37,185 in the prior year third quarter. As a percentage of sales, gross margin was 50.0%, compared with 44.2% in the prior year third quarter. The total gross margin rate increase was primarily driven by the following factors:
Current wording
Gross profit decreased 2.5% to $29,163 for the three months ended May 3, 2025 from $29,913 in the prior year first quarter. As a percentage of sales, gross margin was 50.3%, compared with 50.6% in the prior year first quarter. The total gross margin rate decrease was primarily driven by the following factors:
Previous wording
The favorable impact from lower product costing and freight costs, and higher pricing, which contributed positively by approximately 340 basis points; partially offset by
Current wording
The favorable impact of lower product costing and higher pricing of approximately 330 basis points; and
Previous wording
Gain on sale of subsidiaryfor the nine months ended November 2, 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 subsidiary for 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.
Previous wording
Selling, general and administrative ("SG&A") expenses for the three months ended November 2, 2024 were $34,297, decreasing $59, or 0.2%, versus $34,356 for the three months ended October 28, 2023. SG&A expenses as a percentage of sales were 42.8% and 40.9% for the three months ended November 2, 2024 and October 28, 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 May 3, 2025 were $33,601, increasing $1,658, or 5.2%, versus $31,943 for the three months ended May 4, 2024. SG&A expenses as a percentage of sales were 58.0% and 54.0% for the three months ended May 3, 2025 and May 4, 2024, respectively. The change in SG&A expenses compared to the prior fiscal year period was primarily due to:
Previous wording
$310 of increased marketing and advertising costs; partially offset by
Current wording
$434 of increased marketing and advertising expenses;
Previous wording
Interest expense, net decreased $302, or 15.2%, to $1,691 in the three months ended November 2, 2024 from $1,993 in the three months ended October 28, 2023, primarily due to 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 $790, or 48.0%, to $856 in the three months ended May 3, 2025 from $1,646 in the three months ended May 4, 2024, primarily due to lower levels of debt under the Third Lien credit facility.
Previous wording
Provision (benefit) for income taxes for the three months ended November 2, 2024 was $0, as the Company has year-to-date ordinary pre-tax losses for the interim period and is anticipating annual ordinary pre-tax income for the fiscal year. The Company has determined that it is more likely than not that the tax benefit of the year-to-date ordinary pre-tax loss will not be realized in the current or future years. As such, the Company did not record any tax expense for the three months ended November 2, 2024, as tax provisions for the interim periods should not be recognized until the Company has year-to-date ordinary pre-tax income.
Current wording
Provision (benefit) for income taxes for the three months ended May 3, 2025 was $0, as the Company has year-to-date ordinary pre-tax losses for the interim period and is anticipating annual ordinary pre-tax income for the fiscal year. The Company has determined that it is more likely than not that the tax benefit of the year-to-date ordinary pre-tax loss will not be realized in the current or future years. As such, the Company did not record any tax expense for the three months ended May 3, 2025, as tax provisions for interim periods should not be recognized until the Company has year-to-date ordinary pre-tax income.
Previous wording
Benefit for income taxes for the nine months ended November 2, 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.
Current wording
The benefit for income taxes was $887 for the three months ended May 4, 2024, 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.
Previous wording
Equity in net income of equity method investment for the three months ended November 2, 2024 and October 28, 2023 was $279 and $656, respectively, and was related to the Company's 25% membership interest in ABG Vince.
Current wording
Equity in net income (loss) of equity method investment for the three months ended May 3, 2025 and May 4, 2024 was income of $491 and a loss of $465, respectively, and consists of the Company's proportionate share of ABG Vince's net income (loss).
Previous wording
The Company has identified three reportable segments as further described below:
Current wording
The Company has identified two reportable segments as further described below:
Previous wording
Vince Wholesale segment—consists of the Company's operations to distribute Vince brand products to major department stores and specialty stores in the United States and select international markets;
Current wording
Vince Wholesale segment—consists of the Company's operations to distribute Vince brand products to major department stores and specialty stores in the United States and select international markets; and
Previous wording
Vince Direct-to-consumer segment—consists of the Company's operations to distribute Vince brand products directly to the consumer through its Vince branded full-price specialty retail stores, outlet stores, and e-commerce platform, and its subscription service Vince Unfold; and
Current wording
Vince Direct-to-consumer segment—consists of the Company's operations to distribute Vince brand products directly to the consumer through its Vince branded full-price specialty retail stores, outlet stores, and e-commerce platform, and its subscription service Vince Unfold.
Previous wording
Unallocated corporate expenses are related to the Vince brand and are comprised of SG&A expenses attributable to corporate and administrative activities (such as marketing, design, finance, information technology, legal and human resource departments), and other charges that are not directly attributable to the Company's Vince Wholesale and Vince Direct-to-consumer reportable segments. In addition, unallocated corporate includes the transaction related expenses associated with the Asset Sale.
Current wording
Unallocated corporate expenses are related to the Vince brand and are comprised of SG&A expenses attributable to corporate and administrative activities (such as marketing, design, finance, information technology, legal and human resource departments), and other charges that are not directly attributable to the Company's Vince Wholesale and Vince Direct-to-consumer reportable segments.
Previous wording
Income from operations from our Vince Wholesale segment increased $3,056, or 20.1%, to $18,223 in the three months ended November 2, 2024 from $15,167 in the three months ended October 28, 2023, primarily driven by improved gross margin.
Current wording
Income from operations from our Vince Wholesale segment decreased $787, or 7.7%, to $9,397 in the three months ended May 3, 2025 from $10,184 in the three months ended May 4, 2024, primarily driven by a decrease in gross margin.
Previous wording
Net sales from our Vince Direct-to-consumer segment decreased $2,839, or 8.3%, to $31,397 in the three months ended November 2, 2024 from $34,236 in the three months ended October 28, 2023. Comparable sales, including e-commerce, decreased $888, or 2.9%, driven primarily by a decrease in retail stores traffic. Non-comparable sales, including Vince Unfold, declined $1,951. Since October 28, 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 November 2, 2024, compared to 66 (consisting of 49 full price stores and 17 outlet stores) as of October 28, 2023.
Current wording
Net sales from our Vince Direct-to-consumer segment decreased $1,271, or 4.4%, to $27,643 in the three months ended May 3, 2025 from $28,914 in the three months ended May 4, 2024. Comparable sales, including e-commerce, increased $700, or 2.8%, driven primarily by an increase in e-commerce traffic. Non-comparable sales, including Vince Unfold, declined $1,971. Since May 4, 2024, four net stores have closed bringing our total retail store count to 58 (consisting of 44 full price stores and 14 outlet stores) as of May 3, 2025, compared to 62 (consisting of 47 full price stores and 15 outlet stores) as of May 4, 2024.
Previous wording
Our Vince Direct-to-consumer segment had income from operations of $614 in the three months ended November 2, 2024 compared to a loss from operations of $48 in the three months ended October 28, 2023. The change was primarily driven by an increase in gross margin and lower operating costs driven by labor efficiencies.
Current wording
Our Vince Direct-to-consumer segment had a loss from operations of $800 in the three months ended May 3, 2025 compared to a loss from operations of $64 in the three months ended May 4, 2024. The change was primarily driven by an increase in SG&A expenses, primarily occupancy, marketing, and expenses related to remodels and relocations.
Previous wording
Our sources of liquidity are cash and cash equivalents, cash flows from operations, if any, borrowings available under the 2023 Revolving Credit Facility and our ability to access the capital markets, including our Sales Agreement entered into with Virtu Americas LLC in June 2023 (see Note 8 "Stockholders' Equity" to the Condensed Consolidated Financial Statements in this Quarterly Report for further information). Our primary cash needs are funding working capital requirements, including royalty payments under the License Agreement, meeting our debt service requirements, and capital expenditures for new stores and related leasehold improvements. The most significant components of our working capital are cash and cash equivalents, accounts receivable, inventories, accounts payable and other current liabilities. Based on our current expectations, we believe that our sources of liquidity will generate sufficient cash flows to meet our obligations during the next twelve months from the date these financial statements are issued.
Current wording
The Company's sources of liquidity are cash and cash equivalents, cash flows from operations, if any, borrowings available under the 2023 Revolving Credit Facility (as defined in Note 4 "Long-Term Debt and Financing Arrangements") and the Company's ability to access the capital markets, including the Sales Agreement entered into with Virtu Americas LLC in June 2023 (see Note 7 "Stockholders' Equity" for further information). The Company's primary cash needs are funding working capital requirements, including royalty payments under the License Agreement, meeting debt service requirements and capital expenditures for new stores and related leasehold improvements. The most significant components of the Company's working capital are cash and cash equivalents, accounts receivable, inventories, accounts payable and other current liabilities.
Previous wording
Net cash used in operating activities during the nine months ended November 2, 2024 was $633, which consisted of net income of $9,298, impacted by non-cash items of $938 and cash used in working capital of $10,869. 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, and cash outflows in prepaid expenses and other current assets, partially offset by cash inflows in accounts payable and accrued expenses.
Current wording
Net cash used in operating activities during the three months ended May 3, 2025 was $11,817, which consisted of a net loss of $4,803, impacted by non-cash items of $2,601 and cash used in working capital of $9,615. Net cash used in working capital resulted from cash outflows due to a decrease in accounts payable and accrued expenses of $11,560, due primarily to timing of payments, cash outflows in prepaid expenses and other current assets, due primarily to prepaid royalty payments, and an increase in inventories, partially offset by cash inflows from receivables of $9,873 mainly attributable to timing of collections.
Previous wording
Net cash used in operating activities during the nine months ended October 28, 2023 was $13,121, which consisted of a net income of $30,114, impacted by non-cash items of $(27,433) and cash used in working capital of $15,802. Net cash used in working capital primarily resulted from cash outflows in accounts payable and accrued expenses of $23,921 primarily due to the timing of payments to vendors, and an increase in receivables driven by the timing of sales, partially offset by a reduction in inventory levels related to more efficient inventory management.
Current 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.
Previous wording
Net cash used in investing activities of $2,725 during the nine months ended November 2, 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 $1,424 during the three months ended May 3, 2025 and $740 during the three months ended May 4, 2024 represents capital expenditures primarily related to retail store buildouts, including leasehold improvements and store fixtures.
Previous wording
Net cash provided by financing activities was $3,087 during the nine months ended November 2, 2024, primarily consisting of $3,130 of net borrowings under the Company's revolving credit facilities.
Current wording
Net cash provided by financing activities was $15,219 during the three months ended May 3, 2025, primarily consisting of $15,350 of net borrowings under the Company's revolving credit facilities.
Previous wording
The applicable margins for SOFR Term and SOFR Daily Floating Rate Loans are: (i) 2.0% when the average daily Excess Availability (as defined in the 2023 Revolving Credit Agreement) is greater than 66.7% of the Loan Cap (as defined in the 2023 Revolving Credit Agreement); (ii) 2.25% when the average daily Excess Availability is greater than or equal to 33.3% but less than or equal to 66.7% of the Loan Cap; and (iii) 2.5% when the average daily Excess Availability is less than 33.3% of the Loan Cap. The applicable margins for Base Rate Loans are: (a) 1.0% when the average daily Excess Availability is greater than 66.7% of the Loan Cap; (b) 1.25% when the average daily Excess Availability is greater than or equal to 33.3% but less than or equal to 66.7% of the Loan Cap; and (c) 1.5% when the average daily Excess Availability is less than 33.3% of the Loan Cap.
Current wording
The applicable margins for SOFR Term and SOFR Daily Floating Rate Loans are: (i) 2.0% when the average daily Excess Availability (as defined in the 2023 Revolving Credit Agreement) is greater than 66.7% of the Loan Cap (as defined in the 2023 Revolving Credit Agreement); (ii) 2.25% when the average daily Excess Availability is greater than or equal to 33.3% but less than or equal to 66.7% of the Loan Cap; and (iii) 2.5% when the average daily Excess Availability is less than 33.3% of the Loan Cap. The applicable margins for Base Rate Loans are: (a) 1.0% when the average daily Excess Availability is greater than 66.7% of the Loan Cap; (b) 1.25% when the average daily Excess Availability is greater than or equal to 33.3% but less than or equal to 66.7% of the Loan Cap; and (c) 1.5% when the average daily Excess Availability is less than 33.3% of the Loan Cap. In accordance with the First Amendment, from the First Amendment Effective Date (January 21, 2025) until the first Adjustment Date occurring after the twelve (12) month anniversary of the First Amendment Effective Date, the applicable margin will be 2.50% with respect to SOFR Term Loans and SOFR Daily Floating Rate Loans and 1.50% with respect to Base Rate Loans.
Previous wording
The 2023 Revolving Credit Facility contains representations and warranties, covenants and events of default that are customary for this type of financing, including limitations on the incurrence of additional indebtedness, liens, burdensome agreements, investments, loans, asset sales, mergers, acquisitions, prepayment of certain 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 2023 Revolving Credit Facility generally permits dividends in the absence of any default or event of default (including any event of default arising from a contemplated dividend), so long as (i) after giving pro forma effect to the contemplated dividend and on a pro forma basis for the 30-day period immediately preceding such dividend, Excess Availability will be at least the greater of 20.0% of the Loan Cap and $15,000 and (ii) after giving pro forma effect to the contemplated dividend, the Consolidated Fixed Charge Coverage Ratio (as defined in the 2023 Revolving Credit Agreement) for the 12 months preceding such dividend will be greater than or equal to 1.0 to 1.0.
Current wording
The 2023 Revolving Credit Facility contains representations and warranties, covenants and events of default that are customary for this type of financing, including limitations on the incurrence of additional indebtedness, liens, burdensome agreements, investments, loans, asset sales, mergers, acquisitions, prepayment of certain 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 2023 Revolving Credit Facility generally permits dividends in the absence of any default or event of default (including any event of default arising from a contemplated dividend), so long as (i) after giving pro forma effect to the contemplated dividend and on a pro forma basis for the 30-day period immediately preceding such dividend, Excess Availability will be at least the greater of 20.0% of the Loan Cap and $15,000 and (ii) after giving pro forma effect to the contemplated dividend, the Consolidated Fixed Charge Coverage Ratio (as defined in the 2023 Revolving Credit Agreement) for the 12 months preceding such dividend will be greater than or equal to 1.0 to 1.0. In accordance with the First Amendment, V Opco shall not make certain Restricted Payments as defined in the Agreement until the earlier of (i) the date that is eighteen (18) month anniversary of the First Amendment Effective Date, which date is July 21, 2026 and (ii) the first date following the twelve (12) month anniversary of the First Amendment Effective Date on which the Consolidated Fixed Charge Coverage Ratio is greater than or equal to 1.0 to 1.0.
Previous wording
The Company incurred a total of $0 and $8 of financing costs during the three and nine months ended November 2, 2024, respectively, and incurred $1,150 of financing costs during the fiscal year 2023 ($23 and $1,147 was incurred during the three and nine months ended October 28, 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 $0 and $8 of financing costs during the three months ended May 3, 2025 and May 4, 2024, respectively. In fiscal 2024, the Company incurred $466 (of which $458 were incurred in connection with the P180 Acquisition) of financing costs. 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 Consolidated Balance Sheets) and are amortized over the term of the 2023 Revolving Credit Facility.
Previous wording
As of November 2, 2024, the Company was in compliance with applicable covenants. As of November 2, 2024, $44,078 was available under the 2023 Revolving Credit Facility, net of the Loan Cap, and there were $17,357 of borrowings outstanding and $6,215 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 November 2, 2024 was 7.8%.
Current wording
As of May 3, 2025, the Company was in compliance with applicable covenants. As of May 3, 2025, $20,410 was available under the 2023 Revolving Credit Facility, net of the Loan Cap, and there were $26,763 of borrowings outstanding and $6,161 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 3, 2025 was 7.0%.
Previous wording
SK Financial is an affiliate of Sun Capital Partners, Inc. ("Sun Capital"), whose affiliates own, as of November 2, 2024, approximately 67% of the Company's common stock. The Third Lien Credit Facility was reviewed and approved by the Special Committee of the Company's Board of Directors, consisting solely of directors not affiliated with Sun Capital, which committee was represented by independent legal advisors.
Current wording
SK Financial is an affiliate of Sun Capital Partners, Inc. ("Sun Capital"). The Third Lien Credit Facility was reviewed and approved by the Special Committee of the Company's Board of Directors, consisting solely of directors not affiliated with Sun Capital, which committee was represented by independent legal advisors. Immediately prior to the P180 Acquisition, the affiliates of Sun Capital owned approximately 67% of the Company's common stock.
Previous wording
Interest on loans under the Third Lien Credit Facility is payable in kind at a rate revised in connection with the Third Lien Third Amendment (as defined and discussed below) to be equal to the Daily Simple SOFR, subject to a credit spread adjustment of 0.10% per annum, plus 9.0%. During the continuance of certain specified events of default, interest may accrue on the loans under the Third Lien Credit Facility at a rate of 2.0% in excess of the rate otherwise applicable to such amount. The Third Lien Credit Facility contained representations, covenants, and conditions that were substantially similar to those under the 2018 Revolving Credit Facility.
Current wording
Interest on loans under the Third Lien Credit Facility is payable in kind at a rate revised in connection with the Third Lien Third Amendment (as defined and discussed below) to be equal to the Daily Simple SOFR, subject to a credit spread adjustment of 0.10% per annum, plus 9.0%. During the continuance of certain specified events of default, interest may accrue on the loans under the Third Lien Credit Facility at a rate of 2.0% in excess of the rate otherwise applicable to such amount.
Previous wording
The Company incurred $485 in deferred financing costs associated with the Third Lien Credit Facility of which a $400 closing fee is payable in kind and was added to the principal balance. These deferred financing costs are recorded as deferred debt issuance costs which will be amortized over the remaining term of the Third Lien Credit Facility.
Current wording
The Company had incurred $485 in deferred financing costs associated with the Third Lien Credit Facility, of which a $400 closing fee is payable in kind and was added to the principal balance. These deferred financing costs were recorded as deferred debt issuance costs. In connection with the debt extinguishment (see below), unamortized debt issuance costs of $179 were included in the calculation of the gain on extinguishment.
Previous wording
A summary of our critical accounting estimates, which includes the fair value assessment of goodwill, is included in the Management's Discussion and Analysis of Financial Condition and Results of Operations section of our 2023 Annual Report on Form 10-K. As of November 2, 2024, there have been no material changes to the critical accounting estimates contained therein.
Current wording
A summary of our critical accounting estimates is included in the Management's Discussion and Analysis of Financial Condition and Results of Operations section of our 2024 Annual Report on Form 10-K. As of May 3, 2025, there have been no material changes to the critical accounting estimates contained therein.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
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.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
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 report — wording carried elsewhere
On February 17, 2023, the Company's indirectly wholly owned subsidiary, Parker Lifestyle, LLC, completed the sale of its intellectual property and certain related ancillary assets to Parker IP Co. LLC, an affiliate of BCI Brands. See Note 2 "Recent Transactions" to the Condensed Consolidated Financial Statements in this Quarterly Report for additional information.
Previous report — wording carried elsewhere
SG&A expenses for the nine months ended November 2, 2024 were $100,241, increasing $1,611, or 1.6%, versus $98,630 for the nine months ended October 28, 2023. SG&A expenses as a percentage of sales were 47.0% and 45.3% for the nine months ended November 2, 2024 and October 28, 2023, respectively. The change in SG&A expenses compared to the prior fiscal year period was primarily due to:
Previous report — wording carried elsewhere
Net sales from our Vince Direct-to-consumer segment decreased $11,378, or 11.5%, to $87,296 in the nine months ended November 2, 2024 from $98,674 in the nine months ended October 28, 2023. Comparable sales, including e-commerce, decreased $5,637, or 6.4%, primarily due to a decrease in e-commerce volume. Non-comparable sales, including Vince Unfold, declined $5,741. Since October 28, 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 November 2, 2024, compared to 66 (consisting of 49 full price stores and 17 outlet stores) as of October 28, 2023.