VINCE HOLDING CORP.
For the period ended Jan 31, 2026. Filed Apr 16, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2026 · Filed Apr 16, 2026
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-K
Period ended 2025-02-01; filed 2025-05-02.
0000950170-25-062847
Item 7. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2026-01-31; filed 2026-04-16.
0001193125-26-158986
Item 7. 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 135 previous paragraphs and 115 current paragraphs.
57 unchanged; 42 reworded; 13 added; 30 removed; 6 previous and 3 current paragraphs rearranged.
Tables are not compared: 8 previous and 8 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 (13)
Current report
Recent Developments
Current report
In October 2025, the Company voluntarily transferred its common stock from the New York Stock Exchange (the “NYSE”) to the Nasdaq Stock Market LLC (“Nasdaq”), retaining the ticker symbol “VNCE”. The Company’s common stock ceased trading on the NYSE as of market close on October 20, 2025 and began trading on Nasdaq at market open on October 21, 2025.
Current report
Net sales for fiscal 2025 were $300,007, increasing $6,555, or 2.2%, versus $293,452 for fiscal 2024.
Current report
The unfavorable impact from higher tariffs of approximately 250 basis points; and
Current report
Increased expense of approximately $6,500 primarily due to an increase in allowance for doubtful accounts relating to expected losses on trade receivables associated with the Saks Reorganization. See Note 1 "Description of Business and Summary of Significant Accounting Policies" in the Consolidated Financial Statements in this Annual Report for additional information;
Current report
Increased legal fees of approximately $1,400; partly offset by
Current report
A decrease of approximately $5,900 related to compensation and benefits, due mainly to the Employee Retention Credit ("ERC") benefit of $5,613 which was recorded as a partial offset to compensation expense; and
Current report
Approximately $450 of decreased professional fees.
Current report
Other (income), net for fiscal 2025 relates to the receipt of interest in connection with the ERC benefit. See Note 6 "Commitments and Contingencies" for further information.
Current report
(2) Unallocated corporate for the year ended January 31, 2026 includes the ERC benefit of $5,613 (see Note 6 "Commitments and Contingencies" for further information). Unallocated corporate for the year ended February 1, 2025 includes the goodwill impairment charge of $31,973.
Current report
Income from operations from our Vince Wholesale segment decreased $7,415, or 12.8%, to $50,490 in fiscal 2025 from $57,905 in fiscal 2024, driven by increased SG&A expenses primarily due to an increase in allowance for doubtful accounts relating to expected losses on trade receivables associated with the Saks Reorganization.
Current report
Net cash provided by financing activities was $1,180 during fiscal 2025, primarily consisting of $712 of net repayments under the Company's revolving credit facilities, and $2,023 of proceeds under the Virtu At-the-Market Offering during the second half of fiscal 2025 (see Note 9 "Stockholders' Equity" for additional information).
Current report
On March 18, 2026, V Opco entered into the Second Amendment (the "2023 Revolving Credit Facility Second Amendment") to the 2023 Revolving Credit Facility which, among other things, (a) modified the definition of Eligible Trade Receivables in the Credit Agreement to increase concentration limits and (b) expanded the eligibility criteria for Accounts owed by certain customers that may be included in the Borrowing Base.
Removed paragraphs (30)
Previous report
Transformation Program
Previous report
On October 31, 2023, the Company announced its Transformation Program focused on driving enhanced profitability through an improved gross margin profile and an optimized expense structure. The Transformation Program achieved its goal set out for fiscal 2024.
Previous report
Given the evolving tariff policies, we are in the process of re-evaluating our goals under the Transformation Program as we expect to leverage the program infrastructure to help mitigate the potential impact from tariffs.
Previous report
Net sales for fiscal 2024 were $293,452, increasing $562, or 0.2%, versus $292,890 for fiscal 2023. The change was partly offset by the effect of the 53rd week in the prior comparative period.
Previous report
The unfavorable impact from royalty expense associated with the License Agreement with ABG Vince, which contributed negatively by approximately 150 basis points; and
Previous report
Gain on sale of intangible assets for fiscal 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 Consolidated Financial Statements in this Annual Report for additional information.
Previous report
$4,718 of increased rent expense primarily due to lease modifications effective in fiscal 2023;
Previous report
$4,308 of increased compensation and benefits;
Previous report
$5,030 decrease related to transaction related expenses associated with the Asset Sale in fiscal 2023;
Previous report
$1,306 of decreased consulting and information technology costs; and
Previous report
$504 net decrease in total SG&A expenses resulting from the wind down of the Rebecca Taylor brand;
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
(2) Unallocated corporate includes the goodwill impairment charge of $31,973 for fiscal 2024 and the $32,043 gain related to the sale of the Vince intellectual property and certain related ancillary assets for fiscal 2023.
Previous report
Income from operations from our Vince Wholesale segment increased $14,489, or 33.4%, to $57,905 in fiscal 2024 from $43,416 in fiscal 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
Net cash provided by investing activities of $75,540 during fiscal 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 Consolidated Financial Statements in this Annual Report for additional information).
Previous report
Net cash used in financing activities was $77,079 during fiscal 2023, primarily consisting of $44,271 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 $3,336 (which includes a $553 prepayment penalty associated with the termination of the Term Loan Credit Facility during fiscal 2023).
Previous report
Term Loan Credit Facility
Previous report
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 report
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 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.
Previous report
2018 Revolving Credit Facility
Previous report
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 report
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. As of February 1, 2025, 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 Consolidated Balance Sheets.
Previous report
Fair Value Assessment of Goodwill
Previous report
Goodwill is tested for impairment at least annually and in an interim period if a triggering event occurs.
Previous report
An entity may elect to perform a qualitative impairment assessment for goodwill. If adverse qualitative trends are identified during the qualitative assessment that indicate that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, a quantitative impairment test is required. "Step one" of the quantitative impairment test for goodwill requires an entity to determine the fair value of each reporting unit and compare such fair value to the respective carrying amount. If the estimated fair value of the reporting unit exceeds the carrying value of the net assets assigned to that reporting unit, goodwill is not impaired, and we are not required to perform further testing. If the carrying amount of the reporting unit exceeds its estimated fair value, an impairment loss is recorded for the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The goodwill impairment test is dependent on a number of factors, including estimates of projected revenues, EBITDA margins, long-term growth rates, working capital, and discount rates. We base our estimates on assumptions we believe to be reasonable, but which are unpredictable and inherently uncertain. Actual future results may differ from those estimates.
Previous report
An entity may pass on performing the qualitative assessment for a reporting unit and directly perform the quantitative assessment. This determination can be made on an asset by asset basis, and an entity may resume performing a qualitative assessment in subsequent periods.
Previous report
In both fiscal 2024 and fiscal 2023, the Company performed its annual impairment test during the fourth quarter. In fiscal 2024, concurrent with the performance of the annual impairment test, the P180 Acquisition was consummated (see Note 2 "Recent Transactions" for additional information). As the P180 Acquisition represented a change of control transaction with an unrelated third party, the fair value of the Company’s Vince Wholesale reporting unit was estimated based on the transaction price of the P180 Acquisition. The estimated fair value of the Company implied by the P180 Acquisition was allocated to the Company’s reporting units, Vince Wholesale and Vince Direct-to-consumer, using a market-based approach, considering the relative contributions of each reporting unit to the Company as well as appropriate valuation multiples for each reporting unit relative to the implied P180 Acquisition multiple. The results of this quantitative test determined that the fair value of the Vince Wholesale reporting unit was below its carrying value by an amount greater than its total goodwill balance. As a result, the Company recorded a goodwill impairment charge of $31,973 to write-off the goodwill for the Vince Wholesale reporting unit. The charge was recorded within Impairment of goodwill on the Consolidated Statements of Operations and Comprehensive Income (Loss) during the fourth quarter of fiscal 2024.
Previous report
In fiscal 2023, the Company elected to perform a quantitative impairment test on goodwill allocated to the Company’s Vince Wholesale reporting unit. The results of the quantitative test did not result in any impairment because the fair value of the Company’s Vince Wholesale reporting unit exceeded its carrying value.
Previous report
Goodwill was $0 and $31,973 as of February 1, 2025 and February 3, 2024, respectively.
Previous report
On April 21, 2023, the Company entered into the Authentic Transaction with Authentic and as a result, the Vince tradename and Vince customer relationships were classified as held for sale and amortization of the Vince customer relationships ceased. The Company closed the Asset Sale on May 25, 2023, and therefore no longer carried finite-lived intangible assets as of February 3, 2024. See Note 2 "Recent Transactions" for further information.
Reworded paragraphs (42)
Previous wording
The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report. All amounts disclosed are in thousands except store counts, share and per share data and percentages.
Current wording
Our fiscal year ends on the Saturday closest to January 31. Fiscal years 2025 and 2024 ended on January 31, 2026 ("fiscal 2025") and February 1, 2025 ("fiscal 2024"), respectively. Fiscal 2025 and 2024 consisted of 52 weeks. The following discussion and analysis should be read in conjunction with our consolidated financial statements and related notes included elsewhere in this Annual Report. All amounts disclosed are in thousands except store counts, share and per share data and percentages.
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. As of February 1, 2025, we operate 43 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 January 31, 2026, we operate 43 full-price retail stores, 12 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 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 Consolidated Financial Statements in this Annual Report for additional 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 "Significant Transactions" to the Consolidated Financial Statements in this Annual 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 Consolidated Financial Statements in this Annual 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 "Significant Transactions" within the notes to the Consolidated Financial Statements in this Annual Report for further 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" to the Consolidated Financial Statements in this Annual 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 two reportable segments: Vince Wholesale and Vince Direct-to-consumer. As a result of the completion of the wind down and sale, and the determination by the CODM that Parker would not be considered in the Company’s future operating plans, Rebecca Taylor and Parker is no longer an operating segment of the Company.
Current wording
The Company has identified two reportable segments: Vince Wholesale and Vince Direct-to-consumer.
Previous wording
Gross profit increased $11,887, or 8.9%, to $145,179 in fiscal 2024 from $133,292 in fiscal 2023. As a percentage of sales, gross margin was 49.5%, compared with 45.5% in the prior year. The total gross margin rate increase was primarily driven by the following factors:
Current wording
Gross profit increased $3,964, or 2.7%, to $149,143 in fiscal 2025 from $145,179 in fiscal 2024. As a percentage of sales, gross margin was 49.7%, compared with 49.5% in the prior year. The total gross margin rate increase 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 320 basis points; partially offset by
Current wording
The favorable impact from higher pricing, which contributed positively by approximately 340 basis points;
Previous wording
The favorable impact from lower promotional activity in the Direct-to-consumer segment and lower discounting, which contributed positively by approximately 330 basis points;
Current wording
The favorable impact of lower discounting, which contributed positively by approximately 70 basis points; partially offset by
Previous wording
The unfavorable impact of channel and product mix, which contributed negatively by approximately 80 basis points.
Current wording
The unfavorable impact of increased freight and distribution and handling costs, which contributed negatively by approximately 130 basis points.
Previous wording
Impairment of goodwill for fiscal 2024 was $31,973. There was no impairment of goodwill in fiscal 2023.
Current wording
Impairment of goodwill for fiscal 2024 was $31,973.
Previous wording
Gain on sale of subsidiary for fiscal 2024 was $7,634 related to the sale of Rebecca Taylor. See Note 2 "Recent Transactions" to the Consolidated Financial Statements in this Annual Report for additional information.
Current wording
Gain on sale of subsidiary for fiscal 2024 was $7,634 related to the sale of Rebecca Taylor. See Note 2 "Significant Transactions" to the Consolidated Financial Statements in this Annual Report for additional information.
Previous wording
Selling, general and administrative ("SG&A") expenses for fiscal 2024 were $138,016, increasing $3,540, or 2.6%, versus $134,476 for fiscal 2023. SG&A expenses as a percentage of sales were 47.0% and 45.9% for fiscal 2024 and fiscal 2023, respectively. The change in SG&A expenses compared to the prior year period was primarily due to:
Current wording
Selling, general and administrative ("SG&A") expenses for fiscal 2025 were $139,905, increasing $1,889, or 1.4%, versus $138,016 for fiscal 2024. SG&A expenses as a percentage of sales were 46.6% and 47.0% for fiscal 2025 and fiscal 2024, respectively. The change in SG&A expenses compared to the prior year period was primarily due to:
Previous wording
$703 of increased marketing and advertising costs; partly offset by
Current wording
Increased marketing and advertising costs of approximately $1,900;
Previous wording
Interest expense, net decreased $4,549, or 40.9%, to $6,569 in fiscal 2024 from $11,118 in fiscal 2023 primarily due to $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 defined below), as well as an $828 write-off of deferred financing costs associated with the termination of the 2018 Revolving Credit Facility (as defined below). 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.
Current wording
Interest expense, net decreased $3,143, or 47.8%, to $3,426 in fiscal 2025 from $6,569 in fiscal 2024 primarily due to lower levels of debt under the Third Lien Credit Facility.
Previous wording
Benefit for income taxes for fiscal 2024 was $3,642 as compared to $3,478 for fiscal 2023. Our effective tax rate for fiscal 2024 and fiscal 2023 was 15.6% and (17.0)%, respectively. The effective tax rate for fiscal 2024 differed from the U.S. statutory rate of 21% primarily due to the tax benefits from the reversal of the non-cash deferred tax liability associated with the goodwill impairment, which previously could not be used as a source of income to support the realization of certain deferred tax assets related to the Company's net operating losses, and the reversal of a portion of the Company’s non-cash deferred tax liability associated with the equity method investment, which 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. These tax benefits were offset by the current federal and state income tax expense.
Current wording
The effective tax rate for fiscal 2024 differed from the U.S. statutory rate of 21% primarily due to the tax benefits from the reversal of the non-cash deferred tax liability associated with the goodwill impairment, which previously could not be used as a source of income to support the realization of certain deferred tax assets related to the Company's net operating losses, and the reversal of a portion of the Company’s non-cash deferred tax liability associated with the equity method investment, which 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. These tax benefits were offset by the current federal and state income tax expense.
Previous wording
Equity in net income of equity method investment for the fiscal years 2024 and 2023 was $712 and $1,462, respectively, and consists of the Company's proportionate share of ABG Vince's net income.
Current wording
Equity in net income of equity method investment for the fiscal years 2025 and 2024 was $1,590 and $712, respectively, and was related to the Company's 25% membership interest in ABG Vince.
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.
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.
Previous wording
As a result of the completion of the wind down and sale, and the determination by the CODM that Parker would not be considered in the Company’s future operating plans, Rebecca Taylor and Parker is no longer an operating segment of the Company.
Current wording
During fiscal 2024, as a result of the completion of the wind down and sale (see Note 2 "Significant Transactions" to the Consolidated Financial Statements in this Annual 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 determined to no longer be an operating segment of the Company.
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. As the Company’s goodwill is not allocated to the Company’s reportable segments in the measure of segment assets regularly reported to and used by our CODM, the corresponding impairment charge associated with goodwill is not reflected in the operating results of the Company’s reportable segments.
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
(1) Activity for the Rebecca Taylor and Parker reconciling item for fiscal 2024 primarily consists of the gain recognized on the sale of Rebecca Taylor. Activity for fiscal 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.
Current wording
(1) Activity for the Rebecca Taylor and Parker reconciling item for the year ended February 1, 2025 primarily consists of the gain recognized on the sale of Rebecca Taylor.
Previous wording
Net sales from our Vince Wholesale segment increased $15,746, or 10.5%, to $165,349 in fiscal 2024 from $149,603 in fiscal 2023, due primarily to higher full-price shipments.
Current wording
Net sales from our Vince Wholesale segment increased $391, or 0.2%, to $165,740 in fiscal 2025 from $165,349 in fiscal 2024, due to increased off-price shipments, partially offset by a decrease in full-price shipments.
Previous wording
Net sales from our Vince Direct-to-consumer segment decreased $14,993, or 10.5%, to $128,103 in fiscal 2024 from $143,096 in fiscal 2023. Comparable sales, including e-commerce, decreased $6,145, or 4.8%, primarily due to a decrease in promotional activity. Non-comparable sales, which includes new stores that have not completed 13 full fiscal months of operations and Vince Unfold, declined by $8,848, which includes $1,066 of sales attributable to the 53rd week of the prior year. Since the end of fiscal 2023, six net stores have closed, bringing our total retail store count to 57 (consisting of 43 full price stores and 14 outlet stores) as of February 1, 2025, compared to 63 (consisting of 48 full price stores and 15 outlet stores) as of February 3, 2024.
Current wording
Net sales from our Vince Direct-to-consumer segment increased $6,164, or 4.8%, to $134,267 in fiscal 2025 from $128,103 in fiscal 2024. Comparable sales, including e-commerce, increased $7,912, or 7%, primarily due to an increase in both e-commerce and retail stores volume. Non-comparable sales, which includes new stores that have not completed 13 full fiscal months of operations and including Vince Unfold, which was exited in the first quarter of fiscal 2025, declined by $1,749. Since the end of fiscal 2024, two net stores have closed, bringing our total retail store count to 55 (consisting of 43 full price stores and 12 outlet stores) as of January 31, 2026, compared to 57 (consisting of 43 full price stores and 14 outlet stores) as of February 1, 2025.
Previous wording
Our Vince Direct-to-consumer segment had income from operations of $2,970 in fiscal 2024 compared to income from operations of $5,774 in fiscal 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 rate. 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.
Current wording
Our Vince Direct-to-consumer segment had income from operations of $5,779 in fiscal 2025 compared to income from operations of $2,970 in fiscal 2024. The increase was primarily driven by increased sales, partially offset by higher SG&A expenses due to marketing spend.
Previous wording
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, as further discussed under “— Item 1A. Risk Factors—Risks Related to Our Business”.
Current wording
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 implemented tariffs and ongoing developments. 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 implemented tariffs and ongoing developments, 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, as further discussed under “Item 1A. Risk Factors—Risks Related to Our Business”.
Previous wording
Net cash provided by operating activities during fiscal 2023 was $1,640 which consisted of net income of $25,446, impacted by non-cash items of $(22,186) and cash used by working capital of $1,620. Net cash used by working capital resulted from cash outflows in accounts payable and accrued expenses of $23,994, primarily due to the timing of payments to vendors, cash outflows in other assets and liabilities of $8,165 primarily related to lease activity, offset by reductions in inventory of $31,236 primarily resulting from more efficient inventory management.
Current wording
Net cash provided by operating activities during fiscal 2025 was $2,987, which consisted of net income of $6,378, impacted by non-cash items of $13,311, including approximately $6,500 related to an increase in allowance for doubtful accounts related to the Saks Reorganization, and cash used in working capital of $16,702. Net cash used in working capital primarily resulted from cash outflows of $7,035 due to an increase in inventories related to the timing of inventory receipts and increased costs due primarily to the impact of tariffs, cash outflows in receivables of $4,669, and cash outflows in accounts payable and accrued expenses of $5,088, primarily due to the timing of payments to vendors.
Previous wording
Net cash provided by operating activities during fiscal 2024 was $22,059, which consisted of a net loss of $19,047, impacted by non-cash items of $33,258 and cash provided by working capital of $7,848. Net cash provided by working capital resulted from cash inflows in accounts payable and accrued expenses of $19,820, primarily due to the timing of payments to vendors, offset by cash outflows in receivables of $11,652.
Current wording
Net cash provided by operating activities during fiscal 2024 was $22,059 which consisted of net loss of $19,047, impacted by non-cash items of $33,258 and cash provided by working capital of $7,848. Net cash provided by working capital resulted from cash inflows in accounts payable and accrued expenses of $19,820, primarily due to the timing of payments to vendors, offset by cash outflows in receivables of $11,652.
Previous wording
Net cash used in investing activities of $4,232 during fiscal 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 $4,287 and $4,232 during fiscal 2025 and fiscal 2024, respectively, represents capital expenditures primarily related to retail store buildouts, including leasehold improvements and store fixtures.
Previous wording
Net cash used in financing activities was $18,381 during fiscal 2024, primarily consisting of $15,000 of the repayment of borrowings in connection with the P180 Acquisition (see Note 2 "Recent Transactions" for additional information) and $2,814 of net repayments of borrowings under the Company's revolving credit facilities.
Current wording
Net cash used in financing activities was $18,381 during fiscal 2024, primarily consisting of $15,000 of the repayment of borrowings in connection with the P180 Acquisition (see Note 2 "Significant Transactions" for additional information) and $2,814 of net repayments of borrowings under the Company's revolving credit facilities.
Previous 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.
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. All outstanding amounts under the previous $80,000 senior secured revolving credit facility (the "2018 Revolving Credit Facility") were repaid in full and such facility was terminated pursuant to the terms thereof as a result of all parties completing their obligations under such facility.
Previous wording
The Company incurred a total of $466 (of which $458 were incurred in connection with the P180 Acquisition) and $1,150 of financing costs during fiscal years 2024 and 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 Consolidated Balance Sheets) and are amortized over the term of the 2023 Revolving Credit Facility.
Current wording
No financing costs were incurred during fiscal 2025. In fiscal 2024, the Company incurred a total of $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 February 1, 2025, the Company was in compliance with applicable covenants. As of February 1, 2025, $39,820 was available under the 2023 Revolving Credit Facility, net of the Loan Cap, and there were $11,413 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 February 1, 2025 was 7.0%.
Current wording
As of January 31, 2026, the Company was in compliance with applicable covenants. As of January 31, 2026, $40,771 was available under the 2023 Revolving Credit Facility, net of the Loan Cap, and there were $10,700 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 January 31, 2026 was 6.3%.
Previous wording
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 wording
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 "Significant 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.
Previous wording
Asset Sale, (b) replaced LIBOR as an interest rate benchmark in favor of Daily Simple SOFR, subject to a credit spread adjustment of 0.10% per annum, plus 9.0% (c) amended the Third Lien Credit Agreement's maturity date to the earlier of (i) March 30, 2025 and (ii) 180 days after the maturity date under the 2018 Revolving Credit Facility, (d) reduced the capacity to incur indebtedness and liens, make investments, restricted payments and dispositions and repay certain indebtedness and (e) modified certain representations and warranties, covenants and events of default in respect of documentation related to the Asset Sale. The Third Lien Third Amendment became effective upon the consummation of the Asset Sale, the prepayment of the Term Loan Credit Facility in full and other transactions contemplated by the Asset Purchase Agreement.
Current wording
On April 21, 2023, V Opco entered into that certain Consent and Third Amendment to Credit Agreement (the "Third Lien Third Amendment"), which, among other things, (a) permitted the sale of the intellectual property of the Vince Business contemplated in the Asset Sale, (b) replaced LIBOR as an interest rate benchmark in favor of Daily Simple SOFR, subject to a credit spread adjustment of 0.10% per annum, plus 9.0% (c) amended the Third Lien Credit Agreement's maturity date to the earlier of (i) March 30, 2025 and (ii) 180 days after the maturity date under the 2018 Revolving Credit Facility, (d) reduced the capacity to incur indebtedness and liens, make investments, restricted payments and dispositions and repay certain indebtedness and (e) modified certain representations and warranties, covenants and events of default in respect of documentation related to the Asset Sale. The Third Lien Third Amendment became effective upon the consummation of the Asset Sale, the prepayment of the Term Loan Credit Facility in full and other transactions contemplated by the Asset Purchase Agreement.
Previous wording
On June 23, 2023, V Opco entered into the Fourth Amendment (the "Third Lien Fourth Amendment") to the Third Lien Credit Agreement which, among other things, (a) extended the Third Lien Credit Agreement's maturity date to the earlier of (i) September 30, 2028 and (ii) 91 days prior to the earliest maturity date of any Material Indebtedness (as defined therein) other than the 2023 Revolving Credit Facility and (b) modified certain representations and warranties, covenants and events of default in respect of documentation conforming to the terms of the 2023 Revolving Credit Facility.
Current wording
30, 2028 and (ii) 91 days prior to the earliest maturity date of any Material Indebtedness (as defined therein) other than the 2023 Revolving Credit Facility and (b) modified certain representations and warranties, covenants and events of default in respect of documentation conforming to the terms of the 2023 Revolving Credit Facility.
Previous wording
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. 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 maintain an equity interest in the Company, the gain on extinguishment was recorded as a capital contribution within equity.
Current wording
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. 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 at the time of the transaction, the gain on extinguishment was recorded as a capital contribution within equity.
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 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. See Note 5 "Long-Term Debt and Financing Arrangements" to the Consolidated Financial Statements in this Annual Report for additional information.
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 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
Previous wording
Management's discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of these financial statements requires estimates and judgments that affect the reported amounts of our assets, liabilities, revenues and expenses. Management bases estimates on historical experience and other assumptions it believes to be reasonable under the circumstances and evaluates these estimates on an on-going basis. Actual results may differ from these estimates under different assumptions or conditions.
Current wording
Management's discussion and analysis of financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The preparation of these financial statements requires estimates and judgments that affect the reported amounts of our assets, liabilities, revenues and expenses. Management bases estimates on historical experience and other assumptions it believes to be reasonable under the circumstances and evaluates these estimates on an on-going basis. Actual results may differ from these estimates under different assumptions or conditions.
Previous wording
At February 1, 2025, a hypothetical 1% change in the reserves for allowances would have resulted in a change of $69 in accounts receivable and net sales.
Current wording
At January 31, 2026, a hypothetical 1% change in the reserves for allowances would have resulted in a change of $72 in accounts receivable and net sales.
Previous wording
At February 1, 2025, a hypothetical 1% change in the inventory obsolescence reserve would have resulted in a change of $25 in inventory, net of cost of products sold.
Current wording
At January 31, 2026, a hypothetical 1% change in the inventory obsolescence reserve would have resulted in a change of $16 in inventory, net of cost of products sold.
Showing the first 40 of 42 pairs. Open the source sections for the rest.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
Provision (benefit) for income taxes for fiscal 2025 was a provision of $2,584. For fiscal 2024, the benefit for income taxes was $3,642. Our effective tax rate for fiscal 2025 and fiscal 2024 was 35.1% and 15.6%, respectively. The effective tax rate for fiscal 2025 differed from the U.S. statutory rate of 21% primarily due to state taxes and changes in our valuation allowance, partially offset by nontaxable ERC benefits.
Current report — wording carried from elsewhere
On June 23, 2023, V Opco entered into the Fourth Amendment (the "Third Lien Fourth Amendment") to the Third Lien Credit Agreement which, among other things, (a) extended the Third Lien Credit Agreement's maturity date to the earlier of (i) September
Current report — wording carried from elsewhere
Credit Facility at a rate of 2.0% in excess of the rate otherwise applicable to such amount. See Note 5 "Long-Term Debt and Financing Arrangements" to the Consolidated Financial Statements in this Annual Report for additional information.
Rearranged previous paragraphs (6)
Previous report — wording carried elsewhere
Our fiscal year ends on the Saturday closest to January 31. Fiscal years 2024 and 2023 ended on February 1, 2025 ("fiscal 2024") and February 3, 2024 ("fiscal 2023"), respectively. Fiscal 2024 consisted of 52 weeks and fiscal 2023 consisted of 53 weeks.
Previous report — wording carried elsewhere
The effective tax rate for fiscal 2023 differed from the U.S. statutory rate of 21% primarily due to the tax impacts associated with the Authentic Transaction, offset by state and foreign taxes and tax expense related to a portion of the non-cash deferred tax liability related to the Company’s equity method investment, which cannot be used as a source of income to support the realization of certain deferred tax assets related to the Company’s net operating losses. See Note 11 "Income Taxes" to the Consolidated Financial Statements in this Annual Report for further information.
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 Consolidated Financial Statements in this Annual Report for additional information.
Previous report — wording carried elsewhere
All outstanding amounts under the 2018 Revolving Credit Facility (as defined below) were repaid in full and such facility was terminated pursuant to the terms thereof as a result of all parties completing their obligations under such facility.
Previous report — wording carried elsewhere
On April 21, 2023, V Opco entered into that certain Consent and Third Amendment to Credit Agreement (the "Third Lien Third Amendment"), which, among other things, (a) permitted the sale of the intellectual property of the Vince Business contemplated in the