Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes☒ No ☐

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files). Yes☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐No ☒

As of November 30, 2022, the registrant had 12,332,011 shares of common stock, $0.01 par value per share, outstanding.

On November 27, 2013, Vince Holding Corp. (“VHC” or the “Company”), previously known as Apparel Holding Corp., closed an initial public offering (“IPO”) of its common stock and completed a series of restructuring transactions (the “Restructuring Transactions”) through which Kellwood Holding, LLC acquired the non-Vince businesses, which included Kellwood Company, LLC (“Kellwood Company” ~~or “Kellwood”~~), from the Company. The Company continues to own and operate the Vince business, which includes Vince, LLC.

Prior to the IPO and the Restructuring Transactions, VHC was a diversified apparel company operating a broad portfolio of fashion brands, which included the Vince business. As a result of the IPO and Restructuring Transactions, the non-Vince businesses were separated from the Vince business, and the stockholders immediately prior to the consummation of the Restructuring Transactions (the “Pre-IPO Stockholders”) (through their ownership of Kellwood Holding, LLC) retained the full ownership and control of the non-Vince businesses.

On November 18, 2016, Kellwood Intermediate Holding, LLC and Kellwood Company ~~LLC~~ entered into a Unit Purchase Agreement with Sino Acquisition, LLC (the “Kellwood Purchaser”) whereby the Kellwood Purchaser agreed to purchase all of the outstanding equity interests of Kellwood ~~Company, LLC.~~Company. Prior to the closing, Kellwood Intermediate Holding, LLC and Kellwood Company ~~LLC~~ conducted a pre-closing reorganization pursuant to which certain assets of Kellwood Company ~~LLC~~ were distributed to a newly formed subsidiary of Kellwood Intermediate Holding, LLC, St. Louis Transition, ~~LLC (“St. Louis, LLC”).~~LLC. The transaction closed on December 21, 2016 (the “Kellwood Sale”). ~~St. Louis,~~

On November 3, 2019, Vince, LLC, ~~is anticipated~~an indirectly wholly owned subsidiary of VHC, completed its acquisition (the “Acquisition”) of 100% of the equity interests of Rebecca Taylor, Inc. and Parker Holding, LLC (collectively, the “Acquired Businesses”) from Contemporary Lifestyle Group, LLC (“CLG”). The Acquired Businesses represented all of the operations of CLG.

For purposes of this Quarterly Report, the “Company,” “we,” and “our,” refer to ~~be wound down by~~Vince Holding Corp. and our wholly owned subsidiaries, including Vince Intermediate Holding, LLC (“Vince Intermediate”) and Vince, LLC. References to “Vince,” “Rebecca Taylor” or ~~around December 2017.~~“Parker” refer only to the referenced brands. References to “Kellwood” refer, as applicable, to Kellwood Holding, LLC and its consolidated subsidiaries (including Kellwood Company, LLC) or the operations of the non-Vince businesses after giving effect to the Restructuring Transactions and prior to the Kellwood Sale.

This Quarterly Report on Form 10-Q, and any statements incorporated by reference herein, ~~contains~~contain forward-looking statements under the Private Securities Litigation Reform Act of 1995. Forward-looking statements are indicated by words or phrases such as “may,” “will,” “should,” “believe,” “expect,” “seek,” “anticipate,” “intend,” “estimate,” “plan,” “target,” “project,” “forecast,” “envision” and other similar phrases. Although we believe the assumptions and expectations reflected in these forward-looking statements are reasonable, these assumptions and expectations may not prove to be correct and we may not achieve the results or benefits anticipated. These forward-looking statements are not guarantees of actual results, and our actual results may differ materially from those suggested in the forward-looking statements. These forward-looking statements involve a number of risks and uncertainties, some of which are beyond our control, including, without limitation: our ability to ~~continue having~~realize the ~~liquidity necessary to service~~benefits of our debt, meet contractual payment obligations (including amortization payments under the Term Loan Facility as well as payments under the Tax Receivable Agreement) and fund our operations; our ability to comply with the covenants under our credit facilities;strategic initiatives, including our ability to successfully ~~operate the newly implemented systems, processes~~implement and ~~functions recently transitioned from Kellwood Company;~~execute our omni-channel and customer strategies; our ability to ~~remediate~~expand our product offerings into new product categories, including the ~~identified material weaknesses in our internal control over financial reporting; our~~ ability to ~~regain compliance with~~find suitable licensing partners; the ~~continued listing standards~~impact of the ~~New York Stock Exchange;~~novel coronavirus (COVID-19) pandemic on our ~~ability to ensure the proper operation~~business, results of ~~the distribution facility by a third-party logistics provider recently transitioned from Kellwood; our ability to remain competitive in the areas of merchandise quality, price, breadth of selection~~operations and customer service; our ability to anticipate and/or react to changes in customer demand and attract new customers, including in connection with making inventory commitments; our ability to control the level of sales in the off-price channels; our ability to manage excess inventory in a way that will promote the long-term health of the brand; changes in consumer confidence and spending; our ability to maintain projected profit margins; unusual, unpredictable and/or severe weatherliquidity; general economic conditions; ~~the execution and management of our retail store growth plans, including the availability and cost of acceptable real estate locations for new store openings;~~ the execution and management of our international expansion, including our ability to promote our brand and merchandise outside the U.S. and find suitable partners in certain geographies; our current and future licensing arrangements; our ability to ~~expand~~continue having the liquidity necessary to service our ~~product offerings into new product categories, including~~debt, meet contractual payment obligations, and fund our operations; further impairment of our goodwill and indefinite-lived intangible assets; the execution and management of our retail store growth plans; our ability to ~~find suitable licensing~~make lease payments when due; our ability to maintain our larger wholesale partners; the loss of certain of our wholesale partners; our ability to successfully ~~implement~~wind down the Rebecca Taylor business; our ~~marketing initiatives;~~ability to remediate the identified material weakness in our internal control over financial reporting; our ability to comply with domestic and international laws, regulations and orders; our ability to anticipate and/or react to changes in customer demand and attract new customers, including in connection with making inventory commitments; our ability to remain competitive in the areas of merchandise quality, price, breadth of selection and customer service; our ability to keep a strong brand image; our ability to attract and retain key personnel; our ability to protect our trademarks in the U.S. and internationally; seasonal and quarterly variations in our revenue and income; our ability to ~~maintain the~~mitigate system security ~~of electronic and~~risk issues, such as cyber or malware attacks, as well as other ~~confidential information; serious disruptions and catastrophic events; changes in global economies and credit and financial markets; competition;~~major system failures; our ability to ~~attract~~optimize our systems, processes and ~~retain key personnel;~~functions; our ability to comply with privacy-related obligations; our ability to ensure the proper operation of the distribution facilities by third-party logistics providers; fluctuations in the price, availability and quality of raw materials; commodity, raw material and other cost increases; ~~compliance with domestic and international laws, regulations and orders; changes in laws and regulations; outcomes~~the extent of ~~litigation and proceedings and the availability of insurance, indemnification and~~our foreign sourcing; our reliance on independent manufacturers; other ~~third-party coverage of any losses suffered in connection therewith;~~ tax matters; and other factors as set forth from time to time in our Securities and Exchange Commission filings, including those described in this report on Form 10-Q and our ~~2016~~ Annual Report on Form 10-K filed with the Securities and Exchange Commission on April ~~28, 2017 (our “2016~~29, 2022 (the “2021 Annual Report on Form 10-K”) under the heading ~~“Item~~“Part I, Item 1A—Risk Factors.” We intend these forward-looking statements to speak only as of the ~~time~~date of this ~~report~~Quarterly Report on Form 10-Q and do not undertake to update or revise them as more information becomes available, except as required by law.

Condensed Consolidated Statements of ~~Comprehensive Income (Loss)~~ Stockholders’ Equity

Note 2.3. Goodwill and Intangible Assets

Net goodwill balances and changes therein by segment were as follows:

(in thousands)

Wholesale

Direct-to-consumer

Total Net Goodwill

Balance as of October 28, 2017

$
41,435

$
—

$
41,435

Balance as of January 28, 2017

$
41,435

$
—

$
41,435


(in thousands)	Vince Wholesale		Vince Direct-to-consumer		Rebecca Taylor and Parker		Total Net Goodwill
Balance as of January 29, 2022	$	31,973	$	—	$	—	$	31,973
Balance as of October 29, 2022	$	31,973	$	—	$	—	$	31,973

The total carrying amount of goodwill ~~for all periods presented was~~is net of accumulated impairments of ~~$69,253.~~$101,845.

The following tables present a summary of identifiable intangible assets:


(in thousands)	Gross Amount		Accumulated Amortization			Accumulated Impairments			Net Book Value		Gross Amount		Accumulated Amortization			Accumulated Impairments			Reclassification to Assets Held for Sale			Net Book Value
Balance as of October 28, 2017
Balance as of October 29, 2022
Amortizable intangible assets:
Customer relationships	$	11,970	$	(5,821	)	$	—		$	6,149	$	31,355	$	(22,084	)	$	(6,115	)	$	—		$	3,156
Indefinite-lived intangible asset:
Tradename		101,850		—			(30,750	)		71,100
Tradenames (1)												22,236		(683	)		(18,663	)		(2,890	)		—
Indefinite-lived intangible assets:
Tradenames												101,850		—			(34,750	)		—			67,100
Total intangible assets	$	113,820	$	(5,821	)	$	(30,750	)	$	77,249	$	155,441	$	(22,767	)	$	(59,528	)	$	(2,890	)	$	70,256

(1) On September 12, 2022, the Company announced its decision to wind down the Rebecca Taylor business. Therefore, the Company determined that the indefinite life classification was no longer appropriate for the Rebecca Taylor tradename and began amortizing the Rebecca Taylor tradename in the third quarter of fiscal 2022. Amortization of the Rebecca Taylor tradename ceased upon classification as held for sale in the third quarter of fiscal 2022. Additionally, during the third quarter of fiscal 2022, the Parker tradename was classified as held for sale and amortization ceased. See Note 2 "Wind Down of Rebecca Taylor Business" for further information.


(in thousands)	Gross Amount		Accumulated Amortization			Accumulated Impairments			Net Book Value
Balance as of January 29, 2022
Amortizable intangible assets:
Customer relationships	$	31,355	$	(21,635	)	$	(6,115	)	$	3,605
Tradenames		13,100		(143	)		(12,527	)		430
Indefinite-lived intangible assets:
Tradenames		110,986		—			(39,186	)		71,800
Total intangible assets	$	155,441	$	(21,778	)	$	(57,828	)	$	75,835

(in thousands)

Gross Amount

Accumulated Amortization

Accumulated Impairments

Net Book Value

Balance as of January 28, 2017

Amortizable intangible assets:

Customer relationships

$
11,970

$
(5,372
)

$
—

$
6,598

Indefinite-lived intangible asset:

Tradename

101,850

—

(30,750
)

71,100

Total intangible assets

$
113,820

$
(5,372
)

$
(30,750
)

$
77,698

During the ~~three months ended October 28, 2017,~~second quarter of fiscal 2022, the Company determined that a triggering event had occurred ~~for~~in the ~~Company’s Wholesale reporting unit~~Rebecca Taylor and ~~the Company’s indefinite-lived intangible asset~~Parker segment as a result of changes to the Company’s ~~decision to~~ ~~enter into limited distribution arrangements with Nordstrom, Inc. and Neiman Marcus Group LTD, which will take effect in fiscal 2018, in order to rationalize its department store distribution strategy~~.

long-term projections. The Company ~~elected to perform a qualitative~~performed an interim quantitative impairment assessment ~~on goodwill and determined that it was not more likely than not that the carrying value~~ of the ~~reporting unit was greater than~~Rebecca Taylor tradename utilizing the ~~fair value.~~

relief from royalty valuation approach. The ~~Company elected to perform~~relief from royalty valuation approach is dependent on a ~~quantitative assessment on its indefinite-lived intangible asset, which consists~~number of factors, including estimates of projected revenues, royalty rates in the ~~Vince tradename. The results~~category of ~~the quantitative assessment did not result in any impairment because the fair value of the Company’s tradename intangible asset exceeded its carrying value.~~intellectual property, discount rates and other variables. The Company estimated the fair value of ~~its~~the Rebecca Taylor tradename intangible asset ~~using a discounted cash flow valuation analysis,~~and determined that the fair value of the Rebecca Taylor tradename was below its carrying amount. Accordingly, the Company recorded an impairment charge for the Rebecca Taylor tradename intangible asset of $1,700, which ~~is based~~was recorded within Impairment of intangible assets on the ~~“relief from royalty” methodology.~~condensed consolidated statement of operations and comprehensive income (loss) for the nine months ended October 29, 2022. There was no such impairment charge for the three months ended October 29, 2022 and the three and nine months ended October 30, 2021.

Amortization of identifiable intangible assets was ~~$149~~$661 and ~~$150~~$989 for the three ~~months ended October 28, 2017~~ and ~~October 29, 2016, respectively and $449 and $449 for the~~ nine months ended October ~~28, 2017~~29, 2022, respectively, and $164 and $492 for the three and nine months ended October ~~29, 2016,~~30, 2021, respectively. The estimated amortization expense for identifiable intangible assets ~~is $598~~ for ~~each~~the remainder of fiscal ~~year for~~2022 and the next five fiscal ~~years.~~years is expected to be as follows:


	Future
(in thousands)	Amortization
2022	$	150
2023		598
2024		598
2025		598
2026		598
2027		598
	$	3,140

Note 3.4. Fair Value Measurements

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


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

Level 2—

observable market-based inputs (quoted prices for similar assets and liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active) or inputs that

are corroborated by observable market data

Level 3—

significant unobservable inputs that reflect the Company’s assumptions and are not substantially supported by market data

The Company did ~~not~~not have any non-financial assets or non-financial liabilities recognized at fair value on a recurring basis at October ~~28, 2017~~29, 2022 or January ~~28, 2017.~~29, 2022. At October ~~28, 2017~~29, 2022 and January ~~28, 2017,~~29, 2022, the Company believes that the carrying ~~value~~values of cash and cash equivalents, receivables, and accounts payable ~~approximates~~approximate fair value, due to the short-term maturity of these ~~instruments and would be measured using Level 1 inputs.~~instruments. The Company’s debt obligations with a carrying value of ~~$68,076~~$125,454 as of October ~~28, 2017~~29, 2022 are at variable interest ~~rates~~rates. Borrowings under the Company’s 2018 Revolving Credit Facility (as amended and ~~management estimates that~~restated and as defined below) are recorded at carrying value, which approximates fair value due to the frequent nature of such borrowings and repayments. The Company considers this as a Level 2 input. The fair value of the Company’s ~~outstanding debt obligations~~Term Loan Credit Facility (as defined below) and the Third Lien Credit Facility (as defined below) was approximately ~~$58,000~~$32,000 and $23,000, respectively, as of October 29, 2022 based upon ~~quoted prices in markets~~estimated market value calculations that ~~are not active, which is considered~~factor principal, time to maturity, interest rate, and current cost of debt. The Company considers this a Level 23 input.

The Company’s non-financial assets, which primarily consist of goodwill, intangible assets, operating lease right-of-use (“ROU”) assets, and property and equipment, are not required to be measured at fair value on a recurring basis and are reported at their carrying values. However, on a periodic basis whenever events or changes in circumstances indicate that their carrying value may not be fully recoverable (and at least annually for goodwill and indefinite-lived intangible assets), non-financial assets are assessed for impairment and, if applicable, written down to (and recorded at) fair value.

Determining the fair value of goodwill and other intangible assets is judgmental in nature and requires the use of significant estimates and assumptions, including projected revenues, EBITDA margins growth rates and operating margins, long-term growth rates, working capital, royalty rates in the category of intellectual property, discount rates and future market conditions, among others, as applicable. The inputs used in determining the fair value of the ROU assets are the current comparable market rents for similar properties and a store discount rate. The fair value of the property and equipment is based on its estimated liquidation value. The measurement of fair value of these assets are considered Level 3 valuations as certain of these inputs are unobservable and are estimated to be those that would be used by market participants in valuing these or similar assets.

The following table presents the non-financial assets the Company measured at fair value on a non-recurring basis for the nine months ended October 29, 2022, based on such fair value hierarchy. There were no losses on these non-financial assets taken in the nine months ended October 30, 2021.


	Net Carrying Value of Impaired Assets as of		Fair Value Measured and Recorded at Reporting Date Using:						Total Losses - Nine Months Ended
(in thousands)	October 29, 2022		Level 1		Level 2		Level 3		October 29, 2022
Property and equipment	$	158	$	—	$	—	$	158	$	866	(1)
Tradename		2,630		—		—		2,630		1,700	(2)

(1) Recorded within Impairment of long-lived assets on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss).

(2) Recorded within Impairment of intangible assets on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 3 “Goodwill and Intangible Assets” for additional information. As of October 29, 2022, the carrying value of this tradename was classified within Assets Held for Sale on the Condensed Consolidated Balance Sheets.

Note 4.5. Long-Term Debt and Financing Arrangements

Long-term debt consisted of the following:


	October 28,		January 28,		October 29,		January 29,
(in thousands)	2017		2017		2022		2022
Term Loan Facility	$	36,000	$	45,000
Revolving Credit Facility		32,076		5,200
Long-term debt:
Term Loan Facilities					$	33,250	$	35,000
Revolving Credit Facilities						67,201		34,624
Third Lien Credit Facility						25,003		23,087
Total debt principal		68,076		50,200		125,454		92,711
Less: current portion of long-term debt		9,000		—		3,500		2,625
Less: deferred financing costs		1,455		1,902		2,437		1,217
Total long-term debt	$	57,621	$	48,298	$	119,517	$	88,869

Term Loan Credit Facility

On September 7, 2021, Vince, LLC entered into a new term loan credit facility as described below. The proceeds were used to repay in full all outstanding amounts under the $27,500 senior secured term loan facility (the “2018 Term Loan Facility”) pursuant to a credit agreement originally entered into on August 21, 2018 and a portion of the borrowings outstanding under the 2018 Revolving Credit Facility, totaling $25,960, which included interest and a prepayment penalty of $743 (which was included within financing fees on the Condensed Consolidated Statements of Cash Flows). The 2018 Term Loan Facility

~~On November 27, 2013, in connection with~~ was terminated and, as a result, the ~~closing~~Company recorded expense of $758 related to the write-off of the ~~IPO~~remaining deferred financing costs.

Vince, LLC entered into a new $35,000 senior secured term loan credit facility (the “Term Loan Credit Facility”) pursuant to a Credit Agreement (the “Term Loan Credit Agreement”) by and ~~Restructuring Transactions,~~among Vince, LLC, as the borrower, the guarantors named therein, PLC Agent, LLC, as administrative agent and collateral agent, and the other lenders from time to time party thereto. Vince Holding Corp. and Vince Intermediate Holding, LLC ~~a direct subsidiary of VHC and the direct parent company of Vince, LLC~~ (“Vince Intermediate”), entered into a $175,000 senior secured term loan facility (as amended from time to time, the “Term Loan Facility”) with the lenders party thereto, Bank of America, N.A. (“BofA”), as administrative agent, JP Morgan Chase Bank and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers, and Cantor Fitzgerald as documentation agent. The Term Loan Facility will mature on November 27, 2019. Vince, LLC and Vince Intermediate are ~~borrowers (together, the “Borrowers”) and VHC is a guarantor~~guarantors under the Term Loan Credit Facility.

The Term Loan ~~Amendment became effective~~Credit Facility is subject to quarterly amortization of $875 commencing on ~~September 8, 2017 when the Company received $30,000 of gross proceeds in connection~~July 1, 2022, with the 2017 Rights Offering and related 2017 Investment Agreement (see Note 11 “Related Party Transactions” for further details) and used a portion of such proceeds to repay $9,000 in principal amount under the Term Loan Facility.

~~Effective with the Term Loan Amendment, interest~~balance payable at final maturity. Interest is payable on loans under the Term Loan Credit Facility at a rate ofequal to the 90-day LIBOR rate, or

an alternate applicable reference rate in the event LIBOR is no longer available, subject, in either ~~(i) the Eurodollar rate (subject~~case, to a ~~1.00% floor)~~1.0% floor, plus ~~an applicable margin of 7.00% or (ii) the base rate applicable margin of 6.00%~~7.0%. During the continuance of ~~a payment or bankruptcy event~~certain specified events of default, interest will accrue ~~(i)~~ on the overdue ~~principal~~ amount of any loan at a rate of 2%2.0% in excess of the rate otherwise applicable to such ~~loan and (ii) on any overdue interest or any other outstanding overdue amount at a rate of 2% in excess of~~amount. In addition, the ~~non-default interest rate then applicable to base rate loans.~~ ~~The~~ Term Loan ~~Facility~~Credit Agreement requires ~~Vince, LLC and Vince Intermediate to make~~ mandatory prepayments upon the occurrence of certain events, including ~~additional debt issuances, common and preferred stock issuances, certain asset sales, and annual payments of 50% of excess cash flow, subject~~but not limited to, ~~reductions to 25% and 0% if Vince, LLC and Vince Intermediate maintain a Consolidated Net Total Leverage Ratio of 2.50 to 1.00 and 2.00 to 1.00, respectively, and~~an Excess Cash Flow payment (as defined in the Term Loan Credit Agreement), subject to reductions for voluntary prepayments made during such fiscal year,. commencing with the fiscal year ending January 28, 2023.

The Term Loan Credit Facility contains a requirement that Vince, LLC ~~and Vince Intermediate~~will maintain ~~a “Consolidated Net Total Leverage Ratio” as~~an availability under its 2018 Revolving Credit Facility of the ~~last day~~greater of ~~any period~~10% of ~~four fiscal quarters not to exceed 3.25 to 1.00.~~the commitments thereunder or $9,500. The Term Loan Credit Facility did not permit dividends prior to April 30, 2022, or an earlier date designated by Vince, LLC (the period until such date, the “Accommodation Period”) and now permits ~~Vince Holding Corp. to make a Specified Equity Contribution, as defined under the Agreement,~~them to the ~~Borrowers in order~~extent that no default or event of default is continuing or would result from a contemplated dividend, so long as after giving pro forma effect to ~~increase, dollar~~the contemplated dividend subtracting any accounts payable amounts that are or are projected to be past due for ~~dollar, Consolidated EBITDA~~the following six months, excess availability for such ~~fiscal quarter for the purposes of determining compliance with this covenant at the end of such fiscal quarter and applicable subsequent periods provided that (a) in each four fiscal quarter~~six month period ~~there shall~~will be at least ~~two fiscal quarters in which no Specified Equity Contribution is made; (b) no more than five Specified Equity Contributions shall be made in~~the greater of 25.0% of the aggregate ~~during the term of the Agreement;~~lending commitments and (c) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Company to be in compliance with this covenant. Approximately $18,072 has been contributed by Vince Holding Corp. to Vince, LLC as Specified Equity Contributions. As discussed above, the Term Loan Amendment ~~waives the Consolidated Net Total Leverage Ratio covenant for the test periods from July 2017 through and including April 2019.~~

$15,000. In addition, the Term Loan Credit Facility contains customary representations and warranties, other covenants, and events of default, including but not limited to, limitations on the incurrence of additional indebtedness, liens, ~~negative pledges,~~burdensome agreements, guarantees, investments, loans, asset sales, mergers, acquisitions, prepayment of other debt, the repurchase of capital stock, transactions with affiliates, and the ability to change the nature of ~~the Company’s~~its business or its fiscal year, and distributions and dividends. ~~The~~Furthermore, the Term Loan Credit Facility ~~generally permits dividends~~is subject to the extent that no default or event of default is continuing or would result from the contemplated dividend and the pro forma Consolidated Net Total Leverage Ratio after giving effect to such contemplated dividend is at least 0.25 lower than the maximum Consolidated Net Total Leverage Ratio for such quarter in an amount not to exceed the excess available amount, asa Borrowing Base (as defined in the ~~loan agreement.~~ Term Loan Credit Agreement) which can, under certain conditions result in the imposition of a reserve under the 2018 Revolving Credit Facility. As of October 29, 2022, the Company was in compliance with applicable covenants.

All obligations under the Term Loan Credit Facility are guaranteed by ~~VHC~~Vince Intermediate and the Company and any future material domestic restricted subsidiaries of Vince, LLC and secured by a lien on substantially all of the assets of ~~VHC,~~the Company, Vince, LLC and Vince Intermediate and any future material domestic restricted subsidiaries. ~~As of October 28, 2017, after giving effect~~

On September 30, 2022, Vince, LLC entered into the First Amendment to the ~~waiver described above,~~Term Loan Credit Agreement (the “TL First Amendment”). The TL First Amendment, among other things, (i) requires more frequent borrowing base reporting and establishes variance reporting in connection with the Rebecca Taylor, Inc. liquidation; (ii) removes the assets (other than intellectual property) of the Rebecca Taylor, Inc. and Parker Holding, LLC companies from the term loan borrowing base; (iii) permits the sale of the intellectual property of the Rebecca Taylor, Inc. and Parker Holding, LLC companies and the Rebecca Taylor, Inc. liquidation; (iv) amends the ABL (as defined in the Term Loan Credit Agreement) excess availability covenant to provide the Company ~~was~~with up to $5,000 of additional potential liquidity through December 28, 2022; and (v) requires prepayment of the Obligations in ~~compliance~~an amount equal to 100% of the Net Cash Proceeds received from the sale of the intellectual property of the Rebecca Taylor, Inc. and Parker Holding, LLC companies to be applied against the Obligations as outlined in the TL First Amendment. In connection with ~~applicable covenants.~~the TL First Amendment, Vince, LLC agreed to pay the term lenders fees equal to (i) $600 and (ii) if the underlying term loan is not paid in full by January 31, 2023, an additional $850, which is payable upon Payment in Full of the Term Loan Credit Facility.

As a result of the TL First Amendment, the Company incurred a total of $1,525 of financing costs. In accordance with ASC Topic 470, “Debt”, the Company accounted for this amendment as a debt modification and has recorded $75 of the financing costs paid to third parties within selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive income (loss) for the nine months ended October 29, 2022. The remaining $1,450 of financing costs are recorded as deferred debt issuance costs (which is presented within Long-term debt on the Condensed Consolidated Balance Sheets) which will be amortized over the remaining term of the Term Loan Credit Facility.

Through October ~~28, 2017,~~29, 2022, on an inception to date basis, the Company has made repayments ~~totaling $139,000 in the aggregate~~of $1,750 on the original $175,000 Term Loan Facility entered into on November 27, 2013 with $9,000 of such repayments made during the nine months ended October 28, 2017. As of October 28, 2017, the Company had $36,000 of debt outstanding under the Term Loan Credit Facility.

2018 Revolving Credit Facility

On ~~November 27, 2013,~~August 21, 2018, Vince, LLC entered into ~~a $50,000~~an $80,000 senior secured revolving credit facility ~~(as amended~~(the “2018 Revolving Credit Facility”) pursuant to a credit agreement by and among Vince, LLC, as the borrower, VHC and Vince Intermediate, as guarantors, Citizens Bank, N.A. (“Citizens”), as administrative agent and collateral agent, and the other lenders from time to time the “Revolving Credit Facility”) with BofA as administrative agent. Vince, LLC is the borrower and VHC and Vince Intermediate are the guarantors under the Revolving Credit Facility. On June 3, 2015, Vince, LLC entered into a first amendment to theparty thereto. The 2018 Revolving Credit Facility ~~that among other things, increased the aggregate commitments under the facility from $50,000~~provides for a revolving line of credit of up to ~~$80,000,~~$80,000, subject to a ~~loan cap~~Loan Cap, which is the lesser of (i) the Borrowing Base as defined in the ~~loan~~credit agreement for the 2018 Revolving Credit Facility and (ii) the aggregate commitments, ~~or (iii) $70,000 until debt obligations under the Company’s Term Loan Facility have been paid in full, and extended the maturity date from November 27, 2018 to June 3, 2020.~~

On June 22, 2017, Vince, LLC entered into a second amendment to the Revolving Credit Facility, which among other things, increased availability under the borrowing base by (i) including in the borrowing base up to $5,000 of cash at Vince Holding Corp. so long as such cash is in a deposit account subject to “control” by the agent, (ii) temporarily increasing the concentration limit for accounts due from a specified wholesale partner through July 31, 2017 and (iii) pursuant to a side letter, dated June 22, 2017, entered into between Vince LLC and BofA (the “LC Side Letter”), including in the borrowing base certain letters of credit (the “Specified LCs”well as described under “Bank of Montreal Facility” below), issued for the benefit of BofA as credit support for the obligations outstanding under the Revolving Credit Facility. The LC Side Letter terminated when the Specified LCs were released, as described below. In addition, the second amendment changed the financial maintenance covenant in the Revolving Credit Facility from a springing minimum EBITDA covenant to a minimum excess availability covenant that must be satisfied at all times. The new financial maintenance covenant requires the loan parties to have excess availability of not less than the greater of 12.5% of the

adjusted loan cap then in effect and $5,000. The second amendment also (x) increased the applicable margin on all borrowings of revolving loans by 0.5% per annum and (y) temporarily lowered the thresholds for what constituted a trigger event through August 15, 2017, such that a trigger event meant the greater of 12.5% of the adjusted loan cap then in effect and $5,000. Following August 15, 2017, the trigger event means the greater of 15% of the adjusted loan cap then in effect and $6,000. The second amendment also changed the maturity date to the earlier of (a) June 3, 2020 (or a later date as applicable if the lender participates in any extension series) and (b) 120 days prior to the then scheduled maturity date of the Term Loan Facility to the extent that there are outstanding obligations under the Term Loan Facility on such date.

~~The Revolving Credit Facility also provides for~~ a letter of credit sublimit of ~~$25,000 (plus any increase in aggregate commitments) and an accordion option that allows~~$25,000. It also provides for an increase in aggregate commitments of up to ~~$20,000. Effective with the second amendment, interest~~$20,000.

Interest is payable on the loans under the 2018 Revolving Credit Facility at either the LIBOR Rate or the Base Rate, in each case, ~~plus an~~with applicable ~~margin of 1.75% to 2.25% for LIBOR loans or 0.75% to 1.75% for Base Rate loans, and in each case~~margins subject to a pricing grid based on an average daily excess availability calculation. The “Base Rate” means, for any day, a fluctuating rate per annum equal to the highest of (i) the rate of interest in effect for such day as publicly announced from time to time by ~~BofA~~Citizens as its prime rate; (ii) the Federal Funds Rate for such day, plus ~~0.50%~~0.5%; and (iii) the LIBOR Rate for a one month interest period as determined on such day, plus ~~1.0%~~1.00%. During the continuance of ~~an event~~certain specified events of default, ~~and~~ at the election of ~~the required lender,~~Citizens, interest will accrue at a rate of 2%2.0% in excess of the applicable non-default rate.

The 2018 Revolving Credit Facility ~~also~~contains a requirement that, at any point when Excess Availability (as defined in the credit agreement for the 2018 Revolving Credit Facility) is less than 10.0% of the Loan Cap and continuing until Excess Availability exceeds the greater of such amounts for 30 consecutive days, Vince, LLC must maintain during that time a Consolidated Fixed Charge Coverage Ratio (as defined in the credit agreement for the 2018 Revolving Credit Facility) equal to or greater than 1.0 to 1.0 measured as of the last day of each fiscal month during such period.

The 2018 Revolving Credit Facility contains representations and warranties, other covenants and events of default that are customary for this type of financing, including covenants with respect to limitations on the incurrence of additional indebtedness, liens, ~~negative pledges,~~burdensome agreements, guarantees, investments, loans, asset sales, mergers, acquisitions, prepayment of other debt, the repurchase of capital stock, transactions with affiliates, and the ability to change the nature of the Company’s business or its fiscal year. The 2018 Revolving Credit Facility generally permits dividends in the absence of any event of default (including any event of default arising from ~~the~~a contemplated dividend), so long as (i) after giving pro forma effect to the contemplated dividend and for the following six months Excess Availability will be at least the greater of ~~20%~~20.0% of the ~~adjusted loan cap~~Loan Cap and ~~$10,000~~$10,000 and (ii) after giving pro forma effect to the contemplated dividend, the ~~“Consolidated~~Consolidated Fixed Charge Coverage ~~Ratio”~~Ratio for the 12 months preceding such dividend ~~shall~~will be greater than or equal to 1.0 to 1.0 (provided that the Consolidated Fixed Charge Coverage Ratio may be less than 1.0 to 1.0 if, after giving pro forma effect to the contemplated dividend, Excess Availability for the six fiscal months following the dividend is at least the greater of ~~35%~~25.0% of the ~~adjusted~~Loan Cap and $12,500).

On November 1, 2019, Vince, LLC entered into the First Amendment (the “First Revolver Amendment”) to the 2018 Revolving Credit Facility, which provided the borrower the ability to elect the Daily LIBOR Rate in lieu of the Base Rate to be applied to the borrowings upon applicable notice. The “Daily LIBOR Rate” means a rate equal to the Adjusted LIBOR Rate in effect on such day for deposits for a one day period, provided that, upon notice and not more than once every 90 days, such rate may be substituted for a one week or one month period for the Adjusted LIBOR Rate for a one day period.

On November 4, 2019, Vince, LLC entered into the Second Amendment (the “Second Revolver Amendment”) to the credit agreement of the 2018 Revolving Credit Facility. The Second Revolver Amendment increased the aggregate commitments under the 2018 Revolving Credit Facility by $20,000 to $100,000. Pursuant to the terms of the Second Revolver Amendment, the Acquired Businesses became guarantors under the 2018 Revolving Credit Facility and jointly and severally liable for the obligations thereunder.

On June 8, 2020, Vince, LLC entered into the Third Amendment (the “Third Revolver Amendment”) to the 2018 Revolving Credit Facility. The Third Revolver Amendment, among others, increased availability under the facility’s borrowing base by (i) temporarily increasing the aggregate commitments under the 2018 Revolving Credit Facility to $110,000 through November 30, 2020 (such period, the “Third Amendment Accommodation Period”) (ii) temporarily revising the eligibility of certain account debtors during the Third Amendment Accommodation Period by extending by 30 days the period during which those accounts may remain outstanding past due as well as increasing the concentration limits of certain account debtors and (iii) for any fiscal four quarter period ending prior to or on October 30, 2021, increasing the cap on certain items eligible to be added back to Consolidated EBITDA to 27.5% from 22.5%.

The Third Revolver Amendment also (a) waived events of default; (b) temporarily increased the applicable margin on all borrowings of revolving loans by 0.75% per annum during the Third Amendment Accommodation Period and increased the LIBOR floor from 0% to 1.0%; (c) eliminated Vince, LLC’s and any loan party’s ability to designate subsidiaries as unrestricted and to make certain payments, restricted payments and investments during the Third Amendment Extended Accommodation Period; (d) temporarily suspended the Fixed Charge Coverage Ratio covenant through the Third Amendment Extended Accommodation Period; (e) required Vince, LLC to maintain a Fixed Charge Coverage Ratio of 1.0 to 1.0 in the event the excess availability under the 2018 Revolving Credit Facility was less than (x) $10,000 between September 6, 2020 and January 9, 2021, (y) $12,500 between January 10, 2021 and January 31, 2021 and (z) $15,000 at all other times during the Third Amendment Extended Accommodation Period; (f) imposed a requirement (y) to pay down the 2018 Revolving Credit Facility to the extent cash on hand exceeded $5,000 on the last day of each week and (z) that, after giving effect to any borrowing thereunder, Vince, LLC may have no more than $5,000 of cash on hand; (g) permitted Vince, LLC to incur up to $8,000 of additional secured debt (in addition to any interest accrued or paid in kind), to the extent subordinated to the 2018 Revolving Credit Facility on terms reasonably acceptable to Citizens; (h) established a method for imposing a successor reference rate if LIBOR should become unavailable, (i) extended the delivery periods for (x) annual financial statements for the fiscal year ended February 1, 2020 to June 15, 2020 and (y) quarterly financial statements for the fiscal quarters ended May 2, 2020 and August 1, 2020 to July 31, 2020 and October 29, 2020, respectively, and (j) granted ongoing relief through September 30, 2020 with respect to certain covenants regarding the payment of lease obligations.

(“FCCR”) covenant through the delivery of a compliance certificate relating to the fiscal quarter ended January 29, 2022 (such period, the “Extended Accommodation Period”), other than the fiscal quarter ending January 29, 2022; (v) required Vince, LLC to maintain an FCCR of 1.0 to 1.0 in the event the excess availability under the 2018 Revolving Credit Facility was less than (x) $7,500 through the end of the Accommodation Period; and ~~$15,000)~~(y) $10,000 from August 1, 2020 through the end of the Extended Accommodation Period; (vi) permitted Vince, LLC to incur the debt under the Third Lien Credit Facility (as described below); (vii) revised the definition of “Cash Dominion Trigger Amount” to mean $15,000 through the end of the Extended Accommodation Period and at all other times thereafter, 12.5% of the Loan Cap and $5,000, whichever is greater; (viii) deemed the Cash Dominion Event (as defined in the credit agreement for the 2018 Revolving Credit Facility) as triggered during the Accommodation Period; and (ix) required an engagement by the Company of a financial advisor from February 1, 2021 until March 31, 2021 (or until the excess availability was greater than 25% of the Loan Cap for a period of at least thirty days, whichever is later) to assist in the preparation of certain financial reports, including the review of the weekly cashflow reports and other items. As of April 2021, the requirement to engage a financial advisor had been satisfied.

On September 7, 2021, concurrently with the Term Loan Credit Facility, Vince, LLC entered into an Amended and Restated Credit Agreement (the “A&R Revolving Credit Facility Agreement”) which, among other things, contained amendments to reflect the terms of the Term Loan Credit Facility and extended the maturity of the 2018 Revolving Credit Facility to the earlier of June 8, 2026 and 91 days prior to the maturity of the Term Loan Credit Facility.

In addition, the A&R Revolving Credit Facility Agreement, among others: (i) lowered all applicable margins by 0.75%; (ii) revised the end of the Accommodation Period (as defined therein) to April 30, 2022 or an earlier date as elected by Vince, LLC; (iii) amended the borrowing base calculation to exclude Eligible Cash On Hand (as defined therein); (iv) revised the threshold under the definition of the Cash Dominion Trigger Event to be the excess availability of the greater of (a) 12.5% of the Loan Cap and (b) $11,000; (v) deleted the financial covenant and replaced it with a requirement to maintain a minimum excess availability not to be less than the greater of (a) $9,500 and (b) 10% of the commitments at any time; and (vi) revised certain representations and warranties as well as operational covenants.

Concurrently with the TL First Amendment, on September 30, 2022, Vince, LLC entered into the First Amendment to the A&R Revolving Credit Facility Agreement (the “ABL First Amendment”). The ABL First Amendment, among other things, (i) requires more frequent borrowing base reporting and establishes variance reporting in connection with the Rebecca Taylor, Inc. liquidation; (ii) amends the definition of “Availability Reserves” to account for the difference between the aggregate amount of the ABL borrowing base attributable to the assets of the Rebecca Taylor, Inc. and Parker Holding, LLC companies and the amounts received (or anticipated to be received) as net proceeds of asset sales in connection with the Rebecca Taylor, Inc. liquidation; (iii) permits the sale of the intellectual property of the Rebecca Taylor, Inc. and Parker Holding, LLC companies and the Rebecca Taylor, Inc. liquidation; (iv) amends the excess availability covenant to provide the Company with up to $5,000 of additional potential liquidity through December 28, 2022; and (v) removes the assets of the Rebecca Taylor, Inc. and Parker Holding, LLC companies from the borrowing base from and after November 30, 2022. In connection with the ABL First Amendment, Vince, LLC agreed to pay the ABL lenders fees equal to (i) $375 and (ii) if the ABL is not paid in full by December 15, 2022, an additional $125.

As a result of the ABL First Amendment, the Company incurred a total of $611 of financing costs. In accordance with ASC Topic 470, “Debt”, the Company accounted for this amendment as a debt modification and therefore, these financing costs were recorded as deferred debt issuance costs (which is presented within Other assets on the Condensed Consolidated Balance Sheets) and will be amortized over the remaining term of the 2018 Revolving Credit Facility.

As of October ~~28, 2017,~~29, 2022, the Company was in compliance with applicable ~~financial~~ covenants. ~~The second amendment replaced and superseded all side letters previously entered into between Vince, LLC and BofA.~~

As of October ~~28, 2017, $29,882~~29, 2022, $26,809 was available under the 2018 Revolving Credit Facility, net of the ~~amended loan cap,~~Loan Cap, and there were ~~$32,076~~$67,201 of borrowings outstanding and ~~$8,041~~$5,990 of letters of credit outstanding under the 2018 Revolving Credit Facility. The weighted average interest rate for borrowings outstanding under the 2018 Revolving Credit Facility as of October ~~28, 2017~~29, 2022 was ~~3.9%~~4.8%.

~~As of January 28, 2017, $27,157 was available under the Revolving~~Third Lien Credit Facility net of the amended loan cap, and there were $5,200 of borrowings outstanding and $7,474 of letters of credit outstanding under the Revolving Credit Facility. The weighted average interest rate for borrowings outstanding under the Revolving Credit Facility as of January 28, 2017 was 4.3%.

~~Bank of Montreal Facility~~

On ~~June 22, 2017,~~December 11, 2020, Vince, LLC entered into a $20,000 subordinated term loan credit facility (the “Third Lien Credit Facility”) pursuant to a credit agreement ~~with~~(the “Third Lien Credit Agreement”), dated December 11, 2020, by and among Vince, LLC, as the ~~Bank of Montreal to issue the Specified LCs (the “BMO LC Line”~~borrower, VHC and Vince Intermediate, as guarantors, and SK Financial Services, LLC (“SK Financial”), as ~~discussed under the Revolving Credit Facility above. The BMO LC Line~~administrative agent and collateral agent, and other lenders from time to time party thereto.

SK Financial is ~~guaranteed by Sun Capital Fund V, L.P.,~~ an affiliate of Sun Capital Partners, Inc. The initial BMO LC Line was issued in the amount of $5,000. The maximum draw amount for all Specified LCs is $10,000. The BMO LC Line is currently unsecured but may be secured subject to the terms of an intercreditor agreement between BofA and Bank of Montreal. BofA will be permitted to draw on the Specified LCs upon the occurrence of certain events specified therein. The Specified LCs under the BMO LC Line were undrawn(“Sun Capital”), whose affiliates own, as of October ~~28, 2017. In~~29, 2022, approximately 69% of the ~~event BofA draws~~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.

Interest on loans under the Third Lien Credit Facility is payable in kind at a rate equal to the LIBOR rate (subject to a floor of 1.0%) plus applicable margins subject to a pricing grid based on minimum Consolidated EBITDA (as defined in the Third Lien Credit Agreement). During the continuance of certain specified events of default, interest may accrue on the ~~Specified LCs upon~~loans under the ~~occurrence~~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 contains

representations, covenants and conditions that were substantially similar to those under the 2018 Term Loan Facility, except the Third Lien Credit Facility does not contain any financial covenants.

The Company incurred $485 in deferred financing costs associated with the Third Lien Credit Facility of which a ~~draw event,~~$400 closing fee is payable in kind and was added to the ~~loan~~principal balance. These deferred financing costs are recorded as deferred debt issuance costs which will be ~~subject to certain customary terms~~amortized over the remaining term of the Third Lien Credit Facility.

All obligations under the Third Lien Credit Facility are guaranteed by the Company, Vince Intermediate and ~~conditions pursuant~~the Company’s existing material domestic restricted subsidiaries as well as any future material domestic restricted subsidiaries and are secured on a junior basis relative to the ~~applicable loan authorization document. The BMO LC Line also may be released upon request~~2018 Revolving Credit Facility and the 2018 Term Loan Facility by a lien on substantially all of the assets of the Company, Vince Intermediate, Vince, LLC ~~so long~~and the Company’s existing material domestic restricted subsidiaries as ~~the Company has~~well as any future material domestic restricted subsidiaries.

The proceeds were received ~~at least $30,000 of cash proceeds from the 2017 Rights Offering, $15,000 of which must be~~on December 11, 2020 and were used to repay ~~the principal amount~~a portion of the borrowings outstanding ~~loans~~ under the 2018 Revolving Credit Facility.

On September 7, 2021, concurrently with the Term Loan Credit Facility as well as the A&R Revolving Credit Facility ~~(without permanent reduction of commitments) or~~ Agreement, Vince, LLC entered into an amendment (the “Third Lien First Amendment”) to the ~~Excess Availability~~Third Lien Credit Facility which amended its terms to extend its maturity to March 6, 2027, revised the interest rate to remove the tiered applicable margins so that the rate is ~~greater than $10,000 after giving pro forma effect~~now equal to the ~~2017 Rights Offering proceeds. The undrawn portion~~90-day LIBOR rate, or an alternate applicable reference rate in the event LIBOR is no longer available, plus 9.0% at all times, and to reflect the applicable terms of the ~~face amount~~Term Loan Credit Facility as well as the A&R Revolving Credit Facility Agreement.

Concurrently with the TL First Amendment and the ABL First Amendment, on September 30, 2022, Vince, LLC entered into the Second Amendment to the Third Lien Credit Agreement (the “Third Lien Second Amendment”). The Third Lien Second Amendment, among other things, (i) establishes variance reporting in connection with the Rebecca Taylor, Inc. liquidation; and (ii) permits the sale of the ~~Specified LCs is subject to a standard 3% annual fee. On October 31, 2017, at the request~~intellectual property of the ~~Company,~~Rebecca Taylor, Inc. and Parker Holding, LLC companies and the ~~BMO LC Line was released upon satisfaction of the above release conditions.~~Rebecca Taylor, Inc. liquidation.

Note 6. Inventory

~~Note 5. Inventory~~

Inventories consisted of ~~the following:~~

finished goods. As of October 29, 2022 and January 29, 2022, finished goods, net of reserves were $116,441 and $78,564, respectively.

October 28,

January 28,

(in thousands)

2017

2017

Finished goods

$
53,598

$
40,771

Less: reserves

(2,220
)

(2,242
)
Total inventories, net

$
51,378

$
38,529

Note 6.7. Share-Based Compensation

Employee Stock Plans

Vince 2013 Incentive Plan

In connection with the IPO, the Company adopted the Vince 2013 Incentive Plan, which provides for grants of stock options, stock appreciation rights, restricted stock and other stock-based awards. In May 2018, the Company filed a Registration Statement on Form S-8 to register an additional 660,000 shares of common stock available for issuance under the Vince 2013 Incentive Plan. Additionally, in September 2020, the Company filed a Registration Statement on Form S-8 to register an additional 1,000,000 shares of common stock available for issuance under the Vince 2013 Incentive Plan. The aggregate number of shares of common stock which may be issued or used for reference purposes under the Vince 2013 Incentive Plan or with respect to which awards may be granted may not exceed ~~340,000 shares, as adjusted to reflect the Reverse Stock Split.~~1,000,000 shares. The shares available for issuance under the Vince 2013 Incentive Plan may be, in whole or in part, either authorized and unissued shares of the Company’s common stock or shares of common stock held in or acquired for the Company’s treasury. In general, if awards under the Vince 2013 Incentive Plan are cancelled for any reason, or expire or terminate unexercised, the shares covered by such award may again be available for the grant of awards under the Vince 2013 Incentive Plan. As of October ~~28, 2017,~~29, 2022, there were ~~148,103~~871,288 shares under the Vince 2013 Incentive Plan available for future grants. Options granted pursuant to the Vince 2013 Incentive Plan typically vest in equal installments over four years, subject to the employees’ continued employment and expire on the earlier of the tenth anniversary of the grant date or upon termination as outlined in the Vince 2013 Incentive ~~Plan.~~ Plan. Restricted stock units (“RSUs”) granted typically vest in equal installments over a three-year period or vest in equal installments over four years, subject to the employees’ continued ~~employment.~~ employment.

Employee Stock Purchase Plan

The Company maintains an employee stock purchase plan (“ESPP”) for its employees. Under the ESPP, all eligible employees may contribute up to ~~10%~~10% of their base compensation, up to a maximum contribution of ~~$10~~$10 per year. The purchase price of the stock is ~~90%~~90% of the fair market value, with purchases executed on a quarterly basis. The plan is defined as compensatory, and accordingly, a charge for compensation expense is recorded to selling, general and administrative (“SG&A”) expense for the difference between the fair market value and the discounted purchase price of the Company’s ~~Stock.~~common stock. During the nine months ended October ~~28, 2017, 4,244~~29, 2022, 7,266 shares of common stock were issued under the ESPP. During the nine months ended October ~~29, 2016, the activity~~30, 2021, 7,270 shares of

common stock were issued under the ~~ESPP was not significant.~~ESPP. As of October ~~28, 2017,~~29, 2022, there were ~~94,979~~62,834 shares available for future issuance under the ~~ESPP, as adjusted to reflect the Reverse Stock Split.~~ESPP.

Stock Options

A summary of stock option activity for ~~both employees and non-employees for~~ the nine months ended October ~~28, 2017~~29, 2022 is as follows:

	Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (in thousands)
Outstanding at January 28, 2017		225,812		$	45.27		8.9	$	—
										Stock Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (in thousands)
Outstanding at January 29, 2022											58	$	38.77		3.7	$	—
Granted		17,150		$	10.36						—	$	—
Exercised		—		$	—						—	$	—
Forfeited or expired		(70,323	)	$	42.76						—	$	—
Outstanding at October 28, 2017		172,639		$	42.83		8.3	$	—
Outstanding at October 29, 2022											58	$	38.77		2.9	$	—

Vested and exercisable at October 28, 2017		71,575		$	44.77		8.1	$	—
Vested and exercisable at October 29, 2022											58	$	38.77		2.9	$	—

~~Of the above outstanding shares, 101,064 are expected to vest.~~

As permitted by new accounting guidance that became effective for the Company on January 29, 2017, the Company has elected to account for forfeitures as they occur, which resulted in an increase of $84 to accumulated deficit within the Condensed Consolidated Balance Sheet.

Restricted Stock Units

A summary of restricted stock unit activity for the nine months ended October ~~28, 2017~~29, 2022 is as follows:

	Restricted Stock Units			Weighted Average Grant Date Fair Value
Nonvested restricted stock units at January 28, 2017		10,771		$	65.52
						Restricted Stock Units			Weighted Average Grant Date Fair Value
Non-vested restricted stock units at January 29, 2022							628,883		$	10.48
Granted		7,500		$	6.00		277,402		$	7.80
Vested		(2,743	)	$	71.03		(255,951	)	$	9.84
Forfeited		(882	)	$	59.80		(85,883	)	$	10.48
Nonvested restricted stock units at October 28, 2017		14,646		$	34.35
Non-vested restricted stock units at October 29, 2022							564,451		$	9.46

Share-Based Compensation Expense

The Company recognized share-based compensation expense of ~~$429~~$477 and ~~$638 (including~~$596, including expense of ~~$296~~$59 and $72 related to ~~non-employees)~~non-employees, during the three months ended October ~~28, 2017~~29, 2022 and October ~~29, 2016,~~30, 2021, respectively. The Company recognized share-based compensation expense of ~~$912~~$1,637 and ~~$1,383 (including~~$1,485, including expense of ~~$709~~$248 and $181, respectively, related to ~~non-employees)~~non-employees, during the nine months ended October ~~28, 2017~~29, 2022 and October 30, 2021, respectively.

Note 8. Stockholders’ Equity

At-the-Market Offering

On September 9, 2021, the Company filed a shelf registration statement on Form S-3, which was declared effective on September 21, 2021 (the “Registration Statement”). Under the Registration Statement, the Company may offer and sell up to 3,000,000 shares of common stock from time to time in one or more offerings at prices and terms to be determined at the time of the sale. In connection with the filing of the Registration Statement, the Company entered into an Open Market Sale AgreementSM with Jefferies LLC (“At-the-Market Offering”), under which the Company is able to offer and sell, from time to time, up to 1,000,000 shares of common stock, par value $0.01 per share, which shares are included in the securities registered pursuant to the Registration Statement. During the three months ended October 29, ~~2016, respectively.~~2022, the Company did not make any offerings or sales of shares of common stock under the At-the-Market Offering. During the nine months ended October 29, 2022, the Company issued and sold 104,980 shares of common stock under the At-the-Market Offering for aggregate net proceeds of $825, at an average price of $7.86 per share. At October 29, 2022, 877,886 shares of common stock were available to be offered and sold under the At-the-Market Offering.

Note 7.9. Earnings (Loss) Per Share

Basic earnings (loss) per share is calculated by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Except when the effect would be anti-dilutive, diluted earnings (loss) per share is calculated based on the weighted average number of shares of common stock outstanding plus the dilutive effect of share-based awards calculated under the treasury stock method.

~~On September 8, 2017, in connection with the 2017 Rights Offering and related 2017 Investment Agreement,~~ In periods when the Company ~~issued an aggregate of 66,666,667 shares of its common stock and recorded increases of $667 within Common Stock and $28,338 within Additional paid-in-capital on~~incurs a net loss, share-based awards are excluded from the ~~condensed consolidated balance sheet, prior to adjustment for the Reverse Stock Split. See Note 11 “Related Party Transactions” for additional information.~~

~~At the close of business on October 23, 2017, the Company effected a 1-for-10 reverse stock split of its common stock. The~~ calculation of ~~basic and diluted net~~ earnings ~~(loss)~~ per share as ~~presented in the condensed consolidated statements of operations,~~their inclusion would have ~~been determined based on a retroactive adjustment of weighted average shares outstanding for all periods presented.~~an anti-dilutive effect.

The following is a reconciliation of weighted average basic shares to weighted average diluted shares outstanding:


	Three Months Ended				Nine Months Ended				Three Months Ended				Nine Months Ended
	October 28,		October 29,		October 28,		October 29,		October 29,		October 30,		October 29,		October 30,
	2017		2016		2017		2016		2022		2021		2022		2021
Weighted-average shares—basic		8,610,869		4,928,744		6,166,219		4,541,966		12,307,952		11,935,371		12,186,490		11,882,147
Effect of dilutive equity securities		439		19,246		—		—		—		84,058		—		—
Weighted-average shares—diluted		8,611,308		4,947,990		6,166,219		4,541,966		12,307,952		12,019,429		12,186,490		11,882,147

Because the Company incurred a net loss for the nine months ended October 28, 2017 and October 29, 2016, weighted-average basic shares and weighted-average diluted shares outstanding are equal for these periods.

For the three months ended October ~~28, 2017 and October 29, 2016, 183,566 and 76,443 options to purchase shares of the Company’s common stock, respectively, were excluded from the computation of~~30, 2021, 484,050 weighted average shares ~~for diluted earnings per~~

~~share since the related exercise prices exceeded the average market price~~ of ~~the Company’s common stock and such inclusion would be anti-dilutive.~~

~~For the nine months ended October 28, 2017 and October 29, 2016, 189,060 and 72,362 options to purchase shares of the Company’s common stock, respectively,~~share-based compensation were excluded from the computation of weighted average shares for diluted earnings per share, ~~since~~as their effect would have been anti-dilutive.

Because the ~~related exercise prices exceeded~~Company incurred a net loss for the ~~average market price of~~three and nine months ended October 29, 2022 and the ~~Company’s common stock~~nine months ended October 30, 2021, weighted-average basic shares and ~~such inclusion would be anti-dilutive.~~weighted-average diluted shares outstanding are equal for the periods.

Note 8.10. Commitments and Contingencies

Litigation

On May 5, 2017, a complaint was filed in the United States District Court for the Eastern District of New York on behalf of a putative class of the Company’s stockholders, naming the Company as well as Brendan Hoffman, the Company’s Chief Executive Officer, and David Stefko, the Company’s Executive Vice President, Chief Financial Officer, as defendants. The complaint generally alleged that the Company and the named officers made false and/or misleading statements and/or failed to disclose matters relating to the transition of its ERP systems from Kellwood. On October 2, 2017, the parties agreed to dismiss the action in its entirety without prejudice. Accordingly, the parties filed a stipulation of dismissal, which was granted on October 6, 2017, dismissing all claims without prejudice.

The Company is a party to ~~other~~ legal proceedings, compliance matters, environmental, as well as wage and ~~environmental~~hour and other labor claims that arise in the ordinary course of ~~its~~ business. Although the outcome of such items cannot be determined with certainty, management believes that the ultimate outcome of these items, individually and in the aggregate, will not have a material adverse impact on the Company’s financial position, results of operations or cash flows.

Note 11. Income Taxes

~~Note 9. Recent Accounting Pronouncements~~

~~Recently Adopted Accounting Pronouncements~~

~~In January 2017, the~~ ~~Financial Accounting Standards~~ ~~Board (“FASB”) issued guidance~~ to simplify the accounting for goodwill impairment. The guidance removes “step two” of the goodwill impairment test, which requires a hypothetical purchase price allocation. A goodwill impairment will now be the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. ~~The guidance is effective for interim and~~ ~~annual impairment tests in fiscal years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.~~ The Company ~~adopted this guidance on January 29, 2017.~~

~~In March 2016,~~provides for income taxes at the ~~FASB issued guidance regarding share-based compensation, to simplify the accounting for share-based payment transactions, including accounting for forfeitures, income tax consequences, classification~~end of ~~awards as either equity or liabilities and classification~~each interim period based on the ~~statement~~estimated effective tax rate for the full fiscal year. In interim periods where the entity is experiencing losses, an entity must make assumptions concerning its future taxable income and determine whether the realization of ~~cash flows. This guidance is effective for interim and annual periods beginning after December 15, 2016. The Company adopted the new guidance on January 29, 2017. Upon adoption, excess~~future tax benefits ~~and deficiencies from share-based compensation are recognized as~~is more likely than not. The benefit for income taxes of $6,615 for the three months ended October 29, 2022 reflects the impact of a decrease in the Company’s estimated effective tax rate for the full fiscal year. The Company’s estimated effective tax rate is driven by the non-cash deferred tax expense ~~or benefit in the statement of operations as discrete items in the reporting period in which they occur, regardless of whether the benefit reduces taxes payable in~~created by the current ~~period. As~~period amortization of indefinite-lived goodwill and intangible assets for tax but not for book purposes. A portion of these deferred tax liabilities cannot be used as a ~~result~~source to support the realization of ~~the adoption of this guidance, the Company recognized an increase of $2,350 to~~certain deferred tax assets related to the Company’s net operating ~~loss carryforwards~~losses which results in tax expense to record these deferred tax liabilities. The provision for income taxes was $1,288 and the effective income tax rate was (4.9%) for the ~~excess~~nine months ended October 29, 2022. The Company’s effective tax ~~benefits related~~rate for the nine months ended October 29, 2022 differs from the U.S. statutory rate of 21% primarily due to ~~share-based compensation~~the increase in deferred tax liabilities attributable to indefinite-lived goodwill and ~~also recognized an increase~~intangible assets as described above, as well as state and foreign taxes partially offset by the impact of ~~an equal amount in~~ the valuation allowance established against ~~such increase of~~additional deferred tax assets. ~~As permitted~~

The benefit for income taxes was $2,118 for the three months ended October 30, 2021 and primarily reflected the impact of a decrease in the Company’s estimated effective tax rate for the full fiscal year. The provision for income taxes was $1,823 for the nine months ended October 30, 2021 and primarily represented the non-cash deferred tax expense created by the ~~new guidance,~~current period amortization of indefinite-lived goodwill and intangible assets for tax but not for book purposes. Additionally, the provision for income taxes for the nine months ended October 30, 2021 included a correction of an error of $882 related to the state tax impact of the non-cash deferred tax expense created by the amortization of indefinite-lived goodwill and intangible assets as previously recorded in the fourth quarter of fiscal 2020. The effective tax rate was (22.3%) for the nine months ended October 30, 2021 and differs from the U.S. statutory rate primarily due to the increase in deferred tax liabilities attributable to indefinite-lived goodwill and intangible assets as described above and the impact of the valuation allowance established against additional deferred tax assets.

Each reporting period, the Company ~~elected to account for forfeitures as they occur which resulted in an increase~~evaluates the realizability of $84 to the accumulated deficit within the Condensed Consolidated Balance Sheet. The remaining provisions of the new guidance did not have a material effect on the Company’s condensed consolidated financial statements.

~~In November 2015, the FASB issued new guidance on the balance sheet classification of deferred taxes, which requires entities to classify~~its deferred tax assets and ~~liabilities as noncurrent in the consolidated balance sheet. Currently,~~has maintained a full valuation allowance against its deferred tax assets. These valuation allowances will be maintained until there is sufficient positive evidence to conclude that it is more likely than not that these deferred tax assets ~~and liabilities must~~will be classified as current or noncurrent amounts in the consolidated balance sheet. This guidance is effective for financial statements issued for interim and annual periods beginning after December 15, 2016. realized.

Note 12. Leases

The Company ~~adopted~~determines if a contract contains a lease at inception. The Company has operating leases for real estate (primarily retail stores, storage and office spaces) some of which have initial terms of 10 years, and in many instances can be extended for an additional term, while the ~~new guidance on January 29, 2017 and,~~Company’s more recent leases are subject to shorter terms as a result of the ~~full valuation allowance previously recorded against~~implementation of the strategy to pursue shorter lease terms. The Company will not include renewal options in the underlying lease term unless the Company is reasonably certain to exercise the renewal option. Substantially all of the Company’s ~~deferred tax assets, it did not have~~leases require a ~~material effect on~~fixed annual rent, and most require the ~~Company’s~~ ~~Condensed Consolidated Balance Sheet~~.

~~In July 2015, the FASB issued new guidance on accounting for inventory, which requires entities to measure inventory at the lower~~payment of ~~cost~~additional rent if store sales exceed a negotiated amount. These percentage rent expenses are considered as variable lease costs and net realizable value. This guidance is effective for interim and annual periods beginning on or after December 15, 2016. The Company adopted the new guidance on January 29, 2017 and it did not have a material impact on the Company’s condensed consolidated financial statements.

~~Recently Issued Accounting Pronouncements~~

In May 2017, the FASB issued guidance that clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. The new guidance will be applied prospectively to awards modified on or after the adoption date. The guidance is effective for interim and annual periods beginning after December 15, 2017. Early adoption is permitted. The Company is evaluating the impact of the adoption of this guidance on its financial statements but does not expect it to have a material impact.

~~In November 2016, the FASB issued guidance that requires the statement of cash flows to explain the change during the period~~are recognized in ~~the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash~~ equivalents. Therefore, amounts generally described as restricted cash and restricted cash equivalents should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The guidance is effective for interim and annual periods beginning after December 15, 2017 using a retrospective transition method to each period presented. Early adoption is permitted, including adoption in an interim period. This new guidance is not expected to have a material impact on the Company’s Condensed Consolidated Statement of Cash Flows.

In August 2016, the FASB issued guidance which clarifies how companies present and classify certain cash receipts and cash payments in the statement of cash flows. The guidance is effective for interim and ~~annual periods beginning after December 15, 2017 and must be applied using a retrospective transition method to each period presented.~~ ~~The Company is evaluating the impact of the adoption of this guidance but does not expect it to have a material impact~~ ~~on its Condensed Consolidated Statement of Cash Flows.~~

In February 2016, the FASB issued a new lease accounting standard, which requires lessees to recognize right-of-use lease assets and lease liabilities on the balance sheet for those leases currently classified as operating leases. The guidance is required to be adopted retrospectively by restating all years presented in the Company’s financial statements. The guidance is effective for interim and annual periods beginning after December 15, 2018. ~~The Company is currently evaluating the impact of adopting this guidance on~~ the consolidated financial ~~statements.~~statements when incurred. In addition, the Company’s real estate

~~In May 2014,~~

leases may also require additional payments for real estate taxes and other occupancy-related costs which it considers as non-lease components.

ROU assets and operating lease liabilities are recognized based upon the FASB issued new guidance on revenue recognition accounting, which requires entities to recognize revenue when promised goods or services are transferred to customers and in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Since its issuance, the FASB ~~has amended several aspects~~present value of the ~~new guidance.~~ ~~In August 2015,~~future lease payments over the ~~FASB~~lease term. As the Company’s leases do not provide an implicit borrowing rate, the Company uses an estimated incremental borrowing rate based upon a combination of market-based factors, such as market quoted forward yield curves and company specific factors, such as the Company’s credit rating, lease size and duration to calculate the present value.

Total lease cost is included in cost of sales and SG&A expense in the accompanying condensed consolidated statements of operations and comprehensive income (loss) and is recorded net of immaterial sublease income. Some leases have a non-cancelable lease term of less than one year and therefore, the Company has elected to ~~defer~~exclude these short-term leases from our ROU asset and lease liabilities. Short term lease costs were immaterial for the ~~effective dates for this guidance, which~~nine months ended October 29, 2022 and October 30, 2021. The Company’s lease cost is ~~now effective for interim and annual periods beginning on or after December 15, 2017. The Company is currently assessing the impact~~comprised of the ~~adoption~~following:


	Three Months Ended				Nine Months Ended
	October 29,		October 30,		October 29,		October 30,
(in thousands)	2022		2021		2022		2021
Operating lease cost	$	6,446	$	6,077	$	18,859	$	18,270
Variable operating lease cost		45		810		503		(59	)
Total lease cost	$	6,491	$	6,887	$	19,362	$	18,211

The operating lease cost for the three and nine months ended October 29, 2022 includes $2,152 of accelerated amortization associated with the wind-down of the ~~new guidance on its consolidated financial statements.~~ Rebecca Taylor business. See Note 2 "Wind Down of Rebecca Taylor Business" for additional information. The ~~Company’s assessment efforts to-date have~~operating lease cost above for the nine months ended October 30, 2021 included ~~reviewing current accounting policies, processes and arrangements~~a benefit of $501 for the correction of an error recorded within SG&A expenses related to ~~identify potential differences that could arise from~~a lease amendment for a retail store location signed in April 2020. The amendment lowered the ~~application~~base rent for fiscal 2021 through fiscal 2023 which was not accounted for upon the signing of the ~~new guidance. While the assessment is not complete, the Company currently believes that some~~agreement leading to an overstatement of the ~~potential impacts of implementing the new standard will include a change~~ROU asset related expenses and lease liability in the ~~balance sheet presentation~~first quarter of ~~sales return reserves which will be recorded~~fiscal 2020.

As of October 29, 2022, the future maturity of lease liabilities are as ~~a separate asset~~follows:


	October 29,
(in thousands)	2022
Fiscal 2022	$	7,212
Fiscal 2023		26,758
Fiscal 2024		24,102
Fiscal 2025		15,598
Fiscal 2026		10,951
Thereafter		34,904
Total lease payments		119,525
Less: Imputed interest		(20,322	)
Total operating lease liabilities	$	99,203

The operating lease payments do not include any renewal options as such leases are not reasonably certain of being renewed as of October 29, 2022, and ~~liability versus the current net presentation and increased footnote disclosures. The Company currently anticipates adopting this standard using the modified retrospective method.~~do not include $11,497 of legally binding minimum lease payments for leases signed but not yet commenced.

Note ~~10.~~13. Segment Financial Information

The Company ~~operates and manages its business by distribution channel and~~ has identified ~~two~~three reportable segments, as further described below. Management considered both similar and dissimilar economic characteristics, internal reporting and management structures, as well as products, customers, and supply chain logistics to identify the following reportable segments:

•

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~~

•

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, e-commerce platform and ~~e-commerce platform.~~

its subscription service Vince Unfold; and

•

Rebecca Taylor and Parker segment—consists of the Company’s operations to distribute Rebecca Taylor and Parker brand products to high-end department 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.

On September 12, 2022, the Company announced its decision to wind down the Rebecca Taylor business. See Note 2 “Wind Down of Rebecca Taylor Business” for further details.

The accounting policies of the Company’s reportable segments are consistent with those described in Note 1 to the audited ~~Consolidated Financial Statements~~consolidated financial statements of VHC for the fiscal year ended January ~~28, 2017~~29, 2022 included in the ~~2016~~2021 Annual Report on Form

10-K. Unallocated corporate expenses are related to the Vince brand and are comprised of selling, general, and administrative 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. Unallocated corporate assets are related to the Vince brand and are comprised of the carrying values of the Company’s goodwill and tradename, deferred tax assets, and other assets that will be utilized to generate revenue for ~~both of~~ the Company’s Vince Wholesale and Vince Direct-to-consumer reportable segments.

Beginning with the fourth quarter of fiscal 2021, the Company changed the allocation methodology for certain corporate operational expenses and assets between Vince Wholesale and Vince Direct-to-consumer segments. The prior period has been updated to conform to the current allocation methodology. These changes did not impact the Company’s previously reported consolidated financial results.

Summary information for the Company’s reportable segments is presented below.

Three Months Ended

Nine Months Ended

October 28,

October 29,

October 28,

October 29,

(in thousands)

2017

2016

2017

2016

Net Sales:

Wholesale

$
52,990

$
51,219

$
127,647

$
135,614

Direct-to-consumer

26,077

24,754

70,287

68,706

Total net sales

$
79,067

$
75,973

$
197,934

$
204,320

Income (loss) before income taxes:

Wholesale

$
16,454

$
18,416

$
35,882

$
39,422

Direct-to-consumer

3,000

990

(84
)

2,344

Subtotal

19,454

19,406

35,798

41,766

Unallocated corporate expenses

(14,145
)

(13,343
)

(47,542
)

(43,506
)
Interest expense, net

(1,693
)

(1,023
)

(4,013
)

(2,909
)
Other expense, net

(113
)

(191
)

(116
)

(379
)
Total income (loss) before income taxes

$
3,503

$
4,849

$
(15,873
)

$
(5,028
)


(in thousands)	Vince Wholesale		Vince Direct-to-consumer			Rebecca Taylor and Parker			Unallocated Corporate			Total
Three Months Ended October 29, 2022
Net Sales (1)	$	55,023	$	34,651		$	8,890		$	—		$	98,564
Income (loss) before income taxes (2)		14,352		696			(13,155	)		(13,744	)		(11,851	)

Three Months Ended October 30, 2021
Net Sales (3)	$	42,636	$	35,722		$	9,092		$	—		$	87,450
Income (loss) before income taxes		14,394		3,715			(3,121	)		(14,891	)		97

Nine Months Ended October 29, 2022
Net Sales (1)	$	135,179	$	103,633		$	27,322		$	—		$	266,134
Income (loss) before income taxes (2)		37,312		(723	)		(20,124	)		(42,571	)		(26,106	)

Nine Months Ended October 30, 2021
Net Sales (3)	$	104,605	$	91,636		$	27,415		$	—		$	223,656
Income (loss) before income taxes		34,364		6,482			(7,955	)		(41,065	)		(8,174	)


(in thousands)	Vince Wholesale		Vince Direct-to-consumer		Rebecca Taylor and Parker		Unallocated Corporate		Total
October 29, 2022
Total Assets	$	101,239	$	104,679	$	20,092	$	123,271	$	349,281

January 29, 2022
Total Assets	$	64,502	$	108,019	$	38,825	$	125,881	$	337,227

(1) Net sales for the Rebecca Taylor and Parker reportable segment for the three and nine months ended October 29, 2022 consisted of $4,205 and $12,985 through wholesale distribution channels and $4,685 and $14,337 through direct-to-consumer distribution channels.

(2) Rebecca Taylor and Parker reportable segment includes a non-cash impairment charge of $2,566, of which $1,700 is related to the Rebecca Taylor tradename and $866 is related to property and equipment for the nine months ended October 29, 2022. The three and nine months ended October 29, 2022 also includes charges associated with the wind-down of the Rebecca Taylor business. See Note 2 "Wind Down of Rebecca Taylor Business" for additional information.

(3) Net sales for the Rebecca Taylor and Parker reportable segment for the three and nine months ended October 30, 2021 consisted of $5,171 and $17,316 through wholesale distribution channels and $3,921 and $10,099 through direct-to-consumer distribution channels.

October 28,

January 28,

(in thousands)

2017

2017

Total Assets:

Wholesale

$
70,451

$
44,442

Direct-to-consumer

47,860

45,038

Unallocated corporate

134,412

150,000

Total assets

$
252,723

$
239,480

Note ~~11.~~14. Related Party Transactions

~~Sourcing Arrangement~~Third Lien Credit Agreement

On July 13, 2017, Vince, LLC (“Vince”), an indirect wholly-owned subsidiary of the Company, entered into an agreement (the “Sourcing Arrangement”) with Rebecca Taylor, Inc. (“RT”) relating to the purchase and resale of certain Vince branded finished goods (“Vince Goods”), whereby RT has agreed to purchase Vince Goods from approved suppliers pursuant to purchase orders issued to such suppliers (each, a “RT Purchase Order”) at a price specified therein (a “RT Price”) and Vince has agreed to purchase such Vince Goods from RT pursuant to purchase orders issued to RT (each, a “Vince Purchase Order”) at a price specified therein (a “Vince Price”). The Vince Price is at all times equal to 103.5% of the RT price.

Upon receipt of the Vince Purchase Order, RT must issue the RT Purchase Order and apply for a letter of credit to be issued to the applicable supplier in the amount equal to the RT Price, subject to availability under RT’s credit facility. When the Vince Goods are ready to be delivered, RT must invoice Vince in the amount equal to the Vince Price, which invoice shall be payable by Vince within two business days of receipt of the invoice, which payment term may be extended by RT. In the event Vince fails to make timely payment for any Vince Goods, RT has the right to liquidate such goods in a manner and at a price it deems appropriate in its sole discretion.

The Sourcing Arrangement contains customary indemnification and representations and warranties. The Sourcing Arrangement may be terminated by either party upon 60 days’ prior written notice to the other party.

RT is owned by affiliates of Sun Capital Partners, Inc., whose affiliates owned approximately 73% of the outstanding common stock of the Company as of October 28, 2017. During the nine months ended October 28, 2017, the Company placed $18,047 of orders under the Sourcing Arrangement, of which $14,163 was paid as of October 28, 2017. No new orders have been placed under the Sourcing Arrangement since September 2017.

~~Shared Services Agreement~~

~~In connection with the consummation of the Company’s IPO on November 27, 2013,~~December 11, 2020, Vince, LLC entered into ~~a Shared Services Agreement with Kellwood (the “Shared Services Agreement”),~~the $20,000 Third Lien Credit Facility pursuant to ~~which Kellwood would provide support services in various areas. As~~the Third Lien Credit Agreement, by and among Vince, LLC, as the borrower, SK Financial, as agent and lender, and other lenders from time-to-time party thereto. SK Financial is an affiliate of Sun Capital, whose affiliates own, as of October 29, 2022, approximately 69% of the ~~end~~Company’s common stock. The Third Lien Credit Facility was reviewed and approved by the Special Committee of ~~fiscal 2016, the Company completed the transition of all functions and systems from Kellwood to~~ the Company’s ~~own systems or processes as well as to third-party service providers. In connection~~Board of Directors, consisting solely of directors not affiliated with ~~the Kellwood Sale, the Shared Services Agreement~~Sun Capital, which committee was ~~contributed to St. Louis, LLC. St. Louis, LLC continues to provide certain services, including those related to historical records~~represented by independent legal advisors.

See Note 5 “Long-Term Debt and legacy functions, which the Company is in the process of winding down. The Shared Services Agreement will terminate automatically upon the termination of all services provided thereunder. After termination of the agreement, St. Louis, LLC will have no obligation to provide any services to the Company.Financing Arrangements” for additional information.

The Company is invoiced monthly for the services provided under the Shared Services Agreement and generally is required to pay within 15 business days of receiving such invoice. The payments can be trued-up and disputed once each fiscal quarter. During the three months ended October 28, 2017 and October 29, 2016, the Company recognized $83 and $635, respectively, of expense within the Condensed Consolidated Statements of Operations for services provided under the Shared Services Agreement. During the nine months ended October 28, 2017 and October 29, 2016, the Company recognized $242 and $4,040, respectively, of expense within the Condensed Consolidated Statements of Operations for services provided under the Shared Services Agreement. As of October 28, 2017, the Company has recorded $119 in Other accrued expenses to recognize amounts payable under the Shared Services Agreement.

Tax Receivable Agreement

VHC entered into a Tax Receivable Agreement with the Pre-IPO Stockholders on November 27, 2013. The Company and its former subsidiaries generated certain tax benefits (including ~~NOLs~~net operating losses and tax credits) prior to the Restructuring Transactions consummated in connection with the Company’s IPO and will generate certain section 197 intangible deductions (the “Pre-IPO Tax Benefits”), which would reduce the actual liability for taxes that the Company might otherwise be required to pay. The Tax Receivable Agreement provides for payments to the Pre-IPO Stockholders in an amount equal to ~~85%~~85% of the aggregate reduction in taxes payable realized by the Company and its subsidiaries from the utilization of the Pre-IPO Tax Benefits (the “Net Tax Benefit”).

For purposes of the Tax Receivable Agreement, the Net Tax Benefit equals (i) with respect to a taxable year, the excess, if any, of (A) the Company’s liability for taxes using the same methods, elections, conventions and similar practices used on the relevant company return assuming there were no Pre-IPO Tax Benefits over (B) the Company’s actual liability for taxes for such taxable year (the “Realized Tax Benefit”), plus (ii) for each prior taxable year, the excess, if any, of the Realized Tax Benefit reflected on an amended schedule applicable to such prior taxable year over the Realized Tax Benefit reflected on the original tax benefit schedule for such prior taxable year, minus (iii) for each prior taxable year, the excess, if any, of the Realized Tax Benefit reflected on the original tax benefit schedule for such prior taxable year over the Realized Tax Benefit reflected on the amended schedule for such prior taxable year; provided, however, that to the extent any of the adjustments described in clauses (ii) and (iii) were reflected in the calculation of the tax benefit payment for any subsequent taxable year, such adjustments shall not be taken into account in determining the Net Tax Benefit for any subsequent taxable year. To the extent that the Company is unable to make the payment under the Tax Receivable Agreement when due under the terms of the Tax Receivable Agreement for any reason, such payment would be deferred and would accrue interest at a default rate of LIBOR plus 500 basis points until paid, instead of the agreed rate of LIBOR plus 200 basis points per annum in accordance with the terms of the Tax Receivable Agreement.

As of October ~~28, 2017,~~29, 2022, the Company’s total obligation under the Tax Receivable Agreement iswas estimated to be ~~$140,618, of which $2,788 is included as a component of Other accrued expenses and $137,830 is included as a component of Other liabilities~~$0 based on ~~the Condensed Consolidated Balance Sheet. In accordance with the Term Loan Amendment (see Note 4 “Long-Term Debt and Financing Arrangements”),~~ the Company is prohibited from making any payments on the Tax Receivable Agreement before the first amortization payment is made or if the Borrowers are not current on any of the foregoing amortization payments. Management anticipates that t~~he tax benefit payment, plus accrued interest, with respect to the 2016 taxable year will be paid in the first quarter of 2018. The Tax Receivable Agreement expires on December 31, 2023.~~projected future pre-tax income.

~~2017 Investment Agreement and 2017 Rights Offering~~

~~On August 10, 2017, the Company~~ entered into an Investment Agreement (the “2017 Investment Agreement”) with Sun Cardinal, LLC and SCSF Cardinal, LLC (collectively, the “Sun Cardinal Investors”) pursuant to which the Company agreed to issue and sell to the Sun Cardinal Investors, and the Sun Cardinal Investors agreed to purchase, an aggregate number of shares of the Company’s common stock equal to (x) $30,000 minus (y) the aggregate proceeds of the 2017 Rights Offering, at the 2017 Rights Offering subscription price per share (prior to adjustment for the Reverse Stock Split) of $0.45, subject to the terms and conditions set forth in the 2017 Investment Agreement (the “Backstop Commitment”). The 2017 Investment Agreement superseded the Rights Offering Commitment Letter, dated May 18, 2017, from Sun Capital Partners V, L.P.

On August 15, 2017, the Company commenced the 2017 Rights Offering, whereby the Company distributed, at no charge, to stockholders of record as of August 14, 2017 (the “Rights Offering Record Date”), rights to purchase new shares of the Company’s common stock at $0.45 per share (prior to adjustment for the Reverse Stock Split). Each stockholder as of the Rights Offering Record Date (“Rights Holders”) received one non-transferrable right to purchase 1.3475 shares for every share of common stock owned on the Rights Offering Record Date (the “subscription right”). Rights Holders who fully exercised their subscription rights were entitled to subscribe for additional shares that remained unsubscribed as a result of any unexercised subscription rights (the “over-subscription right”). The over-subscription right allowed a Rights Holder to subscribe for an additional amount equal to up to an aggregate of 9.99% of the Company’s outstanding shares of common stock after giving effect to the consummation of the transactions contemplated by the 2017 Rights Offering and the 2017 Investment Agreement, subject to certain limitations and pro rata allocations. Subscription rights could only be exercised for whole numbers of shares; no fractional shares of common stock were issued in the 2017 Rights Offering. The 2017 Rights Offering period expired on August 30, 2017 at 5:00 p.m. New York City time and ~~the Company~~ ~~received subscriptions and oversubscriptions from its existing stockholders (including the Sun Cardinal Investors and their affiliates) resulting in aggregate gross proceeds of $21,976.~~ ~~Additionally, in accordance with the related 2017 Investment Agreement~~, the Company received $8,024 of gross proceeds from the Sun Cardinal Investors. In total, the Company received gross proceeds of $30,000 as a result of the 2017 Rights Offering and related 2017 Investment Agreement transactions and the Company issued 66,666,667 shares of its common stock prior to adjustment for the Reverse Stock Split.

The Company used a portion of the net proceeds received from the 2017 Rights Offering and related 2017 Investment Agreement to (1) repay $9,000 under the Company’s Term Loan Facility and (2) repay $15,000 under the Company’s Revolving Credit Facility, ~~without a concurrent commitment reduction. The Company used~~ ~~the remaining net proceeds for general corporate purposes, except for $1,823 which was retained at VHC.~~

~~As of October 28, 2017, affiliates of Sun Fund V collectively beneficially owned approximately 73% of the Company’s outstanding common stock.~~

Sun Capital Consulting Agreement

On November 27, 2013, the Company entered into an agreement with Sun Capital Management to (i) reimburse Sun Capital Management Corp. (“Sun Capital Management”) or any of its affiliates providing consulting services under the agreement for out-of-pocket expenses incurred in providing consulting services to the Company and (ii) provide Sun Capital Management with customary indemnification for any such services.

During the three months ended October ~~28, 2017~~29, 2022 and October ~~29, 2016,~~30, 2021, the Company incurred expenses of ~~$11~~$1 and ~~$27,~~$1, respectively, under the Sun Capital Consulting Agreement. During the nine months ended October ~~28, 2017~~29, 2022 and October ~~29, 2016,~~30, 2021, the Company incurred expenses of ~~$29~~$11 and ~~$80,~~$9, respectively, under the Sun Capital Consulting Agreement.

~~Bank of Montreal Facility~~22

On June 22, 2017, Vince, LLC entered into a credit facility agreement with the Bank of Montreal to issue the Specified LCs, as discussed in Note 4 “Long-Term Debt and Financing Arrangements.” The BMO LC Line is guaranteed by Sun Capital Fund V, L.P., an affiliate of Sun Capital Partners, Inc. ~~On October 31, 2017, at the request of the Company, the BMO LC Line was released.~~

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This discussion summarizes our consolidated operating results, financial condition and liquidity. The following discussion and analysis should be read in conjunction with our condensed consolidated financial statements and related notes included elsewhere in this ~~report~~Quarterly Report on Form ~~10-Q.~~10-Q (this "Quarterly Report"). All amounts disclosed are in thousands except ~~door and~~ store counts, ~~countries,~~ share and per share data and percentages.The accompanying Management’s Discussion and Analysis of Financial Condition and Results of Operations gives retroactive effect to the Reverse Stock Split for all periods presented, unless otherwise noted. See Note 1 “Description of Business and Basis of Presentation” within the notes to the ~~Condensed Consolidated Financial Statements~~condensed consolidated financial statements in this Quarterly Report ~~on Form 10-Q~~ for further information.

For purposes of this report on Form 10-Q, “Vince,” the “Company,” “we,” and “our,” refer to Vince Holding Corp. (“VHC”) and our wholly owned subsidiaries, including Vince Intermediate Holding (“Vince Intermediate”), LLC and Vince, LLC. References to “Kellwood” refer, as applicable, to Kellwood Holding, LLC and its consolidated subsidiaries (including Kellwood Company, LLC) or the operations of the non-Vince businesses after giving effect to the restructuring transactions (the “Restructuring Transactions”) that were completed in connection with our initial public offering (the “IPO”) on November 27, 2013 and prior to the Kellwood Sale.

This discussion contains forward-looking statements involving risks, uncertainties and assumptions that could cause our results to differ materially from expectations. For a discussion of the risks facing our business see ~~“Item~~"Item 1A—Risk ~~Factors”~~Factors" of this ~~report on Form 10-Q~~Quarterly Report as well as in our ~~2016~~2021 Annual Report on Form 10-K.

COVID-19

The spread of COVID-19, which was declared a pandemic by the World Health Organization in March 2020, remains highly volatile, particularly in light of ongoing vaccination efforts and emerging strains of the virus. In response, we implemented various measures to effectively manage our business as well as the impacts from the COVID-19 pandemic, including (i) serving our customers through our online e-commerce websites during the periods in which we were forced to shut down retail locations or operate with reduced shopping hours, alongside other retailers, including our wholesale partners, in accordance with state and local regulations related to the COVID-19 pandemic; (ii) engaging with our lenders to provide additional liquidity and increased operational flexibility; (iii) temporarily reducing retained employee salaries and suspending board retainer fees; (iv) engaging with our landlords to address the operating environment throughout the COVID-19 pandemic, including amending existing lease terms; and (v) streamlining our expense structure and carefully managing operational initiatives to align with the business environment and sales opportunities.

The unpredictable nature of the COVID-19 pandemic could negatively affect the outcome of the measures intended to address its impact and/or our current expectations of our future business performance. See Part I, Item 1A. Risk Factors in the 2021 Annual Report on Form 10-K — "Risks Related to Our Business and Industry —The COVID-19 pandemic has adversely affected, and may continue to adversely affect, our business, financial condition, cash flow, liquidity and results of operations" for additional discussion regarding risks to our business associated with the COVID-19 pandemic.

Executive Overview

~~Established~~We are a global contemporary retailer, consisting of three brands: Vince, Rebecca Taylor and Parker.

Vince, established in 2002, ~~Vince~~ is a leading global luxury apparel and accessories brand best known for ~~utilizing luxe fabrications and innovative techniques to create a product assortment that combines urban utility and modern~~creating elevated yet understated pieces for every day effortless style. ~~From~~Known for its ~~edited core~~range of luxury products, Vince offers women's and men's ready-to-wear, footwear and accessories through 50 full-price retail stores, 17 outlet stores, its e-commerce site, vince.com and through its subscription service Vince Unfold, vinceunfold.com, as well as through premium wholesale channels globally.

Rebecca Taylor, founded in 1996 in New York City, is a contemporary womenswear line lauded for its signature prints, romantic detailing and vintage inspired aesthetic, reimagined for a modern era. The Rebecca Taylor collection is available at 10 full-price retail stores, 8 outlet stores, through its e-commerce site at rebeccataylor.com and through its subscription service Rebecca Taylor RNTD at rebeccataylorrntd.com, as well as through major department and specialty stores worldwide. On September 12, 2022, the Company announced its decision to wind down the Rebecca Taylor business. See Note 2 "Wind Down of ~~ultra-soft cashmere knits and cotton tees, Vince has evolved into~~the Rebecca Taylor Business" to the condensed consolidated financial statements for further details.

Parker, founded in 2008 in New York City, is a ~~global lifestyle~~contemporary women’s fashion brand ~~and destination for both women’s and men’s apparel and accessories. Vince~~that is trend focused. During the first half of fiscal 2020 the Company decided to pause the creation of new products are sold in prestige distribution worldwide, including approximately 2,400 distribution locations across more than 40 countries. While we have recently experienced a decline in sales, we believe that we can generate growth by improving and expanding our product offering, expanding our selling into additional international markets, and growing our own branded retail and e-commerce direct-to-consumer businesses. Additionally, management has entered into limited distribution arrangements with Nordstrom, Inc. and Neiman Marcus Group LTD, which will take effect in fiscal 2018, in order to rationalize its department store distribution strategy which is intended to improve profitability in the Wholesale segment in the future and to enable management to focus resources on ~~other areas~~the operations of ~~growth for~~ the ~~brand, particularly in the Direct-to-consumer segment.~~Vince and Rebecca Taylor brands. The Parker collection was previously available through major department stores and specialty stores worldwide as well as through its e-commerce website.

We serve our customers through a variety of channels that reinforce ~~the Vince~~our brand ~~image.~~images. Our diversified channel strategy allows us to introduce our products to customers through multiple distribution points that are ~~reported~~presented in ~~two~~three reportable segments: Vince Wholesale, Vince Direct-to-consumer and ~~Direct-to-consumer.~~Rebecca Taylor and Parker.

AsResults of ~~October 28, 2017,~~Operations

Comparable Sales

Comparable sales include our ~~products are sold at 2,385 doors through~~e-commerce sales in order to align with how we manage our ~~wholesale partners in the U.S. and international markets and we operated 55~~brick-and-mortar retail stores ~~including 41 full price~~and e-commerce online stores ~~and 14 outlet stores, throughout the United States.~~

~~The following is~~as a ~~summary~~combined single direct-to-consumer channel of ~~highlights during the three months ended October 28, 2017:~~

~~Our net sales totaled $79,067, reflecting~~distribution. As a ~~4.1% increase compared to prior year net sales of $75,973.~~

~~Our Wholesale net sales increased 3.5% to $52,990 and our Direct-to-consumer net sales increased 5.3% to $26,077. Comparable sales, including e-commerce, increased 4.4% compared to last year.~~

We incurred $1,138 and $4,100 of costs during the three and nine months ended October 28, 2017, respectively, associated with the remediation and optimization of the systems implemented in the prior year. Additionally, in the prior year we incurred $1,588 and $5,316 during the three and nine months ended October 29, 2016, respectively, of strategic investment costs related to (i) the migrationresult of our ~~distribution facilities to a new third party service provider; (ii) the realignment of our supplier base; (iii) the transition of information technology systems~~omni-channel sales and ~~infrastructure in-house from Kellwood; (iv) the estimated impact of our strategic decision regarding handbags; and (v) our brand update initiatives.~~

~~Net income for the quarter was $3,509, or $0.41 per diluted share, compared to $3,380, or $0.68 per diluted share, in the prior year third quarter.~~

•

The Company issued an aggregate of 66,666,667 shares of its common stock, prior to adjustment for the Reverse Stock Split, in connection with the 2017 Rights Offering and related Investment Agreement, raising gross proceeds of $30,000. The Company used a portion of the net proceeds received to (1) repay $9,000 under the Company’s Term Loan Facility

and (2) repay $15,000 under the Company’s Revolving Credit Facility, without a concurrent commitment reduction. The Company used the remaining net proceeds for general corporate purposes, except for $1,823 which was retained at VHC. ~~See Note 11 “Related Party Transactions” within the notes to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for further information.~~

At the close of business on October 23, 2017, the Company effected a 1-for-10 reverse stock split (the “Reverse Stock Split”). The Company’s common stock began trading on a split-adjusted basis when the market opened on October 24, 2017.~~Pursuant to the Reverse Stock Split, every 10 shares of the Company’s issued and outstanding common stock were automatically converted into one share of common stock.~~ ~~See Note 1 “Description of Business and Basis of Presentation” within the notes to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for further information.~~

~~As of October 28, 2017, we had $68,076 of total debt principal outstanding, comprised of $36,000 outstanding under our Term Loan Facility and $32,076 outstanding on our Revolving Credit Facility,~~inventory strategy, as well as ~~$5,723~~cross-channel customer shopping patterns, there is less distinction between our brick-and-mortar retail stores and our e-commerce online stores and we believe the inclusion of ~~cash~~e-commerce sales in our comparable sales metric is a more meaningful representation of these results and ~~cash equivalents.~~

~~Results~~provides a more comprehensive view of ~~Operations~~our year over year comparable sales metric.

A store is included in the comparable sales calculation after it has completed 13 full fiscal months of operations and includes stores, if any, that have been remodeled or relocated within the same geographic market the Company served prior to the relocation. Non-comparable sales include new stores which have not completed 13 full fiscal months of operations, sales from closed stores, and relocated stores serving a new geographic market. For 53-week fiscal years, we continue to adjust comparable sales to exclude the additional week. There may be variations in the way in which some of our competitors and other retailers calculate comparable sales.

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

Three Months Ended

Nine Months Ended

October 28, 2017

October 29, 2016

October 28, 2017

October 29, 2016

% of Net

% of Net

% of Net

% of Net

Amount

Sales

Amount

Sales

Amount

Sales

Amount

Sales

(in thousands, except share data, store and door counts and percentages)

Statements of Operations:

Net sales

$
79,067

100.0
%

$
75,973

100.0
%

$
197,934

100.0
%

$
204,320

100.0
%
Cost of products sold

42,400

53.6
%

38,015

50.0
%

110,120

55.6
%

110,717

54.2
%
Gross profit

36,667

46.4
%

37,958

50.0
%

87,814

44.4
%

93,603

45.8
%
Selling, general and administrative expenses

31,358

39.7
%

31,895

42.0
%

99,558

50.3
%

95,343

46.7
%
Income (loss) from operations

5,309

6.7
%

6,063

8.0
%

(11,744
)

(5.9
)%

(1,740
)

(0.9
)%
Interest expense, net

1,693

2.1
%

1,023

1.3
%

4,013

2.0
%

2,909

1.4
%
Other expense, net

113

0.2
%

191

0.3
%

116

0.1
%

379

0.2
%
Income (loss) before income taxes

3,503

4.4
%

4,849

6.4
%

(15,873
)

(8.0
)%

(5,028
)

(2.5
)%
(Benefit) provision for income taxes

(6
)

0.0
%

1,469

2.0
%

42

0.0
%

(4,517
)

(2.2
)%
Net income (loss)

$
3,509

4.4
%

$
3,380

4.4
%

$
(15,915
)

(8.0
)%

$
(511
)

(0.3
)%
Earnings (loss) per share:

Basic earnings (loss) per share

$
0.41

$
0.69

$
(2.58
)

$
(0.11
)

Diluted earnings (loss) per share

$
0.41

$
0.68

$
(2.58
)

$
(0.11
)

Other Operating and Financial Data:

Total wholesale doors at end of period

2,385

2,337

2,385

2,337

Total stores at end of period

55

54

55

54

Comparable sales growth ^{(1) (2)}

4.4
%

-11.7
%

-0.5
%

-14.1
%


	Three Months Ended												Nine Months Ended
	October 29, 2022						October 30, 2021						October 29, 2022						October 30, 2021
				% of Net						% of Net						% of Net						% of Net
	Amount			Sales			Amount			Sales			Amount			Sales			Amount			Sales
(in thousands, except per share data and percentages)
Statements of Operations:
Net sales	$	98,564			100.0	%	$	87,450			100.0	%	$	266,134			100.0	%	$	223,656			100.0	%
Cost of products sold		68,761			69.8	%		45,317			51.8	%		164,324			61.7	%		120,662			53.9	%
Gross profit		29,803			30.2	%		42,133			48.2	%		101,810			38.3	%		102,994			46.1	%
Impairment of intangible assets		—			0.0	%		—			0.0	%		1,700			0.6	%		—			0.0	%
Impairment of long-lived assets		—			0.0	%		—			0.0	%		866			0.3	%		—			0.0	%
Selling, general and administrative expenses		39,198			39.8	%		38,999			44.6	%		119,128			44.8	%		104,326			46.6	%
(Loss) income from operations		(9,395	)		(9.5	)%		3,134			3.6	%		(19,884	)		(7.5	)%		(1,332	)		(0.6	)%
Interest expense, net		2,456			2.5	%		3,037			3.5	%		6,222			2.3	%		6,842			3.1	%
(Loss) income before income taxes		(11,851	)		(12.0	)%		97			0.1	%		(26,106	)		(9.8	)%		(8,174	)		(3.7	)%
(Benefit) provision for income taxes		(6,615	)		(6.7	)%		(2,118	)		(2.4	)%		1,288			0.5	%		1,823			0.8	%
Net (loss) income	$	(5,236	)		(5.3	)%	$	2,215			2.5	%	$	(27,394	)		(10.3	)%	$	(9,997	)		(4.5	)%
(Loss) Earnings per share:
Basic (loss) earnings per share	$	(0.43	)				$	0.19					$	(2.25	)				$	(0.84	)
Diluted (loss) earnings per share	$	(0.43	)				$	0.18					$	(2.25	)				$	(0.84	)

⁽¹⁾

Comparable sales include our e-commerce sales in order to align with how the Company manages its brick-and-mortar retail stores and e-commerce online store as a combined single Direct-to-consumer segment. As a result of our omni-channel sales and inventory strategy, as well as cross-channel customer shopping patterns, there is less distinction between our brick-and-mortar retail stores and our e-commerce online store and we believe the inclusion of e-commerce sales in our comparable sales metric is a more meaningful representation of these results and provides a more comprehensive view of our year over year comparable sales metric.

⁽²⁾

A store is included in the comparable sales calculation after it has completed 13 full fiscal months of operations. Non-comparable sales include new stores which have not completed 13 full fiscal months of operations and sales from closed stores. In the event that we relocate or change square footage of an existing store, we would treat that store as non-comparable until it has completed 13 full fiscal months of operations following the relocation or square footage adjustment. For 53-week fiscal years, we adjust comparable sales to exclude the additional week. There may be variations in the way in which some of our competitors and other retailers calculate comparable sales.

Three Months Ended October ~~28, 2017~~29, 2022 Compared to Three Months Ended October ~~29, 2016~~30, 2021

Net sales ~~for the three months ended October 28, 2017 were $79,067, increasing $3,094, or 4.1%, versus $75,973~~ for the three months ended October 29, ~~2016. Net sales by reportable segment are as follows:~~

Three Months Ended

October 28,

October 29,

(in thousands)

2017

2016

Wholesale

$
52,990

$
51,219

Direct-to-consumer

26,077

24,754

Total net sales

$
79,067

$
75,973

~~Net sales from our Wholesale segment increased $1,771,~~2022 were $98,564, increasing $11,114, or ~~3.5%~~12.7%, ~~to $52,990 in~~versus $87,450 for the three months ended October ~~28, 2017 from $51,219 in~~30, 2021.

Gross profit decreased 29.3% to $29,803 for the three months ended October 29, ~~2016, primarily driven by an increase in off-price sales partly offset by an expected reduction in full-price orders.~~

~~Net sales~~2022 from our Direct-to-consumer segment increased $1,323, or 5.3%, to $26,077 in the three months ended October 28, 2017 from $24,754 in the three months ended October 29, 2016. Comparable sales increased $1,091, or 4.4%, including e-commerce, reflecting an increase in average unit retail. Non-comparable sales contributed $232 of sales growth. Since October 29, 2016, one new store has opened, bringing our total retail store count to 55 as of October 28, 2017, compared to 54 as of the end of the prior year period.

~~Gross profit~~ ~~decreased 3.4% to $36,667 for the three months ended October 28, 2017 versus $37,958~~$42,133 in the prior year third quarter. As a percentage of sales, gross margin was ~~46.4%~~30.2%, compared with ~~50.0%~~48.2% in the prior year third quarter. The total gross margin rate decrease was primarily driven by the following factors:

•

The unfavorable impact from ~~higher product~~inventory write-downs and ~~supply chain costs~~other liquidation efforts as a result of the wind down of the Rebecca Taylor business contributed negatively by approximately ~~250~~800 basis points;

•

The unfavorable impact of year-over-year adjustments to inventory reserves contributed negatively by approximately 710 basis points;

•

The unfavorable impact from ~~a higher mix of markdown merchandise~~an increase in promotional activity in the Direct-to-consumer segment which contributed negatively by approximately ~~100~~420 basis points;

which were partly offset by

•

~~The unfavorable impact of one-time costs as a result of our decision to~~ ~~rationalize our department store distribution strategy contributed negatively by approximately 100 basis points;~~ ~~and~~

The favorable impact ~~from a decrease in the rate~~ of ~~sales allowances as well as reduced discounts in the off-price wholesale channel~~leveraging our distribution and other overhead costs which contributed positively by approximately ~~150~~260 basis ~~points of improvement.~~

points.

Selling, general and administrative (“("SG~~&A”~~&A")expenses ~~for the three months ended October 28, 2017 were $31,358, decreasing $537, or 1.7%, versus $31,895~~ for the three months ended October 29, ~~2016.~~2022 were $39,198, increasing $199, or 0.5%, versus $38,999 for the three months ended October 30, 2021. SG&A expenses as a percentage of sales were ~~39.7%~~39.8% and ~~42.0%~~44.6% for the three months ended October ~~28, 2017~~29, 2022 and October ~~29, 2016,~~30, 2021, respectively. The change in SG&A expenses compared to the prior fiscal year period iswas primarily due to:

•

$~~2,341 of increased incentive compensation costs;~~

~~$1,138~~4,420 of costs associated with the ~~remediation and optimization~~wind down of the ~~systems implemented~~Rebecca Taylor business (see Note 2 "Wind Down of Rebecca Taylor Business" to the condensed consolidated financial statements for a detailed listing); which were partly offset by

•

$2,612 of decreased rent expense primarily due to lease modifications effective in the third quarter of fiscal 2022, as well as higher rent expense in the prior ~~year; and~~

~~Approximately $650~~year driven by the repayment of ~~increased costs~~rent deferrals associated with ~~the stand-alone systems~~COVID-19;

•

$810 of decreased consulting and ~~supporting services as a result~~other third-party costs;

•

$757 of ~~the transition of the information technology systems~~decreased marketing and ~~infrastructure in-house from Kellwood.~~

advertising; and

~~The above increases were partially offset by:~~24

•

A decrease in strategic investments of $1,585 related to costs incurred in the prior year related to the transition of the information technology systems and infrastructure in-house from Kellwood and costs related to our brand update initiatives;

$~~1,585~~652 of decreased compensation and benefits primarily due to a decrease in incentive compensation.

Interest expense, net decreased $581, or 19.1%, to $2,456 in the three months ended October 29, 2022 from $3,037 in the three months ended October 30, 2021 primarily due to the $758 write-off of deferred financing costs and the $743 prepayment penalty incurred in the prior year associated with the ~~consulting agreements with our co-founders;~~

~~Income from operations~~ the 2018 Term Loan Facility during the three months ended October 30, 2021, which were partly offset by ~~segment~~higher interest rates.

Benefit for income taxes for the three months ended October ~~28, 2017 and October~~ 29, ~~2016 is summarized~~2022 was $6,615 which primarily reflects the impact of a decrease in the ~~following table:~~

~~Operating~~Company’s estimated effective tax rate for the full fiscal year. The Company’s estimated effective tax rate is driven by the non-cash deferred tax expense created by the current period amortization of indefinite-lived goodwill and intangible assets for tax but not for book purposes. The benefit for income ~~from our Wholesale segment decreased $1,962, or 10.7%, to $16,454 in~~taxes was $2,118 for the three months ended October ~~28, 2017 from $18,416 in~~30, 2021 which primarily reflects the ~~three months ended October 29, 2016 primarily driven by~~impact of a decrease in ~~gross margin.~~the Company’s estimated effective tax rate for the full fiscal year. See Note 11 "Income Taxes" to the condensed consolidated financial statements in this Quarterly Report for further information.

~~Operating income from our Direct-to-consumer segment increased $2,010, or 203.0%,~~Performance by Segment

The Company has identified three reportable segments as further described below:

On September 12, 2022, the Company announced its decision to wind down the Rebecca Taylor business. See Note 2 "Wind Down of ~~labor, rent and other cost savings initiatives and~~Rebecca Taylor Business" to the ~~timing of marketing and advertising spending, partly offset by an increase in incentive compensation.~~condensed consolidated financial statements for further details.

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 resources departments), and other charges that are not directly attributable to ~~our~~the Company’s Vince Wholesale and Vince Direct-to-consumer reportable segments.

~~Interest expense~~Beginning with the fourth quarter of fiscal 2021, the Company changed the allocation methodology for certain corporate operational expenses between the Vince Wholesale and Vince Direct-to-consumer segments. The prior period has been updated to conform to the current allocation methodology. These changes did not impact the Company's previously reported consolidated financial results.

Net sales from our Vince Wholesale segment increased ~~$670,~~$12,387, or ~~65.5%~~29.1%, to ~~$1,693 in the three months ended October 28, 2017 from $1,023~~$55,023 in the three months ended October 29, 2016 primarily due to higher overall average borrowings on the Revolving Credit Facility as well as increased financing fees as a result of the amendments to the Term Loan Facility and Revolving Credit Facility.

~~Other expense, net~~ ~~decreased $78, or 40.8%, to $113~~2022 from $42,636 in the three months ended October ~~28, 2017~~30, 2021, primarily due to higher full-price shipments, as well as an increase in off-price shipments.

Income from ~~$191~~operations from our Vince Wholesale segment decreased $42, or 0.3%, to $14,352 in the three months ended October 29, ~~2016.~~

~~(Benefit) provision for income taxes~~ ~~for~~2022 from $14,394 in the three months ended October ~~28, 2017 was a benefit of $6 as compared~~30, 2021, primarily due to a ~~provision of $1,469 for~~decline in gross margin.

Loss from operations from our Rebecca Taylor and Parker segment increased $10,034, or 321.5%, to $13,155 in the three months ended October 29, 2022 from $3,121 in the three months ended October 30, 2021. The increase was primarily driven by costs associated with the wind down of the Rebecca Taylor business (see Note 2 "Wind Down of Rebecca Taylor Business" to the condensed consolidated financial statements for a ~~change in projected pre-tax income.~~detailed listing).

Nine Months Ended October ~~28, 2017~~29, 2022 Compared to Nine Months Ended October ~~29, 2016~~30, 2021

Net sales ~~for the nine months ended October 28, 2017 were $197,934, decreasing $6,386, or 3.1%, versus $204,320~~ for the nine months ended October 29, ~~2016. Net sales by reportable segment are as follows:~~2022 were $266,134, increasing $42,478, or 19.0%, versus $223,656 for the nine months ended October 30, 2021.

~~Net sales~~Gross profit decreased 1.1% to $101,810 for the nine months ended October 29, 2022 from ~~our wholesale segment decreased $7,967, or 5.9%, to $127,647~~$102,994 in the nine months ended October ~~28, 2017, from $135,614 in the nine months ended October 29, 2016 primarily driven by a reduction in full-price orders partly offset by an increase in off-price sales.~~

Net sales from our direct-to-consumer segment increased $1,581, or 2.3%, to $70,287 in the nine months ended October 28, 2017 from $68,706 in the nine months ended October 29, 2016. Non-comparable sales contributed $1,903 of sales growth which was partly offset by a decline in comparable sales of $322, or 0.5%, including e-commerce, reflecting a decrease in average unit retail. Since October 29, 2016, one new store has opened, bringing our total retail store count to 55 as of October 28, 2017, compared to 54 as of the end of the prior year period.

~~Gross profit~~ ~~decreased 6.2% to $87,814 for the nine months ended October 28, 2017 versus $93,603 in the prior year.~~30, 2021. As a percentage of sales, gross margin was ~~44.4%~~38.3%, compared with ~~45.8%~~46.1% in the ~~prior year.~~nine months ended October 30, 2021. The total gross margin rate decrease was primarily driven by the following factors:

Impairment of ~~sales allowances contributed approximately 300 basis points of improvement.~~

~~SG&A expenses~~ ~~for the nine months ended October 28, 2017 were $99,558, increasing $4,215, or 4.4%, versus $95,343~~intangible assets for the nine months ended October 29, ~~2016.~~2022 was $1,700 related to the impairment of the Rebecca Taylor tradename. See Note 3 “Goodwill and Intangible Assets” to the condensed consolidated financial statements in this Quarterly Report for further information.

Impairment of long-lived assets for the nine months ended October 29, 2022 was $866 related to the impairment of property and equipment for certain Rebecca Taylor retail locations.

SG&Aexpenses for the nine months ended October 29, 2022 were $119,128, increasing $14,802, or 14.2%, versus $104,326 for the nine months ended October 30, 2021. SG&A expenses as a percentage of sales were ~~50.3%~~44.8% and ~~46.7%~~46.6% for the nine months ended October ~~28, 2017~~29, 2022 and October ~~29, 2016,~~30, 2021, respectively. The change in SG&A expenses compared to the prior fiscal year period iswas primarily due to:

~~Loss from operations~~ ~~by segment for~~2018 Term Loan Facility during the ~~nine~~three months ended October ~~28, 2017 and October 29, 2016 is summarized in the following table:~~30, 2021, which were partly offset by higher interest rates.

Operating income from our wholesale segment decreased $3,540, or 9.0%, to $35,882 in the nine months ended October 28, 2017 from $39,422 in the nine months ended October 29, 2016 primarily driven by the sales volume decline discussed above.

Operating income from our direct-to-consumer segment decreased $2,428, or 103.6%, to an operating loss of $84 in the nine months ended October 28, 2017 from operating income of $2,344 in the nine months ended October 29, 2016 primarily due to a decrease in gross profit, as well as the impact of higher SG&A expenses associated with higher digital marketing and advertising expenses and increased incentive compensation.

Unallocated corporate expenses are comprised of selling, general and administrative expenses attributable to corporate and administrative activities (such as marketing, design, finance, information technology, legal and human resources departments), and other charges that are not directly attributable to our reportable segments.

~~Interest expense~~ increased $1,104, or 38.0%, to $4,013 in the nine months ended October 28, 2017 from $2,909 in the nine months ended October 29, 2016 primarily due to higher overall average borrowings on the Revolving Credit Facility as well as increased financing fees as a result of the amendments to the Term Loan Facility and Revolving Credit Facility.

~~Other expense, net~~ ~~decreased $263, or 69.4%, to $116 in the nine months ended October 28, 2017 from $379 in the nine months ended October 29, 2016.~~

~~(Benefit) provision~~Provision for income taxes~~for the nine months ended October 28, 2017 was a provision of $42 as compared to a benefit of $4,517~~ for the nine months ended October 29, ~~2016. Our~~2022 was $1,288 and the effective income tax rate was (4.9)% for the nine months ended October 29, 2022. The Company’s effective tax rate for the nine months ended October ~~28, 2017~~29, 2022 differs from the U.S. statutory rate of 21% primarily due to the increase in deferred tax liabilities attributable to indefinite-lived goodwill and intangible assets, as well as state and foreign taxes partially offset by the impact of valuation allowance established against additional deferred tax assets. The provision for income taxes was $1,823 for the nine months ended October ~~29, 2016 was 0.3% and 89.8%, respectively.~~30, 2021. The effective tax rate for the nine months ended October ~~28, 2017~~30, 2021 was (22.3)% and differed from the U.S. statutory rate of ~~35%~~21% primarily due to the increase in deferred tax liabilities attributable to indefinite-lived goodwill and intangible assetsand the impact of the valuation allowance established against ~~our~~additional deferred tax ~~assets partly offset~~assets. See Note 11 "Income Taxes" to the condensed consolidated financial statements in this Quarterly Report for further information.

Net sales from our Rebecca Taylor and Parker segment decreased $93, or 0.3%, to $27,322 in the nine months ended October 29, 2022 from $27,415 in the nine months ended October 30, 2021 primarily due to (a) a $4,331 decrease in wholesale sales primarily driven by lower full-price shipments, which was partly offset by (b) a $4,238 increase in the direct-to-consumer channels primarily due to increased store traffic, as the prior year reflected the impact of ~~certain non-deductible executive compensation costs~~COVID-19, as well as ~~state taxes.~~new stores.

Loss from operations from our Rebecca Taylor and Parker segment increased $12,169, or 153.0%, to $20,124 in the nine months ended October 29, 2022 from $7,955 in the nine months ended October 30, 2021. The increase was primarily driven by costs associated with the wind down of the Rebecca Taylor business (see Note 2 "Wind Down of Rebecca Taylor Business" to the condensed consolidated financial statements for a detailed listing), as well as $2,566 of impairment charges related to the impairment of the Rebecca Taylor tradename and property and equipment.

Our sources of liquidity are cash and cash equivalents, cash flows from operations, if any, borrowings available under the 2018 Revolving Credit Facility (as amended and restated and as defined below) and our ability to access the capital ~~markets.~~markets, including our Open Market Sale AgreementSM entered into with Jefferies LLC in September 2021 (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, meeting our debt service requirements ~~paying amounts due under the Tax Receivable Agreement~~ 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.~~In accordance with new accounting guidance that became effective for fiscal 2016, management believes that the actions taken~~

Our recent financial results have been, and our future financial results may be, subject to substantial fluctuations, and may be impacted by ~~management~~business conditions and macroeconomic factors as ~~described~~discussed below. While these potential fluctuations of our results introduce inherent uncertainty in ~~Note 1 “Description~~our projections of ~~Business and Basis of Presentation~~ ~~— (D) Sources and Uses of Liquidity” have alleviated the substantial doubt regarding the Company’s ability to continue as a going~~ ~~concern and satisfy the Company’s~~ liquidity, ~~needs~~based on our current expectations, during the next twelve months from the date ~~the~~these financial statements are ~~issued. See~~ ~~Note 1 “Description of Business and Basis of Presentation~~ ~~— (D) Sources and Uses of Liquidity” within the notes~~issued, we expect to ~~the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q~~ ~~for additional details.~~

In June 2017, the Company entered into a Waiver, Consent and First Amendment to the Term Loan Facility (the “Term Loan Amendment”) which, among other things, (i) waives the Consolidated Net Total Leverage Ratiomaintain Excess Availability (as defined in the ~~Term Loan Facility) covenant for the test periods from July 2017 through and including April 2019; and (ii) requires, beginning with the payment due on or around January 2018, the Company to~~ ~~pay a quarterly amortization payment of $3,000 for such fiscal quarter and $2,000 for each fiscal quarter thereafter, provided that there is not less than $15,000 of “availability” under the~~ Revolving Credit Facility Agreement) minimally above the required threshold to meet our monthly Excess Availability covenant under our credit facilities and believe that our other sources of liquidity will generate sufficient cash flows to meet our operating obligations during this twelve month period. The foregoing expectation is dependent on a ~~pro~~

~~forma basis immediately before~~number of factors, including, among others, our ability to generate sufficient cash flow from operations, our ongoing ability to manage our operating obligations, the results of the currently ongoing inventory valuation and ~~after giving~~potential borrowing restrictions imposed by our lenders based on their credit judgment, which could materially and negatively impact our borrowing capacity, the wind down of the Rebecca Taylor business, as well as macroeconomic factors such as the rising costs and inflationary impacts on our customers, residual effect ~~to such amortization payment. See “Financing Activities – Term Loan Facility” below for further information regarding~~of the ~~amendment.~~

~~In June 2017, the Company~~ ~~entered into an amendment to the Revolving Credit Facility which included increasing the borrowing base under the Revolving Credit Facility, thereby increasing availability under this facility.~~ ~~See “Financing Activities – Revolving Credit Facility” below for further information regarding the amendment.~~

~~In August 2017, the Company entered into the 2017 Investment Agreement with Sun Cardinal, LLC and SCSF Cardinal, LLC (collectively, the “Sun Cardinal Investors”)~~COVID-19 pandemic and the ~~Company commenced a rights offering (the “2017 Rights Offering”). The 2017 Rights Offering expired on August 30, 2017~~armed conflict between Ukraine and Russia. 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 Company received total subscriptions of $21,976. The Company received such proceeds on September 8, 2017. Additionally, in accordance with the related 2017 Investment Agreement the Company received $8,024 on September 8, 2017 from the Sun Cardinal Investors. The Company usedevent 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 ~~the net proceeds received from the 2017 Rights Offering~~our indebtedness before maturity, seek waivers of or amendments to our contractual obligations for payment, reduce or delay scheduled expansions and related Investment Agreement to (1) repay $9,000 under the Company’s Term Loan Facility and (2) repay $15,000 under the Company’s Revolving Credit Facility, without a concurrent commitment reduction. The Company used the remaining net proceeds for general corporate purposes, except for $1,823 which was retained at VHC.capital expenditures, liquidate inventory through additional discounting, sell material assets or operations or seek other financing opportunities.

Net cash used in operating activities during the nine months ended October 28, 2017 was $58,646, which consisted of a net loss of $15,915, impacted by non-cash items of $8,504 and cash used in working capital of $51,235. Net cash used in working capital primarily resulted from a cash outflow of $20,942 in receivables, net primarily driven by the timing of collections, a cash outflow in accounts payable and accrued expenses of $17,234 due to the timing of payments to vendors and a cash outflow of $13,014 in inventories.

Net cash used in operating activities during the nine months ended October 29, ~~2016~~2022 was ~~$34,152,~~$28,886, which consisted of a net loss of ~~$511,~~$27,394, impacted by non-cash items of ~~$4,743~~$13,942 and cash used in working capital of ~~$38,384.~~$15,434. Net cash used in working capital primarily resulted from a cash outflow in inventory of $37,913 primarily due to a higher level of current season inventory and replenishment product, as well as higher product costs, partly offset by a cash inflow in accounts payable and accrued expenses of ~~$32,706,~~$20,954 primarily due to the ~~payment~~timing of ~~$22,262, including accrued interest, under~~payments to vendors.

Net cash used in operating activities during the ~~Tax Receivable Agreement with Sun Cardinal~~nine months ended October 30, 2021 was $4,248, which consisted of a net loss of $9,997, impacted by non-cash items of $11,521 and cash used in working capital of $5,772. Net cash used in working capital primarily resulted from a cash outflow in inventory of ~~$7,213 in receivables, net~~$13,810 primarily ~~driven by~~due to the timing of ~~sales activity.~~receipts partly offset by a cash inflow in accounts payable and accrued expenses of $9,663 primarily due to the timing of payments to vendors.

Net cash used in investing activities of ~~$3,017~~$2,100 during the nine months ended October ~~28, 2017~~29, 2022 represents capital expenditures primarily related to the investment in our e-commerce platforms, as well as retail store ~~build-outs,~~buildouts, including leasehold improvements and store ~~fixtures and our new systems.~~fixtures.

Net cash used in investing activities of ~~$12,677~~$4,124 during the nine months ended October 30, 2021 represents capital expenditures primarily related to retail store buildouts, including leasehold improvements and store fixtures, as well as the investment in our information technology systems.

Net cash provided by financing activities was $31,094 during the nine months ended October 29, ~~2016 represents capital expenditures related~~2022, primarily toconsisting of $32,577 of net proceeds from borrowings under the ~~investment in our new systems and related infrastructure and retail store build-outs, including leasehold improvements and store fixtures.~~2018 Revolving Credit Facility.

Net cash provided by financing activities was ~~$46,408~~$6,154 during the nine months ended October ~~28, 2017,~~30, 2021, primarily consisting of ~~$29,047~~$35,000 of ~~net~~ proceeds received from the ~~2017 Rights Offering and $26,876 of net proceeds from borrowings under our Revolving~~Term Loan Credit Facility, partly offset by ~~$9,000~~the repayment of ~~payments~~$24,750 of borrowings under the 2018 Term Loan ~~Facility.~~

~~Net cash provided by~~Facility, financing ~~activities was $61,304~~fees of $2,151 (which includes a $743 prepayment penalty associated with the termination of the 2018 Term Loan Facility during the nine months ended October ~~29, 2016, primarily consisting of~~30, 2021) and $1,952 net proceeds received from the issuance of common stock in connection with the completed 2016 Rights Offering of $63,773 and $4,731 of proceeds from stock option exercises, partially offset by $7,200 of net repaymentsrepayment of borrowings under ~~our~~the 2018 Revolving Credit Facility.

On ~~November 27, 2013,~~September 7, 2021, Vince, LLC entered into a ~~$50,000~~new term loan credit facility as described below. The proceeds were used to repay in full all outstanding amounts under the $27,500 senior secured term loan facility (the “2018 Term Loan Facility”) pursuant to a credit agreement originally entered into on August 21, 2018 and a portion of the borrowings outstanding under the 2018 Revolving Credit Facility, totaling $25,960, which included interest and a prepayment penalty of $743 (which was included within financing fees on the Condensed Consolidated Statements of Cash Flows). The 2018 Term Loan Facility was terminated and, as a result, the Company recorded expense of $758 related to the write-off of the remaining deferred financing costs.

The Term Loan Credit Facility is subject to quarterly amortization of $875 commencing on July 1, 2022, with the balance payable at final maturity. Interest is payable on loans under the Term Loan Credit Facility at a rate equal to the 90-day LIBOR rate, or an alternate applicable reference rate in the event LIBOR is no longer available, subject, in either case, to a 1.0% floor, plus 7.0%. During the continuance of certain specified events of default, interest will accrue on the overdue amount of any loan at a rate of 2.0% in excess of the rate otherwise applicable to such amount. In addition, the Term Loan Credit Agreement requires mandatory prepayments upon the occurrence of certain events, including but not limited to, an Excess Cash Flow payment (as defined in the Term Loan Credit Agreement), subject to reductions for voluntary prepayments made during such fiscal year, commencing with the fiscal year ending January 28, 2023.

The Term Loan Credit Facility contains a requirement that Vince, LLC will maintain an availability under its 2018 Revolving Credit Facility of the greater of 10% of the commitments thereunder or $9,500. The Term Loan Credit Facility did not permit dividends prior to April 30, 2022, or an earlier date designated by Vince, LLC (the period until such date, the “Accommodation Period”) and now permits them to the extent that no default or event of default is continuing or would result from a contemplated dividend, so long as after giving pro forma effect to the contemplated dividend subtracting any accounts payable amounts that are or are projected to be past due for the following six months, excess availability for such six month period will be at least the greater of 25.0% of the aggregate lending commitments and $15,000. In addition, the Term Loan Credit Facility contains customary representations and warranties, other covenants, and events of default, including but not limited to, limitations on the incurrence of additional indebtedness, liens, burdensome agreements, guarantees, investments, loans, asset sales, mergers, acquisitions, prepayment of other debt, the repurchase of capital stock, transactions with affiliates, and the ability to change the nature of its business or its fiscal year, and distributions and dividends. Furthermore, the Term Loan Credit Facility is subject to a Borrowing Base (as defined in the

Term Loan Credit Agreement) which can, under certain conditions result in the imposition of a reserve under the 2018 Revolving Credit Facility. As of October 29, 2022, the Company was in compliance with applicable covenants.

All obligations under the Term Loan Credit Facility are guaranteed by Vince Intermediate and the Company and any future material domestic restricted subsidiaries of Vince, LLC and secured by a lien on substantially all of the assets of the Company, Vince, LLC and Vince Intermediate and any future material domestic restricted subsidiaries.

On September 30, 2022, Vince, LLC entered into the First Amendment to the Term Loan Credit Agreement (the “TL First Amendment”). The TL First Amendment, among other things, (i) requires more frequent borrowing base reporting and establishes variance reporting in connection with the Rebecca Taylor, Inc. liquidation; (ii) removes the assets (other than intellectual property) of the Rebecca Taylor, Inc. and Parker Holding, LLC companies from the term loan borrowing base; (iii) permits the sale of the intellectual property of the Rebecca Taylor, Inc. and Parker Holding, LLC companies and the Rebecca Taylor, Inc. liquidation; (iv) amends the ABL (as defined in the Term Loan Credit Agreement) excess availability covenant to provide the Company with up to $5,000 of additional potential liquidity through December 28, 2022; and (v) requires prepayment of the Obligations in an amount equal to 100% of the Net Cash Proceeds received from the sale of the intellectual property of the Rebecca Taylor, Inc. and Parker Holding, LLC companies to be applied against the Obligations as outlined in the TL First Amendment. In connection with the TL First Amendment, Vince, LLC agreed to pay the term lenders fees equal to (i) $600 and (ii) if the underlying term loan is not paid in full by January 31, 2023, an additional $850, which is payable upon Payment in Full of the Term Loan Credit Facility.

Through October 29, 2022, on an inception to date basis, the Company has made repayments of $1,750 on the Term Loan Credit Facility.

On August 21, 2018, Vince, LLC entered into an $80,000 senior secured revolving credit facility ~~(as amended~~(the “2018 Revolving Credit Facility”) pursuant to a credit agreement by and among Vince, LLC, as the borrower, VHC and Vince Intermediate, as guarantors, Citizens Bank, N.A. (“Citizens”) as administrative agent and collateral agent, and the other lenders from time to time the “Revolving Credit Facility”) with Bank of America, N.A. (“BofA”) as administrative agent. Vince, LLC is the borrower and VHC and Vince Intermediate Holding, LLC, a direct subsidiary of VHC and the direct parent company of Vince, LLC (“Vince Intermediate”), are the guarantors under the Revolving Credit Facility. On June 3, 2015, Vince, LLC entered into a first amendment to theparty thereto. The 2018 Revolving Credit Facility ~~that among other things, increased the aggregate commitments under the facility from $50,000~~provides for a revolving line of credit of up to $80,000, subject to a ~~loan cap~~Loan Cap, which is the lesser of (i) the Borrowing Base as defined in the ~~loan~~credit agreement for the 2018 Revolving Credit Facility and (ii) the aggregate commitments, ~~or (iii) $70,000 until debt obligations under the Company’s Term Loan Facility have been paid in full, and extended the maturity date from November 27, 2018 to June 3, 2020.~~

changed the maturity date to the earlier of (a) June 3, 2020 (or a later date as applicable if the lender participates in any extension series) and (b) 120 days prior to the then scheduled maturity date of the Term Loan Facility to the extent that there are outstanding obligations under the Term Loan Facility on such date.

~~The Revolving Credit Facility also provides for~~ a letter of credit sublimit of ~~$25,000 (plus any increase in aggregate commitments) and an accordion option that allows~~$25,000. It also provides for an increase in aggregate commitments of up to $20,000. ~~Effective with the second amendment, interest~~

The 2018 Revolving Credit Facility contains representations and warranties, other covenants and events of default that are customary for this type of financing, including covenants with respect to limitations on the incurrence of additional indebtedness, liens, ~~negative pledges,~~burdensome agreements, guarantees, investments, loans, asset sales, mergers, acquisitions, prepayment of other debt, the repurchase of capital stock, transactions with affiliates, and the ability to change the nature of the Company’s business or its fiscal year. The 2018 Revolving Credit Facility generally permits dividends in the absence of any event of default (including any event of default arising from ~~the~~a contemplated dividend), so long as (i) after giving pro forma effect to the contemplated dividend and for the following six months Excess Availability will be at least the greater of ~~20%~~20.0% of the ~~adjusted loan cap~~Loan Cap and $10,000 and (ii) after giving pro forma effect to the contemplated dividend, the ~~“Consolidated~~Consolidated Fixed Charge Coverage ~~Ratio”~~Ratio for the 12 months preceding such dividend ~~shall~~will be greater than or equal to 1.0 to 1.0 (provided that the Consolidated Fixed Charge Coverage Ratio may be less than 1.0 to 1.0 if, after giving pro forma effect to the contemplated dividend, Excess Availability for the six fiscal months following the dividend is at least the greater of ~~35%~~25.0% of the ~~adjusted loan cap~~Loan Cap and ~~$15,000)~~$12,500). ~~As of October 28, 2017, we were in compliance with applicable financial covenants. The second amendment replaced and superseded all side letters previously~~

~~As of October 28, 2017,~~ the ~~availability under~~First Amendment (the “First Revolver Amendment”) to the 2018 Revolving Credit Facility, ~~was $29,882 net~~which provided the borrower the ability to elect the Daily LIBOR Rate in lieu of the ~~amended loan cap~~Base Rate to be applied to the borrowings upon applicable notice. The “Daily LIBOR Rate” means a rate equal to the Adjusted LIBOR Rate in effect on such day for deposits for a one day period, provided that, upon notice and ~~there were $32,076~~not more than once every 90 days, such rate may be substituted for a one week or one month period for the Adjusted LIBOR Rate for a one day period.

On November 4, 2019, Vince, LLC entered into the Second Amendment (the “Second Revolver Amendment”) to the credit agreement of ~~borrowings outstanding and $8,041 of letters of credit outstanding under~~ the 2018 Revolving Credit Facility. The ~~weighted average interest rate for borrowings outstanding~~Second Revolver Amendment increased the aggregate commitments under the 2018 Revolving Credit Facility asby $20,000 to $100,000. Pursuant to the terms of ~~October 28, 2017 was 3.9%.~~

~~As of October 29, 2016,~~ the ~~availability~~Second Revolver Amendment, the Acquired Businesses became guarantors under the 2018 Revolving Credit Facility ~~was $31,980 net of~~and jointly and severally liable for the ~~amended loan cap and there were $7,800 of borrowings outstanding and $7,474 of letters of credit outstanding under~~obligations thereunder.

On June 8, 2020, Vince, LLC entered into the Third Amendment (the “Third Revolver Amendment”) to the 2018 Revolving Credit Facility. The ~~weighted average interest rate for borrowings outstanding~~Third Revolver Amendment, among others, increased availability under the facility’s borrowing base by (i) temporarily increasing the aggregate commitments under the 2018 Revolving Credit Facility ~~as of October 29, 2016 was 4.0%.~~

~~On June 22, 2017, Vince, LLC entered into a credit facility agreement with~~to $110,000 through November 30, 2020 (such period, the ~~Bank of Montreal to issue~~“Third Amendment Accommodation Period”) (ii) temporarily revising the Specified LCs (the “BMO LC Line”), as discussed under the Revolving Credit Facility above. The BMO LC Line is guaranteed by Sun Capital Fund V, L.P., an affiliate of Sun Capital Partners, Inc. The initial BMO LC Line was issued in the amount of $5,000. The maximum draw amount for all Specified LCs is $10,000. The BMO LC Line is currently unsecured but may be secured subject to the terms of an intercreditor agreement between BofA and Bank of Montreal. BofA will be permitted to draw on the Specified LCs upon the occurrenceeligibility of certain account debtors during the Third Amendment Accommodation Period by extending by 30 days the period during which those accounts may remain outstanding past due as well as increasing the concentration limits of certain account debtors and (iii) for any fiscal four quarter period ending prior to or on October 30, 2021, increasing the cap on certain items eligible to be added back to Consolidated EBITDA to 27.5% from 22.5%.

The Third Revolver Amendment also (a) waived events ~~specified therein. The Specified LCs under the BMO LC Line were undrawn as~~ of October 28, 2017. In the event BofA draws on the Specified LCs upon the occurrence of a draw event, the loan will be subject to certain customary terms and conditions pursuant to the applicable loan authorization document. The BMO LC Line also may be released upon request by Vince, LLC so long as the Company has received at least $30,000 of cash proceeds from the 2017 Rights Offering, $15,000 of which must be used to repay the principal amount of the outstanding loans under the Revolving Credit Facility (without permanent reduction of commitments) or the Excess Availability is greater than $10,000 after giving pro forma effect to the 2017 Rights Offering proceeds. The undrawn portion of the face amount of the Specified LCs is subject to a standard 3% annual fee. On October 31, 2017, at the request of the Company, the BMO LC Line was released upon satisfaction of the above release conditions.

On November 27, 2013, in connection with the closing of the IPO and Restructuring Transactions, Vince, LLC and Vince Intermediate entered into a $175,000 senior secured term loan facility (as amended from time to time, the “Term Loan Facility”) with the lenders party thereto, BofA, as administrative agent, JP Morgan Chase Bank and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as joint lead arrangers, and Cantor Fitzgerald as documentation agent. The Term Loan Facility will mature on November

~~27, 2019. Vince, LLC and Vince Intermediate are borrowers (together, the “Borrowers”) and VHC is a guarantor under the Term Loan Facility.~~

On June 30, 2017, the Borrowers entered into a Waiver, Consent and First Amendment (the “Term Loan Amendment”) which, among other things, (i) waives the Consolidated Net Total Leverage Ratio (as defined in the Term Loan Facility) covenant (as described below) for the test periods from July 2017 through and including April 2019; (ii) requires the Borrowers, beginning with the payment due on or around January 2018, to pay a quarterly amortization payment of $3,000 for such fiscal quarter and $2,000 for each fiscal quarter thereafter, provided that there is not less than $15,000 of “availability” under the Revolving Credit Facility on a pro forma basis immediately before and after giving effect to such amortization payment; (iii) prohibits the Company from making any payments on the Tax Receivable Agreement (see Note 11 “Related Party Transactions” ~~within the notes to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q~~ ~~for further information) before the first amortization payment referenced above is made or if the Borrowers are not current on any of the foregoing amortization payments; (iv) increases~~default; (b) temporarily increased the applicable margin on all borrowings of revolving loans by ~~2.0%~~0.75% per annum ~~on all term~~during the Third Amendment Accommodation Period and increased the LIBOR floor from 0% to 1.0%; (c) eliminated Vince, LLC’s and any loan borrowings; (v) requires the Borrowers to pay a fee to consenting term lenders equal to 0.5% of the outstanding principal amount of such lender’s term loans as of the effective date of the Term Loan Amendment; (vi) eliminates the Borrower’sparty’s ability to designate subsidiaries as unrestricted and to make certain payments, restricted payments and investments during the Third Amendment Extended Accommodation Period; (d) temporarily suspended the Fixed Charge Coverage Ratio covenant through the Third Amendment Extended Accommodation Period; (e) required Vince, LLC to maintain a Fixed Charge Coverage Ratio of 1.0 to 1.0 in the event the excess availability under the 2018 Revolving Credit Facility was less than (x) $10,000 between September 6, 2020 and January 9, 2021, (y) $12,500 between January 10, 2021 and January 31, 2021 and (z) $15,000 at all other times during the Third Amendment Extended Accommodation Period; (f) imposed a requirement (y) to pay down the 2018 Revolving Credit Facility to the extent cash on hand exceeded $5,000 on the last day of each week and (z) that, after giving effect to any borrowing thereunder, Vince, LLC may have no more than $5,000 of cash on hand; (g) permitted Vince, LLC to incur up to $8,000 of additional secured debt (in addition to any interest accrued or paid in kind), to the extent subordinated to the 2018 Revolving Credit Facility on terms reasonably acceptable to Citizens; (h) established a method for imposing a successor reference rate if LIBOR should become unavailable, (i) extended the delivery periods for (x) annual financial statements for the fiscal year ended February 1, 2020 to June 15, 2020 and (y) quarterly financial statements for the fiscal quarters ended May 2, 2020 and August 1, 2020 to July 31, 2020 and October 29, 2020, respectively, and (j) granted ongoing relief through September 30, 2020 with respect to certain ~~funds considered “available excess amount”~~covenants regarding the payment of lease obligations.

On December 11, 2020, Vince, LLC entered into the Fifth Amendment (the “Fifth Revolver Amendment”) to the 2018 Revolving Credit Facility. The Fifth Revolver Amendment, among other things, (i) extended the period from November 30, 2020 to July 31, 2021 (such period, “Accommodation Period”), during which the eligibility of certain account debtors was revised by extending by 30 days the time those accounts may remain outstanding past due as well as increasing the concentration limits of certain account debtors; (ii) extended the period through which the applicable margin on all borrowings of revolving loans by 0.75% per annum during such Accommodation Period; (iii) extended the period from October 30, 2021 to January 29, 2022, during which the cap on which certain items eligible to be added back to “Consolidated EBITDA” (as defined in the 2018 Revolving Credit Facility) was increased to 27.5% from 22.5%; (iv) extended the temporary suspension of the Consolidated Fixed Charge Coverage Ratio (“FCCR”) covenant through the delivery of a compliance certificate relating to the fiscal quarter ended January 29, 2022 (such period, the “Extended Accommodation Period”), other than the fiscal quarter ending January 29, 2022; (v) required Vince, LLC to maintain an FCCR of 1.0 to 1.0 in the event the excess availability under the 2018 Revolving Credit Facility was less than (x) $7,500 through the end of the Accommodation Period; and (y) $10,000 from August 1, 2020 through the end of the Extended Accommodation Period; (vi) permitted Vince, LLC to incur the debt under the Third Lien Credit Facility (as described below); (vii) revised the definition of “Cash Dominion Trigger Amount” to mean $15,000 through the end of the Extended Accommodation Period and at all other times thereafter, 12.5% of the Loan Cap and $5,000, whichever is greater; (viii) deemed the Cash Dominion Event (as defined in the credit agreement for the 2018 Revolving Credit Facility) as triggered during the Accommodation Period; and (ix) required an engagement by the Company of a financial advisor from February 1, 2021 until March 31, 2021 (or until the excess availability was greater than 25% of the Loan Cap for a period of at least thirty days, whichever is later) to assist in the preparation of certain financial reports, including the review of the weekly cashflow reports and other items. As of April 2021, the requirement to engage a financial advisor had been satisfied.

On September 7, 2021, concurrently with the Term Loan ~~Facility); (vii) eliminates~~Credit Facility, Vince, LLC entered into an Amended and Restated Credit Agreement (the “A&R Revolving Credit Facility Agreement”) which, among other things, contained amendments to reflect the ~~uncommitted incremental facility; and (viii) limits certain intercompany transactions between a loan party and a non-loan party subsidiary. The~~terms of the Term Loan Credit Facility and extended the maturity of the 2018 Revolving Credit Facility to the earlier of June 8, 2026 and 91 days prior to the maturity of the Term Loan Credit Facility.

Concurrently with the TL First Amendment, ~~became effective~~ on September ~~8, 2017 when~~30, 2022, Vince, LLC entered into the ~~Company received $30,000 of gross proceeds~~First Amendment to the A&R Revolving Credit Facility Agreement (the “ABL First Amendment”). The ABL First Amendment, among other things, (i) requires more frequent borrowing base reporting and establishes variance reporting in connection with the ~~2017 Rights Offering~~Rebecca Taylor, Inc. liquidation; (ii) amends the definition of “Availability Reserves” to account for the difference between the aggregate amount of the ABL borrowing base attributable to the assets of the Rebecca Taylor, Inc. and ~~related 2017 Investment Agreement (see Note 11 “Related Party Transactions”~~ Parker Holding, LLC companies and the amounts received (or anticipated to be received) as net proceeds of asset sales in connection with the Rebecca Taylor, Inc. liquidation; (iii) permits the sale of the intellectual property of the Rebecca Taylor, Inc. and Parker Holding, LLC companies and the Rebecca Taylor, Inc. liquidation; (iv) amends the excess availability covenant to provide the Company with up to $5,000 of additional potential liquidity through December 28, 2022; and (v) removes the assets of the Rebecca Taylor, Inc. and Parker Holding, LLC companies from the borrowing base from and after November 30, 2022. In connection with the ABL First Amendment, Vince, LLC agreed to pay the ABL lenders fees equal to (i) $375 and (ii) if the ABL is not paid in full by December 15, 2022, an additional $125.

As a result of the ABL First Amendment, the Company incurred a total of $611 of financing costs. In accordance with ASC Topic 470, “Debt”, the Company accounted for this amendment as a debt modification and therefore, these financing costs were recorded as deferred debt issuance costs (which is presented within ~~the notes to~~Other assets on the Condensed Consolidated ~~Financial Statements~~Balance Sheets) which will be amortized over the remaining term of the 2018 Revolving Credit Facility.

As of October 29, 2022, the Company was in ~~this Quarterly Report on Form 10-Q~~ ~~for further details) and used a portion~~compliance with applicable covenants.As of ~~such proceeds to repay $9,000 in principal amount~~October 29, 2022, $26,809 was available under the ~~Term~~2018 Revolving Credit Facility, net of the Loan Cap, and there were $67,201 of borrowings outstanding and $5,990 of letters of credit outstanding under the 2018 Revolving Credit Facility. The weighted average interest rate for borrowings outstanding under the 2018 Revolving Credit Facility as of October 29, 2022 was 4.8%.

On December 11, 2020, Vince, LLC entered into a $20,000 subordinated term loan credit facility (the “Third Lien Credit Facility”) pursuant to a credit agreement (the “Third Lien Credit Agreement”), dated December 11, 2020, by and among Vince, LLC, as the borrower, VHC and Vince Intermediate, as guarantors, and SK Financial Services, LLC (“SK Financial”), as administrative agent and collateral agent, and other lenders from time to time party thereto.

SK Financial is an affiliate of Sun Capital Partners, Inc. (“Sun Capital”), whose affiliates own, as of October 29, 2022, approximately 69% 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 ~~the Term Loan Amendment, interest is payable~~Sun Capital, which committee was represented by independent legal advisors.

Interest on loans under the ~~Term Loan~~Third Lien Credit Facility is payable in kind at a rate equal to the LIBOR rate (subject to a floor of 1.0%) plus applicable margins subject to a pricing grid based on minimum Consolidated EBITDA (as defined in the Third Lien Credit Agreement). 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 either (i) the Eurodollar rate (subject to a 1.00% floor) plus an applicable margin of 7.00% or (ii) the base rate applicable margin of 6.00%. During the continuance of a payment or bankruptcy event of default, interest will accrue (i) on the overdue principal amount of any loan at a rate of 2%2.0% in excess of the rate otherwise applicable to such ~~loan~~amount. The Third Lien Credit Facility contains representations, covenants and ~~(ii) on any overdue interest or any other outstanding overdue amount at a rate of 2% in excess of~~conditions that were substantially similar to those under the ~~non-default interest rate then applicable to base rate loans.~~ ~~The~~2018 Term Loan Facility, ~~requires Vince, LLC~~except the Third Lien Credit Facility does not contain any financial covenants.

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 Vince Intermediate to make mandatory prepayments upon the occurrence of certain events, including additional debt issuances, common and preferred stock issuances, certain asset sales, and annual payments of 50% of excess cash flow, subject to reductions to 25% and 0% if Vince, LLC and Vince Intermediate maintain a Consolidated Net Total Leverage Ratio of 2.50 to 1.00 and 2.00 to 1.00, respectively, and subject to reductions for voluntary prepayments made during such fiscal year.

The Term Loan Facility contains a requirement that Vince, LLC and Vince Intermediate maintain a “Consolidated Net Total Leverage Ratio” as of the last day of any period of four fiscal quarters not to exceed 3.25 to 1.00. ~~The Term Loan Facility permits Vince Holding Corp. to make a Specified Equity Contribution, as defined under the Agreement,~~was added to the ~~Borrowers in order to increase, dollar for dollar, Consolidated EBITDA for such fiscal quarter for~~principal balance. These deferred financing costs are recorded as deferred debt issuance costs which will be amortized over the purposes of determining compliance with this covenant at the end of such fiscal quarter and applicable subsequent periods provided that (a) in each four fiscal quarter period there shall be at least two fiscal quarters in which no Specified Equity Contribution is made; (b) no more than five Specified Equity Contributions shall be made in the aggregate during theremaining term of the Agreement; and (c) the amount of any Specified Equity Contribution shall be no greater than the amount required to cause the Company to be in compliance with this covenant. Approximately $18,072 has been contributed by Vince Holding Corp. to Vince, LLC as Specified Equity Contributions. ~~As discussed above, the Term Loan Amendment~~ ~~waives the Consolidated Net Total Leverage Ratio covenant for the test periods from July 2017 through and including April 2019.~~Third Lien Credit Facility.

In addition, the Term Loan Facility contains customary representations and warranties, other covenants, and events of default, including but not limited to, limitations on the incurrence of additional indebtedness, liens, negative pledges, guarantees, investments, loans, asset sales, mergers, acquisitions, prepayment of other debt, the repurchase of capital stock, transactions with affiliates, and the ability to change the nature of the Company’s business or its fiscal year, and distributions and dividends. The Term Loan Facility generally permits dividends to the extent that no default or event of default is continuing or would result from the contemplated dividend and the pro forma Consolidated Net Total Leverage Ratio after giving effect to such contemplated dividend is at least 0.25 lower than the maximum Consolidated Net Total Leverage Ratio for such quarter in an amount not to exceed the excess available amount, as defined in the loan agreement. All obligations under the ~~Term Loan~~Third Lien Credit Facility are guaranteed by ~~VHC~~the Company, Vince Intermediate and the Company’s existing material domestic restricted subsidiaries as well as any future material domestic restricted subsidiaries ~~of Vince, LLC~~ and are secured on a junior basis relative to the 2018 Revolving Credit Facility and the 2018 Term Loan Facility by a lien on substantially all of the assets of ~~VHC,~~the Company, Vince Intermediate, Vince, LLC and ~~Vince Intermediate and~~the Company’s existing material domestic restricted subsidiaries as well as any future material domestic restricted subsidiaries. As

The proceeds were received on December 11, 2020 and were used to repay a portion of ~~October 28, 2017, after giving effect to~~ the ~~waiver described above, we were in compliance with applicable covenants.~~

Through October 28, 2017, on an inception to date basis, we have made voluntary repayments totaling $139,000 in the aggregate on the original $175,000 Term Loan Facility entered into on November 27, 2013 with $9,000 of such repayments made during the nine months ended October 28, 2017. As of October 28, 2017, the Company had $36,000 of debtborrowings outstanding under the 2018 Revolving Credit Facility.

On September 7, 2021, concurrently with the Term Loan ~~Facility.~~Credit Facility as well as the A&R Revolving Credit Facility Agreement, Vince, LLC entered into an amendment (the “Third Lien First Amendment”) to the Third Lien Credit Facility which amended its terms to extend its maturity to March 6, 2027,revised the interest rate to remove the tiered applicable margins so that the

rate is now equal to the 90-day LIBOR rate, or an alternate applicable reference rate in the event LIBOR is no longer available, plus 9.0% at all times, and to reflect the applicable terms of the Term Loan Credit Facility as well as the A&R Revolving Credit Facility Agreement.

~~We did not have any relationships~~Concurrently with ~~unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities, that would have been established for~~ the ~~purpose~~TL First Amendment and the ABL First Amendment, on September 30, 2022, Vince, LLC entered into the Second Amendment to the Third Lien Credit Agreement (the “Third Lien Second Amendment”). The Third Lien Second Amendment, among other things, (i) establishes variance reporting in connection with the Rebecca Taylor, Inc. liquidation; and (ii) permits the sale of ~~facilitating off-balance sheet arrangements or other contractually narrow or limited purposes during~~ the ~~periods presented herein.~~intellectual property of the Rebecca Taylor, Inc. and Parker Holding, LLC companies and the Rebecca Taylor, Inc. liquidation.

The apparel and fashion industry in which we operate is cyclical and, consequently, our revenues are affected by general economic conditions and the seasonal trends characteristic to the apparel and fashion industry. Purchases of apparel are sensitive to a number of factors that influence the level of consumer spending, including economic conditions and the level of disposable consumer income, consumer debt, interest rates and consumer confidence as well as the impact of adverse weather conditions. In addition, fluctuations in the amount of sales in any fiscal quarter are affected by the timing of seasonal wholesale shipments and other events affecting direct-to-consumer sales; as such, the financial results for any particular quarter may not be indicative of results for the fiscal year. We expect such seasonality to continue.

While inflation may impact our sales, cost of goods sold and expenses, we believe the effects of inflation on our results of operations and financial condition are not significant. While it is difficult to accurately measure the impact of inflation, management believes it has not been significant and cannot provide any assurances that our results of operations and financial condition will not be materially impacted by inflation in the future.

Our discussion of financial condition and results of operations relies on our condensed consolidated financial statements, as set forth in Part I, Item 1 of this ~~report on Form 10-Q,~~Quarterly Report, which are prepared based on certain critical accounting policies that require management to make judgments and estimates that are subject to varying degrees of uncertainty. While we believe that these accounting policies are based on reasonable measurement criteria, actual future events can and often do result in outcomes materially different from these estimates.

A summary of our critical accounting policies is included in the Management’s Discussion and Analysis of Financial Condition and Results of Operations section of our ~~2016~~2021 Annual Report on Form 10-K. As of October ~~28, 2017,~~29, 2022, there have been no material changes to the critical accounting policies contained ~~therein, except as noted below.~~therein.

~~Fair Value Assessments of Goodwill and Other Indefinite-Lived Intangible Assets~~

~~Goodwill and other indefinite-lived intangible assets are tested for impairment at least annually and in an interim period if a triggering event occurs.~~ During the three months ended October 28, 2017, the Company determined that a triggering event occurred for the Company’s Wholesale reporting unit and the Company’s indefinite-lived intangible asset as a result of the Company’s decision to enter into limited distribution arrangements with Nordstrom, Inc. and Neiman Marcus Group LTD, which will take effect in fiscal 2018, in order to rationalize its department store distribution strategy.

An entity may elect to perform a qualitative impairment assessment for goodwill and indefinite-lived intangible assets. If adverse trends are identified during the qualitative assessment that indicate that it is more likely than not that the fair value of a reporting unit or indefinite-lived intangible asset is less than its carrying amount, a quantitative impairment test is required. An entity may pass on performing the qualitative assessment for a reporting unit or indefinite-lived intangible asset 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.

~~We elected to perform a qualitative assessment on goodwill and determined that it was not more likely than not that the carrying value of the reporting unit was greater than the fair value.~~

We elected to perform a quantitative assessment on our indefinite-lived intangible asset, which consists of the Vince tradename. The results of the quantitative assessment did not result in any impairment because the fair value of our tradename intangible asset exceeded its carrying value. We estimate the fair value of our tradename intangible asset using a discounted cash flow valuation analysis, which is based on the “relief from royalty” methodology. This methodology assumes that in lieu of ownership, a third party

would be willing to pay a royalty in order to exploit the related benefits of these types of assets. The relief from royalty approach is dependent on a number of factors, including estimates of future growth, royalty rates in the category of intellectual property, discount rates and other variables. We base our fair value estimates on assumptions we believe to be reasonable, but which are unpredictable and inherently uncertain. Actual future results may differ from those estimates.

ITEM 3. QUANTITATIVE AND QUALITATIVE ~~DISCLOSURE~~DISCLOSURES ABOUT MARKET RISK

~~Our principal market risk relates~~As a “smaller reporting company,” as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are not required to ~~interest rate sensitivity, which is~~provide the ~~risk that changes~~information in interest rates will reduce our net income or net assets. Our variable rate debt consists of borrowings under the Term Loan Facility and Revolving Credit Facility. Our interest rate on the Term Loan Facility as of October 28, 2017 is based on ~~either (i) the Eurodollar rate (subject to a 1.00% floor) plus an applicable margin of 7.00% or (ii) the base rate applicable margin of 6.00%~~. Our interest rate on the Revolving Credit Facility is based on the Eurodollar rate or the Base Rate (as defined in the Revolving Credit Facility) with applicable margins subject to a pricing grid based on excess availability. As of October 28, 2017, a one percentage point increase in the interest rate on our variable rate debt would result in additional interest expense of approximately $681 for the $68,076 of borrowings outstanding under the Term Loan Facility and Revolving Credit Facility as of such date, calculated on an annual basis.this Item.

~~We do not expect that foreign currency risk, commodity price or inflation risks to be material to our business or our consolidated financial position, results of operations or cash flows.~~

Attached as exhibits to this Quarterly Report on Form 10-Q are certifications of our Chief Executive Officer and Chief Financial Officer. Rule 13a-14 of the ~~Securities~~ Exchange Act ~~of 1934, as amended (the “Exchange Act”),~~ requires that we include these certifications with this report. This Controls and Procedures section includes information concerning the disclosure controls and procedures referred to in the certifications. You should read this section in conjunction with the certifications.

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) orand 15d-15(e) of the Exchange Act) as of October ~~28, 2017.~~29, 2022.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective due to the material ~~weaknesses~~weakness in our internal control over financial reporting as described below.

As a result of the material ~~weaknesses~~weakness identified, we performed additional analysis, substantive testing and other post-closing procedures intended to ensure that our condensed consolidated financial statements were prepared in accordance with U.S. GAAP. Accordingly, management believes that the condensed consolidated financial statements and related notes thereto included in this Quarterly Report on Form 10-Q fairly ~~present,~~state, in all material respects, the Company’s financial condition, results of operations and cash flows for the periods presented.

As described in Management’s Annual Report On Internal Control Over Financial Reporting in Item 9A of our Annual Report on Form 10-K for the year ended January ~~28, 2017, w~~e did not design and implement effective control over risk assessment with regard to our processes and procedures commensurate with our financial reporting requirements, which deficiency was identified as a material weakness. Specifically,29, 2022, we did not maintain appropriate corporate governance and oversight, change management and system implementation controls intended to address the risks associated with the implementation of our ERP and payroll systems and to timely identify and appropriately mitigate such risk prior to transitioning to the new systems.

The risk assessment material weakness contributed to a second material weakness related to the design and maintenance of information technology (“IT”) general controls for information systems that are relevant to the preparation of financial statements. Specifically, the Company did not (i) maintain program change management controls to ensure that information technology program and data changes affecting financial IT applications and underlying accounting records were tested, approved and implemented appropriately; and (ii) maintain adequate user access controls to ensure appropriate segregation of duties and to adequately restrict access to financial applications and data.

This material ~~weaknesses~~weakness did not result in a material misstatement to the annual or interim consolidated financial statements. However, this material weakness could impact the effectiveness of IT-dependent controls (such as automated controls that address the risk of material misstatement to one or more assertions, along with the IT controls and underlying data that support the effectiveness of system-generated data and reports) ~~and~~that could result in ~~misstatements potentially~~a misstatement impacting ~~all~~account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial ~~statement accounts and disclosures, which~~statements that would not be prevented or detected.

To date, we made continued progress on our comprehensive remediation plan related to this material weakness by implementing the following controls and procedures:

To fully address the remediation of deficiencies related to segregation of duties, we will need to fully remediate the deficiencies regarding systems access.

Management ~~has initiated~~continues to follow a comprehensive remediation plan to fully address ~~the control deficiencies that led to the~~this material ~~weaknesses.~~weakness. The remediation plan includes ~~but is not limited to:~~

~~To date, the following changes in our internal control over financial reporting have been implemented:~~

Our goal is to implement these control improvements during fiscal 2017 and to fully remediate these material weaknesses by the end of 2017, subject to there being sufficient opportunities to conclude, through testing, that the implemented controls are operating effectively.Company. Until the ~~controls are~~material weakness is remediated, we will continue to perform additional analysis, substantive testing, and other post-closing procedures to ensure that our ~~condensed~~ consolidated financial statements are prepared in accordance with U.S. GAAP.

A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Accordingly, our disclosure controls and procedures are designed to provide reasonable, not absolute, assurance that the objectives of our disclosure system are met. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

There were no changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the fiscal quarter ended October 29, 2022 that have materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

On May 5, 2017, a complaint was filed in the United States District Court for the Eastern District of New York on behalf of a putative class of our stockholders, naming us as well as Brendan Hoffman, our Chief Executive Officer, and David Stefko, our Executive Vice President, Chief Financial Officer, as defendants. The complaint generally alleged that we and the named officers made false and/or misleading statements and/or failed to disclose matters relating to the transition of our ERP systems from Kellwood. On October 2, 2017, the parties agreed to dismiss the action in its entirety without prejudice. Accordingly, the parties filed a stipulation of dismissal, which was granted on October 6, 2017, dismissing all claims without prejudice.

We are a party to ~~other~~ legal proceedings, compliance matters, environmental, as well as wage and ~~environmental~~hour and other labor claims that arise in the ordinary course of our business. Although the outcome of such items cannot be determined with certainty, we believe that the ultimate outcome of these items, individually and in the aggregate will not have a material adverse impact on our financial position, results of operations or cash flows.

The risk factors disclosed in the Company’s ~~2016~~2021 Annual Report on Form 10-K, in addition to the other information set forth in this ~~report~~Quarterly Report on Form 10-Q, could materially affect the Company’s business, financial condition or results. The Company’s risk factors have not changed materially from those disclosed in its ~~2016~~2021 Annual Report on Form 10-K other than those listed below. ~~All amounts disclosed are in thousands except per share amounts.~~

Our ability to continue to have the liquidity necessary to service our debt, meet contractual payment obligations ~~including amortization payments under the Term Loan Facility as well as payments under the Tax Receivable Agreement,~~ and fund our operations depends on many factors, including our ability to generate sufficient cash flow from operations, maintain adequate availability under our Revolving Credit Facility or obtain other financing.

Our recent financial results have been, and our future financial results are expected to be, subject to substantial fluctuations impacted by business conditions and macroeconomic factors. As a result, we have faced liquidity challenges over the last several fiscal quarters and expect those challenges to continue for the foreseeable future. Our ability to timely service our indebtedness, meet contractual payment obligations and to fund our operations ~~as well as continue as a going concern,~~ will depend on our ability to generate sufficient cash, either through cash flows from operations, borrowing availability under ~~our~~the Revolving Credit Facility or other financing. While we ~~have taken~~expect to maintain Excess Availability (as defined in the ~~steps discussed below~~Revolving Credit Facility Agreement) minimally above the required threshold to ~~address~~meet our monthly Excess Availability covenant and believe that our other sources of liquidity ~~needs, there can be no assurances that (1) we~~ will ~~be able~~generate sufficient cash flows to meet our obligations for the next twelve months, the foregoing expectation is dependent on a number of factors, including, among others, our ability to generate sufficient cash flow from operations, our ongoing ability to ~~meet~~manage our ~~liquidity needs, (2) we will have~~operating obligations, the ~~necessary availability under~~results of the ~~Revolving Credit Facility or be able to obtain other financing when liquidity needs arise, (3) vendors will not require additional accelerated payment terms or prepayments~~currently ongoing inventory valuation and potential borrowing restrictions imposed by our lenders based on their credit judgment, which ~~put additional pressure~~could materially and negatively impact our borrowing capacity, the wind down of the Rebecca Taylor business, as well as macroeconomic factors such as the rising costs and inflationary impacts on our ~~liquidity, or (4) the funds held by Vince Holding Corp., will be sufficient to support additional Specified Equity Contributions (as defined in the Term Loan Facility) if needed.~~

We have taken steps over the last 18 months to address our liquidity needs. In April 2016, we completed a rights offering (the “2016 Rights Offering”), pursuant to which we received gross proceeds of $65,000, including proceeds from the backstop investment by Sun Cardinal Investors. We used a portioncustomers, residual effect of the net proceeds received from the 2016 Rights Offering and related 2016 Investment Agreement to (1) repay the amount owed by the Company under the Tax Receivable Agreement, between us and Sun Cardinal, for itself and as a representative of the other stockholders party thereto for the tax benefit with respect to the 2014 taxable year including accrued interest, totaling $22,262, and (2) repay all then outstanding indebtedness, totaling $20,000, under the Revolving Credit Facility. The remaining net proceeds have been held in the account of Vince Holding Corp. until needed by its operating subsidiary for additional strategic investments and general corporate purposes. Approximately $18,072 of such funds have been contributed to the operating subsidiary as Specified Equity Contributions under the Term Loan Facility and used to fund our operations. As of October 28, 2017, $3,179 of funds from the 2016 Rights Offering remain held by Vince Holding Corp.

On September 8, 2017, the Company completed a rights offering (the “2017 Rights Offering”), pursuant to which we received gross proceeds of $30,000, including proceeds from the backstop investment by Sun Cardinal and SCSF Cardinal. We used a portion of the net proceeds received from the 2017 Rights Offering and related 2017 Investment Agreement to (1) repay $9,000 under the Company’s Term Loan Facility and (2) repay $15,000 under the Company’s Revolving Credit Facility, without a concurrent commitment reduction. In addition to the funds from the 2016 Rights Offering, $1,823 of funds from the 2017 Rights Offering remain held by Vince Holding Corp. totaling $5,002 as of October 28, 2017. The remainder of the net proceeds from the 2017 Rights Offering was used for general corporate purposes.

~~Upon the receipt of $30,000 of gross proceeds from the 2017 Rights Offering~~COVID-19 pandemic and the ~~related 2017 Investment Agreement~~armed conflict between Ukraine and Russia. In the repayment of $9,000 under the Term Loan Facility using the net proceeds therefrom, the Term Loan Amendment became effective. The Term Loan Amendment, among other things, waives the Consolidated Net Total Leverage Ratio covenant for the test periods from July 2017 through and including April 2019. In addition, pursuant to the Term Loan Amendment, ~~beginning with the payment due on or around January 2018,~~event that we are required to pay a quarterly amortization payment of $3,000 for such fiscal quarter and $2,000 for each fiscal quarter thereafter, provided, that there is not less than $15,000 of “availability” under the Revolving Credit Facility on a pro forma basis immediately before and after giving effect to such amortization payment. The Term Loan Amendment prohibits the Company from making any payments on the Tax Receivable Agreement before the first amortization payment referenced above is made or if the Borrowers are not current on any of the foregoing amortization payments. See Note 4 “Long-Term Debt and Financing Arrangements” to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for further information on the Term Loan Amendment and ~~Note 11 “Related Party Transactions”~~ ~~to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q~~ ~~for further information on the Tax Receivable Agreement.~~

~~In addition, we entered into~~ ~~a second amendment to the Revolving Credit Facility~~ in June 2017 to provide additional flexibility, including increasing the borrowing base under the Revolving Credit Facility. See Note 4 “Long-Term Debt and Financing Arrangements” to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional details regarding the amendment.

Our business is dependent upon our ability to procure finished goods from our vendors. Recently, certain vendors demanded accelerated payment terms or prepayments as a condition to delivering finished goods to us ~~and/or required deposits or reserves, which~~

~~put additional pressure on our liquidity position. To address these concerns with inventory vendors,~~ we began utilizing letters of credit issuable under the Revolving Credit Facility. In addition, we entered into a sourcing agreement with Rebecca Taylor in July 2017, which allowed us to utilize letters of credit issued under Rebecca Taylor’s credit facility to address the credit risk concerns that resulted in the demands by the vendors for accelerated terms and prepayments. See Note 11 “Related Party Transactions” to the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q for additional details regarding the sourcing arrangement with Rebecca Taylor. Following the completion of the 2017 Rights Offering, we returned to normal payment terms with our key inventory vendors. As of October 28, 2017, we had no related letters of credit outstanding under the Revolving Credit Facility. During the third quarter of fiscal 2017, we also placed $10,732 of orders under the sourcing agreement with Rebecca Taylor. We have not utilized the sourcing agreement with Rebecca Taylor since September 2017 and we do not intend to utilize this agreement in the future.

~~The Company had been subject to a commercial finance examination associated with the Revolving Credit Facility.~~ Additionally, beginning with the first quarter of fiscal 2017, certain reserves were placed on the Company’s borrowing capacity under the Revolving Credit Facility, some of which have since been released. ~~Using proceeds received from the 2017 Rights Offering and related 2017 Investment Agreement, the Company~~ ~~repaid~~ ~~$15,000~~ ~~under the Company’s Revolving Credit Facility, without a concurrent commitment reduction~~.

Our management team has executed cost reduction initiatives in fiscal 2017 in order to improve our financial performance. We have entered into limited distribution arrangements with Nordstrom, Inc. and Neiman Marcus Group LTD, which will take effect in fiscal 2018, in order to rationalize our department store distribution strategy which is intended to improve profitability in the Wholesale segment in the future and enable our management team to focus on other areas of growth for the brand, particularly in the Direct-to-consumer segment. We are also expanding our product offerings during the fourth quarter of fiscal 2017 with the launch of our capsule home collection and the re-launch of our handbag collection. We expect that the majority of the benefit from these cost savings and other strategic initiatives will not be fully realized until fiscal 2018.

Management currently believes that the actions described above have alleviated the substantial doubt regarding the Company’s ability to continue as a going concern and will be sufficient to satisfy our liquidity needs during the next twelve months from the date the financial statements are issued. However, there can be no assurances that in the future we will be ableunable to timely service our debt, meet other contractual payment obligations or fund our other liquidity needs, ~~for any reason, and in such event,~~ we ~~would~~may need to refinance all or a portion of our indebtedness before maturity, seek ~~additional~~ waivers of or amendments to our contractual obligations for payment, reduce or delay scheduled expansions and capitalexpenditures, liquidate inventory through additional discounting, sell material assets or operations or seek ~~alternative financing. Our~~other financing opportunities. There can be no assurance that these options would be readily available to us and our inability to ~~meet~~address our ~~obligations under~~liquidity needs could materially and adversely affect our ~~debt agreements or other contracts could result in a default~~operations and jeopardize our business, financial condition and results of operations, including defaults under the Term Loan Facility or the Revolving Credit Facility which could result in all amounts outstanding under those credit facilities becoming immediately due and payable. ~~Additionally,~~

We may be unable to successfully implement the ~~lenders under those credit facilities would not be obligated to lend us additional funds. The occurrence of any~~wind down of the ~~foregoing could have a material adverse impact on~~Rebecca Taylor business.

On September 12, 2022, the Company announced its decision to wind down the Rebecca Taylor business. The execution of the wind down is subject to various risks and uncertainties surrounding the actions of customers, vendors and other counterparties, including our ~~liquidity, financial conditions and~~ ability to ~~continue as a going concern.~~

~~We are currently not in compliance~~negotiate and execute asset liquidation strategies on appropriate terms and to assess and manage financial and legal risks associated with the New York Stock Exchange's (“NYSE”) market capitalization requirement, and we are at risk of NYSE delisting our common stock, which could materially impair the liquidity and value of our common stock.

Our common stock is currently listed on the NYSE. On May 17, 2017, we were notified by the NYSE that (i) the average closing price of our common stock had fallen below $1.00 per share over a period of 30 consecutive trading days, which is the minimum average share price required by NYSE and (ii) the average global market capitalization over a consecutive thirty trading-day period had fallen below $50,000 at the same time our stockholders’ equity was less than $50,000.

~~At the close of business on October 23, 2017~~, the Company effected a 1-for-10 reverse stock split whereby every 10 shares of the Company’s issued and outstanding common stock were automatically converted into one share of common stock (the “Reverse Stock Split”). Following the Reverse Stock Split, the closing price of our common stock on October 31, 2017 was above $1.00 and the average price of our common stock for the 30-trading day period ended October 31, 2017 was above $1.00.wind down. As a result, ~~on November 1, 2017, the Company received a letter from NYSE stating that the Company was no longer considered below the NYSE’s $1.00 continued listing criterion.~~

~~However, the Company is~~we may not currently in compliance with respect to the requirement to maintain a 30-trading day average market capitalization of at least $50,000 or $50,000 of stockholders’ equity. As such, the Company is currently subject to ongoing quarterly monitoring for compliance with the business plan previously submitted to and accepted by NYSE for an 18-month period concluding in February 2019.

Pursuant to NYSE rules, the Company’s common stock will continue to be listed and traded on NYSE during the cure period outlined above, subject to the Company’s compliance with other typical continued listing requirements. The current noncompliance with the standard described above does not affect the Company’s ongoing business operations or its reporting requirements with the SEC, nor does it trigger any violation of its material debt covenants or other obligations.

~~No assurance can be given that the Company will~~ be able to ~~regain compliance with these requirements~~successfully implement the wind down of the Rebecca Taylor business or ~~maintain compliance with~~ the ~~other continued listing requirements set forth in~~cost of the ~~NYSE Listed Company Manual. If~~wind down may exceed our expectations. Furthermore, if we are unable to successfully implement the ~~Company's common stock ultimately were to~~wind down of the Rebecca Taylor business or the cost exceeds our expectations, the Vince business may be suspended from trading and delisted for any reason, it could have adverse consequences including, among others, reduced trading liquidity for our common stock, lower demand and market price for our common stock, adverse publicity and a reduced interest in the Company from investors, analysts and other market participants. In addition, a suspension or delisting could impair the Company’s ability to raise additional capital through the public markets and the Company’s ability to attract and retain employees by means of equity compensation.adversely impacted.

~~On August 10, 2017, the Company entered into the 2017 Investment Agreement with~~ ~~the Sun Cardinal Investors~~ pursuant to which the Sun Cardinal Investors agreed to backstop the 2017 Rights Offering by purchasing at the subscription price of $0.45 per share (prior to adjustment for the Reverse Stock Split) any and all shares not subscribed through the exercise of rights, including the over-subscription. See Note 11 “Related Party Transactions” ~~within the notes to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q~~ for additional information regarding the 2017 Rights Offering. Simultaneous with the closing of the 2017 Rights Offering, on September 8, 2017, the Company received $8.0 million of proceeds from the related 2017 Investment Agreement and issued to the Sun Cardinal Investors 17,831,247 shares of its common stock (prior to adjustment for the Reverse Stock Split) in connection therewith. The Company used a portion of the net proceeds received from the 2017 Rights Offering and related 2017 Investment Agreement to (1) repay $9.0 million under the Company’s Term Loan Facility and (2) repay $15.0 million under the Company’s Revolving Credit Facility, without a concurrent commitment reduction. The Company used the remaining net proceeds for general corporate purposes, except for $1.8 million which was retained at Vince Holding Corp. The shares issued to the Sun Cardinal Investors pursuant to the 2017 Investment Agreement were sold in reliance on the exemption set forth in Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder.None.

~~† Indicates exhibits that constitute management contracts or compensatory plans or arrangements~~

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



Delaware	75-3264870
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)



Large accelerated filer	☐	Accelerated filer			☒☐
Non-accelerated filer	☒	Smaller reporting company	☒
~~Non-accelerated filer~~	☐ ~~(Do not check if a smaller reporting company)~~	~~Smaller reporting~~Emerging growth company	☐	☐

~~Emerging growth company~~	☒



~~Common Stock~~	~~Outstanding at November 30, 2017~~
~~Common Stock, $0.01 par value per share~~	~~11,615,840 shares~~


			Page Number
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements:		4

	a)	Unaudited Condensed Consolidated Balance Sheets at October ~~28, 2017~~29, 2022 and January ~~28, 2017~~29, 2022	4

	b)	Unaudited Condensed Consolidated Statements of Operations ~~for the three~~ and ~~nine months ended October 28, 2017 and October 29, 2016~~	5

	c)	~~Unaudited Condensed Consolidated Statements of~~ Comprehensive Income (Loss) for the three and nine months ended October ~~28, 2017~~29, 2022 and October ~~29, 2016~~30, 2021	65

	d)c)	Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the nine months ended October 29, 2022 and October 30, 2021	6

	d)	Unaudited Condensed Consolidated Statements of Cash Flows for the nine months ended October ~~28, 2017~~29, 2022 and October ~~29, 2016~~30, 2021	78

	e)	Notes to Unaudited Condensed Consolidated Financial Statements	89

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2223

Item 3.	Quantitative and Qualitative ~~Disclosure~~Disclosures About Market Risk		3335

Item 4.	Controls and Procedures		3335

PART II. OTHER INFORMATION			36

Item 1.	Legal Proceedings		3436

Item 1A.	Risk Factors		3537

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		37

Item 3.	Defaults Upon Senior Securities		37

Item 4.	Mine Safety Disclosures		37

Item 5.	Other Information		37

Item 6.	Exhibits		3738


	October 28,			January 28,			October 29,			January 29,
	2017			2017			2022			2022
Assets
Current assets:
Cash and cash equivalents	$	5,723		$	20,978		$	1,157		$	1,056
Trade receivables, net		31,278			10,336			30,083			29,948
Inventories, net		51,378			38,529			116,441			78,564
Prepaid expenses and other current assets		4,045			4,768			3,994			5,804
Total current assets		92,424			74,611			151,675			115,372
Property and equipment, net		38,799			42,945			13,286			17,117
Operating lease right-of-use assets, net								75,703			92,677
Intangible assets, net		77,249			77,698			70,256			75,835
Goodwill		41,435			41,435			31,973			31,973
Assets held for sale								2,890			—
Other assets		2,816			2,791			3,498			4,253
Total assets	$	252,723		$	239,480		$	349,281		$	337,227

Liabilities and Stockholders' Equity (Deficit)
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	15,717		$	37,022		$	68,175		$	46,722
Accrued salaries and employee benefits		5,045			3,427			5,444			6,244
Other accrued expenses		11,522			9,992			15,009			13,226
Short-term lease liabilities								21,988			22,700
Current portion of long-term debt		9,000			—			3,500			2,625
Total current liabilities		41,284			50,441			114,116			91,517
Long-term debt		57,621			48,298			119,517			88,869
Deferred rent		15,927			16,892
Long-term lease liabilities								77,215			94,367
Deferred income tax liability								7,104			6,067
Other liabilities		137,830			137,830			613			627

Commitments and contingencies (Note 8)
Commitments and contingencies (Note 10)

Stockholders' equity (deficit):
Common stock at $0.01 par value (100,000,000 shares authorized, 11,615,984 and 4,942,760 shares issued and outstanding at October 28, 2017 and January 28, 2017, respectively)		116			49
Stockholders' equity:
Common stock at $0.01 par value (100,000,000 shares authorized, 12,331,328 and 11,986,127 shares issued and outstanding at October 29, 2022 and January 29, 2022, respectively)								123			120
Additional paid-in capital		1,113,146			1,083,172			1,142,823			1,140,516
Accumulated deficit		(1,113,136	)		(1,097,137	)		(1,112,128	)		(1,084,734	)
Accumulated other comprehensive loss		(65	)		(65	)		(102	)		(122	)
Total stockholders' equity (deficit)		61			(13,981	)
Total liabilities and stockholders' equity (deficit)	$	252,723		$	239,480
Total stockholders' equity								30,716			55,780
Total liabilities and stockholders' equity							$	349,281		$	337,227


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	Common Stock
	Number of Shares Outstanding			Par Value		Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders' Equity
Balance as of January 29, 2022		11,986,127		$	120	$	1,140,516		$	(1,084,734	)	$	(122	)	$	55,780
Comprehensive loss:
Net loss		—			—		—			(7,169	)		—			(7,169	)
Foreign currency translation adjustment		—			—		—			—			(6	)		(6	)
Common stock issuance, net of certain fees		36,874			—		305			—			—			305
Share-based compensation expense		—			—		609			—			—			609
Restricted stock unit vestings		118,831			1		(1	)		—			—			—
Tax withholdings related to restricted stock vesting		(16,962	)		—		(148	)		—			—			(148	)
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP")		2,663			—		23			—			—			23
Balance as of April 30, 2022		12,127,533		$	121	$	1,141,304		$	(1,091,903	)	$	(128	)	$	49,394
Comprehensive loss:
Net loss		—			—		—			(14,989	)		—			(14,989	)
Foreign currency translation adjustment		—			—		—			—			2			2
Common stock issuance, net of certain fees		68,106			1		519			—			—			520
Share-based compensation expense		—			—		551			—			—			551
Restricted stock unit vestings		102,137			1		(1	)		—			—			—
Tax withholdings related to restricted stock vesting		(6,164	)		—		(49	)		—			—			(49	)
Issuance of common stock related to ESPP		2,416			—		18			—			—			18
Balance as of July 30, 2022		12,294,028		$	123	$	1,142,342		$	(1,106,892	)	$	(126	)	$	35,447
Comprehensive loss:
Net loss		—			—		—			(5,236	)		—			(5,236	)
Foreign currency translation adjustment		—			—		—			—			24			24
Share-based compensation expense		—			—		477			—			—			477
Restricted stock unit vestings		36,807			—		—			—			—			—
Tax withholdings related to restricted stock vesting		(1,694	)		—		(13	)		—			—			(13	)
Issuance of common stock related to ESPP		2,187			—		17			—			—			17
Balance as of October 29, 2022		12,331,328		$	123	$	1,142,823		$	(1,112,128	)	$	(102	)	$	30,716

	For the nine months ended
	October 28, 2017			October 29, 2016
Operating activities
Net income (loss)	$	(15,915	)	$	(511	)
Add (deduct) items not affecting operating cash flows:
Depreciation and amortization		7,398			6,203
Provision for inventories		165			815
Deferred rent		(974	)		596
Deferred income taxes		—			(4,710	)
Share-based compensation expense		912			1,383
Other		1,003			456
Changes in assets and liabilities:
Receivables, net		(20,942	)		(7,213	)
Inventories		(13,014	)		1,341
Prepaid expenses and other current assets		765			9
Accounts payable and accrued expenses		(17,234	)		(32,706	)
Other assets and liabilities		(810	)		185
Net cash used in operating activities		(58,646	)		(34,152	)
Investing activities
Payments for capital expenditures		(3,017	)		(12,677	)
Net cash used in investing activities		(3,017	)		(12,677	)
Financing activities
Proceeds from borrowings under the Revolving Credit Facility		234,867			118,567
Repayment of borrowings under the Revolving Credit Facility		(207,991	)		(125,767	)
Repayment of borrowings under the Term Loan Facility		(9,000	)		—
Proceeds from common stock issuance, net of transaction costs		29,047			63,773
Proceeds from stock option exercises and issuance of common stock under employee stock purchase plan		40			4,731
Financing fees		(555	)		—
Net cash provided by financing activities		46,408			61,304
(Decrease) increase in cash and cash equivalents		(15,255	)		14,475
Cash and cash equivalents, beginning of period		20,978			6,230
Cash and cash equivalents, end of period	$	5,723		$	20,705

Supplemental Disclosures of Cash Flow Information
Cash payments on Tax Receivable Agreement obligation	$	—		$	22,262
Cash payments for interest		3,104			2,107
Cash payments for income taxes, net of refunds		78			319
Supplemental Disclosures of Non-Cash Investing and Financing Activities
Capital expenditures in accounts payable and accrued liabilities		89			1,447


(in thousands)	Three and Nine Months Ended October 29, 2022
Cost of products sold:
Inventory write-down	$	6,696
Selling, general and administrative expenses:
Operating lease right-of-use asset accelerated amortization		2,152
Accelerated depreciation and amortization		1,062
Employee termination costs, net (1)		556
Other advisory and liquidation costs		650
Total selling, general and administrative expenses		4,420
Total wind-down charges	$	11,116

(in thousands)	Wholesale		Direct-to-consumer		Total Net Goodwill
Balance as of October 28, 2017	$	41,435	$	—	$	41,435
Balance as of January 28, 2017	$	41,435	$	—	$	41,435


~~10.1†~~Exhibit Number		Exhibit Description

10.1		~~Severance~~First Amendment to Credit Agreement, dated as of ~~August~~September 30, ~~2017, between~~2022, by and among Vince, LLC as the borrower, the guarantors named therein, PLC Agent, LLC, as agent, and ~~Katayone Adeli~~the other lenders from time to time party thereto

~~31.1~~10.2		First Amendment to Amended and Restated Credit Agreement, dated as of September 30, 2022, by and among Vince, LLC as the borrower, the guarantors named therein, Citizens Bank, N.A., as agent, and the other lenders from time to time party thereto

10.3		Second Amendment to Credit Agreement, dated as of September 30, 2022, by and among Vince, LLC as the borrower, SK Financial Services, LLC, as agent, and the other lenders from time to time party thereto

31.1		CEO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2		CFO Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1		CEO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

32.2		CFO Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

~~101.1~~101.INS		~~Financial Statements~~Inline XBRL Instance - the instance document does not appear in the Interactive Data File because its XBRL ~~Format~~tags are embedded within the Inline XBRL document.

101.SCH		Inline XBRL Taxonomy Extension Schema

101.CAL		Inline XBRL Taxonomy Extension Calculation

101.PRE		Inline XBRL Taxonomy Extension Presentation

101.LAB		Inline XBRL Taxonomy Extension Labels

101.DEF		Inline XBRL Taxonomy Extension Definition

104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


~~Signature~~Date	~~Title~~		~~Date~~Vince Holding Corp.

December 13, 2022	By:	/s/ David Stefko
~~David Stefko~~		David Stefko
		Executive Vice President, Chief Financial Officer
		(as duly authorized officer, principal executive officer and principal financial officer)		~~December 7, 2017~~