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, 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 August 31, 2020, the registrant had 11,795,941 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.

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. 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”). The transaction closed on December 21, 2016 (the “Kellwood Sale”). St. Louis, LLC is anticipated to be wound down by or around December 2017.

This Quarterly Report on Form 10-Q, and any statements incorporated by reference herein, contains 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: the impact of the novel coronavirus (COVID-19) pandemic on our business, results of operations and liquidity; our ability to continue having 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; changes in global economics and credit and financial markets; the expected effects of the acquisition of Rebecca Taylor, Inc. and Parker Holdings, LLC (collectively, the “Acquired Businesses”) on the Company; our ability to ~~comply~~integrate the Acquired Businesses with the ~~covenants under our credit facilities;~~Company, including our ability to ~~successfully operate~~retain customers, suppliers and key employees; our ability to realize the ~~newly implemented systems, processes~~benefits of our strategic initiatives; our ability to maintain our larger wholesale partners; the loss of certain of our wholesale partners; our ability to make lease payments when due; the execution and ~~functions recently transitioned from Kellwood Company;~~management of our retail store growth plans; our ability to expand our product offerings into new product categories, including the ability to find suitable licensing partners; our ability to remediate the identified material ~~weaknesses~~weakness in our internal control over financial reporting; our ability to ~~regain compliance~~optimize our systems, processes and functions; our ability to mitigate system security risk issues, such as cyber or malware attacks, as well as other major system failures; our ability to comply with ~~the continued listing standards of the New York Stock Exchange;~~privacy-related obligations; our ability to comply with domestic and international laws, regulations and orders; changes in laws and regulations; our ability to ensure the proper operation of the distribution ~~facility~~facilities 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 and customer service;~~providers; 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~~remain competitive in the ~~off-price channels;~~areas of merchandise quality, price, breadth of selection and customer service; our ability to ~~manage excess inventory in~~keep a ~~way that will promote the long-term health of the brand; changes in consumer confidence and spending;~~strong brand image; our ability to ~~maintain projected profit margins; unusual, unpredictable and/or severe weather conditions;~~attract and retain key personnel; our ability to protect our trademarks in the ~~execution~~U.S. and ~~management of our retail store growth plans, including the availability and cost of acceptable real estate locations for new store openings;~~internationally; 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 ~~ability to expand~~current and future licensing arrangements; the extent of our product offerings into new product categories, including the ability to find suitable licensing partners; our ability to successfully implement our marketing initiatives; our ability to protect our trademarksforeign sourcing; fluctuations in the ~~U.S.~~price, availability and ~~internationally; our ability to maintain the security~~quality of electronic and other confidential information; serious disruptions and catastrophic events; changes in global economies and credit and financial markets; competition; our ability to attract and retain key personnel;raw materials; commodity, raw material and other cost increases; ~~compliance with domestic~~our reliance on independent manufacturers; seasonal and ~~international laws, regulations~~quarterly variations in our revenue and ~~orders; changes in laws~~income; further impairment of our goodwill and ~~regulations; outcomes of litigation and proceedings and the availability of insurance, indemnification and~~indefinite-lived intangible assets; competition; 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~~June 11, 2020 (the “2019 Annual Report on Form 10-K”) under the heading “Item 1A—Risk Factors.” We intend these forward-looking statements to speak only as of the ~~time~~date of this report on Form 10-Q and do not undertake to update or revise them as more information becomes available, except as required by law.

	October 28,			January 28,			August 1,			February 1,
	2017			2017			2020			2020
Assets
Current assets:
Cash and cash equivalents	$	5,723		$	20,978		$	782		$	466
Trade receivables, net		31,278			10,336			18,589			40,660
Inventories, net		51,378			38,529			92,122			66,393
Prepaid expenses and other current assets		4,045			4,768			3,483			6,725
Total current assets		92,424			74,611			114,976			114,244
Property and equipment, net		38,799			42,945			18,823			25,274
Operating lease right-of-use assets, net								89,004			94,632
Intangible assets, net		77,249			77,698			76,819			81,533
Goodwill		41,435			41,435			31,973			41,435
Deferred income taxes								—			102
Other assets		2,816			2,791			5,112			5,082
Total assets	$	252,723		$	239,480		$	336,707		$	362,302

Liabilities and Stockholders' Equity (Deficit)
Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	15,717		$	37,022		$	58,450		$	43,075
Accrued salaries and employee benefits		5,045			3,427			9,021			9,620
Other accrued expenses		11,522			9,992			11,265			14,194
Short-term lease liabilities								19,186			20,638
Current portion of long-term debt		9,000			—			2,063			2,750
Total current liabilities		41,284			50,441			99,985			90,277
Long-term debt		57,621			48,298			72,898			48,680
Deferred rent		15,927			16,892
Long-term lease liabilities								95,042			90,211
Other liabilities		137,830			137,830			416			2,354

Commitments and contingencies (Note 8)

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, 11,795,824 and 11,680,593 shares issued and outstanding at August 1, 2020 and February 1, 2020, respectively)								118			117
Additional paid-in capital		1,113,146			1,083,172			1,138,014			1,137,147
Accumulated deficit		(1,113,136	)		(1,097,137	)		(1,069,621	)		(1,006,381	)
Accumulated other comprehensive loss		(65	)		(65	)		(145	)		(103	)
Total stockholders' equity (deficit)		61			(13,981	)
Total liabilities and stockholders' equity (deficit)	$	252,723		$	239,480
Total stockholders' equity								68,366			130,780
Total liabilities and stockholders' equity							$	336,707		$	362,302

	Three Months Ended					Nine Months Ended						Three Months Ended						Six Months Ended
	October 28,			October 29,		October 28,			October 29,			August 1,			August 3,			August 1,			August 3,
	2017			2016		2017			2016			2020			2019*			2020			2019*
Net sales	$	79,067		$	75,973	$	197,934		$	204,320		$	37,022		$	92,223		$	76,040		$	166,240
Cost of products sold		42,400			38,015		110,120			110,717			23,682			48,869			46,700			84,994
Gross profit		36,667			37,958		87,814			93,603			13,340			43,354			29,340			81,246
Impairment of goodwill and intangible assets													—			19,491			13,848			19,491
Impairment of long-lived assets													—			641			13,026			641
Selling, general and administrative expenses		31,358			31,895		99,558			95,343			27,348			41,630			65,892			85,753
Income (loss) from operations		5,309			6,063		(11,744	)		(1,740	)
Loss from operations													(14,008	)		(18,408	)		(63,426	)		(24,639	)
Interest expense, net		1,693			1,023		4,013			2,909			1,022			1,221			2,047			2,580
Other expense, net		113			191		116			379
Income (loss) before income taxes		3,503			4,849		(15,873	)		(5,028	)
(Benefit) provision for income taxes		(6	)		1,469		42			(4,517	)
Net income (loss)	$	3,509		$	3,380	$	(15,915	)	$	(511	)
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 (Income) expense, net													4			9			(2,303	)		119
Loss before income taxes													(15,034	)		(19,638	)		(63,170	)		(27,338	)
Provision (benefit) for income taxes													28			(96	)		70			(49	)
Net loss												$	(15,062	)	$	(19,542	)	$	(63,240	)	$	(27,289	)
Other comprehensive loss:
Foreign currency translation adjustments													(1	)		(31	)		(42	)		(38	)
Comprehensive loss												$	(15,063	)	$	(19,573	)	$	(63,282	)	$	(27,327	)

Loss per share:
Basic loss per share												$	(1.28	)	$	(1.67	)	$	(5.39	)	$	(2.34	)
Diluted loss per share												$	(1.28	)	$	(1.67	)	$	(5.39	)	$	(2.34	)
Weighted average shares outstanding:
Basic		8,610,869			4,928,744		6,166,219			4,541,966			11,784,007			11,672,914			11,739,061			11,651,375
Diluted		8,611,308			4,947,990		6,166,219			4,541,966			11,784,007			11,672,914			11,739,061			11,651,375

* Amounts reflect the retrospective combination of the entities. See Note 11 “Related Party Transactions” for additional details.

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

Three Months Ended

Nine Months Ended

October 28,

October 29,

October 28,

October 29,

2017

2016

2017

2016

Net income (loss)

$
3,509

$
3,380

$
(15,915
)

$
(511
)
Comprehensive income (loss)

$
3,509

$
3,380

$
(15,915
)

$
(511
)

	Common Stock
	Number of Shares Outstanding			Par Value		Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders' Equity
Balance as of February 1, 2020		11,680,593		$	117	$	1,137,147		$	(1,006,381	)	$	(103	)	$	130,780
Comprehensive loss:		—			—		—			—			—			—
Net loss		—			—		—			(48,178	)		—			(48,178	)
Foreign currency translation adjustment		—			—		—			—			(41	)		(41	)
Share-based compensation expense		—			—		541			—			—			541
Restricted stock unit vestings		127,613			1		—			—			—			1
Tax withholdings related to restricted stock vesting		(38,524	)		—		(205	)		—			—			(205	)
Balance as of May 2, 2020		11,769,682		$	118	$	1,137,483		$	(1,054,559	)	$	(144	)	$	82,898
Comprehensive loss:
Net loss		—			—		—			(15,062	)		—			(15,062	)
Foreign currency translation adjustment		—			—		—			—			(1	)		(1	)
Share-based compensation expense		—			—		525			—			—			525
Restricted stock unit vestings		25,020			—		(1	)		—			—			(1	)
Tax withholdings related to restricted stock vesting		(3,135	)		—		(17	)		—			—			(17	)
Issuance of common stock related to ESPP		4,257			—		24			—			—			24
Balance as of August 1, 2020		11,795,824		$	118	$	1,138,014		$	(1,069,621	)	$	(145	)	$	68,366

	Common Stock
	Number of Shares Outstanding			Par Value		Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders' Equity
Balance as of February 2, 2019*		11,622,994		$	116	$	1,135,401		$	(1,036,188	)	$	(83	)	$	99,246
Comprehensive loss:		—			—		—			—			—			—
Net loss		—			—		—			(7,747	)		—			(7,747	)
Foreign currency translation adjustment		—			—		—			—			(7	)		(7	)
Share-based compensation expense		—			—		427			—			—			427
Cumulative effect of accounting change from adoption of ASU 2016-02		—			—		—			(589	)		—			(589	)
Restricted stock unit vestings		64,572			1		—			—			—			1
Tax withholdings related to restricted stock vesting		(23,066	)		—		(301	)		—			—			(301	)
Balance as of May 4, 2019*		11,664,500		$	117	$	1,135,527		$	(1,044,524	)	$	(90	)	$	91,030
Comprehensive loss:
Net loss		—			—		—			(19,542	)		—			(19,542	)
Foreign currency translation adjustment		—			—		—			—			(31	)		(31	)
Share-based compensation expense		—			—		527			—			—			527
Restricted stock unit vestings		15,346			—		—			—			—			—
Tax withholdings related to restricted stock vesting		(1,443	)		—		(20	)		—			—			(20	)
Balance as of August 3, 2019*		11,678,403		$	117	$	1,136,034		$	(1,064,066	)	$	(121	)	$	71,964

* Amounts reflect the retrospective combination of the entities. See Note 11 “Related Party Transactions” for additional details.

	For the nine months ended						Six Months Ended
	October 28, 2017			October 29, 2016			August 1, 2020			August 3, 2019*
Operating activities
Net income (loss)	$	(15,915	)	$	(511	)
Net loss							$	(63,240	)	$	(27,289	)
Add (deduct) items not affecting operating cash flows:
Adjustment to Tax Receivable Agreement Liability								(2,320	)		—
Impairment of goodwill and intangible assets								13,848			19,491
Impairment of long-lived assets								13,026			641
Depreciation and amortization		7,398			6,203			3,654			5,403
Provision for inventories		165			815
Deferred rent		(974	)		596
Provision for bad debt								2,001			5
Amortization of deferred financing costs								277			282
Deferred income taxes		—			(4,710	)		102			—
Share-based compensation expense		912			1,383			1,066			954
Other		1,003			456
Other, net								—			(304	)
Changes in assets and liabilities:
Receivables, net		(20,942	)		(7,213	)		20,067			1,188
Inventories		(13,014	)		1,341			(25,740	)		(3,711	)
Prepaid expenses and other current assets		765			9			3,135			(16	)
Accounts payable and accrued expenses		(17,234	)		(32,706	)		11,775			(512	)
Other assets and liabilities		(810	)		185			1,097			(1,452	)
Net cash used in operating activities		(58,646	)		(34,152	)		(21,252	)		(5,320	)
Investing activities
Payments for capital expenditures		(3,017	)		(12,677	)		(1,597	)		(1,860	)
Net cash used in investing activities		(3,017	)		(12,677	)		(1,597	)		(1,860	)
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
Proceeds from borrowings under the Revolving Credit Facilities								106,048			144,215
Repayment of borrowings under the Revolving Credit Facilities								(82,548	)		(137,269	)
Proceeds from borrowings under the Revolving Credit Facilities - Acquired Businesses								—			10,760
Repayment of borrowings under the Revolving Credit Facilities - Acquired Businesses								—			(8,310	)
Repayment of borrowings under the Term Loan Facilities								—			(1,375	)
Tax withholdings related to restricted stock vesting								(222	)		(321	)
Proceeds from stock option exercises, restricted stock vesting, and issuance of common stock under employee stock purchase plan								24			1
Financing fees		(555	)		—			(225	)		(1	)
Net cash provided by financing activities		46,408			61,304			23,077			7,700
(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
Increase in cash, cash equivalents, and restricted cash								228			520
Effect of exchange rate changes on cash, cash equivalents, and restricted cash								(14	)		(14	)
Cash, cash equivalents, and restricted cash, beginning of period								647			361
Cash, cash equivalents, and restricted cash, end of period								861			867
Less: restricted cash at end of period								79			152
Cash and cash equivalents per balance sheet at end of period							$	782		$	715

Supplemental Disclosures of Cash Flow Information
Cash payments on Tax Receivable Agreement obligation	$	—		$	22,262
Cash payments for interest		3,104			2,107			1,622			1,970
Cash payments for income taxes, net of refunds		78			319			(153	)		171
Supplemental Disclosures of Non-Cash Investing and Financing Activities
Capital expenditures in accounts payable and accrued liabilities		89			1,447			270			—

Deferred financing fees in accrued liabilities								300			—

* Amounts reflect the retrospective combination of the entities. See Note 11 “Related Party Transactions” for additional details.

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 ~~owns~~continues to own and ~~operates~~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. The Vince business is now the sole operating business of VHC.

On November 3, 2019, Vince, LLC, ~~is anticipated to be wound down by or around December 2017.~~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. Because the Acquisition was a transaction between commonly controlled entities, accounting principles generally accepted in the United States of America (“GAAP”) requires the retrospective combination of the entities for all periods presented as if the combination had been in effect since the inception of common control. Accordingly, the Company’s unaudited financial statements included in this Quarterly Report on Form 10-Q (this “Quarterly Report”), including for the three and six months ended August 3, 2019, reflect the retrospective combination of the entities as if the combination had been in effect since inception of common control. See Note 11 “Related Party Transactions” for further information.

(A) Description of Business: ~~Established in 2002, Vince~~The Company is a global contemporary group, consisting of three brands: Vince, Rebecca Taylor, and Parker. Vince, established in 2002, 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 its edited core collection of ultra-soft cashmere knits and cotton tees, Vince has evolved into~~Rebecca Taylor, founded in 1996 in New York City, is a ~~global~~high-end women’s contemporary lifestyle brand ~~and destination for both~~inspired by beauty in the everyday.Parker, founded in 2008 in New York City, is a contemporary women’s ~~and men’s apparel and accessories.~~ fashion brand that is trend focused.The Company reaches its customers through a variety of channels, specifically through major wholesale department stores and specialty stores in the United States (“U.S.”) and select international markets, as well as through the Company’s branded retail locations and the Company’s ~~website.~~websites. The Company designs products in the U.S. and sources the vast majority of products from contract manufacturers outside the U.S., primarily in Asia. Products are manufactured to meet the Company’s product specifications and labor standards.

(B) Basis of Presentation: The accompanying condensed consolidated financial statements have been prepared in conformity with ~~accounting principles generally accepted in the United States of America (“GAAP”)~~GAAP and the rules and regulations of the U.S. Securities and Exchange Commission ~~(the “SEC”~~(“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted. Therefore, these financial statements should be read in conjunction with VHC’s audited financial statements for the fiscal year ended ~~January 28, 2017,~~February 1, 2020, as set forth in the ~~2016~~2019 Annual Report on Form 10-K.

The condensed consolidated financial statements include the Company’s accounts and the accounts of the Company’s wholly-owned subsidiaries as of ~~October 28, 2017.~~August 1, 2020. All intercompany accounts and transactions have been eliminated. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) and disclosures necessary ~~to make the information stated therein not misleading.~~for a fair statement. The results of operations for these periods are not necessarily comparable to, or indicative of, results of any other interim period or the fiscal year as a whole.

As noted above, the Company’s unaudited financial statements included in this Quarterly Report, including for the three and six months ended August 3, 2019, reflect the retrospective combination of the entities as if the combination had been in effect since inception of common control. See Note 11 “Related Party Transactions” for further information.

(C) ~~Reverse Stock Split:~~Use of EstimatesAt: The preparation of financial statements in conformity with GAAP requires that management make estimates and assumptions that affect the ~~close~~reported amounts of ~~business on October 23, 2017,~~assets and liabilities and disclosure of contingent assets and liabilities at 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~~date of the financial statements which affect revenues and expenses during the period reported. Estimates are adjusted when necessary to reflect actual experience. Significant estimates and assumptions may affect many items in the ~~market opened on October 24, 2017.Pursuant~~financial statements. Actual results could differ from estimates and assumptions in amounts that may be material to the ~~Reverse Stock Split, every 10 shares~~consolidated financial statements.

The Company considered the novel coronavirus (“COVID-19”) related impacts to its estimates including the impairment of property and equipment and operating lease right-of-use (“ROU”) assets, the impairment of goodwill and intangible assets, accounts receivable and inventory valuation, the liability associated with our tax receivable agreement, and the assessment of our liquidity. These estimates may change as the current situation evolves or new events occur.

(D) COVID 19: The spread of COVID-19, which was declared a pandemic by the World Health Organization in March 2020, has caused state and municipal public officials to mandate jurisdiction-wide curfews, including “shelter-in-place” and closures of most non-essential businesses as well as other measures to mitigate the spread of the virus.

In light of the COVID-19 pandemic, we have taken various measures to improve our liquidity as described below. Based on these measures and our current expectations, we believe that our sources of liquidity will generate sufficient cash flows to meet our obligations during the next twelve months from the date these financial statements are issued.

The following summarizes the various measures we have implemented and continue to implement as well as the impacts from the COVID-19 pandemic during the three and six months ended August 1, 2020.

As a result of store closures and the decline in projected cash flows, the Company recognized a non-cash impairment charge related to property and equipment and operating lease ROU assets to adjust the carrying amounts of certain store locations to their estimated fair value. During the six months ended August 1, 2020, the Company recorded an impairment of property and equipment and operating lease ROU assets of $4,470 and $8,556, respectively. The impairment charges are recorded within impairment of long-lived assets on the condensed consolidated statement of operations and comprehensive loss. There were ~~automatically converted into one share of common stock. No fractional shares were issued if,~~no such impairment charges recorded for the three months ended August 1, 2020.

The Company incurred a non-cash impairment charge on goodwill and intangible assets as a result of the ~~Reverse Stock Split,~~decline in long-term projections due to COVID-19. See Note 2, “Goodwill and Intangible Assets” for additional information;

In addition, affiliates of Sun Capital, who own approximately 72% of the outstanding shares of the Company’s common stock (see Note 11 “Related Party Transactions” for further discussion regarding our relationship with Sun Capital) have ~~been entitled~~committed through July 31, 2021 to ~~a fractional share. Instead, each stockholder was entitled~~provide financial support to ~~receive a cash payment based~~the Company of up to $8,000 upon the occurrence of certain events and conditions.

COVID-19 pandemic remains highly volatile and continues to evolve on a ~~pre-split cash in lieu rate of $0.48,~~daily basis, which ~~was~~could negatively affect the ~~average closing price per share on the New York Stock Exchange for the five consecutive trading days immediately preceding October 23, 2017.~~

~~The number of authorized shares of common stock has also been reduced from 250,000,000 to 100,000,000.~~ ~~The Company had increased the number of authorized shares from 100,000,000 to 250,000,000 on September 6, 2017 in connection with the closing~~outcome of the ~~2017 Rights Offering and related 2017 Investment Agreement (each as defined below) on September 8, 2017.~~

~~The accompanying financial statements and notes~~measures intended to ~~the financial statements give retroactive effect to the Reverse Stock Split for all periods presented, unless otherwise noted.~~The calculation of basic and diluted net earnings (loss) per share, as presented in the condensed consolidated statements of operations, have been determined based on a retroactive adjustment of weighted average shares outstanding for all periods presented. ~~To reflect the~~ ~~reverse stock split on shareholders’ equity, the Company reclassified an amount equal to the par value~~address its impact and/or our current expectations of the ~~reduced shares~~Company’s future business performance. Factors such as continued temporary closures and/or reclosures of our stores, distribution centers and corporate facilities as well as those of our wholesale partners; declines and changes in consumer behavior including traffic, spending and demand and resulting build-up of excess inventory; supply chain disruptions; our and our business partners’ ability to access capital sources and maintain compliance with credit facilities; as well as our ability to collect receivables and diversion of corporate resources from key business activities and compliance efforts could continue to adversely affect the ~~common stock par value account to the additional paid in capital account, resulting in no net impact to shareholders' equity on the condensed consolidated balance sheets.~~Company’s business, financial condition, cash flow, liquidity and results of operations.

~~(D)~~(E) Sources and Uses of Liquidity: The Company’s sources of liquidity are cash and cash equivalents, cash flows from operations, if any, borrowings available under the 2018 Revolving Credit Facility (as defined below) and the Company’s ability to access capital markets. The Company’s primary cash needs are funding working capital requirements, meeting debt service requirements, ~~paying amounts due under the Tax Receivable Agreement~~ and capital expenditures for new stores and related leasehold improvements.

~~Since fiscal 2015~~(F) Revenue Recognition: The Company recognizes revenue when performance obligations identified under the terms of contracts with its customers are satisfied, which generally occurs upon the transfer of control in accordance with the contractual terms and conditions of the sale. Sales are recognized when the control of the goods are transferred to the customer for the Company’s wholesale business, upon receipt by the customer for the Company’s e-commerce business, and at the time of sale to the consumer for the Company’s retail business. See Note 10 “Segment Financial Information” for disaggregated revenue amounts by segment.

Revenue associated with gift cards is recognized upon redemption and unredeemed balances are considered contract liability and recorded within other accrued expenses, which are subject to escheatment within the jurisdictions in which it operates. As of August 1, 2020 and February 1, 2020, contract liability was $1,549 and $1,585, respectively. For the three and six months ended August 1, 2020, the Company ~~made significant strategic decisions~~recognized $39 and ~~investments~~$107, respectively, of revenue that was previously included in contract liability as of February 1, 2020.

(G) Recent Accounting Pronouncements: Except as noted below, the Company has considered all recent accounting pronouncements and has concluded that there are no recent accounting pronouncements that may have a material impact on its Consolidated Financial Statements, based on current information.

In August 2018, the Financial Accounting Standards Board's ("FASB") issued ASU 2018-15: “Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract”. The ASU is intended to ~~reset~~align the requirements for capitalization of implementation costs incurred in a cloud computing arrangement that is a service contract with the existing guidance for internal-use software. This guidance is effective for fiscal years and ~~support~~interim periods within those years beginning after December 15, 2019. The guidance provides flexibility in adoption, allowing for either retrospective adjustment or prospective adjustment for all implementation costs incurred after the ~~future growth~~date of adoption. The Company adopted the ~~Vince brand. Management believes these significant investments~~guidance on February 2, 2020, the first day of fiscal 2020,which did not have a material effect on the Company’s condensed consolidated financial statements.

In June 2016, the FASB issued ASU 2016-13: "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments". The ASU requires an impairment model (known as the current expected credit loss ("CECL") model) that is based on expected losses rather than incurred losses. Under the new guidance, each reporting entity should estimate an allowance for expected credit losses, which is intended to result in more timely recognition of losses. The new standard applies to trade receivables arising from revenue transactions. Under ASC 606, revenue is recognized when, among other criteria, it is probable that an entity will collect the consideration it is entitled to when goods or services are ~~essential~~transferred to a customer. When trade receivables are recorded, they become subject to the ~~commitment~~CECL model and estimates of expected credit losses on trade receivables over their contractual life will be required to ~~developing a strong foundation from which~~be recorded at inception based on historical information, current conditions, and reasonable and supportable forecasts. This guidance is effective for smaller reporting companies for annual periods beginning after December 15, 2022, including the interim periods in the year. Early adoption is permitted. Management is currently evaluating the impact of this ASU on the consolidated financial statements.

In December 2019, the FASB issued ASU 2019-12: “Income Taxes (ASC 740): Simplifying the Accounting for Income Taxes.” The guidance simplifies the approach for intraperiod tax allocations, the methodology for calculating income taxes in an interim period, and the recognition of deferred tax liabilities for outside basis differences. The guidance also clarifies and simplifies other areas of ASC 740. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15,

2020. Early adoption is permitted. Management is currently evaluating the impact of this ASU on the consolidated financial statements.

(H) Revision: The Company ~~can drive consistent profitable growth~~identified an error in the consolidated statement of cash flows for the ~~long term. In order to enhance the Company’s liquidity position in support of these investments, the Company performed the following actions:~~

~~For the~~ fiscal year ended January 28, 2017 and the quarters ended April 29, 2017 and July 28, 2017, considering the historical sales performance of the Company, actions of lenders and certain vendors, and the difficulties to project the current retail environment, management had concluded that then existing conditions in the business raised substantial doubt about the Company’s ability to meet its financial obligations, specifically to comply with the Consolidated Net Total Leverage Ratio under its Term Loan Facility, and therefore continue as a going concern within one year after the date those financial statements were issued. The Company disclosed in its Annual Report on Form 10-K for the fiscal year ended January 28, 2017 and its Quarterly Report on Form 10-Q for the quarters ended April 29, 2017 and July 28, 2017 a number of potential mitigating actions management was taking which couldmaterial individually or in the aggregate ~~alleviate~~to the ~~substantial doubt, however none~~previously issued financial statements. However, because of the significance of these ~~actions~~adjustments, the Company has revised its consolidated statement of cash flows for each period noted above. These revisions had ~~been executed at~~no impact on the ~~time~~consolidated balance sheets, consolidated statements of operations or consolidated statements of comprehensive income (loss) for the ~~applicable financial statements were issued and therefore could not be considered as mitigating events under the applicable accounting standards.~~periods nor did it have an impact on total cash flows from operating, investing or financing activities.

During, and subsequent to the quarter ended July 29, 2017, management has fully executed the actions below in order to alleviate the substantial doubt regarding the Company’s ability to continue as a going concern and to satisfy the Company’s liquidity needs:

Management believes that as of October 28, 2017, the above actions have alleviated the substantial doubt regarding the Company’s ability to continue as a going concern and satisfy the Company’s liquidity needs during the next twelve months from the date the financial statements are issued.

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

During the first quarter of fiscal 2020, the Company determined that a triggering event had occurred as a result of changes to the Company’s long-term projections driven by the impacts of COVID-19. The Company performed an interim quantitative impairment assessment of goodwill and intangible assets.

The Company determined the fair value of the Vince wholesale reportable segment using a combination of the market and income approach. Step one of the assessment determined that the fair value was below the carrying amount by $9,462, and as a result the Company recorded a goodwill impairment charge of $9,462 within Impairment of goodwill and intangible assets on the condensed consolidated statement of operations and comprehensive loss for the six months ended August 1, 2020. There were no impairment charges for the three months ended August 1, 2020. The Company recorded a goodwill impairment charge of $2,129 related to the Rebecca Taylor and Parker reportable segment for the three and six months ended August 3, 2019.

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~~.12

~~The Company 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.~~

The Company elected to perform a quantitative assessment on its 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 the Company’s tradename intangible asset exceeded its carrying value. The Company estimated the fair value of ~~its~~the Vince and Rebecca Taylor tradename indefinite-lived intangible ~~asset~~assets using ~~a discounted cash flow valuation analysis,~~the relief from royalty method and determined that the fair value of the Vince and Rebecca Taylor tradenames were below their carrying amounts. Significant assumptions utilized in these analyses included projected revenue growth rates, royalty rates and discount rates. Accordingly, the Company recorded an impairment charge for the Vince and Rebecca Taylor tradename indefinite-lived intangible assets of $4,386, which ~~is based~~was recorded within Impairment of goodwill and intangible assets on the ~~“relief from royalty” methodology.~~condensed consolidated statement of operations and comprehensive loss for the six months ended August 1, 2020. There were no such impairment charges for the three months ended August 1, 2020.

The Company recorded an impairment charge associated with the Rebecca Taylor and Parker tradename indefinite-lived intangible assets of $11,247 and $6,115 of impairment charges for the Rebecca Taylor and Parker customer relationships which are recorded within Impairment of goodwill and intangible assets on the condensed consolidated statement of operations and comprehensive loss for the three and six months ended August 3, 2019. In accordance with ASC 350, indefinite-lived intangibles should be reassessed each reporting period to determine whether events or circumstances continue to support an indefinite life. Based on the impairment charge calculated, the Company determined that the indefinite life classification was no longer appropriate for the Parker tradename. Accordingly, the Company determined a 10-year useful life was more appropriate and began amortizing the Parker tradename beginning in the third quarter of fiscal 2019.

Amortization of identifiable intangible assets was ~~$149~~$163 and ~~$150~~$328 for the three and six months ended ~~October 28, 2017 and October 29, 2016,~~August 1, 2020, respectively and ~~$449~~$634 and ~~$449~~$1,268 for the ~~nine~~three and six months ended ~~October 28, 2017 and October 29, 2016,~~August 3, 2019, respectively. The estimated amortization expense for identifiable intangible assets is ~~$598~~$655 for each fiscal year for the next five fiscal years.

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

The Company did not have any non-financial assets or non-financial liabilities recognized at fair value on a recurring basis at ~~October 28, 2017~~August 1, 2020 or ~~January 28, 2017.~~February 1, 2020. At ~~October 28, 2017~~August 1, 2020 and ~~January 28, 2017,~~February 1, 2020, the Company believes that the carrying value of cash and cash equivalents, receivables, and accounts payable approximates 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~~$75,973 as of ~~October 28, 2017~~August 1, 2020 are at variable interest rates. The carrying value of the Company’s 2018 Revolving Credit Facility (as defined below) approximates fair value as the stated interest rate approximates market rates ~~and management estimates that~~currently available to the Company, which are considered Level 2 inputs. The fair value of the Company’s ~~outstanding debt obligations~~2018 Term Loan Facility (as defined below) was approximately ~~$58,000~~$26,000 as of August 1, 2020 based upon ~~quoted prices in markets~~an estimated market value calculation that ~~are not active,~~factors principal, time to maturity, interest rate, and current cost of debt, which is considered a Level 23 input.

The Company’s non-financial assets, which primarily consist of goodwill, intangible assets, operating lease 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.

The fair value of property and equipment and ROU assets was determined using a discounted cash-flow model that utilized Level 3 inputs. The measurement of fair value of these assets is considered a Level 3 valuation based on certain unobservable inputs including projected cash flows and estimates that would be used by market participants in valuing these or similar assets. The Company makes estimates regarding future operating results based on its experience and knowledge of market factors in which the retail location is located. The Company’s retail locations are reviewed for impairment at the retail location level, which is the lowest level at which individual cash flows can be identified.

The following tables present the non-financial assets the Company measured at fair value on a non-recurring basis for the six months ended August 1, 2020, based on such fair value hierarchy:

⁽¹⁾Recorded within Impairment of long-lived assets on the Condensed Consolidated Statements of Operations and Comprehensive Loss. See Note 1 “Description of Business and Summary of Significant Accounting Policies – (D) COVID-19” for additional information.

⁽²⁾ Recorded within Impairment of goodwill and intangible assets on the Condensed Consolidated Statements of Operations and Comprehensive Loss. See Note 1 “Description of Business and Summary of Significant Accounting Policies – (D) COVID-19” for additional information.

On ~~November 27, 2013, in connection with the closing of the IPO and Restructuring Transactions,~~August 21, 2018, Vince, LLC entered into a $27,500 senior secured term loan facility (the “2018 Term Loan Facility”) pursuant to a credit agreement by and among Vince, LLC, as the borrower, VHC and Vince Intermediate ~~Holding,~~Holdings, 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~~as guarantors, Crystal Financial, LLC, as administrative agent and collateral agent, and the other lenders 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.thereto. The 2018 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,subject 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 effectprincipal equal to such amortization payment; (iii) prohibits the Company from making any payments on the Tax Receivable Agreement (see Note 11 “Related Party Transactions” for further information) before the first amortization payment referenced above is made or if the Borrowers are not current on any2.5% of the foregoing amortization payments; (iv) increases the applicable margin by 2.0% per annum on all term loan borrowings; (v) requires the Borrowers to pay a fee to consenting term lenders equal to 0.5% of the outstandingoriginal aggregate principal amount of ~~such lender’s term loans as of~~ the ~~effective date of the~~2018 Term Loan Amendment; (vi) eliminates the Borrower’s ability to designate subsidiaries as unrestricted and to make certain payments, restricted payments and investments with certain funds considered “available excess amount” (as defined in the Term Loan Facility); (vii) eliminates the uncommitted incremental facility; and (viii) limits certain intercompany transactions between a loan party and a non-loan party subsidiary. The Term Loan Amendment became effective on September 8, 2017 when the Company received $30,000 of gross proceeds in connectionFacility, 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 2018 Term Loan Facility at a rate ~~of either (i)~~equal to the ~~Eurodollar~~90-day LIBOR rate (subject to a ~~1.00%~~0% floor) plus an applicable ~~margin of 7.00% or (ii)~~margins subject to a pricing grid based on a minimum Consolidated EBITDA (as defined in the ~~base rate applicable margin of 6.00%.~~credit agreement for the 2018 Term Loan Facility) calculation. During the continuance of ~~a payment or bankruptcy event~~certain specified events of default, interest will accrue ~~(i)~~ on the ~~overdue principal~~outstanding 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 the non-default interest rate then applicable to base rate loans.~~ amount. The 2018 Term Loan Facility ~~requires Vince, LLC~~matures on the earlier of August 21, 2023 and ~~Vince Intermediate to make mandatory prepayments upon~~ the ~~occurrence~~maturity date 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 yearthe 2018 Revolving Credit Facility (as defined below).

The 2018 Term Loan Facility contains a requirement that Vince, LLC ~~and Vince Intermediate~~ maintain a ~~“Consolidated Net Total Leverage Ratio”~~Consolidated Fixed Charge Coverage Ratio (as defined in the credit agreement for the 2018 Term Loan Facility) 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~~

0.85:1.00 for the ~~Agreement, to the Borrowers in order to increase, dollar for dollar, Consolidated EBITDA for such~~ fiscal quarter ended November 3, 2018, 1.00:1.00 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~~ended February 2, 2019, 1.20:1.00 for the fiscal quarter ~~period there shall be at least two~~ended May 4, 2019, 1.35:1.00 for the fiscal quarter ending August 3, 2019, 1.50:1.00 for the 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 the term of the Agreement;~~ending November 2, 2019 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~~February 1, 2020 and 1.75:1.00 for the ~~test periods from July 2017 through~~fiscal quarter ending May 2, 2020 and ~~including April 2019.~~

each fiscal quarter thereafter. In addition, the 2018 Term Loan Facility contains customary representations and warranties, other covenants, and events of default, including but not limited to, 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, and distributions and dividends. The 2018 Term Loan Facility generally permits dividends to the extent that no default or event of default is continuing or would result from ~~the~~a 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 Facility are guaranteed by VHC and any future material domestic restricted subsidiaries of Vince, LLC and secured by a lien on substantially all of the assets of VHC, Vince, LLC and Vince Intermediate and any future material domestic restricted subsidiaries. As of October 28, 2017, after giving effect to the waiver described above, the Company was in compliance with applicable covenants.

Through October 28, 2017, on an inception to date basis, the Company has made 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 debt outstanding under the Term Loan Facility.

On November 27, 2013, Vince, LLC entered into a $50,000 senior secured revolving credit facility (as amended 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 the Revolving Credit Facility, that among other things, increased the aggregate commitments under the facility from $50,000 to $80,000, subject to a loan cap which is the lesser of (i) the Borrowing Base, as defined in the loan agreement, (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.

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 for an increase in aggregate commitments up to $20,000. Effective with the second amendment, interest is payable on the loans under the Revolving Credit Facility at either the LIBOR or the Base Rate, in each case, plus an 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 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 as its prime rate; (ii) the Federal Funds Rate for such day, plus 0.50%; and (iii) the LIBOR Rate for a one month interest period as determined on such day, plus 1.0%. During the continuance of an event of default and at the election of the required lender, interest will accrue at a rate of 2% in excess of the applicable non-default rate.

The Revolving Credit Facility also contains representations and warranties, other covenants and events of default that are customary for this type of financing, including limitations on the incurrence of additional indebtedness, liens, negative pledges, guarantees, investments, loans, asset sales, mergers, acquisitions, prepayment of other debt, the repurchase of capital stock, transactions with affiliates, and the ability to change the nature of the Company’s business or its fiscal year. The Revolving Credit Facility generally permits dividends in the absence of any event of default (including any event of default arising from the contemplated dividend), so long as (i) after giving pro forma effect to the contemplated dividend 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 (as defined in the credit agreement for the 2018 Term Loan Facility) 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), and (iii) the pro forma Fixed Charge Coverage Ratio after giving effect to such contemplated dividend is no less than the minimum Consolidated Fixed Charge Coverage Ratio for such quarter. In addition, the 2018 Term Loan Facility is subject to a Borrowing Base (as defined in the credit agreement of the 2018 Term Loan Facility) which can, under certain conditions, result in the imposition of a reserve under the 2018 Revolving Credit Facility. As of ~~October 28, 2017,~~August 1, 2020, the Company was in compliance with applicable ~~financial~~ covenants.

The ~~second amendment replaced and superseded all side letters previously~~2018 Term Loan Facility also contains an Excess Cash Flow (as defined in the credit agreement for the 2018 Term Loan Facility) sweep requirement in which Vince, LLC remits 50% of Excess Cash Flow reduced on a dollar-for-dollar basis by any voluntary prepayments of the 2018 Term Loan Facility or the 2018 Revolving Credit Facility (to the extent accompanied by a permanent reduction in commitments) during such fiscal year or after the fiscal year but prior to the date of the excess cash flow payment, to be applied to the outstanding principal balance commencing 10 business days after the filing of the Company’s Annual Report on Form 10-K starting from fiscal year ending February 1, 2020. There was no such payment due for fiscal year ended February 1, 2020.

On March 30, 2020, Vince, LLC entered into ~~between~~the Limited Waiver and Amendment (the “Second Term Loan Amendment”) to the 2018 Term Loan Facility. The Second Term Loan Amendment postponed the amortization payment due on April 1, 2020, with 50% of such payment to be paid on July 1, 2020 and the remainder to be paid on October 1, 2020 and modifies certain reporting obligations.

On June 8, 2020, Vince, LLC entered into the Third Amendment (the “Third Term Loan Amendment”) to the 2018 Term Loan Facility. The Third Term Loan Amendment, among others, (i) temporarily suspends the Consolidated Fixed Charge Coverage Ratio covenant through the delivery of a compliance certificate relating to the fiscal quarter ended July 31, 2021 (such period, the “Extended Accommodation Period”); (ii) requires Vince, LLC to maintain Fixed Charge Coverage Ratio of 1.0 to 1.0 in the event the excess availability under the 2018 Revolving Credit Facility is less than (x) $10,000 between September 6, 2020 and ~~BofA.~~January 9, 2021 and (y) $12,500 between January 10, 2021 and January 31, 2021 and (z) $15,000 during all other times during the Extended Accommodation Period; (ii) revises the Fixed Charge Coverage Ratio required to be maintained following the Extended Accommodation Period (commencing with the fiscal month ending July 31, 2021) to be 1.50 to 1.0 for the fiscal quarter ending July 31, 2021 and 1.75 to 1.0 for each fiscal quarter thereafter; (iii) waives the amortization payments due on July 1, 2020 and October 1, 2020 (including the amortization payment due on April 1, 2020 that was previously deferred under the Second Term Loan Amendment); (iv) for any fiscal four quarter period ending prior to or on October 30, 2020, increasing the cap on certain items eligible to be added back to Consolidated EBITDA to 27.5% from 22.5%; and (iv) during the Extended Accommodation Period, allows Vince, LLC to cure any default under the applicable Fixed Charge Coverage Ratio covenant by including any amount provided by equity or subordinated debt (which amount shall be at least $1,000) in the calculation of excess availability under the 2018 Revolving Credit Facility so that the excess availability is above the applicable threshold described above.

The Third Term Loan Amendment also (a) waives certain events of default; (b) temporarily revises the applicable margin to be 9.0% for one year after the Third Term Loan Amendment effective date (2.0% of which is to be accrued but not payable in cash until the first anniversary of the Third Term Loan Amendment effective date) and after such time and through the Extended Accommodation Period, 9.0% or 7.0% depending on the amount of Consolidated EBITDA; (c) increases the LIBOR floor from 0% to 1.0%; (d) eliminates the Borrower’s and any loan party’s ability to designate subsidiaries as unrestricted and to make certain payments, restricted payments and investments during the Extended Accommodation Period; (e) resets the prepayment premium to 3.0% of the prepaid amount if prepaid prior to the first anniversary of the Third Term Loan Amendment Effective Date, 1.5% of the prepaid amount if prepaid prior to the second anniversary of the Third Term Loan Amendment Effective Date and 0% thereafter; (f) imposes a requirement to pay down the 2018 Revolving Credit Facility to the extent cash on hand exceeds $5,000 on the last day of each week; (g) permits 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 Term Loan Facility on terms reasonably acceptable to Crystal; (h) extends 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 ending August 1, 2020 to July 31, 2020 and October 29, 2020, respectively, and (i) grants ongoing relief through September 30, 2020 with respect to certain covenants regarding the payment of lease obligations.

As a result of the Third Term Loan Amendment, the Company incurred $383 of additional financing costs. In accordance with ASC Topic 470, “Debt”, the Company accounted for this amendment as a debt modification and has recorded $233 of the financing costs paid to third parties within selling, general and administrative expenses on the condensed consolidated statement of operations and comprehensive loss for the six months ended August 1, 2020. The remaining $150 of financing costs are recorded as deferred debt issuance costs which will be amortized over the remaining term of the 2018 Term Loan Facility and are included in accrued liabilities on the condensed consolidated balance sheet as of August 1, 2020.

Through August 1, 2020, on an inception to date basis, the Company had made repayments totaling $2,750 in the aggregate on the 2018 Term Loan Facility. As of August 1, 2020, the Company had $24,750 of debt outstanding under the 2018 Term Loan Facility.

Interest is payable on the loans under the 2018 Revolving Credit Facility at either the LIBOR or the Base Rate, in each case, with applicable margins subject to a pricing grid based on an 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 Citizens as its prime rate; (ii) the Federal Funds Rate for such day, plus 0.5%; and (iii) the LIBOR Rate for a one month interest period as determined on such day, plus 1.00%. During the continuance of certain specified events of default, at the election of Citizens, interest will accrue at a rate of 2.0% in excess of the applicable non-default rate.

The 2018 Revolving Credit Facility 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 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, 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 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 20.0% of the Loan Cap and $10 million and (ii) after giving pro forma effect to the contemplated dividend, the Consolidated Fixed Charge Coverage Ratio for the 12 months preceding such dividend 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 25.0% of the Loan Cap and $12,500). As of August 1, 2020, the Company was in compliance with applicable covenants.

On November 1, 2019, Vince, LLC entered into First Amendment (the “First Revolver Amendment”) to the 2018 Revolving Credit Facility, which provides 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. Simultaneously, Vince, LLC entered into a Joinder Amendment to the credit agreement of the 2018 Term Loan Facility whereby the Acquired Businesses became guarantors under the 2018 Term Loan 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, increases 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 “Accommodation Period”) (ii) temporarily revising the eligibility of certain account debtors during the 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) waives events of default; (b) temporarily increases the applicable margin on all borrowings of revolving loans by 0.75% per annum during the Accommodation Period and increases the LIBOR floor from 0% to 1.0%; (c) eliminates 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 Extended Accommodation Period; (d) temporarily suspends the Fixed Charge Coverage Ratio covenant through the Extended Accommodation Period; (e) requires 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 is 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 Extended Accommodation Period; (f) imposes a requirement (y) to pay down the 2018 Revolving Loan Facility to the extent cash on hand exceeds $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) permits 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) establishes a method for imposing a successor reference rate if LIBOR should become unavailable, (i) extends 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 ending August 1, 2020 to July 31, 2020 and October 29, 2020, respectively, and (j) grants ongoing relief through September 30, 2020 with respect to certain covenants regarding the payment of lease obligations.

As a result of the Third Revolver Amendment, the Company incurred $375 of additional deferred financing costs. In accordance with ASC Topic 470, “Debt”, the Company accounted for this amendment as a debt modification and has recorded the additional deferred financing costs as deferred debt issuance costs which will be amortized over the remaining term of the 2018 Revolving Credit Facility. Financing costs of $150 are included in accrued liabilities on the condensed consolidated balance sheet as of August 1, 2020.

As of ~~October 28, 2017, $29,882~~August 1, 2020, $34,696 was available under the 2018 Revolving Credit Facility, net of the ~~amended~~ loan cap, and there were ~~$32,076~~$51,223 of borrowings outstanding and ~~$8,041~~$5,308 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~~August 1, 2020 was ~~3.9%~~2.8%.

On July 23, 2014, Parker Lifestyle, LLC, as borrower, and Sun Capital Partners V, L.P., as guarantor, entered into a Loan Authorization Agreement with BMO Harris Bank N.A., as lender, for a revolving credit facility. On December 21, 2016, that facility was amended to include Rebecca Taylor, Inc. The maximum credit line was $25,000 (the "BMO Obligations") subject to a maximum credit limit, which required that the sum of ~~January 28, 2017, $27,157 was available under~~(i) the ~~Revolving Credit Facility, net~~aggregate principal amounts of loans outstanding, (ii) the ~~amended loan cap, and there were $5,200 of borrowings outstanding and $7,474~~aggregate undrawn stated

amount of letters of credit ~~outstanding~~issued under the ~~Revolving Credit Facility. The weighted average interest rate for borrowings outstanding~~credit facility, and (iii) the aggregate amount of any unreimbursed draws under any letters of credit issued, shall not exceed the credit limit. Any letters of credit issued under the ~~Revolving Credit Facility as of January 28, 2017 was 4.3%.~~

~~On June 22, 2017, Vince, LLC entered into a~~BMO Obligations credit facility agreement with the Bank of Montreal to issue 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 securedwere subject to the ~~terms~~same maximum credit line. On November 3, 2019, in conjunction with the acquisition of ~~an intercreditor agreement between BofA and Bank~~the Acquired Businesses, $19,099, plus accrued interest, 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 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~~consideration was used to ~~repay the principal amount of~~pay-off the outstanding ~~loans~~debt obligation 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.this facility. On ~~October 31, 2017,~~November 3, 2019, at the request of the Company and upon the satisfaction of certain release conditions, the BMO ~~LC Line was released upon satisfaction~~Obligations were released.

Inventories consisted of ~~the above release conditions.~~finished goods. As of August 1, 2020 and February 1, 2020, finished goods, net of reserves were $92,122 and $66,393, respectively.

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. 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,~~August 1, 2020, there were ~~148,103~~332,368 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. Restricted stock units (“RSUs”) granted vest in equal installments over a three-year period or vest in equal installments over four years, subject to the employees’ continued ~~employment.~~ employment, except for RSUs issued under the exchange offer described below.

The Company maintains an employee stock purchase plan (“ESPP”) for its employees. Under the ESPP, all eligible employees may contribute up to 10% of their base compensation, up to a maximum contribution of $10 per year. The purchase price of the stock is 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 expense for the difference between the fair market value and the discounted purchase price of the Company’s Stock. During the ~~nine~~six months ended ~~October 28, 2017, 4,244~~August 1, 2020, 4,257 shares of common stock were issued under the ESPP. During the ~~nine~~six months ended ~~October 29, 2016, the activity~~August 3, 2019, no shares of common stock were issued under the ~~ESPP was not significant.~~ESPP. As of ~~October 28, 2017,~~August 1, 2020, there were ~~94,979~~86,878 shares available for future issuance under the ~~ESPP, as adjusted to reflect the Reverse Stock Split.~~ESPP.

A summary of stock option activity for both employees and non-employees for the ~~nine~~six months ended ~~October 28, 2017~~August 1, 2020 is as follows:

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.

A summary of restricted stock unit activity for the ~~nine~~six months ended ~~October 28, 2017~~August 1, 2020 is as follows:

The Company recognized share-based compensation expense of ~~$429~~$525 and ~~$638 (including~~$527, including expense of ~~$296~~$48 and $42, respectively, related to ~~non-employees)~~non-employees, during the three months ended ~~October 28, 2017~~August 1, 2020 and ~~October 29, 2016,~~August 3, 2019, respectively. The Company recognized share-based compensation expense of ~~$912~~$1,066 and ~~$1,383 (including~~$954, including expense of ~~$709~~$99 and $82, respectively, related to ~~non-employees)~~non-employees, during the ~~nine~~six months ended ~~October 28, 2017~~August 1, 2020 and ~~October 29, 2016,~~August 3, 2019, respectively.

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, 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 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~~ In periods when we have a ~~1-for-10 reverse stock split of its common stock. The~~net loss, share-based awards are excluded from our 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:

Because the Company incurred a net loss for the ~~nine~~three and six months ended ~~October 28, 2017~~August 1, 2020 and ~~October 29, 2016,~~August 3, 2019, weighted-average basic shares and weighted-average diluted shares outstanding are equal for ~~these~~the 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 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, were excluded from the computation of 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.

On ~~May 5, 2017,~~September 7, 2018, a complaint was filed in the United States District Court for the Eastern District of New York ~~on behalf of a putative class of~~by certain stockholders (collectively, the ~~Company’s stockholders,~~“Plaintiff”), naming the Company as well as ~~Brendan Hoffman,~~David Stefko, the Company’s Interim Chief Executive Officer and ~~David Stefko,~~Chief Financial Officer, one of the Company’s ~~Executive Vice President, Chief Financial Officer,~~directors, certain of the Company’s former officers and directors, and Sun Capital Partners, Inc. and certain of its affiliates, as defendants. The complaint generally ~~alleged~~alleges that the Company and the named ~~officers~~parties made false and/or misleading statements and/or failed to disclose matters relating to the transition of ~~its~~the Company’s ERP systems from Kellwood. The complaint brings causes of action for violations of Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and Rule 10b-5 promulgated under the Exchange Act against the Company and the named parties and for violations of Section 20(a) of the Exchange Act against the individual parties, Sun Capital Partners, Inc. and its affiliates. The complaint sought unspecified monetary damages and unspecified costs and fees. On ~~October 2, 2017, the parties agreed~~January 28, 2019, in response to our motion to dismiss the original complaint, the Plaintiff filed an amended complaint, naming the same defendants as parties and asserting the same causes of action as those stated in ~~its~~the original complaint. On September 9, 2020, the two complaints were dismissed in their entirety ~~without prejudice. Accordingly,~~and the ~~parties filed~~Plaintiff’s request for leave to replead was denied.

On September 6, 2019, Vince, LLC received a ~~stipulation~~favorable judgment from the second instance court in the People’s Republic of ~~dismissal,~~China in connection with a trademark infringement case. The judgment awarded Vince, LLC approximately $700 in damages and fees, net of applicable taxes, which was ~~granted on October 6, 2017, dismissing all claims without prejudice.~~included in general and administrative expense in the accompanying condensed consolidated statement of operations and comprehensive income. This amount was subsequently paid in full to Vince, LLC by the defendants in the case in the fourth quarter of fiscal 2019.

~~The~~Additionally, 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.

~~In January 2017,~~During the ~~Financial Accounting Standards~~ ~~Board (“FASB”) issued guidance~~ ~~to simplify~~first quarter of fiscal 2019, 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, 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 of awards as either equity or liabilities and classification on the statement 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 tax benefits and deficiencies from share-based compensation are recognized as income 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 the current period. As a result of the adoption of this guidance, the Company recognized an increase of $2,350 to deferred tax assets related to net operating loss carryforwards for the excess tax benefits related to share-based compensation and also recognized an increase of an equal amount in the valuation allowance against such increase of deferred tax assets. As permitted by the new guidance, the Company elected to account for forfeitures as they occur which resulted in an increase 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 classificat~~ASU No. 2016-02: “ion of deferred taxes, which requires entities to classify deferred tax assets and liabilities as noncurrent in the consolidated balance sheet. Currently, deferred tax assets and liabilities must 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. The Company adopted the new guidance on January 29, 2017 and, as a result of the full valuation allowance previously recorded against the Company’s deferred tax assets, it did not have a material effect on the Company’s Leases (topic 842)~~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 of cost 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.

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 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~~ROU lease assets and lease liabilities on the balance sheet for those leases ~~currently~~that were previously classified as operating leases. The ~~guidance is required to be~~Company adopted ~~retrospectively by restating all years~~the standard on February 3, 2019, the first day of fiscal 2019 instead of the earliest period presented in the ~~Company’s~~ financial ~~statements. The guidance is effective for interim and annual periods beginning after December 15, 2018.~~ statements per ASU No. 2018-11: “Leases (Topic 842): Targeted improvements.” The Company ~~is currently evaluating~~recognized a $589 cumulative effect adjustment in retained earnings at the beginning of the period of adoption which resulted from the impairment of select operating lease ROU assets of $416 related to stores whose fixed assets had been previously impaired and for which the initial carrying value of the ROU assets were determined to be above fair market value and $173 of cumulative correction of an immaterial error in prior period rent expense.

As a result of COVID-19, the Company did not initially make certain rent payments in the first and second quarter of fiscal 2020. The Company has recognized any rent payments not made within accounts payable in the accompanying condensed consolidated balance sheet and has continued to recognize rent expense in the condensed consolidated statement of operations and comprehensive loss. As a result of discussions with landlords and amendments to existing lease terms, the Company has since made rent payments for certain leases. The Company considered the FASB’s recent guidance regarding lease modifications as a result of the effects of COVID-19 and elected to apply the temporary practical expedient to account for lease changes as variable rent unless an amendment results in a substantial change in the Company's lease obligations. As of August 1, 2020, the impact of ~~adopting this guidance on~~applying the temporary practical expedient was not material to the condensed consolidated financial statements.

~~In May 2014,~~Total lease cost is included in cost of sales and SG&A in the ~~FASB issued new guidance on revenue recognition accounting, which requires entities~~accompanying condensed consolidated statement of operations and comprehensive income 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 ~~recognize revenue when promised goods or services are transferred to customers~~exclude these short-term leases from our ROU asset and ~~in an amount that reflects the consideration to which the entity expects to be entitled in exchange~~lease liabilities. Short term lease costs were immaterial for ~~those goods or services. Since its issuance, the FASB~~ ~~has amended several aspects~~three and six months ended August 1, 2020 and August 3, 2019. The Company’s lease cost is comprised of the ~~new guidance.~~ Infollowing:

During the six months ended August 2015, the FASB elected to defer the effective dates for this guidance, which is now effective for interim and annual periods beginning on or after December 15, 2017. The Company is currently assessing the impact of the adoption of the new guidance on its consolidated financial statements. The Company’s assessment efforts to-date have included reviewing current accounting policies, processes and arrangements to identify potential differences that could arise from the application of the new guidance. While the assessment is not complete,1, 2020, the Company ~~currently believes that some~~recorded right-of-use assets impairment of approximately $8,556. There was no such impairment for the ~~potential impacts of implementing the new standard will include a change in the balance sheet presentation of sales return reserves which will be recorded as a separate asset~~three months ended August 1, 2020 and ~~liability versus the current net presentation~~August 3, 2019 and ~~increased footnote disclosures. The Company currently anticipates adopting this standard using the modified retrospective method.~~six months ended August 3, 2019.

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:

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~~February 1, 2020 included in the ~~2016~~2019 Annual Report on Form

10-K. 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 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 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.

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 Month Ended August 1, 2020
Net Sales ⁽¹⁾	$	17,159	$	15,051		$	4,812		$	—		$	37,022
Income (loss) before income taxes		4,404		(5,525	)		(3,063	)		(10,850	)		(15,034	)

Three Month Ended August 3, 2019
Net Sales ⁽²⁾	$	43,393	$	27,958		$	20,872		$	—		$	92,223
Income (loss) before income taxes ⁽³⁾		15,327		54			(20,655	)		(14,364	)		(19,638	)

Six Month Ended August 1, 2020
Net Sales ⁽¹⁾	$	27,852	$	33,136		$	15,052		$	—		$	76,040
Income (loss) before income taxes ⁽⁴⁾ ⁽⁵⁾ ⁽⁶⁾		3,813		(22,384	)		(9,215	)		(35,384	)		(63,170	)

Six Month Ended August 3, 2019
Net Sales ⁽²⁾	$	70,748	$	55,725		$	39,767		$	—		$	166,240
Income (loss) before income taxes ⁽³⁾		23,108		1,092			(21,421	)		(30,117	)		(27,338	)

⁽¹⁾ Net sales for the Rebecca Taylor and Parker reportable segment for the three and six months ended August 1, 2020 consisted of $2,565 and $9,723 through wholesale distribution channels and $2,247 and $5,329 through direct-to-consumer distribution channels, respectively.

⁽²⁾ Net sales for the Rebecca Taylor and Parker reportable segment for the three and six months ended August 3, 2019 consisted of $15,456 and $29,535 through wholesale distribution channels and $5,416 and $10,232 through direct-to-consumer distribution channels, respectively.

⁽³⁾Rebecca Taylor and Parker reportable segment includes non-cash impairment charges of $20,132, of which $2,129 is related to goodwill, $17,362 is related to intangible assets and $641 is related to property and equipment for the three and six months ended August 3, 2019.

⁽⁴⁾Vince Direct-to-consumer reportable segment includes a non-cash impairment charge of $11,725 related to property and equipment and ROU assets for the six months ended August 1, 2020.

⁽⁵⁾ Rebecca Taylor and Parker reportable segment includes non-cash impairment charges of $1,687, of which $386 is related to the Rebecca Taylor tradename and $1,301 is related to property and equipment and ROU assets for the six months ended August 1, 2020.

⁽⁶⁾ Unallocated Corporate for the six months ended August 1, 2020 includes a benefit from the re-measurement of the liability related to the Tax Receivable Agreement of $2,320 and non-cash impairment charges of 13,462, of which $9,462 is related to goodwill and $4,000 is related to the Vince tradename.

On ~~July 13, 2017,~~November 4, 2019, Vince, LLC ~~(“Vince”), an indirect wholly-owned subsidiary of the Company,~~ entered into an ~~agreement~~Equity Purchase Agreement (the ~~“Sourcing Arrangement”~~“Purchase Agreement”) with ~~Rebecca Taylor, Inc. (“RT”) relating~~CLG, providing for the Acquisition by Vince, LLC of 100% of the equity interests of the Acquired Businesses from CLG. The Acquisition was consummated effective on November 3, 2019.

The aggregate purchase price for the Acquisition was $19,730, which amount was used to satisfy all outstanding obligations under the ~~purchase~~credit facility of the Acquired Businesses and ~~resale~~for the payment of certain ~~Vince branded finished goods (“Vince Goods”), whereby RT has agreed to~~compensation expenses. The 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”)~~was paid in cash 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% offunded under the ~~RT price.~~2018 Revolving Credit Facility which was upsized simultaneously with the Acquisition, as described in Note 4 “Long-Term Debt and Financing Arrangements”.

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.

RTCLG is owned by affiliates of Sun Capital. Sun Capital ~~Partners, Inc., whose affiliates owned~~beneficially owns approximately 73% of the ~~outstanding~~Company’s common ~~stock of~~stock. The Acquisition was reviewed and approved by 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.

~~In connection with the consummation~~Special Committee of the Company’s ~~IPO on November 27, 2013, Vince, LLC entered into~~Board of Directors, consisting solely of directors not affiliated with Sun Capital, who was represented by independent financial and legal advisors.

The Acquisition is treated for accounting purposes as a ~~Shared Services Agreement with Kellwood (the “Shared Services Agreement”), pursuant to which Kellwood would provide support services in various areas. As~~transaction by entities under common control within the scope of ASC Topic 805 “Business Combinations”. This guidance requires the retrospective combination of the ~~end~~entities for all periods presented as if the combination had been in effect since inception of common control. Therefore, the Company’s audited financial statements for the fiscal ~~2016,~~year ended February 2, 2019, now reflect the retrospective combination of the entities. Additionally, the combination of the entities reflects the historical balance sheet data for the Acquired Businesses. This presentation constitutes a change in reporting entity.

During fiscal 2019, the Company ~~completed the transition~~incurred $3,571 of ~~all functions~~transaction and ~~systems from Kellwood~~other related costs related to the Company’s own systems or processes as well as to third-party service providers. In connection with the Kellwood Sale, the Shared Services Agreement was contributed to St. Louis, LLC. St. Louis, LLC continues to provide certain services, including those related to historical records 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.

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.Acquisition.

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 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% 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.

During the first quarter of fiscal 2020, the obligation under the Tax Receivable Agreement was adjusted as a result of changes in the levels of projected pre-tax income, primarily as a result of COVID-19. The adjustment resulted in a net decrease of $2,320 to the liability under the Tax Receivable Agreement with the corresponding adjustment accounted for within Other (income) expense, net on the consolidated statement of operations and comprehensive loss.As of ~~October 28, 2017,~~August 1, 2020, 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 tprojected future pre-tax income.~~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.~~

~~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.~~

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.

As of December 21, 2016, CLG entered into an Amended and Restated Consulting Agreement with Sun Capital Management for a period of 10 years with automatic one-year extensions thereafter. This agreement maintained the provision of substantially all consulting and advisory services by Sun Capital Management and restated the annual management fee payable by CLG between $550 and $650 per year in quarterly installments.

During the three and six months ended ~~October 28, 2017~~August 1, 2020 and ~~October 29, 2016,~~August 3, 2019, the Company incurred expenses of $6 and $180 and $11 and ~~$27,~~$339, respectively, under the Sun Capital Consulting Agreement. ~~During the nine months ended October 28, 2017 and October 29, 2016, the Company incurred expenses of $29 and $80, respectively, under the Sun Capital Consulting Agreement.~~

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,”~~Quarterly Report, 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~~Restructuring Transactions and prior to the Kellwood Sale. References to “Vince,” “Rebecca Taylor” or “Parker” refer only to the referenced brands.

On November 3, 2019, Vince, LLC, 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”). Because the Acquisition was a transaction between commonly controlled entities, GAAP requires the retrospective combination of the entities for all periods presented as if the combination had been in effect since the inception of common control. Accordingly, the Company’s financial statements included in this Quarterly Report, including for the three and six months ended August 3, 2019, reflect the retrospective combination of the entities as if the combination had been in effect since inception of common control. See Note 11 “Related Party Transactions” to the condensed consolidated financial statements in this Quarterly Report for further information.

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 1A—Risk Factors” of this ~~report on Form 10-Q~~Quarterly Report as well as in our ~~2016~~2019 Annual Report on Form 10-K.

The spread of COVID-19, which was declared a pandemic by the World Health Organization in March 2020, has caused state and municipal public officials to mandate jurisdiction-wide curfews, including “shelter-in-place” and closures of most non-essential businesses as well as other measures to mitigate the spread of the virus.

The following summarizes the various measures we have implemented and continue to implement as well as the impacts from the COVID-19 pandemic during and the three and six months ended August 1, 2020.

As a result of store closures and the decline in projected cash flows, the Company recognized a non-cash impairment charge related to property and equipment and operating lease right-of-use (“ROU”) assets to adjust the carrying amounts of certain store locations to their estimated fair value. During the six months ended August 1, 2020, the Company recorded an impairment of property and equipment and operating lease ROU assets of $4,470 and $8,556, respectively. The impairment charges are recorded within impairment of long-lived assets on the condensed consolidated statement of operations and comprehensive loss on the condensed consolidated financial statements in this Quarterly Report. There were no such impairment charges recorded for the three months ended August 1, 2020.

The Company incurred a non-cash impairment charge on goodwill and intangible assets as a result of the decline in long-term projections. See Note 2, “Goodwill and Intangible Assets” to the condensed consolidated financial statements in this Quarterly Report for additional information;

The COVID-19 pandemic remains highly volatile and continues to evolve on a daily basis. See Item 1A. Risk Factors — "The COVID-19 pandemic has adversely affected, and is expected to 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.

~~Established~~We are a global contemporary group, consisting of three brands: Vince, Rebecca Taylor and Parker. On November 3, 2019, we completed 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. See Note 11 “Related Party Transactions ” to the condensed consolidated financial statements in this Quarterly Report for additional information.

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 collection~~range of ~~ultra-soft cashmere knits and cotton tees,~~luxury products, Vince ~~has evolved into a global lifestyle brand and destination for both~~offers women’s and men’s ~~apparel~~ready-to-wear and ~~accessories.~~accessories through 48 full-price retail stores, 14 outlet stores, and its e-commerce site, vince.com and through its subscription service Vince ~~products are sold~~Unfold, vinceunfold.com, as well as through premium wholesale channels globally.

Rebecca Taylor, founded in ~~prestige distribution worldwide, including approximately 2,400 distribution locations across more than 40 countries. While we have recently experienced~~1996 in New York City, is a ~~decline in sales, we believe that we can generate growth~~high-end women’s contemporary lifestyle brand inspired 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 profitabilitybeauty in the ~~Wholesale segment~~everyday. The Rebecca Taylor collection is available at six full-price retail stores, through its e-commerce site at rebeccataylor.com and through its subscription service Rebecca Taylor RNTD at rebeccataylorrntd.com, as well as through high-end department and specialty stores worldwide.

Parker, founded in ~~the future~~2008 in New York City, is a contemporary women’s fashion brand that is trend focused. The Parker collection is available at parkerny.com as well as through high-end department and ~~to enable management to focus on other areas of growth for the brand, particularly in the Direct-to-consumer segment.~~specialty stores worldwide.

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 in ~~two~~three segments: Vince Wholesale, Vince Direct-to-consumer and ~~Direct-to-consumer.~~Rebecca Taylor and Parker.

Comparable sales include our e-commerce sales in order to align with how we manage our brick-and-mortar retail stores and e-commerce online store as a combined single direct-to-consumer channel of distribution. 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.

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.

As a result of ~~October 28, 2017, our products~~the extensive temporary store closures due to the COVID-19 pandemic, comparable sales are sold at 2,385 doors through our wholesale partners in the U.S. and international markets and we operated 55 retail stores, including 41 full price stores and 14 outlet stores, throughout the United States.

~~The following is~~not a ~~summary of highlights during the three months ended October 28, 2017:~~

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												Six Months Ended
	August 1, 2020						August 3, 2019*						August 1, 2020						August 3, 2019*
				% of Net						% of Net						% of Net						% of Net
	Amount			Sales			Amount			Sales			Amount			Sales			Amount			Sales
(in thousands, except per share data, store counts and percentages)
Statements of Operations:
Net sales	$	37,022			100.0	%	$	92,223			100.0	%	$	76,040			100.0	%	$	166,240			100.0	%
Cost of products sold		23,682			64.0	%		48,869			53.0	%		46,700			61.4	%		84,994			51.1	%
Gross profit		13,340			36.0	%		43,354			47.0	%		29,340			38.6	%		81,246			48.9	%
Impairment of goodwill and intangible assets		—			0.0	%		19,491			21.1	%		13,848			18.2	%		19,491			11.7	%
Impairment of long-lived assets		—			0.0	%		641			0.7	%		13,026			17.1	%		641			0.4	%
Selling, general and administrative expenses		27,348			73.9	%		41,630			45.1	%		65,892			86.7	%		85,753			51.6	%
Loss from operations		(14,008	)		(37.8	)%		(18,408	)		(20.0	)%		(63,426	)		(83.4	)%		(24,639	)		(14.8	)%
Interest expense, net		1,022			2.8	%		1,221			1.3	%		2,047			2.7	%		2,580			1.6	%
Other (Income) expense, net		4			0.0	%		9			0.0	%		(2,303	)		(3.0	)%		119			0.0	%
Loss before income taxes		(15,034	)		(40.6	)%		(19,638	)		(21.3	)%		(63,170	)		(83.1	)%		(27,338	)		(16.4	)%
Provision (benefit) for income taxes		28			0.1	%		(96	)		(0.1	)%		70			0.1	%		(49	)		0.0	%
Net loss	$	(15,062	)		(40.7	)%	$	(19,542	)		(21.2	)%	$	(63,240	)		(83.2	)%	$	(27,289	)		(16.4	)%
Loss per share:
Basic loss per share	$	(1.28	)				$	(1.67	)				$	(5.39	)				$	(2.34	)
Diluted loss per share	$	(1.28	)				$	(1.67	)				$	(5.39	)				$	(2.34	)

Three Months Ended ~~October 28, 2017~~August 1, 2020 Compared to Three Months Ended ~~October 29, 2016~~August 3, 2019

Net sales for the three months ended ~~October 28, 2017~~August 1, 2020 were ~~$79,067, increasing $3,094,~~$37,022, decreasing $55,201, or ~~4.1%~~59.9%, versus ~~$75,973~~$92,223 for the three months ended ~~October 29, 2016. Net sales by reportable segment are as follows:~~August 3, 2019.

Net sales from our Wholesale segment increased $1,771, or 3.5%, to $52,990 in the three months ended October 28, 2017 from $51,219 in 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 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%~~69.2% to ~~$36,667~~$13,340 for the three months ended ~~October 28, 2017 versus $37,958~~August 1, 2020 from $43,354 in the prior year ~~third~~first quarter. As a percentage of sales, gross margin was ~~46.4%~~36.0%, compared with ~~50.0%~~47.0% in the prior year ~~third~~first quarter. The total gross margin rate decrease was primarily driven by the following factors:

Impairment of goodwill and intangible assets for the three months ended August 3, 2019 was $19,491 which includes impairment of $2,129 related to goodwill, $11,247 related to indefinite-lived tradenames, and $6,115 related to definite-lived customer lists, all related to the Rebecca Taylor and Parker segment.

Impairment of long-lived assets for the three months ended August 3, 2019 was $641 which was related to retail store assets of Rebecca Taylor.

Selling, general and administrative (“SG&A”)expenses for the three months ended ~~October 28, 2017~~August 1, 2020 were ~~$31,358,~~$27,348, decreasing ~~$537,~~$14,282, or ~~1.7%~~34.3%, versus ~~$31,895~~$41,630 for the three months ended ~~October 29, 2016.~~August 3, 2019. SG&A expenses as a percentage of sales were ~~39.7%~~73.9% and ~~42.0%~~45.1% for the three months ended ~~October 28, 2017~~August 1, 2020 and ~~October 29, 2016,~~August 3, 2019, respectively. The change in SG&A expenses compared to the prior fiscal year period iswas primarily due to:

~~Income~~Interest expense decreased $199, or 16.3%, to $1,022 in the three months ended August 1, 2020 from ~~operations~~ $1,221 in the three months ended August 3, 2019 due to the composition of debt and lower interest rates.

~~by segment~~Other (income) expense, net decreased $5 to $4 in the three months ended August 1, 2020 from $9 in the three months ended August 3, 2019.

Provision for income taxes for the three months ended ~~October 28, 2017 and October 29, 2016 is summarized in the following table:~~

~~Operating income from our Wholesale segment decreased $1,962, or 10.7%,~~August 1, 2020 was $28 as compared to ~~$16,454 in~~benefit of $96 for the three months ended ~~October 28, 2017 from $18,416 in~~August 3, 2019. Our effective tax rate for the three months ended ~~October 29, 2016 primarily driven by a decrease in gross margin.~~

~~Operating income from our Direct-to-consumer segment increased $2,010, or 203.0%~~August 1, 2020 and August 3, 2019 was 0.2% and (0.5%), ~~to $3,000 in~~respectively. The effective tax rate for the three months ended ~~October 28, 2017~~August 1, 2020 and August 3, 2019 differed from ~~$990 in~~ the ~~three months ended October 29, 2016~~U.S. statutory rate of 21% primarily ~~driven by~~due to the ~~sales increase discussed above and lower SG&A expenses as a result~~impact of ~~labor, rent and other cost savings initiatives and~~ the ~~timing of marketing and advertising spending,~~valuation allowance established against our deferred tax assets partly offset by ~~an increase~~state and foreign taxes.

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

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.

Net sales from our Vince Wholesale segment decreased $26,234, or ~~65.5%~~60.5%, to ~~$1,693~~$17,159 in the three months ended ~~October 28, 2017~~August 1, 2020 from ~~$1,023~~$43,393 in the three months ended ~~October 29, 2016~~August 3, 2019, primarily due to ~~higher overall average borrowings on~~ the ~~Revolving Credit Facility as well as increased financing fees~~reduction of order receipts as a result of the ~~amendments~~temporary closure of our wholesale partner’s doors due to ~~the Term Loan Facility and Revolving Credit Facility.~~COVID-19.

~~Other expense, net~~Income from operations from our Vince Wholesale segment decreased ~~$78, or 40.8%,~~$10,923, to ~~$113~~$4,404 in the three months ended ~~October 28, 2017~~August 1, 2020 from ~~$191~~$15,327 in the three months ended ~~October 29, 2016.~~August 3, 2019 primarily due to the aforementioned decrease in sales, the unfavorable impact of year-over-year adjustments to inventory reserves and the unfavorable impact associated with the deleverage of supply chain costs.

Net sales from our Vince Direct-to-consumer segment decreased $12,907, or 46.2%, to $15,051 in the three months ended ~~October 28, 2017~~August 1, 2020 from $27,958 in the three months ended August 3, 2019. The decrease in sales was primarily due to the temporary store closures of our domestic and international retail locations due to COVID-19. Since August 3, 2019, two net new stores have opened, bringing our total retail store count to 62 (consisting of 48 full price stores and 14 outlet stores) as of August 1, 2020, compared to 60 (consisting of 45 full price stores and 15 outlet stores) as of August 3, 2019.

Our Vince Direct-to-consumer segment had a loss from operations of $5,525 in the three months ended August 1, 2020 compared to an income of $54 in the three months ended August 3, 2019. The decrease was primarily driven by lower net sales, related to temporary store closures as noted above.

Net sales from our Rebecca Taylor and Parker segment decreased $16,060, or 76.9%, to $4,812 in three months ended August 1, 2020 from $20,872 in the three months ended August 3, 2019 primarily due to a $12,891 decrease in wholesale sales and a $3,169 decrease in the direct-to-consumer channels primarily due to temporary store closures of our domestic retail locations alongside other retailers, including our wholesale partners.

Loss from operations from our Rebecca Taylor and Parker segment decreased $17,592, or 85.2%, to $3,063 in the three months ended August 1, 2020 from $20,655 in the three months ended August 3, 2019. The decrease was primarily driven by the impairment of goodwill, intangible assets, and long-lived assets recognized during fiscal 2019.

Net sales for the six months ended August 1, 2020 were $76,040, decreased $90,200, or 54.3%, versus $166,240 for the six months ended August 3, 2019.

Gross profit decreased 63.9% to $29,340 for the six months ended August 1, 2020 from $81,246 in the prior year first quarter. As a percentage of sales, gross margin was 38.6%, compared with 48.9% in the prior year first quarter. The total gross margin rate decrease was primarily driven by the following factors:

Impairment of goodwill and intangible assets for the six months ended August 1, 2020 was $13,848 which includes impairment of $9,462 related to goodwill and $4,386 related to indefinite-lived tradenames.

Impairment of long-lived assets for the six months ended August 1, 2020 was $13,026 which includes impairment of $4,470 related to property and equipment and $8,556 related to operating lease ROU assets.

Selling, general and administrative (“SG&A”)expenses for the six months ended August 1, 2020 were $65,892, decreasing $19,861, or 23.2%, versus $85,753 for the six months ended August 3, 2019. SG&A expenses as a percentage of sales were 86.7% and 51.6% for the six months ended August 1, 2020 and August 3, 2019, respectively. The change in SG&A expenses compared to the prior fiscal year period was primarily due to:

Interest expense decreased $533, or 20.7%, to $2,047 in the six months ended August 1, 2020 from $2,580 in the six months ended August 3, 2019 due to the composition of debt and lower interest rates.

Other (income) expense, net decreased $2,422 to $(2,303) in the six months ended August 1, 2020 from $119 in the six months ended August 3, 2019. The change was primarily attributable to a $2,320 benefit from re-measurement of $6the liability related to the Tax Receivable Agreement (“TRA”). See Note 11 “Related Party Transactions” to the condensed consolidated financial statements in this Quarterly Report for further information.

Provision for income taxes for the six months ended August 1, 2020 was $70 as compared to a ~~provision~~benefit of ~~$1,469~~$49 for the ~~three~~six months ended ~~October 29, 2016.~~August 3, 2019. Our effective tax rate for the ~~three~~six months ended ~~October 28, 2017~~August 1, 2020 and ~~October 29, 2016~~August 3, 2019 was ~~0.2%~~0.1% and ~~30.3%~~0.2%, respectively. The effective tax rate for the ~~three~~six months ended ~~October 28, 2017~~August 1, 2020 and August 3, 2019 differed from the U.S. statutory rate of ~~35%~~21% primarily due to the impact of the valuation allowance established against our deferred tax assets partly offset by state and foreign taxes. ~~The effective tax rate for~~

Net sales from our Vince Wholesale segment decreased $42,896, or 60.6%, to $27,852 in the ~~three~~six months ended ~~October 29, 2016 differed~~August 1, 2020 from $70,748 in the ~~U.S. statutory rate of 35%~~six months ended August 3, 2019, primarily due to the delay and cancellation of order receipts as a result of the temporary closure of our wholesale partner’s doors due to COVID-19.

Loss from operations from our Vince Wholesale segment decreased $19,295, to $3,813 in the six months ended August 1, 2020 from income of $23,108 in the six months ended August 3, 2019 primarily due to the aforementioned decrease in sales, the unfavorable impact of ~~certain non-deductible executive compensation costs~~year-over-year adjustments to inventory and ~~state taxes, offset by~~accounts receivable reserves and the unfavorable impact associated with the deleverage of ~~a change in projected pre-tax income.~~supply chain costs.

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

~~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:~~

Net sales from our ~~wholesale~~Vince Direct-to-consumer segment decreased ~~$7,967,~~$22,589, or ~~5.9%~~40.5%, to ~~$127,647~~$33,136 in the ~~nine~~six months ended ~~October 28, 2017,~~August 1, 2020 from ~~$135,614~~$55,725 in the ~~nine~~six 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 aAugust 3, 2019. The decrease in ~~average unit retail.~~sales was primarily due to the temporary store closures of our domestic and international retail locations due to COVID-19. Since ~~October 29, 2016, one~~August 3, 2019, two net new ~~store has~~stores have opened, bringing our total retail store count to 5562 (consisting of 48 full price stores and 14 outlet stores) as of ~~October 28, 2017,~~August 1, 2020, compared to 5460 (consisting of 45 full price stores and 15 outlet stores) as of August 3, 2019.

Our Vince Direct-to-consumer segment had a loss from operations of $22,384 in the ~~end~~six months ended August 1, 2020 compared to income of $1,092 in the six months ended August 3, 2019. The decrease was primarily driven by lower net sales, related to temporary store closures as noted above, as well as the impairment of the ~~prior year period.~~property and equipment and operating lease ROU assets.

Net sales from our Rebecca Taylor and Parker segment decreased ~~6.2%~~$24,715, or 62.1%, to ~~$87,814 for the nine~~$15,052 in six months ended ~~October 28, 2017 versus $93,603~~August 1, 2020 from $39,767 in the ~~prior year. As~~six months ended August 3, 2019 primarily due to a ~~percentage of~~$19,813 decrease in wholesale sales ~~gross margin was 44.4%, compared with 45.8%~~and a $4,902 decrease in the ~~prior year.~~direct-to-consumer channels primarily due to temporary store closures of our domestic retail locations alongside other retailers, including our wholesale partners.

Loss from operations from our Rebecca Taylor and Parker segment decreased $12,206, or 57.0%, to $9,215 in the six months ended August 1, 2020 from $21,421 in the six months ended August 3, 2019. The ~~total gross margin rate~~ decrease was primarily driven by the ~~following factors:~~

~~SG&A expenses~~ for the nine months ended October 28, 2017 were $99,558, increasing $4,215, or 4.4%, versus $95,343 for the nine months ended October 29, 2016. SG&A expenses as a percentage of sales were 50.3% and 46.7% for the nine months ended October 28, 2017 and October 29, 2016, respectively. The change in SG&A expenses compared to the priorlong-lived assets recognized during fiscal ~~year period is primarily due to:~~

~~Loss from operations~~ ~~by segment for the nine months ended October 28, 2017 and October 29, 2016 is summarized in the following table:~~

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 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 effective tax rate for the nine months ended October 28, 2017 and October 29, 2016 was 0.3% and 89.8%, respectively. The effective tax rate for the nine months ended October 28, 2017 differed from the U.S. statutory rate of 35% primarily due to the impact of the valuation allowance established against our deferred tax assets partly offset by state taxes. Our effective tax rate for the nine months ended October 29, 2016 differed from the U.S. statutory rate of 35% primarily due to the impact of certain non-deductible executive compensation costs as well as state taxes.2019.

Our sources of liquidity are cash and cash equivalents, cash flows from operations, if any, borrowings available under the 2018 Revolving Credit Facility and our ability to access capital markets. 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~~light of the ~~actions~~COVID-19 pandemic, we have taken ~~by management~~various measures to improve our liquidity as described in below. We believe that our sources of liquidity~~Note 1 “Description of Business and Basis of Presentation~~ will generate sufficient~~— (D) Sources and Uses of Liquidity” have alleviated the substantial doubt regarding the Company’s ability~~ cash flows to ~~continue as a going~~ ~~concern and satisfy the Company’s liquidity needs~~meet our obligations during the next twelve months from the date the financial statements are issued. ~~See~~ ~~Note 1 “Description of Business and Basis of Presentation~~ ~~— (D) Sources and Uses of Liquidity” within~~

On June 8, 2020, Vince, LLC entered into the ~~notes~~Third Amendment (the “Third Revolver Amendment”) to the ~~Condensed~~2018 Revolving Credit Facility and the Third Amendment (the “Third Term Loan Amendment”) to the 2018 Term Loan Credit Facility. The Third Revolver Amendment, among others, temporarily increased availability under the facility’s borrowing base by increasing the aggregate commitments to $110,000 from $100,000 through November 30, 2020 and revising certain eligibility criteria of trade receivables to be included in the borrowing base during that period, as well as waived certain events of default. The Third Term Loan Amendment, among others, temporarily suspended the requirement to maintain a specified Consolidated ~~Financial Statements~~Fixed Charge Coverage Ratio through the delivery of a compliance certificate relating to the fiscal quarter ending July 31, 2021, and replaced it with a springing covenant, under which the obligation to maintain a specified Consolidated Fixed Charge Coverage Ratio of 1.0 to 1.0 is triggered only when the excess availability under the 2018 Revolving Credit Facility falls below $15,000, or for the period between September 6, 2020 and January 9, 2021, $10,000, and for the period between January 10, 2021 and January 31, 2021, $12,500. The Third Term Loan Amendment also revised the Consolidated Fixed Charge Coverage Ratio required to be maintained following the period of the covenant suspension such that the required ratio is now 1.50 to 1.0 for the fiscal quarter ending July 31, 2021 and 1.75 to 1.0 for each fiscal quarter thereafter, as well as waived certain events of default. See Note 4 “Long-Term Debt and Financing Arrangements” to the condensed consolidated financial statements in this Quarterly Report for more details on ~~Form 10-Q~~these amendments.

(*) Six month ended August 3, 2019 amounts reflect the retrospective combination of the entities. See Note 11 “Related Party Transactions” to the condensed consolidated financial statements in this Quarterly Report 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 Ratio (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 on a pro

~~forma basis immediately before and after giving effect to such amortization payment. See “Financing Activities – Term Loan Facility” below for further information regarding 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”) and the Company commenced a rights offering (the “2017 Rights Offering”). The 2017 Rights Offering expired on August 30, 2017 and 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 used a portion of the net proceeds received from the 2017 Rights Offering 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.

Net cash used in operating activities during the ~~nine~~six months ended ~~October 28, 2017~~August 1, 2020 was ~~$58,646,~~$21,252, which consisted of a net loss of ~~$15,915,~~$63,240, impacted by non-cash items of ~~$8,504~~$31,654 and cash provided by working capital of $10,334. Net cash provided by working capital primarily resulted from a cash inflow of $20,067 in receivables, net primarily driven by timing of collections and a cash inflow of $11,775 in accounts payable and accrued expenses, primarily due to the timing of payments to vendors offset by cash outflow in inventory of $25,740 primarily due to the timing of receipts.

Net cash used in operating activities during the six months ended August 3, 2019 was $5,320, which consisted of a net loss of $27,289, impacted by non-cash items of $26,472 and cash used in working capital of ~~$51,235.~~$4,503. Net cash used in working capital primarily resulted from a cash ~~outflow~~inflow of ~~$20,942~~$1,188 in receivables, net ~~primarily driven~~offset by ~~the timing of collections,~~ a cash outflow in ~~accounts payable~~inventories and ~~accrued expenses~~other assets and liabilities of ~~$17,234 due to the timing of payments to vendors~~$3,711 and ~~a cash outflow of $13,014 in inventories.~~

Net cash used in operating activities during the nine months ended October 29, 2016 was $34,152, which consisted of a net loss of $511, impacted by non-cash items of $4,743 and cash used in working capital of $38,384. Net cash used in working capital primarily resulted from a cash outflow in accounts payable and accrued expenses of $32,706, primarily due to the payment of $22,262, including accrued interest, under the Tax Receivable Agreement with Sun Cardinal and a cash outflow of $7,213 in receivables, net primarily driven by the timing of sales activity.$1,452, respectively.

Net cash used in investing activities of ~~$3,017~~$1,597 during the ~~nine~~six months ended ~~October 28, 2017~~August 1, 2020 represents capital expenditures primarily related to the investment in our 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~~$1,860 during the ~~nine~~six months ended ~~October 29, 2016~~August 3, 2019 represents capital expenditures primarily related ~~primarily~~ to the investment in our ~~new systems and related infrastructure and~~ retail store ~~build-outs,~~buildouts, including leasehold improvements and store fixtures.

Net cash provided by financing activities was ~~$46,408~~$23,077 during the ~~nine~~six months ended ~~October 28, 2017,~~August 1, 2020, primarily consisting of ~~$29,047 of~~$23,500 net proceeds ~~received~~ from borrowings under the ~~2017 Rights Offering~~2018 Revolving Credit Facility.

Net cash used in financing activities was $7,700 during the six months ended August 3, 2019, primarily consisting of $6,946 and ~~$26,876~~$2,450 of net proceeds from borrowings under ~~our~~the 2018 Revolving Credit Facility ~~partly~~and the Revolving Credit Facilities – Acquired Businesses, respectively, offset by ~~$9,000~~a repayment of ~~payments~~$1,375 under the Term Loan ~~Facility.~~facility.

Net cash provided by financing activities was $61,304 during the nine months ended October 29, 2016, primarily consisting of 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 repayments of borrowings under our Revolving Credit Facility.

On ~~November 27, 2013,~~August 21, 2018, Vince, LLC entered into a ~~$50,000~~$27,500 senior secured ~~revolving~~term loan facility (the “2018 Term Loan Facility”) pursuant to a credit ~~facility (as amended from time to time, the “Revolving Credit Facility”) with Bank of America, N.A. (“BofA”) as administrative agent.~~agreement by and among Vince, LLC, isas the borrower, ~~and~~ VHC and Vince Intermediate ~~Holding,~~Holdings, LLC, a direct subsidiary of VHC and the direct parent company of Vince, LLC (“Vince Intermediate”), ~~are~~as guarantors, Crystal Financial, LLC, as administrative agent and collateral agent, and the ~~guarantors under the Revolving Credit Facility. On June 3, 2015, Vince, LLC entered into a first amendment~~other lenders from time to the Revolving Credit Facility, that among other things, increased the aggregate commitments under the facility from $50,000 to $80,000, subject to a loan cap which is the lesser of (i) the Borrowing Base, as defined in the loan agreement, (ii) the aggregate commitments, or (iii) $70,000 until debt obligations under the Company’stime party thereto. The 2018 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~~quarterly amortization of principal equal 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” 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%2.5% 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%original aggregate principal amount 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 the2018 Term Loan Facility, towith the ~~extent that there are outstanding obligations~~balance payable at final maturity. Interest is payable on loans under the 2018 Term Loan Facility ~~on such date.~~

~~The Revolving Credit Facility also provides for~~at a ~~letter of credit sublimit of $25,000 (plus any increase in aggregate commitments) and an accordion option that allows for an increase in aggregate commitments up~~rate equal to ~~$20,000. Effective with~~ the ~~second amendment, interest is payable on the loans under the Revolving Credit Facility at either the~~90-day LIBOR ~~or the Base Rate, in each case,~~rate (subject to a 0% floor) plus an 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~~a minimum Consolidated EBITDA (as defined in the credit agreement for the 2018 Term Loan Facility) calculation. The “Base Rate” means, for any day, a fluctuating rate per annum equal to the highest of (i) the rate of interest in effect for such day as publicly announced from time to time by BofA as its prime rate; (ii) the Federal Funds Rate for such day, plus 0.50%; and (iii) the LIBOR Rate for a one month interest period as determined on such day, plus 1.0%. During the continuance of ~~an event~~certain specified events of default, ~~and at the election of the required lender,~~ interest will accrue on the outstanding amount of any loan at a rate of 2%2.0% in excess of the rate otherwise applicable ~~non-default rate.~~

to such amount. The 2018 Term Loan Facility matures on the earlier of August 21, 2023 and the maturity date of the 2018 Revolving Credit Facility ~~also~~(as defined below).

The 2018 Term Loan Facility contains a requirement that Vince, LLC maintain a Consolidated Fixed Charge Coverage Ratio (as defined in the credit agreement for the 2018 Term Loan Facility) as of the last day of any period of four fiscal quarters not to exceed 0.85:1.00 for the fiscal quarter ended November 3, 2018, 1.00:1.00 for the fiscal quarter ended February 2, 2019, 1.20:1.00 for the fiscal quarter ended May 4, 2019, 1.35:1.00 for the fiscal quarter ending August 3, 2019, 1.50:1.00 for the fiscal quarters ending November 2, 2019 and February 1, 2020 and 1.75:1.00 for the fiscal quarter ending May 2, 2020 and each fiscal quarter thereafter. In addition, the 2018 Term Loan Facility contains customary representations and warranties, other covenants, and events of default, ~~that are customary for this type of financing,~~ including but not limited to, 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.~~year, and distributions and dividends. The ~~Revolving Credit~~2018 Term Loan Facility generally permits dividends into the ~~absence of any~~extent that no default or event of default ~~(including any event of default arising~~is continuing or would result from ~~the~~a contemplated ~~dividend),~~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 (as defined in the credit agreement for the 2018 Term Loan Facility) 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). As of October 28, 2017, we were in compliance with applicable financial covenants. The second amendment replaced~~$12,500), and ~~superseded all side letters previously entered into between Vince, LLC and BofA.~~

~~As of October 28, 2017,~~(iii) the availability under the Revolving Credit Facility was $29,882 net of the amended loan cap and there were $32,076 of borrowings outstanding and $8,041 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 October 28, 2017 was 3.9%.

As of October 29, 2016, the availability under the Revolving Credit Facility was $31,980 net of the amended loan cap and there were $7,800 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 October 29, 2016 was 4.0%.

On June 22, 2017, Vince, LLC entered into a credit facility agreement with the Bank of Montreal to issue 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 occurrence of certain 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~~Fixed Charge Coverage 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~~contemplated dividend is no less than the minimum

Consolidated Fixed Charge Coverage Ratio for such quarter. In addition, the 2018 Term Loan Facility is subject to a Borrowing Base (as defined in the credit agreement of the 2018 Term Loan Facility) which can, under certain conditions, result in the imposition of a reserve under the 2018 Revolving Credit Facility. As of August 3, 2019, the Company ~~from making~~was in compliance with applicable covenants.

The 2018 Term Loan Facility also contains an Excess Cash Flow (as defined in the credit agreement for the 2018 Term Loan Facility) sweep requirement in which Vince, LLC remits 50% of Excess Cash Flow reduced on a dollar-for-dollar basis by any ~~payments on~~voluntary prepayments of the ~~Tax Receivable Agreement (see Note 11 “Related Party Transactions”~~ ~~within~~2018 Term Loan Facility or the ~~notes~~2018 Revolving Credit Facility (to the extent accompanied by a permanent reduction in commitments) during such fiscal year or after the fiscal year but prior to the ~~Condensed Consolidated Financial Statements in this Quarterly~~date of the excess cash flow payment, to be applied to the outstanding principal balance commencing 10 business days after the filing of the Company’s Annual Report on Form ~~10-Q~~ ~~for further information) before~~10-K starting from fiscal year ending February 1, 2020.

On March 30, 2020, Vince, LLC entered into the ~~first~~Limited Waiver and Amendment (the “Second Term Loan Amendment”) to the 2018 Term Loan Facility. The Second Term Loan Amendment postponed the amortization payment ~~referenced~~due on April 1, 2020, with 50% of such payment to be paid on July 1, 2020 and the remainder to be paid on October 1, 2020 and modifies certain reporting obligations.

On June 8, 2020, Vince, LLC entered into the Third Amendment (the “Third Term Loan Amendment”) to the 2018 Term Loan Facility. The Third Term Loan Amendment, among others, (i) temporarily suspends the Consolidated Fixed Charge Coverage Ratio covenant through the delivery of a compliance certificate relating to the fiscal quarter ended July 31, 2021 (such period, the “Extended Accommodation Period”); (ii) requires Vince, LLC to maintain Fixed Charge Coverage Ratio of 1.0 to 1.0 in the event the excess availability under the 2018 Revolving Credit Facility is less than (x) $10,000 between September 6, 2020 and January 9, 2021 and (y) $12,500 between January 10, 2021 and January 31, 2021 and (z) $15,000 during all other times during the Extended Accommodation Period; (ii) revises the Fixed Charge Coverage Ratio required to be maintained following the Extended Accommodation Period (commencing with the fiscal month ending July 31, 2021) to be 1.50 to 1.0 for the fiscal quarter ending July 31, 2021 and 1.75 to 1.0 for each fiscal quarter thereafter; (iii) waives the amortization payments due on July 1, 2020 and October 1, 2020 (including the amortization payment due on April 1, 2020 that was previously deferred under the Second Term Loan Amendment); (iv) for any fiscal four quarter period ending prior to or on October 30, 2020, increasing the cap on certain items eligible to be added back to Consolidated EBITDA to 27.5% from 22.5%; and (iv) during the Extended Accommodation Period, allows Vince, LLC to cure any default under the applicable Fixed Charge Coverage Ratio covenant by including any amount provided by equity or subordinated debt (which amount shall be at least $1,000) in the calculation of excess availability under the 2018 Revolving Credit Facility so that the excess availability is above ~~is made or if~~ the ~~Borrowers are not current on any~~applicable threshold described above.

The Third Term Loan Amendment also (a) waives certain events of ~~the foregoing amortization payments; (iv) increases~~default; (b) temporarily revises the applicable margin by to be 9.0% for one year after the Third Term Loan Amendment effective date (2.0% ~~per annum on all term loan borrowings; (v) requires~~of which is to be accrued but not payable in cash until the ~~Borrowers to pay a fee to consenting term lenders equal to 0.5%~~first anniversary of the ~~outstanding principal~~Third Term Loan Amendment effective date) and after such time and through the Extended Accommodation Period, 9.0% or 7.0% depending on the amount of ~~such lender’s term loans as of~~Consolidated EBITDA; (c) increases the ~~effective date of the Term Loan Amendment; (vi)~~LIBOR floor from 0% to 1.0%; (d) eliminates the Borrower’s and any loan party’s ability to designate subsidiaries as unrestricted and to make certain payments, restricted payments and investments during the Extended Accommodation Period; (e) resets the prepayment premium to 3.0% of the prepaid amount if prepaid prior to the first anniversary of the Third Term Loan Amendment Effective Date, 1.5% of the prepaid amount if prepaid prior to the second anniversary of the Third Term Loan Amendment Effective Date and 0% thereafter; (f) imposes a requirement to pay down the 2018 Revolving Credit Facility to the extent cash on hand exceeds $5,000 on the last day of each week; (g) permits 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 Term Loan Facility on terms reasonably acceptable to Crystal; (h) extends 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 ending August 1, 2020 to July 31, 2020 and October 29, 2020, respectively, and (i) grants ongoing relief through September 30, 2020 with respect to certain ~~funds considered “available excess amount” (as~~covenants regarding the payment of lease obligations.

As a result of the Third Term Loan Amendment, the Company incurred $383 of additional financing costs. In accordance with ASC Topic 470, “Debt”, the Company accounted for this amendment as a debt modification and has recorded $233 of the financing costs paid to third parties within selling, general and administrative expenses on the condensed consolidated financial statements in this Quarterly Report. The remaining $150 of financing costs are recorded as deferred debt issuance costs which will be amortized over the remaining term of the 2018 Term Loan Facility and are included in accrued liabilities on the condensed consolidated financial statements in this Quarterly Report.

On August 21, 2018, Vince, LLC entered into an $80,000 senior secured revolving credit facility (the “2018 Revolving Credit Facility”) pursuant to a credit agreement by and among Vince, LLC, as the borrower, VHC and Vince Intermediate, as guarantors, Citizens Bank, N.A. (“Citizens”) as administrative agent and collateral agent, and the other lenders from time to time party thereto. The 2018 Revolving Credit Facility provides for a revolving line of credit of up to $80,000, subject to a Loan Cap, which is the lesser of (i) the Borrowing Base as defined in the ~~Term Loan Facility); (vii) eliminates~~credit agreement for the ~~uncommitted incremental facility;~~2018 Revolving Credit Facility and ~~(viii) limits certain intercompany transactions between~~(ii) the aggregate commitments, as well as a ~~loan party~~letter of credit sublimit of $25,000. It also provides for an increase in aggregate commitments of up to $20,000. The 2018 Revolving Credit Facility matures on the earlier of August 21, 2023 and ~~a non-loan party subsidiary. The Term Loan Amendment became effective on September 8, 2017 when~~ the ~~Company received $30,000~~maturity date of ~~gross proceeds in connection with~~ the ~~2017 Rights Offering and related 2017 Investment 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 details) and used a portion of such proceeds to repay $9,000 in principal amount under the~~2018 Term Loan Facility. On August 21, 2018, Vince, LLC incurred $39,555 of borrowings, prior to which $66,271 was available, given the Loan Cap as of such date.

Interest is payable on the loans under the ~~Term Loan~~2018 Revolving Credit Facility at either the LIBOR or the Base Rate, in each case, with applicable margins subject to a pricing grid based on an 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 ~~either (i) the Eurodollar rate (subject~~interest in effect for such day as publicly announced from time to ~~a 1.00% floor) plus an applicable margin of 7.00% or~~time by Citizens as its prime rate; (ii) the ~~base rate applicable margin of 6.00%~~Federal Funds Rate for such day, plus 0.5%; and (iii) the LIBOR Rate for a one month interest period as determined on such day, plus 1.00%. During the continuance of ~~a payment or bankruptcy event~~certain specified events of default, at the election of Citizens, 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 the~~ non-default ~~interest rate then applicable to base rate loans.~~ The Term Loan Facility 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 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.rate.

The ~~Term Loan~~2018 Revolving Credit Facility 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 and Vince Intermediate~~must maintain during that time a ~~“Consolidated Net Total Leverage Ratio”~~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 ~~any period of four~~each fiscal ~~quarters not to exceed 3.25 to 1.00.~~ month during such period.

The Term Loan Facility permits Vince Holding Corp. to make a Specified Equity Contribution, as defined under the Agreement, to the Borrowers in order to increase, dollar for dollar, Consolidated EBITDA 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 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 the 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.~~

~~In addition, the Term Loan~~2018 Revolving Credit Facility contains ~~customary~~ representations and warranties, other covenants and events of default that are customary for this type of financing, including ~~but not limited~~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, and distributions and dividends.~~year. The ~~Term Loan~~2018 Revolving Credit Facility generally permits dividends toin the ~~extent that no default or~~absence of any event of default ~~is continuing or would result~~(including any event of default arising from 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 20.0% of the Loan Cap and $10 million and (ii) after giving pro forma effect to the contemplated dividend, the Consolidated ~~Net Total Leverage~~Fixed Charge Coverage Ratio for the 12 months preceding such dividend 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 ~~such~~the contemplated dividend, Excess Availability for the six fiscal months following the 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 Facility are guaranteed by VHC and any future material domestic restricted subsidiariesgreater of ~~Vince, LLC and secured by a lien on substantially all~~25.0% of the ~~assets of VHC, Vince, LLC~~Loan Cap and ~~Vince Intermediate and any future material domestic restricted subsidiaries.~~$12,500). As of ~~October 28, 2017, after giving effect to~~August 3, 2019, the ~~waiver described above, we were~~Company was in compliance with applicable covenants.

~~Through October 28, 2017,~~On November 1, 2019, Vince, LLC entered into First Amendment (the “First Revolver Amendment”) to the 2018 Revolving Credit Facility, which provides 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 ~~an inception~~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 ~~date basis, we have made voluntary repayments totaling $139,000 in~~the credit agreement of the 2018 Revolving Credit Facility. The Second Revolver Amendment increased the aggregate oncommitments under the ~~original $175,000~~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. Simultaneously, Vince, LLC entered into a Joinder Amendment to the credit agreement of the 2018 Term Loan Facility whereby the Acquired Businesses became guarantors under the 2018 Term Loan Facility and jointly and severally liable for the obligations thereunder.

On June 8, 2020, Vince, LLC entered into onthe Third Amendment (the “Third Revolver Amendment”) to the 2018 Revolving Credit Facility. The Third Revolver Amendment, among others, increases 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 ~~27, 2013 with $9,000~~30, 2020 (such period, the “Accommodation Period”) (ii) temporarily revising the eligibility of ~~such repayments made~~certain account debtors during the ~~nine months ended~~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 ~~28, 2017. As of October 28, 2017,~~30, 2021, increasing the ~~Company had $36,000 of debt outstanding under the Term Loan Facility.~~cap on certain items eligible to be added back to Consolidated EBITDA to 27.5% from 22.5%.

As of August 1, 2020, $34,696 was available under the 2018 Revolving Credit Facility, net of the loan cap, and there were $51,223 of borrowings outstanding and $5,308 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 August 1, 2020 was 2.8%.

On July 23, 2014, Parker Lifestyle, LLC, as borrower, and Sun Capital Partners V, L.P., as guarantor, entered into a Loan Authorization Agreement with BMO Harris Bank N.A., as lender, for a revolving credit facility. On December 21, 2016, that facility was amended to include Rebecca Taylor, Inc. The maximum credit line was $25,000 (the "BMO Obligations") subject to a maximum credit limit, which required that the sum of (i) the aggregate principal amounts of loans outstanding, (ii) the aggregate undrawn stated

amount of letters of credit issued under the credit facility, and (iii) the aggregate amount of any unreimbursed draws under any letters of credit issued, shall not exceed the credit limit. Any letters of credit issued under the BMO Obligations credit facility were subject to the same maximum credit line. On November 3, 2019, in conjunction with the acquisition of the Acquired Businesses, $19,099, plus accrued interest, of the cash consideration was used to pay-off the outstanding debt obligation under this facility. On November 3, 2019, at the request of the Company and upon the satisfaction of certain release conditions, the BMO Obligations were released.

We did not have any relationships with unconsolidated organizations or financial partnerships, such as structured finance or special purpose entities, that would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes during the periods presented herein.

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 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~~2019 Annual Report on Form 10-K. As of ~~October 28, 2017,~~August 1, 2020, 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.

~~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) or 15d-15(e) of the Exchange Act) as of ~~October 28, 2017.~~August 1, 2020.

Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective due to material weaknesses 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, 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,~~February 1, 2020, we 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, 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.

~~These~~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.

~~Management has initiated a~~
To date, we made continued progress on our comprehensive remediation plan ~~to address the control deficiencies that led to the material weaknesses.~~ ~~The remediation plan includes, but is not limited to:~~

~~To date,~~this material weakness by implementing the following ~~changes in our internal control over financial reporting have been implemented:~~controls and procedures:

To fully address the remediation of ~~all retail store personnel, the largest group of systems users, with~~deficiencies related to segregation of duties, ~~commensurate to the job responsibilities.~~

~~Our goal is to implement these control improvements during fiscal 2017 and~~we will need to fully remediate ~~these~~the deficiencies regarding systems access discussed below.

Management continues to follow a comprehensive remediation plan to fully address this material ~~weaknesses by~~weakness. The remediation plan includes implementing and effectively operating controls related to the ~~end~~routine reviews of ~~2017, subject~~user system access and user re-certifications, inclusive of those related to ~~there being sufficient opportunities~~users with privileged access, as well as, to ~~conclude, through testing,~~ensure user’s access rights to systems are removed timely upon termination.

While we have reported a material weakness that is not yet remediated, we believe we made continued progress in addressing financial, compliance, and operational risks and improving controls across 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.

Although we have experienced varying degrees of business disruptions related to the COVID-19 pandemic, 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 August 1, 2020 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. As the COVID-19 pandemic evolves, we will continue to monitor and assess any potential impacts COVID-19 may have on the design and operating effectiveness of our internal controls over financial reporting.

On ~~May 5, 2017,~~September 7, 2018, 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~~by certain stockholders (collectively, the “Plaintiff”), naming us as well as ~~Brendan Hoffman,~~David Stefko, our Interim Chief Executive Officer and ~~David Stefko, our Executive Vice President,~~ Chief Financial Officer, one of our directors, certain of our former officers and directors, and Sun Capital and certain of its affiliates, as defendants. The complaint generally ~~alleged~~alleges that we and the named ~~officers~~parties made false and/or misleading statements and/or failed to disclose matters relating to the transition of our ERP systems from Kellwood. The complaint brings causes of action for violations of Section 10(b) of the Exchange Act, as amended and Rule 10b-5 promulgated under the Exchange Act against us and the named parties and for violations of Section 20(a) of the Exchange Act against the individual parties, Sun Capital Partners, Inc. and its affiliates. The complaint sought unspecified monetary damages and unspecified costs and fees. On ~~October 2, 2017, the parties agreed~~January 28, 2019, in response to our motion to dismiss the original complaint, the Plaintiff filed an amended complaint, naming the same defendants as parties and asserting the same causes of action as those stated in ~~its~~the original complaint. On September 9, 2020, the two complaints were dismissed in their entirety ~~without prejudice. Accordingly,~~and the ~~parties filed~~Plaintiff’s request for leave to replead was denied.

fees, net of applicable taxes, which was ~~granted on October 6, 2017, dismissing all claims without prejudice.~~included in general and administrative expense in the accompanying condensed consolidated statement of operations and comprehensive income. This amount was subsequently paid in full to Vince, LLC by the defendants in the case in the fourth quarter of fiscal 2019.

WeAdditionally, 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~~2019 Annual Report on Form 10-K, in addition to the other information set forth in this 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~~2019 Annual Report on Form 10-K other than those listed below. All amounts disclosed are in thousands except per share amounts.

~~Our ability~~The COVID-19 pandemic has adversely affected, and is expected to continue to ~~have~~adversely affect, our business, financial condition, cash flow, liquidity, and results of operations.

The spread of the ~~liquidity necessary~~novel coronavirus (“COVID-19”), which was declared a pandemic by the World Health Organization in March 2020, has caused state and municipal public officials to ~~service our debt, meet contractual payment obligations,~~mandate jurisdiction-wide curfews, including ~~amortization payments under the Term Loan Facility~~“shelter-in-place” and closures of most non-essential businesses as well as ~~payments under~~other measures to mitigate the ~~Tax Receivable Agreement,~~spread of the virus. While we continued to serve our customers through our online e-commerce websites during the period in which we were forced to shut down all of our domestic and ~~fund~~international retail locations alongside other retailers, including our wholesale partners, the store closures resulted in a sharp decline in our revenue and ability to generate cash flows from operations. Although we began reopening stores during May 2020 and nearly all of the Company’s stores have since reopened, and not reclosed (other than in Hawaii), in a limited capacity in accordance with state and local regulations related to the COVID-19 pandemic, in many of those locations, we are experiencing significantly reduced customer traffic and sales relative to the same period last year. The negative impact of COVID-19 on our operations ~~depends on many factors, including~~ is ongoing and the extent of which remains uncertain and potentially wide-spread, including:

•our ability to ~~generate sufficient cash flow from operations, maintain adequate availability under~~successfully execute our ~~Revolving Credit Facility~~ long-term growth strategy during these uncertain times;

~~Our~~re-closures of our stores (including regulatory and/or voluntary re-closures based on the developing threat of the COVID-19 pandemic, such as the recent ~~financial results have been,~~re-issuance of a stay-at-home order in Hawaii which has impacted our retail store in Honolulu), distribution centers, 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 continuecorporate facilities for ~~the foreseeable future. Our ability to timely service our indebtedness, meet contractual payment obligations and fund our operations,~~unknown periods of time, as well as ~~continue~~those of our wholesale partners;

•declines in the level of consumer purchases of discretionary items and luxury retail products, including our products, caused by lower disposable income levels, travel restrictions, or other factors beyond our control;

•the build-up of excess inventory as a ~~going concern, will depend on~~ result of store closures and/or lower consumer demand, including those resulting from potential changes in consumer traffic, shopping preferences, such as their willingness to shop at our or our wholesale partners’ retail locations;

•supply chain disruptions resulting from closed factories, reduced workforces, scarcity of raw materials, and scrutiny or embargoing of goods produced in infected areas;

•our ability to ~~generate sufficient cash, either through cash flows~~access capital sources and maintain compliance with our credit facilities, as well as the ability of our key customers, suppliers, and vendors to do the same in regard to their own obligations;

•our ability to collect outstanding receivables from ~~operations, borrowing availability under~~ our ~~Revolving Credit Facility, or other financing. While~~customers; and

•diversion of management and employee attention and resources from key business activities and risk management outside of COVID-19 response efforts, including cybersecurity and maintenance of internal controls.

To date, we have taken ~~the steps discussed below~~various measures in response to ~~address our liquidity needs,~~COVID-19, as further described in Item 2. Management’s Discussion and Analysis of Financial Conditions and Results of Operations —COVID-19. The COVID-19 pandemic remains highly volatile and

continues to evolve on a daily basis and therefore, despite these efforts and developments, there can be no ~~assurances~~assurance that ~~(1) we~~these measures will be able to generate sufficient cash flow from operations to meet our liquidity needs, (2) we will have the necessary availability under 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 which put additional pressure 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 portion of the net proceeds received from the 2016 Rights Offeringprove successful 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 and the related 2017 Investment Agreement and 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, 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~~impacts of COVID-19 are expected 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 able 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 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 capital expenditures, sell material assets or operations or seek alternative financing. Our inability to meet our obligations under our debt agreements or other contracts could result in a default 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, the lenders under those credit facilities would not be obligated to lend us additional funds. The occurrence of any of the foregoing could have a material adverse impact on our liquidity, financial conditions and ability to continue as a going concern.

We are currently not in compliance 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. 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 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 notadversely affect the Company’s ~~ongoing~~ business, ~~operations or its reporting requirements with the SEC, nor does it trigger any violation~~financial condition, cash flow, liquidity and results of ~~its material debt covenants or other obligations.~~operations.

No assurance can be given that the Company will be able to regain compliance with these requirements or maintain compliance with the other continued listing requirements set forth in the NYSE Listed Company Manual. If the Company's common stock ultimately were to 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.

~~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~~Emerging growth company	☐		☐ ~~(Do not check if a smaller reporting company)~~		~~Smaller reporting 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~~August 1, 2020 and ~~January 28, 2017~~February 1, 2020	4

	b)	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss for the three and ~~nine~~six months ended ~~October 28, 2017~~August 1, 2020 and ~~October 29, 2016~~August 3, 2019	5

	c)	Unaudited Condensed Consolidated Statements of ~~Comprehensive Income (Loss)~~Stockholders’ Equity for the three and ~~nine~~six months ended ~~October 28, 2017~~August 1, 2020 and ~~October 29, 2016~~August 3, 2019	6

	d)	Unaudited Condensed Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~October 28, 2017~~August 1, 2020 and ~~October 29, 2016~~August 3, 2019	7

	e)	Notes to Unaudited Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2224

Item 3.	Quantitative and Qualitative Disclosure About Market Risk		3337

Item 4.	Controls and Procedures		3337

PART II. OTHER INFORMATION			38

Item 1.	Legal Proceedings		3438

Item 1A.	Risk Factors		3539

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		3740

Item 3.	Defaults Upon Senior Securities		3740

Item 4.	Mine Safety Disclosures		3740

Item 5.	Other Information		3740

Item 6.	Exhibits		3740

	Year Ended
	February 1, 2020									February 2, 2019
(in thousands)	As Previously Reported			Adjustment			As Revised			As Previously Reported			Adjustment			As Revised
Financing activities
Proceeds from borrowings under the Revolving Credit Facilities	$	—		$	310,434		$	310,434		$	—		$	311,015		$	311,015
Repayment of borrowings under the Revolving Credit Facilities		—			(301,727	)		(301,727	)		—			(308,899	)		(308,899	)
Net proceeds from borrowings under the Revolving Credit Facilities		8,707			(8,707	)		—			2,116			(2,116	)		—
Proceeds from borrowings under the Revolving Credit Facilities - Acquired Businesses		—			11,761			11,761			—			23,284			23,284
Repayment of borrowings under the Revolving Credit Facilities- Acquired Businesses		—			(29,410	)		(29,410	)		—			(22,200	)		(22,200	)
Net proceeds (repayment) from borrowings under the Revolving Credit Facilities - Acquired Businesses		(17,649	)		17,649			—			1,084			(1,084	)		—
Net cash (used in)/provided by financing activities	$	(11,991	)	$	—		$	(11,991	)	$	(4,737	)	$	—		$	(4,737	)


☒	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

	Six Months Ended August 3, 2019
(in thousands)	As Previously Reported		Adjustment			As Revised
Financing activities
Proceeds from borrowings under the Revolving Credit Facilities	$	—	$	144,215		$	144,215
Repayment of borrowings under the Revolving Credit Facilities		—		(137,269	)		(137,269	)
Net proceeds from borrowings under the Revolving Credit Facilities		6,946		(6,946	)		—
Net cash provided by financing activities	$	5,250	$	—		$	5,250

	Three Months Ended
	May 2, 2020								May 4, 2019
(in thousands)	As Previously Reported		Adjustment			As Revised			As Previously Reported			Adjustment			As Revised
Financing activities
Proceeds from borrowings under the Revolving Credit Facilities	$	—	$	81,878		$	81,878		$	—		$	74,031		$	74,031
Repayment of borrowings under the Revolving Credit Facilities		—		(46,001	)		(46,001	)		—			(74,253	)		(74,253	)
Net proceeds from borrowings under the Revolving Credit Facilities		35,877		(35,877	)		—			(222	)		222			—
Proceeds from borrowings under the Revolving Credit Facilities - Acquired Businesses		—		—			—			—			4,025			4,025
Repayment of borrowings under the Revolving Credit Facilities- Acquired Businesses		—		—			—			—			(4,750	)		(4,750	)
Net proceeds (repayment) from borrowings under the Revolving Credit Facilities - Acquired Businesses		—		—			—			(725	)		725			—
Net cash (used in)/provided by financing activities	$	35,673	$	—		$	35,673		$	(1,936	)	$	—		$	(1,936	)

(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 February 1, 2020	$	41,435		$	—	$	—	$	41,435
Impairment charges		(9,462	)		—		—		(9,462	)
Balance as of August 1, 2020	$	31,973		$	—	$	—	$	31,973

(in thousands)	Gross Amount		Accumulated Amortization			Accumulated Impairments			Net Book Value		Gross Amount		Accumulated Amortization			Accumulated Impairments			Net Book Value
Balance as of October 28, 2017
Balance as of August 1, 2020
Amortizable intangible assets:
Customer relationships	$	11,970	$	(5,821	)	$	—		$	6,149	$	31,355	$	(20,737	)	$	(6,115	)	$	4,503
Indefinite-lived intangible asset:
Tradename		101,850		—			(30,750	)		71,100
Tradenames												13,100		(57	)		(12,527	)		516
Indefinite-lived intangible assets:
Tradenames												110,986		—			(39,186	)		71,800
Total intangible assets	$	113,820	$	(5,821	)	$	(30,750	)	$	77,249	$	155,441	$	(20,794	)	$	(57,828	)	$	76,819

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

	Net Carrying Value as of		Fair Value Measured and Recorded at Reporting Date Using:						Total Losses - Six Months Ended
(in thousands)	August 1, 2020		Level 1		Level 2		Level 3		August 1, 2020
Property and equipment	$	7,922	$	—	$	—	$	7,922	$	4,470	⁽¹⁾
Goodwill		31,973		—		—		31,973		9,462	⁽²⁾
Tradenames - Indefinite-lived		71,800		—		—		71,800		4,386	⁽²⁾
ROU Assets		72,200		—		—		72,200		8,556	⁽¹⁾

	Stock Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Term (years)		Aggregate Intrinsic Value (in thousands)		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	$	—
Outstanding at February 1, 2020											175		$	38.87		6.7	$	—
Granted		17,150		$	10.36						—		$	—
Exercised		—		$	—						—		$	—
Forfeited or expired		(70,323	)	$	42.76						(117	)	$	38.92
Outstanding at October 28, 2017		172,639		$	42.83		8.3	$	—
Outstanding at August 1, 2020											58		$	38.77		5.2	$	—

Vested and exercisable at October 28, 2017		71,575		$	44.77		8.1	$	—
Vested and exercisable at August 1, 2020											58		$	38.77		5.2	$	—

	Restricted Stock Units			Weighted Average Grant Date Fair Value		Restricted Stock Units			Weighted Average Grant Date Fair Value
Nonvested restricted stock units at January 28, 2017		10,771		$	65.52
Non-vested restricted stock units at February 1, 2020							679,926		$	11.12
Granted		7,500		$	6.00		20,786		$	9.06
Vested		(2,743	)	$	71.03		(152,820	)	$	10.40
Forfeited		(882	)	$	59.80		(57,116	)	$	9.20
Nonvested restricted stock units at October 28, 2017		14,646		$	34.35
Non-vested restricted stock units at August 1, 2020							490,776		$	11.48

~~10.1†~~
10.1		~~Severance~~Third Amendment, dated June 8, 2020, to Credit Agreement, (the “2018 Term Loan Facility”) dated August 21, 2018, as ~~of August 30, 2017,~~amended, by and between Vince, LLC, as the borrower, the guarantors named therein, Crystal Financial, LLC, as administrative agent and ~~Katayone Adeli~~collateral agent, and other lenders from time to time party thereto

10.2		Third Amendment, dated June 8, 2020, to Credit Agreement, (the “2018 Revolving Credit Facility”) dated August 21, 2018, as amended, by and between Vince, LLC, as the borrower, the guarantors named therein, Citizens Bank, N.A., as administrative agent and collateral agent, and other lenders from time to time party thereto

10.3		Amendment and Consent, dated June 23, 2020, to the 2018 Term Loan Facility and the 2018 Revolving Credit Facility

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		Financial Statements in XBRL Format

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

September 15, 2020
By:	/s/ David Stefko David Stefko		Interim Chief Executive ~~Vice President,~~Officer and Chief Financial Officer (as duly authorized officer, principal executive officer and officer principal financial officer)	~~December 7, 2017~~