VNCE Vince Holding Corp

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 10, 2024

 

 

Vince Holding Corp.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			001-36212	75-3264870
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
500 5th Avenue 20th Floor
New York, New York				10110
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 323 421-5980

 

(Former Name or Former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value per share		VNCE		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

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. ☐

 

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Item 2.02 Results of Operations and Financial Condition.

On December 10, 2024, Vince Holding Corp. (the "Company") announced its financial results for its third fiscal quarter ended November 2, 2024. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information, including Exhibit 99.1 hereto, which the registrant furnished in this report, is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Registration statements or other documents filed with the Securities and Exchange Commission shall not incorporate this information by reference, except as otherwise expressly stated in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.		Description of Exhibit
99.1		Press Release of the Company, dated December 10, 2024.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

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SIGNATURES

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 hereunto duly authorized.

			VINCE HOLDING CORP.
Date:	December 10, 2024	By:	/s/ David Stefko
			David Stefko Interim Chief Executive Officer

 

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VINCE HOLDING CORP. REPORTS THIRD QUARTER 2024 RESULTS

Net Sales of $80.2 Million

Gross Margin Increased 580 basis points vs. Q3 FY2023

Reiterates Full Year FY2024 Outlook

 

NEW YORK, New York – December 10, 2024 – Vince Holding Corp. (NYSE: VNCE) ("VNCE" or the "Company"), a global contemporary retailer, today reported its financial results for the third quarter ended November 2, 2024.

David Stefko, Interim Chief Executive Officer of VNCE said, "Our ongoing focus on driving a healthier, full-price business and executing on our Transformation Plan continues to yield strong results, as evidenced by the significant gross margin expansion and improved profitability we delivered in the third quarter compared to the prior year. While revenue fell slightly short of our expectations, primarily due to lower in-season reorders in our international wholesale business and lower than expected outlet channel sales, the underlying strength of the Vince brand continues to resonate with customers. As we look ahead, we expect to continue to execute a healthy full price business across all channels, and are very encouraged by the results we have driven thus far in the fourth quarter. While we remain prudent with our outlook given the shortened holiday selling season and the ongoing uncertainty around the consumer, we believe we are well positioned to deliver on our objectives for this year."

In this press release, the Company is presenting its financial results in conformity with U.S. generally accepted accounting principles ("GAAP") as well as on an "adjusted" basis. Adjusted results presented in this press release are non-GAAP financial measures. See "Non-GAAP Financial Measures" below for more information about the Company's use of non-GAAP financial measures and Exhibit 3 to this press release for a reconciliation of GAAP measures to such non-GAAP measures.

For the third quarter ended November 2, 2024:

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Vince Third Quarter Review

 

Rebecca Taylor and Parker Third Quarter Review

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Net Sales and Operating Results by Segment:

		Three Months Ended
		November 2,				October 28,
(in thousands)		2024				2023
Net Sales:
Vince Wholesale		$	48,765			$	49,840
Vince Direct-to-consumer			31,397				34,236
Rebecca Taylor and Parker			—				—
Total net sales		$	80,162			$	84,076
Income (loss) from operations:
Vince Wholesale		$	18,223			$	15,167
Vince Direct-to-consumer			614				(48	)
Rebecca Taylor and Parker			—				(6	)
Subtotal			18,837				15,113
Unallocated corporate (1)			(13,076	)			(12,284	)
Total income from operations		$	5,761			$	2,829

 

(1) Unallocated corporate expenses are related to the Vince brand and are comprised of selling, general and administrative expenses attributable to corporate and administrative activities (such as marketing, design, finance, information technology, legal and human resource departments), and other charges that are not directly attributable to the Company's Vince Wholesale and Vince Direct-to-consumer reportable segments. In addition, unallocated corporate expenses for the third quarter of fiscal 2023 includes $0.2 million in Transaction Expenses.

Balance Sheet

At the end of the third quarter of fiscal 2024, total borrowings under the Company's debt agreements totaled $50.8 million and the Company had $44.1 million of excess availability under its revolving credit facility.

Net inventory at the end of the third quarter of fiscal 2024 was $63.8 million compared to $69.6 million at the end of the third quarter of fiscal 2023. The year-over-year decrease in inventory was driven by a decline in Vince as the Company rebalanced its inventory purchases for the current season.

During the quarter ended November 2, 2024, the Company did not issue shares of common stock under the ATM program. The Company continues to have shares available under the program to exercise with proceeds to be used as sources, along with cash from operations, to fund future growth.

Transformation Program

On October 31, 2023, the Company announced its Transformation Program focused on driving enhanced profitability through an improved gross margin profile and an optimized expense structure. The Transformation Program is expected to result in over $30 million in savings over the next three years, including approximately $10 million of savings in fiscal 2024. As of the end of the third quarter of fiscal 2024, the Company is ahead of its plan to achieve its fiscal 2024 target.

Strategic Partnership with Authentic Brands Group

On May 25, 2023, the Company announced that it completed the previously announced transaction (the "Authentic Transaction") with Authentic Brands Group ("Authentic").

In connection with the Authentic Transaction, VNCE entered into an exclusive, long-term license agreement (the "License Agreement") with Authentic for usage of the contributed intellectual property for VNCE's existing business in a manner consistent with the Company's current wholesale, retail and e-commerce operations. The

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License Agreement contains an initial ten-year term and eight ten-year renewal options allowing VNCE to renew the agreement.

Outlook

For the fourth quarter of fiscal 2024 the Company expects total company net sales to be down mid-single-digits to up low-single digits compared to $75.3 million in the fourth quarter of fiscal 2023. The Company expects fourth quarter fiscal 2024 total company operating margin to increase 200 basis points to 300 basis points compared to total company operating margin of (2.2)% in the fourth quarter of fiscal 2023.

For full year fiscal 2024 the Company continues to expect total company net sales to decrease in the low-single-digit range compared to $292.9 million in fiscal 2023. The Company continues to expect full year fiscal 2024 total company operating margin, excluding the $7.6 million Gain on Sale of Subsidiary recorded in the first quarter, to increase 25 basis points to 50 basis points compared to total company adjusted operating margin of 1.4% in fiscal 2023. This outlook includes an approximate 140 basis point negative impact from non-comparable royalty expenses through May 2024.

As a reminder, fiscal 2023 included a 53rd week which represented approximately $2.2 million in net sales. The outlook for fiscal 2024 incorporates the impact from the comparison of a 52-week fiscal year to a 53-week fiscal year.

 

*Non-GAAP Financial Measures

In addition to reporting financial results in accordance with GAAP, the Company has provided, with respect to the financial results relating to the nine months ended November 2, 2024 and the three and nine months ended October 28, 2023, respectively, adjusted income (loss) from operations, adjusted income (loss) before income taxes and equity in net income of equity method investment, adjusted income (loss) before equity in net income of equity method investment, adjusted net income (loss), and adjusted earnings (loss) per share, which are non-GAAP measures, in order to eliminate the effect of the Gain on Sale of Subsidiary, Gain on Sale of Vince Intangible Assets, Transaction Expenses, the Gain on Sale of Parker Intangible Assets and the associated income tax impact. The Company believes that the presentation of these non-GAAP measures facilitates an understanding of the Company's continuing operations without the impact associated with the aforementioned items. While these types of events can and do recur periodically, they are excluded from the indicated financial information due to their impact on the comparability of earnings across periods. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. A reconciliation of GAAP to non-GAAP results has been provided in Exhibit 3 to this press release.

Conference Call

A conference call to discuss the third quarter results will be held today, December 10, 2024, at 8:30 a.m. ET, hosted by Vince Holding Corp. Interim Chief Executive Officer, Dave Stefko, and Chief Financial Officer, John Szczepanski. During the conference call, the Company may make comments concerning business and financial developments, trends and other business or financial matters. The Company's comments, as well as other matters discussed during the conference call, may contain or constitute information that has not been previously disclosed.

Those who wish to participate in the call may do so by dialing (833) 470-1428, conference ID 402475. Any interested party will also have the opportunity to access the call via the Internet at http://investors.vince.com/. To listen to the live call, please go to the website at least 15 minutes early to register and download any

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necessary audio software. For those who cannot listen to the live broadcast, a recording will be available for 12 months after the date of the event. Recordings may be accessed at http://investors.vince.com.

ABOUT VINCE HOLDING CORP.

Vince Holding Corp. is a global retail company that operates the Vince brand women's and men's ready to wear business. Vince, established in 2002, is a leading global luxury apparel and accessories brand best known for creating elevated yet understated pieces for every day effortless style. Vince Holding Corp. operates 47 full-price retail stores, 14 outlet stores, and its e-commerce site, vince.com and through its subscription service Vince Unfold, www.vinceunfold.com, as well as through premium wholesale channels globally. Please visit www.vince.com for more information.

 

 

Forward-Looking Statements: This document, and any statements incorporated by reference herein contain forward-looking statements under the Private Securities Litigation Reform Act of 1995. Forward-looking statements include the statements under “Outlook” above as well as statements regarding, among other things, our current expectations about possible or assumed future results of operations of the Company and are indicated by words or phrases such as "may," "will," "should," "believe," "expect," "seek," "anticipate," "intend," "estimate," "plan," "target," "project," "forecast," "envision" and other similar phrases. Although we believe the assumptions and expectations reflected in these forward-looking statements are reasonable, these assumptions and expectations may not prove to be correct and we may not achieve the results or benefits anticipated. These forward-looking statements are not guarantees of actual results, and our actual results may differ materially from those suggested in the forward-looking statements. These forward-looking statements involve a number of risks and uncertainties, some of which are beyond our control, including, without limitation: our ability to maintain the license agreement with ABG Vince, a subsidiary of Authentic Brands Group; ABG Vince's expansion of the Vince brand into other categories and territories; ABG Vince's approval rights and other actions; our ability to maintain adequate cash flow from operations or availability under our revolving credit facility to meet our liquidity needs; restrictions on our operations under our credit facilities, our ability to realize the benefits of our strategic initiatives; our ability to improve our profitability; the execution of our customer strategy; our operating experience and brand recognition in international markets; the execution and management of our direct-to-consumer business growth plans; our ability to make lease payments when due; our ability to maintain our larger wholesale partners; our ability to anticipate and/or react to changes in customer demand and attract new customers, including in connection with making inventory commitments; actual or perceived general economic conditions; our ability to remediate the identified material weakness in our internal control over financial reporting; our ability to comply with domestic and international laws, regulations and orders; increased scrutiny regarding our approach to sustainability matters and environmental, social and governance practices; our ability to remain competitive in the areas of merchandise quality, price, breadth of selection and customer service; the transition associated with the appointment of an interim chief executive officer; our ability to attract and retain key personnel; seasonal and quarterly variations in our revenue and income; further impairment of our goodwill; the protection and enforcement of intellectual property rights relating to the Vince brand; our ability to complete the wind down of the Rebecca Taylor business; our ability to mitigate system security risk issues, such as cyber or malware attacks, as well as other major system failures; our ability to optimize our systems, processes and functions; our ability to comply with privacy-related obligations; our ability to ensure the proper operation of the distribution facilities by third-party logistics providers; fluctuations in the price, availability and quality of raw materials; the extent of our foreign sourcing; our reliance on independent manufacturers; the ethical business and compliance practices of our independent manufacturers; our status as a “controlled company”; our status as a “smaller reporting company”; and other factors as set forth from time to time in our Securities and Exchange Commission filings, including those described under "Item 1A—Risk Factors" in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. We intend these forward-looking statements to speak only as of the time of this release and do not undertake to update or revise them as more information becomes available, except as required by law.

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Investor Relations Contact:

ICR, Inc.
Caitlin Churchill, 646-277-1274
Caitlin.Churchill@icrinc.com

 

Vince Holding Corp. and Subsidiaries														Exhibit (1)
Condensed Consolidated Statements of Operations
(Unaudited, amounts in thousands except percentages, share and per share data)
		Three Months Ended								Nine Months Ended
		November 2,				October 28,				November 2,				October 28,
		2024				2023				2024				2023
Net sales		$	80,162			$	84,076			$	213,502			$	217,579
Cost of products sold			40,104				46,891				108,400				118,454
Gross profit			40,058				37,185				105,102				99,125
as a % of net sales			50.0	%			44.2	%			49.2	%			45.6	%
Gain on sale of intangible assets			—				—				—				(32,808	)
Gain on sale of subsidiary			—				—				(7,634	)			—
Selling, general and administrative expenses			34,297				34,356				100,241				98,630
as a % of net sales			42.8	%			40.9	%			47.0	%			45.3	%
Income from operations			5,761				2,829				12,495				33,303
as a % of net sales			7.2	%			3.4	%			5.9	%			15.3	%
Interest expense, net			1,691				1,993				4,984				9,420
Income before income taxes and equity in net income of equity method investment			4,070				836				7,511				23,883
Provision (benefit) for income taxes			—				509				(1,681	)			(5,368	)
Income before equity in net income of equity method investment			4,070				327				9,192				29,251
Equity in net income of equity method investment			279				656				106				863
Net income		$	4,349			$	983			$	9,298			$	30,114
Earnings per share:
Basic earnings per share		$	0.35			$	0.08			$	0.74			$	2.42
Diluted earnings per share		$	0.34			$	0.08			$	0.74			$	2.41
Weighted average shares outstanding:
Basic			12,604,528				12,492,278				12,560,720				12,420,991
Diluted			12,698,188				12,497,328				12,614,960				12,472,878

 

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Vince Holding Corp. and Subsidiaries										Exhibit (2)
Condensed Consolidated Balance Sheets
(Unaudited, amounts in thousands)
		November 2,				February 3,				October 28,
		2024				2024				2023
ASSETS
Current assets:
Cash and cash equivalents		$	892			$	357			$	1,217
Trade receivables, net			29,445				20,671				28,334
Inventories, net			63,775				58,777				69,560
Prepaid expenses and other current assets			6,374				4,997				5,082
Total current assets			100,486				84,802				104,193
Property and equipment, net			6,784				6,972				7,651
Operating lease right-of-use assets			89,067				73,003				72,591
Goodwill			31,973				31,973				31,973
Equity method investment			23,554				26,147				26,500
Other assets			2,840				2,252				2,384
Total assets		$	254,704			$	225,149			$	245,292
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable		$	27,024			$	31,678			$	30,451
Accrued salaries and employee benefits			6,667				3,967				3,726
Other accrued expenses			9,830				8,980				10,824
Short-term lease liabilities			14,174				16,803				18,477
Total current liabilities			57,695				61,428				63,478
Long-term debt			50,600				43,950				57,926
Long-term lease liabilities			85,275				67,705				69,447
Deferred income tax liability and other liabilities			4,030				4,913				3,029
Stockholders' equity			57,104				47,153				51,412
Total liabilities and stockholders' equity		$	254,704			$	225,149			$	245,292

 

 

 

 

 

 

 

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Vince Holding Corp. and Subsidiaries									Exhibit (3)
Reconciliation of GAAP to Non-GAAP measures
(Unaudited, amounts in thousands except share and per share amounts)
	For the Nine Months ended November 2, 2024
	As Reported (GAAP)				Gain on sale of subsidiary				As Adjusted (Non-GAAP)
Income from operations	$	12,495			$	7,634			$	4,861
Interest expense, net		4,984				—				4,984
Income (loss) before income taxes and equity in net loss of equity method investment		7,511				7,634				(123	)
Benefit for income taxes		(1,681	)			—				(1,681	)
Income before equity in net income of equity method investment		9,192				7,634				1,558
Equity in net income of equity method investment		106				—				106
Net income	$	9,298			$	7,634			$	1,664
Earnings per share (1)	$	0.74			$	0.61			$	0.13

 

 

 

 

	For the Three Months ended October 28, 2023
	As Reported (GAAP)				Transaction Related Expenses Associated with the Authentic Transaction				Income tax effect (3)				As Adjusted (Non-GAAP)
Income (loss) from operations	$	2,829			$	(248	)		$	—			$	3,077
Interest expense, net		1,993				—				—				1,993
Income (loss) before income taxes and equity in net income of equity method investment.		836				(248	)			—				1,084
Provision (benefit) for income taxes		509				—				604				(95	)
Income (loss) before equity in net income of equity method investment		327				(248	)			(604	)			1,179
Equity in net income of equity method investment		656				—				—				656
Net income (loss)	$	983			$	(248	)		$	(604	)		$	1,835
Earnings (loss) per share (2)	$	0.08			$	(0.02	)		$	(0.05	)		$	0.15

 

 

 

 

 

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	For the Nine Months ended October 28, 2023
	As Reported (GAAP)				Gain on Sale of Vince Intangible Assets				Transaction Related Expenses Associated with the Authentic Transaction				Gain on Sale of Parker Intangible Assets				Transaction Related Expenses Associated with the sale of Parker Intangible Assets				Income tax effect (3)				As Adjusted (Non-GAAP)
Income (loss) from operations	$	33,303			$	32,043			$	(5,030	)		$	765			$	(150	)		$	—			$	5,675
Interest expense, net		9,420				—				—				—				—				—				9,420
Income (loss) before income taxes and equity in net income of equity method investment.		23,883				32,043				(5,030	)			765				(150	)			—				(3,745	)
(Benefit) Provision for income taxes		(5,368	)			—				—				—				—				(5,523	)			155
Income (loss) before equity in net income of equity method investment		29,251				32,043				(5,030	)			765				(150	)			5,523				(3,900	)
Equity in net income of equity method investment		863				—				—				—				—				—				863
Net income (loss)	$	30,114			$	32,043			$	(5,030	)		$	765			$	(150	)		$	5,523			$	(3,037	)
Earnings (loss) per share (2)	$	2.41			$	2.57			$	(0.40	)		$	0.06			$	(0.01	)		$	0.44			$	(0.24	)

 

(1) As reported and as adjusted are based on diluted weighted-average shares outstanding of 12,698,188 for the three months and 12,614,960 for the nine months ended November 2, 2024, respectively.

 

(2) As reported and as adjusted are based on diluted weighted-average shares outstanding of 12,497,328 for the three months ended October 28, 2023. As reported is based on diluted weighted-average shares outstanding of 12,472,878 and as adjusted is based on basic weighted average shares outstanding of 12,420,991 for the nine months ended October 28, 2023. Accordingly, the sum of the as reported earnings (loss) per share and the reconciling items may not equal the as adjusted earnings (loss) per share.

 

(3) Income tax effect is due primarily to the discrete tax impact associated with the Authentic Transaction related items and for the nine months ended October 28, 2023 is inclusive of a $6.0 million discrete tax benefit. This discrete tax benefit is due to the change in classification of the Company's Vince tradename indefinite-lived intangibles to Assets Held for Sale made during the first quarter as a result of the Authentic Transaction.

 

 

 

 

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v3.24.3

Document And Entity Information	Dec. 10, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 10, 2024
Entity Registrant Name	Vince Holding Corp.
Entity Central Index Key	0001579157
Entity Emerging Growth Company	false
Entity File Number	001-36212
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	75-3264870
Entity Address, Address Line One	500 5th Avenue
Entity Address, Address Line Two	20th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10110
City Area Code	323
Local Phone Number	421-5980
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 par value per share
Trading Symbol	VNCE
Security Exchange Name	NYSE

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