Group 1 - Fastenal Co. is expected to report quarterly earnings of 30 cents per share with revenue projected at $2.13 billion [2] - Safe Pro Group Inc. filed for a mixed shelf offering of up to $100 million, resulting in a 0.7% decline in its shares to $6.75 [2] - enCore Energy Corp. filed for a mixed shelf offering of up to $350 million, with shares falling 2.1% to $3.30 [2] - Vince Holding Corp. announced its transfer from NYSE to Nasdaq, with shares slipping 0.4% to $2.85 [2] - Rocky Mountain Chocolate Factory Inc. is set to release its third-quarter earnings after the market closes, with shares down 0.6% to $1.61 [2]

Summary of Vince Conference Call Company Overview - **Company**: Vince - **Industry**: Contemporary luxury apparel market - **Key Executives Present**: Brendan Hoffman (CEO), Yuji Okumura (CFO), Akiko Okumura (Chief Administrative Officer) [1][2] Core Industry Insights - The fashion industry is described as ever-changing, with Vince positioned as a preeminent player in the contemporary luxury apparel market, known for "quiet luxury" and upscale essentials [2][3] - Vince's competitive landscape includes brands like Rag & Bone, Theory, and Veronica Beard, with a dual-gender product offering [2] Business Strategy and Financial Performance - Vince has embarked on a strategy to improve fundamentals through reduced discounting and increased operational efficiencies, resulting in a significant improvement in cash flow [4][6] - The company faced challenges due to increased tariffs, particularly a 158% tariff on Chinese imports, which initially paralyzed operations but led to a diversification of the sourcing base [6][7][12] - As of 2025, Vince aims to reduce its reliance on China from over 60% to approximately 25%, diversifying sourcing across Asia, South America, and Europe [13][14] Transformation and Cost Management - Vince achieved $10 million in cost savings through a transformation program focused on lowering product costs and optimizing logistics [11] - The company is strategically passing on some price increases to consumers while maintaining its value proposition compared to peer brands [15][16] Marketing and Growth Initiatives - Vince plans to invest in marketing and technology, including dropship capabilities, to enhance brand awareness and reduce inventory risks [19][20] - The company is cautiously optimistic about the upcoming holiday season, with new product offerings and a focus on maintaining customer engagement [22][25] Customer Insights and Market Position - Department store customers are described as "cautiously optimistic," with strong sales performance noted in both men's and women's categories [28] - Vince has expanded its presence in major department stores, enhancing brand visibility and customer experience [28] Future Growth Opportunities - Vince is exploring domestic and international expansion, with recent store openings in Nashville and Sacramento, and plans for further international growth [32][34] - The company is not actively seeking acquisitions but is open to leveraging its platform for licensing opportunities with Authentic Brands Group [34][35] Financial Health and Capital Allocation - Vince has significantly improved its balance sheet, reducing long-term debt from over $120 million to approximately $31 million [40][41] - The company is currently focused on internal growth and does not have immediate plans for dividends or stock buybacks [43] Conclusion - The management expresses confidence in Vince's growth trajectory and encourages investors to consider the stock as a viable investment opportunity despite recent price increases [46]

Core Insights - Vince Holding Corp. reported a gross margin of 50.4% in Q2 FY25, an increase from 47.4% in the same period last year, indicating effective pricing and cost management strategies [1][8] Group 1: Margin Improvement Factors - The margin expansion was driven by lower product costs, strategic pricing on key merchandise, and reduced discounting, contributing approximately 340 basis points, 210 basis points, and 170 basis points respectively [2][3][8] - Despite external pressures such as higher tariffs and increased freight costs, Vince Holding managed to maintain margin growth, showcasing its disciplined cost management approach [3][4] Group 2: Comparison with Competitors - Ralph Lauren Corporation achieved a significantly higher adjusted gross margin of 72.1% in Q1 FY26, supported by its brand elevation strategy and favorable cost conditions [5] - PVH Corp. reported a gross margin of 57.7% in Q2 FY25, down from 60.1% the previous year, affected by higher promotions and costs, indicating challenges in maintaining margins compared to Vince Holding [6] Group 3: Stock Performance and Valuation - Vince Holding's shares have increased by 87.9% over the past month, outperforming the industry growth of 2% [7] - The company trades at a forward price-to-earnings ratio of 48.46X, significantly higher than the industry average of 11.58X, reflecting strong market expectations [9] Group 4: Earnings Estimates - The Zacks Consensus Estimate for Vince Holding's fiscal 2025 earnings indicates a year-over-year growth of 215.8%, while the estimate for fiscal 2026 suggests a decline of 86.7% [10]

Core Points - Vince Holding Corp. will present at Noble Capital Markets' Emerging Growth Virtual Equity Conference on October 9, 2025, at 1:30 PM Eastern Time [1] - The event is free for attendees who wish to register for the live presentation [1] - A webcast of the presentation will be available after the event [1]

Core Viewpoint - Premarket trading is showing notable activity with significant price movements indicating potential investment opportunities before the market opens [1] Premarket Gainers - FGI Industries Ltd. (FGI) is up 278% at $15.02 [3] - Senmiao Technology Limited (AIHS) is up 96% at $4.22 [3] - Conifer Holdings, Inc. (CNFR) is up 86% at $2.11 [3] - WEBTOON Entertainment Inc. (WBTN) is up 39% at $20.81 [3] - Nukkleus Inc. (NUKK) is up 18% at $6.08 [3] - Tantech Holdings Ltd (TANH) is up 12% at $2.13 [3] - Check-Cap Ltd. (CHEK) is up 9% at $2.33 [3] - Ivanhoe Electric Inc. (IE) is up 8% at $9.71 [3] - Wolfspeed, Inc. (WOLF) is up 8% at $3.21 [3] - Bolt Projects Holdings, Inc. (BSLK) is up 5% at $3.95 [3] Premarket Losers - Envirotech Vehicles, Inc. (EVTV) is down 17% at $2.27 [4] - Dave & Buster's Entertainment, Inc. (PLAY) is down 15% at $20.40 [4] - NanoVibronix, Inc. (NAOV) is down 12% at $9.37 [4] - ADTRAN Holdings, Inc. (ADTN) is down 10% at $9.37 [4] - Rain Enhancement Technologies Holdco, Inc. (RAIN) is down 10% at $6.00 [4] - CNS Pharmaceuticals, Inc. (CNSP) is down 7% at $8.50 [4] - AVITA Medical, Inc. (RCEL) is down 7% at $6.22 [4] - Vince Holding Corp. (VNCE) is down 7% at $2.60 [4] - Monte Rosa Therapeutics, Inc. (GLUE) is down 6% at $6.50 [4] - Meiwu Technology Company Limited (WNW) is down 6% at $2.06 [4]

[Introductory Note](index=4&type=section&id=Introductory%20Note) This section outlines Vince Holding Corp.'s history, including its IPO, IP sale, and P180 acquisition, and defines key terms - Vince Holding Corp. (VHC) completed an **IPO in November 2013**, separating non-Vince businesses[8](index=8&type=chunk) - V Opco, a subsidiary, sold its intellectual property assets related to the Vince brand to **ABG-Vince, LLC** on **May 25, 2023**[9](index=9&type=chunk) - **P180 Vince Acquisition Co.** acquired a **majority stake** in the Company from affiliates of Sun Capital Partners, Inc. on **January 22, 2025**[10](index=10&type=chunk) [Disclosures Regarding Forward-Looking Statements](index=4&type=section&id=DISCLOSURES%20REGARDING%20FORWARD-LOOKING%20STATEMENTS) This section outlines forward-looking statements, noting actual results may differ materially due to various risks and uncertainties - Forward-looking statements are subject to **risks and uncertainties**, and actual results may differ materially from expectations[13](index=13&type=chunk) - Key risks include changes in **trade policies and tariffs**, ability to maintain **cash flow and credit facility availability**, general economic conditions, and ability to maintain wholesale partners[14](index=14&type=chunk) - Other risks involve the **license agreement with ABG Vince**, strategic initiative benefits, lease payments, **internal control weaknesses**, and **NYSE** listing compliance[14](index=14&type=chunk) [PART I. FINANCIAL INFORMATION](index=5&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Condensed Consolidated Financial Statements](index=5&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements) This section presents unaudited condensed consolidated financial statements and their accompanying notes [a) Unaudited Condensed Consolidated Balance Sheets](index=5&type=section&id=a)%20Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) | (in thousands) | August 2, 2025 | February 1, 2025 | | :--------------- | :------------- | :--------------- | | **Assets** | | | | Total current assets | $112,071 | $96,576 | | Total assets | $238,972 | $222,735 | | **Liabilities & Stockholders' Equity** | | | | Total current liabilities | $69,736 | $73,546 | | Long-term debt | $31,096 | $19,156 | | Total stockholders' equity | $49,295 | $41,759 | | Total liabilities and stockholders' equity | $238,972 | $222,735 | - Total assets increased by **$16,237 (7.3%)** from **February 1, 2025**, to **August 2, 2025**, primarily driven by an increase in inventories[16](index=16&type=chunk) - Total stockholders' equity increased by **$7,536 (18.0%)** from **February 1, 2025**, to **August 2, 2025**[16](index=16&type=chunk) [b) Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)](index=7&type=section&id=b)%20Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations%20and%20Comprehensive%20Income%20(Loss)) | (in thousands, except per share data) | Three Months Ended August 2, 2025 | Three Months Ended August 3, 2024 | Six Months Ended August 2, 2025 | Six Months Ended August 3, 2024 | | :------------------------------------ | :-------------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Net sales | $73,241 | $74,169 | $131,174 | $133,340 | | Gross profit | $36,938 | $35,131 | $66,101 | $65,044 | | Income from operations | $11,151 | $1,130 | $6,713 | $6,734 | | Net income | $12,060 | $569 | $7,257 | $4,949 | | Basic earnings per share | $0.93 | $0.05 | $0.56 | $0.39 | | Diluted earnings per share | $0.93 | $0.05 | $0.56 | $0.39 | - Net sales decreased by **1.3%** for the three months ended **August 2, 2025**, and by **1.6%** for the six months ended **August 2, 2025**, compared to the prior year periods[19](index=19&type=chunk) - Net income significantly increased to **$12,060 thousand** for the three months ended **August 2, 2025**, from **$569 thousand** in the prior year, and to **$7,257 thousand** for the six months, from **$4,949 thousand**[19](index=19&type=chunk) [c) Unaudited Condensed Consolidated Statements of Stockholders' Equity](index=8&type=section&id=c)%20Unaudited%20Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) | (in thousands, except share amounts) | Balance as of February 1, 2025 | Balance as of August 2, 2025 | | :----------------------------------- | :----------------------------- | :--------------------------- | | Common Stock (Number of Shares) | 12,758,852 | 12,968,548 | | Common Stock (Par Value) | $128 | $130 | | Additional Paid-In Capital | $1,158,279 | $1,158,508 | | Accumulated Deficit | $(1,116,681) | $(1,109,424) | | Accumulated Other Comprehensive Income (Loss) | $33 | $81 | | Total Stockholders' Equity | $41,759 | $49,295 | - Total stockholders' equity increased by **$7,536** from **February 1, 2025**, to **August 2, 2025**, primarily due to net income of **$12,060** and share-based compensation expense[24](index=24&type=chunk) - The number of common shares outstanding increased from **12,758,852** to **12,968,548** during the six-month period[24](index=24&type=chunk) [d) Unaudited Condensed Consolidated Statements of Cash Flows](index=10&type=section&id=d)%20Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) | (in thousands) | Six Months Ended August 2, 2025 | Six Months Ended August 3, 2024 | | :--------------- | :------------------------------ | :------------------------------ | | Net cash used in operating activities | $(7,615) | $(7,072) | | Net cash used in investing activities | $(3,530) | $(1,421) | | Net cash provided by financing activities | $11,319 | $8,081 | | Increase (decrease) in cash, cash equivalents, and restricted cash | $174 | $(412) | | Cash and cash equivalents per balance sheet at end of period | $777 | $711 | - Net cash used in operating activities increased slightly to **$7,615 thousand** for the six months ended **August 2, 2025**, from **$7,072 thousand** in the prior year, primarily due to increased inventories[30](index=30&type=chunk) - Net cash used in investing activities more than doubled to **$3,530 thousand**, driven by higher capital expenditures[30](index=30&type=chunk) [e) Notes to Unaudited Condensed Consolidated Financial Statements](index=11&type=section&id=e)%20Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) [Note 1. Description of Business and Basis of Presentation](index=11&type=section&id=Note%201.%20Description%20of%20Business%20and%20Basis%20of%20Presentation) This note describes Vince Holding Corp.'s business, recent transactions, financial statement basis, liquidity, and revenue recognition - The Company operates the **Vince** brand, a global luxury apparel and accessories brand, after divesting Rebecca Taylor and Parker brands[32](index=32&type=chunk)[34](index=34&type=chunk)[35](index=35&type=chunk) - A strategic partnership with **Authentic Brands Group (ABG)** involved the sale of **Vince IP** for cash and a **25%** membership interest in **ABG Vince**, granting V Opco an exclusive, long-term license[33](index=33&type=chunk) - **P180** acquired a **majority stake** in the Company on **January 22, 2025**, leading to amendments in credit agreements and a significant pay-down of subordinated debt[36](index=36&type=chunk)[37](index=37&type=chunk) - The Company's liquidity sources include cash, operations, the **2023 Revolving Credit Facility**, and capital markets access, with primary cash needs for working capital, debt service, and capital expenditures[43](index=43&type=chunk) [Note 2. Recent Transactions](index=15&type=section&id=Note%202.%20Recent%20Transactions) This note details the Rebecca Taylor wind-down, Vince IP sale to ABG Vince, and P180 Acquisition, outlining their financial implications - The Rebecca Taylor business was wound down, and its intellectual property was sold in **December 2022**. The remaining shares of Rebecca Taylor, Inc. were sold in **May 2024**, resulting in a gain on sale of subsidiary of **$7,634 thousand** for the six months ended **August 3, 2024**[51](index=51&type=chunk)[53](index=53&type=chunk) - The **Vince** intellectual property was sold to **ABG-Vince LLC** for **$76,500 thousand** cash and a **25%** membership interest, with the Company accounting for this investment using the equity method[54](index=54&type=chunk)[56](index=56&type=chunk) - The **P180 Acquisition** involved **P180** purchasing a **majority stake (67%)** in the Company for approximately **$19,800 thousand** and included a **$20,000 thousand** pay-down of the Third Lien Credit Facility by V Opco and a **$7,000 thousand** debt forgiveness by **P180**, leading to a debt extinguishment gain of **$11,575 thousand** recorded as a capital contribution[65](index=65&type=chunk)[67](index=67&type=chunk)[69](index=69&type=chunk) - Under the License Agreement with **ABG Vince**, V Opco has an exclusive, long-term license to use the **Vince** brand **IP** in specified territories and for certain products, with an annual guaranteed minimum royalty of **$11,000 thousand**[59](index=59&type=chunk)[62](index=62&type=chunk) [Note 3. Fair Value Measurements](index=19&type=section&id=Note%203.%20Fair%20Value%20Measurements) This note defines fair value, outlines the three-level hierarchy for financial instruments, and discusses non-financial asset impairment - Fair value is defined as the amount received from selling an asset or paid to transfer a liability in an orderly transaction[71](index=71&type=chunk) - The Company's financial assets and liabilities are measured using a three-level fair value hierarchy: **Level 2** for revolving credit facilities (variable rates, frequent activity) and **Level 3** for the Third Lien Credit Facility (variable rates, unobservable inputs)[71](index=71&type=chunk) - Non-financial assets, such as operating lease **ROU assets** and property and equipment, are assessed for impairment periodically, with no impairment identified for the three and six months ended **August 2, 2025**[73](index=73&type=chunk) [Note 4. Long-Term Debt and Financing Arrangements](index=21&type=section&id=Note%204.%20Long-Term%20Debt%20and%20Financing%20Arrangements) This note details the Company's long-term debt, including credit facilities, their terms, and the impact of the P180 Acquisition | (in thousands) | August 2, 2025 | February 1, 2025 | | :--------------- | :------------- | :--------------- | | Revolving Credit Facilities | $22,862 | $11,413 | | Third Lien Credit Facility | $8,234 | $7,743 | | Total long-term debt | $31,096 | $19,156 | - The **2023 Revolving Credit Facility** provides up to **$85,000 thousand**, maturing on **June 23, 2028**, with interest rates based on **SOFR** or **Base Rate** plus applicable margins, and requires Excess Availability to be no less than the greater of **10.0%** of the **Loan Cap** or **$7,500 thousand**[79](index=79&type=chunk)[80](index=80&type=chunk)[82](index=82&type=chunk) - The Third Lien Credit Facility, initially **$20,000 thousand**, was significantly reduced by approximately **$27,000 thousand** through the Sun Debt Paydown and **P180** Debt Forgiveness in connection with the **P180 Acquisition**, resulting in **$7,500 thousand** remaining outstanding and a debt extinguishment gain of **$11,575 thousand**[96](index=96&type=chunk)[97](index=97&type=chunk) - As of **August 2, 2025**, the Company was in compliance with applicable covenants, with **$42,607 thousand** available under the **2023 Revolving Credit Facility** and a weighted average interest rate of **6.9%** on outstanding borrowings[86](index=86&type=chunk) [Note 5. Inventory](index=26&type=section&id=Note%205.%20Inventory) This note provides the net finished goods inventory values for the reported periods | (in thousands) | August 2, 2025 | February 1, 2025 | | :--------------- | :------------- | :--------------- | | Finished goods, net of reserves | $76,705 | $59,146 | - Finished goods inventory, net of reserves, increased by **$17,559 (29.7%)** from **February 1, 2025**, to **August 2, 2025**[98](index=98&type=chunk) [Note 6. Share-Based Compensation](index=26&type=section&id=Note%206.%20Share-Based%20Compensation) This note details share-based compensation plans, including stock option and RSU activity, and recognized compensation expense - The **Vince 2013 Incentive Plan** allows for grants of stock options, restricted stock, and other awards, with **229,962** shares available for future grants as of **August 2, 2025**[99](index=99&type=chunk) | Stock Options Activity (Six Months Ended August 2, 2025) | Number of Options | | :--------------------------------------- | :---------------- | | Outstanding at February 1, 2025 | — | | Granted | 403,650 | | Forfeited or expired | (3,300) | | Outstanding at August 2, 2025 | 400,350 | | Restricted Stock Units Activity (Six Months Ended August 2, 2025) | Number of Units | | :---------------------------------------- | :-------------- | | Non-vested at February 1, 2025 | 366,399 | | Granted | 5,000 | | Vested | (167,425) | | Non-vested at August 2, 2025 | 203,974 | - Share-based compensation expense was **$96 thousand** for the three months ended **August 2, 2025** (vs. **$255 thousand** in prior year) and **$242 thousand** for the six months ended **August 2, 2025** (vs. **$250 thousand** in prior year)[102](index=102&type=chunk) [Note 7. Stockholders' Equity](index=28&type=section&id=Note%207.%20Stockholders'%20Equity) This note describes the Company's At-the-Market Offering program for common stock sales through Virtu Americas LLC - The Company has an **At-the-Market Offering** program with **Virtu Americas LLC**, allowing it to sell up to **$10 million** of common stock under the **2024 S-3 Registration Statement**[104](index=104&type=chunk) - No offerings or sales of common stock were made under the **Virtu At-the-Market Offering** during the three and six months ended **August 2, 2025**[105](index=105&type=chunk) - As of **August 2, 2025**, **$2,925 thousand** was available under the **Virtu At-the-Market Offering**[105](index=105&type=chunk) [Note 8. Earnings Per Share](index=28&type=section&id=Note%208.%20Earnings%20Per%20Share) This note explains basic and diluted earnings per share calculation and reconciles weighted average shares outstanding | Weighted Average Shares Outstanding | Three Months Ended August 2, 2025 | Three Months Ended August 3, 2024 | Six Months Ended August 2, 2025 | Six Months Ended August 3, 2024 | | :---------------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | :-------------------------------- | | Basic | 12,906,045 | 12,569,488 | 12,863,100 | 12,538,695 | | Diluted | 12,958,739 | 12,617,085 | 12,950,828 | 12,606,575 | - Basic **EPS** is calculated by dividing net income by weighted average common shares outstanding, while diluted **EPS** includes the dilutive effect of share-based awards[106](index=106&type=chunk) - Certain weighted average shares were excluded from diluted **EPS** computation due to their anti-dilutive effect: **522,638** for the three months and **182,809** for the six months ended **August 2, 2025**[107](index=107&type=chunk) [Note 9. Commitments and Contingencies](index=29&type=section&id=Note%209.%20Commitments%20and%20Contingencies) This note addresses legal proceedings, contingencies, and details the recognition and receipt of Employee Retention Tax Credits (ERC) - The Company is involved in ordinary course legal proceedings and believes their ultimate outcome will not materially impact financial position or results[108](index=108&type=chunk) - In the second quarter of fiscal **2025**, the Company received **$7,173 thousand** in payments for Employee Retention Tax Credits (**ERC**) from the **CARES Act**, including **$1,560 thousand** in interest[110](index=110&type=chunk) - The **ERC** benefit of **$5,613 thousand** was recorded as an offset to compensation expense within SG&A, and the **$1,560 thousand** interest was recorded as Other (income)[110](index=110&type=chunk) [Note 10. Income Taxes](index=29&type=section&id=Note%2010.%20Income%20Taxes) This note explains the Company's income tax provision, deferred tax assets, and the impact of the One Big Beautiful Bill Act (OBBBA) - The Company recorded a discrete tax expense of **$58 thousand** for the three and six months ended **August 2, 2025**, related to interest received from the **ERC**[112](index=112&type=chunk) - Despite year-to-date ordinary pre-tax losses, the Company anticipates annual ordinary pre-tax income, but has determined that the tax benefit of year-to-date losses is unlikely to be realized in the current or future years[112](index=112&type=chunk) - The Company maintains a full valuation allowance against its deferred tax assets, which will remain until sufficient positive evidence supports their realization[115](index=115&type=chunk) - The recently enacted **One Big Beautiful Bill Act (OBBBA)** did not have a material impact on the Company's income tax provision for the three and six months ended **August 2, 2025**, and no material effect is anticipated for the full fiscal year[116](index=116&type=chunk) [Note 11. Leases](index=31&type=section&id=Note%2011.%20Leases) This note outlines the Company's operating lease accounting, detailing ROU assets, lease liabilities, total lease cost, and future maturities - The Company has operating leases for real estate, with **ROU assets** and operating lease liabilities recognized based on the present value of future lease payments using an estimated incremental borrowing rate[117](index=117&type=chunk)[118](index=118&type=chunk) | (in thousands) | Three Months Ended August 2, 2025 | Six Months Ended August 2, 2025 | | :--------------- | :-------------------------------- | :------------------------------ | | Operating lease cost | $5,765 | $11,445 | | Variable operating lease cost | $29 | $94 | | Sublease income | $(216) | $(432) | | Total lease cost | $5,578 | $11,107 | | Future Maturity of Lease Liabilities (as of August 2, 2025) | | :------------------------------------ | | Fiscal 2025: $10,222 thousand | | Fiscal 2026: $22,499 thousand | | Fiscal 2027: $19,400 thousand | | Fiscal 2028: $18,581 thousand | | Fiscal 2029: $17,335 thousand | | Thereafter: $41,711 thousand | | Total operating lease liabilities: $102,821 thousand | [Note 12. Segment Financial Information](index=33&type=section&id=Note%2012.%20Segment%20Financial%20Information) This note identifies Vince Wholesale and Direct-to-consumer segments, providing summary financial information and unallocated corporate expenses - The Company operates two reportable segments: **Vince Wholesale** (distributing to department and specialty stores) and **Vince Direct-to-consumer** (distributing through branded retail stores, outlet stores, and e-commerce)[124](index=124&type=chunk) | (in thousands) | Vince Wholesale (3M Aug 2, 2025) | Vince Direct-to-consumer (3M Aug 2, 2025) | Total (3M Aug 2, 2025) | | :--------------- | :------------------------------- | :---------------------------------------- | :--------------------- | | Net Sales | $44,762 | $28,479 | $73,241 | | Total segment income before income taxes and equity in net income of equity method investment | $17,058 | $211 | $17,269 | | (in thousands) | Vince Wholesale (6M Aug 2, 2025) | Vince Direct-to-consumer (6M Aug 2, 2025) | Total (6M Aug 2, 2025) | | :--------------- | :------------------------------- | :---------------------------------------- | :--------------------- | | Net Sales | $75,052 | $56,122 | $131,174 | | Total segment income (loss) before income taxes and equity in net income of equity method investment | $26,455 | $(589) | $25,866 | - Unallocated corporate expenses include SG&A expenses for corporate activities and other charges not directly attributable to segments, and for the three and six months ended **August 2, 2025**, include an **ERC** benefit of **$7,173 thousand**[123](index=123&type=chunk)[130](index=130&type=chunk) [Note 13. Related Party Transactions](index=36&type=section&id=Note%2013.%20Related%20Party%20Transactions) This note details related party transactions, including agreements with ABG Vince, P180 reimbursements, and past dealings with CaaStle and SK Financial - The Company received cash distributions of **$252 thousand** and **$2,028 thousand** from **ABG Vince** under the Operating Agreement for the three and six months ended **August 2, 2025**, respectively[133](index=133&type=chunk) - Royalty payments to **ABG Vince** under the License Agreement were **$550 thousand** and **$8,463 thousand** for the three and six months ended **August 2, 2025**, respectively, with an annual guaranteed minimum royalty of **$11,000 thousand**[134](index=134&type=chunk)[135](index=135&type=chunk) - **P180** agreed to reimburse the Company for approximately **$599 thousand** in fees and expenses related to the **P180 Acquisition**, recorded as trade receivables[136](index=136&type=chunk) - CaaStle, previously a related party due to its relationship with **P180**, is no longer considered a related party, and the Vince Unfold program and platform services agreement were terminated on **April 24, 2025**[137](index=137&type=chunk)[139](index=139&type=chunk) - SK Financial, an affiliate of Sun Capital and former related party, was involved in the Third Lien Credit Facility, which was significantly reduced and is no longer a related party post-**P180 Acquisition**[140](index=140&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=40&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section provides management's perspective on operating results, financial condition, liquidity, seasonality, and critical accounting estimates [Executive Overview](index=40&type=section&id=Executive%20Overview) This overview describes Vince Holding Corp.'s operations of the Vince brand through wholesale and direct-to-consumer channels - **Vince Holding Corp.** operates the **Vince** brand, a global luxury apparel and accessories business, through wholesale and direct-to-consumer channels[150](index=150&type=chunk)[151](index=151&type=chunk) - Recent strategic transactions include a partnership with **Authentic Brands Group** for **Vince IP** and the acquisition of a majority stake by **P180 Vince Acquisition Co.**[152](index=152&type=chunk)[153](index=153&type=chunk) - The Company previously owned and operated Rebecca Taylor and Parker brands, which have since been wound down and sold[154](index=154&type=chunk)[155](index=155&type=chunk) [Results of Operations](index=40&type=section&id=Results%20of%20Operations) [Three Months Ended August 2, 2025 Compared to Three Months Ended August 3, 2024](index=42&type=section&id=Three%20Months%20Ended%20August%202%2C%202025%20Compared%20to%20Three%20Months%20Ended%20August%203%2C%202024) | (in thousands, except per share data) | August 2, 2025 | August 3, 2024 | Change ($) | Change (%) | | :------------------------------------ | :------------- | :------------- | :--------- | :--------- | | Net sales | $73,241 | $74,169 | $(928) | (1.3)% | | Gross profit | $36,938 | $35,131 | $1,807 | 5.1% | | Gross margin | 50.4% | 47.4% | 3.0 pp | | | Selling, general and administrative expenses | $25,787 | $34,001 | $(8,214) | (24.2)% | | Income from operations | $11,151 | $1,130 | $10,021 | 886.8% | | Interest expense, net | $849 | $1,647 | $(798) | (48.5)% | | Other (income) | $(1,560) | — | $(1,560) | N/A | | Net income | $12,060 | $569 | $11,491 | 2020.0% | | Diluted earnings per share | $0.93 | $0.05 | $0.88 | 1760.0% | - Gross margin rate increased by **3.0 pp**, driven by lower product costing and higher pricing (**340 bps** positive impact) and lower discounting (**210 bps** positive impact), partially offset by higher tariffs (**170 bps** negative impact) and increased freight costs (**100 bps** negative impact)[161](index=161&type=chunk)[163](index=163&type=chunk) - SG&A expenses decreased significantly by **$8,214 thousand**, primarily due to a **$5,613 thousand ERC** benefit recorded as an offset to compensation expense and decreased severance costs[161](index=161&type=chunk) [Performance by Segment (Three Months)](index=43&type=section&id=Performance%20by%20Segment%20(Three%20Months)) | (in thousands) | Vince Wholesale (Aug 2, 2025) | Vince Wholesale (Aug 3, 2024) | Change ($) | Change (%) | | :--------------- | :---------------------------- | :---------------------------- | :--------- | :--------- | | Net sales | $44,762 | $47,184 | $(2,422) | (5.1)% | | Income from operations | $17,058 | $16,663 | $395 | 2.4% | | (in thousands) | Vince Direct-to-consumer (Aug 2, 2025) | Vince Direct-to-consumer (Aug 3, 2024) | Change ($) | Change (%) | | :--------------- | :------------------------------------- | :------------------------------------- | :--------- | :--------- | | Net sales | $28,479 | $26,985 | $1,494 | 5.5% | | Income (loss) from operations | $211 | $(1,398) | $1,609 | N/A | - **Vince Direct-to-consumer** comparable sales, including e-commerce, increased by **$1,950 thousand** or **8.1%**, driven by both e-commerce and retail store volume[174](index=174&type=chunk) - The Company closed three net stores since **August 3, 2024**, bringing the total retail store count to **58** (**44** full-price, **14** outlet) as of **August 2, 2025**[174](index=174&type=chunk) [Six Months Ended August 2, 2025 Compared to Six Months Ended August 3, 2024](index=44&type=section&id=Six%20Months%20Ended%20August%202%2C%202025%20Compared%20to%20Six%20Months%20Ended%20August%203%2C%202024) | (in thousands, except per share data) | August 2, 2025 | August 3, 2024 | Change ($) | Change (%) | | :------------------------------------ | :------------- | :------------- | :--------- | :--------- | | Net sales | $131,174 | $133,340 | $(2,166) | (1.6)% | | Gross profit | $66,101 | $65,044 | $1,057 | 1.6% | | Gross margin | 50.4% | 48.8% | 1.6 pp | | | Gain on sale of subsidiary | — | $(7,634) | $7,634 | N/A | | Selling, general and administrative expenses | $59,388 | $65,944 | $(6,556) | (9.9)% | | Income from operations | $6,713 | $6,734 | $(21) | (0.3)% | | Interest expense, net | $1,705 | $3,293 | $(1,588) | (48.2)% | | Other (income) | $(1,560) | — | $(1,560) | N/A | | Net income | $7,257 | $4,949 | $2,308 | 46.6% | | Diluted earnings per share | $0.56 | $0.39 | $0.17 | 43.6% | - Gross margin rate increased by **1.6 pp**, primarily due to lower product costing and higher pricing (**330 bps** positive impact) and lower discounting (**70 bps** positive impact), partially offset by increased freight costs (**150 bps** negative impact) and higher tariffs (**100 bps** negative impact)[177](index=177&type=chunk)[180](index=180&type=chunk) - SG&A expenses decreased by **$6,556 thousand**, mainly due to a **$5,613 thousand ERC** benefit and decreased severance costs, partially offset by increased legal expenses[178](index=178&type=chunk) - Equity in net income (loss) of equity method investment improved from a loss of **$173 thousand** to an income of **$747 thousand**, related to the **25%** interest in **ABG Vince**[184](index=184&type=chunk) [Performance by Segment (Six Months)](index=46&type=section&id=Performance%20by%20Segment%20(Six%20Months)) | (in thousands) | Vince Wholesale (Aug 2, 2025) | Vince Wholesale (Aug 3, 2024) | Change ($) | Change (%) | | :--------------- | :---------------------------- | :---------------------------- | :--------- | :--------- | | Net sales | $75,052 | $77,441 | $(2,389) | (3.1)% | | Income from operations | $26,455 | $26,847 | $(392) | (1.5)% | | (in thousands) | Vince Direct-to-consumer (Aug 2, 2025) | Vince Direct-to-consumer (Aug 3, 2024) | Change ($) | Change (%) | | :--------------- | :------------------------------------- | :------------------------------------- | :--------- | :--------- | | Net sales | $56,122 | $55,899 | $223 | 0.4% | | Loss from operations | $(589) | $(1,462) | $873 | N/A | - **Vince Direct-to-consumer** comparable sales, including e-commerce, increased by **$2,650 thousand** or **5.5%**, due to increased volume in both e-commerce and retail stores[190](index=190&type=chunk) - The **Vince Direct-to-consumer** segment reduced its operating loss from **$1,462 thousand** to **$589 thousand**, primarily due to improved gross margin[191](index=191&type=chunk) [Liquidity and Capital Resources](index=48&type=section&id=Liquidity%20and%20Capital%20Resources) - The Company's liquidity sources include cash, cash flows from operations, borrowings under the **2023 Revolving Credit Facility**, and access to capital markets[192](index=192&type=chunk) - Primary cash needs are for working capital, royalty payments, debt service, and capital expenditures for new stores and leasehold improvements[192](index=192&type=chunk) | (in thousands) | Six Months Ended August 2, 2025 | Six Months Ended August 3, 2024 | | :--------------- | :------------------------------ | :------------------------------ | | Net cash used in operating activities | $(7,615) | $(7,072) | | Net cash used in investing activities | $(3,530) | $(1,421) | | Net cash provided by financing activities | $11,319 | $8,081 | - Net cash used in operating activities for the six months ended **August 2, 2025**, was **$7,615 thousand**, primarily due to a **$17,521 thousand** increase in inventories[195](index=195&type=chunk) - The **2023 Revolving Credit Facility** provides up to **$85,000 thousand**, with **$42,607 thousand** available as of **August 2, 2025**, and **$22,862 thousand** outstanding[202](index=202&type=chunk)[210](index=210&type=chunk) - The Third Lien Credit Facility was reduced by approximately **$27,000 thousand** through the Sun Debt Paydown and **P180** Debt Forgiveness, with **$7,500 thousand** remaining outstanding[220](index=220&type=chunk) [Seasonality](index=54&type=section&id=Seasonality) - The apparel and fashion industry is cyclical, with revenues affected by general economic conditions, consumer spending, and seasonal trends[222](index=222&type=chunk) - Fluctuations in quarterly sales are influenced by the timing of seasonal wholesale shipments and direct-to-consumer sales, indicating that quarterly results may not predict annual performance[222](index=222&type=chunk) [Critical Accounting Estimates](index=54&type=section&id=Critical%20Accounting%20Estimates) - Management's discussion relies on condensed consolidated financial statements prepared using critical accounting policies that require judgments and estimates[223](index=223&type=chunk) - No material changes to critical accounting estimates have occurred as of **August 2, 2025**, from those disclosed in the **2024** Annual Report on Form **10-K**[224](index=224&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=54&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a 'smaller reporting company,' Vince Holding Corp. is exempt from providing quantitative and qualitative market risk disclosures - The Company is exempt from providing quantitative and qualitative disclosures about market risk due to its status as a '**smaller reporting company**' under the Securities Exchange Act of **1934**[225](index=225&type=chunk) [Item 4. Controls and Procedures](index=56&type=section&id=Item%204.%20Controls%20and%20Procedures) This section addresses disclosure controls and internal control over financial reporting, noting a material weakness in user access controls and ongoing remediation [Evaluation of Disclosure Controls and Procedures](index=56&type=section&id=Evaluation%20of%20Disclosure%20Controls%20and%20Procedures) - Management, with CEO and CFO participation, concluded that disclosure controls and procedures were not effective as of **August 2, 2025**, due to an identified material weakness[228](index=228&type=chunk) - Despite the material weakness, management believes the condensed consolidated financial statements fairly state the Company's financial condition, results of operations, and cash flows due to additional analysis and substantive testing[229](index=229&type=chunk) [Material Weakness in Internal Control over Financial Reporting](index=56&type=section&id=Material%20Weakness%20in%20Internal%20Control%20over%20Financial%20Reporting) - A material weakness was identified in internal control over financial reporting due to inadequate user access controls, which failed to ensure appropriate segregation of duties and restrict access to financial applications and data[230](index=230&type=chunk) - This material weakness did not result in a material misstatement to the financial statements but could impact the effectiveness of **IT**-dependent controls[231](index=231&type=chunk) [Remediation Efforts to Address the Material Weakness](index=56&type=section&id=Remediation%20Efforts%20to%20Address%20the%20Material%20Weakness) - Remediation efforts include modifying system access rights to limit generic **IDs**, implementing a full recertification of **AX** user access rights, and improving operational processes for user provisioning and de-provisioning[232](index=232&type=chunk) - The Company continues to follow a comprehensive remediation plan, including routine reviews of user system access and timely removal of access rights upon termination[233](index=233&type=chunk) [Limitations on the Effectiveness of Disclosure Controls and Procedures](index=56&type=section&id=Limitations%20on%20the%20Effectiveness%20of%20Disclosure%20Controls%20and%20Procedures) - Control systems provide only reasonable, not absolute, assurance that objectives are met due to inherent limitations[235](index=235&type=chunk) - Projections of effectiveness to future periods are subject to risks that controls may become inadequate or compliance may deteriorate[237](index=237&type=chunk) [Changes in Internal Control over Financial Reporting](index=58&type=section&id=Changes%20in%20Internal%20Control%20over%20Financial%20Reporting) - There were no changes in internal control over financial reporting during the fiscal quarter ended **August 2, 2025**, that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting[238](index=238&type=chunk) [PART II. OTHER INFORMATION](index=58&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=58&type=section&id=Item%201.%20Legal%20Proceedings) The Company is involved in ordinary course legal proceedings, which management believes will not materially impact its financial position or results - The Company is a party to legal proceedings, compliance matters, environmental, wage and hour, and other labor claims in the ordinary course of business[239](index=239&type=chunk) - Management believes the ultimate outcome of these items will not have a material adverse impact on the Company's financial position, results of operations, or cash flows[239](index=239&type=chunk) [Item 1A. Risk Factors](index=58&type=section&id=Item%201A.%20Risk%20Factors) This section highlights unchanged risk factors from the **2024** Annual Report, focusing on the risk of not maintaining **NYSE** listing due to non-compliance - The Company's risk factors have not materially changed from those disclosed in its **2024** Annual Report on Form **10-K**[240](index=240&type=chunk) - A significant risk is the potential inability to maintain the listing of its common stock on the **NYSE**, as the Company received a notice of non-compliance with the **$50,000 thousand** market capitalization or stockholders' equity requirement[241](index=241&type=chunk)[242](index=242&type=chunk) - The **NYSE** accepted the Company's business plan, granting it until **November 6, 2026**, to regain compliance, but there is no assurance this will be achieved[244](index=244&type=chunk)[245](index=245&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=60&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This item confirms no unregistered sales of equity securities or use of proceeds occurred during the reporting period - No unregistered sales of equity securities or use of proceeds occurred during the reporting period[248](index=248&type=chunk) [Item 3. Defaults Upon Senior Securities](index=60&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) This item indicates that there were no defaults upon senior securities to report - No defaults upon senior securities were reported[249](index=249&type=chunk) [Item 4. Mine Safety Disclosures](index=60&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the Company - Mine Safety Disclosures are not applicable to the Company[250](index=250&type=chunk) [Item 5. Other Information](index=60&type=section&id=Item%205.%20Other%20Information) This item confirms no directors or officers adopted, modified, or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements - No directors or officers adopted, modified, or terminated a **Rule 10b5-1** trading arrangement or a non-**Rule 10b5-1** trading arrangement during the quarter ended **August 2, 2025**[251](index=251&type=chunk) [Item 6. Exhibits](index=60&type=section&id=Item%206.%20Exhibits) This section lists all exhibits filed as part of the Quarterly Report on Form 10-Q, including CEO/CFO certifications and Inline XBRL data - The report includes CEO and CFO Certifications pursuant to Section **302** and Section **906** of the Sarbanes-Oxley Act of **2002**[252](index=252&type=chunk) - Inline **XBRL** Instance, Taxonomy Extension Schema, Calculation, Presentation, and Definition files are provided as exhibits[252](index=252&type=chunk)

Group 1 - Vince Holding Corp. is scheduled to participate in a fireside chat at the Sidoti Small Cap Conference [1] - The event will be held virtually on September 17, 2025, at 10:45 AM Eastern Time [1] - The presentation will be webcast live and accessible online [1]

Core Viewpoint - Vince Holding Corp. experienced a significant increase in stock price following the release of better-than-expected second-quarter results, indicating strong market confidence in the company's performance [1]. Financial Performance - Vince reported quarterly earnings of 38 cents per share, surpassing analyst expectations of a loss of 10 cents [2]. - Quarterly revenue reached $73.24 million, exceeding the Street estimate of $72.88 million [2]. - Gross profit was $36.9 million, representing 50.4% of net sales, an increase from 47.4% the previous year, attributed to lower product costs, higher pricing, and reduced discounting [3]. Business Insights - CEO Brendan Hoffman highlighted that the second-quarter performance was a result of "disciplined execution and strong customer reception" during an extended full-price selling season [3]. - A significant one-time payroll tax credit (ERC benefit) of $7.2 million contributed to the earnings beat, although there was a slight decline in revenue [4]. - The underlying business showed strength with expanded gross margins due to better pricing and lower costs, alongside a recovery in the direct-to-consumer (DTC) segment [5]. Market Reaction - Vince's stock surged by 106.6% to $3.43 on heavy trading volume, with over 60 million shares traded compared to an average of less than 54,000 shares over the past 100 days [6].

分组1 - Vince Holding Corp. reported quarterly earnings of $0.38 per share, exceeding the Zacks Consensus Estimate of a loss of $0.08 per share, and compared to earnings of $0.05 per share a year ago, representing an earnings surprise of +575.00% [1] - The company posted revenues of $73.24 million for the quarter ended July 2025, surpassing the Zacks Consensus Estimate by 0.50%, although this is a decrease from year-ago revenues of $74.17 million [2] - Vince Holding has surpassed consensus EPS estimates three times over the last four quarters and topped consensus revenue estimates two times during the same period [2] 分组2 - Vince Holding shares have declined approximately 58.8% since the beginning of the year, contrasting with the S&P 500's gain of 10.7% [3] - The company's earnings outlook is crucial for investors, as it includes current consensus earnings expectations for upcoming quarters and any recent changes to these expectations [4] - The current consensus EPS estimate for the coming quarter is $0.10 on revenues of $80.93 million, and for the current fiscal year, it is -$0.42 on revenues of $293.26 million [7] 分组3 - The Zacks Industry Rank indicates that the Textile - Apparel industry is currently in the bottom 24% of over 250 Zacks industries, suggesting that the outlook for the industry can significantly impact stock performance [8] - Empirical research shows a strong correlation between near-term stock movements and trends in earnings estimate revisions, which can be tracked by investors or through tools like the Zacks Rank [5][6]

Financial Data and Key Metrics Changes - Total company net sales for Q2 decreased by 1.3% to $73.2 million compared to $74.2 million in Q2 of fiscal 2024 [10] - Gross profit for Q2 was $36.9 million, representing 50.4% of net sales, an increase from $35.1 million or 47.4% of net sales in the same period last year [11] - Net income for Q2 was $12.1 million, or $0.93 per share, compared to $0.6 million, or $0.05 per share in Q2 of the previous year [15] - Adjusted EBITDA for Q2 was $6.7 million, up from $2.7 million in the prior year [15] Business Line Data and Key Metrics Changes - Direct-to-consumer (DTC) segment increased by 5.5%, with both e-commerce and store channels contributing to growth [10] - Wholesale segment saw a decline of 5.1% due to delays in shipments caused by tariff mitigation strategies [10] Market Data and Key Metrics Changes - The company successfully elongated its full-price selling season from spring, which positively impacted gross margin performance [5] - The men's business showed solid performance, particularly in knits and bottoms, while women's wovens and knits also performed well [6] Company Strategy and Development Direction - The company is focused on reinvesting in the business, particularly in top-of-funnel marketing, after successfully navigating tariff challenges [8] - Plans to open new stores in strategic locations, such as Nashville and Sacramento, to enhance geographic coverage and support e-commerce [6] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in the company's strategic positioning despite a dynamic environment, emphasizing strong fundamentals and growth trajectory [9] - The company anticipates net sales for Q3 to be flat to up low single digits compared to the prior year, with cautious consumer sentiment expected [17] Other Important Information - The company has reduced its long-term debt balance to $31.1 million, down from $54.4 million in the prior year [14] - Inventory at the end of Q2 was $76.7 million, an increase from $66.3 million in the same period last year, driven by higher inventory carrying value due to tariffs [15][16] Q&A Session Summary Question: How will the company maximize collection flow next year based on Q2 learnings? - Management noted the need to analyze the benefits of stretching out the spring selling season and will make decisions based on longer-term data [22][23] Question: What is the company's strategy for maintaining wholesale quality and share? - Management highlighted their nimbleness and strong team continuity as competitive advantages in maintaining quality and responding to market changes [24][25] Question: How does the company view price elasticity among its customer base? - Management stated that they carefully evaluate price changes on a style-by-style basis, ensuring value remains intact for both affluent and aspirational customers [25][27] Question: What is the current percentage of products sourced from China? - Management indicated progress in reducing exposure to China, targeting a cap of 25% for any one country, with expectations to achieve this by the holiday season [34][35] Question: What are the trends in freight costs and shipping delays? - Management explained that delays were intentional to manage inventory flow and that freight costs are not expected to see significant increases in the back half of the year [37][40] Question: How many store locations were open in Q2 compared to last year? - Management confirmed there were 40 full-price stores and 14 outlets last year, with new openings planned for Nashville and Sacramento [41][43]