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 every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

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

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

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

As of ~~August~~May 31, ~~2021,~~2022, the registrant had ~~11,926,443~~12,173,314 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”), from the Company. The Company continues to own and operate the Vince business, which includes Vince, LLC.

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

On November 18, 2016, Kellwood Intermediate Holding, LLC and Kellwood Company 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. Prior to the closing, Kellwood Intermediate Holding, LLC and Kellwood Company conducted a pre-closing reorganization pursuant to which certain assets of Kellwood Company were distributed to a newly formed subsidiary of Kellwood Intermediate Holding, LLC, St. Louis Transition, LLC. The transaction closed on December 21, 2016 (the “Kellwood Sale”).

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”). The Acquired Businesses represented all of the operations of CLG.

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

This Quarterly Report on Form 10-Q, and any statements incorporated by reference herein, contain forward-looking statements under the Private Securities Litigation Reform Act of 1995. Forward-looking statements are indicated by words or phrases such as “may,” “will,” “should,” “believe,” “expect,” “seek,” “anticipate,” “intend,” “estimate,” “plan,” “target,” “project,” “forecast,” “envision” and other similar phrases. Although we believe the assumptions and expectations reflected in these forward-looking statements are reasonable, these assumptions and expectations may not prove to be correct and we may not achieve the results or benefits anticipated. These forward-looking statements are not guarantees of actual results, and our actual results may differ materially from those suggested in the forward-looking statements. These forward-looking statements involve a number of risks and uncertainties, some of which are beyond our control, including, without limitation: our ability to realize the benefits of our strategic initiatives, including our ability to successfully implement and execute our omni-channel and customer strategies; our ability to expand our product offerings into new product categories, including the ability to find suitable licensing partners; the impact of the novel coronavirus (COVID-19) pandemic on our business, results of operations and liquidity; general economic conditions; the execution and management of our international expansion, including our ability to promote our brand and merchandise outside the U.S. and find suitable partners in certain geographies; our current and future licensing arrangements; our ability to continue having the liquidity necessary to service our debt, meet contractual payment obligations, and fund our operations; further impairment of our goodwill and indefinite-lived intangible assets; ~~general economic conditions;~~the execution and management of our retail store growth plans; our ability to ~~realize the benefits of our strategic initiatives;~~make lease payments when due; 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 management of our retail store growth plans;~~ the expected effects of the acquisition of the Acquired Businesses on the Company; our ability to successfully manage the transition of the new Chief Executive Officer; 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 weakness in our internal control over financial reporting; our ability to 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 privacy-related obligations; our ability to comply with domestic and international laws, regulations and orders; our ability to anticipate and/or react to changes in customer demand and attract new customers, including in connection with making inventory commitments; our ability to remain competitive in the areas of merchandise quality, price, breadth of selection and customer service; our ability to keep a strong brand image; our ability to attract and retain key personnel; our ability to protect our trademarks in the U.S. and internationally; the execution and management of our international expansion, including our ability to promote our brand and merchandise outside the U.S. and find suitable partners in certain geographies; our current and future licensing arrangements; seasonal and quarterly variations in our revenue and income; 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; ~~the extent of our foreign sourcing;~~ fluctuations in the price, availability and quality of raw materials; commodity, raw material and other cost increases; the extent of our foreign sourcing; our reliance on independent manufacturers; other 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 Annual Report on Form 10-K filed with the Securities and Exchange Commission on April ~~30, 2021~~29, 2022 (the ~~“2020~~“2021 Annual Report on Form 10-K”) under the heading ~~“Item~~“Part I, Item 1A—Risk Factors.” We intend these forward-looking

statements to speak only as of the date of this ~~report~~Quarterly Report on Form 10-Q and do not undertake to update or revise them as more information becomes available, except as required by law.

	July 31,			January 30,			April 30,			January 29,
	2021			2021			2022			2022
Assets
Current assets:
Cash and cash equivalents	$	1,524		$	3,777		$	1,260		$	1,056
Trade receivables, net		31,158			31,878			25,135			29,948
Inventories, net		74,336			68,226			83,347			78,564
Prepaid expenses and other current assets		5,614			6,703			4,644			5,804
Total current assets		112,632			110,584			114,386			115,372
Property and equipment, net		17,687			17,741			16,236			17,117
Operating lease right-of-use assets, net		88,992			91,982			87,572			92,677
Intangible assets, net		76,163			76,491			75,671			75,835
Goodwill		31,973			31,973			31,973			31,973
Other assets		3,745			4,173			3,480			4,253
Total assets	$	331,192		$	332,944		$	329,318		$	337,227

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	50,789		$	40,216		$	42,584		$	46,722
Accrued salaries and employee benefits		5,268			4,231			9,437			6,244
Other accrued expenses		12,451			15,688			11,938			13,226
Short-term lease liabilities		24,231			22,085			22,925			22,700
Current portion of long-term debt		1,375			—			3,500			2,625
Total current liabilities		94,114			82,220			90,384			91,517
Long-term debt		84,759			84,485			93,830			88,869
Long-term lease liabilities		90,655			97,144			89,018			94,367
Deferred income tax liability		5,561			1,688			6,066			6,067
Other liabilities		1,200			1,200			626			627

Commitments and contingencies (Note 8)
Commitments and contingencies (Note 9)

Stockholders' equity:
Common stock at $0.01 par value (100,000,000 shares authorized, 11,923,107 and 11,809,023 shares issued and outstanding at July 31, 2021 and January 30, 2021, respectively)		119			118
Common stock at $0.01 par value (100,000,000 shares authorized, 12,127,533 and 11,986,127 shares issued and outstanding at April 30, 2022 and January 29, 2022, respectively)								121			120
Additional paid-in capital		1,139,145			1,138,247			1,141,304			1,140,516
Accumulated deficit		(1,084,242	)		(1,072,030	)		(1,091,903	)		(1,084,734	)
Accumulated other comprehensive loss		(119	)		(128	)		(128	)		(122	)
Total stockholders' equity		54,903			66,207			49,394			55,780
Total liabilities and stockholders' equity	$	331,192		$	332,944		$	329,318		$	337,227

	Three Months Ended						Six Months Ended						Three Months Ended
	July 31,			August 1,			July 31,			August 1,			April 30,			May 1,
	2021			2020			2021			2020			2022			2021
Net sales	$	78,673		$	37,022		$	136,206		$	76,040		$	78,376		$	57,533
Cost of products sold		43,295			23,682			75,345			46,700			42,741			32,050
Gross profit		35,378			13,340			60,861			29,340			35,635			25,483
Impairment of goodwill and intangible assets		—			—			—			13,848
Impairment of long-lived assets		—			—			—			13,026
Selling, general and administrative expenses		32,743			27,348			65,327			65,892			40,920			32,584
Income (loss) from operations		2,635			(14,008	)		(4,466	)		(63,426	)
Loss from operations														(5,285	)		(7,101	)
Interest expense, net		1,927			1,022			3,805			2,047			1,884			1,878
Other expense (income), net		—			4			—			(2,303	)
Income (loss) before income taxes		708			(15,034	)		(8,271	)		(63,170	)
Loss before income taxes														(7,169	)		(8,979	)
Provision for income taxes		1,298			28			3,941			70			—			2,643
Net loss	$	(590	)	$	(15,062	)	$	(12,212	)	$	(63,240	)	$	(7,169	)	$	(11,622	)
Other comprehensive income (loss):
Other comprehensive (loss) income:
Foreign currency translation adjustments		2			(1	)		9			(42	)		(6	)		7
Comprehensive loss	$	(588	)	$	(15,063	)	$	(12,203	)	$	(63,282	)	$	(7,175	)	$	(11,615	)

Loss per share:
Basic loss per share	$	(0.05	)	$	(1.28	)	$	(1.03	)	$	(5.39	)	$	(0.60	)	$	(0.98	)
Diluted loss per share	$	(0.05	)	$	(1.28	)	$	(1.03	)	$	(5.39	)	$	(0.60	)	$	(0.98	)
Weighted average shares outstanding:
Basic		11,898,360			11,784,007			11,855,535			11,739,061			12,030,826			11,812,710
Diluted		11,898,360			11,784,007			11,855,535			11,739,061			12,030,826			11,812,710

	Common Stock																	Common Stock
	Number of Shares Outstanding			Par Value		Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders' Equity			Number of Shares Outstanding			Par Value		Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders' Equity
Balance as of January 30, 2021		11,809,023		$	118	$	1,138,247		$	(1,072,030	)	$	(128	)	$	66,207
Balance as of January 29, 2022																			11,986,127		$	120	$	1,140,516		$	(1,084,734	)	$	(122	)	$	55,780
Comprehensive loss:
Net loss		—			—		—			(11,622	)		—			(11,622	)		—			—		—			(7,169	)		—			(7,169	)
Foreign currency translation adjustment		—			—		—			—			7			7			—			—		—			—			(6	)		(6	)
Common stock issuance, net of certain fees																			36,874			—		305			—			—			305
Share-based compensation expense		—			—		331			—			—			331			—			—		609			—			—			609
Restricted stock unit vestings		2,382			—		—			—			—			—			118,831			1		(1	)		—			—			—
Tax withholdings related to restricted stock vesting		(985	)		—		(8	)		—			—			(8	)		(16,962	)		—		(148	)		—			—			(148	)
Issuance of common stock related to Employee Stock Purchase Plan ("ESPP")		4,832			—		49			—			—			49			2,663			—		23			—			—			23
Balance as of May 1, 2021		11,815,252		$	118	$	1,138,619		$	(1,083,652	)	$	(121	)	$	54,964
Comprehensive loss:
Net loss		—			—		—			(590	)		—			(590	)
Foreign currency translation adjustment		—			—		—			—			2			2
Share-based compensation expense		—			—		558			—			—			558
Restricted stock unit vestings		110,025			1		(1	)		—			—			—
Tax withholdings related to restricted stock vesting		(4,608	)		—		(54	)		—			—			(54	)
Issuance of common stock related to ESPP		2,438			—		23			—			—			23
Balance as of July 31, 2021		11,923,107		$	119	$	1,139,145		$	(1,084,242	)	$	(119	)	$	54,903
Balance as of April 30, 2022																			12,127,533		$	121	$	1,141,304		$	(1,091,903	)	$	(128	)	$	49,394

	Common Stock																	Common Stock
	Number of Shares Outstanding			Par Value		Additional Paid-In Capital			Accumulated Deficit			Accumulated Other Comprehensive Loss			Total Stockholders' Equity			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
Balance as of January 30, 2021																			11,809,023		$	118	$	1,138,247		$	(1,072,030	)	$	(128	)	$	66,207
Comprehensive loss:
Net loss		—			—		—			(15,062	)		—			(15,062	)		—			—		—			(11,622	)		—			(11,622	)
Foreign currency translation adjustment		—			—		—			—			(1	)		(1	)		—			—		—			—			7			7
Share-based compensation expense		—			—		525			—			—			525			—			—		331			—			—			331
Restricted stock unit vestings		25,020			—		(1	)		—			—			(1	)		2,382			—		—			—			—			—
Tax withholdings related to restricted stock vesting		(3,135	)		—		(17	)		—			—			(17	)		(985	)		—		(8	)		—			—			(8	)
Issuance of common stock related to ESPP		4,257			—		24			—			—			24			4,832			—		49			—			—			49
Balance as of August 1, 2020		11,795,824		$	118	$	1,138,014		$	(1,069,621	)	$	(145	)	$	68,366
Balance as of May 1, 2021																			11,815,252		$	118	$	1,138,619		$	(1,083,652	)	$	(121	)	$	54,964

	Six Months Ended						Three Months Ended
	July 31, 2021			August 1, 2020			April 30, 2022			May 1, 2021
Operating activities
Net loss	$	(12,212	)	$	(63,240	)	$	(7,169	)	$	(11,622	)
Add (deduct) items not affecting operating cash flows:
Adjustment to Tax Receivable Agreement Liability		—			(2,320	)
Impairment of goodwill and intangible assets		—			13,848
Impairment of long-lived assets		—			13,026
Depreciation and amortization		3,119			3,654			1,558			1,638
Provision for bad debt		(100	)		2,001			39			(19	)
Amortization of deferred financing costs		401			277			214			170
Deferred income taxes		3,872			102			—			2,609
Share-based compensation expense		889			1,066			609			331
Capitalized PIK Interest		1,257			—			699			636
Changes in assets and liabilities:
Receivables, net		821			20,067			4,773			5,075
Inventories		(6,101	)		(25,740	)		(4,803	)		(3,509	)
Prepaid expenses and other current assets		1,459			3,135			69			748
Accounts payable and accrued expenses		7,893			11,775			(2,164	)		1,684
Other assets and liabilities		(1,588	)		1,097			1,767			(535	)
Net cash used in operating activities		(290	)		(21,252	)		(4,408	)		(2,794	)
Investing activities
Payments for capital expenditures		(1,919	)		(1,597	)		(622	)		(476	)
Net cash used in investing activities		(1,919	)		(1,597	)		(622	)		(476	)
Financing activities
Proceeds from borrowings under the Revolving Credit Facilities		137,739			106,048			91,573			63,236
Repayment of borrowings under the Revolving Credit Facilities		(137,554	)		(82,548	)		(86,507	)		(62,462	)
Proceeds from common stock issuance, net of certain fees								305			—
Tax withholdings related to restricted stock vesting		(62	)		(222	)		(148	)		(8	)
Proceeds from stock option exercises, restricted stock vesting, and issuance of common stock under employee stock purchase plan		72			24			23			49
Financing fees		(288	)		(225	)
Net cash (used in) provided by financing activities		(93	)		23,077
(Decrease) increase in cash, cash equivalents, and restricted cash		(2,302	)		228
Net cash provided by financing activities								5,246			815
Increase (decrease) in cash, cash equivalents, and restricted cash								216			(2,455	)
Effect of exchange rate changes on cash, cash equivalents, and restricted cash		10			(14	)		(15	)		9
Cash, cash equivalents, and restricted cash, beginning of period		3,858			647			1,096			3,858
Cash and cash equivalents, and restricted cash, end of period		1,566			861
Cash, cash equivalents, and restricted cash, end of period								1,297			1,412
Less: restricted cash at end of period		42			79			37			42
Cash and cash equivalents per balance sheet at end of period	$	1,524		$	782		$	1,260		$	1,370

Supplemental Disclosures of Cash Flow Information
Cash payments for interest	$	2,549		$	1,622		$	877		$	1,078
Cash payments for income taxes, net of refunds		75			(153	)		9			8
Supplemental Disclosures of Non-Cash Investing and Financing Activities
Capital expenditures in accounts payable and accrued liabilities		817			270			181			80
Deferred financing fees in accrued liabilities		—			300			—			30

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. References to “Vince”, “Rebecca Taylor” or “Parker” refer only to the referenced brand.

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”).

(A) Description of Business: 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 creating elevated yet understated pieces for every day effortless style. Rebecca Taylor, founded in 1996 in New York City, is a contemporary womenswear line lauded for its signature prints, romantic detailing and vintage inspired aesthetic, reimagined for a modern era. Parker, founded in 2008 in New York City, is a contemporary women’s fashion brand that is trend focused. While we continue to believe that the Parker brand complements our portfolio, during the first half of fiscal 2020 the Company decided to pause the creation of new products to focus resources on the operations of the Vince and Rebecca Taylor ~~brands and to preserve liquidity.~~brands.

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 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 U.S. generally accepted accounting principles (“GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission ~~(“SEC”~~(the “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 ~~30, 2021,~~29, 2022, as set forth in the ~~2020~~2021 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 ~~July 31, 2021.~~April 30, 2022. All intercompany accounts and transactions have been ~~eliminated.~~eliminated in consolidation. In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting solely of normal recurring adjustments) and disclosures necessary 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.

(C) Use of Estimates: The preparation of financial statements in conformity with GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the 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 financial statements. Actual results could differ from estimates and assumptions in amounts that may be material to the 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,~~the novel coronavirus (“COVID-19”), which was declared a pandemic by the World Health Organization in March 2020, 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 condensed consolidated financial statements are issued.

~~The following summarizes the various measures we have implemented to effectively manage the business as well as the impacts from the COVID-19 pandemic during fiscal 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 fiscal 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 Consolidated Statements of Operations and Comprehensive Income (Loss). See “Note 1 – Description of Business and Summary of Significant Accounting Policies – (K) Impairment of Long-lived Assets” in the 2020 Annual Report on Form 10-K for additional information.

The Company incurred a non-cash impairment charge of $13,848 on goodwill and intangible assets during fiscal 2020 as a result of the decline in long-term projections due to COVID-19. See Note 3 “Goodwill and Intangible Assets” in the 2020 Annual Report on Form 10-K for additional information;

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

The unpredictable nature of the COVID-19 pandemic could negatively affect the outcome of the measures intended to address its impact and/or our current expectations of ~~the Company’s~~our 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; 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 Company’s business, financial condition, cash flow, liquidity and results of operations.performance.

(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 amended and restated and as defined below) and the Company’s ability to access capital ~~markets.~~markets, including the Open Market Sale Agreement^SM entered into with Jefferies LLC in September 2021 (see Note 7 “Stockholders’ Equity” for further information). The Company’s primary cash needs are funding working capital requirements, meeting debt service requirements, and capital expenditures for new stores and related leasehold improvements.Based on 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 Company’s recent financial results have been, and its future financial results may be, subject to substantial fluctuations, and may be impacted by business conditions and macroeconomic factors, including the impact of the COVID-19 pandemic and the armed conflict between Ukraine and Russia. The Company’s ability to continue to meet its obligations is dependent on its ability to generate positive cash flow from a combination of initiatives and any failure to successfully implement these initiatives could require the Company to implement alternative plans to satisfy its liquidity needs. In the event that the Company is unable to timely service its debt, meet other contractual payment obligations or fund other liquidity needs, the Company may need to refinance all or a portion of its indebtedness before maturity, seek waivers of or amendments to contractual obligations for payment, reduce or delay scheduled expansions and capital expenditures, sell material assets or operations or seek other financing opportunities.

(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 1112 “Segment Financial Information” for disaggregated revenue amounts by segment.

Revenue associated with gift cards is recognized upon redemption and unredeemed balances are considered a contract liability and recorded within other accrued expenses, which are subject to escheatment within the jurisdictions in which it operates. As of ~~July 31, 2021~~April 30, 2022 and January ~~30, 2021,~~29, 2022, the contract liability was ~~$1,564~~$1,744 and ~~$1,618,~~$1,739, respectively. For the three ~~and six~~ months ended ~~July 31, 2021,~~April 30, 2022, the Company recognized ~~$69 and $157, respectively,~~$133 of revenue that was previously included in the contract liability as of January ~~30, 2021.~~29, 2022.

(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 ~~December 2019,~~June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ~~2019-12: “Income Taxes~~ ~~(Topic 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 Accounting Standards Codification (“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. The Company adopted the guidance on January 31, 2021, the first day of fiscal 2021, 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~~Accounting Standards Codification 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 transferred to a customer. When trade receivables are recorded, they become subject to the CECL model and estimates of expected credit losses on trade receivables over their contractual life will be required to 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.

The total carrying amount of goodwill is net of accumulated impairments of $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 discounted cash flows and market comparisons. “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 statements of operations and comprehensive income (loss) for the six months ended August 1, 2020. There were 0 impairment charges for the three and six months ended July 31, 2021.

(in thousands)	Gross Amount		Accumulated Amortization			Accumulated Impairments			Net Book Value		Gross Amount		Accumulated Amortization			Accumulated Impairments			Net Book Value
Balance as of July 31, 2021
Balance as of April 30, 2022
Amortizable intangible assets:
Customer relationships	$	31,355	$	(21,336	)	$	(6,115	)	$	3,904	$	31,355	$	(21,785	)	$	(6,115	)	$	3,455
Tradenames		13,100		(114	)		(12,527	)		459		13,100		(157	)		(12,527	)		416
Indefinite-lived intangible assets:
Tradenames		110,986		—			(39,186	)		71,800		110,986		—			(39,186	)		71,800
Total intangible assets	$	155,441	$	(21,450	)	$	(57,828	)	$	76,163	$	155,441	$	(21,942	)	$	(57,828	)	$	75,671

(in thousands)	Gross Amount		Accumulated Amortization			Accumulated Impairments			Net Book Value		Gross Amount		Accumulated Amortization			Accumulated Impairments			Net Book Value
Balance as of January 30, 2021
Balance as of January 29, 2022
Amortizable intangible assets:
Customer relationships	$	31,355	$	(21,036	)	$	(6,115	)	$	4,204	$	31,355	$	(21,635	)	$	(6,115	)	$	3,605
Tradenames		13,100		(86	)		(12,527	)		487		13,100		(143	)		(12,527	)		430
Indefinite-lived intangible assets:
Tradenames		110,986		—			(39,186	)		71,800		110,986		—			(39,186	)		71,800
Total intangible assets	$	155,441	$	(21,122	)	$	(57,828	)	$	76,491	$	155,441	$	(21,778	)	$	(57,828	)	$	75,835

~~During the first quarter of fiscal 2020, t~~he Company estimated the fair value of the Vince and Rebecca Taylor tradename indefinite-lived intangible assets using a discounted cash flow valuation analysis, which is based on the relief from royalty method and determined that the fair value of the Vince and Rebecca Taylor tradenames were below their carrying amounts. Accordingly, the Company recorded an impairment charge for the Vince and Rebecca Taylor tradename indefinite-lived intangible assets of $4,386, which was recorded within Impairment of goodwill and intangible assets on the condensed consolidated statements of operations and comprehensive income (loss) for the six months ended August 1, 2020. There were 0 such impairment charges for the three and six months ended July 31, 2021.

Amortization of identifiable intangible assets was $164 ~~and $328~~ for the three ~~and six~~ months ended ~~July 31, 2021, respectively,~~April 30, 2022, and ~~$163 and $328~~$164 for the three ~~and six~~ months ended ~~August~~May 1, ~~2020, respectively.~~2021. The estimated amortization expense for identifiable intangible assets is $655 for each fiscal year for the next five fiscal years.

We define the fair value of a financial instrument as the amount that would be received from the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. We are responsible for the determination of the value of the investments carried at fair value and the supporting methodologies and assumptions. The Company’s financial assets and liabilities are to be measured using inputs from three levels of the fair value hierarchy as follows:

The Company did 0t have any non-financial assets or non-financial liabilities recognized at fair value on a recurring basis at ~~July 31, 2021~~April 30, 2022 or January 29, 2022. At April 30, ~~2021. At July 31, 2021~~2022 and January ~~30, 2021,~~29, 2022, the Company believes that the carrying values of cash and cash equivalents, receivables, and accounts payable approximate fair value, due to the short-term maturity of these instruments. The Company’s debt obligations with a carrying value of ~~$87,339~~$98,475 as of ~~July 31, 2021~~April 30, 2022 are at variable interest rates. Borrowings under the Company’s 2018 Revolving Credit Facility (as amended and restated and as defined below) are recorded at carrying value, which approximates fair value due to

the frequent nature of such borrowings and repayments. The Company considers this as a Level 2 input. The fair value of the Company’s ~~2018~~ Term Loan Credit Facility (as defined below) and the Third Lien Credit Facility (as defined below) was approximately $~~25,000~~$34,000 and $~~22,000~~,$24,000, respectively, as of ~~July 31, 2021~~April 30, 2022 based upon estimated market value calculations that factor principal, time to maturity, interest rate, and current cost of debt. The Company considers this a Level 3 input.

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

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

~~The following table presents the non-financial assets the Company measured at fair value on a non-recurring basis for the 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 Income (Loss). See Note 1 “Description of Business and Basis of Presentation – (D) COVID-19” for additional information.11

⁽²⁾ Recorded within Impairment of goodwill and intangible assets on the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 2 “Goodwill and Intangible Assets” for additional information.

	July 31,		January 30,		April 30,		January 29,
(in thousands)	2021		2021		2022		2022
Long-term debt:
Term Loan Facilities	$	24,750	$	24,750	$	35,000	$	35,000
Revolving Credit Facilities		40,584		40,399		39,689		34,624
Third Lien Credit Facility		22,005		20,748		23,786		23,087
Total debt principal		87,339		85,897		98,475		92,711
Less: current portion of long-term debt		1,375		—		3,500		2,625
Less: deferred financing costs		1,205		1,412		1,145		1,217
Total long-term debt	$	84,759	$	84,485	$	93,830	$	88,869

On ~~August 21, 2018,~~September 7, 2021, Vince, LLC entered into a new term loan credit facility as described below. The proceeds were used to repay in full all outstanding amounts under the $27,500 senior secured term loan facility (the “2018 Term Loan Facility”) pursuant to a credit agreement originally entered into on August 21, 2018 and a portion of the borrowings outstanding under the 2018 Revolving Credit Facility. The 2018 Term Loan Facility was terminated.

Vince, LLC entered into a new $35,000 senior secured term loan credit facility (the “Term Loan Credit Facility”) pursuant to a Credit Agreement (the “Term Loan Credit Agreement”) by and among Vince, LLC, as the borrower, ~~VHC and Vince Intermediate Holdings, LLC, a direct subsidiary of VHC and~~ the ~~direct parent company of Vince, LLC (“Vince Intermediate”), as~~ guarantors ~~Crystal Financial,~~named therein, PLC Agent, LLC, as administrative agent and collateral agent, and the other lenders from time to time party thereto. ~~The 2018~~Vince Holding Corp. and Vince Intermediate Holding, LLC (“Vince Intermediate”) are guarantors under the Term Loan Credit Facility. The Term Loan Credit Facility matures on the earlier of September 7, 2026 and 91 days after the maturity date of the 2018 Revolving Credit Facility (as defined below).

amount. ~~The 2018~~In addition, the Term Loan ~~Facility matures on~~Credit Agreement requires mandatory prepayments upon the ~~earlier~~occurrence of ~~August 21, 2023 and the maturity date of the 2018 Revolving Credit Facility~~certain events, including but not limited to, an Excess Cash Flow payment (as defined ~~below).~~in the Term Loan Credit Agreement), subject to reductions for voluntary prepayments made during such fiscal year, commencing with the fiscal year ending January 28, 2023.

The ~~2018~~ Term Loan Credit Facility contains a requirement that Vince, LLC will maintain an availability under its 2018 Revolving Credit Facility of the greater of 10% of the commitments thereunder or $9,500. The Term Loan Credit Facility did not permit dividends prior to April 30, 2022, or an earlier date designated by Vince, LLC (the period until such date, the “Accommodation Period”) and now permits them to the extent that no default or event of default is continuing or would result from a ~~Consolidated Fixed Charge Coverage Ratio (as defined in~~contemplated dividend, so long as after giving pro forma effect to the ~~credit agreement~~contemplated dividend subtracting any accounts payable amounts that are or are projected to be past due for the ~~2018 Term Loan Facility) as~~following six months, excess availability for such six month period will be at least the greater of 25.0% 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, 2019aggregate lending commitments and ~~February 1, 2020 and 1.75:1.00 for the fiscal quarter ending May 2, 2020 and each fiscal quarter thereafter.~~$15,000. In addition, the ~~2018~~ Term Loan Credit 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, burdensome agreements, guarantees, investments, loans, asset sales, mergers, acquisitions, prepayment of other debt, the repurchase of capital stock, transactions with affiliates, and the ability to change the nature of ~~the Company’s~~its business or its fiscal year, and distributions and dividends. ~~The 2018~~Furthermore, the Term Loan Facility generally permits dividends to the extent that no default or event of default is continuing or would result 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 (as defined in the credit agreement for the 2018 Term Loan Facility) and $10,000, (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), 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 LoanCredit Facility is subject to a Borrowing Base (as defined in the ~~credit agreement of the 2018~~ Term Loan ~~Facility)~~Credit Agreement) which can, under certain conditions result in the imposition of a reserve under the 2018 Revolving Credit Facility.

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 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 the fiscal years ended January 30, 2021 and February 1, 2020.

On March 30, 2020, Vince, LLC entered into 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 “Third Amendment 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 Third Amendment Extended Accommodation Period; (iii) revises the Fixed Charge Coverage Ratio required to be maintained following the Third Amendment 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; (iv) 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); (v) 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 (vi) during the Third Amendment 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.

$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 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 income (loss) in fiscal 2020.~~ ~~The remaining $150 of financing costs~~ ~~were recorded as deferred debt issuance costs which will be amortized over the remaining term of the 2018 Term Loan Facility~~.

On December 11, 2020, Vince, LLC entered into the Fifth Amendment (the “Fifth Term Loan Amendment”) to the 2018 Term Loan Facility. The Fifth Term Loan Amendment, among other things, (i) extends the suspension of the FCCR covenant through the Extended Accommodation Period; (ii) extends the period through which the applicable margin is increased to 9.0% or 7.0%, subject to a pricing grid based on Consolidated EBITDA through the Extended Accommodation Period; (iii) extends the period from October 30, 2021 to January 29, 2022, during which the cap on which certain items eligible to be added back to “Consolidated EBITDA” (as defined in the 2018 Term Loan Facility) is increased to 27.5% from 22.5%; (iv) requires Vince, LLC to maintain an FCCR of 1.0 to 1.0 in the event the excess availability under the 2018 Revolving Credit Facility is less than (x) $7,500 through the end of the Accommodation Period; and (y) $10,000 from August 1, 2020 through the end of the Extended Accommodation Period; (v) revises the FCCR required to be maintained commencing with the fiscal quarter ending January 29, 2022 and for each fiscal quarter thereafter to be 1.25 to 1.0; (vi) waives the amortization payments due on January 1, 2021, April 1, 2021, July 1, 2021, October 1, 2021 and January 1, 2022; (vii) permits Vince, LLC to incur the debt under the Third Lien Credit Facility (as described below); (viii) resets the prepayment premium to 3.0% of the prepaid amount if prepaid prior to the first anniversary of the Fifth Term Loan Amendment effective date, 1.5% of the prepaid amount if prepaid prior to the second anniversary of the Fifth Term Loan Amendment effective date and 0% thereafter; (ix) requires an engagement by the Company of a financial advisor from February 1, 2021 until March 31, 2021 (or until the excess availability is greater than 25% of the loan cap for a period of at least thirty days, whichever is later) to assist in the preparation of certain financial reports, including the review of the weekly cashflow reports and other items; and (x) revises the advance rate on the intellectual property to 60% of its appraised value. As of April ~~2021, the requirement to engage a financial advisor has been satisfied.~~

~~As a result of the Fifth Term Loan Amendment, the Company incurred $150 of additional financing costs. In accordance with ASC Topic 470,~~ ~~“Debt”~~, the Company accounted for this amendment as a debt modification and recorded the additional deferred financing costs as deferred debt issuance costs which will be amortized over the remaining term of the 2018 Term Loan.

On April 26, 2021, Vince, LLC, entered into the Sixth Amendment (the “Sixth Term Loan Amendment”) to the 2018 Term Loan Facility, dated August 21, 2018, by and among Vince, as the borrower, the guarantors named therein, Crystal Financial LLC, as administrative agent and collateral agent, and the other lenders from time to time party thereto.

The Sixth Term Loan Amendment, among other things, (i) extends the period during which the FCCR covenant is temporarily suspended, resuming for the fiscal quarter ending January 28, 2023 (previously, through January 29, 2022) (such period, until the delivery of the compliance certificate with respect to the fiscal quarter ending January 28, 2023, the “Sixth Amendment Extended Accommodation Period”); (ii) extends the period through which the applicable margin is increased to 9.0% or 7.0%, subject to a pricing grid based on Consolidated EBITDA through the Sixth Amendment Extended Accommodation Period, and the period for which 2% of interest is deferred through the first anniversary of the Sixth Term Loan Amendment; (iii) requires Vince to maintain an FCCR of 1.0 to 1.0 in the event the excess availability under the 2018 Revolving Credit Facility is less than $7,500 until July 31, 2021 and $10,000 after August 1, 2021 through the end of the Sixth Amendment Extended Accommodation Period; (iv) resets the prepayment premium to 3.0% of the prepaid amount if prepaid prior to the first anniversary of the Sixth Term Loan Amendment effective date, 1.5% of the prepaid amount if prepaid prior to the second anniversary of the Sixth Term Loan Amendment and NaN thereafter; and (v) decreases the advance rate on the eligible intellectual property to 55% from 60% as of August 1, 2021.

On September 7, 2021, Vince, LLC entered into a new $35,000 term loan credit facility as described in Note 13 “Subsequent Events.” All outstanding amounts under the 2018 Term Loan Facility were repaid in full and the 2018 Term Loan Facility was terminated.

~~As of July 31, 2021,~~30, 2022, the Company was in compliance with applicable covenants.

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

Through ~~July 31, 2021,~~April 30, 2022, on an inception to date basis, the Company had 0t made any repayments ~~totaling $2,750 in the aggregate~~ on the ~~2018~~ Term Loan ~~Facility. As of July 31, 2021, the Company had $24,750 of debt outstanding under the 2018 Term Loan~~Credit Facility.

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 credit agreement for the 2018 Revolving Credit Facility and (ii) the aggregate commitments, as well as a 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 the maturity date of 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 2018 Revolving Credit Facility at either the LIBOR Rate 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~~Loan Cap and continuing until Excess Availability exceeds the greater of such amounts for 30 consecutive days, Vince, LLC must maintain during that time a Consolidated Fixed Charge Coverage Ratio (as defined in the credit agreement for the 2018 Revolving Credit Facility) equal to or greater than 1.0 to 1.0 measured as of the last day of each fiscal month during such period.

The 2018 Revolving Credit Facility contains representations and warranties, other covenants and events of default that are customary for this type of financing, including covenants with respect to limitations on the incurrence of additional indebtedness, liens, 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 $10,000 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).

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

On November 4, 2019, Vince, LLC entered into the Second Amendment (the “Second Revolver Amendment”) to the credit agreement of the 2018 Revolving Credit Facility. The Second Revolver Amendment increased the aggregate commitments under the 2018 Revolving Credit Facility by $20,000 to $100,000. Pursuant to the terms of the Second Revolver Amendment, the Acquired Businesses became guarantors under the 2018 Revolving Credit Facility and jointly and severally liable for the obligations thereunder. 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~~increased availability under the facility’s borrowing base by (i) temporarily increasing the aggregate commitments under the 2018 Revolving Credit Facility to $110,000 through November 30, 2020 (such period, the “Third Amendment Accommodation Period”) (ii) temporarily revising the eligibility of certain account debtors during the Third Amendment Accommodation Period by extending by 30 days the period during which those accounts may remain outstanding past due as well as increasing the concentration limits of certain account debtors and (iii) for any fiscal four quarter period ending prior to or on October 30, 2021, increasing the cap on certain items eligible to be added back to Consolidated EBITDA to 27.5% from 22.5%.

The Third Revolver Amendment also (a) ~~waives~~waived events of default; (b) temporarily ~~increases~~increased the applicable margin on all borrowings of revolving loans by 0.75% per annum during the Third Amendment Accommodation Period and ~~increases~~increased the LIBOR floor from 0% to 1.0%; (c) ~~eliminates~~eliminated Vince, LLC’s and any loan party’s ability to designate subsidiaries as unrestricted and to make certain payments, restricted payments and investments during the Third Amendment Extended Accommodation Period; (d) temporarily ~~suspends~~suspended the Fixed Charge Coverage Ratio covenant through the Third Amendment Extended Accommodation Period; (e) ~~requires~~required Vince, LLC to maintain a Fixed Charge Coverage Ratio of 1.0 to 1.0 in the event the excess availability under the 2018 Revolving Credit Facility iswas less than (x) $10,000 between September 6, 2020 and January 9, 2021, (y) $12,500 between January 10,

2021 and January 31, 2021 and (z) $15,000 at all other times during the Third Amendment Extended Accommodation Period; (f) ~~imposes~~imposed a requirement (y) to pay down the 2018 Revolving Credit Facility to the extent cash on hand ~~exceeds~~exceeded $5,000 on the last day of each week and (z) that, after giving effect to any borrowing thereunder, Vince, LLC may have no more than $5,000 of cash on hand; (g) ~~permits~~permitted Vince, LLC to incur up to $8,000 of additional secured debt (in addition to any interest accrued or paid in kind), to the extent subordinated to the 2018 Revolving Credit Facility on terms reasonably acceptable to Citizens; (h) ~~establishes~~established a method for

imposing a successor reference rate if LIBOR should become unavailable, (i) ~~extends~~extended the delivery periods for (x) annual financial statements for the fiscal year ended February 1, 2020 to June 15, 2020 and (y) quarterly financial statements for the fiscal quarters ended May 2, 2020 and ~~ending~~ August 1, 2020 to July 31, 2020 and October 29, 2020, respectively, and (j) ~~grants~~granted 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 $376 of additional deferred financing costs. In accordance with ASC Topic 470,~~ ~~“Debt”~~, the Company accounted for this amendment as a debt modification and 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.

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

~~As a result of the Fifth Revolver Amendment, the Company incurred $204 of additional deferred financing costs. In accordance with ASC Topic 470,~~ ~~“Debt”~~, the Company accounted for this amendment as a debt modification and 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.

~~On April 26, 2021, concurrently with the Sixth Term Loan Amendment, the Company entered into the Sixth Amendment (the “Sixth Revolver Amendment”) to the 2018 Revolving Credit Facility.The Sixth Revolver Amendment, among other things, consents to the Sixth Term Loan Amendment and amends certain definitions to reflect the Sixth Term Loan Amendment.~~

On September 7, 2021, concurrently with the ~~$35,000 term loan credit facility,~~Term Loan Credit Facility, Vince, LLC entered into an Amended and Restated Credit Agreement (the “A&R Revolving Credit Facility Agreement”) which, among other things, ~~contains~~contained amendments to reflect the terms of the ~~$35,000 term loan credit facility~~Term Loan Credit Facility and extends the maturity of the 2018 Revolving Credit Facility to the earlier of June 8, 2026 and 91 days prior to the maturity of the ~~$35,000 term loan credit facility. See Note 13 “Subsequent Events” for additional information.~~Term Loan Credit Facility.

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

As of ~~July 31, 2021,~~April 30, 2022, the Company was in compliance with applicable covenants. As of ~~July 31, 2021, $34,400~~April 30, 2022, $41,523 was available under the 2018 Revolving Credit Facility, net of the ~~loan cap,~~Loan Cap, and there were ~~$40,584~~$39,689 of borrowings outstanding and ~~$5,253~~$5,530 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 ~~July 31, 2021~~April 30, 2022 was ~~3.8%~~2.1%.

On December 11, 2020, Vince, LLC entered into a $20,000 subordinated term loan credit facility (the “Third Lien Credit Facility”) pursuant to a credit agreement (the “Third Lien Credit Agreement”), dated December 11, 2020, by and among Vince, LLC, as the borrower, VHC and Vince Intermediate, as guarantors, and SK Financial Services, LLC (“SK Financial”), as administrative agent and collateral agent, and other lenders from time to time party thereto. The Third Lien Credit Facility matures on the earlier of (a) February 21, 2024, (b) the date that is 360 days after the “Maturity Date” under the 2018 Revolving Credit Facility so long as the loans under the 2018 Term Loan Facility remain outstanding and (c) 180 days after the “Maturity Date” under the 2018 Term Loan Facility and the 2018 Revolving Credit Facility.

SK Financial is an affiliate of Sun Capital Partners, Inc. (“Sun Capital”), whose affiliates own, as of April 30, 2022, approximately 71%70% of the Company’s common stock. The Third Lien Credit Facility was reviewed and approved by the Special Committee of the Company’s Board of Directors, consisting solely of directors not affiliated with Sun Capital, which committee was represented by independent legal advisors.

Interest on loans under the Third Lien Credit Facility is payable in kind at a rate equal to the LIBOR rate (subject to a floor of 1.0%) plus applicable margins subject to a pricing grid based on minimum Consolidated EBITDA (as defined in the Third Lien Credit Agreement). During the continuance of certain specified events of default, interest may accrue on the loans under the Third Lien Credit Facility at a rate of 2.0% in excess of the rate otherwise applicable to such amount. The Third Lien Credit Facility contains representations, covenants and conditions that ~~are~~were substantially similar to those under the 2018 Term Loan Facility, except the Third Lien Credit Facility does not contain any financial ~~covenant.~~covenants.

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

All obligations under the Third Lien Credit Facility are guaranteed by the Company, Vince Intermediate ~~Holding, LLC~~ and the Company’s existing material domestic restricted subsidiaries as well as any future material domestic restricted subsidiaries and are secured on a junior basis relative to the 2018 Revolving Credit Facility and the 2018 Term Loan Facility by a lien on substantially all of the assets of the Company, Vince Intermediate, ~~Holding, LLC,~~ Vince, LLC and the Company’s existing material domestic restricted subsidiaries as well as any future material domestic restricted subsidiaries.

The proceeds were received on December 11, 2020 and were used to repay a portion of the borrowings outstanding under the 2018 Revolving Credit Facility.

On September 7, 2021, concurrently with the ~~$35,000 term loan credit facility~~Term Loan Credit Facility as well as the A&R Revolving Credit Facility Agreement, Vince, LLC entered into an amendment (the “Third Lien First Amendment”) to the Third Lien Credit Facility which ~~amends~~amended its terms to extend its maturity to March 6, 2027, ~~revises~~revised the interest rate to remove the tiered applicable margins so that the rate is now equal to the 90-day LIBOR rate, or an alternate applicable reference rate in the event LIBOR is no longer available, plus 9.0% at all times, and to reflect the applicable terms of the ~~$35,000 term loan credit facility~~Term Loan Credit Facility as well as the A&R Revolving Credit Facility Agreement. ~~See Note 13 “Subsequent Events” for additional information.~~

Inventories consisted of finished goods. As of ~~July 31, 2021~~April 30, 2022 and January ~~30, 2021,~~29, 2022, finished goods, net of reserves were ~~$74,336~~$83,347 and ~~$68,226,~~$78,564, 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. Additionally, in September 2020, the Company filed a Registration Statement on Form S-8 to register an additional 1,000,000 shares of common stock available for issuance under the Vince 2013 Incentive Plan. The aggregate number of shares of common stock which may be issued or used for reference purposes under the Vince 2013 Incentive Plan or with respect to which awards may be granted may not exceed 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 ~~July 31, 2021,~~April 30, 2022, there were ~~1,056,826~~1,075,293 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 typically vest in equal installments over a three-year period or vest in equal installments over four years, subject to the employees’ continued employment.

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 (“SG&A”) expense for the difference between the fair market

value and the discounted purchase price of the Company’s ~~Stock.~~common stock. During the ~~six~~three months ended ~~July 31, 2021,~~ ~~7,270~~April 30, 2022, 2,663 shares of common stock were issued under the ESPP. During the ~~six~~three months ended ~~August~~May 1, ~~2020, 4,257~~2021, 4,832 shares of common stock were issued under the ESPP. As of ~~July 31, 2021,~~April 30, 2022, there were ~~74,841~~67,437 shares available for future issuance under the ESPP.

A summary of stock option activity for ~~both employees and non-employees for~~ the ~~six~~three months ended ~~July 31, 2021~~April 30, 2022 is as follows:

	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 30, 2021		58	$	38.77		4.7	$	—
Outstanding at January 29, 2022										58	$	38.77		3.7	$	—
Granted		—	$	—						—	$	—
Exercised		—	$	—						—	$	—
Forfeited or expired		—	$	—						—	$	—
Outstanding at July 31, 2021		58	$	38.77		4.2	$	—
Outstanding at April 30, 2022										58	$	38.77		3.4	$	—

Vested and exercisable at July 31, 2021		58	$	38.77		4.2	$	—
Vested and exercisable at April 30, 2022										58	$	38.77		3.4	$	—

A summary of restricted stock unit activity for the ~~six~~three months ended ~~July 31, 2021~~April 30, 2022 is as follows:

	Restricted Stock Units			Weighted Average Grant Date Fair Value		Restricted Stock Units			Weighted Average Grant Date Fair Value
Non-vested restricted stock units at January 30, 2021		369,621		$	9.59
Non-vested restricted stock units at January 29, 2022							628,883		$	10.48
Granted		406,971		$	10.96		3,250		$	9.11
Vested		(116,357	)	$	10.29		(118,831	)	$	9.61
Forfeited		(13,866	)	$	9.80		(23,594	)	$	11.12
Non-vested restricted stock units at July 31, 2021		646,369		$	10.32
Non-vested restricted stock units at April 30, 2022							489,708		$	10.65

The Company recognized share-based compensation expense of ~~$558~~$609 and ~~$525,~~$331, including expense of ~~$46~~$126 and ~~$48, respectively,~~$63 related to non-employees, during the three months ended ~~July 31,~~April 30, 2022 and May 1, 2021, respectively.

On September 9, 2021, the Company filed a shelf registration statement on Form S-3, which was declared effective on September 21, 2021 (the “Registration Statement”). Under the Registration Statement, the Company may offer and ~~August 1, 2020, respectively. The~~sell up to 3,000,000 shares of common stock from time to time in one or more offerings at prices and terms to be determined at the time of the sale. In connection with the filing of the Registration Statement, the Company ~~recognized share-based compensation expense~~entered into an Open Market Sale Agreement^SM with Jefferies LLC (“At-the-Market Offering”), under which the Company is able to offer and sell, from time to time, up to 1,000,000 shares of ~~$889 and $1,066, including expense of $109 and $99, respectively, related~~common stock, par value $0.01 per share, which shares are included in the securities registered pursuant to ~~non-employees, during~~ the ~~six~~Registration Statement. During the three months ended ~~July 31, 2021~~April 30, 2022, the Company issued and ~~August 1, 2020, respectively.~~sold 36,874 shares of common stock under the At-the-Market Offering for aggregate net proceeds of $305, at an average price of $8.27 per share. At April 30, 2022, 945,992 shares of common stock were available to be offered and sold under the At-the-Market Offering.

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. In periods when we have a net loss, share-based awards are excluded from our calculation of earnings per share as their inclusion would have an anti-dilutive effect.

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

	Three Months Ended				Six Months Ended				Three Months Ended
	July 31,		August 1,		July 31,		August 1,		April 30,		May 1,
	2021		2020		2021		2020		2022		2021
Weighted-average shares—basic		11,898,360		11,784,007		11,855,535		11,739,061		12,030,826		11,812,710
Effect of dilutive equity securities		—		—		—		—		—		—
Weighted-average shares—diluted		11,898,360		11,784,007		11,855,535		11,739,061		12,030,826		11,812,710

Because the Company incurred a net loss for the three ~~and six~~ months ended ~~July 31,~~April 30, 2022 and May 1, 2021, ~~and August 1, 2020,~~ weighted-average basic shares and weighted-average diluted shares outstanding are equal for the periods.

On September 7, 2018, a complaint was filed in the United States District Court for the Eastern District of New York by certain stockholders (collectively, the “Plaintiff”), naming the Company as well as David Stefko, the Company’s Chief Financial Officer, one of the Company’s directors, certain of the Company’s former officers and directors, and Sun Capital and certain of its affiliates, as defendants. The complaint generally alleges that the Company and the named parties made false and/or misleading statements and/or failed to disclose matters relating to the transition of 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 and its affiliates. The complaint sought unspecified monetary damages and unspecified costs and fees. On 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 the original complaint. On October 4, 2019, an individual stockholder filed a complaint marked as a related suit to the amended complaint, containing substantially identical allegations and claims against the same defendant parties. On September 9, 2020, the 2 complaints were dismissed in their entirety and the Plaintiff’s request for leave to replead was denied. On October 6, 2020, the Plaintiff filed notices of appeal. On July 6, 2021, the appeals were voluntarily dismissed.

~~Additionally, the~~ Company is a party to ~~other~~ legal proceedings, compliance matters, environmental, as well as wage and hour and other labor claims that arise in the ordinary course of 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.

The Company provides for income taxes at the end of each interim period based on the estimated effective tax rate for the full fiscal year.

In interim periods where the entity is experiencing losses, an entity must make assumptions concerning its future taxable income and determine whether the realization of future tax benefits is more likely than not. For the three months ended April 30, 2022, the Company has year-to-date ordinary losses for the interim period and is anticipating annual ordinary income for the fiscal year. The Company has determined that it is more likely than not that the tax benefit of the year-to-date loss will not be realized in the current or future years and accordingly, the Company’s effective tax was 0% for the three months ended April 30, 2022. The provision for income taxes ~~was $1,298~~of $2,643 for the three months ended ~~July 31,~~May 1, 2021 ~~and~~ primarily reflects the impact of an increase in the Company’s estimated effective tax rate for the full fiscal year. The effective tax rate was 183.3% for the three months ended July 31, 2021 and differs from the U.S. statutory rate of 21% primarily due to the increase in deferred tax liabilities attributable to indefinite-lived goodwill and intangible assets as described below and the impact of the valuation allowance established against additional deferred tax assets. The provision for income taxes was $28 and the effective tax rate was 0.2% for the three months ended August 1, 2020. The Company’s effective tax rate differs from the U.S. statutory rate of 21% for the three months ended August 1, 2020 primarily due to the impact of the valuation allowance established against additional deferred tax assets partly offset by state and foreign taxes.

~~The provision for income taxes was $3,941 for the six months ended July 31, 2021 and primarily~~ represents the non-cash deferred tax expense created by the current period amortization of indefinite-lived goodwill and intangible assets for tax but not for

book purposes.A portion of these deferred tax liabilities cannot be used as a source to support the realization of certain deferred tax assetsrelated to the Company’s net operating losses which results in tax expense to record these deferred tax liabilities. Additionally, the provision for income taxes for the ~~six~~three months ended ~~July 31,~~May 1, 2021 included a correction of an error of $882 related to the state tax impact of the non-cash deferred tax expense created by the amortization of indefinite-lived goodwill and intangible assets as previously recorded in the fourth quarter of fiscal 2020. The effective tax rate was ~~47.6%~~(29.4%) for the ~~six~~three months ended ~~July 31,~~May 1, 2021 and differs from the U.S. statutory rate primarily due to the increase in deferred tax liabilities attributable to indefinite-lived goodwill and intangible assets as described above, as well as state and foreign taxes partially offset by the impact of the valuation allowance established against additional deferred tax assets. The provision for income taxes was $70 and the effective tax rate was 0.1% for the six months ended August 1, 2020. The Company’s effective tax rate differs from the U.S. statutory rate for the six months ended August 1, 2020 primarily due to the impact of the valuation allowance established against additional deferred tax assets partly offset by state and foreign taxes.

Each reporting period, the Company evaluates the realizability of its deferred tax assets and has maintained a full valuation allowance against its deferred tax assets. These valuation allowances will be maintained until there is sufficient positive evidence to conclude that it is more likely than not that these ~~other~~ deferred tax assets will be realized.

The Company determines if a contract contains a lease at inception. The Company has operating leases ~~various~~for real estate (primarily retail stores, storage and office ~~spaces, showrooms~~spaces) some of which have initial terms of 10 years, and ~~retail stores.~~ ~~Although~~in many instances can be extended for an additional term, while the Company’s more recent leases are subject to shorter terms as a result of the implementation of the strategy to pursue shorter lease ~~terms, many of the Company’s leases have initial terms of 10 years, and in many instances can be extended for an additional term.~~terms. The Company will not include renewal options in the underlying lease term unless the Company is reasonably certain to exercise the renewal option. Substantially all of the Company’s leases require a fixed annual rent, and most require the payment of additional rent if store sales exceed a negotiated amount. These percentage rent expenses are considered as variable lease costs and are recognized in the consolidated financial statements when incurred. In addition, the Company’s real estate leases may also require additional payments for real estate taxes and other occupancy-related costs which it considers as non-lease components.

~~Operating lease~~ ROU assets and operating lease liabilities are recognized based upon the present value of the future lease payments over the lease term. As the Company’s leases do not provide an implicit borrowing rate, the Company uses an estimated incremental borrowing

rate based upon a combination of market-based factors, such as market quoted forward yield curves and company specific factors, such as the Company’s credit rating, lease size and duration to calculate the present value.

As a result of COVID-19, the Company did not initially make certain rent payments in 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 statements of operations and comprehensive income (loss). As a result of discussions with landlords and amendments to existing lease terms, the Company has since made rent payments for the majority of its 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, which in those circumstances the Company accounted for such lease change as a lease modification.

Total lease cost is included in cost of sales and SG&A expense in the accompanying condensed consolidated statements of operations and comprehensive income (loss) and is recorded net of immaterial sublease income. Some leases have a non-cancelable lease term of less than one year and therefore, the Company has elected to exclude these short-term leases from our ROU asset and lease liabilities. Short term lease costs were immaterial for the ~~six~~three months ended ~~July 31, 2021~~April 30, 2022 and ~~August~~May 1, ~~2020.~~2021. The Company’s lease cost is comprised of the following:

	Three Months Ended						Six Months Ended					Three Months Ended
	July 31,			August 1,			July 31,			August 1,		April 30,		May 1,
(in thousands)	2021			2020			2021			2020		2022		2021
Operating lease cost	$	5,919		$	6,381		$	12,193		$	12,869	$	6,320	$	6,274
Variable operating lease cost		(1,011	)		(2	)		(869	)		31		234		142
Total lease cost	$	4,908		$	6,379		$	11,324		$	12,900	$	6,554	$	6,416

The operating lease cost above included a correction of an error of $501 benefit recorded within SG&A expenses in the current period related to a lease amendment for a retail store location signed in April 2020. The amendment lowered the base rent for fiscal 2021 through fiscal 2023 which was not accounted for upon the signing of the agreement leading to an overstatement of the ROU asset related expenses and lease liability in the first quarter of fiscal 2020.

~~During the six months ended August 1, 2020, the Company recorded right-of-use assets impairment of approximately $8,556. There was 0 such impairment for the three and six months ended July 31, 2021.~~

As of ~~July 31, 2021,~~April 30, 2022, the future maturity of lease liabilities are as follows:

	July 31,			April 30,
(in thousands)	2021			2022
Fiscal 2021	$	15,711
Fiscal 2022		29,311		$	21,227
Fiscal 2023		27,216			28,017
Fiscal 2024		24,650			24,915
Fiscal 2025		15,322			16,632
Fiscal 2026					11,162
Thereafter		23,014			33,284
Total lease payments		135,224			135,237
Less: Imputed interest		(20,338	)		(23,294	)
Total operating lease liabilities	$	114,886		$	111,943

The operating lease payments do not include any renewal options as such leases are not reasonably certain of being renewed as of ~~July 31, 2021~~April 30, 2022, and ~~does~~do not include ~~$3,116~~$11,497 of legally binding minimum lease payments offor leases signed but not yet commenced.

The Company has identified 3 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 of VHC for the fiscal year ended January ~~30, 2021~~29, 2022 included in the ~~2020~~2021 Annual Report on Form 10-K. Unallocated corporate expenses are related to the Vince brand and are comprised of selling, general, and administrative expenses attributable to corporate and administrative activities (such as marketing, design, finance, information technology, legal and human resource departments), and other charges that are not directly attributable to the Company’s Vince Wholesale and Vince Direct-to-consumer reportable segments. Unallocated corporate assets are related to the Vince brand and are comprised of the carrying values of the Company’s goodwill and tradename, deferred tax assets, and other assets that will be utilized to generate revenue for the Company’s Vince Wholesale and Vince Direct-to-consumer reportable segments.

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

(in thousands)	Vince Wholesale		Vince Direct-to-consumer			Rebecca Taylor and Parker			Unallocated Corporate			Total			Vince Wholesale		Vince Direct-to-consumer			Rebecca Taylor and Parker			Unallocated Corporate			Total
Three Months Ended July 31, 2021
Three Months Ended April 30, 2022
Net Sales ⁽¹⁾	$	35,170	$	31,982		$	11,521		$	—		$	78,673		$	33,464	$	34,782		$	10,130		$	—		$	78,376
Income (loss) before income taxes		9,441		6,126			(1,571	)		(13,288	)		708			10,163		(802	)		(1,484	)		(15,046	)		(7,169	)

Three Months Ended August 1, 2020
Three Months Ended May 1, 2021
Net Sales ⁽²⁾	$	17,159	$	15,051		$	4,812		$	—		$	37,022		$	26,799	$	23,932		$	6,802		$	—		$	57,533
Income (loss) before income taxes		4,404		(5,525	)		(3,063	)		(10,850	)		(15,034	)		8,835		(1,665	)		(3,263	)		(12,886	)		(8,979	)

Six Months Ended July 31, 2021
Net Sales ⁽¹⁾	$	61,969	$	55,914		$	18,323		$	—		$	136,206
Income (loss) before income taxes		16,938		5,799			(4,834	)		(26,174	)		(8,271	)

Six Months Ended August 1, 2020
Net Sales ⁽²⁾	$	27,852	$	33,136		$	15,052		$	—		$	76,040
Income (loss) before income taxes ^{(3) (4) (5)}		3,813		(22,384	)		(9,215	)		(35,384	)		(63,170	)

(in thousands)	Vince Wholesale		Vince Direct-to-consumer		Rebecca Taylor and Parker		Unallocated Corporate		Total		Vince Wholesale		Vince Direct-to-consumer		Rebecca Taylor and Parker		Unallocated Corporate		Total
July 31, 2021
April 30, 2022
Total Assets	$	69,737	$	104,974	$	38,150	$	118,331	$	331,192	$	67,437	$	103,231	$	33,321	$	125,329	$	329,318

January 30, 2021
January 29, 2022
Total Assets	$	66,816	$	104,784	$	39,514	$	121,830	$	332,944	$	64,502	$	108,019	$	38,825	$	125,881	$	337,227

⁽¹⁾ Net sales for the Rebecca Taylor and Parker reportable segment for the three ~~and six~~ months ended ~~July 31, 2021~~April 30, 2022 consisted of ~~$7,609 and $12,144~~$4,874 through wholesale distribution channels and ~~$3,911 and $6,178~~$5,256 through direct-to-consumer distribution ~~channels, respectively.~~channels.

⁽²⁾ Net sales for the Rebecca Taylor and Parker reportable segment for the three ~~and six~~ months ended ~~August~~May 1, ~~2020~~2021 consisted of ~~$2,565 and $9,723~~$4,535 through wholesale distribution channels and ~~$2,247 and $5,329~~$2,267 through direct-to-consumer distribution ~~channels, respectively.~~channels.

⁽³⁾~~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.~~

⁽⁴⁾ 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.

⁽⁵⁾ Unallocated Corporate 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 for the six months ended August 1, 2020.

On December 11, 2020, Vince, LLC entered into the $20,000 Third Lien Credit Facility pursuant to the Third Lien Credit Agreement, by and among Vince, LLC, as the borrower, SK Financial, as agent and lender, and other lenders from ~~time to time~~time-to-time party thereto. SK Financial is an affiliate of Sun Capital, whose affiliates own, as of April 30, 2022, approximately ~~71%~~70% of the Company’s common stock. The Third Lien Credit Facility was reviewed and approved by the Special Committee of the Company’s Board of Directors, consisting solely of directors not affiliated with Sun Capital, which committee was represented by independent legal advisors.

See Note 4 “Long-Term Debt and Financing Arrangements” for additional information.

VHC entered into a Tax Receivable Agreement with the Pre-IPO Stockholders on November 27, 2013. The Company and its former subsidiaries generated certain tax benefits (including ~~NOLs~~net operating losses and tax credits) prior to the Restructuring Transactions consummated in connection with the Company’s IPO and will generate certain section 197 intangible deductions (the “Pre-IPO Tax Benefits”), which would reduce the actual liability for taxes that the Company might otherwise be required to pay. The Tax Receivable Agreement provides for payments to the Pre-IPO Stockholders in an amount equal to 85% 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 statements of operations and comprehensive income (loss) for the six months ended August 1, 2020.As of ~~July 31, 2021,~~April 30, 2022, the Company’s total obligation under the Tax Receivable Agreement was estimated to be $0 based on projected future pre-tax income.

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

During the three ~~and six~~ months ended ~~July 31,~~April 30, 2022 and May 1, 2021, ~~and August 1, 2020,~~ the Company incurred expenses of ~~$6 and $6 and~~ $8 and ~~$11,~~$2, respectively, under the Sun Capital Consulting Agreement.

On September 7, 2021, Vince, LLC entered into a new term loan credit facility as described below. All outstanding amounts under the 2018 Term Loan Facility were repaid in full and such credit facility was terminated.

Vince, LLC entered into a new $35,000 senior secured term loan credit facility (the “Term Loan Credit Facility”) pursuant to a Credit Agreement (the “Term Loan Credit Agreement”) by and among Vince, LLC, as the borrower, the guarantors named therein, PLC Agent, LLC (“Pathlight”), as administrative agent and collateral agent, and the other lenders from time to time party thereto. Vince Holding Corp. and Vince Intermediate Holding, LLC are guarantors under the Term Loan Credit Facility. The Term Loan Credit Facility matures on the earlier of September 7, 2026 and 91 days after the maturity date of the Revolving Credit Facility (as defined below).

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

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

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

Concurrently with the Term Loan Credit Facility, Vince, LLC entered into an Amended and Restated Credit Agreement (the “A&R Revolving Credit Facility Agreement”), by and among Vince, LLC, as the borrower, the guarantors named therein, Citizens Bank, N.A., as administrative agent and collateral agent, and the other lenders from time to time party thereto, with respect to its revolving credit facility (the “Revolving Credit Facility”), which contains amendments to reflect the terms of the Term Loan Credit Facility and extends the maturity of the facility to the earlier of June 8, 2026 and 91 days prior to the maturity of the Term Loan Credit Facility.

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

Concurrently with the Term Loan Credit Facility as well as the A&R Revolving Credit Facility Agreement, Vince, LLC entered into an amendment (the “Third Lien First Amendment”) to a credit agreement, dated December 11, 2020, by and among Vince, LLC, as the borrower, SK Financial Services, LLC (“SK Financial”), as agent, and other lenders from time to time party thereto, with respect to its subordinated credit facility (the “Third Lien Credit Facility”). The Third Lien First Amendment amends its terms to extend its maturity to March 6, 2027, revises the interest rate to remove the tiered applicable margins so that the rate is now equal to the 90-day LIBOR rate, or an alternate applicable reference rate in the event LIBOR is no longer available, plus 9.0% at all times, and to reflect the applicable terms of the Term Loan Credit Facility as well as the A&R Revolving Credit Facility Agreement.

SK Financial is an affiliate of Sun Capital Partners, Inc. (“Sun Capital”), whose affiliates own approximately 71% of the Company’s common stock. The Third Lien Credit Facility was previously reviewed and approved by the special committee of the Company’s board of directors (the “Board”), consisting solely of directors not affiliated with Sun Capital, which was represented by independent legal advisors. The Third Lien First Amendment was reviewed and ratified by the audit committee of the Company’s board of directors, consisting solely of directors not affiliated with Sun Capital.

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 Quarterly Report on Form 10-Q (this “Quarterly Report”). All amounts disclosed are in thousands except store counts, share and per share data and percentages. See Note 1 “Description of Business and Basis of Presentation” within the notes to the condensed consolidated financial statements in this Quarterly Report for further information.

For purposes of this Quarterly Report, the “Company,” “we,” and “our,” refer to Vince Holding Corp. (“VHC”) and our wholly owned subsidiaries, including Vince Intermediate Holding, LLC (“Vince Intermediate”) 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 and prior to the Kellwood Sale. References to “Vince,” “Rebecca Taylor” or “Parker” refer only to the referenced brands.

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 Quarterly Report as well as in our ~~2020~~2021 Annual Report on Form 10-K.

The spread of COVID-19, which was declared a pandemic by the World Health Organization in March 2020, 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 to effectively manage the business as well as the impacts from the COVID-19 pandemic during fiscal 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 year ended January 30, 2021, 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 Consolidated Statements of Operations and Comprehensive Income (Loss). See Note 1 “Description of Business and Summary of Significant Accounting Policies – (K) Impairment of Long-lived Assets” to the Consolidated Financial Statements ~~in the 2020 Annual Report on Form 10-K~~ ~~for additional information.~~

The Company incurred a non-cash impairment charge of $13,848 on goodwill and intangible assets during fiscal 2020 as a result of the decline in long-term projections due to COVID-19. See Note 3 “Goodwill and Intangible Assets” to the Consolidated Financial Statements ~~in the 2020 Annual Report on Form 10-K~~ ~~for additional information;~~

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

The unpredictable nature of the COVID-19 pandemic could negatively affect the outcome of the measures intended to address its impact and/or our current expectations of our future business performance. See Part I, Item 1A. Risk Factors in the ~~2020~~2021 Annual Report on Form 10-K — “Risks Related to Our Business and Industry — The COVID-19 pandemic has adversely affected, and ~~is expected to~~may continue to adversely affect, our business, financial condition, cash flow, liquidity and results of operations” for additional discussion regarding risks to our business associated with the COVID-19 pandemic.

We are 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 creating elevated yet understated pieces for every day effortless style. Known for its range of luxury products, Vince offers women’s and men’s ready-to-wear, footwear and accessories through 4950 full-price retail stores, 18 outlet stores, its e-commerce site, vince.com and through its subscription service Vince Unfold, vinceunfold.com, as well as through premium wholesale channels globally.

Rebecca Taylor, founded in 1996 in New York City, is a contemporary womenswear line lauded for its signature prints, romantic detailing and vintage inspired aesthetic, reimagined for a modern era. The Rebecca Taylor collection is available at ~~six~~10 full-price retail stores, ~~five~~8 outlet stores, through its e-commerce site at rebeccataylor.com and through its subscription service Rebecca Taylor RNTD at rebeccataylorrntd.com, as well as through major department and specialty stores worldwide.

Parker, founded in 2008 in New York City, is a contemporary women’s fashion brand that is trend focused. While we continue to believe that the Parker brand complements our portfolio, during the first half of fiscal 2020 the Company decided to pause the creation of new products to focus resources on the operations of the Vince and Rebecca Taylor ~~brands and to preserve liquidity.~~brands. The Parker collection was previously available through major department stores and specialty stores worldwide as well as through its e-commerce website.

We serve our customers through a variety of channels that reinforce our brand images. Our diversified channel strategy allows us to introduce our products to customers through multiple distribution points that are presented in three reportable segments: Vince Wholesale, Vince Direct-to-consumer and 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 stores 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 stores 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 the extensive temporary store closures due to the COVID-19 pandemic, comparable sales are not a meaningful metric for the three and six months ended July 31, 2021 and August 1, 2020 and we have not included a discussion within our Results of Operations.

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												Six Months Ended												Three Months Ended
	July 31, 2021						August 1, 2020						July 31, 2021						August 1, 2020						April 30, 2022						May 1, 2021
				% of Net						% of Net						% of Net						% of Net						% of Net						% of Net
	Amount			Sales			Amount			Sales			Amount			Sales			Amount			Sales			Amount			Sales			Amount			Sales
(in thousands, except per share data and percentages)
Statements of Operations:
Net sales	$	78,673			100.0	%	$	37,022			100.0	%	$	136,206			100.0	%	$	76,040			100.0	%	$	78,376			100.0	%	$	57,533			100.0	%
Cost of products sold		43,295			55.0	%		23,682			64.0	%		75,345			55.3	%		46,700			61.4	%		42,741			54.5	%		32,050			55.7	%
Gross profit		35,378			45.0	%		13,340			36.0	%		60,861			44.7	%		29,340			38.6	%		35,635			45.5	%		25,483			44.3	%
Impairment of goodwill and intangible assets		—			0.0	%		—			0.0	%		—			0.0	%		13,848			18.2	%
Impairment of long-lived assets		—			0.0	%		—			0.0	%		—			0.0	%		13,026			17.1	%
Selling, general and administrative expenses		32,743			41.6	%		27,348			73.9	%		65,327			48.0	%		65,892			86.7	%		40,920			52.2	%		32,584			56.6	%
Income (loss) from operations		2,635			3.3	%		(14,008	)		(37.8	)%		(4,466	)		(3.3	)%		(63,426	)		(83.4	)%
Loss from operations																										(5,285	)		(6.7	)%		(7,101	)		(12.3	)%
Interest expense, net		1,927			2.4	%		1,022			2.8	%		3,805			2.8	%		2,047			2.7	%		1,884			2.4	%		1,878			3.3	%
Other expense (income), net		—			0.0	%		4			0.0	%		—			0.0	%		(2,303	)		(3.0	)%
Income (loss) before income taxes		708			0.9	%		(15,034	)		(40.6	)%		(8,271	)		(6.1	)%		(63,170	)		(83.1	)%
Loss before income taxes																										(7,169	)		(9.1	)%		(8,979	)		(15.6	)%
Provision for income taxes		1,298			1.6	%		28			0.1	%		3,941			2.9	%		70			0.1	%		—			0.0	%		2,643			4.6	%
Net loss	$	(590	)		(0.7	)%	$	(15,062	)		(40.7	)%	$	(12,212	)		(9.0	)%	$	(63,240	)		(83.2	)%	$	(7,169	)		(9.1	)%	$	(11,622	)		(20.2	)%
Loss per share:
Basic loss per share	$	(0.05	)				$	(1.28	)				$	(1.03	)				$	(5.39	)				$	(0.60	)				$	(0.98	)
Diluted loss per share	$	(0.05	)				$	(1.28	)				$	(1.03	)				$	(5.39	)				$	(0.60	)				$	(0.98	)

Three Months Ended ~~July 31, 2021~~April 30, 2022 Compared to Three Months Ended ~~August~~May 1, ~~2020~~2021

Net sales for the three months ended ~~July 31, 2021~~April 30, 2022 were ~~$78,673,~~$78,376, increasing ~~$41,651,~~$20,843, or ~~112.5%~~36.2%, versus ~~$37,022~~$57,533 for the three months ended ~~August~~May 1, ~~2020.~~ 2021.

Gross profit increased ~~165.2%~~39.8% to ~~$35,378~~$35,635 for the three months ended ~~July 31, 2021~~April 30, 2022 from ~~$13,340~~$25,483 in the prior year ~~second~~first quarter. As a percentage of sales, gross margin was ~~45.0%~~45.5%, compared with ~~36.0%~~44.3% in the prior year ~~second~~first quarter. The total gross margin rate increase was primarily driven by the following factors:

Selling, general and administrative (“SG&A”) expenses for the three months ended ~~July 31, 2021~~April 30, 2022 were ~~$32,743,~~$40,920, increasing ~~$5,395,~~$8,336, or ~~19.7%~~25.6%, versus ~~$27,348~~$32,584 for the three months ended ~~August~~May 1, ~~2020.~~2021. SG&A expenses as a percentage of sales were ~~41.6%~~52.2% and ~~73.9%~~56.6% for the three months ended ~~July 31,~~April 30, 2022 and May 1, 2021, ~~and August 1, 2020,~~ respectively. The change in SG&A expenses compared to the prior fiscal year period was primarily due to:

Interest expense, net increased ~~$905,~~$6, or ~~88.6%~~0.3%, to ~~$1,927~~$1,884 in the three months ended ~~July 31, 2021~~April 30, 2022 from ~~$1,022~~$1,878 in the three months ended ~~August~~May 1, ~~2020 due to higher interest rates and composition of debt.~~2021.

~~Other income, net~~ ~~decreased $4 to $0 in the three months ended July 31, 2021 from $4 in the three months ended August 1, 2020.~~

Provision for income taxes for the three months ended ~~July 31, 2021~~April 30, 2022 was ~~$1,298~~$0 as ~~compared to $28~~the Company is anticipating annual ordinary income for the fiscal year and the Company has determined that it is more likely than not that the tax benefit of the year-to-date loss will not be realized in the current or future years. The provision for income taxes of $2,643 for the three months ended ~~August~~May 1, ~~2020. Our effective tax rate for~~2021 primarily represents the three months ended July 31, 2021 and August 1, 2020 was 183.3% and 0.2%, respectively. The effective tax rate for the three months ended July 31, 2021 differed from the U.S. statutory rate of 21% primarily due to ~~the increase in~~non-cash deferred tax ~~liabilities attributable to~~expense created by the current period amortization of indefinite-lived goodwill and intangible assets~~and the impact of the valuation allowance established against additional deferred~~ for tax ~~assets~~.but not for book purposes. See Note 910 “Income Taxes” to the condensed consolidated financial statements in this Quarterly Report for further information. The effective tax rate for the three months ended August 1, 2020 differed from the U.S. statutory rate of 21% primarily due to the impact of the valuation allowance established against our deferred tax assets partly offset by 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 the Company’s Vince Wholesale and Vince Direct-to-consumer reportable segments.

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

	Three Months Ended						Three Months Ended
(in thousands)	July 31, 2021		August 1, 2020		$ Change		April 30, 2022		May 1, 2021		$ Change
Net sales	$	35,170	$	17,159	$	18,011	$	33,464	$	26,799	$	6,665
Income from operations		9,441		4,404		5,037		10,163		8,835		1,328

Net sales from our Vince Wholesale segment increased ~~$18,011,~~$6,665, or ~~105.0%~~24.9%, to ~~$35,170~~$33,464 in the three months ended ~~July 31, 2021~~April 30, 2022 from ~~$17,159~~$26,799 in the three months ended ~~August~~May 1, ~~2020,~~2021, primarily due to ~~increased orders~~higher full-price shipments as the prior year ~~reflected a reduction of order receipts as a result of the temporary closure of our wholesale partner’s doors due to~~was impacted by COVID-19.

Income from operations from our Vince Wholesale segment increased ~~$5,037,~~$1,328, or ~~114.4%~~15.0%, to ~~$9,441~~$10,163 in the three months ended ~~July 31, 2021~~April 30, 2022 from ~~$4,404~~$8,835 in the three months ended ~~August~~May 1, ~~2020~~2021, primarily due to higher ~~net~~ sales as noted ~~above and lower adjustments to inventory and accounts receivable reserves.~~above.

	Three Months Ended							Three Months Ended
(in thousands)	July 31, 2021		August 1, 2020			$ Change		April 30, 2022			May 1, 2021			$ Change
Net sales	$	31,982	$	15,051		$	16,931	$	34,782		$	23,932		$	10,850
Income (loss) from operations		6,126		(5,525	)		11,651
Loss from operations									(802	)		(1,665	)		863

Net sales from our Vince Direct-to-consumer segment increased ~~$16,931,~~$10,850, or ~~112.5%~~45.3%, to ~~$31,982~~$34,782 in the three months ended ~~July 31, 2021~~April 30, 2022 from ~~$15,051~~$23,932 in the three months ended ~~August~~May 1, ~~2020. The increase in~~2021. Comparable sales ~~was~~increased $9,349, or 41.2%, including e-commerce, primarily due to ~~increased~~an increase in traffic as the prior year reflected the ~~temporary store closures~~impact from COVID-19. Non-comparable sales contributed $1,501 of ~~our domestic~~sales growth which includes new stores which have not completed 13 full fiscal months of operations and ~~international retail locations due to COVID-19.~~ Vince Unfold. Since ~~August~~May 1, ~~2020,~~2021, five net stores have opened, bringing our total retail store count to 6768 (consisting of 4950 full price stores and 18 outlet stores) as of ~~July 31, 2021,~~April 30, 2022, compared to 6263 (consisting of 48 full price stores and 1415 outlet stores) as of ~~August~~May 1, ~~2020.~~2021.

Our Vince Direct-to-consumer segment had ~~income~~a loss from operations of ~~$6,126~~$802 in the three months ended ~~July 31, 2021~~April 30, 2022 compared to a loss from operations of ~~$5,525~~$1,665 in the three months ended ~~August~~May 1, ~~2020.~~2021. The change was primarily driven by higher net sales as noted above partly offset by an increase in staffing and other SG&A expenses.

	Three Months Ended								Three Months Ended
(in thousands)	July 31, 2021			August 1, 2020			$ Change		April 30, 2022			May 1, 2021			$ Change
Net sales	$	11,521		$	4,812		$	6,709	$	10,130		$	6,802		$	3,328
Loss from operations		(1,571	)		(3,059	)		1,488		(1,484	)		(3,263	)		1,779

Net sales from our Rebecca Taylor and Parker segment increased ~~$6,709,~~$3,328, or ~~139.4%~~48.9%, to ~~$11,521~~$10,130 in the three months ended ~~July 31, 2021~~April 30, 2022 from ~~$4,812~~$6,802 in the three months ended ~~August~~May 1, ~~2020~~2021, primarily due to (a) a ~~$5,044~~$339 increase in wholesale sales and (b) a ~~$1,664 increase in the direct-to-consumer channels as the prior year reflected the temporary store closures of our domestic retail locations, including our wholesale partners.~~

Loss from operations from our Rebecca Taylor and Parker segment decreased $1,488, or 48.6%, to $1,571 in the three months ended July 31, 2021 from $3,059 in the three months ended August 1, 2020. The decrease was primarily driven by higher net sales, as noted above.

~~Net sales~~ ~~for the six months ended July 31, 2021 were $136,206, increasing $60,166, or 79.1%, versus $76,040 for the six months ended August 1, 2020.~~

~~Gross profit~~ increased 107.4% to $60,861 for the six months ended July 31, 2021 from $29,340 in the six months ended August 1, 2020. As a percentage of sales, gross margin was 44.7%, compared with 38.6% in the six months ended August 1, 2020. The total gross margin rate increase 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.~~

~~SG&Aexpenses~~ for the six months ended July 31, 2021 were $65,327, decreasing $565, or 0.9%, versus $65,892 for the six months ended August 1, 2020. SG&A expenses as a percentage of sales were 48.0% and 86.7% for the six months ended July 31, 2021 and August 1, 2020, respectively. The change in SG&A expenses compared to the prior fiscal year period was primarily due to:

~~Interest expense, net~~ ~~increased $1,758, or 85.9%, to $3,805 in the six months ended July 31, 2021 from $2,047 in the six months ended August 1, 2020 due to higher interest rates and composition of debt.~~

~~Other income, net~~ in the six months ended August 1, 2020 was primarily attributable to a $2,320 benefit recorded from the re-measurement of the liability related to the Tax Receivable Agreement. See Note 12 “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 July 31, 2021 was $3,941 as compared to $70 for the six months ended August 1, 2020. Our effective tax rate for the six months ended July 31, 2021 and August 1, 2020 was 47.6% and 0.1%, respectively. The effective tax rate for the six months ended July 31, 2021 differed from the U.S. statutory rate of 21% primarily due to ~~the increase in deferred tax liabilities attributable to indefinite-lived goodwill and intangible assetsand the impact of the valuation allowance established against additional deferred tax assets~~. See Note 9 “Income Taxes” to the condensed consolidated financial statements in this Quarterly Report for further information. The effective tax rate for the six months ended August 1, 2020 differed from the U.S. statutory rate of 21% primarily due to the impact of the valuation allowance established against our deferred tax assets partly offset by state and foreign taxes.

Net sales from our Vince Wholesale segment increased $34,117, or 122.5%, to $61,969 in the six months ended July 31, 2021 from $27,852 in the six months ended August 1, 2020, primarily due to higher shipments as the prior year reflected the delay and cancellation of order receipts as a result of the temporary closure of our wholesale partner’s doors due to COVID-19.

Income from operations from our Vince Wholesale segment increased $13,125, to $16,938 in the six months ended July 31, 2021 from $3,813 in the six months ended August 1, 2020 primarily due to higher net sales as noted above and lower adjustments to inventory and accounts receivable reserves.

Net sales from our Vince Direct-to-consumer segment increased $22,778, or 68.7%, to $55,914 in the six months ended July 31, 2021 from $33,136 in the six months ended August 1, 2020. The increase in sales was primarily due to increased traffic as the prior year reflected the temporary store closures of our domestic and international retail locations due to COVID-19. Since August 1, 2020, five net stores have opened, bringing our total retail store count to 67 (consisting of 49 full price stores and 18 outlet stores) as of July 31, 2021, compared to 62 (consisting of 48 full price stores and 14 outlet stores) as of August 1, 2020.

Our Vince Direct-to-consumer segment had income from operations of $5,799 in the six months ended July 31, 2021 compared to a loss from operations of $22,384 in the six months ended August 1, 2020. The change was primarily driven by higher net sales as noted above, partly offset by increased SG&A expenses. Additionally, the loss from operations in the prior year included a non-cash impairment charge of $11,725 related to property and equipment and operating lease ROU assets.

Net sales from our Rebecca Taylor and Parker segment increased $3,271, or 21.7%, to $18,323 in the six months ended July 31, 2021 from $15,052 in the six months ended August 1, 2020 primarily due to a $2,421 increase in wholesale sales, primarily due to higher shipments as the prior year reflected temporary closure of our wholesale partner’s doors due to COVID-19, partly offset by ~~our pause in the development of new product for the Parker brand,~~ ~~and an $849~~$2,989 increase in the direct-to-consumer channels primarily due to increased traffic, as the prior year reflected the ~~temporary store closures~~impact of ~~our retail locations due to~~ COVID-19, ~~partly offset by reduced e-commerce traffic resulting from~~ ~~our strategic decisions to refresh the Rebecca Taylor brand~~.as well as new stores.

Loss from operations from our Rebecca Taylor and Parker segment decreased ~~$4,364,~~$1,779, or ~~47.4%~~54.5%, to ~~$4,834~~$1,484 in the ~~six~~three months ended ~~July 31, 2021~~April 30, 2022 from ~~$9,198~~$3,263 in the ~~six~~three months ended ~~August~~May 1, ~~2020.~~2021. The decrease was primarily driven by ~~reduced~~higher net sales and an improvement in gross profit, which includes the non-recurring insurance recovery, as noted above, partly offset by higher staffing and other SG&A expenses. Additionally, the loss from operations in the prior year included a non-cash impairment charge of $1,687 related to indefinite lived intangible assets, property and equipment and operating lease ROU assets.

Our sources of liquidity are cash and cash equivalents, cash flows from operations, if any, borrowings available under the 2018 Revolving Credit Facility (as amended and ~~restated)~~restated and as defined below) and our ability to access capital ~~markets.~~markets, including our Open Market Sale Agreement^SM entered into with Jefferies LLC in September 2021 (see Note 7 “Stockholders’ Equity” to the condensed consolidated financial statements in this Quarterly Report for further information). Our primary cash needs are funding working capital requirements, meeting our debt service requirements 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 light of the COVID-19 pandemic, we have taken various measures to improve our liquidity as described above (see “COVID-19” above).~~ Based on ~~these measures and~~ our current expectations, wewe 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. Our recent financial results have been, and our future financial results may be, subject to substantial fluctuations, and may be impacted by business conditions and macroeconomic factors, including the impact of the COVID-19 pandemic and the armed conflict between Ukraine and Russia. Our ability to continue to meet our obligations is dependent on our ability to generate positive cash flow from a combination of initiatives and any failure to successfully implement these initiatives could require us to implement alternative plans to satisfy our liquidity needs. In the event that we are unable to timely service our debt, meet other contractual payment obligations or fund our other liquidity needs, we may need to refinance all or a portion of our indebtedness before maturity, seek waivers of or amendments to our contractual obligations for payment, reduce or delay scheduled expansions and capital expenditures, sell material assets or operations or seek other financing opportunities.

	Six Months Ended						Three Months Ended
(in thousands)	July 31, 2021			August 1, 2020			April 30, 2022			May 1, 2021
Operating activities
Net loss	$	(12,212	)	$	(63,240	)	$	(7,169	)	$	(11,622	)
Add (deduct) items not affecting operating cash flows:
Adjustment to Tax Receivable Agreement Liability		—			(2,320	)
Impairment of goodwill and intangible assets		—			13,848
Impairment of long-lived assets		—			13,026
Depreciation and amortization		3,119			3,654			1,558			1,638
Provision for bad debt		(100	)		2,001			39			(19	)
Amortization of deferred financing costs		401			277			214			170
Deferred income taxes		3,872			102			—			2,609
Share-based compensation expense		889			1,066			609			331
Capitalized PIK Interest		1,257			—			699			636
Changes in assets and liabilities:
Receivables, net		821			20,067			4,773			5,075
Inventories		(6,101	)		(25,740	)		(4,803	)		(3,509	)
Prepaid expenses and other current assets		1,459			3,135			69			748
Accounts payable and accrued expenses		7,893			11,775			(2,164	)		1,684
Other assets and liabilities		(1,588	)		1,097			1,767			(535	)
Net cash used in operating activities	$	(290	)	$	(21,252	)	$	(4,408	)	$	(2,794	)

Net cash used in operating activities during the three months ended April 30, 2022 was $4,408, which consisted of a net loss of $7,169, impacted by non-cash items of $3,119 and cash used in working capital of $358. Net cash used in working capital primarily resulted from a cash outflow in inventory of $4,803 primarily due to growth in the business and the timing of receipts and a cash outflow in accounts payable and accrued expenses of $2,164 primarily due to the timing of payments to vendors, partly offset by a cash inflow from receivables, net, of $4,773 primarily driven by the timing of collections.

Net cash used in operating activities during the ~~six~~three months ended ~~July 31,~~May 1, 2021 was ~~$290,~~$2,794, which consisted of a net loss of ~~$12,212,~~$11,622, impacted by non-cash items of ~~$9,438~~$5,365 and cash provided by working capital of ~~$2,484.~~$3,463. Net cash provided by working capital primarily resulted from a cash inflow of $5,075 in receivables, net primarily driven by the timing of collections, a cash inflow in accounts payable and accrued expenses of ~~$7,893~~$1,684 primarily due to the timing of payments to vendors, partly offset by a cash outflow in inventory of ~~$6,101 primarily due to the timing of receipts.~~

Net cash used in operating activities during the six months ended August 1, 2020 was $21,252, which consisted of a net loss of $63,240, impacted by non-cash items of $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 a cash outflow in inventory of $25,740$3,509 primarily due to the timing of receipts.

	Six Months Ended						Three Months Ended
(in thousands)	July 31, 2021			August 1, 2020			April 30, 2022			May 1, 2021
Investing activities
Payments for capital expenditures	$	(1,919	)	$	(1,597	)	$	(622	)	$	(476	)
Net cash used in investing activities	$	(1,919	)	$	(1,597	)	$	(622	)	$	(476	)

Net cash used in investing activities of ~~$1,919~~$622 during the ~~six~~three months ended ~~July 31, 2021~~April 30, 2022 represents capital expenditures primarily related to retail store buildouts, including leasehold improvements and store fixtures, as well as the investment in our information technology systems.

Net cash used in investing activities of ~~$1,597~~$476 during the ~~six~~three months ended ~~August~~May 1, ~~2020~~2021 represents capital expenditures primarily related to the investment in our information technology systems and retail store buildouts, including leasehold improvements and store fixtures.

	Six Months Ended						Three Months Ended
(in thousands)	July 31, 2021			August 1, 2020			April 30, 2022			May 1, 2021
Financing activities
Proceeds from borrowings under the Revolving Credit Facilities	$	137,739		$	106,048		$	91,573		$	63,236
Repayment of borrowings under the Revolving Credit Facilities		(137,554	)		(82,548	)		(86,507	)		(62,462	)
Proceeds from common stock issuance, net of certain fees								305			—
Tax withholdings related to restricted stock vesting		(62	)		(222	)		(148	)		(8	)
Proceeds from stock option exercises, restricted stock vesting, and issuance of common stock under employee stock purchase plan		72			24			23			49
Financing fees		(288	)		(225	)
Net cash (used in) provided by financing activities	$	(93	)	$	23,077
Net cash provided by financing activities							$	5,246		$	815

Net cash ~~used in~~provided by financing activities was ~~$93~~$5,246 during the ~~six~~three months ended ~~July 31, 2021,~~April 30, 2022, primarily consisting of ~~financing fees of $288 partly offset by $185~~$5,066 of net proceeds from borrowings under the 2018 Revolving Credit Facility.

Net cash provided by financing activities was ~~$23,077~~$815 during the ~~six~~three months ended ~~August~~May 1, ~~2020,~~2021, primarily consisting of ~~$23,500~~$774 of net proceeds from borrowings under ~~our~~the 2018 Revolving Credit Facility.

The Term Loan Credit Facility is subject to quarterly amortization of ~~principal equal to 2.5% of the original aggregate principal amount of the 2018 Term Loan Facility,~~$875 commencing on July 1, 2022, with the balance payable at final maturity. Interest is payable on loans under the ~~2018~~ Term Loan Credit Facility at a rate equal to the 90-day LIBOR rate, ~~(subject~~or an alternate applicable reference rate in the event LIBOR is no longer available, subject, in either case, to a ~~0% floor)~~1.0% floor, plus ~~applicable margins subject to a pricing grid based on a minimum Consolidated EBITDA (as defined in the credit agreement for the 2018 Term Loan Facility) calculation.~~7.0%. During the continuance of certain specified events of default, interest will accrue on the ~~outstanding~~overdue amount of any loan at a rate of 2.0% in excess of the rate otherwise applicable to such amount. ~~The 2018~~In addition, the Term Loan ~~Facility matures on~~Credit Agreement requires mandatory prepayments upon the ~~earlier~~occurrence of ~~August 21, 2023 and the maturity date of the 2018 Revolving Credit Facility~~certain events, including but not limited to, an Excess Cash Flow payment (as defined ~~below).~~in the Term Loan Credit Agreement), subject to reductions for voluntary prepayments made during such fiscal year, commencing with the fiscal year ending January 28, 2023.

~~Report on Form 10-K starting from fiscal year ending February 1, 2020. There was no such payment due for the fiscal years ended January 30, 2021 and February 1, 2020.~~

~~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 Third Amendment 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 Third Amendment 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 recorded $233 of the financing costs paid to third parties within~~ ~~selling, general and administrative expenses on the condensed~~ ~~consolidated statements of operations and comprehensive income (loss) in fiscal 2020.~~ ~~The remaining $150 of financing costs~~ ~~were recorded as deferred debt issuance costs which will be amortized over the remaining term of the 2018 Term Loan Facility~~.

~~advance rate on the intellectual property to 60% of its appraised value.~~ As of April ~~2021, the requirement to engage a financial advisor has been satisfied.~~

The Sixth Term Loan Amendment, among other things, (i) extends the period during which the FCCR covenant is temporarily suspended, resuming for the fiscal quarter ending January 28, 2023 (previously, through January 29, 2022) (such period, until the delivery of the compliance certificate with respect to the fiscal quarter ending January 28, 2023, the “Sixth Amendment Extended Accommodation Period”); (ii) extends the period through which the applicable margin is increased to 9.0% or 7.0%, subject to a pricing grid based on Consolidated EBITDA through the Sixth Amendment Extended Accommodation Period, and the period for which 2% of interest is deferred through the first anniversary of the Sixth Term Loan Amendment; (iii) requires Vince to maintain an FCCR of 1.0 to 1.0 in the event the excess availability under the 2018 Revolving Credit Facility is less than $7,500 until July 31, 2021 and $10,000 after August 1, 2021 through the end of the Sixth Amendment Extended Accommodation Period; (iv) resets the prepayment premium to 3.0% of the prepaid amount if prepaid prior to the first anniversary of the Sixth Term Loan Amendment effective date, 1.5% of the prepaid amount if prepaid prior to the second anniversary of the Sixth Term Loan Amendment and none thereafter; and (v) decreases the advance rate on the eligible intellectual property to 55% from 60% as of August 1, 2021.

On September 7, 2021, Vince, LLC entered into a new $35,000 term loan credit facility as described in Note 13 “Subsequent Events” to the condensed consolidated financial statements in this Quarterly Report. All outstanding amounts under the 2018 Term Loan Facility were repaid in full and the 2018 Term Loan Facility was terminated.

~~As of July 31, 2021,~~30, 2022, the Company was in compliance with applicable covenants.

Through ~~July 31, 2021,~~April 30, 2022, on an inception to date basis, the Company had not made any repayments ~~totaling $2,750 in the aggregate~~ on the ~~2018~~ Term Loan ~~Facility. As of July 31, 2021, the Company had $24,750 of debt outstanding under the 2018 Term Loan~~Credit Facility.

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 credit agreement for the 2018 Revolving Credit Facility and (ii) the aggregate commitments, as well as a 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 the maturity date of 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.

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).

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~~permitted Vince, LLC to incur up to $8,000 of additional secured debt (in addition to any interest accrued or paid in kind), to the extent subordinated to the 2018 Revolving Credit Facility on terms reasonably acceptable to Citizens; (h) ~~establishes~~established a method for imposing a successor reference rate if LIBOR should become unavailable, (i) ~~extends~~extended the delivery periods for (x) annual financial statements for the fiscal year ended February 1, 2020 to June 15, 2020 and (y) quarterly financial statements for the fiscal quarters ended May 2, 2020 and ~~ending~~ August 1, 2020 to July 31, 2020 and October 29, 2020, respectively, and (j) ~~grants~~granted 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 $376 of additional deferred financing costs. In accordance with ASC Topic 470, “Debt~~”, the Company accounted for this amendment as a debt modification and 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.

February 1, 2021 until March 31, 2021 (or until the excess availability iswas greater than 25% of the ~~loan cap~~Loan Cap for a period of at least thirty days, whichever is later) to assist in the preparation of certain financial reports, including the review of the weekly cashflow reports and other items. As of April 2021, the requirement to engage a financial advisor ~~has~~had been satisfied.

On September 7, 2021, concurrently with the ~~$35,000 term loan credit facility,~~Term Loan Credit Facility, Vince, LLC entered into an Amended and Restated Credit Agreement (the “A&R Revolving Credit Facility Agreement”)which, among other things, ~~contains~~contained amendments to reflect the terms of the ~~$35,000 term loan credit facility~~Term Loan Credit Facility and extends the maturity of the 2018 Revolving Credit Facility to the earlier of June 8, 2026 and 91 days prior to the maturity of the ~~$35,000 term loan credit facility. See Note 13 “Subsequent Events”~~Term Loan Credit Facility.

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

SK Financial is an affiliate of Sun Capital, whose affiliates own, as of April 30, 2022, approximately ~~71%~~70% of the Company’s common stock. The Third Lien Credit Facility was reviewed and approved by the Special Committee of the Company’s Board of Directors, consisting solely of directors not affiliated with Sun Capital, which committee was represented by independent legal advisors.

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

The proceeds were received on December 11, 2020 and were used to repay a portion of the borrowings outstanding under the 2018 Revolving Credit Facility.

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 Part I, Item 1 of this 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 ~~2020~~2021 Annual Report on Form 10-K. As of ~~July 31, 2021,~~April 30, 2022, there have been no material changes to the critical accounting policies contained therein.

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

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 provide the information in this Item.

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 Exchange Act requires that we include these certifications with this report. This Controls and Procedures section includes information concerning the disclosure controls and procedures referred to in the certifications. You should read this section in conjunction with the certifications.

Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) orand 15d-15(e) of the Exchange Act) as of ~~July 31, 2021.~~April 30, 2022.

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

As a result of the material 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 state, in all material respects, the Company’s financial condition, results of operations and cash flows for the periods presented.

As described in Management’s Annual Report On Internal Control Over Financial Reporting in Item 9A of our Annual Report on Form 10-K for the year ended January ~~30, 2021,~~29, 2022, we did not maintain adequate user access controls to ensure appropriate segregation of duties and to adequately restrict access to financial applications and data.

This material 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) that could result in a misstatement impacting account balances or disclosures that would result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected.

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

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

Management continues to follow a comprehensive remediation plan to fully address this material weakness. The remediation plan includes implementing and effectively operating controls related to the routine reviews of user system access and user re-certifications, inclusive of those related to users with privileged access, as well as, to 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 have made continued progress in addressing financial, compliance, and operational risks and improving controls across the Company. Until the material weakness is remediated, we will continue to perform additional analysis, substantive testing, and other post-closing procedures to ensure that our 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~~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 ~~July 31, 2021~~April 30, 2022 that ~~has~~have 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 September 7, 2018, a complaint was filed in the United States District Court for the Eastern District of New York by certain stockholders (collectively, the “Plaintiff”), naming us as well as David Stefko, our 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 alleges that we and the named 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 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 the original complaint. On October 4, 2019, an individual stockholder filed a complaint marked as a related suit to the amended complaint, containing substantially identical allegations and claims against the same defendant parties. On September 9, 2020, the two complaints were dismissed in their entirety and the Plaintiff’s request for leave to replead was denied. On October 6, 2020, the Plaintiff filed notices of appeal. On July 6, 2021, the appeals were voluntarily dismissed.

~~Additionally, we~~We are a party to legal proceedings, compliance matters, environmental, as well as wage and 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 ~~2020~~2021 Annual Report on Form 10-K, in addition to the other information set forth in this ~~report~~Quarterly Report on Form 10-Q, could materially affect the Company’s business, financial condition or results. The Company’s risk factors have not changed materially from those disclosed in its ~~2020~~2021 Annual Report on Form 10-K.

On September 7, 2021, Vince, LLC (“Vince”), a wholly-owned subsidiary of Vince Holding Corp. (the “Company”), entered into a new term loan credit facility as described below. All outstanding amounts under Vince’s prior senior secured term loan facility with Crystal Financial LLC as administrative agent and collateral agent, and the other lenders from time to time party thereto were repaid in full and such credit facility was terminated.

Vince entered into a new $35 million senior secured term loan credit facility (the “Term Loan Credit Facility”) pursuant to a Credit Agreement (the “Term Loan Credit Agreement”) by and among Vince, as the borrower, the guarantors named therein, PLC Agent, LLC (“Pathlight”), as administrative agent and collateral agent, and the other lenders from time to time party thereto. The Company and Vince Intermediate Holding, LLC are guarantors under the Term Loan Credit Facility. The Term Loan Credit Facility matures on the earlier of September 7, 2026 and 91 days after the maturity date of the Revolving Credit Facility (as defined below).

The Term Loan Credit Facility is subject to quarterly amortization of $875,000 commencing on July 1, 2022, with the balance payable at final maturity. Interest is payable on loans under the Term Loan Credit Facility at a rate equal to the 90-day LIBOR rate, or an alternate applicable reference rate in the event LIBOR is no longer available, subject, in either case, to a 1.0% floor, plus 7.0%. During the continuance of certain specified events of default, interest will accrue on the overdue amount of any loan at a rate of 2.0% in excess of the rate otherwise applicable to such amount. In addition, the Term Loan Credit Agreement requires mandatory prepayments upon the occurrence of certain events, including but not limited to, an Excess Cash Flow payment (as defined in the Term Loan Credit Agreement), ~~subject to reductions for voluntary prepayments made during such fiscal year,~~ ~~commencing with the fiscal year ending January 28, 2023.~~

The Term Loan Credit Facility contains a requirement that Vince will maintain an availability under its Revolving Credit Facility of the greater of 10% of the commitments thereunder or $9.5 million. The Term Loan Credit Facility does not permit dividends prior to April 30, 2022, or an earlier date designated by Vince (the period until such date, the “Accommodation Period”) and thereafter permits them to the extent that no default or event of default is continuing or would result from a contemplated dividend, so long as after giving pro forma effect to the contemplated dividend subtracting any accounts payable amounts that are or are projected to be past due for the following six months, excess availability for such six month period will be at least the greater of 25.0% of the

aggregate lending commitments and $15 million. In addition, the Term Loan Credit Facility contains customary representations and warranties, other covenants, and events of default, including but not limited to, limitations on the incurrence of additional indebtedness, liens, burdensome agreements, guarantees, investments, loans, asset sales, mergers, acquisitions, prepayment of other debt, the repurchase of capital stock, transactions with affiliates, and the ability to change the nature of its business or its fiscal year, and distributions and dividends. Furthermore, the Term Loan Credit Facility is subject to a Borrowing Base (as defined in the Term Loan Credit Agreement) which can, under certain conditions result in the imposition of a reserve under the Revolving Credit Facility.

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

The foregoing is only a summary of the material terms of the Term Loan Credit Facility and does not purport to be complete and is qualified in its entirety by reference to the Term Loan Credit Agreement, a copy of which is filed with the Securities and Exchange Commission as Exhibit 10.1 to this Quarterly Report and incorporated herein by reference.

Concurrently with the Term Loan Credit Facility, Vince entered into an Amended and Restated Credit Agreement (the “A&R Revolving Credit Facility Agreement”), by and among Vince, as the borrower, the guarantors named therein, Citizens Bank, N.A., as administrative agent and collateral agent, and the other lenders from time to time party thereto, with respect to its revolving credit facility (the “Revolving Credit Facility”), which contains amendments to reflect the terms of the Term Loan Credit Facility and extends the maturity of the facility to the earlier of June 8, 2026 and 91 days prior to the maturity of the Term Loan Credit Facility.

In addition, the A&R Revolving Credit Facility Agreement, among others: (i) lowers all applicable margins by 0.75%; (ii) revises the end of the Accommodation Period (as defined therein) to April 30, 2022 or an earlier date as elected by Vince; (iii) amends the borrowing base calculation to exclude Eligible Cash On Hand (as defined therein); (iv) revises threshold under the definition of the Cash Dominion Trigger Event to be the excess availability of the greater of (a) 12.5% of the loan cap and (b) $11 million; (v) deletes the financial covenant and replaces it with a requirement to maintain a minimum excess availability not to be less than the greater of (a) $9.5 million and (b) 10% of the commitments at any time; and (vi) revises certain representations and warranties as well as operational covenants.

The foregoing is only a summary of the material terms of the amended and restated Revolving Credit Facility and does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Revolving Credit Facility Agreement, a copy of which is filed with the Securities and Exchange Commission as Exhibit 10.2 to this Quarterly Report and incorporated herein by reference.

Concurrently with the Term Loan Credit Facility as well as the A&R Revolving Credit Facility Agreement, Vince entered into an amendment (the “Third Lien First Amendment”) to a credit agreement, dated December 11, 2020, by and among Vince, as the borrower, SK Financial Services, LLC (“SK Financial”), as agent, and other lenders from time to time party thereto, with respect to its subordinated credit facility (the “Third Lien Credit Facility”). The Third Lien First Amendment amends its terms to extend its maturity to March 6, 2027, revises the interest rate to remove the tiered applicable margins so that the rate is now equal to the 90-day LIBOR rate, or an alternate applicable reference rate in the event LIBOR is no longer available, plus 9.0% at all times, and to reflect the applicable terms of the Term Loan Credit Facility as well as the A&R Revolving Credit Facility Agreement.

The foregoing is only a summary of the material terms of the Third Lien First Amendment and does not purport to be complete and is qualified in its entirety by reference to the Third Lien First Amendment, a copy of which is filed with the Securities and Exchange Commission as Exhibit 10.3 to this Quarterly Report and is incorporated herein by reference.

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.)

			Page Number
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements:		45

	a)	Unaudited Condensed Consolidated Balance Sheets at ~~July 31, 2021~~April 30, 2022 and January ~~30, 2021~~29, 2022	45

	b)	Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three ~~and six~~ months ended ~~July 31,~~April 30, 2022 and May 1, 2021 ~~and August 1, 2020~~	56

	c)	Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the ~~six~~three months ended ~~July 31,~~April 30, 2022 and May 1, 2021 ~~and August 1, 2020~~	67

	d)	Unaudited Condensed Consolidated Statements of Cash Flows for the ~~six~~three months ended ~~July 31,~~April 30, 2022 and May 1, 2021 ~~and August 1, 2020~~	8

	e)	Notes to Unaudited Condensed Consolidated Financial Statements	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		2621

Item 3.	Quantitative and Qualitative ~~Disclosure~~Disclosures About Market Risk		3929

Item 4.	Controls and Procedures		3929

PART II. OTHER INFORMATION			4031

Item 1.	Legal Proceedings		4031

Item 1A.	Risk Factors		4131

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		4131

Item 3.	Defaults Upon Senior Securities		4131

Item 4.	Mine Safety Disclosures		4131

Item 5.	Other Information		4131

Item 6.	Exhibits		4331

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

Level 2—		observable market-based inputs (quoted prices for similar assets and liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active) or inputs that are corroborated by observable market data

Level 3—		significant unobservable inputs that reflect the Company’s assumptions and are not substantially supported by market data

~~10.1~~Exhibit Number		~~Credit Agreement, dated as of September 7, 2021, by and among Vince, LLC as the borrower, the guarantors named therein, PLC Agent, LLC, as agent, and the other lenders from time to time party thereto~~Exhibit Description

~~10.2~~		Amended and Restated Credit Agreement, dated as of September 7, 2021, by and among Vince, LLC as the borrower, the guarantors named therein, Citizens Bank, N.A., as agent, and the other lenders from time to time party thereto

~~10.3~~		~~First Amendment to Credit Agreement, dated as of September 7, 2021, by and among Vince, LLC as the borrower, SK Financial Services, LLC, as agent, and the other lenders from time to time party thereto~~

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

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

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

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

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

101.SCH		Inline XBRL Taxonomy Extension Schema

101.CAL		Inline XBRL Taxonomy Extension Calculation

101.PRE		Inline XBRL Taxonomy Extension Presentation

101.LAB		Inline XBRL Taxonomy Extension Labels

101.DEF		Inline XBRL Taxonomy Extension Definition

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


☒	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


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

	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⁾