STOCK TITAN

Vince Holding Q2 sales up 11.7%, raises outlook

VNCE posted double-digit sales growth, strong adjusted profitability and raised full-year guidance while closing the OVO brand acquisition.

(Very High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

VINCE HOLDING CORP. (VNCE) reported second-quarter 2026 net sales of $81.8 million, up 11.7% from $73.2 million a year earlier, driven by 13.7% growth in direct-to-consumer and 10.4% growth in wholesale. Gross margin rose to 60.9%, supported by a $10.4 million IEEPA tariff refund; excluding this, gross margin was 48.2%.

GAAP income from operations increased to $13.6 million from $11.2 million, while GAAP net income declined to $10.6 million (diluted EPS $0.80) from $12.1 million ($0.93). Adjusted net income was $13.5 million ($1.02 per diluted share) versus $4.9 million ($0.38), and adjusted EBITDA rose to $18.0 million from $6.7 million. The company completed the acquisition of the OVO operating business and bought a 5% equity interest in OVO’s IP holding entity for $6 million. VNCE ended the quarter with $12.3 million of borrowings, $63.6 million of excess revolver availability, and net inventory of $73.4 million. Guidance for the Vince business was raised, now calling for fiscal 2026 net sales growth of 8%–10% and adjusted EBITDA margin of 9.0%–9.5%, excluding the OVO business.

Positive

  • Net sales grew 11.7% to $81.8 million, with both wholesale and direct-to-consumer segments contributing.
  • Adjusted EBITDA increased to $18.0 million from $6.7 million, reflecting much stronger underlying profitability.
  • Full-year 2026 guidance for the Vince business was raised, with net sales expected to grow 8%–10% and adjusted EBITDA margin of 9.0%–9.5%.
  • Completion of the OVO acquisition and a 5% IP stake for $6 million adds a new growth brand with management targeting OVO sales potential above $100 million by fiscal 2030.
  • Balance sheet flexibility improved, with $12.3 million of borrowings and $63.6 million of excess availability under the revolving credit facility.

Negative

  • Despite stronger sales, GAAP net income fell to $10.6 million (EPS $0.80) from $12.1 million (EPS $0.93), pressured by higher SG&A and tax expense.
  • Gross margin and adjusted earnings relied on non-recurring items, including a $10.4 million IEEPA tariff refund and the prior-year $5.6 million Employee Retention Credit benefit, reducing comparability.
  • Selling, general and administrative expenses rose to $36.3 million (44.3% of sales) from $25.8 million (35.2%), including $2.9 million of OVO transaction costs.

Filing Explained

At August 1, 2026, cash was $1,009 thousand, and no ATM shares were sold during the quarter.

This Form 8-K reports the second-quarter results; structurally, it discloses no sales of new shares under the Virtu at-the-market program during the quarter and leaves $0.9 million of capacity available.

An at-the-market program permits an issuer to sell new shares gradually at prevailing market prices. Here, the filing reports capacity rather than an issuance, so it does not disclose new shares or proceeds from that program during the quarter.

At August 1, 2026, the balance sheet showed cash and cash equivalents of $1,009 thousand.

Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Net sales (Q2 2026) $81.8 million Quarter ended August 1, 2026; up 11.7% from $73.2 million in Q2 2025
Gross margin (Q2 2026) 60.9% Includes $10.4 million IEEPA tariff refund; 50.4% in Q2 2025
Net income (Q2 2026 GAAP) $10.6 million Compared with $12.1 million in the prior-year quarter
Adjusted net income (Q2 2026) $13.5 million Excludes $2.9 million OVO transaction costs; $4.9 million in Q2 2025
Adjusted EBITDA (Q2 2026) $18.0 million Up from $6.7 million in the prior-year quarter
Total borrowings $12.3 million Debt outstanding at end of Q2 2026 under company debt agreements
Excess revolver availability $63.6 million Availability under revolving credit facility at end of Q2 2026
OVO IP equity purchase $6 million for 5% Cash purchase of 5% equity interest in OVO’s IP holding entity
Adjusted EBITDA financial
"Adjusted EBITDA*, which includes the benefit from tariff refunds in the second quarter"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
IEEPA tariff refund regulatory
"includes a favorable impact of $10.4 million related to the IEEPA tariff refund"
A IEEPA tariff refund is the repayment of customs duties or import tariffs that were originally charged under trade measures enacted using the International Emergency Economic Powers Act (IEEPA). It matters to investors because getting a refund is like reclaiming a past expense: it can increase a company’s cash or reduce its reported cost of goods, and may signal changing government trade policy or successful legal or administrative challenges to the tariffs.
Employee Retention Credit financial
"benefit from the receipt of payroll tax credit payments from the U.S. Department of the Treasury under the Employee Retention Credit program"
A government-provided payroll tax credit that reimburses employers for a portion of wages paid to staff during qualifying downturns or disruptions, designed to encourage businesses to keep employees on the payroll. For investors, it matters because the credit improves a company’s cash flow and reduces payroll expenses—like a temporary government subsidy that boosts short-term profits and may change the company’s reported tax liabilities and cash reserves, which can affect valuation and risk assessments.
Equity method investment financial
"Equity in net income of equity method investment"
An equity method investment is an accounting way to report ownership in another company when an investor has significant influence (commonly around 20–50% of voting rights). Instead of listing the other company’s full assets and debts, the investor records its share of that company’s profits or losses on its own income statement—like keeping track of your share of a neighborhood bakery’s monthly earnings. Investors care because those shared profits, losses and changes in the investee’s value directly affect the investor’s reported earnings and balance sheet, so this method can materially change a company’s financial picture and valuation.
At-the-Market Offering financial
"did not make any offerings or sales of shares of common stock under the Virtu At-the-Market Offering"
An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.
non-GAAP financial measures financial
"Adjusted results presented in this press release are non-GAAP financial measures"
Non-GAAP financial measures are numbers companies use to show their financial performance that exclude certain expenses or income. They help investors see how the company might perform without one-time costs or other unusual items, giving a different perspective from official reports. However, since they can be adjusted, they don’t always tell the full story and should be looked at alongside standard financial figures.
Net sales $81.8 million Increased 11.7% from $73.2 million in Q2 2025
Gross margin 60.9% Up from 50.4% a year earlier; 48.2% excluding IEEPA tariff refund
Net income (GAAP) $10.6 million Down from $12.1 million in Q2 2025
Adjusted net income $13.5 million Up from $4.9 million in Q2 2025
Adjusted EBITDA $18.0 million Up from $6.7 million in Q2 2025
Diluted EPS (GAAP) $0.80 Decreased from $0.93 in the prior-year quarter
Diluted EPS (adjusted) $1.02 Increased from $0.38 in Q2 2025
Guidance

For fiscal 2026 Vince business, net sales expected to increase 8%–10%, adjusted operating margin 7.5%–8.0%, and adjusted EBITDA margin 9.0%–9.5%; Q3 net sales expected to grow 5%–8% with adjusted operating margin 7.5%–8.5% and adjusted EBITDA margin 8.5%–9.5%.

FAQ

How did VNCE’s net sales perform in the second quarter of 2026?

Net sales for VNCE rose 11.7% to $81.8 million in Q2 2026 from $73.2 million in Q2 2025, driven by a 13.7% increase in direct-to-consumer sales to $32.4 million and a 10.4% increase in wholesale sales to $49.4 million.

What were VNCE’s profitability and margins in Q2 2026?

Income from operations was $13.6 million versus $11.2 million last year. Gross margin was 60.9%, boosted by a $10.4 million IEEPA tariff refund; excluding this, gross margin was 48.2%. Adjusted EBITDA reached $18.0 million, up from $6.7 million.

How did VNCE’s Q2 2026 earnings per share compare to last year?

Diluted EPS under GAAP was $0.80 in Q2 2026, down from $0.93 a year earlier. Adjusted diluted EPS, which excludes OVO transaction costs, was $1.02 compared to $0.38 in the prior-year quarter.

What are VNCE’s outlook and guidance for fiscal 2026?

For the Vince business, VNCE expects fiscal 2026 net sales to grow approximately 8%–10% year over year, with adjusted operating margin of 7.5%–8.0% and adjusted EBITDA margin of 9.0%–9.5%. This guidance excludes the OVO business.

What did VNCE disclose about the OVO acquisition?

VNCE completed the acquisition of the OVO operating business and purchased a 5% equity interest in OVO’s IP holding entity for $6 million. Management highlighted opportunities to grow OVO sales above $100 million and reach low double-digit adjusted EBITDA margins by fiscal 2030.

What is VNCE’s debt and liquidity position after Q2 2026?

At the end of Q2 2026, VNCE had $12.3 million of total borrowings under its debt agreements, $63.6 million of excess availability under its revolving credit facility, and net inventory of $73.4 million compared to $76.7 million a year earlier.

How did segment performance break down for VNCE in Q2 2026?

Wholesale segment sales were $49.4 million and direct-to-consumer sales were $32.4 million. Segment income from operations was $24.6 million for wholesale and $4.5 million for direct-to-consumer, including IEEPA tariff refunds of $7.2 million and $3.2 million, respectively.

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Learn about SEC filing dates
0001579157false00015791572026-09-102026-09-10

 

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

 

FORM 8-K

 

CURRENT REPORT

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

Date of Report (Date of earliest event reported): September 10, 2026

 

 

Vince Holding Corp.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-36212

75-3264870

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

500 5th Avenue

20th Floor

 

New York, New York

 

10110

(Address of Principal Executive Offices)

 

(Zip Code)

 

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

 

 

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

 

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

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.01 par value per share

 

VNCE

 

The Nasdaq Stock Market LLC

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

Emerging growth company

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

 


Item 2.02 Results of Operations and Financial Condition.

On September 10, 2026, Vince Holding Corp. (the "Company") announced its financial results for its second fiscal quarter ended August 1, 2026. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

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

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit No.

 

Description of Exhibit

99.1

 

Press Release of the Company, dated September 10, 2026.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document).

 


SIGNATURES

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

 

 

 

VINCE HOLDING CORP.

 

 

 

 

Date:

September 10, 2026

By:

/s/ Brendan Hoffman

 

 

 

Brendan Hoffman
Chief Executive Officer

 


Exhibit 99.1

VINCE HOLDING CORP. REPORTS SECOND QUARTER 2026 RESULTS

Net Sales Increased 11.7% to $81.8 Million vs. 2Q25

Raises Full Year Fiscal 2026 Guidance

NEW YORK, New York – September 10, 2026 – Vince Holding Corp. (Nasdaq: VNCE) ("VNCE" or the "Company"), a global retail platform, today reported its financial results for the second quarter ended August 1, 2026.

Brendan Hoffman, Chief Executive Officer of VNCE said, "We delivered strong results this quarter, with excellent growth across both our direct-to-consumer and wholesale channels, and this momentum gives us confidence to raise our full-year guidance. Importantly, the recent completion of the OVO acquisition marks a pivotal moment for our Company. We are entering the streetwear market through a brand with deep cultural roots and an authentic customer connection, and we're bringing to it the operating discipline and infrastructure that have driven Vince's turnaround. The acquisition provides a significant growth runway and we see meaningful opportunities to expand OVO's retail presence and launch wholesale distribution through longstanding relationships, positioning the combined platform for substantial long-term value creation."

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

For the second quarter ended August 1, 2026:

Total Company net sales increased 11.7% to $81.8 million compared to $73.2 million in the second quarter of fiscal 2025. The year-over-year increase was driven by a 13.7% increase in the direct-to-consumer segment and a 10.4% increase in the wholesale segment.
Gross profit was $49.8 million, or 60.9% of net sales, compared to gross profit of $36.9 million, or 50.4% of net sales, in the second quarter of fiscal 2025. The increase in gross margin for the second quarter of fiscal 2026 includes a favorable impact of $10.4 million related to the IEEPA tariff refund, which offset the unfavorable impact from higher product costing which contributed negatively by approximately 160 basis points, and the unfavorable impact from higher freight costs of approximately 130 basis points. The gross margin rate, excluding the benefit of the tariff refund, was 48.2% in line with the Company's expectations.
Selling, general, and administrative expenses were $36.3 million, or 44.3% of sales, compared to $25.8 million, or 35.2% of sales, in the second quarter of fiscal 2025. The increase in SG&A dollars was primarily driven by anniversarying last year's $5.6 million benefit from the receipt of payroll tax credit payments from the U.S. Department of the Treasury under the Employee Retention Credit program (the "ERC benefit") as well as $2.9 million related to transaction costs associated with the acquisition of October's Very Own ("OVO") operating business ("OVO transaction").
Income from operations was $13.6 million compared to income from operations of $11.2 million in the same period last year. Adjusted income from operations, which includes the benefit from tariff refunds in the second quarter of fiscal 2026, was $16.4 million compared to $5.5 million in the same period last year.
Income tax expense was $3.1 million compared to an income tax expense of $0.1 million in the same period last year. The expense is due to the impact of applying the Company's estimated annual effective tax rate to the year-to-date ordinary pre-tax income.

 


 

Net income was $10.6 million or $0.80 per diluted share compared to net income of $12.1 million or $0.93 per diluted share in the same period last year. Adjusted net income, which includes the benefit from tariff refunds in the second quarter of fiscal 2026, was $13.5 million or $1.02 per diluted share compared to $4.9 million or $0.38 in the same period last year.
Adjusted EBITDA*, which includes the benefit from tariff refunds in the second quarter of fiscal 2026, was $18.0 million compared to $6.7 million in the same period last year.
The Company ended the quarter with 53 company-operated Vince stores.

 

 

 

Second Quarter Review

Net sales increased 11.7% to $81.8 million as compared to the second quarter of fiscal 2025.
Wholesale segment sales increased 10.4% to $49.4 million compared to the second quarter of fiscal 2025.
Direct-to-consumer segment sales increased 13.7% to $32.4 million compared to the second quarter of fiscal 2025.
Income from operations excluding unallocated corporate expenses was $29.1 million compared to income from operations of $17.3 million in the same period last year.

Net Sales and Operating Results by Segment:

 

 

Three Months Ended

 

 

 

August 1,

 

 

August 2,

 

(in thousands)

 

2026

 

 

2025

 

Net Sales:

 

 

 

 

 

 

Vince Wholesale

 

$

49,407

 

 

$

44,762

 

Vince Direct-to-consumer

 

 

32,381

 

 

 

28,479

 

Total net sales

 

$

81,788

 

 

$

73,241

 

 

 

 

 

 

 

 

Income from operations:

 

 

 

 

 

 

Vince Wholesale

 

$

24,584

 

 

$

17,058

 

Vince Direct-to-consumer

 

 

4,498

 

 

 

211

 

Total segment income from operations  (1)

 

 

29,082

 

 

 

17,269

 

Unallocated corporate (2)

 

 

(15,529

)

 

 

(6,118

)

Total income from operations

 

$

13,553

 

 

$

11,151

 

 

(1) Total segment income from operations for the three months ending August 1, 2026 includes IEEPA tariff refunds of $7.2 million and $3.2 million for the Wholesale and Direct-to-consumer segments, respectively.

 

(2) Unallocated corporate expenses are related to the Vince brand and are comprised of selling, general and administrative expenses attributable to corporate and administrative activities (such as marketing, design, finance, information technology, legal and human resource departments), and other charges that are not directly attributable to the Company's Vince Wholesale and Vince Direct-to-consumer reportable segments. In addition, for the three months ended August 1, 2026, unallocated corporate expenses include approximately $2.9 million of legal and consulting fees incurred in connection with the OVO transaction. For the three months ended August 2, 2025, unallocated corporate expenses includes approximately $5.6 million of ERC benefit.

 

 

 


 

 

Balance Sheet

At the end of the second quarter of fiscal 2026, total borrowings under the Company's debt agreements totaled $12.3 million and the Company had $63.6 million of excess availability under its revolving credit facility.

Net inventory at the end of the second quarter of fiscal 2026 was $73.4 million compared to $76.7 million at the end of the second quarter of fiscal 2025. The year-over-year decrease in inventory includes approximately $2.6 million of IEEPA refunds.

During the quarter ended August 1, 2026, the Company did not make any offerings or sales of shares of common stock under the Virtu At-the-Market Offering. At August 1, 2026, $0.9 million was available under the Virtu At-the-Market Offering.

October's Very Own ("OVO") Acquisition

As previously announced on August 27, 2026, the Company completed the acquisition of the operating business of OVO, a globally recognized lifestyle brand which delivered nearly $50 million in sales in calendar year 2025. VNCE now owns and will operate OVO's business as OVO’s core apparel and retail licensee, strengthening its partnership with Authentic Brands Group ("Authentic") and expanding its multi-brand platform strategy beyond Vince, with opportunity to build on OVO's existing operations using its scale and infrastructure to support the brand's next phase of growth. The Company sees opportunity to grow OVO sales to over $100 million and deliver Adjusted EBITDA margins in the low double digit percentage range by fiscal 2030. VNCE acquired the OVO operating business for a nominal cash purchase and also acquired a minority stake in OVO's intellectual property through the cash purchase of a 5% equity interest in the IP holding entity newly formed by majority-owner, Authentic, for $6 million.

Outlook

The Company is providing its outlook for the Vince Business for the third quarter of fiscal 2026 and raising its outlook for the Vince Business for the full year fiscal 2026. The Company’s outlook now considers the benefit of tariff refunds resulting from the Supreme Court’s decision on the IEEPA tariffs. The following outlook does not include the OVO Business.

For the third quarter of fiscal 2026 the Company expects the following for the Vince Business:

• Net sales to increase approximately 5% to 8% compared to the prior year period.

• Adjusted operating income as a percentage of net sales to be approximately 7.5% to 8.5%.

• Adjusted EBITDA as a percentage of net sales to be approximately 8.5% to 9.5%.

For fiscal 2026 the Company expects the following for the Vince Business:

• Net sales to increase approximately 8% to 10% compared to the prior year.

• Adjusted operating income as a percentage of net sales to be approximately 7.5% to 8.0%.

• Adjusted EBITDA as a percentage of net sales to be approximately 9.0% to 9.5%.

 

 


 

*Non-GAAP Financial Measures

In addition to reporting financial results in accordance with GAAP, the Company has provided, with respect to the financial results relating to the three and six months ended August 1, 2026 and August 2, 2025, adjusted EBITDA, which is a non-GAAP measure. Adjusted EBITDA is calculated as earnings before interest, taxes, depreciation and amortization, share-based compensation, capitalized cloud computing amortization, OVO transaction costs, and ERC Benefit. For the three and six months ended August 1, 2026 and August 2, 2025 respectively, the Company has provided adjusted income from operations, adjusted income (loss) before income taxes and equity in net income of equity method investment, adjusted income (loss) before equity in net income of equity method investment, adjusted net income, and adjusted earnings per share, which are non-GAAP measures, in order to eliminate the effect of the OVO transaction costs, ERC benefit, and Discrete Tax Effect Associated with ERC benefit.

The Company believes that the presentation of these non-GAAP measures facilitates an understanding of the Company's continuing operations without the impact associated with the aforementioned items. While these types of events can and do recur periodically, they are excluded from the indicated financial information due to their impact on the comparability of earnings across periods. Non-GAAP financial measures should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. A reconciliation of GAAP to non-GAAP results has been provided in Exhibit 3 and Exhibit 4 to this press release.

Conference Call

A conference call to discuss the second quarter results will be held today, September 10, 2026, at 8:30 a.m. ET, hosted by Vince Holding Corp. Chief Executive Officer, Brendan Hoffman, and Chief Financial Officer, Yuji Okumura. During the conference call, the Company may make comments concerning business and financial developments, trends and other business or financial matters. The Company's comments, as well as other matters discussed during the conference call, may contain or constitute information that has not been previously disclosed.

Those who wish to participate in the call may do so by dialing (833) 461-5787, conference ID 879266281. Any interested party will also have the opportunity to access the call via the Internet at http://investors.vince.com/. To listen to the live call, please go to the website at least 15 minutes early to register and download any necessary audio software. For those who cannot listen to the live broadcast, a recording will be available for 12 months after the date of the event. Recordings may be accessed at http://investors.vince.com.

ABOUT VINCE HOLDING CORP.

Vince Holding Corp. is a global retail platform that operates the Vince brand women's and men's ready to wear business and the October’s Very Own (“OVO”) brand apparel and accessories business. Vince, established in 2002, is a leading global luxury apparel and accessories brand best known for creating elevated yet understated pieces for every day effortless style. Vince operates 41 full-price retail stores, 12 outlet stores, and its e-commerce site, vince.com, as well as through premium wholesale channels globally. OVO is a Canadian lifestyle brand originally founded in 2008 by Aubrey “Drake” Graham and a Toronto collective offering premium apparel and accessories. OVO operates 12 flagship retail stores worldwide and its e-commerce site, octobersveryown.com. Please visit investors.vince.com for more information.

 

Forward-Looking Statements: This document, and any statements incorporated by reference herein contain forward-looking statements under the Private Securities Litigation Reform Act of 1995. Forward-looking statements include the statements under “Outlook” above as well as statements regarding, among other things, our current expectations about possible or assumed future results of operations of the Company and are indicated by words or phrases such as "may," "will," "should," "believe," "expect," "seek," "anticipate," "intend," "estimate," "plan," "target," "project," "forecast," "envision" and other similar phrases. Although we believe the assumptions and expectations reflected in these forward-looking statements are reasonable, these

 


 

assumptions and expectations may not prove to be correct and we may not achieve the results or benefits anticipated. These forward-looking statements are not guarantees of actual results, and our actual results may differ materially from those suggested in the forward-looking statements. These forward-looking statements involve a number of risks and uncertainties, some of which are beyond our control, including, without limitation: changes to and unpredictability in the trade policies and tariffs imposed by the U.S. and the governments of other nations; general economic conditions; our ability to maintain adequate cash flow from operations or availability under our revolving credit facility to meet our liquidity needs; restrictions on our operations under our credit facilities; our ability to improve our profitability; our ability to maintain our larger wholesale partners; our ability to accurately forecast customer demand for our products; our ability to maintain the license agreement relating to the Vince brand with ABG Vince; ABG Vince's expansion of the Vince brand into other categories and territories; ABG Vince's approval rights and other actions; our ability to realize the benefits of our strategic initiatives; our ability to make lease payments when due; our ability to open retail stores under favorable lease terms and operate and maintain new and existing retail stores successfully; our operating experience and brand recognition in international markets; our ability to remediate the identified material weakness in our internal control over financial reporting; our ability to comply with domestic and international laws, regulations and orders; increased scrutiny regarding our approach to sustainability matters and environmental, social and governance practices; competition in the apparel and fashion industry; our ability to attract and retain key personnel; seasonal and quarterly variations in our revenue and income; the protection and enforcement of intellectual property rights relating to the Vince brand; our ability to successfully integrate, operate and grow the OVO business (the “OVO Transaction”) and realize the anticipated benefits of the OVO Transaction; the extent of our foreign sourcing; our reliance on independent manufacturers; our ability to ensure the proper operation of the distribution facilities by third-party logistics providers; fluctuations in the price, availability and quality of raw materials; the ethical business and compliance practices of our independent manufacturers; our ability to mitigate system or data security issues, such as cyber or malware attacks, as well as other major system failures; our ability to adopt, optimize and improve our information technology systems, processes and functions; our ability to comply with privacy-related obligations; our status as a "controlled company"; our status as a "smaller reporting company"; and other factors as set forth from time to time in our Securities and Exchange Commission filings, including those described under "Item 1A—Risk Factors" in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. We intend these forward-looking statements to speak only as of the time of this release and do not undertake to update or revise them as more information becomes available, except as required by law.

 

Investor Relations Contact:

ICR, Inc.
Caitlin Churchill, 646-277-1274

Caitlin.Churchill@icrinc.com

 

 


 

Vince Holding Corp. and Subsidiaries

 

 

 

 

 

 

 

 

 

 

Exhibit (1)

 

Condensed Consolidated Statements of Operations

 

 

 

 

 

 

 

 

 

 

(Unaudited, amounts in thousands except percentages, share and per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

August 1,

 

 

August 2,

 

 

August 1,

 

 

August 2,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Net Sales

 

$

81,788

 

 

$

73,241

 

 

$

145,823

 

 

$

131,174

 

Cost of products sold

 

 

31,954

 

 

 

36,303

 

 

 

63,597

 

 

 

65,073

 

Gross profit

 

 

49,834

 

 

 

36,938

 

 

 

82,226

 

 

 

66,101

 

as a % of net sales

 

 

60.9

%

 

 

50.4

%

 

 

56.4

%

 

 

50.4

%

Selling, general and administrative expenses

 

 

36,281

 

 

 

25,787

 

 

 

71,320

 

 

 

59,388

 

as a % of net sales

 

 

44.3

%

 

 

35.2

%

 

 

48.9

%

 

 

45.3

%

Income from operations

 

 

13,553

 

 

 

11,151

 

 

 

10,906

 

 

 

6,713

 

as a % of net sales

 

 

16.6

%

 

 

15.2

%

 

 

7.5

%

 

 

5.1

%

Interest expense, net

 

 

708

 

 

 

849

 

 

 

1,352

 

 

 

1,705

 

Other (income)

 

 

(493

)

 

 

(1,560

)

 

 

(596

)

 

 

(1,560

)

Income before income taxes and equity in net income of equity method investment

 

 

13,338

 

 

 

11,862

 

 

 

10,150

 

 

 

6,568

 

Provision for income taxes

 

 

3,139

 

 

 

58

 

 

 

2,731

 

 

 

58

 

Income before equity in net income of equity method investment

 

 

10,199

 

 

 

11,804

 

 

 

7,419

 

 

 

6,510

 

Equity in net income of equity method investment

 

 

398

 

 

 

256

 

 

 

1,077

 

 

 

747

 

Net income

 

$

10,597

 

 

$

12,060

 

 

$

8,496

 

 

$

7,257

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

0.82

 

 

$

0.93

 

 

$

0.66

 

 

$

0.56

 

Diluted earnings per share

 

$

0.80

 

 

$

0.93

 

 

$

0.65

 

 

$

0.56

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

12,891,384

 

 

 

12,906,045

 

 

 

12,868,995

 

 

 

12,863,100

 

Diluted

 

 

13,189,644

 

 

 

12,958,739

 

 

 

13,145,029

 

 

 

12,950,828

 

 

 


 

Vince Holding Corp. and Subsidiaries

 

 

 

 

 

 

 

Exhibit (2)

 

Condensed Consolidated Balance Sheets

 

 

 

 

 

 

 

 

 

(Unaudited, amounts in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

August 1,

 

 

January 31,

 

 

August 2,

 

 

 

2026

 

 

2026

 

 

2025

 

ASSETS

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

1,009

 

 

$

498

 

 

$

777

 

Trade receivables, net

 

 

27,250

 

 

 

30,482

 

 

 

29,405

 

Inventories, net

 

 

73,371

 

 

 

66,240

 

 

 

76,705

 

Prepaid expenses and other current assets

 

 

4,712

 

 

 

3,770

 

 

 

5,184

 

Total current assets

 

 

106,342

 

 

 

100,990

 

 

 

112,071

 

Property and equipment, net

 

 

7,954

 

 

 

7,939

 

 

 

8,416

 

Operating lease right-of-use assets

 

 

90,438

 

 

 

90,874

 

 

 

92,265

 

Equity method investment

 

 

20,287

 

 

 

21,451

 

 

 

22,183

 

Other assets

 

 

3,891

 

 

 

3,787

 

 

 

4,037

 

Total assets

 

$

228,912

 

 

$

225,041

 

 

$

238,972

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

33,721

 

 

$

25,921

 

 

$

35,882

 

Accrued salaries and employee benefits

 

 

7,393

 

 

 

10,811

 

 

 

8,342

 

Other accrued expenses

 

 

13,510

 

 

 

14,800

 

 

 

10,443

 

Short-term lease liabilities

 

 

16,795

 

 

 

16,391

 

 

 

15,069

 

Total current liabilities

 

 

71,419

 

 

 

67,923

 

 

 

69,736

 

Long-term debt

 

 

12,250

 

 

 

19,462

 

 

 

31,096

 

Long-term lease liabilities

 

 

85,432

 

 

 

86,535

 

 

 

87,752

 

Deferred income tax liability and other liabilities

 

 

1,021

 

 

 

1,021

 

 

 

1,093

 

Stockholders' equity

 

 

58,790

 

 

 

50,100

 

 

 

49,295

 

Total liabilities and stockholders' equity

 

$

228,912

 

 

$

225,041

 

 

$

238,972

 

 

 

 

 

 

 


 

Vince Holding Corp. and Subsidiaries

 

 

 

 

 

Exhibit (3)

 

Reconciliation of GAAP to Non-GAAP measures

 

 

 

 

 

 

 

(Unaudited, amounts in thousands except share and per share amounts)

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended August 1, 2026

 

 

As Reported (GAAP)

 

 

OVO transaction costs

 

 

As Adjusted
(Non-GAAP)

 

 

 

 

 

 

 

 

 

 

Income from operations

$

13,553

 

 

$

(2,879

)

 

$

16,432

 

Interest expense, net

 

708

 

 

 

 

 

 

708

 

Other (income)

 

(493

)

 

 

 

 

 

(493

)

Income before income taxes and equity in net income of equity method investment

 

13,338

 

 

 

(2,879

)

 

 

16,217

 

Provision for income taxes

 

3,139

 

 

 

 

 

 

3,139

 

Income before equity in net income of equity method investment

 

10,199

 

 

 

(2,879

)

 

 

13,078

 

Equity in net income of equity method investment

 

398

 

 

 

 

 

 

398

 

Net income

$

10,597

 

 

$

(2,879

)

 

$

13,476

 

Earnings per share - diluted (1)

$

0.80

 

 

$

(0.22

)

 

$

1.02

 

 

 

 

 

 

 

 

 

 

 

 

For the Six Months Ended August 1, 2026

 

 

As Reported (GAAP)

 

 

OVO transaction costs

 

 

As Adjusted
(Non-GAAP)

 

 

 

 

 

 

 

 

 

 

Income from operations

$

10,906

 

 

$

(2,879

)

 

$

13,785

 

Interest expense, net

 

1,352

 

 

 

 

 

 

1,352

 

Other (income)

 

(596

)

 

 

 

 

 

(596

)

Income before income taxes and equity in net income of equity method investment

 

10,150

 

 

 

(2,879

)

 

 

13,029

 

Provision for income taxes

 

2,731

 

 

 

 

 

 

2,731

 

Income before equity in net income of equity method investment

 

7,419

 

 

 

(2,879

)

 

 

10,298

 

Equity in net income of equity method investment

 

1,077

 

 

 

 

 

 

1,077

 

Net income

$

8,496

 

 

$

(2,879

)

 

$

11,375

 

Earnings per share - diluted (1)

$

0.65

 

 

$

(0.22

)

 

$

0.87

 

 

 

 

 

 

 

 


 

Vince Holding Corp. and Subsidiaries

Exhibit (3)

 

Reconciliation of GAAP to Non-GAAP measures

 

 

(Unaudited, amounts in thousands except share and per share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months ended August 2, 2025

 

 

As Reported (GAAP)

 

 

ERC Benefit

 

 

Discrete Tax Effect Associated With ERC Benefit

 

 

As Adjusted
(Non-GAAP)

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

$

11,151

 

 

$

5,613

 

 

$

 

 

$

5,538

 

Interest expense, net

 

849

 

 

 

 

 

 

 

 

 

849

 

Other (income)

 

(1,560

)

 

 

(1,560

)

 

 

 

 

 

 

Income before income taxes and equity in net income of equity method investment

 

11,862

 

 

 

7,173

 

 

 

 

 

 

4,689

 

Provision for income taxes

 

58

 

 

 

 

 

 

58

 

 

 

 

Income before equity in net income of equity method investment

 

11,804

 

 

 

7,173

 

 

 

(58

)

 

 

4,689

 

Equity in net income of equity method investment

 

256

 

 

 

 

 

 

 

 

 

256

 

Net income

$

12,060

 

 

$

7,173

 

 

$

(58

)

 

$

4,945

 

Earnings per share - diluted (2)

$

0.93

 

 

$

0.55

 

 

$

 

 

$

0.38

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Six Months Ended August 2, 2025

 

 

As Reported (GAAP)

 

 

ERC Benefit

 

 

Discrete Tax Effect Associated With ERC Benefit

 

 

As Adjusted
(Non-GAAP)

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from operations

$

6,713

 

 

$

5,613

 

 

$

 

 

$

1,100

 

Interest expense, net

 

1,705

 

 

 

 

 

 

 

 

 

1,705

 

Other (income)

 

(1,560

)

 

 

(1,560

)

 

 

 

 

 

 

Income (loss) before income taxes and equity in net income of equity method investment

 

6,568

 

 

 

7,173

 

 

 

 

 

 

(605

)

Provision for income taxes

 

58

 

 

 

 

 

 

58

 

 

 

 

Income (loss) before equity in net income of equity method investment

 

6,510

 

 

 

7,173

 

 

 

(58

)

 

 

(605

)

Equity in net income of equity method investment

 

747

 

 

 

 

 

 

 

 

 

747

 

Net income

$

7,257

 

 

$

7,173

 

 

$

(58

)

 

$

142

 

Earnings per share - diluted (2)

$

0.56

 

 

$

0.55

 

 

$

 

 

$

0.01

 

 

(1) As reported and as adjusted are based on diluted weighted-average shares outstanding of 13,189,644 for the three months ended August 1, 2026 and 13,145,029 for the six months ended August 1, 2026.

 

(2) As reported and as adjusted are based on diluted weighted-average shares outstanding of 12,958,739 for the three months ended August 2, 2025 and 12,950,828 for the six months ended August 2, 2025, respectively.

 

 


 

Vince Holding Corp. and Subsidiaries

 

 

 

 

 

 

 

 

 

 

Exhibit (4)

 

Reconciliation of Net Income to Adjusted EBITDA

 

(Unaudited, amounts in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

August 1,

 

 

August 2,

 

 

August 1,

 

 

August 2,

 

 

 

2026

 

 

2025

 

 

2026

 

 

2025

 

Net income

 

$

10,597

 

 

$

12,060

 

 

$

8,496

 

 

$

7,257

 

Interest expense, net

 

 

708

 

 

 

849

 

 

 

1,352

 

 

 

1,705

 

Provision for income taxes

 

 

3,139

 

 

 

58

 

 

 

2,731

 

 

 

58

 

Depreciation and amortization

 

 

598

 

 

 

773

 

 

 

1,214

 

 

 

1,534

 

Share-based compensation

 

 

49

 

 

 

96

 

 

 

140

 

 

 

242

 

Capitalized cloud computing amortization

 

 

25

 

 

 

11

 

 

 

50

 

 

 

23

 

ERC benefit

 

 

 

 

 

(7,173

)

 

 

 

 

 

(7,173

)

OVO transaction costs

 

 

2,879

 

 

 

 

 

 

2,879

 

 

 

 

Adjusted EBITDA

 

$

17,995

 

 

$

6,674

 

 

$

16,862

 

 

$

3,646

 

 

 


Filing Exhibits & Attachments

2 documents

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