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What changed in VINCE HOLDING CORP.'s 10-K — 2022 vs 2023

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Paragraph-level year-over-year comparison of VINCE HOLDING CORP.'s 2022 and 2023 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2023 report.

+174 added−202 removedSource: 10-K (2023-04-28) vs 10-K (2022-04-29)

Top changes in VINCE HOLDING CORP.'s 2023 10-K

174 paragraphs added · 202 removed · 138 edited across 6 sections

Item 1. Business

Business — how the company describes what it does

45 edited+13 added−6 removed16 unchanged
Biggest changeWhile 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.
Biggest changeDuring 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. On February 17, 2023, the Company's indirectly wholly owned subsidiary, Parker Lifestyle, LLC, completed the sale of its intellectual property and certain related ancillary assets to Parker IP Co.
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 current operating environment, 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 .
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.
We believe continued collaboration between design and merchandising will ensure we respond to consumer preferences and market trends with new innovative product offerings while maintaining our core fashion foundation. Marketing, Advertising and Public Relations We use marketing, advertising and public relations as critical tools to deliver a consistent and compelling brand message to consumers.
We believe continued collaboration between design and 6 merchandising will ensure we respond to consumer preferences and market trends with new innovative product offerings while maintaining our core fashion foundation. Marketing, Advertising and Public Relations We use marketing, advertising and public relations as critical tools to deliver a consistent and compelling brand message to consumers.
We have registered the trademarks domestically and have registrations on file or pending in a number of foreign jurisdictions. We intend to continue to strategically register, both domestically and internationally, trademarks that we use today and those we develop in the future. We license the domain name for our website, vince.com , pursuant to a license agreement.
We have registered the trademark domestically and have registrations on file or pending in a number of foreign jurisdictions. We intend to continue to strategically register, both domestically and internationally, trademarks that we use today and those we develop in the future. We license the domain name for our website, vince.com , pursuant to a license agreement.
Available Information We make available free of charge on our website, vince.com , copies of our Annual Reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy and information statements and all amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after filing such material electronically with, or otherwise furnishing it to, the SEC.
Available Information We make available free of charge on our website, vince.com , copies of our Annual Reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, proxy and information statements and all amendments to these reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as soon as reasonably practicable after filing such material electronically with, or otherwise furnishing it to, the SEC.
Except for nine employees in France, who are covered by collective bargaining agreements pursuant to French law, none of our employees are currently covered by a collective bargaining agreement and we believe our employee relations are good. Our key human capital measures include associate turnover, pay equity, professional development as well as safety, particularly in light of the COVID-19 pandemic.
Except for 11 employees in France, who are covered by collective bargaining agreements pursuant to French law, none of our employees are currently covered by a collective bargaining agreement and we believe our employee relations are good. Our key human capital measures include associate turnover, pay equity, professional development as well as safety, particularly in light of the COVID-19 pandemic.
Each of fiscal years 2021 and 2020 consisted of a 52-week period. Our principal executive office is located at 500 5 th Avenue, 20th Floor, New York, New York 10110, and our telephone number is (212) 944-2600. Our corporate website address is www.vince.com .
Each of fiscal years 2022 and 2021 consisted of a 52-week period. Our principal executive office is located at 500 5 th Avenue, 20th Floor, New York, New York 10110, and our telephone number is (212) 944-2600. Our corporate website address is www.vince.com .
Known for its range of luxury products, Vince offers women’s and men’s ready-to-wear, footwear and accessories through 50 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.
Known for its range of luxury products, Vince offers women's and men's ready-to-wear, footwear and accessories through 50 full-price retail stores, 17 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.
Our apparel has appeared in the pages of major fashion magazines such as Vogue, Harper’s Bazaar , Elle, InStyle, GQ , Esquire and WSJ . Well-known trend setters in entertainment and fashion are also regularly seen wearing our brands. 7 Sourcing and Manufacturing We do not own or operate any manufacturing facilities.
Our apparel has appeared in the pages of major fashion magazines such as Vogue, Harper's Bazaar , Elle, InStyle, GQ , Esquire and WSJ . Well-known trend setters in entertainment and fashion are also regularly seen wearing our brand. Sourcing and Manufacturing We do not own or operate any manufacturing facilities.
The message and marketing strategies of our brands are cultivated by dedicated creative, design, marketing, visual merchandising, and public relations teams. These teams work closely together to develop and execute campaigns that appeal to both our core and aspirational customers.
The message and marketing strategies of our Vince brand are cultivated by dedicated creative, design, marketing, visual merchandising, and public relations teams. These teams work closely together to develop and execute campaigns that appeal to both our core and aspirational customers.
Associates have multiple ways to report inappropriate behavior, including through a confidential hotline. All reports of inappropriate behavior are promptly investigated with appropriate action taken to stop such behavior. Trademarks and Licensing We own the Vince, Rebecca Taylor and Parker trademarks for the production, marketing, and distribution of our products in the U.S. and internationally.
Associates have multiple ways to report inappropriate behavior, including through a confidential hotline. All reports of inappropriate behavior are promptly investigated with appropriate action taken to stop such behavior. Trademarks and Licensing We own the Vince trademark for the production, marketing, and distribution of our products in the U.S. and internationally.
The following table details the number of Vince retail stores we operated for the past two fiscal years: Fiscal Year 2021 2020 Beginning of fiscal year 62 62 Net opened 6 — End of fiscal year 68 62 Rebecca Taylor 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 following table details the number of Vince retail stores we operated for the past two fiscal years: Fiscal Year 2022 2021 Beginning of fiscal year 68 62 Net (closed) opened (1 ) 6 End of fiscal year 67 68 Rebecca Taylor 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.
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.
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.
“Controls and Procedures.” Seasonality 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.
"Controls and Procedures." Seasonality 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.
The following table details the number of Rebecca Taylor retail stores we operated for the past two fiscal years: Fiscal Year 2021 2020 Beginning of fiscal year 9 6 Net opened 9 3 End of fiscal year 18 9 Parker Parker, founded in 2008 in New York City, is a contemporary women’s fashion brand that is trend focused.
The following table details the number of Rebecca Taylor retail stores we operated for the past two fiscal years: Fiscal Year 2022 2021 Beginning of fiscal year 18 9 Net (closed) opened (18 ) 9 End of fiscal year — 18 Parker Parker, founded in 2008 in New York City, is a contemporary women's fashion brand that is trend focused.
We expect such seasonality to continue. 8 Competition We face strong competition in each of the product categories and markets in which we compete on the basis of style, quality, price, and brand recognition. Some of our competitors have achieved significant recognition for their brand names or have substantially greater financial, marketing, distribution and other resources compared to us.
Competition We face strong competition in each of the product categories and markets in which we compete on the basis of style, quality, price, and brand recognition. Some of our competitors have achieved significant recognition for their brand names or have substantially greater financial, marketing, distribution and other resources compared to us.
Products We believe that our differentiated design aesthetic and strong attention to detail and fit allow us to maintain premium pricing, and that the combination of quality and value positions us as everyday luxury brands that encourage repeat purchases among our customers.
Products We believe that our differentiated design aesthetic and strong attention to detail and fit allow us to maintain premium pricing, and that the combination of quality and value positions us as an everyday luxury brand that encourages repeat purchases among our customers.
In fiscal 2021 and fiscal 2020, sales to one wholesale partner, Nordstrom Inc., accounted for more than ten percent of the Company’s net sales. These sales represented 20% of fiscal 2021 and 21% of fiscal 2020 net sales, respectively.
In fiscal 2022 and fiscal 2021, sales to one wholesale partner, Nordstrom Inc., accounted for more than ten percent of the Company's net sales. These sales represented 16% of fiscal 2022 and 20% of fiscal 2021 net sales, respectively.
The Company operates on a fiscal calendar widely used by the retail industry that results in a given fiscal year consisting of a 52 or 53-week period ending on the Saturday closest to January 31. • References to “fiscal year 2021” or “fiscal 2021” refer to the fiscal year ended January 29, 2022; and • References to “fiscal year 2020” or “fiscal 2020” refer to the fiscal year ended January 30, 2021.
The Company operates on a fiscal calendar widely used by the retail industry that results in a given fiscal year consisting of a 52 or 53-week period ending on the Saturday closest to January 31. • References to "fiscal year 2022" or "fiscal 2022" refer to the fiscal year ended January 28, 2023; and • References to "fiscal year 2021" or "fiscal 2021" refer to the fiscal year ended January 29, 2022.
We work with more than 40 manufacturers across 10 countries, with 85% of our products produced in China in fiscal 2021. For cost and control purposes, we contract with select third-party vendors in the U.S. to produce a small portion of our merchandise.
We work with more than 40 manufacturers across 13 countries, with 82% of our products produced in China in fiscal 2022. For cost and control purposes, we contract with select third-party vendors in the U.S. to produce a small portion of our merchandise.
However, we believe that we have established a sustainable and distinct position in the current marketplace, driven by a product assortment that combines classic and fashion-forward styling, and a pricing strategy that offers customers accessible luxury. Human Capital As of January 29, 2022, we had 697 employees, of which 424 were employed in our company-operated retail stores.
However, we believe that we have established a sustainable and distinct position in the current marketplace, driven by a product assortment that combines classic and fashion-forward styling, and a pricing strategy that offers customers accessible luxury. Human Capital As of January 28, 2023, we had 599 employees, of which 353 were employed in our company-operated retail stores.
Our Vince Direct-to-consumer segment includes our Vince company-operated retail and outlet stores, our Vince e-commerce business and our subscription service, Vince Unfold. 6 Our Rebecca Taylor and Parker segment consists of our operations to distribute Rebecca Taylor and Parker brand products to major department and specialty stores in the U.S. and select international markets and directly to the consumer through their own branded e-commerce platforms, our Rebecca Taylor retail and outlet stores and through our subscription service, Rebecca Taylor RNTD.
Our Rebecca Taylor and Parker segment consisted of our operations to distribute Rebecca Taylor and Parker brand products to major department and specialty stores in the U.S. and select international markets and directly to the consumer through their own branded e-commerce platforms, our Rebecca Taylor retail and outlet stores and through our subscription service, Rebecca Taylor RNTD.
ITEM 1. BUSINESS. Overview We are a global contemporary group, consisting of three brands: Vince, Rebecca Taylor, and Parker. We serve our customers through wholesale and direct-to-consumer channels that reinforce our brand images. We have a select number of wholesale partners who account for a significant portion of our net sales.
ITEM 1. B USINESS. Overview We are a global contemporary retailer, and during fiscal 2022 and fiscal 2021 we consisted of three brands: Vince, Rebecca Taylor, and Parker. We serve our customers through wholesale and direct-to-consumer channels that reinforce our brand images. We have a select number of wholesale partners who account for a significant portion of our net sales.
We continue to evaluate other brand extension opportunities through both in-house development activities as well as through potential partnerships or licensing arrangements with third parties. Design and Merchandising Our creative teams are focused on developing and implementing the design direction for the Vince and Rebecca Taylor brands.
We continue to evaluate other brand extension opportunities through both in-house development activities as well as through potential partnerships or licensing arrangements with third parties. Design and Merchandising Our creative team is focused on developing and implementing the design direction for the Vince brand. Our design efforts are supported by well-established product development and production teams.
The d irect-to-consumer business also includes our e-commerce website, vince.com , and ou r subscription service , Vince Unfold , vinceunfold.com .
The direct-to-consumer business also includes our e-commerce website, vince.com , and our subscription service, Vince Unfold, vinceunfold.com .
See Part I, Item 1A. Risk Factors — “ Risks Related to Our Business and Industry — We may be unable to effectively execute our customer strategy .” Our public relations team conducts a wide variety of press activities to reinforce our brand images and create excitement around the brands.
Risk Factors — " Risks Related to Our Business and Industry — We may be unable to effectively execute our customer strategy ." Our public relations team conducts a wide variety of press activities to reinforce our brand image and create excitement around the Vince brand.
Our marketing strategies also include the implementation of a customer data platform from which we will be able to achieve improved segmentation and personalization for an enhanced customer experience.
Our marketing strategies also include utilizing a customer data platform from which we are able to achieve improved segmentation and personalization for an enhanced customer experience.
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.
Business Segments 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.
The Vince women’s collection includes seasonal collections of luxurious cashmere sweaters and silk blouses, leather and suede leggings and jackets, dresses, skirts, denim, pants, t-shirts, footwear, outerwear, and accessories. The Vince men’s collection includes t-shirts, knit and woven tops, sweaters, denim, pants, blazers, footwear, and outerwear.
The Vince women's collection includes seasonal collections of luxurious cashmere sweaters, silk blouses, a leather and suede collection that encompasses all classifications, and jackets, dresses, skirts, pants, t-shirts, footwear, outerwear, and accessories. The Vince men's collection includes cashmere sweaters, woven shirts, core and fashion pants, blazers, outerwear, footwear and accessories.
Our two warehouses in the U.S., located in California, are operated by third-party logistics providers and include dedicated space to fulfilling orders to support our wholesale partners, retail locations and e-commerce business and utilize warehouse management systems that are fully customer and vendor compliant.
Our warehouse in the U.S., located in California, is operated by a third-party logistics provider and includes dedicated space to fulfilling orders to support our wholesale partners, retail locations and e-commerce business and utilizes a warehouse management system that is fully customer and vendor compliant.
Distribution Facilities As of January 29, 2022, we operated out of six distribution centers, two located in the U.S., two in Hong Kong, one in the United Kingdom and one in Belgium.
Distribution Facilities As of January 28, 2023, we operated out of three distribution centers, one located in the U.S., one in Hong Kong and one in Belgium.
In addition, we use social platforms such as Instagram and Facebook as we further invest in leveraging micro and macro influencer networks to increase brand awareness, engage customers and create excitement about loyalty towards our brands. The visits to vince.com and rebeccataylor.com also provide an opportunity to grow our customer base and communicate directly with our customers.
In addition, we use social platforms such as Instagram and Facebook as we further invest in leveraging micro and macro influencer networks to increase brand awareness, engage customers and create excitement about loyalty towards our Vince brand.
Fiscal Year (in thousands, except percentages) 2021 % of Total Net Sales 2020 % of Total Net Sales Vince Wholesale $ 147,817 45.8 % $ 105,737 48.1 % Vince Direct-to-consumer 135,720 42.1 % 86,326 39.3 % Rebecca Taylor and Parker 39,146 12.1 % 27,807 12.6 % Total net sales $ 322,683 100.0 % $ 219,870 100.0 % Our Vince Wholesale segment is comprised of sales to major department stores and specialty stores in the U.S. and in select international markets .
Fiscal Year (in thousands, except percentages) 2022 % of Total Net Sales 2021 % of Total Net Sales Vince Wholesale $ 169,375 47.4 % $ 147,817 45.8 % Vince Direct-to-consumer 149,770 41.9 % 135,720 42.1 % Rebecca Taylor and Parker 38,297 10.7 % 39,146 12.1 % Total net sales $ 357,442 100.0 % $ 322,683 100.0 % Our Vince Wholesale segment is comprised of sales to major department stores and specialty stores in the U.S. and in select international markets.
Risk Factors — “ Risks Related to Our Information Technology and Security — We are continuing to adopt, optimize and improve our information technology systems, processes and functions. If these systems, processes, and functions do not operate successfully, our business, financial condition, results of operations and cash flows could be materially harmed ” and Part II, Item 9A.
If these systems, processes, and functions do not operate successfully, our business, financial condition, results of operations and cash flows could be materially harmed " and Part II, Item 9A.
COVID-19 The spread of COVID-19, which was declared a pandemic by the World Health Organization in March 2020, remains highly volatile, particularly in light of ongoing vaccination efforts and emerging strains of the virus.
COVID-19 The spread of the coronavirus ("COVID-19"), which was declared a pandemic by the World Health Organization in March 2020, remains highly volatile and continues to evolve.
Our two warehouses in Hong Kong are operated by third-party logistics providers and support our wholesale orders for international customers located primarily in Asia. Our warehouse in the United Kingdom is operated by a third-party logistics provider and supports our Rebecca Taylor wholesale orders for international customers located primarily in Europe.
Our warehouse in Hong Kong is operated by a third-party logistics provider and supports our wholesale orders for international customers located primarily in Asia. Our warehouse in Belgium is operated by a third-party logistics provider and supports our Vince wholesale orders for international customers located primarily in Europe and our Vince UK store.
Our continued strategy includes investing in customer facing technologies to further expand our omni-channel capabilities and to further consolidate systems across our brands over time to create operational efficiencies and to achieve a common platform across the Company.
During 7 fiscal 2022, we completed the implementation of a customer data platform and the front-end re-platforming of our Vince e-commerce website. Our continued strategy includes investing in customer facing technologies to further expand our omni-channel capabilities and to further consolidate systems over time to create operational efficiencies and to achieve a common platform across the Company.
We continue to collaborate with our wholesale partners in various areas, including merchandising and logistics to build a more profitable and focused wholesale business. Our wholesale business also includes our licensing business related to our licensing arrangement for our women’s and men’s footwear. The licensed products are sold in our own stores and by our licensee to select wholesale partners.
We continue to collaborate with our wholesale partners in various areas, including merchandising and logistics to build a more profitable and focused wholesale business. Our wholesale business also includes our licensing business related to our licensing arrangements for our women's and men's footwear line, as well as soft accessories and cold weather goods.
The Rebecca Taylor collection includes seasonal collections of occasion-forward dresses, suiting, silk blouses, leather and tweed jackets, outerwear, jumpsuits, cotton dresses and blouses, denim, sweaters, pants, skirts and knit and woven tops. The Rebecca Taylor collections are grounded in artful prints, dimensional textures, and feminine silhouettes.
The Rebecca Taylor collection, prior to the wind down as discussed above, previously included seasonal collections of occasion-forward dresses, suiting, silk blouses, leather and tweed jackets, outerwear, jumpsuits, cotton dresses and blouses, denim, sweaters, pants, skirts and knit and woven tops.
Information Systems During fiscal 2020 we completed the migration of the Rebecca Taylor and Parker brands to Vince’s enterprise resources planning (“ERP”) system. During fiscal 2021, we completed the rollout of a new point of sale (“POS”) system for the Vince brand to expand our omni-channel capabilities to promote direct-to-consumer growth and enhance customer engagement and shopping experience.
We believe we have sufficient capacity in our domestic and international distribution facilities to support our current and projected business. Information Systems During fiscal 2021, we completed the rollout of a new point of sale ("POS") system for the Vince brand to expand our omni-channel capabilities to promote direct-to-consumer growth and enhance the customer engagement and shopping experience.
Risk Factors — “ Risks Related to Our Business and Industry — The COVID-19 pandemic has adversely affected, and 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.
Risk Factors — " Risks Related to Our Business and Industry — The COVID-19 pandemic has adversely affected, and 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. 4 Our Brands Vince 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.
We earn a royalty based on net sales to the wholesale partners. 5 Our d irect-to-consumer business includes our company-operated retail and outlet stores and our e-commerce business. During fiscal 2021 , we opened six net retail store s .
The licensed products are sold in our own stores, on our e-commerce website, vince.com , and by our licensee to select wholesale partners. We earn a royalty based on net sales to the wholesale partners. Our direct-to-consumer business includes our company-operated retail and outlet stores and our e-commerce business. During fiscal 2022, we closed one net retail store.
The Rebecca Taylor collection is available at 10 full-price retail stores, 8 outlet stores, through its e-commerce site, rebeccataylor.com , and through its subscription service Rebecca Taylor RNTD, rebeccataylorrntd.com , as well as through major department and specialty stores worldwide.
The Rebecca Taylor collection was previously available through retail stores and outlet stores, through its branded e-commerce site and through its subscription service Rebecca Taylor RNTD, as well as through major department and specialty stores in the U.S. and in select international markets.
Our Vince Wholesale segment also includes our licensing business related to our licensing arrangement for our women’s and men’s footwear line.
Our Vince Wholesale segment also includes our licensing business related to our licensing arrangements for our women's and men's footwear line, as well as soft accessories and cold weather goods. Our Vince Direct-to-consumer segment includes our Vince company-operated retail and outlet stores, our Vince e-commerce business and our subscription service, Vince Unfold.
The Parker collection was previously available through major department stores and specialty stores worldwide as well as through its e-commerce website. Business Segments We serve our customers through a variety of channels that reinforce our brand images.
LLC, an affiliate of BCI Brands. See Note 15 "Subsequent Events" to the Consolidated Financial Statements in this Annual Report for additional information. 5 The Parker collection was previously available through major department stores and specialty stores worldwide as well as through its e-commerce website.
Removed
Our Brands Vince 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.
Added
Recent Development On April 21, 2023, Vince, LLC, the Company's wholly owned indirect subsidiary, entered into an Intellectual Property Asset Purchase Agreement (the "Asset Purchase Agreement"), by and among Vince, LLC, ABG-Viking, LLC ("ABG Vince"), a newly formed indirect subsidiary of Authentic Brands Group, LLC, the Company and ABG Intermediate Holdings 2 LLC, whereby Vince, LLC will sell its intellectual property assets related to the business operated under the VINCE brand to ABG Vince at closing (the "Asset Sale").
Removed
Our wholesale business is comprised of sales to major department stores and specialty stores in the U.S. and in select international markets. Our direct-to-consumer business includes our company-operated retail stores and our e-commerce business. During fiscal 2021, we opened nine net retail stores.
Added
See Note 15 "Subsequent Events" to the Consolidated Financial Statements in this Annual Report for additional information. The following description of the Company's business is presented on the basis that the closing of the Asset Sale has not yet occurred.
Removed
The direct-to-consumer business also includes its e-commerce website, rebeccataylor.com , and its subscription service, Rebecca Taylor RNTD, rebeccataylorrntd.com .
Added
The Asset Sale is subject to the satisfaction or waiver of a number of conditions on or prior to the closing. See Part I, Item 1A.
Removed
We have dedicated design and merchandising teams for our brands in an effort to ensure that we focus on the unique positioning of each brand. Our design efforts are supported by well-established product development and production teams.
Added
Risk Factors — "Risks Related to Our Business and Industry — Our recently signed intellectual property asset sale to Authentic Brands Group, LLC may not close as anticipated" for additional discussion regarding risks to our business associated with the Asset Sale.
Removed
Our warehouse in Belgium is operated by a third-party logistics provider and supports our Vince wholesale orders for international customers located primarily in Europe and our Vince UK store. We believe we have sufficient capacity in our domestic and international distribution facilities to support our current and projected business.
Added
On September 12, 2022, the Company announced its decision to wind down the Rebecca Taylor business. On December 22, 2022, the Company's indirectly wholly owned subsidiary, Rebecca Taylor, Inc., completed the sale of its intellectual property and certain related ancillary assets to RT IPCO, LLC, an affiliate of Ramani Group.
Removed
This continued strategy includes the implementation of a customer data platform, the front-end re-platforming of our e-commerce websites and continuing the rollout of the POS system to the Rebecca Taylor brand, among other items. See Part I, Item 1A.
Added
See Note 2 "Wind Down of the Rebecca Taylor Business" to the Consolidated Financial Statements in this Annual Report for additional information.
Added
All Rebecca Taylor retail and outlet stores operated by the Company were closed as of January 28, 2023 and the e-commerce site operated by the Company ceased in December 2022.
Added
The visits to vince.com also provide an opportunity to grow our customer base and communicate directly with our customers both on line and in stores. See Part I, Item 1A.
Added
See Part I, Item 1A. Risk Factors — " Risks Related to Our Information Technology and Security — We are continuing to adopt, optimize and improve our information technology systems, processes and functions.
Added
On December 22, 2022, the Company's indirectly wholly owned subsidiary, Rebecca Taylor, Inc., completed the sale of its intellectual property and certain related ancillary assets to RT IPCO, LLC, an affiliate of Ramani Group. See Note 2 "Wind Down of the Rebecca Taylor Business" to the Consolidated Financial Statements in this Annual Report for additional information.
Added
On February 17, 2023, the Company's indirectly wholly owned subsidiary, Parker Lifestyle, LLC, completed the sale of its intellectual property and certain related ancillary assets to Parker IP Co. LLC, an affiliate of BCI Brands. See Note 15 "Subsequent Events" to the Consolidated Financial Statements in this Annual Report for additional information.
Added
On April 21, 2023, Vince, LLC, the Company's wholly owned indirect subsidiary, entered into the Asset Purchase Agreement, by and among Vince, LLC, ABG Vince, a newly formed indirect subsidiary of Authentic Brands Group, LLC, the Company and ABG 8 Intermediate Holdings 2 LLC, whereby Vince, LLC will sell its intellectual property assets related to the business operated under the VINCE brand to ABG Vince at closing.
Added
See Note 15 "Subsequent Events" to the Consolidated Financial Statements in this Annual Report for additional information.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

80 edited+21 added−49 removed113 unchanged
Biggest changeThe negative impact of COVID-19 on our operations includes the following, among others: • our ability to successfully execute our long-term growth strategy during these uncertain times; • supply chain disruptions resulting from closed factories, reduced workforces and higher labor costs, scarcity of and increased prices for raw materials, scrutiny or embargoing of goods produced in infected areas, disruptions in the global 10 transportation network , such as temporary port closures, and higher freight costs, including the significant processing delays ongoing at the California ports, which together handle significant portions of our shipments, which resulted in significantly increased freight costs during fiscal 2021 ; • declines in the level of consumer purchases of discretionary items and luxury retail products, including our products, caused by lower disposable income levels, travel restrictions, inflation, or other factors beyond our control; • the build-up of excess inventory as a result of store closures and/or lower consumer demand, including those resulting from potential changes in consumer traffic and shopping preferences, such as consumer willingness to shop at our or our wholesale partners’ retail locations; • our ability to access capital sources and maintain compliance with our credit facilities, as well as the ability of our key customers, suppliers, and vendors to do the same in regard to their own obligations; • our ability to collect outstanding receivables from our customers; • temporary closures and/or re-closures of our stores (including regulatory and/or voluntary re-closures based on the ongoing threat of the COVID-19 pandemic due to further resurgences in COVID-19 cases from variants or otherwise), distribution centers, and corporate facilities for unknown periods of time, as well as those of our wholesale partners; • a large portion of our employee population continuing to work remotely, which could increase vulnerability to cyberattacks and other cyber incidents; • the burden of compliance with strict COVID-19 related rules and guidelines relating to health and safety as well as labor, that are frequently amended and updated; and • diversion of management and employee attention and resources from key business activities and risk management outside of COVID-19 response efforts, including cybersecurity and maintenance of internal controls.
Biggest changeThe negative impact of COVID-19 on our operations has included the following, among others: • our ability to successfully execute our long-term growth strategy during these uncertain times; • supply chain disruptions resulting from closed factories, reduced workforces and higher labor costs, scarcity of and increased prices for raw materials, scrutiny or embargoing of goods produced in infected areas, disruptions in the global transportation network, such as temporary port closures, and higher freight costs; • declines in the level of consumer purchases of discretionary items and luxury retail products, including our products, caused by lower disposable income levels, increased unemployment, inflation, or other factors beyond our control; 10 • the build-up of excess inventory as a result of store closures and/or lower consumer demand, including those resulting from potential changes in consumer traffic and shopping preferences; • our ability to access capital sources and maintain compliance with our credit facilities, as well as the ability of our key customers, suppliers, and vendors to do the same in regard to their own obligations; • our ability to collect outstanding receivables from our customers; • temporary closures and/or re-closures of our stores, distribution centers, and corporate facilities for unknown periods of time, as well as those of our wholesale partners; • a large portion of our employee population continuing to work remotely, which could increase vulnerability to cyberattacks and other cyber incidents; and • diversion of management and employee attention and resources from key business activities and risk management outside of COVID-19 response efforts, including cybersecurity and maintenance of internal controls.
Other fashion companies have faced criticism after highly publicized incidents or compliance issues have occurred or been exposed at factories producing their products. To the extent our manufacturers do not bring their operations into compliance with such laws or resolve material issues identified in any of our audit results, we may face similar criticism and negative publicity.
Other fashion companies have faced criticism after highly publicized incidents or compliance issues have occurred or been exposed at factories producing their products. To the extent our manufacturers do not bring their operations into compliance with such laws or resolve material issues identified in any of our audit results, we may face similar criticism and negative 19 publicity.
Our business depends on a strong brand image, and if we are not able to maintain or enhance our brands, particularly in new markets where we have limited brand recognition, we may be unable to sell sufficient quantities of our merchandise, which would harm our business and cause our results of operations to suffer.
Our business depends on a strong brand image, and if we are not able to maintain or enhance our brand, particularly in new markets where we have limited brand recognition, we may be unable to sell sufficient quantities of our merchandise, which would harm our business and cause our results of operations to suffer.
We may need to resort to litigation to enforce our intellectual property rights, which could result in substantial costs and diversion of resources. On the other hand, successful infringement claims against us could result in significant monetary liability, 16 prevent us from selling some of our products or force us to redesign our products .
We may need to resort to litigation to enforce our intellectual property rights, which could result in substantial costs and diversion of resources. On the other hand, successful infringement claims against us could result in significant monetary liability, prevent us from selling some of our products or force us to redesign our products.
Any such action would be expensive to defend, could damage our reputation and could adversely affect our business and operating results. Risks Related to Our Supply Chain Problems with our distribution process could materially harm our ability to meet customer expectations, manage inventory, complete sale transactions, and achieve targeted operating efficiencies.
Any such action would be expensive to defend, could damage our reputation and could adversely affect our business and operating results. 17 Risks Related to Our Supply Chain Problems with our distribution process could materially harm our ability to meet customer expectations, manage inventory, complete sale transactions, and achieve targeted operating efficiencies.
Failures such as these in our quality control program may result in diminished product quality, which in turn may result in increased order cancellations and returns, decreased consumer demand for our products, or product recalls, any of which may have a material adverse effect on our results of 19 operations and financial condition.
Failures such as these in our quality control program may result in diminished product quality, which in turn may result in increased order cancellations and returns, decreased consumer demand for our products, or product recalls, any of which may have a material adverse effect on our results of operations and financial condition.
Although a majority of our leases are subject to shorter terms as a result of 13 the implementation of our strategy to pursue shorter lease terms, we still have some leases with initial terms of 10 years, and generally can be extended only for one additional 5-year term.
Although a majority of our leases are subject to shorter terms as a result of the implementation of our strategy to pursue shorter lease terms, we still have some leases with initial terms of 10 years, and generally can be extended only for one additional 5-year term.
We will cease to be a non-accelerated filer if either (i) the aggregate market value of our outstanding common stock held by non-affiliates as of the last business day of our most recently completed second fiscal quarter (our “public float”) is $75,000 or more and our annual revenues for the most recently completed fiscal year are $100,000 or more or (ii) our public float is $700,000 or more, in which case we would become subject to the requirement for an annual attestation report by our independent registered public accounting firm on the effectiveness of our internal control over financial reporting.
We will cease to be a non-accelerated filer if either (i) the aggregate market value of our outstanding common stock held by non-affiliates as of the last business day of our most recently completed second fiscal quarter (our "public float") is $75,000 or more and our annual revenues for the most recently completed fiscal year are $100,000 or more or (ii) our public float is $700,000 or more, in which case we would become subject to the requirement for an annual attestation report by our independent registered public accounting firm on the effectiveness of our internal control over financial reporting.
Any failure on our part to effectively execute on our strategy to enhance our customers’ experience and realize the expected return on our investment in these initiatives could negatively affect sales as well as the reputation of our brands, which could adversely impact our growth and profitability.
Any failure on our part to effectively 14 execute on our strategy to enhance our customers' experience and realize the expected return on our investment in these initiatives could negatively affect sales as well as the reputation of our brands, which could adversely impact our growth and profitability.
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.
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 13 year.
Reliance on joint venture relationships and our partners exposes us to 11 increased risk that our joint ventures will not be successful and will result in competitive harm to our brand image that could cause our expansion efforts, profitability and results of operations to suffer.
Reliance on joint venture relationships and our partners exposes us to increased risk that our joint ventures will not be successful and will result in competitive harm to our brand image that could cause our expansion efforts, profitability and results of operations to suffer.
Although the licensor has no termination rights under the domain license agreement, any failure by the licensor to perform its obligations thereunder could materially and adversely impact our operations of our website and our e-commerce business.
Although the 16 licensor has no termination rights under the domain license agreement, any failure by the licensor to perform its obligations thereunder could materially and adversely impact our operations of our website and our e-commerce business.
Further, our ability to maintain and enhance our brands depends in part on our ability to adapt to a rapidly changing media environment, including our efforts to be more interactive and inclusive on social media, to have a positive impact on both our brand value and reputation.
Further, our ability to maintain and enhance our brand depends in part on our ability to adapt to a rapidly changing media environment, including our efforts to be more interactive and inclusive on social media, to have a positive impact on both our brand value and reputation.
In addition, following the reopening of our stores, we experienced reduced customer foot-traffic at our stores as compared to before the COVID-19 pandemic, which negatively affected our business and financial results.
In addition, following the reopening of our stores, we experienced 15 reduced customer foot-traffic at our stores as compared to before the COVID-19 pandemic, which negatively affected our business and financial results.
Moreover, as we continue to navigate through the COVID-19 pandemic, some or all of the strategic 9 initiatives currently contemplated may become infeasible or impractical in the post-pandemic operating environment.
Moreover, as we continue to navigate through the COVID-19 pandemic, some or all of the strategic initiatives currently contemplated may become infeasible or impractical in the post-pandemic operating environment.
Substantially all of our leases require a fixed annual rent, and most require the payment of additional rent if store sales exceed a negotiated amount. Most of our leases are “net” leases, which require us to pay the cost of insurance, taxes, maintenance, and utilities, and we generally cannot cancel these leases solely at our option.
Substantially all of our leases require a fixed annual rent, and most require the payment of additional rent if store sales exceed a negotiated amount. Most of our leases are "net" leases, which require us to pay the cost of insurance, taxes, maintenance, and utilities, and we generally cannot cancel these leases solely at our option.
In accordance with Financial Accounting Standards Board ASC Topic 350 Intangibles-Goodwill and Other (“ASC 350”), goodwill and other indefinite-lived intangible assets are tested for impairment at least annually during the fourth fiscal quarter and in an interim period if a triggering event occurs.
In accordance with Financial Accounting Standards Board ASC Topic 350 Intangibles-Goodwill and Other ("ASC 350"), goodwill and other indefinite-lived intangible assets are tested for impairment at least annually during the fourth fiscal quarter and in an interim period if a triggering event occurs.
There can be no assurance that these options would be readily available to us, and our inability to address our liquidity needs could materially and adversely affect our operations and jeopardize our business, financial condition and results of operations, including causing defaults under the Term Loan Facility (as defined below), the 2018 Revolving Credit Facility or the Third Lien Credit Facility (as defined below), which could result in all amounts outstanding under those credit facilities becoming immediately due and payable.
There can be no assurance that these options would be readily available to us and our inability to address our liquidity needs could materially and adversely affect our operations and jeopardize our business, financial condition and results of operations, including defaults under the Term Loan Facility (as defined below) or the 2018 Revolving Credit Facility which could result in all amounts outstanding under those credit facilities becoming immediately due and payable.
Another of our strategic priorities is to establish a customer data platform and marketing strategy from which we will be able to drive customer initiatives underpinned by data and technology, creating improved segmentation and personalization for an enhanced customer experience both domestically and internationally.
Another of our strategic priorities is to utilize a customer data platform and marketing strategy from which we will be able to drive customer initiatives underpinned by data and technology, creating improved segmentation and personalization for an enhanced customer experience both domestically and internationally.
Our ability to timely service our indebtedness, meet contractual payment obligations and to fund our operations will depend on our ability to generate sufficient cash, either through cash flows from operations or borrowing availability under the 2018 Revolving Credit Facility (as defined below).
Our ability to timely service our indebtedness, meet contractual payment obligations and to fund our operations will depend on our ability to generate sufficient cash, either through cash flows from operations, borrowing availability under the 2018 Revolving Credit Facility (as defined below) or other financing.
The directors designated by affiliates of Sun Capital have the authority, subject to the terms of our indebtedness and the rules and regulations of the New York Stock Exchange (the “NYSE”), to issue additional stock, implement stock repurchase programs, declare dividends and make other decisions.
The directors designated by affiliates of Sun Capital have the authority, subject to the terms of our indebtedness and the rules and regulations of the New York Stock Exchange (the "NYSE"), to issue additional stock, implement stock repurchase programs, declare dividends and make other decisions.
We believe that maintaining and enhancing our brands is critical to maintaining and expanding our customer base. Maintaining and enhancing our brands may require us to make substantial investments in areas such as visual merchandising, marketing and advertising, employee training and store operations.
We believe that maintaining and enhancing our brand is critical to maintaining and expanding our customer base. Maintaining and enhancing our brand may require us to make substantial investments in areas such as visual merchandising, marketing and advertising, employee training and store operations.
Any or all of our brands may similarly be adversely affected if our public image or reputation is tarnished by failing to maintain high standards for consistent merchandise quality and corporate integrity. Any negative publicity about these types of concerns, which could be amplified by social media, may reduce demand for our merchandise.
Our brand may similarly be adversely affected if our public image or reputation is tarnished by failing to maintain high standards for consistent merchandise quality and corporate integrity. Any negative publicity about these types of concerns, which could be amplified by social media, may reduce demand for our merchandise.
Our operations are restricted by our credit facilities. In August 2018, we entered into an $80,000 senior secured revolving credit facility (the “2018 Revolving Credit Facility”) and a $27,500 senior secured term loan facility (the “2018 Term Loan Facility”).
Our operations are restricted by our credit facilities. In August 2018, we entered into an $80,000 senior secured revolving credit facility (the "2018 Revolving Credit Facility") and a $27,500 senior secured term loan facility (the "2018 Term Loan Facility").
Moreover, we anticipate that, as our business expands into new markets and further penetrates existing markets, and as the markets in which we operate become increasingly competitive, maintaining and enhancing our brands may become increasingly difficult and expensive.
Moreover, we anticipate that, as our business expands into new markets and further penetrates existing markets, and as the markets in which we operate become increasingly competitive, maintaining and enhancing our brand may become increasingly difficult and expensive.
We are a “smaller reporting company,” as defined in the Exchange Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “smaller reporting companies,” including reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.
We are a "smaller reporting company," as defined in the Exchange Act, and we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not "smaller reporting companies," including reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements.
As a result of the magnitude of our foreign sourcing, our business is subject to the following risks: • political and economic instability in countries or regions, especially Asia and in connection with the armed conflict between Ukraine and Russia, including heightened terrorism, diplomatic and other security concerns, which could subject imported or exported goods to additional or more frequent inspections, leading to delays in deliveries or impoundment of goods; • imposition of regulations, quotas and other trade restrictions relating to imports, including the additional tariffs and bans imposed on certain imports from China (such as those imposed by the Uyghur Forced Labor Prevention Act), as well as other quotas imposed by bilateral textile agreements between the U.S. and foreign countries from time to time; • currency exchange rates; • imposition of increased duties, taxes, tariffs (including, but not limited to, ongoing uncertainty related to the future of U.S. tariffs on products manufactured in China and China’s retaliatory tariffs on certain products sourced from the U.S.) and other charges on imports; • increases in the costs of fuel, travel and transportation, both related and unrelated to the COVID-19 pandemic and the armed conflict between Ukraine and Russia, and demand for freight services at a time of reduced ocean freight capacity; • disease epidemics and health-related concerns, including the COVID-19 pandemic, which could result in travel restrictions, closed factories, reduced workforces and higher labor costs, scarcity of and increased prices for raw materials and scrutiny or embargoing of goods produced in infected areas (such as the recent COVID-19 related governmental restrictions imposed in China); • labor union strikes at ports through which our products enter the U.S.; • labor shortages in countries where contractors and suppliers are located; • restrictions on the transfer of funds to or from foreign countries; • the migration and development of manufacturing contractors, which could affect where our products are or are planned to be produced; • reduced manufacturing flexibility because of geographic distance between our foreign manufacturers and us, increasing the risk that we may have to mark down unsold inventory as a result of misjudging the market for a foreign-made product; and • violations by foreign contractors of labor and wage standards and resulting adverse publicity.
As a result of the magnitude of our foreign sourcing, our business is subject to the following risks: • political and economic instability in countries or regions, especially Asia and in connection with the armed conflict between Ukraine and Russia, including heightened terrorism, diplomatic and other security concerns, which could subject imported or exported goods to additional or more frequent inspections, leading to delays in deliveries or impoundment of goods; • imposition of regulations, quotas and other trade restrictions relating to imports, including the additional tariffs and bans imposed on certain imports from China (such as those imposed by the Uyghur Forced Labor Prevention Act), as well as other quotas imposed by bilateral textile agreements between the U.S. and foreign countries from time to time; • currency exchange rates; • imposition of increased duties, taxes, tariffs and other charges on imports; • increases in the costs of fuel, travel and transportation, both related and unrelated to the COVID-19 pandemic and the armed conflict between Ukraine and Russia, and demand for freight services at a time of reduced ocean freight capacity; 18 • disease epidemics and health-related concerns, including the COVID-19 pandemic, which could result in travel restrictions, closed factories, reduced workforces and higher labor costs, scarcity of and increased prices for raw materials and scrutiny or embargoing of goods produced in infected areas; • labor union strikes at ports through which our products enter the U.S.; • labor shortages in countries where contractors and suppliers are located; • restrictions on the transfer of funds to or from foreign countries; • the migration and development of manufacturing contractors, which could affect where our products are or are planned to be produced; • reduced manufacturing flexibility because of geographic distance between our foreign manufacturers and us, increasing the risk that we may have to mark down unsold inventory as a result of misjudging the market for a foreign-made product; and • violations by foreign contractors of labor and wage standards and resulting adverse publicity.
We intend to take advantage of these reporting exemptions until we are no longer a “smaller reporting company.” We will remain a “smaller reporting company” until the aggregate market value of our outstanding common stock held by non-affiliates as of the last business day of our most recently completed second fiscal quarter is $250,000 or more and annual revenue as of our most recently completed fiscal year is $100,000 or more, or the aggregate market value of our outstanding common stock held by non-affiliates as of the last business day of our most recently completed second fiscal quarter is $700,000 or more, regardless of annual revenue.
We intend to take advantage of these reporting exemptions until we are no longer a " smaller reporting company." We will remain a " smaller reporting company" until the aggregate market value of our outstanding common stock held by non-affiliates as of the last business day of our most recently completed second fiscal quarter is $250,000 or more and annual revenue as of our most recently completed fiscal year is $100,000 or more, or the aggregate market value of our outstanding common stock held by non-affiliates as of the last business day of our most recently completed second fiscal quarter is $700,000 or more, regardless of annual revenue.
If these systems, processes, and functions do not operate successfully, our business, financial condition, results of operations and cash flows could be materially harmed. We continue to optimize and improve our information technology environment.
We are continuing to adopt, optimize and improve our information technology systems, processes, and functions. If these systems, processes, and functions do not operate successfully, our business, financial condition, results of operations and cash flows could be materially harmed. We continue to optimize and improve our information technology environment.
Our amended and restated certificate of incorporation provides that the doctrine of “corporate opportunity” does not apply to Sun Capital or its affiliates, or any of our directors who are associates of, or affiliated with, Sun Capital, in a manner that would prohibit them from investing in competing businesses or doing business with our partners or customers.
Our amended and restated certificate of incorporation provides that the doctrine of "corporate opportunity" does not apply to Sun Capital or its affiliates, or any of our directors who are associates of, or affiliated with, Sun Capital, in a manner that would prohibit them from investing in competing businesses or doing business with our partners or customers.
During fiscal 2020 and fiscal 2019, we recorded non-cash asset impairment charges of $13,026 and $818, respectively, within Impairment of long-lived assets on the Consolidated Statements of Operations and Comprehensive Income (Loss) related to the impairment of property and equipment and operating lease right-of-use assets of certain retail stores with carrying values that were determined not to be recoverable and exceeded their fair value.
During fiscal 2022 and 2020, we recorded non-cash asset impairment charges of $1,880 and $13,026, respectively, within Impairment of long-lived assets on the Consolidated Statements of Operations and Comprehensive Income (Loss) related to the impairment of property and equipment and operating lease right-of-use assets of certain retail stores with carrying values that were determined not to be recoverable and exceeded their fair value.
W e cannot assure you that we will be able to achieve these required thresholds and in the event we are not able to do so , we may be forced to find an alternative store location and may not be successful in doing so .
We cannot assure 11 you that we will be able to achieve these required thresholds and in the event we are not able to do so, we may be forced to find an alternative store location and may not be successful in doing so.
For instance, we operated through a highly promotional sales environment during fiscal 2020 which had a negative impact on our operating results.
For instance, we operated through a highly promotional sales environment during fiscal 2022 which had a negative impact on our operating results.
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.
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, liquidate inventory through additional discounting, sell material assets or operations or seek other financing opportunities.
In addition, in December 2020, we entered into a $20,000 subordinated credit facility (the “Third Lien Credit Facility”). In September 2021, we entered into a new $35,000 senior secured term loan facility (the “Term Loan Facility”), the proceeds of which were used to repay in full all outstanding amounts under, and terminate, the 2018 Term Loan Facility.
In addition, in December 2020, we entered into a $20,000 subordinated credit facility (the "Third Lien Credit Facility"). In September 2021, we entered into a new $35,000 senior secured term loan facility (the "Term Loan Facility"), the proceeds of which were used to repay in full all outstanding amounts under, and terminate, the 2018 Term Loan Facility.
Moreover, although no additional material weakness was identified in fiscal 2021, other material weaknesses or deficiencies may develop or be identified in the future.
Moreover, although no additional material weakness was identified in fiscal 2022, other material weaknesses or deficiencies may develop or be identified in the future.
We historically had and continue to have a small number of wholesale partners who account for a significant portion of our net sales. Our consolidated net sales to the full-price, off-price and e-commerce operations of our largest wholesale partner comprised 20% of our total revenue for fiscal 2021.
We historically had and continue to have a small number of wholesale partners who account for a significant portion of our net sales. Our consolidated net sales to the full-price, off-price and e-commerce operations of our largest wholesale partner comprised 16% of our total revenue for fiscal 2022.
Customer sentiment could also be shaped by our partnerships with artists, influencers and other public figures. Maintaining and enhancing our brands will depend largely on our ability to be a leading global contemporary group of apparel and accessories brands and to continue to provide high quality products.
Customer sentiment could also be shaped by our partnerships with artists, influencers and other public figures. Maintaining and enhancing our brand will depend largely on our ability to be a leading global contemporary apparel and accessories brand and to continue to provide high quality products.
These efforts involve risks such as implementation delays, unexpected costs, technology interruptions, supply and distribution difficulties, and other issues that can affect the successful implementation and operation of our omni-channel initiatives. In fiscal 2021, we completed the initial stages of our omni-channel strategy by completing the rollout of a new POS system for the Vince brand.
These efforts involve risks such as implementation delays, unexpected costs, technology interruptions, supply and distribution difficulties, and other issues that can affect the successful implementation and operation of our omni-channel initiatives. In fiscal 2021, we completed the rollout of a new POS system for the Vince brand.
We are a “smaller reporting company” and intend to avail ourselves of reduced disclosure requirements applicable to smaller reporting companies, which could make our common stock less attractive to investors.
We are a " smaller reporting company" and intend to avail ourselves of reduced disclosure requirements applicable to smaller reporting companies, which could make our common stock less attractive to investors.
Our current operations are based largely in the U.S., with international wholesale sales representing approximately 9% of net sales for fiscal 2021. Therefore, we have a limited number of customers and experience in operating outside of the U.S.
Our current operations are based largely in the U.S., with international wholesale sales representing approximately 8% of net sales for fiscal 2022. Therefore, we have a limited number of customers and experience in operating outside of the U.S.
ITEM 1A. RISK FACTORS. The following risk factors should be carefully considered when evaluating our business in addition to the forward-looking statements included elsewhere in this Annual Report. See “Disclosures Regarding Forward-Looking Statements.” Any of the following factors could materially adversely affect our business, results of operations and financial condition.
ITEM 1A. RI SK FACTORS. The following risk factors should be carefully considered when evaluating our business in addition to the forward-looking statements included elsewhere in this Annual Report. See "Disclosures Regarding Forward-Looking Statements." Any of the following factors could materially adversely affect our business, results of operations and financial condition.
As a result, any single manufacturing contractor could unilaterally terminate its relationship with us at any time. Our top five manufacturers accounted for the production of approximately 59% of our finished products during fiscal 2021.
As a result, any single manufacturing contractor could unilaterally terminate its relationship with us at any time. Our top five manufacturers accounted for the production of approximately 55% of our finished products during fiscal 2022.
The success of our strategic initiatives depends on a number of factors, including our ability to position our retail and e-commerce businesses for further strategic growth, particularly through omni-channel initiatives, the effectiveness of our wholesale expansion efforts, our ability to apply certain growth strategies modeled on the Vince brand to the Acquired Businesses, our ability to properly identify appropriate future growth opportunities, and other macroeconomic impacts on our business, including the impact of the COVID-19 pandemic and armed conflict between Ukraine and Russia.
The success of our strategic initiatives depends on a number of factors, including our ability to position our retail and e-commerce businesses for further strategic growth, particularly through omni-channel initiatives, the effectiveness of our wholesale expansion efforts, our ability to properly identify appropriate future growth opportunities, and other macroeconomic impacts on our business, including the impact of the COVID-19 pandemic and armed conflict between Ukraine and Russia.
In fiscal 2021 we worked with more than 40 manufacturers across 10 countries, with 85% of our products produced in China throughout fiscal 2021. A manufacturing contractor’s failure to ship products to us in a timely manner or to meet the required quality standards could cause us to miss the delivery date requirements of our customers for those items.
In fiscal 2022 we worked with more than 40 manufacturers across 13 countries, with 82% of our products produced in China throughout fiscal 2022. A manufacturing contractor's failure to ship products to us in a timely manner or to meet the required quality standards could cause us to miss the delivery date requirements of our customers for those items.
Lastly, in the case of a disaster affecting our information technology systems, we may experience delays in recovery of data, inability to perform vital corporate functions, tardiness in required reporting and compliance, failures to adequately support our operations and other breakdowns in normal communication and operating procedures that could materially and adversely affect our financial condition and results of operations. 17 We are continuing to adopt, optimize and improve our information technology systems, processes, and functions.
Lastly, in the case of a disaster affecting our information technology systems, we may experience delays in recovery of data, inability to perform vital corporate functions, tardiness in required reporting and compliance, failures to adequately support our operations and other breakdowns in normal communication and operating procedures that could materially and adversely affect our financial condition and results of operations.
In fiscal 2022, four of our existing store leases will expire. A substantial portion of our revenue is derived from a small number of large wholesale partners, and the loss of any of these wholesale partners could substantially reduce our total revenue.
In fiscal 2023, sixteen (16) of our existing store leases will expire. A substantial portion of our revenue is derived from a small number of large wholesale partners, and the loss of any of these wholesale partners could substantially reduce our total revenue.
There can be no assurances that we will not be required to record further charges in our financial statements, which would negatively impact our results of operations during the period in which any impairment of our goodwill or intangible assets is determined.
There can be no assurances that we will not be required to record further charges in our financial statements, which would negatively impact our results of operations during the period in which any impairment of our goodwill or intangible assets is determined. We may not be able to realize the benefits of our strategic initiatives.
Actual future results may differ from those estimates. During the first quarter of fiscal 2020, the Company recorded $13,848 of impairment charges relating to goodwill and the tradename intangible assets due to the impact of the COVID-19 pandemic.
Actual future results may differ from those estimates. During the second quarter of fiscal 2022, the Company recorded $1,700 of impairment charges relating to the Rebecca Taylor tradename. During the first quarter of fiscal 2020, the Company recorded $13,848 of impairment charges relating to goodwill and the tradename intangible assets due to the impact of the COVID-19 pandemic.
A variety of laws and regulations, in the U.S. and internationally, govern the collection, use, retention, sharing, transfer and security of personally identifiable information and data, including the European Union’s General Data Protection Regulation (“GDPR”), which became effective during fiscal 2018, the California Consumer Privacy Act of 2018 (“CCPA”), which became effective on January 1, 2020 and the California Privacy Rights Act of 2020 (“CPRA”), which will become effective January 1, 2023.
A variety of laws and regulations, in the U.S. and internationally, govern the collection, use, retention, sharing, transfer and security of personally identifiable information and data, including the European Union's General Data Protection Regulation ("GDPR"), which became effective during fiscal 2018, the California Consumer Privacy Act of 2018 ("CCPA"), which became effective on January 1, 2020 and the California Privacy Rights Act of 2020 ("CPRA"), which became effective January 1, 2023.
Consumer spending is impacted by a number of factors, including actual and perceived economic conditions affecting disposable consumer income, customer traffic within shopping and selling environments, business conditions, interest rates and availability of credit and tax rates in the general economy and in the international, regional and local markets in which our products are sold, including those resulting from health epidemics or pandemics (including the COVID-19 pandemic) and catastrophic events, such as war (including the armed conflict between Ukraine and Russia and the related governmental and non-governmental global responses to such conflict), terrorist attacks, civil unrest, and other acts of violence.
Consumer spending is impacted by a number of factors, including actual and perceived economic conditions affecting disposable consumer income, customer traffic within shopping and selling environments, business conditions, interest rates and availability of credit and tax rates in the general economy and in the international, regional and local markets in which our products are sold, including those resulting from inflation and other macroeconomic pressures in the United States and the global economy (including rising interest rates, fears of recession and continued market volatility and instability in the banking sector), health epidemics or pandemics (including the COVID-19 pandemic), and catastrophic events, such as war (including the armed conflict between Ukraine and Russia and the related governmental and non-governmental global responses to such conflict), terrorist attacks, civil unrest, and other acts of violence.
Fluctuations in the price, availability and quality of the fabrics or other raw materials, particularly cotton, silk, leather and synthetics used in our manufactured apparel, could have a material adverse effect on cost of sales or our ability to meet customer 18 demands.
Fluctuations in the price, availability and quality of the fabrics or other raw materials, particularly cotton, silk, leather and synthetics used in our manufactured apparel, could have a material adverse effect on cost of sales or our ability to meet customer demands. The prices of fabrics depend largely on the market prices of the raw materials used to produce them.
In the U.S., we rely on distribution facilities operated by third-party logistics providers in California. Our ability to meet the needs of our wholesale partners and our own direct-to-consumer business depends on the proper operation of these distribution facilities.
In the U.S., we rely on a distribution facility operated by a third-party logistics provider in California. Our ability to meet the needs of our wholesale partners and our own direct-to-consumer business depends on the proper operation of this distribution facility.
Affiliates of Sun Capital owned approximately 71% of our outstanding common stock as of March 31, 2022. As such, affiliates of Sun Capital will, for the foreseeable future, have significant influence over our reporting and corporate management and affairs, and will be able to control virtually all matters requiring stockholder approval.
As such, affiliates of Sun Capital will, for the foreseeable future, have significant influence over our reporting and corporate management and affairs, and will be able to control virtually all matters requiring stockholder approval.
Specifically, such covenants restrict our ability and, if applicable, the ability of our subsidiaries to, among other things: incur additional debt; make certain investments and acquisitions; enter into certain types of transactions with affiliates; use assets as security in other transactions; pay dividends; sell certain assets or merge with or into other companies; guarantee the debt of others; enter into new lines of businesses; make capital expenditures; prepay, redeem, or exchange our debt; and form any joint ventures or subsidiary investments. 12 Our ability to comply with the covenants and other terms of our debt obligations, particularly in light of the COVID-19 pandemic and the armed conflict between Ukraine and Russia , will depend on our future operating performance.
Specifically, such covenants restrict our ability and, if applicable, the ability of our subsidiaries to, among other things: incur additional debt; make certain investments and acquisitions; enter into certain types of transactions with affiliates; use assets as security in other transactions; pay dividends; sell certain assets or merge with or into other companies; guarantee the debt of others; enter into new lines of businesses; make capital expenditures; prepay, redeem, or exchange our debt; and form any joint ventures or subsidiary investments.
For example, as of January 29, 2022, we were a party to 93 operating leases associated with our retail stores and our office and showroom spaces requiring future minimum lease payments of $28,410 in the aggregate through fiscal 2022 and $113,378 thereafter.
For example, as of January 28, 2023, we were a party to 77 operating leases associated with our retail stores and our office and showroom spaces requiring future minimum lease payments of $26,072 in the aggregate through fiscal 2023 and $86,851 thereafter.
As further described in Part II, Item 9A in this Annual Report, although to date we have made significant progress on our comprehensive remediation plan related to the previously identified material weakness, the material weakness will not be remediated until all necessary internal controls have been implemented, tested and determined to be operating effectively.
As further described in Part II, Item 9A in this Annual Report, the material weakness will not be remediated until all necessary internal controls have been implemented, tested and determined to be operating effectively.
Our operating results may be subject to seasonal and quarterly variations in our net revenue and income from operations. 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.
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.
Our current and future licensing arrangements may not be successful and may make us susceptible to the actions of third parties over whom we have limited control.
Our current and future licensing arrangements may not be successful and may make us susceptible to the actions of third parties over whom we have limited control. We currently have product licensing agreements for Vince women's footwear and men's footwear and women's and men's soft accessories and cold weather goods.
As of January 29, 2022, we operated 86 stores, including 49 company-operated Vince full-price stores, 10 company-operated Rebecca Taylor full-price stores, 18 company-operated Vince outlet stores and 8 company-operated Rebecca Taylor outlet stores throughout the United States and one company-operated Vince full price store in the United Kingdom.
As of January 28, 2023, we operated 67 stores, including 49 company-operated Vince full-price stores and 17 company-operated Vince outlet stores throughout the United States and one company-operated Vince full price store in the United Kingdom.
As a fashion company, we face intense competition from other domestic and foreign apparel, footwear and accessories manufacturers and retailers. Competition has and may continue to result in pricing pressures, reduced profit margins, lost market share or failure to grow our market share, any of which could substantially harm our business and results of operations.
Competition has and may continue to result in pricing pressures, reduced profit margins, lost market share or failure to grow our market share, any of which could substantially harm our business and results of operations.
If we are unable to accurately forecast customer demand for our products, our results of operations could be materially impacted. We stock our stores, and provide inventory to our wholesale partners, based on our or their estimates of future demand for particular products.
We stock our stores, and provide inventory to our wholesale partners, based on our or their estimates of future demand for particular products.
We have identified a material weakness in our internal control over financial reporting that could, if not remediated, result in material misstatements in our financial statements. In fiscal 2021 a material weakness continued to exist relating to our internal control over financial reporting which was previously identified in fiscal 2016.
In fiscal 2022 a material weakness continued to exist relating to our internal control over financial reporting which was previously identified in fiscal 2016.
If we are unable to obtain any necessary waivers and the debt is accelerated, a material adverse effect on our financial condition and future operating performance would likely result.
If we are unable to obtain any necessary waivers and the debt is accelerated, a material adverse effect on our financial condition and future operating performance would likely result. We may be unable to successfully complete the wind down of the Rebecca Taylor business. On September 12, 2022, the Company announced its decision to wind down the Rebecca Taylor business.
For example, Sun Capital may have different tax positions from other stockholders, which could influence their decisions regarding whether and when we should dispose of assets, whether and when we should incur new or refinance existing indebtedness, especially in light of the existence of the Tax Receivable Agreement, and whether and when we should terminate the Tax Receivable Agreement and accelerate our obligations thereunder. 21 Any disputes that arise between us and St.
For example, Sun Capital may have different tax positions from other stockholders, which could influence their decisions regarding whether and when we should dispose of assets and whether and when we should incur new or refinance existing indebtedness.
Moreover, changes in product safety or other consumer protection laws could lead to increased costs to us for certain merchandise, or additional labor costs associated with readying merchandise for sale.
Moreover, changes in product safety or other consumer protection laws could lead to increased costs to us for certain merchandise, or additional labor costs associated with readying merchandise for sale. It is often difficult for us to plan and prepare for potential changes to applicable laws and future actions or payments related to such changes could be material to us.
There can be no assurance that there will not be a disruption in the supply of our products from independent manufacturers or that any new manufacturer will be successful in producing our products in a manner we expected , especially in light of the COVID-19 pandemic, which initially significantly impacted and is continuing to impact the regions in which many of these manufacturers are located .
There can be no assurance that there will not be a disruption in the supply of our products from independent manufacturers or that any new manufacturer will be successful in producing our products in a manner we expected.
There can be no assurance that we will be able to successfully manage our inventory at a level appropriate for future customer demand.
Conversely, if we underestimate customer demand for our products, our manufacturers may not be able to deliver products to meet our requirements, and this could harm our business. There can be no assurance that we will be able to successfully manage our inventory at a level appropriate for future customer demand.
Our continued success is dependent on our ability to attract, assimilate, retain, and motivate qualified management, designers, administrative talent, and sales associates to support existing operations and future growth. Competition for qualified talent in the apparel and fashion industry is intense, and we compete for these individuals with other companies that in many cases have greater financial and other resources.
Competition for qualified talent in the apparel and fashion industry is intense, and we compete for these individuals with other companies that in many cases have greater financial and other resources.
This failure could negatively affect the market price and trading liquidity of our common stock, cause investors to lose confidence in our reported financial information, subject us to civil and criminal investigations and penalties, and otherwise materially and adversely impact our business and financial condition.
This failure could negatively affect the market price and trading liquidity of our common stock, cause investors to lose confidence in our reported financial information, subject us to civil and criminal investigations and penalties, and otherwise materially and adversely impact our business and financial condition. 12 For so long as we remain a "non-accelerated filer" under the rules of the SEC, our independent registered public accounting firm is not required to deliver an annual attestation report on the effectiveness of our internal control over financial reporting.
Risks Related to Our Business and Industry We may not be able to realize the benefits of our strategic initiatives. Our business growth depends on the successful execution of our strategic initiatives for our brands.
Our business growth depends on the successful execution of our strategic initiatives for our brands.
The COVID-19 pandemic has adversely affected, and may continue to adversely affect, our business, financial condition, cash flow, liquidity, and results of operations.
The COVID-19 pandemic has adversely affected, and may continue to adversely affect, our business, financial condition, cash flow, liquidity, and results of operations. To date, we have taken various measures in response to the spread of the novel coronavirus ("COVID-19"), which was declared a pandemic by the World Health Organization in March 2020.
A worsening of the economy may negatively affect consumer and wholesale purchases of our products and could have a material adverse effect on our business, results of operations and financial conditions. Our limited operating experience and brand recognition in international markets may delay our expansion strategy and cause our business and growth to suffer.
A worsening of the economy may negatively affect consumer and wholesale purchases of our products and could have a material adverse effect on our business, results of operations and financial conditions. If we are unable to accurately forecast customer demand for our products, our results of operations could be materially impacted.
We will also need to attract, assimilate, and retain other professionals across a range of disciplines, including design, production, sourcing, and international business, as we develop new product categories and continue to expand our international presence. Our competitive position could suffer if our intellectual property rights are not protected. We believe that our trademarks and designs are of great value.
We will also need to attract, assimilate, and retain other professionals across a range of disciplines, including design, production, sourcing, and international business, as we develop new product categories and continue to expand our international presence. Our operating results may be subject to seasonal and quarterly variations in our net revenue and income from operations.
Any of the foregoing factors could have a material adverse effect on our business, financial condition, and operating results. In fiscal 2021, we integrated a majority of the warehouse operations of the Acquired Businesses to those of Vince.
Any of the foregoing factors could have a material adverse effect on our business, financial condition, and operating results. Fluctuations in the price, availability and quality of raw materials could cause delays and increase costs and cause our operating results and financial condition to suffer.
If we are unable to maintain or enhance our brand images, our results of operations may suffer and our business may be harmed. If we lose any key personnel, are unable to attract key personnel, or assimilate and retain our key personnel, we may not be able to successfully operate or grow our business.
If we lose any key personnel, are unable to attract key personnel, or assimilate and retain our key personnel, we may not be able to successfully operate or grow our business. Our continued success is dependent on our ability to attract, assimilate, retain, and motivate qualified management, designers, administrative talent, and sales associates to support existing operations and future growth.
If we fail to accurately forecast customer demand, we may experience excess inventory levels or a shortage of products. In fiscal 2020, we recorded a charge of $6,095 associated with inventory write-downs of excess and aged product inventory.
If we fail to accurately forecast customer demand, we may experience excess inventory levels or a shortage of products. Inventory levels in excess of customer demand may result in inventory write-downs or write-offs and the sale of excess inventory at discounted prices, which would negatively impact our gross margin, as was the case in fiscal 2022.
As we continue to adopt and implement these initiatives, including by rolling out a front-end re-platforming of our e-commerce websites to optimize the digital shopping experience across multiple mobile devices, it is unclear whether we will be able to realize the expected return on our investment in these initiatives.
As we continue to adopt and implement these initiatives, including by investing in customer facing technologies to further expand our omni-channel capabilities and to further consolidate systems over time to create operational efficiencies, it is unclear whether we will be able to realize the expected return on our investment in these initiatives.
There can be no assurance that we will have sufficient cash available or that we will be able to finance our obligations under the Tax Receivable Agreement. We are a “controlled company,” controlled by investment funds advised by affiliates of Sun Capital, whose interests in our business may be different from yours.
Risks Related to Our Structure and Ownership We are a "controlled company," controlled by investment funds advised by affiliates of Sun Capital, whose interests in our business may be different from yours. Affiliates of Sun Capital owned approximately 69% of our outstanding common stock as of March 31, 2023.
These factors could have a material adverse effect on our business, financial condition, and operating results. The acquisition of the Rebecca Taylor and Parker brands, and any other future acquisitions, may not achieve its intended benefits.
These factors could have a material adverse effect on our business, financial condition, and operating results. We have identified a material weakness in our internal control over financial reporting that could, if not remediated, result in material misstatements in our financial statements.

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Item 2. Properties

Properties — owned and leased real estate

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Biggest change(New York) NY September 20, 2019 Street 2,820 1,948 East Hampton (East Hampton) NY February 6, 2021 Street 1,830 1,290 Knox Street (Dallas) TX September 17, 2021 Street 1,802 1,280 Total Street (17) 44,399 30,561 Malibu County Mart (Malibu) CA August 9, 2009 Lifestyle Center 1,298 1,070 Town Center at Boca Raton (Boca Raton) FL October 13, 2009 Mall 1,498 1,150 The Westchester (White Plains) NY November 6, 2009 Mall 2,486 1,775 Phipps Plaza (Atlanta) GA April 16, 2010 Mall 1,643 1,356 Stanford Shopping Center (Palo Alto) CA September 17, 2010 Lifestyle Center 2,028 1,391 Bellevue Square (Bellevue) WA November 5, 2010 Mall 1,460 1,113 Fashion Island (Newport Beach) CA May 20, 2011 Lifestyle Center 1,656 1,242 Chestnut Hill (Chestnut Hill) MA July 25, 2014 Lifestyle Center 2,357 1,886 Merrick Park (Coral Gables) FL April 30, 2015 Lifestyle Center 2,512 1,871 DC City Center (Washington) DC April 30, 2015 Lifestyle Center 3,202 2,562 Scottsdale Quarter (Scottsdale) AZ May 15, 2015 Lifestyle Center 2,753 2,200 River Oaks (Houston) TX October 1, 2015 Lifestyle Center 2,998 2,398 Forum Shops (Las Vegas) NV April 1, 2016 Mall 3,220 2,576 Tyson's Galleria (McLean) VA April 29, 2016 Mall 2,668 2,134 The Grove (Los Angeles) CA May 23, 2016 Lifestyle Center 2,717 2,174 Somerset Collection (Troy) MI May 27, 2016 Mall 2,700 2,160 King of Prussia (King of Prussia) PA August 18, 2016 Mall 2,600 2,080 Fashion Valley (San Diego) CA August 25, 2016 Lifestyle Center 2,817 2,254 Hawaii (Honolulu) HI May 25, 2017 Mall 1,828 1,371 Short Hills (Short Hills) NJ March 29, 2018 Mall 1,450 1,290 El Paseo Village (Palm Desert) CA April 26, 2018 Lifestyle Center 2,394 1,882 Waterside Shops (Naples) FL May 24, 2018 Mall 1,723 1,315 The Domain (Austin) TX June 28, 2018 Mall 1,719 1,375 Palisades Village (Pacific Palisades) CA October 4, 2018 Lifestyle Center 2,953 2,525 The Gardens Mall (Palm Beach Gardens) FL October 19, 2018 Mall 2,360 2,025 Aventura Mall (Aventura) FL April 5, 2019 Mall 1,873 1,280 Santana Row (San Jose) CA August 8, 2019 Lifestyle Center 2,295 1,517 Mall at Millenia (Orlando) FL November 21, 2019 Mall 1,768 1,275 The Shops at Riverside (Hackensack) NJ February 27, 2020 Mall 2,816 2,253 Southpark (Charlotte) NC May 21, 2021 Mall 1,630 1,040 Roosevelt Field (Garden City) NY August 6, 2021 Mall 1,678 1,214 Cherry Creek (Denver) CO August 20, 2021 Lifestyle Center 2,032 1,512 Pentagon City (Arlington) VA September 3, 2021 Mall 1,937 1,359 Total Mall and Lifestyle Centers (33) 73,069 56,625 Total Full-Price (50) 117,468 87,186 Cabazon Premium (Cabazon) CA November 11, 2011 Outlet 3,250 2,000 Riverhead (Riverhead) NY November 30, 2012 Outlet 2,100 1,490 Fashion Outlets of Chicago (Rosemont) IL August 1, 2013 Outlet 3,485 2,599 Seattle Premium (Tulalip) WA August 30, 2013 Outlet 2,214 1,550 Las Vegas (Las Vegas) NV October 3, 2013 Outlet 2,028 1,420 San Marcos (San Marcos) TX October 10, 2014 Outlet 2,433 1,703 Carlsbad Premium (Carlsbad) CA October 24, 2014 Outlet 2,453 1,717 Wrentham Village Premium (Wrentham) MA September 29, 2014 Outlet 2,000 1,400 Camarillo Premium (Camarillo) CA February 1, 2015 Outlet 3,001 2,101 San Francisco Premium (Livermore) CA August 13, 2015 Outlet 2,500 1,767 Chicago Premium (Aurora) IL August 27, 2015 Outlet 2,300 1,840 Woodbury Commons (Central Valley) NY November 6, 2015 Outlet 2,289 1,831 Sawgrass Mills (Sunrise) FL December 4, 2015 Outlet 2,539 1,771 National Harbor (Oxon Hill) MD June 27, 2019 Outlet 2,400 1,865 Orlando Vineland Premium (Orlando) FL November 24, 2020 Outlet 2,914 2,302 23 Vince Locations State Opening Date Type Gross Square Feet Selling Square Feet Leesburg (Leesburg) VA June 11, 2021 Outlet 2,626 2,042 Clarksburg (Clarksburg) MD June 18, 2021 Outlet 1,840 1,385 Houston Premium (Cypress) TX July 16, 2021 Outlet 3,034 2,203 Total Outlets (18) 45,406 32,986 Total Vince Stores (68) 162,874 120,172 Rebecca Taylor Locations State Opening Date Type Gross Square Feet Selling Square Feet Fashion Island (Newport Beach) CA December 9, 2011 Lifestyle Center 2,196 1,500 The Westchester Mall (White Plains) NY June 22, 2012 Mall 1,400 1,110 Madison Ave.
Biggest change(New York) NY September 20, 2019 Street 2,820 1,948 East Hampton (East Hampton) NY February 6, 2021 Street 1,830 1,290 Knox Street (Dallas) TX September 17, 2021 Street 1,802 1,280 Total Street (17) 44,399 30,561 Malibu County Mart (Malibu) CA August 9, 2009 Lifestyle Center 1,298 1,070 Town Center at Boca Raton (Boca Raton) FL October 13, 2009 Mall 1,498 1,150 The Westchester (White Plains) NY November 6, 2009 Mall 2,486 1,775 Phipps Plaza (Atlanta) GA April 16, 2010 Mall 1,643 1,356 Stanford Shopping Center (Palo Alto) CA September 17, 2010 Lifestyle Center 2,028 1,391 Bellevue Square (Bellevue) WA November 5, 2010 Mall 1,460 1,113 Fashion Island (Newport Beach) CA May 20, 2011 Lifestyle Center 1,656 1,242 Chestnut Hill (Chestnut Hill) MA July 25, 2014 Lifestyle Center 2,357 1,886 Merrick Park (Coral Gables) FL April 30, 2015 Lifestyle Center 2,022 1,482 DC City Center (Washington) DC April 30, 2015 Lifestyle Center 3,202 2,562 Scottsdale Quarter (Scottsdale) AZ May 15, 2015 Lifestyle Center 2,753 2,200 River Oaks (Houston) TX October 1, 2015 Lifestyle Center 2,998 2,398 Forum Shops (Las Vegas) NV April 1, 2016 Mall 3,220 2,576 Tyson's Galleria (McLean) VA April 29, 2016 Mall 2,668 2,134 The Grove (Los Angeles) CA May 23, 2016 Lifestyle Center 2,717 2,174 Somerset Collection (Troy) MI May 27, 2016 Mall 2,000 1,533 King of Prussia (King of Prussia) PA August 18, 2016 Mall 3,107 2,202 Fashion Valley (San Diego) CA August 25, 2016 Lifestyle Center 2,817 2,254 Hawaii (Honolulu) HI May 25, 2017 Mall 1,828 1,371 Short Hills (Short Hills) NJ March 29, 2018 Mall 1,450 1,290 El Paseo Village (Palm Desert) CA April 26, 2018 Lifestyle Center 2,615 2,002 Waterside Shops (Naples) FL May 24, 2018 Mall 1,723 1,315 The Domain (Austin) TX June 28, 2018 Mall 1,719 1,375 Palisades Village (Pacific Palisades) CA October 4, 2018 Lifestyle Center 2,953 2,525 21 Vince Locations State Opening Date Type Gross Square Feet Selling Square Feet The Gardens Mall (Palm Beach Gardens) FL October 19, 2018 Mall 2,360 2,025 Aventura Mall (Aventura) FL April 5, 2019 Mall 1,873 1,280 Santana Row (San Jose) CA August 8, 2019 Lifestyle Center 2,295 1,517 The Shops at Riverside (Hackensack) NJ February 27, 2020 Mall 2,816 2,253 Southpark (Charlotte) NC May 21, 2021 Mall 1,630 1,040 Roosevelt Field (Garden City) NY August 6, 2021 Mall 1,678 1,214 Cherry Creek (Denver) CO August 20, 2021 Lifestyle Center 2,032 1,512 Pentagon City (Arlington) VA September 3, 2021 Mall 1,937 1,359 Boston Seaport (Boston) MA May 13, 2022 Lifestyle Center 1,820 1,386 Total Mall and Lifestyle Centers (33) 72,659 55,962 Total Full-Price (50) 117,058 86,523 Cabazon Premium (Cabazon) CA November 11, 2011 Outlet 3,250 2,000 Riverhead (Riverhead) NY November 30, 2012 Outlet 2,500 2,000 Fashion Outlets of Chicago (Rosemont) IL August 1, 2013 Outlet 3,485 2,599 Seattle Premium (Tulalip) WA August 30, 2013 Outlet 2,214 1,550 Las Vegas (Las Vegas) NV October 3, 2013 Outlet 2,028 1,420 San Marcos (San Marcos) TX October 10, 2014 Outlet 2,433 1,703 Carlsbad Premium (Carlsbad) CA October 24, 2014 Outlet 2,453 1,717 Wrentham Village Premium (Wrentham) MA September 29, 2014 Outlet 2,000 1,400 Camarillo Premium (Camarillo) CA February 1, 2015 Outlet 3,001 2,101 San Francisco Premium (Livermore) CA August 13, 2015 Outlet 2,485 1,753 Chicago Premium (Aurora) IL August 27, 2015 Outlet 2,300 1,840 Woodbury Commons (Central Valley) NY November 6, 2015 Outlet 2,289 1,831 Sawgrass Mills (Sunrise) FL December 4, 2015 Outlet 2,539 1,771 Orlando Vineland Premium (Orlando) FL November 24, 2020 Outlet 2,914 2,302 Leesburg (Leesburg) VA June 11, 2021 Outlet 2,626 2,042 Clarksburg (Clarksburg) MD June 18, 2021 Outlet 1,840 1,385 Houston Premium (Cypress) TX July 16, 2021 Outlet 3,034 2,203 Total Outlets (17) 43,391 31,617 Total Vince Stores (67) 160,449 118,140
Substantially all of our leases require a fixed annual rent, and most require the payment of additional rent if store sales exceed a negotiated amount. Most of our leases are “net” leases, which require us to pay all of the cost of insurance, taxes, maintenance, and utilities.
Substantially all of our leases require a fixed annual rent, and most require the payment of additional rent if store sales exceed a negotiated amount. Most of our leases are "net" leases, which require us to pay all of the cost of insurance, taxes, maintenance, and utilities.
The following store list shows the location, opening date, type, and size of our company-operated retail locations as of January 29, 2022: Vince Locations State Opening Date Type Gross Square Feet Selling Square Feet Washington St. (New York) NY February 3, 2009 Street 1,850 1,150 Prince St.
The following store list shows the location, opening date, type, and size of our company-operated retail locations as of January 28, 2023: Vince Locations State Opening Date Type Gross Square Feet Selling Square Feet Washington St. (New York) NY February 3, 2009 Street 1,850 1,150 Prince St.
ITEM 2. PROPERTIES. The following table sets forth the location, use and size of our significant corporate facilities and showrooms as of January 29, 2022, all of which are leased under various agreements expiring at various times through fiscal 2034, subject to renewal options.
ITEM 2. PR OPERTIES. The following table sets forth the location, use and size of our significant corporate facilities and showrooms as of January 28, 2023, all of which are leased under various agreements expiring at various times through fiscal 2034, subject to renewal options.
(Philadelphia) PA August 4, 2014 Street 3,250 2,000 Abbot Kinney (Los Angeles) CA September 26, 2015 Street 1,990 1,815 Melrose (West Hollywood) CA October 15, 2017 Street 1,932 1,554 Draycott (London, United Kingdom) September 18, 2019 Street 1,582 1,087 Fifth Ave.
(Boston) MA May 24, 2014 Street 4,124 3,100 Walnut St. (Philadelphia) PA August 4, 2014 Street 3,250 2,000 Abbot Kinney (Los Angeles) CA September 26, 2015 Street 1,990 1,815 Melrose (West Hollywood) CA October 15, 2017 Street 1,932 1,554 Draycott (London, United Kingdom) September 18, 2019 Street 1,582 1,087 Fifth Ave.
(New York) NY August 3, 2012 Street 3,503 1,928 Westport (Westport) CT March 28, 2013 Street 1,801 1,344 Greenwich (Greenwich) CT July 19, 2013 Street 2,463 1,724 Mercer St. (Soho - New York) NY August 22, 2013 Street 4,500 3,080 22 Vince Locations State Opening Date Type Gross Square Feet Selling Square Feet Columbus Ave.
(New York) NY August 3, 2012 Street 3,503 1,928 Westport (Westport) CT March 28, 2013 Street 1,801 1,344 Greenwich (Greenwich) CT July 19, 2013 Street 2,463 1,724 Mercer St. (Soho - New York) NY August 22, 2013 Street 4,500 3,080 Columbus Ave. (Upper West Side - New York) NY December 18, 2013 Street 4,465 3,126 Newbury St.
Location Use Approximate Square Footage New York, NY Corporate Office 37,113 Los Angeles, CA Vince Design Studio 28,541 New York, NY Rebecca Taylor Showroom 5,900 Paris, France Vince Showroom 4,209 Additionally, as of January 29, 2022, we had 40,929 square feet of excess corporate facility space, of which approximately 6,000 square feet was subleased to a third party.
Location Use Approximate Square Footage New York, NY Corporate Office 37,113 Los Angeles, CA Vince Design Studio 28,541 Paris, France Vince Showroom 4,209 As of January 28, 2023, we leased 160,449 gross square feet related to our 67 company-operated Vince retail stores.
Removed
As of January 29, 2022, we leased 199,581 gross square feet related to our 86 company-operated retail stores.
Removed
(Upper West Side - New York) NY December 18, 2013 Street 4,465 3,126 Newbury St. (Boston) MA May 24, 2014 Street 4,124 3,100 Walnut St.
Removed
(New York) NY August 3, 2012 Street 4,338 1,901 Northpark Center (Dallas) TX April 20, 2017 Mall 1,800 1,450 Washington St.
Removed
(New York) NY August 13, 2020 Street 1,827 1,027 The Shops at Riverside (Hackensack) NJ December 3, 2020 Mall 2,816 2,253 Roosevelt Field (Garden City) NY August 8, 2021 Mall 1,310 730 Forum Shops (Las Vegas) NV November 12, 2021 Mall 1,230 930 The Gardens on El Paseo (Palm Desert) CA November 12, 2021 Lifestyle Center 1,363 922 Beverly Center (Los Angeles) CA November 23, 2021 Mall 1,787 1,179 Total Full-Price (10) 20,067 13,002 Desert Hills Premium (Cabazon) CA October 9, 2020 Outlet 3,628 3,071 Sawgrass Mills (Sunrise) FL October 30, 2020 Outlet 2,770 2,150 Woodbury Common Premium (Central Valley) NY November 6, 2020 Outlet 1,390 1,039 Carlsbad Premium (Carlsbad) CA May 14, 2021 Outlet 1,225 879 Camarillo Premium (Camarillo) CA May 21, 2021 Outlet 1,527 1,079 San Francisco Premium (Livermore) CA September 17, 2021 Outlet 1,482 885 Seattle Premium (Tulalip) WA October 8, 2021 Outlet 2,224 1,714 Wrentham Village Premium (Wrentham) MA November 5, 2021 Outlet 2,394 1,538 Total Outlets (8) 16,640 12,355 Total Rebecca Taylor Stores (18) 36,707 25,357

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeOn October 6, 2020, the Plaintiff filed notices of appeal. On July 6, 2021, the appeals were voluntarily dismissed . Additionally, we are a party to legal proceedings, compliance matters, environmental claims, as well as wage and hour and other labor claims that arise in the ordinary course of our business.
Biggest changeITEM 3. LEGAL PROCEEDINGS. 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. ITEM 4. MINE SAFETY DISCLOSURES. Not applicable. 24 PART II
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. ITEM 4. MINE SAF ETY DISCLOSURES. Not applicable. PAR T II
Removed
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.
Removed
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.
Removed
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.
Removed
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.
Removed
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.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information Our common stock trades on the New York Stock Exchange under the symbol “VNCE”. Record Holders As of March 31, 2022, there were 3 holders of record of our common stock. Dividends We have never paid cash dividends on our common stock.
Biggest changeITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOC KHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Market Information Our common stock trades on the New York Stock Exchange under the symbol "VNCE".
The terms of our indebtedness substantially restrict the ability to pay dividends. See “Item 7—Management’s Discussion and Analysis of Financial Condition and Results of Operations—Financing Activities” of this Annual Report for a description of the related restrictions.
The terms of our indebtedness substantially restrict the ability to pay dividends. See "Item 7—Management's Discussion and Analysis of Financial Condition and Results of Operations—Financing Activities" of this Annual Report for a description of the related restrictions.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers We did not repurchase any shares of common stock during the three months ended January 29, 2022. Unregistered Sales of Equity Securities None.
Purchases of Equity Securities by the Issuer and Affiliated Purchasers We did not repurchase any shares of common stock during the three months ended January 28, 2023. Unregistered Sales of Equity Securities None. ITEM 6. [RESE RVED]
Added
Record Holders As of March 31, 2023, there were 3 holders of record of our common stock. 22 Dividends We have never paid cash dividends on our common stock.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeITEM 7A. QUANTITATIVE AND QUALITATIVE 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.
Biggest changeITEM 7A. QUANTITATIVE AND QUALITATIVE DISCL OSURES 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. ITEM 8. FINANCIAL STATEMENT S AND SUPPLEMENTARY DATA.
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See "Index to the Audited Consolidated Financial Statements," which is located on page F-1 appearing at the end of this Annual Report. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOU NTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. None.

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