UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 7.01 Regulation FD Disclosure.
On June 26, 2024, Vince Holding Corp. (the "Company") issued a press release announcing that Small Cap Consumer Research and Noble Capital Markets have initiated equity research coverage on the Company. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
Additionally, the Company intends to use the Investor Presentation, attached hereto as Exhibit 99.2, in whole or in part, in one or more meetings with existing and/or potential investors.
The information, including Exhibits 99.1 and 99.2 hereto, which the registrant furnished in this report is not deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Registration statements or other documents filed with the Securities Exchange Commission shall not incorporate this information by reference, except as otherwise expressly stated in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Description of Exhibit |
99.1 |
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99.2 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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VINCE HOLDING CORP. |
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June 26, 2024 |
By: |
/s/ David Stefko |
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David Stefko |
Exhibit 99.1
Small Cap Consumer Research AND Noble Capital Markets Initiate Equity Research Coverage on Vince HOLDING CORP.
NEW YORK, June 26, 2024 - Vince Holding Corp. (NYSE: VNCE) (“VNCE” or the “Company”), a global contemporary retailer, is pleased to announce that Small Cap Consumer Research and Noble Capital Markets have initiated equity research coverage on the Company.
Small Cap Consumer Research led by CEO and Managing Director of Consumer Equity Research, Eric Beder, initiated coverage on VNCE with a Buy rating and $3.00 price target.
Noble Capital Markets led by Senior Research Analyst, Michael Kupinski, initiated coverage on VNCE with an Outperform rating and $3.00 price target. This report as well as news and advanced market data on Vince Holding Corp., is available on https://www.channelchek.com/news-channel/vince-holding-corp-vnce-fashioning-a-growth-company.
ABOUT VINCE HOLDING CORP.
Vince Holding Corp. is a global retail company that operates the Vince brand women’s and men’s ready to wear business. Vince, established in 2002, is a leading global luxury apparel and accessories brand best known for creating elevated yet understated pieces for every day effortless style. Vince Holding Corp. operates 47 full-price retail stores, 15 outlet stores, and its e-commerce site, vince.com, and through its subscription service Vince Unfold, www.vinceunfold.com, as well as through premium wholesale channels globally. Please visit www.vince.com for more information.
ABOUT Small Cap Consumer Research
Small Cap Consumer Research, LLC is a leading company-sponsored equity research and consulting firm in the consumer space dedicated to helping publicly-traded small to mid-cap companies with equity market capitalization under $4 billion shift equity research into a strategic asset. Small Cap Consumer Research, LLC delivers independent, differentiated Wall Street-grade research. For more information about research services: ericbeder@SmallCapConsumerResearch.com.
ABOUT Noble Capital Markets
Noble Capital Markets, Inc. was incorporated in 1984 as a full-service SEC / FINRA registered broker-dealer, dedicated exclusively to serving underfollowed small / microcap companies through investment banking, wealth management, trading & execution, and equity research activities. Over the past 37 years, Noble has raised billions of dollars for these companies and published more than 45,000 equity research reports. www.noblecapitalmarkets.com email: contact@noblecapitalmarkets.com
ABOUT CHANNELCHEK
Channelchek (.com) is a comprehensive investor-centric portal - featuring more than 6,000 emerging growth companies - that provides advanced market data, independent research, balanced news, video webcasts, exclusive c-suite interviews, and access to virtual road shows. The site is available to the public at every level without cost or obligation. Research on Channelchek is provided by Noble Capital Markets, Inc., an SEC / FINRA registered broker-dealer since 1984. www.channelchek.com email: contact@channelchek.com
Investor Relations:
ICR, Inc.
Caitlin Churchill, 646-277-1274
Caitlin.Churchill@icrinc.com
Investor PRESENTATION June 2024 Exhibit 99.2
This Management Presentation (this “Presentation”) is the property of Vince Holding Corp. and its subsidiaries (collectively, “Vince” or the “Company”). By accepting this Presentation, the recipient acknowledges that it has read, understood and accepted the terms of this disclaimer. This Presentation is not a formal offer to sell or solicitation of an offer to buy the Company’s securities. Information contained in this Presentation should not be relied upon as advice to buy or sell or hold such securities or as an offer to sell such securities. No representation or warranty, express or implied, is or will be given by the Company or its affiliates, directors, officers, partners, employees, agents or advisers or any other person as to the accuracy, completeness, reasonableness or fairness of any information contained in this Presentation and no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions or misstatements relating thereto. By acceptance of this Presentation, each recipient agrees not to copy, reproduce or distribute to others the Presentation, in whole or in part, without the prior written consent of the Company, and will promptly return this Presentation to the Company upon request. This Presentation may contain forward-looking statements under the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact or relating to present facts or current conditions included in this presentation are forward-looking statements. Forward-looking statements give our current expectations and projections relating to our financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “anticipate,” “estimate,” “expect,” “project,” “target,” “plan,” “intend,” “believe,” “may,” “should,” “can have,” “likely” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events. These forward-looking statements are not guarantees of actual results, and our actual results may differ materially from those suggested in the forward-looking statements. These forward-looking statements involve a number of risks and uncertainties, some of which are beyond our control, including those as set forth from time to time in our Securities and Exchange Commission (the “SEC”) filings, including those described in our Annual Report on Form 10-K under “Item 1A – Risk Factors” filed with the SEC on May 2, 2024. Any forward-looking statement made by the Company in this Presentation speaks only as of the date on which it is made. Except as may be required by law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future developments or otherwise. Market data and industry information used in this presentation are based on independent industry surveys and publications and other publicly available information prepared by third party sources. Although the Company believes that these sources are reliable as of their respective dates, it has not verified the accuracy or completeness of this information from independent sources. Disclaimer
KEY INVESTMENT HIGHLIGHTS Global Retailer/Wholesaler Operating a Leading Premium Contemporary Fashion Brand Attractive Demographics with Strong Customer Loyalty Strategically Positioned with Long Runway for Profitable Growth Strengthened Balance Sheet through Strategic Partnership with Authentic Brands Group Enhanced Focus on Actionable Growth Initiatives
2022 Celebrates 20th Anniversary Opens first retail store in China Established in 2002, Vince has crafted understated luxury with a California-inspired ease, embodying the aspirational, laid-back lifestyle and optimism of the west coast. Our pieces continue to move through seasons, occasions, and phases of one’s life with ease, and most importantly, help them feel their most comfortable and confident – the truest luxury. Company Overview 2002 Vince is Founded 2010 Launches e-commerce 2008 Opens first company-owned retail location 2012 Launch of shoe licenses with Caleres 2018 Launches Unfold (subscription service) 2019 Opens first international company-owned store in London 2021 Introduces responsible fabrics 2023 Forms ABG Vince through Strategic Partnership with Authentic Brands Group; ABG Vince acquires Vince IP 2007 Vince introduces menswear line
On May 25, 2023 Vince Holding Corp. and Authentic Brands Group entered into a licensing arrangement whereby VNCE contributes its intellectual property to a newly formed “ABG Vince” entity for a total consideration of $76.5 million in cash from Authentic and a 25% membership interest in ABG Vince. In connection with the Transaction, VNCE entered into an exclusive, long-term license agreement to use the contributed intellectual property for VNCE’s existing business in a manner consistent with the Company’s current wholesale, retail and e-commerce operations. The License Agreement contains an initial ten-tear term and eight ten-year renewal options allowing VNCE to renew the agreement. The transaction strengthened VNCE’s balance sheet allowing for greater flexibility to accelerate strategic growth initiatives. Illustrative Transaction Structure Illustrative Go-Forward Structure Vince Holding Corp (NYSE: VNCE) Authentic Brands Group ABG Vince Vince Brand Intellectual Property $76.5M Cash 25% Stake in ABG Vince 75% Stake in ABG Vince Vince Holding Corp (NYSE: VNCE) ABG Vince Royalty Payments Quarterly Cash Distribution Strategic Partnership with Authentic Brands Group
VNCE CORE PRODUCT CATEGORIES WOMEN’S APPAREL Dresses Skirts Sweaters Jackets & Outerwear Shirts & Tops T-Shirts Pants & Shorts MEN’S APPAREL T-Shirts & Polos Sweatshirts & Hoodies Shirts Pants & Shorts Sweaters Jackets & Outerwear OTHER Baby ABG VNCE PRODUCT CATEGORIES Footwear Home Scarves Men’s Tailored Apparel and Accessories Hats Handbags and Small Leather Goods Our Products
Key Brand Attributes that Resonate with our Customer Quality Craftsmanship Understated Luxury Effortless Confident Versatile Enduring Distinctive Sophisticated Elevated
Our Customer THE VINCE WOMAN The Vince woman appreciates subtlety, optimism and warmth. She embraces unexpected feminine details. Sophistication and ease are of equal importance. Travel and a global lifestyle influence her style choices. The Vince women’s collections are clean, effortless and feminine. They feature a variety of proportions, fabrics and textures. They embody a relaxed vibe that is at the same time polished and simple. Ages 30 – 50 80% Female THE VINCE MAN The Vince man appreciates quality and simple, uncomplicated design. He looks for clothing that is versatile, comfortable and unpretentious. The collections are informed by fashion but remain timeless. With a casual spirit, the refined designs represent California at its most classic and elevated form. Ages 30 – 50 20% Male
Favorite Brand Vince is clearly positioned as a luxury brand with its affluent and loyal customer base Cashmere Favorites: 01 02 03 04 05 06 61% Say Vince is their favorite cashmere brand Silk* Favorites: 01 02 03 04 05 54% Say Vince is their favorite silk brand Leather Favorites: 01 02 03 05 06 07 19% Say Vince is their favorite leather brand 04 08 09 10 11 13 12 Based on 2023 Market Research; *Only asked of females
We sell in over 800 Wholesale locations around the world including sales to major department stores, specialty retail and third-party e-commerce sites Strong relationships with high-quality partners with our largest wholesale partner, Nordstrom, representing 20% of our total revenue for fiscal 2023 Wholesale Global Wholesale Breakout ($ in Millions) 84% Net Sale Wholesale US 16% Net Sale Wholesale International As of Year-End Fiscal 2023
Our stores are located in major cities coast to coast, in distinguished neighborhoods and prominent shopping malls Direct-to-Consumer: Retail Stores UNITED STATES: 47 Full Price 15 Outlet UNITED KINGDOM: 1 Full Price CHINA: 2 Full Price Store count as of Q1 Fiscal 2024
Ecommerce re-platform launched September 2022. Upgrading digital experience with improvements to site speed, mobile experience and user journey to meet the expectations of consumers New Consumer Data Platform (“CDP”) provides greater insights into who our customer is and how they like to shop with us allowing us to be more targeted and more effective with our marketing spend Direct-to-Consumer: E-Commerce Leveraging CDP enables us to: Increase Long Term Value of our Customer Extend the lifecycle of our average Customer Encourage a wider selection of Vince products
Expected to generate $30M+ in cost savings over next 3 years to offset royalty expenses The transformation program is focused on improving the company’s gross margin profile and driving cost efficiencies through, among other things: Streamlining manufacturing and production operations Reducing promotional activity and optimizing breadth and depth of markdowns Enhancing efficiencies withing store operations, corporate overhead and third-party spend. Transformation Program
Drive brand engagement fueled by customer insights and analytics Increase Men’s business to 30% of total revenue within 3 years while also growing Women’s business Expand international presence through wholesale and DTC channels Enhance and selectively expand retail doors in U.S. market with focus on to top 25 retail trade areas Leverage investment in ABG Vince to benefit from expansion of Vince brand into adjacent products Strategic Growth Initiatives
Q1 NET SALES ($ in millions) $64.0 $59.2 Q1 Net Sales Declined 7.6% vs. LY Driven By: Strategic Decision to Pullback Off-price Wholesale Business and Promotional Activity in DTC Channels Q1 Gross Margin Rate Expanded 440 Bps vs. LY Driven By: Lower promotional activity and discounting and lower product costing due in part to Transformation Plan and despite royalty expenses in Q1 that were not incurred in the prior year Q1 Income from Operations was $5.6 Million; Excluding the benefit of $7.6 million related to the nominal sale of all outstanding shares of Rebecca Taylor, which prior to the sale was in a net liability position, Q1 Adjusted Loss from Operations1 was $(2.0) Million Q1 Vince Adjusted Loss from Operations1 Margin (3.4)% Exceeding Prior Outlook Q1 ADJ. LOSS FROM OPERATIONS1 ($ in millions) $(0.3) $(2.0) Q1 Fiscal 2024 Results Q1 GROSS PROFIT ($ in millions) $29.6 $29.9 46.2% 50.6% 1 Non-GAAP financial measure; See Appendix for reconciliation to GAAP financial measure
Q2 and Full Year Fiscal 2024 Outlook Sales Growth (LSD)% to Flat vs. $69.4M Q2 FY23 Q2 Fiscal 2024 Full Year Fiscal 2024 Operating Margin (750) to (500) Bps vs. 4.1% Adj. Op. Mgn. Q2 FY23 Sales Growth +LSD % vs. $292.9M FY23 Operating Margin Flat to +25 Bps vs. 1.4% Adj. Op. Mgn. FY23 Sales growth outlook impacted by strategic decision to pullback on promotional activity with 1H further pressured by pullback in off-price wholesale business. Operating Margin outlook incorporates expectation of increased full price selling, lower discounting and transformation plan initiatives as well as royalty fees, expense favorability in prior year due to wind down of Rebecca Taylor and the re-establishment of incentive compensation.
APPENDIX
Non-GAAP Reconciliation