Vince Holding Corp. Receives Continued Listing Standard Notice from the NYSE
May 19 2017 - 8:31AM
Business Wire
Vince Holding Corp. (NYSE:VNCE), a leading global luxury apparel
and accessories brand (“Vince” or the “Company”), today announced
that on May 17, 2017, the Company received a written notice (the
“Notice”) from the New York Stock Exchange (“NYSE”) that the
Company did not presently satisfy NYSE’s continued listing
standards under (i) Section 802.01C of NYSE Listed Company Manual
(the “Manual”), which requires the Company’s 30-trading day average
closing stock price to be not less than $1.00 and (ii) Section
802.01B of the Manual, which requires the Company’s 30-trading day
average market capitalization to be at least $50 million and, the
Company’s stockholders’ equity to be at least $50 million. As set
forth in the Notice, as of May 15, 2017, the 30-trading day average
closing stock price of the Company's common stock was $0.95, and
the 30-trading day average market capitalization of the Company was
approximately $47.2 million and the Company’s last reported
stockholders’ deficit as of January 28, 2017 was approximately
$(13.9) million.
Separately, the Company today issued a press release announcing
that on May 18, 2017 it received a Rights Offering Commitment
Letter from Sun Capital Partners V, L.P. that provides the Company
with an amount equal to $30.0 million of cash proceeds in the event
that the Company conducts a rights offering of its common stock to
its stockholders, subject to certain terms and conditions described
therein.
In connection with the receipt of the Notice, on or prior to
June 1, 2017, the Company must submit a letter to NYSE (the
“Response Letter”), confirming the receipt of the Notice and its
intent to cure the deficiencies. The Company expects to notify NYSE
that it intends to cure the deficiencies set forth in the
Notice.
The Company must bring its share price and consecutive 30
trading-day average share price above $1.00 by November 17, 2017.
The Company may regain compliance at any time during this six-month
cure period if on the last trading day of any calendar month during
such six-month cure period (i) the Company’s closing stock price is
at least $1.00 and (ii) the Company's consecutive 30-trading day
average closing stock price is at least $1.00 per common share. The
Company may also pursue corporate actions such as a reverse stock
split, which would require the approval of a majority of the
Company’s stockholders.
In addition, on or prior to July 1, 2017, the Company must send
to NYSE a business plan that demonstrates compliance with the
requirement to maintain a 30-trading day average market
capitalization of at least $50 million or $50 million of
stockholders’ equity within 18 months of receipt of the Notice.
NYSE will review the business plan within 45 days of its submission
and determine whether the Company has made reasonable demonstration
of its ability to come into conformity with the relevant standards
within such 18-month period. NYSE will either accept the plan, at
which time the Company will be subject to ongoing quarterly
monitoring for compliance with the business plan, or NYSE will
reject the business plan, at which time the Company will be subject
to suspension and delisting proceedings. The Company expects to
submit such a business plan to NYSE.
Pursuant to NYSE rules, the Company’s common stock will continue
to be listed and traded on NYSE during the cure periods outlined
above, subject to the Company’s compliance with other typical
continued listing requirements. The current noncompliance with the
standards described above does not affect the Company’s ongoing
business operations or its reporting requirements with the SEC, nor
does it trigger any violation of its material debt or other
obligations.
ABOUT VINCE
Established in 2002, Vince is a global luxury brand best known
for utilizing luxe fabrications and innovative techniques to create
a product assortment that combines urban utility and modern
effortless style. From its edited core collection of ultra-soft
cashmere knits and cotton tees, Vince has evolved into a global
lifestyle brand and destination for both women’s and men’s apparel
and accessories. As of January 28, 2017, Vince products were sold
in prestige distribution worldwide, including approximately 2,300
distribution locations across more than 40 countries. With
corporate headquarters in New York and its design studio in Los
Angeles, the Company operated 40 full-price retail stores, 14
outlet stores and its e-commerce site, vince.com. Please visit
www.vince.com for more information.
This document, and any statements incorporated by reference
herein, contains forward-looking statements under the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements include the statements regarding, among other things,
our current expectations about the Company's future results and
financial condition, revenues, store openings and closings,
margins, expenses and earnings and are indicated by words or
phrases such as "may," "will," "should," "believe," "expect,"
"seek," "anticipate," "intend," "estimate," "plan," "target,"
"project," "forecast," "envision" and other similar phrases.
Although we believe the assumptions and expectations reflected in
these forward-looking statements are reasonable, these assumptions
and expectations may not prove to be correct and we may not achieve
the results or benefits anticipated. These forward-looking
statements are not guarantees of actual results, and our actual
results may differ materially from those suggested in the
forward-looking statements. These forward-looking statements
involve a number of risks and uncertainties, some of which are
beyond our control, including, without limitation: our ability to
maintain adequate cash flow from operations or availability under
our revolving credit facility to meet our liquidity needs
(including our obligations under the Tax Receivable Agreement with
the Pre-IPO Stockholders); our ability to continue as a going
concern; our ability to successfully operate the newly implemented
systems, processes, and functions recently transitioned from
Kellwood Company; our ability to remediate the identified material
weaknesses in our internal control over financial reporting; our
ability to comply with the continued listing standards of the New
York Stock Exchange; our ability to commence and complete a
potential rights offering; our ability to ensure the proper
operation of the distribution facility by a third party logistics
provider recently transitioned from Kellwood; our ability to remain
competitive in the areas of merchandise quality, price, breadth of
selection, and customer service; our ability to anticipate and/or
react to changes in customer demand and attract new customers,
including in connection with making inventory commitments; our
ability to control the level of sales in the off-price channels;
our ability to manage excess inventory in a way that will promote
the long-term health of the brand; changes in consumer confidence
and spending; our ability to maintain projected profit margins;
unusual, unpredictable and/or severe weather conditions; the
execution and management of our retail store growth plans,
including the availability and cost of acceptable real estate
locations for new store openings; the execution and management of
our international expansion, including our ability to promote our
brand and merchandise outside the U.S. and find suitable partners
in certain geographies; our ability to expand our product offerings
into new product categories, including the ability to find suitable
licensing partners; our ability to successfully implement our
marketing initiatives; our ability to protect our trademarks in the
U.S. and internationally; our ability to maintain the security of
electronic and other confidential information; serious disruptions
and catastrophic events; changes in global economies and credit and
financial markets; competition; our ability to attract and retain
key personnel; commodity, raw material and other cost increases;
compliance with domestic and international laws, regulations and
orders; changes in laws and regulations; outcomes of litigation and
proceedings and the availability of insurance, indemnification and
other third-party coverage of any losses suffered in connection
therewith; tax matters; and other factors as set forth from time to
time in our Securities and Exchange Commission filings, including
under the heading "Item 1A—Risk Factors" in our Annual Report on
Form 10-K and our Quarterly Reports on Form 10Q. We intend these
forward-looking statements to speak only as of the time of this
release and do not undertake to update or revise them as more
information becomes available, except as required by law.
This press release is also available on the Vince Holding Corp.
website (http://investors.vince.com/).
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version on businesswire.com: http://www.businesswire.com/news/home/20170519005106/en/
Investor Relations:ICR, Inc.Jean Fontana,
646-277-1200Jean.fontana@icrinc.com
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