Form 8-K - Current report

0001856437false00018564372024-06-052024-06-05

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): June 5, 2024

						Victoria's Secret & Co.
						(Exact Name of Registrant as Specified in Its Charter)
						Delaware
						(State or Other Jurisdiction of Incorporation)
001-40515									86-3167653
(Commission File Number)									(IRS Employer Identification No.)
4 Limited Parkway East
Reynoldsburg,			OH						43068
(Address of Principal Executive Offices)									(Zip Code)

[phone]

(Registrant's Telephone Number, Including Area Code)

Not Applicable

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

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

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.01 Par Value			VSCO			The New York Stock Exchange

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. ☐

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Item 2.02. Results of Operations and Financial Condition

and

Item 7.01. Regulation FD Disclosure.

The following information is being furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and Item 7.01, “Regulation FD Disclosure”, and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On June 5, 2024, Victoria's Secret & Co. (the “Company”) issued a press release setting forth its first quarter 2024 results and its second quarter 2024 and full year 2024 earnings guidance. A copy of the press release is attached hereto as Exhibit 99.1 and is hereby incorporated by reference.

Item 8.01. Other Events.

On June 5, 2024, the Company reported that leading independent proxy advisory firms recommend that shareholders vote “FOR” the election of the Company’s director nominees, “FOR” the compensation of the Company’s named executive officers, and “FOR” the amendment of the Company’s stock plan to increase the number of shares available for issuance under the plan at the annual meeting of shareholders scheduled for June 13, 2024.

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1    Press Release of Victoria’s Secret & Co., dated June 5, 2024.

Exhibit 104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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.

									VICTORIA'S SECRET & CO.
Date:			June 5, 2024			By:			/s/ Timothy Johnson
									Timothy Johnson
									Chief Financial and Administrative Officer

Exhibit 99.1

Victoria’s Secret & Co. Reports First Quarter 2024 Results

First quarter sales, operating income and EPS at high-end of previously announced preliminary results

Provides second quarter guidance and reaffirms full year 2024 outlook

Proxy advisory firms recommend in favor of all director candidates, approval of increased capacity under the stock plan, and say-on-pay

Reynoldsburg, Ohio (June 5, 2024)—Victoria’s Secret & Co. (“Victoria’s Secret” or the “Company”) (NYSE: VSCO) today reported financial results for the first quarter ended May 4, 2024.

Chief Executive Officer Martin Waters commented on the first quarter, “I am encouraged by our results in the quarter which were at the high-end of our previously announced preliminary results calling for adjusted operating income up to $40 million. We experienced sequential improvement in quarterly sales trends in North America in both our stores and digital business for both the Victoria’s Secret and PINK brands. We delivered meaningful newness in merchandise and brand projection during the quarter and our customers responded, particularly in April, which was our strongest month of the quarter. The retail environment in North America was challenging and the promotional environment was very competitive, but importantly our gross margin rate in the quarter was above last year as we managed our inventory and were disciplined with traffic-driving offerings for our customers. In stores, our customer traffic improved noticeably throughout the quarter. In our digital business, the investments we’ve made to improve the customer experience resulted in digital sales performance outpacing stores. Our SG&A rate was favorable to our expectations as we delivered incremental efficiency within our operating model. In addition to improving North America trends, our international business growth continued with net sales increasing in the mid-teens again in the first quarter.”

Martin continued, “With some caution around the broader retail environment in North America, we are planning the business appropriately conservative in the near-term, but are encouraged by the start to May and the second quarter. Our brands are strong around the globe, and with the long-term health of the business in mind, we are focused on accelerating our core and our initiatives designed to leverage our market leadership position and unlock our opportunity to convert our significant cultural influence into long-term financial growth.”

First Quarter 2024 Results

The Company reported a net loss of $4 million, or $0.05 per diluted share for the first quarter of 2024. This result compares to net income of $1 million, or $0.01 per diluted share for the first quarter of 2023. First quarter 2024 operating income was $26 million compared to operating income of $28 million in the first quarter of 2023.

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Excluding the impact of the items described at the conclusion of this press release, first quarter 2024 adjusted net income was $9 million, or $0.12 per diluted share, and adjusted operating income was $40 million. These results were at the high-end of the range of our preliminary results announced on May 9 which estimated adjusted net income of $0.07 to $0.12 per diluted share and adjusted operating income of $35 million to $40 million. First quarter 2023 adjusted net income was $22 million, or $0.28 per diluted share, and adjusted operating income was $55 million.

The Company reported net sales of $1.359 billion for the first quarter of 2024, a decrease of 3% compared to net sales of $1.407 billion for the first quarter of 2023 and at the high-end of our preliminary results range which estimated a net sales decrease of 3% to 4%. Total comparable sales for the first quarter of 2024 decreased 5%.

Second Quarter and Full Year 2024 Outlook

The Company is forecasting second quarter 2024 net sales to decrease in the low-single digit range compared to last year’s second quarter net sales of $1.427 billion. At this forecasted level of sales, adjusted operating income for the second quarter of 2024 is expected to be in the range of $30 million to $45 million. Adjusted net income for the second quarter of 2024 is estimated to be in the range of $0.05 to $0.20 per diluted share.

The Company is reaffirming its full year outlook and is forecasting 52-week fiscal year 2024 net sales to be about $6.0 billion, or down low-single digits compared to a comparative 52-weeks from fiscal year 2023. At this forecasted level of sales, adjusted operating income for fiscal year 2024 is expected to be about $250 million to $275 million.

Forecasted adjusted operating income and adjusted net income per diluted share for the second quarter and full year 2024 exclude the financial impact of purchase accounting items related to the Adore Me acquisition, including expense (income) related to changes in the estimated fair value of contingent consideration and performance-based payments, as well as the amortization of intangible assets. The Company is not able to provide a reconciliation of forward-looking adjusted operating income or adjusted net income per diluted share to the most directly comparable forward-looking GAAP financial measures because the Company is unable to provide a meaningful or accurate reconciliation or estimation of certain reconciling items without unreasonable effort, due to the inherent difficulty in forecasting the timing of, and quantifying, the various purchase accounting items that are necessary for such reconciliation.

Proxy Advisor Voting Recommendations

The Company reported that leading independent proxy advisory firms recommend that shareholders vote “FOR” the election of all the Company’s director nominees, “FOR” the compensation of the Company’s named executive officers (say-on-pay), and “FOR” the amendment of the Company’s stock plan to increase the number of shares available for issuance under the plan at the annual meeting of shareholders scheduled for June 13, 2024. More information about these proposals can be found in the Company’s definitive proxy statement related to the annual meeting filed with the Securities and Exchange Commission (“SEC”) on May 3, 2024.

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Quarterly Earnings Conference Call

Victoria’s Secret & Co. will conduct its first quarter earnings call at 8:00 a.m. Eastern on Thursday, June 6, 2024. To listen, call 1-800-619-9066 (international dial-in number: 1-212-519-0836); conference ID 5358727. For an audio replay, call 1-866-363-4045 (international replay number: 1-203-369-0206); conference ID 5358727 or log onto www.victoriassecretandco.com. The materials accompanying the earnings call have been posted on the Investors section of the Company’s website. The audio replay will be available approximately two hours after the conclusion of the call.

About Victoria’s Secret & Co.

Victoria’s Secret & Co. (NYSE: VSCO) is a specialty retailer of modern, fashion-inspired collections including signature bras, panties, lingerie, casual sleepwear, athleisure and swim, as well as award-winning prestige fragrances and body care. VS&Co is comprised of market leading brands, Victoria’s Secret and Victoria’s Secret PINK, that share a common purpose of supporting women in all they do, and Adore Me, a technology-led, digital first innovative intimates brand serving women of all sizes and budgets at all phases of life. We are committed to empowering our approximately 30,000 associates across a global footprint of more than 1,370 retail stores in nearly 70 countries. We strive to provide the best products to help women express their confidence, sexiness and power and use our platform to celebrate the extraordinary diversity of women’s experiences.

Important Additional Information and Where to Find It

The Company has filed a definitive proxy statement and other relevant documents with the SEC in connection with the solicitation of proxies for the Company’s 2024 annual meeting of stockholders. BEFORE MAKING ANY VOTING DECISION, STOCKHOLDERS OF THE COMPANY ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO, AND ALL OTHER RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Stockholders may obtain a copy of the Company’s definitive proxy statement and other documents filed by the Company with the SEC free of charge from the SEC’s website at www.sec.gov. In addition, these documents can be accessed free of charge on the Investors section of our website, www.victoriassecretandco.com, under Annual Shareholder Meeting.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995

We caution that any forward-looking statements (as such term is defined in the U.S. Private Securities Litigation Reform Act of 1995) contained in this press release or made by us, our management, or our spokespeople involve risks and uncertainties and are subject to change based on various factors, many of which are beyond our control. Accordingly, our future performance and financial results may differ materially from those expressed or implied in any such forward-looking statements, and any future performance or financial results expressed or implied by such forward-looking statements are not guarantees of future performance. Forward-looking statements include, without limitation, statements regarding our future operating results, the implementation and impact of our strategic plans, and our ability to meet environmental, social, and governance goals. Words such as “estimate,” “commit,” “will,” “target,” “goal,” “project,” “plan,” “believe,” “seek,” “strive,” “expect,” “anticipate,” “intend,” “continue,” “potential” and any similar expressions are intended to identify forward-looking statements. Risks associated with the following factors, among others, could affect our results of operations and financial performance and cause actual results to differ materially from those expressed or implied in any forward-looking statements:

•we may not realize all of the expected benefits of the spin-off from Bath & Body Works, Inc. (f/k/a L Brands, Inc.);

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•general economic conditions, inflation, and changes in consumer confidence and consumer spending patterns;

•market disruptions including pandemics or significant health hazards, severe weather conditions, natural disasters, terrorist activities, financial crises, political crises or other major events, or the prospect of these events;

•our ability to successfully implement our strategic plan;

•difficulties arising from turnover in company leadership or other key positions;

•our ability to attract, develop and retain qualified associates and manage labor-related costs;

•our dependence on traffic to our stores and the availability of suitable store locations on satisfactory terms;

•our ability to successfully operate and expand internationally and related risks;

•the operations and performance of our franchisees, licensees, wholesalers and joint venture partners;

•our ability to successfully operate and grow our direct channel business;

•our ability to protect our reputation and the image and value of our brands;

•our ability to attract customers with marketing, advertising and promotional programs;

•the highly competitive nature of the retail industry and the segments in which we operate;

•consumer acceptance of our products and our ability to manage the life cycle of our brands, remain current with fashion trends, and develop and launch new merchandise, product lines and brands successfully;

•our ability to realize the potential benefits and synergies sought with the acquisition of AdoreMe, Inc.;

•our ability to incorporate artificial intelligence into our business operations successfully and ethically while effectively managing the associated risks;

•our ability to source materials and produce, distribute and sell merchandise on a global basis, including risks related to:

◦political instability and geopolitical conflicts;

◦environmental hazards and natural disasters;

◦significant health hazards and pandemics;

◦delays or disruptions in shipping and transportation and related pricing impacts; and

◦disruption due to labor disputes;

•our geographic concentration of production and distribution facilities in central Ohio and Southeast Asia;

•the ability of our vendors to manufacture and deliver products in a timely manner, meet quality standards and comply with applicable laws and regulations;

•fluctuations in freight, product input and energy costs;

•our and our third-party service providers’ ability to implement and maintain information technology systems and to protect associated data and system availability;

•our ability to maintain the security of customer, associate, third-party and company information;

•stock price volatility;

•shareholder activism matters;

•our ability to maintain our credit rating;

•our ability to comply with regulatory requirements; and

•legal, tax, trade and other regulatory matters.

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Except as may be required by law, we assume no obligation and do not intend to make publicly available any update or other revisions to any of the forward-looking statements contained in this press release to reflect circumstances existing after the date of this press release or to reflect the occurrence of future events, even if experience or future events make it clear that any expected results expressed or implied by those forward-looking statements will not be realized. Additional information regarding these and other factors can be found in “Item 1A. Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 22, 2024.

For further information, please contact:

Victoria’s Secret & Co.:
Investor Relations:						Media Relations:
Kevin Wynk						Brooke Wilson
[e-mail]						[e-mail]

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Total Net Sales (Millions):

			First Quarter						First Quarter						% Inc/ (Dec)
			2024						2023
Stores - North America			$	729.1					$	785.8					(7.2		%)
Direct			448.8						464.5						(3.4		%)
International1			181.5						157.1						15.6		%
Total			$	1,359.4					$	1,407.4					(3.4		%)

1 - Results include consolidated joint venture sales in China, royalties associated with franchised stores and wholesale sales.

Comparable Sales Increase (Decrease):

			First Quarter						First Quarter
			2024						2023
Stores and Direct1			(5%)						(11%)
Stores Only2			(8%)						(14%)

NOTE: Please refer to our filings with the Securities and Exchange Commission for further discussion regarding our comparable sales calculation.

1 - Results include company-operated stores in the U.S. and Canada, consolidated joint venture stores in China and direct sales.

2 - Results include company-operated stores in the U.S. and Canada and consolidated joint venture stores in China.

Total Stores:

			Stores at									Stores at
			2/3/24			Opened			Closed			5/4/24
Company-Operated:
U.S.			808			2			(5)			805
Canada			23			—			—			23
Subtotal Company-Operated			831			2			(5)			828
China Joint Venture:
Beauty & Accessories1			34			1			—			35
Full Assortment			36			—			—			36
Subtotal China Joint Venture			70			1			—			71
Partner-Operated:
Beauty & Accessories			307			7			(4)			310
Full Assortment			156			11			(4)			163
Subtotal Partner-Operated			463			18			(8)			473
Adore Me			6			—			—			6
Total			1,370			21			(13)			1,378

1 - Includes fourteen partner-operated stores at 5/4/24.

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VICTORIA'S SECRET & CO.
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
THIRTEEN WEEKS ENDED MAY 4, 2024 AND APRIL 29, 2023
(Unaudited)
(In thousands except per share amounts)
			2024						2023
Net Sales			$	1,359,442					$	1,407,380
Costs of Goods Sold, Buying and Occupancy			(858,127)						(904,986)
Gross Profit			501,315						502,394
General, Administrative and Store Operating Expenses			(475,046)						(474,120)
Operating Income			26,269						28,274
Interest Expense			(21,735)						(22,505)
Other Income			327						3
Income Before Income Taxes			4,861						5,772
Provision for Income Taxes			7,345						1,960
Net Income (Loss)			(2,484)						3,812
Less: Net Income Attributable to Noncontrolling Interest			1,158						3,087
Net Income (Loss) Attributable to Victoria's Secret & Co.			$	(3,642)					$	725
Net Income (Loss) Per Diluted Share Attributable to Victoria's Secret & Co.			$	(0.05)					$	0.01
Weighted Average Shares Outstanding1			77,949						79,671

1 - Reported Weighted Average Shares Outstanding in the first quarter of 2024 reflects basic shares due to the Net Loss.

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VICTORIA'S SECRET & CO.
NON-GAAP FINANCIAL INFORMATION
(Unaudited)
(In thousands except per share amounts)
In addition to our results provided in accordance with GAAP, provided below are non-GAAP financial measures that present operating income, net income attributable to Victoria's Secret & Co. and net income per diluted share attributable to Victoria's Secret & Co. on an adjusted basis, which remove certain non-recurring, infrequent or unusual items that we believe are not indicative of the results of our ongoing operations due to their size and nature. The intangible asset amortization excluded from these non-GAAP financial measures is excluded because the amortization, unlike the related revenue, is not affected by operations of any particular period unless an intangible asset becomes impaired or the estimated useful life of an intangible asset is revised. We use adjusted financial information as key performance measures of our results of operations for the purpose of evaluating performance internally. These non-GAAP measurements are not intended to replace the presentation of our financial results in accordance with GAAP. Instead, we believe that the presentation of adjusted financial information provides additional information to investors to facilitate the comparison of past and present operations. Further, our definition of non-GAAP financial measures may differ from similarly titled measures used by other companies. The table below reconciles the most directly comparable GAAP financial measure to each non-GAAP financial measure.
			First Quarter
			2024						2023
Reconciliation of Reported to Adjusted Operating Income
Reported Operating Income - GAAP			$	26,269					$	28,274
Adore Me Acquisition-related Items (a)			7,053						9,321
Amortization of Intangible Assets (b)			6,284						6,284
Restructuring Charge (c)			—						11,125
Adjusted Operating Income			$	39,606					$	55,004
Reconciliation of Reported to Adjusted Net Income (Loss) Attributable to Victoria's Secret & Co.
Reported Net Income (Loss) Attributable to Victoria's Secret & Co. - GAAP			$	(3,642)					$	725
Adore Me Acquisition-related Items (a)			8,148						10,416
Amortization of Intangible Assets (b)			6,284						6,284
Restructuring Charge (c)			—						11,125
Tax Effect of Adjusted Items			(1,685)						(6,640)
Adjusted Net Income Attributable to Victoria's Secret & Co.			$	9,105					$	21,910
Reconciliation of Reported to Adjusted Net Income (Loss) Per Diluted Share Attributable to Victoria's Secret & Co.
Reported Net Income (Loss) Per Diluted Share Attributable to Victoria's Secret & Co. - GAAP			$	(0.05)					$	0.01
Adore Me Acquisition-related Items (a)			0.10						0.10
Amortization of Intangible Assets (b)			0.06						0.06
Restructuring Charge (c)			—						0.10
Adjusted Net Income Per Diluted Share Attributable to Victoria's Secret & Co.			$	0.12					$	0.28

(a) In the first quarter of 2024, we recognized an $8.1 million pre-tax charge ($8.1 million net of tax of less than $0.1 million), $7.0 million included in general, administrative and store operating expense and $1.1 million included in interest expense, related to the financial impact of purchase accounting items related to the acquisition of Adore Me. In the first quarter of 2023, we recognized a $10.4 million pre-tax charge ($8.2 million net of tax of $2.2 million), $8.6 million included in costs of goods sold, $1.1 million included in interest expense, and $0.7 million included in general, administrative and store operating expense, related to the financial impact of purchase accounting items and professional service costs related to the acquisition of Adore Me.

(b) In both the first quarter of 2024 and 2023, we recognized $6.3 million of amortization expense ($4.7 million net of tax of $1.6 million) included in general, administrative and store operating expense related to the acquisition of Adore Me.

(c) In the first quarter of 2023, we recognized an $11.1 million pre-tax charge ($8.4 million net of tax of $2.7 million), $7.8 million included in general, administrative and store operating expense and $3.3 million included in buying and occupancy expense, related to restructuring activities to continue to reorganize and improve our organizational structure.

Document and Entity Information	Jun. 05, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Jun. 05, 2024
Entity Registrant Name	Victoria's Secret & Co.
Entity Central Index Key	0001856437
Amendment Flag	false
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40515
Entity Tax Identification Number	86-3167653
Entity Address, Address Line One	4 Limited Parkway East
Entity Address, City or Town	Reynoldsburg,
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	43068
City Area Code	614
Local Phone Number	577-7000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 Par Value
Trading Symbol	VSCO
Security Exchange Name	NYSE
Entity Emerging Growth Company	false

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