UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): November 2, 2019

RTW RETAILWINDS, INC.
(Exact name of registrant as specified in its charter)

330 West 34^th Street
9^th Floor
New York, New York 10001
(Address of principal executive offices, including  Zip Code)

(212) 884-2000
(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:

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

Emerging growth company ¨ 

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

Item 2.02 Results of Operations and Financial Condition.

On December 5, 2019, RTW Retailwinds, Inc. issued a press release announcing, among other things, its financial results for the third quarter ended November 2, 2019. In addition, the Company published a financial supplement summarizing, among other things, its third quarter ended November 2, 2019 financial results.

The press release and financial supplement are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

SIGNATURES

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

Exhibit 99.1

FINAL: FOR RELEASE

RTW RETAILWINDS, INC. ANNOUNCES 2019 3^rd QUARTER RESULTS

~ Reports Total Sales of $200.1 Million ~

~ eCommerce Business Grew to 36% of Sales from 32% in the Prior Year Quarter ~

~ Reports $65.6 Million in Cash / $1.02 Per Diluted Share with No Debt Outstanding ~

New York, New York — December 5, 2019 — RTW Retailwinds, Inc. [NYSE:RTW], an omni-channel specialty apparel retail platform for powerful celebrity and consumer brands, today announced results for the third quarter of fiscal year 2019 ended November 2, 2019.

Gregory Scott, Chief Executive Office of RTW Retailwinds, said:  “Overall, we were disappointed with our third quarter results as softness in our store channel contributed to our sales decrease and operating loss below our expectations. That said, we continue to make progress against our strategic initiatives, which include growing our multi-brand platform, driving digital growth across all brands, and implementing our Customer First initiative. We are encouraged to report that in the third quarter our Fashion to Figure brand delivered a +55% comp, our total digital businesses across all brands delivered positive comp results and represented 36% of total volume, and we were able to accelerate further our new customer growth. Unfortunately, traffic in our store channel combined with challenges in our denim-based SoHo Jeans sub-brand drove the quarter’s operating loss. The team navigated these headwinds through disciplined inventory management and expense controls and we ended the quarter with lower inventory and with $65.6 million in cash on-hand with no debt. We acknowledge these challenges and are addressing with a sense of urgency.”

Commenting on the fourth quarter, Mr. Scott added, “While our reads in October and early November were above our expectations, our Black Friday performance was disappointing due to traffic in our store channel. We were pleased that our Cyber Monday results delivered record-breaking traffic and sales, which reflects the continued bifurcation of our positive digital growth and our traffic headwinds in stores. In addition, we anticipate improving margin rate over the prior year period reflecting our merchandise strategies. Finally, we expect to drive positive growth across our digital businesses and Fashion to Figure brand in the fourth quarter.”

For the third quarter of fiscal year 2019, the Company reported the following:

Other Financial and Operational Highlights for the Third Quarter of Fiscal Year 2019:

Outlook:

For the fourth quarter of fiscal year 2019 the Company continues to expect to move forward with its strategic initiatives driving digital growth across all brands with its Customer First strategy. The Company also continues to expect pressure on brick-and-mortar sales given traffic headwinds and a highly promotional retail environment. In light of these ongoing investments in the future and retail industry trends, we expect the following for the fourth quarter of fiscal year 2019:

Additional Outlook:

Comparable Store Sales:

A store is included in the comparable store sales calculation after it has completed 13 full fiscal months of operations from the store's opening date or once it has been reopened after remodeling if the gross square footage did not change by more than 20%. Sales from the Company's eCommerce stores, and private label credit card royalties and related revenue are included in comparable store sales. In addition, in a year with 53 weeks, sales in the last week of the year are not included in determining comparable store sales.

Conference Call Information

A conference call to discuss third quarter results is scheduled for today, Thursday, December 5, 2019 at 4:30 p.m. Eastern Time. Investors and analysts interested in participating in the call are invited to dial (877) 407-0784 and reference conference ID number 13695903 approximately ten minutes prior to the start of the call. The conference call will also be webcast live at www.nyandcompany.com. A replay of this call will be available at 7:30 p.m. Eastern Time on December 5, 2019 until 11:59 p.m. Eastern Time on December 12, 2019 and can be accessed by dialing (844) 512-2921 and entering conference ID number 13695903.

As a supplement to this press release, slides with information regarding the third quarter results and outlook for fourth quarter 2019 will also be available at: www.nyandcompany.com at approximately 4:20 p.m. Eastern Time on Thursday, December 5, 2019.

About RTW Retailwinds

RTW Retailwinds, Inc. (together with its subsidiaries, the "Company") is a specialty women's omni-channel and digitally enabled retailer with a powerful multi-brand lifestyle platform providing curated fashion solutions that are versatile, on-trend, and stylish at a great value. The specialty retailer, first incorporated in 1918, has grown to now operate 414 retail and outlet locations in 35 states while also growing a substantial eCommerce business. The Company's portfolio includes branded merchandise from New York & Company, Fashion to Figure, and Happy x Nature, and collaborations with Eva Mendes, Gabrielle Union and Kate Hudson. The Company's branded merchandise is sold exclusively at its retail locations and online at www.nyandcompany.com, www.fashiontofigure.com, www.happyxnature.com, and through its rental subscription businesses at www.nyandcompanycloset.com and www.fashiontofigurecloset.com. Additionally, certain product, press releases and SEC filing information concerning the Company are available at the Company's website: www.nyandcompany.com.

Investor Relations Contact:

ICR, Inc.

(203) 682-8200

Allison Malkin

Forward-looking Statements

This press release contains certain forward-looking statements, including statements made within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Some of these statements can be identified by terms and phrases such as “expect,” “anticipate,” “believe,” “intend,” “estimate,” “continue,” “could,” “may,” “plan,” “project,” “predict,” and similar expressions and references to assumptions that the Company believes are reasonable and relate to its future prospects, developments and business strategies. Such statements, including information under “Outlook” and “Additional Outlook” above, are subject to various risks and uncertainties that could cause actual results to differ materially. These include, but are not limited to: (i) the Company’s dependence on mall traffic for its sales and the continued reduction in the volume of mall traffic; (ii) the Company’s ability to anticipate and respond to fashion trends; (iii) the impact of general economic conditions and their effect on consumer confidence and spending patterns; (iv) changes in the cost of raw materials, distribution services or labor; (v) the potential for economic conditions to negatively impact the Company's merchandise vendors and their ability to deliver products; (vi) the Company’s ability to open and operate stores successfully; (vii) seasonal fluctuations in the Company’s business; (viii) competition in the Company’s market, including promotional and pricing competition; (ix) the Company’s ability to retain, recruit and train key personnel; (x) the Company’s reliance on third parties to manage some aspects of its business; (xi) the Company’s reliance on foreign sources of production; (xii) the Company’s ability to protect its trademarks and other intellectual property rights; (xiii) the Company’s ability to maintain, and its reliance on, its information technology infrastructure; (xiv) the effects of government regulation; (xv) the control of the Company by its largest shareholder and any potential change of ownership of the Company including the shares held by its largest shareholder; (xvi) the impact of tariff increases or new tariffs; and (xvii) other risks and uncertainties as described in the Company’s documents filed with the SEC, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to revise the forward-looking statements included in this press release to reflect any future events or circumstances.

Exhibit (1)

RTW Retailwinds, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)

Exhibit (2)

RTW Retailwinds, Inc. and Subsidiaries
Condensed Consolidated Statements of Operations
(Unaudited)

Exhibit (3)

RTW Retailwinds, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets

Exhibit (4)

RTW Retailwinds, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows

(Unaudited)

Exhibit (5)

RTW Retailwinds, Inc. and Subsidiaries
Reconciliation of GAAP to non-GAAP Financial Measures

(Unaudited)

A reconciliation of the Company’s GAAP operating income (loss) to non-GAAP adjusted operating income (loss) is indicated below. Adjusted operating income (loss) is being presented because it is a key measure used by the Company’s management and board of directors to understand and evaluate the Company’s core operating performance and trends, to prepare the financial budget and to develop short and long-term operational plans. In particular, the exclusion of certain expenses in calculating adjusted operating income (loss) can provide a useful measure for period-to-period comparisons of the Company’s core business. Accordingly, the Company believes that adjusted operating income (loss) provides useful information to investors and others in understanding and evaluating the Company’s operating results in the same manner as the Company’s management and its board of directors. This non-GAAP financial information should be considered in addition to, not as a substitute for or as being superior to, measures of financial performance prepared in accordance with GAAP.

Exhibit 99.2

Q3 2019 Earnings Presentation December 5, 2019 1

Cautionary Statement Regarding Forward Looking Statements This presentation contains forward-looking statements, including statements made within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Some of these statements can be identified by terms and phrases such as “expect,” “anticipate,” “believe,” “intend,” “estimate,” “continue,” “could,” “may,” “plan,” “project,” “predict,” and similar expressions and references to assumptions that the Company believes are reasonable and relate to its future prospects, developments and business strategies. Such statements are subject to various risks and uncertainties that could cause actual results to differ materially. These include, but are not limited to: (i) the Company’s dependence on mall traffic for its sales and the continued reduction in the volume of mall traffic; (ii) the Company’s ability to anticipate and respond to fashion trends; (iii) the impact of general economic conditions and their effect on consumer confidence and spending patterns; (iv) changes in the cost of raw materials, distribution services or labor; (v) the potential for economic conditions to negatively impact the Company's merchandise vendors and their ability to deliver products; (vi) the Company’s ability to open and operate stores successfully; (vii) seasonal fluctuations in the Company’s business; (viii) competition in the Company’s market, including promotional and pricing competition; (ix) the Company’s ability to retain, recruit and train key personnel; (x) the Company’s reliance on third parties to manage some aspects of its business; (xi) the Company’s reliance on foreign sources of production; (xii) the Company’s ability to protect its trademarks and other intellectual property rights; (xiii) the Company’s ability to maintain, and its reliance on, its information technology infrastructure; (xiv) the effects of government regulation; (xv) the control of the Company by its sponsors and any potential change of ownership of those sponsors; (xvi) the impact of tariff increases or new tariffs; and (xvii) other risks and uncertainties as described in the Company’s documents filed with the SEC, including its most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. The Company undertakes no obligation to revise the forward-looking statements included in this press release to reflect any future events or circumstances. 2

RTW Retailwinds will be the premier incubator of lifestyle brands, leveraging expertise in celebrity, digital, customer, real estate, operations, and inventory optimization to identify accretive brand, customer, and profit opportunities. 3 T H EO P P O R T U N I T Y

I N D I G I TA L Maximize opportunities to leverage existing customers and acquire new customers to the multi-brand portfolio. Develop capabilities to leverage customer and data analytics, enhanced with investments in digital experience. Capture the full benefit of multi-brand structure and synergies. Accelerate product newness across all brands. 4 I N V E S T A N D D ATA D R I V E C U S T O M E R A C Q U I S I T I O N F U E L B R A N D I N N O VAT I O N H A R N E S S T H E P O W E R O F M U LT I - B R A N D R T WR E T A I L W I N D SS T R A T E G I CP R I O R I T I E S

5 T H I R DQ U A R T E R2 0 1 9 R E S U L T S

• Positive Digital comp growth, supported with double digit traffic increases and positive comp performance across all brands • Positive comp increase in new customer counts, supported by re-allocated marketing spend to acquisition channels • Celebrity growth continued to expand by double digit comp growth, representing nearly 10% of the business enhanced with margin growth • Expansion of Fashion to Figure, delivered +55% comp and nearly doubled brand’s eCommerce volume due to ongoing implementation of strategic plan • Expanded our digitally native brand Happy x Nature, Kate Hudson’s first ready-to-wear line • Launched Customer First Initiative, transforming our marketing efforts to be customer led, data driven, and creative optimized • Approximately $66 million in cash on-hand or $1.02 per share, with no debt 6 T H I R DQ U A R T E R2 0 1 9K E YA C H I E V E M E N T S

• • • • (4.0%) comparable store sales decrease, compared to the prior year’s 0.2% comp increase (460) basis point decline in gross profit, to 27.8% compared to the prior year’s 32.4%. ($12.1 million) in operating loss, compared to operating income in the prior year of $1.6 million. ($0.18) loss per diluted share, compared to the prior year’s $0.03 earnings per diluted share. Diluted (Loss) Earnings Per Share Operating (Loss) Income Net Sales $210.8M $1.6M $0.03 Q3 2019 Q3 2018 $(12.1)M ($0.18) 7 Q3 2019 Q3 2018 $200.1M Q3 2019 Q3 2018 T H I R DQ U A R T E R2 0 1 9 F I N A N C I A LP E R F O R M A N C E

 Q3 2019 Guidance Net Sales Down LSD to MSD percentage Comparable Sales Down LSD to MSD percentage Gross Margin Down slightly Selling, General, and Administrative Increase by approx. $2M Operating Income (Loss) Modest loss, excl. one-time charges 8 2019 Results Meet, $200.1M Meet, (4.0%) Miss, (460) basis points Meet, $67.7M Miss, ($7.5M) 2018 $210.8M 0.2% 32.4% $66.8M $1.6M T H I R DQ U A R T E R2 0 1 9 F I N A N C I A LP E R F O R M A N C E

Store Count eCommerce Mix FY'09 FY'10 FY'11 FY'12 FY'13 FY'14 FY'15 FY'16 FY'17 FY'18 Sale s ($M ) Com p% EOY Store Count e Com m e rce M ix% Gros s Profit % Non-GAAP Ope rating Incom e /(Los s ) ($M ) $1,007 (11.8%) 576 4% 25.1% ($21,551) $1,022 1.6% 555 5% 22.8% ($47,576) $956 (3.3%) 532 7% 23.2% ($35,769) $962 0.1% 519 8% 27.1% ($2,072) $939 1.1% 507 9% 28.1% $3,075 $923 (1.0%) 504 12% 27.1% ($6,445) $950 3.1% 490 20% 27.9% ($286) $929 (0.7%) 466 24% 28.4% ($9,656) $927 1.0% 432 28% 30.5% $7,698 $893 0.4% 411 30% 31.2% $10,228 9 576 555 432 28% 411 30% 4% 5% 532 7% 519 8% 507 9% 504 12% 490 20% 466 24% H I S T O R I C A LA N N U A LP E R F O R M A N C E

10 Q 42 0 1 9O U T L O O K

• Transforming to RTW, supported with an organization designed to support a multi-brand portfolio • Growing our celebrity collaborations to deliver differentiated customer experiences • Increasing brand awareness and engagement, with a focus on new customer acquisition and retention • Introducing and expanding digitally native brand Happy x Nature, Kate Hudson’s first ready-to-wear collection, which launched in April 2019 • Launching Customer First Initiative, transforming our marketing efforts to be customer led, data driven, and creative optimized • Growing our digital channel across all brands, driving higher profitability from omni-channel programs • Expanding Fashion to Figure by growing eCommerce channel • Optimizing our real estate, with store rationalization and select openings in premier centers 11 F O U R T HQ U A R T E R2 0 1 9S T R A T E G I CI N I T I A T I V E S

Net Sales Comparable Sales Gross Margin Selling, General, and Administrative Operating Loss 1SG&A includes incremental costs related to the Company’s new businesses and investments in strategic business initiatives 2Guidance provided as of December 5, 2019 12 Q4 2018 2019 Guidance $247.3M (1.5%) 28.8% $72.9M $(1.6M) Down mid single-digit to upper single-digit percentage Down mid single-digit percentage Down slightly up to 150 bps Increase slightly Loss $4M to $8M F O U R T HQ U A R T E R2 0 1 9G U I D A N C E

A P P E N D I X 13

Q3 P&L Summary 2019 % of Sales 2018 % of Sales Net Sales $ 200,117 $ 210,758 Comp% (4.0%) 0.2% Gross Profit $ 55,598 27.8% $ 68,375 32.4% SG&A Expense $ 67,664 33.8% $ 66,802 31.7% Operating (Loss) Income $ (12,066) (6.0%) $ 1,573 0.7% Net (Loss) Income $ (11,649) (5.8%) $ 1,725 0.8% (Loss) Earnings Per Diluted Share $ (0.18) $ 0.03 Weighted Average Diluted Shares Outstanding 64,420 66,289 14 T H I R DQ U A R T E R2 0 1 9P & LS U M M A R Y

Q3 YTD P&L Summary 2019 % of Sales 2018 % of Sales Net Sales $ 602,974 $ 645,957 Comp% (4.7%) 1.2% Gross Profit $ 177,875 29.5% $ 207,710 32.2% SG&A Expense $ 199,964 33.2% $ 199,605 30.9% Operating (Loss) Income $ (22,089) (3.7%) $ 8,105 1.3% Net (Loss) Income $ (21,388) (3.5%) $ 7,878 1.2% (Loss) Earnings Per Diluted Share $ (0.33) $ 0.12 Weighted Average Diluted Shares Outstanding 64,317 65,979 15 Q 3Y T D2 0 1 9P & LS U M M A R Y

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