Document


 

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 6, 2018
___________________________ 
VERA BRADLEY, INC.
(Exact name of registrant as specified in its charter)
___________________________
 
Indiana
 
001-34918
 
27-2935063
(State or Other Jurisdiction
of Incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)
12420 Stonebridge Road,
Roanoke, Indiana
 
46783
(Address of Principal Executive Offices)
 
(Zip Code)
(877) 708-8372
(Registrant’s telephone number, including area code)
None
(Former name, former address and former fiscal year, 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 (see General Instruction A.2. below):
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
 
 
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
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 o
 
 
 
 
 
 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. o

 





The information in Items 2.02 and 9.01 of this Form 8-K is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
Item 2.02 Results of Operations and Financial Condition
On June 6, 2018, Vera Bradley, Inc. issued an earnings press release for the quarterly period ended May 5, 2018. The press release, including attachments, is furnished as Exhibit 99.1 to this report.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits

 






SIGNATURE
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 thereunto duly authorized.
 

 
 
 
 
 
 
 
 
 
Vera Bradley, Inc.
 
 
 
 
(Registrant)
 
 
 
Date: June 6, 2018
 
 
 
/s/ John Enwright
 
 
 
 
John Enwright
Chief Financial Officer





EXHIBIT INDEX
 

Exhibit No.
 
Description
 




Exhibit


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VERA BRADLEY ANNOUNCES FISCAL FIRST QUARTER 2019 RESULTS

First quarter net revenues totaled $86.6 million, in line with guidance

First quarter net loss totaled ($1.4) million, or ($0.04) per diluted share; better than guidance of ($0.08) to ($0.10) net loss per diluted share

Company ended the first quarter with a strong cash and investment position of $132.3 million, no debt, and year-over-year inventories down 18.2% to $86.2 million

Management increases annual diluted EPS guidance range to $0.40 to $0.50 from $0.35 to $0.45


FORT WAYNE, Ind., June 6, 2018 - Vera Bradley, Inc. (Nasdaq: VRA) (“Vera Bradley” or the “Company”) today announced its financial results for the fiscal first quarter ended May 5, 2018.

Comments on First Quarter Performance and Looking Ahead

Robert Wallstrom, Chief Executive Officer, said, “We are pleased that our first quarter results exceeded both expectations and prior year performance, primarily driven by a higher-than-planned gross margin rate, largely due to reduced clearance and improved full-price selling, as well as better-than-expected expense leverage. Revenues were in line with our guidance.”

Wallstrom continued, “Vision 20/20 - our plan to strengthen our brand and Company health by materially reducing clearance and realigning our expense structure - continues to be the driving force behind every action we take. We made excellent progress against our initiatives in the first quarter. We reduced clearance activity in our full-line stores and on verabradley.com by over 75% and increased full-price selling in these two channels in the high-single digit range. We continued to deliver on our SG&A reductions through diligent expense management, and we increased our year-over-year cash and investment balances by over $30 million to $132.3 million.

“A primary goal for fiscal 2019 is to drive brand desirability through product and marketing innovation, and we made substantial progress on these fronts as well.”

“By executing Vision 20/20, we expect that our business and brand will become healthier, operating performance will improve, and cash flows will remain strong over the next three years. We are laying the foundation of the future growth of the business,” Wallstrom concluded.

Summary of First Quarter Financial Performance

Net revenues totaled $86.6 million for the current year first quarter ended May 5, 2018, compared to $96.1 million for the prior year first quarter ended April 29, 2017. Revenues were in line with the Company’s guidance range of $84 million to $89 million.

For the current year first quarter, the Company posted a net loss of ($1.4) million, or ($0.04) per diluted share. For the prior year first quarter, the Company posted a net loss of ($4.0) million, or ($0.11) per diluted share. The results for the prior year first quarter included $0.8 million of after-tax severance charges. On a non-GAAP basis, excluding these charges, the Company’s net loss totaled ($3.2) million, or ($0.09) per diluted share.









First Quarter Details

The non-GAAP prior year first quarter income statement numbers referenced below exclude the previously disclosed severance charges.

Current year first quarter Direct segment revenues totaled $65.5 million, a 4.8% decrease from $68.8 million in the prior year first quarter. Comparable sales (including e-commerce) decreased 8.5% for the quarter (reflecting a 3.8% decline in comparable store sales and a 21.0% decrease in e-commerce sales), which was partially offset by new store growth (the Company opened one full-line pop-up and seven factory outlet stores during the past 12 months). As expected, first quarter comparable sales (particularly on verabradley.com) were negatively impacted by the previously mentioned reduction in clearance activity. Full-price selling in the Company’s full-line stores and on verabradley.com increased in the high-single digit range for the quarter.
  
Indirect segment revenues decreased 22.9% to $21.1 million from $27.3 million in the prior year first quarter, reflecting a reduction in orders from both specialty accounts and certain key accounts.

Gross profit for the quarter totaled $48.6 million, or 56.1% of net revenues, compared to $52.7 million, or 54.8% of net revenues, in the prior year first quarter. The year-over-year 130 basis point gross profit percentage improvement primarily related to reduced clearance activity and increased full-price selling on verabradley.com and in the Company’s full-line stores, channel mix changes, a reduction in product cost, and freight savings; these improvements were partially offset by flash sale activity on the Company’s online outlet site and increased promotional activity at the Company’s factory outlet stores. The gross profit percentage was meaningfully better than guidance of approximately 54.8% primarily due to better-than-expected full-price selling on verabradley.com and in the full-line stores.

Selling, General, and Administrative (“SG&A”) expense totaled $50.7 million, or 58.6% of net revenues, in the current year first quarter, compared to $57.8 million, or 60.1% of net revenues, in the prior year first quarter. On a non-GAAP basis, excluding severance charges, SG&A expense totaled $56.4 million, or 58.7% of net revenues, in the prior year first quarter. SG&A expenses were slightly lower than the guidance range of $51 to $53 million due to timing of expenses and careful expense management.

The Company’s operating loss totaled ($1.9) million, or (2.2%) of net revenues, in the current year first quarter, compared to an operating loss of ($4.8) million, or (5.0%) of net revenues, in the prior year first quarter. On a non-GAAP basis, excluding severance charges, the Company’s operating loss totaled ($3.5) million, or (3.6%) of net revenues, in the prior year first quarter.

By segment, Direct operating income was $7.3 million, or 11.1% of net revenues, compared to $6.8 million, or 9.9% of net revenues, in the prior year, and Indirect operating income was $8.3 million, or 39.3% of net revenues, compared to $9.4 million, or 34.6% of net revenues, in the prior year.

Balance Sheet

Net capital spending for the first quarter totaled $3.7 million.

Cash, cash equivalents, and investments as of May 5, 2018 totaled $132.3 million compared to $101.4 million at the end of last year’s first quarter. The Company had no debt outstanding at quarter end.

Quarter-end inventory was $86.2 million compared to $105.4 million last year and at the low end of guidance of $85 million to $95 million.

Second Quarter and Fiscal Year 2019 Outlook

All numbers referenced below are non-GAAP. Prior year non-GAAP numbers exclude the previously disclosed severance charges, store impairment charges, strategic plan consulting fees, tax reform legislation charge, and other charges. The current year non-GAAP estimates below exclude similar charges.

For the second quarter of fiscal 2019, the Company expects:
Net revenues of $111 to $116 million compared to prior year second quarter revenues of $112.4 million. This estimate reflects the movement of approximately $6 million in revenues to the second quarter this year from the third quarter last year, related to promotional event timing shifts.





A gross profit percentage of flat to slightly down compared to 56.3% in the prior year second quarter. The gross profit rate may be down slightly due to promotional event shifts into the second quarter from the third quarter last year.
SG&A expense of $55.0 to $57.0 million compared to adjusted SG&A expense of $55.9 million in the prior year second quarter. The SG&A estimate reflects expense management and implementation of Vision 20/20 savings, offset by the timing of certain SG&A expenses (primarily marketing) expected to shift into the second quarter this year.
Diluted earnings per share of $0.15 to $0.17, based on diluted weighted-average shares outstanding of 35.7 million and an effective tax rate of 25.0%. The previously mentioned event shifts equate to incremental income of approximately $0.07 per diluted share in the current year second quarter. On a non-GAAP basis, excluding charges, adjusted net income totaled $4.6 million, or $0.13 per diluted share, in the prior year second quarter.
Inventory of $85 to $95 million at the end of the second quarter, compared to $104.1 million at the end of last year’s second quarter.

For fiscal 2019, Company’s updated expectations are as follows:
Net revenues of $405 to $422 million compared to $454.6 million in fiscal 2018.
A gross profit percentage of 56.3% to 56.6% compared to the adjusted gross profit percentage of 56.1% in fiscal 2018. The gross profit percentage should be boosted by reduced reliance on clearance selling and lower product costs, partially offset by channel mix changes and expected overhead deleverage due to lower inventory levels.
SG&A expense of $210 to $215 million compared to adjusted SG&A expense of $221.4 million in fiscal 2018, reflecting expense management and implementation of Vision 20/20 savings.
Diluted earnings per share of $0.40 to $0.50, based on diluted weighted-average shares outstanding of 35.7 million and an effective tax rate of 25.0%. Excluding charges, adjusted diluted earnings per share totaled $0.60 last year.
Net capital spending of approximately $10 million compared to $11.8 million in the prior year.

The prior fiscal year contained an extra (53rd) week. Management estimates that the additional week contributed approximately $4.1 million in net revenues and increased diluted earnings per share by approximately $0.01 for fiscal 2018.

Disclosure Regarding Non-GAAP Measures

The Company's management does not, nor does it suggest that investors should, consider the supplemental non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). Further, the non-GAAP measures utilized by the Company may be unique to the Company, as they may be different from non-GAAP measures used by other companies.
The Company believes that the non-GAAP measures presented in this earnings release, including prior year selling, general, and administrative expenses; operating loss; net loss and diluted loss per share, along with the associated percentages of net revenues, are helpful to investors because they allow for a more direct comparison of the Company’s year-over-year performance and are consistent with management’s evaluation of business performance. A reconciliation of the non-GAAP measures to the most directly comparable GAAP measures can be found in the Company’s supplemental schedules included in this earnings release.

Call Information

A conference call to discuss results for the first quarter is scheduled for today, Wednesday, June 6, 2018, at 9:30 a.m. Eastern Time. A broadcast of the call will be available via Vera Bradley’s Investor Relations section of its website, www.verabradley.com. Alternatively, interested parties may dial into the call at (888) 397-5350, and enter the access code 6861602. A replay will be available shortly after the conclusion of the call and remain available through June 20, 2018. To access the recording, listeners should dial (844) 512-2921, and enter the access code 6861602.

About Vera Bradley

Vera Bradley is a leading designer of women’s handbags, luggage and travel items, fashion and home accessories, and unique gifts.  Founded in 1982 by friends Barbara Bradley Baekgaard and Patricia R. Miller, the brand’s innovative designs, iconic patterns, and brilliant colors continue to inspire and connect women unlike any other brand in the global marketplace. 

Vera Bradley offers a unique, multi-channel sales model as well as a focus on service and a high level of customer engagement. The Company sells its products through two reportable segments: Direct and Indirect. The Direct business consists of sales of Vera Bradley products through the Company’s full-line and factory outlet stores in the United States, verabradley.com, the Company’s online outlet site, eBay, and its annual outlet sale in Fort Wayne, Indiana. The Indirect business consists of sales of Vera Bradley products to approximately 2,400 specialty retail locations, substantially all of which are located in the United





States, as well as select department stores, national accounts, third party e-commerce sites, third-party inventory liquidators, and royalties recognized through licensing agreements.

The Company’s commitment to bringing more beauty into women’s lives includes its dedication to breast cancer research through the Vera Bradley Foundation for Breast Cancer.

Website Information

We routinely post important information for investors on our website www.verabradley.com in the "Investor Relations" section. We intend to use this webpage as a means of disclosing material, non-public information and for complying with our disclosure obligations under Regulation FD. Accordingly, investors should monitor the Investor Relations section of our website, in addition to following our press releases, SEC filings, public conference calls, presentations and webcasts. The information contained on, or that may be accessed through, our webpage is not incorporated by reference into, and is not a part of, this document.

Vera Bradley Safe Harbor Statement

Certain statements in this release are "forward-looking statements" made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect the Company's current expectations or beliefs concerning future events and are subject to various risks and uncertainties that may cause actual results to differ materially from those that we expected, including: possible adverse changes in general economic conditions and their impact on consumer confidence and spending; possible inability to predict and respond in a timely manner to changes in consumer demand; possible loss of key management or design associates or inability to attract and retain the talent required for our business; possible inability to maintain and enhance our brand; possible inability to successfully implement Vision 20/20; possible inability to successfully implement our long-term strategic plan; possible inability to successfully open new stores, close targeted stores, and/or operate current stores as planned; adverse changes in the cost of raw materials and labor used to manufacture our products; possible adverse effects resulting from a significant disruption in our single distribution facility; and possible ramifications from the payment card incident disclosed in October 2016. More information on potential factors that could affect the Company’s financial results is included from time to time in the “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of the Company’s public reports filed with the SEC, including the Company’s Form 10-K for the fiscal year ended February 3, 2018. We undertake no obligation to publicly update or revise any forward-looking statement. Financial schedules are attached to this release.

CONTACTS:
Investors:
Julia Bentley, VP of Investor Relations and Communications
jbentley@verabradley.com
(260) 207-5116

Media:    
877-708-VERA (8372)























Vera Bradley, Inc.
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
 
 
May 5,
2018
 
February 3,
2018
 
April 29,
2017
Assets
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
Cash and cash equivalents
 
$
61,403

 
$
68,751

 
$
74,400

Short-term investments
 
59,892

 
54,150

 
9,489

Accounts receivable, net
 
17,523

 
15,566

 
22,693

Inventories
 
86,188

 
87,838

 
105,421

Income taxes receivable
 
4,575

 
4,391

 
5,722

Prepaid expenses and other current assets
 
10,895

 
11,327

 
11,579

Total current assets
 
240,476

 
242,023

 
229,304

Property, plant, and equipment, net
 
86,411

 
86,463

 
100,566

Long-term investments
 
10,992

 
15,515

 
17,519

Deferred income taxes
 
5,437

 
5,385

 
12,672

Other assets
 
1,183

 
1,283

 
2,222

Total assets
 
$
344,499

 
$
350,669

 
$
362,283

Liabilities and Shareholders’ Equity
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
Accounts payable
 
$
13,373

 
$
13,503

 
$
25,705

Accrued employment costs
 
6,181

 
13,616

 
10,743

Other accrued liabilities
 
13,850

 
12,343

 
18,667

Income taxes payable
 
906

 
812

 
681

Total current liabilities
 
34,310

 
40,274

 
55,796

Long-term liabilities
 
25,494

 
25,112

 
27,243

Total liabilities
 
59,804

 
65,386

 
83,039

Shareholders’ equity:
 
 
 
 
 
 
Additional paid-in-capital
 
91,569

 
91,192

 
89,438

Retained earnings
 
269,867

 
270,783

 
259,718

Accumulated other comprehensive loss
 
(163
)
 
(114
)
 
(43
)
Treasury stock
 
(76,578
)
 
(76,578
)
 
(69,869
)
Total shareholders’ equity
 
284,695

 
285,283

 
279,244

Total liabilities and shareholders’ equity
 
$
344,499

 
$
350,669

 
$
362,283






Vera Bradley, Inc.
Condensed Consolidated Statements of Income
(in thousands, except per share amounts)
(unaudited)
 
 
Thirteen Weeks Ended
 
 
May 5,
2018
 
April 29,
2017
Net revenues
 
$
86,591

 
$
96,135

Cost of sales
 
37,975

 
43,435

Gross profit
 
48,616

 
52,700

Selling, general, and administrative expenses
 
50,705

 
57,771

Other income
 
177

 
267

Operating loss
 
(1,912
)
 
(4,804
)
Interest income, net
 
(243
)
 
(39
)
Loss before income taxes
 
(1,669
)
 
(4,765
)
Income tax benefit
 
(299
)
 
(716
)
Net loss
 
$
(1,370
)
 
$
(4,049
)
Basic weighted-average shares outstanding
 
35,532

 
36,235

Diluted weighted-average shares outstanding
 
35,532

 
36,235

 
 
 
 
 
Basic net loss per share
 
$
(0.04
)
 
$
(0.11
)
Diluted net loss per share
 
$
(0.04
)
 
$
(0.11
)





Vera Bradley, Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
 
 
Thirteen Weeks Ended
 
 
May 5,
2018
 
April 29,
2017
Cash flows from operating activities
 
 
 
 
Net loss
 
$
(1,370
)
 
$
(4,049
)
Adjustments to reconcile net loss to net cash used in operating activities:
 
 
 
 
Depreciation of property, plant, and equipment
 
4,156

 
4,948

Provision for doubtful accounts
 
120

 
162

Stock-based compensation
 
899

 
1,278

Deferred income taxes
 
(210
)
 
867

Cash gain on investments
 

 
152

Other non-cash charges (gain), net
 
35

 
(19
)
Changes in assets and liabilities:
 
 
 
 
Accounts receivable
 
(1,417
)
 
458

Inventories
 
1,399

 
(3,138
)
Prepaid expenses and other assets
 
532

 
(748
)
Accounts payable
 
(123
)
 
(6,040
)
Income taxes
 
(90
)
 
(2,332
)
Accrued and other liabilities
 
(5,777
)
 
(1,476
)
Net cash used in operating activities
 
(1,846
)
 
(9,937
)
Cash flows from investing activities
 
 
 
 
Purchases of property, plant, and equipment
 
(3,677
)
 
(3,362
)
Purchases of investments
 
(5,804
)
 
(26,975
)
Proceeds from maturities and sales of investments
 
4,505

 
30,000

Net cash used in investing activities
 
(4,976
)
 
(337
)
Cash flows from financing activities
 
 
 
 
Tax withholdings for equity compensation
 
(522
)
 
(579
)
Repurchase of common stock
 

 
(1,116
)
Net cash used in financing activities
 
(522
)
 
(1,695
)
Effect of exchange rate changes on cash and cash equivalents
 
(4
)
 
(6
)
Net decrease in cash and cash equivalents
 
(7,348
)
 
(11,975
)
Cash and cash equivalents, beginning of period
 
68,751

 
86,375

Cash and cash equivalents, end of period
 
$
61,403

 
$
74,400

Supplemental disclosure of cash flow information
 
 
 
 
Cash (received) paid for income taxes, net
 
$
(10
)
 
$
522

Supplemental disclosure of non-cash activity
 
 
 
 
Non-cash operating, investing, and financing activities
 
 
 
 
Repurchase of common stock
 
 
 
 
Expenditures incurred but not yet paid as of May 5, 2018 and April 29, 2017
 
$

 
$
83

Expenditures incurred but not yet paid as of February 3, 2018 and January 28, 2017
 
$

 
$

Purchases of property, plant, and equipment
 
 
 
 
Expenditures incurred but not yet paid as of May 5, 2018 and April 29, 2017
 
$
1,610

 
$
2,780

Expenditures incurred but not yet paid as of February 3, 2018 and January 28, 2017
 
$
1,183

 
$
2,204






Vera Bradley, Inc.
First Quarter Fiscal 2019
GAAP to Non-GAAP Reconciliation Thirteen Weeks Ended May 5, 2018
(in thousands, except per share amounts)
(unaudited)
 
 
Thirteen Weeks Ended
 
 
As Reported
 
Other Items1
 
Non-GAAP (Excluding Items)
Selling, general, and administrative expenses
 
$
50,705

 
$

 
$
50,705

Operating loss
 
(1,912
)
 

 
(1,912
)
Loss before income taxes
 
(1,669
)
 

 
(1,669
)
Income tax benefit
 
(299
)
 

 
(299
)
Net loss
 
(1,370
)
 

 
(1,370
)
Diluted net loss per share
 
$
(0.04
)
 
$

 
$
(0.04
)
 
 
 
 
 
 
 
Direct segment operating income
 
$
7,290

 
$

 
$
7,290

Indirect segment operating income
 
$
8,284

 
$

 
$
8,284

Unallocated corporate expenses
 
$
(17,486
)
 
$

 
$
(17,486
)
 
 
 
 
 
 
 
1There were no Other Items identified during the first quarter of fiscal 2019








Vera Bradley, Inc.
First Quarter Fiscal 2018
GAAP to Non-GAAP Reconciliation Thirteen Weeks Ended April 29, 2017
(in thousands, except per share amounts)
(unaudited)


 
 
Thirteen Weeks Ended
 
 
As Reported
 
Other Items1
 
Non-GAAP (Excluding Items)
Selling, general, and administrative expenses
 
$
57,771

 
$
1,325

 
$
56,446

Operating loss
 
(4,804
)
 
(1,325
)
 
(3,479
)
Loss before income taxes
 
(4,765
)
 
(1,325
)
 
(3,440
)
Income tax benefit
 
(716
)
 
(487
)
 
(229
)
Net loss
 
(4,049
)
 
(838
)
 
(3,211
)
Diluted net loss per share
 
$
(0.11
)
 
$
(0.02
)
 
$
(0.09
)
 
 
 
 
 
 
 
Direct segment operating income
 
$
6,812

 
$

 
$
6,812

Indirect segment operating income
 
$
9,446

 
$

 
$
9,446

Unallocated corporate expenses
 
$
(21,062
)
 
$
(1,325
)
 
$
(19,737
)
 
 
 
 
 
 
 
1Items are for severance charges