Vera Bradley Designs, Inc
Vera Bradley, Inc. (Form: 10-Q, Received: 12/12/2013 16:31:15)
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
  ___________________________ 
FORM 10-Q
___________________________ 
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended November 2, 2013
OR
 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Transition Period From                      to                     
Commission File Number: 001-34918
 
___________________________ 
VERA BRADLEY, INC.
(Exact name of registrant as specified in its charter)
  ___________________________ 
 
Indiana
 
27-2935063
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
2208 Production Road,
Fort Wayne, Indiana
 
46808
(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)
 ___________________________ 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x     No   ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes   x     No   ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer
 
¨
  
Accelerated filer
 
x
 
 
 
 
 
 
 
Non-accelerated filer
 
¨   (Do not check if a smaller reporting company)
  
Smaller reporting company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨     No   x
The registrant had 40,606,731 shares of its common stock outstanding as of December 12, 2013 .
 




TABLE OF CONTENTS
 
 
 
 
 
Item 1.
 
 
 
 
 
4

 
 
 
 

 
 
 
 
Consolidated Statements of Comprehensive Income for the Thirteen and Thirty-Nine Weeks Ended November 2, 2013, and October 27, 2012

 
 
 
 
Consolidated Statements of Cash Flows for the Thirty-Nine Weeks Ended November 2, 2013, and October 27, 2012

 
 
 
 

 
 
 
Item 2.

 
 
 
Item 3.

 
 
 
Item 4.

 
 
 
 
 
 
Item 1A.

 
 
 
Item 6.



2


FORWARD-LOOKING STATEMENTS
This report contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical or current fact included in this report are forward-looking statements. Forward-looking statements refer to our current expectations and projections relating to our financial condition, results of operations, plans, objectives, strategies, 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,” “plan,” “intend,” “believe,” “may,” “might,” “will,” “should,” “can have,” and “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. For example, all statements we make relating to our estimated and projected earnings, revenues, costs, expenditures, cash flows, growth rates, and financial results, our plans and objectives for future operations, growth, initiatives, or strategies, or the expected outcome or impact of pending or threatened litigation are forward-looking statements. All forward-looking statements are subject to 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 consumer 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 our growth strategies or manage our growing business;
possible inability to successfully open and operate new stores as planned;
possible inability to sustain levels of comparable-store sales; and
possible adverse changes in the cost of raw materials and labor used to manufacture our products.
We derive many of our forward-looking statements from our operating plans and forecasts, which are based upon detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is difficult to predict the impact of known factors, and it is impossible for us to anticipate all factors that could affect our actual results.
For a discussion of these risks and other risks and uncertainties that could cause actual results to differ materially from those contained in our forward-looking statements, please refer to “Risk Factors” in Item 1A of our Annual Report on Form 10-K for the fiscal year ended February 2, 2013 .
We caution you that the risks and uncertainties identified by us may not be all of the factors that are important to you. Furthermore, the forward-looking statements included in this report are made only as of the date hereof. We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information, future events, or otherwise, except as required by law.


3


PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Vera Bradley, Inc.
Consolidated Balance Sheets
(in thousands)
(unaudited)
 
 
 
November 2,
2013
 
February 2,
2013
Assets
 
 
 
 
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
13,712

 
$
9,603

Accounts receivable, net
 
42,922

 
34,811

Inventories
 
150,512

 
131,562

Income taxes receivable
 
1,632

 

Prepaid expenses and other current assets
 
9,964

 
11,016

Deferred income taxes
 
12,373

 
11,348

Total current assets
 
231,115

 
198,340

Property, plant, and equipment, net
 
81,969

 
77,211

Other assets
 
1,289

 
1,768

Total assets
 
$
314,373

 
$
277,319

Liabilities and Shareholders’ Equity
 
 
 
 
Current liabilities:
 
 
 
 
Accounts payable
 
$
27,595

 
$
14,853

Accrued employment costs
 
11,691

 
14,162

Other accrued liabilities
 
20,526

 
16,532

Income taxes payable
 

 
7,094

Current portion of long-term debt
 

 
58

Total current liabilities
 
59,812

 
52,699

Long-term debt
 

 
15,037

Deferred income taxes
 
6,539

 
6,078

Other long-term liabilities
 
12,249

 
9,250

Total liabilities
 
78,600

 
83,064

Commitments and contingencies
 

 

Shareholders’ equity:
 
 
 
 
Preferred stock; 5,000 shares authorized, no shares issued or outstanding
 

 

Common stock, without par value; 200,000 shares authorized, 40,606 and 40,563 shares issued and outstanding, respectively
 

 

Additional paid-in-capital
 
78,061

 
75,675

Retained earnings
 
158,556

 
119,190

Accumulated other comprehensive loss
 
(844
)
 
(610
)
Total shareholders’ equity
 
235,773

 
194,255

Total liabilities and shareholders’ equity
 
$
314,373

 
$
277,319

The accompanying notes are an integral part of these financial statements.

4


Vera Bradley, Inc.
Consolidated Statements of Income
(in thousands, except per share data)
(unaudited)
 
 
 
Thirteen Weeks Ended
 
Thirty-Nine Weeks Ended
 
 
November 2,
2013
 
October 27,
2012
 
November 2,
2013
 
October 27,
2012
Net revenues
 
$
130,094

 
$
138,346

 
$
378,499

 
$
378,584

Cost of sales
 
58,161

 
58,118

 
166,327

 
164,442

Gross profit
 
71,933

 
80,228

 
212,172

 
214,142

Selling, general, and administrative expenses
 
48,771

 
53,598

 
152,334

 
148,622

Other income
 
1,027

 
941

 
3,608

 
4,660

Operating income
 
24,189

 
27,571

 
63,446

 
70,180

Interest expense, net
 
58

 
172

 
281

 
515

Income before income taxes
 
24,131

 
27,399

 
63,165

 
69,665

Income tax expense
 
8,905

 
9,657

 
23,799

 
25,924

Net income
 
$
15,226

 
$
17,742

 
$
39,366

 
$
43,741

Basic weighted-average shares outstanding
 
40,605

 
40,534

 
40,596

 
40,527

Diluted weighted-average shares outstanding
 
40,652

 
40,574

 
40,633

 
40,563

Basic net income per share
 
$
0.37

 
$
0.44

 
$
0.97

 
$
1.08

Diluted net income per share
 
$
0.37

 
$
0.44

 
$
0.97

 
$
1.08

The accompanying notes are an integral part of these financial statements.

5


Vera Bradley, Inc.
Consolidated Statements of Comprehensive Income
(in thousands)
(unaudited)
 
 
 
Thirteen Weeks Ended
 
Thirty-Nine Weeks Ended
 
 
November 2,
2013
 
October 27,
2012
 
November 2,
2013
 
October 27,
2012
Net income
 
$
15,226

 
$
17,742

 
$
39,366

 
$
43,741

Cumulative translation adjustment
 
47

 
(189
)
 
(234
)
 
(206
)
Comprehensive income
 
$
15,273

 
$
17,553

 
$
39,132

 
$
43,535

The accompanying notes are an integral part of these financial statements.

6


Vera Bradley, Inc.
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
 
 
 
Thirty-Nine Weeks Ended
 
 
November 2,
2013
 
October 27,
2012
Cash flows from operating activities
 
 
 
 
Net income
 
$
39,366

 
$
43,741

Adjustments to reconcile net income to net cash provided by (used in) operating activities:
 
 
 
 
Depreciation of property, plant, and equipment
 
10,651

 
7,424

Provision for doubtful accounts
 
(190
)
 
370

Loss on disposal of property, plant, and equipment
 
9

 
25

Stock-based compensation
 
2,857

 
2,198

Deferred income taxes
 
(624
)
 
(548
)
Changes in assets and liabilities:
 
 
 
 
Accounts receivable
 
(7,921
)
 
(9,139
)
Inventories
 
(19,154
)
 
(28,489
)
Prepaid expenses and other assets
 
1,531

 
(2,397
)
Accounts payable
 
12,742

 
9,407

Income taxes payable
 
(8,726
)
 
(1,647
)
Accrued and other liabilities
 
4,305

 
1,292

Net cash provided by operating activities
 
34,846

 
22,237

Cash flows from investing activities
 
 
 
 
Purchases of property, plant, and equipment
 
(15,418
)
 
(32,114
)
Net cash used in investing activities
 
(15,418
)
 
(32,114
)
Cash flows from financing activities
 
 
 
 
Payments on financial-institution debt
 
(45,000
)
 
(70,750
)
Borrowings on financial-institution debt
 
30,000

 
81,000

Tax withholdings for equity compensation
 
(411
)
 
(736
)
Other financing activities, net
 
122

 
(66
)
Net cash (used in) provided by financing activities
 
(15,289
)
 
9,448

Effect of exchange rate changes on cash and cash equivalents
 
(30
)
 
(25
)
Net increase (decrease) in cash and cash equivalents
 
4,109

 
(454
)
Cash and cash equivalents, beginning of period
 
9,603

 
4,922

Cash and cash equivalents, end of period
 
$
13,712

 
$
4,468

The accompanying notes are an integral part of these financial statements.

7


Vera Bradley, Inc.
Notes to the Consolidated Financial Statements
(unaudited)
 
1.      Description of the Company and Basis of Presentation
The terms “Company” and “Vera Bradley” refer to Vera Bradley, Inc. and its subsidiaries, except where context requires or where otherwise indicated.
Vera Bradley is a leading designer, producer, marketer, and retailer of stylish, highly functional accessories primarily for women. The Company’s products include a wide offering of handbags, accessories, and travel and leisure items. The Company generates net revenues by selling products through two reportable segments: Direct and Indirect. The Direct business consists of sales of Vera Bradley products through the Company’s full-price and outlet stores in the United States, department store locations in Japan, its websites, verabradley.com and verabradley.co.jp, and its annual outlet sale in Fort Wayne, Indiana. As of November 2, 2013 , the Company operated 84 full-price stores and 15 outlet stores. The Indirect business consists of sales of Vera Bradley products to approximately 3,400 specialty retailers, substantially all of which are located in the United States, as well as select department stores, national accounts, and third party e-commerce sites.
The accompanying unaudited consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been omitted. These interim consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2013 , filed with the SEC.
The interim financial statements reflect all adjustments that are, in the opinion of management, necessary to present fairly the results for the interim periods presented. All such adjustments are of a normal, recurring nature. The results of operations for the thirteen and thirty-nine weeks ended November 2, 2013 , are not necessarily indicative of the results to be expected for the full fiscal year.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. The Company has eliminated intercompany balances and transactions in consolidation.
Fiscal Periods
The Company’s fiscal year ends on the Saturday closest to January 31. References to the fiscal quarters ended November 2, 2013 , and October 27, 2012 , refer to the thirteen-week periods ended on those dates.
Recently Issued Accounting Pronouncements
In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2013-2, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-2”). This guidance adds new disclosure requirements for items reclassified out of accumulated other comprehensive income. The additional disclosures include: (1) changes in accumulated other comprehensive income balances by component and (2) significant items reclassified out of accumulated other comprehensive income. The changes in accumulated other comprehensive income balance by component will be disaggregated to separately present reclassification adjustments and current-period other comprehensive income. Significant items reclassified out of accumulated other comprehensive income by component are required to be presented either on the face of the statement of income or as separate disclosure in the notes to the financial statements. These additional disclosures may be presented before-tax or net-of tax as long as the income tax benefit or expense attributed to each component of other comprehensive income and reclassification adjustments is presented in the financial statement or in the notes to the financial statements. The guidance is effective for interim and annual periods beginning after December 15, 2012 and should be applied prospectively. The adoption of this standard did not have an impact on the Company’s consolidated financial statements.
In October 2012, the FASB issued ASU 2012-4, Technical Corrections and Improvements . The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of this standard did not have an impact on the Company’s consolidated financial statements.

8


 
2.    Earnings Per Share
Earnings per share is computed under the provisions of ASC 260, Earnings Per Share . Basic earnings per share is computed based on the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed based on the weighted-average number of common shares outstanding, plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method. Dilutive potential common shares represent outstanding restricted stock. The components of basic and diluted earnings per share were as follows (in thousands, except per share data):
 
 
 
Thirteen Weeks Ended
 
Thirty-Nine Weeks Ended
 
 
November 2,
2013
 
October 27,
2012
 
November 2,
2013
 
October 27,
2012
Numerator:
 
 
 
 
 
 
Net income
 
$
15,226

 
$
17,742

 
$
39,366

 
$
43,741

Denominator:
 
 
 
 
 
 
Weighted-average number of common shares (basic)
 
40,605

 
40,534

 
40,596

 
40,527

Dilutive effect of stock-based awards
 
47

 
40

 
37

 
36

Weighted-average number of common shares (diluted)
 
40,652

 
40,574

 
40,633

 
40,563

Earnings per share:
 
 
 
 
 
 
Basic
 
$
0.37

 
$
0.44

 
$
0.97

 
$
1.08

Diluted
 
$
0.37

 
$
0.44

 
$
0.97

 
$
1.08

As of November 2, 2013 and October 27, 2012 , there were an immaterial number of additional shares issuable upon the vesting of restricted stock units that were excluded from the diluted share calculations because they were anti-dilutive.
 
3.    Fair Value of Financial Instruments
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Assets and liabilities measured at fair value are classified using the following hierarchy, which is based upon the transparency of inputs to the valuation as of the measurement date:
Level 1 – Quoted prices in active markets for identical assets or liabilities.
Level 2 – Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly.
Level 3 – Unobservable inputs based on the Company’s own assumptions.
The classification of fair value measurements within the hierarchy is based upon the lowest level of input that is significant to the measurement.
The carrying amounts reflected on the Consolidated Balance Sheets for cash and cash equivalents, receivables, other current assets, and payables as of November 2, 2013 , and October 27, 2012 , approximated their fair values.
The carrying amount for the amended and restated credit agreement (“credit agreement”) approximated its fair value at October 27, 2012 as the interest rates of these borrowings fluctuate with the market. The credit agreement falls within Level 2 of the fair value hierarchy.


9


4.    Inventories
The components of inventories were as follows (in thousands):
 
 
 
November 2,
2013
 
February 2,
2013
Raw materials
 
$
17,461

 
$
19,490

Work in process
 
838

 
836

Finished goods
 
132,213

 
111,236

Total inventories
 
$
150,512

 
$
131,562

 
5.    Debt
Long-term debt consisted of the following (in thousands):
 
 
 
November 2,
2013
 
February 2,
2013
Financial-institution debt
 
$

 
$
15,000

Other borrowings
 

 
95

 
 

 
15,095

Less: Current maturities
 

 
58

 
 
$

 
$
15,037

During the quarter ended November 2, 2013 , the Company had borrowing availability of $125.0 million under the credit agreement.
 
6.    Income Taxes
The provision for income taxes for interim periods is based on an estimate of the annual effective tax rate adjusted to reflect the impact of discrete items. Significant management judgment is required in projecting ordinary income to estimate the Company’s annual effective tax rate.
The effective tax rate for the thirteen weeks ended November 2, 2013 , was 36.9% , compared to 35.2% for the thirteen weeks ended October 27, 2012 . The effective tax rate increase was primarily related to discrete items recorded during the third quarter in the prior year, partially offset by a lower net operating loss in Japan for the thirteen weeks ended November 2, 2013. 
The effective tax rate for the thirty-nine weeks ended November 2, 2013 , was 37.7% , compared to 37.2% for the thirty-nine weeks ended October 27, 2012 . The effective tax rate increase was primarily related to discrete items recorded during the third quarter in the prior year, partially offset by a lower net operating loss in Japan for the thirty-nine weeks ended November 2, 2013.
 
7.    Stock-Based Compensation
The Company accounts for stock-based compensation under the fair-value recognition provisions of ASC 718, Stock Compensation . Under these provisions, for its awards of restricted stock and restricted stock units, the Company recognizes share-based compensation expense in an amount equal to the fair market value of the underlying stock on the grant date of the respective award.
The Company reserved 6,076,001 shares of common stock for issuance or transfer under the 2010 Equity and Incentive Plan, which allows for grants of restricted stock units as well as other equity awards.
Awards of Restricted Stock Units
During the thirteen weeks ended November 2, 2013 , the Company granted 2,546 time-based restricted stock units with an aggregate fair value of $0.1 million under the 2010 Equity and Incentive Plan compared to a total of 2,353 time-based restricted stock units with an aggregate fair value of $0.1 million granted in the same period of the prior year.

  During the thirty-nine weeks ended November 2, 2013 , the Company granted a total of 247,360 time-based and performance-based restricted stock units with an aggregate fair value of $5.8 million to certain employees and non-

10


employee directors under the 2010 Equity and Incentive Plan compared to a total of 179,865 time-based and performance-based restricted stock units with an aggregate fair value of $5.3 million granted in the same period of the prior year. The Company determined the fair value of the awards based on the closing price of the Company’s common stock on the grant date.
The time-based restricted stock units vest and settle in shares of the Company’s common stock, on a one -for-one basis, in equal installments on each of the first three anniversaries of the grant date. The Company is recognizing the expense relating to these units, net of estimated forfeitures, on a straight-line basis over three years . Beginning in fiscal 2014, all restricted stock awards issued to non-employee Directors vest after a one -year period from grant date. The Company is recognizing the expense relating to these units, net of estimated forfeitures, on a straight-line basis over one year.
Performance-based restricted stock units vest upon the completion of a three -year period of time (cliff vesting), subject to the employee’s continuing employment throughout the three -year performance period and the Company’s achievement of annual net income targets during the three-year performance period. The Company is recognizing the expense relating to these units, net of estimated forfeitures and based on the probable outcome of achievement of the net income targets, on a straight-line basis over three years .
The following table sets forth a summary of restricted stock unit activity for the period ended November 2, 2013 (units in thousands):
 
 
 
Time-based
Restricted Stock Units
 
Performance-based
Restricted Stock Units
 
 
Number of
Units
 
Weighted-
Average
Grant
Date Fair
Value
(per unit)
 
Number of
Units
 
Weighted-
Average
Grant
Date Fair
Value
(per unit)
Nonvested units outstanding at February 2, 2013
 
150

 
$
34.71

 
76

 
$
29.62

Granted
 
142

 
23.64

 
105

 
23.63

Vested
 
(60
)
 
35.01

 

 

Forfeited
 
(12
)
 
28.84

 
(13
)
 
26.26

Nonvested units outstanding at November 2, 2013
 
220

 
$
27.81

 
168

 
$
26.12

As of November 2, 2013 , there was $5.3 million of total unrecognized compensation cost, net of estimated forfeitures, related to nonvested restricted stock units. That cost is expected to be recognized over a weighted average period of 1.8 years.
 
8.    Commitments and Contingencies
The Company is subject to various claims and contingencies arising in the normal course of business, including those relating to product liability, legal, employee benefit, environmental, and other matters. Management believes that it is not reasonably possible that any of these claims will have a material adverse effect on the Company’s financial condition, results of operations, or cash flows.
 
9.    Segment Reporting
The Company has two operating segments, which are also its reportable segments: Direct and Indirect. These operating segments are components of the Company for which separate financial information is available and for which operating results are evaluated on a regular basis by the chief operating decision maker in deciding how to allocate resources and in assessing the performance of the segments.
The Direct segment includes the Company’s full-price and outlet stores, department store locations in Japan, the Company’s websites, verabradley.com and verabradley.co.jp, and the annual outlet sale. Revenues generated through this segment are driven through the sale of Company-branded products from Vera Bradley to end consumers. The Indirect segment represents revenues generated through the distribution of Company-branded products to approximately 3,400 specialty retailers, substantially all of which are located in the United States, as well as key accounts, which include select department stores, national accounts and third party e-commerce sites. Corporate costs represent the Company’s administrative expenses, which include, but are not limited to: human resources, legal, finance, information technology, design, merchandising, and various other corporate-level-activity-related expenses. All intercompany-related activities are eliminated in consolidation and are excluded from the segment reporting.

11


Company management evaluates segment operating results based on several indicators. The primary or key performance indicators for each segment are net revenues and operating income. Net revenues and operating income information for the Company’s reportable segments consisted of the following (in thousands):
 
 
 
Thirteen Weeks Ended
 
Thirty-Nine Weeks Ended
 
 
November 2,
2013
 
October 27,
2012
 
November 2,
2013
 
October 27,
2012
Segment net revenues:
 
 
 
 
 
 
 
 
Direct
 
$
68,857

 
$
64,318

 
$
217,560

 
$
189,234

Indirect
 
61,237

 
74,028

 
160,939

 
189,350

Total
 
$
130,094

 
$
138,346

 
$
378,499

 
$
378,584

Segment operating income:
 
 
 
 
 
 
 
 
Direct
 
$
14,861

 
$
17,745

 
$
50,944

 
$
49,376

Indirect
 
25,956

 
30,301

 
65,501

 
76,403

Total
 
$
40,817

 
$
48,046

 
$
116,445

 
$
125,779

Reconciliation:
 
 
 
 
 
 
 
 
Segment operating income
 
$
40,817

 
$
48,046

 
$
116,445

 
$
125,779

Less:
 
 
 
 
 
 
 
 
Unallocated corporate expenses
 
(16,628
)
 
(20,475
)
 
(52,999
)
 
(55,599
)
Operating income
 
$
24,189

 
$
27,571

 
$
63,446

 
$
70,180


12


ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion summarizes the significant factors affecting the consolidated operating results, financial condition, liquidity, and cash flows of our Company as of and for the thirteen and thirty-nine weeks ended November 2, 2013 , and October 27, 2012 . The following discussion should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended February 2, 2013 , and our unaudited consolidated financial statements and the related notes included in Item 1 of this Quarterly Report.
Executive Summary
Below is a summary of our strategic progress and financial highlights:
Strategic Progress
We opened four new full-price stores and one outlet store during the third quarter in both current and new markets.
We migrated our website to a responsive design in order to provide a better shopping experience for our customers by providing an optimal viewing experience regardless of the device being used to shop.
We launched the Vera Bradley for Disney Collection at the Florida World of Disney Store in September.
We realigned our resources to provide greater support to our key accounts within the Indirect segment.
Quarterly Financial Summary
Net revenues decreased 6.0% to $130.1 million .
Direct segment sales increased 7.1% to $68.9 million . Comparable store net sales declined 6.5% .
Indirect segment sales decreased 17.3% to $61.2 million .
Gross profit was $71.9 million ( 55.3% of net revenue).
Operating income was $24.2 million ( 18.6% of net revenue).
Net income was $15.2 million or $0.37 per diluted share.
Cash and cash equivalents were $13.7 million at November 2, 2013 .
Cash generated from operations of $34.8 million was used to fund capital expenditures of $3.4 million .
How We Assess the Performance of Our Business
In assessing the performance of our business, we consider a variety of performance and financial measures.
Net Revenues
Net revenues reflect revenues from the sale of our merchandise and from distribution and shipping and handling fees, less returns and discounts. Revenues for the Direct segment reflect sales through our full-price and outlet stores, department store locations in Japan, our websites, verabradley.com and verabradley.co.jp, eBay, and our annual outlet sale in Fort Wayne, Indiana. Revenues for the Indirect segment reflect sales to specialty retail partners, department stores, national accounts and third party e-commerce sites.
Comparable-Store Sales
Comparable-store sales are calculated based upon our stores that have been open at least 12 full fiscal months. Remodeled stores are included in comparable-store sales unless the store was closed for a portion of the current or comparable prior period or the remodel resulted in a significant change in square footage. Some of our competitors and other retailers calculate comparable or “same store” sales differently than we do. As a result, data in this report regarding our comparable-store sales may not be comparable to similar data made available by other companies. Non-comparable store sales include sales from stores not included in comparable-store sales. Comparable-store sales do not include e-commerce sales.

13


Measuring the change in year-over-year comparable-store sales allows us to evaluate how our store base is performing. Various factors affect our comparable-store sales, including:
Overall economic trends;
Consumer preferences and fashion trends;
Competition;
The timing of our releases of new patterns and collections;
Changes in our product mix;
Pricing;
The level of customer service that we provide in stores;
Our ability to source and distribute products efficiently;
The number of stores we open and close in any period; and
The timing and success of promotional and advertising efforts.
Gross Profit
Gross profit is equal to our net revenues less our cost of sales. Cost of sales includes the direct cost of purchased and manufactured merchandise, distribution center costs, operations overhead, duty, and all inbound freight costs incurred. The components of our reported cost of sales may not be comparable to those of other retail and wholesale companies.
Gross profit can be impacted by changes in volume, fluctuations in sales price, operational efficiencies, such as leveraging of fixed costs, promotional activities, such as free shipping, commodity prices, such as cotton, and labor costs in Asia.
Selling, General, and Administrative Expenses (SG&A)
SG&A expenses include selling; advertising, marketing, and product development; and administrative . Selling expenses include Direct business expenses such as store expenses, employee compensation, and store occupancy and supply costs, as well as Indirect business expenses consisting primarily of employee compensation and other expenses associated with sales to Indirect retailers. Advertising, marketing, and product development expenses include employee compensation, media costs, creative production expenses, marketing agency fees, new product design costs, public relations expenses, and market research expenses. A portion of our advertising expenses may be reimbursed by Indirect retailers, and such amount is classified as other income. Administrative expenses include employee compensation for corporate functions, corporate headquarters occupancy costs, consulting and software expenses, and charitable donations.
Other Income
We support many of our Indirect retailers’ marketing efforts by distributing certain catalogs and promotional mailers to current and prospective customers. Our Indirect retailers reimburse us for a portion of the cost to produce these materials. Reimbursement received is recorded as other income. The related cost to design, produce, and distribute the catalogs and mailers is recorded as SG&A expense. Other income also includes proceeds from the sales of tickets to our annual outlet sale.
Operating Income
Operating income equals gross profit less SG&A expenses plus other income. Operating income excludes interest income, interest expense, and income taxes.

14



Results of Operations
The following tables summarize key components of our consolidated results of operations for the periods indicated, both in dollars and as a percentage of our net revenues ($ in thousands):
 
 
 
Thirteen Weeks Ended
 
Thirty-Nine Weeks Ended
 
 
November 2,
2013
 
October 27,
2012
 
November 2,
2013
 
October 27,
2012
 
 
(unaudited)
 
(unaudited)
 
(unaudited)
 
(unaudited)
Statement of Income Data:
 
 
 
 
 
 
 
 
Net revenues
 
$
130,094

 
$
138,346

 
$
378,499

 
$
378,584

Cost of sales
 
58,161

 
58,118

 
166,327

 
164,442

Gross profit
 
71,933

 
80,228

 
212,172

 
214,142

Selling, general, and administrative expenses
 
48,771

 
53,598

 
152,334

 
148,622

Other income
 
1,027

 
941

 
3,608

 
4,660

Operating income
 
24,189

 
27,571

 
63,446

 
70,180

Interest expense, net
 
58

 
172

 
281

 
515

Income before income taxes
 
24,131

 
27,399

 
63,165

 
69,665

Income tax expense
 
8,905

 
9,657

 
23,799

 
25,924

Net income
 
$
15,226

 
$
17,742

 
$
39,366

 
$
43,741

Percentage of Net Revenues:
 
 
 
 
 
 
 
 
Net revenues
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%
Cost of sales
 
44.7
%
 
42.0
%
 
43.9
%
 
43.4
%
Gross profit
 
55.3
%
 
58.0
%
 
56.1
%
 
56.6
%
Selling, general, and administrative expenses
 
37.5
%
 
38.7
%
 
40.2
%
 
39.3
%
Other income
 
0.8
%
 
0.7
%
 
1.0
%
 
1.2
%
Operating income
 
18.6
%
 
19.9
%
 
16.8
%
 
18.5
%
Interest expense, net
 
0.1
%
 
0.1
%
 
0.1
%
 
0.1
%
Income before income taxes
 
18.5
%
 
19.8
%
 
16.7
%
 
18.4
%
Income tax expense
 
6.8
%
 
7.0
%
 
6.3
%
 
6.8
%
Net income
 
11.7
%
 
12.8
%
 
10.4
%
 
11.6
%

The following tables present net revenues and operating income by operating segment, both in dollars and as a percentage of our net revenues, and store data for the periods indicated ($ in thousands, except as otherwise indicated):
 
 
 
Thirteen Weeks Ended
 
Thirty-Nine Weeks Ended
 
 
November 2,
2013
 
October 27,
2012
 
November 2,
2013
 
October 27,
2012
 
 
(unaudited)
 
(unaudited)
 
(unaudited)
 
(unaudited)
Net Revenues by Segment:
 
 
 
 
 
 
 
 
Direct
 
$
68,857

 
$
64,318

 
$
217,560

 
$
189,234

Indirect
 
61,237

 
74,028

 
160,939

 
189,350

Total
 
$
130,094

 
$
138,346

 
$
378,499

 
$
378,584

Percentage of Net Revenues by Segment:
 
 
 
 
 
 
 
 
Direct
 
52.9
%
 
46.5
%
 
57.5
%
 
50.0
%
Indirect
 
47.1
%
 
53.5
%
 
42.5
%
 
50.0
%
Total
 
100.0
%
 
100.0
%
 
100.0
%
 
100.0
%

15


 
 
Thirteen Weeks Ended
 
Thirty-Nine Weeks Ended
 
 
November 2,
2013
 
October 27,
2012
 
November 2,
2013
 
October 27,
2012
 
 
(unaudited)
 
(unaudited)
 
(unaudited)
 
(unaudited)
Operating Income by Segment:
 
 
 
 
 
 
 
 
Direct
 
$
14,861

 
$
17,745

 
$
50,944

 
$
49,376

Indirect
 
25,956

 
30,301

 
65,501

 
76,403

Total
 
$
40,817

 
$
48,046

 
$
116,445

 
$
125,779

Less:
 
 
 
 
 
 
 
 
Corporate unallocated
 
(16,628
)
 
(20,475
)
 
(52,999
)
 
(55,599
)
Total
 
$
24,189

 
$
27,571

 
$
63,446

 
$
70,180

Operating Income as a Percentage of Net Revenues by Segment:
 
 
 
 
 
 
 
 
Direct
 
21.6
 %
 
27.6
%
 
23.4
 %
 
26.1
%
Indirect
 
42.4
 %
 
40.9
%
 
40.7
 %
 
40.4
%
Store Data: (1)
 
 
 
 
 
 
 
 
Total stores open at end of period
 
99

 
75

 
99

 
75

Comparable-store sales increase (decrease) (2)
 
(6.5
)%
 
7.1
%
 
(3.5
)%
 
5.7
%
Total gross square footage at end of period (all stores)
 
207,096

 
153,515

 
207,096

 
153,515

Average net revenues per gross square foot (3)
 
$
212

 
$
248

 
$
688

 
$
750

 
(1)
Includes our full-price and outlet stores
(2)
Comparable-store sales are the net revenues of our stores that have been open at least 12 full fiscal months. Increase or decrease is reported as a percentage of the comparable-store sales for the same period in the prior fiscal year. Remodeled stores are included in comparable-store sales unless the store was closed for a portion of the current or comparable prior period or the remodel resulted in a significant change in square footage. Calculation excludes e-commerce sales.
(3)
Dollars not in thousands. Average net revenues per gross square foot are calculated by dividing total net revenues for our stores that have been open at least 12 full fiscal months as of the end of the period by total gross square footage for those stores. Remodeled stores are included in average net revenues per gross square foot unless the store was closed for a portion of the period.
Thirteen Weeks Ended November 2, 2013 , Compared to Thirteen Weeks Ended October 27, 2012
Net Revenues
For the thirteen weeks ended November 2, 2013 , net revenues decreased $8.3 million , or 6.0% , to $130.1 million , from $138.3 million in the comparable prior-year period.
Direct . For the thirteen weeks ended November 2, 2013 , net revenues in the Direct segment increased $4.5 million , or 7.1% , to $68.9 million , from $64.3 million in the comparable prior-year period. This growth resulted from a $9.1 million increase in revenues related to additional full-price and outlet stores. This growth was partially offset by a comparable-store sales decrease of $2.2 million, or 6.5%, primarily driven by lower traffic and an underperforming product offering , as well as a $2.2 million decrease in e-commerce revenues due primarily to decreased traffic and lower average average transaction size. The aggregate number of our full-price and outlet stores grew from 75 at October 27, 2012 , to 99 at November 2, 2013 .
Indirect . For the thirteen weeks ended November 2, 2013 , net revenues in the Indirect segment decreased $12.8 million , or 17.3% , to $61.2 million , from $74.0 million in the comparable prior-year period, driven by continued decreases in orders from specialty retailers across all geographic areas. This reduction in sales from the specialty retailers was partially offset by an increase in revenue from key retail accounts.
Gross Profit
For the thirteen weeks ended November 2, 2013 , gross profit decreased $8.3 million , or 10.3% , to $71.9 million , from $80.2 million in the comparable prior-year period. As a percentage of net revenues, gross profit decreased to 55.3% for the thirteen weeks ended November 2, 2013 , from 58.0% in the comparable prior-year period. The decrease as a percentage of net revenues was primarily due to sales of lower-margin product accounting for a higher percentage of total net revenues in the current quarter, as well as increased promotional activity year-over-year.

16


Selling, General and Administrative Expenses
For the thirteen weeks ended November 2, 2013 , SG&A expenses decreased $4.8 million , or 9.0% , to $48.8 million , from $53.6 million in the comparable prior-year period. As a percentage of net revenues, SG&A expenses decreased to 37.5% for the thirteen weeks ended November 2, 2013 , from 38.7% in the comparable prior-year period. The decrease as a percentage of net revenues was primarily a result of expense management measures, as well as reductions in variable compensation expense associated with Company performance.
Other Income
For the thirteen weeks ended November 2, 2013 , other income increased $0.1 million , or 9.1% , to $1.0 million , from $0.9 million in the comparable prior-year period. The increase in other income was in line with an increase in associated advertising costs related to mailers for our specialty retailers.
Operating Income
For the thirteen weeks ended November 2, 2013 , operating income decreased $3.4 million , or 12.3% , to $24.2 million , from $27.6 million in the comparable prior-year period. As a percentage of net revenues, operating income was 18.6% and 19.9% for the thirteen weeks ended November 2, 2013 , and October 27, 2012 , respectively.
Direct . For the thirteen weeks ended November 2, 2013 , operating income in the Direct segment decreased $2.9 million , or 16.3% . As a percentage of Direct segment net revenues, operating income in the Direct segment was 21.6% and 27.6% for the thirteen weeks ended November 2, 2013 , and October 27, 2012 , respectively. This decrease as a percentage of net revenues in the Direct segment was due primarily to sales of lower-margin product accounting for a higher percentage of total segment revenue, as well as increased promotional activity.
Indirect . For the thirteen weeks ended November 2, 2013 , operating income in the Indirect segment decreased $4.3 million , or 14.3% . As a percentage of Indirect segment net revenues, operating income in the Indirect segment was 42.4% and 40.9% for the thirteen weeks ended November 2, 2013 , and October 27, 2012 , respectively. This increase as a percentage of net revenues in the Indirect segment resulted primarily from a decrease in variable compensation expense, cost containment measures and the impact of additional sales to key retail accounts.
Corporate Unallocated . For the thirteen weeks ended November 2, 2013 , unallocated expenses decreased $3.8 million , or 18.8% , primarily due to cost management measures, as well as reductions in variable compensation expense associated with company performance, partially offset by an increase in stock-based compensation expense.
Income Tax Expense
The effective tax rate for the thirteen weeks ended November 2, 2013 , was 36.9% , compared to 35.2% for the thirteen weeks ended October 27, 2012 . The effective tax rate increase was primarily related to discrete items recorded during the third quarter in the prior year, partially offset by a lower net operating loss in Japan for the thirteen weeks ended November 2, 2013. 
Thirty-Nine Weeks Ended November 2, 2013 , Compared to Thirty-Nine Weeks Ended October 27, 2012
Net Revenues
For the thirty-nine weeks ended November 2, 2013 , net revenues remained consistent at $378.5 million compared to $378.6 million for the thirty-nine weeks ended October 27, 2012 .
Direct . For the thirty-nine weeks ended November 2, 2013 , net revenues in the Direct segment increased $28.3 million , or 15.0% , to $217.6 million , from $189.2 million in the comparable prior-year period. This growth resulted primarily from a $27.0 million increase in revenues related to additional full-price and outlet stores, and a $3.3 million increase in e-commerce revenues due primarily to increased traffic. This growth was partially offset by a comparable-store sales decrease of $3.4 million, or 3.5%, primarily driven by a decrease in store traffic. The aggregate number of our full-price and outlet stores grew from 75 at October 27, 2012 to 99 at November 2, 2013 .
Indirect . For the thirty-nine weeks ended November 2, 2013 , net revenues in the Indirect segment decreased $28.4 million , or 15.0% , to $160.9 million , from $189.4 million in the comparable prior-year period, driven by continued decreases in orders from specialty retailers across all geographic areas. This reduction in sales from the specialty retailers was partially offset by an increase in revenue from key retail accounts.


17


Gross Profit
For the thirty-nine weeks ended November 2, 2013 , gross profit decreased $2.0 million , or 0.9% , to $212.2 million , from $214.1 million in the comparable prior-year period. As a percentage of net revenues, gross profit decreased to 56.1% for the thirty-nine weeks ended November 2, 2013 , from 56.6% in the comparable prior-year period. The decrease as a percentage of net revenues was primarily due to sales of lower-margin product accounting for a higher percentage of total net revenues in the current quarter, as well as increased promotional activity year-over-year.
Selling, General, and Administrative Expenses
For the thirty-nine weeks ended November 2, 2013 , SG&A expenses increased $3.7 million , or 2.5% , to $152.3 million , from $148.6 million in the comparable prior-year period. As a percentage of net revenues, SG&A expenses were 40.2% and 39.3% for the fiscal quarters ended November 2, 2013 , and October 27, 2012 , respectively. The increase in SG&A expenses as a percentage of net revenues was primarily due to deleveraging of store opening expenses, which were partially offset by cost management measures as well as reductions in variable compensation expense associated with Company performance.
Other Income
For the thirty-nine weeks ended November 2, 2013 , other income decreased $1.1 million , or 22.6% , to $3.6 million , from $4.7 million in the comparable prior-year period. The decrease in other income was in line with a decrease in associated advertising costs related to mailers for our specialty retailers.
Operating Income
For the thirty-nine weeks ended November 2, 2013 , operating income decreased $6.7 million , or 9.6% , to $63.4 million , from $70.2 million in the comparable prior-year period. As a percentage of net revenues, operating income was 16.8% and 18.5% for the thirty-nine weeks ended November 2, 2013 , and October 27, 2012 , respectively.
Direct . For the thirty-nine weeks ended November 2, 2013 , operating income in the Direct segment increased $1.6 million , or 3.2% . As a percentage of Direct segment net revenues, operating income in the Direct segment was 23.4% and 26.1% for the thirty-nine weeks ended November 2, 2013 , and October 27, 2012 , respectively. This decrease as a percentage of net revenues in the Direct segment was primarily due to the sales of lower-margin product accounting for a higher percentage of total segment revenues, increased promotional activity year-over-year, increased store payroll costs spread across lower revenue in our comparable full-price stores, and build-out costs related to four additional stores opened this year, compared to the prior year.
Indirect . For the thirty-nine weeks ended November 2, 2013 , operating income in the Indirect segment decreased $10.9 million , or 14.3% . As a percentage of Indirect segment net revenues, operating income in the Indirect segment was consistent at 40.7% and 40.4% for the thirty-nine weeks ended November 2, 2013 , and October 27, 2012 , respectively, reflecting lower variable compensation on the lower revenues as well as certain cost management measures.
Corporate Unallocated . For the thirty-nine weeks ended November 2, 2013 , unallocated expenses decreased $2.6 million , or 4.7% , primarily as a result of cost management measures, as well as reductions in variable compensation expense associated with company performance, which were partially offset by higher corporate personnel costs and stock-based compensation expense.
Income Tax Expense
The effective tax rate for the thirty-nine weeks ended November 2, 2013 , was 37.7% , compared to 37.2% for the thirty-nine weeks ended October 27, 2012 . The effective tax rate increase was primarily related to discrete items recorded during the third quarter in the prior year, partially offset by a lower net operating loss in Japan for the thirty-nine weeks ended November 2, 2013.

18


Liquidity and Capital Resources
General
Our primary source of liquidity is cash flow from operations. We also have access to additional liquidity, if needed, through borrowings under our $125.0 million amended and restated credit agreement. Historically, our primary cash needs have been for merchandise inventories, payroll, store rent, capital expenditures associated with operational equipment, buildings, information technology, opening new stores, and debt repayments. The most significant components of our working capital are cash and cash equivalents, merchandise inventories, accounts receivable, accounts payable, and other current liabilities. We do not believe that the expansion of our Direct business will materially increase borrowings under our amended and restated credit agreement, in the near term.
We believe that cash flows from operating activities and the availability of borrowings under our amended and restated credit agreement or other financing arrangements will be sufficient to meet working capital requirements, anticipated capital expenditures, and debt payments for the foreseeable future.
Cash Flow Analysis
A summary of operating, investing, and financing activities is shown in the following table (in thousands):
 
 
 
Thirty-Nine Weeks Ended
 
 
November 2,
2013
 
October 27,
2012
 
 
(unaudited)
 
(unaudited)
Net cash provided by operating activities
 
$
34,846

 
$
22,237

Net cash used in investing activities
 
(15,418
)
 
(32,114
)
Net cash (used in) provided by financing activities
 
(15,289
)
 
9,448

Net Cash Provided by Operating Activities
Net cash provided by operating activities consists primarily of net income adjusted for non-cash items, including depreciation, amortization, deferred taxes, and stock-based compensation, the effect of changes in assets and liabilities, and tenant-improvement allowances received from landlords under our store leases.
Net cash provided by operating activities for the thirty-nine weeks ended November 2, 2013 was $34.8 million , compared to $22.2 million for the thirty-nine weeks ended October 27, 2012 , an increase primarily due to less growth in inventory.
Net Cash Used in Investing Activities
Investing activities consist primarily of capital expenditures for growth related to new store openings, buildings, operational equipment, and information technology investments.
Net cash used in investing activities was $15.4 million and $32.1 million for the thirty-nine weeks ended November 2, 2013 , and October 27, 2012 , respectively. The $16.7 million decrease in capital expenditures was due primarily to the expansion of the distribution facility in fiscal 2013, partially offset by an increased investment in new stores, including the opening of 23 stores during the thirty-nine weeks ended November 2, 2013 , compared to 19 stores during the thirty-nine weeks ended October 27, 2012 .
Capital expenditures for fiscal year 2014 are expected to be approximately $25.0 million, which includes approximately $6.0 million related to the design center and distribution center corporate office expansions.
Net Cash Used in Financing Activities
Financing activities consist primarily of borrowings and repayments under our credit agreement.
Net cash used in financing activities was $15.3 million for the thirty-nine weeks ended November 2, 2013, resulting primarily from $15.0 million net payments under our amended and restated credit agreement. This compares to net cash provided by financing activities of $9.4 million for the thirty-nine weeks ended October 27, 2012 , resulting primarily from $10.3 million net borrowings under our amended and restated credit agreement.


19


Credit Agreement
On October 4, 2010, Vera Bradley Designs, Inc. entered into an agreement to amend and restate our credit agreement with JPMorgan Chase Bank, as administrative agent, and certain other lenders. The amended and restated credit agreement provides for a revolving credit commitment of $125.0 million and matures on October 3, 2015. All borrowings under the amended and restated credit agreement are collateralized by substantially all of our assets. The credit agreement is also guaranteed by the Company. The credit agreement requires us to comply with various financial covenants, including a fixed charge coverage ratio of not less than 1.20 to 1.00 and a leverage ratio of not more than 3.50 to 1.00. The agreement also contains various other covenants, including restrictions on the incurrence of certain indebtedness, liens, investments, acquisitions, and asset sales. We were in compliance with these covenants as of November 2, 2013 .
Borrowings under the amended and restated credit agreement bear interest at either LIBOR plus the applicable margin (ranging from 1.05% to 2.05%) or the alternate base rate (as defined in the agreement) plus the applicable margin (ranging from 0.05% to 1.05%). The applicable margin is tied to our leverage ratio. In addition, we are required to pay a quarterly facility fee (as defined in the agreement) ranging from 0.20% to 0.45% of the revolving credit commitment. During the quarter ended November 2, 2013 , the interest rate on outstanding borrowings under the Company’s $125.0 million credit agreement was 1.30%. At November 2, 2013 , the Company had borrowing availability of $125.0 million under the agreement.
On June 1, 2012, Vera Bradley Designs Inc., entered into an amendment to the credit agreement. The amendment extends the maturity date from October 3, 2015 to June 1, 2017. Certain permitted indebtedness covenants were also amended.
Off-Balance-Sheet Arrangements
We do not have any off-balance-sheet financing or unconsolidated special-purpose entities.
Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, and expenses, as well as the related disclosures of contingent assets and liabilities at the date of the financial statements. A summary of the Company’s significant accounting policies is included in Note 2 to the Company’s consolidated financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2013 .
Certain accounting policies and estimates of the Company are considered critical, as these policies and estimates are the most important to the depiction of the Company’s consolidated financial statements and require significant, difficult, or complex judgments, often about the effect of matters that are inherently uncertain. Such policies are summarized in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2013 . There was no significant change to any of the critical accounting policies and estimates described in the Annual Report.
Recently Issued Accounting Pronouncements
In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income (“ASU 2013-02”). This guidance adds new disclosure requirements for items reclassified out of accumulated other comprehensive income. The additional disclosures include: (1) changes in accumulated other comprehensive income balances by component and (2) significant items reclassified out of accumulated other comprehensive income. The changes in accumulated other comprehensive income balance by component will be disaggregated to separately present reclassification adjustments and current-period other comprehensive income. Significant items reclassified out of accumulated other comprehensive income by component are required to be presented either on the face of the statement of income or as separate disclosure in the notes to the financial statements. These additional disclosures may be presented before-tax or net-of tax as long as the income tax benefit or expense attributed to each component of other comprehensive income and reclassification adjustments is presented in the financial statement or in the notes to the financial statements. The guidance is effective for interim and annual periods beginning after December 15, 2012 and should be applied prospectively. The adoption of this standard did not have an impact on the Company’s consolidated financial statements.
In October 2012, the FASB issued ASU 2012-04, Technical Corrections and Improvements . The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.

20


ITEM 3.          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As of November 2, 2013 , there was no material change in the market risks described in “Quantitative and Qualitative Disclosures About Market Risks” in the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2013 .
 
ITEM 4.    CONTROLS AND PROCEDURES
At the end of the period covered by this Quarterly Report on Form 10-Q, the Company carried out an evaluation, under the supervision and with the participation of the Company’s Disclosure Committee and management, including the Chief Executive Officer and the Controller, Chief Accounting Officer, and Interim Chief Financial Officer of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15 of the Securities Exchange Act of 1934. Based on that evaluation, the Chief Executive Officer and Controller, Chief Accounting Officer, and Interim Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of November 2, 2013 .
There has been no change in our internal control over financial reporting during the most recent fiscal quarter that has materially affected, or that is reasonably likely to materially affect, our internal control over financial reporting.

21


PART II. OTHER INFORMATION

ITEM 1A.      RISK FACTORS
There has been no material change to our risk factors as previously set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 2013 .
 
ITEM 6.        EXHIBITS
a. Exhibits
 
Exhibit
No.
 
Description
 
 
 
 
10.1
 
Fiscal 2014 Restricted Stock Unit/Performance Unit Terms and Conditions (Incorporated by reference to Exhibit 10.1 of registrant's Form 10-Q for the period ending May 4, 2013)
 
 
 
 
10.2
 
Fiscal 2014 Outside Director Restricted Stock Unit Terms and Conditions (Incorporated by reference to Exhibit 10.2 of registrant's Form 10-Q for the period ending May 4, 2013)
 
 
 
 
10.3
 
Fiscal 2014 Annual Incentive Compensation Plan (Executives) (Incorporated by reference to Exhibit 10.3 of registrant's Form 10-Q for the period ending May 4, 2013)
 
 
 
 
10.4
 
Employment Agreement dated November 11, 2013 of Robert Wallstrom (Incorporated by reference to Exhibit 10.1 of registrant's Form 8-K dated November 5, 2013)
 
 
 
 
10.5
 
Award Agreement for Grant of Time-Based Restricted Stock Units dated November 11, 2013 of Robert Wallstrom (Incorporated by reference to Exhibit 10.2 of registrant's Form 8-K dated November 5, 2013)
 
 
 
 
10.6
 
Award Agreement for Grant of Performance Units dated November 11, 2013 of Robert Wallstrom (Incorporated by reference to Exhibit 10.3 of registrant's Form 8-K dated November 5, 2013)
 
 
 
 
10.7
 
Vera Bradley, Inc. 2010 Equity and Incentive Plan Chief Executive Officer Sign-On Grant Terms and Conditions (Incorporated by reference to Exhibit 10.4 of registrant's Form 8-K dated November 5, 2013)
 
 
 
 
31.1
 
CEO Section 302 Certification
 
 
 
 
31.2
 
CFO Section 302 Certification
 
 
 
 
32.1
 
Section 906 Certifications*
 
 
 
 
101
 
The following materials from the Vera Bradley, Inc.’s Quarterly Report on Form 10-Q for the quarter ended November 2, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Statements of Income for the Thirteen and Thirty-Nine Weeks ended November 2, 2013 and October 27, 2012; (ii) Consolidated Statements of Comprehensive Income for the Thirteen and Thirty-Nine Weeks ended November 2, 2013 and October 27, 2012; (iii) Consolidated Balance Sheets at November 2, 2013 and February 2, 2013; (iv) Consolidated Statements of Cash Flows for the Thirty-Nine Weeks ended November 2, 2013 and October 27, 2012, and (v) Notes to Consolidated Financial Statements. **
 
 
 
 
*
Furnished, not filed.
 
 
 
 
**
Pursuant to Rule 406T of SEC Regulation S-T, the Interactive Data Files included as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these Sections.



22



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: December 12, 2013
 
/s/ Kevin J. Sierks
 
 
Kevin J. Sierks
 
 
Vice President – Controller, Chief Accounting Officer and
Interim Chief Financial Officer

23


EXHIBIT INDEX
 
Exhibit
No.
 
Description
 
 
 
 
10.1
 
Fiscal 2014 Restricted Stock Unit/Performance Unit Terms and Conditions (Incorporated by reference to Exhibit 10.1 of registrant's Form 10-Q for the period ending May 4, 2013)
 
 
 
 
10.2
 
Fiscal 2014 Outside Director Restricted Stock Unit Terms and Conditions (Incorporated by reference to Exhibit 10.2 of registrant's Form 10-Q for the period ending May 4, 2013)
 
 
 
 
10.3
 
Fiscal 2014 Annual Incentive Compensation Plan (Executives) (Incorporated by reference to Exhibit 10.3 of registrant's Form 10-Q for the period ending May 4, 2013)
 
 
 
 
10.4
 
Employment Agreement dated November 11, 2013 of Robert Wallstrom (Incorporated by reference to Exhibit 10.1 of registrant's Form 8-K dated November 5, 2013)
 
 
 
 
10.5
 
Award Agreement for Grant of Time-Based Restricted Stock Units dated November 11, 2013 of Robert Wallstrom (Incorporated by reference to Exhibit 10.2 of registrant's Form 8-K dated November 5, 2013)
 
 
 
 
10.6
 
Award Agreement for Grant of Performance Units dated November 11, 2013 of Robert Wallstrom (Incorporated by reference to Exhibit 10.3 of registrant's Form 8-K dated November 5, 2013)
 
 
 
 
10.7
 
Vera Bradley, Inc. 2010 Equity and Incentive Plan Chief Executive Officer Sign-On Grant Terms and Conditions (Incorporated by reference to Exhibit 10.4 of registrant's Form 8-K dated November 5, 2013)
 
 
 
 
31.1
 
CEO Section 302 Certification
 
 
 
 
31.2
 
CFO Section 302 Certification
 
 
 
 
32.1
 
Section 906 Certifications*
 
 
 
 
101
 
The following materials from the Vera Bradley, Inc.’s Quarterly Report on Form 10-Q for the quarter ended November 2, 2013 formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Statements of Income for the Thirteen and Thirty-Nine Weeks ended November 2, 2013 and October 27, 2012; (ii) Consolidated Statements of Comprehensive Income for the Thirteen and Thirty-Nine Weeks ended November 2, 2013 and October 27, 2012; (iii) Consolidated Balance Sheets at November 2, 2013 and February 2, 2013; (iv) Consolidated Statements of Cash Flows for the Thirty-Nine Weeks ended November 2, 2013 and October 27, 2012, and (v) Notes to Consolidated Financial Statements. **
 
 
 
 
*
Furnished, not filed.
 
 
 
 
**
Pursuant to Rule 406T of SEC Regulation S-T, the Interactive Data Files included as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under these Sections.



24


Exhibit 31.1
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Robert Wallstrom, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Vera Bradley, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: December 12, 2013
 
/s/ Robert Wallstrom
 
 
Robert Wallstrom
 
 
Chief Executive Officer





Exhibit 31.2
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES-OXLEY ACT OF 2002

I, Kevin J. Sierks, certify that:
1.
I have reviewed this quarterly report on Form 10-Q of Vera Bradley, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f))for the registrant and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: December 12, 2013
 
/s/ Kevin J. Sierks
 
 
Kevin J. Sierks
 
 
Vice President - Controller, Chief Accounting Officer and
Interim Chief Financial Officer





Exhibit 32.1
CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002

I, Robert Wallstrom, the Chief Executive Officer of Vera Bradley, Inc., certify that (i) the quarterly report on Form 10-Q for the fiscal quarter ended August 3, 2013 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Vera Bradley, Inc. as of the dates and for the periods set forth therein.

 
 
/s/ Robert Wallstrom
 
 
Robert Wallstrom
 
 
Chief Executive Officer
 
 
 
 
 
December 12, 2013
 
 
Date

I, Kevin J. Sierks, the Vice President - Controller, Chief Accounting Officer and Interim Chief Financial Officer of Vera Bradley, Inc., certify that (i) the quarterly report on Form 10-Q for the fiscal quarter ended August 3, 2013 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and (ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Vera Bradley, Inc. as of the dates and for the periods set forth therein.

 
 
/s/ Kevin J. Sierks
 
 
Kevin J. Sierks
 
 
Vice President - Controller, Chief Accounting Officer
and Interim Chief Financial Officer
 
 
 
 
 
December 12, 2013
 
 
Date