SEC Filing | Vera Bradley Designs Inc

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vra-20230429

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 10-Q

___________________________


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended April 29, 2023


☐			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.)

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)

___________________________

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


Title of Each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, without par value	VRA	NASDAQ Global Select Market

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

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

☐

Emerging growth company

☐

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

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 30,915,493 shares of its common stock outstanding as of May 31, 2023.

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TABLE OF CONTENTS


PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited)

	Condensed Consolidated Balance Sheets as of April 29, 202 3 , and January 2 8 , 202 3	4

	Condensed Consolidated Statements of Operations for the Thirteen Weeks Ended April 29, 2023 , and April 30 , 202 2	5

	Condensed Consolidated Statements of Comprehensive Loss for the Thirteen Weeks Ended April 29, 2023 , and April 30, 2022	6

	Condensed Consolidated Statements of Shareholders' Equity for the Thirteen Weeks Ended April 29, 2023 , and April 30, 2022	7

	Condensed Consolidated Statements of Cash Flows for the T h irteen Weeks Ended April 29, 2023 , and A pril 30, 202 2	8

	Notes to the Condensed Consolidated Financial Statements	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	32

Item 4.	Controls and Procedures	32

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	33

Item 1A.	Risk Factors	33

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	34

Item 6.	Exhibits	35

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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 include references 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 inability to successfully implement our long-term strategic plans, including Project Restoration;

•possible declines in our comparable sales;

•possible inability to maintain and enhance our brands;

•possible failure of our multi-channel distribution model;

•possible adverse changes in general economic conditions and their impact on consumer confidence and consumer spending, including political unrest, social unrest, acts of war and terrorism, and other related matters;

•possible inability to predict and respond in a timely manner to changes in consumer demand;

•possible inability to successfully open new stores and/or operate current stores as planned;

•possible loss of key management or design associates or inability to attract and retain the talent required for our business;

•possible data security or privacy breaches or disruptions in our computer systems or websites;

•possible disruptions in our supply chain;

•possible new or increased tariffs on our products and increases in inbound and outbound freight expense that could lead to increased product costs and lower profit margins; and

•public health pandemics and actions by governmental or other actors regarding containment.

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 the above described risks and uncertainties 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 January 28, 2023, as well as in Item 1A herein.

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.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Vera Bradley, Inc.

Condensed Consolidated Balance Sheets

(in thousands)

(unaudited)


	April 29, 2023		January 28, 2023
Assets
Current assets:
Cash and cash equivalents	$	25,338	$	46,595

Accounts receivable, net	20,241		22,105
Inventories	142,742		142,275
Income taxes receivable	4,167		1,311
Prepaid expenses and other current assets	15,108		14,276

Total current assets	207,596		226,562
Operating right-of-use assets	75,148		77,954
Property, plant, and equipment, net	57,791		58,674
Intangible assets, net	15,189		15,918


Deferred income taxes	21,089		21,542
Other assets	3,117		3,851
Total assets	$	379,930	$	404,501
Liabilities, Redeemable Noncontrolling Interest, and Shareholders’ Equity
Current liabilities:
Accounts payable	$	16,536	$	20,350
Accrued employment costs	10,356		14,312
Short-term operating lease liabilities	20,280		19,714

Other accrued liabilities	13,425		12,723
Income taxes payable	390		558

Total current liabilities	60,987		67,657


Long-term operating lease liabilities	71,870		74,664

Other long-term liabilities	81		90
Total liabilities	132,938		142,411
Commitments and contingencies
Redeemable noncontrolling interest	—		10,712
Shareholders’ equity:
Preferred stock; 5,000 shares authorized, no shares issued or outstanding	—		—
Common stock, without par value; 200,000 shares authorized, 43,176 and 42,846 shares issued and 30,968 and 30,766 shares outstanding, respectively	—		—
Additional paid-in-capital	110,753		109,718
Retained earnings	269,950		274,629
Accumulated other comprehensive loss	(115)		(105)
Treasury stock	(133,596)		(132,864)
Total shareholders’ equity of Vera Bradley, Inc.	246,992		251,378
Total liabilities, redeemable noncontrolling interest, and shareholders’ equity	$	379,930	$	404,501

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

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Vera Bradley, Inc.

Condensed Consolidated Statements of Operations

(in thousands, except per share data)

(unaudited)


	Thirteen Weeks Ended
	April 29, 2023		April 30, 2022
Net revenues	$	94,362	$	98,459
Cost of sales	42,613		45,945
Gross profit	51,749		52,514
Selling, general, and administrative expenses	58,506		60,914

Other income, net	371		167
Operating loss	(6,386)		(8,233)
Interest expense, net	32		40
Loss before income taxes	(6,418)		(8,273)
Income tax benefit	(1,739)		(1,563)
Net loss	(4,679)		(6,710)
Less: Net income attributable to redeemable noncontrolling interest	—		264
Net loss attributable to Vera Bradley, Inc.	$	(4,679)	$	(6,974)

Basic weighted-average shares outstanding	30,794		32,672
Diluted weighted-average shares outstanding	30,794		32,672

Basic net loss per share available to Vera Bradley, Inc. common shareholders	$	(0.15)	$	(0.21)
Diluted net loss per share available to Vera Bradley, Inc. common shareholders	$	(0.15)	$	(0.21)

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

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Vera Bradley, Inc.

Condensed Consolidated Statements of Comprehensive Loss

(in thousands)

(unaudited)


	Thirteen Weeks Ended
	April 29, 2023		April 30, 2022
Net loss	$	(4,679)	$	(6,710)

Cumulative translation adjustment	(10)		(31)
Comprehensive loss, net of tax	(4,689)		(6,741)
Less: Comprehensive income attributable to redeemable noncontrolling interest	—		264
Comprehensive loss attributable to Vera Bradley, Inc.	$	(4,689)	$	(7,005)

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

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Vera Bradley, Inc.

Condensed Consolidated Statements of Shareholders’ Equity

(in thousands, except share data)

(unaudited)


	Number of Shares
	Common Stock	Treasury Stock	Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Shareholders’ Equity of Vera Bradley, Inc.
Balance at January 28, 2023	30,766,024	12,079,690	$	109,718	$	274,629	$	(105)	$	(132,864)	$	251,378
Net loss attributable to Vera Bradley, Inc.	—	—	—		(4,679)		—		—		(4,679)
Translation adjustments	—	—	—		—		(10)		—		(10)

Restricted shares vested, net of repurchase for taxes	330,500	—	(942)		—		—		—		(942)
Stock-based compensation	—	—	691		—		—		—		691
Treasury stock purchased	(128,100)	128,100	—		—		—		(732)		(732)
Purchase of noncontrolling interest equity adjustment	—	—	1,286		—		—		—		1,286
Balance at April 29, 2023	30,968,424	12,207,790	$	110,753	$	269,950	$	(115)	$	(133,596)	$	246,992


	Number of Shares
	Common Stock	Treasury Stock	Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Loss		Treasury Stock		Total Shareholders’ Equity of Vera Bradley, Inc.
Balance at January 29, 2022	33,170,430	9,258,741	$	107,907	$	334,364	$	(29)	$	(114,802)	$	327,440
Net loss attributable to Vera Bradley, Inc.	—	—	—		(6,974)		—		—		(6,974)
Translation adjustments	—	—	—		—		(31)		—		(31)

Restricted shares vested, net of repurchase for taxes	404,469	—	(1,410)		—		—		—		(1,410)
Stock-based compensation	—	—	543		—		—		—		543
Treasury stock purchased	(1,423,096)	1,423,096	—		—		—		(10,454)		(10,454)

Balance at April 30, 2022	32,151,803	10,681,837	$	107,040	$	327,390	$	(60)	$	(125,256)	$	309,114

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

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Vera Bradley, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(unaudited)


	Thirteen Weeks Ended
	April 29, 2023		April 30, 2022
Cash flows from operating activities
Net loss	$	(4,679)	$	(6,710)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation of property, plant, and equipment	2,086		2,192
Amortization of operating right-of-use assets	5,341		5,260

Impairment charges	—		592
Amortization of intangible assets	729		769
Provision for doubtful accounts	38		(143)

Stock-based compensation	691		543
Deferred income taxes	1,027		(123)



Other non-cash gain, net	26		—
Changes in assets and liabilities:
Accounts receivable	1,826		709
Inventories	(467)		(16,906)
Prepaid expenses and other assets	(98)		(786)
Accounts payable	(3,794)		8,165
Income taxes	(3,024)		5,925
Operating lease liabilities, net	(4,763)		(6,565)
Accrued and other liabilities	(3,694)		(4,004)
Net cash used in operating activities	(8,755)		(11,082)
Cash flows from investing activities
Purchases of property, plant, and equipment	(818)		(1,745)


Cash paid for business acquisition	(10,000)		—

Net cash used in investing activities	(10,818)		(1,745)
Cash flows from financing activities


Tax withholdings for equity compensation	(942)		(1,410)
Repurchase of common stock	(732)		(10,035)
Distributions to redeemable noncontrolling interest	—		(146)





Net cash used in financing activities	(1,674)		(11,591)
Effect of exchange rate changes on cash and cash equivalents	(10)		(31)
Net decrease in cash and cash equivalents	(21,257)		(24,449)
Cash and cash equivalents, beginning of period	46,595		88,436
Cash and cash equivalents, end of period	$	25,338	$	63,987

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Vera Bradley, Inc.

Condensed Consolidated Statements of Cash Flows

(in thousands)

(continued)

(unaudited)


	Thirteen Weeks Ended
	April 29, 2023		April 30, 2022
Supplemental disclosure of cash flow information
Cash paid (received) for income taxes, net	$	256	$	(7,359)
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 April 29, 2023 and April 30, 2022	$	—	$	419
Expenditures incurred but not yet paid as of January 28, 2023 and January 29, 2022	$	—	$	—
Purchases of property, plant, and equipment
Expenditures incurred but not yet paid as of April 29, 2023 and April 30, 2022	$	774	$	788
Expenditures incurred but not yet paid as of January 28, 2023 and January 29, 2022	$	363	$	250

Refer to Note 3 herein for supplemental cash flow information regarding the Company’s leases.

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

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Vera Bradley, Inc.

Notes to the Condensed Consolidated Financial Statements

(unaudited)

1.Description of the Company and Basis of Presentation

The term “Company” refers to Vera Bradley, Inc. and its wholly and majority owned subsidiaries, except where the context requires otherwise or where otherwise indicated.

Vera Bradley, Inc. operates two unique lifestyle brands – Vera Bradley and Pura Vida. We believe Vera Bradley and Pura Vida are complementary businesses, both with devoted, emotionally-connected, and multi-generational female customer bases; alignment as causal, comfortable, affordable, and fun brands; positioning as “gifting” and socially-connected brands; strong, entrepreneurial cultures; a keen focus on community, charity, and social consciousness; multi-channel distribution strategies; and talented leadership teams aligned and committed to the long-term success of their brands.

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.

In July 2019, Vera Bradley, Inc. acquired a 75% interest in Creative Genius, Inc., which also operates under the name Pura Vida Bracelets (“Pura Vida”). On January 30, 2023, the Company purchased the remaining 25% interest in Pura Vida. Pura Vida, based in La Jolla, California, is a digitally native lifestyle brand that we believe deeply resonates with its loyal consumer following. The Pura Vida brand has a differentiated and expanding offering of bracelets, jewelry, and other lifestyle accessories.

The Company has three reportable segments: Vera Bradley Direct (“VB Direct”), Vera Bradley Indirect (“VB Indirect”), and Pura Vida.

•The VB Direct business consists of sales of Vera Bradley products through Vera Bradley full-line and factory outlet stores in the United States; verabradley.com and verabradley.ca; the Vera Bradley online outlet site; and typically the Vera Bradley annual outlet sale in Fort Wayne, Indiana. As of April 29, 2023, the Company operated 48 full-line stores and 80 factory outlet stores. In light of the COVID-19 pandemic, the Company cancelled its calendar year 2022 annual outlet sale. The sale will resume in June 2023.

•The VB Indirect business consists of sales of Vera Bradley products to approximately 1,700 specialty retail locations, substantially all of which are located in the United States, as well as department stores, national accounts, third-party e-commerce sites, third-party inventory liquidators, and royalties recognized through licensing agreements related to the Vera Bradley brand.

•The Pura Vida segment represents revenues generated through the Pura Vida websites, www.puravidabracelets.com, www.puravidabracelets.eu, and www.puravidabracelets.ca; through the distribution of Pura Vida-branded products to wholesale retailers, substantially all of which are located in the United States; and through its five retail stores.

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 condensed or omitted as permitted by such rules and regulations. These interim condensed 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 January 28, 2023, 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 weeks ended April 29, 2023, are not necessarily indicative of the results to be expected for the full fiscal year due to, in part, the uncertainty of macroeconomic factors on future periods, including inflation and supply chain challenges, among other related matters.

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Vera Bradley, Inc.

Notes to the Condensed Consolidated Financial Statements

(unaudited)

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, including Pura Vida. The Company has eliminated intercompany balances and transactions in consolidation. In the prior year, Pura Vida was a majority owned subsidiary and was included in the consolidated financial statements of the Company. Refer to Notes 4 and 12 herein for additional information.

Fiscal Periods

The Company’s fiscal year ends on the Saturday closest to January 31. References to the fiscal quarters ended April 29, 2023 and April 30, 2022 refer to the thirteen week periods ended on those dates.

Recently Issued Accounting Pronouncements

There were no new accounting pronouncements issued or which became effective during the thirteen weeks ended April 29, 2023, which had, or are expected to have, a significant impact on the Company's Consolidated Financial Statements.

2.Revenue from Contracts with Customers

Disaggregation of Revenue

The following presents the Company's net revenues disaggregated by product category for the thirteen weeks ended April 29, 2023 and April 30, 2022 (in thousands):


	Thirteen Weeks Ended
	April 29, 2023
	VB Direct Segment			VB Indirect Segment			Pura Vida Segment			Total
Product categories
Bags	$	22,901		$	8,328		$	61		$	31,290
Travel	15,406			3,179			—			18,585
Accessories	10,494			1,958			19,011			31,463
Home	5,928			588			—			6,516
Apparel/Footwear	2,947			461			290			3,698
Other	1,229		(1)	859		(2)	722		(3)	2,810
Total net revenues	$	58,905	(4)	$	15,373	(5)	$	20,084	(4)	$	94,362

(1) Primarily includes net revenues from stationery, freight, and gift card breakage.
(2) Primarily includes net revenues from licensing agreements and freight.
(3) Related to freight.
(4) Net revenues were related to product sales recognized at a point in time.
(5) $14.7 million of net revenues related to product sales recognized at a point in time and $0.7 million of net revenues related to sales-based royalties recognized over time.

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Vera Bradley, Inc.

Notes to the Condensed Consolidated Financial Statements

(unaudited)


	Thirteen Weeks Ended
	April 30, 2022
	VB Direct Segment			VB Indirect Segment			Pura Vida Segment			Total
Product categories
Bags	$	26,132		$	9,451		$	63		$	35,646
Travel	15,088			3,073			—			18,161
Accessories	11,499			1,768			18,860			32,127
Home	5,722			1,126			—			6,848
Apparel/Footwear(6)	1,903			500			436			2,839
Other	1,292		(1)	1,059		(2)	487		(3)	2,838
Total net revenues	$	61,636	(4)	$	16,977	(5)	$	19,846	(4)	$	98,459

(1) Primarily includes net revenues from stationery, freight, and gift card breakage.
(2) Primarily includes net revenues from licensing agreements and freight.
(3) Related to freight.
(4) Net revenues were related to product sales recognized at a point in time.
(5) $16.2 million of net revenues related to product sales recognized at a point in time and $0.8 million of net revenues related to sales-based royalties recognized over time.
(6) Includes mask sales.

Contract Balances

Contract liabilities as of April 29, 2023 and January 28, 2023, were $2.9 million and $3.2 million, respectively. The balance as of April 29, 2023 and January 28, 2023 consisted of unredeemed gift cards, unearned revenue related to the monthly bracelet and jewelry clubs of the Pura Vida segment, Pura Vida loyalty club points, and Pura Vida customer deposits and payments collected before shipment. These contract liabilities are recognized within other accrued liabilities on the Company’s Condensed Consolidated Balance Sheets. Substantially all contract liabilities are recognized within one year. The Company did not have contract assets as of April 29, 2023 and January 28, 2023.

The balance for accounts receivable from contracts with customers, net of allowances, as of April 29, 2023 and January 28, 2023, was $18.8 million and $20.7 million, respectively, which is recognized within accounts receivable, net, on the Company’s Condensed Consolidated Balance Sheets. The provision for doubtful accounts was $0.8 million as of April 29, 2023 and January 28, 2023. The provision for doubtful accounts is based upon the likelihood of default expected during the life of the receivable.

Performance Obligations

The performance obligations for the VB Direct, VB Indirect, and Pura Vida segments include the promise to transfer distinct goods (or a bundle of distinct goods). The VB Indirect segment also includes the right to access intellectual property (“IP”) related to the Vera Bradley brand.

Remaining Performance Obligations

The Company does not have remaining performance obligations in excess of one year or contracts that it does not have the right to invoice as of April 29, 2023.

3.Leases

Discount Rate

The weighted-average discount rate as of April 29, 2023, and April 30, 2022 was 4.7% and 4.9%, respectively. The discount rate is not readily determinable in the lease; therefore, the Company estimated the incremental borrowing

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Vera Bradley, Inc.

Notes to the Condensed Consolidated Financial Statements

(unaudited)

rate, at the commencement date of each lease, which is the rate of interest it would have to borrow on a collateralized basis over a similar term with similar payments.

Leases Not Yet Commenced

As of April 29, 2023, the Company had one Vera Bradley retail store lease which was executed, but it did not have control of the underlying asset; therefore, the lease liability and right-of-use asset are not recorded on the Condensed Consolidated Balance Sheet. This lease contains undiscounted lease payments, which will be included in the determination of the lease liability, totaling approximately $2.4 million and has a term of approximately 10 years commencing in fiscal year 2024.

Amounts Recognized in the Condensed Consolidated Financial Statements

The following lease expense is recorded within cost of sales for the Asia sourcing office and certain equipment leases and within selling, general, and administrative expenses for all other leases, including retail store leases, in the Company's Condensed Consolidated Statement of Operations for the thirteen weeks ended April 29, 2023 and April 30, 2022 (in thousands):


	Thirteen Weeks Ended
	April 29, 2023		April 30, 2022
Operating lease cost	$	6,565	$	6,250
Variable lease cost	1,356		1,418
Short-term lease cost	122		214
Less: Sublease income (1)	(105)		—
Total net lease cost	$	7,938	$	7,882
(1) Related to the sublease of a former Company location.

The weighted-average remaining lease term as of April 29, 2023 and April 30, 2022 was 5.4 years and 5.5 years, respectively.

Supplemental operating cash flow information was as follows (in thousands):


	Thirteen Weeks Ended
	April 29, 2023		April 30, 2022
Cash paid for amounts included in the measurement of operating lease liabilities (1)	$	7,377	$	4,989
Right-of-use assets increase as a result of new and modified operating lease liabilities, net	$	2,548	$	5,788
(1) $2.5 million of lease liabilities were recorded within accounts payable on the Company's Condensed Consolidated Balance Sheets as of April 30, 2022.

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Vera Bradley, Inc.

Notes to the Condensed Consolidated Financial Statements

(unaudited)

4.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 units.

As a result of the redemption feature related to the Put/Call Agreement in the prior year, the Company recorded the prior year 25% noncontrolling interest as redeemable and classified it in temporary equity within its Condensed Consolidated Balance Sheets initially at its acquisition-date fair value. The noncontrolling interest was adjusted each reporting period for income (or loss) attributable to the noncontrolling interest. A measurement period adjustment, if any, was then made to adjust the noncontrolling interest to the higher of the redemption value or carrying value each reporting period. These adjustments were recognized through retained earnings and were not reflected in net income or net income attributable to Vera Bradley, Inc. When calculating earnings per share attributable to Vera Bradley, Inc., the Company adjusted the net income attributable to Vera Bradley, Inc. for the measurement period adjustment to the extent the redemption value exceeds the fair value of the noncontrolling interest on a cumulative basis. Refer to Note 12 for additional information regarding the purchase of the remaining 25% interest on January 30, 2023.

The components of basic and diluted earnings per share were as follows (in thousands, except per share data):


	Thirteen Weeks Ended
	April 29, 2023		April 30, 2022
Numerator:
Net loss	$	(4,679)	$	(6,710)
Less: Net income attributable to redeemable noncontrolling interest	—		264
Net loss attributable to Vera Bradley, Inc.	$	(4,679)	$	(6,974)



Denominator:
Weighted-average number of common shares (basic)	30,794		32,672
Dilutive effect of stock-based awards	—		—
Weighted-average number of common shares (diluted)	30,794		32,672

Net loss per share available to Vera Bradley, Inc. common shareholders:
Basic	$	(0.15)	$	(0.21)
Diluted	$	(0.15)	$	(0.21)

For the thirteen weeks ended April 29, 2023 and April 30, 2022, all potential common shares were excluded from the diluted share calculation because they were anti-dilutive due to the net loss in the period.

5.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.

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Vera Bradley, Inc.

Notes to the Condensed Consolidated Financial Statements

(unaudited)

The carrying amounts reflected on the Condensed Consolidated Balance Sheets for cash and cash equivalents, accounts receivable, other current assets, and accounts payable as of April 29, 2023 and January 28, 2023, approximated their fair values.

The following table details the fair value measurements of the Company's investments as of April 29, 2023 and January 28, 2023 (in thousands):


	Level 1				Level 2				Level 3
	April 29, 2023		January 28, 2023		April 29, 2023		January 28, 2023		April 29, 2023		January 28, 2023
Cash equivalents(1)	$	363	$	360	$	—	$	—	$	—	$	—














(1) Cash equivalents primarily represent a money market fund that has a maturity of three months or less at the date of purchase. Due to the short maturity, the Company believes the carrying value approximates fair value.

The Company assesses potential impairments to its long-lived assets, which includes property, plant, and equipment and lease right-of-use assets, on a quarterly basis or whenever events or circumstances indicate that the carrying amount of an asset may not be recoverable. Store-level assets and right-of-use assets are grouped at the individual store-level for the purpose of the impairment assessment. Recoverability of an asset group is measured by a comparison of the carrying amount of an asset group to its estimated undiscounted future cash flows expected to be generated by the asset group. If the carrying amount of the asset group exceeds its estimated undiscounted future cash flows, an impairment charge is recognized as the amount by which the carrying amount of the asset group exceeds the fair value of the asset group. The fair value of the store assets is determined using the discounted future cash flow method of anticipated cash flows through the store’s lease-end date using fair value measurement inputs classified as Level 3. The fair value of right-of-use assets is estimated using market comparative information for similar properties. Level 3 inputs are derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. There were no long-lived asset impairment charges for the thirteen weeks ended April 29, 2023. The Company recorded a lease right-of-use asset impairment charge of $0.6 million during the thirteen weeks ended April 30, 2022.

The discounted cash flow models used to estimate the applicable fair values involve numerous estimates and assumptions that are highly subjective. Changes to these estimates and assumptions could materially impact the fair value estimates. The estimates and assumptions critical to the overall fair value estimates include: (1) estimated future cash flow generated at the store level; (2) discount rates used to derive the present value factors used in determining the fair values; and (3) market rentals at the retail store. These and other estimates and assumptions are impacted by economic conditions and our expectations and may change in the future based on period-specific facts and circumstances. If economic conditions were to deteriorate, future impairment charges may be required which may be material.

On a nonrecurring basis, assets recognized or disclosed at fair value on the consolidated financial statements include items such as property, plant, and equipment, including leasehold improvements, and operating lease assets, as well as assets related to the Pura Vida acquisition including goodwill (in the prior year) and intangible assets. These assets are measured at fair value if determined to be impaired. There were no goodwill or intangible asset impairment charges recorded during the thirteen weeks ended April 29, 2023 or April 30, 2022.

6.Debt

On September 7, 2018, Vera Bradley Designs, Inc. (“VBD”), a wholly-owned subsidiary of the Company, entered into an asset-based revolving Credit Agreement (the “Credit Agreement”) among VBD, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto. The Credit Agreement provides for certain credit facilities to VBD in an aggregate principal amount not to initially exceed the lesser of $75.0 million or the amount of borrowing availability determined in accordance with a borrowing base of certain assets. Any proceeds of the credit facilities will be used to finance general corporate purposes of VBD and its subsidiaries, including but not limited to Vera Bradley International, LLC and Vera Bradley Sales, LLC (collectively, the “Named Subsidiaries”). The Credit Agreement also contains an option for VBD to arrange with lenders to increase the aggregate principal amount by up to $25.0 million.

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Vera Bradley, Inc.

Notes to the Condensed Consolidated Financial Statements

(unaudited)

Amounts outstanding under the Credit Agreement bear interest at a per annum rate equal to either (i) for CBFR borrowings (including swingline loans), the CB Floating Rate, where the CB Floating Rate is the prime rate which shall never be less than the adjusted one month LIBOR rate on such day, plus the Applicable Rate, where the Applicable Rate is a percentage spread ranging from -1.00% to -1.50% or (ii) for each eurodollar borrowing, the Adjusted LIBO Rate, where the Adjusted LIBO Rate is the LIBO rate for such interest period multiplied by the statutory reserve rate, for the interest period in effect for such borrowing, plus the Applicable Rate, where the Applicable Rate is a percentage ranging from 1.00% to 1.30%. The applicable CB Floating Rate, Adjusted LIBO Rate, or LIBO Rate shall be determined by the administrative agent. The Credit Agreement also requires VBD to pay a commitment fee for the unused portion of the revolving facility of up to 0.20% per annum.

VBD’s obligations under the Credit Agreement are guaranteed by the Company and the Named Subsidiaries. The obligations of VBD under the Credit Agreement are secured by substantially all of the respective assets of VBD, the Company, and the Named Subsidiaries and are further secured by the equity interests in VBD and the Named Subsidiaries.

The Credit Agreement contains various affirmative and negative covenants, including restrictions on the Company's ability to incur debt or liens; engage in mergers or consolidations; make certain investments, acquisitions, loans, and advances; sell assets; enter into certain swap agreements; pay dividends or make distributions or make other restricted payments; engage in certain transactions with affiliates; and amend, modify, or waive any of its rights related to subordinated indebtedness and certain charter and other organizational, governing, and material agreements. The Company may avoid certain of such restrictions by meeting payment conditions defined in the Credit Agreement.

The Credit Agreement also requires the Loan Parties to maintain a minimum fixed charge coverage ratio of 1.00 during periods when borrowing availability is less than the greater of (A) $7.5 million, and (B) 10% of the lesser of (i) the aggregate revolving commitment, and (ii) the borrowing base. The fixed charge coverage ratio, availability, aggregate revolving commitment, and the borrowing base are further defined in the Credit Agreement.

The Credit Agreement contains customary events of default, including, among other things: (i) the failure to pay any principal, interest, or other fees under the Credit Agreement; (ii) the making of any materially incorrect representation or warranty; (iii) the failure to observe or perform any covenant, condition, or agreement in the Credit Agreement or related agreements; (iv) a cross default with respect to other material indebtedness; (v) bankruptcy and insolvency events; (vi) unsatisfied material final judgments; (vii) Employee Retirement Income Security Act of 1974 (“ERISA”) events that could reasonably be expected to have a material adverse effect; and (viii) a change in control (as defined in the Credit Agreement).

Any commitments made under the Credit Agreement mature on September 7, 2023.

As of April 29, 2023 and January 28, 2023, the Company had no borrowings outstanding and availability of $75.0 million under the Credit Agreement.

7.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. 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 April 29, 2023, was 27.1%, compared to 18.9% for the thirteen weeks ended April 30, 2022. The year-over-year effective tax rate increase was primarily due to the relative impact of permanent and discrete items in the current-year period compared to the prior-year period, primarily as a result of stock-based compensation, noncontrolling interest in the prior-year period, and non-deductible executive compensation.

Refer to Note 12 herein for information regarding the deferred income tax adjustment associated with the purchase of the remaining 25% interest in Pura Vida on January 30, 2023.

8.Stock-Based Compensation

The Company recognizes stock-based compensation expense, for its awards of restricted stock units, in an amount equal to the fair market value of the underlying stock on the grant date of the respective award.

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Vera Bradley, Inc.

Notes to the Condensed Consolidated Financial Statements

(unaudited)

The Company reserved 3,000,000 shares of common stock for issuance or transfer under the 2020 Equity and Incentive Plan, which allows for grants of restricted stock units, as well as other equity awards. The Company maintains the 2010 Equity and Incentive Plan for awards granted prior to the effectiveness of the 2020 Equity and Incentive Plan.

At the Company's annual meeting on May 25, 2023, subsequent to the end of the first quarter, the Company's shareholders approved an amendment to the 2020 Equity and Incentive Plan to add an additional 3,000,000 shares of common stock to the plan.

Awards of Restricted Stock Units

During the thirteen weeks ended April 29, 2023, the Company granted 542,570 time-based and performance-based restricted stock units with an aggregate fair value of $3.2 million to certain employees and non-employee directors under the 2020 Equity and Incentive Plan compared to 841,369 time-based and performance-based restricted stock units with an aggregate fair value of $6.3 million in the same period of the prior year. On May 8, 2023, subsequent to the end of the first quarter, the Company granted 168,854 time-based and performance-based restricted stock units with an aggregate fair value of $0.9 million to Michael Schwindle, Chief Financial Officer of Vera Bradley, Inc.

The majority of 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. Restricted stock units issued to non-employee directors vest after a one-year period from the grant date. The Company recognizes the expense relating to these units, net of estimated forfeitures, on a straight-line basis over the vesting period.

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 and the Company’s achievement of annual earnings per share targets, or other Company performance targets, during the three-year performance period. The Company recognizes the expense relating to these units, net of estimated forfeitures, based on the probable outcome of achievement of the financial targets, on a straight-line basis over three years.

The following table sets forth a summary of restricted stock unit activity for the thirteen weeks ended April 29, 2023 (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 January 28, 2023	965	$	5.74	523	$	4.71
Granted	321	5.99		222	5.99
Vested	(396)	6.93		(94)	4.08
Forfeited	(40)	6.82		(40)	6.82
Nonvested units outstanding at April 29, 2023	850	$	5.23	611	$	5.14

As of April 29, 2023, there was $5.2 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 2.4 years, subject to meeting performance conditions.

9.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 claims, employee benefits, environmental issues, and other matters. Management believes that at this time it is not probable that any of these claims will have a material adverse effect on the Company’s financial condition, results of operations, or cash flows. However, the outcomes of legal proceedings and

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Vera Bradley, Inc.

Notes to the Condensed Consolidated Financial Statements

(unaudited)

claims brought against the Company are subject to uncertainty, and future developments could cause these actions or claims, individually or in aggregate, to have a material adverse effect on the Company’s financial condition, results of operations, or cash flows of a particular reporting period.

In August of 2019, Vesi Incorporated (“Vesi”) filed suit against the Company in the U.S. District Court for the Southern District of Ohio related to the Company’s licensing business and alleging breach of fiduciary duty, unfair competition, defamation, and tortious interference with prospective business relationships. The complaint seeks damages in an amount not less than $10.0 million for punitive damages, attorney fees, prejudgment interest, and any other additional relief. The Company has denied any liability and intends to vigorously defend itself in the case. In November 2019, the Company filed a counterclaim against the principals of Vesi as personal guarantors for monies owed to the Company by Vesi. The Company filed a motion for summary judgement asking the Court to dismiss all claims with prejudice and grant judgement on its counterclaim. On January 4, 2023, the Court granted the Company’s motion for summary judgment dismissing Vesi’s claims and also granted judgment on the Company’s counterclaims against the principals of Vesi for an immaterial amount. Vesi has appealed this decision. At this time, we are not able to estimate a possible loss or range of loss that may result from this matter or to determine whether such loss, if any, would have a material adverse effect on our financial condition or results of operations due to the fact that the Company is vigorously defending itself and management believes that the Company has a number of meritorious legal defenses.

10.Common Stock

In December 2021, the Company's board of directors approved a share repurchase plan (the “2021 Share Repurchase Program”) which authorized Company management to utilize up to $50.0 million of available cash for repurchases of shares of the Company's common stock. The 2021 Share Repurchase Program went into effect beginning December 13, 2021 and expires in December 2024.

The Company purchased 128,100 shares at an average price of $5.71 per share, excluding commissions, for an aggregate amount of $0.7 million during the thirteen weeks ended April 29, 2023 under the 2021 Share Repurchase Program. There was $27.0 million remaining available to repurchase shares of the Company's common stock under the 2021 Share Repurchase Program as of April 29, 2023.

As of April 29, 2023, the Company held as treasury shares 12,207,790 shares of its common stock at an average price of $10.94 per share, excluding commissions, for an aggregate carrying amount of $133.6 million. The Company’s treasury shares may be issued under the 2010 Equity and Incentive Plan (with respect to outstanding awards under that plan), under the 2020 Equity and Incentive Plan, or for other corporate purposes.

11.Cloud Computing Arrangements

The Company capitalizes implementation costs associated with its Cloud Computing Arrangements (“CCA”) consistent with costs capitalized for internal-use software. The CCA costs are amortized over the term of the related hosting agreement, taking into consideration renewal options, if any. The renewal period is included in the amortization period if determined that the option is reasonably certain to be exercised. The amortization expense is recorded within selling, general, and administrative expenses in the Company's Condensed Consolidated Statements of Operations, which is within the same line item as the related hosting fees. The balance of the unamortized CCA implementation costs totaled $5.7 million and $6.4 million as of April 29, 2023 and January 28, 2023, respectively. Of this total, $2.9 million and $3.0 million was recorded within prepaid expenses and other current assets and $2.8 million and $3.4 million was recorded within other assets on the Company's Condensed Consolidated Balance Sheets as of April 29, 2023 and January 28, 2023, respectively. The CCA implementation costs are recorded within operating activities in the Company's Condensed Consolidated Statements of Cash Flows.

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Vera Bradley, Inc.

Notes to the Condensed Consolidated Financial Statements

(unaudited)

12.Redeemable Noncontrolling Interest

Redeemable noncontrolling interest represents the remaining twenty-five percent (25%) interest in Pura Vida not acquired by the Company until January 30, 2023.

On July 16, 2019, the Company purchased 75% of Pura Vida's outstanding equity interest and entered into a Put/Call Agreement with the Sellers (the “Put/Call Agreement”) providing for certain rights with respect to the purchase by the Company and sale by the Sellers of the Remaining Pura Vida Interests. On January 23, 2023, the Company and certain of its subsidiaries entered into an Interest Purchase Agreement (the “Interest Purchase Agreement”) with Creative Genius Holdings, Inc. a California corporation, Creative Genius Investments, Inc., a California corporation, Griffin Thall, and Paul Goodman (collectively “Sellers”) to purchase the remaining 25% of the outstanding membership interests (the “Remaining Pura Vida Interests”) of Creative Genius, LLC, a California limited liability company (“Pura Vida”).

Pursuant to the Interest Purchase Agreement, and subject to the terms and conditions thereof, on the closing date (January 30, 2023), the Company acquired the Remaining Pura Vida Interests (the “Transaction”) in exchange for cash consideration consisting of $10.0 million paid at closing, subject to certain adjustments. The Transaction was not subject to financing conditions. The Company’s existing available cash and cash equivalents funded the purchase price. Following completion of the Transaction, the Company owns 100% of the ownership interests in Pura Vida.

The Interest Purchase Agreement provides that, as of the closing of the Transaction, all rights and obligations of the Company and the Sellers under any agreements among the parties, including the Put/Call Agreement, were terminated.

As a result of the Transaction, the Company recorded a decrease to redeemable noncontrolling interest of $10.7 million. The difference between the fair value of the consideration paid and the balance of the redeemable noncontrolling interest resulted in $0.7 million recognized in additional paid-in capital (“APIC”) during the thirteen weeks ended April 29, 2023. In addition, there was an APIC adjustment of $0.6 million related to deferred income taxes for the purchase of the redeemable noncontrolling interest. The total APIC adjustment for this matter during the thirteen weeks ended April 29, 2023, was $1.3 million.

Changes in redeemable noncontrolling interest for the thirteen weeks ended April 29, 2023, were as follows (in thousands):


Balance at January 28, 2023	$	10,712
Adjustment for purchase of noncontrolling interest	(10,712)

Balance at April 29, 2023	$	—

Changes in redeemable noncontrolling interest for the thirteen weeks ended April 30, 2022, were as follows (in thousands):


Balance at January 29, 2022	$	30,974
Net income attributable to redeemable noncontrolling interest	264

Distributions to redeemable noncontrolling interest	(146)

Balance at April 30, 2022	$	31,092

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Vera Bradley, Inc.

Notes to the Condensed Consolidated Financial Statements

(unaudited)

13.Intangible Assets and Goodwill

The following tables detail the carrying value of the Company's intangible assets other than goodwill related to the acquisition of a majority interest in Pura Vida. On January 30, 2023, the Company purchased the remaining 25% interest in Pura Vida.


	April 29, 2023
in thousands	Gross Basis		Accumulated Amortization(1)		Carrying Amount
Definite-lived intangible assets
Customer Relationships	$	24,208	$	(20,685)	$	3,523
Non-competition Agreements	788		(788)		—
Total definite-lived intangible assets	24,996		(21,473)		3,523

Indefinite-lived intangible asset
Pura Vida Brand (2)	11,666		—		11,666

Total intangible assets, excluding goodwill	$	36,662	$	(21,473)	$	15,189

(1) Amortization expense is recorded within the Pura Vida segment.
(2) Impairment charges of $9.9 million and $15.1 million were recorded within the Pura Vida segment during the second and fourth quarters of fiscal 2023.


	January 28, 2023
in thousands	Gross Basis		Accumulated Amortization(1)		Carrying Amount
Definite-lived intangible assets
Customer Relationships	$	24,208	$	(19,956)	$	4,252
Non-competition Agreements	788		(788)		—
Total definite-lived intangible assets	24,996		(20,744)		4,252

Indefinite-lived intangible asset
Pura Vida Brand (2)	11,666		—		11,666

Total intangible assets, excluding goodwill	$	36,662	$	(20,744)	$	15,918

(1) Amortization expense is recorded within the Pura Vida segment.
(2) Impairment charges of $9.9 million and $15.1 million were recorded within the Pura Vida segment during the second and fourth quarters of fiscal 2023.

Amortization expense is recorded within selling, general, and administrative expenses in the Company's Condensed Consolidated Statement of Operations. The future amortization expense for intangible assets is as follows (in thousands):


	Amortization Expense
Fiscal 2024 (remaining nine months)	2,187
Fiscal 2025	1,336
Total	$	3,523

There was no goodwill balance as of April 29, 2023 and January 28, 2023 due to impairment charges recorded during fiscal 2023.

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Vera Bradley, Inc.

Notes to the Condensed Consolidated Financial Statements

(unaudited)

14.Cost Savings Initiatives and Other Charges

Cost Savings Initiatives and Severance Charges

During fiscal 2023, the Company began implementation of its targeted cost reductions, which are expected to be fully realized in fiscal 2025. Expense savings are being derived across various areas of the Company, including retail store efficiencies, marketing expenses, information technology contracts, professional services, logistics and operational costs, and corporate payroll.

The Company has incurred the following charges during the thirteen weeks ended April 29, 2023 (in thousands):


	Reportable Segment
	VB Direct		VB Indirect		Pura Vida		Unallocated Corporate Expenses		Total Expense
Severance charges (1)	$	342	$	—	$	—	$	1,647	$	1,989
Consulting fees and other costs (2)	—		—		—		105		105
Total (3)	$	342	$	—	$	—	$	1,752	$	2,094

(1) Includes former CFO severance
(2) Related to professional fees
(3) Recorded within selling, general, and administrative ("SG&A") expenses

A summary of charges and related liabilities associated with the cost savings initiatives and severance charges are as follows (in thousands):


	Severance Charges and Cash Retention Payment Acceleration Charges (1)		Consulting Fees and Other Costs
Liability as of January 28, 2023	$	3,083	$	60
Fiscal 2024 charges	1,989		105
Cash payments	(2,913)		(165)

Liability as of April 29, 2023	$	2,159	$	—

(1) Remaining liability is recorded within accrued employment costs

During the thirteen weeks ended April 30, 2022, the Company incurred $0.2 million for consulting costs associated with cost savings initiatives recognized within SG&A and corporate unallocated expenses.

15.Segment Reporting

The Company has three operating segments, which are also its reportable segments: VB Direct, VB Indirect, and Pura Vida. 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 VB Direct segment includes Vera Bradley full-line and factory outlet stores; the Vera Bradley websites, verabradley.com and verabradley.ca; the Vera Bradley online outlet site; and typically the Vera Bradley annual outlet sale. Revenues generated from this segment are driven through the sale of Vera Bradley-branded products from Vera Bradley to end consumers.

The VB Indirect segment represents revenues generated through the distribution of Vera Bradley-branded products to specialty retailers representing approximately 1,700 locations, substantially all of which are located in the United States; key accounts, which include department stores, national accounts, third-party e-commerce sites, and third-party inventory liquidators; and royalties recognized through licensing agreements related to the Vera Bradley brand.

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Vera Bradley, Inc.

Notes to the Condensed Consolidated Financial Statements

(unaudited)

The Pura Vida segment represents revenues generated through the Pura Vida websites, www.puravidabracelets.com, www.puravidabracelets.eu, and www.puravidabracelets.ca; through the distribution of Pura Vida-branded products to wholesale retailers, substantially all of which are located in the United States; and through the Pura Vida retail stores.

Corporate costs represent the Company’s administrative expenses, which include, but are not limited to: human resources, legal, finance, information technology, design, product development, merchandising, corporate-level marketing and advertising, and various other corporate-level-activity-related expenses not directly attributable to a reportable segment. All intercompany-related activities are eliminated in consolidation and are excluded from the segment reporting.

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 during the thirteen weeks ended April 29, 2023 and April 30, 2022, respectively, consisted of the following (in thousands):


	Thirteen Weeks Ended
	April 29, 2023		April 30, 2022
Segment net revenues:
VB Direct	$	58,905	$	61,636
VB Indirect	15,373		16,977
Pura Vida	20,084		19,846
Total	$	94,362	$	98,459
Segment operating income:
VB Direct	$	7,340	$	5,503
VB Indirect	4,706		5,479
Pura Vida	1,562		1,056
Total	$	13,608	$	12,038
Reconciliation:
Segment operating income	$	13,608	$	12,038
Less:
Unallocated corporate expenses	(19,994)		(20,271)
Operating loss	$	(6,386)	$	(8,233)

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion summarizes the significant factors affecting the condensed consolidated operating results, financial condition, liquidity, and cash flows of the Company as of and for the thirteen weeks ended April 29, 2023 and April 30, 2022. The following discussion should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended January 28, 2023, and our unaudited condensed consolidated financial statements and the related notes included in Item 1 of this Quarterly Report. The results of operations for the thirteen weeks ended April 29, 2023, are not necessarily indicative of the results to be expected for the full fiscal year.

Strategic Progress, Macroeconomic Factors, and Other Factors Impacting our Financial Condition and Results of Operations

Strategic Progress. In the first quarter of fiscal 2024, we began work on Project Restoration, which is focused on four key pillars of the business for each brand to help drive long-term profitable growth. These pillars are: Consumer, Brand, Product, and Channel. To support Project Restoration, and to lay the groundwork for our success, we made additional corporate changes, including the elimination of approximately 25 corporate positions. We also announced additional cost reductions as part of our overall plan to right-size the expense structure of our Company.

These expense savings are expected to be fully realized in fiscal 2025. Savings are being derived across various areas of the Company, including retail store efficiencies, marketing expenses, information technology contracts, professional services, logistics and operational costs, and corporate payroll. We will continue to review our expense structure for additional cost reduction opportunities.

To assist in driving profitable growth and supporting the execution of Project Restoration, Michael Schwindle joined the Company as Chief Financial Officer on May 8, 2023, subsequent to the end of the first quarter.

As a result of these cost savings initiatives, as well as a result of our CFO transition, we recorded severance charges of approximately $2.0 million within SG&A expenses during the thirteen weeks ended April 29, 2023. Refer to Note 14 to the Notes to the Condensed Consolidated Financial Statements herein for additional information.

Macroeconomic and Other Factors. We have been impacted by higher tariffs from previously duty-free countries, where we source products, as a result of the expiration of the Generalized System of Preferences (“GSP”) duty-free status at the end of calendar year 2020. In addition, the macroeconomic environment has been further challenged by inflationary pressures, including high gas prices, and other related factors that have impacted consumer discretionary spending. We continued to see weakness in the Vera Bradley factory store business in the first quarter. However, we have seen improving trends in our Pura Vida e-commerce and wholesale channels.

Within our supply chain, the COVID-19 pandemic caused disruptions that have resulted in delivery delays and increased inbound and outbound shipping costs. However, these supply chain disruptions began to stabilize towards the end of fiscal 2023. We began to see favorability in our operating results associated with the reduction in these costs in the first quarter of fiscal 2024 compared to the prior-year period.

We also implemented strategic price increases across both of our brands to mitigate some of these inflationary and supply chain pressures in late fiscal 2022 and early fiscal 2023. We will continue to monitor our pricing as it relates to the current macroeconomic trends.

While we continue to actively monitor this rapidly evolving macroeconomic environment and are working to mitigate the situation, these matters could have a material adverse effect on our liquidity, operating results, and financial condition.

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 sales of our merchandise and revenue from distribution and shipping and handling fees, less returns and discounts. Revenues for the VB Direct segment reflect sales through Vera Bradley full-line and factory outlet stores; the Vera Bradley websites verabradley.com and verabradley.ca; and our Vera Bradley online outlet site. The Vera Bradley annual outlet sale was cancelled in the prior year but will resume in June 2023. Revenues for the VB Indirect segment reflect sales of Vera Bradley-branded products to specialty retail partners; department stores; national accounts; third-party e-commerce sites; third-party inventory liquidators; and royalties recognized through licensing agreements related to the Vera Bradley brand. Revenues for the Pura Vida segment reflect revenues generated through the Pura Vida websites, www.puravidabracelets.com, www.puravidabracelets.eu, and www.puravidabracelets.ca; through the distribution of Pura Vida-branded products to wholesale retailers; and through Pura Vida retail stores.

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Comparable Sales

Comparable sales are calculated based upon our stores that have been open for at least 12 full fiscal months and net revenues from our Vera Bradley e-commerce operations. Comparable store sales are calculated based solely upon stores that have been open for at least 12 full fiscal months. Remodeled stores are included in both comparable sales and comparable store sales unless the store was closed for more than one week of the current or comparable prior period, in which case the non-comparable temporary closure periods are not included, 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 sales and comparable store sales may not be comparable to similar data made available by other companies. Non-comparable sales include sales from stores not included in comparable sales or comparable store sales.

Measuring the change in year-over-year comparable sales allows us and our investors to evaluate how our store base and e-commerce operations are performing. Various factors affect our comparable 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 and level of promotions;

•Amount of store, mall, and e-commerce traffic;

•The level of customer service that we provide in stores and to our on-line customers;

•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 marketing 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 merchandise, distribution center costs, operations overhead, duty, all inbound freight costs incurred, and inventory adjustments, if any. 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; inbound freight and other logistical costs; operational efficiencies, such as leveraging of fixed costs; promotional activities, including free shipping; commodity prices, such as for cotton; tariffs; and labor costs.

Selling, General, and Administrative Expenses (“SG&A”)

SG&A expenses include selling; advertising, marketing, and product development; and administrative expenses. Selling expenses include:

•VB Direct business expenses, such as store expenses, employee compensation, and store occupancy and supply costs;

•VB Indirect business expenses consisting primarily of employee compensation and other expenses associated with sales to Indirect retailers; and

•Pura Vida business expenses primarily related to employee compensation and store expenses.

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. Administrative expenses include employee compensation for corporate functions, corporate headquarters occupancy costs, consulting and software expenses, and charitable donations, as well as severance charges and consulting fees associated with cost savings initiatives disclosed in Note 14 to the Notes to the Condensed Consolidated Financial Statements herein.

Other Income, Net

Other income, net primarily includes certain legal settlements, sales tax credits received for timely filings, and sublease income.

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Operating Loss

Operating loss is equal to gross profit less SG&A expenses plus other income, net. Operating loss excludes interest income, interest expense, and income taxes.

Net Loss

Net loss is equal to operating loss plus interest income less interest expense and income taxes.

Net Income Attributable to Redeemable Noncontrolling Interest

Net income attributable to redeemable noncontrolling interest represents the operating results of Pura Vida that are not attributable to Vera Bradley, Inc, which was applicable for our prior year, fiscal 2023.

Net Loss Attributable to Vera Bradley, Inc.

Net loss attributable to Vera Bradley, Inc. is equal to net loss less net income attributable to redeemable noncontrolling interest.

Impairment Charges

Goodwill and Other Intangible Assets

We perform our annual impairment test over the indefinite-lived Pura Vida brand (and goodwill in prior years) during the second quarter of each fiscal year.

Refer to Note 15 to the Notes to the Consolidated Financial Statements filed with the SEC on Form 10-K for the fiscal year ended January 28, 2023, for additional information regarding the goodwill and indefinite-lived intangible assets impairment tests and impairment charges recorded during fiscal 2023. There were no impairment charges recorded during the thirteen weeks ended April 29, 2023 or April 30, 2022.

Long-lived Assets

Property, plant, and equipment and lease right-of-use assets (the “asset group” for store-related assets) are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable. The reviews are conducted at the lowest identifiable level of cash flows. If the estimated undiscounted future cash flows related to the asset group are less than the carrying value, we recognize a loss equal to the difference between the carrying value and the fair value, as further defined in Note 5 to the Notes to the Condensed Consolidated Financial Statements herein. An impairment charge of $0.6 million was recognized during thirteen weeks ended April 30, 2022 for a lease right-of use asset and is recorded in SG&A expenses and within corporate unallocated expenses. There were no impairment charges recorded during the thirteen weeks ended April 29, 2023. We are unable to predict the extent of the impact that the inflationary environment and supply chain challenges could have on our operations, the economy, or other factors; therefore, it is possible additional impairments could be identified in future periods, and such amounts could be material.

Results of Operations

The following tables summarize key components of our condensed consolidated results of operations for the periods indicated, both in dollars and as a percentage of our net revenues ($ in thousands):

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	Thirteen Weeks Ended
	April 29, 2023			April 30, 2022
Statement of Operations Data:
Net revenues	$	94,362		$	98,459
Cost of sales	42,613			45,945
Gross profit	51,749			52,514
Selling, general, and administrative expenses	58,506			60,914

Other income, net	371			167
Operating loss	(6,386)			(8,233)
Interest expense, net	32			40
Loss before income taxes	(6,418)			(8,273)
Income tax benefit	(1,739)			(1,563)
Net loss	(4,679)			(6,710)
Less: Net income attributable to redeemable noncontrolling interest	—			264
Net loss attributable to Vera Bradley, Inc.	$	(4,679)		$	(6,974)
Percentage of Net Revenues:
Net revenues	100.0		%	100.0		%
Cost of sales	45.2		%	46.7		%
Gross profit	54.8		%	53.3		%
Selling, general, and administrative expenses	62.0		%	61.9		%

Other income, net	0.4		%	0.2		%
Operating loss	(6.8)		%	(8.4)		%
Interest expense, net	—		%	—		%
Loss before income taxes	(6.8)		%	(8.4)		%
Income tax benefit	(1.8)		%	(1.6)		%
Net loss	(5.0)		%	(6.8)		%
Less: Net income attributable to redeemable noncontrolling interest	—		%	0.3		%
Net loss attributable to Vera Bradley, Inc.	(5.0)		%	(7.1)		%

The following tables present net revenues and operating income by operating segment, both in dollars and as a percentage of associated net revenues, and store data for the periods indicated ($ in thousands, except as otherwise indicated):


	Thirteen Weeks Ended
	April 29, 2023			April 30, 2022
Net Revenues by Segment:
VB Direct	$	58,905		$	61,636
VB Indirect	15,373			16,977
Pura Vida	20,084			19,846
Total	$	94,362		$	98,459
Percentage of Net Revenues by Segment:
VB Direct	62.4		%	62.6		%
VB Indirect	16.3		%	17.2		%
Pura Vida	21.3		%	20.2		%
Total	100.0		%	100.0		%

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	Thirteen Weeks Ended
	April 29, 2023			April 30, 2022
Operating Income (Loss) by Segment:
VB Direct	$	7,340		$	5,503
VB Indirect	4,706			5,479
Pura Vida	1,562			1,056
Less: Corporate unallocated	(19,994)			(20,271)
Total	$	(6,386)		$	(8,233)
Operating Income as a Percentage of Net Revenues by Segment:
VB Direct	12.5		%	8.9		%
VB Indirect	30.6		%	32.3		%
Pura Vida	7.8		%	5.3		%
Vera Bradley Store Data (1):
Total stores opened during period	2			2
Total stores closed during period	(4)			(3)
Total stores open at end of period	128			144
Total gross square footage at end of period	381,987			401,132
Average net revenues per gross square foot (2)	$	99		$	103
Comparable sales (including e-commerce) decrease (3)	(3.3)		%	(11.1)		%

(1)Includes Vera Bradley full-line and factory outlet stores. These figures do not include Pura Vida retail locations or Pura Vida e-commerce operations.

(2)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.

(3)Comparable sales are calculated based upon stores that have been open for at least 12 full fiscal months and net revenues from e-commerce operations. Decrease is reported as a percentage of the comparable sales for the same period in the prior fiscal year. Remodeled stores are included in comparable sales unless the store was closed for a portion of the current or comparable prior period, in which case the non-comparable temporary closure periods are not included, or the remodel resulted in a significant change in square footage.

Thirteen Weeks Ended April 29, 2023, Compared to Thirteen Weeks Ended April 30, 2022

Net Revenues

For the thirteen weeks ended April 29, 2023, net revenues decreased $4.1 million, or 4.2%, to $94.4 million, from $98.5 million in the comparable prior-year period.

VB Direct. For the thirteen weeks ended April 29, 2023, net revenues in the VB Direct segment decreased $2.7 million, or 4.4%, to $58.9 million, from $61.6 million in the comparable prior-year period. Vera Bradley comparable sales decreased $2.0 million, or 3.3%, which includes an 8.7% decrease in comparable store sales, partially offset by a 6.7% increase in e-commerce sales. In addition, non-comparable store revenue decreased $0.6 million. Closed retail store locations were partially offset by two factory stores opened in the current year. The decrease in comparable sales and comparable store sales was impacted by reduced traffic, conversion, and units sold primarily in the factory outlet channel.

VB Indirect. For the thirteen weeks ended April 29, 2023, net revenues in the VB Indirect segment decreased $1.6 million, or 9.4%, to $15.4 million, from $17.0 million in the comparable prior-year period. The decrease was primarily due to a one-time key account order that did not recur in the current-year period, along with channel mix changes.

Pura Vida. For the thirteen weeks ended April 29, 2023, net revenues in the Pura Vida segment increased $0.3 million, or 1.2%, to $20.1 million, from $19.8 million in the comparable prior-year period. The increase was primarily due to four non-comparable retail stores opened in the prior year, partially offset by a decline in e-commerce sales.

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Gross Profit

For the thirteen weeks ended April 29, 2023, gross profit decreased $0.8 million, or 1.5%, to $51.7 million, from $52.5 million in the comparable prior-year period. As a percentage of net revenues, gross profit increased to 54.8% for the thirteen weeks ended April 29, 2023, from 53.3% in the comparable prior-year period. Gross profit as a percentage of net revenues for the current-year period was positively impacted by the sell-through of previously reserved excess inventory, as well as a decrease in inbound and outbound freight and shipping costs which was partially offset by an increase in promotional activity.

Selling, General, and Administrative Expenses

For the thirteen weeks ended April 29, 2023, SG&A expenses decreased $2.4 million, or 4.0%, to $58.5 million, from $60.9 million in the comparable prior-year period. As a percentage of net revenues, SG&A expenses increased to 62.0% for the thirteen weeks ended April 29, 2023, from 61.9% in the comparable prior-year period. SG&A expenses related to Vera Bradley and corporate unallocated were $47.8 million compared to $50.4 million in the comparable prior-year period. SG&A expenses related to Pura Vida were $10.7 million compared to $10.5 million in the comparable prior-year period. The decrease in consolidated SG&A expenses for the thirteen weeks ended April 29, 2023 was primarily due to a decrease in employee-related expenses of $2.2 million due to a reduction in headcount, partially offset by an increase in incentive compensation due to Company performance estimates; a decrease in marketing and advertising expenses of $1.0 million; $0.6 million related to a lease right-of-use asset impairment charge in the prior year that did not recur in the current year; and $0.6 million in other expense reductions.

The aforementioned decreases in SG&A expenses were partially offset by $2.0 million in severance expenses associated with our CFO transition and cost savings initiatives.

SG&A expenses as a percentage of net revenues were flat compared to the prior-year period.

Other Income, Net

For the thirteen weeks ended April 29, 2023, net other income increased $0.2 million to other income of $0.4 million compared to $0.2 million in the comparable prior-year period. The increase in net other income was primarily due to a legal settlement in the current year that did not occur in the prior year, as well as sublease income.

Operating Loss

For the thirteen weeks ended April 29, 2023, operating loss decreased $1.8 million to $(6.4) million in the current-year period, from operating loss of $(8.2) million in the comparable prior-year period. As a percentage of net revenues, operating loss was (6.8)% and (8.4)% for the thirteen weeks ended April 29, 2023 and April 30, 2022, respectively. Operating loss decreased due to the factors described in the captions above.

VB Direct. For the thirteen weeks ended April 29, 2023, operating income in the VB Direct segment increased $1.8 million, to $7.3 million from $5.5 million in the comparable prior-year period. As a percentage of VB Direct segment net revenues, operating income in the VB Direct segment was 12.5% and 8.9% for the thirteen weeks ended April 29, 2023 and April 30, 2022, respectively. The increase in operating income as a percentage of VB Direct segment net revenues was primarily due to a decrease in employee-related expenses due to closed stores and cost savings initiatives; a decline in marketing and advertising expense; and an increase in gross margin as a percentage of net revenues as described above. These increases were partially offset by SG&A expense deleverage associated with decreased sales.

VB Indirect. For the thirteen weeks ended April 29, 2023, operating income in the VB Indirect segment decreased $0.8 million, or 14.1%, to $4.7 million from $5.5 million in the comparable prior-year period. As a percentage of VB Indirect segment net revenues, operating income in the VB Indirect segment was 30.6% and 32.3% for the thirteen weeks ended April 29, 2023 and April 30, 2022, respectively. The decrease in operating income as a percentage of VB Indirect segment net revenues was due to SG&A expense deleverage associated with decreased sales, partially offset by an increase in gross margin as a percentage of net revenues as described above.

Pura Vida. For the thirteen weeks ended April 29, 2023, operating income in the Pura Vida segment increased $0.5 million to $1.6 million from $1.1 million in the comparable prior-year period. As a percentage of Pura Vida segment net revenues, operating income in the Pura Vida segment was 7.8% and 5.3% for the thirteen weeks ended April 29, 2023 and April 30, 2022, respectively. The increase in operating income as a percentage of Pura Vida net revenues was primarily due to an increase in gross margin as a percentage of net revenues as described above. In addition, there was a decrease in marketing and advertising expense which was partially offset by expenses associated with non-comparable retail stores opened in the prior year and SG&A expense deleverage associated with a decrease in sales, excluding non-comparable stores.

Corporate Unallocated. For the thirteen weeks ended April 29, 2023, unallocated expenses decreased $0.3 million, or 1.4%, to $20.0 million from $20.3 million in the comparable prior-year period. The decrease in unallocated expenses was primarily due

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to corporate expense reductions of $0.8 million, a reduction in employee-related expenses of $0.7 million primarily related to lower headcount, partially offset by an increase in incentive compensation expense as a result of Company performance estimates, and $0.6 million related to a lease right-of-use asset impairment charge in the prior year that did not recur in the current year. These reductions were partially offset by severance charges of $1.6 million and a $0.2 million increase in corporate advertising expense.

Income Tax Benefit

The effective tax rate for the thirteen weeks ended April 29, 2023, was 27.1%, compared to 18.9% for the thirteen weeks ended April 30, 2022. The year-over year effective tax rate increase was primarily due to the relative impact of permanent and discrete items in the current-year period compared to the prior-year period, primarily as a result of stock-based compensation, noncontrolling interest in the prior-year period, and non-deductible executive compensation.

Net Loss

For the thirteen weeks ended April 29, 2023, net loss decreased $2.0 million to $(4.7) million from net loss of $(6.7) million in the comparable prior-year period due to the factors described in the captions above.

Net Income Attributable to Redeemable Noncontrolling Interest

For the thirteen weeks ended April 30, 2022, net income attributable to redeemable noncontrolling interest was $0.3 million. This represents the allocation of the Pura Vida net income to the noncontrolling interest. On January 30, 2023, we purchased the remaining 25% interest in Pura Vida resulting in 100% ownership. As a result, there was no noncontrolling interest for the current-year period.

Net Loss Attributable to Vera Bradley, Inc.

For the thirteen weeks ended April 29, 2023, net loss attributable to Vera Bradley, Inc. decreased $2.3 million to $(4.7) million from $(7.0) million in the comparable prior-year period due to the factors described in the captions above.

Liquidity and Capital Resources

General

Our primary sources of liquidity are cash on hand and cash equivalents, as well as cash flow from operations. We also have access to additional liquidity, if needed, through borrowings under our $75.0 million asset-based revolving credit agreement (the “Credit Agreement”). There was no debt outstanding as of April 29, 2023. Historically, our primary cash needs have been for merchandise inventories; payroll; store rent; capital expenditures associated with operational equipment, buildings, information technology, and opening new stores; and share repurchases. The most significant components of our working capital are cash and cash equivalents, merchandise inventories, accounts receivable, accounts payable, and other current liabilities.

We believe that cash on hand and cash equivalents, cash flows from operating activities, and the availability of borrowings under our Credit Agreement or other financing arrangements will be sufficient to meet working capital requirements and anticipated capital expenditures, and other strategic uses of cash, if any, for the foreseeable future.

Cash Flow Analysis

A summary of operating, investing, and financing activities is shown in the following table (in thousands):


	Thirteen Weeks Ended
	April 29, 2023		April 30, 2022
Net cash used in operating activities	$	(8,755)	$	(11,082)
Net cash used in investing activities	(10,818)		(1,745)
Net cash used in financing activities	(1,674)		(11,591)

Net Cash Used in Operating Activities

Net cash used in operating activities consists primarily of net loss adjusted for non-cash items, including depreciation, amortization, impairment charges, deferred taxes, and stock-based compensation; and the effect of changes in assets and liabilities.

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Net cash used in operating activities for the thirteen weeks ended April 29, 2023 was $8.8 million compared to $11.1 million for the thirteen weeks ended April 30, 2022. The decrease in cash used in operating activities was primarily related to a decrease in the net loss of $2.0 million and the change in non-cash items of $0.8 million, as well as the change in assets and liabilities. The source of cash provided by lower inventory receipts, the timing of collection of tenant allowances associated with our store leases, and lower accounts receivable due to VB Indirect segment sales, as well as increased accounts receivable collections due in part to certain Vera Bradley key account payments and the timing of other payments, was offset by the timing of accounts payable and the change in income taxes. There was a net income tax refund of $7.4 million in the prior-year period compared to net cash payments of $0.3 million in the current-year period. Severance payments of $2.9 million made in the current year related to prior year accruals were partially offset by accruals of $2.0 million in the current year.

Net Cash Used in Investing Activities

Investing activities consist primarily of investments and capital expenditures related to new store openings, buildings, operational equipment, and information technology investments.

Net cash used in investing activities was $10.8 million for the thirteen weeks ended April 29, 2023 compared to $1.7 million for the thirteen weeks ended April 30, 2022. The increase in cash used in investing activities was a result of the purchase of the remaining 25% interest in Pura Vida for $10.0 million, partially offset by a decline in property, plant, and equipment spending as a result of a lower amount of new store construction in the current year and Vera Bradley relocations in the prior year that did not recur.

Capital expenditures for fiscal 2024 are expected to be approximately $5.0 million.

Net Cash Used in Financing Activities

Net cash used in financing activities was $1.7 million for the thirteen weeks ended April 29, 2023 compared to $11.6 million for the thirteen weeks ended April 30, 2022. The decrease in cash used in financing activities was primarily due to $0.7 million of common stock repurchases in the current-year period compared to $10.0 million in the comparable prior-year period.

Credit Agreement

On September 7, 2018, Vera Bradley Designs, Inc. (“VBD”), a wholly-owned subsidiary of the Company, entered into an asset-based revolving Credit Agreement (the “Credit Agreement”) among VBD, JPMorgan Chase Bank, N.A., as administrative agent, and the lenders from time to time party thereto. The Credit Agreement provides for certain credit facilities to VBD in an aggregate principal amount not to initially exceed the lesser of $75.0 million or the amount of borrowing availability determined in accordance with a borrowing base of certain assets. Borrowings under the credit facilities are available to finance general corporate purposes of VBD and its subsidiaries, including but not limited to Vera Bradley International, LLC and Vera Bradley Sales, LLC (collectively, the “Named Subsidiaries”). The Credit Agreement also contains an option for VBD to arrange with lenders to increase the aggregate principal amount by up to $25.0 million.

For further information regarding the Credit Agreement, please see Note 6 of the Notes to Condensed Consolidated Financial Statements herein.

Material Cash Requirements

With the exception of $2.0 million of severance accruals in the first quarter of the current year, as of April 29, 2023, there were no material changes outside the ordinary course of business to material cash requirements, as disclosed in our Annual Report on Form 10-K for the fiscal year ended January 28, 2023.

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 January 28, 2023.

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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 January 28, 2023. There were no significant changes to any of the critical accounting policies and estimates described in the Annual Report as of April 29, 2023.

Recently Issued Accounting Pronouncements

Refer to Note 1 “Description of the Company and Basis of Presentation” within Item 1 “Financial Statements” of this Quarterly Report on Form 10-Q for a discussion of recently issued accounting pronouncements.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of April 29, 2023, 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 January 28, 2023.

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 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 Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of April 29, 2023.

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.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

The Company is subject to other legal proceedings from time to time in the ordinary course of business, but does not believe any of these such claims would have a material adverse impact on the Company at this time.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors previously set forth in the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2023.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

In December 2021, the Company's board of directors approved a new share repurchase plan (the “2021 Share Repurchase Program”) which authorized Company management to utilize up to $50.0 million of available cash for repurchases of shares of the Company's common stock. The 2021 Share Repurchase Program was effective beginning December 13, 2021 and expires in December 2024.

Details regarding the activity under the program during the thirteen weeks ended April 29, 2023 are as follows:


Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Approximate Dollar Value of Shares that May Yet be Purchased Under the Plans or Program
January 29, 2023 - February 25, 2023	39,300	$	5.65	39,300	$	27,507,912
February 26, 2023 - April 1, 2023	51,900	5.70		51,900	27,212,162
April 2, 2023 - April 29, 2023	36,900	5.80		36,900	26,998,299
	128,100	$	5.71	128,100

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ITEM 6. EXHIBITS

a. Exhibits

Exhibit
No.

Description

10.1

Fiscal 2024 Annual Incentive Compensation Plan (Executives)

31.1

CEO Section 302 Certification

31.2

CFO Section 302 Certification

32.1

Section 906 Certifications*

101.INS

Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

Furnished, not filed.

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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 7, 2023						/s/ Michael Schwindle
						Michael Schwindle
						Chief Financial Officer

Document

Exhibit 10.1

Corporate Annual Incentive Compensation Plan

Executive Officers

Fiscal 2024

Plan Overview

Awards under this Annual Incentive Compensation Plan ("Annual Plan") are granted under and governed by the terms and conditions of the Vera Bradley, Inc. 2020 Equity and Incentive Plan (the “2020 Plan”), as amended. Any term capitalized herein but not defined will have the meaning set forth in the 2020 Plan.

This Annual Plan is designed to give each eligible Participant (as defined in the attached Administrative Guidelines) an opportunity to share in the Company's success for the fiscal year ending February 3, 2024 (the "Performance Period"). The incentive is intended to be an inducement for future faithful service as well as a reward for performance. The incentive opportunity for the Performance Period is based on a percentage of each Participant's Base Salary (as defined herein) and will be earned based on three independent performance measures: (1) Brand/Enterprise Performance (made up of net revenue and operating income), (2) Brand/ Enterprise Strategic Objectives, and (3) Individual Financial Goals. Collectively, these are referred to as the “FY24 Performance Measures.”

Calculation of Incentive Opportunity

The incentive opportunity for each Participant is determined based on a percentage of each Participant's Base Salary (as defined below) based upon the Participant’s level:



	Incentive Opportunity as a Percentage of Base Salary
Participant Level	Threshold	Target	Excellence
Chief Executive Officer	25%	100%	200%
Executive Officer II	15%	60%	120%
Executive Officer I	12.5%	50%	100%

"Base Salary" is defined as the Participant's gross base salary (before taxes and deductions) paid by the Company to the Participant during the Performance Period.

Each Participant will have the opportunity to earn the incentive set forth above based on the level of achievement against the FY24 Performance Measures. The applicability and weighting of the FY24 Performance Measures relative to the total incentive opportunity is also based upon the Participant’s level as follows:

Vera Bradley/Pura Vida Brand - 90% Brand; 10% Enterprise


	As a Percentage of Total Target Incentive Opportunity Shown Above
	Brand Performance		Enterprise Performance	Brand Strategic Objectives	Individual Financial Goals
Participant Level	Net Revenue	Operating Income	Operating Income
Executive Officer II	20%	20%	10%	25%	25%
Executive Officer I	20%	20%	10%	25%	25%

Enterprise - 100% Enterprise Performance; 0% Brand Performance


	As a Percentage of Total Target Incentive Opportunity Shown Above
	Brand Performance		Enterprise Performance		Enterprise Strategic Objectives	Individual Financial Goals
Participant Level	Net Revenue	Operating Income	Net Revenue	Operating Income

Chief Executive Officer	0%	0%	25%	25%	25%	25%
Executive Officer II	0%	0%	25%	25%	25%	25%
Executive Officer I	0%	0%	25%	25%	25%	25%

Brand and Enterprise Financial Performance

Payouts for Financial Performance are based on meeting two independent financial metrics, which are net revenue and operating income. Assuming at least threshold levels of performance against the Performance goals are met during the Performance Period, the actual payout levels will range from 25%-200% of target. The actual amount of Financial Performance goals is considered to be confidential information and is not included in this document, but can be obtained from Human Resources.


Net Revenue Performance Level			Payout as a Percentage of the Portion of Incentive Tied to Corporate Performance*
Threshold			25%
Target			100%
Excellence			200%
Operating Income Performance Level			Payout as a Percentage of the Portion of Incentive Tied to Corporate Performance*
Threshold			25%
Target			100%
Excellence			200%

*Payout levels are determined using linear interpolation for results falling between the three performance levels.

Brand and Enterprise Strategic Objectives

Payouts for performance against the Brand and Enterprise Strategic Objectives will be based on performance against the following objectives:

Vera Bradley Brand Strategic Objectives:

•Restore Core Product - Deliver updated designs

•Restore Core Brand - Clarify brand position

•Restore Core Customer - Create multi-year customer file growth plan

•Balanced Sales Footprint - Achieve channel growth

•Expense Management - Deliver savings above FY24 plan

Pura Vida Brand Strategic Objectives

•Restore Core Product - Achieve string and jewelry/accessories growth

•Restore Core Brand - Clarify brand position

•Restore Core Customer - Develop diversified marketing plan

•Drive Repeat Purchases

•Expense Management - Deliver savings above FY24 plan

Enterprise Strategic Objectives:

•Drive Stock Price and Shareholder Return

•Gross Margin Management - Exceed gross profit plan

•Talent Management - Achieve engagement score plan

•Expense Management - Reduce total SG&A expense

•ESG & Corporate Responsibility - Improve process and product to sustain a brighter, more beautiful tomorrow

Assuming threshold levels of performance against the Brand and Enterprise Strategic Objectives are met during the Performance Period, the actual payout levels will range from 25%-200% of target. The Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) shall determine the level of performance achieved against the Brand and Enterprise Strategic Objectives in its sole discretion.

Individual Financial Goals

Payouts for performance against the Individual Financial Goals will be based on a Participant’s overall achievement of personal objectives, as determined by the Participant’s supervisor and approved by the Compensation Committee. Payout levels for achievement of the Individual Financial Goals range from 0%-200% of that portion of incentive tied to the Individual Financial Goals.

Administrative Guidelines

1.The CEO direct reports at an Executive Officer level and certain designated Executive Officers are eligible to participate in this Annual Plan. Any question regarding eligibility for participation in this Annual Plan shall be resolved by the Compensation Committee, in the Committee’s sole discretion.

2.Participation in this Annual Plan neither gives any employee the right to be retained as an employee nor limits the Company's right to discharge or discipline any employee.

3.Final payout of any bonus under this Plan is subject to the final approval of the Chief Financial Officer and Vice President, Human Resources and as necessary the Compensation Committee.

4.Participants placed on a Performance Improvement Plan or who are on Step 3 Probation within six months of when payment is made under this Plan will not be eligible for such payment.

5.Certification of Results. Before any Awards under the Annual Plan are deemed earned with respect to a Performance Period, the Compensation Committee shall certify, in accordance with Section 9.5 of the 2020 Plan, in writing (i) that the performance goals have been met for the Performance Period, and (ii) the calculation of "Operating Income" and "Net Revenue" for the Performance Period.

a.Definition of "Operating Income". For purposes of this Annual Plan, the term "Operating Income" means, with respect to the Performance Period related to any Awards, the Company's consolidated operating income, as determined in accordance with U.S. GAAP, adjusted to exclude the effects, as shown on the financial statements furnished as part of Form 8-K (announcing the Company's fiscal year-end financial results) for any fiscal year of the Company ending with or within the Performance Period, of (i) any acquisition during the Performance Period, including the amortization expense of intangible assets acquired during the Performance Period, (ii) material charges or income arising from litigation, (iii) corporate restructuring, asset impairment, or other special charges, and (iv) cumulative effect of changes to U.S. GAAP accounting.

b.Definition of "Net Revenue". For purposes of this Annual Plan, the term "Net Revenue" means, with respect to the Performance Period related to any Awards, the Company's consolidated net revenue, as determined in accordance with U.S. GAAP.

6.Except as provided herein, (a) no Participant will be entitled to an incentive payment under the Plan unless the Participant is employed by the Company or an Affiliate in an eligible position on the day the incentive payment is made, and (b) a Participant who separates from Service for any reason prior to the date of payment of such incentive will not be entitled to a prorated award, unless otherwise required by applicable state law. By way of clarification, should a Participant separate from Service and be rehired within the same Performance Period, the Participant shall not be given credit for prior periods Service. Notwithstanding the preceding provisions, the following provisions will apply if, during the Performance Period (or after the Performance Period and prior to the date of payment), you cease providing Services

due to death, Disability or Retirement (and provided that you have not otherwise engaged in an act that would constitute Cause):

i.Death or Disability: In the event a Participant's Service terminates as a result of death or Disability prior to the date on which the incentive payment is made, the outstanding Award shall be treated as earned at the actual level for both the Company performance and at the target level for individual performance with any such earned Awards becoming fully vested and paid out as provided in section 8, below.

ii.Retirement: In the event a Participant's Service with the Company terminates as a result of Retirement during the Performance Period, the outstanding Award shall be earned based on the actual Company performance level obtained (determined at the end of the Performance Period) and target individual performance level, with any such earned Awards becoming fully vested and paid out as provided in section 8, below. Retirement age is defined as the individual’s early or normal retirement date as defined by the United States Social Security Administration.

7.Notwithstanding anything to the contrary in this Annual Plan, in the event of a Change in Control of the Company during the Performance Period, then the outstanding Award shall be treated as earned at the target level, but prorated based on the number of full fiscal months (in which the Participant provided Service throughout such month) during the Performance Period, with any such earned

Awards becoming fully vested and paid out on a as soon as practicable (but not later than 30 calendar days) following the Change in Control. For purposes of this Annual Plan, the term "Change in Control" shall mean the occurrence of any one or more of the following: (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or group (within the meaning of the Exchange Act and the rules of the Securities and Exchange Commission as in effect on the date of this Award), other than (i) Barbara Baekgaard, Patricia Miller, Michael Ray and Kim Colby and their respective heirs and descendants and any trust established for the benefit of such Persons, (ii) the Company or a corporation owned directly or indirectly by the shareholders of the Company in substantially the same proportions as their ownership of stock of the Company, or (iii) any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate, of securities of the Company representing more than twenty-five percent (25%) of the combined voting power of the Company's then outstanding securities; (b) the occupation of a majority of the seats (other than vacant seats) on the Board by Persons who were neither (i) nominated by the Board nor (ii) appointed by directors so nominated; or (c) the consummation of (i) an agreement for the sale or disposition of all or substantially all of the Company's assets, or (ii) a merger, consolidation or reorganization of the Company with or involving any other corporation, other than a merger, consolidation or reorganization that results in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least fifty percent (50%) of the combined voting power of the voting securities of the Company (or such surviving entity) outstanding immediately after such merger, consolidation or reorganization.

8.All Participants will receive an award that is prorated based on Base Salary earned during the Performance Period.

9.In the event that a Participant joins the Company at any time during the final three fiscal months of the Performance Period, such participant will not be eligible to participate in this Plan.

10.All goal attainment calculations will follow normal rounding guidelines (i.e., 93.1% to 93.49% = 93%; 93.5% to 93.9% = 94%).

11.Payments under the Annual Plan will be paid in cash after the end of the Company's fiscal tax year but no later than the 15th day of the third month following the Company's fiscal tax year on which the annual incentives under this Annual Plan are based.

12.The Company shall have the power and the right to deduct or withhold an amount sufficient to satisfy federal, state, and local taxes (including FICA obligations), domestic or foreign, and other deductions required to be withheld by law with respect to this Award.

13.Record keeping and computation required by this Annual Plan will be subject to review by third-party auditors, and by the Compensation Committee.

14.Interpretations, determinations, and actions regarding plan administration shall be made by the Compensation Committee. Any such determinations and any interpretation, rule, or decision under the Annual Plan or in carrying out or administering the Annual Plan, is final and binding for all purposes and upon all interested persons, their heirs, and personal representatives. The Company or its designee may rely conclusively on determinations made by the Company and its auditors to determine related information for purposes of administration of the Annual Plan, whether such information is determined by the Company, its auditors, or a third-party vendor engaged to provide such information to the Company.

15.While it is the intent of the Company to continue this Annual Plan as stated herein, the Company reserves the right to amend or discontinue the plan at any time in its sole discretion.

16.No Participant can assign, encumber or transfer any of his or her rights and interests under the Award described in this document, except, in the event of his or her death, by will or the laws of descent and distribution.

17.The rights granted under this document are in all respects subject to the provisions of the 2020 Plan to the same extent and with the same effect as if they were set forth fully therein. If the terms of this document or the Award conflict with the terms of the 2020 Plan, the 2020 Plan will control.

18.Awards under this Plan shall be subject to all other Company policies, as amended, including but not limited to the Vera Bradley Compensation Recoupment Policy.

Document

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Jacqueline Ardrey, 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: June 7, 2023						/s/ Jacqueline Ardrey
						Jacqueline Ardrey
						Chief Executive Officer

Document

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Michael Schwindle, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Vera Bradley, Inc.;

(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: June 7, 2023						/s/ Michael Schwindle
						Michael Schwindle
						Chief Financial Officer

Document

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, Jacqueline Ardrey, the Chief Executive Officer of Vera Bradley, Inc., certify that (i) the quarterly report on Form 10-Q for the fiscal quarter ended April 29, 2023 (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/ Jacqueline Ardrey
						Jacqueline Ardrey
						Chief Executive Officer

						June 7, 2023
						Date

I, Michael Schwindle, the Chief Financial Officer of Vera Bradley, Inc., certify that (i) the quarterly report on Form 10-Q for the fiscal quarter ended April 29, 2023 (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/ Michael Schwindle
						Michael Schwindle
						Chief Financial Officer

						June 7, 2023
						Date