UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 12, 2011
VERA BRADLEY, INC.
(Exact name of registrant as specified in its charter)
Indiana
(State or Other Jurisdiction of Incorporation)
| 001-34918 | 27-2935063 | |
| (Commission File Number) |
(IRS Employer Identification No.) | |
| 2208 Production Road, Fort Wayne, Indiana | 46808 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
(877) 708-8372
(Registrant’s telephone number, including area code)
None
(Former name, former address and former fiscal year, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
The information in Items 7.01 and 9.01 of this Form 8-K is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
| Item 7.01 | Regulation FD Disclosure |
Vera Bradley, Inc. previously announced that the Company will be presenting at the 13th Annual ICR XChange Conference at the St. Regis Monarch Beach Resort & Spa in Dana Point, California, on Wednesday, January 12, 2011, at 1:40 p.m. Pacific Standard Time. The audio portion of the presentation will be webcast live at www.verabradley.com, in the investor relations section. An archived replay will be available two hours after the conclusion of the live presentation and will remain on the Company’s website until January 26, 2011. Copies of the slides containing financial and operating information to be used as part of the presentation are attached as Exhibit 99.1 to this Current Report and are incorporated herein by reference. The Company may also use these slides at future conferences.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| 99.1 | Slide Presentation for 13th Annual ICR XChange Conference to be held on January 12, 2011 | |
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: January 12, 2011 | /S/ JEFFREY A. BLADE | |||
| Jeffrey A. Blade Executive Vice President – Chief Financial and Administrative Officer | ||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Slide Presentation for 13th Annual ICR XChange Conference to be held on January 12, 2011 | |
Exhibit 99.1
[GRAPHIC]
LEGAL DISCLOSURES
This presentation contains forward-looking statements. These statements include statements about the plans, strategies and prospects of Vera Bradley, Inc. (the “Company”) and involve known and unknown risks that are difficult to predict. Therefore, the Company’s actual results, performance or achievements may differ materially from those expressed in or implied by these forward-looking statements. In some cases, you can identify forward-looking statements by the use of words such as “may”, “could”, “expect”, “intend”, “plan”, “seek”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, “continue”, “likely”, “will”, “would” and variations of these terms and similar expressions, or the negative of these terms or similar expressions.
These forward-looking statements are necessarily based upon estimates and assumptions that, while considered reasonable by the Company and its management, are inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to, those factors identified in the Company’s prospectus relating to its initial public offering in the sections titled “Risk Factors”, “Forward-Looking Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”.
Nothing in this presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. The Company undertakes no duty to update these forward-looking statements.
This presentation also contains a non-GAAP financial measure, adjusted operating income, on Slide 20. A reconciliation of adjusted operating income to GAAP operating income is included in the footnote on Slide 20 and in the Company’s third quarter fiscal 2011 earnings press release, which is available on the investor relations section of the Company’s website, verabradley.com.
| 2 |
|
[COMMERCIAL VIDEO CLIP]
| 3 |
|
Key investment highlights
Iconic, authentic LIFESTYLE BRAND TYL founded in 1982
Dynamic, MULTI-CHANNEL distribution model
Exceptionally loyal, DIVERSE CONSUMER FOLLOWING
High quality PORTFOLIO OF PRODUCTS that are distinctly Vera Bradley
Multiple GR OWTH OPPORTUNITIES
PROVEN TRACK RECORD of performance
| 4 |
|
LIFESTYLE BRAND
authentic lifestyle
Founded by Two Visionary Women
Our Guiding Principle
Build relationships by exceeding expectations through colorful designs and meaningful experiences
| 5 |
|
LIFESTYLE BRAND
Foundation for growth
1998
Vera Bradley Foundation for Breast Cancer created
2006 2010
Launched e-commerce business Opened design office & showroom in NYC
1982
Company founded in Fort Wayne, IN
2005
Visual Merchandising program introduced Expanded product offering
2007
Opened new warehouse & distribution facility in Fort Wayne Opened first retail store in Natick, MA
Independent sales force reorganization
2008
Opened China office
2010
Opened 39th retail store Integrated e-commerce fulfillment
| 6 |
|
MUILTI-CHANNEL
Dynamic Multi-Channel Distribution model
Provides access to broad range of consumers Allows for differentiated merchandising Multiple opportunities to shop
Brand enhancing
Indirect:
3,300 accounts
Passionate independent partners Well-established and healthy
Retail:
39 stores today
Strong same store sales Inspiring brand presentation
E- commerce:
Holistic web experience Synergistic with other channels Consumer information source
INDIRECT
E-COMMERCE
RETAIL
| 7 |
|
DIVERSE CONSUMER FOLLOWING
Universal Appeal
Multi-generational appeal Different life stages Multiple occasions
| 8 |
|
PORTFOLIO OF PRODUCTS
our strength in design
Legacy
Depth of expertise Portfolio design approach Collaborative/research based
9
PORTFOLIO OF PRODUCTS
frequency of RELEASE
Continual stream of new product releases Portfolio approach Consistently leverage Signature platform
RELEASE JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
Signature Collection Special Collections Paper & Gift
10
PORTFOLIO OF PRODUCTS
product Breadth & accessibility
VIBRANT, STYLISH PRODUCTS
Accessories $15 to $35
(32% of FY10 net revenues)
Handbags $25 to $125
(52% of FY10 net revenues)
Travel & Leisure
$15 to $130
(11% of FY10 net revenues)
Excludes merchandising, freight, promotional products and licensing revenues
11
Growth opportunities
Expand product offerings
Expand in underpenetrated markets Grow Indirect channel Grow Direct channel
Open new retail stores
12
Growth opportunities
Expand and enhance Our Product offering
Potential for Brand and Line Extensions over the next 3-5 years
Enhances product portfolio other brand extensions
Rolling Luggage
Paper
Core Products Microfiber & Nylon Canvas
other line extensions
Future Product Line/Category
BRAND EXTENSIONS
LINE EXTENSIONS
13
GROWTH OPPORTUNITIES
EXPAND IN UNDERPENETRATED MARKETS
Vera Bradley Retail Store
FY10 Consolidated Sales in Retail $
$15M+
$5M – $15M
<$5M
14
GROWTH OPPORTUNITIES
Growing the Indirect channel
Geographic expansion Development of new channels
Development of independent retailer productivity
Leverage field team
Educational and collaborative opportunities
15
Growth opportunities
Growing the Direct channel
Continue to grow established retail model Leverage strong unit economics Expand our e-commerce platform
16
GROWTH OPPORTUNITIES
Retail strategy & Capabilities
Designed with a high standard of visual merchandising Knowledgeable and passionate associates Unique store look and shopping experience Holistic, multi-channel approach Balance of brand execution and economic priorities
17
GROWTH OPPORTUNITIES
Target Store economics
Key Metrics
Average First Year Sales* $1,100 – $1,300 Estimated Gross Square Feet 1,800 Average Sales/Gross Square Foot $610 – $720 4 Wall Contribution 20% – 25% Initial Investment** $360 Cash-on-Cash Return 75% Payback Period <1.5 years
*in thousands
**less tenant allowances, plus inventory and pre-opening costs, in thousands
18
PROVEN TRACK RECORD
Consolidated Net Revenue Growth
($ in millions)
$350 $300 $250 $200 $150 $100 $50 $0 $288.9 $281.1 $256.7 $238.6 $203.8 $189.1
CY06 CY07 FY09 FY10 9 mo 9 mo FY10 FY11
Direct Indirect
19
PROVEN TRACK RECORD
Consolidated Operating income Performance
($ in millions) $60 $40 $20 $0 $54.3 $45.3 $45.7 $48.7
$27.2 $27.7
CY0 6CY07 FY09 FY10 9 mo 9 mo FY10 FY11*
Margin 24.0% 19.3% 11.4% 15.8% 13.6% 19.0%
*On a GAAP basis, operating income for the first nine months of FY11 was $26.8 million, to which we added back $21.9 million of expense related to our initial equity grants to calculate the $48.7 million shown for the period.
20
PROVEN TRACK RECORD
Long Term performance targets
Metric Target
Total Revenue Growth Mid-High Teens
Annual Store Growth (Unit Growth) 14-20 units/year
Annual Comparable Store Sales Growth Mid-High Single Digits Operating Income Margin Expansion ~30 bps/year Annual Net Income Growth High Teens
21
Key investment highlights
Iconic, authentic LIFESTYLE BRAND founded in 1982
Dynamic, MULTI -CHANNEL distribution model
Exceptionally loyal, DIVERSE CONSUMER FOLLOWING
High quality PORTFOLIO OF PRODUCTS that are distinctly Vera Bradley
Multiple GROWTH OPPORTUNITIES
PROVEN TRACK RECORD of performance
22
our culture
People Passion Creativity
23
[GRAPHIC]