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Form 8-K Vera Bradley, Inc. For: Dec 10

December 10, 2014 8:05 AM EST



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): December�10, 2014
___________________________�
VERA BRADLEY, INC.
(Exact name of registrant as specified in its charter)
___________________________
Indiana
001-34918
27-2935063
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
12420 Stonebridge Road,
Roanoke, Indiana
46783
(Address of Principal Executive Offices)
(Zip Code)
(877) 708-8372
(Registrants 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 2.02 and 9.01 of this Form 8-K is being furnished and shall not be deemed filed for the purpose of Section�18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in this Form 8-K shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
Item�2.02 Results of Operations and Financial Condition
On December�10, 2014, Vera Bradley, Inc. issued an earnings press release for the quarterly period ended November�1, 2014. The press release, including attachments, is furnished as Exhibit 99.1 to this report.
Item�9.01 Financial Statements and Exhibits
(d) Exhibits
99.1
Press Release dated December 10, 2014
















































SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Vera Bradley, Inc.
(Registrant)
Date: December 10, 2014
/s/ Kevin J. Sierks
Kevin J. Sierks
Executive Vice President  Chief Financial Officer





EXHIBIT INDEX
Exhibit�No.
Description
99.1
Press release dated December 10, 2014




VERA BRADLEY ANNOUNCES FISCAL YEAR 2015 THIRD QUARTER RESULTS

Third quarter net revenues from continuing operations totaled $125.2 million

Income from continuing operations totaled $8.7 million, or $0.21 per diluted share, for the quarter

Company ends quarter with strong cash position of $90.3 million and year-over-year
inventories down 29.4%

Company purchased $3.5 million under $40 million share repurchase plan

Company expects earnings from continuing operations of $1.00 to $1.05 per share for fiscal year

FORT WAYNE, Ind., December 10, 2014 - Vera Bradley, Inc. (Nasdaq: VRA) (Vera Bradley or the Company) today announced its financial results for the third quarter and nine months ended November 1, 2014.

Overview of Third Quarter and Year-to-Date Results

Net revenues from continuing operations totaled $125.2 million for the current year third quarter, compared to $128.9 million in the prior year third quarter ended November 2, 2013. Income from continuing operations totaled $8.7 million, or $0.21 per diluted share, for the current year third quarter compared to $15.7 million, or $0.39 per diluted share, in the prior year third quarter.

For the nine months ended November 1, 2014, net revenues from continuing operations totaled $356.4 million, compared to $374.5 million in the prior year nine months ended November 2, 2013. Income from continuing operations totaled $23.5 million, or $0.58 per diluted share, for the current year nine month period compared to $40.2 million, or $0.99 per diluted share, in the comparable prior year period.

Robert Wallstrom, Chief Executive Officer, noted, We exceeded our earnings per share guidance for the quarter. Our third quarter revenues and gross margin rate were in the mid-range of our guidance; SG&A was favorable to our expectations due to expense control and the timing of certain expenses that will be incurred in the fourth quarter.

Wallstrom continued, We remain confident that our five-year strategic plan and the steps we are taking to evolve our merchandising, distribution and marketing are the right ones for the future of our business. We are in the early stages of our transformation, and we have made substantial progress over the last three quarters in modernizing and elevating our product assortments, expanding our reach through new store openings, evolving to a made-for-outlet model in our factory outlet stores, enhancing our online presence and growing our department store relationships. We continue to face short-term challenges, such as weak store traffic, but believe we are heading in the right direction and that these efforts will pay off in the years ahead.

Importantly, we have carefully managed our inventories and ended the quarter with a very solid cash position, Wallstrom added.

Discontinued Operations

In June 2014, the Company entered into a five-year agreement with Mitsubishi Corporation Fashion Company and Look Inc. to import and distribute Vera Bradley products in Japan. As a result of moving to this wholesale business model, the Company exited its direct business in Japan during the third quarter of fiscal 2015 and is accounting for it as a discontinued operation. Income statement numbers referenced in this release reflect the Companys continuing operations.








Third Quarter Results

Current year third quarter net revenues from continuing operations of $125.2 million were in the mid-range of the Companys guidance of $123 million to $128 million. Prior year third quarter revenues from continuing operations totaled $128.9 million.

Current year third quarter Direct segment revenues totaled $77.9 million, a 15.1% increase over $67.7 million in the prior year third quarter. In the Companys stores, third quarter year-over-year net revenues grew 10.4%, reflecting the opening of 11 full-line and 12 factory outlet stores during the past 12 months. Comparable sales (including e-commerce) increased 0.9% for the quarter (reflecting a 13.5% decline in comparable store sales and a 22.2% increase in e-commerce sales). As expected, third quarter comparable store sales were negatively impacted by year-over-year declines in store traffic.

Indirect segment revenues decreased 22.8% to $47.3 million from $61.2 million in the prior year third quarter, primarily due to lower orders from the Companys specialty retail accounts as well as a reduction in the number of specialty retail accounts.

Gross profit from continuing operations for the quarter totaled $65.8 million, or 52.5% of net revenues, compared to $71.2 million, or 55.2% of net revenues, in the prior year third quarter. The year-over-year decline in gross margin rate was primarily related to deleveraging overhead costs and modestly increased year-over-year online promotional activity. The third quarter gross margin rate was consistent with guidance of 52.0% to 53.0%.

SG&A expense from continuing operations totaled $53.3 million, or 42.5% of net revenues, in the current year third quarter, compared to $47.6 million, or 36.9% of net revenues, in the prior year third quarter. As expected, SG&A dollars increased over the prior year primarily due to strategic investments including new store expenses, key management additions, marketing and e-commerce initiatives. The SG&A expense rate was below the 43.0% to 44.5% guidance primarily due to cost containment efforts and the timing of approximately $300,000 of expenses which were delayed to the fourth quarter.

Operating income from continuing operations totaled $13.6 million, or 10.9% of net revenues, in the current year third quarter, compared to $24.7 million, or 19.2% of net revenues, in the prior year third quarter.

The effective tax rate was 34.9% for the quarter compared to 36.3% in the prior year third quarter. The year-over-year decrease in the effective rate was due primarily to state tax matters including a reversal of reserves no longer deemed necessary.

YTD Results

Current year net revenues from continuing operations for the nine months totaled $356.4 million, compared to $374.5 million in the same period last year.

Direct segment revenues totaled $227.9 million for the nine months ended November 1, 2014, a 6.7% increase over $213.5 million in the prior year comparable period. In the Companys stores, current year-over-year net revenues grew 6.5%, reflecting the opening of 11 full-line and 12 factory outlet stores during the past 12 months, which was partially offset by a comparable store sales decline. Comparable sales (including e-commerce) fell 4.0% for the nine months (reflecting a 14.0% decline in comparable store sales and a 10.8% increase in e-commerce sales).

For the nine months, Indirect segment revenues decreased 20.2% to $128.5 million from $160.9 million in the prior year, primarily due to lower orders from the Companys specialty retail accounts as well as a reduction in the number of specialty retail accounts.

Gross profit from continuing operations for the nine months totaled $189.0 million, or 53.0% of net revenues, compared to $209.6 million, or 56.0% of net revenues, in the comparable prior year period. The year-over-year decline in gross margin rate was primarily related to deleveraging overhead costs and increased year-over-year promotional activity.

SG&A expense from continuing operations totaled $154.0 million, or 43.2% of net revenues, in the current year nine months, compared to $148.7 million, or 39.7% of net revenues, in the prior year period.

Operating income from continuing operations totaled $38.1 million, or 10.7% of net revenues, in the current year nine-month period, compared to $64.5 million, or 17.2% of net revenues, in the prior year period.

The effective tax rate was 37.9% for the nine months compared to 37.2% in the prior year nine months.






Cash flow from operating activities for the nine months totaled $56.3 million, compared to $34.8 million for the same period last year. The improvement was driven primarily by a reduction in inventory levels.

Cash and cash equivalents as of November 1, 2014 totaled $90.3 million compared to $13.7 million at the end of last years third quarter. The Company had no debt outstanding at November 1, 2014. Quarter-end inventory was $106.3 million, below guidance of $125 million to $135 million and compared to $150.5 million last year. Net capital spending for the nine months totaled $22.4 million.

During the third quarter, the Company repurchased approximately $3.5 million of common stock under its $40 million share repurchase plan (equating to approximately 169,000 shares at an average price of $20.96).

Fourth Quarter and Fiscal Year 2015 Outlook

For the fourth quarter of fiscal 2015, on a continuing operations basis, the Company expects:
"
Net revenues to be in the range of $158 million to $163 million compared to prior year fourth quarter revenues of $156.4 million.
"
The gross margin rate to range from 53.5% to 54.5% compared to 52.8% in the prior year fourth quarter.
"
SG&A as a percent of sales to range from 35.5% to 36.5% compared to 33.6% in the prior year fourth quarter.
"
Diluted earnings per share from continuing operations to be in the range of $0.43 to $0.47, based on diluted weighted-average shares outstanding of 40.4 million and an effective tax rate of 38.4%. Diluted earnings per share from continuing operations totaled $0.49 in the prior year fourth quarter.

The Company expects inventory to be $100 million to $110 million at the end of the fiscal year, compared to $136.9 million at the end of last fiscal year.

For fiscal 2015, on a continuing operations basis, the Company expects:
"
Net revenues to be in the range of $514 million to $520 million compared to $530.9 million last year.
"
The gross margin rate to range from 53.0% to 53.5% compared to 55.0% last year.
"
SG&A as a percent of sales to range from 40.8% to 41.3% compared to 37.9% last year.
"
Diluted earnings per share from continuing operations to be in the range of $1.00 to $1.05, based on diluted weighted-average shares outstanding of 40.6 million and an effective tax rate of 38.4%. Diluted earnings per share from continuing operations totaled $1.48 last year.
"
Net capital spending of approximately $40.0 million.

Call Information

A conference call to discuss fiscal 2015 third quarter results is scheduled for today, Wednesday, December 10, 2014, at 9:30 a.m. Eastern Time. A broadcast of the call will be available via Vera Bradleys Investor Relations section of its website, www.verabradley.com. Alternatively, interested parties may dial into the call at (888) 587-0613, and enter the access code 5189386. A replay of the call will be available shortly after the conclusion of the call and remain available through December 24, 2014. To access the recording, listeners should dial (877) 870-5176, and enter the access code 5189386.

About Vera Bradley, Inc.

Vera Bradley is a leading designer of womens handbags and accessories, luggage and travel items, eyewear, stationery and gifts. Founded in 1982 by friends Barbara Bradley Baekgaard and Patricia R. Miller, the brands iconic designs and versatile styles offer women of all ages a colorful way to accessorize every look.

Vera Bradley offers a unique, multi-channel sales model as well as a focus on service and a high level of customer engagement. The Company sells its products through two reportable segments: Direct and Indirect. The Direct business consists of sales of Vera Bradley products through the Companys full-line and factory outlet stores in the United States, verabradley.com, eBay and its annual outlet sale in Fort Wayne, Indiana. The Indirect business consists of sales of Vera Bradley products to approximately 2,700 specialty retail doors, substantially all of which are located in the United States, as well as select department stores, national accounts, third party e-commerce sites, its wholesale business in Japan and third-party inventory liquidation.

The Companys commitment to breast cancer research continues to increase its reach through the Vera Bradley Foundation for Breast Cancer.






For more information about Vera Bradley (Nasdaq: VRA), visit www.verabradley.com/mediaroom.

Website Information

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

Vera Bradley Safe Harbor Statement

Certain statements in this release are "forward-looking statements" made pursuant to the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements reflect the Company's current expectations or beliefs concerning future events and are subject to various risks and uncertainties that may cause actual results to differ materially from those that we expected, including: possible adverse changes in general economic conditions and their impact on consumer confidence and spending; possible inability to predict and respond in a timely manner to changes in consumer demand; possible loss of key management or design associates or inability to attract and retain the talent required for our business; possible inability to maintain and enhance our brand; possible inability to successfully implement our growth strategies or manage our growing business; possible inability to successfully open new stores as planned; adverse changes in the cost of raw materials and labor used to manufacture our products; and possible adverse effects resulting from a significant disruption in our single distribution facility. For a discussion of these 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 Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended February 1, 2014 and Part II, Item 1A of our Quarterly Report on Form 10-Q for the quarter ended November 1, 2014. We undertake no obligation to publicly update or revise any forward-looking statement. Financial schedules are attached to this release.

CONTACTS:
Investors:
Julia Bentley, VP of Investor Relations and Communications
(260) 207-5116

Media:����
877-708-VERA (8372)����������������


����





Vera Bradley, Inc.
Consolidated Balance Sheets
(in thousands)
(unaudited)
November�1,
2014
February�1,
2014
November�2,
2013
Assets
Current assets:
Cash and cash equivalents
$
90,334

$
59,215

$
13,712

Accounts receivable, net
38,136

29,174

44,976

Inventories
106,256

136,923

150,512

Income taxes receivable
2,717



1,632

Prepaid expenses and other current assets
9,303

9,952

9,964

Deferred income taxes
15,297

13,094

12,373

Total current assets
262,043

248,358

233,169

Property, plant, and equipment, net
103,567

84,940

81,969

Other assets
614

1,085

1,289

Total assets
$
366,224

$
334,383

$
316,427

Liabilities and Shareholders Equity
Current liabilities:
Accounts payable
$
28,511

$
27,745

$
27,595

Accrued employment costs
14,039

10,586

11,691

Other accrued liabilities
17,699

14,891

15,867

Income taxes payable
2,592

1,625



Total current liabilities
62,841

54,847

55,153

Deferred income taxes
3,323

4,643

6,539

Other long-term liabilities
24,010

19,746

18,962

Total liabilities
90,174

79,236

80,654

Shareholders equity:
Additional paid-in-capital
80,488

78,153

78,061

Retained earnings
199,108

178,002

158,556

Accumulated other comprehensive loss
(13
)
(1,008
)
(844
)
Treasury stock
(3,533
)




Total shareholders equity
276,050

255,147

235,773

Total liabilities and shareholders equity
$
366,224

$
334,383

$
316,427






Vera Bradley, Inc.
Consolidated Statements of Income
(in thousands, except per share data)
(unaudited)
Thirteen Weeks Ended
Thirty-Nine Weeks Ended
November�1,
2014
November�2,
2013
November�1,
2014
November�2,
2013
Net revenues
$
125,204

$
128,949

$
356,361

$
374,477

Cost of sales
59,436

57,710

167,394

164,900

Gross profit
65,768

71,239

188,967

209,577

Selling, general, and administrative expenses
53,274

47,565

153,982

148,691

Other income
1,110

1,027

3,152

3,608

Operating income
13,604

24,701

38,137

64,494

Interest expense, net
215

139

319

470

Income from continuing operations before income taxes
13,389

24,562

37,818

64,024

Income tax expense
4,668

8,905

14,326

23,799

Income from continuing operations
8,721

15,657

23,492

40,225

Loss from discontinued operations, net of taxes
(1,780
)
(431
)
(2,386
)
(859
)
Net income
$
6,941

$
15,226

$
21,106

$
39,366

Basic weighted-average shares outstanding
40,663

40,605

40,663

40,596

Diluted weighted-average shares outstanding
40,716

40,652

40,720

40,633

Net income (loss) per share - basic
Continuing operations
$
0.21

$
0.39

$
0.58

$
0.99

Discontinued operations
(0.04
)
(0.01
)
(0.06
)
(0.02
)
Net income
$
0.17

$
0.37

$
0.52

$
0.97

Net income (loss) per share - diluted
Continuing operations
$
0.21

$
0.39

$
0.58

$
0.99

Discontinued operations
(0.04
)
(0.01
)
(0.06
)
(0.02
)
Net income
$
0.17

$
0.37

$
0.52

$
0.97






Vera Bradley, Inc.
Consolidated Statements of Cash Flows
(in thousands)
(unaudited)
Thirty-Nine Weeks Ended
November�1,
2014
November�2,
2013
Cash flows from operating activities
Net income
$
21,106

$
39,366

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property, plant, and equipment
10,957

10,651

Provision for doubtful accounts
(129
)
(190
)
Loss on disposal of property, plant, and equipment


9

Stock-based compensation
2,943

2,857

Deferred income taxes
(3,523
)
(624
)
Changes in assets and liabilities:
Accounts receivable
(8,833
)
(7,921
)
Inventories
30,667

(19,154
)
Prepaid expenses and other assets
1,120

1,531

Accounts payable
(6,901
)
12,742

Income taxes payable
(1,750
)
(8,726
)
Accrued and other liabilities
10,596

4,305

Net cash provided by operating activities
56,253

34,846

Cash flows from investing activities
Purchases of property, plant, and equipment
(22,358
)
(15,418
)
Net cash used in investing activities
(22,358
)
(15,418
)
Cash flows from financing activities
Payments on financial-institution debt


(45,000
)
Borrowings on financial-institution debt


30,000

Tax withholdings for equity compensation
(608
)
(411
)
Repurchase of common stock
(3,092
)


Other financing activities, net
(71
)
122

Net cash used in financing activities
(3,771
)
(15,289
)
Effect of exchange rate changes on cash and cash equivalents
995

(30
)
Net increase in cash and cash equivalents
$
31,119

$
4,109

Cash and cash equivalents, beginning of period
59,215

9,603

Cash and cash equivalents, end of period
$
90,334

$
13,712

Supplemental disclosure of cash flow information
Non-cash operating, investing, and financing activities
Repurchase of common stock incurred but not yet paid
$
441

$


Property, plant, and equipment expenditures incurred but not yet paid
$
7,226

$













Vera Bradley, Inc.
Supplemental Statements of Income Fiscal 20151
(in thousands, except per share amounts)
(unaudited)
Thirteen Weeks Ended
May 3,
2014
August 2,
2014
November 1,
2014
Net revenues
$
112,197

$
118,960

$
125,204

Cost of sales
52,442

55,516

59,436

Gross profit
59,755

63,444

65,768

Selling, general, and administrative expenses
50,045

50,663

53,274

Other income
1,577

465

1,110

Operating income from continuing operations
11,287

13,246

13,604

Interest expense, net
80

24

215

Income from continuing operations before income taxes
11,207

13,222

13,389

Income tax expense
4,330

5,328

4,668

Income from continuing operations
6,877

7,894

8,721

Discontinued operations, net of income taxes
(310
)
(296
)
(1,780
)
Net income
$
6,567

$
7,598

$
6,941

Basic weighted-average shares outstanding
40,639

40,686

40,663

Diluted weighted-average shares outstanding
40,725

40,719

40,716

Net income (loss) per share - basic
Continuing operations
$
0.17

$
0.19

$
0.21

Discontinued operations
(0.01
)
(0.01
)
(0.04
)
Net income
$
0.16

$
0.19

$
0.17

Net income (loss) per share - diluted
Continuing operations
$
0.17

$
0.19

$
0.21

Discontinued operations
(0.01
)
(0.01
)
(0.04
)
Net income
$
0.16

$
0.19

$
0.17







Vera Bradley, Inc.
Supplemental Statements of Income Fiscal 20141
(in thousands, except per share amounts)
(unaudited)
Thirteen Weeks Ended
Fifty-Two Weeks Ended
May 4,
2013
August 3,
2013
November 2,
2013
February 1,
2014
February 1,
2014
Net revenues
$
121,559

$
123,969

$
128,949

$
156,419

$
530,896

Cost of sales
54,085

53,104

57,710

73,784

238,683

Gross profit
67,474

70,865

71,239

82,635

292,213

Selling, general, and administrative expenses
54,078

47,157

47,646

52,540

201,421

Other income
1,951

630

1,027

1,168

4,776

Operating income from continuing operations
15,347

24,338

24,620

31,263

95,568

Interest expense, net
141

82

58

101

382

Income from continuing operations before income taxes
15,206

24,256

24,562

31,162

95,186

Income tax expense
5,860

9,034

8,905

11,258

35,057

Income from continuing operations
9,346

15,222

15,657

19,904

60,129

Discontinued operations, net of income taxes
(157
)
(271
)
(431
)
(458
)
(1,317
)
Net income
$
9,189

$
14,951

$
15,226

$
19,446

$
58,812

Basic weighted-average shares outstanding
40,580

40,603

40,605

40,606

40,599

Diluted weighted-average shares outstanding
40,624

40,623

40,652

40,694

40,648

Net income (loss) per share - basic
Continuing operations
$
0.23

$
0.37

$
0.39

$
0.49

$
1.48

Discontinued operations


(0.01
)
(0.01
)
(0.01
)
(0.03
)
Net income
$
0.23

$
0.37

$
0.37

$
0.48

$
1.45

Net income (loss) per share - diluted
Continuing operations
$
0.23

$
0.37

$
0.39

$
0.49

$
1.48

Discontinued operations


(0.01
)
(0.01
)
(0.01
)
(0.03
)
Net income
$
0.23

$
0.37

$
0.37

$
0.48

$
1.45

1On June 4, 2014, the Company entered into a five-year agreement with Mitsubishi Corporation and Look Inc. to import and distribute Vera Bradley products in Japan. As a result of moving to this wholesale business model, the Company exited its direct retail business in Japan in the third quarter. The supplemental schedules provided above recasts the Company's first three quarters of fiscal 2015 and four quarters and year-to-date fiscal 2014 income statements to present the Japan results as discontinued operations.





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