UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _____________________________________________ FORM 10-K _____________________________________________ ¨ 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 27-29 ...

```markdown [Financial Information](index=5&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Financial Statements](index=5&type=section&id=Item%201.%20Financial%20Statements%20(unaudited)) This section presents the unaudited condensed consolidated financial statements, reflecting the significant impact of the Pura Vida acquisition and ASC 842 adoption [Condensed Consolidated Balance Sheets](index=5&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to $532.0 million, and liabilities rose to $209.6 million, primarily due to the Pura Vida acquisition and ASC 842 adoption Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | Nov 2, 2019 | Feb 2, 2019 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $25,999 | $113,493 | | Inventories | $133,964 | $91,581 | | Operating right-of-use assets | $116,571 | $— | | Intangible assets, net | $58,772 | $— | | Goodwill | $44,604 | $— | | **Total assets** | **$532,026** | **$362,148** | | **Liabilities & Equity** | | | | Short-term operating lease liabilities | $22,162 | $— | | Long-term operating lease liabilities | $115,706 | $— | | Earn-out liability | $21,901 | $— | | **Total liabilities** | **$209,645** | **$67,445** | | Redeemable noncontrolling interest | $30,333 | $— | | Total shareholders' equity | $292,048 | $294,703 | [Condensed Consolidated Statements of Operations](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Net revenues increased 30.5% to $127.5 million due to the Pura Vida acquisition, but operating income declined to a $1.5 million loss due to acquisition-related expenses Statement of Operations Highlights (in thousands, except per share data) | Metric | Q3 2019 | Q3 2018 | YTD 2019 | YTD 2018 | | :--- | :--- | :--- | :--- | :--- | | Net revenues | $127,501 | $97,688 | $338,289 | $297,904 | | Gross profit | $67,870 | $57,152 | $185,671 | $171,508 | | Operating (loss) income | $(1,476) | $5,343 | $2,227 | $15,447 | | Net income attributable to Vera Bradley, Inc. | $139 | $4,226 | $3,588 | $12,138 | | Diluted EPS attributable to Vera Bradley, Inc. | $0.00 | $0.12 | $0.10 | $0.34 | [Condensed Consolidated Statements of Cash Flows](index=11&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Net cash used in operating activities was $9.2 million, while investing activities used $67.0 million, primarily due to the Pura Vida acquisition Cash Flow Summary (in thousands) | Activity | Thirty-Nine Weeks Ended Nov 2, 2019 | Thirty-Nine Weeks Ended Nov 3, 2018 | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | $(9,235) | $11,603 | | Net cash used in investing activities | $(67,010) | $(6,540) | | Net cash used in financing activities | $(11,248) | $(11,502) | | **Net decrease in cash and cash equivalents** | **$(87,494)** | **$(6,437)** | [Pura Vida Acquisition Details](index=28&type=section&id=12.%20Acquisition%20of%20Pura%20Vida) The company acquired a 75% interest in Pura Vida for $75 million cash, allocating $44.6 million to goodwill and $58.8 million to intangible assets - Completed the acquisition of a **75% ownership interest in Pura Vida** on July 16, 2019, for cash consideration of approximately **$75 million**, plus a working capital adjustment and a contingent earn-out of up to **$22.5 million**[136](index=136&type=chunk)[137](index=137&type=chunk) Preliminary Purchase Price Allocation (in thousands) | Item | Adjusted Fair Value at Acquisition Date | | :--- | :--- | | Total assets acquired | $147,609 | | Total liabilities assumed | $17,443 | | Goodwill | $44,604 | | Intangible asset, brand | $36,668 | | Other intangible assets | $24,988 | - Pro forma results, assuming the acquisition occurred at the beginning of fiscal 2019, show **net revenues of $133.1 million** and **net income attributable to Vera Bradley, Inc. of $5.3 million** for the third quarter of 2019[149](index=149&type=chunk)[150](index=150&type=chunk) [Segment Reporting](index=33&type=section&id=16.%20Segment%20Reporting) The company now operates three segments: VB Direct, VB Indirect, and Pura Vida, with Pura Vida contributing $25.0 million in revenue but reporting an operating loss due to acquisition charges Segment Performance - Q3 2019 (in thousands) | Segment | Net Revenues | Operating Income (Loss) | | :--- | :--- | :--- | | VB Direct | $78,397 | $14,675 | | VB Indirect | $24,087 | $9,324 | | Pura Vida | $25,017 | $(4,483) | | **Total Segment** | **$127,501** | **$19,516** | | Unallocated corporate expenses | N/A | $(20,992) | | **Consolidated Operating Loss** | **$127,501** | **$(1,476)** | [Management's Discussion and Analysis (MD&A)](index=35&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses Q3 financial results, highlighting the Pura Vida acquisition's impact on revenue growth and operating loss, alongside strong core brand performance and stable liquidity [Results of Operations (Q3 FY2020 vs Q3 FY2019)](index=41&type=section&id=Results%20of%20Operations%20-%20Q3%20FY2020) Q3 net revenues increased 30.5% to $127.5 million, driven by Pura Vida, but gross margin declined and SG&A expenses rose, resulting in a $1.5 million operating loss - **VB Direct segment comparable sales increased 4.7%**, reflecting a **6.9% increase in e-commerce** and a **4.0% increase in comparable store sales**[188](index=188&type=chunk) - **Gross profit was negatively impacted by $6.2 million (4.9% of net revenues)** from the amortization of the inventory step-up adjustment related to the Pura Vida acquisition[191](index=191&type=chunk) - **SG&A expenses increased by $17.5 million**, primarily due to **Pura Vida operating expenses ($11.4 million)**, **intangible asset amortization ($2.5 million)**, and **accretion of the earn-out liability ($1.8 million)**[192](index=192&type=chunk) - The Pura Vida segment reported an **operating loss of $4.5 million**, which included **$6.2 million for inventory step-up** and **$2.5 million for intangible asset amortization**[197](index=197&type=chunk) [Liquidity and Capital Resources](index=44&type=section&id=Liquidity%20and%20Capital%20Resources) The company maintains strong liquidity from cash, investments, and an undrawn $75.0 million credit facility, despite cash usage for operations and the Pura Vida acquisition - Primary liquidity sources are cash on hand, investments, and operating cash flow, with access to a **$75.0 million asset-based revolving credit agreement**, which had no borrowings outstanding[219](index=219&type=chunk) - **Net cash used in operating activities was $9.2 million** for the 39-week period, a decrease from **$11.6 million provided in the prior year**, primarily due to a **$22.0 million use of cash for inventory**[227](index=227&type=chunk) - **Net cash used in investing activities was $67.0 million**, primarily due to the acquisition of Pura Vida[229](index=229&type=chunk) [Market Risk Disclosures](index=47&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) There have been no material changes to the market risks disclosed in the Annual Report on Form 10-K for the fiscal year ended February 2, 2019 - As of November 2, 2019, there was **no material change in the market risks** from those described in the Annual Report on Form 10-K for the fiscal year ended February 2, 2019[243](index=243&type=chunk) [Controls and Procedures](index=47&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls were effective, excluding the newly acquired Pura Vida business from internal control assessment as permitted by SEC guidance - The CEO and CFO concluded that the Company's **disclosure controls and procedures were effective** as of November 2, 2019[244](index=244&type=chunk) - The company has excluded the acquired Pura Vida business from its **assessment of the effectiveness of internal control over financial reporting** for the year of acquisition, as allowed by SEC guidance[246](index=246&type=chunk) [Other Information](index=48&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Legal Proceedings](index=48&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in a lawsuit filed by Vesi Incorporated seeking at least $10.0 million in damages, with the company denying liability and filing a counterclaim - In August 2019, Vesi Incorporated filed a lawsuit against the Company related to its licensing business, alleging **breach of fiduciary duty and other torts**[248](index=248&type=chunk) - The complaint seeks **damages of not less than $10.0 million**. The Company denies liability, intends to vigorously defend itself, and has filed a counterclaim[248](index=248&type=chunk) [Risk Factors](index=48&type=section&id=Item%201A.%20Risk%20Factors) New risk factors from the Pura Vida acquisition include integration challenges, compliance issues, potential impairment of goodwill and intangibles, and future financial obligations from a Put/Call agreement - The Pura Vida acquisition introduces risks such as **failure to perform as planned**, **difficulties in assimilating employees and operations**, and **diversion of management resources**[250](index=250&type=chunk)[252](index=252&type=chunk) - A significant portion of Pura Vida's assets are **goodwill ($44.6 million)** and **other intangible assets ($61.7 million)**, which could be subject to **impairment write-offs**, adversely affecting financial results[252](index=252&type=chunk) - A **Put/Call Agreement for the remaining 25% of Pura Vida** could require the company to purchase this interest after five years, representing a **potentially significant future financial obligation**[254](index=254&type=chunk)[255](index=255&type=chunk) [Share Repurchases](index=49&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company repurchased 388,833 shares for $3.9 million during Q3 FY2020, with $38.1 million remaining under the program expiring in December 2020 Share Repurchases in Q3 2020 | Period | Total Shares Purchased | Average Price Paid per Share | Approx. Dollar Value Remaining Under Program | | :--- | :--- | :--- | :--- | | Aug 4 - Aug 31, 2019 | 87,192 | $10.37 | $41,120,594 | | Sep 1 - Oct 5, 2019 | 189,894 | $9.66 | $39,285,941 | | Oct 6 - Nov 2, 2019 | 111,747 | $10.47 | $38,115,675 | | **Total for Quarter** | **388,833** | **$10.05** | **$38,115,675** | - The company purchased an aggregate of **$3.9 million of its common stock** during the thirteen weeks ended November 2, 2019[257](index=257&type=chunk) ```

Vera Bradley, Inc. (NASDAQ:VRA) Q3 2020 Earnings Conference Call December 11, 2019 9:30 AM ET Company Participants Mark Dely - Chief Administrative Officer Rob Wallstrom - Chief Executive Officer John Enwright - Chief Financial Officer Conference Call Participants Mark Altschwager - Baird Oliver Chen - Cowen and Company Eric Beder - SCC Research Steve Marotta - CL King Dana Telsey - Telsey Operator Good morning ladies and gentlemen. Thank you for standing-by. Welcome to the Vera Bradley Third Quarter Earni ...

Table of Contents x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended August 3, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number: 001-34918 ___________________________ VERA BRADLEY, INC. UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ FORM 10-Q ___________________________ (Exact name ...

Financial Data and Key Metrics Changes - Consolidated net revenues for Q2 totaled $119.8 million, including $5.4 million from Pura Vida, representing a 0.7% increase from $113.6 million in the prior year [18] - Net income attributable to Vera Bradley for Q2 was $8.7 million or $0.25 per diluted share, compared to $9.3 million or $0.26 per diluted share in the prior year [19] - For the six months, consolidated net revenues totaled $210.8 million, up from $200.2 million last year, with net income of $6.9 million or $0.20 per diluted share [25] Business Line Data and Key Metrics Changes - Direct segment revenues for Q2 were $94.4 million, a 3.7% increase from $91 million in the prior year, with comparable sales up 2.1% [20] - Indirect segment revenues decreased 11.4% to $20 million from $22.6 million, reflecting reduced orders and shipping delays [21] - For the six months, direct segment revenues totaled $165.5 million, a 5.7% increase, while indirect segment revenues decreased 8.7% to $39.9 million [26][27] Market Data and Key Metrics Changes - Comparable sales for the first half of the year increased by 3.3%, despite a challenging North American handbag market [8] - The overall retail environment remains challenging, particularly affecting the handbag market [4] Company Strategy and Development Direction - The company is focused on three key areas for fiscal 2020: growth, operational excellence, and ownership [8][9][11] - The acquisition of Pura Vida is seen as a strategic fit, enhancing the brand's lifestyle positioning and expanding customer engagement [12][14] - The company aims to reduce production exposure in China to less than 25% by the end of the fiscal year [10] Management's Comments on Operating Environment and Future Outlook - Management acknowledges the pressure from tariffs and shipping costs impacting gross margins [5][22] - The company expects net sales for Q3 to be between $122 million and $129 million, including Pura Vida revenues [34] - Full-year net sales are projected to be between $490 million and $505 million, reflecting a return to positive sales growth [38] Other Important Information - The company has no debt outstanding and had cash and equivalents of $70.5 million at the end of Q2 [31] - Inventory at the end of Q2 was $130.7 million, with $26.2 million attributed to Pura Vida [32] Q&A Session Summary Question: Insights on customer profile from collaborations - Management noted that collaborations have attracted new customers, increasing brand awareness and engagement [76][77] Question: Impact of product and marketing initiatives on factory business - The focus on full-price business is expected to positively influence the factory channel, with strong performance noted in factory stores [79][80] Question: Revenue outlook for Pura Vida - Anticipated revenue for Pura Vida in the back half of the year is $65 million to $70 million, with expected growth in the coming years [81][82] Question: Challenges in the indirect channel - Management acknowledged pressures in the indirect channel but noted positive feedback from specialty accounts regarding full-price sell-through [85][86] Question: Traffic trends and merchandise margins - Traffic in the full-price segment has been softer, but promotional activity is being managed carefully to maintain margins [93][94] Question: Leveraging Pura Vida's digital expertise - The company plans to learn from Pura Vida's success in engaging younger customers and enhancing social media presence [97][98] Question: Seasonality and earnings contribution from Pura Vida - Pura Vida is expected to contribute positively to earnings without significant first-half losses anticipated [110][112] Question: Incremental tariffs and China exposure - Management confirmed that all purchases from China will incur tariffs by the end of the year, impacting costs [116][117]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________________ FORM 10-Q ___________________________ x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended May 4, 2019 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period From to Commission File Number: 001-34918 ___________________________ VERA BRADLEY, INC. (Exact name of ...

Vera Bradley, Inc. (NASDAQ:VRA) Q1 2020 Earnings Conference Call June 5, 2019 9:30 AM ET Company Participants Mark Dely - Chief Administrative Officer Robert Wallstrom - President and Chief Executive Officer John Enwright - Chief Financial Officer Daren Hull - Chief Customer Officer Conference Call Participants Jonna Kim - Cowen & Co. LLC. Steven Marotta - C.L. King & Associates, Inc. Operator Good day, and welcome to the Vera Bradley First Quarter Fiscal 2020 Earnings Conference Call. Today's conference is ...

Financial Performance - Net revenues for fiscal 2019 were $416.1 million, a decrease of 8.5% from $454.6 million in fiscal 2018[195] - Gross profit for fiscal 2019 was $238.6 million, down from $254.0 million in fiscal 2018, reflecting a gross margin of 57.2%[195] - Operating income increased to $27.1 million in fiscal 2019, compared to $15.0 million in fiscal 2018[195] - Net income for fiscal 2019 was $20.8 million, up from $7.0 million in fiscal 2018[209] - Comparable sales decreased by 10.3% in fiscal 2019, compared to a decrease of 6.7% in fiscal 2018[195] - Gross profit was $238.6 million, representing 57.3% of net revenues, compared to 55.9% in fiscal 2018[209] - Operating income increased to $27.1 million (6.5% of net revenue) in fiscal 2019 from $15.0 million (3.3% of net revenue) in fiscal 2018[209] - For fiscal 2019, net income increased by $13.8 million, or 195.9%, to $20.8 million from $7.0 million in fiscal 2018[256] Expenses and Cost Management - Selling, general, and administrative (SG&A) expenses were reduced to $212 million in fiscal 2019, down from $239.8 million in fiscal 2018[204] - SG&A expenses decreased by $27.8 million, or 11.6%, to $212.0 million in fiscal 2019 from $239.8 million in fiscal 2018[243] - Unallocated corporate expenses decreased by $5.5 million, or 6.8%, primarily due to non-recurring expenses from the prior year[252] - Interest income increased by $0.7 million, or 172.4%, to $1.1 million in fiscal 2019 from $0.4 million in fiscal 2018[253] Cash Flow and Investments - The company generated operating cash flow of $43.6 million during fiscal 2019[204] - Cash, cash equivalents, and investments increased to $156.6 million at the end of fiscal 2019 from $138.4 million at the end of fiscal 2018[209] - Net cash provided by operating activities for fiscal 2019 was $43.6 million, compared to $42.6 million in fiscal 2018[279] - Cash flows from operating activities were $43,564 thousand in 2019, slightly up from $42,642 thousand in 2018, indicating a growth of 2.2%[350] Store Operations - The total number of stores open at the end of fiscal 2019 was 156, down from 160 at the end of fiscal 2018[195] - Total stores opened during the period were 6, while 10 stores were closed, resulting in 156 stores open at the end of fiscal 2019[220] - The company closed a total of 15 underperforming full-line stores and one factory outlet store since the beginning of fiscal 2018, with a forecast to close up to an additional 30 full-line stores by the end of fiscal 2022[228] - As of February 2, 2019, Vera Bradley operated 99 full-line stores and 57 factory outlet stores in the United States[354] Strategic Initiatives - The company launched a customization program allowing customers to design their own bags[204] - Vision 20/20 strategic plan was launched to improve product and pricing initiatives, impacting fiscal 2019 revenues negatively[226][227] - The company plans to close up to 30 additional full-line stores by fiscal 2022 as part of its Vision 20/20 initiatives[298] Revenue Recognition and Accounting - The company’s revenue recognition follows a five-step model as per ASC Topic 606, ensuring compliance with accounting standards[368] - The Company adopted the new revenue recognition standard in the first quarter of fiscal 2019, resulting in a $0.5 million cumulative adjustment to beginning retained earnings[390] - Revenue recognition for unredeemed gift cards is now based on historical redemption patterns, leading to accelerated recognition of gift card breakage revenue[392] - The Company no longer adjusts revenue for shipments not yet received, recognizing revenue upon shipment when control is passed to the customer[391] Taxation - The effective tax rate for fiscal 2019 decreased to 26.5% from 54.4% in fiscal 2018, primarily due to the reduction in the U.S. corporate income tax rate to 21%[254] - The Tax Act reduced the corporate tax rate from 35% to 21%, resulting in a provisional income tax expense of $2.1 million recorded in Q4 of fiscal 2018[312] - The company includes interest and penalties related to uncertain tax positions in income tax expense[387] Inventory and Assets - The balance of inventory adjustments decreased to $0.6 million as of February 2, 2019, from $2.7 million in the prior year, reflecting reduced clearance activity and increased full-price purchasing[310] - Total assets increased to $362,148 thousand in 2019 from $350,669 thousand in 2018, representing a growth of 3.4%[339] - Shareholders' equity grew to $294,703 thousand in 2019, compared to $285,283 thousand in 2018, an increase of 3.0%[339] Marketing and Advertising - Total impressions from marketing efforts increased by over 50% to more than 2.1 billion for the fiscal year[204] - For the fiscal year ended February 2, 2019, the total advertising expense was $27.488 million, an increase from $26.953 million in the previous fiscal year[378]