SEC Comment Letter 0000000000-23-013573 to Vera Bradley, Inc. (VRA) (CIK 0001495320) (VRA)
Vera Bradley, Inc. (VRA) (CIK 0001495320)
Date: Dec. 13, 2023 · CIK: 0001495320 · Accession: 0000000000-23-013573
AI Filing Summary & Sentiment
File numbers found in text: 001-34918
Letter
United States securities and exchange commission logo December 13, 2023 John Enwright Chief Financial Officer Vera Bradley, Inc. 12420 Stonebridge Road Roanoke, Indiana 46783 Re:Vera Bradley, Inc. Form 10-K for Fiscal Year Ended December 31, 2022 Form 8-K filed March 8, 2023 File No. 001-34918 Dear John Enwright: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 8-K Filed March 8, 2023 Forward Outlook 1.Your disclosure indicates that all forward looking guidance numbers, excluding net income, are non-GAAP measures. Please revise future filings to provide the disclosures required by Item 10(e)(1)(i)(B) of Regulation S-K or revise your disclosures to state that a reconciliation cannot be provided without unreasonable effort, if appropriate. Fourth Quarter and Fiscal Year Comments 2.In the first paragraph you reference fourth quarter non-GAAP diluted EPS without first referencing the directly comparable GAAP measure. In future filings, please revise your disclosures to ensure you are not placing greater prominence on non-GAAP financial measures. Please refer to Item 10(e)(1)(i)(A) of Regulation S-K.
FirstName LastNameJohn Enwright Comapany NameVera Bradley, Inc. December 13, 2023 Page 2 FirstName LastName John Enwright Vera Bradley, Inc. December 13, 2023 Page 2 GAAP to Non-GAAP Reconciliation 3.In future filings please revise the format of the non-GAAP reconciliations to eliminate the non-GAAP income statement currently presented. Refer to the guidance in Question 102.10 of the Division's Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. 4.We refer to the adjustments related to inventory costs, consulting fees, professional fees and CEO severance, retention and relocation costs. Please describe to us the specific nature of the costs reflected in each of these adjustments and explain to us how you determined that these adjustments are appropriate based on the guidance in Question 100.01 of the Division's Compliance & Disclosure Interpretations on Non-GAAP Financial Measures. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Dale Welcome at 202-551-3865 or Mindy Hooker at 202-551-3732 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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United States securities and exchange commission logo
December 13, 2023
John Enwright
Chief Financial Officer
Vera Bradley, Inc.
12420 Stonebridge Road
Roanoke, Indiana 46783
Re:Vera Bradley, Inc.
Form 10-K for Fiscal Year Ended December 31, 2022
Form 8-K filed March 8, 2023
File No. 001-34918
Dear John Enwright:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 8-K Filed March 8, 2023
Forward Outlook
1.Your disclosure indicates that all forward looking guidance numbers, excluding net
income, are non-GAAP measures. Please revise future filings to provide the disclosures
required by Item 10(e)(1)(i)(B) of Regulation S-K or revise your disclosures to state that a
reconciliation cannot be provided without unreasonable effort, if appropriate.
Fourth Quarter and Fiscal Year Comments
2.In the first paragraph you reference fourth quarter non-GAAP diluted EPS without first
referencing the directly comparable GAAP measure. In future filings, please revise your
disclosures to ensure you are not placing greater prominence on non-GAAP financial
measures. Please refer to Item 10(e)(1)(i)(A) of Regulation S-K.
FirstName LastNameJohn Enwright
Comapany NameVera Bradley, Inc.
December 13, 2023 Page 2
FirstName LastName
John Enwright
Vera Bradley, Inc.
December 13, 2023
Page 2
GAAP to Non-GAAP Reconciliation
3.In future filings please revise the format of the non-GAAP reconciliations to eliminate the
non-GAAP income statement currently presented. Refer to the guidance in Question
102.10 of the Division's Compliance & Disclosure Interpretations on Non-GAAP
Financial Measures.
4.We refer to the adjustments related to inventory costs, consulting fees, professional fees
and CEO severance, retention and relocation costs. Please describe to us the specific
nature of the costs reflected in each of these adjustments and explain to us how you
determined that these adjustments are appropriate based on the guidance in Question
100.01 of the Division's Compliance & Disclosure Interpretations on Non-GAAP
Financial Measures.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
Please contact Dale Welcome at 202-551-3865 or Mindy Hooker at 202-551-3732 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing