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.
John Enwright
FirstName LastNameJohn Enwright
Vera Bradley, Inc.
Comapany13,
December NameVera
2023 Bradley, Inc.
December
Page 2 13, 2023 Page 2
FirstName LastName
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