What changed in this filing

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Item 7. Management’s Discussion and Analysis

2025-03-28 compared with 2024-03-29 · 110 added, 160 removed, 239 unchanged (53% of the section changed)

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Some of our major achievements for fiscal 2025 are as follows:

We launched our long-term strategic plan, Project Restoration, and completed the first year of our turnaround.

We thoughtfully outlined our plans in each of the four pillars – Consumer, Brand, Product, and Channel – and began implementation of key initiatives.

We made continued progress on our long-term strategic plan, Project Restoration, our comprehensive strategic initiative to transform our business model and brand positioning.

As a Company, we continued to carefully manage both gross margin and expenses and have instilled a culture of discipline around gross margin and expense control.

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We also continued to make investments in customer data science, business analytics, and pricing optimization, allowing us to collect and analyze data and make fact-based decisions to more efficiently run our business.

While we remain confident in our strategic direction, we continue to make refinements based on selling data and customer feedback.

Most of these shifts are occurring in our product and pricing strategy.

At the Vera Bradley brand:

• We expanded our robust product innovation pipeline, including launching our Leather Collection, which was highly successful and will expand in fiscal 2025.

• We launched our NFL collection and will add more teams this year.

• We continued another year of product collaborations with iconic brands such as Disney, Harry Potter, Star Wars, Hello Kitty, and Peanuts, which align with our target customers and expand our customer reach.

• We made strides in sustainability by committing that the majority of our cotton products will be Better Cotton TM by fiscal 2025.

• In the fourth quarter, we transformed our online outlet from a flash-sale model to an everyday extension of our outlet stores – outlet.verabradley.com.

This brought new customers to the brand and helped offset weakness in the outlet store channel.

• We made navigation changes on verabradley.com, which have been successful in reducing bounce rate and driving conversion and sales.

• We launched the first phase of our renewed vision for Vera Bradley in July fiscal 2025, which included elevated brand product, marketing, store design and website in our Brand stores and on verabradley.com.

• We expanded our NFL collection by adding representation for more teams.

• We continued another year of product collaborations with iconic brands such as Disney, Wicked, and Peanuts, which align with our target customers and expand our customer reach.

• We are a Better Cotton TM member and continue to increase our procurement of cotton from Better Cotton TM supply chain partners.

• Our online site – outlet.verabradley.com, has brought new customers to the brand and provided steady performance throughout the year, helping offset weakness in the outlet store channel.

• We continued to strengthen and rationalize our store base.

We have taken needed steps, via product, marketing, and expense discipline, to improve the profitability of our full-line stores and closed fewer locations than originally expected.

In fiscal 2024, we closed eight underperforming full-line stores and one outlet store, and opened three outlet stores, ending the fiscal year with 43 full-line and 81 outlet locations.

We are continuing to look for opportunities to improve the full-line profitability of our full-line store portfolio by re-balancing our existing fleet through select closures along with identifying future market opportunities.

We will continue to focus on our highest-potential stores by enhancing the customer experience.

In fiscal 2025, we closed five underperforming full-line stores and one outlet store, and opened one full-line store and seven outlet stores, ending the fiscal year with 39 full-line and 87 outlet locations.

At the Pura Vida brand:

• On the marketing front, our comprehensive customer data platform implemented in fiscal 2024 is allowing us to be more analytical and to more strategically target customers and potential customers, with a keen focus on both customer acquisition and retention.

• Our summer and fall “Live Free” and “College Mobile” tours were successes for customer engagement.

• In fiscal 2024, we continued collaborations with Disney, Harry Potter, Hello Kitty, and the World Surf League;

• Pura Vida found positive responses through collegiate football, gymnastics, and sorority activations.

• In fiscal 2025, Pura Vida had collaborations with Dutch Brothers Coffee, Kulani Kinis swimwear, and the Varsity Cheer League;

partnered with key influencers;

and offered themed-collections centered around key events such as Shark Week.

• We continued to innovate and added a new men’s jewelry collection, which still targets our core customer, who purchases these items for the men in her life.

• Based on the success of our existing Pura Vida stores, we identified two new Pura Vida store locations that will open in fiscal 2025.

• And, to gain both operational and strategic efficiency, we moved the Pura Vida store operations under the Vera Bradley team.

• Pura Vida continued to innovate and expand on our personalized offerings through harper charms, which still targets our core customer, and provides her endless options to suit her style.

• Two new Pura Vida store locations were opened in fiscal 2025.

How We Assess the Performance of Our Business

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Revenues for the VB Direct segment reflect sales through Vera Bradley full-line and outlet stores and the Vera Bradley websites (verabradley.com, international.verabradley.com, and outlet.verabradley.com).

There were no sales from our Vera Bradley annual outlet sale in Fort Wayne, Indiana for fiscal years 2022 and 2023 as it was cancelled due to the COVID-19 pandemic.

There were no sales from our Vera Bradley annual outlet sale in Fort Wayne, Indiana for fiscal year 2023 as it was cancelled due to the COVID-19 pandemic.

Revenues for the VB Indirect segment reflect sales of Vera Bradley-branded products to specialty retail partners;

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and third-party inventory liquidators, as well as royalties recognized through licensing agreements related to the Vera Bradley brand.

Revenues for the Pura Vida segment reflect revenues generated through the Pura Vida websites (www.puravidabracelets.com, www.puravidabracelets.eu, and www.puravidabracelets.ca), through the distribution of Pura Vida-branded products to wholesale retailers, and through Pura Vida retail stores.

Revenues for the Pura Vida segment reflect revenues generated through the Pura Vida website (www.puravidabracelets.com ), through the distribution of Pura Vida-branded products to wholesale retailers, and through Pura Vida retail stores.

Comparable Sales

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Non-comparable sales include sales from stores not included in comparable sales or comparable store sales.

As a result of the temporary closure of all Vera Bradley stores due to COVID-19 during portions of the first and second quarters of fiscal 2021, the Company's fiscal 2022 comparable store sales and comparable sales calculations are not meaningful and therefore are not provided.

Typically, measuring the change in year-over-year comparable sales allows us and our investors to evaluate how our store base and e-commerce operations are performing.

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Administrative expenses include employee compensation for corporate functions, corporate headquarters occupancy costs, consulting and software expenses, and charitable donations, as well as severance charges and consulting fees associated with cost savings initiatives disclosed in Note 16 to the Notes to the Consolidated Financial Statements herein.

Impairment Charges

Goodwill and Other Intangible Assets

The Company performs its indefinite-lived asset impairment test annually, or more frequently if facts and circumstances indicate possible impairment.

Prior to fiscal 2024, the Company performed an annual impairment test for its goodwil l.

We have experienced significantly lower sales from our Pura Vida e-commerce channel due to a decline in social and digital media effectiveness, as well as lower wholesale sales.

These lower sales volumes had a negative impact on the fair value determination of intangible assets in fiscal years 2024 and 2023.

The Company performed its annual impairment test in the second quarter of fiscal 2024 and recorded no impairment charges based on its quantitative analysis at that time.

Due to subsequent triggering events, the Company performed a second quantitative analysis of the carrying value of the Pura Vida brand in the fourth quarter of fiscal 2024 and recorded an impairment charge of $5.4 million, further described in Note 15 to the Notes to the Consolidated Financial Statements herein.

For the annual impairment analysis performed during fiscal 2023, the Company performed a quantitative analysis, as well as subsequent analyses due to triggering events, further described in Note 15 to the Notes to the Consolidated Financial Statements herein.

Impairment charges of $44.3 million and $25.0 million were recorded during fiscal 2023 for goodwill and the Pura Vida brand, respectively.

Refer to Note 15 to the Notes to the Consolidated Financial Statements herein for additional information regarding the goodwill and indefinite-lived intangible assets impairment tests.

Long-lived Assets

Property, plant, and equipment and lease right-of-use assets (the “asset group” for store-related assets) are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset group may not be recoverable.

The reviews are conducted at the lowest identifiable level of cash flows.

If the estimated undiscounted future cash flows related to the asset group are less than the carrying value, we recognize a loss equal to the difference between the carrying value and the fair value, as further defined in Note 2 to the Notes to the Consolidated Financial Statements herein.

Impairment charges of $1.4 million and $0.1 million w ere recognized in the fiscal years ended January 28, 2023 and January 29, 2022, respectively, for property, plant, and equipment assets and lease right-of-use assets related to underperforming stores and a corporate right-of-use asset and are included in SG&A expenses in the Consolidated Statements of Operations and in impairment charges in the Consolidated Statements of Cash Flows.

Impairment char ges of $0.6 million were re corded within corporate unallocated during fiscal 2023.

The remaining impairment charges were included in the VB Direct segment.

No such impairment charges were recorded in fiscal 2024.

We are unable to predict the extent of the impact that the inflationary

environment, or other macroeconomic factors, will have on our operations, the economy, or other factors;

therefore, it is possible additional impairments could be identified in future periods, and such amounts could be material.

Cost Savings Initiatives and Other Charges

During fiscal 2024, the Company continued the implementation of targeted cost reductions, which are expected to be fully realized in fiscal 2025.

During fiscal 2025, the Company continued the implementation of targeted cost reductions.

Expense savings are being derived across various areas of the Company, including retail store efficiencies, marketing expenses, inf ormation technology contracts, professional services, logistics and operational costs, and corporate payroll.

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marketplace – and can be affected both positively and negatively over time.

We have been specifically impacted by higher tariffs from previously duty-free countries, where we source products, as a result of the expiration of the Generalized System of Preferences (“GSP”) duty-free status at the end of calendar year 2020.

In addition, the macroeconomic environment has been further challenged by inflationary pressures, including high gas prices, interest rates, and other related factors that have impacted consumer discretionary spending.

The macroeconomic environment has been challenged by inflationary pressures, including high gas prices, interest rates, and other related factors that have impacted consumer discretionary spending.

We have also seen a trend of steeply increasing digital media costs.

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We will continue to monitor our pricing as it relates to the current macroeconomic trends.

In addition, in fiscal 2023 and 2024, we implemented targeted cost reductions across various areas of the Company, including retail store efficiencies, marketing expenses, information technology contracts, professional services, logistics and operational costs, and corporate payroll.

In addition, in fiscal 2023 through fiscal 2025, we implemented targeted cost reductions across various areas of the Company, including retail store efficiencies, marketing expenses, information technology contracts, professional services, logistics and operational costs, and corporate payroll.

We will continue to review our expense structure in future years for additional cost reduction opportunities.

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($ in thousands) February 1,

2024 January 28,

2025 February 3,

2024 January 28,

Statement of Income (Loss) Data:

Statement of (Loss) Income Data:

Net revenues $ 371,967 $ 470,786 $ 499,961

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Other income, net 850 915 457

Operating income (loss) 10,442 (94,871) 26,911

Operating (loss) income (42,356) 10,442 (94,871)

Interest income (expense), net 1,118 890 (153)

Income (loss) before income taxes 11,332 (95,024) 26,648

(Loss) income before income taxes (41,238) 11,332 (95,024)

Income tax expense (benefit) 20,950 3,494 (15,640)

Net income (loss) 7,838 (79,384) 20,218

Net (loss) income attributable to redeemable noncontrolling interest — (19,649) 2,380

Net income (loss) attributable to Vera Bradley, Inc.

Net (loss) income (62,188) 7,838 (79,384)

Net loss attributable to redeemable noncontrolling interest — — (19,649)

Net (loss) income attributable to Vera Bradley, Inc.

$ (62,188) $ 7,838 $ (59,735)

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Other income, net 0.2 % 0.2 % 0.1 %

Operating income (loss) 2.2 % (19.0) % 5.0 %

Operating (loss) income (11.4) % 2.2 % (19.0) %

Interest income (expense), net 0.3 % 0.2 % — %

Income (loss) before income taxes 2.4 % (19.0) % 4.9 %

(Loss) income before income taxes (11.1) % 2.4 % (19.0) %

Income tax expense (benefit) 5.6 % 0.7 % (3.1) %

Net income (loss) 1.7 % (15.9) % 3.7 %

Net (loss) income attributable to redeemable noncontrolling interest — % (3.9) % 0.4 %

Net income (loss) attributable to Vera Bradley, Inc.

Net (loss) income (16.7) % 1.7 % (15.9) %

Net loss attributable to redeemable noncontrolling interest — % — % (3.9) %

Net (loss) income attributable to Vera Bradley, Inc.

(16.7) % 1.7 % (11.9) %

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($ in thousands, except as otherwise indicated) February 1,

2024 January 28,

2025 February 3,

2024 January 28,

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Fiscal Year Ended

2024 January 28,

2025 February 3,

2024 January 28,

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Comparable sales (including e-commerce) decrease (4)

(7.1) % (9.5) % NM

(16.6) % (7.1) % (9.5) %

Total gross square footage at end of period 387,510 375,198 381,664

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(1) The Company utilizes a 52-53 week fiscal year ending on the Saturday closest to January 31.

Fiscal year 2024 consisted of 53 weeks.

Fiscal years 2025 and 2023 consisted of 52 weeks.

Fiscal year 2024 consisted of 53 weeks.

The extra week in fiscal 2024 contributed approximately $6.0 million in net revenues and added an estimated $0.01 to diluted net income per share in fiscal 2024.

By segment, the extra week contributed net revenues of approximately $2.8 million to Direct, $2.1 million to Indirect, and $1.1 million to Pura Vida in fiscal 2024.

(2) Impairment charges, related primarily to underperforming stores, tot aled $1.4 million, and $0.1 million duri ng the fiscal years ended January 28, 2023, and January 29, 2022, respectively.

(2) Impairment charges, related primarily to underperforming stores, tot aled $2.6 million , and $1.4 million duri ng the fiscal years ended February 1, 2025, and January 28, 2023, respectively.

There were no store impairment charges in fiscal 2024.

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Remodeled stores are included in comparable sales unless the store was closed for a portion of the current or comparable prior period, in which case the non-comparable temporary closure periods are not included, or the remodel resulted in a significant change in square footage.

As a result of Vera Bradley retail stores being temporarily closed for approximately half of the first and second quarters of fiscal 2021, comparable sales were not meaningful and were therefore not provided for fiscal year 2022.

Calculation excludes sales for the fifty-third week in fiscal 2024.

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Fiscal 2025 Compared to Fiscal 2024

For fiscal 2024, net reve nues decreased $29.2 million, or 5.8%, to $470.8 million, from $500.0 million for fiscal 2023.

For fiscal 2024, net rev enues decreased $18.3 million, o r 5.6%, to $309.9 million, from $328.2 million for fiscal 2023.

Vera Bradley comparable sale s decreased $22.8 million, or 7.1%, which includes a 9.6% decrease in comparable store

sales as well as a 2.6% decrease in e-commerce sales.

This comparable sales decrease was partially offset by sales from our stores with non-comparable periods, including three outlet stores that opened in the current fiscal year and the return of the Annual Outlet Sale.

The decrease in comparable sales and comparable store sales was impacted by reduced traffic, conversion, and units sold primarily in the outlet channel.

These decreases were partially offset by price increases on certain merchandise in the current-year.

Fiscal 2024 net revenues also include approximately $2.8 million attributed to the extra week in fiscal 2024.

For fiscal 2024, net reven ues increased $0.5 million, or 0.7%, to $73.8 million, from $73.3 million for fiscal 2023, reflecting an increase in certain key account orders, partially offset by a decline in sales to certain specialty partners.

For fiscal 2025, net revenues decreased $98.8 million, or 21.0%, to $372.0 million, from $470.8 million for fiscal 2024.

Fiscal 2024 net revenues also include approximately $6.0 million attributable to the extra week in fiscal 2024.

For fiscal 2025, net rev e nues decreased $52.3 million, or 16.9%, to $257.6 million, from $309.9 million for fiscal 2024.

Vera Bradley comparable sales decreased $49.6 million, or 16.6%, which includes a 22.2% decrease in comparable store sales as well as a 7.3% decrease in e-commerce sales.

The decrease in comparable sales and comparable store sales was

impacted by reduced traffic, conversion, and units sold primarily in the outlet channel as well as the full-line channel.

Fiscal 2024 net revenues also include approximately $2.8 million attributed to the extra week in fiscal 2024.

For fiscal 2025, net revenues decreased $12.6 million, or 17.1%, to $61.2 million, from $73.8 million for fiscal 2024.

The decrease was primarily due to a decline of $10.4 million in e-commerce sales due to a continued decline in social and digital media effectiveness, as well as a decline of $3.5 million in wholesale sales.

These decreases were partially offset by an increase in retail store sal es.

The decrease is primarily driven by decreased specialty and other indirect retailer sales resulting from reduced customer count and order volume, as well as a decrease in liquidation orders.

These decreases were partially offset by an increase in certain key account orders.

Fiscal 2024 net revenues also include approximately $2.1 million attributed to the extra week in fiscal 2024.

For fiscal 2024, gross prof it increased $17.4 million, or 7.3%, to $256.4 million, from $239.0 million for fi scal 2023.

As a percentage of net revenues, gross prof it increased to 54.5% for fiscal 2024, fro m 47.8% fo r fiscal 2023.

Fiscal 2024 gross profit as a percentage of net revenues was favorably impacted by lower year-over-year inventory reserve charges, lower year-over-year inbound and outbound freight expense, lower supply chain costs, and the sell-through of previously-reserved inventory, partially offset by an increase in promotional activity.

Selling, G eneral, and Administrative Expenses (“SG&A”)

For fiscal 2024, SG&A expenses decreased $23.5 million, or 8.9%, to $241.5 million, from $265.0 million for fi scal 2023.

As a percentage of net revenues, SG&A expenses were 51.3% and 53.0% for fiscal 2024 an d fiscal 2023, respectively.

SG&A expenses related to Vera Bradley and corporate unallocated w ere $192.1 million compared to $211.6 million i n the comparable prior-year period.

For fiscal 2025, net revenu es decreased $33.9 million, or 38.9%, to $53.2 million, from $87.1 million for fiscal 2024.

The decrease was primarily due to a decrease in e-commerce sales due to a continued decline in social and digital media effectiveness, as well as decreased wholesale sales, partially offset by an increase in retail store sales.

Fiscal 2024 net revenues also include approximately $1.1 million attributed to the extra week in fiscal 2024.

For fiscal 2025, gross prof it decreased $69.6 million, or 27.1%, to $187.8 million, from $256.4 million for fiscal 2024.

As a percentage of net revenues, gross profit decreased to 50.2% for fiscal 2025, from 54.5% for fiscal 2024.

The decrease in consolidated gross profit as a percentage of net revenues for the fiscal year was driven by sales channel mix, reduced margins for indirect liquidation sales, and inventory adjustments related to excess inventory in the Pura Vida segment.

Selling, General, and Administrative Expenses (“SG&A”)

For fiscal 2025, SG&A expenses decreased $17.7 million, or 7.3%, to $223.8 million, from $241.5 million for fiscal 2024.

As a percentage of net revenues, SG&A expenses were 60.2% and 51.3% for fiscal 2025 and fiscal 2024, respectively.

SG&A expenses related to Vera Bradley and corporate unallocated were $186.9 million compared to $192.1 million in the comparable prior-year period.

SG&A expenses related to Pura Vida were $36.9 million compared to $49.4 million in the comparable prior-year period.

The decrease in consolidated SG&A expenses for fiscal 2024 was primarily due to a decrease in employee-related expenses of $6.4 million due to a reduction in headcount, partially offset by an increase in incentive compensation;

a decrease in severance charges of $6.3 million, which includes severance related to our CFO transition in the current year more than offset by the retirement severance related to our former CEO in the prior year;

a $4.2 million decrease in professional expenses, a portion of which were associated with cost savings initiatives and other professional fees that did not recur in the current year;

$1.4 million related to store and lease right-of-use asset impairment charges in the prior year that did not recur in the current year;

and $5.2 million in other net expense reductions which included spending reductions related to information technology contracts, visual merchandising, and other expenses.

Impairment of Goodwill and Intangible Assets

Fiscal 2024 included a $5.4 million charge for impairment of the indefinite -lived Pura Vida brand intangible asset, which is reflected within the Pura Vida segment.

A $69.3 million impairment charge of goodwill and intangible assets related to Pura Vida goodwill and the indefinite-lived Pura Vida brand intangible asset was recorded in fiscal 2023 within the Pura Vida segment.

For additional information, refer to Goodwill and Other Intangible Assets herein.

The decrease in consolidated SG&A expenses for fiscal 2025 was primarily due to a decrease in employee-related expenses of $13.4 million due to a reduction in headcount and incentive compensation;

a $2.6 million decrease in selling expenses due to decreased sales;

decreased advertising of $2.5 million, primarily related to Pura Vida variable advertising due to decreased sales, partially offset by Vera Bradley advertising largely related to Project Restoration;

a $1.6 million decrease in intangible asset amortization;

and $0.2 million in other net expense reductions.

These decreases were partially offset by an increase of $2.6 million for property, plant, and equipment impairment charges in the current year.

Impairment of Intangible Assets

Fiscal 2025 included a $6.2 million charge for impairment of the indefinite-lived Pura Vida brand intangible asset, which reflects a full impairment and is recorded within the Pura Vida segment.

A $5.4 million impairment charge of the indefinite-lived Pura Vida brand intangible asset was recorded in fiscal 2024 within the Pura Vida segment.

For additional information, refer to Note 15 of the Consolidated Financial Statements herein.

Other Income, Net

For fiscal 2024, net other income increased $0.5 million to $0.9 million, from $0.5 million for fisca l 2023.

The increase in net other income was primarily due to a legal settlement in the current year that did not occur in the prior year, ticket sales from the Vera Bradley annual outlet sale, and sublease income.

Operatin g Income (Loss)

For fiscal 2024, operating inco me increased $105.3 million, or 111.0%, to $10.4 million from an operating loss of $(94.9) million for fiscal 2023.

As a percentage of net revenues, operatin g income (loss) was 2.2% and (19.0)% f or fiscal 2024 and fiscal 2023, respectively.

Operatin g income increased due t o the factors described above.

The following table provides additional information about our operat ing income (loss) ( in thousands):

For fiscal 2025, net other inco me totaled $0.9 million, consistent with the prior year.

Operating (Loss) Income

For fiscal 2025, there was an operating loss of $(42.4) million, a $52.8 million decrease, or 505.7%, from operating income of $10.4 million for fiscal 2024.

As a percentage of net revenues, operating (loss) income was (11.4)% and 2.2% for fiscal 2025 and fiscal 2024, respectively.

Operating (loss) income decreased due to the factors described above.

The following table provides additional information about our operating (loss) income (in thousands):

Fiscal Year Ended $

2024 January 28,

Operating Income (Loss):

2025 February 3,

Operating (Loss) Income:

VB Direct $ 25,240 $ 61,873 $ (36,633) (59.2) %

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Unallocated corporate expenses (67,889) (73,389) 5,500 7.5 %

Operating income (loss) $ 10,442 $ (94,871) $ 105,313 111.0 %

For fiscal 2024, operating inc ome increased $10.8 million, or 21.1%.

Operating (loss) income $ (42,356) $ 10,442 $ (52,798) 505.6 %

For fiscal 2025, operating income decreased $36.6 million, or 59.2%.

As a percentage of VB Direct segment net revenues, operating income in the VB Direct segment was 9.8% and 20.0% for fiscals 2025 and 2024, respectively.

The increase in operating income as a percentage of VB Direct segment net revenues was primarily due to an increase in gross margin as a percentage of net revenues as described above;

a decrease in employee-related expenses due to closed stores and cost savings initiatives;

store impairment charges in the prior year that did not recur in the current year;

and a reduction in spending associated with merchandising, professional fees, and other variable expenses.

The decrease in operating income as a percentage of VB Direct segment net revenues was primarily due to decreased sales, a decrease in gross margin as a percent of net revenues driven by a change in sales channel mix, and SG&A expense deleverage associated with decreased sales.

VB Indirect .

For fiscal 2024, operating inc ome increased $1.3 million, or 5.7%.

As a percentage of VB Indirect segment net revenues, operating income in the VB Indirect segm ent was 32.9% and 31.3% f or fiscals 2024 and 2023, respectively.

The increase in operating income as a percentage of VB Indirect segment net revenues was due to an increase in gross margin as a percentage of net revenues as described above, as well as decreased SG&A expenses.

For fiscal 2024, operatin g loss decreased $76.3 million, or 97%.

For fiscal 2025, operating income decreased $8.9 million, or 36.5%.

As a percentage of VB Indirect segment net revenues, operating income in the VB Indirect segment was 25.2% and 32.9% for fiscals 2025 and 2024, respectively.

The decrease in operating income as a percentage of VB Indirect segment net revenues was primarily due to reduced margin for indirect liquidations sales, an increase in wholesale discounting, and SG&A expense deleverage resulting from decreased sales.

For fiscal 2025, operating loss increased $12.8 million, or 551.5%.

As a percentage of Pura Vida segment net revenues, operating loss in the Pura Vida segment was (28.4)% and (2.7)% for fiscals 2025 and 2024, respectively.

The decrease in operating loss was primarily due to goodwill and indefinite-lived Pura Vida brand impairment charges in fiscal 2023 of $44.3 million and $25.0 million, respectively, compared to Pura Vida brand impairment charges of $5.4 million in fiscal 2024;

a decrease in marketing and advertising expenses;

a decrease in employee-related expenses due to headcount reductions and cost savings initiatives;

and an increase in gross margin as a percentage of net revenues as described above.

The increase in operating loss as a percentage of Pura Vida net revenues was primarily due to decreased sales, increase in inventory reserves, SG&A expense deleverage associated with decreased sales, and increased promotional activity.

Corporate Unallocated .

For fiscal 2024, corporate unallocated expens es decreased $17.0 million, or 18.8% to $73.4 million from $90.3 million in the prior-year period.

The decrease in corporate unallocated expenses was primarily due to a decrease in severance charges of $6.8 million which includes severance related to our CFO transition in the current year more than offset by the retirement severance related to our former CEO in the prior year;

a decrease of $4.3 million a portion of which were associated with cost savings initiatives and other professional fees that did not recur in the current year;

a reduction in employee-related expenses of $2.9 million primarily related to lower headcount, partially offset by an increase in incentive compensation;

$0.6 million for a lease right-of-use asset charge in the prior year that did not recur in the current year;

and $2.4 million in other net corporate expense reductions including a reduction in information technology contracts, corporate advertising expense, and other corporate expenses.

Interest Income (Expense), Net

For fiscal 2024, net interest in come totaled $0.9 million compared to net interest expense of $0.2 million in fiscal 2023, attributed to an increase in money market fund investments in fiscal 2024.

Income Tax Expense (Benefit)

For fiscal 2024, we recorded income tax expense of $3.5 million at an effective tax rate of 30.8%, compared to income tax benefit of $15.6 million at an effective tax rate of 16.5% for fiscal 2023.

The effective tax rate increase was primarily due to the relative impact of permanent and discrete items in the current-year period compared to the prior-year period, primarily as a result of stock-based compensation, noncontrolling interest in the prior-year period, and non-deductible executive compensation.

Ne t Income (Loss)

For fiscal 2024, net inco me increased $87.2 million to $7.8 million from a net loss of $(79.4) million in fiscal 2023 due to the factors described in the captions above.

Net Loss Attributable to Redeemable Noncontrolling Interest

For fiscal 2023, net loss attributable to redeemable noncontrolling interest was $(19.6) million.

This represents the allocation of the Pura Vida net (loss) income to the noncontrolling interest.

On January 30, 2023, we purchased the remaining 25% interest in Pura Vida resulting in 100% ownership.

As a result, there was no noncontrolling interest for the current-year period.

Net Income (Loss) At tributable to Vera Bradley, Inc.

For fiscal 2024, net income attributable to Vera Bradle y, Inc.

increased $67.5 million to $7.8 million from net loss attributable to Vera Bradley, Inc.

of $(59.7) million in fiscal 2023 due to the factors described in the captions above.

For fiscal 2025, corporate unallocated expenses decreased $5.5 million, or 7.5% to $67.9 million from $73.4 million in the prior-year period.

The decrease in corporate unallocated expenses was primarily due to a $6.2 million decrease in employee related expenses including incentive compensation and salaries resulting from headcount reductions and $0.2 million in net other expense reductions, partially offset by an increase of $0.6 million in advertising related to Project Restoration and an increase in professional fees of $0.3 million.

Interest Income, Net

For fiscal 2025, net interest income increased $0.2 million to $1.1 million from $0.9 million in fiscal 2024.

Income Tax Expense

For fiscal 2025, we recorded income tax expense of $21.0 million at an effective tax rate of (50.8)%, compared to income tax expense of $3.5 million at an effective tax rate of 30.8% for fiscal 2024.

The effective tax rate change was primarily attributable to the full valuation allowance recorded against the Company's net deferred tax assets, as well as the relative impact of permanent and discrete items in the current-year period compared to the prior-year period which largely relates to non-deductible executive compensation.

Net (Loss) Income

For fiscal 2025, there was a net loss of $(62.2) million, a $70.0 million decrease, from net income of $7.8 million in fiscal 2024 due to the factors described in the captions above.

Fiscal 2024 Compared to Fiscal 2023

Refer to the Company's Annual Report on Form 10-K filed wit h the SEC on March 28, 2023, for a comparison of fiscal 2023 to fiscal 2022 operating results.

Refer to the Company's Annual Report on Form 10-K filed wit h the SEC o n March 29, 2024, for a comparison of fiscal 2024 to fiscal 2023 operating results.

Liquidity and Capital Resources

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Fiscal Year Ended

2024 January 28,

2025 February 3,

2024 January 28,

Net cash provided by (used in) operating activities $ 47,993 $ (13,421) $ 39,861

Net cash (used in) provided by operating activities $ (14,102) $ 47,993 $ (13,421)

Net cash used in investing activities (10,373) (13,770) (8,239)

Net cash used in financing activities (22,515) (3,548) (20,105)

Net Ca sh Provided by (Used in) Opera ting Activities

Net cash provided by (used in) operating activities consists primarily of net income (loss) adjusted for non-cash ite ms, including depreciation, amortization, impairment charges, deferred taxes, and stock-based compensation;

Net Ca sh (Used in) Provided by Operating Activities

Net cash (used in) provided by operating activities consists primarily of net (loss) income adjusted for non-cash items, including depreciation, amortization, impairment charges, deferred taxes, and stock-based compensation;

and the effect of changes in assets and liabilities.

Net cash provided by operating activities was $48.0 million during fiscal 2024, as compared to net cash used in operating activities of $13.4 million during fiscal 2023 .

The increase in cash provided by operating activities was primarily related to an increase in net income of $87.2 million and a non-cash change in deferred income taxes of $19.4 million, partially offset by a change in non-cash impairments of $65.2 million.

An additional source of operating cash included changes in net working capital of $19.2 million.

Net working capital changes include an increase in sources of cash from inventories, accounts receivable and accounts payable, partially offset by increases in use of cash from prepaid expenses and other assets and income taxes.

Net cash used in operating activities was $14.1 million during fiscal 2025, as compared to net cash provided by operating activities of $48.0 million during fiscal 2024.

The increase in cash used in operating activities was primarily related to a net loss of $(62.2) million, a $70.0 million decrease, from net income in the comparable prior-year period, $0.3 million in other non-cash items, partially offset by a change in deferred income taxes of $18.6 million and property, plant, and equipment impairment charges of $2.6 million in the current year period.

Additionally,there was a net use of cash in the current year period in changes in assets and liabilities of $12.9 million, primarily driven by a decrease cash provided by inventories.

Net Cash Used in Investing Activities

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Net cash used in investing activities was $10.4 million in fiscal 2025, compared to $13.8 million in fiscal 2024.

Th e increase in cash used in investing activities was primarily a result of the of the purchase of the remaining 25% interest in Pura Vida for $10.0 million, partially offset by a decline in property, plant, and equipment spending primarily as a result of a lower amount of new store construction in the current year and Vera Bradley store relocations in the prior year that did not recur.

Capital expenditures for fiscal 2025 are expected to be approximately $12 million to $14 million, related to planned investments associated with new and remodeled stores and technology and logistics enhancements.

The decrease in cash used in investing activities was primarily a result of the purchase of the remaining 25% interest in Pura Vida for $10.0 million in the prior year, partially offset by an increase in property, plant, and equipment spending of $6.6 million primarily as a result of 8 store openings and Project Restoration initiatives in the current year, compared to 3 store openings in the prior year.

Net Cash Used in Financing Activities

Net cash used in financing activities w as $3.5 million in fi scal 2024 comp ared to $20.1 million in fiscal 2023.

The decrease in cash used in financing activities was primarily due to a decrease in repurchases of common stock of $15.9 million.

Net cash used in financing activities w as $22.5 million in fiscal 2025 compared to $3.5 million in fiscal 2024.

The increase in cash used in financing activities was primarily due to an increase in repurchases of common stock of $19.6 million.

Refer to the Company's Annual Report on Form 10-K filed with the SEC on March 29, 2024 , for a comparison of fiscal 2024 to fiscal 2023 cash flow activity.

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We perform physical inventory counts throughout the year and adjust the shrinkage provision accordingly.

The balance of inventory adjustments wa s $8.1 million an d $16.5 million for these matters as of the fiscal years ended February 3, 2024, and January 28, 2023, respectively.

The decrease in the balance was primarily related to the destruction of reserved product and the sell through of reserved inventory in fiscal 2024.

The fiscal 2023 balance included adjustments for excess Pura Vida inventory and excess mask inventory, the exit of certain technology products, and valuation adjustments to write discounted inventory down to its net realizable value.

The balance of inventory adjustments wa s $7.7 million an d $8.1 million for these matters as of the fiscal years ended February 1, 2025, and February 3, 2024, respectively.

We believe we have the ability to sell some of our retired finished goods through a number of channels, including our Vera Bradley and Pura Vida websites, the Vera Bradley online outlet site, Vera Bradley outlet stores, the Vera Bradley Annual Outlet Sale, and through third-party liquidators as needed.

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With respect to our stores, we analyze store economics, location within the shopping center, the size and shape of the space, and desirable co-tenancies in our selection process.

Impairment charges are classified in SG&A expenses and were $1.4 million, and $0.1 million for the periods ended January 28, 2023, and January 29, 2022, respectively.

Impairment charges are classified in SG&A expenses and were $2.6 million, and $1.4 million for the periods ended February 1, 2025, and January 28, 2023, respectively.

No impairment charges were recorded in fiscal 2024.

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Goodwill and Other Intangible Assets

As of February 3, 2024 identifiable intangible assets consisted of the Pura Vida brand and customer relationships.

Prior to February 1, 2025 identifiable intangible assets consisted of the Pura Vida brand and customer relationships.

Prior to fiscal 2024, the Company performed an annual impairment test for its goodwill.

Goodwill was fully impaired during fiscal 2023, leavi ng no balance.

Our Pura Vida brand, an indefinite-lived asset, is not amortized but assessed for impairment at least annually or whenever events or circumstances indicate that the brand may be impaired .

Goodwill was fully impaired during fiscal 2023, leaving no balance.

The Pura Vida brand, an indefinite-lived asset, is not amortized but assessed for impairment at least annually or whenever events or circumstances indicate that the brand may be impaired.

The Pura Vida customer relationship, a definite-lived intangible asset, is amortized over its estimated useful life and is also subject to impairment testing, similar to the Company’s other long-lived assets.

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The estimates and assumptions used in the determination of the fair value of the Pura Vida brand include the projected revenue growth, long-term growth rate, the royalty rate, and discount rate.

As of February 3, 2024, the carrying value of the Pura Vida brand was $6.2 million.

As of February 1, 2025, the Company had no intangible assets as it recorded a full impairment charge of the Pura Vida brand within the Pura Vida reporting unit during fiscal 2025.

The Company performed a quantitative analysis of the Pura Vida brand for the annual impairment test in the second quarter of fiscal 2025, at which time no impairment was recorded.

Subsequent to the annual impairment test, due to triggering events, the Company performed an additional quantitative analysis and recorded an impairment charge of $5.4 million in the fourth quarter of fiscal 2024, further described in Note 15 herein.

Subsequent to the annual impairment test, due to triggering events, the Company performed an additional quantitative analysis and recorded an impairment charge of $6.2 million in the fourth quarter of fiscal 2025, further described in Note 15 of the Consolidated Financial Statements herein.

For the annual impairment analysis performed during fiscal 2024, the Company performed a quantitative analysis, as well as subsequent analyses due to triggering events, further described in Note 15 of the Notes to the Consolidated Financial Statements herein.

An impairment charge of $5.4 million was recorded during fiscal 2024 for the Pura Vida brand.

For the annual impairment analysis performed during fiscal 2023, the Company performed a quantitative analysis, as well as subsequent analyses due to triggering events, further described in Note 15 of the Notes to the Consolidated Financial Statements herein.

Impairment charges of $44.3 million and $25.0 million were recorded during fiscal 2023 for goodwill and the Pura Vida brand, respectively.

The estimated fair value of the Pura Vida brand is subject to change as a result of many factors, including changing economic conditions.

Should actual and estimated cash flows change from the estimates we used in our fiscal 2024 impairment analysis, we may record additional impairment charges in future years.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis