Vera Bradley, Inc. · NASDAQ:VRA
Vera Bradley — Merger or Acquisition (June 2019)
14 slides from Vera Bradley's merger presentation, Jun 20, 2019
Slide 1: Pura Vida Acquisition Announcement
PURA VIDA ACQUISITION ANNOUNCEMENT
Slide 2: Forward-Looking Statements
FORWARD-LOOKING STATEMENTS This presentation may contain “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looki
Slide 3: Compelling Strategic Acquisition of Pura Vida
COMPELLING STRATEGIC ACQUISITION OF PURA VIDA BRAND HIGHLIGHTS . Rapidly growing, digitally native and highly engaging lifestyle accessories brand . Broad and growing following with a strong voice to female Millennial and Gen-Z consumers . Casual, fun and adventurous product aesthetic and positionin
Slide 4: Introduction to Pura Vida
INTRODUCTION TO PURA VIDA Digitally native lifestyle brand founded in 2010 upon the “pura vida” or “pure life” lifestyle “pura vida” strives to build a powerful and socially- conscious community BRACELET CATEGORY Differentiated and expanding product offering of bracelets, jewelry and other lifestyle
Slide 5: Lifestyle Accessories Brand with Broad Consumer Appeal
LIFESTYLE ACCESSORIES BRAND WITH BROAD CONSUMER APPEAL Page 4
Slide 6: Powerful Digital and Social Media Platform
POWERFUL DIGITAL AND SOCIAL MEDIA PLATFORM Highly Effective Consumer Engagement . Highly engaging lifestyle . Foster lasting . Disciplined approach brand that deeply resonates relationships and bolster to investments in other with customers via an organic engagement marketing channels efficient and
Slide 7: Strategic Rationale
STRATEGIC RATIONALE Highly Complementary Businesses . Devoted, emotionally-connected and multi-generational consumer base . Aligned with existing market position of casual, comfortable, affordable and fun . Consistent with current positioning as a “gifting” and socially-connected brand Diversifies B
Slide 8: Highly Complementary Businesses
HIGHLY COMPLEMENTARY BUSINESSES Well-Balanced Consumer Base Lifestyle Brand Positioning Strong Cultural Alignment “Gifting” and Socially-Connected Brands Multi-Channel Distribution Strategy Significant Overlap and Alignment in Lifestyle, Customers and Mission Page 7
Slide 9: Diversifies Business Model Across Channels and Products
DIVERSIFIES BUSINESS MODEL ACROSS CHANNELS AND PRODUCTS Pro Forma (FY 2019) (CY 2018) Annual Sales: $416 Million $68 Million $484 Million 2% 14% 18% 22% 20% 22% Wholesale 25% Wholesale Sales by Wholesale Retail Retail E-Commerce E-Commerce Channel: E-Commerce Monthly Club Monthly Club 60% 65% 52% 4%
Slide 10: Digital Marketing and E-Commerce Capabilities
DIGITAL MARKETING AND E-COMMERCE CAPABILITIES Award-winning website immerses visitors in brand, Content integration from social media product, social mission and community creates a cohesive consumer experience 1.6+ million #2 on Instagram’s Top 2 1.0+ million 80 Net followers on Most Engaged ‘brace
Slide 11: Substantial Operational and Financial Benefits
SUBSTANTIAL OPERATIONAL AND FINANCIAL BENEFITS GROWTH POTENTIAL FINANCIAL BENEFITS STRONG BALANCE SHEET . Formation of a . Acquisition expected to . Existing Vera Bradley multi-branded lifestyle be accretive to earnings cash balance to fund accessories platform in fiscal 2020 100% of purchase price
Slide 12: Transaction Summary
TRANSACTION SUMMARY . Vera Bradley to acquire 75% of Pura Vida for consideration of $75.0 million, subject to certain purchase price adjustments Transaction . Pura Vida management has the potential for up to $22.5 million of incremental consideration in the form of an earn-out, subject to certain pe
Slide 13: Appendix
APPENDIX
Slide 14: Pura Vida Adjusted EBITDA Reconciliation
PURA VIDA ADJUSTED EBITDA RECONCILIATION (Unaudited) 12 months ended December 31, 2018 ($ in thousands) Net income $ 3,824 Depreciation and intangible asset amortization 36 EBITDA (non-GAAP) 3,860 Seller compensation, tax payments and tax reserves (1) 7,977 Other unusual non-recurring adjustments (2