BOOT BARN HOLDINGS, INC., 10-Q filed on 10/31/2019
Quarterly Report
v3.19.3
Document and Entity Information - shares
6 Months Ended
Sep. 28, 2019
Oct. 30, 2019
Document and Entity Information    
Document Type 10-Q  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Sep. 28, 2019  
Entity File Number 001-36711  
Entity Registrant Name BOOT BARN HOLDINGS, INC.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 90-0776290  
Entity Address, Address Line One 15345 Barranca Pkwy  
Entity Address, City or Town Irvine  
Entity Address, State or Province CA  
Entity Address, Postal Zip Code 92618  
City Area Code 949  
Local Phone Number 453-4400  
Title of 12(b) Security Common Stock, $0.0001 par value  
Trading Symbol BOOT  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   28,564,239
Current Fiscal Year End Date --03-28  
Document Fiscal Year Focus 2020  
Document Fiscal Period Focus Q2  
Entity Central Index Key 0001610250  
Amendment Flag false  
v3.19.3
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Sep. 28, 2019
Mar. 30, 2019
Current assets:    
Cash and cash equivalents $ 13,219 $ 16,614
Accounts receivable, net 7,388 8,095
Inventories 301,737 240,734
Prepaid expenses and other current assets 16,247 11,900
Total current assets 338,591 277,343
Property and equipment, net 98,127 98,663
Right-of-use assets, net 165,965  
Goodwill 197,502 195,858
Intangible assets, net 61,074 62,845
Other assets 1,559 1,366
Total assets 862,818 636,075
Current liabilities:    
Line of credit 85,000  
Accounts payable 131,220 104,955
Accrued expenses and other current liabilities 49,316 46,988
Short-term lease liabilities 31,588  
Total current liabilities 297,124 151,943
Deferred taxes 16,367 17,202
Long-term portion of notes payable, net 108,642 174,264
Capital lease obligations   6,746
Long-term lease liabilities 150,988  
Other liabilities 4,548 21,756
Total liabilities 577,669 371,911
Commitments and contingencies (Note 7)
Stockholders' equity:    
Common stock, $0.0001 par value; September 28, 2019 - 100,000 shares authorized, 28,632 shares issued; March 30, 2019 - 100,000 shares authorized, 28,399 shares issued 3 3
Preferred stock, $0.0001 par value; 10,000 shares authorized, no shares issued or outstanding
Additional paid-in capital 163,204 159,137
Retained earnings 123,093 105,692
Less: Common stock held in treasury, at cost, 67 and 51 shares at September 28, 2019 and March 30, 2019, respectively (1,151) (668)
Total stockholders' equity 285,149 264,164
Total liabilities and stockholders' equity $ 862,818 $ 636,075
v3.19.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Sep. 28, 2019
Mar. 30, 2019
CONDENSED CONSOLIDATED BALANCE SHEETS    
Common stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Common stock, shares authorized (in shares) 100,000,000 100,000,000
Common Stock, shares issued (in shares) 28,631,560 28,399,000
Preferred stock, par value (in dollars per share) $ 0.0001 $ 0.0001
Preferred stock, shares authorized (in shares) 10,000,000 10,000,000
Preferred Stock, shares issued (in shares) 0 0
Preferred Stock, shares outstanding (in shares) 0 0
Common Stock, shares held in treasury (in shares) 67,000 51,000
v3.19.3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 6 Months Ended
Sep. 28, 2019
Sep. 29, 2018
Sep. 28, 2019
Sep. 29, 2018
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS        
Net sales $ 187,183 $ 168,109 $ 372,950 $ 330,093
Type of Revenue us-gaap:ProductMember us-gaap:ProductMember us-gaap:ProductMember us-gaap:ProductMember
Cost of goods sold $ 127,845 $ 117,191 $ 251,456 $ 227,728
Type of Cost of Service us-gaap:ProductMember us-gaap:ProductMember us-gaap:ProductMember us-gaap:ProductMember
Gross profit $ 59,338 $ 50,918 $ 121,494 $ 102,365
Selling, general and administrative expenses 46,404 42,221 92,499 83,839
Income from operations 12,934 8,697 28,995 18,526
Interest expense, net 3,310 4,153 7,214 8,253
Other income, net 3   14  
Income before income taxes 9,627 4,544 21,795 10,273
Income tax expense/(benefit) 1,947 10 4,394 (1,022)
Net income $ 7,680 $ 4,534 $ 17,401 $ 11,295
Earnings per share:        
Basic shares (in dollars per share) $ 0.27 $ 0.16 $ 0.61 $ 0.41
Diluted shares (in dollars per share) $ 0.26 $ 0.16 $ 0.60 $ 0.39
Weighted average shares outstanding:        
Basic shares 28,502 28,119 28,441 27,861
Diluted shares 29,161 28,875 29,091 28,721
v3.19.3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)
$ in Thousands
Common Stock
Additional Paid-In Capital
Retained Earnings
Treasury Shares
Total
Balance at Mar. 31, 2018 $ 3 $ 148,127 $ 66,670 $ (194) $ 214,606
Balance (in shares) at Mar. 31, 2018 27,331,000     (31,000)  
Increase (Decrease) in Stockholders' Equity          
Net income     6,761   6,761
Issuance of common stock related to stock-based compensation   5,038     5,038
Issuance of common stock related to stock-based compensation (in shares) 709,000        
Tax withholding for net share settlement       $ (306) (306)
Tax withholding for net share settlement (in shares)       (14,000)  
Stock-based compensation expense   612     612
Balance at Jun. 30, 2018 $ 3 153,777 73,431 $ (500) 226,711
Balance (in shares) at Jun. 30, 2018 28,040,000     (45,000)  
Balance at Mar. 31, 2018 $ 3 148,127 66,670 $ (194) 214,606
Balance (in shares) at Mar. 31, 2018 27,331,000     (31,000)  
Increase (Decrease) in Stockholders' Equity          
Net income         11,295
Balance at Sep. 29, 2018 $ 3 157,568 77,965 $ (574) 234,962
Balance (in shares) at Sep. 29, 2018 28,377,000     (47,000)  
Balance at Jun. 30, 2018 $ 3 153,777 73,431 $ (500) 226,711
Balance (in shares) at Jun. 30, 2018 28,040,000     (45,000)  
Increase (Decrease) in Stockholders' Equity          
Net income     4,534   4,534
Issuance of common stock related to stock-based compensation   2,987     2,987
Issuance of common stock related to stock-based compensation (in shares) 337,000        
Tax withholding for net share settlement       $ (74) (74)
Tax withholding for net share settlement (in shares)       (2,000)  
Stock-based compensation expense   804     804
Balance at Sep. 29, 2018 $ 3 157,568 77,965 $ (574) 234,962
Balance (in shares) at Sep. 29, 2018 28,377,000     (47,000)  
Balance at Mar. 30, 2019 $ 3 159,137 105,692 $ (668) 264,164
Balance (in shares) at Mar. 30, 2019 28,399,000     (51,000)  
Increase (Decrease) in Stockholders' Equity          
Net income     9,721   9,721
Issuance of common stock related to stock-based compensation   1,267     1,267
Issuance of common stock related to stock-based compensation (in shares) 143,000        
Tax withholding for net share settlement       $ (422) (422)
Tax withholding for net share settlement (in shares)       (15,000)  
Stock-based compensation expense   965     965
Balance at Jun. 29, 2019 $ 3 161,369 115,413 $ (1,090) 275,695
Balance (in shares) at Jun. 29, 2019 28,542,000     (66,000)  
Balance at Mar. 30, 2019 $ 3 159,137 105,692 $ (668) 264,164
Balance (in shares) at Mar. 30, 2019 28,399,000     (51,000)  
Increase (Decrease) in Stockholders' Equity          
Net income         17,401
Balance at Sep. 28, 2019 $ 3 163,204 123,093 $ (1,151) $ 285,149
Balance (in shares) at Sep. 28, 2019 28,632,000     (67,000) 28,564,239
Balance at Jun. 29, 2019 $ 3 161,369 115,413 $ (1,090) $ 275,695
Balance (in shares) at Jun. 29, 2019 28,542,000     (66,000)  
Increase (Decrease) in Stockholders' Equity          
Net income     7,680   7,680
Issuance of common stock related to stock-based compensation   655     655
Issuance of common stock related to stock-based compensation (in shares) 90,000        
Tax withholding for net share settlement       $ (61) (61)
Tax withholding for net share settlement (in shares)       (1,000)  
Stock-based compensation expense   1,180     1,180
Balance at Sep. 28, 2019 $ 3 $ 163,204 $ 123,093 $ (1,151) $ 285,149
Balance (in shares) at Sep. 28, 2019 28,632,000     (67,000) 28,564,239
v3.19.3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
6 Months Ended
Sep. 28, 2019
Sep. 29, 2018
Cash flows from operating activities    
Net income $ 17,401 $ 11,295
Adjustments to reconcile net income to net cash (used in)/provided by operating activities:    
Depreciation 9,757 8,654
Stock-based compensation 2,145 1,416
Amortization of intangible assets 72 350
Amortization of right-of-use assets 15,115  
Amortization of debt issuance fees and debt discount 503 630
Loss on disposal of property and equipment 12 27
Gain on adjustment of right-of-use asset and lease liability (193)  
Accretion of above market leases   (13)
Store impairment charge 0 305
Deferred taxes (835) 1,607
Changes in operating assets and liabilities, net of acquisition:    
Accounts receivable, net 1,865 (56)
Inventories (58,642) (16,745)
Prepaid expenses and other current assets (4,239) (3,925)
Other assets (369) (30)
Accounts payable 24,599 13,063
Accrued expenses and other current liabilities 3,014 74
Other liabilities 302 658
Operating leases (14,645)  
Net cash (used in)/provided by operating activities (4,138) 17,310
Cash flows from investing activities    
Purchases of property and equipment (15,475) (15,007)
Acquisition of business or assets, net of cash acquired (3,688) (4,424)
Net cash used in investing activities (19,163) (19,431)
Cash flows from financing activities    
Borrowings on line of credit - net 85,000 5,114
Repayments on debt and finance lease obligations (65,300) (10,248)
Debt issuance fees paid (1,233)  
Tax withholding payments for net share settlement (483) (380)
Proceeds from the exercise of stock options 1,922 8,025
Net cash provided by financing activities 19,906 2,511
Net (decrease)/increase in cash and cash equivalents (3,395) 390
Cash and cash equivalents, beginning of period 16,614 9,016
Cash and cash equivalents, end of period 13,219 9,406
Supplemental disclosures of cash flow information:    
Cash paid for income taxes 4,704 301
Cash paid for interest 6,494 7,569
Supplemental disclosure of non-cash activities:    
Unpaid purchases of property and equipment $ 3,543 $ 985
v3.19.3
Description of the Company and Basis of Presentation
6 Months Ended
Sep. 28, 2019
Business Operations  
Description of the Company and Basis of Presentation

BOOT BARN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Description of the Company and Basis of Presentation

Boot Barn Holdings, Inc. (the “Company”), the parent holding company of the group of operating subsidiaries that conduct the Boot Barn business, was formed on November 17, 2011, and is incorporated in the State of Delaware. The equity of the Company consists of 100,000,000 authorized shares and 28,631,560 issued and 28,564,239 outstanding shares of common stock as of September 28, 2019. The shares of common stock have voting rights of one vote per share.

The Company operates specialty retail stores and e-commerce websites that sell western and work boots and related apparel and accessories. The Company operates retail locations throughout the U.S. and sells its merchandise via the internet. The Company operated a total of 248 stores in 33 states as of September 28, 2019 and 240 stores in 33 states as of March 30, 2019. As of September 28, 2019, all stores operate under the Boot Barn name, with the exception of two stores that operate under the “American Worker” name.

Basis of Presentation

The Company’s condensed consolidated financial statements as of and for the thirteen and twenty-six weeks ended September 28, 2019 and September 29, 2018 are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), and include the accounts of the Company and each of its subsidiaries, consisting of Boot Barn, Inc., RCC Western Stores, Inc., Baskins Acquisition Holdings, LLC, Sheplers, Inc. and Sheplers Holding Corporation (collectively with Sheplers, Inc., “Sheplers”) and Boot Barn International (Hong Kong) Limited. All intercompany accounts and transactions among the Company and its subsidiaries have been eliminated in consolidation. The vast majority of the Company’s identifiable assets are in the United States. Certain information and footnote disclosures normally included in the Company’s annual consolidated financial statements have been condensed or omitted.

In the opinion of management, the interim condensed consolidated financial statements reflect all adjustments that are of a normal and recurring nature necessary to fairly present the Company’s financial position and results of operations and cash flows in all material respects as of the dates and for the periods presented. The results of operations presented in the interim condensed consolidated financial statements are not necessarily indicative of the results that may be expected for the fiscal year ending March 28, 2020.

Fiscal Periods

The Company reports its results of operations and cash flows on a 52- or 53-week basis ending on the last Saturday of March unless April 1st is a Saturday, in which case the fiscal year ends on April 1st. In a 52-week year, each quarter includes thirteen weeks of operations; in a 53-week fiscal year, the first, second and third quarters each include thirteen weeks of operations and the fourth quarter includes fourteen weeks of operations. Both the fiscal year ending on March 28, 2020 (“fiscal 2020”) and the fiscal year ended on March 30, 2019 (“fiscal 2019”) consist of 52 weeks.

v3.19.3
Summary of Significant Accounting Policies
6 Months Ended
Sep. 28, 2019
Summary of Significant Accounting Policies  
Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Information regarding the Company’s significant accounting policies is contained in Note 2, “Summary of Significant Accounting Policies”, to the consolidated financial statements included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on May 24, 2019. Presented below in the following notes is supplemental information that should be read in conjunction with those consolidated financial statements.

Comprehensive Income

The Company does not have any components of other comprehensive income recorded within its consolidated financial statements and, therefore, does not separately present a statement of comprehensive income in its consolidated financial statements.

Segment Reporting

GAAP has established guidance for reporting information about a company’s operating segments, including disclosures related to a company’s products and services, geographic areas and major customers. The Company’s retail stores and e-commerce websites represent two operating segments. Given the similar qualitative and economic characteristics of the two operating segments, the Company’s retail stores and e-commerce websites are aggregated into one reporting segment in accordance with guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting (“ASC 280”). The Company’s operations represent two reporting units, retail stores and e-commerce, for the purpose of its goodwill impairment analysis.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Among the significant estimates affecting the Company’s consolidated financial statements are those relating to revenue recognition, inventories, goodwill, intangible and long-lived assets, stock-based compensation and income taxes. Management regularly evaluates its estimates and assumptions based upon historical experience and various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. To the extent actual results differ from those estimates, the Company’s future results of operations may be affected.

Inventories

Inventory consists primarily of purchased merchandise and is valued at the lower of cost or net realizable value. Cost is determined on a first-in, first-out basis and includes the cost of merchandise and import related costs, including freight, duty and agent commissions. The Company assesses the recoverability of inventory through a periodic review of historical usage and present demand. When the inventory on hand exceeds the foreseeable demand, the value of inventory that, at the time of the review, is not expected to be sold at or above cost is written down to its estimated net realizable value.

Fair Value of Certain Financial Assets and Liabilities

The Company follows FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), which requires disclosure of the estimated fair value of certain assets and liabilities defined by the guidance as financial instruments. The Company’s financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable and debt. ASC 820 defines the fair value of financial instruments as the price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 establishes a three-level hierarchy for disclosure that is based on the extent and level of judgment used to estimate the fair value of assets and liabilities.

Level 1 uses unadjusted quoted prices that are available in active markets for identical assets or liabilities.

Level 2 uses inputs other than quoted prices included in Level 1 that are either directly or indirectly observable through correlation with market data. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs to
valuation models or other pricing methodologies that do not require significant judgment because the inputs used in the model, such as interest rates and volatility, can be corroborated by readily observable market data.

Level 3 uses one or more significant inputs that are unobservable and supported by little or no market activity, and reflect the use of significant management judgment. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques and significant management judgment or estimation. The Company’s Level 3 assets include certain acquired businesses and the evaluation of store impairment.

Cash and cash equivalents, accounts receivable and accounts payable are classified according to the lowest level input that is significant to the fair value measurement. As a result, the asset or liability could be classified as Level 2 or Level 3 even though there may be certain significant inputs that are readily observable. The Company believes that the recorded value of its financial instruments approximates their current fair values because of their nature and respective relatively short maturity dates or duration.

Although market quotes for the fair value of the outstanding debt arrangements discussed in Note 5, “Revolving Credit Facilities and Long-Term Debt” are not readily available, the Company believes its carrying value approximates fair value due to the variable interest rates, which are Level 2 inputs. There were no financial assets or liabilities requiring fair value measurements on a recurring basis as of September 28, 2019.

Recently Adopted Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASC 842”). The FASB issued this ASU to increase transparency and comparability among organizations by requiring lessees to recognize lease assets and lease liabilities on the balance sheet for those leases classified as operating leases under current U.S. GAAP and disclosing key information about leasing arrangements. Enhanced disclosures are also required to give financial statement users the ability to assess the amount, timing and uncertainty of cash flows arising from leases. In July 2018, the FASB issued ASU 2018-11, allowing a modified retrospective approach, under which entities have the option to not restate comparative periods and instead recognize a cumulative effect adjustment to beginning retained earnings in the period of adoption. The amendments in these ASU’s are effective for annual periods, and interim periods within that year, beginning after December 15, 2018. The standards became effective for the Company beginning March 31, 2019, the first day of its fiscal 2020 year.

As a result of the adoption of the new accounting standard, the Company elected transition-related practical expedients as accounting policies which allowed it to not reassess, as of the adoption date, (1) whether any expired or existing contracts are or contain leases, (2) the classification of any expired or existing leases, and (3) if previously capitalized initial direct costs qualify for capitalization under ASC 842. The Company elected the practical expedient option to not separate lease and non-lease components for all of its leases, and also elected the short-term lease recognition exemption that keeps leases with an initial term of 12 months or less excluded from balance sheet capitalization. This results in recognizing those lease payments in the consolidated statements of operations on a straight-line basis over the lease term. As of March 31, 2019, the first day of fiscal 2020, the Company recorded right-of-use (“ROU”) assets of $164.5 million and lease liabilities of $179.4 million upon adoption of this standard. The adoption of this standard did not have a material impact on its consolidated statements of operations and consolidated statements of cash flows. Refer to “Note 8. Leases” for further discussion.

Revenue Recognition

Revenue is recorded for store sales upon the purchase of merchandise by customers. Transfer of control takes place at the point at which the customer receives and pays for the merchandise at the register. E-commerce sales are recorded when control transfers to the customer, which generally occurs upon delivery of the product. Shipping and handling revenues are included in total net sales. Shipping costs incurred by the Company are included in cost of goods sold.

The Company maintains a customer loyalty program. Under the program, customers accumulate points based on purchase activity. For customers to maintain their active point balance, they must make a qualifying purchase of

merchandise at least once in a 365-day period. Once a loyalty program member achieves a certain point level, the member earns awards that may be redeemed for credits on merchandise purchases. To redeem awards, the member must make a qualifying purchase of merchandise within 60 days of the date the award was granted. Unredeemed awards and accumulated partial points are accrued as unearned revenue until redemption or expiration and, upon redemption and expiration, as an adjustment to net sales using the relative standalone selling price method. The unearned revenue for this program is recorded in accrued expenses and other current liabilities on the consolidated balance sheets and was $2.0 million as of September 28, 2019 and $1.7 million as of September 29, 2018. The following table provides a reconciliation of the activity related to the Company’s customer loyalty program:

Customer Loyalty Program

    

(in thousands)

    

September 28, 2019

September 29, 2018

Beginning balance as of March 30, 2019 and March 31, 2018, respectively

    

$

1,936

$

1,705

Year-to-date provisions

2,748

2,123

Year-to-date award redemptions

(2,673)

(2,117)

Ending balance

$

2,011

$

1,711

Revenue is recorded net of estimated and actual sales returns and deductions for coupon redemptions, estimated future award redemption and other promotions. The sales returns reserve reflects an estimate of sales returns based on projected merchandise returns determined through the use of historical average return percentages. The total reserve for returns is recorded in accrued expenses and other current liabilities in the consolidated balance sheets. The Company accounts for the asset and liability separately on a gross basis.

Proceeds from the sale of gift cards are deferred until the customers use the cards to acquire merchandise. Gift cards, gift certificates and store credits do not have expiration dates, and unredeemed gift cards, gift certificates and store credits are subject to state escheatment laws. Amounts remaining after escheatment are recognized in net sales in the period escheatment occurs and the liability is considered to be extinguished. The Company defers recognition of a layaway sale and its related profit to the accounting period when the customer receives the layaway merchandise. Income from the redemption of gift cards, gift card breakage, and the sale of layaway merchandise is included in net sales. The following table provides a reconciliation of the activity related to the Company’s gift card program:

Gift Card Program

    

(in thousands)

    

September 28, 2019

September 29, 2018

Beginning balance as of March 30, 2019 and March 31, 2018, respectively

    

$

8,796

$

7,857

Year-to-date issued

4,654

4,057

Year-to-date redemptions

(4,979)

(3,851)

Ending balance

$

8,471

$

8,063

Disaggregated Revenue

The Company disaggregates net sales into the following major merchandise categories:

    

Thirteen Weeks Ended

Twenty-Six Weeks Ended

% of Net Sales

    

September 28, 2019

September 29, 2018

September 28, 2019

September 29, 2018

Footwear

    

52%

53%

52%

53%

Apparel

33%

33%

33%

33%

Hats, accessories and other

15%

14%

15%

14%

Total

100%

100%

100%

100%

The Company further disaggregates net sales between stores and e-commerce:

    

Thirteen Weeks Ended

Twenty-Six Weeks Ended

% of Net Sales

    

September 28, 2019

September 29, 2018

September 28, 2019

September 29, 2018

Stores

    

85%

84%

85%

84%

E-commerce

15%

16%

15%

16%

Total

100%

100%

100%

100%

Recent Accounting Pronouncements

In January 2017, the FASB issued ASU No. 2017-04, Intangibles — Goodwill and Other: Simplifying the Test for Goodwill Impairment, which simplifies the accounting for goodwill impairment by eliminating step two from the goodwill impairment test. Under this new guidance, if the carrying amount of a reporting unit exceeds its estimated fair value, an impairment charge shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The amendments in this ASU are effective prospectively for fiscal years and interim periods within those years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company plans to adopt the standard in the first quarter of fiscal 2021 and does not expect the revised standard to have a material impact on the consolidated financial statements.

v3.19.3
Asset Acquisition and Business Combination
6 Months Ended
Sep. 28, 2019
Asset Acquisition and Business Combination  
Asset Acquisition and Business Combination

3. Asset Acquisition and Business Combinations

G.&L. Clothing, Inc.

On August 26, 2019, Boot Barn, Inc. completed the acquisition of G.&L. Clothing, Inc. (“G.&L. Clothing”), an individually-owned retailer operating one store in Des Moines, Iowa. As part of the transaction, Boot Barn, Inc. purchased the inventory, entered into new leases with the store’s landlord and offered employment to the G.&L. Clothing team. The primary reason for the acquisition of G.&L. Clothing was to further expand the Company’s retail operations in Iowa. The cash consideration paid for the acquisition was $3.7 million.

In allocating the purchase price, the Company recorded all assets acquired and liabilities assumed at fair value. The total fair value of consideration transferred for the acquisition was allocated to the net tangible and intangible assets based upon their estimated fair values as of the date of the acquisition of G.&L. Clothing. The excess of the purchase price over the net tangible and intangible assets was recorded as goodwill.

The Company determined the estimated fair values using Level 3 inputs after review and consideration of relevant information, including quoted market prices and estimates made by management. The inventory was valued using the comparative sales method. Property and equipment, net, customer list and merchandise credits and other current liabilities were valued under either the cost or income approach. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date based on the purchase price allocation:

(in thousands)

    

At August 26, 2019

Assets acquired:

Inventory

 

$

2,361

Property & equipment, net

64

Customer list

345

Right-of-use asset, net

1,946

Goodwill

1,644

Total assets acquired

$

6,360

Liabilities assumed:

 

 

Merchandise credits and other current liabilities

$

169

Short-term lease liability

129

Long-term lease liability

2,374

Total liabilities assumed

2,672

Net assets acquired

$

3,688

Drysdales, Inc.

On July 3, 2018, Boot Barn, Inc. completed the acquisition of assets from Drysdales, Inc. (“Drysdales”), a retailer with two stores in Tulsa, Oklahoma. As part of the transaction, Boot Barn, Inc. purchased the inventory, entered into new leases with the stores’ landlord, offered employment to the Drysdales team at both store locations and assumed certain customer credits. The primary reason for the acquisition of Drysdales was to further expand the Company’s retail operations in Oklahoma. The cash consideration paid was $3.8 million.

In allocating the purchase price, the Company recorded all assets acquired and liabilities assumed at fair value. As the acquisition did not meet the definition of a business combination under FASB ASC Topic 805, Business Combinations, the Company accounted for the transaction as an asset acquisition. In an asset acquisition, goodwill is not recognized, but rather any excess consideration transferred over the fair value of the net assets acquired is allocated on a relative fair value basis to the identifiable net assets. 

The Company determined the estimated fair values using Level 3 inputs after review and consideration of relevant information, including quoted market prices and estimates made by management. The inventory was valued using the comparative sales method and the customer credits were valued using the cost approach. Based on the fair value analysis of the net assets acquired and liabilities assumed, the inventory was valued at $4.2 million, and the customer credits were valued at $0.4 million.

Lone Star Western & Casual LLC

On April 24, 2018, Boot Barn, Inc. completed the acquisition of Lone Star Western & Casual LLC (“Lone Star”), an individually owned retail company with three stores in Waxahachie, Corsicana and Athens, Texas. As part of the transaction, Boot Barn, Inc. purchased the inventory, entered into new leases with the stores’ landlord and offered employment to the Lone Star team at all three store locations. The primary reason for the acquisition of Lone Star was to further expand the Company’s retail operations in Texas. The cash consideration paid for the acquisition was $4.4 million.

In allocating the purchase price, the Company recorded all assets acquired and liabilities assumed at fair value. The total fair value of consideration transferred for the acquisition was allocated to the net tangible and intangible assets based upon their estimated fair values as of the date of the acquisition of Lone Star. The excess of the purchase price over the net tangible and intangible assets was recorded as goodwill.

v3.19.3
Intangible Assets, Net and Goodwill
6 Months Ended
Sep. 28, 2019
Intangible Assets, Net and Goodwill  
Intangible Assets, Net and Goodwill

4. Intangible Assets, Net and Goodwill

Net intangible assets as of September 28, 2019 and March 30, 2019 consisted of the following (in thousands, except for weighted average useful life):

September 28, 2019

Gross

    

    

    

Weighted

Carrying

Accumulated

Average

    

Amount

    

Amortization

    

Net

    

Useful Life

Customer lists

$

851

$

(462)

$

389

 

3.8

Trademarks—definite lived

15

(7)

8

3.0

Total definite lived

 

866

 

(469)

 

397

Trademarks—indefinite lived

 

60,677

 

 

60,677

Total intangible assets

$

61,543

$

(469)

$

61,074

March 30, 2019

Gross

Weighted

Carrying

Accumulated

Average

    

Amount

    

Amortization

    

Net

    

Useful Life

Customer lists

$

506

$

(393)

$

113

 

3.0

Below-market leases

 

5,011

 

(2,967)

 

2,044

 

11.5

Trademarks-definite lived

15

(4)

11

3.0

Total definite lived

 

5,532

 

(3,364)

 

2,168

Trademarks—indefinite lived

 

60,677

 

 

60,677

Total intangible assets

$

66,209

$

(3,364)

$

62,845

Amortization expense for intangible assets totaled less than $0.1 million for the thirteen weeks ended September 28, 2019 and $0.2 million for the thirteen weeks ended September 29, 2018, and is included in selling, general and administrative expenses.

Amortization expense for intangible assets totaled less than $0.1 million for the twenty-six weeks ended September 28, 2019 and $0.4 million for the twenty-six weeks ended September 29, 2018, and is included in selling, general and administrative expenses.

As of September 28, 2019, estimated future amortization of intangible assets was as follows:

Fiscal Year

    

(in thousands)

2020

    

$

100

2021

 

89

2022

 

72

2023

 

62

2024

 

54

Thereafter

 

20

Total

$

397

The Company performs its annual goodwill impairment assessment on the first day of the fourth fiscal quarter, or more frequently if it believes that indicators of impairment exist. The Company’s goodwill balance was $197.5 million and $195.9 million as of September 28, 2019 and March 30, 2019, respectively. As of September 28, 2019, the Company had identified no indicators of impairment with respect to its goodwill and intangible asset balances. During the thirteen and twenty-six weeks ended September 28, 2019, the Company did not record any long-lived asset impairment charges related to its stores. During the thirteen and twenty-six weeks ended September 29, 2018, the Company recorded long-lived asset impairment charges of $0.1 million and $0.3 million, respectively, related to its stores.

The change in the carrying amount of goodwill is as follows (in thousands):

Goodwill

September 28, 2019

Balance as of March 30, 2019

$

195,858

Goodwill as a result of the G.&L. Clothing Inc. Acquisition

1,644

Balance as of September 28, 2019

$

197,502

v3.19.3
Revolving Credit Facilities and Long-Term Debt
6 Months Ended
Sep. 28, 2019
Revolving Credit Facilities and Long-Term Debt  
Revolving Credit Facilities and Long-Term Debt

5. Revolving Credit Facilities and Long-Term Debt

On June 29, 2015, the Company, as guarantor, and its wholly-owned primary operating subsidiary, Boot Barn, Inc., refinanced a previous Wells Fargo credit facility with the $125.0 million syndicated senior secured asset-based revolving credit facility for which Wells Fargo Bank, National Association (“June 2015 Wells Fargo Revolver”), is agent, and the $200.0 million syndicated senior secured term loan for which GCI Capital Markets LLC (“2015 Golub Term Loan”) is agent. The borrowing base of the June 2015 Wells Fargo Revolver is calculated on a monthly basis and is based on the amount of eligible credit card receivables, commercial accounts, inventory, and available reserves.

Borrowings under the June 2015 Wells Fargo Revolver bear interest at per annum rates equal to, at the Company’s option, either (i) London Interbank Offered Rate (“LIBOR”) plus an applicable margin for LIBOR loans, or (ii) the base rate plus an applicable margin for base rate loans. The base rate is calculated as the highest of (a) the federal funds rate plus 0.5%, (b) the Wells Fargo prime rate and (c) one-month LIBOR plus 1.0%. The applicable margin is calculated based on a pricing grid that in each case is linked to quarterly average excess availability. For LIBOR Loans, the applicable margin ranges from 1.00% to 1.25%, and for base rate loans it ranges from 0.00% to 0.25%. The Company also pays a commitment fee of 0.25% per annum of the actual daily amount of the unutilized revolving loans. The interest on the June 2015 Wells Fargo Revolver is payable in quarterly installments ending on the maturity date. On May 26, 2017, the Company entered into an amendment to the June 2015 Wells Fargo Revolver (the “2017 Wells Amendment”), increasing the aggregate revolving credit facility to $135.0 million and extending the maturity date to the earlier of May 26, 2022 or 90 days prior to the previous maturity of the 2015 Golub Term Loan, which was scheduled to mature on June 29, 2021. On June 6, 2019, the Company entered into Amendment No. 3 to the Credit Agreement (the “2019 Wells Amendment”), further increasing the aggregate revolving credit facility to $165.0 million and extending the maturity date to the earlier of June 6, 2024 or 90 days prior to the maturity of the 2015 Golub Term Loan, which is currently scheduled to mature on June 29, 2023. The 2019 Wells Amendment further made changes to the 2015 Wells Fargo Revolver in connection with the transition away from LIBOR as the benchmark rate. The amount outstanding under the June 2015 Wells Fargo Revolver as of September 28, 2019 and March 30, 2019 was $85.0 million and zero, respectively. Total interest expense incurred in the thirteen and twenty-six weeks ended September 28, 2019 on the June 2015 Wells Fargo Revolver was $1.0 million and $1.5 million, respectively, and the weighted average interest rate for the thirteen weeks ended September 28, 2019 was 3.5%. Total interest expense incurred in the thirteen and twenty-six weeks ended September 29, 2018 on the June 2015 Wells Fargo Revolver was $0.6 million and $1.1 million, respectively, and the weighted average interest rate for the thirteen weeks ended September 29, 2018 was 3.3%.

Borrowings under the 2015 Golub Term Loan bear interest at per annum rates equal to, at the Company’s option, either (a) LIBOR plus an applicable margin for LIBOR loans with a LIBOR floor of 1.0%, or (b) the base rate plus an applicable margin for base rate loans. The base rate is calculated as the greater of (i) the higher of (x) the prime rate and (y) the federal funds rate plus 0.5% and (ii) the sum of one-month LIBOR plus 1.0%. The applicable margin is 4.5% for LIBOR Loans and 3.5% for base rate loans. The principal and interest on the 2015 Golub Term Loan is payable in quarterly installments ending on June 29, 2021, the maturity date. Quarterly principal payments of $500,000 are due for each quarter; however, on June 2, 2017, the Company prepaid $10.0 million on the 2015 Golub Term Loan, which included all of the required quarterly principal payments until the maturity date of the loan. On May 15, 2018, the Company made an additional $10.0 million prepayment on the 2015 Golub Term Loan. On June 6, 2019, the Company entered into the Third Amendment to the 2015 Golub Term Loan (the “2019 Golub Amendment”) which extended the maturity date to June 29, 2023. At the time of the Third Amendment, the company also prepaid $65.0 million of the term loan facility, reducing the outstanding principal balance to $111.5 million. The 2019 Golub Amendment further made changes to the 2015 Golub Term Loan in connection with the transition away from LIBOR as the benchmark rate. Total interest expense incurred in the thirteen and twenty-six weeks ended September 28, 2019 on the 2015 Golub Term Loan was $1.9 million and $4.8 million, respectively, and the weighted average interest rate for the thirteen weeks ended September 28, 2019 was 6.8%. Total interest expense incurred in the thirteen and twenty-six weeks ended September 29,

2018 on the 2015 Golub Term Loan was $3.0 million and $6.2 million, respectively, and the weighted average interest rate for the thirteen weeks ended September 29, 2018 was 6.8%.

All obligations under each of the 2015 Golub Term Loan and the June 2015 Wells Fargo Revolver are unconditionally guaranteed by the Company and each of its direct and indirect domestic subsidiaries (other than certain immaterial subsidiaries) which are not named as borrowers under the 2015 Golub Term Loan or the June 2015 Wells Fargo Revolver, as applicable.

The priority with respect to collateral under each of the 2015 Golub Term Loan and the June 2015 Wells Fargo Revolver is subject to the terms of an intercreditor agreement among the lenders under the 2015 Golub Term Loan and the June 2015 Wells Fargo Revolver.

Each of the June 2015 Wells Fargo Revolver and the 2015 Golub Term Loan contains customary provisions relating to mandatory prepayments, restricted payments, voluntary payments, affirmative and negative covenants, and events of default. In addition, the terms of the June 2015 Wells Fargo Revolver require the Company to maintain, on a consolidated basis, a Consolidated Fixed Charge Coverage Ratio of at least 1.00:1.00 during such times as a covenant trigger event shall exist. On May 26, 2017, the Company entered into an amendment to the 2015 Golub Term Loan (the “2017 Golub Amendment”). The 2017 Golub Amendment changed the maximum Consolidated Total Net Leverage Ratio requirements to 4.00:1.00 as of December 29, 2018 and for all subsequent periods. The 2019 Golub Amendment maintains the same maximum Consolidated Total Net Leverage Ratio requirements. The June 2015 Wells Fargo Revolver and 2015 Golub Term Loan also require the Company to pay additional interest of 2.0% per annum upon triggering certain specified events of default set forth therein. For financial accounting purposes, the requirement for the Company to pay a higher interest rate upon an event of default is an embedded derivative. As of September 28, 2019, the fair value of these embedded derivatives was estimated and was not significant. As of September 28, 2019, we were in compliance with the June 2015 Wells Fargo Revolver and the 2015 Golub Term Loan debt covenants.

Debt Issuance Costs and Debt Discount

Debt issuance costs totaling $1.2 million were incurred under the June 2015 Wells Fargo Revolver, 2017 Wells Amendment and 2019 Wells Amendment and are included as assets on the condensed consolidated balance sheets in prepaid expenses and other current assets. Total unamortized debt issuance costs were $0.5 million and $0.3 million as of September 28, 2019 and March 30, 2019, respectively. These amounts are being amortized to interest expense over the term of the June 2015 Wells Fargo Revolver.

Debt issuance costs and debt discount totaling $7.1 million were incurred under the 2015 Golub Term Loan, 2017 Golub Amendment and 2019 Golub Amendment and are included as a reduction of the current and non-current notes payable on the condensed consolidated balance sheets. Total unamortized debt issuance costs and debt discount were $2.9 million and $2.2 million as of September 28, 2019 and March 30, 2019, respectively. These amounts are being amortized to interest expense over the term of the 2015 Golub Term Loan.

The following sets forth the balance sheet information related to the term loan:

September 28,

March 30,

(in thousands)

    

2019

      

2019

Term Loan

$

111,500

$

176,500

Unamortized value of the debt issuance costs and debt discount

(2,858)

(2,236)

Net carrying value

$

108,642

$

174,264

Total amortization expense of $0.2 million and $0.3 million related to the June 2015 Wells Fargo Revolver and 2015 Golub Term Loan is included as a component of interest expense in the thirteen weeks ended September 28, 2019 and September 29, 2018, respectively.

Total amortization expense of $0.5 million and $0.6 million related to the June 2015 Wells Fargo Revolver and 2015 Golub Term Loan is included as a component of interest expense in the twenty-six weeks ended September 28, 2019 and September 29, 2018, respectively.

Aggregate Contractual Maturities

Aggregate contractual maturities for the Company’s long-term debt as of September 28, 2019 are as follows:

Fiscal Year

(in thousands)

2020

    

$

2021

 

2022

 

2023

 

2024

 

111,500

Total

$

111,500

v3.19.3
Stock-Based Compensation
6 Months Ended
Sep. 28, 2019
Stock-Based Compensation  
Stock-Based Compensation

6. Stock-Based Compensation

Equity Incentive Plans

On January 27, 2012, the Company approved the 2011 Equity Incentive Plan (the “2011 Plan”). The 2011 Plan authorized the Company to issue options to employees, consultants and directors exercisable for up to a total of 3,750,000 shares of common stock. As of September 28, 2019, all awards granted by the Company under the 2011 Plan have been nonqualified stock options. Options granted under the 2011 Plan have a life of 10 years and vest over service periods of five years or in connection with certain events as defined by the 2011 Plan.

On October 19, 2014, the Company approved the 2014 Equity Incentive Plan, which was amended as of August 24, 2016 (as amended, the “2014 Plan”). Following the approval of the 2014 Plan, no further grants have been made under the 2011 Plan. The 2014 Plan authorizes the Company to issue awards to employees, consultants and directors for up to a total of 3,600,000 shares of common stock. As of September 28, 2019, all awards granted by the Company under the 2014 Plan to date have been nonqualified stock options, restricted stock awards, restricted stock units or performance share units. Options granted under the 2014 Plan have a life of eight to ten years and vest over service periods of four or five years or in connection with certain events as defined by the 2014 Plan. Restricted stock awards granted under the 2014 Plan vest over one or four years, as determined by the Compensation Committee of our board of directors. Restricted stock units vest over service periods of one, four or five years, as determined by the Compensation Committee of our board of directors. Performance share units are subject to the vesting criteria discussed further below.

Non-Qualified Stock Options

On May 20, 2019, the Company granted its Chief Executive Officer ("CEO") an option to purchase 227,273 shares of common stock under the 2014 Plan. This option contains both service and market vesting conditions. Vesting of this option is contingent upon the market price of the Company's common stock achieving three stated price targets for 30 consecutive trading days through the fourth anniversary of the date of grant. If the first market price target is met, 33% of the option granted will cliff vest on the fourth anniversary of the date of grant, with an additional 33% of the option vesting if the second market price target is met, and the last 34% of the option vesting if the final market price target is met. The total grant date fair value of this option was $2.0 million, with a grant date fair value of $8.80 per share. The Company is recognizing the expense relating to this stock option on a straight-line basis over the four-year service period. The exercise price of this award is $28.63 per share. The fair value of the option was estimated using a Monte Carlo simulation model. The following significant assumptions were used as of May 20, 2019, the date of grant:

Stock price

    

$

28.63

 

Exercise price

$

28.63

Expected option term

 

7.0

years

Expected volatility

 

35.3

%

Risk-free interest rate

2.3

%

Expected annual dividend yield

0

%

During the thirteen weeks ended September 28, 2019, the Company did not grant options to purchase shares under the 2014 Plan.

During the twenty-six weeks ended September 28, 2019, the Company granted certain members of management options to purchase a total of 116,952 shares under the 2014 Plan. The total grant date fair value of stock options granted during the thirteen weeks ended September 28, 2019 was $1.3 million, with a grant date fair value of $11.19 per share. The Company is recognizing the expense relating to these stock options on a straight-line basis over the four-year service period of the awards. The exercise price of these awards is $28.63 per share.

During the thirteen weeks ended September 29, 2018, the Company granted certain members of management options to purchase a total of 10,299 shares under the 2014 Plan. The total grant date fair value of stock options granted during the thirteen weeks ended September 29, 2018 was $0.1 million, with a grant date fair value of $11.11 per share. The Company is recognizing the expense relating to these stock options on a straight-line basis over the four-year service period of the awards. The exercise price of these awards is $29.73 per share.

During the twenty-six weeks ended September 29, 2018, the Company granted certain members of management options to purchase a total of 264,691 shares under the 2014 Plan. The total grant date fair value of stock options granted during the twenty-six weeks ended September 29, 2018 was $2.4 million, with a grant date fair value ranging from $8.90 to $11.11 per share. The Company is recognizing the expense relating to these stock options on a straight-line basis over the four-year service period of the awards. The exercise price of these awards range between $23.92 and $29.73 per share.

The stock option awards discussed above were measured at fair value on the grant date using the Black-Scholes option valuation model. Key input assumptions used to estimate the fair value of stock options include the exercise price of the award, the expected option term, expected volatility of the Company’s stock price over the option’s expected term, the risk-free interest rate over the option’s expected term and the Company’s expected annual dividend yield, if any. The Company will issue shares of common stock when the options are exercised.

The fair values of stock options granted during the thirteen and twenty-six weeks ended September 28, 2019 and September 29, 2018 were estimated on the grant dates using the following assumptions:

Thirteen Weeks Ended

Twenty-Six Weeks Ended

September 28,

September 29,

September 28,

September 29,

    

2019

    

2018

  

2019

    

2018

Expected option term(1)

N/A

5.3

years

6.3

-

7.0

years  

5.3

years  

Expected volatility factor(2)

N/A

36.5

%

35.3

%

-

35.6

%  

36.1

%

-

36.5

%  

Risk-free interest rate(3)

N/A

2.8

%

2.3

%  

2.8

%  

Expected annual dividend yield

N/A

0.0

%

0

%

0

%

(1)The Company has limited historical information regarding expected option term. Accordingly, the Company determined the expected life of the options using the simplified method.
(2)Stock volatility for each grant is measured using the weighted average of historical daily price changes of the Company’s competitors’ common stock over the most recent period equal to the expected option term of the Company’s awards.
(3)The risk-free interest rate is determined using the rate on treasury securities with the same term.

Intrinsic value for stock options is defined as the difference between the market price of the Company’s common stock on the last business day of the fiscal quarter and the weighted average exercise price of in-the-money stock options outstanding at the end of each fiscal period.

The following table summarizes the stock award activity for the twenty-six weeks ended September 28, 2019:

Grant Date

Weighted

Weighted

Average

Aggregate

Stock

Average

Remaining

Intrinsic

    

Options

    

Exercise Price

    

Contractual Life 

    

Value

(in years)

(in thousands)

Outstanding at March 30, 2019

 

1,293,347

$

15.40

Granted

 

344,225

$

28.63

Exercised

(164,105)

$

11.71

$

3,526

Cancelled, forfeited or expired

 

(4,225)

$

30.57

Outstanding at September 28, 2019

 

1,469,242

$

18.87

 

6.2

$

23,315

Vested and expected to vest after September 28, 2019

 

1,469,242

$

18.87

 

6.2

$

23,315

Exercisable at September 28, 2019

 

445,419

$

17.14

 

4.4

$

7,841

A summary of the status of non-vested stock options as of September 28, 2019 including changes during the twenty-six weeks ended September 28, 2019 is presented below:

    

    

Weighted-

Average

Grant Date

    

Shares

    

Fair Value

Nonvested at March 30, 2019

 

917,850

$

5.48

Granted

 

344,225

$

9.61

Vested

 

(237,541)

$

5.18

Nonvested shares forfeited

 

(711)

$

8.71

Nonvested at September 28, 2019

 

1,023,823

$

6.94

Restricted Stock Units

During the thirteen weeks ended September 28, 2019, the Company did not grant any restricted stock units. During the twenty-six weeks ended September 28, 2019, the Company granted 89,985 restricted stock units to various directors and employees under the 2014 Plan. The shares granted to employees vest in four equal annual installments beginning on the grant date, provided that the respective award recipient continues to be employed by the Company through each of those dates (subject to certain exceptions). The shares granted to the Company’s directors vest on the first anniversary of the date of grant. The grant date fair value of these awards for the twenty-six weeks ended September 28, 2019 totaled $2.6 million. The Company is recognizing the expense relating to these awards on a straight-line basis over the service period of each award, commencing on the date of grant.

During the thirteen and twenty-six weeks ended September 29, 2018, the Company granted 12,046 and 80,996 restricted stock units to various directors and employees under the 2014 Plan. The shares granted to employees vest in four equal annual installments beginning on the grant date, provided that the respective award recipient continues to be employed by the Company through each of those dates. The shares granted to the Company’s directors vest on the first anniversary of the date of grant. The grant date fair value of these awards for the thirteen and twenty-six weeks ended September 29, 2018 totaled $0.3 million and $2.0 million, respectively. The Company is recognizing the expense relating to these awards on a straight-line basis over the service period of each award, commencing on the date of grant.

Performance Share Units

During the thirteen weeks ended September 28, 2019, the Company did not grant any performance share units. During the twenty-six weeks ended September 28, 2019, the Company granted 38,546 performance share units to various employees under the 2014 Plan with a grant date fair value of $28.63 per share.

The performance share units granted are stock-based awards in which the number of shares ultimately received depends on the Company's performance against its cumulative earnings per share target over a three-year performance

period beginning March 31, 2019 and ending March 26, 2022. These performance metrics were established by the Company at the beginning of the performance period. At the end of the performance period, the number of performance shares to be issued is fixed based upon the degree of achievement of the performance goals. If the cumulative three-year performance goals are below the threshold level, the number of performance units to vest will be 0%, if the performance goals are at the threshold level, the number of performance units to vest will be 50% of the target amounts, if the performance goals are at the target level, the number of performance units to vest will be 100% of the target amounts, and if the performance goals are at the maximum level, the number of performance units to vest will be 200% of the target amounts, each subject to continued service through the last day of the performance period (subject to certain exceptions). If performance is between threshold and target goals or between target and maximum goals, the number of performance units to vest will be determined by linear interpolation. The number of shares ultimately issued can range from 0% to 200% of the participant's target award.

The grant date fair value of the performance share units granted during the twenty-six weeks ended September 28, 2019 was initially measured using the Company's closing stock price on the date of grant with the resulting stock compensation expense recognized on a straight-line basis over the three-year vesting period. The expense recognized over the vesting period is adjusted up or down on a quarterly basis based on the anticipated performance level during the performance period. If the performance metrics are not probable of achievement during the performance period, stock compensation expense would be reversed. The awards are forfeited if the threshold performance goals are not achieved as of the end of the performance period.

During the thirteen and twenty-six weeks ended September 29, 2018, the Company did not grant any performance share units.

Stock-Based Compensation Expense

Stock-based compensation expense was $1.2 million and $0.8 million for the thirteen weeks ended September 28, 2019 and September 29, 2018, respectively. Stock-based compensation expense was $2.1 million and $1.4 million for the twenty-six weeks ended September 28, 2019 and September 29, 2018, respectively. Stock-based compensation expense of $0.2 million and $0.1 million was recorded in cost of goods sold in the condensed consolidated statements of operations for the thirteen weeks ended September 28, 2019 and September 29, 2018, respectively. Stock-based compensation expense of $0.3 million and $0.2 million was recorded in cost of goods sold in the condensed consolidated statements of operations for the twenty-six weeks ended September 28, 2019 and September 29, 2018, respectively. All other stock-based compensation expense is included in selling, general and administrative expenses in the condensed consolidated statements of operations.

As of September 28, 2019, there was $6.0 million of total unrecognized stock-based compensation expense related to unvested stock options, with a weighted-average remaining recognition period of 3.11 years. As of September 28, 2019, there was $4.1 million of total unrecognized stock-based compensation expense related to restricted stock units, with a weighted-average remaining recognition period of 2.97 years. As of September 28, 2019, there was $1.3 million of total unrecognized stock-based compensation expense related to performance share units, with a weighted-average remaining recognition period of 2.64 years.

v3.19.3
Commitments and Contingencies
6 Months Ended
Sep. 28, 2019
Commitments and Contingencies  
Commitments and Contingencies

7. Commitments and Contingencies

The Company is involved, from time to time, in litigation that is incidental to its business. The Company has reviewed these matters to determine if reserves are required for losses that are probable and reasonable to estimate in accordance with FASB ASC Topic 450, Contingencies. The Company evaluates such reserves, if any, based upon several criteria, including the merits of each claim, settlement discussions and advice from outside legal counsel, as well as indemnification of amounts expended by the Company’s insurers or others pursuant to indemnification policies or agreements, if any.

The Company is also subject to certain other pending or threatened litigation matters incidental to its business. In management's opinion, none of these legal matters, individually or in the aggregate, will have a material effect on the Company's financial position, results of operations, or liquidity.

During the normal course of its business, the Company has made certain indemnifications and commitments under which the Company may be required to make payments for certain transactions. These indemnifications include those given to various lessors in connection with facility leases for certain claims arising from such facility leases, and indemnifications to directors and officers of the Company to the maximum extent permitted under the laws of the State of Delaware. The majority of these indemnifications and commitments do not provide for any limitation of the maximum potential future payments the Company could be obligated to make, and their duration may be indefinite. The Company has not recorded any liability for these indemnifications and commitments in the condensed consolidated balance sheets as the impact is expected to be immaterial.

v3.19.3
Leases
6 Months Ended
Sep. 28, 2019
Leases  
Leases

8. Leases

The Company does not own any real estate. Instead, most of its retail store locations are occupied under operating leases. The store leases generally have a base lease term of five or 10 years, with one or more renewal periods of five years, on average, exercisable at the Company’s option. The Company is generally responsible for the payment of property taxes and insurance, utilities and common area maintenance fees. Some leases also require additional payments based on percentage of sales. Lease terms include the non-cancellable portion of the underlying leases along with any reasonably certain lease periods associated with available renewal periods, termination options and purchase options.

Operating and finance lease liabilities are recognized at the lease commencement date based on the present value of the fixed lease payments using the Company's incremental borrowing rates for its population of leases. Related operating and finance lease ROU assets are recognized based on the initial present value of the fixed lease payments, reduced by cash payments received from landlords as lease incentives, plus any prepaid rent and other direct costs from executing the leases. Amortization of both operating and finance lease ROU assets is performed on a straight-line basis and recorded as part of rent expense in selling, general and administrative expenses on the condensed consolidated statements of operations. The interest expense amortization component of the finance lease liabilities is recorded within interest expense on the condensed consolidated statements of operations. ROU assets are tested for impairment in the same manner as long-lived assets.

Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. Variable lease payments are recognized as lease expense as they are incurred.

ROU assets and lease liabilities as of September 28, 2019 consist of the following:

Balance Sheet Classification

September 28, 2019
(in thousands)

Assets

Finance lease assets

Right-of-use assets, net

$

7,709

Operating lease assets

Right-of-use assets, net

 

158,256

Total lease assets

$

165,965

Liabilities

 

Current

Finance

Short-term lease liabilities

$

654

Operating

Short-term lease liabilities

30,934

Total short-term lease liabilities

$

31,588

Non-Current

Finance

Long-term lease liabilities

$

6,413

Operating

Long-term lease liabilities

144,575

Total long-term lease liabilities

$

150,988

Total lease liabilities

$

182,576

Total lease costs for the thirteen and twenty-six weeks ended September 28, 2019 were:

Thirteen Weeks Ended

Twenty-Six Weeks Ended

(in thousands)

  

Statement of Operations Classification

  

September 28, 2019

September 28, 2019

Finance lease cost

Amortization of right-of-use assets

Cost of goods sold

$

178

$

357

Interest on lease liabilities

Interest expense, net

184

373

Total finance lease cost

$

362

$

730

Operating lease cost

Cost of goods sold

$

9,641

$

18,735

Operating lease cost

Selling, general and administrative expenses

676

1,543

Short-term lease cost

Selling, general and administrative expenses

595

1,160

Variable lease cost

Selling, general and administrative expenses

587

1,151

Total lease cost

$

11,861

$

23,319

The following table summarizes future lease payments as of September 28, 2019:

Operating Leases

Finance Leases

Fiscal Year

(in thousands)

(in thousands)

2020

$

10,421

$

675

2021

 

41,709

 

1,346

2022

 

37,542

 

1,359

2023

33,067

1,305

2024

26,496

1,280

Thereafter

 

70,484

 

4,262

Total

219,719

10,227

Less: Imputed interest

(44,210)

(3,160)

Present value of net lease payments

$

175,509

$

7,067

Prior to the Company’s adoption of ASC 842, its future minimum operating lease commitments as of March 30, 2019 under ASC 840 were (in thousands):

Fiscal Year

    

Total

2020

$

37,877

2021

 

36,352

2022

 

31,732

2023

 

26,649

2024

 

20,536

Thereafter

 

44,061

Total

$

197,207

The following table includes supplemental lease information:

Twenty-Six Weeks Ended

Supplemental Cash Flow Information (dollars in thousands)

September 28, 2019

Cash paid for amounts included in the measurement of lease liabilities

Operating cash flows from operating leases

$

20,140

Operating cash flows from finance leases

 

373

Financing cash flows from finance leases

300

$

20,813

Lease liabilities arising from new right-of-use assets

Operating leases

$

18,050

Finance leases

$

Weighted average remaining lease term (in years)

Operating leases

6.3

Finance leases

11.4

Weighted average discount rate

Operating leases

6.4

%

Finance leases

10.2

%

v3.19.3
Income Taxes
6 Months Ended
Sep. 28, 2019
Income Taxes  
Income Taxes

9. Income Taxes

The Company accounts for income taxes in accordance with ASC 740, Income Taxes (“ASC 740”). In accordance with ASC 740, the Company recognizes deferred tax assets and liabilities based on the liability method, which requires an adjustment to the deferred tax asset or liability to reflect income tax rates currently in effect. When income tax rates increase or decrease, a corresponding adjustment to income tax expense is recorded by applying the rate change to the cumulative temporary differences. ASC 740 prescribes the recognition threshold and measurement principles for financial statement disclosure of tax positions taken or expected to be taken on a tax return. ASC 740 requires the Company to determine whether it is “more likely than not” that a tax position will be sustained upon examination by the appropriate taxing authorities before any part of the benefit can be recognized. Additionally, ASC 740 provides guidance on recognition measurement, derecognition, classification, related interest and penalties, accounting in interim periods, disclosure and transition.

The income tax rate was 20.2% and 0.2% for the thirteen weeks ended September 28, 2019 and September 29, 2018, respectively, and 20.2% and (9.9%) for the twenty-six weeks ended September 28, 2019 and September 29, 2018, respectively. The thirteen and twenty-six weeks ended September 28, 2019 include $0.5 million and $0.8 million of tax benefits, respectively, associated with stock option exercises and the vesting of restricted stock compared to higher tax benefits of $1.1 million and $3.6 million for the thirteen and twenty-six weeks ended September 29, 2018, respectively. Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amounts expected to be realized. To this end, the Company has considered and evaluated its sources of taxable income, including forecasted future taxable income, and the Company has concluded that a valuation allowance is primarily required for certain state net operating losses and credits it expects to expire unused. The Company will continue to evaluate the need for a valuation allowance at each period end.

The Company’s policy is to accrue interest and penalties related to unrecognized tax benefits as a component of income tax expense. At September 28, 2019 and March 30, 2019, the Company had no accrued liability for penalties and interest.

The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. At September 28, 2019, the Company is not aware of tax examinations (current or potential) in any tax jurisdictions.

v3.19.3
Related Party Transactions
6 Months Ended
Sep. 28, 2019
Related Party Transactions  
Related Party Transactions

10. Related Party Transactions

During the thirteen and twenty-six weeks ended September 28, 2019 and September 29, 2018, the Company had capital expenditures with Floor & Decor Holdings, Inc., a specialty retail vendor in the flooring market. These capital expenditures amounted to $0.2 million and less than $0.1 million in the thirteen weeks ended September 28, 2019 and September 29, 2018, respectively. These capital expenditures amounted to $0.2 million in both the twenty-six weeks ended September 28, 2019 and September 29, 2018, and were recorded as property and equipment, net on the condensed consolidated balance sheet. Certain members of the Company’s board of directors either currently serve on the board of directors or as an executive officer at Floor & Decor Holdings, Inc.

v3.19.3
Earnings Per Share
6 Months Ended
Sep. 28, 2019
Earnings Per Share  
Earnings Per Share

11. Earnings Per Share

Earnings per share is computed under the provisions of FASB ASC Topic 260, Earnings Per Share. Basic earnings per share is computed based on the weighted average number of outstanding shares of common stock during the period. Diluted earnings per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential shares of common stock outstanding during the period using the treasury stock method, whereby proceeds from such exercise and unamortized compensation, if any, on share-based awards, are assumed to be used by the Company to purchase the shares of common stock at the average market price during the period. The dilutive effect of stock options and restricted stock is applicable only in periods of net income. Performance share units and market-based stock option awards are excluded from the calculation of diluted earnings per share until their respective performance or market criteria has been achieved.

The components of basic and diluted earnings per share of common stock, in aggregate, for the thirteen and twenty-six weeks ended September 28, 2019 and September 29, 2018 are as follows:

Thirteen Weeks Ended

Twenty-Six Weeks Ended

September 28,

September 29,

September 28,

September 29,

(in thousands, except per share data)

    

2019

    

2018

    

2019

    

2018

Net income

$

7,680

$

4,534

$

17,401

$

11,295

Weighted average basic shares outstanding

 

28,502

 

28,119

 

28,441

 

27,861

Dilutive effect of options and restricted stock

 

659

 

756

 

650

 

860

Weighted average diluted shares outstanding

 

29,161

 

28,875

 

29,091

 

28,721

Basic earnings per share

$

0.27

$

0.16

$

0.61

$

0.41

Diluted earnings per share

$

0.26

$

0.16

$

0.60

$

0.39

Options to purchase 381,866 shares and 408,930 shares of common stock were outstanding during the thirteen weeks ended September 28, 2019 and September 29, 2018, respectively, but were not included in the computation of weighted average diluted shares of common stock outstanding as the effect of doing so would have been anti-dilutive.

Options to purchase 382,426 shares and 465,200 shares of common stock were outstanding during the twenty-six weeks ended September 28, 2019 and September 29, 2018, respectively, but were not included in the computation of weighted average diluted shares of common stock outstanding as the effect of doing so would have been anti-dilutive.

v3.19.3
Summary of Significant Accounting Policies (Policies)
6 Months Ended
Sep. 28, 2019
Summary of Significant Accounting Policies  
Basis of Presentation

Basis of Presentation

The Company’s condensed consolidated financial statements as of and for the thirteen and twenty-six weeks ended September 28, 2019 and September 29, 2018 are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), and include the accounts of the Company and each of its subsidiaries, consisting of Boot Barn, Inc., RCC Western Stores, Inc., Baskins Acquisition Holdings, LLC, Sheplers, Inc. and Sheplers Holding Corporation (collectively with Sheplers, Inc., “Sheplers”) and Boot Barn International (Hong Kong) Limited. All intercompany accounts and transactions among the Company and its subsidiaries have been eliminated in consolidation. The vast majority of the Company’s identifiable assets are in the United States. Certain information and footnote disclosures normally included in the Company’s annual consolidated financial statements have been condensed or omitted.

In the opinion of management, the interim condensed consolidated financial statements reflect all adjustments that are of a normal and recurring nature necessary to fairly present the Company’s financial position and results of operations and cash flows in all material respects as of the dates and for the periods presented. The results of operations presented in the interim condensed consolidated financial statements are not necessarily indicative of the results that may be expected for the fiscal year ending March 28, 2020.

Fiscal Year

Fiscal Periods

The Company reports its results of operations and cash flows on a 52- or 53-week basis ending on the last Saturday of March unless April 1st is a Saturday, in which case the fiscal year ends on April 1st. In a 52-week year, each quarter includes thirteen weeks of operations; in a 53-week fiscal year, the first, second and third quarters each include thirteen weeks of operations and the fourth quarter includes fourteen weeks of operations. Both the fiscal year ending on March 28, 2020 (“fiscal 2020”) and the fiscal year ended on March 30, 2019 (“fiscal 2019”) consist of 52 weeks.

Comprehensive Income

Comprehensive Income

The Company does not have any components of other comprehensive income recorded within its consolidated financial statements and, therefore, does not separately present a statement of comprehensive income in its consolidated financial statements.

Segment Reporting

Segment Reporting

GAAP has established guidance for reporting information about a company’s operating segments, including disclosures related to a company’s products and services, geographic areas and major customers. The Company’s retail stores and e-commerce websites represent two operating segments. Given the similar qualitative and economic characteristics of the two operating segments, the Company’s retail stores and e-commerce websites are aggregated into one reporting segment in accordance with guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 280, Segment Reporting (“ASC 280”). The Company’s operations represent two reporting units, retail stores and e-commerce, for the purpose of its goodwill impairment analysis.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Among the significant estimates affecting the Company’s consolidated financial statements are those relating to revenue recognition, inventories, goodwill, intangible and long-lived assets, stock-based compensation and income taxes. Management regularly evaluates its estimates and assumptions based upon historical experience and various other factors that management believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. To the extent actual results differ from those estimates, the Company’s future results of operations may be affected.

Inventories

Inventories

Inventory consists primarily of purchased merchandise and is valued at the lower of cost or net realizable value. Cost is determined on a first-in, first-out basis and includes the cost of merchandise and import related costs, including freight, duty and agent commissions. The Company assesses the recoverability of inventory through a periodic review of historical usage and present demand. When the inventory on hand exceeds the foreseeable demand, the value of inventory that, at the time of the review, is not expected to be sold at or above cost is written down to its estimated net realizable value.

Fair Value of Certain Financial Assets and Liabilities

Fair Value of Certain Financial Assets and Liabilities

The Company follows FASB ASC Topic 820, Fair Value Measurements and Disclosures (“ASC 820”), which requires disclosure of the estimated fair value of certain assets and liabilities defined by the guidance as financial instruments. The Company’s financial instruments consist principally of cash and cash equivalents, accounts receivable, accounts payable and debt. ASC 820 defines the fair value of financial instruments as the price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 establishes a three-level hierarchy for disclosure that is based on the extent and level of judgment used to estimate the fair value of assets and liabilities.

Level 1 uses unadjusted quoted prices that are available in active markets for identical assets or liabilities.

Level 2 uses inputs other than quoted prices included in Level 1 that are either directly or indirectly observable through correlation with market data. These include quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; and inputs to
valuation models or other pricing methodologies that do not require significant judgment because the inputs used in the model, such as interest rates and volatility, can be corroborated by readily observable market data.

Level 3 uses one or more significant inputs that are unobservable and supported by little or no market activity, and reflect the use of significant management judgment. Level 3 assets and liabilities include those whose fair value measurements are determined using pricing models, discounted cash flow methodologies or similar valuation techniques and significant management judgment or estimation. The Company’s Level 3 assets include certain acquired businesses and the evaluation of store impairment.

Cash and cash equivalents, accounts receivable and accounts payable are classified according to the lowest level input that is significant to the fair value measurement. As a result, the asset or liability could be classified as Level 2 or Level 3 even though there may be certain significant inputs that are readily observable. The Company believes that the recorded value of its financial instruments approximates their current fair values because of their nature and respective relatively short maturity dates or duration.

Although market quotes for the fair value of the outstanding debt arrangements discussed in Note 5, “Revolving Credit Facilities and Long-Term Debt” are not readily available, the Company believes its carrying value approximates fair value due to the variable interest rates, which are Level 2 inputs. There were no financial assets or liabilities requiring fair value measurements on a recurring basis as of September 28, 2019.

Revenue Recognition

Revenue Recognition

Revenue is recorded for store sales upon the purchase of merchandise by customers. Transfer of control takes place at the point at which the customer receives and pays for the merchandise at the register. E-commerce sales are recorded when control transfers to the customer, which generally occurs upon delivery of the product. Shipping and handling revenues are included in total net sales. Shipping costs incurred by the Company are included in cost of goods sold.

The Company maintains a customer loyalty program. Under the program, customers accumulate points based on purchase activity. For customers to maintain their active point balance, they must make a qualifying purchase of

merchandise at least once in a 365-day period. Once a loyalty program member achieves a certain point level, the member earns awards that may be redeemed for credits on merchandise purchases. To redeem awards, the member must make a qualifying purchase of merchandise within 60 days of the date the award was granted. Unredeemed awards and accumulated partial points are accrued as unearned revenue until redemption or expiration and, upon redemption and expiration, as an adjustment to net sales using the relative standalone selling price method. The unearned revenue for this program is recorded in accrued expenses and other current liabilities on the consolidated balance sheets and was $2.0 million as of September 28, 2019 and $1.7 million as of September 29, 2018. The following table provides a reconciliation of the activity related to the Company’s customer loyalty program:

Customer Loyalty Program

    

(in thousands)

    

September 28, 2019

September 29, 2018

Beginning balance as of March 30, 2019 and March 31, 2018, respectively

    

$

1,936

$

1,705

Year-to-date provisions

2,748

2,123

Year-to-date award redemptions

(2,673)

(2,117)

Ending balance

$

2,011

$

1,711

Revenue is recorded net of estimated and actual sales returns and deductions for coupon redemptions, estimated future award redemption and other promotions. The sales returns reserve reflects an estimate of sales returns based on projected merchandise returns determined through the use of historical average return percentages. The total reserve for returns is recorded in accrued expenses and other current liabilities in the consolidated balance sheets. The Company accounts for the asset and liability separately on a gross basis.

Proceeds from the sale of gift cards are deferred until the customers use the cards to acquire merchandise. Gift cards, gift certificates and store credits do not have expiration dates, and unredeemed gift cards, gift certificates and store credits are subject to state escheatment laws. Amounts remaining after escheatment are recognized in net sales in the period escheatment occurs and the liability is considered to be extinguished. The Company defers recognition of a layaway sale and its related profit to the accounting period when the customer receives the layaway merchandise. Income from the redemption of gift cards, gift card breakage, and the sale of layaway merchandise is included in net sales. The following table provides a reconciliation of the activity related to the Company’s gift card program:

Gift Card Program

    

(in thousands)

    

September 28, 2019

September 29, 2018

Beginning balance as of March 30, 2019 and March 31, 2018, respectively

    

$

8,796

$

7,857

Year-to-date issued

4,654

4,057

Year-to-date redemptions

(4,979)

(3,851)

Ending balance

$

8,471

$

8,063

Disaggregated Revenue

The Company disaggregates net sales into the following major merchandise categories:

    

Thirteen Weeks Ended

Twenty-Six Weeks Ended

% of Net Sales

    

September 28, 2019

September 29, 2018

September 28, 2019

September 29, 2018

Footwear

    

52%

53%

52%

53%

Apparel

33%

33%

33%

33%

Hats, accessories and other

15%

14%

15%

14%

Total

100%

100%

100%

100%

The Company further disaggregates net sales between stores and e-commerce:

    

Thirteen Weeks Ended

Twenty-Six Weeks Ended

% of Net Sales

    

September 28, 2019

September 29, 2018

September 28, 2019

September 29, 2018

Stores

    

85%

84%

85%

84%

E-commerce

15%

16%

15%

16%

Total

100%

100%

100%

100%

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In January 2017, the FASB issued ASU No. 2017-04, Intangibles — Goodwill and Other: Simplifying the Test for Goodwill Impairment, which simplifies the accounting for goodwill impairment by eliminating step two from the goodwill impairment test. Under this new guidance, if the carrying amount of a reporting unit exceeds its estimated fair value, an impairment charge shall be recognized in an amount equal to that excess, limited to the total amount of goodwill allocated to that reporting unit. The amendments in this ASU are effective prospectively for fiscal years and interim periods within those years beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company plans to adopt the standard in the first quarter of fiscal 2021 and does not expect the revised standard to have a material impact on the consolidated financial statements.

v3.19.3
Summary of Significant Accounting Policies (Tables)
6 Months Ended
Sep. 28, 2019
Schedule of disaggregated revenue

The Company disaggregates net sales into the following major merchandise categories:

    

Thirteen Weeks Ended

Twenty-Six Weeks Ended

% of Net Sales

    

September 28, 2019

September 29, 2018

September 28, 2019

September 29, 2018

Footwear

    

52%

53%

52%

53%

Apparel

33%

33%

33%

33%

Hats, accessories and other

15%

14%

15%

14%

Total

100%

100%

100%

100%

The Company further disaggregates net sales between stores and e-commerce:

    

Thirteen Weeks Ended

Twenty-Six Weeks Ended

% of Net Sales

    

September 28, 2019

September 29, 2018

September 28, 2019

September 29, 2018

Stores

    

85%

84%

85%

84%

E-commerce

15%

16%

15%

16%

Total

100%

100%

100%

100%

Customer Loyalty Program  
Schedule of reconciliation of the activity related to contracts with customers

Customer Loyalty Program

    

(in thousands)

    

September 28, 2019

September 29, 2018

Beginning balance as of March 30, 2019 and March 31, 2018, respectively

    

$

1,936

$

1,705

Year-to-date provisions

2,748

2,123

Year-to-date award redemptions

(2,673)

(2,117)

Ending balance

$

2,011

$

1,711

Gift Card Program  
Schedule of reconciliation of the activity related to contracts with customers

Gift Card Program

    

(in thousands)

    

September 28, 2019

September 29, 2018

Beginning balance as of March 30, 2019 and March 31, 2018, respectively

    

$

8,796

$

7,857

Year-to-date issued

4,654

4,057

Year-to-date redemptions

(4,979)

(3,851)

Ending balance

$

8,471

$

8,063

v3.19.3
Asset Acquisition and Business Combination (Tables)
6 Months Ended
Sep. 28, 2019
G.&L. Clothing, Inc  
Asset Acquisition and Business Combination  
Schedule of estimated fair values of the assets acquired and liabilities assumed