BOOT BARN HOLDINGS, INC., 10-K filed on 5/24/2019
Annual Report
v3.19.1
Document and Entity Information - USD ($)
$ in Millions
12 Months Ended
Mar. 30, 2019
May 22, 2019
Sep. 29, 2018
Document and Entity Information      
Entity Registrant Name Boot Barn Holdings, Inc.    
Entity Central Index Key 0001610250    
Document Type 10-K    
Document Period End Date Mar. 30, 2019    
Amendment Flag false    
Current Fiscal Year End Date --03-30    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Filer Category Large Accelerated Filer    
Entity Public Float     $ 802.8
Entity Common Stock, Shares Outstanding   28,356,159  
Document Fiscal Year Focus 2019    
Document Fiscal Period Focus FY    
v3.19.1
CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Mar. 30, 2019
Mar. 31, 2018
Current assets:    
Cash and cash equivalents $ 16,614 $ 9,016
Accounts receivable, net 8,095 4,389
Inventories 240,734 211,472
Prepaid expenses and other current assets 11,900 16,250
Total current assets 277,343 241,127
Property and equipment, net 98,663 89,208
Goodwill 195,858 193,095
Intangible assets, net 62,845 63,383
Other assets 1,366 1,128
Total assets 636,075 587,941
Current liabilities:    
Line of credit   21,006
Accounts payable 104,955 89,958
Accrued expenses and other current liabilities 46,988 40,034
Total current liabilities 151,943 150,998
Deferred taxes 17,202 13,030
Long-term portion of notes payable, net 174,264 183,200
Capital lease obligations 6,746 7,303
Other liabilities 21,756 18,804
Total liabilities 371,911 373,335
Commitments and contingencies (Note 10)
Stockholders' equity:    
Common stock, $0.0001 par value; March 30, 2019 - 100,000 shares authorized, 28,399 shares issued; March 31, 2018 - 100,000 shares authorized, 27,331 shares issued 3 3
Preferred stock, $0.0001 par value; 10,000 shares authorized, no shares issued or outstanding
Additional paid-in capital 159,137 148,127
Retained earnings 105,692 66,670
Less: Common stock held in treasury, at cost, 51 and 31 shares at March 30, 2019 and March 31, 2018, respectively (668) (194)
Total stockholders' equity 264,164 214,606
Total liabilities and stockholders' equity $ 636,075 $ 587,941
v3.19.1
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Mar. 30, 2019
Mar. 31, 2018
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) 28,399,000 27,331,000
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) 51,000 31,000
v3.19.1
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
shares in Thousands, $ in Thousands
12 Months Ended
Mar. 30, 2019
Mar. 31, 2018
Apr. 01, 2017
CONSOLIDATED STATEMENTS OF OPERATIONS      
Net sales $ 776,854 $ 677,949 $ 629,816
Cost of goods sold 525,420 470,034 439,930
Gross profit 251,434 207,915 189,886
Selling, general and administrative expenses 187,112 161,660 152,068
Income from operations 64,322 46,255 37,818
Interest expense, net 16,331 15,076 14,699
Other income, net 5    
Income before income taxes 47,996 31,179 23,119
Income tax expense 8,974 2,300 8,922
Net income $ 39,022 $ 28,879 $ 14,197
Earnings per share:      
Basic shares (in dollars per share) $ 1.39 $ 1.08 $ 0.54
Diluted shares (in dollars per share) $ 1.35 $ 1.05 $ 0.53
Weighted average shares outstanding:      
Basic shares 28,092 26,744 26,459
Diluted shares 28,813 27,528 26,939
v3.19.1
CONSOLIDATED STATEMENTS OF STOCKHOLDERS EQUITY - USD ($)
$ in Thousands
Common Stock
Additional Paid-In Capital
Retained Earnings
Treasury Shares
Total
Balance at Mar. 26, 2016 $ 3 $ 137,893 $ 23,594   $ 161,490
Balance (in shares) at Mar. 26, 2016 26,354,000     (4,000)  
Increase (Decrease) in Stockholders' Equity          
Net income     14,197   14,197
Issuance of common stock related to stock-based compensation   1,275     1,275
Issuance of common stock related to stock-based compensation (in shares) 221,000     (3,000)  
Tax withholding for net share settlement       $ (69) (69)
Tax withholding for net share settlement (in shares)       (7,000)  
Excess tax deficiency related to stock-based compensation   (7)     (7)
Stock-based compensation expense   3,023     3,023
Balance at Apr. 01, 2017 $ 3 142,184 37,791 $ (69) 179,909
Balance (in shares) at Apr. 01, 2017 26,575,000     (14,000)  
Increase (Decrease) in Stockholders' Equity          
Net income     28,879   28,879
Issuance of common stock related to stock-based compensation   3,695     3,695
Issuance of common stock related to stock-based compensation (in shares) 756,000     (4,000)  
Tax withholding for net share settlement       $ (125) (125)
Tax withholding for net share settlement (in shares)       (13,000)  
Stock-based compensation expense   2,248     2,248
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) 27,299,688
Increase (Decrease) in Stockholders' Equity          
Net income     39,022   $ 39,022
Issuance of common stock related to stock-based compensation   8,137     8,137
Issuance of common stock related to stock-based compensation (in shares) 1,068,000        
Tax withholding for net share settlement       $ (474) (474)
Tax withholding for net share settlement (in shares)       (20,000)  
Stock-based compensation expense   2,873     2,873
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) 28,348,484
v3.19.1
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
12 Months Ended
Mar. 30, 2019
Mar. 31, 2018
Apr. 01, 2017
Cash flows from operating activities      
Net income $ 39,022 $ 28,879 $ 14,197
Adjustments to reconcile net income to net cash provided by operating activities:      
Depreciation 18,256 16,000 14,555
Stock-based compensation 2,873 2,248 3,023
Amortization of intangible assets 646 1,128 2,155
Amortization of debt issuance fees and debt discount 1,235 1,199 1,145
Loss on disposal of property and equipment 23 252 367
Damaged asset write-off 312 2,357  
Store impairment charge 455 83 1,164
Accretion of above market leases (28) (2) (36)
Deferred taxes 4,172 1,860 6,175
Changes in operating assets and liabilities, net of acquisition:      
Accounts receivable, net (3,706) (35) (223)
Inventories (27,702) (24,598) (12,761)
Prepaid expenses and other current assets 4,179 (3,281) (3,805)
Other assets (254) (167) 5
Accounts payable 14,191 13,062 10,501
Accrued expenses and other current liabilities 6,882 3,977 (483)
Other liabilities 2,704 1,238 5,172
Net cash provided by operating activities 63,260 44,200 41,151
Cash flows from investing activities      
Purchases of property and equipment (27,525) (24,418) (22,293)
Insurance recoveries for property and equipment 184 865  
Acquisition of business or assets, net of cash acquired (4,424)   (1,305)
Net cash used in investing activities (31,765) (23,553) (23,598)
Cash flows from financing activities      
Payments on line of credit - net (21,006) (12,268) (15,541)
Repayments on debt and capital lease obligations (10,554) (10,448) (2,378)
Debt issuance fees paid   (520)  
Tax withholding payments for net share settlement (474) (125) (69)
Proceeds from the exercise of stock options 8,137 3,695 1,275
Net cash used in financing activities (23,897) (19,666) (16,713)
Net increase in cash and cash equivalents 7,598 981 840
Cash and cash equivalents, beginning of period 9,016 8,035 7,195
Cash and cash equivalents, end of period 16,614 9,016 8,035
Supplemental disclosures of cash flow information:      
Cash paid for income taxes 649 614 4,192
Cash paid for interest 14,947 13,743 13,646
Supplemental disclosure of non-cash activities:      
Unpaid purchases of property and equipment 1,877 $ 1,315 $ 2,421
Equipment acquired through capital lease $ 171    
v3.19.1
Business Operations
12 Months Ended
Mar. 30, 2019
Business Operations  
Business Operations

Boot Barn Holdings, Inc. and Subsidiaries

 

Notes to Consolidated Financial Statements

1. Business Operations

Boot Barn Holdings, Inc. (the “Company”) 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 28,348,484 and 27,299,688 outstanding shares of common stock as of March 30, 2019 and March 31, 2018, respectively. The shares of common stock have voting rights of one vote per share.

The Company operates specialty retail stores 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 240 stores in 33 states as of March 30, 2019, 226 stores in 31 states as of March 31, 2018 and 219 stores in 31 states as of April 1, 2017. As of the fiscal year ending March 30, 2019, all stores operate under the Boot Barn name, with the exception of two stores which operate under the “American Worker” name.

v3.19.1
Summary of Significant Accounting Policies
12 Months Ended
Mar. 30, 2019
Summary of Significant Accounting Policies  
Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

The Company’s consolidated financial statements, prepared in accordance with accounting principles generally accepted in the United States (“GAAP”), include the accounts of the Company and each of its subsidiaries, including WW Holding Corporation, Boot Barn Holding Corporation, Boot Barn, Inc., RCC Western Stores, Inc. (“RCC”), Baskins Acquisition Holdings, LLC (“Baskins”), Sheplers, Inc. and Sheplers Holding Corporation (collectively with Sheplers, Inc. “Sheplers”) and Boot Barn International (Hong Kong) Limited (“Hong Kong”). 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.

Fiscal Year

The Company reports its results of operations and cash flows on a 52‑ or 53‑week basis, and its fiscal year ends on the last Saturday of March unless April 1st is a Saturday, in which case the fiscal year ends on April 1st. The year ended March 30, 2019 (“fiscal 2019”) consisted of 52 weeks. The years ended March 31, 2018 (“fiscal 2018”) and April 1, 2017 (“fiscal 2017”) consisted of 52 and 53 weeks, respectively.

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 monitors and reviews its segment reporting structure in accordance with authoritative guidance to determine whether any changes have occurred that would impact its reportable segments. During fiscal 2019, as a result of the evolution of the Company’s operations and the information reviewed by the CODM, the Company determined it no longer operates in a single operating segment. The Company concluded its 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 were 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”). As a result of this change in the Company’s segment reporting, the Company’s operations now 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.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Cash equivalents also include receivables from credit card sales. The carrying amounts of cash and cash equivalents represent their fair values.

Accounts Receivable

The Company’s accounts receivable consists of amounts due from commercial customers for merchandise sold, as well as receivables from suppliers under co‑operative arrangements. The Company’s allowance for doubtful accounts was less than $0.1 million for both the fiscal years ending March 30, 2019 and March 31, 2018.

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 is written down to its estimated net realizable value.

Debt Issuance Costs and Debt Discounts

Debt issuance costs are capitalized and amortized to interest expense over the terms of the applicable loan agreements using the effective interest method. Those costs related to the issuance of debt are presented as a reduction to the principal amount of the debt. Debt issuance costs incurred with the issuance of revolving credit lines are included in prepaid expenses and other current assets.

 

Debt discounts arise when transaction fees are paid to the lending institution. Debt discounts are recorded as a reduction to the principal amount of the debt. Amortization of debt discounts is recorded as an increase to the net principal amount of the debt and as a charge to interest expense over the term of the applicable loan agreement using the effective interest method.

Property and Equipment, net

Property and equipment consists of leasehold improvements, machinery and equipment, furniture and fixtures, software and vehicles. Property and equipment is subject to depreciation and is recorded at cost less accumulated depreciation. Expenditures for major remodels and improvements are capitalized while minor replacements, maintenance and repairs that do not improve or extend the life of such assets are charged to expense. Gains or losses on disposal of fixed assets, when applicable, are reflected in operations. Depreciation is computed using the straight‑line method over the estimated useful lives, ranging from five to ten years. Machinery and equipment is depreciated over five years. Furniture and fixtures are depreciated over seven years. Software and vehicles are depreciated over five years. Leasehold improvements are depreciated over the shorter of the terms of the leases or ten years.

Goodwill and Indefinite‑Lived Intangible Assets

Goodwill is recorded as the difference between the aggregate consideration paid for an acquisition and the fair value of the acquired net tangible and intangible assets. Goodwill is tested for impairment at least annually as of the first day of the fourth fiscal quarter or more frequently if indicators of impairment exist, in accordance with the provisions of Accounting Standards Codification (“ASC”) Topic 350, Goodwill and Other. This guidance provides the option to first assess qualitative factors such as macroeconomic conditions, industry and market considerations, cost factors, overall financial performance and other relevant entity-specific events to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value (a “Step 0” analysis).

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 monitors and reviews its segment reporting structure in accordance with authoritative guidance to determine whether any changes have occurred that would impact its reportable segments. During fiscal 2019, as a result of the evolution of the Company’s operations and the information reviewed by the Company’s Chief Executive Officer, who is the Company’s chief operating decision maker (“CODM”), the Company determined it no longer operates in a single operating segment. The Company concluded its 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 were 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”). As a result of this change in the Company’s segment reporting, the Company’s operations now represent two reporting units, retail stores and e-commerce, for the purpose of its goodwill impairment analysis.

If, based on a review of qualitative factors it is more likely than not that the fair value of a reporting unit is less than its carrying value, the Company performs “Step 1” of the traditional two-step goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. If the Company proceeds to conduct a two‑step goodwill impairment test, the first step of the impairment test involves comparing the fair value of the reporting unit with its carrying value. Management evaluates the fair value of the reporting unit using a market‑based analysis to review market capitalization as well as reviewing a discounted cash flow analysis using management’s assumptions. The Company determines the fair value of its reporting unit using the income approach and market approach to valuation, as well as other generally accepted valuation methodologies. If the carrying amount of the reporting unit exceeds the reporting unit’s fair value, the Company performs the second step of the goodwill impairment test, which involves comparing the implied fair value of the reporting unit’s goodwill to the carrying value of that goodwill. The amount by which the carrying value of the goodwill exceeds its implied fair value, if any, will be recognized as an impairment loss. The Company concluded that there was no impairment of goodwill during fiscal 2019, 2018, or 2017.

Intangible assets with indefinite lives, which include the Boot Barn, Sheplers and Country Outfitter trademarks, are not amortized but instead are measured for impairment at least annually, or when events indicate that impairment may exist. The Company calculates impairment as the excess of the carrying value of indefinite‑lived intangible assets over their estimated fair value. If the carrying value exceeds the estimate of fair value, an impairment charge is recorded. The Company concluded there was no impairment of intangible assets with indefinite lives during fiscal 2019, 2018 or 2017.

Definite‑Lived Intangible Assets

Definite‑lived intangible assets consist of certain trademarks, customer lists, non‑compete agreements, and below‑market leases. Definite‑lived intangible assets are amortized utilizing the straight‑line method over the assets’ estimated useful lives, with the exception of customer lists, which are amortized based on the estimated attrition rate. The period of amortization for customer lists and definite-lived trademarks is three years and below‑market leases is four to 19 years.

Long‑Lived Assets

Long‑lived assets consist of property and equipment and definite‑lived intangible assets. The Company assesses potential impairment of its long‑lived assets whenever events or changes in circumstances indicate that an asset or asset group’s carrying value may not be recoverable. Factors that are considered important that could trigger an impairment review include a current period operating or cash flow loss combined with a history of operating or cash flow losses and a projection or forecast that demonstrates continuing losses or insufficient income associated with the use of a long‑lived asset or asset group. Other factors include a significant change in the manner of the use of the asset or a significant negative industry or economic trend. This evaluation is performed based on estimated undiscounted future cash flows from operating activities compared with the carrying value of the related assets. If the undiscounted future cash flows are less than the carrying value, an impairment loss is recognized, measured by the difference between the carrying value, and the estimated fair value of the assets, with such estimated fair values determined using the best information available and in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 820, Fair Value Measurements. During fiscal 2019, the Company recorded an asset impairment charge of $0.5 million related to three of its stores. During fiscal 2018, the Company recorded an asset impairment charge of less than $0.1 million related to two of its stores. During fiscal 2017, the Company recorded an asset impairment charge of $1.2 million related to three of its stores. The fair values of these locations were calculated based on the projected discounted cash flows at a similar rate that would be used by market participants in valuing these assets or prices of similar assets.

Stock‑Based Compensation

Stock‑based compensation is accounted for under FASB ASC Topic 718, Compensation—Stock Compensation (“ASC 718”). The Company accounts for all stock‑based compensation transactions using a fair‑value method and recognizes the fair value of each award as an expense over the service period. The Company estimates the fair value of stock options granted using the Black‑Scholes option‑pricing model. The use of the Black‑Scholes model requires a number of estimates, including the expected option term, the expected volatility in the price of the Company’s common stock, the risk‑free rate of interest and the dividend yield on the Company’s common stock. Judgment is required in estimating the number of share‑based awards that the Company expects will ultimately vest upon the fulfillment of service conditions (such as time‑based vesting). The fair value of the Company’s restricted stock awards and restricted stock units is the closing price of the Company’s common stock on the grant date. The consolidated financial statements include amounts that are based on the Company’s best estimates and judgments. The Company classifies compensation expense related to these awards in the consolidated statements of operations based on the department to which the recipient reports.

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 as cost of goods sold. Sales taxes that are collected in connection with revenue transactions are withheld and remitted to the respective taxing authorities. As such, these taxes are excluded from revenue.

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 was $1.8 million, $1.6 million, and $1.5 million as of fiscal 2019, 2018 and 2017, respectively and is recorded in accrued expenses and other current liabilities in the accompanying consolidated balance sheets. The Company accounts for the asset and liability separately on a gross basis. The following table provides a reconciliation of the activity related to the Company’s sales returns reserve:

 

 

 

 

 

 

 

 

 

 

 

Sales Returns Reserve

 

Fiscal Year Ended

 

 

 

March 30,

 

March 31,

 

April 1,

 

(In thousands)

    

2019

    

2018

    

2017

 

Beginning balance

 

$

1,587

 

$

1,544

 

$

1,319

 

Provisions

 

 

39,026

 

 

35,189

 

 

30,624

 

Sales returns

 

 

(38,852)

 

 

(35,146)

 

 

(30,399)

 

Ending balance

 

$

1,761

 

$

1,587

 

$

1,544

 

 

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 and as an adjustment to net sales. The unearned revenue for this program is recorded in accrued expenses and other current liabilities on the consolidated balance sheets and was $1.9 million, $1.7 million and $2.1 million as of March 30, 2019, March 31, 2018, and April 1, 2017, respectively. The following table provides a reconciliation of the activity related to the Company’s customer loyalty program:

 

 

 

 

 

 

 

 

 

 

 

Customer Loyalty Program

    

Fiscal Year Ended

 

 

 

March 30,

 

March 31,

 

April 1,

 

(In thousands)

    

2019

    

2018

    

2017

 

Beginning balance

 

$

1,705

 

$

2,060

 

$

1,975

 

Current year provisions

 

 

5,433

 

 

4,877

 

 

6,782

 

Current year award redemptions

 

 

(5,202)

 

 

(5,232)

 

 

(6,697)

 

Ending balance

 

$

1,936

 

$

1,705

 

$

2,060

 

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

    

Fiscal Year Ended

 

 

March 30,

 

March 31,

 

April 1,

(In thousands)

    

2019

    

2018

    

2017

Beginning balance

 

$

7,857

 

$

7,108

 

$

5,939

Current year issuances

 

 

14,112

 

 

11,007

 

 

9,882

Current year redemptions

 

 

(12,341)

 

 

(9,871)

 

 

(8,530)

Current year breakage

 

 

(832)

 

 

(387)

 

 

(183)

Ending balance

 

$

8,796

 

$

7,857

 

$

7,108

 

Disaggregated Revenue 

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

 

 

 

 

 

 

 

 

 

    

 

Fiscal Year Ended

% of Net Sales

    

 

March 30, 2019

 

March 31, 2018

 

April 1, 2017

Footwear

    

 

52%

 

53%

 

52%

Apparel

 

 

34%

 

32%

 

32%

Hats, accessories and other

 

 

14%

 

15%

 

16%

Total

 

 

100%

 

100%

 

100%

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

 

 

 

 

 

 

 

 

 

    

 

Fiscal Year Ended

% of Net Sales

    

 

March 30, 2019

 

March 31, 2018

 

April 1, 2017

Stores

    

 

83%

 

83%

 

82%

E-commerce

 

 

17%

 

17%

 

18%

Total

 

 

100%

 

100%

 

100%

 

Cost of Goods Sold

Cost of goods sold includes the cost of merchandise, obsolescence and shrink provisions, store and warehouse occupancy costs (including rent, depreciation and utilities), inbound and outbound freight, supplier allowances, occupancy‑related taxes, compensation costs for merchandise purchasing and warehouse personnel and other inventory acquisition‑related costs.

Store Opening Costs

Store opening costs consist of costs incurred prior to opening a new store and primarily consist of manager and other employee payroll, travel and training costs, marketing expenses, initial opening supplies and costs of transporting initial inventory and certain fixtures to store locations, as well as occupancy costs incurred from the time that we take possession of a store site to the opening of that store. Occupancy costs are included in cost of goods sold and the other store opening costs are included in selling, general and administrative (“SG&A”) expenses. All of these costs are expensed as incurred.

Advertising Costs

Certain advertising costs, including pay-per-click, direct mail, television and radio promotions, event sponsorship, in‑store photographs and other promotional advertising are expensed when the marketing campaign commences. The Company had prepaid advertising costs of $0.4 million and $0.8 million as of March 30, 2019 and March 31, 2018, respectively. All other advertising costs are expensed as incurred. The Company recognized $27.7 million, $25.5 million, and $24.7 million in advertising costs during fiscal 2019, 2018 and 2017, respectively.

Leases

The Company recognizes rent expense for operating leases on a straight‑line basis (including the effect of reduced or free rent and rent escalations) over the lease term. The difference between the cash paid to the landlord and the amount recognized as rent expense on a straight‑line basis is recognized as an adjustment to deferred rent in the consolidated balance sheets. Cash reimbursements received from landlords for leasehold improvements and other cash payments received from landlords as lease incentives are recorded as deferred rent and are amortized using the straight‑line method over the lease term as an offset to rent expense. Contingent rent, determined based on a percentage of sales in excess of specified levels, is recognized as rent expense when the achievement of the specified sales that triggers the contingent rent is probable.

Income Taxes

The Company accounts for income taxes in accordance with ASC Topic 740, Income Taxes (“ASC 740”), which requires the asset and liability approach for financial accounting and reporting of income taxes. Deferred tax assets and liabilities are attributable to differences between financial statement and income tax reporting. Deferred tax assets, net of any valuation allowances, represent the future tax return consequences of those differences and for operating loss and tax credit carryforwards, which will be deductible when the assets are recovered. Deferred tax assets are reduced by a valuation allowance if it is deemed more likely than not that some or all of the deferred tax assets will not be realized. In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.

The Company accounts for uncertain tax positions in accordance with ASC 740, which clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements. It prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. Such changes in recognition or measurement might result in the recognition of a tax benefit or an additional charge to the tax provision in the period.

The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the consolidated statements of operations. Accrued interest and penalties, if incurred, are included within accrued expenses and other current liabilities in the consolidated balance sheets. There were no accrued interest or penalties for the fiscal years ended March 30, 2019 or March 31, 2018.

Per Share Information

Basic earnings per share is computed by dividing net income by the weighted average number of outstanding shares of common stock. In computing diluted earnings per share, the weighted average number of common shares outstanding is adjusted to reflect the effect of potentially dilutive securities such as stock options. In accordance with ASC 718, the Company utilizes the treasury stock method to compute the dilutive effect of stock options, restricted stock awards and restricted stock units.

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. The Company’s Level 1 assets include investments in money market funds.

·

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 values of its financial instruments approximate 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 8 “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 material financial assets or liabilities requiring fair value measurements as of March 30, 2019 on a recurring basis.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to credit risk consist principally of cash and cash equivalents. At times, such amounts held at banks may be in excess of Federal Deposit Insurance Corporation insurance limits, and the Company mitigates such risk by utilizing multiple banks.

Supplier Concentration Risk

The Company purchases merchandise inventories from several hundred suppliers worldwide. Sales of products from the Company’s three largest suppliers totaled approximately 39% of net sales in fiscal 2019, approximately 40% of net sales in fiscal 2018, and approximately 38% of net sales in fiscal 2017.

Hurricane-Related Insurance Claims

During fiscal 2018, as a result of Hurricane Harvey, $3.2 million of inventory and property, plant and equipment at certain Houston-area stores were damaged and written off. These assets were insured at the time of the loss. The Company also incurred $0.3 million of repairs and maintenance expense during fiscal 2018 as a result of Hurricane Harvey. The Company received cash insurance proceeds of $5.1 million as of March 31, 2018, which includes $0.1 million of business interruption cash insurance proceeds. The charges and recoveries are recorded in selling, general and administrative expenses, resulting in a net gain of $1.6 million during fiscal 2018.

Recent Accounting Pronouncements

In May 2014, the FASB and the International Accounting Standards Board (“IASB”) jointly issued a new revenue recognition standard, ASU No. 2014-09, Revenue From Contracts with Customers, that supersedes nearly all existing revenue recognition guidance under GAAP. The revenue recognition standard allows for the recognition of revenue when a company transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. The standard permits the use of either a full retrospective or retrospective with cumulative effect transition method. On August 8, 2015, the FASB issued ASU No. 2015-14, which deferred the effective date of ASU No. 2014-09 by one year, and permitted early adoption as long as the adoption date was not before the original public entity effective date. The standard was effective for public entities for annual periods, and interim periods within that year, beginning after December 15, 2017. The Company adopted this standard effective April 1, 2018 on a modified retrospective basis. The Company’s revenues are generated from the sale of finished products to customers. Those sales contain a single delivery element and revenue for such sales is recognized when the customer obtains control. Adoption of the standard did not result in any change in the timing or amount of revenue recognized by the Company in fiscal 2019.

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 will also be 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 will be effective for the Company beginning March 31, 2019, the first day of its fiscal 2020 year.

The Company plans to elect transition-related practical expedients as accounting policies under ASU 2016-02, which allow entities 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 will elect the practical expedient option to not separate lease and non-lease components for all of its leases, and will also elect the short-term lease recognition exemption that will keep leases with an initial term of 12 months or less excluded from balance sheet capitalization. This will result in recognizing those lease payments in the consolidated statements of operations on a straight-line basis over the lease term. Based on the Company’s completed assessment of its existing lease portfolio, the Company estimates it will record right-of-use (ROU) assets of approximately $165.0 million and ROU liabilities of approximately $180.0 million upon adoption of this standard.

The Company does not expect the adoption of this standard to have a material impact on its consolidated statements of operations and consolidated statements of cash flows.

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.

v3.19.1
Asset Acquisition and Business Combination
12 Months Ended
Mar. 30, 2019
Asset Acquisition and Business Combination  
Asset Acquisition and Business Combination

3. Asset Acquisitions and Business Combinations

Asset Acquisitions

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.

Wood’s Boots 

On September 11, 2017, Boot Barn, Inc., a wholly owned subsidiary of the Company, completed the acquisition of assets from Wood’s Boots, a four-store family-owned retailer with stores in Midland and Odessa, Texas. As part of the transaction, Boot Barn, Inc. purchased the inventory, entered into new leases with the stores’ landlord, offered employment to the Wood’s Boots team at all four store locations and assumed certain customer credits. The cash consideration paid was $2.7 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. Based on the fair value analysis of the net assets acquired and liabilities assumed, the inventory was valued at $2.8 million, and the customer credits were valued at less than $0.1 million.

Country Outfitter

On February 16, 2017, Sheplers, Inc., a wholly owned subsidiary of Boot Barn Holdings, Inc., entered into an asset purchase agreement with Acumen Brands, Inc., who owned and historically operated as one of its unincorporated business divisions a multi-faceted e-commerce retail business under the “Country Outfitter” name. As a result of the asset purchase agreement, Sheplers, Inc. purchased the rights and interest in the www.countryoutfitter.com website and social media accounts along with a customer email list (collectively the “Country Outfitter Asset Acquisition”). The cash consideration paid for the Country Outfitter Asset Acquisition was $1.3 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 ASC 805, 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 discounted cash flows, quoted market prices and estimates made by management. The trade name was valued using the relief from royalty method, the customer list was valued using the cost approach, and the merchandise credits were valued using the cost build-up 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:

 

 

 

 

 

 

    

 

At February 16, 2017

 

 

    

(in thousands)

 

Assets acquired:

 

 

 

 

Intangible - trade name

 

$

1,300

 

Intangible - customer list

 

 

506

 

Total assets acquired

 

$

1,806

 

 

 

 

 

 

Liabilities assumed:

 

 

 

 

Other liability - merchandise credits

 

$

501

 

Total liabilities assumed

 

 

501

 

Net Assets acquired

 

$

1,305

 

 

The acquired trade name is an indefinite-lived intangible asset. The period of amortization for the acquired customer list is based on the estimated attrition rate of three years, consistent with the valuation of the Company’s other customer list intangible assets.

 

Business Combinations

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.

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, below and above-market leases and customer credits 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:

 

 

 

 

    

 

At June 30, 2018

 

    

(in thousands)

Assets acquired:

 

 

 

Inventory

 

$

1,872

Property & equipment, net

 

 

42

Below-market lease

 

 

92

Goodwill

 

 

2,763

Total assets acquired

 

$

4,769

 

 

 

 

Liabilities assumed:

 

 

 

Other liability - merchandise credits

 

$

69

Above-market lease

 

 

276

Total liabilities assumed

 

 

345

Net Assets acquired

 

$

4,424

 

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

 

 

 

 

 

 

Balance as of April 1, 2017

    

$

193,095

 

Activity during fiscal 2018

 

 

 —

 

Balance as of March 31, 2018

 

 

193,095

 

Goodwill as a result of the Lone Star Acquisition

 

 

2,763

 

Balance as of March 30, 2019

 

$

195,858

 

 

v3.19.1
Prepaid Expenses and Other Current Assets
12 Months Ended
Mar. 30, 2019
Prepaid Expenses and Other Current Assets  
Prepaid Expenses and Other Current Assets

4. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

    

March 30,

    

March 31,

 

 

    

2019

    

2018

 

Prepaid rent and property taxes

 

$

4,030

 

$

3,778

 

Prepaid advertising

 

 

413

 

 

849

 

Prepaid insurance

 

 

879

 

 

1,024

 

Income tax receivable

 

 

1,534

 

 

5,834

 

Debt issuance costs

 

 

343

 

 

514

 

Other

 

 

4,701

 

 

4,251

 

Total prepaid expenses and other current assets

 

$

11,900

 

$

16,250

 

 

v3.19.1
Property and Equipment, Net
12 Months Ended
Mar. 30, 2019
Property and Equipment, Net  
Property and Equipment, Net

5. Property and Equipment, Net

Property and equipment, net, consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

    

March 30,

    

March 31,

 

 

    

2019

    

2018

 

Land

 

$

2,530

 

$

2,530

 

Buildings

 

 

7,998

 

 

7,998

 

Leasehold improvements

 

 

62,910

 

 

55,885

 

Machinery and equipment

 

 

31,825

 

 

26,411

 

Furniture and fixtures

 

 

59,917

 

 

47,103

 

Construction in progress

 

 

3,751

 

 

1,954

 

Vehicles

 

 

1,480

 

 

1,201

 

 

 

 

170,411

 

 

143,082

 

Less: Accumulated depreciation

 

 

(71,748)

 

 

(53,874)

 

Property and equipment, net

 

$

98,663

 

$

89,208

 

 

Depreciation expense was $18.3 million, $16.0 million, and $14.6 million for fiscal years 2019, 2018, and 2017, respectively. Amortization related to assets under capital leases is included in the above depreciation expense (see Note 11 “Leases”).

v3.19.1
Intangible Assets, Net
12 Months Ended
Mar. 30, 2019
Intangible Assets, Net  
Intangible Assets, Net

6. Intangible Assets, Net

Net intangible assets consisted of the following:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 30, 2019

 

 

 

Gross

    

 

 

    

 

 

    

Weighted

 

 

 

Carrying

 

Accumulated

 

 

 

 

Average

 

 

    

Amount

    

Amortization

    

Net

    

Useful Life

 

 

 

(in thousands, except for weighted average 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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

March 31, 2018

 

 

 

Gross

 

 

 

 

 

 

 

Weighted

 

 

 

Carrying

 

Accumulated

 

 

 

 

Average

 

 

    

Amount

    

Amortization

    

Net

    

Useful Life

 

 

 

(in thousands, except for weighted average useful life)

 

Customer lists

 

$

1,594

 

$

(1,287)

 

$

307

 

3.8

 

Below-market leases

 

 

4,918

 

 

(2,519)

 

 

2,399

 

11.6

 

Total definite lived

 

 

6,512

 

 

(3,806)

 

 

2,706

 

 

 

Trademarks—indefinite lived

 

 

60,677

 

 

 —

 

 

60,677

 

 

 

Total intangible assets

 

$

67,189

 

$

(3,806)

 

$

63,383

 

 

 

 

Amortization expense for intangible assets totaled $0.6 million, $1.1 million, and $2.2 million for fiscal 2019, 2018, and 2017, respectively, and is included in selling, general and administrative expenses.

As of March 30, 2019, estimated future amortization of intangible assets was as follows:

 

 

 

 

 

Fiscal year

    

(in thousands)

 

2020

 

$

500

 

2021

 

 

332

 

2022

 

 

234

 

2023

 

 

202

 

2024

 

 

168

 

Thereafter

 

 

732

 

Total

 

$

2,168

 

 

v3.19.1
Accrued Expenses and Other Current Liabilities
12 Months Ended
Mar. 30, 2019
Accrued Expenses and Other Current Liabilities  
Accrued Expenses and Other Current Liabilities

7. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):

 

 

 

 

 

 

 

 

 

    

March 30,

    

March 31,

 

 

    

2019

    

2018

 

Accrued compensation

 

$

14,014

 

$

10,773

 

Deferred revenue

 

 

10,211

 

 

9,528

 

Sales tax liability

 

 

6,497

 

 

5,479

 

Accrued interest

 

 

199

 

 

192

 

Sales reward redemption liability

 

 

1,936

 

 

1,705

 

Capital leases-short term

 

 

617

 

 

521

 

Other

 

 

13,514

 

 

11,836

 

Total accrued expenses

 

$

46,988

 

$

40,034

 

 

v3.19.1
Revolving Credit Facilities and Long-Term Debt
12 Months Ended
Mar. 30, 2019
Revolving Credit Facilities and Long-Term Debt  
Revolving Credit Facilities and Long-Term Debt

8. 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 the $150.0 million credit facility with Wells Fargo Bank, N.A. (“February 2015 Wells Fargo Credit Facility”) with the $125.0 million June 2015 Wells Fargo Revolver and the $200.0 million 2015 Golub Term Loan. 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 credit agreements were initially used to pay costs and expenses related to the Sheplers Acquisition and the closing of such credit agreements, and may be used for working capital and other general corporate purposes.

 

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 maturity of the 2015 Golub Term Loan, which is currently scheduled to mature on June 29, 2021. The amount outstanding under the June 2015 Wells Fargo Revolver as of March 30, 2019 and March 31, 2018 was zero and $21.0 million, respectively. Total interest expense incurred in the fiscal year ended March 30, 2019 on the June 2015 Wells Fargo Revolver was $1.8 million, and the weighted average interest rate for the fiscal year ended March 30, 2019 was 3.4%. Total interest expense incurred in the fiscal year ended March 31, 2018 on the June 2015 Wells Fargo Revolver was $1.9 million, and the weighted average interest rate for the fiscal year ended March 31, 2018 was 2.5%. Total interest expense incurred in the fiscal year ended April 1, 2017 on the June 2015 Wells Fargo Revolver was $1.5 million, and the weighted average interest rate for the fiscal year ended April 1, 2017 was 1.9%.

 

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 the maturity date of the term loan, June 29, 2021. Quarterly principal payments of $500,000 are due each quarter. Total interest expense incurred in the fiscal year ended March 30, 2019 on the 2015 Golub Term Loan was $12.5 million, and the weighted average interest rate for the fiscal year ended March 30, 2019 was 7.0%. Total interest expense incurred in the fiscal year ended March 31, 2018 on the 2015 Golub Term Loan was $11.2 million, and the weighted average interest rate for the fiscal year ended March 31, 2018 was 5.9%. Total interest expense incurred in the fiscal year ended April 1, 2017 on the 2015 Golub Term Loan was $11.2 million, and the weighted average interest rate for the fiscal year ended April 1, 2017 was 5.5%.

 

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 (as defined in the June 2015 Wells Fargo Revolver) 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 (as defined in the 2015 Golub Term Loan) requirements to 4.50:1.00 as of March 31, 2018, stepping down to 4.00:1.00 as of December 29, 2018 and for all subsequent periods. 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 March 30, 2019, the fair value of these embedded derivatives was estimated and was not significant.

As of March 30, 2019, we were in compliance with the June 2015 Wells Fargo Revolver and the 2015 Golub Term Loan covenants.

Debt Issuance Costs and Debt Discount

The Company paid $1.4 million of transaction fees in connection with the February 2015 Wells Fargo Credit Facility. These transaction fees were paid to both Wells Fargo and other advisors via a reduction in the proceeds from the February 2015 Wells Fargo Credit Facility and were accounted for as debt issuance costs and a debt discount at March 26, 2016.

 

Debt issuance costs totaling $1.0 million were incurred under the June 2015 Wells Fargo Revolver and 2017 Wells Amendment and are included as assets on the consolidated balance sheets in prepaid expenses and other current assets. Total unamortized debt issuance costs were $0.3 million and $0.5 million as of March 30, 2019 and March 31, 2018, 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 $6.0 million were incurred under the 2015 Golub Term Loan and 2017 Golub Amendment and are included as a reduction of the current and non-current note payable on the consolidated balance sheets. Total unamortized debt issuance costs and debt discount were $2.2 million and $3.3 million as of March 30, 2019 and March 31, 2018, 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:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

March 30,

      

March 31,

 

(in thousands)

 

2019

 

2018

 

Term Loan

 

$

176,500

$

186,500

 

Unamortized value of the debt issuance costs and debt discount

 

 

(2,236)

 

 

(3,300)

 

Net carrying value

 

$

174,264

 

$

183,200

 

 

 

Total amortization expense of $1.2 million related to the June 2015 Wells Fargo Revolver and 2015 Golub Term Loan is included as a component of interest expense in each of the fiscal years ended March 30, 2019 and March 31, 2018. 

 

Aggregate contractual maturities

Aggregate contractual maturities for the Company’s long-term debt as of March 30, 2019 are as follows:

 

 

 

 

 

 

 

 

 

 

Fiscal Year

 

 

(in thousands)

 

2020

 

$

 —

 

2021

 

 

 —

 

2022

 

 

176,500

 

2023

 

 

 —

 

2024

 

 

 —

 

Total

 

$

176,500

 

 

v3.19.1
Stock-Based Compensation
12 Months Ended
Mar. 30, 2019
Stock-Based Compensation  
Stock-Based Compensation

9. 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 March 30, 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”). 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, par value $0.0001 per share. As of March 30, 2019, all awards granted by the Company under the 2014 Plan to date have been nonqualified stock options, restricted stock awards or restricted stock units. Options granted under the 2014 Plan have a life of eight 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 vest over one or four years, as determined by the Compensation Committee of the Board of Directors. Restricted stock units vest over service periods of one,  four or five years, as determined by the Compensation Committee of the Board of Directors.

Stock Options

During fiscal 2019, the Company granted certain members of management options to purchase a total of 294,691 shares under the 2014 Plan. The total grant date fair value of stock options granted during fiscal 2019 was $2.7 million, with grant date fair values ranging from $8.63 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 prices of these awards range between $22.85 and $29.73 per share.

Stock option awards are 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 issues shares of common stock when options are exercised.

The fair values of stock options granted in fiscal 2019, 2018 and 2017 were estimated on the grant dates using the following assumptions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fiscal Year Ended

 

 

March 30,

 

March 31,

 

April 1,

 

 

2019

    

2018

    

2017

    

Expected option term(1)

 

 

 

5.3

years  

 

 

 

5.5

years  

 

 

 

5.5

years  

Expected volatility factor(2)

36.1

%

-

37.7

%  

34.0

%

-

35.5

%  

35.8

%

-

36.0

%  

Risk-free interest rate(3)

2.2

%

-

2.8

%  

1.8

%

-

2.7

%  

 

 

 

1.4

%  

Expected annual dividend yield

 

 

 

0

%

 

 

 

0

%

 

 

 

0

%

 


(1)

The Company has limited historical information regarding the 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 year 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 fiscal year ended March 30, 2019:

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

 

    

Weighted

    

 

 

 

 

 

 

 

Grant Date

 

Average

 

 

 

 

 

 

 

 

Weighted

 

Remaining

 

Aggregate

 

 

 

Stock

 

Average

 

Contractual

 

Intrinsic

 

 

    

Options

    

Exercise Price

    

Life (in Years)

    

Value

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

Outstanding at March 31, 2018

 

2,075,085

 

$

10.40

 

 

 

 

 

 

Granted

 

294,691

 

$

24.52

 

 

 

 

 

 

Exercised

 

(1,005,115)

 

$

8.10

 

 

 

$

16,735

 

Cancelled, forfeited or expired

 

(71,314)

 

$

10.53

 

 

 

 

 

 

Outstanding at March 30, 2019

 

1,293,347

 

$

15.40

 

5.5

 

$

18,171

 

Vested and expected to vest after March 30, 2019

 

1,293,347

 

$

15.40

 

5.5

 

$

18,171

 

Exercisable at March 30, 2019

 

375,497

 

$

17.09

 

4.0

 

$

4,649

 

A summary of the status of non-vested stock options as of March 30, 2019 and changes during fiscal 2019 is presented below:

 

 

 

 

 

 

 

 

    

 

    

Weighted-

 

 

 

 

 

Average

 

 

 

 

 

Grant Date

 

 

    

Shares

    

Fair Value

 

Nonvested at March 31, 2018

 

980,931

 

$

4.08

 

Granted

 

294,691

 

$

9.13

 

Vested

 

(290,455)

 

$

4.91

 

Nonvested shares forfeited

 

(67,317)

 

$

3.48

 

Nonvested at March 30, 2019

 

917,850

 

$

5.48

 

 

Restricted Stock

During fiscal 2019, the Company granted 86,996 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 fiscal 2019 totaled $2.2 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 fiscal 2018, the Company granted 126,800 restricted stock units to various directors and employees under the 2014 Plan. The shares granted to employees vest in five 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 fiscal 2018 totaled $1.1 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 fiscal 2017, the Company granted 136,732 restricted stock units to various employees under the 2014 Plan. The shares granted to employees vest in five 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 fiscal 2017 totaled $1.1 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. 

Stock-Based Compensation Expense

Stock‑based compensation expense was $2.9 million, $2.2 million, and $3.0 million for fiscal 2019, 2018 and 2017, respectively. Stock-based compensation expense of $0.4 million, $0.4 million, and $0.5 million was recorded in cost of goods sold in the consolidated statements of operations for fiscal 2019, 2018 and 2017, respectively. All other stock-based compensation expense is included in selling, general and administrative expenses in the consolidated statements of operations.

As of March 30, 2019, there was $3.8 million of total unrecognized stock-based compensation expense related to unvested stock options, with a weighted-average remaining recognition period of 2.90 years. As of March 30, 2019, there was $2.4 million of total unrecognized stock-based compensation expense related to restricted stock, with a weighted-average remaining recognition period of 2.95 years.

v3.19.1
Commitments and Contingencies
12 Months Ended
Mar. 30, 2019
Commitments and Contingencies  
Commitments and Contingencies

10. 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, if any.

On April 28, 2016, two employees, on behalf of themselves and all other similarly situated employees, filed a wage-and-hour class action, which includes claims for penalties under California’s Private Attorney General Act, in the Fresno County Superior Court, Case No. 16 CE CG 01330, alleging violations of California’s wage and hour, overtime, meal break and statement of wages rules and regulations, among other things.  On April 10, 2017, the Company reached a settlement with the employees for an amount that is not material to the consolidated financial statements. The amount of the settlement was previously accrued until payment was made to the employees in August 2018.

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 consolidated balance sheets as the impact is expected to be immaterial.

v3.19.1
Leases
12 Months Ended
Mar. 30, 2019
Leases  
Leases

11. Leases

Operating Leases

The following is a schedule by year of non‑cancelable future minimum rental payments under operating leases as of March 30, 2019 (in thousands):

 

 

 

 

 

 

    

 

 

 

 

    

Total

 

2020

 

$

37,877

 

2021

 

 

36,352

 

2022

 

 

31,732

 

2023

 

 

26,649

 

2024

 

 

20,536

 

Thereafter

 

 

44,061

 

Total

 

$

197,207

 

 

Minimum rent payments consist primarily of future minimum lease commitments related to store operating leases. Minimum lease payments do not include common area maintenance, insurance or tax payments. Rent expense related to operating leases was $45.7 million, $43.3 million, and $41.3 million for the fiscal years ended March 30, 2019, March 31, 2018 and April 1, 2017, respectively, and includes common area maintenance and contingent rent payments.

Capital Leases and Financing Transactions

As of March 30, 2019, the Company had non‑cancelable capital leases for property and equipment rentals with principal and interest payments due monthly. The liability under capital lease arrangements as of March 30, 2019 totals $0.7 million.

During fiscal 2016, the Company acquired leases related to two retail stores, two office buildings, one distribution center facility and land as part of the Sheplers Acquisition, which were recorded as a financing transaction. The leases expire in fiscal 2028 and include renewal options and certain default provisions requiring the Company to perform repairs and maintenance, make timely rent payments and insure the buildings and equipment. The liability under the financing transaction as of March 30, 2019 totals $6.7 million.

The total liability under capital lease and financing transactions as of March 30, 2019 is $7.4 million and is included as capital lease obligations in the consolidated balance sheet. The current portion of the capital lease arrangements is included in accrued expenses and other current liabilities on the consolidated balance sheets. The interest rates range from 6.1% to 19.3%. 

As of March 30, 2019, future minimum capital lease and financing transaction payments are as follows:

 

 

 

 

 

Fiscal Year

 

(in thousands)

 

2020

 

$

1,346

 

2021

 

 

1,351

 

2022

 

 

1,364

 

2023

 

 

1,311

 

2024

 

 

1,286

 

Thereafter

 

 

4,279