Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended |
Dec. 27, 2014 | |
Document and Entity Information | |
Entity Registrant Name | Boot Barn Holdings, Inc. |
Entity Central Index Key | 1610250 |
Document Type | S-1 |
Pre-Effective Amendment Number | 1 |
Document Period End Date | 27-Dec-14 |
Amendment Flag | FALSE |
Entity Filer Category | Non-accelerated Filer |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Mar. 30, 2013 |
In Thousands, unless otherwise specified | |
Current assets: | |
Cash and cash equivalents | $1,190 |
Accounts receivable | 1,078 |
Inventories | 67,995 |
Prepaid expenses and other current assets | 5,311 |
Total current assets | 75,574 |
Property and equipment, net | 10,736 |
Goodwill | 78,033 |
Intangible assets, net | 58,017 |
Other assets | 1,922 |
Total assets | 224,282 |
Current liabilities: | |
Line of credit | 18,910 |
Accounts payable | 22,488 |
Accrued expenses and other current liabilities | 14,722 |
Current portion of notes payable | 2,000 |
Total current liabilities | 58,120 |
Deferred taxes | 19,538 |
Long-term portion of notes payable | 17,000 |
Related party notes payable | 50,500 |
Other liabilities | 1,500 |
Total liabilities | 146,658 |
Commitments and contingencies (see Note 10) | |
Stockholders' equity: | |
Common stock, $0.0001 par value; March 29, 2014 and March 30, 2013 - 100,000,000 shares authorized, 18,929,350 shares issued and outstanding | 2 |
Preferred stock, $0.0001 par value; 10,000,000 shares authorized, no shares issued or outstanding | |
Additional paid-in capital | 77,543 |
Retained earnings (accumulated deficit) | -3,725 |
Total Boot Barn Holdings, Inc. stockholders' equity | 73,820 |
Non-controlling interest | 3,804 |
Total stockholders' equity | 77,624 |
Total liabilities and stockholders' equity | $224,282 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 27, 2014 | Oct. 19, 2014 | Mar. 29, 2014 | Mar. 30, 2013 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||
Common stock, par value (in dollars per share) | $0.00 | $0.00 | $0.00 | $0.00 |
Common stock, share authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 |
Common Stock, share issued (in shares) | 25,709,194 | 18,929,350 | 18,929,350 | |
Common Stock, share outstanding (in shares) | 25,709,194 | 18,929,350 | 18,929,350 | |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 | $0.00 | $0.00 |
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred Stock, shares issued (in shares) | 0 | 0 | 0 | |
Preferred Stock, shares outstanding (in shares) | 0 | 0 | 0 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Mar. 31, 2012 | Dec. 11, 2011 |
Successor | ||
Net sales | $58,267 | |
Cost of goods sold | 37,313 | |
Amortization of inventory fair value adjustment | 9,369 | |
Total cost of goods sold | 46,682 | |
Gross profit | 11,585 | |
Operating expenses: | ||
Selling, general and administrative expenses | 12,769 | |
Acquisition-related expenses | 3,027 | |
Total operating expenses | 15,796 | |
Income from operations | -4,211 | |
Interest expense, net | 1,442 | |
Other income, net | 5 | |
Income before income taxes | -5,648 | |
Income tax expense (benefit) | -1,047 | |
Net income | -4,601 | |
Net income (loss) attributed to non-controlling interest | -230 | |
Net income attributed to Boot Barn Holdings, Inc. | -4,371 | |
Net income (loss) per share: | ||
Basic shares (in dollars per share) | ($0.23) | |
Diluted shares (in dollars per share) | ($0.23) | |
Weighted average shares outstanding: | ||
Basic shares | 18,633 | |
Diluted shares | 18,633 | |
Predecessor | ||
Net sales | 110,429 | |
Cost of goods sold | 72,129 | |
Total cost of goods sold | 72,129 | |
Gross profit | 38,300 | |
Operating expenses: | ||
Selling, general and administrative expenses | 28,145 | |
Acquisition-related expenses | 7,336 | |
Total operating expenses | 35,481 | |
Income from operations | 2,819 | |
Interest expense, net | 3,684 | |
Other income, net | 70 | |
Income before income taxes | -795 | |
Income tax expense (benefit) | -135 | |
Net income | -660 | |
Net income attributed to Boot Barn Holdings, Inc. | ($660) | |
Net income (loss) per share: | ||
Basic shares (in dollars per share) | ($3.82) | |
Diluted shares (in dollars per share) | ($3.82) | |
Weighted average shares outstanding: | ||
Basic shares | 173 | |
Diluted shares | 173 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Successor | Successor | Successor | Successor | Successor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Predecessor | Total | Common Stock [Member] | Additional Paid In Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] |
In Thousands, except Share data, unless otherwise specified | USD ($) | Common Stock [Member] | Additional Paid In Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] | USD ($) | Common Stock [Member] | Preferred Stock [Member] | Preferred Stock [Member] | Additional Paid In Capital [Member] | Retained Earnings [Member] | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) |
USD ($) | USD ($) | USD ($) | USD ($) | Series A Preferred Stock [Member] | Series B Preferred Stock [Member] | USD ($) | USD ($) | |||||||||
USD ($) | USD ($) | |||||||||||||||
Balance at Apr. 02, 2011 | $32,857 | $31,765 | $1,036 | $17 | $39 | |||||||||||
Balance (in shares) at Apr. 02, 2011 | 172,858 | 31,765 | 1,036 | |||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||
Net income | -660 | -660 | ||||||||||||||
Balance at Dec. 11, 2011 | 32,197 | 31,765 | 1,036 | 17 | -621 | |||||||||||
Balance (in shares) at Dec. 11, 2011 | 172,858 | 31,765 | 1,036 | |||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||
Issuance of stock | 78,660 | 2 | 74,658 | 4,000 | ||||||||||||
Reorganization and issuance of stock (in shares) | 18,632,625 | |||||||||||||||
Stock-based compensation expense | 99 | 99 | ||||||||||||||
Net income | -4,601 | -4,371 | -230 | |||||||||||||
Balance at Mar. 31, 2012 | 74,158 | 2 | 74,757 | -4,371 | 3,770 | |||||||||||
Balance (in shares) at Mar. 31, 2012 | 18,632,625 | |||||||||||||||
Balance at Dec. 31, 2011 | ||||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||
Net income | -4,601 | |||||||||||||||
Balance at Mar. 31, 2012 | 74,158 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||
Issuance of stock | 1,999 | 1,999 | ||||||||||||||
Reorganization and issuance of stock (in shares) | 296,725 | |||||||||||||||
Stock-based compensation expense | 787 | 787 | ||||||||||||||
Net income | 680 | 646 | 34 | |||||||||||||
Balance at Mar. 30, 2013 | 77,624 | 2 | 77,543 | -3,725 | 3,804 | |||||||||||
Balance (in shares) at Mar. 30, 2013 | 18,929,350 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||
Stock-based compensation expense | 1,291 | 1,291 | ||||||||||||||
Net income | 5,660 | 5,377 | 283 | |||||||||||||
Balance at Mar. 29, 2014 | 84,575 | 2 | 78,834 | 1,652 | 4,087 | |||||||||||
Balance (in shares) at Mar. 29, 2014 | 18,929,350 | |||||||||||||||
Increase (Decrease) in Stockholders' Equity | ||||||||||||||||
Issuance of stock | 4,091 | -4,091 | ||||||||||||||
Reorganization and issuance of stock (in shares) | 1,000,000 | |||||||||||||||
Stock-based compensation expense | 1,459 | 1,459 | ||||||||||||||
Net income | 11,120 | 11,116 | 4 | |||||||||||||
Balance at Dec. 27, 2014 | $138,078 | $3 | $126,959 | $11,116 | ||||||||||||
Balance (in shares) at Dec. 27, 2014 | 25,709,000 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | 3 Months Ended | 9 Months Ended | |
In Thousands, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 31, 2012 | Dec. 11, 2011 |
Cash flows from operating activities | ||||
Net income | $5,660 | $680 | ||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Depreciation | 4,628 | 2,662 | ||
Stock-based compensation | 1,291 | 787 | ||
Amortization of intangible assets | 3,501 | 2,926 | ||
Amortization of deferred loan fees | 2,507 | 435 | ||
Loss on disposal of property and equipment | 1,980 | 322 | ||
Accretion of above market leases | -230 | -231 | ||
Deferred taxes | -1,874 | -633 | ||
Amortization of inventory fair value adjustment | 867 | 9,199 | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | -710 | -209 | ||
Inventories | -14,100 | -4,821 | ||
Prepaid expenses and other current assets | -871 | -2,490 | ||
Other assets | 104 | 199 | ||
Accounts payable | 3,190 | 4,916 | ||
Accrued expenses and other current liabilities | 5,944 | 2,494 | ||
Other liabilities | 893 | -4,312 | ||
Net cash provided by operating activities | 12,780 | 11,924 | ||
Cash flows from investing activities | ||||
Purchases of property and equipment | -11,400 | -3,848 | ||
Proceeds from sales of property and equipment | 24 | 61 | ||
Purchase of trademark rights | -200 | |||
Acquisition of business, net of cash acquired | -15,696 | -41,912 | ||
Net cash used in investing activities | -27,272 | -45,699 | ||
Cash flows from financing activities | ||||
Proceeds from issuance of stock | 1,999 | |||
Line of credit - net | 9,714 | 4,324 | ||
Proceeds from loan borrowings | 100,000 | 10,583 | ||
Repayments on debt and capital lease obligations | -70,126 | -1,461 | ||
Proceeds from borrowings - related parties | 25,500 | |||
Debt issuance fees | -3,350 | -1,167 | ||
Payment of assumed contingent consideration and debt from acquisitions | -21,818 | -5,405 | ||
Net cash (used in) provided by financing activities | 14,420 | 34,373 | ||
Net increase in cash and cash equivalents | -72 | 598 | ||
Cash and cash equivalents, beginning of period | 1,190 | 592 | ||
Cash and cash equivalents, end of period | 1,118 | 1,190 | ||
Supplemental disclosures of cash flow information: | ||||
Cash paid for income taxes | 4,849 | 3,337 | ||
Cash paid for interest | 9,110 | 6,275 | ||
Supplemental disclosure of non-cash activities: | ||||
Unpaid purchases of property and equipment | 132 | 65 | ||
Equipment acquired through capital lease | 28 | |||
Successor | ||||
Cash flows from operating activities | ||||
Net income | -4,601 | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Depreciation | 656 | |||
Stock-based compensation | 99 | |||
Amortization of intangible assets | 439 | |||
Amortization of deferred loan fees | 81 | |||
Loss on disposal of property and equipment | 17 | |||
Accretion of above market leases | -63 | |||
Deferred taxes | -2,374 | |||
Amortization of inventory fair value adjustment | 9,369 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 629 | |||
Inventories | 3,466 | |||
Prepaid expenses and other current assets | -615 | |||
Other assets | 278 | |||
Accounts payable | 915 | |||
Accrued expenses and other current liabilities | -12,385 | |||
Other liabilities | 52 | |||
Net cash provided by operating activities | -4,037 | |||
Cash flows from investing activities | ||||
Purchases of property and equipment | -698 | |||
Acquisition of business, net of cash acquired | -85,574 | |||
Net cash used in investing activities | -86,272 | |||
Cash flows from financing activities | ||||
Proceeds from issuance of stock | 76,019 | |||
Line of credit - net | 4,567 | |||
Proceeds from loan borrowings | 12,000 | |||
Repayments on debt and capital lease obligations | -294 | |||
Debt issuance fees | -1,391 | |||
Net cash (used in) provided by financing activities | 90,901 | |||
Net increase in cash and cash equivalents | 592 | |||
Cash and cash equivalents, end of period | 592 | |||
Supplemental disclosures of cash flow information: | ||||
Cash paid for income taxes | 95 | |||
Cash paid for interest | 966 | |||
Supplemental disclosure of non-cash activities: | ||||
Exchange of Predecessor shares for Successor shares | 2,641 | |||
Net replacement of Predecessor debt with the same lender | 17,000 | |||
Predecessor | ||||
Cash flows from operating activities | ||||
Net income | -660 | |||
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | ||||
Depreciation | 1,163 | |||
Amortization of intangible assets | 55 | |||
Amortization of deferred loan fees | 286 | |||
Loss on disposal of property and equipment | 4 | |||
Accretion of above market leases | -93 | |||
Deferred taxes | -189 | |||
Changes in operating assets and liabilities: | ||||
Accounts receivable | -892 | |||
Due from related party | 52 | |||
Inventories | -9,436 | |||
Prepaid expenses and other current assets | 587 | |||
Other assets | 26 | |||
Accounts payable | 4,608 | |||
Accrued expenses and other current liabilities | 10,446 | |||
Other liabilities | 165 | |||
Net cash provided by operating activities | 6,122 | |||
Cash flows from investing activities | ||||
Purchases of property and equipment | -2,055 | |||
Proceeds from sales of property and equipment | 4 | |||
Net cash used in investing activities | -2,051 | |||
Cash flows from financing activities | ||||
Line of credit - net | 101 | |||
Repayments on debt and capital lease obligations | -2,204 | |||
Net cash (used in) provided by financing activities | -2,103 | |||
Net increase in cash and cash equivalents | 1,968 | |||
Cash and cash equivalents, beginning of period | 567 | |||
Cash and cash equivalents, end of period | 2,535 | |||
Supplemental disclosures of cash flow information: | ||||
Cash paid for income taxes | 445 | |||
Cash paid for interest | 2,782 | |||
Supplemental disclosure of non-cash activities: | ||||
Equipment acquired through capital lease | $41 |
Business_operations
Business operations | 12 Months Ended |
Mar. 29, 2014 | |
Description of the Company and Basis of Presentation | |
Business operations | 1. Business operations |
Boot Barn Holdings, Inc., formerly named WW Top Investment Corporation (the "Company" or "Successor") 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 18,929,350 outstanding shares of common stock as of each of March 29, 2014 and March 30, 2013 with 17,750,000 shares of common stock held by Freeman Spogli & Co. as of each of March 29, 2014 and March 30, 2013. The shares of common stock have voting rights of one vote per share. | |
Boot Barn Holding Corporation (the "Predecessor"), a Delaware corporation, was incorporated on September 28, 2007 and owns 100% of the common stock of Boot Barn, Inc. (together with Predecessor, "Boot Barn"). The Company was formed to effect the purchase of the Predecessor, including the operations of Boot Barn. On December 12, 2011, the Company acquired 94.9% of the outstanding capital stock of the Predecessor, which is referred to as the Recapitalization. During the period from November 17, 2011 through December 11, 2011, there was no material activity of the Company and the Company had no operations prior to the acquisition. In connection with the Recapitalization, management and other investors purchased shares of the Successor's common stock, collectively representing a 9.6% equity interest in Boot Barn Holding Corporation. | |
As of June 8, 2014, the Company held all of the outstanding shares of common stock of WW Holding Corporation, which held 95.0% of the outstanding shares of common stock of Boot Barn Holding Corporation. On June 9, 2014, WW Holding Corporation was merged with and into the Company and then Boot Barn Holding Corporation was merged with and into the Company. As a result of this reorganization, Boot Barn, Inc. became a direct wholly owned subsidiary of the Company, and the minority stockholders that formerly held 5.0% of Boot Barn Holding Corporation became holders of 5.0% of the Company. On June 10, 2014, the legal name of the Company was changed from WW Top Investment Corporation to Boot Barn Holdings, Inc. | |
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 152 stores in 23 states as of March 29, 2014 and 117 stores in 21 states as of March 30, 2013. As of the fiscal year ending March 29, 2014, all stores operate under the Boot Barn name (other than two stores, which operate under the "American Worker" name). | |
Summary_of_significant_account
Summary of significant accounting policies | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 27, 2014 | Mar. 29, 2014 | |||||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||||||
Summary of significant accounting policies | 2.Summary of Significant Accounting Policies | 2. Summary of significant accounting policies | ||||||||||||||||
Basis of presentation | ||||||||||||||||||
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 final prospectus filed with the Securities and Exchange Commission (the “SEC”) on October 30, 2014. Presented below in the following notes is supplemental information that should be read in conjunction with those consolidated financial statements. | The Company's consolidated financial statements, prepared in accordance with accounting principles generally accepted in the U.S. ("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") and Baskins Acquisition Holdings, LLC ("Baskins"). All intercompany accounts and transactions among the Company and its subsidiaries have been eliminated in consolidation. | |||||||||||||||||
Fiscal year | ||||||||||||||||||
Comprehensive Income | The Company reports its results of operations and cash flows on a 52- or 53-week basis, and its fiscal year ends on the Saturday closest to March 31. The years ending March 29, 2014 ("fiscal 2014") and March 30, 2013 ("fiscal 2013") each consisted of 52 weeks. The period from December 12, 2011 to March 31, 2012 (the "Successor Period") consisted of approximately 16 weeks. The period from April 3, 2011 to December 11, 2011 (the "Predecessor Period") consisted of approximately 36 weeks. | |||||||||||||||||
Comprehensive income (loss) | ||||||||||||||||||
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. | The Company does not have any components of other comprehensive income (loss) recorded within its consolidated financial statements and, therefore, does not separately present a statement of comprehensive income (loss) 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 has a single operating and reportable segment, which includes net sales generated from its retail stores and e-commerce website. All of the Company's identifiable assets are in the U.S. | |||||||||||||||||
Use of estimates | ||||||||||||||||||
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 operates in a single operating segment, which includes net sales generated from its retail stores and e-commerce website. All of the Company’s identifiable assets are in the U.S. | 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 | ||||||||||||||||||
Use of Estimates | 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 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. As of December 27, 2014, the Company had identified no indicators of impairment with respect to its goodwill, intangible and long-lived asset balances. To the extent actual results differ from those estimates, the Company’s future results of operations may be affected. The Company performs its annual goodwill impairment test on the first day of the fourth fiscal quarter, or more frequently if it believes that indicators of impairment exist. | 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 has concluded that no allowance for bad debts is required. | |||||||||||||||||
Inventories | ||||||||||||||||||
Fair Value of Certain Financial Assets and Liabilities | Inventory consists primarily of purchased merchandise and is valued at the lower of cost or market. 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. | |||||||||||||||||
The Company recorded fair value adjustments to reflect the acquired cost of inventory related to its acquisitions of Boot Barn, RCC and Baskins. These amounts were amortized over the period that the related inventory was sold. Amortization of the acquired cost of inventory was $0.9 million, $9.2 million and $9.4 million in the fiscal years ended March 29, 2014 and March 30, 2013, and the Successor Period, respectively. | ||||||||||||||||||
The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 at 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. | Deferred loan fees | |||||||||||||||||
Deferred loan fees are capitalized and amortized to interest expense over the terms of the applicable loan agreements using the effective interest method. Included in prepaid expenses and other current assets are short-term deferred loan fees of $0.6 million and $0.5 million as of March 29, 2014 and March 30, 2013, respectively. Included in other assets are long-term deferred loan fees of $2.3 million and $1.5 million as of March 29, 2014 and March 30, 2013, respectively. | ||||||||||||||||||
· | Level 1 uses unadjusted quoted prices that are available in active markets for identical assets or liabilities. | Property and equipment, net | ||||||||||||||||
Property and equipment consists of leasehold improvements, machinery and equipment, furniture and fixtures 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 seven years. Machinery and equipment is depreciated over five years. Furniture and fixtures are depreciated over five to seven years. Vehicles are depreciated over five years. Leasehold improvements are depreciated over the shorter of the terms of the leases or their estimated useful lives. | ||||||||||||||||||
· | 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. | 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 or more frequently if indicators of impairment exist. An annual goodwill impairment test is performed as of the first day of the fourth fiscal quarter. In fiscal 2013 and prior, the annual goodwill impairment test was performed as of fiscal year-end. The Company changed the timing of its annual impairment test to provide sufficient time to prepare the analysis and meet reporting deadlines. 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. | ||||||||||||||||||
· | 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 conducts 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. The Company's entire operations represent one reporting unit. 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 with 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. No impairment was recorded during the fiscal years ended March 29, 2014 or March 30, 2013, the Successor Period or the Predecessor Period. | ||||||||||||||||
Intangible assets with indefinite lives, which include the Boot Barn trademark, 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. No impairment was recorded during the fiscal years ended March 29, 2014, March 30, 2013, the Successor Period or the Predecessor Period. | ||||||||||||||||||
Cash and cash equivalents, accounts receivable and accounts payable are valued at fair value and 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 approximate their current fair values because of their nature and respective relatively short maturity dates or duration. | 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 trademarks is six months, for customer lists is five years, for non-compete agreements is four to five years and for below-market leases is two to 17 years. | ||||||||||||||||||
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 as of December 27, 2014 on a recurring basis. | 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") Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements. The Company has determined that there were no impairments of long-lived assets during the fiscal years ended March 29, 2014 or March 30, 2013, the Successor Period or the Predecessor Period. | ||||||||||||||||||
Recent Accounting Pronouncements | 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 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. | ||||||||||||||||||
In July 2013, the FASB issued Accounting Standards Update (“ASU”) No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force)”. The amendments in this ASU provide guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. An unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward with certain exceptions, in which case such an unrecognized tax benefit should be presented in the financial statements as a liability. The amendments in this ASU do not require new recurring disclosures. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Companies may choose to apply this guidance retrospectively to each prior reporting period presented. The Company adopted this ASU on March 30, 2014, and the adoption of this guidance did not have a material impact on its consolidated financial statements. | Noncontrolling interest | |||||||||||||||||
On December 12, 2011, the Company acquired the majority of the outstanding shares of its consolidated subsidiary Boot Barn Holding Corporation. Certain investors hold approximately 5.0% of the outstanding shares of Boot Barn Holding Corporation. Noncontrolling interests are recorded at the acquisition date fair value plus an allocation of subsidiary earnings (loss) based on the relative ownership interest. | ||||||||||||||||||
In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements and Property, Plant, and Equipment “ and “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”. The ASU amendment changes the requirements for reporting discontinued operations in Subtopic 205-20. The amendment is effective on a prospective basis for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2014. Early adoption is permitted for disposals that have not been reported in financial statements previously issued. Based on the Company’s evaluation of the ASU, its adoption of this update is not expected to have a material impact on the Company’s financial position or results of operation. | Revenue recognition | |||||||||||||||||
Revenue is recorded for store sales upon the purchase of merchandise by customers. E-commerce sales are recorded when the customer takes title of the merchandise and assumes risk of loss, collection of the relevant receivable is reasonably assured, persuasive evidence of an arrangement exists and the sales price is fixed or determinable, which generally occurs upon delivery of the product. Shipping and handling revenues are included in total net revenue. Shipping costs incurred by the Company are included as cost of goods sold. | ||||||||||||||||||
In May 2014, the FASB issued ASU No. 2014-09, “Revenue From Contracts with Customers”. The ASU amended revenue recognition guidance to clarify the principles for recognizing revenue from contracts with customers. The new standard is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled to when products are transferred to customers. The Company is required to adopt this new standard for annual and interim periods beginning after December 15, 2016. Early adoption is not permitted. The new revenue accounting standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements. | Revenue is recorded net of estimated and actual sales returns and deductions for coupon redemptions, estimated future award redemption and other promotions. The sales return 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 $0.4 million, $0.2 million, $0.2 million and $0.1 million as of March 29, 2014 and March 30, 2013 and the end of the Successor Period and the Predecessor Period, respectively. The following table provides a reconciliation of the activity related to the Company's sales returns reserve: | |||||||||||||||||
In August 2014, the FASB issued an amendment to the accounting guidance related to the evaluation of an entity’s ability to continue as a going concern. The amendment establishes management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern in connection with preparing financial statements for each annual and interim reporting period. The update also gives guidance to determine whether to disclose information about relevant conditions and events when there is substantial doubt about an entity’s ability to continue as a going concern. This guidance will be effective for the Company as of December 15, 2016. The new guidance is not expected to have an impact on our financial position, results of operations, or cash flows. | ||||||||||||||||||
| | | | | | | | | | | | | | |||||
Fiscal year ended | ||||||||||||||||||
(in thousands) | March 29, | March 30, | (Successor) | (Predecessor) | ||||||||||||||
2014 | 2013 | December 12, 2011 | April 3, 2011 to | |||||||||||||||
to March 31, 2012 | December 11, 2011 | |||||||||||||||||
| | | | | | | | | | | | | | |||||
Beginning balance | $ | 238 | $ | 169 | $ | 139 | $ | 139 | ||||||||||
Provisions | 15,034 | 9,723 | 2,821 | 3,800 | ||||||||||||||
Sales returns | (14,842 | ) | (9,654 | ) | (2,791 | ) | (3,800 | ) | ||||||||||
| | | | | | | | | | | | | | |||||
Ending balance | $ | 430 | $ | 238 | $ | 169 | $ | 139 | ||||||||||
| | | | | | | | | | | | | | |||||
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 $2.0 million, $1.3 million, $1.1 million and $0.7 million as of March 29, 2014 and March 30, 2013 and the end of the Successor Period and the Predecessor Period, respectively. The following table provides a reconciliation of the activity related to the Company's customer loyalty program: | ||||||||||||||||||
| | | | | | | | | | | | | | |||||
Fiscal year ended | ||||||||||||||||||
(in thousands) | March 29, | March 30, | (Successor) | (Predecessor) | ||||||||||||||
2014 | 2013 | December 12, 2011 | April 3, 2011 to | |||||||||||||||
to March 31, 2012 | December 11, 2011 | |||||||||||||||||
| | | | | | | | | | | | | | |||||
Beginning balance | $ | 1,343 | $ | 1,124 | $ | 741 | $ | 270 | ||||||||||
Provisions | 10,440 | 5,644 | 1,325 | 1,512 | ||||||||||||||
Usage | (9,833 | ) | (5,425 | ) | (942 | ) | (1,041 | ) | ||||||||||
| | | | | | | | | | | | | | |||||
Ending balance | $ | 1,950 | $ | 1,343 | $ | 1,124 | $ | 741 | ||||||||||
| | | | | | | | | | | | | | |||||
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. The Company retains the percentage of the value of such unredeemed gift cards, gift certificates and store credits not escheated and recognize these amounts in net sales. 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. In fiscal 2014, the Company elected to participate in a voluntary disclosure program with the State of Delaware in order to settle past due unclaimed property obligations. The Company agreed with the State of Delaware to settle all unreported escheatment liabilities in the amount of $0.3 million. These amounts were recorded in accrued expenses and other current liabilities in fiscal 2014 based upon preliminary settlement amounts. The final settlement was reached with, and amounts were paid to, the State of Delaware in May 2014. | ||||||||||||||||||
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 SG&A expenses. All of these costs are expensed as incurred. | ||||||||||||||||||
Advertising costs | ||||||||||||||||||
Certain advertising costs, including 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 $0.2 million as of March 29, 2014 and March 30, 2013, respectively. All other advertising costs are expensed as incurred. The Company recognized $11.3 million and $7.1 million in advertising costs during the fiscal years ended March 29, 2014 and March 30, 2013, respectively. Advertising costs of $1.1 million and $3.5 million were recognized for the Successor Period, and the Predecessor Period, 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 (benefit) 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 29, 2014, March 30, 2013, for the Successor Period or the Predecessor Period. | ||||||||||||||||||
Per share information | ||||||||||||||||||
Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of outstanding shares of common stock. In computing diluted earnings (loss) 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. | ||||||||||||||||||
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 its Level 3 liability includes contingent consideration. | |||||||||||||||||
Cash and cash equivalents, accounts receivable and accounts payable are valued at fair value and 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 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 financial assets or liabilities requiring fair value measurements as of March 29, 2014 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 | ||||||||||||||||||
We purchase merchandise inventories from several hundred suppliers worldwide. Sales of products from our three largest suppliers totaled approximately 40%, 40%, 39% and 39% of our net sales for fiscal 2014, fiscal 2013, the Successor Period and the Predecessor Period, respectively. | ||||||||||||||||||
Recent accounting pronouncements | ||||||||||||||||||
In July 2013, the FASB issued Accounting Standards Update ("ASU") No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force). The amendments in this ASU provide guidance on the financial statements presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. An unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward with certain exceptions, in which case such an unrecognized tax benefit should be presented in the financial statements as a liability. The amendments in this ASU do not require new recurring disclosures. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Companies may choose to apply this guidance retrospectively to each prior reporting period presented. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. | ||||||||||||||||||
In May 2014, the FASB and the International Accounting Standard Board ("IASB") jointly issued a new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under GAAP. The revenue recognition standard will allow 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 is effective for public entities for annual and interim periods beginning after December 15, 2016. Early adoption is not permitted under GAAP. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements. | ||||||||||||||||||
Business_combinations
Business combinations | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 27, 2014 | Mar. 29, 2014 | ||||||||||||||||||
Business Combinations | |||||||||||||||||||
Business combinations | 3.Business Combinations | 3. Business combinations | |||||||||||||||||
In allocating the purchase price of the following acquisitions, the Company recorded all assets acquired and liabilities assumed at fair value. The excess of the purchase price over the aggregate fair values was recorded as goodwill. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value assigned to identifiable intangible assets acquired was based on estimates and assumptions made by management at the time of the acquisitions. | |||||||||||||||||||
Baskins Acquisition Holdings, LLC | The purchase price of an acquisition is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values as of the date of acquisition. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed such excess is allocated to goodwill. The Company determines the estimated fair values after review and consideration of relevant information, including discounted cash flows, quoted market prices and estimates made by management. The Company adjusts the preliminary purchase price allocation, as necessary, during the measurement period of up to one year after the acquisition closing date as it obtains more information as to facts and circumstances existing as of the acquisition date. | ||||||||||||||||||
Valuations on acquired intangible assets for acquisitions were completed based on Level 3 inputs. The acquired trademarks, customer lists, below-market leases, above-market leases and non-compete agreements are subject to fair value measurements that were based primarily on significant inputs not observable in the market and thus represent Level 3 measurements. The Company recorded the fair values of acquired trademarks using a relief from royalty method. In the relief from royalty method, the fair value of the intangible asset is estimated to be the present value of the royalties saved because the company owns the intangible asset. Revenue projections and estimated useful life were used in estimating the fair value of the trademarks. The non-compete agreements were calculated using the with-or-without method, which utilizes the probability of these employees competing with the Company and revenue projections to calculate the valuation of non-competition agreements. The valuation of the customer list utilized a replacement cost approach, which provides an estimate of the fair value of an asset based on the estimated costs associated with creating a similar asset of like utility. The replacement cost valuation relies on estimates of the average cost to purchase names on a mailing list, as well as response rates. The valuation of the leases below and above market rent were performed using an income approach and were based upon market rent per square foot and market rate inflation. | |||||||||||||||||||
Effective May 25, 2013, the Company completed the acquisition of 100% of the member interests in Baskins, including 30 stores and an online retail website. Baskins was a specialty western retailer with stores in Texas and Louisiana, and the acquisition expanded the Company’s operations into these core markets. All of the acquired Baskins stores were subsequently converted into Boot Barn stores. The goodwill represents the additional amounts paid in order to expand the Company’s geographical presence. | Baskins Acquisition Holdings, LLC | ||||||||||||||||||
Effective May 25, 2013, the Company completed the acquisition of 100% of the member interests in Baskins, including 30 stores and an online retail website. Baskins is a specialty western retailer with stores in Texas and Louisiana, and the acquisition expanded the Company's operations into these core markets. The goodwill represents the additional amounts paid in order to expand the Company's geographical presence. | |||||||||||||||||||
The acquisition-date fair value of the consideration transferred totaled $37.7 million, which consisted of $36.0 million in cash and $1.7 million of contingent consideration. The $36.0 million of cash included $13.7 million paid to the members of Baskins, $2.2 million paid into an escrow account and $20.1 million to repay Baskins’ outstanding debt. These payments were partially offset by $1.9 million, which represents the amount of cash on hand immediately prior to the closing of the acquisition. Claims against the escrow account could have been made until November 30, 2014. However, no claims were made as of that date, and the escrow funds were released during the thirteen weeks ended December 27, 2014. | The acquisition-date fair value of the consideration transferred totaled $37.7 million, which consisted of $36.0 million in cash and $1.7 million of contingent consideration. The $36.0 million of cash included $13.7 million paid to the members of Baskins, $2.2 million paid into an escrow account and $20.1 million to repay Baskins' outstanding debt. These payments were partially offset by $1.9 million, which represents the amount of cash on hand immediately prior to the closing of the acquisition. As of March 29, 2014, $1.7 million remained in an escrow account and is not included in the Company's consolidated balance sheet. Claims against the escrow account can be made until November 30, 2014. Due to the nature of the escrow account, the cash portion of the consideration transferred has been determined only provisionally and is subject to change pending the outcome of potential escrow claims. | ||||||||||||||||||
The Company was obligated to make additional earnout payments, contingent on the achievement of milestones relating to 12-month store sales associated with three new stores for the periods beginning January 24, 2013, January 31, 2013 and February 20, 2013 at each of the three stores. The maximum amount payable upon achievement of the milestones was $2.1 million. Each of the milestones was achieved, and the Company made a cash payment of $2.1 million in the fourth quarter of fiscal 2014. As of the acquisition date, the Company estimated that these earnout payments would be $1.7 million, based on then existing facts and circumstances. The estimated fair value of this earnout was determined by using revenue projections and applying a discount rate to reflect the risk of the underlying conditions not being satisfied such that no payment would be due. The fair value measurement of the earnout was based primarily on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. A total of $0.4 million from the revaluation of contingent consideration was recorded in fiscal 2014 to selling, general and administrative expenses in the Company's consolidated statement of operations. | |||||||||||||||||||
The Company was obligated to make additional earnout payments, contingent on the achievement of milestones relating to 12-month store sales associated with three new stores for the periods beginning January 24, 2013, January 31, 2013 and February 20, 2013 at each of the three stores. The maximum amount payable upon achievement of the milestones was $2.1 million. Each of the milestones was achieved, and the Company made a cash payment of $2.1 million in the fourth quarter of fiscal 2014. As of the acquisition date, the Company estimated that these earnout payments would be $1.7 million, based on then existing facts and circumstances. The estimated fair value of this earnout was determined by using revenue projections and applying a discount rate to reflect the risk of the underlying conditions not being satisfied, such that no payment would be due. The fair value measurement of the earnout was based primarily on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. A total of $0.4 million from the revaluation of contingent consideration was recorded in the fourth quarter of fiscal 2014 to selling, general and administrative expenses in the Company’s consolidated statement of operations. | 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. The excess of the purchase price over the net tangible and intangible assets was recorded as goodwill. The goodwill is deductible for income tax purposes. Such estimated fair values require management to make estimates and judgments, especially with respect to intangible assets. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date based on the preliminary purchase price (in thousands): | ||||||||||||||||||
The total fair value of consideration transferred for the acquisition was allocated to the net tangible and intangible assets based upon the Company’s estimate of their fair values as of the date of the acquisition. The excess of the purchase price over the net tangible and intangible assets was recorded as goodwill. The goodwill is deductible for income tax purposes. 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 (in thousands): | |||||||||||||||||||
| | | | | |||||||||||||||
At May 25, 2013 | At May 25, | ||||||||||||||||||
(Level 3) | 2013 | ||||||||||||||||||
(Level 3) | |||||||||||||||||||
Assets acquired: | | | | | | ||||||||||||||
Cash and cash equivalents | $ | 1,935 | Assets acquired: | ||||||||||||||||
Current assets | 22,083 | Cash and cash equivalents | $ | 1,935 | |||||||||||||||
Property and equipment, net | 5,850 | Current assets | 22,083 | ||||||||||||||||
Intangible assets acquired | 5,006 | Property and equipment, net | 5,850 | ||||||||||||||||
Goodwill | 15,064 | Intangible assets acquired | 5,006 | ||||||||||||||||
Other assets | 109 | Goodwill | 15,064 | ||||||||||||||||
Total assets acquired | 50,047 | Other assets | 109 | ||||||||||||||||
Liabilities assumed: | | | | | | ||||||||||||||
Other current liabilities | 12,119 | Total assets acquired | 50,047 | ||||||||||||||||
Line of credit - current | 10,259 | | | | | | |||||||||||||
Notes payable - current | 9,819 | Liabilities assumed: | |||||||||||||||||
Contingent consideration | 1,740 | Other current liabilities | 12,119 | ||||||||||||||||
Above-market leases | 83 | Line of credit—current | 10,259 | ||||||||||||||||
Capital lease obligation | 138 | Notes payable—current | 9,819 | ||||||||||||||||
Total liabilities assumed | 34,158 | Contingent consideration | 1,740 | ||||||||||||||||
Total purchase price | $ | 15,889 | Above-market leases | 83 | |||||||||||||||
Capital lease obligation | 138 | ||||||||||||||||||
Definite-lived intangible assets are recorded at their fair value as of the acquisition date with amortization computed 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 trademarks is six months, non-compete agreements is four years, customer lists is five years, and below-market leases is four to 18 years. For leases under market rent, amortization is based on the discounted future benefits from lease payments under market rents. | | | | | | ||||||||||||||
Total liabilities assumed | 34,158 | ||||||||||||||||||
Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred. The Company incurred $0.7 million of acquisition-related costs during the thirty-nine weeks ended December 28, 2013. The amount of net revenue and net income of Baskins included in the Company’s condensed consolidated statements of operations from the acquisition date to December 28, 2013 were $41.9 million and $3.3 million, respectively. | | | | | | ||||||||||||||
Total purchase price | $ | 15,889 | |||||||||||||||||
Supplemental As Adjusted Data (Unaudited) | | | | | | ||||||||||||||
Definite-lived intangible assets are recorded at their fair value as of the acquisition date with amortization computed 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 trademarks is six months, non-compete agreements is four to five years, customer lists is five years, and below-market leases is two to 17 years. For leases under market rent, amortization is based on the discounted future benefits from lease payments under market rents. | |||||||||||||||||||
The unaudited as adjusted statements of operations data below gives effect to the Baskins acquisition, as well as the Company’s acquisition of RCC on August 31, 2012, as if they had all occurred as of March 30, 2013. These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of Baskins, RCC and Boot Barn Holding Corporation to reflect the effects of amortization of purchased intangible assets and acquired inventory valuation step-up, additional financing as of April 3, 2011 in order to complete the acquisitions, income tax expense and other transaction costs directly associated with the acquisitions such as legal, accounting and banking fees. The adjustments are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances. Pre-acquisition net sales and net income numbers for acquired entities are derived from their books and records prepared prior to the acquisition. This as adjusted data is presented for informational purposes only and does not purport to be indicative of the results of future operations or of the results that would have occurred had the acquisitions taken place as of the date noted above. | Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred. Goodwill represents the additional amounts paid in order to expand the Company's geographical presence. The Company incurred $0.7 million of acquisition-related costs in fiscal 2014. The amount of net revenue and net loss of Baskins included in the Company's consolidated statements of operations from the acquisition date to March 29, 2014 were $63.4 million and $0.1 million, respectively. | ||||||||||||||||||
Acquisitions from prior years | |||||||||||||||||||
As adjusted net sales (Unaudited) | RCC Western Stores, Inc. | ||||||||||||||||||
On August 31, 2012, the Company acquired 100% of the capital stock of RCC. The primary reason for the acquisition of RCC was to expand its retail operations into 11 additional states. The total purchase price of $43.5 million was paid in cash. The Company acquired $1.5 million in cash as part of the acquisition. Acquisition-related costs totaling $1.1 million are recorded within the consolidated statement of operations for fiscal 2013. | |||||||||||||||||||
(in thousands) | Thirty-Nine Weeks Ended | In connection with the acquisition of RCC, the Company entered into certain debt agreements in which loan fees of $1.2 million were incurred and are recorded as prepaid loan fees within other assets in the consolidated balance sheet as of March 30, 2013. In addition, the Company issued 296,725 shares of its common stock in connection with the acquisition for cash proceeds of $2.0 million. | |||||||||||||||||
December 28, 2013 | Allocation of the purchase price for the acquisition of RCC was based on the fair value of the net assets that were acquired. As of August 31, 2012, the purchase price was allocated as follows (in thousands): | ||||||||||||||||||
Net sales (as reported) | $ | 257,382 | |||||||||||||||||
Baskins | 8,290 | | | | | | |||||||||||||
As adjusted net sales | $ | 265,672 | Significant | ||||||||||||||||
unobservable | |||||||||||||||||||
As adjusted net income (Unaudited) | inputs | ||||||||||||||||||
(Level 3) | |||||||||||||||||||
(in thousands) | Thirty-Nine weeks ended | | | | | | |||||||||||||
December 28, 2013 | Current assets | $ | 19,528 | ||||||||||||||||
Property and equipment | 3,616 | ||||||||||||||||||
Net income (as reported) | $ | 3,768 | Goodwill | 31,103 | |||||||||||||||
Baskins | 831 | Intangible assets acquired | 5,002 | ||||||||||||||||
RCC | (821 | ) | Other assets | 21 | |||||||||||||||
Boot Barn Holding Corporation | 2,593 | | | | | | |||||||||||||
As adjusted net income | $ | 6,371 | Total assets acquired | 59,270 | |||||||||||||||
| | | | | |||||||||||||||
Current liabilities assumed | 10,252 | ||||||||||||||||||
Line of credit—current | 5,405 | ||||||||||||||||||
Below market lease liability | 154 | ||||||||||||||||||
| | | | | |||||||||||||||
Total purchase price | $ | 43,459 | |||||||||||||||||
| | | | | |||||||||||||||
Definite-lived intangible assets acquired include trademarks, customer list, non-compete agreements and below-market leases. The amount of net revenue and net loss of RCC included in the Company's consolidated statements of operations from the acquisition date to March 30, 2013 were $35.5 million and $0.5 million, respectively. | |||||||||||||||||||
Boot Barn Holding Corporation | |||||||||||||||||||
Effective December 12, 2011, the Company acquired the Predecessor. The primary reason for the Predecessor acquisition was to monetize the initial investment made by the Predecessor. Of the total purchase price, $88.1 million was paid in cash, and $2.6 million was contributed in the form of equity interests by new investors and former owners of the Predecessor. The Company acquired $2.5 million in cash as part of the transaction. Acquisition-related costs totaled $3.0 million and $7.3 million for the Successor and Predecessor periods, respectively, and are recorded within the fiscal 2012 consolidated statement of operations. All costs were incurred by Boot Barn Holding Corporation in the respective periods. | |||||||||||||||||||
Allocation of the purchase price for the Predecessor is based on estimates of the fair value of net assets acquired. As of December 11, 2011, the purchase price was allocated as follows (in thousands): | |||||||||||||||||||
| | | | | |||||||||||||||
Significant | |||||||||||||||||||
unobservable | |||||||||||||||||||
inputs | |||||||||||||||||||
(Level 3) | |||||||||||||||||||
| | | | | |||||||||||||||
Current assets | $ | 71,869 | |||||||||||||||||
Property and equipment | 6,228 | ||||||||||||||||||
Goodwill | 46,930 | ||||||||||||||||||
Intangible assets acquired | 56,380 | ||||||||||||||||||
Other assets | 336 | ||||||||||||||||||
| | | | | |||||||||||||||
Total assets acquired | 181,743 | ||||||||||||||||||
| | | | | |||||||||||||||
Current liabilities assumed | 36,087 | ||||||||||||||||||
Line of credit—current | 21,692 | ||||||||||||||||||
Below market lease liability | 33,214 | ||||||||||||||||||
| | | | | |||||||||||||||
Total purchase price | $ | 90,750 | |||||||||||||||||
| | | | | |||||||||||||||
The change in the carrying amount of goodwill is as follows (in thousands): | |||||||||||||||||||
| | | | | |||||||||||||||
Balance as of March 31, 2012 | $ | 46,930 | |||||||||||||||||
Goodwill as a result of the RCC Acquisition | 31,103 | ||||||||||||||||||
| | | | | |||||||||||||||
Balance as of March 30, 2013 | 78,033 | ||||||||||||||||||
Goodwill as a result of the Baskins Acquisition | 15,064 | ||||||||||||||||||
| | | | | |||||||||||||||
Balance as of March 29, 2014 | $ | 93,097 | |||||||||||||||||
| | | | | |||||||||||||||
Supplemental as adjusted data (unaudited) | |||||||||||||||||||
The unaudited as adjusted statements of operations data below gives effect to the acquisitions described above, as if they had all occurred as of April 3, 2011. These amounts have been calculated after applying the Company's accounting policies and adjusting the results of Baskins, RCC and the Predecessor to reflect the effects of amortization of purchased intangible assets and acquired inventory valuation step-up, additional financing as of April 3, 2011 in order to complete the acquisitions, income tax expense and other transaction costs directly associated with the acquisitions such as legal, accounting and banking fees. The adjustments are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances. Pre-acquisition net sales and net income numbers for acquired entities are derived from their books and records prepared prior to the acquisition. This as adjusted data is presented for informational purposes only and does not purport to be indicative of the results of future operations or of the results that would have occurred had the acquisitions taken place as of the date noted above. | |||||||||||||||||||
| | | | | | | | | | | | | | ||||||
As adjusted net sales—unaudited | March 29, | March 30, | (Successor) | (Predecessor) | |||||||||||||||
(in thousands) | 2014 | 2013 | December 12, 2011 | April 3, 2011 to | |||||||||||||||
to March 31, 2012 | December 12, 2011 | ||||||||||||||||||
| | | | | | | | | | | | | | ||||||
Net sales (as reported) | $ | 345,868 | $ | 233,203 | $ | 58,267 | $ | 110,429 | |||||||||||
Baskins | 8,290 | 58,058 | 18,169 | 29,118 | |||||||||||||||
RCC | — | 21,503 | 16,595 | 31,246 | |||||||||||||||
Boot Barn Holding Corporation | — | — | — | — | |||||||||||||||
| | | | | | | | | | | | | | ||||||
As adjusted net sales | $ | 354,158 | $ | 312,764 | $ | 93,031 | $ | 170,793 | |||||||||||
| | | | | | | | | | | | | | ||||||
| | | | | | | | | | | | | | ||||||
As adjusted net income (loss)— | March 29, | March 30, | (Successor) | (Predecessor) | |||||||||||||||
unaudited | 2014 | 2013 | December 12, 2011 | April 3, 2011 to | |||||||||||||||
(in thousands) | to March 31, 2012 | December 12, 2011 | |||||||||||||||||
| | | | | | | | | | | | | | ||||||
Net income (loss) (as reported) | $ | 5,660 | $ | 680 | $ | (4,601 | ) | $ | (660 | ) | |||||||||
Baskins | 580 | 396 | 468 | (3,831 | ) | ||||||||||||||
RCC | (1,100 | ) | 2,818 | 413 | (7,108 | ) | |||||||||||||
Boot Barn Holding Corporation | 3,183 | 4,487 | 8,125 | (15,794 | ) | ||||||||||||||
| | | | | | | | | | | | | | ||||||
As adjusted net income (loss) | $ | 8,323 | $ | 8,381 | $ | 4,405 | $ | (27,393 | ) | ||||||||||
| | | | | | | | | | | | | | ||||||
Prepaid_expenses_and_other_cur
Prepaid expenses and other current assets | 12 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
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 29, | March 30, | |||||||
2014 | 2013 | |||||||
| | | | | | | | |
Prepaid rent and property taxes | $ | 2,096 | $ | 1,331 | ||||
Prepaid advertising | 401 | 186 | ||||||
Prepaid insurance | 81 | 280 | ||||||
Deferred taxes | 4,748 | 2,452 | ||||||
Income tax receivable | — | 31 | ||||||
Deferred loan fees—current | 558 | 548 | ||||||
Other | 801 | 483 | ||||||
| | | | | | | | |
Total prepaid expenses and other current assets | $ | 8,685 | $ | 5,311 | ||||
| | | | | | | | |
Property_and_equipment_net
Property and equipment, net | 12 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Property and equipment, net | ||||||||
Property and equipment, net | 5. Property and equipment, net | |||||||
Property and equipment, net, consisted of the following (in thousands): | ||||||||
| | | | | | | | |
March 29, | March 30, | |||||||
2014 | 2013 | |||||||
| | | | | | | | |
Leasehold improvements | $ | 12,491 | $ | 5,634 | ||||
Machinery and equipment | 5,964 | 3,781 | ||||||
Furniture and fixtures | 9,373 | 4,085 | ||||||
Construction in progress | 754 | 104 | ||||||
Vehicles | 387 | 325 | ||||||
| | | | | | | | |
28,969 | 13,929 | |||||||
Less: Accumulated depreciation | (7,519 | ) | (3,193 | ) | ||||
| | | | | | | | |
Property and equipment, net | $ | 21,450 | $ | 10,736 | ||||
| | | | | | | | |
Depreciation expense was $4.6 million, $2.7 million, $0.7 million and $1.2 million for the periods ended March 29, 2014 and March 30, 2013, the Successor Period and the Predecessor Period, respectively. Amortization related to assets under capital lease is included in the above depreciation expense (see Note 11 "Leases"). | ||||||||
Intangible_assets_net
Intangible assets, net | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Dec. 27, 2014 | Mar. 29, 2014 | ||||||||||||||||||||||||
Intangible Assets, Net | |||||||||||||||||||||||||
Intangible assets, net | 4.Intangible Assets, Net | 6. Intangible assets, net | |||||||||||||||||||||||
Net intangible assets consisted of the following (in thousands): | |||||||||||||||||||||||||
Net intangible assets as of December 27, 2014 and March 29, 2014 consisted of the following (in thousands): | |||||||||||||||||||||||||
December 27, 2014 | | | | | | | | | | | | | | | |||||||||||
Gross | Accumulated | Net | March 29, 2014 | ||||||||||||||||||||||
Carrying | Amortization | Gross | Accumulated | Net | Weighted | ||||||||||||||||||||
Amount | carrying | amortization | average | ||||||||||||||||||||||
amount | useful life | ||||||||||||||||||||||||
Trademarks | $ | 2,490 | $ | (2,490 | ) | $ | — | | | | | | | | | | | | | | | ||||
Customer list | 7,300 | (4,038 | ) | 3,262 | Intangible assets | ||||||||||||||||||||
Non-compete agreements | 1,380 | (723 | ) | 657 | Trademarks | $ | 2,490 | $ | (2,490 | ) | $ | — | 0.9 | ||||||||||||
Below-market leases | 5,318 | (1,576 | ) | 3,742 | Customer list | 7,300 | (2,732 | ) | 4,568 | 5 | |||||||||||||||
Total definite lived | 16,488 | (8,827 | ) | 7,661 | Non-compete agreements | 1,380 | (500 | ) | 880 | 4.7 | |||||||||||||||
Trademarks-indefinite lived | 50,100 | — | 50,100 | Below-market leases | 5,318 | (1,143 | ) | 4,175 | 10.4 | ||||||||||||||||
Total intangible assets | $ | 66,588 | $ | (8,827 | ) | $ | 57,761 | | | | | | | | | | | | | | | ||||
Total definite lived | 16,488 | (6,865 | ) | 9,623 | |||||||||||||||||||||
March 29, 2014 | Trademarks—indefinite lived | 50,100 | — | 50,100 | |||||||||||||||||||||
Gross | Accumulated | Net | | | | | | | | | | | | | | | |||||||||
Carrying | Amortization | Total intangible assets | $ | 66,588 | $ | (6,865 | ) | $ | 59,723 | ||||||||||||||||
Amount | | | | | | | | | | | | | | | |||||||||||
Trademarks | $ | 2,490 | $ | (2,490 | ) | $ | — | ||||||||||||||||||
Customer list | 7,300 | (2,732 | ) | 4,568 | |||||||||||||||||||||
Non-compete agreements | 1,380 | (500 | ) | 880 | | | | | | | | | | | | | | | |||||||
Below-market leases | 5,318 | (1,143 | ) | 4,175 | March 30, 2013 | ||||||||||||||||||||
Total definite lived | 16,488 | (6,865 | ) | 9,623 | Gross | Accumulated | Net | Weighted | |||||||||||||||||
Trademarks-indefinite lived | 50,100 | — | 50,100 | carrying | amortization | average | |||||||||||||||||||
Total intangible assets | $ | 66,588 | $ | (6,865 | ) | $ | 59,723 | amount | useful life | ||||||||||||||||
| | | | | | | | | | | | | | ||||||||||||
Amortization expense for intangible assets totaled $0.6 million and $1.0 million for the thirteen weeks ended December 27, 2014 and December 28, 2013, respectively, and $2.0 million and $2.9 million for the thirty-nine weeks ended December 28, 2013, respectively, and is included in selling, general and administrative expenses. | Intangible assets | ||||||||||||||||||||||||
Trademarks | $ | 1,550 | $ | (1,338 | ) | $ | 212 | 1.1 | |||||||||||||||||
As of December 27, 2014, estimated future amortization of intangible assets was as follows (in thousands): | Customer list | 6,700 | (1,292 | ) | 5,408 | 5 | |||||||||||||||||||
Non-compete agreements | 1,200 | (211 | ) | 989 | 4.9 | ||||||||||||||||||||
Fiscal year | Below-market leases | 2,032 | (524 | ) | 1,508 | 6.7 | |||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||||
2015 | $ | 631 | Total definite lived | 11,482 | (3,365 | ) | 8,117 | ||||||||||||||||||
2016 | 2,324 | Trademarks—indefinite lived | 49,900 | — | 49,900 | ||||||||||||||||||||
2017 | 1,772 | | | | | | | | | | | | | | | ||||||||||
2018 | 777 | Total intangible assets | $ | 61,382 | $ | (3,365 | ) | $ | 58,017 | ||||||||||||||||
2019 | 438 | | | | | | | | | | | | | | | ||||||||||
Thereafter | 1,719 | Amortization expense for intangible assets totaled $3.5 million, $2.9 million, $0.4 million and $0.1 million for the periods ended March 29, 2014 and March 30, 2013, the Successor Period, and the Predecessor Period, respectively, and is included in selling, general and administrative expenses. | |||||||||||||||||||||||
Total | $ | 7,661 | As of March 29, 2014, estimated future amortization of intangible assets was as follows (in thousands): | ||||||||||||||||||||||
| | | | | |||||||||||||||||||||
Fiscal year | |||||||||||||||||||||||||
| | | | | |||||||||||||||||||||
2015 | $ | 2,308 | |||||||||||||||||||||||
2016 | 2,225 | ||||||||||||||||||||||||
2017 | 1,993 | ||||||||||||||||||||||||
2018 | 947 | ||||||||||||||||||||||||
2019 | 500 | ||||||||||||||||||||||||
Thereafter | 1,650 | ||||||||||||||||||||||||
| | | | | |||||||||||||||||||||
Total | $ | 9,623 | |||||||||||||||||||||||
| | | | | |||||||||||||||||||||
Accrued_expenses_and_other_cur
Accrued expenses and other current liabilities | 12 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
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 29, | March 30, | |||||||
2014 | 2013 | |||||||
| | | | | | | | |
Accrued compensation | $ | 5,225 | $ | 3,780 | ||||
Deferred revenue—gift cards and layaways | 3,752 | 2,645 | ||||||
Sales tax liability | 2,900 | 1,816 | ||||||
Accrued interest | 1,738 | 1,761 | ||||||
Sales award redemption liability | 1,950 | 1,343 | ||||||
Capital leases—short term | 61 | 43 | ||||||
Other | 5,137 | 3,334 | ||||||
| | | | | | | | |
Total accrued expenses | $ | 20,763 | $ | 14,722 | ||||
| | | | | | | | |
Revolving_credit_facilities_an
Revolving credit facilities and long-term debt | 9 Months Ended | 12 Months Ended | ||||||||
Dec. 27, 2014 | Mar. 29, 2014 | |||||||||
Revolving Credit Facilities and Long-Term Debt | ||||||||||
Revolving credit facilities and long-term debt | 5.Revolving Credit Facilities and Long-Term Debt | 8. Revolving credit facilities and long-term debt | ||||||||
Revolving credit facility (PNC Bank, N.A.) | ||||||||||
Revolving Credit Facility (PNC Bank, N.A.) | On December 11, 2011, the Company obtained a collateral-based revolving line of credit with PNC Bank, N.A. (the "PNC Line of Credit"), which the Company amended on August 31, 2012 and May 31, 2013. These amendments increased the borrowing capacity from $35.0 million to $60.0 million as of May 31, 2013 with a Company option to increase the maximum to $70.0 million. The PNC Line of Credit is to be used for working capital and general corporate purposes, and has a maturity date of May 31, 2018. The available borrowing is based on the collective value of eligible inventory and credit card receivables multiplied by specific advance rates, and is recalculated weekly. The obligations under the PNC Line of Credit are secured by substantially all of the Company's assets. The PNC Line of Credit bears interest at a rate equal to the sum of (1) 0.75% if the average utilization (borrowings plus letters of credit) over the prior calendar quarter is less than 60% of the maximum borrowing capacity or 1.00% if the average utilization is greater than 60% of the maximum borrowing capacity, plus (2) the higher of (a) PNC's publicly announced commercial lending rate or the daily federal funds open rate plus 0.50%, or (b) the London Interbank Offered Rate ("LIBOR") for a period of one month plus 1.00%. The Company can also elect to use the Eurodollar (LIBOR) rate for the applicable interest period term (one, two, three or six months as elected by the Company) plus 0.75% if the average utilization is less than 60% of the maximum borrowing capacity or 1.00% if the average utilization is greater than 60% of the maximum borrowing capacity. As of March 29, 2014, a total of $28.6 million was outstanding under the PNC Line of Credit (including letters of credit) and there was $2.8 million of unused availability under the borrowing base formula. The outstanding borrowings as of March 29, 2014 consisted of $25.0 million outstanding at a rate of 1.91% and $3.6 million outstanding at a rate of 4.0%. | |||||||||
The PNC Line of Credit includes certain financial and nonfinancial covenants. The financial covenants include minimum fixed charge coverage ratio only when "excess availability" falls below specified floor levels, while nonfinancial covenants include restrictions on a number of other activities. As of March 29, 2014, the Company was not subject to the financial covenant based on the "excess availability" test. | ||||||||||
On December 11, 2011, the Company obtained a collateral-based revolving line of credit with PNC Bank, N.A. (the ‘‘PNC Line of Credit’’), which the Company amended on August 31, 2012 and May 31, 2013. The PNC Line of Credit includes a $5.0 million sub-limit for letters of credit. Subject to certain terms and conditions, PNC Bank, N.A. is committed to increase the facility by an additional $10.0 million at our request. On April 15, 2014, the Company amended the PNC Line of Credit to increase the borrowing capacity from $60.0 million to up to $70.0 million. On November 5, 2014, the Company amended the PNC Line of Credit to (a) permit certain addbacks to the definition of Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) relating to expenses incurred in connection with the Company’s recently completed IPO and the preparation of the PNC Line of Credit amendment, (b) revise the “Change of Control” definition and the covenant restricting certain equity issuances to be more customary for a publicly traded company, (c) delete the equity cure provisions and (d) change the financial statement reporting requirements, and timing to align with the Securities and Exchange Commission disclosure requirements. All other material terms of the PNC Line of Credit remained unchanged following each of the amendments. | $100 million term loan due May 2019 (Golub Capital LLC) | |||||||||
The Company entered into a loan and security agreement with Golub Capital LLC on May 31, 2013, as amended by the first amendment to term loan and security agreement dated September 23, 2013 (the "Golub Loan"). The Golub Loan consists of a term loan facility of $100.0 million. As of March 29, 2014, the outstanding balance on the Golub Loan was $99.5 million. The obligations under the Golub Loan are secured by substantially all of the Company's assets. The principal of the Golub Loan is payable in quarterly installments of $250,000 beginning on September 30, 2013 and ending on the maturity date of the term loan, which is May 31, 2019. The balance of the unpaid principal will be paid on the maturity date. | ||||||||||
The PNC Line of Credit is to be used for working capital and general corporate purposes, and has a maturity date of May 31, 2018. The available borrowing under the PNC Line of Credit is based on the collective value of eligible inventory and credit card receivables multiplied by specific advance rates, and is recalculated monthly. The PNC Line of Credit bears interest at (1) 0.75% if the amount of borrowings are less than 60% of the maximum borrowing capacity or 1.00% if the total borrowings are greater than 60% of the maximum borrowing capacity, plus (2) the highest of the bank’s public lending rate, federal funds open rate plus 0.50%, or the LIBOR rate for a period of one month plus 1.00%. The Company can also elect to use the Eurodollar rate plus 0.75% if the amount of borrowings is less than 60% of the maximum borrowing capacity or 1.00% if the total borrowings are greater than 60% of the maximum borrowing capacity. As of December 27, 2014, the total amount available to borrow was $38.0 million and the outstanding balance was $32.0 million. The outstanding borrowings as of December 27, 2014 consisted of $30.0 million outstanding at a rate of 1.91% and $2.0 million outstanding at a rate of 4.0%. Total interest expense incurred on the PNC Line of Credit for the thirteen and thirty-nine weeks ended December 27, 2014 was $0.9 million and $1.5 million, respectively. | Interest on the Golub Loan is paid quarterly beginning on September 30, 2013. The Golub Loan bears interest calculated on either a base rate or the LIBOR rate. The base rate is a floating interest rate that is the sum of 4.75% plus the higher of (1) the prime rate, (2) the one-month LIBOR Rate plus 1% with a LIBOR floor of 1.25% or (3) the Federal Funds rate, plus 50 basis points. The LIBOR Rate is 5.75%, plus the LIBOR rate for a period of one, two, three, six, or, if available to all lenders, nine or 12 months (with a LIBOR floor of 1.25%), as elected by the Company. Interest is payable quarterly in arrears on the last day of each quarter. Interest charges are computed on the actual principal outstanding. As of March 29, 2014, the interest rate on the Golub Loan was 7.0%. Total interest expense incurred on the Golub Loan was $5.9 million for fiscal 2014. | |||||||||
The Golub Loan requires the Company to meet certain financial and non-financial covenants. Financial covenants include a minimum interest coverage ratio and a maximum total leverage ratio. In addition, the term loan agreement also limits the amount that we can spend on capital expenditures per year. The Company was in compliance with all of its financial covenants as of March 29, 2014. The Golub Loan also requires that 50% of the Company's annual excess cash flow be used to make prepayments of outstanding loan amounts. The Company is also subject to early termination fees in certain instances of voluntary prepayments of the Golub Loan in excess of $10.0 million. | ||||||||||
The PNC Line of Credit includes certain financial and nonfinancial covenants. The financial covenants include a minimum fixed charge coverage ratio only when ‘‘excess availability’’ falls below specified floor levels, while nonfinancial covenants include restrictions on a number of other activities. The Company was in compliance with its financial and non-financial covenants as of December 27, 2014. | If there is an event of default under the Golub Loan, the principal and the interest accrued thereon may be declared immediately due and payable, subject to certain conditions set forth in the Golub Loan. Events of default under the Golub Loan include, but are not limited to, the Company becoming delinquent in making certain payments due under the Golub Loan, the Company incurring events of default with respect to certain other indebtedness or obligations, the Company undergoing a change in control or the Company becoming subject to certain bankruptcy proceedings or orders. As of March 29, 2014, no events of default had occurred. | |||||||||
7.5% term loan (PNC Bank, N.A.) | ||||||||||
Term Loan Due May 2019 (Golub Capital LLC) | The Company entered into a loan and security agreement with PNC Bank N.A. on December 11, 2011, as amended by the first amendment to term loan agreement dated August 31, 2012 (the "PNC Term Loan"). The PNC Term Loan consisted of a term loan facility of $20.0 million. Interest accrued on outstanding amounts under the PNC Term Loan at the rate of 7.5% per annum, due monthly. Effective October 1, 2012, monthly principal payments of $166,667 were required. In May 2013, the Company converted all outstanding amounts on the PNC Term Loan to borrowings under the PNC Line of Credit. | |||||||||
12.5% senior subordinated term loans (related party term loans) | ||||||||||
The Company entered into a loan and security agreement with Golub Capital LLC on May 31, 2013, as amended by the first amendment to term loan and security agreement dated September 23, 2013 (the “Golub Loan”). On April 14, 2014, the Company entered into an amended and restated term loan and security agreement for the Golub Loan. The amended and restated loan and security agreement increased the borrowings on the Golub Loan from $99.2 million to $130.0 million, with the proceeds used to fund a portion of the $41.3 million dividend to stockholders and cash payment to holders of vested options that was paid in April 2014. See Note 6, “Stock-Based Compensation”. On November 5, 2014, the Company amended the Golub Loan to (a) permit certain addbacks to the definition of EBITDA relating to expenses incurred in connection with the Company’s recently completed IPO and the preparation of the Golub Loan amendment, (b) revise the “Change of Control” definition and the covenant restricting certain equity issuances to be more customary for a publicly traded company, (c) delete the equity cure provisions and (d) change the financial statement deliverable requirements, and timing to align with the Securities and Exchange Commission disclosure requirements. In addition, the Golub amendment reduced the applicable LIBOR Floor to from 1.25% to 1.00% which changed the current interest rate from 7.00% to 6.75%. All other material terms of the Golub Loan remained unchanged following each of the amendments. | On December 11, 2011, the Company obtained senior subordinated term loans from certain subordinated lenders, in the aggregate amount of $25.0 million, bearing interest at the rate of 12.5%, due quarterly. The subordinated lenders are related parties. On August 31, 2012, the Company borrowed an additional $25.5 million from the subordinated lenders. As of March 30, 2013, the outstanding balance of the loans was $50.5 million. See Note 14 "Related party transactions". In connection with the closing of the Golub Loan in May 2013, the Company paid off all outstanding amounts on its senior subordinated term loans. | |||||||||
The Company incurred approximately $3.4 million of deferred loan fees related to the issuance of the Golub Loan and the PNC Line of Credit, which are being amortized to interest expense using the effective interest method over the term of the loan through May 31, 2019. The remaining balance of deferred loan fees as of March 29, 2014 is $2.9 million. | ||||||||||
The obligations under the Golub Loan are secured by substantially all of the Company’s assets and the Company’s guarantors’ assets. A provision allowing the Company to conduct an initial public offering was also added to the amended and restated loan and security agreement. Effective with the principal payment due on December 31, 2014, principal is payable in quarterly installments of $119,953 made each calendar quarter and ending on the maturity date of May 31, 2019, with the remaining balance due at maturity, as well as certain customary mandatory prepayments at the lender’s discretion, including a specified portion of annual “excess cash flow”, as defined in the Golub Loan agreement. All other material terms of the Golub Loan remain unchanged from the May 31, 2013 Golub Loan. The outstanding balance of the Golub Loan was $47.4 million at December 27, 2014. | Aggregate contractual maturities for the Company's line of credit and long-term debt as of March 29, 2014 are as follows (in thousands): | |||||||||
Interest on the Golub Loan is paid quarterly and is calculated on either a base rate or the LIBOR rate. The base rate is a floating interest rate that is the sum of 4.75% plus the higher of (1) the prime rate, (2) the one-month LIBOR rate plus 1% with a LIBOR floor of 1.25% or (3) the Federal Funds rate, plus 50 basis points. The LIBOR rate is 5.75%, plus the LIBOR rate for a period of one, two, three, six, or, if available to all lenders, nine or 12 months (with a LIBOR floor of 1.25% prior to the most recent amendment, and currently 1.0%), as elected by the Company. Interest is payable quarterly in arrears on the last day of each quarter. Interest charges are computed on the actual principal outstanding. As of December 27, 2014, the interest rate on the Golub Loan was 6.75%. Total interest expense incurred on the Golub Loan was $1.4 million and $6.0 million for the thirteen and thirty-nine weeks ended December 27, 2014, respectively. | ||||||||||
| | | | | ||||||
The Golub Loan requires the Company to meet certain financial and non-financial covenants. Financial covenants include a minimum interest coverage ratio and a maximum total leverage ratio. In addition, the loan agreement also limits the amount that the Company can spend on capital expenditures per year. The Golub Loan also requires, at the lender’s discretion, that 50% of the Company’s excess cash flow, as defined in the Golub Loan agreement, be used to make prepayments of outstanding loan amounts. The Company is also subject to early termination fees in certain instances of voluntary prepayments of the Golub Loan in excess of $10.0 million. The Company was in compliance with all of its financial and non-financial covenants as of December 27, 2014. | Fiscal year | |||||||||
| | | | | ||||||
If there is an event of default under the Golub Loan, the principal and the interest accrued thereon may be declared immediately due and payable, subject to certain conditions set forth in the amended and restated term loan and security agreement. Events of default under the Golub Loan include, but are not limited to, the Company becoming delinquent in making certain payments due under the Golub Loan, the Company incurring certain events of default with respect to other indebtedness or obligations, the Company undergoing a change in control or the Company becoming subject to certain bankruptcy proceedings or orders. As of December 27, 2014, no events of default had occurred. | 2015 | $ | 1,000 | |||||||
2016 | 1,000 | |||||||||
Principal Payment On Golub Loan | 2017 | 1,000 | ||||||||
2018 | 1,000 | |||||||||
On November 5, 2014, the Company used $81.9 million of the net proceeds from the IPO to repay a portion of the principal balance on the Golub Loan. The Company incurred a pre-payment penalty of $0.6 million and accelerated amortization of deferred loan fees of $1.7 million, which was recorded to interest expense during the thirteen weeks ended December 27, 2014. | 2019 | 29,624 | ||||||||
Thereafter | 94,500 | |||||||||
$20 Million Term Loan (PNC Bank, N.A.) | | | | | | |||||
Total | $ | 128,124 | ||||||||
The Company entered into a loan and security agreement with PNC Bank N.A. on December 11, 2011, as amended by the first amendment to term loan agreement dated August 31, 2012 (the “PNC Term Loan”). The PNC Term Loan included a term loan facility of $20.0 million. Interest accrued on outstanding amounts under the PNC Term Loan at the rate of 7.5% per annum, due monthly. Effective October 1, 2012, monthly principal payments of $166,667 were required. In connection with the closing of the Golub Loan in May 2013, the Company converted all outstanding amounts on the PNC Term Loan to borrowings under the PNC Line of Credit. | | | | | | |||||
Senior Subordinated Term Loans (Related Party Term Loans) | ||||||||||
On December 11, 2011, the Company obtained senior subordinated term loans from certain subordinated lenders, in the aggregate amount of $25.0 million, bearing interest at the rate of 12.5%, due quarterly. The subordinated lenders were related parties. On August 31, 2012, the Company borrowed an additional $25.5 million from the subordinated lenders. See Note 9, “Related Party Transactions”. In connection with the closing of the Golub Loan in May 2013, the Company paid off all outstanding amounts on its senior subordinated term loans. | ||||||||||
Deferred Loan Fees | ||||||||||
The Company incurred approximately $4.1 million of deferred loan fees related to the issuance of the Golub Loan and the PNC Line of Credit, which are being amortized to interest expense using the effective interest method over the term of the loan through May 31, 2019. The remaining balance of deferred loan fees as of December 27, 2014 is $1.4 million, and is included in prepaid expenses and other current assets (current portion) and other assets (long-term portion) on the condensed consolidated balance sheet. | ||||||||||
Aggregate Contractual Maturities | ||||||||||
Aggregate contractual maturities for the Company’s line of credit and long-term debt as of December 27, 2014 | ||||||||||
are as follows (in thousands): | ||||||||||
Fiscal year | ||||||||||
2015 | $ | 120 | ||||||||
2016 | 480 | |||||||||
2017 | 480 | |||||||||
2018 | 480 | |||||||||
2019 | 32,523 | |||||||||
Thereafter | 45,408 | |||||||||
Total | $ | 79,491 | ||||||||
Stockbased_compensation
Stock-based compensation | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Dec. 27, 2014 | Mar. 29, 2014 | |||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||
Stock-based Compensation | 6.Stock-Based Compensation | 9. Stock-based compensation | ||||||||||||||||||||||||
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 to purchase up to a total of 3,750,000 shares of common stock. As of March 29, 2014, all awards granted by the Company 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. | ||||||||||||||||||||||||||
Equity Incentive Plans | For the year ended March 29, 2014, the Company granted certain members of management with options to purchase a total of 312,500 shares of common stock under the 2011 Plan. The total grant date fair value of stock options granted in fiscal years 2014 and 2013 and the Successor Period was $2.1 million, $3.5 million and $4.4 million, respectively, before applying an estimated forfeiture rate, with grant date fair values ranging from $6.64 to $6.92 per share in fiscal 2014, $3.43 to $4.31 per share in fiscal 2013, and $1.60 to $2.26 per share in the Successor Period. There were no stock options granted in the Predecessor Period. The Company is recognizing the expense relating to these stock options, net of estimated forfeitures, on a straight-line basis over the five-year service period of the awards. The exercise prices of these awards range between $4.00 and $11.21 and have a weighted-average fair value of $6.82 per share, $3.87 per share, and $1.93 per share for the fiscal years ended March 2014, March 30, 2013 and the Successor Period, respectively. | |||||||||||||||||||||||||
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's estimate of pre-vesting forfeitures, or forfeiture rate, was based on its internal analysis, which included the award recipients' positions within the Company and the vesting period of the awards. The Company will issue shares of common stock when the options are exercised. | ||||||||||||||||||||||||||
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 to purchase up to a total of 3,750,000 shares of common stock. As of December 27, 2014, all awards granted by the Company 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. | 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 market value per share was $11.40 and $7.47 at March 29, 2014 and March 30, 2013, respectively. The following table summarizes the stock award activity for the fiscal year ended March 29, 2014 (aggregate intrinsic value in thousands): | |||||||||||||||||||||||||
On October 19, 2014, the Company approved the 2014 Equity Incentive Plan (the “2014 Plan”). The 2014 Plan authorizes the Company to issue awards to employees, consultants and directors with respect to a total of 1,600,000 shares of common stock, par value $0.0001 per share. All awards granted by the Company to date have been nonqualified stock options or restricted stock awards. | ||||||||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||
Pro Rata Cash Dividend, Cash Payment to Holders of Vested Options and Adjustment to Exercise Price of Unvested Options | Stock | Grant date | Weighted | Aggregate | ||||||||||||||||||||||
options | weighted | average | intrinsic | |||||||||||||||||||||||
On April 11, 2014, the Company declared and subsequently paid a pro rata cash dividend to its stockholders totaling $39.9 million, made a cash payment of $1.4 million to holders of vested options, and lowered the exercise price of 1,918,550 unvested options by $2.00 per share. The cash payments totaling $41.3 million reduced retained earnings to zero and reduced additional paid-in capital by $39.7 million. The 2011 Plan has nondiscretionary antidilution provisions that require the fair value of the option awards to be equalized in the event of an equity restructuring. Consequently, the board of directors of the Company was obligated under the antidilution provisions to approve the reduction of the exercise price on the unvested options and make the cash payment to the holders of vested options. No incremental stock-based compensation expense was recognized for the dividend for the vested options or reduction in exercise price for the unvested options. | average | remaining | value | |||||||||||||||||||||||
exercise price | contractual | |||||||||||||||||||||||||
Non-Qualified Stock Options | life (in years) | |||||||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||
During the thirteen and thirty-nine weeks ended December 27, 2014, the Company granted certain members of management options to purchase a total of 124,650 shares (all under the 2014 Plan) and 237,500 shares of common stock, respectively. The total grant date fair value of stock options granted during the thirteen and thirty-nine weeks ended December 27, 2014 was $0.9 million and $2.4 million, respectively, with grant date fair values ranging from $6.08 to $7.79 per share. The Company is recognizing the expense relating to these stock options on a straight-line basis over the five-year service period of the awards. The exercise prices of these awards range between $9.40 and $16.00 per share. | Outstanding at March 30, 2013 | 2,202,500 | $ | 7.09 | ||||||||||||||||||||||
Granted | 312,500 | $ | 9.53 | |||||||||||||||||||||||
On October 29, 2014, the Company granted its Chief Executive Officer (“CEO”) options to purchase 99,650 shares of common stock under the 2014 Plan. These options contain both service and market conditions. Vesting of the options occurs if the market price of the Company’s stock achieves stated targets through the third anniversary of the date of grant. If those market price targets are achieved, the options will vest in equal amounts on the third, fourth and fifth anniversaries of the grant date. The fair value of the options was estimated using a Monte Carlo simulation model. The following significant assumptions were used as of October 29, 2014: | Canceled, forfeited or expired | — | $ | — | ||||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||
Stock price | $ | 16.00 | Outstanding at March 29, 2014 | 2,515,000 | $ | 7.40 | 8.3 | $ | 10,072 | |||||||||||||||||
Exercise price | $ | 16.00 | | | | | | | | | | | | | | | ||||||||||
Expected option term | 6.0 years | Vested and expected to vest at March 29, 2014 | 2,515,000 | $ | 7.40 | 8.3 | $ | 10,072 | ||||||||||||||||||
Expected volatility | 55.0 | % | | | | | | | | | | | | | | | ||||||||||
Risk-free interest rate | 1.8 | % | Exerciseable at March 29, 2014 | 721,450 | $ | 6.45 | 7.9 | $ | 3,570 | |||||||||||||||||
Expected annual dividend yield | 0 | % | | | | | | | | | | | | | | | ||||||||||
Stock-based compensation expense was $1.3 million, $0.8 million and $0.1 million for the fiscal years ended March 29, 2014 and March 30, 2013 and the Successor Period, respectively. There was no stock-based compensation expense in the Predecessor Period. Stock-based compensation expense of $0.2 million and $0.2 million was recorded as cost of goods sold in the fiscal years ended March 29, 2014 and March 30, 2013, respectively. All other stock-based compensation expense is included in selling, general and administrative expenses. As of March 29, 2014, there was $5.8 million of total unrecognized stock-based compensation expense related to unvested stock options. This cost has a weighted average remaining recognition period of 2.4 years. | ||||||||||||||||||||||||||
During the thirteen and thirty-nine weeks ended December 28, 2013, the Company granted certain members of management options to purchase a total of 112,500 shares and 312,500 shares of common stock, respectively, under the 2011 Plan. The total grant date fair value of the stock options during the thirteen and thirty-nine weeks ended December 28, 2013 was $0.7 million and $2.1 million, respectively, with grant date fair values ranging from $6.64 to $6.92 per share. The Company is recognizing the expense relating to these stock option on a straight-line basis over the five-year service period of the awards. The exercise prices of these awards range between $7.18 and $8.16 per share. | The fair values of stock options granted in fiscal years 2014, 2013 and the Successor Period were estimated on the grant dates using the following assumptions: | |||||||||||||||||||||||||
The fair values of stock options granted during the thirteen and thirty-nine weeks ended December 27, 2014 and December 28, 2013 were estimated on the grant dates using the following assumptions: | ||||||||||||||||||||||||||
| | | | | | | ||||||||||||||||||||
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | Fiscal year ended | ||||||||||||||||||||||||
December 27, | December 28, | December 27, | December 28, | March 29, | March 30, | March 31, | ||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2012 | ||||||||||||||||||||
| | | | | | | ||||||||||||||||||||
Expected option term(1) | 6.5 years | 6.5 years | 6.5 years | 6.5 years | Expected option term(1) | 6.5 years | 6.5 years | 6.5 years | ||||||||||||||||||
Expected volatility factor(2) | 38.6% - 55.0% | 56.0% | 38.6% - 56.0% | 56.0% | Expected volatility factor(2) | 56% | 58% | 56% | ||||||||||||||||||
Risk-free interest rate(3) | 1.7% - 1.8% | 1.9% | 1.7% - 2.0% | 1.9% - 2.0% | Risk-free interest rate(3) | 1.91% - 2.03% | 1.01% | 2.37% | ||||||||||||||||||
Expected annual dividend yield(4) | 0% | 0% | 0% | 0% | Expected annual dividend yield(4) | 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. | ||||||||||||||||||||||||||
-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. | ||||||||||||||||||||||||
-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 as the expected life of the stock option as of the grant date. | ||||||||||||||||||||||||
-3 | The risk-free interest rate is determined using the rate on treasury securities with the same term. | (4) The board of directors paid a dividend to stockholders in April 2014 (See Note 16 "Subsequent events"). The Company's board of directors does not plan to pay cash dividends in the foreseeable future. Consequently, we used an expected dividend yield of zero. | ||||||||||||||||||||||||
-4 | The board of directors paid a dividend to stockholders in April 2014. The Company’s board of directors does not plan to pay cash dividends in the foreseeable future. Consequently, the Company used an expected dividend yield of zero. | A summary of the status of non-vested stock options as of March 29, 2014 and changes during fiscal 2014 is presented below: | ||||||||||||||||||||||||
The stock option awards discussed above, with the exception of options awarded to the Company’s CEO on October 29, 2014, 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’s estimate of pre-vesting forfeitures, or forfeiture rate, was based on its internal analysis, which included the award recipients’ positions within the Company and the vesting period of the awards. The Company will issue shares of common stock when the options are exercised. | ||||||||||||||||||||||||||
| | | | | | | | |||||||||||||||||||
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 market value per share at December 27, 2014 was $18.42. The following table summarizes the stock award activity for the thirty-nine weeks ended December 27, 2014 (aggregate intrinsic value in thousands): | Shares | Weighted- | ||||||||||||||||||||||||
average | ||||||||||||||||||||||||||
Grant Date | Weighted | grant date | ||||||||||||||||||||||||
Weighted- | Average | fair value | ||||||||||||||||||||||||
Average | Remaining | Aggregate | | | | | | | | | ||||||||||||||||
Stock | Exercise | Contractual | Intrinsic | Nonvested at March 30, 2013 | 1,915,125 | $ | 1.56 | |||||||||||||||||||
Options | Price(1) | Life (in Years) | Value | Granted | 312,500 | $ | 6.82 | |||||||||||||||||||
Vested | (434,075 | ) | $ | 2.73 | ||||||||||||||||||||||
Outstanding at March 29, 2014 | 2,515,000 | $ | 5.97 | Nonvested shares forfeited | — | $ | — | |||||||||||||||||||
Granted | 362,150 | $ | 12.21 | | | | | | | | | |||||||||||||||
Cancelled, forfetied or expired | — | $ | — | Nonvested at March 29, 2014 | 1,793,550 | $ | 3.55 | |||||||||||||||||||
Outstanding at December 27, 2014 | 2,877,150 | $ | 6.76 | 7.7 | $ | 33,556 | | | | | | | | | ||||||||||||
Vested and expected to vest at December 27, 2014 | 2,877,150 | $ | 6.76 | 7.7 | $ | 33,556 | ||||||||||||||||||||
Exerciseable at December 27, 2014 | 962,850 | $ | 6.61 | 7.4 | $ | 11,372 | ||||||||||||||||||||
-1 | The grant date weighted-average exercise price reflects the reduction of the exercise price by $2.00 per share for the 1,918,550 unvested options that were part of the April 2014 dividend discussed above. | |||||||||||||||||||||||||
A summary of the status of non-vested stock options as of December 27, 2014 and changes during the thirty-nine weeks ended December 27, 2014 is presented below: | ||||||||||||||||||||||||||
Weighted- | ||||||||||||||||||||||||||
Average | ||||||||||||||||||||||||||
Grant Date | ||||||||||||||||||||||||||
Shares | Fair Value | |||||||||||||||||||||||||
Nonvested at March 29, 2014 | 1,793,550 | $ | 3.55 | |||||||||||||||||||||||
Granted | 362,150 | $ | 6.55 | |||||||||||||||||||||||
Vested | (241,400 | ) | $ | 4.63 | ||||||||||||||||||||||
Nonvested shares forfeited | — | $ | — | |||||||||||||||||||||||
Nonvested at December 27, 2014 | 1,914,300 | $ | 3.98 | |||||||||||||||||||||||
Restricted Stock Awards | ||||||||||||||||||||||||||
During the thirteen and thirty-nine weeks ended December 27, 2014, the Company granted 30,313 restricted shares of common stock to various employees and one member of its Board of Directors 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 member of the Board of Directors vest in full upon the one-year anniversary of the date of grant, provided that the Board member continues to serve of the Board of Directors through that date. The grant date fair value of these awards totaled $0.5 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 $0.5 million and $0.3 million for the thirteen weeks ended December 27, 2014 and December 28, 2013, respectively and $1.5 million and $0.9 million for the thirty-nine weeks ended December 27, 2014 and December 28, 2013, respectively. Stock-based compensation expense of $0.1 million was recorded in cost of goods sold in the condensed consolidated statements of operations for each of the thirteen weeks ended December 27, 2014 and December 28, 2013, respectively, and $0.3 million and $0.2 million for the thirty-nine weeks ended December 27, 2014 and December 28, 2013, respectively. All other stock-based compensation expense is included in selling, general and administrative expenses in the condensed consolidated statements of operations. As of December 27, 2014, there was $7.3 million of total unrecognized stock-based compensation expense related to unvested stock options and restricted stock awards. This cost has a weighted-average remaining recognition period of 2.2 years. | ||||||||||||||||||||||||||
Commitments_and_contingencies
Commitments and contingencies | 9 Months Ended | 12 Months Ended |
Dec. 27, 2014 | Mar. 29, 2014 | |
Commitments and Contingencies. | ||
Commitments and contingencies | 7.Commitments and Contingencies | 10. Commitments and contingencies |
The Company has employment agreements with two key officers of the Company. One of the employment agreements expires in November 2015. This agreement automatically renews for successive one year terms and will continue to do so unless otherwise terminated. The other employment agreement does not expire. The employee agreements provide for minimum salary levels and incentive bonuses that are payable under certain business conditions, as well as guaranteed payments in the event of termination or employment in certain circumstances. The future amounts payable under these employment agreements have not been recorded in the consolidated financial statements as of March 29, 2014 and March 30, 2013. | ||
As of December 27, 2014, the Company had employment agreements with three key officers of the Company. One of the employment agreements expires in November 2015. This agreement automatically renews for successive one-year terms and will continue to do so unless otherwise terminated. The two other employment agreements do not expire. These employment agreements, together with a letter agreement between one of these officers and the Company, provide for minimum salary levels and incentive bonuses that are payable under certain business conditions, as well as guaranteed payments in the event of termination of employment in certain circumstances. The future amounts payable under these employment agreements and letter agreement have not been recorded in the condensed consolidated financial statements as of December 27, 2014 and March 29, 2014. | 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. 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 consolidated balance sheets as the impact is expected to be immaterial. | ||
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. 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, cash flows 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, statements of operations or cash flows as the impact is expected to be immaterial. | ||
Leases
Leases | 12 Months Ended | ||||||||||
Mar. 29, 2014 | |||||||||||
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 29, 2014 (in thousands): | |||||||||||
| | | | | | | | | | | |
Fiscal year | Related | Other | Total | ||||||||
party(1) | |||||||||||
| | | | | | | | | | | |
2015 | $ | 190 | $ | 19,442 | $ | 19,632 | |||||
2016 | 195 | 16,626 | 16,821 | ||||||||
2017 | 199 | 14,088 | 14,287 | ||||||||
2018 | 101 | 12,272 | 12,373 | ||||||||
2019 | — | 9,318 | 9,318 | ||||||||
Thereafter | — | 23,971 | 23,971 | ||||||||
| | | | | | | | | | | |
Total | $ | 685 | $ | 95,717 | $ | 96,402 | |||||
| | | | | | | | | | | |
(1) See Note 14 "Related party transactions". | |||||||||||
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 store operating leases was $25.0 million, $17.0 million, $3.9 million and $8.1 million for the fiscal years ended March 29, 2014 and March 30, 2013, the Successor Period and the Predecessor Period, respectively, and includes common area maintenance and contingent rent payments. | |||||||||||
Capital leases | |||||||||||
As of March 29, 2014, the Company had nine non-cancelable capital leases with principal and interest payments due monthly. The gross value of assets under capital lease arrangements totals $0.2 million and is included as property and equipment in the consolidated balance sheets. Accumulated depreciation of these assets totaled $0.1 million as of March 29, 2014. The interest rates range from 0% to 12.0%. As of March 29, 2014, future minimum capital lease payments are as follows (in thousands): | |||||||||||
| | | | | |||||||
Fiscal year | |||||||||||
| | | | | |||||||
2015 | $ | 61 | |||||||||
2016 | 23 | ||||||||||
2017 | 4 | ||||||||||
| | | | | |||||||
Total minimum lease payments | 88 | ||||||||||
| | | | | |||||||
Less: Amount representing interest | (4 | ) | |||||||||
| | | | | |||||||
Present value of minimum lease payments | 84 | ||||||||||
Less: Current portion | (61 | ) | |||||||||
| | | | | |||||||
Long-term portion | $ | 23 | |||||||||
| | | | | |||||||
Long-term lease related liabilities are as follows: | |||||||||||
| | | | | | | | ||||
March 29, | March 30, | ||||||||||
2014 | 2013 | ||||||||||
| | | | | | | | ||||
Above-market leases | $ | 266 | $ | 412 | |||||||
Deferred rent—long-term | 2,123 | 1,043 | |||||||||
Long-term portion of capital lease obligation | 23 | 45 | |||||||||
| | | | | | | | ||||
Total other liabilities | $ | 2,412 | $ | 1,500 | |||||||
| | | | | | | | ||||
Defined_contribution_plan
Defined contribution plan | 12 Months Ended |
Mar. 29, 2014 | |
Defined contribution plan | |
Defined contribution plan | 12. Defined contribution plan |
The Boot Barn 401(k) Plan (the "401(k) Plan") is a qualified plan under Section 401(k) of the Internal Revenue Code. The 401(k) Plan covers all employees that work a minimum of 1,000 hours per year and have been employed by the Company for at least one year. Contributions to the plan are based on certain criteria as defined in the agreement, governing the 401(k) Plan. Participating employees are allowed to contribute up to the statutory maximum set by the Internal Revenue Service. The Company provides a safe harbor matching contribution that matches 100% of employee contributions up to 3% of their respective wages and then 50% of further contributions up to 5% of their respective wages. Contributions to the plan and charges to selling, general and administrative expenses were $0.3 million, $0.2 million, $0.1 million and $0.1 million for the fiscal years ended March 29, 2014, March 30, 2013, the Successor Period and the Predecessor Period, respectively. | |
Income_taxes
Income taxes | 9 Months Ended | 12 Months Ended | |||||||||||||
Dec. 27, 2014 | Mar. 29, 2014 | ||||||||||||||
Income Taxes | |||||||||||||||
Income taxes | 8.Income Taxes | 13. Income taxes | |||||||||||||
Income tax expense (benefit) consisted of the following: | |||||||||||||||
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 provision for income taxes is based on the current estimate of the annual effective tax rate and is adjusted as necessary for discrete events occurring in a particular period. The effective income tax rate was 36.0% and 38.4% for the thirteen weeks ended December 27, 2014 and December 28, 2013, respectively, and 37.9% and 39.2% for the thirty-nine weeks ended December 27, 2014 and December 28, 2013, respectively. The effective tax rates for the thirteen and thirty-nine weeks ended December 27, 2014 are lower than their comparable periods in fiscal 2014 due to discrete items recognized in the first and third quarters of fiscal 2015 relating to return to provision adjustments. Because management believes that it is more likely than not that the Company will realize the full amount of the net deferred tax assets, the Company has not recorded any valuation allowance for the deferred tax assets. | | | | | | | | | | | | | | | |
Fiscal year ended | |||||||||||||||
The Company’s policy is to accrue interest and penalties related to unrecognized tax benefits as a component of income tax expense. At December 27, 2014, the Company had no accrued liability for penalties and interest. | (in thousands) | March 29, | March 30, | (Successor) | (Predecessor) | ||||||||||
2014 | 2013 | December 12, 2011 | April 3, 2011 to | ||||||||||||
The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. At December 27, 2014 the Company is not aware of tax examinations (current or potential) in any tax jurisdictions. | to March 31, 2012 | December 11, 2011 | |||||||||||||
| | | | | | | | | | | | | | ||
Current: | |||||||||||||||
Federal | $ | 4,510 | $ | 1,148 | $ | 2,004 | $ | (17 | ) | ||||||
State | 685 | 314 | 463 | 71 | |||||||||||
| | | | | | | | | | | | | | ||
Total current | 5,195 | 1,462 | 2,467 | 54 | |||||||||||
Deferred: | |||||||||||||||
Federal | (1,536 | ) | (530 | ) | (2,873 | ) | (102 | ) | |||||||
State | (338 | ) | (106 | ) | (641 | ) | (87 | ) | |||||||
| | | | | | | | | | | | | | ||
Total deferred | (1,874 | ) | (636 | ) | (3,514 | ) | (189 | ) | |||||||
| | | | | | | | | | | | | | ||
Total income tax expense (benefit) | $ | 3,321 | $ | 826 | $ | (1,047 | ) | $ | (135 | ) | |||||
| | | | | | | | | | | | | | ||
The reconciliation between the Company's effective tax rate on income from operations and the statutory tax rate is as follows: | |||||||||||||||
| | | | | | | | | | | | | | ||
Fiscal year ended | |||||||||||||||
March 29, | March 30, | (Successor) | (Predecessor) | ||||||||||||
2014 | 2013 | December 12, 2011 | April 3, 2011 to | ||||||||||||
to March 31, 2012 | December 11, 2011 | ||||||||||||||
| | | | | | | | | | | | | | ||
Expected provision at statutory U.S. federal tax rate | 34.00% | 34.00% | 34.00% | 34.00% | |||||||||||
State and local income taxes, net of federal tax benefit | 4.5 | 4.2 | 2 | 1.5 | |||||||||||
Change in tax rates | (0.1 | ) | (2.9 | ) | — | — | |||||||||
State credits | (1.8 | ) | — | — | — | ||||||||||
Acquisition costs | — | 20 | (17.4 | ) | (18.7 | ) | |||||||||
Other | 0.4 | (0.5 | ) | (0.1 | ) | 0.2 | |||||||||
| | | | | | | | | | | | | | ||
Effective tax rate | 37.00% | 54.80% | 18.50% | 17.00% | |||||||||||
| | | | | | | | | | | | | | ||
Differences between the effective tax rate and the statutory rate relate primarily to state taxes and acquisition costs. | |||||||||||||||
Deferred taxes reflect the net tax effects of the temporary differences between the carrying amount of assets and liabilities for financial reporting and the amount used for income tax purposes. Significant components of the Company's net deferred tax assets as of March 29, 2014 and March 30, 2013 consisted of the following (in thousands): | |||||||||||||||
| | | | | | | | ||||||||
March 29, | March 30, | ||||||||||||||
2014 | 2013 | ||||||||||||||
| | | | | | | | ||||||||
Deferred tax assets: | |||||||||||||||
State taxes | $ | 1,002 | $ | 972 | |||||||||||
Accrued liabilities | 813 | 381 | |||||||||||||
Award program liabilities | 787 | 542 | |||||||||||||
Deferred revenue | 434 | 277 | |||||||||||||
Inventory | 2,997 | 1,565 | |||||||||||||
Stock options | 879 | 358 | |||||||||||||
Other | 257 | 171 | |||||||||||||
| | | | | | | | ||||||||
Total deferred tax assets | 7,169 | 4,266 | |||||||||||||
| | | | | | | | ||||||||
Deferred tax liabilities: | |||||||||||||||
Depreciation and amortization | (22,084 | ) | (21,037 | ) | |||||||||||
Prepaid expenses | (297 | ) | (315 | ) | |||||||||||
| | | | | | | | ||||||||
Total deferred tax liabilities | (22,381 | ) | (21,352 | ) | |||||||||||
| | | | | | | | ||||||||
Deferred income taxes, net | $ | (15,212 | ) | $ | (17,086 | ) | |||||||||
| | | | | | | | ||||||||
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 at this time no valuation allowance is required. The Company will continue to evaluate the need for a valuation allowance at each period end. | |||||||||||||||
The Company applies ASC 740, which contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments. At March 29, 2014 and March 30, 2013, no amounts were necessary to be recorded for any unrecognized tax liabilities nor any tax benefits. | |||||||||||||||
The Company's policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. To the extent that accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision in the period that such determination is made. The Company does not have any accrued interest or penalties associated with any unrecognized tax benefits as of March 29, 2014 and March 30, 2013. | |||||||||||||||
The major jurisdictions in which the Company files income tax returns include the U.S. federal jurisdiction, as well as various state jurisdictions within the U.S. The Company's fiscal years 2010 through 2014 returns are subject to examination by the U.S. federal and various state tax authorities. | |||||||||||||||
Related_party_transactions
Related party transactions | 9 Months Ended | 12 Months Ended |
Dec. 27, 2014 | Mar. 29, 2014 | |
Related Party Transactions | ||
Related party transactions | 9.Related Party Transactions | 14. Related party transactions |
Leases and other transactions | ||
Leases and Other Transactions | The Company has entered into a lease agreement for one of its stores for the fiscal years ended March 29, 2014 and March 30, 2013 and the Successor Period at a location owned by one minority stockholder of the Company. The Company had entered into lease agreements at several locations with several minority stockholders during the Predecessor Period. The Company paid $0.2 million, $0.2 million, $0.1 million and $1.0 million for these leases during the fiscal years ended March 29, 2014 and March 30, 2013, the Successor Period and the Predecessor Period, respectively. These lease payments are included in selling, general and administrative expenses in the consolidated statements of operations. | |
Related party loans | ||
The Company has a lease agreement for one of its stores at a location owned by one minority stockholder of the Company. The Company paid less than $0.1 million for these leases during both of the thirteen weeks ended December 27, 2014 and December 28, 2013, and $0.1 million for both of the thirty-nine weeks ended December 27, 2014 and December 28, 2013. These lease payments are included in cost of goods sold in the consolidated statements of operations. | As of March 30, 2013, the Company had notes payable (see Note 8 "Revolving credit facilities and long-term debt") to the subordinated lenders who own common stock of the Company or its subsidiary, Boot Barn Holding Corporation. These notes were paid in full in May 2013. Interest and early termination fees paid to these entities totaled $3.6 million, $4.5 million, $0.1 million and $2.1 million for the fiscal years ended March 29, 2014 and March 30, 2013, the Successor Period and the Predecessor Period, respectively. | |
Payments relating to the purchase of Predecessor | ||
Related Party Loans | In connection with the purchase of Predecessor, Freeman Spogli & Co. received an advisory services fee of $1.3 million for its services provided in structuring and arranging the recapitalization of the Company. In addition, one of our directors received $0.1 million in connection with his services provided to the Company in connection with the Recapitalization. | |
As of March 30, 2013, the Company had notes payable (see Note 5, “Revolving Credit Facilities and Long-Term Debt”) to the subordinated lenders who own common stock of the Company. These notes were paid in full in May 2013. Interest and early termination fees paid to these entities totaled $3.6 million in the thirty-nine weeks ended December 28, 2013. | ||
Earnings_loss_per_share
Earnings (loss) per share | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 27, 2014 | Mar. 29, 2014 | |||||||||||||||||||||||||||
Earnings Per Share | ||||||||||||||||||||||||||||
Earnings (loss) per share | 10.Earnings Per Share | 15. Earnings (loss) per share | ||||||||||||||||||||||||||
Earnings (loss) per share is computed under the provisions of FASB ASC Topic 260, Earnings Per Share. Basic earnings (loss) per share is computed based on the weighted average number of outstanding shares of common stock during the period. Diluted earnings (loss) per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method, whereby proceeds from such exercise, unamortized compensation and hypothetical excess tax benefits, if any, on share-based awards are assumed to be used by the Company to purchase the common shares at the average market price during the period. Dilutive potential shares of common stock represent outstanding stock options. The dilutive effect of stock options and restricted stock is applicable only in periods of net income. | ||||||||||||||||||||||||||||
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 common shares outstanding during the period using the treasury stock method, whereby proceeds from such exercise, unamortized compensation and hypothetical excess tax benefits, if any, on share-based awards are assumed to be used by the Company to purchase the common shares at the average market price during the period. Dilutive potential shares of common stock represent outstanding stock options. The dilutive effect of stock options and restricted stock is applicable only in periods of net income. | The components of basic and diluted earnings per share of common stock, in aggregate, for the fiscal years ended March 29, 2014, March 30, 2013, Successor Period and the Predecessor Period are as follows (in thousands, except per share amounts): | |||||||||||||||||||||||||||
As discussed in Note 6, “Stock-Based Compensation”, holders of vested stock options received a cash payment of $1.4 million, which the Company deducted from net income for purposes of the earnings per share calculation to determine the net income available for common shareholders. This resulted in net income available for common stockholders of $9.7 million for purposes of the earnings per share calculation for the thirty-nine weeks ended December 27, 2014. | ||||||||||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
The components of basic and diluted loss per share of common stock, in aggregate, for the thirteen and thirty-nine weeks ended December 27, 2014 and December 28, 2013 are as follows (in thousands, except per share amounts): | Fiscal year ended | |||||||||||||||||||||||||||
March 29, | March 30, | (Successor) | (Predecessor) | |||||||||||||||||||||||||
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | 2014 | 2013 | December 12, 2011 | April 3, 2011 to | |||||||||||||||||||||||
December 27, | December 28, | December 27, | December 28, | to March 31, 2012 | December 11, 2011 | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | | | | | | | | | | | | | | | |||||||||||
Net income (loss) attributed to Boot Barn Holdings, Inc. | $ | 5,377 | $ | 646 | $ | (4,371 | ) | $ | (660 | ) | ||||||||||||||||||
Net income attributed to Boot Barn Holdings, Inc. | $ | 8,763 | $ | 6,339 | $ | 11,116 | $ | 3,579 | | | | | | | | | | | | | | | ||||||
Less: Cash payment to holders of vested options | $ | — | $ | — | $ | (1,443 | ) | $ | — | Weighted average basic shares outstanding | 18,929 | 18,757 | 18,633 | 173 | ||||||||||||||
Net income available for common stockholders | $ | 8,763 | $ | 6,339 | $ | 9,673 | $ | 3,579 | Dilutive effect of stock options | 246 | — | — | — | |||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
Weighted average basic shares outstanding | 23,704 | 18,929 | 20,928 | 18,929 | Weighted average diluted shares outstanding | 19,175 | 18,757 | 18,633 | 173 | |||||||||||||||||||
Dilutive effect of stock options | 852 | 503 | 671 | 344 | | | | | | | | | | | | | | | ||||||||||
Weighted average diluted shares outstanding | 24,556 | 19,432 | 21,599 | 19,273 | Basic earnings (loss) per share | $ | 0.28 | $ | 0.03 | $ | (0.23 | ) | $ | (3.82 | ) | |||||||||||||
Basic earnings per share | $ | 0.37 | $ | 0.33 | $ | 0.46 | $ | 0.19 | Diluted earnings (loss) per share | $ | 0.28 | $ | 0.03 | $ | (0.23 | ) | $ | (3.82 | ) | |||||||||
Diluted earnings per share | $ | 0.36 | $ | 0.33 | $ | 0.45 | $ | 0.19 | | | | | | | | | | | | | | | ||||||
Awards to purchase approximately 1,059,850 and 2,202,500 shares of common stock during the fiscal years ended March 29, 2014 and March 30, 2013 were outstanding, but were not included in the computation of weighted average diluted common shares amounts as the effect of doing so would have been anti-dilutive. | ||||||||||||||||||||||||||||
Options to purchase 237,150 shares and 478,692 shares of common stock were outstanding during the thirteen and thirty-nine weeks ended December 27, 2014, respectively, but were not included in the computation of weighted average diluted common shares outstanding as the effect of doing so would have been anti-dilutive. Options to purchase 611,440 shares and 1,249,380 shares of common stock were outstanding during the thirteen and thirty-nine weeks ended December 28, 2013, respectively, but were not included in the computation of weighted average diluted common shares outstanding as the effect of doing so would have been anti-dilutive. | Because the Company incurred net losses in the Successor Period, and the Predecessor Period, the potential dilutive effect of the Company's outstanding stock options was not included in the computation of diluted loss per share because these securities were anti-dilutive. | |||||||||||||||||||||||||||
Subsequent_events
Subsequent events | 12 Months Ended |
Mar. 29, 2014 | |
Subsequent events | |
Subsequent events | 16. Subsequent events |
The Company evaluated subsequent events through June 13, 2014, the date on which the consolidated financial statements were originally available to be issued, and October 20, 2014, the date on which the retrospectively revised consolidated financial statements were issued (as to the 25 for 1 stock split described below under "Stock split and authorization of additional shares"). | |
Dividend payment | |
On April 11, 2014, the Company declared and subsequently paid a pro rata cash dividend to its stockholders totaling $39.9 million, made a cash payment of $1.4 million to holders of vested options, and lowered the exercise price of 1,918,550 unvested options by $2.00 per share. The board of directors of the Company was obligated under the antidilution provisions of the 2011 Equity Incentive Plan to approve the option repricing. Approval took place subsequent to the end of fiscal year ended March 29, 2014 and will be reflected in the consolidated financial statements. | |
Amended line of credit | |
On April 15, 2014, the Company amended the PNC Line of Credit to increase the borrowing capacity from $60.0 million to up to $70.0 million. All other material terms of the PNC Line of Credit remain unchanged from the description in Note 8 "Revolving credit facilities and long term debt". | |
Amended and restated term loan and security agreement (Golub Loan) | |
On April 14, 2014, the Company entered into an amended and restated term loan and security agreement for the Golub Loan. The amended and restated loan and security agreement increased the borrowings on the Golub Loan from $99.2 million outstanding at April 14, 2014 to $130.0 million. The obligations under the Golub Loan are secured by substantially all of the Company's assets and the Company's guarantors' assets. A provision allowing the Company to conduct an initial public offering was also added to the amended and restated loan and security agreement. The principal on the term loan will be payable in quarterly installments of $0.3 million made each calendar quarter and ending on the maturity date of the Golub Loan, which is May 31, 2019. The balance of the unpaid principal will be paid on the maturity date. All other material terms of the Golub Loan remain unchanged from what is described in Note 8 "Revolving credit facilities and long term debt". The proceeds of the amendment to the Golub Loan were used to fund a portion of the $39.9 million dividend that was paid in April 2014. | |
Stock split and authorization of additional shares | |
On October 19, 2014, the Company's board of directors authorized the amendment of its certificate of incorporation to increase the number of shares that the Company is authorized to issue to 100,000,000 shares of common stock, par value $0.0001 per share. In addition, the amendment of the certificate of incorporation will authorize the Company to issue 10,000,000 shares of preferred stock, par value $0.0001 per share, and effect a 25 for 1 stock split of its outstanding common stock. The amendment will become effective prior to the Company's initial public offering of its common stock. Accordingly, all common share and per share amounts in these consolidated financial statements and the notes thereto, other than those presented for the Predecessor Period, have been adjusted to reflect the 25 for 1 stock split as though it had occurred at the beginning of the initial period presented. | |
Summary_of_significant_account1
Summary of significant accounting policies (Policies) | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 27, 2014 | Mar. 29, 2014 | |||||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||||||
Basis of presentation | Basis of presentation | |||||||||||||||||
The Company's consolidated financial statements, prepared in accordance with accounting principles generally accepted in the U.S. ("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") and Baskins Acquisition Holdings, LLC ("Baskins"). All intercompany accounts and transactions among the Company and its subsidiaries have been eliminated in consolidation. | ||||||||||||||||||
Fiscal year | 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 Saturday closest to March 31. The years ending March 29, 2014 ("fiscal 2014") and March 30, 2013 ("fiscal 2013") each consisted of 52 weeks. The period from December 12, 2011 to March 31, 2012 (the "Successor Period") consisted of approximately 16 weeks. The period from April 3, 2011 to December 11, 2011 (the "Predecessor Period") consisted of approximately 36 weeks. | ||||||||||||||||||
Comprehensive income (loss) | Comprehensive Income | Comprehensive income (loss) | ||||||||||||||||
The Company does not have any components of other comprehensive income (loss) recorded within its consolidated financial statements and, therefore, does not separately present a statement of comprehensive income (loss) in its consolidated financial statements. | ||||||||||||||||||
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 | 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 has a single operating and reportable segment, which includes net sales generated from its retail stores and e-commerce website. All of the Company's identifiable assets are in the U.S. | ||||||||||||||||||
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 operates in a single operating segment, which includes net sales generated from its retail stores and e-commerce website. All of the Company’s identifiable assets are in the U.S. | ||||||||||||||||||
Use of estimates | 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. | ||||||||||||||||||
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. As of December 27, 2014, the Company had identified no indicators of impairment with respect to its goodwill, intangible and long-lived asset balances. To the extent actual results differ from those estimates, the Company’s future results of operations may be affected. The Company performs its annual goodwill impairment test on the first day of the fourth fiscal quarter, or more frequently if it believes that indicators of impairment exist. | ||||||||||||||||||
Cash and cash equivalents | 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 | 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 has concluded that no allowance for bad debts is required. | ||||||||||||||||||
Inventories | Inventories | |||||||||||||||||
Inventory consists primarily of purchased merchandise and is valued at the lower of cost or market. 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. | ||||||||||||||||||
The Company recorded fair value adjustments to reflect the acquired cost of inventory related to its acquisitions of Boot Barn, RCC and Baskins. These amounts were amortized over the period that the related inventory was sold. Amortization of the acquired cost of inventory was $0.9 million, $9.2 million and $9.4 million in the fiscal years ended March 29, 2014 and March 30, 2013, and the Successor Period, respectively. | ||||||||||||||||||
Deferred loan fees | Deferred loan fees | |||||||||||||||||
Deferred loan fees are capitalized and amortized to interest expense over the terms of the applicable loan agreements using the effective interest method. Included in prepaid expenses and other current assets are short-term deferred loan fees of $0.6 million and $0.5 million as of March 29, 2014 and March 30, 2013, respectively. Included in other assets are long-term deferred loan fees of $2.3 million and $1.5 million as of March 29, 2014 and March 30, 2013, respectively. | ||||||||||||||||||
Property and equipment, net | Property and equipment, net | |||||||||||||||||
Property and equipment consists of leasehold improvements, machinery and equipment, furniture and fixtures 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 seven years. Machinery and equipment is depreciated over five years. Furniture and fixtures are depreciated over five to seven years. Vehicles are depreciated over five years. Leasehold improvements are depreciated over the shorter of the terms of the leases or their estimated useful lives. | ||||||||||||||||||
Goodwill and indefinite-lived intangible assets | 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 or more frequently if indicators of impairment exist. An annual goodwill impairment test is performed as of the first day of the fourth fiscal quarter. In fiscal 2013 and prior, the annual goodwill impairment test was performed as of fiscal year-end. The Company changed the timing of its annual impairment test to provide sufficient time to prepare the analysis and meet reporting deadlines. 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 conducts 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. The Company's entire operations represent one reporting unit. 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 with 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. No impairment was recorded during the fiscal years ended March 29, 2014 or March 30, 2013, the Successor Period or the Predecessor Period. | ||||||||||||||||||
Intangible assets with indefinite lives, which include the Boot Barn trademark, 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. No impairment was recorded during the fiscal years ended March 29, 2014, March 30, 2013, the Successor Period or the Predecessor Period. | ||||||||||||||||||
Definite-lived intangible assets | 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 trademarks is six months, for customer lists is five years, for non-compete agreements is four to five years and for below-market leases is two to 17 years. | ||||||||||||||||||
Long-lived assets | 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") Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements. The Company has determined that there were no impairments of long-lived assets during the fiscal years ended March 29, 2014 or March 30, 2013, the Successor Period or the Predecessor Period. | ||||||||||||||||||
Stock-based compensation | 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 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. | ||||||||||||||||||
Noncontrolling interest | Noncontrolling interest | |||||||||||||||||
On December 12, 2011, the Company acquired the majority of the outstanding shares of its consolidated subsidiary Boot Barn Holding Corporation. Certain investors hold approximately 5.0% of the outstanding shares of Boot Barn Holding Corporation. Noncontrolling interests are recorded at the acquisition date fair value plus an allocation of subsidiary earnings (loss) based on the relative ownership interest. | ||||||||||||||||||
Revenue recognition | Revenue recognition | |||||||||||||||||
Revenue is recorded for store sales upon the purchase of merchandise by customers. E-commerce sales are recorded when the customer takes title of the merchandise and assumes risk of loss, collection of the relevant receivable is reasonably assured, persuasive evidence of an arrangement exists and the sales price is fixed or determinable, which generally occurs upon delivery of the product. Shipping and handling revenues are included in total net revenue. Shipping costs incurred by the Company are included as cost of goods sold. | ||||||||||||||||||
Revenue is recorded net of estimated and actual sales returns and deductions for coupon redemptions, estimated future award redemption and other promotions. The sales return 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 $0.4 million, $0.2 million, $0.2 million and $0.1 million as of March 29, 2014 and March 30, 2013 and the end of the Successor Period and the Predecessor Period, respectively. The following table provides a reconciliation of the activity related to the Company's sales returns reserve: | ||||||||||||||||||
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Fiscal year ended | ||||||||||||||||||
(in thousands) | March 29, | March 30, | (Successor) | (Predecessor) | ||||||||||||||
2014 | 2013 | December 12, 2011 | April 3, 2011 to | |||||||||||||||
to March 31, 2012 | December 11, 2011 | |||||||||||||||||
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Beginning balance | $ | 238 | $ | 169 | $ | 139 | $ | 139 | ||||||||||
Provisions | 15,034 | 9,723 | 2,821 | 3,800 | ||||||||||||||
Sales returns | (14,842 | ) | (9,654 | ) | (2,791 | ) | (3,800 | ) | ||||||||||
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Ending balance | $ | 430 | $ | 238 | $ | 169 | $ | 139 | ||||||||||
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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 $2.0 million, $1.3 million, $1.1 million and $0.7 million as of March 29, 2014 and March 30, 2013 and the end of the Successor Period and the Predecessor Period, respectively. The following table provides a reconciliation of the activity related to the Company's customer loyalty program: | ||||||||||||||||||
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Fiscal year ended | ||||||||||||||||||
(in thousands) | March 29, | March 30, | (Successor) | (Predecessor) | ||||||||||||||
2014 | 2013 | December 12, 2011 | April 3, 2011 to | |||||||||||||||
to March 31, 2012 | December 11, 2011 | |||||||||||||||||
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Beginning balance | $ | 1,343 | $ | 1,124 | $ | 741 | $ | 270 | ||||||||||
Provisions | 10,440 | 5,644 | 1,325 | 1,512 | ||||||||||||||
Usage | (9,833 | ) | (5,425 | ) | (942 | ) | (1,041 | ) | ||||||||||
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Ending balance | $ | 1,950 | $ | 1,343 | $ | 1,124 | $ | 741 | ||||||||||
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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. The Company retains the percentage of the value of such unredeemed gift cards, gift certificates and store credits not escheated and recognize these amounts in net sales. 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. In fiscal 2014, the Company elected to participate in a voluntary disclosure program with the State of Delaware in order to settle past due unclaimed property obligations. The Company agreed with the State of Delaware to settle all unreported escheatment liabilities in the amount of $0.3 million. These amounts were recorded in accrued expenses and other current liabilities in fiscal 2014 based upon preliminary settlement amounts. The final settlement was reached with, and amounts were paid to, the State of Delaware in May 2014. | ||||||||||||||||||
Cost of goods sold | 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 | |||||||||||||||||
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 SG&A expenses. All of these costs are expensed as incurred. | ||||||||||||||||||
Advertising costs | Advertising costs | |||||||||||||||||
Certain advertising costs, including 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 $0.2 million as of March 29, 2014 and March 30, 2013, respectively. All other advertising costs are expensed as incurred. The Company recognized $11.3 million and $7.1 million in advertising costs during the fiscal years ended March 29, 2014 and March 30, 2013, respectively. Advertising costs of $1.1 million and $3.5 million were recognized for the Successor Period, and the Predecessor Period, respectively. | ||||||||||||||||||
Leases | 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 | 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 (benefit) 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 29, 2014, March 30, 2013, for the Successor Period or the Predecessor Period. | ||||||||||||||||||
Per share information | Per share information | |||||||||||||||||
Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of outstanding shares of common stock. In computing diluted earnings (loss) 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. | ||||||||||||||||||
Fair value of certain financial assets and liabilities | 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. | ||||||||||||||||||
The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 at 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 1 uses unadjusted quoted prices that are available in active markets for identical assets or liabilities. | • | 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 its Level 3 liability includes contingent consideration. | |||||||||||||||
Cash and cash equivalents, accounts receivable and accounts payable are valued at fair value and 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 approximate their current fair values because of their nature and respective relatively short maturity dates or duration. | ||||||||||||||||||
· | 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. | 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 financial assets or liabilities requiring fair value measurements as of March 29, 2014 on a recurring basis. | ||||||||||||||||
· | 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. | |||||||||||||||||
Cash and cash equivalents, accounts receivable and accounts payable are valued at fair value and 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 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 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 as of December 27, 2014 on a recurring basis. | ||||||||||||||||||
Concentration of credit risk | 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 | Supplier concentration risk | |||||||||||||||||
We purchase merchandise inventories from several hundred suppliers worldwide. Sales of products from our three largest suppliers totaled approximately 40%, 40%, 39% and 39% of our net sales for fiscal 2014, fiscal 2013, the Successor Period and the Predecessor Period, respectively. | ||||||||||||||||||
Recent accounting pronouncements | Recent Accounting Pronouncements | Recent accounting pronouncements | ||||||||||||||||
In July 2013, the FASB issued Accounting Standards Update ("ASU") No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force). The amendments in this ASU provide guidance on the financial statements presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. An unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward with certain exceptions, in which case such an unrecognized tax benefit should be presented in the financial statements as a liability. The amendments in this ASU do not require new recurring disclosures. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Companies may choose to apply this guidance retrospectively to each prior reporting period presented. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. | ||||||||||||||||||
In July 2013, the FASB issued Accounting Standards Update (“ASU”) No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force)”. The amendments in this ASU provide guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. An unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward with certain exceptions, in which case such an unrecognized tax benefit should be presented in the financial statements as a liability. The amendments in this ASU do not require new recurring disclosures. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Companies may choose to apply this guidance retrospectively to each prior reporting period presented. The Company adopted this ASU on March 30, 2014, and the adoption of this guidance did not have a material impact on its consolidated financial statements. | In May 2014, the FASB and the International Accounting Standard Board ("IASB") jointly issued a new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under GAAP. The revenue recognition standard will allow 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 is effective for public entities for annual and interim periods beginning after December 15, 2016. Early adoption is not permitted under GAAP. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements. | |||||||||||||||||
In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements and Property, Plant, and Equipment “ and “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”. The ASU amendment changes the requirements for reporting discontinued operations in Subtopic 205-20. The amendment is effective on a prospective basis for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2014. Early adoption is permitted for disposals that have not been reported in financial statements previously issued. Based on the Company’s evaluation of the ASU, its adoption of this update is not expected to have a material impact on the Company’s financial position or results of operation. | ||||||||||||||||||
In May 2014, the FASB issued ASU No. 2014-09, “Revenue From Contracts with Customers”. The ASU amended revenue recognition guidance to clarify the principles for recognizing revenue from contracts with customers. The new standard is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled to when products are transferred to customers. The Company is required to adopt this new standard for annual and interim periods beginning after December 15, 2016. Early adoption is not permitted. The new revenue accounting standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements. | ||||||||||||||||||
In August 2014, the FASB issued an amendment to the accounting guidance related to the evaluation of an entity’s ability to continue as a going concern. The amendment establishes management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern in connection with preparing financial statements for each annual and interim reporting period. The update also gives guidance to determine whether to disclose information about relevant conditions and events when there is substantial doubt about an entity’s ability to continue as a going concern. This guidance will be effective for the Company as of December 15, 2016. The new guidance is not expected to have an impact on our financial position, results of operations, or cash flows. | ||||||||||||||||||
Summary_of_significant_account2
Summary of significant accounting policies (Tables) | 12 Months Ended | |||||||||||||
Mar. 29, 2014 | ||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||
Schedule of reconciliation of the activity related to the Company's sales returns reserve | ||||||||||||||
| | | | | | | | | | | | | | |
Fiscal year ended | ||||||||||||||
(in thousands) | March 29, | March 30, | (Successor) | (Predecessor) | ||||||||||
2014 | 2013 | December 12, 2011 | April 3, 2011 to | |||||||||||
to March 31, 2012 | December 11, 2011 | |||||||||||||
| | | | | | | | | | | | | | |
Beginning balance | $ | 238 | $ | 169 | $ | 139 | $ | 139 | ||||||
Provisions | 15,034 | 9,723 | 2,821 | 3,800 | ||||||||||
Sales returns | (14,842 | ) | (9,654 | ) | (2,791 | ) | (3,800 | ) | ||||||
| | | | | | | | | | | | | | |
Ending balance | $ | 430 | $ | 238 | $ | 169 | $ | 139 | ||||||
| | | | | | | | | | | | | | |
Schedule of reconciliation of the activity related to the Company's customer loyalty program | ||||||||||||||
| | | | | | | | | | | | | | |
Fiscal year ended | ||||||||||||||
(in thousands) | March 29, | March 30, | (Successor) | (Predecessor) | ||||||||||
2014 | 2013 | December 12, 2011 | April 3, 2011 to | |||||||||||
to March 31, 2012 | December 11, 2011 | |||||||||||||
| | | | | | | | | | | | | | |
Beginning balance | $ | 1,343 | $ | 1,124 | $ | 741 | $ | 270 | ||||||
Provisions | 10,440 | 5,644 | 1,325 | 1,512 | ||||||||||
Usage | (9,833 | ) | (5,425 | ) | (942 | ) | (1,041 | ) | ||||||
| | | | | | | | | | | | | | |
Ending balance | $ | 1,950 | $ | 1,343 | $ | 1,124 | $ | 741 | ||||||
| | | | | | | | | | | | | | |
Business_combinations_Tables
Business combinations (Tables) | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 27, 2014 | Mar. 29, 2014 | ||||||||||||||||||
Schedule of estimated fair values of the assets acquired and liabilities assumed | |||||||||||||||||||
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 (in thousands): | |||||||||||||||||||
At May 25, 2013 | |||||||||||||||||||
(Level 3) | |||||||||||||||||||
Assets acquired: | |||||||||||||||||||
Cash and cash equivalents | $ | 1,935 | |||||||||||||||||
Current assets | 22,083 | ||||||||||||||||||
Property and equipment, net | 5,850 | ||||||||||||||||||
Intangible assets acquired | 5,006 | ||||||||||||||||||
Goodwill | 15,064 | ||||||||||||||||||
Other assets | 109 | ||||||||||||||||||
Total assets acquired | 50,047 | ||||||||||||||||||
Liabilities assumed: | |||||||||||||||||||
Other current liabilities | 12,119 | ||||||||||||||||||
Line of credit - current | 10,259 | ||||||||||||||||||
Notes payable - current | 9,819 | ||||||||||||||||||
Contingent consideration | 1,740 | ||||||||||||||||||
Above-market leases | 83 | ||||||||||||||||||
Capital lease obligation | 138 | ||||||||||||||||||
Total liabilities assumed | 34,158 | ||||||||||||||||||
Total purchase price | $ | 15,889 | |||||||||||||||||
Schedule of changes in the carrying amount of goodwill | The change in the carrying amount of goodwill is as follows (in thousands): | ||||||||||||||||||
| | | | | |||||||||||||||
Balance as of March 31, 2012 | $ | 46,930 | |||||||||||||||||
Goodwill as a result of the RCC Acquisition | 31,103 | ||||||||||||||||||
| | | | | |||||||||||||||
Balance as of March 30, 2013 | 78,033 | ||||||||||||||||||
Goodwill as a result of the Baskins Acquisition | 15,064 | ||||||||||||||||||
| | | | | |||||||||||||||
Balance as of March 29, 2014 | $ | 93,097 | |||||||||||||||||
| | | | | |||||||||||||||
Schedule of proforma results of operations | |||||||||||||||||||
As adjusted net sales (Unaudited) | |||||||||||||||||||
| | | | | | | | | | | | | | ||||||
(in thousands) | Thirty-Nine Weeks Ended | As adjusted net sales—unaudited | March 29, | March 30, | (Successor) | (Predecessor) | |||||||||||||
December 28, 2013 | (in thousands) | 2014 | 2013 | December 12, 2011 | April 3, 2011 to | ||||||||||||||
to March 31, 2012 | December 12, 2011 | ||||||||||||||||||
Net sales (as reported) | $ | 257,382 | | | | | | | | | | | | | | | |||
Baskins | 8,290 | Net sales (as reported) | $ | 345,868 | $ | 233,203 | $ | 58,267 | $ | 110,429 | |||||||||
As adjusted net sales | $ | 265,672 | Baskins | 8,290 | 58,058 | 18,169 | 29,118 | ||||||||||||
RCC | — | 21,503 | 16,595 | 31,246 | |||||||||||||||
As adjusted net income (Unaudited) | Boot Barn Holding Corporation | — | — | — | — | ||||||||||||||
| | | | | | | | | | | | | | ||||||
(in thousands) | Thirty-Nine weeks ended | As adjusted net sales | $ | 354,158 | $ | 312,764 | $ | 93,031 | $ | 170,793 | |||||||||
December 28, 2013 | | | | | | | | | | | | | | | |||||
Net income (as reported) | $ | 3,768 | |||||||||||||||||
Baskins | 831 | ||||||||||||||||||
RCC | (821 | ) | | | | | | | | | | | | | | | |||
Boot Barn Holding Corporation | 2,593 | As adjusted net income (loss)— | March 29, | March 30, | (Successor) | (Predecessor) | |||||||||||||
As adjusted net income | $ | 6,371 | unaudited | 2014 | 2013 | December 12, 2011 | April 3, 2011 to | ||||||||||||
(in thousands) | to March 31, 2012 | December 12, 2011 | |||||||||||||||||
| | | | | | | | | | | | | | ||||||
Net income (loss) (as reported) | $ | 5,660 | $ | 680 | $ | (4,601 | ) | $ | (660 | ) | |||||||||
Baskins | 580 | 396 | 468 | (3,831 | ) | ||||||||||||||
RCC | (1,100 | ) | 2,818 | 413 | (7,108 | ) | |||||||||||||
Boot Barn Holding Corporation | 3,183 | 4,487 | 8,125 | (15,794 | ) | ||||||||||||||
| | | | | | | | | | | | | | ||||||
As adjusted net income (loss) | $ | 8,323 | $ | 8,381 | $ | 4,405 | $ | (27,393 | ) | ||||||||||
| | | | | | | | | | | | | | ||||||
Baskins | |||||||||||||||||||
Schedule of estimated fair values of the assets acquired and liabilities assumed | The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date based on the preliminary purchase price (in thousands): | ||||||||||||||||||
| | | | | |||||||||||||||
At May 25, | |||||||||||||||||||
2013 | |||||||||||||||||||
(Level 3) | |||||||||||||||||||
| | | | | |||||||||||||||
Assets acquired: | |||||||||||||||||||
Cash and cash equivalents | $ | 1,935 | |||||||||||||||||
Current assets | 22,083 | ||||||||||||||||||
Property and equipment, net | 5,850 | ||||||||||||||||||
Intangible assets acquired | 5,006 | ||||||||||||||||||
Goodwill | 15,064 | ||||||||||||||||||
Other assets | 109 | ||||||||||||||||||
| | | | | |||||||||||||||
Total assets acquired | 50,047 | ||||||||||||||||||
| | | | | |||||||||||||||
Liabilities assumed: | |||||||||||||||||||
Other current liabilities | 12,119 | ||||||||||||||||||
Line of credit—current | 10,259 | ||||||||||||||||||
Notes payable—current | 9,819 | ||||||||||||||||||
Contingent consideration | 1,740 | ||||||||||||||||||
Above-market leases | 83 | ||||||||||||||||||
Capital lease obligation | 138 | ||||||||||||||||||
| | | | | |||||||||||||||
Total liabilities assumed | 34,158 | ||||||||||||||||||
| | | | | |||||||||||||||
Total purchase price | $ | 15,889 | |||||||||||||||||
| | | | | |||||||||||||||
RCC | |||||||||||||||||||
Schedule of estimated fair values of the assets acquired and liabilities assumed | As of August 31, 2012, the purchase price was allocated as follows (in thousands): | ||||||||||||||||||
| | | | | |||||||||||||||
Significant | |||||||||||||||||||
unobservable | |||||||||||||||||||
inputs | |||||||||||||||||||
(Level 3) | |||||||||||||||||||
| | | | | |||||||||||||||
Current assets | $ | 19,528 | |||||||||||||||||
Property and equipment | 3,616 | ||||||||||||||||||
Goodwill | 31,103 | ||||||||||||||||||
Intangible assets acquired | 5,002 | ||||||||||||||||||
Other assets | 21 | ||||||||||||||||||
| | | | | |||||||||||||||
Total assets acquired | 59,270 | ||||||||||||||||||
| | | | | |||||||||||||||
Current liabilities assumed | 10,252 | ||||||||||||||||||
Line of credit—current | 5,405 | ||||||||||||||||||
Below market lease liability | 154 | ||||||||||||||||||
| | | | | |||||||||||||||
Total purchase price | $ | 43,459 | |||||||||||||||||
| | | | | |||||||||||||||
Boot Barn Holding Corporation | |||||||||||||||||||
Schedule of estimated fair values of the assets acquired and liabilities assumed | As of December 11, 2011, the purchase price was allocated as follows (in thousands): | ||||||||||||||||||
| | | | | |||||||||||||||
Significant | |||||||||||||||||||
unobservable | |||||||||||||||||||
inputs | |||||||||||||||||||
(Level 3) | |||||||||||||||||||
| | | | | |||||||||||||||
Current assets | $ | 71,869 | |||||||||||||||||
Property and equipment | 6,228 | ||||||||||||||||||
Goodwill | 46,930 | ||||||||||||||||||
Intangible assets acquired | 56,380 | ||||||||||||||||||
Other assets | 336 | ||||||||||||||||||
| | | | | |||||||||||||||
Total assets acquired | 181,743 | ||||||||||||||||||
| | | | | |||||||||||||||
Current liabilities assumed | 36,087 | ||||||||||||||||||
Line of credit—current | 21,692 | ||||||||||||||||||
Below market lease liability | 33,214 | ||||||||||||||||||
| | | | | |||||||||||||||
Total purchase price | $ | 90,750 | |||||||||||||||||
| | | | | |||||||||||||||
Prepaid_expenses_and_other_cur1
Prepaid expenses and other current assets (Tables) | 12 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Prepaid expenses and other current assets | ||||||||
Schedule of prepaid expenses and other current assets | Prepaid expenses and other current assets consisted of the following (in thousands): | |||||||
| | | | | | | | |
March 29, | March 30, | |||||||
2014 | 2013 | |||||||
| | | | | | | | |
Prepaid rent and property taxes | $ | 2,096 | $ | 1,331 | ||||
Prepaid advertising | 401 | 186 | ||||||
Prepaid insurance | 81 | 280 | ||||||
Deferred taxes | 4,748 | 2,452 | ||||||
Income tax receivable | — | 31 | ||||||
Deferred loan fees—current | 558 | 548 | ||||||
Other | 801 | 483 | ||||||
| | | | | | | | |
Total prepaid expenses and other current assets | $ | 8,685 | $ | 5,311 | ||||
| | | | | | | | |
Property_and_equipment_net_Tab
Property and equipment, net (Tables) | 12 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Property and equipment, net | ||||||||
Schedule of property and equipment, net | Property and equipment, net, consisted of the following (in thousands): | |||||||
| | | | | | | | |
March 29, | March 30, | |||||||
2014 | 2013 | |||||||
| | | | | | | | |
Leasehold improvements | $ | 12,491 | $ | 5,634 | ||||
Machinery and equipment | 5,964 | 3,781 | ||||||
Furniture and fixtures | 9,373 | 4,085 | ||||||
Construction in progress | 754 | 104 | ||||||
Vehicles | 387 | 325 | ||||||
| | | | | | | | |
28,969 | 13,929 | |||||||
Less: Accumulated depreciation | (7,519 | ) | (3,193 | ) | ||||
| | | | | | | | |
Property and equipment, net | $ | 21,450 | $ | 10,736 | ||||
| | | | | | | | |
Intangible_assets_net_Tables
Intangible assets, net (Tables) | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Dec. 27, 2014 | Mar. 29, 2014 | ||||||||||||||||||||||||
Intangible Assets, Net | |||||||||||||||||||||||||
Schedule of net intangible assets | Net intangible assets as of December 27, 2014 and March 29, 2014 consisted of the following (in thousands): | Net intangible assets consisted of the following (in thousands): | |||||||||||||||||||||||
December 27, 2014 | |||||||||||||||||||||||||
Gross | Accumulated | Net | | | | | | | | | | | | | | | |||||||||
Carrying | Amortization | March 29, 2014 | |||||||||||||||||||||||
Amount | Gross | Accumulated | Net | Weighted | |||||||||||||||||||||
carrying | amortization | average | |||||||||||||||||||||||
Trademarks | $ | 2,490 | $ | (2,490 | ) | $ | — | amount | useful life | ||||||||||||||||
Customer list | 7,300 | (4,038 | ) | 3,262 | | | | | | | | | | | | | | | |||||||
Non-compete agreements | 1,380 | (723 | ) | 657 | Intangible assets | ||||||||||||||||||||
Below-market leases | 5,318 | (1,576 | ) | 3,742 | Trademarks | $ | 2,490 | $ | (2,490 | ) | $ | — | 0.9 | ||||||||||||
Total definite lived | 16,488 | (8,827 | ) | 7,661 | Customer list | 7,300 | (2,732 | ) | 4,568 | 5 | |||||||||||||||
Trademarks-indefinite lived | 50,100 | — | 50,100 | Non-compete agreements | 1,380 | (500 | ) | 880 | 4.7 | ||||||||||||||||
Total intangible assets | $ | 66,588 | $ | (8,827 | ) | $ | 57,761 | Below-market leases | 5,318 | (1,143 | ) | 4,175 | 10.4 | ||||||||||||
| | | | | | | | | | | | | | ||||||||||||
March 29, 2014 | Total definite lived | 16,488 | (6,865 | ) | 9,623 | ||||||||||||||||||||
Gross | Accumulated | Net | Trademarks—indefinite lived | 50,100 | — | 50,100 | |||||||||||||||||||
Carrying | Amortization | | | | | | | | | | | | | | | ||||||||||
Amount | Total intangible assets | $ | 66,588 | $ | (6,865 | ) | $ | 59,723 | |||||||||||||||||
| | | | | | | | | | | | | | ||||||||||||
Trademarks | $ | 2,490 | $ | (2,490 | ) | $ | — | ||||||||||||||||||
Customer list | 7,300 | (2,732 | ) | 4,568 | |||||||||||||||||||||
Non-compete agreements | 1,380 | (500 | ) | 880 | | | | | | | | | | | | | | | |||||||
Below-market leases | 5,318 | (1,143 | ) | 4,175 | |||||||||||||||||||||
Total definite lived | 16,488 | (6,865 | ) | 9,623 | March 30, 2013 | ||||||||||||||||||||
Trademarks-indefinite lived | 50,100 | — | 50,100 | Gross | Accumulated | Net | Weighted | ||||||||||||||||||
Total intangible assets | $ | 66,588 | $ | (6,865 | ) | $ | 59,723 | carrying | amortization | average | |||||||||||||||
amount | useful life | ||||||||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||||
Intangible assets | |||||||||||||||||||||||||
Trademarks | $ | 1,550 | $ | (1,338 | ) | $ | 212 | 1.1 | |||||||||||||||||
Customer list | 6,700 | (1,292 | ) | 5,408 | 5 | ||||||||||||||||||||
Non-compete agreements | 1,200 | (211 | ) | 989 | 4.9 | ||||||||||||||||||||
Below-market leases | 2,032 | (524 | ) | 1,508 | 6.7 | ||||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||||
Total definite lived | 11,482 | (3,365 | ) | 8,117 | |||||||||||||||||||||
Trademarks—indefinite lived | 49,900 | — | 49,900 | ||||||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||||
Total intangible assets | $ | 61,382 | $ | (3,365 | ) | $ | 58,017 | ||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||||
Schedule of estimated future amortization of intangible assets | As of March 29, 2014, estimated future amortization of intangible assets was as follows (in thousands): | ||||||||||||||||||||||||
As of December 27, 2014, estimated future amortization of intangible assets was as follows (in thousands): | |||||||||||||||||||||||||
Fiscal year | | | | | | ||||||||||||||||||||
Fiscal year | |||||||||||||||||||||||||
2015 | $ | 631 | | | | | | ||||||||||||||||||
2016 | 2,324 | 2015 | $ | 2,308 | |||||||||||||||||||||
2017 | 1,772 | 2016 | 2,225 | ||||||||||||||||||||||
2018 | 777 | 2017 | 1,993 | ||||||||||||||||||||||
2019 | 438 | 2018 | 947 | ||||||||||||||||||||||
Thereafter | 1,719 | 2019 | 500 | ||||||||||||||||||||||
Total | $ | 7,661 | Thereafter | 1,650 | |||||||||||||||||||||
| | | | | |||||||||||||||||||||
Total | $ | 9,623 | |||||||||||||||||||||||
| | | | | |||||||||||||||||||||
Accrued_expenses_and_other_cur1
Accrued expenses and other current liabilities (Tables) | 12 Months Ended | |||||||
Mar. 29, 2014 | ||||||||
Accrued expenses and other current liabilities | ||||||||
Schedule of accrued expenses and other current liabilities | Accrued expenses and other current liabilities consisted of the following (in thousands): | |||||||
| | | | | | | | |
March 29, | March 30, | |||||||
2014 | 2013 | |||||||
| | | | | | | | |
Accrued compensation | $ | 5,225 | $ | 3,780 | ||||
Deferred revenue—gift cards and layaways | 3,752 | 2,645 | ||||||
Sales tax liability | 2,900 | 1,816 | ||||||
Accrued interest | 1,738 | 1,761 | ||||||
Sales award redemption liability | 1,950 | 1,343 | ||||||
Capital leases—short term | 61 | 43 | ||||||
Other | 5,137 | 3,334 | ||||||
| | | | | | | | |
Total accrued expenses | $ | 20,763 | $ | 14,722 | ||||
| | | | | | | | |
Revolving_credit_facilities_an1
Revolving credit facilities and long-term debt (Tables) | 9 Months Ended | 12 Months Ended | ||||||||
Dec. 27, 2014 | Mar. 29, 2014 | |||||||||
Revolving Credit Facilities and Long-Term Debt | ||||||||||
Schedule of aggregate contractual maturities for the Company's line of credit and long-term debt | Aggregate contractual maturities for the Company's line of credit and long-term debt as of March 29, 2014 are as follows (in thousands): | |||||||||
Aggregate contractual maturities for the Company’s line of credit and long-term debt as of December 27, 2014 | ||||||||||
are as follows (in thousands): | ||||||||||
| | | | | ||||||
Fiscal year | Fiscal year | |||||||||
| | | | | ||||||
2015 | $ | 120 | 2015 | $ | 1,000 | |||||
2016 | 480 | 2016 | 1,000 | |||||||
2017 | 480 | 2017 | 1,000 | |||||||
2018 | 480 | 2018 | 1,000 | |||||||
2019 | 32,523 | 2019 | 29,624 | |||||||
Thereafter | 45,408 | Thereafter | 94,500 | |||||||
Total | $ | 79,491 | | | | | | |||
Total | $ | 128,124 | ||||||||
| | | | | ||||||
Stockbased_compensation_Tables
Stock-based compensation (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Dec. 27, 2014 | Mar. 29, 2014 | |||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||
Schedule of stock award activity | The following table summarizes the stock award activity for the fiscal year ended March 29, 2014 (aggregate intrinsic value in thousands): | |||||||||||||||||||||||||
The following table summarizes the stock award activity for the thirty-nine weeks ended December 27, 2014 (aggregate intrinsic value in thousands): | ||||||||||||||||||||||||||
Grant Date | Weighted | | | | | | | | | | | | | | | |||||||||||
Weighted- | Average | Stock | Grant date | Weighted | Aggregate | |||||||||||||||||||||
Average | Remaining | Aggregate | options | weighted | average | intrinsic | ||||||||||||||||||||
Stock | Exercise | Contractual | Intrinsic | average | remaining | value | ||||||||||||||||||||
Options | Price(1) | Life (in Years) | Value | exercise price | contractual | |||||||||||||||||||||
life (in years) | ||||||||||||||||||||||||||
Outstanding at March 29, 2014 | 2,515,000 | $ | 5.97 | | | | | | | | | | | | | | | |||||||||
Granted | 362,150 | $ | 12.21 | Outstanding at March 30, 2013 | 2,202,500 | $ | 7.09 | |||||||||||||||||||
Cancelled, forfetied or expired | — | $ | — | Granted | 312,500 | $ | 9.53 | |||||||||||||||||||
Outstanding at December 27, 2014 | 2,877,150 | $ | 6.76 | 7.7 | $ | 33,556 | Canceled, forfeited or expired | — | $ | — | ||||||||||||||||
Vested and expected to vest at December 27, 2014 | 2,877,150 | $ | 6.76 | 7.7 | $ | 33,556 | | | | | | | | | | | | | | | ||||||
Exerciseable at December 27, 2014 | 962,850 | $ | 6.61 | 7.4 | $ | 11,372 | Outstanding at March 29, 2014 | 2,515,000 | $ | 7.40 | 8.3 | $ | 10,072 | |||||||||||||
| | | | | | | | | | | | | | |||||||||||||
Vested and expected to vest at March 29, 2014 | 2,515,000 | $ | 7.40 | 8.3 | $ | 10,072 | ||||||||||||||||||||
-1 | The grant date weighted-average exercise price reflects the reduction of the exercise price by $2.00 per share for the 1,918,550 unvested options that were part of the April 2014 dividend discussed above. | | | | | | | | | | | | | | | |||||||||||
Exerciseable at March 29, 2014 | 721,450 | $ | 6.45 | 7.9 | $ | 3,570 | ||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||
Schedule of assumptions used to determine fair value of stock options | ||||||||||||||||||||||||||
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | | | | | | | | ||||||||||||||||||
December 27, | December 28, | December 27, | December 28, | Fiscal year ended | ||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | March 29, | March 30, | March 31, | ||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||
Expected option term(1) | 6.5 years | 6.5 years | 6.5 years | 6.5 years | | | | | | | | |||||||||||||||
Expected volatility factor(2) | 38.6% - 55.0% | 56.0% | 38.6% - 56.0% | 56.0% | Expected option term(1) | 6.5 years | 6.5 years | 6.5 years | ||||||||||||||||||
Risk-free interest rate(3) | 1.7% - 1.8% | 1.9% | 1.7% - 2.0% | 1.9% - 2.0% | Expected volatility factor(2) | 56% | 58% | 56% | ||||||||||||||||||
Expected annual dividend yield(4) | 0% | 0% | 0% | 0% | Risk-free interest rate(3) | 1.91% - 2.03% | 1.01% | 2.37% | ||||||||||||||||||
Expected annual dividend yield(4) | 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. | (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. | (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. | (3) The risk-free interest rate is determined using the rate on treasury securities with the same term as the expected life of the stock option as of the grant date. | ||||||||||||||||||||||||
-4 | The board of directors paid a dividend to stockholders in April 2014. The Company’s board of directors does not plan to pay cash dividends in the foreseeable future. Consequently, the Company used an expected dividend yield of zero. | (4) The board of directors paid a dividend to stockholders in April 2014 (See Note 16 "Subsequent events"). The Company's board of directors does not plan to pay cash dividends in the foreseeable future. Consequently, we used an expected dividend yield of zero. | ||||||||||||||||||||||||
Schedule of non-vested stock options | ||||||||||||||||||||||||||
Weighted- | ||||||||||||||||||||||||||
Average | | | | | | | | | ||||||||||||||||||
Grant Date | Shares | Weighted- | ||||||||||||||||||||||||
Shares | Fair Value | average | ||||||||||||||||||||||||
grant date | ||||||||||||||||||||||||||
Nonvested at March 29, 2014 | 1,793,550 | $ | 3.55 | fair value | ||||||||||||||||||||||
Granted | 362,150 | $ | 6.55 | | | | | | | | | |||||||||||||||
Vested | (241,400 | ) | $ | 4.63 | Nonvested at March 30, 2013 | 1,915,125 | $ | 1.56 | ||||||||||||||||||
Nonvested shares forfeited | — | $ | — | Granted | 312,500 | $ | 6.82 | |||||||||||||||||||
Nonvested at December 27, 2014 | 1,914,300 | $ | 3.98 | Vested | (434,075 | ) | $ | 2.73 | ||||||||||||||||||
Nonvested shares forfeited | — | $ | — | |||||||||||||||||||||||
| | | | | | | | |||||||||||||||||||
Nonvested at March 29, 2014 | 1,793,550 | $ | 3.55 | |||||||||||||||||||||||
| | | | | | | | |||||||||||||||||||
Leases_Tables
Leases (Tables) | 12 Months Ended | ||||||||||
Mar. 29, 2014 | |||||||||||
Leases | |||||||||||
Schedule of non-cancelable future minimum rental payments under operating leases | The following is a schedule by year of non-cancelable future minimum rental payments under operating leases as of March 29, 2014 (in thousands): | ||||||||||
| | | | | | | | | | | |
Fiscal year | Related | Other | Total | ||||||||
party(1) | |||||||||||
| | | | | | | | | | | |
2015 | $ | 190 | $ | 19,442 | $ | 19,632 | |||||
2016 | 195 | 16,626 | 16,821 | ||||||||
2017 | 199 | 14,088 | 14,287 | ||||||||
2018 | 101 | 12,272 | 12,373 | ||||||||
2019 | — | 9,318 | 9,318 | ||||||||
Thereafter | — | 23,971 | 23,971 | ||||||||
| | | | | | | | | | | |
Total | $ | 685 | $ | 95,717 | $ | 96,402 | |||||
| | | | | | | | | | | |
(1) See Note 14 "Related party transactions". | |||||||||||
Schedule of future minimum capital lease payments | As of March 29, 2014, future minimum capital lease payments are as follows (in thousands): | ||||||||||
| | | | | |||||||
Fiscal year | |||||||||||
| | | | | |||||||
2015 | $ | 61 | |||||||||
2016 | 23 | ||||||||||
2017 | 4 | ||||||||||
| | | | | |||||||
Total minimum lease payments | 88 | ||||||||||
| | | | | |||||||
Less: Amount representing interest | (4 | ) | |||||||||
| | | | | |||||||
Present value of minimum lease payments | 84 | ||||||||||
Less: Current portion | (61 | ) | |||||||||
| | | | | |||||||
Long-term portion | $ | 23 | |||||||||
| | | | | |||||||
Schedule of long-term lease liabilities | |||||||||||
| | | | | | | | ||||
March 29, | March 30, | ||||||||||
2014 | 2013 | ||||||||||
| | | | | | | | ||||
Above-market leases | $ | 266 | $ | 412 | |||||||
Deferred rent—long-term | 2,123 | 1,043 | |||||||||
Long-term portion of capital lease obligation | 23 | 45 | |||||||||
| | | | | | | | ||||
Total other liabilities | $ | 2,412 | $ | 1,500 | |||||||
| | | | | | | | ||||
Income_taxes_Tables
Income taxes (Tables) | 12 Months Ended | |||||||||||||
Mar. 29, 2014 | ||||||||||||||
Income Taxes | ||||||||||||||
Schedule of income tax expense (benefit) | ||||||||||||||
| | | | | | | | | | | | | | |
Fiscal year ended | ||||||||||||||
(in thousands) | March 29, | March 30, | (Successor) | (Predecessor) | ||||||||||
2014 | 2013 | December 12, 2011 | April 3, 2011 to | |||||||||||
to March 31, 2012 | December 11, 2011 | |||||||||||||
| | | | | | | | | | | | | | |
Current: | ||||||||||||||
Federal | $ | 4,510 | $ | 1,148 | $ | 2,004 | $ | (17 | ) | |||||
State | 685 | 314 | 463 | 71 | ||||||||||
| | | | | | | | | | | | | | |
Total current | 5,195 | 1,462 | 2,467 | 54 | ||||||||||
Deferred: | ||||||||||||||
Federal | (1,536 | ) | (530 | ) | (2,873 | ) | (102 | ) | ||||||
State | (338 | ) | (106 | ) | (641 | ) | (87 | ) | ||||||
| | | | | | | | | | | | | | |
Total deferred | (1,874 | ) | (636 | ) | (3,514 | ) | (189 | ) | ||||||
| | | | | | | | | | | | | | |
Total income tax expense (benefit) | $ | 3,321 | $ | 826 | $ | (1,047 | ) | $ | (135 | ) | ||||
| | | | | | | | | | | | | | |
Schedule of reconciliation between the Company's effective tax rate on income from operations and the statutory tax rate | ||||||||||||||
| | | | | | | | | | | | | | |
Fiscal year ended | ||||||||||||||
March 29, | March 30, | (Successor) | (Predecessor) | |||||||||||
2014 | 2013 | December 12, 2011 | April 3, 2011 to | |||||||||||
to March 31, 2012 | December 11, 2011 | |||||||||||||
| | | | | | | | | | | | | | |
Expected provision at statutory U.S. federal tax rate | 34.00% | 34.00% | 34.00% | 34.00% | ||||||||||
State and local income taxes, net of federal tax benefit | 4.5 | 4.2 | 2 | 1.5 | ||||||||||
Change in tax rates | (0.1 | ) | (2.9 | ) | — | — | ||||||||
State credits | (1.8 | ) | — | — | — | |||||||||
Acquisition costs | — | 20 | (17.4 | ) | (18.7 | ) | ||||||||
Other | 0.4 | (0.5 | ) | (0.1 | ) | 0.2 | ||||||||
| | | | | | | | | | | | | | |
Effective tax rate | 37.00% | 54.80% | 18.50% | 17.00% | ||||||||||
| | | | | | | | | | | | | | |
Schedule of significant components of the Company's net deferred tax assets | Significant components of the Company's net deferred tax assets as of March 29, 2014 and March 30, 2013 consisted of the following (in thousands): | |||||||||||||
| | | | | | | | |||||||
March 29, | March 30, | |||||||||||||
2014 | 2013 | |||||||||||||
| | | | | | | | |||||||
Deferred tax assets: | ||||||||||||||
State taxes | $ | 1,002 | $ | 972 | ||||||||||
Accrued liabilities | 813 | 381 | ||||||||||||
Award program liabilities | 787 | 542 | ||||||||||||
Deferred revenue | 434 | 277 | ||||||||||||
Inventory | 2,997 | 1,565 | ||||||||||||
Stock options | 879 | 358 | ||||||||||||
Other | 257 | 171 | ||||||||||||
| | | | | | | | |||||||
Total deferred tax assets | 7,169 | 4,266 | ||||||||||||
| | | | | | | | |||||||
Deferred tax liabilities: | ||||||||||||||
Depreciation and amortization | (22,084 | ) | (21,037 | ) | ||||||||||
Prepaid expenses | (297 | ) | (315 | ) | ||||||||||
| | | | | | | | |||||||
Total deferred tax liabilities | (22,381 | ) | (21,352 | ) | ||||||||||
| | | | | | | | |||||||
Deferred income taxes, net | $ | (15,212 | ) | $ | (17,086 | ) | ||||||||
| | | | | | | | |||||||
Earnings_per_share_Tables
Earnings per share (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 27, 2014 | Mar. 29, 2014 | |||||||||||||||||||||||||||
Earnings Per Share | ||||||||||||||||||||||||||||
Schedule of the components of basic and diluted earnings per share of common stock | The components of basic and diluted loss per share of common stock, in aggregate, for the thirteen and thirty-nine weeks ended December 27, 2014 and December 28, 2013 are as follows (in thousands, except per share amounts): | The components of basic and diluted earnings per share of common stock, in aggregate, for the fiscal years ended March 29, 2014, March 30, 2013, Successor Period and the Predecessor Period are as follows (in thousands, except per share amounts): | ||||||||||||||||||||||||||
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||||||||||||||||||||||||||
December 27, | December 28, | December 27, | December 28, | | | | | | | | | | | | | | | |||||||||||
2014 | 2013 | 2014 | 2013 | Fiscal year ended | ||||||||||||||||||||||||
March 29, | March 30, | (Successor) | (Predecessor) | |||||||||||||||||||||||||
Net income attributed to Boot Barn Holdings, Inc. | $ | 8,763 | $ | 6,339 | $ | 11,116 | $ | 3,579 | 2014 | 2013 | December 12, 2011 | April 3, 2011 to | ||||||||||||||||
Less: Cash payment to holders of vested options | $ | — | $ | — | $ | (1,443 | ) | $ | — | to March 31, 2012 | December 11, 2011 | |||||||||||||||||
Net income available for common stockholders | $ | 8,763 | $ | 6,339 | $ | 9,673 | $ | 3,579 | | | | | | | | | | | | | | | ||||||
Net income (loss) attributed to Boot Barn Holdings, Inc. | $ | 5,377 | $ | 646 | $ | (4,371 | ) | $ | (660 | ) | ||||||||||||||||||
Weighted average basic shares outstanding | 23,704 | 18,929 | 20,928 | 18,929 | | | | | | | | | | | | | | | ||||||||||
Dilutive effect of stock options | 852 | 503 | 671 | 344 | Weighted average basic shares outstanding | 18,929 | 18,757 | 18,633 | 173 | |||||||||||||||||||
Weighted average diluted shares outstanding | 24,556 | 19,432 | 21,599 | 19,273 | Dilutive effect of stock options | 246 | — | — | — | |||||||||||||||||||
Basic earnings per share | $ | 0.37 | $ | 0.33 | $ | 0.46 | $ | 0.19 | | | | | | | | | | | | | | | ||||||
Diluted earnings per share | $ | 0.36 | $ | 0.33 | $ | 0.45 | $ | 0.19 | Weighted average diluted shares outstanding | 19,175 | 18,757 | 18,633 | 173 | |||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
Basic earnings (loss) per share | $ | 0.28 | $ | 0.03 | $ | (0.23 | ) | $ | (3.82 | ) | ||||||||||||||||||
Diluted earnings (loss) per share | $ | 0.28 | $ | 0.03 | $ | (0.23 | ) | $ | (3.82 | ) | ||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
Business_operations_Details
Business operations (Details) | 0 Months Ended | |||||||
Oct. 19, 2014 | Dec. 12, 2011 | Dec. 27, 2014 | Jun. 09, 2014 | Mar. 29, 2014 | Mar. 30, 2013 | Sep. 28, 2007 | Jun. 08, 2014 | |
state | store | state | ||||||
store | Vote | store | ||||||
Vote | state | |||||||
Business Operations | ||||||||
Number of shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||||
Number of shares outstanding | 25,709,194 | 18,929,350 | 18,929,350 | |||||
Number of votes per common share | 1 | 1 | ||||||
Interest acquired (as a percent) | 94.90% | |||||||
Percentage of the entity's shares owned by minority stockholders of the Predecessor | 5.00% | |||||||
Number of stores | 166 | 152 | 117 | |||||
Number of states in which the Company operates | 26 | 23 | 21 | |||||
Number of stores operated under other name | 2 | 2 | ||||||
Stock split, conversion ratio | 0.04 | |||||||
Predecessor | ||||||||
Business Operations | ||||||||
Ownership percentage (as a percent) | 100.00% | |||||||
Freeman Spogli & Co. | ||||||||
Business Operations | ||||||||
Number of shares outstanding | 17,750,000 | 17,750,000 | ||||||
WW Holding Corporation | Boot Barn Holding Corporation | ||||||||
Business Operations | ||||||||
Ownership percentage (as a percent) | 95.00% | |||||||
Boot Barn Holding Corporation | ||||||||
Business Operations | ||||||||
Equity interest (as a percent) | 9.60% | |||||||
Ownership percentage of noncontrolling shareholders (as a percent) | 5.00% | 5.00% |
Summary_of_significant_account3
Summary of significant accounting policies (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | |||
Dec. 28, 2013 | Dec. 28, 2013 | Mar. 28, 2015 | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 31, 2012 | Mar. 31, 2012 | Dec. 11, 2011 | |
Fiscal Year | ||||||||
Fiscal year period | 364 days | 364 days | 364 days | |||||
Accounts receivable | ||||||||
Allowance for bad debt | $0 | |||||||
Inventories | ||||||||
Amortization of inventory fair value adjustment | 288,000 | 867,000 | 867,000 | 9,199,000 | ||||
Deferred loan fees | ||||||||
Deferred loan fees, current | 558,000 | 548,000 | ||||||
Deferred loan fees, noncurrent | 2,300,000 | 1,500,000 | ||||||
Successor | ||||||||
Fiscal Year | ||||||||
Successor period | 112 days | |||||||
Inventories | ||||||||
Amortization of inventory fair value adjustment | $9,369,000 | $9,369,000 | ||||||
Predecessor | ||||||||
Fiscal Year | ||||||||
Predecessor period | 252 days |
Summary_of_significant_account4
Summary of significant accounting policies (Details 2) | 12 Months Ended |
Mar. 29, 2014 | |
Minimum | |
Property and equipment, net | |
Useful life | 5 years |
Maximum | |
Property and equipment, net | |
Useful life | 7 years |
Machinery and equipment | |
Property and equipment, net | |
Useful life | 5 years |
Furniture and fixtures | Minimum | |
Property and equipment, net | |
Useful life | 5 years |
Furniture and fixtures | Maximum | |
Property and equipment, net | |
Useful life | 7 years |
Vehicles | |
Property and equipment, net | |
Useful life | 5 years |
Summary_of_significant_account5
Summary of significant accounting policies (Details 3) (USD $) | 12 Months Ended | 3 Months Ended | 9 Months Ended | |
In Millions, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 31, 2012 | Dec. 11, 2011 |
Goodwill and indefinite-lived intangible assets | ||||
Goodwill impairment | $0 | $0 | ||
Impairment of indefinite-lived intangible assets, excluding goodwill | 0 | 0 | ||
Long-lived assets | ||||
Asset impairment charges | 0 | 0 | ||
Successor | ||||
Goodwill and indefinite-lived intangible assets | ||||
Goodwill impairment | 0 | |||
Impairment of indefinite-lived intangible assets, excluding goodwill | 0 | |||
Long-lived assets | ||||
Asset impairment charges | 0 | |||
Predecessor | ||||
Goodwill and indefinite-lived intangible assets | ||||
Goodwill impairment | 0 | |||
Impairment of indefinite-lived intangible assets, excluding goodwill | 0 | |||
Long-lived assets | ||||
Asset impairment charges | $0 | |||
Trademarks | ||||
Definite-lived intangible assets | ||||
Useful life | 6 months | 1 year 1 month 6 days | ||
Customer list | ||||
Definite-lived intangible assets | ||||
Useful life | 5 years | 5 years | ||
Non-compete agreements | ||||
Definite-lived intangible assets | ||||
Useful life | 4 years 8 months 12 days | 4 years 10 months 24 days | ||
Non-compete agreements | Minimum | ||||
Definite-lived intangible assets | ||||
Useful life | 4 years | |||
Non-compete agreements | Maximum | ||||
Definite-lived intangible assets | ||||
Useful life | 5 years | |||
Below-market leases | ||||
Definite-lived intangible assets | ||||
Useful life | 10 years 4 months 24 days | 6 years 8 months 12 days | ||
Below-market leases | Minimum | ||||
Definite-lived intangible assets | ||||
Useful life | 2 years | |||
Below-market leases | Maximum | ||||
Definite-lived intangible assets | ||||
Useful life | 17 years |
Summary_of_significant_account6
Summary of significant accounting policies (Details 4) (Boot Barn Holding Corporation) | Jun. 09, 2014 | Mar. 29, 2014 |
Boot Barn Holding Corporation | ||
Noncontrolling interest | ||
Ownership percentage of noncontrolling shareholders (as a percent) | 5.00% | 5.00% |
Summary_of_significant_account7
Summary of significant accounting policies (Details 5) (USD $) | 12 Months Ended | 3 Months Ended | 9 Months Ended | |
Mar. 29, 2014 | Mar. 30, 2013 | Mar. 31, 2012 | Dec. 11, 2011 | |
Activity related to customer loyalty program | ||||
Escheatment liability settled | $300,000 | |||
Customer Loyalty Program | ||||
Activity related to customer loyalty program | ||||
Number of days in which customers must make a qualifying purchase in order to maintain an active point balance | 365 days | |||
Number of days from award grant date in which the customer has to make a qualifying purchase to redeem the awards | 60 days | |||
Beginning Balance | 1,343,000 | 1,124,000 | ||
Provisions | 10,440,000 | 5,644,000 | ||
Usage | -9,833,000 | -5,425,000 | ||
Ending Balance | 1,950,000 | 1,343,000 | ||
Customer Loyalty Program | Successor | ||||
Activity related to customer loyalty program | ||||
Beginning Balance | 741,000 | |||
Provisions | 1,325,000 | |||
Usage | -942,000 | |||
Ending Balance | 1,124,000 | |||
Customer Loyalty Program | Predecessor | ||||
Activity related to customer loyalty program | ||||
Beginning Balance | 270,000 | |||
Provisions | 1,512,000 | |||
Usage | -1,041,000 | |||
Ending Balance | 741,000 | |||
Allowance for Sales Returns | ||||
Activity related to sales returns reserve | ||||
Beginning Balance | 238,000 | 169,000 | ||
Provisions | 15,034,000 | 9,723,000 | ||
Sales returns | -14,842,000 | -9,654,000 | ||
Ending Balance | 430,000 | 238,000 | ||
Allowance for Sales Returns | Successor | ||||
Activity related to sales returns reserve | ||||
Beginning Balance | 139,000 | |||
Provisions | 2,821,000 | |||
Sales returns | -2,791,000 | |||
Ending Balance | 169,000 | |||
Allowance for Sales Returns | Predecessor | ||||
Activity related to sales returns reserve | ||||
Beginning Balance | 139,000 | |||
Provisions | 3,800,000 | |||
Sales returns | -3,800,000 | |||
Ending Balance | $139,000 |
Summary_of_significant_account8
Summary of significant accounting policies (Details 6) (USD $) | 12 Months Ended | 3 Months Ended | 9 Months Ended | ||
Mar. 29, 2014 | Mar. 30, 2013 | Mar. 31, 2012 | Dec. 11, 2011 | Dec. 27, 2014 | |
Fair Value of Certain Financial Assets and Liabilities | |||||
Financial assets requiring fair value measurements on a recurring basis | $0 | $0 | |||
Financial liabilities requiring fair value measurements on a recurring basis | 0 | 0 | |||
Advertising costs | |||||
Prepaid advertising | 401,000 | 186,000 | |||
Advertising expense | 11,300,000 | 7,100,000 | |||
Unrecognized Tax Benefits Income Tax Penalties and Interest Accrued [Abstract] | |||||
Accrued interest and penalties | 0 | 0 | 0 | ||
Successor | |||||
Advertising costs | |||||
Advertising expense | 1,100,000 | ||||
Unrecognized Tax Benefits Income Tax Penalties and Interest Accrued [Abstract] | |||||
Accrued interest and penalties | 0 | ||||
Predecessor | |||||
Advertising costs | |||||
Advertising expense | 3,500,000 | ||||
Unrecognized Tax Benefits Income Tax Penalties and Interest Accrued [Abstract] | |||||
Accrued interest and penalties | $0 | ||||
Supplier Concentration Risk | Sales Revenue | |||||
Concentration risk | |||||
Concentration risk percentage | 40.00% | 40.00% | |||
Supplier Concentration Risk | Sales Revenue | Successor | |||||
Concentration risk | |||||
Concentration risk percentage | 39.00% | ||||
Supplier Concentration Risk | Sales Revenue | Predecessor | |||||
Concentration risk | |||||
Concentration risk percentage | 39.00% |
Business_combinations_Details
Business combinations (Details) (USD $) | 3 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 0 Months Ended | 7 Months Ended | 0 Months Ended | |||||
Dec. 27, 2014 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 27, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 31, 2012 | Mar. 31, 2012 | Dec. 11, 2011 | 25-May-13 | Mar. 29, 2014 | Aug. 31, 2012 | Mar. 30, 2013 | Dec. 12, 2011 | Dec. 11, 2012 | |
store | store | store | store | store | state | ||||||||||||
Business combinations | |||||||||||||||||
Number of stores | 166 | 166 | 152 | 152 | 117 | 152 | 117 | ||||||||||
Consideration transferred | |||||||||||||||||
Cash placed in escrow | $1,700,000 | ||||||||||||||||
Acquisition-related costs | 671,000 | 671,000 | 1,138,000 | ||||||||||||||
Additional information | |||||||||||||||||
Revaluation of contingent consideration | 28,299,000 | 26,604,000 | 73,167,000 | 69,310,000 | 91,998,000 | 62,609,000 | |||||||||||
Assets acquired: | |||||||||||||||||
Goodwill | 93,097,000 | 93,097,000 | 93,097,000 | 93,097,000 | 78,033,000 | 46,930,000 | 46,930,000 | 93,097,000 | 78,033,000 | ||||||||
Proforma information | |||||||||||||||||
Net revenue | 41,900,000 | 63,400,000 | |||||||||||||||
Net income | 3,300,000 | 100,000 | |||||||||||||||
Net sales (as reported) | 130,523,000 | 115,438,000 | 299,404,000 | 257,382,000 | 345,868,000 | 233,203,000 | |||||||||||
As adjusted net sales | 265,672,000 | 354,158,000 | 312,764,000 | ||||||||||||||
Net income | 8,763,000 | 6,673,000 | 11,120,000 | 3,768,000 | 5,660,000 | 680,000 | |||||||||||
As adjusted net income | 6,371,000 | 8,323,000 | 8,381,000 | ||||||||||||||
Successor | |||||||||||||||||
Consideration transferred | |||||||||||||||||
Acquisition-related costs | 3,027,000 | ||||||||||||||||
Additional information | |||||||||||||||||
Revaluation of contingent consideration | 12,769,000 | ||||||||||||||||
Proforma information | |||||||||||||||||
Net sales (as reported) | 58,267,000 | ||||||||||||||||
As adjusted net sales | 93,031,000 | ||||||||||||||||
Net income | -4,601,000 | -4,601,000 | |||||||||||||||
As adjusted net income | 4,405,000 | ||||||||||||||||
Predecessor | |||||||||||||||||
Consideration transferred | |||||||||||||||||
Acquisition-related costs | 7,336,000 | ||||||||||||||||
Additional information | |||||||||||||||||
Revaluation of contingent consideration | 28,145,000 | ||||||||||||||||
Proforma information | |||||||||||||||||
Net sales (as reported) | 110,429,000 | ||||||||||||||||
As adjusted net sales | 170,793,000 | ||||||||||||||||
Net income | -660,000 | ||||||||||||||||
As adjusted net income | -27,393,000 | ||||||||||||||||
Trademarks | |||||||||||||||||
Liabilities assumed: | |||||||||||||||||
Useful life | 6 months | 1 year 1 month 6 days | |||||||||||||||
Non-compete agreements | |||||||||||||||||
Liabilities assumed: | |||||||||||||||||
Useful life | 4 years 8 months 12 days | 4 years 10 months 24 days | |||||||||||||||
Non-compete agreements | Minimum | |||||||||||||||||
Liabilities assumed: | |||||||||||||||||
Useful life | 4 years | ||||||||||||||||
Non-compete agreements | Maximum | |||||||||||||||||
Liabilities assumed: | |||||||||||||||||
Useful life | 5 years | ||||||||||||||||
Customer list | |||||||||||||||||
Liabilities assumed: | |||||||||||||||||
Useful life | 5 years | 5 years | |||||||||||||||
Below-market leases | |||||||||||||||||
Liabilities assumed: | |||||||||||||||||
Useful life | 10 years 4 months 24 days | 6 years 8 months 12 days | |||||||||||||||
Below-market leases | Minimum | |||||||||||||||||
Liabilities assumed: | |||||||||||||||||
Useful life | 2 years | ||||||||||||||||
Below-market leases | Maximum | |||||||||||||||||
Liabilities assumed: | |||||||||||||||||
Useful life | 17 years | ||||||||||||||||
Baskins | |||||||||||||||||
Business combinations | |||||||||||||||||
Interest acquired | 100.00% | ||||||||||||||||
Number of stores | 30 | ||||||||||||||||
Consideration transferred | |||||||||||||||||
Fair value of consideration transferred | 37,700,000 | ||||||||||||||||
Cash transferred | 36,000,000 | ||||||||||||||||
Cash paid to acquiree members | 13,700,000 | ||||||||||||||||
Cash placed in escrow | 2,200,000 | ||||||||||||||||
Repayment of acquiree debt | 20,100,000 | ||||||||||||||||
Acquisition-related costs | 700,000 | 700,000 | |||||||||||||||
Additional information | |||||||||||||||||
Contingent consideration achievement term | 12 months | ||||||||||||||||
Number of new stores | 3 | ||||||||||||||||
Maximum cash payment if milestones are achieved | 2,100,000 | ||||||||||||||||
Actual cash payment due to achievement of milestones | 2,100,000 | ||||||||||||||||
Revaluation of contingent consideration | 400,000 | 400,000 | |||||||||||||||
Assets acquired: | |||||||||||||||||
Cash and cash equivalents | 1,935,000 | ||||||||||||||||
Current assets | 22,083,000 | ||||||||||||||||
Property and equipment, net | 5,850,000 | ||||||||||||||||
Intangible assets acquired | 5,006,000 | ||||||||||||||||
Goodwill | 15,064,000 | 15,064,000 | 15,064,000 | 15,064,000 | |||||||||||||
Other assets | 109,000 | ||||||||||||||||
Total assets acquired | 50,047,000 | ||||||||||||||||
Liabilities assumed: | |||||||||||||||||
Other current liabilities | 12,119,000 | ||||||||||||||||
Line of credit - current | 10,259,000 | ||||||||||||||||
Notes payable - current | 9,819,000 | ||||||||||||||||
Contingent consideration | 1,740,000 | ||||||||||||||||
Above-market leases | 83,000 | ||||||||||||||||
Capital lease obligation | 138,000 | ||||||||||||||||
Total liabilities assumed | 34,158,000 | ||||||||||||||||
Total purchase price | 15,889,000 | ||||||||||||||||
Proforma information | |||||||||||||||||
As adjusted net sales | 8,290,000 | 8,290,000 | 58,058,000 | ||||||||||||||
As adjusted net income | 831,000 | 580,000 | 396,000 | ||||||||||||||
Baskins | Successor | |||||||||||||||||
Proforma information | |||||||||||||||||
As adjusted net sales | 18,169,000 | ||||||||||||||||
As adjusted net income | 468,000 | ||||||||||||||||
Baskins | Predecessor | |||||||||||||||||
Proforma information | |||||||||||||||||
As adjusted net sales | 29,118,000 | ||||||||||||||||
As adjusted net income | -3,831,000 | ||||||||||||||||
Baskins | Trademarks | |||||||||||||||||
Liabilities assumed: | |||||||||||||||||
Useful life | 6 months | ||||||||||||||||
Baskins | Non-compete agreements | |||||||||||||||||
Liabilities assumed: | |||||||||||||||||
Useful life | 4 years | ||||||||||||||||
Baskins | Non-compete agreements | Minimum | |||||||||||||||||
Liabilities assumed: | |||||||||||||||||
Useful life | 4 years | ||||||||||||||||
Baskins | Non-compete agreements | Maximum | |||||||||||||||||
Liabilities assumed: | |||||||||||||||||
Useful life | 5 years | ||||||||||||||||
Baskins | Customer list | |||||||||||||||||
Liabilities assumed: | |||||||||||||||||
Useful life | 5 years | ||||||||||||||||
Baskins | Below-market leases | Minimum | |||||||||||||||||
Liabilities assumed: | |||||||||||||||||
Useful life | 2 years | ||||||||||||||||
Baskins | Below-market leases | Maximum | |||||||||||||||||
Liabilities assumed: | |||||||||||||||||
Useful life | 17 years | ||||||||||||||||
RCC | |||||||||||||||||
Business combinations | |||||||||||||||||
Interest acquired | 100.00% | ||||||||||||||||
Number of additional states expanded into as a result of the acquisition | 11 | ||||||||||||||||
Consideration transferred | |||||||||||||||||
Cash transferred | 43,500,000 | ||||||||||||||||
Acquisition-related costs | 1,100,000 | ||||||||||||||||
Debt issuance costs | 1,200,000 | ||||||||||||||||
Shares issued in connection with the acquisition | 296,725 | ||||||||||||||||
Value of shares issued in connection with the acquisition | 2,000,000 | ||||||||||||||||
Assets acquired: | |||||||||||||||||
Cash and cash equivalents | 1,500,000 | ||||||||||||||||
Current assets | 19,528,000 | ||||||||||||||||
Property and equipment | 3,616,000 | ||||||||||||||||
Intangible assets acquired | 5,002,000 | ||||||||||||||||
Goodwill | 31,103,000 | 31,103,000 | 31,103,000 | ||||||||||||||
Other assets | 21,000 | ||||||||||||||||
Total assets acquired | 59,270,000 | ||||||||||||||||
Liabilities assumed: | |||||||||||||||||
Current liabilities assumed | 10,252,000 | ||||||||||||||||
Line of credit - current | 5,405,000 | ||||||||||||||||
Below market lease liability | 154,000 | ||||||||||||||||
Total purchase price | 43,459,000 | ||||||||||||||||
Proforma information | |||||||||||||||||
Net revenue | 35,500,000 | ||||||||||||||||
Net income | 500,000 | ||||||||||||||||
As adjusted net sales | 21,503,000 | ||||||||||||||||
As adjusted net income | -1,100,000 | 2,818,000 | |||||||||||||||
RCC | Successor | |||||||||||||||||
Proforma information | |||||||||||||||||
As adjusted net sales | 16,595,000 | ||||||||||||||||
As adjusted net income | 413,000 | ||||||||||||||||
RCC | Predecessor | |||||||||||||||||
Proforma information | |||||||||||||||||
As adjusted net sales | 31,246,000 | ||||||||||||||||
As adjusted net income | -7,108,000 | ||||||||||||||||
Boot Barn Holding Corporation | |||||||||||||||||
Consideration transferred | |||||||||||||||||
Cash transferred | 88,100,000 | ||||||||||||||||
Equity interests contributed | 2,600,000 | ||||||||||||||||
Assets acquired: | |||||||||||||||||
Cash and cash equivalents | 2,500,000 | ||||||||||||||||
Current assets | 71,869,000 | ||||||||||||||||
Property and equipment | 6,228,000 | ||||||||||||||||
Intangible assets acquired | 56,380,000 | ||||||||||||||||
Goodwill | 46,930,000 | ||||||||||||||||
Other assets | 336,000 | ||||||||||||||||
Total assets acquired | 181,743,000 | ||||||||||||||||
Liabilities assumed: | |||||||||||||||||
Current liabilities assumed | 36,087,000 | ||||||||||||||||
Line of credit - current | 21,692,000 | ||||||||||||||||
Below market lease liability | 33,214,000 | ||||||||||||||||
Total purchase price | 90,750,000 | ||||||||||||||||
Proforma information | |||||||||||||||||
As adjusted net income | 3,183,000 | 4,487,000 | |||||||||||||||
Boot Barn Holding Corporation | Successor | |||||||||||||||||
Consideration transferred | |||||||||||||||||
Acquisition-related costs | 3,000,000 | ||||||||||||||||
Proforma information | |||||||||||||||||
As adjusted net income | 8,125,000 | ||||||||||||||||
Boot Barn Holding Corporation | Predecessor | |||||||||||||||||
Consideration transferred | |||||||||||||||||
Acquisition-related costs | 7,300,000 | ||||||||||||||||
Proforma information | |||||||||||||||||
As adjusted net income | ($15,794,000) |
Prepaid_expenses_and_other_cur2
Prepaid expenses and other current assets (Details) (USD $) | Dec. 27, 2014 | Mar. 29, 2014 | Mar. 30, 2013 |
In Thousands, unless otherwise specified | |||
Prepaid expenses and other current assets | |||
Prepaid rent and property taxes | $2,096 | $1,331 | |
Prepaid advertising | 401 | 186 | |
Prepaid insurance | 81 | 280 | |
Deferred taxes | 4,748 | 2,452 | |
Income tax receivable | 31 | ||
Deferred loan fees - current | 558 | 548 | |
Other | 801 | 483 | |
Total prepaid expenses and other current assets | $7,509 | $8,685 | $5,311 |
Property_and_equipment_net_Det
Property and equipment, net (Details) (USD $) | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 31, 2012 | Mar. 31, 2012 | Dec. 11, 2011 |
Property and equipment, net | |||||||
Property and equipment, gross | $28,969 | $13,929 | |||||
Less: Accumulated depreciation | -7,519 | -3,193 | |||||
Property and equipment, net | 27,025 | 21,450 | 10,736 | ||||
Depreciation | 4,481 | 2,872 | 4,628 | 2,662 | |||
Successor | |||||||
Property and equipment, net | |||||||
Depreciation | 656 | 656 | |||||
Predecessor | |||||||
Property and equipment, net | |||||||
Depreciation | 1,163 | ||||||
Leasehold improvements | |||||||
Property and equipment, net | |||||||
Property and equipment, gross | 12,491 | 5,634 | |||||
Machinery and equipment | |||||||
Property and equipment, net | |||||||
Property and equipment, gross | 5,964 | 3,781 | |||||
Furniture and fixtures | |||||||
Property and equipment, net | |||||||
Property and equipment, gross | 9,373 | 4,085 | |||||
Construction in progress | |||||||
Property and equipment, net | |||||||
Property and equipment, gross | 754 | 104 | |||||
Vehicles | |||||||
Property and equipment, net | |||||||
Property and equipment, gross | $387 | $325 |
Intangible_assets_net_Details
Intangible assets, net (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 27, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 31, 2012 | Mar. 31, 2012 | Dec. 11, 2011 |
Intangible assets, net | |||||||||
Gross carrying amount | $16,488 | $16,488 | $16,488 | $11,482 | |||||
Accumulated amortization | -8,827 | -8,827 | -6,865 | -3,365 | |||||
Net | 7,661 | 7,661 | 9,623 | 8,117 | |||||
Gross carrying amount | 66,588 | 66,588 | 66,588 | 61,382 | |||||
Intangible assets, net | 57,761 | 57,761 | 59,723 | 58,017 | |||||
Amortization expense | 600 | 1,000 | 1,962 | 2,903 | 3,501 | 2,926 | |||
Fiscal year maturity | |||||||||
2015 | 631 | 631 | 2,308 | ||||||
2016 | 2,324 | 2,324 | 2,225 | ||||||
2017 | 1,772 | 1,772 | 1,993 | ||||||
2018 | 777 | 777 | 947 | ||||||
2019 | 438 | 438 | 500 | ||||||
Thereafter | 1,719 | 1,719 | 1,650 | ||||||
Total | 7,661 | 7,661 | 9,623 | ||||||
Trademarks | |||||||||
Intangible assets, net | |||||||||
Indefinite-lived intangible assets | 50,100 | 50,100 | 50,100 | 49,900 | |||||
Successor | |||||||||
Intangible assets, net | |||||||||
Amortization expense | 439 | 439 | |||||||
Predecessor | |||||||||
Intangible assets, net | |||||||||
Amortization expense | 55 | ||||||||
Trademarks | |||||||||
Intangible assets, net | |||||||||
Gross carrying amount | 2,490 | 2,490 | 2,490 | 1,550 | |||||
Accumulated amortization | -2,490 | -2,490 | -2,490 | -1,338 | |||||
Net | 212 | ||||||||
Weighted average useful life | 6 months | 1 year 1 month 6 days | |||||||
Weighted average useful life | 10 months 24 days | ||||||||
Customer list | |||||||||
Intangible assets, net | |||||||||
Gross carrying amount | 7,300 | 7,300 | 7,300 | 6,700 | |||||
Accumulated amortization | -4,038 | -4,038 | -2,732 | -1,292 | |||||
Net | 3,262 | 3,262 | 4,568 | 5,408 | |||||
Weighted average useful life | 5 years | 5 years | |||||||
Non-compete agreements | |||||||||
Intangible assets, net | |||||||||
Gross carrying amount | 1,380 | 1,380 | 1,380 | 1,200 | |||||
Accumulated amortization | -723 | -723 | -500 | -211 | |||||
Net | 657 | 657 | 880 | 989 | |||||
Weighted average useful life | 4 years 8 months 12 days | 4 years 10 months 24 days | |||||||
Below-market leases | |||||||||
Intangible assets, net | |||||||||
Below market lease, gross | 5,318 | 5,318 | 5,318 | 2,032 | |||||
Below market lease, accumulated amortization | -1,576 | -1,576 | -1,143 | -524 | |||||
Below market lease, net | $3,742 | $3,742 | $4,175 | $1,508 | |||||
Weighted average useful life | 10 years 4 months 24 days | 6 years 8 months 12 days |
Accrued_expenses_and_other_cur2
Accrued expenses and other current liabilities (Details) (USD $) | Dec. 27, 2014 | Mar. 29, 2014 | Mar. 30, 2013 |
In Thousands, unless otherwise specified | |||
Accrued expenses and other current liabilities | |||
Accrued compensation | $5,225 | $3,780 | |
Deferred revenue - gift cards and layaways | 3,752 | 2,645 | |
Sales tax liability | 2,900 | 1,816 | |
Accrued interest | 1,738 | 1,761 | |
Sales award redemption liability | 1,950 | 1,343 | |
Capital leases - short term | 61 | 43 | |
Other | 5,137 | 3,334 | |
Total accrued expenses | $33,186 | $20,763 | $14,722 |
Revolving_credit_facilities_an2
Revolving credit facilities and long-term debt (Details) (USD $) | 1 Months Ended | 9 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||
Apr. 30, 2014 | Dec. 27, 2014 | Dec. 27, 2014 | Mar. 29, 2014 | Nov. 05, 2014 | Nov. 04, 2014 | Oct. 01, 2012 | Aug. 31, 2012 | Mar. 30, 2013 | Apr. 15, 2014 | Apr. 14, 2014 | 31-May-13 | Apr. 13, 2014 | Sep. 23, 2013 | Dec. 11, 2011 | |
Revolving credit facilities and long-term debt | |||||||||||||||
Outstanding balance of credit facilities | $32,043,000 | $32,043,000 | $28,624,000 | $18,910,000 | |||||||||||
Dividends paid | 41,300,000 | 41,300,000 | |||||||||||||
Revolving credit facility (PNC Bank, N.A.) | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Borrowing capacity | 35,000,000 | 70,000,000 | 60,000,000 | 60,000,000 | |||||||||||
Option to increase maximum borrowing capacity | 70,000,000 | ||||||||||||||
Threshold percentage of the maximum borrowing capacity, at which different percentage points added to the variable rate or reference rate to compute the final interest rate on the debt instrument will apply | 60.00% | ||||||||||||||
Outstanding balance of credit facilities | 32,000,000 | 32,000,000 | 28,600,000 | ||||||||||||
Amount available to borrow | 38,000,000 | 38,000,000 | 2,800,000 | ||||||||||||
Interest Expense | 1,500,000 | 900,000 | |||||||||||||
Revolving credit facility (PNC Bank, N.A.) | Federal funds open rate | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Percentage points added to the reference rate to compute the variable rate | 0.50% | 0.50% | |||||||||||||
Revolving credit facility (PNC Bank, N.A.) | LIBOR rate | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Description of variable rate basis | one month LIBOR | ||||||||||||||
Percentage points added to the reference rate to compute the variable rate | 1.00% | ||||||||||||||
Revolving credit facility (PNC Bank, N.A.) | Eurodollar rate | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Description of variable rate basis | one, two, three or six months | ||||||||||||||
Revolving credit facility (PNC Bank, N.A.) | One-month LIBOR rate | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Description of variable rate basis | one month LIBOR | ||||||||||||||
Percentage points added to the reference rate to compute the variable rate | 1.00% | ||||||||||||||
Revolving credit facility (PNC Bank, N.A.) | Borrowings less than 60% of the maximum borrowing capacity | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Percentage added to the variable rate to compute the final interest rate | 0.75% | ||||||||||||||
Revolving credit facility (PNC Bank, N.A.) | Borrowings less than 60% of the maximum borrowing capacity | Highest of the bank's public lending rate or prime rate | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Percentage added to the variable rate to compute the final interest rate | 0.75% | ||||||||||||||
Revolving credit facility (PNC Bank, N.A.) | Borrowings less than 60% of the maximum borrowing capacity | LIBOR rate | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Percentage added to the variable rate to compute the final interest rate | 0.75% | ||||||||||||||
Revolving credit facility (PNC Bank, N.A.) | Borrowings less than 60% of the maximum borrowing capacity | Eurodollar rate | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Percentage points added to the reference rate to compute the variable rate | 0.75% | 0.75% | |||||||||||||
Revolving credit facility (PNC Bank, N.A.) | Borrowings greater than 60% of the maximum borrowing capacity | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Percentage added to the variable rate to compute the final interest rate | 1.00% | ||||||||||||||
Revolving credit facility (PNC Bank, N.A.) | Borrowings greater than 60% of the maximum borrowing capacity | Highest of the bank's public lending rate or prime rate | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Percentage added to the variable rate to compute the final interest rate | 1.00% | ||||||||||||||
Revolving credit facility (PNC Bank, N.A.) | Borrowings greater than 60% of the maximum borrowing capacity | LIBOR rate | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Percentage added to the variable rate to compute the final interest rate | 1.00% | ||||||||||||||
Revolving credit facility (PNC Bank, N.A.) | Borrowings greater than 60% of the maximum borrowing capacity | Eurodollar rate | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Percentage points added to the reference rate to compute the variable rate | 1.00% | 1.00% | |||||||||||||
Borrowings at interest rate one | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Outstanding balance of credit facilities | 30,000,000 | 30,000,000 | 25,000,000 | ||||||||||||
Line of credit interest rate (as a percent) | 1.91% | 1.91% | 1.91% | ||||||||||||
Borrowings at interest rate two | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Outstanding balance of credit facilities | 2,000,000 | 2,000,000 | 3,600,000 | ||||||||||||
Line of credit interest rate (as a percent) | 4.00% | 4.00% | 4.00% | ||||||||||||
$130 million term loan due May 2019 (Golub Capital LLC) | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Principal amount | 130,000,000 | 99,200,000 | 100,000,000 | ||||||||||||
Outstanding balance of loan | 47,400,000 | 47,400,000 | 99,500,000 | ||||||||||||
Periodic payment | 119,953 | 250,000 | |||||||||||||
Required payment frequency | quarterly | ||||||||||||||
LIBOR floor rate | 1.00% | 1.25% | |||||||||||||
Effective interest rate (as a percent) | 6.75% | 6.75% | 7.00% | ||||||||||||
Interest Expense | 6,000,000 | 1,400,000 | 5,900,000 | ||||||||||||
Percentage of excess cash flow receipts required to be used to make prepayments of outstanding loan | 50.00% | ||||||||||||||
Threshold amount of voluntary prepayments, above which early termination fees will apply | 10,000,000 | 10,000,000 | |||||||||||||
Number of events of default occurred | 0 | 0 | 0 | ||||||||||||
Interest rate (as a percent) | 6.75% | 7.00% | |||||||||||||
$130 million term loan due May 2019 (Golub Capital LLC) | Highest of the bank's public lending rate or prime rate | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Percentage added to the variable rate to compute the final interest rate | 4.75% | 4.75% | |||||||||||||
$130 million term loan due May 2019 (Golub Capital LLC) | Federal funds open rate | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Percentage added to the variable rate to compute the final interest rate | 4.75% | 4.75% | |||||||||||||
Percentage points added to the reference rate to compute the variable rate | 0.50% | 0.50% | |||||||||||||
$130 million term loan due May 2019 (Golub Capital LLC) | LIBOR rate | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Description of variable rate basis | one, two, three, six, or, if available to all lenders, nine or 12 months | one, two, three, six, or, if available to all lenders, nine or 12 months | |||||||||||||
Percentage added to the variable rate to compute the final interest rate | 5.75% | ||||||||||||||
Percentage points added to the reference rate to compute the variable rate | 5.75% | 1.25% | |||||||||||||
LIBOR floor rate | 1.00% | 1.25% | |||||||||||||
$130 million term loan due May 2019 (Golub Capital LLC) | One-month LIBOR rate | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Description of variable rate basis | one month LIBOR | one-month LIBOR | |||||||||||||
Percentage added to the variable rate to compute the final interest rate | 4.75% | 4.75% | |||||||||||||
Percentage points added to the reference rate to compute the variable rate | 1.00% | 1.00% | |||||||||||||
LIBOR floor rate | 1.25% | 1.25% | |||||||||||||
$20 million term loan (PNC Bank, N.A.) | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Principal amount | 20,000,000 | ||||||||||||||
Periodic payment | 166,667 | ||||||||||||||
Required payment frequency | monthly | ||||||||||||||
Interest rate (as a percent) | 7.50% | ||||||||||||||
Senior subordinated term loans (related party term loans) | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Principal amount | 25,000,000 | ||||||||||||||
Outstanding balance of loan | 50,500,000 | ||||||||||||||
Interest rate (as a percent) | 12.50% | ||||||||||||||
Additional borrowings | 25,500,000 | ||||||||||||||
Golub Loan and PNC Line of Credit | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Deferred loan fees | 4,100,000 | 4,100,000 | 3,400,000 | ||||||||||||
Remaining balance of deferred loan fees | 1,400,000 | 1,400,000 | 2,900,000 | ||||||||||||
Contractual maturities | |||||||||||||||
2015 | 120,000 | 120,000 | 1,000,000 | ||||||||||||
2016 | 480,000 | 480,000 | 1,000,000 | ||||||||||||
2017 | 480,000 | 480,000 | 1,000,000 | ||||||||||||
2018 | 480,000 | 480,000 | 1,000,000 | ||||||||||||
2019 | 32,523,000 | 32,523,000 | 29,624,000 | ||||||||||||
Thereafter | 45,408,000 | 45,408,000 | 94,500,000 | ||||||||||||
Total | $79,491,000 | $79,491,000 | $128,124,000 |
Stockbased_compensation_Detail
Stock-based compensation (Details) (USD $) | 9 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | ||||
Dec. 27, 2014 | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 28, 2013 | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 31, 2012 | Dec. 11, 2011 | Apr. 11, 2014 | Mar. 31, 2012 | Jan. 27, 2012 | |
Stock-Based Compensation | |||||||||||
Less: Cash payment to holders of vested options | $1,443,000 | ||||||||||
Stock Options | |||||||||||
Stock-Based Compensation | |||||||||||
Grant date fair value, per share | $6.55 | $6.82 | |||||||||
Share price (in dollars per share) | $18.42 | $18.42 | $11.40 | $7.47 | |||||||
Assumptions used | |||||||||||
Expected option term | P6Y6M | P6Y6M | P6Y6M | P6Y6M | P6Y6M | P6Y6M | P6Y6M | ||||
Expected volatility factor | 56.00% | 56.00% | 56.00% | 58.00% | 56.00% | ||||||
Risk-free interest rate, minimum | 1.70% | 1.70% | 1.90% | 1.91% | |||||||
Risk-free interest rate, maximum | 2.00% | 1.80% | 2.00% | 2.03% | |||||||
Risk-free interest rate | 1.90% | 1.01% | 2.37% | ||||||||
Expected annual dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | ||||
Stock Options | |||||||||||
Outstanding at the beginning of period | 2,515,000 | 2,202,500 | 2,202,500 | ||||||||
Granted | 362,150 | 312,500 | |||||||||
Outstanding at the end of period | 2,877,150 | 2,877,150 | 2,515,000 | 2,202,500 | |||||||
Vested and expected to vest at end of period | 2,877,150 | 2,877,150 | 2,515,000 | ||||||||
Exercisable at end of period | 962,850 | 962,850 | 721,450 | ||||||||
Grant Date Weighted-Average Exercise Price | |||||||||||
Outstanding at the beginning of period | $5.97 | $7.09 | $7.09 | ||||||||
Granted | $12.21 | $9.53 | |||||||||
Outstanding at the end of period | $6.76 | $6.76 | $5.97 | $7.09 | |||||||
Vested and expected to vest at end of period | $6.76 | $6.76 | $7.40 | ||||||||
Exercisable at end of period | $6.61 | $6.61 | $6.45 | ||||||||
Weighted Average Remaining Contractual Life | |||||||||||
Weighted average remaining contractual life, awards outstanding | 7 years 8 months 12 days | 8 years 3 months 18 days | |||||||||
Weighted average remaining contractual life, awards vested and expected to vest | 7 years 8 months 12 days | 8 years 3 months 18 days | |||||||||
Weighted average remaining contractual life, awards exercisable | 7 years 4 months 24 days | 7 years 10 months 24 days | |||||||||
Aggregate Intrinsic Value | |||||||||||
Aggregate intrinsic value, awards outstanding | 33,556,000 | 33,556,000 | 10,072,000 | ||||||||
Aggregate intrinsic value, awards vested and expected to vest | 33,556,000 | 33,556,000 | 10,072,000 | ||||||||
Aggregate intrinsic value, awards exercisable | 11,372,000 | 11,372,000 | 3,570,000 | ||||||||
Stock Options | Predecessor | |||||||||||
Stock Options | |||||||||||
Granted | 0 | ||||||||||
Stock Options | Minimum | |||||||||||
Assumptions used | |||||||||||
Expected volatility factor | 38.60% | 38.60% | |||||||||
Stock Options | Maximum | |||||||||||
Assumptions used | |||||||||||
Expected volatility factor | 56.00% | 55.00% | |||||||||
Stock Options | Members of management | |||||||||||
Stock-Based Compensation | |||||||||||
Vesting period | 5 years | 5 years | |||||||||
Grant date fair value | 2,400,000 | 900,000 | |||||||||
Stock Options | Members of management | Minimum | |||||||||||
Stock-Based Compensation | |||||||||||
Grant date fair value, per share | $6.08 | $6.08 | |||||||||
Grant Date Weighted-Average Exercise Price | |||||||||||
Granted | $9.40 | $9.40 | |||||||||
Stock Options | Members of management | Maximum | |||||||||||
Stock-Based Compensation | |||||||||||
Grant date fair value, per share | $7.79 | $7.79 | |||||||||
Grant Date Weighted-Average Exercise Price | |||||||||||
Granted | $16 | $16 | |||||||||
2011 Plan | Stock Options | |||||||||||
Stock-Based Compensation | |||||||||||
Shares authorized | 3,750,000 | ||||||||||
Expiration period | 10 years | 10 years | |||||||||
Vesting period | 5 years | 5 years | |||||||||
Less: Cash payment to holders of vested options | 1,400,000 | ||||||||||
Number of options for which exercise price was lowered | 1,918,550 | ||||||||||
2011 Plan | Stock Options | Members of management | |||||||||||
Stock-Based Compensation | |||||||||||
Vesting period | 5 years | 5 years | |||||||||
Grant date fair value | 700,000 | 2,100,000 | 2,100,000 | 3,500,000 | |||||||
Grant date fair value, per share | $6.82 | $3.87 | |||||||||
Stock Options | |||||||||||
Granted | 237,500 | 237,500 | 112,500 | 312,500 | 312,500 | ||||||
2011 Plan | Stock Options | Members of management | Successor | |||||||||||
Stock-Based Compensation | |||||||||||
Grant date fair value | $4,400,000 | ||||||||||
Grant date fair value, per share | $1.93 | ||||||||||
2011 Plan | Stock Options | Members of management | Minimum | |||||||||||
Stock-Based Compensation | |||||||||||
Grant date fair value, per share | 6.64 | $6.64 | $6.64 | $3.43 | |||||||
Grant Date Weighted-Average Exercise Price | |||||||||||
Granted | 7.18 | $7.18 | $4 | ||||||||
2011 Plan | Stock Options | Members of management | Minimum | Successor | |||||||||||
Stock-Based Compensation | |||||||||||
Grant date fair value, per share | $1.60 | ||||||||||
2011 Plan | Stock Options | Members of management | Maximum | |||||||||||
Stock-Based Compensation | |||||||||||
Grant date fair value, per share | 6.92 | $6.92 | $6.92 | $4.31 | |||||||
Grant Date Weighted-Average Exercise Price | |||||||||||
Granted | 8.16 | $8.16 | $11.21 | ||||||||
2011 Plan | Stock Options | Members of management | Maximum | Successor | |||||||||||
Stock-Based Compensation | |||||||||||
Grant date fair value, per share | $2.26 |
Stockbased_compensation_Detail1
Stock-based compensation (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | |||
In Millions, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 27, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 31, 2012 | Dec. 11, 2011 |
Stock-Based Compensation | ||||||||
Stock-based compensation expense | $0.50 | $0.30 | $1.50 | $0.90 | $1.30 | $0.80 | ||
Successor | ||||||||
Stock-Based Compensation | ||||||||
Stock-based compensation expense | 0.1 | |||||||
Predecessor | ||||||||
Stock-Based Compensation | ||||||||
Stock-based compensation expense | 0 | |||||||
Cost of goods sold. | ||||||||
Stock-Based Compensation | ||||||||
Stock-based compensation expense | $0.10 | $0.10 | $0.30 | $0.20 | $0.20 | $0.20 |
Stockbased_compensation_Detail2
Stock-based compensation (Details 3) (Stock Options, USD $) | 9 Months Ended | 12 Months Ended |
In Millions, except Share data, unless otherwise specified | Dec. 27, 2014 | Mar. 29, 2014 |
Stock Options | ||
Shares | ||
Nonvested at beginning of period | 1,793,550 | 1,915,125 |
Granted | 362,150 | 312,500 |
Vested | -241,400 | -434,075 |
Nonvested at end of period | 1,914,300 | 1,793,550 |
Weighted-Average Grant Date Fair Value | ||
Nonvested at beginning of period | $3.55 | $1.56 |
Granted | $6.55 | $6.82 |
Vested | $4.63 | $2.73 |
Nonvested at end of period | $3.98 | $3.55 |
Unrecognized stock-based compensation expense | $5.80 | |
Weighted-average recognition period | 2 years 4 months 24 days |
Commitments_and_contingencies_
Commitments and contingencies (Details) | 9 Months Ended | 12 Months Ended |
Dec. 27, 2014 | Mar. 29, 2014 | |
item | item | |
Commitments and Contingencies. | ||
Number of key officers with employment agreements | 3 | 2 |
Number of the key officers employment agreements expiring in November 2015 | 1 | 1 |
Automatic renewal terms of the key officers employment agreements expiring in November 2015 | 1 year | 1 year |
Leases_Details
Leases (Details) (USD $) | 12 Months Ended | 3 Months Ended | 9 Months Ended | |
Mar. 29, 2014 | Mar. 30, 2013 | Mar. 31, 2012 | Dec. 11, 2011 | |
Leases | ||||
Rent expense | $25,000,000 | $17,000,000 | ||
Operating leases, future minimum payments | ||||
2015 | 19,632,000 | |||
2016 | 16,821,000 | |||
2017 | 14,287,000 | |||
2018 | 12,373,000 | |||
2019 | 9,318,000 | |||
Thereafter | 23,971,000 | |||
Total | 96,402,000 | |||
Successor | ||||
Leases | ||||
Rent expense | 3,900,000 | |||
Predecessor | ||||
Leases | ||||
Rent expense | 8,100,000 | |||
Related Party | ||||
Operating leases, future minimum payments | ||||
2015 | 190,000 | |||
2016 | 195,000 | |||
2017 | 199,000 | |||
2018 | 101,000 | |||
Total | 685,000 | |||
Other | ||||
Operating leases, future minimum payments | ||||
2015 | 19,442,000 | |||
2016 | 16,626,000 | |||
2017 | 14,088,000 | |||
2018 | 12,272,000 | |||
2019 | 9,318,000 | |||
Thereafter | 23,971,000 | |||
Total | $95,717,000 |
Leases_Details_2
Leases (Details 2) (USD $) | 12 Months Ended | ||
Mar. 29, 2014 | Dec. 27, 2014 | Mar. 30, 2013 | |
Leases | |||
Gross value of assets under capital lease arrangements | $200,000 | ||
Accumulated depreciation of leased assets | 100,000 | ||
Interest rate, minimum | 0.00% | ||
Interest rate, maximum | 12.00% | ||
Long-term liabilities | |||
Above-market leases | 266,000 | 412,000 | |
Deferred rent - long-term | 2,123,000 | 1,043,000 | |
Long-term portion of capital lease obligation | 23,000 | 45,000 | |
Total other liabilities | 2,412,000 | 3,470,000 | 1,500,000 |
Capital leases, future minimum payments | |||
2015 | 61,000 | ||
2016 | 23,000 | ||
2017 | 4,000 | ||
Total minimum lease payments | 88,000 | ||
Less: Amount representing interest | -4,000 | ||
Present value of minimum lease payments | 84,000 | ||
Less: Current portion | -61,000 | -43,000 | |
Long-term portion | $23,000 | $45,000 |
Defined_contribution_plan_Deta
Defined contribution plan (Details) (USD $) | 12 Months Ended | 3 Months Ended | 9 Months Ended | |
In Millions, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 31, 2012 | Dec. 11, 2011 |
item | ||||
Minimum number of hours required for eligibility | 1,000 | |||
Minimum employment duration for plan eligibility | 1 year | |||
Percentage of employer match | 100.00% | |||
Percentage of employee gross pay for which employer contributes a full matching contribution | 3.00% | |||
Percentage of employer match, after initial threshold | 50.00% | |||
Percentage of employee gross pay for which employer contributes a partial matching contribution | 5.00% | |||
Plan contributions and plan costs | $0.30 | $0.20 | ||
Successor | ||||
Plan contributions and plan costs | 0.1 | |||
Predecessor | ||||
Plan contributions and plan costs | $0.10 |
Income_taxes_Details
Income taxes (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | ||||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 27, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 31, 2012 | Mar. 31, 2012 | Dec. 11, 2011 |
Current: | |||||||||
Federal | $4,510 | $1,148 | |||||||
State | 685 | 314 | |||||||
Total current | 5,195 | 1,462 | |||||||
Deferred: | |||||||||
Federal | -1,536 | -530 | |||||||
State | -338 | -106 | |||||||
Total deferred | 604 | 338 | -1,874 | -633 | |||||
Total deferred | -636 | ||||||||
Total income tax expense (benefit) | 4,929 | 4,167 | 6,794 | 2,434 | 3,321 | 826 | |||
The reconciliation between the Company's effective tax rate on income from operations and the statutory tax rate | |||||||||
Expected provision at statutory U.S. federal tax rate | 34.00% | 34.00% | |||||||
State and local taxes, net of federal tax benefit | 4.50% | 4.20% | |||||||
Change in tax rates | -0.10% | -2.90% | |||||||
State credits | -1.80% | ||||||||
Acquisition costs | 20.00% | ||||||||
Other | 0.40% | -0.50% | |||||||
Effective tax rate | 36.00% | 38.40% | 37.90% | 39.20% | 37.00% | 54.80% | |||
Deferred tax assets: | |||||||||
State taxes | 1,002 | 972 | |||||||
Accrued liabilities | 813 | 381 | |||||||
Award program liabilities | 787 | 542 | |||||||
Deferred revenue | 434 | 277 | |||||||
Inventory | 2,997 | 1,565 | |||||||
Stock options | 879 | 358 | |||||||
Other | 257 | 171 | |||||||
Total deferred tax assets | 7,169 | 4,266 | |||||||
Deferred tax liabilities: | |||||||||
Depreciation and amortization | -22,084 | -21,037 | |||||||
Prepaid expenses | -297 | -315 | |||||||
Total deferred tax liabilities | -22,381 | -21,352 | |||||||
Deferred income taxes, net | -15,212 | -17,086 | |||||||
Valuation allowance | 0 | 0 | |||||||
Unrecognized tax benefits | |||||||||
Unrecognized tax benefits | 0 | 0 | |||||||
Successor | |||||||||
Current: | |||||||||
Federal | 2,004 | ||||||||
State | 463 | ||||||||
Total current | 2,467 | ||||||||
Deferred: | |||||||||
Federal | -2,873 | ||||||||
State | -641 | ||||||||
Total deferred | -2,374 | ||||||||
Total deferred | -3,514 | ||||||||
Total income tax expense (benefit) | -1,047 | ||||||||
The reconciliation between the Company's effective tax rate on income from operations and the statutory tax rate | |||||||||
Expected provision at statutory U.S. federal tax rate | 34.00% | ||||||||
State and local taxes, net of federal tax benefit | 2.00% | ||||||||
Acquisition costs | -17.40% | ||||||||
Other | -0.10% | ||||||||
Effective tax rate | 18.50% | ||||||||
Predecessor | |||||||||
Current: | |||||||||
Federal | -17 | ||||||||
State | 71 | ||||||||
Total current | 54 | ||||||||
Deferred: | |||||||||
Federal | -102 | ||||||||
State | -87 | ||||||||
Total deferred | -189 | ||||||||
Total income tax expense (benefit) | ($135) | ||||||||
The reconciliation between the Company's effective tax rate on income from operations and the statutory tax rate | |||||||||
Expected provision at statutory U.S. federal tax rate | 34.00% | ||||||||
State and local taxes, net of federal tax benefit | 1.50% | ||||||||
Acquisition costs | -18.70% | ||||||||
Other | 0.20% | ||||||||
Effective tax rate | 17.00% |
Related_party_transactions_Det
Related party transactions (Details) (USD $) | 12 Months Ended | 3 Months Ended | 9 Months Ended | |||
In Millions, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 31, 2012 | Dec. 11, 2011 | Dec. 27, 2014 | Dec. 28, 2013 |
store | store | stockholder | ||||
store | ||||||
Related Party Transactions | ||||||
Number of stores involved in agreement | 152 | 117 | 166 | |||
Lease payments | $25 | $17 | ||||
Successor | ||||||
Related Party Transactions | ||||||
Lease payments | 3.9 | |||||
Predecessor | ||||||
Related Party Transactions | ||||||
Lease payments | 8.1 | |||||
Leases and other transactions | Minority Stockholder | ||||||
Related Party Transactions | ||||||
Number of stores involved in agreement | 1 | 1 | 1 | |||
Number of minority stockholders involved in related party lease agreement | 1 | 1 | 1 | |||
Leases and other transactions | Minority Stockholder | Successor | ||||||
Related Party Transactions | ||||||
Number of stores involved in agreement | 1 | |||||
Leases and other transactions | Minority Stockholder | Selling, general and administrative expenses | ||||||
Related Party Transactions | ||||||
Lease payments | 0.2 | 0.2 | ||||
Leases and other transactions | Minority Stockholder | Selling, general and administrative expenses | Successor | ||||||
Related Party Transactions | ||||||
Lease payments | 0.1 | |||||
Leases and other transactions | Minority Stockholder | Selling, general and administrative expenses | Predecessor | ||||||
Related Party Transactions | ||||||
Lease payments | 1 | |||||
Related party loans | Subordinated lenders who own common stock of the Company | ||||||
Related Party Transactions | ||||||
Interest and early termination fees | 3.6 | 4.5 | 3.6 | |||
Related party loans | Subordinated lenders who own common stock of the Company | Successor | ||||||
Related Party Transactions | ||||||
Interest and early termination fees | 0.1 | |||||
Related party loans | Subordinated lenders who own common stock of the Company | Predecessor | ||||||
Related Party Transactions | ||||||
Interest and early termination fees | 2.1 | |||||
Payments relating to the purchase of Predecessor | Freeman Spogli & Co. | ||||||
Related Party Transactions | ||||||
Advisory services fee | 1.3 | |||||
Number of directors receiving payment | 1 | |||||
Payments to related party | $0.10 |
Earnings_loss_per_share_Detail
Earnings (loss) per share (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | 3 Months Ended | 9 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 27, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 31, 2012 | Dec. 11, 2011 |
Antidiluted securities excluded from the computation of earnings (loss) per share | ||||||||
Net income attributed to Boot Barn Holdings, Inc. | $8,763 | $6,339 | $11,116 | $3,579 | $5,377 | $646 | ||
Less: Cash payment to holders of vested options | -1,443 | |||||||
Weighted average basic shares outstanding | 23,704,000 | 18,929,000 | 20,928,000 | 18,929,000 | 18,929,000 | 18,757,000 | ||
Dilutive effect of stock options | 852,000 | 503,000 | 671,000 | 344,000 | 246,000 | |||
Weighted average diluted shares outstanding | 24,556,000 | 19,432,000 | 21,599,000 | 19,273,000 | 19,175,000 | 18,757,000 | ||
Basic earnings (loss) per share | $0.37 | $0.33 | $0.46 | $0.19 | $0.28 | $0.03 | ||
Diluted earnings (loss) per share | $0.36 | $0.33 | $0.45 | $0.19 | $0.28 | $0.03 | ||
Shares that were not included in the computation of weighted average diluted common shares amounts | 237,150 | 611,440 | 478,692 | 1,249,380 | 1,059,850 | 2,202,500 | ||
Successor | ||||||||
Antidiluted securities excluded from the computation of earnings (loss) per share | ||||||||
Net income attributed to Boot Barn Holdings, Inc. | -4,371 | |||||||
Weighted average basic shares outstanding | 18,633,000 | |||||||
Weighted average diluted shares outstanding | 18,633,000 | |||||||
Basic earnings (loss) per share | ($0.23) | |||||||
Diluted earnings (loss) per share | ($0.23) | |||||||
Predecessor | ||||||||
Antidiluted securities excluded from the computation of earnings (loss) per share | ||||||||
Net income attributed to Boot Barn Holdings, Inc. | ($660) | |||||||
Weighted average basic shares outstanding | 173,000 | |||||||
Weighted average diluted shares outstanding | 173,000 | |||||||
Basic earnings (loss) per share | ($3.82) | |||||||
Diluted earnings (loss) per share | ($3.82) |
Subsequent_events_Details
Subsequent events (Details) (USD $) | 0 Months Ended | 1 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | |||||||
Oct. 19, 2014 | Apr. 30, 2014 | Dec. 27, 2014 | Mar. 29, 2014 | Apr. 11, 2014 | Apr. 14, 2014 | Mar. 30, 2013 | Apr. 15, 2014 | 31-May-13 | Aug. 31, 2012 | Apr. 13, 2014 | Sep. 23, 2013 | |
Subsequent Events | ||||||||||||
Dividends paid | $41,300,000 | $41,300,000 | ||||||||||
Cash payment to holders of vested options | 1,443,000 | |||||||||||
Common stock, share authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | ||||||||
Common stock, par value (in dollars per share) | $0.00 | $0.00 | $0.00 | $0.00 | ||||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | ||||||||
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 | $0.00 | $0.00 | ||||||||
Stock split, conversion ratio | 0.04 | |||||||||||
Revolving credit facility (PNC Bank, N.A.) | ||||||||||||
Subsequent Events | ||||||||||||
Borrowing capacity | 60,000,000 | 70,000,000 | 60,000,000 | 35,000,000 | ||||||||
$130 million term loan due May 2019 (Golub Capital LLC) | ||||||||||||
Subsequent Events | ||||||||||||
Principal amount | 130,000,000 | 99,200,000 | 100,000,000 | |||||||||
Required payment frequency | quarterly | |||||||||||
Principal balance quarterly installments | 119,953 | 250,000 | ||||||||||
Subsequent events | ||||||||||||
Subsequent Events | ||||||||||||
Dividends paid | 39,900,000 | |||||||||||
Cash payment to holders of vested options | 1,400,000 | |||||||||||
Number of options for which exercise price was lowered | 1,918,550 | |||||||||||
Reduction to exercise price | $2 | |||||||||||
Common stock, share authorized (in shares) | 100,000,000 | |||||||||||
Common stock, par value (in dollars per share) | $0.00 | |||||||||||
Preferred stock, shares authorized (in shares) | 10,000,000 | |||||||||||
Preferred stock, par value (in dollars per share) | $0.00 | |||||||||||
Stock split, conversion ratio | 0.04 | |||||||||||
Subsequent events | Revolving credit facility (PNC Bank, N.A.) | ||||||||||||
Subsequent Events | ||||||||||||
Borrowing capacity | 60,000,000 | 70,000,000 | ||||||||||
Subsequent events | $130 million term loan due May 2019 (Golub Capital LLC) | ||||||||||||
Subsequent Events | ||||||||||||
Principal amount | 130,000,000 | 99,200,000 | ||||||||||
Required payment frequency | quarterly | |||||||||||
Principal balance quarterly installments | $300,000 |
CONDENSED_CONSOLIDATED_BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 27, 2014 | Apr. 11, 2014 | Mar. 29, 2014 | Dec. 28, 2013 | Mar. 30, 2013 | Mar. 31, 2012 |
In Thousands, unless otherwise specified | ||||||
Current assets: | ||||||
Cash and cash equivalents | $3,598 | $1,118 | $2,421 | $1,190 | $592 | |
Accounts receivable | 4,512 | 2,191 | 1,078 | |||
Inventories | 121,855 | 102,702 | 67,995 | |||
Prepaid expenses and other current assets | 7,509 | 8,685 | 5,311 | |||
Total current assets | 137,474 | 114,696 | 75,574 | |||
Property and equipment, net | 27,025 | 21,450 | 10,736 | |||
Goodwill | 93,097 | 93,097 | 78,033 | 46,930 | ||
Intangible assets, net | 57,761 | 59,723 | 58,017 | |||
Other assets | 1,679 | 2,897 | 1,922 | |||
Total assets | 317,036 | 291,863 | 224,282 | |||
Current liabilities: | ||||||
Line of credit | 32,043 | 28,624 | 18,910 | |||
Accounts payable | 42,247 | 36,029 | 22,488 | |||
Accrued expenses and other current liabilities | 33,186 | 20,763 | 14,722 | |||
Current portion of notes payable | 480 | 1,000 | 2,000 | |||
Total current liabilities | 107,956 | 86,416 | 58,120 | |||
Deferred taxes | 20,564 | 19,960 | 19,538 | |||
Long-term portion of notes payable | 46,968 | 98,500 | 17,000 | |||
Other liabilities | 3,470 | 2,412 | 1,500 | |||
Total liabilities | 178,958 | 207,288 | 146,658 | |||
Commitments and contingencies (Note 7) | ||||||
Stockholders' equity: | ||||||
Common stock, $0.0001 par value; December 27, 2014 - 100,000 shares authorized, 25,709 shares issued and outstanding; March 29, 2014 - 100,000 shares authorized, 18,929 shares issued and outstanding | 3 | 2 | 2 | |||
Preferred stock, $0.0001 par value; 10,000 shares authorized, no shares issued or outstanding | ||||||
Additional paid-in capital | 126,959 | 78,834 | 77,543 | |||
Retained earnings | 11,116 | 0 | 1,652 | -3,725 | ||
Total Boot Barn Holdings, Inc. stockholders' equity | 138,078 | 80,488 | 73,820 | |||
Non-controlling interest | 0 | 4,087 | 3,804 | |||
Total stockholders' equity | 138,078 | 84,575 | 77,624 | |||
Total liabilities and stockholders' equity | $317,036 | $291,863 | $224,282 |
CONDENSED_CONSOLIDATED_BALANCE1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 27, 2014 | Oct. 19, 2014 | Mar. 29, 2014 | Mar. 30, 2013 |
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||
Common Stock, par value (in dollars per share) | $0.00 | $0.00 | $0.00 | $0.00 |
Common stock, share authorized (in shares) | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 |
Common Stock, share issued (in shares) | 25,709,194 | 18,929,350 | 18,929,350 | |
Common Stock, share outstanding (in shares) | 25,709,194 | 18,929,350 | 18,929,350 | |
Preferred Stock, par value (in dollars per share) | $0.00 | $0.00 | $0.00 | $0.00 |
Preferred Stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 |
Preferred Stock, shares issued (in shares) | 0 | 0 | 0 | |
Preferred Stock, shares outstanding (in shares) | 0 | 0 | 0 |
CONDENSED_CONSOLIDATED_STATEME
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
In Thousands, except Per Share data, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 27, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Mar. 30, 2013 |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | ||||||
Net sales | $130,523 | $115,438 | $299,404 | $257,382 | $345,868 | $233,203 |
Cost of goods sold | 84,367 | 75,474 | 198,605 | 170,827 | 231,796 | 151,357 |
Amortization of inventory fair value adjustment | 288 | 867 | 867 | 9,199 | ||
Total cost of goods sold | 84,367 | 75,762 | 198,605 | 171,694 | 232,663 | 160,556 |
Gross profit | 46,156 | 39,676 | 100,799 | 85,688 | 113,205 | 72,647 |
Operating expenses: | ||||||
Selling, general and administrative expenses | 28,299 | 26,604 | 73,167 | 69,310 | 91,998 | 62,609 |
Acquisition-related expenses | 671 | 671 | 1,138 | |||
Total operating expenses | 28,299 | 26,604 | 73,167 | 69,981 | 92,669 | 63,747 |
Income from operations | 17,857 | 13,072 | 27,632 | 15,707 | 20,536 | 8,900 |
Interest expense, net | 4,177 | 2,244 | 9,755 | 9,528 | 11,594 | 7,415 |
Other income, net | 12 | 12 | 37 | 23 | 39 | 21 |
Income before income taxes | 13,692 | 10,840 | 17,914 | 6,202 | 8,981 | 1,506 |
Income tax expense | 4,929 | 4,167 | 6,794 | 2,434 | 3,321 | 826 |
Net income | 8,763 | 6,673 | 11,120 | 3,768 | 5,660 | 680 |
Net income attributed to non-controlling interest | 334 | 4 | 189 | 283 | 34 | |
Net income attributed to Boot Barn Holdings, Inc. | $8,763 | $6,339 | $11,116 | $3,579 | $5,377 | $646 |
Earnings per share: | ||||||
Basic shares (in dollars per share) | $0.37 | $0.33 | $0.46 | $0.19 | $0.28 | $0.03 |
Diluted shares (in dollars per share) | $0.36 | $0.33 | $0.45 | $0.19 | $0.28 | $0.03 |
Weighted average shares outstanding: | ||||||
Basic shares | 23,704 | 18,929 | 20,928 | 18,929 | 18,929 | 18,757 |
Diluted shares | 24,556 | 19,432 | 21,599 | 19,273 | 19,175 | 18,757 |
CONDENSED_CONSOLIDATED_STATEME1
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock [Member] | Additional Paid In Capital [Member] | Retained Earnings [Member] | Noncontrolling Interest [Member] |
In Thousands, except Share data, unless otherwise specified | |||||
Balance at Mar. 31, 2012 | |||||
Increase (Decrease) in Stockholders' Equity | |||||
Net income | $680 | $646 | $34 | ||
Reorganization and issuance of stock | 1,999 | 1,999 | |||
Reorganization and issuance of stock (in shares) | 296,725 | ||||
Stock-based compensation expense | 787 | 787 | |||
Balance at Mar. 30, 2013 | 77,624 | 2 | 77,543 | -3,725 | 3,804 |
Balance (in shares) at Mar. 30, 2013 | 18,929,350 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Net income | 5,660 | 5,377 | 283 | ||
Stock-based compensation expense | 1,291 | 1,291 | |||
Balance at Mar. 29, 2014 | 84,575 | 2 | 78,834 | 1,652 | 4,087 |
Balance (in shares) at Mar. 29, 2014 | 18,929,350 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Net income | 11,120 | 11,116 | 4 | ||
Dividends paid | -41,300 | -39,648 | -1,652 | ||
Reorganization and issuance of stock | 4,091 | -4,091 | |||
Reorganization and issuance of stock (in shares) | 1,000,000 | ||||
Issuance of stock in IPO, net of costs | 82,224 | 1 | 82,223 | ||
Issuance of stock in IPO, net of costs (in shares) | 5,750,000 | ||||
Issuance of restricted stock awards | 30,000 | ||||
Stock-based compensation expense | 1,459 | 1,459 | |||
Balance at Dec. 27, 2014 | $138,078 | $3 | $126,959 | $11,116 | |
Balance (in shares) at Dec. 27, 2014 | 25,709,000 |
CONDENSED_CONSOLIDATED_STATEME2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Dec. 28, 2013 |
Cash flows from operating activities | |
Net income | $3,768 |
Adjustments to reconcile net income to net cash provided by operating activities: | |
Depreciation | 2,872 |
Stock-based compensation | 889 |
Amortization of intangible assets | 2,903 |
Amortization of deferred loan fees | 2,368 |
Loss on disposal of property and equipment | 804 |
Accretion of above market leases | -178 |
Deferred taxes | 338 |
Amortization of inventory fair value adjustment | 867 |
Changes in operating assets and liabilities: | |
Accounts receivable | -1,177 |
Inventories | -13,018 |
Prepaid expenses and other current assets | 93 |
Other assets | 32 |
Accounts payable | 7,997 |
Accrued expenses and other current liabilities | 9,601 |
Other liabilities | 271 |
Net cash provided by operating activities | 18,430 |
Cash flows from investing activities | |
Purchases of property and equipment | -9,659 |
Proceeds from sales of property and equipment | 16 |
Purchase of trademark rights | -200 |
Acquisition of business, net of cash acquired | -13,980 |
Net cash used in investing activities | -23,823 |
Cash flows from financing activities | |
Line of credit - net | -149 |
Proceeds from loan borrowings | 100,000 |
Debt issuance fees | -3,350 |
Repayments on debt and capital lease obligations | -69,799 |
Repayment of debt in connection with acquisition | -20,078 |
Net cash (used in) provided by financing activities | 6,624 |
Net increase in cash and cash equivalents | 1,231 |
Cash and cash equivalents, beginning of period | 1,190 |
Cash and cash equivalents, end of period | 2,421 |
Supplemental disclosures of cash flow information: | |
Cash paid for income taxes | 1,002 |
Cash paid for interest | 7,079 |
Supplemental disclosure of non-cash activities: | |
Unpaid purchases of property and equipment | 276 |
Equipment acquired through capital lease | $28 |
Description_of_the_Company_and
Description of the Company and Basis of Presentation | 9 Months Ended |
Dec. 27, 2014 | |
Description of the Company and Basis of Presentation | |
Description of the Company and Basis of Presentation | 1.Description of the Company and Basis of Presentation |
Boot Barn Holdings, Inc., formerly known as WW Top Investment Corporation (the “Company”) was formed on November 17, 2011, and is incorporated in the State of Delaware. The equity of the Company consisted of 100,000,000 authorized shares and 25,709,194 issued and outstanding shares of common stock as of December 27, 2014. The shares of common stock have voting rights of one vote per share. | |
As of June 8, 2014, the Company held all of the outstanding shares of common stock of WW Holding Corporation, which held 95.0% of the outstanding shares of common stock of Boot Barn Holding Corporation. On June 9, 2014, WW Holding Corporation was merged with and into the Company and then Boot Barn Holding Corporation was merged with and into the Company. As a result of this reorganization, Boot Barn, Inc. became a direct wholly owned subsidiary of the Company, and the minority stockholders that formerly held 5.0% of Boot Barn Holding Corporation were issued a total of 1,000,000 of common stock and became holders of 5.0% of the Company. Net income attributed to non-controlling interest was recorded for all periods through June 9, 2014. Subsequent to June 9, 2014, there were no noncontrolling interests. On June 10, 2014, the legal name of the Company was changed from WW Top Investment Corporation to Boot Barn Holdings, Inc. | |
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 166 stores in 26 states as of December 27, 2014 and 152 stores in 23 states as of March 29, 2014. As of December 27, 2014, all stores operate under the Boot Barn name, with the exception of two stores which operate under the “American Worker” name. | |
Basis of Presentation | |
The Company’s consolidated financial statements as of and for the thirteen weeks and thirty-nine weeks ended December 27, 2014 and December 28, 2013 are prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”), and include the accounts of the Company and each of its subsidiaries, including Boot Barn, Inc., RCC Western Stores, Inc. (“RCC”) and Baskins Acquisition Holdings, LLC (“Baskins”). All intercompany accounts and transactions among the Company and its subsidiaries have been eliminated in consolidation. 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, 2015. | |
Fiscal Periods | |
The Company reports its results of operations and cash flows on a 52- or 53-week basis, and its fiscal year ends on the Saturday closest to March 31. The years ending March 28, 2015 (“fiscal 2015”) and March 29, 2014 (“fiscal 2014”) each consist of 52 weeks. Fiscal quarters contain thirteen weeks, with the exception of the fourth quarter of a 53-week fiscal year, which contains fourteen weeks. The third quarters of fiscal 2015 and fiscal 2014 ended on December 27, 2014 and December 28, 2013, respectively. | |
Amendment of Certificate of Incorporation | |
On October 19, 2014, the Company’s board of directors authorized the amendment of its certificate of incorporation to increase the number of shares that the Company is authorized to issue to 100,000,000 shares of common stock, par value $0.0001 per share. In addition, the amendment of the certificate of incorporation authorized the Company to issue 10,000,000 shares of preferred stock, par value $0.0001 per share, and effect a 25-for-1 stock split of its outstanding common stock. The amendment became effective on October 27, 2014. Accordingly, all common share and per share amounts in these condensed consolidated financial statements have been adjusted to reflect the increase in authorized shares and the 25-for-1 stock split as though it had occurred at the beginning of the initial period presented. | |
Initial Public Offering | |
On October 29, 2014, the Company commenced its initial public offering (“IPO”) of 5,000,000 shares of its common stock. In addition, on October 31, 2014, the underwriters of the IPO exercised their option to purchase an additional 750,000 shares of common stock from the Company. As a result, 5,750,000 shares of common stock were issued and sold by the Company at a price of $16.00 per share. | |
As a result of the IPO, the Company received net proceeds of approximately $82.2 million, after deducting the underwriting discount of $6.4 million and related fees and expenses of $3.3 million. The Company used the net proceeds from the IPO to pay down the principal balance of its term loan with Golub Capital LLC. See Note 5, “Revolving Credit Facilities and Long-Term Debt”. | |
Recovered_Sheet1
Summary of Significant Accounting Policies | 9 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 27, 2014 | Mar. 29, 2014 | |||||||||||||||||
Summary of Significant Accounting Policies | ||||||||||||||||||
Summary of Significant Accounting Policies | 2.Summary of Significant Accounting Policies | 2. Summary of significant accounting policies | ||||||||||||||||
Basis of presentation | ||||||||||||||||||
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 final prospectus filed with the Securities and Exchange Commission (the “SEC”) on October 30, 2014. Presented below in the following notes is supplemental information that should be read in conjunction with those consolidated financial statements. | The Company's consolidated financial statements, prepared in accordance with accounting principles generally accepted in the U.S. ("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") and Baskins Acquisition Holdings, LLC ("Baskins"). All intercompany accounts and transactions among the Company and its subsidiaries have been eliminated in consolidation. | |||||||||||||||||
Fiscal year | ||||||||||||||||||
Comprehensive Income | The Company reports its results of operations and cash flows on a 52- or 53-week basis, and its fiscal year ends on the Saturday closest to March 31. The years ending March 29, 2014 ("fiscal 2014") and March 30, 2013 ("fiscal 2013") each consisted of 52 weeks. The period from December 12, 2011 to March 31, 2012 (the "Successor Period") consisted of approximately 16 weeks. The period from April 3, 2011 to December 11, 2011 (the "Predecessor Period") consisted of approximately 36 weeks. | |||||||||||||||||
Comprehensive income (loss) | ||||||||||||||||||
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. | The Company does not have any components of other comprehensive income (loss) recorded within its consolidated financial statements and, therefore, does not separately present a statement of comprehensive income (loss) 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 has a single operating and reportable segment, which includes net sales generated from its retail stores and e-commerce website. All of the Company's identifiable assets are in the U.S. | |||||||||||||||||
Use of estimates | ||||||||||||||||||
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 operates in a single operating segment, which includes net sales generated from its retail stores and e-commerce website. All of the Company’s identifiable assets are in the U.S. | 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 | ||||||||||||||||||
Use of Estimates | 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 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. As of December 27, 2014, the Company had identified no indicators of impairment with respect to its goodwill, intangible and long-lived asset balances. To the extent actual results differ from those estimates, the Company’s future results of operations may be affected. The Company performs its annual goodwill impairment test on the first day of the fourth fiscal quarter, or more frequently if it believes that indicators of impairment exist. | 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 has concluded that no allowance for bad debts is required. | |||||||||||||||||
Inventories | ||||||||||||||||||
Fair Value of Certain Financial Assets and Liabilities | Inventory consists primarily of purchased merchandise and is valued at the lower of cost or market. 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. | |||||||||||||||||
The Company recorded fair value adjustments to reflect the acquired cost of inventory related to its acquisitions of Boot Barn, RCC and Baskins. These amounts were amortized over the period that the related inventory was sold. Amortization of the acquired cost of inventory was $0.9 million, $9.2 million and $9.4 million in the fiscal years ended March 29, 2014 and March 30, 2013, and the Successor Period, respectively. | ||||||||||||||||||
The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 at 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. | Deferred loan fees | |||||||||||||||||
Deferred loan fees are capitalized and amortized to interest expense over the terms of the applicable loan agreements using the effective interest method. Included in prepaid expenses and other current assets are short-term deferred loan fees of $0.6 million and $0.5 million as of March 29, 2014 and March 30, 2013, respectively. Included in other assets are long-term deferred loan fees of $2.3 million and $1.5 million as of March 29, 2014 and March 30, 2013, respectively. | ||||||||||||||||||
· | Level 1 uses unadjusted quoted prices that are available in active markets for identical assets or liabilities. | Property and equipment, net | ||||||||||||||||
Property and equipment consists of leasehold improvements, machinery and equipment, furniture and fixtures 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 seven years. Machinery and equipment is depreciated over five years. Furniture and fixtures are depreciated over five to seven years. Vehicles are depreciated over five years. Leasehold improvements are depreciated over the shorter of the terms of the leases or their estimated useful lives. | ||||||||||||||||||
· | 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. | 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 or more frequently if indicators of impairment exist. An annual goodwill impairment test is performed as of the first day of the fourth fiscal quarter. In fiscal 2013 and prior, the annual goodwill impairment test was performed as of fiscal year-end. The Company changed the timing of its annual impairment test to provide sufficient time to prepare the analysis and meet reporting deadlines. 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. | ||||||||||||||||||
· | 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 conducts 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. The Company's entire operations represent one reporting unit. 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 with 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. No impairment was recorded during the fiscal years ended March 29, 2014 or March 30, 2013, the Successor Period or the Predecessor Period. | ||||||||||||||||
Intangible assets with indefinite lives, which include the Boot Barn trademark, 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. No impairment was recorded during the fiscal years ended March 29, 2014, March 30, 2013, the Successor Period or the Predecessor Period. | ||||||||||||||||||
Cash and cash equivalents, accounts receivable and accounts payable are valued at fair value and 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 approximate their current fair values because of their nature and respective relatively short maturity dates or duration. | 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 trademarks is six months, for customer lists is five years, for non-compete agreements is four to five years and for below-market leases is two to 17 years. | ||||||||||||||||||
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 as of December 27, 2014 on a recurring basis. | 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") Accounting Standards Codification ("ASC") Topic 820, Fair Value Measurements. The Company has determined that there were no impairments of long-lived assets during the fiscal years ended March 29, 2014 or March 30, 2013, the Successor Period or the Predecessor Period. | ||||||||||||||||||
Recent Accounting Pronouncements | 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 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. | ||||||||||||||||||
In July 2013, the FASB issued Accounting Standards Update (“ASU”) No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force)”. The amendments in this ASU provide guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. An unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward with certain exceptions, in which case such an unrecognized tax benefit should be presented in the financial statements as a liability. The amendments in this ASU do not require new recurring disclosures. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Companies may choose to apply this guidance retrospectively to each prior reporting period presented. The Company adopted this ASU on March 30, 2014, and the adoption of this guidance did not have a material impact on its consolidated financial statements. | Noncontrolling interest | |||||||||||||||||
On December 12, 2011, the Company acquired the majority of the outstanding shares of its consolidated subsidiary Boot Barn Holding Corporation. Certain investors hold approximately 5.0% of the outstanding shares of Boot Barn Holding Corporation. Noncontrolling interests are recorded at the acquisition date fair value plus an allocation of subsidiary earnings (loss) based on the relative ownership interest. | ||||||||||||||||||
In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements and Property, Plant, and Equipment “ and “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”. The ASU amendment changes the requirements for reporting discontinued operations in Subtopic 205-20. The amendment is effective on a prospective basis for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2014. Early adoption is permitted for disposals that have not been reported in financial statements previously issued. Based on the Company’s evaluation of the ASU, its adoption of this update is not expected to have a material impact on the Company’s financial position or results of operation. | Revenue recognition | |||||||||||||||||
Revenue is recorded for store sales upon the purchase of merchandise by customers. E-commerce sales are recorded when the customer takes title of the merchandise and assumes risk of loss, collection of the relevant receivable is reasonably assured, persuasive evidence of an arrangement exists and the sales price is fixed or determinable, which generally occurs upon delivery of the product. Shipping and handling revenues are included in total net revenue. Shipping costs incurred by the Company are included as cost of goods sold. | ||||||||||||||||||
In May 2014, the FASB issued ASU No. 2014-09, “Revenue From Contracts with Customers”. The ASU amended revenue recognition guidance to clarify the principles for recognizing revenue from contracts with customers. The new standard is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled to when products are transferred to customers. The Company is required to adopt this new standard for annual and interim periods beginning after December 15, 2016. Early adoption is not permitted. The new revenue accounting standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements. | Revenue is recorded net of estimated and actual sales returns and deductions for coupon redemptions, estimated future award redemption and other promotions. The sales return 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 $0.4 million, $0.2 million, $0.2 million and $0.1 million as of March 29, 2014 and March 30, 2013 and the end of the Successor Period and the Predecessor Period, respectively. The following table provides a reconciliation of the activity related to the Company's sales returns reserve: | |||||||||||||||||
In August 2014, the FASB issued an amendment to the accounting guidance related to the evaluation of an entity’s ability to continue as a going concern. The amendment establishes management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern in connection with preparing financial statements for each annual and interim reporting period. The update also gives guidance to determine whether to disclose information about relevant conditions and events when there is substantial doubt about an entity’s ability to continue as a going concern. This guidance will be effective for the Company as of December 15, 2016. The new guidance is not expected to have an impact on our financial position, results of operations, or cash flows. | ||||||||||||||||||
| | | | | | | | | | | | | | |||||
Fiscal year ended | ||||||||||||||||||
(in thousands) | March 29, | March 30, | (Successor) | (Predecessor) | ||||||||||||||
2014 | 2013 | December 12, 2011 | April 3, 2011 to | |||||||||||||||
to March 31, 2012 | December 11, 2011 | |||||||||||||||||
| | | | | | | | | | | | | | |||||
Beginning balance | $ | 238 | $ | 169 | $ | 139 | $ | 139 | ||||||||||
Provisions | 15,034 | 9,723 | 2,821 | 3,800 | ||||||||||||||
Sales returns | (14,842 | ) | (9,654 | ) | (2,791 | ) | (3,800 | ) | ||||||||||
| | | | | | | | | | | | | | |||||
Ending balance | $ | 430 | $ | 238 | $ | 169 | $ | 139 | ||||||||||
| | | | | | | | | | | | | | |||||
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 $2.0 million, $1.3 million, $1.1 million and $0.7 million as of March 29, 2014 and March 30, 2013 and the end of the Successor Period and the Predecessor Period, respectively. The following table provides a reconciliation of the activity related to the Company's customer loyalty program: | ||||||||||||||||||
| | | | | | | | | | | | | | |||||
Fiscal year ended | ||||||||||||||||||
(in thousands) | March 29, | March 30, | (Successor) | (Predecessor) | ||||||||||||||
2014 | 2013 | December 12, 2011 | April 3, 2011 to | |||||||||||||||
to March 31, 2012 | December 11, 2011 | |||||||||||||||||
| | | | | | | | | | | | | | |||||
Beginning balance | $ | 1,343 | $ | 1,124 | $ | 741 | $ | 270 | ||||||||||
Provisions | 10,440 | 5,644 | 1,325 | 1,512 | ||||||||||||||
Usage | (9,833 | ) | (5,425 | ) | (942 | ) | (1,041 | ) | ||||||||||
| | | | | | | | | | | | | | |||||
Ending balance | $ | 1,950 | $ | 1,343 | $ | 1,124 | $ | 741 | ||||||||||
| | | | | | | | | | | | | | |||||
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. The Company retains the percentage of the value of such unredeemed gift cards, gift certificates and store credits not escheated and recognize these amounts in net sales. 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. In fiscal 2014, the Company elected to participate in a voluntary disclosure program with the State of Delaware in order to settle past due unclaimed property obligations. The Company agreed with the State of Delaware to settle all unreported escheatment liabilities in the amount of $0.3 million. These amounts were recorded in accrued expenses and other current liabilities in fiscal 2014 based upon preliminary settlement amounts. The final settlement was reached with, and amounts were paid to, the State of Delaware in May 2014. | ||||||||||||||||||
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 SG&A expenses. All of these costs are expensed as incurred. | ||||||||||||||||||
Advertising costs | ||||||||||||||||||
Certain advertising costs, including 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 $0.2 million as of March 29, 2014 and March 30, 2013, respectively. All other advertising costs are expensed as incurred. The Company recognized $11.3 million and $7.1 million in advertising costs during the fiscal years ended March 29, 2014 and March 30, 2013, respectively. Advertising costs of $1.1 million and $3.5 million were recognized for the Successor Period, and the Predecessor Period, 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 (benefit) 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 29, 2014, March 30, 2013, for the Successor Period or the Predecessor Period. | ||||||||||||||||||
Per share information | ||||||||||||||||||
Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted average number of outstanding shares of common stock. In computing diluted earnings (loss) 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. | ||||||||||||||||||
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 its Level 3 liability includes contingent consideration. | |||||||||||||||||
Cash and cash equivalents, accounts receivable and accounts payable are valued at fair value and 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 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 financial assets or liabilities requiring fair value measurements as of March 29, 2014 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 | ||||||||||||||||||
We purchase merchandise inventories from several hundred suppliers worldwide. Sales of products from our three largest suppliers totaled approximately 40%, 40%, 39% and 39% of our net sales for fiscal 2014, fiscal 2013, the Successor Period and the Predecessor Period, respectively. | ||||||||||||||||||
Recent accounting pronouncements | ||||||||||||||||||
In July 2013, the FASB issued Accounting Standards Update ("ASU") No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force). The amendments in this ASU provide guidance on the financial statements presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. An unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward with certain exceptions, in which case such an unrecognized tax benefit should be presented in the financial statements as a liability. The amendments in this ASU do not require new recurring disclosures. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Companies may choose to apply this guidance retrospectively to each prior reporting period presented. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. | ||||||||||||||||||
In May 2014, the FASB and the International Accounting Standard Board ("IASB") jointly issued a new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under GAAP. The revenue recognition standard will allow 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 is effective for public entities for annual and interim periods beginning after December 15, 2016. Early adoption is not permitted under GAAP. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements. | ||||||||||||||||||
Recovered_Sheet2
Business Combinations | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 27, 2014 | Mar. 29, 2014 | ||||||||||||||||||
Business Combinations | |||||||||||||||||||
Business Combinations | 3.Business Combinations | 3. Business combinations | |||||||||||||||||
In allocating the purchase price of the following acquisitions, the Company recorded all assets acquired and liabilities assumed at fair value. The excess of the purchase price over the aggregate fair values was recorded as goodwill. ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value assigned to identifiable intangible assets acquired was based on estimates and assumptions made by management at the time of the acquisitions. | |||||||||||||||||||
Baskins Acquisition Holdings, LLC | The purchase price of an acquisition is allocated to the underlying assets acquired and liabilities assumed based upon their estimated fair values as of the date of acquisition. To the extent the purchase price exceeds the fair value of the net identifiable tangible and intangible assets acquired and liabilities assumed such excess is allocated to goodwill. The Company determines the estimated fair values after review and consideration of relevant information, including discounted cash flows, quoted market prices and estimates made by management. The Company adjusts the preliminary purchase price allocation, as necessary, during the measurement period of up to one year after the acquisition closing date as it obtains more information as to facts and circumstances existing as of the acquisition date. | ||||||||||||||||||
Valuations on acquired intangible assets for acquisitions were completed based on Level 3 inputs. The acquired trademarks, customer lists, below-market leases, above-market leases and non-compete agreements are subject to fair value measurements that were based primarily on significant inputs not observable in the market and thus represent Level 3 measurements. The Company recorded the fair values of acquired trademarks using a relief from royalty method. In the relief from royalty method, the fair value of the intangible asset is estimated to be the present value of the royalties saved because the company owns the intangible asset. Revenue projections and estimated useful life were used in estimating the fair value of the trademarks. The non-compete agreements were calculated using the with-or-without method, which utilizes the probability of these employees competing with the Company and revenue projections to calculate the valuation of non-competition agreements. The valuation of the customer list utilized a replacement cost approach, which provides an estimate of the fair value of an asset based on the estimated costs associated with creating a similar asset of like utility. The replacement cost valuation relies on estimates of the average cost to purchase names on a mailing list, as well as response rates. The valuation of the leases below and above market rent were performed using an income approach and were based upon market rent per square foot and market rate inflation. | |||||||||||||||||||
Effective May 25, 2013, the Company completed the acquisition of 100% of the member interests in Baskins, including 30 stores and an online retail website. Baskins was a specialty western retailer with stores in Texas and Louisiana, and the acquisition expanded the Company’s operations into these core markets. All of the acquired Baskins stores were subsequently converted into Boot Barn stores. The goodwill represents the additional amounts paid in order to expand the Company’s geographical presence. | Baskins Acquisition Holdings, LLC | ||||||||||||||||||
Effective May 25, 2013, the Company completed the acquisition of 100% of the member interests in Baskins, including 30 stores and an online retail website. Baskins is a specialty western retailer with stores in Texas and Louisiana, and the acquisition expanded the Company's operations into these core markets. The goodwill represents the additional amounts paid in order to expand the Company's geographical presence. | |||||||||||||||||||
The acquisition-date fair value of the consideration transferred totaled $37.7 million, which consisted of $36.0 million in cash and $1.7 million of contingent consideration. The $36.0 million of cash included $13.7 million paid to the members of Baskins, $2.2 million paid into an escrow account and $20.1 million to repay Baskins’ outstanding debt. These payments were partially offset by $1.9 million, which represents the amount of cash on hand immediately prior to the closing of the acquisition. Claims against the escrow account could have been made until November 30, 2014. However, no claims were made as of that date, and the escrow funds were released during the thirteen weeks ended December 27, 2014. | The acquisition-date fair value of the consideration transferred totaled $37.7 million, which consisted of $36.0 million in cash and $1.7 million of contingent consideration. The $36.0 million of cash included $13.7 million paid to the members of Baskins, $2.2 million paid into an escrow account and $20.1 million to repay Baskins' outstanding debt. These payments were partially offset by $1.9 million, which represents the amount of cash on hand immediately prior to the closing of the acquisition. As of March 29, 2014, $1.7 million remained in an escrow account and is not included in the Company's consolidated balance sheet. Claims against the escrow account can be made until November 30, 2014. Due to the nature of the escrow account, the cash portion of the consideration transferred has been determined only provisionally and is subject to change pending the outcome of potential escrow claims. | ||||||||||||||||||
The Company was obligated to make additional earnout payments, contingent on the achievement of milestones relating to 12-month store sales associated with three new stores for the periods beginning January 24, 2013, January 31, 2013 and February 20, 2013 at each of the three stores. The maximum amount payable upon achievement of the milestones was $2.1 million. Each of the milestones was achieved, and the Company made a cash payment of $2.1 million in the fourth quarter of fiscal 2014. As of the acquisition date, the Company estimated that these earnout payments would be $1.7 million, based on then existing facts and circumstances. The estimated fair value of this earnout was determined by using revenue projections and applying a discount rate to reflect the risk of the underlying conditions not being satisfied such that no payment would be due. The fair value measurement of the earnout was based primarily on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. A total of $0.4 million from the revaluation of contingent consideration was recorded in fiscal 2014 to selling, general and administrative expenses in the Company's consolidated statement of operations. | |||||||||||||||||||
The Company was obligated to make additional earnout payments, contingent on the achievement of milestones relating to 12-month store sales associated with three new stores for the periods beginning January 24, 2013, January 31, 2013 and February 20, 2013 at each of the three stores. The maximum amount payable upon achievement of the milestones was $2.1 million. Each of the milestones was achieved, and the Company made a cash payment of $2.1 million in the fourth quarter of fiscal 2014. As of the acquisition date, the Company estimated that these earnout payments would be $1.7 million, based on then existing facts and circumstances. The estimated fair value of this earnout was determined by using revenue projections and applying a discount rate to reflect the risk of the underlying conditions not being satisfied, such that no payment would be due. The fair value measurement of the earnout was based primarily on significant inputs not observable in the market and thus represents a Level 3 measurement as defined in ASC 820. A total of $0.4 million from the revaluation of contingent consideration was recorded in the fourth quarter of fiscal 2014 to selling, general and administrative expenses in the Company’s consolidated statement of operations. | 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. The excess of the purchase price over the net tangible and intangible assets was recorded as goodwill. The goodwill is deductible for income tax purposes. Such estimated fair values require management to make estimates and judgments, especially with respect to intangible assets. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date based on the preliminary purchase price (in thousands): | ||||||||||||||||||
The total fair value of consideration transferred for the acquisition was allocated to the net tangible and intangible assets based upon the Company’s estimate of their fair values as of the date of the acquisition. The excess of the purchase price over the net tangible and intangible assets was recorded as goodwill. The goodwill is deductible for income tax purposes. 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 (in thousands): | |||||||||||||||||||
| | | | | |||||||||||||||
At May 25, 2013 | At May 25, | ||||||||||||||||||
(Level 3) | 2013 | ||||||||||||||||||
(Level 3) | |||||||||||||||||||
Assets acquired: | | | | | | ||||||||||||||
Cash and cash equivalents | $ | 1,935 | Assets acquired: | ||||||||||||||||
Current assets | 22,083 | Cash and cash equivalents | $ | 1,935 | |||||||||||||||
Property and equipment, net | 5,850 | Current assets | 22,083 | ||||||||||||||||
Intangible assets acquired | 5,006 | Property and equipment, net | 5,850 | ||||||||||||||||
Goodwill | 15,064 | Intangible assets acquired | 5,006 | ||||||||||||||||
Other assets | 109 | Goodwill | 15,064 | ||||||||||||||||
Total assets acquired | 50,047 | Other assets | 109 | ||||||||||||||||
Liabilities assumed: | | | | | | ||||||||||||||
Other current liabilities | 12,119 | Total assets acquired | 50,047 | ||||||||||||||||
Line of credit - current | 10,259 | | | | | | |||||||||||||
Notes payable - current | 9,819 | Liabilities assumed: | |||||||||||||||||
Contingent consideration | 1,740 | Other current liabilities | 12,119 | ||||||||||||||||
Above-market leases | 83 | Line of credit—current | 10,259 | ||||||||||||||||
Capital lease obligation | 138 | Notes payable—current | 9,819 | ||||||||||||||||
Total liabilities assumed | 34,158 | Contingent consideration | 1,740 | ||||||||||||||||
Total purchase price | $ | 15,889 | Above-market leases | 83 | |||||||||||||||
Capital lease obligation | 138 | ||||||||||||||||||
Definite-lived intangible assets are recorded at their fair value as of the acquisition date with amortization computed 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 trademarks is six months, non-compete agreements is four years, customer lists is five years, and below-market leases is four to 18 years. For leases under market rent, amortization is based on the discounted future benefits from lease payments under market rents. | | | | | | ||||||||||||||
Total liabilities assumed | 34,158 | ||||||||||||||||||
Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred. The Company incurred $0.7 million of acquisition-related costs during the thirty-nine weeks ended December 28, 2013. The amount of net revenue and net income of Baskins included in the Company’s condensed consolidated statements of operations from the acquisition date to December 28, 2013 were $41.9 million and $3.3 million, respectively. | | | | | | ||||||||||||||
Total purchase price | $ | 15,889 | |||||||||||||||||
Supplemental As Adjusted Data (Unaudited) | | | | | | ||||||||||||||
Definite-lived intangible assets are recorded at their fair value as of the acquisition date with amortization computed 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 trademarks is six months, non-compete agreements is four to five years, customer lists is five years, and below-market leases is two to 17 years. For leases under market rent, amortization is based on the discounted future benefits from lease payments under market rents. | |||||||||||||||||||
The unaudited as adjusted statements of operations data below gives effect to the Baskins acquisition, as well as the Company’s acquisition of RCC on August 31, 2012, as if they had all occurred as of March 30, 2013. These amounts have been calculated after applying the Company’s accounting policies and adjusting the results of Baskins, RCC and Boot Barn Holding Corporation to reflect the effects of amortization of purchased intangible assets and acquired inventory valuation step-up, additional financing as of April 3, 2011 in order to complete the acquisitions, income tax expense and other transaction costs directly associated with the acquisitions such as legal, accounting and banking fees. The adjustments are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances. Pre-acquisition net sales and net income numbers for acquired entities are derived from their books and records prepared prior to the acquisition. This as adjusted data is presented for informational purposes only and does not purport to be indicative of the results of future operations or of the results that would have occurred had the acquisitions taken place as of the date noted above. | Acquisition-related costs are recognized separately from the acquisition and are expensed as incurred. Goodwill represents the additional amounts paid in order to expand the Company's geographical presence. The Company incurred $0.7 million of acquisition-related costs in fiscal 2014. The amount of net revenue and net loss of Baskins included in the Company's consolidated statements of operations from the acquisition date to March 29, 2014 were $63.4 million and $0.1 million, respectively. | ||||||||||||||||||
Acquisitions from prior years | |||||||||||||||||||
As adjusted net sales (Unaudited) | RCC Western Stores, Inc. | ||||||||||||||||||
On August 31, 2012, the Company acquired 100% of the capital stock of RCC. The primary reason for the acquisition of RCC was to expand its retail operations into 11 additional states. The total purchase price of $43.5 million was paid in cash. The Company acquired $1.5 million in cash as part of the acquisition. Acquisition-related costs totaling $1.1 million are recorded within the consolidated statement of operations for fiscal 2013. | |||||||||||||||||||
(in thousands) | Thirty-Nine Weeks Ended | In connection with the acquisition of RCC, the Company entered into certain debt agreements in which loan fees of $1.2 million were incurred and are recorded as prepaid loan fees within other assets in the consolidated balance sheet as of March 30, 2013. In addition, the Company issued 296,725 shares of its common stock in connection with the acquisition for cash proceeds of $2.0 million. | |||||||||||||||||
December 28, 2013 | Allocation of the purchase price for the acquisition of RCC was based on the fair value of the net assets that were acquired. As of August 31, 2012, the purchase price was allocated as follows (in thousands): | ||||||||||||||||||
Net sales (as reported) | $ | 257,382 | |||||||||||||||||
Baskins | 8,290 | | | | | | |||||||||||||
As adjusted net sales | $ | 265,672 | Significant | ||||||||||||||||
unobservable | |||||||||||||||||||
As adjusted net income (Unaudited) | inputs | ||||||||||||||||||
(Level 3) | |||||||||||||||||||
(in thousands) | Thirty-Nine weeks ended | | | | | | |||||||||||||
December 28, 2013 | Current assets | $ | 19,528 | ||||||||||||||||
Property and equipment | 3,616 | ||||||||||||||||||
Net income (as reported) | $ | 3,768 | Goodwill | 31,103 | |||||||||||||||
Baskins | 831 | Intangible assets acquired | 5,002 | ||||||||||||||||
RCC | (821 | ) | Other assets | 21 | |||||||||||||||
Boot Barn Holding Corporation | 2,593 | | | | | | |||||||||||||
As adjusted net income | $ | 6,371 | Total assets acquired | 59,270 | |||||||||||||||
| | | | | |||||||||||||||
Current liabilities assumed | 10,252 | ||||||||||||||||||
Line of credit—current | 5,405 | ||||||||||||||||||
Below market lease liability | 154 | ||||||||||||||||||
| | | | | |||||||||||||||
Total purchase price | $ | 43,459 | |||||||||||||||||
| | | | | |||||||||||||||
Definite-lived intangible assets acquired include trademarks, customer list, non-compete agreements and below-market leases. The amount of net revenue and net loss of RCC included in the Company's consolidated statements of operations from the acquisition date to March 30, 2013 were $35.5 million and $0.5 million, respectively. | |||||||||||||||||||
Boot Barn Holding Corporation | |||||||||||||||||||
Effective December 12, 2011, the Company acquired the Predecessor. The primary reason for the Predecessor acquisition was to monetize the initial investment made by the Predecessor. Of the total purchase price, $88.1 million was paid in cash, and $2.6 million was contributed in the form of equity interests by new investors and former owners of the Predecessor. The Company acquired $2.5 million in cash as part of the transaction. Acquisition-related costs totaled $3.0 million and $7.3 million for the Successor and Predecessor periods, respectively, and are recorded within the fiscal 2012 consolidated statement of operations. All costs were incurred by Boot Barn Holding Corporation in the respective periods. | |||||||||||||||||||
Allocation of the purchase price for the Predecessor is based on estimates of the fair value of net assets acquired. As of December 11, 2011, the purchase price was allocated as follows (in thousands): | |||||||||||||||||||
| | | | | |||||||||||||||
Significant | |||||||||||||||||||
unobservable | |||||||||||||||||||
inputs | |||||||||||||||||||
(Level 3) | |||||||||||||||||||
| | | | | |||||||||||||||
Current assets | $ | 71,869 | |||||||||||||||||
Property and equipment | 6,228 | ||||||||||||||||||
Goodwill | 46,930 | ||||||||||||||||||
Intangible assets acquired | 56,380 | ||||||||||||||||||
Other assets | 336 | ||||||||||||||||||
| | | | | |||||||||||||||
Total assets acquired | 181,743 | ||||||||||||||||||
| | | | | |||||||||||||||
Current liabilities assumed | 36,087 | ||||||||||||||||||
Line of credit—current | 21,692 | ||||||||||||||||||
Below market lease liability | 33,214 | ||||||||||||||||||
| | | | | |||||||||||||||
Total purchase price | $ | 90,750 | |||||||||||||||||
| | | | | |||||||||||||||
The change in the carrying amount of goodwill is as follows (in thousands): | |||||||||||||||||||
| | | | | |||||||||||||||
Balance as of March 31, 2012 | $ | 46,930 | |||||||||||||||||
Goodwill as a result of the RCC Acquisition | 31,103 | ||||||||||||||||||
| | | | | |||||||||||||||
Balance as of March 30, 2013 | 78,033 | ||||||||||||||||||
Goodwill as a result of the Baskins Acquisition | 15,064 | ||||||||||||||||||
| | | | | |||||||||||||||
Balance as of March 29, 2014 | $ | 93,097 | |||||||||||||||||
| | | | | |||||||||||||||
Supplemental as adjusted data (unaudited) | |||||||||||||||||||
The unaudited as adjusted statements of operations data below gives effect to the acquisitions described above, as if they had all occurred as of April 3, 2011. These amounts have been calculated after applying the Company's accounting policies and adjusting the results of Baskins, RCC and the Predecessor to reflect the effects of amortization of purchased intangible assets and acquired inventory valuation step-up, additional financing as of April 3, 2011 in order to complete the acquisitions, income tax expense and other transaction costs directly associated with the acquisitions such as legal, accounting and banking fees. The adjustments are based upon currently available information and certain assumptions that the Company believes are reasonable under the circumstances. Pre-acquisition net sales and net income numbers for acquired entities are derived from their books and records prepared prior to the acquisition. This as adjusted data is presented for informational purposes only and does not purport to be indicative of the results of future operations or of the results that would have occurred had the acquisitions taken place as of the date noted above. | |||||||||||||||||||
| | | | | | | | | | | | | | ||||||
As adjusted net sales—unaudited | March 29, | March 30, | (Successor) | (Predecessor) | |||||||||||||||
(in thousands) | 2014 | 2013 | December 12, 2011 | April 3, 2011 to | |||||||||||||||
to March 31, 2012 | December 12, 2011 | ||||||||||||||||||
| | | | | | | | | | | | | | ||||||
Net sales (as reported) | $ | 345,868 | $ | 233,203 | $ | 58,267 | $ | 110,429 | |||||||||||
Baskins | 8,290 | 58,058 | 18,169 | 29,118 | |||||||||||||||
RCC | — | 21,503 | 16,595 | 31,246 | |||||||||||||||
Boot Barn Holding Corporation | — | — | — | — | |||||||||||||||
| | | | | | | | | | | | | | ||||||
As adjusted net sales | $ | 354,158 | $ | 312,764 | $ | 93,031 | $ | 170,793 | |||||||||||
| | | | | | | | | | | | | | ||||||
| | | | | | | | | | | | | | ||||||
As adjusted net income (loss)— | March 29, | March 30, | (Successor) | (Predecessor) | |||||||||||||||
unaudited | 2014 | 2013 | December 12, 2011 | April 3, 2011 to | |||||||||||||||
(in thousands) | to March 31, 2012 | December 12, 2011 | |||||||||||||||||
| | | | | | | | | | | | | | ||||||
Net income (loss) (as reported) | $ | 5,660 | $ | 680 | $ | (4,601 | ) | $ | (660 | ) | |||||||||
Baskins | 580 | 396 | 468 | (3,831 | ) | ||||||||||||||
RCC | (1,100 | ) | 2,818 | 413 | (7,108 | ) | |||||||||||||
Boot Barn Holding Corporation | 3,183 | 4,487 | 8,125 | (15,794 | ) | ||||||||||||||
| | | | | | | | | | | | | | ||||||
As adjusted net income (loss) | $ | 8,323 | $ | 8,381 | $ | 4,405 | $ | (27,393 | ) | ||||||||||
| | | | | | | | | | | | | | ||||||
Recovered_Sheet3
Intangible Assets, Net | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Dec. 27, 2014 | Mar. 29, 2014 | ||||||||||||||||||||||||
Intangible Assets, Net | |||||||||||||||||||||||||
Intangible Assets, Net | 4.Intangible Assets, Net | 6. Intangible assets, net | |||||||||||||||||||||||
Net intangible assets consisted of the following (in thousands): | |||||||||||||||||||||||||
Net intangible assets as of December 27, 2014 and March 29, 2014 consisted of the following (in thousands): | |||||||||||||||||||||||||
December 27, 2014 | | | | | | | | | | | | | | | |||||||||||
Gross | Accumulated | Net | March 29, 2014 | ||||||||||||||||||||||
Carrying | Amortization | Gross | Accumulated | Net | Weighted | ||||||||||||||||||||
Amount | carrying | amortization | average | ||||||||||||||||||||||
amount | useful life | ||||||||||||||||||||||||
Trademarks | $ | 2,490 | $ | (2,490 | ) | $ | — | | | | | | | | | | | | | | | ||||
Customer list | 7,300 | (4,038 | ) | 3,262 | Intangible assets | ||||||||||||||||||||
Non-compete agreements | 1,380 | (723 | ) | 657 | Trademarks | $ | 2,490 | $ | (2,490 | ) | $ | — | 0.9 | ||||||||||||
Below-market leases | 5,318 | (1,576 | ) | 3,742 | Customer list | 7,300 | (2,732 | ) | 4,568 | 5 | |||||||||||||||
Total definite lived | 16,488 | (8,827 | ) | 7,661 | Non-compete agreements | 1,380 | (500 | ) | 880 | 4.7 | |||||||||||||||
Trademarks-indefinite lived | 50,100 | — | 50,100 | Below-market leases | 5,318 | (1,143 | ) | 4,175 | 10.4 | ||||||||||||||||
Total intangible assets | $ | 66,588 | $ | (8,827 | ) | $ | 57,761 | | | | | | | | | | | | | | | ||||
Total definite lived | 16,488 | (6,865 | ) | 9,623 | |||||||||||||||||||||
March 29, 2014 | Trademarks—indefinite lived | 50,100 | — | 50,100 | |||||||||||||||||||||
Gross | Accumulated | Net | | | | | | | | | | | | | | | |||||||||
Carrying | Amortization | Total intangible assets | $ | 66,588 | $ | (6,865 | ) | $ | 59,723 | ||||||||||||||||
Amount | | | | | | | | | | | | | | | |||||||||||
Trademarks | $ | 2,490 | $ | (2,490 | ) | $ | — | ||||||||||||||||||
Customer list | 7,300 | (2,732 | ) | 4,568 | |||||||||||||||||||||
Non-compete agreements | 1,380 | (500 | ) | 880 | | | | | | | | | | | | | | | |||||||
Below-market leases | 5,318 | (1,143 | ) | 4,175 | March 30, 2013 | ||||||||||||||||||||
Total definite lived | 16,488 | (6,865 | ) | 9,623 | Gross | Accumulated | Net | Weighted | |||||||||||||||||
Trademarks-indefinite lived | 50,100 | — | 50,100 | carrying | amortization | average | |||||||||||||||||||
Total intangible assets | $ | 66,588 | $ | (6,865 | ) | $ | 59,723 | amount | useful life | ||||||||||||||||
| | | | | | | | | | | | | | ||||||||||||
Amortization expense for intangible assets totaled $0.6 million and $1.0 million for the thirteen weeks ended December 27, 2014 and December 28, 2013, respectively, and $2.0 million and $2.9 million for the thirty-nine weeks ended December 28, 2013, respectively, and is included in selling, general and administrative expenses. | Intangible assets | ||||||||||||||||||||||||
Trademarks | $ | 1,550 | $ | (1,338 | ) | $ | 212 | 1.1 | |||||||||||||||||
As of December 27, 2014, estimated future amortization of intangible assets was as follows (in thousands): | Customer list | 6,700 | (1,292 | ) | 5,408 | 5 | |||||||||||||||||||
Non-compete agreements | 1,200 | (211 | ) | 989 | 4.9 | ||||||||||||||||||||
Fiscal year | Below-market leases | 2,032 | (524 | ) | 1,508 | 6.7 | |||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||||
2015 | $ | 631 | Total definite lived | 11,482 | (3,365 | ) | 8,117 | ||||||||||||||||||
2016 | 2,324 | Trademarks—indefinite lived | 49,900 | — | 49,900 | ||||||||||||||||||||
2017 | 1,772 | | | | | | | | | | | | | | | ||||||||||
2018 | 777 | Total intangible assets | $ | 61,382 | $ | (3,365 | ) | $ | 58,017 | ||||||||||||||||
2019 | 438 | | | | | | | | | | | | | | | ||||||||||
Thereafter | 1,719 | Amortization expense for intangible assets totaled $3.5 million, $2.9 million, $0.4 million and $0.1 million for the periods ended March 29, 2014 and March 30, 2013, the Successor Period, and the Predecessor Period, respectively, and is included in selling, general and administrative expenses. | |||||||||||||||||||||||
Total | $ | 7,661 | As of March 29, 2014, estimated future amortization of intangible assets was as follows (in thousands): | ||||||||||||||||||||||
| | | | | |||||||||||||||||||||
Fiscal year | |||||||||||||||||||||||||
| | | | | |||||||||||||||||||||
2015 | $ | 2,308 | |||||||||||||||||||||||
2016 | 2,225 | ||||||||||||||||||||||||
2017 | 1,993 | ||||||||||||||||||||||||
2018 | 947 | ||||||||||||||||||||||||
2019 | 500 | ||||||||||||||||||||||||
Thereafter | 1,650 | ||||||||||||||||||||||||
| | | | | |||||||||||||||||||||
Total | $ | 9,623 | |||||||||||||||||||||||
| | | | | |||||||||||||||||||||
Recovered_Sheet4
Revolving Credit Facilities and Long-Term Debt | 9 Months Ended | 12 Months Ended | ||||||||
Dec. 27, 2014 | Mar. 29, 2014 | |||||||||
Revolving Credit Facilities and Long-Term Debt | ||||||||||
Revolving Credit Facilities and Long-Term Debt | 5.Revolving Credit Facilities and Long-Term Debt | 8. Revolving credit facilities and long-term debt | ||||||||
Revolving credit facility (PNC Bank, N.A.) | ||||||||||
Revolving Credit Facility (PNC Bank, N.A.) | On December 11, 2011, the Company obtained a collateral-based revolving line of credit with PNC Bank, N.A. (the "PNC Line of Credit"), which the Company amended on August 31, 2012 and May 31, 2013. These amendments increased the borrowing capacity from $35.0 million to $60.0 million as of May 31, 2013 with a Company option to increase the maximum to $70.0 million. The PNC Line of Credit is to be used for working capital and general corporate purposes, and has a maturity date of May 31, 2018. The available borrowing is based on the collective value of eligible inventory and credit card receivables multiplied by specific advance rates, and is recalculated weekly. The obligations under the PNC Line of Credit are secured by substantially all of the Company's assets. The PNC Line of Credit bears interest at a rate equal to the sum of (1) 0.75% if the average utilization (borrowings plus letters of credit) over the prior calendar quarter is less than 60% of the maximum borrowing capacity or 1.00% if the average utilization is greater than 60% of the maximum borrowing capacity, plus (2) the higher of (a) PNC's publicly announced commercial lending rate or the daily federal funds open rate plus 0.50%, or (b) the London Interbank Offered Rate ("LIBOR") for a period of one month plus 1.00%. The Company can also elect to use the Eurodollar (LIBOR) rate for the applicable interest period term (one, two, three or six months as elected by the Company) plus 0.75% if the average utilization is less than 60% of the maximum borrowing capacity or 1.00% if the average utilization is greater than 60% of the maximum borrowing capacity. As of March 29, 2014, a total of $28.6 million was outstanding under the PNC Line of Credit (including letters of credit) and there was $2.8 million of unused availability under the borrowing base formula. The outstanding borrowings as of March 29, 2014 consisted of $25.0 million outstanding at a rate of 1.91% and $3.6 million outstanding at a rate of 4.0%. | |||||||||
The PNC Line of Credit includes certain financial and nonfinancial covenants. The financial covenants include minimum fixed charge coverage ratio only when "excess availability" falls below specified floor levels, while nonfinancial covenants include restrictions on a number of other activities. As of March 29, 2014, the Company was not subject to the financial covenant based on the "excess availability" test. | ||||||||||
On December 11, 2011, the Company obtained a collateral-based revolving line of credit with PNC Bank, N.A. (the ‘‘PNC Line of Credit’’), which the Company amended on August 31, 2012 and May 31, 2013. The PNC Line of Credit includes a $5.0 million sub-limit for letters of credit. Subject to certain terms and conditions, PNC Bank, N.A. is committed to increase the facility by an additional $10.0 million at our request. On April 15, 2014, the Company amended the PNC Line of Credit to increase the borrowing capacity from $60.0 million to up to $70.0 million. On November 5, 2014, the Company amended the PNC Line of Credit to (a) permit certain addbacks to the definition of Earnings Before Interest, Taxes, Depreciation and Amortization (“EBITDA”) relating to expenses incurred in connection with the Company’s recently completed IPO and the preparation of the PNC Line of Credit amendment, (b) revise the “Change of Control” definition and the covenant restricting certain equity issuances to be more customary for a publicly traded company, (c) delete the equity cure provisions and (d) change the financial statement reporting requirements, and timing to align with the Securities and Exchange Commission disclosure requirements. All other material terms of the PNC Line of Credit remained unchanged following each of the amendments. | $100 million term loan due May 2019 (Golub Capital LLC) | |||||||||
The Company entered into a loan and security agreement with Golub Capital LLC on May 31, 2013, as amended by the first amendment to term loan and security agreement dated September 23, 2013 (the "Golub Loan"). The Golub Loan consists of a term loan facility of $100.0 million. As of March 29, 2014, the outstanding balance on the Golub Loan was $99.5 million. The obligations under the Golub Loan are secured by substantially all of the Company's assets. The principal of the Golub Loan is payable in quarterly installments of $250,000 beginning on September 30, 2013 and ending on the maturity date of the term loan, which is May 31, 2019. The balance of the unpaid principal will be paid on the maturity date. | ||||||||||
The PNC Line of Credit is to be used for working capital and general corporate purposes, and has a maturity date of May 31, 2018. The available borrowing under the PNC Line of Credit is based on the collective value of eligible inventory and credit card receivables multiplied by specific advance rates, and is recalculated monthly. The PNC Line of Credit bears interest at (1) 0.75% if the amount of borrowings are less than 60% of the maximum borrowing capacity or 1.00% if the total borrowings are greater than 60% of the maximum borrowing capacity, plus (2) the highest of the bank’s public lending rate, federal funds open rate plus 0.50%, or the LIBOR rate for a period of one month plus 1.00%. The Company can also elect to use the Eurodollar rate plus 0.75% if the amount of borrowings is less than 60% of the maximum borrowing capacity or 1.00% if the total borrowings are greater than 60% of the maximum borrowing capacity. As of December 27, 2014, the total amount available to borrow was $38.0 million and the outstanding balance was $32.0 million. The outstanding borrowings as of December 27, 2014 consisted of $30.0 million outstanding at a rate of 1.91% and $2.0 million outstanding at a rate of 4.0%. Total interest expense incurred on the PNC Line of Credit for the thirteen and thirty-nine weeks ended December 27, 2014 was $0.9 million and $1.5 million, respectively. | Interest on the Golub Loan is paid quarterly beginning on September 30, 2013. The Golub Loan bears interest calculated on either a base rate or the LIBOR rate. The base rate is a floating interest rate that is the sum of 4.75% plus the higher of (1) the prime rate, (2) the one-month LIBOR Rate plus 1% with a LIBOR floor of 1.25% or (3) the Federal Funds rate, plus 50 basis points. The LIBOR Rate is 5.75%, plus the LIBOR rate for a period of one, two, three, six, or, if available to all lenders, nine or 12 months (with a LIBOR floor of 1.25%), as elected by the Company. Interest is payable quarterly in arrears on the last day of each quarter. Interest charges are computed on the actual principal outstanding. As of March 29, 2014, the interest rate on the Golub Loan was 7.0%. Total interest expense incurred on the Golub Loan was $5.9 million for fiscal 2014. | |||||||||
The Golub Loan requires the Company to meet certain financial and non-financial covenants. Financial covenants include a minimum interest coverage ratio and a maximum total leverage ratio. In addition, the term loan agreement also limits the amount that we can spend on capital expenditures per year. The Company was in compliance with all of its financial covenants as of March 29, 2014. The Golub Loan also requires that 50% of the Company's annual excess cash flow be used to make prepayments of outstanding loan amounts. The Company is also subject to early termination fees in certain instances of voluntary prepayments of the Golub Loan in excess of $10.0 million. | ||||||||||
The PNC Line of Credit includes certain financial and nonfinancial covenants. The financial covenants include a minimum fixed charge coverage ratio only when ‘‘excess availability’’ falls below specified floor levels, while nonfinancial covenants include restrictions on a number of other activities. The Company was in compliance with its financial and non-financial covenants as of December 27, 2014. | If there is an event of default under the Golub Loan, the principal and the interest accrued thereon may be declared immediately due and payable, subject to certain conditions set forth in the Golub Loan. Events of default under the Golub Loan include, but are not limited to, the Company becoming delinquent in making certain payments due under the Golub Loan, the Company incurring events of default with respect to certain other indebtedness or obligations, the Company undergoing a change in control or the Company becoming subject to certain bankruptcy proceedings or orders. As of March 29, 2014, no events of default had occurred. | |||||||||
7.5% term loan (PNC Bank, N.A.) | ||||||||||
Term Loan Due May 2019 (Golub Capital LLC) | The Company entered into a loan and security agreement with PNC Bank N.A. on December 11, 2011, as amended by the first amendment to term loan agreement dated August 31, 2012 (the "PNC Term Loan"). The PNC Term Loan consisted of a term loan facility of $20.0 million. Interest accrued on outstanding amounts under the PNC Term Loan at the rate of 7.5% per annum, due monthly. Effective October 1, 2012, monthly principal payments of $166,667 were required. In May 2013, the Company converted all outstanding amounts on the PNC Term Loan to borrowings under the PNC Line of Credit. | |||||||||
12.5% senior subordinated term loans (related party term loans) | ||||||||||
The Company entered into a loan and security agreement with Golub Capital LLC on May 31, 2013, as amended by the first amendment to term loan and security agreement dated September 23, 2013 (the “Golub Loan”). On April 14, 2014, the Company entered into an amended and restated term loan and security agreement for the Golub Loan. The amended and restated loan and security agreement increased the borrowings on the Golub Loan from $99.2 million to $130.0 million, with the proceeds used to fund a portion of the $41.3 million dividend to stockholders and cash payment to holders of vested options that was paid in April 2014. See Note 6, “Stock-Based Compensation”. On November 5, 2014, the Company amended the Golub Loan to (a) permit certain addbacks to the definition of EBITDA relating to expenses incurred in connection with the Company’s recently completed IPO and the preparation of the Golub Loan amendment, (b) revise the “Change of Control” definition and the covenant restricting certain equity issuances to be more customary for a publicly traded company, (c) delete the equity cure provisions and (d) change the financial statement deliverable requirements, and timing to align with the Securities and Exchange Commission disclosure requirements. In addition, the Golub amendment reduced the applicable LIBOR Floor to from 1.25% to 1.00% which changed the current interest rate from 7.00% to 6.75%. All other material terms of the Golub Loan remained unchanged following each of the amendments. | On December 11, 2011, the Company obtained senior subordinated term loans from certain subordinated lenders, in the aggregate amount of $25.0 million, bearing interest at the rate of 12.5%, due quarterly. The subordinated lenders are related parties. On August 31, 2012, the Company borrowed an additional $25.5 million from the subordinated lenders. As of March 30, 2013, the outstanding balance of the loans was $50.5 million. See Note 14 "Related party transactions". In connection with the closing of the Golub Loan in May 2013, the Company paid off all outstanding amounts on its senior subordinated term loans. | |||||||||
The Company incurred approximately $3.4 million of deferred loan fees related to the issuance of the Golub Loan and the PNC Line of Credit, which are being amortized to interest expense using the effective interest method over the term of the loan through May 31, 2019. The remaining balance of deferred loan fees as of March 29, 2014 is $2.9 million. | ||||||||||
The obligations under the Golub Loan are secured by substantially all of the Company’s assets and the Company’s guarantors’ assets. A provision allowing the Company to conduct an initial public offering was also added to the amended and restated loan and security agreement. Effective with the principal payment due on December 31, 2014, principal is payable in quarterly installments of $119,953 made each calendar quarter and ending on the maturity date of May 31, 2019, with the remaining balance due at maturity, as well as certain customary mandatory prepayments at the lender’s discretion, including a specified portion of annual “excess cash flow”, as defined in the Golub Loan agreement. All other material terms of the Golub Loan remain unchanged from the May 31, 2013 Golub Loan. The outstanding balance of the Golub Loan was $47.4 million at December 27, 2014. | Aggregate contractual maturities for the Company's line of credit and long-term debt as of March 29, 2014 are as follows (in thousands): | |||||||||
Interest on the Golub Loan is paid quarterly and is calculated on either a base rate or the LIBOR rate. The base rate is a floating interest rate that is the sum of 4.75% plus the higher of (1) the prime rate, (2) the one-month LIBOR rate plus 1% with a LIBOR floor of 1.25% or (3) the Federal Funds rate, plus 50 basis points. The LIBOR rate is 5.75%, plus the LIBOR rate for a period of one, two, three, six, or, if available to all lenders, nine or 12 months (with a LIBOR floor of 1.25% prior to the most recent amendment, and currently 1.0%), as elected by the Company. Interest is payable quarterly in arrears on the last day of each quarter. Interest charges are computed on the actual principal outstanding. As of December 27, 2014, the interest rate on the Golub Loan was 6.75%. Total interest expense incurred on the Golub Loan was $1.4 million and $6.0 million for the thirteen and thirty-nine weeks ended December 27, 2014, respectively. | ||||||||||
| | | | | ||||||
The Golub Loan requires the Company to meet certain financial and non-financial covenants. Financial covenants include a minimum interest coverage ratio and a maximum total leverage ratio. In addition, the loan agreement also limits the amount that the Company can spend on capital expenditures per year. The Golub Loan also requires, at the lender’s discretion, that 50% of the Company’s excess cash flow, as defined in the Golub Loan agreement, be used to make prepayments of outstanding loan amounts. The Company is also subject to early termination fees in certain instances of voluntary prepayments of the Golub Loan in excess of $10.0 million. The Company was in compliance with all of its financial and non-financial covenants as of December 27, 2014. | Fiscal year | |||||||||
| | | | | ||||||
If there is an event of default under the Golub Loan, the principal and the interest accrued thereon may be declared immediately due and payable, subject to certain conditions set forth in the amended and restated term loan and security agreement. Events of default under the Golub Loan include, but are not limited to, the Company becoming delinquent in making certain payments due under the Golub Loan, the Company incurring certain events of default with respect to other indebtedness or obligations, the Company undergoing a change in control or the Company becoming subject to certain bankruptcy proceedings or orders. As of December 27, 2014, no events of default had occurred. | 2015 | $ | 1,000 | |||||||
2016 | 1,000 | |||||||||
Principal Payment On Golub Loan | 2017 | 1,000 | ||||||||
2018 | 1,000 | |||||||||
On November 5, 2014, the Company used $81.9 million of the net proceeds from the IPO to repay a portion of the principal balance on the Golub Loan. The Company incurred a pre-payment penalty of $0.6 million and accelerated amortization of deferred loan fees of $1.7 million, which was recorded to interest expense during the thirteen weeks ended December 27, 2014. | 2019 | 29,624 | ||||||||
Thereafter | 94,500 | |||||||||
$20 Million Term Loan (PNC Bank, N.A.) | | | | | | |||||
Total | $ | 128,124 | ||||||||
The Company entered into a loan and security agreement with PNC Bank N.A. on December 11, 2011, as amended by the first amendment to term loan agreement dated August 31, 2012 (the “PNC Term Loan”). The PNC Term Loan included a term loan facility of $20.0 million. Interest accrued on outstanding amounts under the PNC Term Loan at the rate of 7.5% per annum, due monthly. Effective October 1, 2012, monthly principal payments of $166,667 were required. In connection with the closing of the Golub Loan in May 2013, the Company converted all outstanding amounts on the PNC Term Loan to borrowings under the PNC Line of Credit. | | | | | | |||||
Senior Subordinated Term Loans (Related Party Term Loans) | ||||||||||
On December 11, 2011, the Company obtained senior subordinated term loans from certain subordinated lenders, in the aggregate amount of $25.0 million, bearing interest at the rate of 12.5%, due quarterly. The subordinated lenders were related parties. On August 31, 2012, the Company borrowed an additional $25.5 million from the subordinated lenders. See Note 9, “Related Party Transactions”. In connection with the closing of the Golub Loan in May 2013, the Company paid off all outstanding amounts on its senior subordinated term loans. | ||||||||||
Deferred Loan Fees | ||||||||||
The Company incurred approximately $4.1 million of deferred loan fees related to the issuance of the Golub Loan and the PNC Line of Credit, which are being amortized to interest expense using the effective interest method over the term of the loan through May 31, 2019. The remaining balance of deferred loan fees as of December 27, 2014 is $1.4 million, and is included in prepaid expenses and other current assets (current portion) and other assets (long-term portion) on the condensed consolidated balance sheet. | ||||||||||
Aggregate Contractual Maturities | ||||||||||
Aggregate contractual maturities for the Company’s line of credit and long-term debt as of December 27, 2014 | ||||||||||
are as follows (in thousands): | ||||||||||
Fiscal year | ||||||||||
2015 | $ | 120 | ||||||||
2016 | 480 | |||||||||
2017 | 480 | |||||||||
2018 | 480 | |||||||||
2019 | 32,523 | |||||||||
Thereafter | 45,408 | |||||||||
Total | $ | 79,491 | ||||||||
Recovered_Sheet5
Stock-Based Compensation | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Dec. 27, 2014 | Mar. 29, 2014 | |||||||||||||||||||||||||
Stock-Based Compensation | ||||||||||||||||||||||||||
Stock-Based Compensation | 6.Stock-Based Compensation | 9. Stock-based compensation | ||||||||||||||||||||||||
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 to purchase up to a total of 3,750,000 shares of common stock. As of March 29, 2014, all awards granted by the Company 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. | ||||||||||||||||||||||||||
Equity Incentive Plans | For the year ended March 29, 2014, the Company granted certain members of management with options to purchase a total of 312,500 shares of common stock under the 2011 Plan. The total grant date fair value of stock options granted in fiscal years 2014 and 2013 and the Successor Period was $2.1 million, $3.5 million and $4.4 million, respectively, before applying an estimated forfeiture rate, with grant date fair values ranging from $6.64 to $6.92 per share in fiscal 2014, $3.43 to $4.31 per share in fiscal 2013, and $1.60 to $2.26 per share in the Successor Period. There were no stock options granted in the Predecessor Period. The Company is recognizing the expense relating to these stock options, net of estimated forfeitures, on a straight-line basis over the five-year service period of the awards. The exercise prices of these awards range between $4.00 and $11.21 and have a weighted-average fair value of $6.82 per share, $3.87 per share, and $1.93 per share for the fiscal years ended March 2014, March 30, 2013 and the Successor Period, respectively. | |||||||||||||||||||||||||
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's estimate of pre-vesting forfeitures, or forfeiture rate, was based on its internal analysis, which included the award recipients' positions within the Company and the vesting period of the awards. The Company will issue shares of common stock when the options are exercised. | ||||||||||||||||||||||||||
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 to purchase up to a total of 3,750,000 shares of common stock. As of December 27, 2014, all awards granted by the Company 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. | 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 market value per share was $11.40 and $7.47 at March 29, 2014 and March 30, 2013, respectively. The following table summarizes the stock award activity for the fiscal year ended March 29, 2014 (aggregate intrinsic value in thousands): | |||||||||||||||||||||||||
On October 19, 2014, the Company approved the 2014 Equity Incentive Plan (the “2014 Plan”). The 2014 Plan authorizes the Company to issue awards to employees, consultants and directors with respect to a total of 1,600,000 shares of common stock, par value $0.0001 per share. All awards granted by the Company to date have been nonqualified stock options or restricted stock awards. | ||||||||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||
Pro Rata Cash Dividend, Cash Payment to Holders of Vested Options and Adjustment to Exercise Price of Unvested Options | Stock | Grant date | Weighted | Aggregate | ||||||||||||||||||||||
options | weighted | average | intrinsic | |||||||||||||||||||||||
On April 11, 2014, the Company declared and subsequently paid a pro rata cash dividend to its stockholders totaling $39.9 million, made a cash payment of $1.4 million to holders of vested options, and lowered the exercise price of 1,918,550 unvested options by $2.00 per share. The cash payments totaling $41.3 million reduced retained earnings to zero and reduced additional paid-in capital by $39.7 million. The 2011 Plan has nondiscretionary antidilution provisions that require the fair value of the option awards to be equalized in the event of an equity restructuring. Consequently, the board of directors of the Company was obligated under the antidilution provisions to approve the reduction of the exercise price on the unvested options and make the cash payment to the holders of vested options. No incremental stock-based compensation expense was recognized for the dividend for the vested options or reduction in exercise price for the unvested options. | average | remaining | value | |||||||||||||||||||||||
exercise price | contractual | |||||||||||||||||||||||||
Non-Qualified Stock Options | life (in years) | |||||||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||
During the thirteen and thirty-nine weeks ended December 27, 2014, the Company granted certain members of management options to purchase a total of 124,650 shares (all under the 2014 Plan) and 237,500 shares of common stock, respectively. The total grant date fair value of stock options granted during the thirteen and thirty-nine weeks ended December 27, 2014 was $0.9 million and $2.4 million, respectively, with grant date fair values ranging from $6.08 to $7.79 per share. The Company is recognizing the expense relating to these stock options on a straight-line basis over the five-year service period of the awards. The exercise prices of these awards range between $9.40 and $16.00 per share. | Outstanding at March 30, 2013 | 2,202,500 | $ | 7.09 | ||||||||||||||||||||||
Granted | 312,500 | $ | 9.53 | |||||||||||||||||||||||
On October 29, 2014, the Company granted its Chief Executive Officer (“CEO”) options to purchase 99,650 shares of common stock under the 2014 Plan. These options contain both service and market conditions. Vesting of the options occurs if the market price of the Company’s stock achieves stated targets through the third anniversary of the date of grant. If those market price targets are achieved, the options will vest in equal amounts on the third, fourth and fifth anniversaries of the grant date. The fair value of the options was estimated using a Monte Carlo simulation model. The following significant assumptions were used as of October 29, 2014: | Canceled, forfeited or expired | — | $ | — | ||||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||
Stock price | $ | 16.00 | Outstanding at March 29, 2014 | 2,515,000 | $ | 7.40 | 8.3 | $ | 10,072 | |||||||||||||||||
Exercise price | $ | 16.00 | | | | | | | | | | | | | | | ||||||||||
Expected option term | 6.0 years | Vested and expected to vest at March 29, 2014 | 2,515,000 | $ | 7.40 | 8.3 | $ | 10,072 | ||||||||||||||||||
Expected volatility | 55.0 | % | | | | | | | | | | | | | | | ||||||||||
Risk-free interest rate | 1.8 | % | Exerciseable at March 29, 2014 | 721,450 | $ | 6.45 | 7.9 | $ | 3,570 | |||||||||||||||||
Expected annual dividend yield | 0 | % | | | | | | | | | | | | | | | ||||||||||
Stock-based compensation expense was $1.3 million, $0.8 million and $0.1 million for the fiscal years ended March 29, 2014 and March 30, 2013 and the Successor Period, respectively. There was no stock-based compensation expense in the Predecessor Period. Stock-based compensation expense of $0.2 million and $0.2 million was recorded as cost of goods sold in the fiscal years ended March 29, 2014 and March 30, 2013, respectively. All other stock-based compensation expense is included in selling, general and administrative expenses. As of March 29, 2014, there was $5.8 million of total unrecognized stock-based compensation expense related to unvested stock options. This cost has a weighted average remaining recognition period of 2.4 years. | ||||||||||||||||||||||||||
During the thirteen and thirty-nine weeks ended December 28, 2013, the Company granted certain members of management options to purchase a total of 112,500 shares and 312,500 shares of common stock, respectively, under the 2011 Plan. The total grant date fair value of the stock options during the thirteen and thirty-nine weeks ended December 28, 2013 was $0.7 million and $2.1 million, respectively, with grant date fair values ranging from $6.64 to $6.92 per share. The Company is recognizing the expense relating to these stock option on a straight-line basis over the five-year service period of the awards. The exercise prices of these awards range between $7.18 and $8.16 per share. | The fair values of stock options granted in fiscal years 2014, 2013 and the Successor Period were estimated on the grant dates using the following assumptions: | |||||||||||||||||||||||||
The fair values of stock options granted during the thirteen and thirty-nine weeks ended December 27, 2014 and December 28, 2013 were estimated on the grant dates using the following assumptions: | ||||||||||||||||||||||||||
| | | | | | | ||||||||||||||||||||
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | Fiscal year ended | ||||||||||||||||||||||||
December 27, | December 28, | December 27, | December 28, | March 29, | March 30, | March 31, | ||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | 2014 | 2013 | 2012 | ||||||||||||||||||||
| | | | | | | ||||||||||||||||||||
Expected option term(1) | 6.5 years | 6.5 years | 6.5 years | 6.5 years | Expected option term(1) | 6.5 years | 6.5 years | 6.5 years | ||||||||||||||||||
Expected volatility factor(2) | 38.6% - 55.0% | 56.0% | 38.6% - 56.0% | 56.0% | Expected volatility factor(2) | 56% | 58% | 56% | ||||||||||||||||||
Risk-free interest rate(3) | 1.7% - 1.8% | 1.9% | 1.7% - 2.0% | 1.9% - 2.0% | Risk-free interest rate(3) | 1.91% - 2.03% | 1.01% | 2.37% | ||||||||||||||||||
Expected annual dividend yield(4) | 0% | 0% | 0% | 0% | Expected annual dividend yield(4) | 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. | ||||||||||||||||||||||||||
-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. | ||||||||||||||||||||||||
-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 as the expected life of the stock option as of the grant date. | ||||||||||||||||||||||||
-3 | The risk-free interest rate is determined using the rate on treasury securities with the same term. | (4) The board of directors paid a dividend to stockholders in April 2014 (See Note 16 "Subsequent events"). The Company's board of directors does not plan to pay cash dividends in the foreseeable future. Consequently, we used an expected dividend yield of zero. | ||||||||||||||||||||||||
-4 | The board of directors paid a dividend to stockholders in April 2014. The Company’s board of directors does not plan to pay cash dividends in the foreseeable future. Consequently, the Company used an expected dividend yield of zero. | A summary of the status of non-vested stock options as of March 29, 2014 and changes during fiscal 2014 is presented below: | ||||||||||||||||||||||||
The stock option awards discussed above, with the exception of options awarded to the Company’s CEO on October 29, 2014, 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’s estimate of pre-vesting forfeitures, or forfeiture rate, was based on its internal analysis, which included the award recipients’ positions within the Company and the vesting period of the awards. The Company will issue shares of common stock when the options are exercised. | ||||||||||||||||||||||||||
| | | | | | | | |||||||||||||||||||
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 market value per share at December 27, 2014 was $18.42. The following table summarizes the stock award activity for the thirty-nine weeks ended December 27, 2014 (aggregate intrinsic value in thousands): | Shares | Weighted- | ||||||||||||||||||||||||
average | ||||||||||||||||||||||||||
Grant Date | Weighted | grant date | ||||||||||||||||||||||||
Weighted- | Average | fair value | ||||||||||||||||||||||||
Average | Remaining | Aggregate | | | | | | | | | ||||||||||||||||
Stock | Exercise | Contractual | Intrinsic | Nonvested at March 30, 2013 | 1,915,125 | $ | 1.56 | |||||||||||||||||||
Options | Price(1) | Life (in Years) | Value | Granted | 312,500 | $ | 6.82 | |||||||||||||||||||
Vested | (434,075 | ) | $ | 2.73 | ||||||||||||||||||||||
Outstanding at March 29, 2014 | 2,515,000 | $ | 5.97 | Nonvested shares forfeited | — | $ | — | |||||||||||||||||||
Granted | 362,150 | $ | 12.21 | | | | | | | | | |||||||||||||||
Cancelled, forfetied or expired | — | $ | — | Nonvested at March 29, 2014 | 1,793,550 | $ | 3.55 | |||||||||||||||||||
Outstanding at December 27, 2014 | 2,877,150 | $ | 6.76 | 7.7 | $ | 33,556 | | | | | | | | | ||||||||||||
Vested and expected to vest at December 27, 2014 | 2,877,150 | $ | 6.76 | 7.7 | $ | 33,556 | ||||||||||||||||||||
Exerciseable at December 27, 2014 | 962,850 | $ | 6.61 | 7.4 | $ | 11,372 | ||||||||||||||||||||
-1 | The grant date weighted-average exercise price reflects the reduction of the exercise price by $2.00 per share for the 1,918,550 unvested options that were part of the April 2014 dividend discussed above. | |||||||||||||||||||||||||
A summary of the status of non-vested stock options as of December 27, 2014 and changes during the thirty-nine weeks ended December 27, 2014 is presented below: | ||||||||||||||||||||||||||
Weighted- | ||||||||||||||||||||||||||
Average | ||||||||||||||||||||||||||
Grant Date | ||||||||||||||||||||||||||
Shares | Fair Value | |||||||||||||||||||||||||
Nonvested at March 29, 2014 | 1,793,550 | $ | 3.55 | |||||||||||||||||||||||
Granted | 362,150 | $ | 6.55 | |||||||||||||||||||||||
Vested | (241,400 | ) | $ | 4.63 | ||||||||||||||||||||||
Nonvested shares forfeited | — | $ | — | |||||||||||||||||||||||
Nonvested at December 27, 2014 | 1,914,300 | $ | 3.98 | |||||||||||||||||||||||
Restricted Stock Awards | ||||||||||||||||||||||||||
During the thirteen and thirty-nine weeks ended December 27, 2014, the Company granted 30,313 restricted shares of common stock to various employees and one member of its Board of Directors 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 member of the Board of Directors vest in full upon the one-year anniversary of the date of grant, provided that the Board member continues to serve of the Board of Directors through that date. The grant date fair value of these awards totaled $0.5 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 $0.5 million and $0.3 million for the thirteen weeks ended December 27, 2014 and December 28, 2013, respectively and $1.5 million and $0.9 million for the thirty-nine weeks ended December 27, 2014 and December 28, 2013, respectively. Stock-based compensation expense of $0.1 million was recorded in cost of goods sold in the condensed consolidated statements of operations for each of the thirteen weeks ended December 27, 2014 and December 28, 2013, respectively, and $0.3 million and $0.2 million for the thirty-nine weeks ended December 27, 2014 and December 28, 2013, respectively. All other stock-based compensation expense is included in selling, general and administrative expenses in the condensed consolidated statements of operations. As of December 27, 2014, there was $7.3 million of total unrecognized stock-based compensation expense related to unvested stock options and restricted stock awards. This cost has a weighted-average remaining recognition period of 2.2 years. | ||||||||||||||||||||||||||
Recovered_Sheet6
Commitments and Contingencies | 9 Months Ended | 12 Months Ended |
Dec. 27, 2014 | Mar. 29, 2014 | |
Commitments and Contingencies. | ||
Commitments and Contingencies | 7.Commitments and Contingencies | 10. Commitments and contingencies |
The Company has employment agreements with two key officers of the Company. One of the employment agreements expires in November 2015. This agreement automatically renews for successive one year terms and will continue to do so unless otherwise terminated. The other employment agreement does not expire. The employee agreements provide for minimum salary levels and incentive bonuses that are payable under certain business conditions, as well as guaranteed payments in the event of termination or employment in certain circumstances. The future amounts payable under these employment agreements have not been recorded in the consolidated financial statements as of March 29, 2014 and March 30, 2013. | ||
As of December 27, 2014, the Company had employment agreements with three key officers of the Company. One of the employment agreements expires in November 2015. This agreement automatically renews for successive one-year terms and will continue to do so unless otherwise terminated. The two other employment agreements do not expire. These employment agreements, together with a letter agreement between one of these officers and the Company, provide for minimum salary levels and incentive bonuses that are payable under certain business conditions, as well as guaranteed payments in the event of termination of employment in certain circumstances. The future amounts payable under these employment agreements and letter agreement have not been recorded in the condensed consolidated financial statements as of December 27, 2014 and March 29, 2014. | 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. 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 consolidated balance sheets as the impact is expected to be immaterial. | ||
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. 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, cash flows 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, statements of operations or cash flows as the impact is expected to be immaterial. | ||
Recovered_Sheet7
Income Taxes | 9 Months Ended | 12 Months Ended | |||||||||||||
Dec. 27, 2014 | Mar. 29, 2014 | ||||||||||||||
Income Taxes | |||||||||||||||
Income Taxes | 8.Income Taxes | 13. Income taxes | |||||||||||||
Income tax expense (benefit) consisted of the following: | |||||||||||||||
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 provision for income taxes is based on the current estimate of the annual effective tax rate and is adjusted as necessary for discrete events occurring in a particular period. The effective income tax rate was 36.0% and 38.4% for the thirteen weeks ended December 27, 2014 and December 28, 2013, respectively, and 37.9% and 39.2% for the thirty-nine weeks ended December 27, 2014 and December 28, 2013, respectively. The effective tax rates for the thirteen and thirty-nine weeks ended December 27, 2014 are lower than their comparable periods in fiscal 2014 due to discrete items recognized in the first and third quarters of fiscal 2015 relating to return to provision adjustments. Because management believes that it is more likely than not that the Company will realize the full amount of the net deferred tax assets, the Company has not recorded any valuation allowance for the deferred tax assets. | | | | | | | | | | | | | | | |
Fiscal year ended | |||||||||||||||
The Company’s policy is to accrue interest and penalties related to unrecognized tax benefits as a component of income tax expense. At December 27, 2014, the Company had no accrued liability for penalties and interest. | (in thousands) | March 29, | March 30, | (Successor) | (Predecessor) | ||||||||||
2014 | 2013 | December 12, 2011 | April 3, 2011 to | ||||||||||||
The Company files income tax returns in the U.S. federal jurisdiction and various state jurisdictions. At December 27, 2014 the Company is not aware of tax examinations (current or potential) in any tax jurisdictions. | to March 31, 2012 | December 11, 2011 | |||||||||||||
| | | | | | | | | | | | | | ||
Current: | |||||||||||||||
Federal | $ | 4,510 | $ | 1,148 | $ | 2,004 | $ | (17 | ) | ||||||
State | 685 | 314 | 463 | 71 | |||||||||||
| | | | | | | | | | | | | | ||
Total current | 5,195 | 1,462 | 2,467 | 54 | |||||||||||
Deferred: | |||||||||||||||
Federal | (1,536 | ) | (530 | ) | (2,873 | ) | (102 | ) | |||||||
State | (338 | ) | (106 | ) | (641 | ) | (87 | ) | |||||||
| | | | | | | | | | | | | | ||
Total deferred | (1,874 | ) | (636 | ) | (3,514 | ) | (189 | ) | |||||||
| | | | | | | | | | | | | | ||
Total income tax expense (benefit) | $ | 3,321 | $ | 826 | $ | (1,047 | ) | $ | (135 | ) | |||||
| | | | | | | | | | | | | | ||
The reconciliation between the Company's effective tax rate on income from operations and the statutory tax rate is as follows: | |||||||||||||||
| | | | | | | | | | | | | | ||
Fiscal year ended | |||||||||||||||
March 29, | March 30, | (Successor) | (Predecessor) | ||||||||||||
2014 | 2013 | December 12, 2011 | April 3, 2011 to | ||||||||||||
to March 31, 2012 | December 11, 2011 | ||||||||||||||
| | | | | | | | | | | | | | ||
Expected provision at statutory U.S. federal tax rate | 34.00% | 34.00% | 34.00% | 34.00% | |||||||||||
State and local income taxes, net of federal tax benefit | 4.5 | 4.2 | 2 | 1.5 | |||||||||||
Change in tax rates | (0.1 | ) | (2.9 | ) | — | — | |||||||||
State credits | (1.8 | ) | — | — | — | ||||||||||
Acquisition costs | — | 20 | (17.4 | ) | (18.7 | ) | |||||||||
Other | 0.4 | (0.5 | ) | (0.1 | ) | 0.2 | |||||||||
| | | | | | | | | | | | | | ||
Effective tax rate | 37.00% | 54.80% | 18.50% | 17.00% | |||||||||||
| | | | | | | | | | | | | | ||
Differences between the effective tax rate and the statutory rate relate primarily to state taxes and acquisition costs. | |||||||||||||||
Deferred taxes reflect the net tax effects of the temporary differences between the carrying amount of assets and liabilities for financial reporting and the amount used for income tax purposes. Significant components of the Company's net deferred tax assets as of March 29, 2014 and March 30, 2013 consisted of the following (in thousands): | |||||||||||||||
| | | | | | | | ||||||||
March 29, | March 30, | ||||||||||||||
2014 | 2013 | ||||||||||||||
| | | | | | | | ||||||||
Deferred tax assets: | |||||||||||||||
State taxes | $ | 1,002 | $ | 972 | |||||||||||
Accrued liabilities | 813 | 381 | |||||||||||||
Award program liabilities | 787 | 542 | |||||||||||||
Deferred revenue | 434 | 277 | |||||||||||||
Inventory | 2,997 | 1,565 | |||||||||||||
Stock options | 879 | 358 | |||||||||||||
Other | 257 | 171 | |||||||||||||
| | | | | | | | ||||||||
Total deferred tax assets | 7,169 | 4,266 | |||||||||||||
| | | | | | | | ||||||||
Deferred tax liabilities: | |||||||||||||||
Depreciation and amortization | (22,084 | ) | (21,037 | ) | |||||||||||
Prepaid expenses | (297 | ) | (315 | ) | |||||||||||
| | | | | | | | ||||||||
Total deferred tax liabilities | (22,381 | ) | (21,352 | ) | |||||||||||
| | | | | | | | ||||||||
Deferred income taxes, net | $ | (15,212 | ) | $ | (17,086 | ) | |||||||||
| | | | | | | | ||||||||
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 at this time no valuation allowance is required. The Company will continue to evaluate the need for a valuation allowance at each period end. | |||||||||||||||
The Company applies ASC 740, which contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating its tax positions and tax benefits, which may require periodic adjustments. At March 29, 2014 and March 30, 2013, no amounts were necessary to be recorded for any unrecognized tax liabilities nor any tax benefits. | |||||||||||||||
The Company's policy is to recognize interest and penalties accrued on any unrecognized tax benefits as a component of income tax expense. To the extent that accrued interest and penalties do not ultimately become payable, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision in the period that such determination is made. The Company does not have any accrued interest or penalties associated with any unrecognized tax benefits as of March 29, 2014 and March 30, 2013. | |||||||||||||||
The major jurisdictions in which the Company files income tax returns include the U.S. federal jurisdiction, as well as various state jurisdictions within the U.S. The Company's fiscal years 2010 through 2014 returns are subject to examination by the U.S. federal and various state tax authorities. | |||||||||||||||
Recovered_Sheet8
Related Party Transactions | 9 Months Ended | 12 Months Ended |
Dec. 27, 2014 | Mar. 29, 2014 | |
Related Party Transactions | ||
Related Party Transactions | 9.Related Party Transactions | 14. Related party transactions |
Leases and other transactions | ||
Leases and Other Transactions | The Company has entered into a lease agreement for one of its stores for the fiscal years ended March 29, 2014 and March 30, 2013 and the Successor Period at a location owned by one minority stockholder of the Company. The Company had entered into lease agreements at several locations with several minority stockholders during the Predecessor Period. The Company paid $0.2 million, $0.2 million, $0.1 million and $1.0 million for these leases during the fiscal years ended March 29, 2014 and March 30, 2013, the Successor Period and the Predecessor Period, respectively. These lease payments are included in selling, general and administrative expenses in the consolidated statements of operations. | |
Related party loans | ||
The Company has a lease agreement for one of its stores at a location owned by one minority stockholder of the Company. The Company paid less than $0.1 million for these leases during both of the thirteen weeks ended December 27, 2014 and December 28, 2013, and $0.1 million for both of the thirty-nine weeks ended December 27, 2014 and December 28, 2013. These lease payments are included in cost of goods sold in the consolidated statements of operations. | As of March 30, 2013, the Company had notes payable (see Note 8 "Revolving credit facilities and long-term debt") to the subordinated lenders who own common stock of the Company or its subsidiary, Boot Barn Holding Corporation. These notes were paid in full in May 2013. Interest and early termination fees paid to these entities totaled $3.6 million, $4.5 million, $0.1 million and $2.1 million for the fiscal years ended March 29, 2014 and March 30, 2013, the Successor Period and the Predecessor Period, respectively. | |
Payments relating to the purchase of Predecessor | ||
Related Party Loans | In connection with the purchase of Predecessor, Freeman Spogli & Co. received an advisory services fee of $1.3 million for its services provided in structuring and arranging the recapitalization of the Company. In addition, one of our directors received $0.1 million in connection with his services provided to the Company in connection with the Recapitalization. | |
As of March 30, 2013, the Company had notes payable (see Note 5, “Revolving Credit Facilities and Long-Term Debt”) to the subordinated lenders who own common stock of the Company. These notes were paid in full in May 2013. Interest and early termination fees paid to these entities totaled $3.6 million in the thirty-nine weeks ended December 28, 2013. | ||
Earnings_Per_Share
Earnings Per Share | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 27, 2014 | Mar. 29, 2014 | |||||||||||||||||||||||||||
Earnings Per Share | ||||||||||||||||||||||||||||
Earnings Per Share | 10.Earnings Per Share | 15. Earnings (loss) per share | ||||||||||||||||||||||||||
Earnings (loss) per share is computed under the provisions of FASB ASC Topic 260, Earnings Per Share. Basic earnings (loss) per share is computed based on the weighted average number of outstanding shares of common stock during the period. Diluted earnings (loss) per share is computed based on the weighted average number of shares of common stock plus the effect of dilutive potential common shares outstanding during the period using the treasury stock method, whereby proceeds from such exercise, unamortized compensation and hypothetical excess tax benefits, if any, on share-based awards are assumed to be used by the Company to purchase the common shares at the average market price during the period. Dilutive potential shares of common stock represent outstanding stock options. The dilutive effect of stock options and restricted stock is applicable only in periods of net income. | ||||||||||||||||||||||||||||
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 common shares outstanding during the period using the treasury stock method, whereby proceeds from such exercise, unamortized compensation and hypothetical excess tax benefits, if any, on share-based awards are assumed to be used by the Company to purchase the common shares at the average market price during the period. Dilutive potential shares of common stock represent outstanding stock options. The dilutive effect of stock options and restricted stock is applicable only in periods of net income. | The components of basic and diluted earnings per share of common stock, in aggregate, for the fiscal years ended March 29, 2014, March 30, 2013, Successor Period and the Predecessor Period are as follows (in thousands, except per share amounts): | |||||||||||||||||||||||||||
As discussed in Note 6, “Stock-Based Compensation”, holders of vested stock options received a cash payment of $1.4 million, which the Company deducted from net income for purposes of the earnings per share calculation to determine the net income available for common shareholders. This resulted in net income available for common stockholders of $9.7 million for purposes of the earnings per share calculation for the thirty-nine weeks ended December 27, 2014. | ||||||||||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
The components of basic and diluted loss per share of common stock, in aggregate, for the thirteen and thirty-nine weeks ended December 27, 2014 and December 28, 2013 are as follows (in thousands, except per share amounts): | Fiscal year ended | |||||||||||||||||||||||||||
March 29, | March 30, | (Successor) | (Predecessor) | |||||||||||||||||||||||||
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | 2014 | 2013 | December 12, 2011 | April 3, 2011 to | |||||||||||||||||||||||
December 27, | December 28, | December 27, | December 28, | to March 31, 2012 | December 11, 2011 | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | | | | | | | | | | | | | | | |||||||||||
Net income (loss) attributed to Boot Barn Holdings, Inc. | $ | 5,377 | $ | 646 | $ | (4,371 | ) | $ | (660 | ) | ||||||||||||||||||
Net income attributed to Boot Barn Holdings, Inc. | $ | 8,763 | $ | 6,339 | $ | 11,116 | $ | 3,579 | | | | | | | | | | | | | | | ||||||
Less: Cash payment to holders of vested options | $ | — | $ | — | $ | (1,443 | ) | $ | — | Weighted average basic shares outstanding | 18,929 | 18,757 | 18,633 | 173 | ||||||||||||||
Net income available for common stockholders | $ | 8,763 | $ | 6,339 | $ | 9,673 | $ | 3,579 | Dilutive effect of stock options | 246 | — | — | — | |||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
Weighted average basic shares outstanding | 23,704 | 18,929 | 20,928 | 18,929 | Weighted average diluted shares outstanding | 19,175 | 18,757 | 18,633 | 173 | |||||||||||||||||||
Dilutive effect of stock options | 852 | 503 | 671 | 344 | | | | | | | | | | | | | | | ||||||||||
Weighted average diluted shares outstanding | 24,556 | 19,432 | 21,599 | 19,273 | Basic earnings (loss) per share | $ | 0.28 | $ | 0.03 | $ | (0.23 | ) | $ | (3.82 | ) | |||||||||||||
Basic earnings per share | $ | 0.37 | $ | 0.33 | $ | 0.46 | $ | 0.19 | Diluted earnings (loss) per share | $ | 0.28 | $ | 0.03 | $ | (0.23 | ) | $ | (3.82 | ) | |||||||||
Diluted earnings per share | $ | 0.36 | $ | 0.33 | $ | 0.45 | $ | 0.19 | | | | | | | | | | | | | | | ||||||
Awards to purchase approximately 1,059,850 and 2,202,500 shares of common stock during the fiscal years ended March 29, 2014 and March 30, 2013 were outstanding, but were not included in the computation of weighted average diluted common shares amounts as the effect of doing so would have been anti-dilutive. | ||||||||||||||||||||||||||||
Options to purchase 237,150 shares and 478,692 shares of common stock were outstanding during the thirteen and thirty-nine weeks ended December 27, 2014, respectively, but were not included in the computation of weighted average diluted common shares outstanding as the effect of doing so would have been anti-dilutive. Options to purchase 611,440 shares and 1,249,380 shares of common stock were outstanding during the thirteen and thirty-nine weeks ended December 28, 2013, respectively, but were not included in the computation of weighted average diluted common shares outstanding as the effect of doing so would have been anti-dilutive. | Because the Company incurred net losses in the Successor Period, and the Predecessor Period, the potential dilutive effect of the Company's outstanding stock options was not included in the computation of diluted loss per share because these securities were anti-dilutive. | |||||||||||||||||||||||||||
Recovered_Sheet9
Summary of Significant Accounting Policies (Policies) | 9 Months Ended | 12 Months Ended | ||||
Dec. 27, 2014 | Mar. 29, 2014 | |||||
Summary of Significant Accounting Policies | ||||||
Comprehensive Income | Comprehensive Income | Comprehensive income (loss) | ||||
The Company does not have any components of other comprehensive income (loss) recorded within its consolidated financial statements and, therefore, does not separately present a statement of comprehensive income (loss) in its consolidated financial statements. | ||||||
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 | 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 has a single operating and reportable segment, which includes net sales generated from its retail stores and e-commerce website. All of the Company's identifiable assets are in the U.S. | ||||||
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 operates in a single operating segment, which includes net sales generated from its retail stores and e-commerce website. All of the Company’s identifiable assets are in the U.S. | ||||||
Use of Estimates | 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. | ||||||
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. As of December 27, 2014, the Company had identified no indicators of impairment with respect to its goodwill, intangible and long-lived asset balances. To the extent actual results differ from those estimates, the Company’s future results of operations may be affected. The Company performs its annual goodwill impairment test on the first day of the fourth fiscal quarter, or more frequently if it believes that indicators of impairment exist. | ||||||
Fair Value of Certain Financial Assets and Liabilities | 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. | ||||||
The Company follows Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“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 at 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 1 uses unadjusted quoted prices that are available in active markets for identical assets or liabilities. | • | 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 its Level 3 liability includes contingent consideration. | |||
Cash and cash equivalents, accounts receivable and accounts payable are valued at fair value and 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 approximate their current fair values because of their nature and respective relatively short maturity dates or duration. | ||||||
· | 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. | 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 financial assets or liabilities requiring fair value measurements as of March 29, 2014 on a recurring basis. | ||||
· | 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. | |||||
Cash and cash equivalents, accounts receivable and accounts payable are valued at fair value and 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 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 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 as of December 27, 2014 on a recurring basis. | ||||||
Recent Accounting Pronouncements | Recent Accounting Pronouncements | Recent accounting pronouncements | ||||
In July 2013, the FASB issued Accounting Standards Update ("ASU") No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force). The amendments in this ASU provide guidance on the financial statements presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. An unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward with certain exceptions, in which case such an unrecognized tax benefit should be presented in the financial statements as a liability. The amendments in this ASU do not require new recurring disclosures. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Companies may choose to apply this guidance retrospectively to each prior reporting period presented. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements. | ||||||
In July 2013, the FASB issued Accounting Standards Update (“ASU”) No. 2013-11, “Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit when a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists (a consensus of the FASB Emerging Issues Task Force)”. The amendments in this ASU provide guidance on the financial statement presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carryforward exists. An unrecognized tax benefit should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss or a tax credit carryforward with certain exceptions, in which case such an unrecognized tax benefit should be presented in the financial statements as a liability. The amendments in this ASU do not require new recurring disclosures. The amendments in this ASU are effective for fiscal years, and interim periods within those years, beginning after December 15, 2013. Companies may choose to apply this guidance retrospectively to each prior reporting period presented. The Company adopted this ASU on March 30, 2014, and the adoption of this guidance did not have a material impact on its consolidated financial statements. | In May 2014, the FASB and the International Accounting Standard Board ("IASB") jointly issued a new revenue recognition standard that will supersede nearly all existing revenue recognition guidance under GAAP. The revenue recognition standard will allow 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 is effective for public entities for annual and interim periods beginning after December 15, 2016. Early adoption is not permitted under GAAP. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements. | |||||
In April 2014, the FASB issued ASU No. 2014-08, “Presentation of Financial Statements and Property, Plant, and Equipment “ and “Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity”. The ASU amendment changes the requirements for reporting discontinued operations in Subtopic 205-20. The amendment is effective on a prospective basis for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2014. Early adoption is permitted for disposals that have not been reported in financial statements previously issued. Based on the Company’s evaluation of the ASU, its adoption of this update is not expected to have a material impact on the Company’s financial position or results of operation. | ||||||
In May 2014, the FASB issued ASU No. 2014-09, “Revenue From Contracts with Customers”. The ASU amended revenue recognition guidance to clarify the principles for recognizing revenue from contracts with customers. The new standard is based on principles that govern the recognition of revenue at an amount an entity expects to be entitled to when products are transferred to customers. The Company is required to adopt this new standard for annual and interim periods beginning after December 15, 2016. Early adoption is not permitted. The new revenue accounting standard may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of adoption. The Company is currently evaluating the impact that the adoption of this guidance will have on its consolidated financial statements. | ||||||
In August 2014, the FASB issued an amendment to the accounting guidance related to the evaluation of an entity’s ability to continue as a going concern. The amendment establishes management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern in connection with preparing financial statements for each annual and interim reporting period. The update also gives guidance to determine whether to disclose information about relevant conditions and events when there is substantial doubt about an entity’s ability to continue as a going concern. This guidance will be effective for the Company as of December 15, 2016. The new guidance is not expected to have an impact on our financial position, results of operations, or cash flows. | ||||||
Recovered_Sheet10
Business Combinations (Tables) | 9 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 27, 2014 | Mar. 29, 2014 | ||||||||||||||||||
Business Combinations | |||||||||||||||||||
Schedule of estimated fair values of the assets acquired and liabilities assumed | |||||||||||||||||||
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 (in thousands): | |||||||||||||||||||
At May 25, 2013 | |||||||||||||||||||
(Level 3) | |||||||||||||||||||
Assets acquired: | |||||||||||||||||||
Cash and cash equivalents | $ | 1,935 | |||||||||||||||||
Current assets | 22,083 | ||||||||||||||||||
Property and equipment, net | 5,850 | ||||||||||||||||||
Intangible assets acquired | 5,006 | ||||||||||||||||||
Goodwill | 15,064 | ||||||||||||||||||
Other assets | 109 | ||||||||||||||||||
Total assets acquired | 50,047 | ||||||||||||||||||
Liabilities assumed: | |||||||||||||||||||
Other current liabilities | 12,119 | ||||||||||||||||||
Line of credit - current | 10,259 | ||||||||||||||||||
Notes payable - current | 9,819 | ||||||||||||||||||
Contingent consideration | 1,740 | ||||||||||||||||||
Above-market leases | 83 | ||||||||||||||||||
Capital lease obligation | 138 | ||||||||||||||||||
Total liabilities assumed | 34,158 | ||||||||||||||||||
Total purchase price | $ | 15,889 | |||||||||||||||||
Schedule of proforma results of operations | |||||||||||||||||||
As adjusted net sales (Unaudited) | |||||||||||||||||||
| | | | | | | | | | | | | | ||||||
(in thousands) | Thirty-Nine Weeks Ended | As adjusted net sales—unaudited | March 29, | March 30, | (Successor) | (Predecessor) | |||||||||||||
December 28, 2013 | (in thousands) | 2014 | 2013 | December 12, 2011 | April 3, 2011 to | ||||||||||||||
to March 31, 2012 | December 12, 2011 | ||||||||||||||||||
Net sales (as reported) | $ | 257,382 | | | | | | | | | | | | | | | |||
Baskins | 8,290 | Net sales (as reported) | $ | 345,868 | $ | 233,203 | $ | 58,267 | $ | 110,429 | |||||||||
As adjusted net sales | $ | 265,672 | Baskins | 8,290 | 58,058 | 18,169 | 29,118 | ||||||||||||
RCC | — | 21,503 | 16,595 | 31,246 | |||||||||||||||
As adjusted net income (Unaudited) | Boot Barn Holding Corporation | — | — | — | — | ||||||||||||||
| | | | | | | | | | | | | | ||||||
(in thousands) | Thirty-Nine weeks ended | As adjusted net sales | $ | 354,158 | $ | 312,764 | $ | 93,031 | $ | 170,793 | |||||||||
December 28, 2013 | | | | | | | | | | | | | | | |||||
Net income (as reported) | $ | 3,768 | |||||||||||||||||
Baskins | 831 | ||||||||||||||||||
RCC | (821 | ) | | | | | | | | | | | | | | | |||
Boot Barn Holding Corporation | 2,593 | As adjusted net income (loss)— | March 29, | March 30, | (Successor) | (Predecessor) | |||||||||||||
As adjusted net income | $ | 6,371 | unaudited | 2014 | 2013 | December 12, 2011 | April 3, 2011 to | ||||||||||||
(in thousands) | to March 31, 2012 | December 12, 2011 | |||||||||||||||||
| | | | | | | | | | | | | | ||||||
Net income (loss) (as reported) | $ | 5,660 | $ | 680 | $ | (4,601 | ) | $ | (660 | ) | |||||||||
Baskins | 580 | 396 | 468 | (3,831 | ) | ||||||||||||||
RCC | (1,100 | ) | 2,818 | 413 | (7,108 | ) | |||||||||||||
Boot Barn Holding Corporation | 3,183 | 4,487 | 8,125 | (15,794 | ) | ||||||||||||||
| | | | | | | | | | | | | | ||||||
As adjusted net income (loss) | $ | 8,323 | $ | 8,381 | $ | 4,405 | $ | (27,393 | ) | ||||||||||
| | | | | | | | | | | | | | ||||||
Recovered_Sheet11
Intangible Assets, Net (Tables) | 9 Months Ended | 12 Months Ended | |||||||||||||||||||||||
Dec. 27, 2014 | Mar. 29, 2014 | ||||||||||||||||||||||||
Intangible Assets, Net | |||||||||||||||||||||||||
Schedule of net intangible assets | Net intangible assets as of December 27, 2014 and March 29, 2014 consisted of the following (in thousands): | Net intangible assets consisted of the following (in thousands): | |||||||||||||||||||||||
December 27, 2014 | |||||||||||||||||||||||||
Gross | Accumulated | Net | | | | | | | | | | | | | | | |||||||||
Carrying | Amortization | March 29, 2014 | |||||||||||||||||||||||
Amount | Gross | Accumulated | Net | Weighted | |||||||||||||||||||||
carrying | amortization | average | |||||||||||||||||||||||
Trademarks | $ | 2,490 | $ | (2,490 | ) | $ | — | amount | useful life | ||||||||||||||||
Customer list | 7,300 | (4,038 | ) | 3,262 | | | | | | | | | | | | | | | |||||||
Non-compete agreements | 1,380 | (723 | ) | 657 | Intangible assets | ||||||||||||||||||||
Below-market leases | 5,318 | (1,576 | ) | 3,742 | Trademarks | $ | 2,490 | $ | (2,490 | ) | $ | — | 0.9 | ||||||||||||
Total definite lived | 16,488 | (8,827 | ) | 7,661 | Customer list | 7,300 | (2,732 | ) | 4,568 | 5 | |||||||||||||||
Trademarks-indefinite lived | 50,100 | — | 50,100 | Non-compete agreements | 1,380 | (500 | ) | 880 | 4.7 | ||||||||||||||||
Total intangible assets | $ | 66,588 | $ | (8,827 | ) | $ | 57,761 | Below-market leases | 5,318 | (1,143 | ) | 4,175 | 10.4 | ||||||||||||
| | | | | | | | | | | | | | ||||||||||||
March 29, 2014 | Total definite lived | 16,488 | (6,865 | ) | 9,623 | ||||||||||||||||||||
Gross | Accumulated | Net | Trademarks—indefinite lived | 50,100 | — | 50,100 | |||||||||||||||||||
Carrying | Amortization | | | | | | | | | | | | | | | ||||||||||
Amount | Total intangible assets | $ | 66,588 | $ | (6,865 | ) | $ | 59,723 | |||||||||||||||||
| | | | | | | | | | | | | | ||||||||||||
Trademarks | $ | 2,490 | $ | (2,490 | ) | $ | — | ||||||||||||||||||
Customer list | 7,300 | (2,732 | ) | 4,568 | |||||||||||||||||||||
Non-compete agreements | 1,380 | (500 | ) | 880 | | | | | | | | | | | | | | | |||||||
Below-market leases | 5,318 | (1,143 | ) | 4,175 | |||||||||||||||||||||
Total definite lived | 16,488 | (6,865 | ) | 9,623 | March 30, 2013 | ||||||||||||||||||||
Trademarks-indefinite lived | 50,100 | — | 50,100 | Gross | Accumulated | Net | Weighted | ||||||||||||||||||
Total intangible assets | $ | 66,588 | $ | (6,865 | ) | $ | 59,723 | carrying | amortization | average | |||||||||||||||
amount | useful life | ||||||||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||||
Intangible assets | |||||||||||||||||||||||||
Trademarks | $ | 1,550 | $ | (1,338 | ) | $ | 212 | 1.1 | |||||||||||||||||
Customer list | 6,700 | (1,292 | ) | 5,408 | 5 | ||||||||||||||||||||
Non-compete agreements | 1,200 | (211 | ) | 989 | 4.9 | ||||||||||||||||||||
Below-market leases | 2,032 | (524 | ) | 1,508 | 6.7 | ||||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||||
Total definite lived | 11,482 | (3,365 | ) | 8,117 | |||||||||||||||||||||
Trademarks—indefinite lived | 49,900 | — | 49,900 | ||||||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||||
Total intangible assets | $ | 61,382 | $ | (3,365 | ) | $ | 58,017 | ||||||||||||||||||
| | | | | | | | | | | | | | ||||||||||||
Schedule of estimated future amortization of intangible assets | As of March 29, 2014, estimated future amortization of intangible assets was as follows (in thousands): | ||||||||||||||||||||||||
As of December 27, 2014, estimated future amortization of intangible assets was as follows (in thousands): | |||||||||||||||||||||||||
Fiscal year | | | | | | ||||||||||||||||||||
Fiscal year | |||||||||||||||||||||||||
2015 | $ | 631 | | | | | | ||||||||||||||||||
2016 | 2,324 | 2015 | $ | 2,308 | |||||||||||||||||||||
2017 | 1,772 | 2016 | 2,225 | ||||||||||||||||||||||
2018 | 777 | 2017 | 1,993 | ||||||||||||||||||||||
2019 | 438 | 2018 | 947 | ||||||||||||||||||||||
Thereafter | 1,719 | 2019 | 500 | ||||||||||||||||||||||
Total | $ | 7,661 | Thereafter | 1,650 | |||||||||||||||||||||
| | | | | |||||||||||||||||||||
Total | $ | 9,623 | |||||||||||||||||||||||
| | | | | |||||||||||||||||||||
Recovered_Sheet12
Revolving Credit Facilities and Long-Term Debt (Tables) | 9 Months Ended | 12 Months Ended | ||||||||
Dec. 27, 2014 | Mar. 29, 2014 | |||||||||
Revolving Credit Facilities and Long-Term Debt | ||||||||||
Schedule of aggregate contractual maturities for the Company's line of credit and long-term debt | Aggregate contractual maturities for the Company's line of credit and long-term debt as of March 29, 2014 are as follows (in thousands): | |||||||||
Aggregate contractual maturities for the Company’s line of credit and long-term debt as of December 27, 2014 | ||||||||||
are as follows (in thousands): | ||||||||||
| | | | | ||||||
Fiscal year | Fiscal year | |||||||||
| | | | | ||||||
2015 | $ | 120 | 2015 | $ | 1,000 | |||||
2016 | 480 | 2016 | 1,000 | |||||||
2017 | 480 | 2017 | 1,000 | |||||||
2018 | 480 | 2018 | 1,000 | |||||||
2019 | 32,523 | 2019 | 29,624 | |||||||
Thereafter | 45,408 | Thereafter | 94,500 | |||||||
Total | $ | 79,491 | | | | | | |||
Total | $ | 128,124 | ||||||||
| | | | | ||||||
Recovered_Sheet13
Stock-Based Compensation (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||
Dec. 27, 2014 | Mar. 29, 2014 | |||||||||||||||||||||||||
Schedule of assumptions used to determine fair value of stock options | ||||||||||||||||||||||||||
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | | | | | | | | ||||||||||||||||||
December 27, | December 28, | December 27, | December 28, | Fiscal year ended | ||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | March 29, | March 30, | March 31, | ||||||||||||||||||||
2014 | 2013 | 2012 | ||||||||||||||||||||||||
Expected option term(1) | 6.5 years | 6.5 years | 6.5 years | 6.5 years | | | | | | | | |||||||||||||||
Expected volatility factor(2) | 38.6% - 55.0% | 56.0% | 38.6% - 56.0% | 56.0% | Expected option term(1) | 6.5 years | 6.5 years | 6.5 years | ||||||||||||||||||
Risk-free interest rate(3) | 1.7% - 1.8% | 1.9% | 1.7% - 2.0% | 1.9% - 2.0% | Expected volatility factor(2) | 56% | 58% | 56% | ||||||||||||||||||
Expected annual dividend yield(4) | 0% | 0% | 0% | 0% | Risk-free interest rate(3) | 1.91% - 2.03% | 1.01% | 2.37% | ||||||||||||||||||
Expected annual dividend yield(4) | 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. | (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. | (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. | (3) The risk-free interest rate is determined using the rate on treasury securities with the same term as the expected life of the stock option as of the grant date. | ||||||||||||||||||||||||
-4 | The board of directors paid a dividend to stockholders in April 2014. The Company’s board of directors does not plan to pay cash dividends in the foreseeable future. Consequently, the Company used an expected dividend yield of zero. | (4) The board of directors paid a dividend to stockholders in April 2014 (See Note 16 "Subsequent events"). The Company's board of directors does not plan to pay cash dividends in the foreseeable future. Consequently, we used an expected dividend yield of zero. | ||||||||||||||||||||||||
Schedule of stock award activity | The following table summarizes the stock award activity for the fiscal year ended March 29, 2014 (aggregate intrinsic value in thousands): | |||||||||||||||||||||||||
The following table summarizes the stock award activity for the thirty-nine weeks ended December 27, 2014 (aggregate intrinsic value in thousands): | ||||||||||||||||||||||||||
Grant Date | Weighted | | | | | | | | | | | | | | | |||||||||||
Weighted- | Average | Stock | Grant date | Weighted | Aggregate | |||||||||||||||||||||
Average | Remaining | Aggregate | options | weighted | average | intrinsic | ||||||||||||||||||||
Stock | Exercise | Contractual | Intrinsic | average | remaining | value | ||||||||||||||||||||
Options | Price(1) | Life (in Years) | Value | exercise price | contractual | |||||||||||||||||||||
life (in years) | ||||||||||||||||||||||||||
Outstanding at March 29, 2014 | 2,515,000 | $ | 5.97 | | | | | | | | | | | | | | | |||||||||
Granted | 362,150 | $ | 12.21 | Outstanding at March 30, 2013 | 2,202,500 | $ | 7.09 | |||||||||||||||||||
Cancelled, forfetied or expired | — | $ | — | Granted | 312,500 | $ | 9.53 | |||||||||||||||||||
Outstanding at December 27, 2014 | 2,877,150 | $ | 6.76 | 7.7 | $ | 33,556 | Canceled, forfeited or expired | — | $ | — | ||||||||||||||||
Vested and expected to vest at December 27, 2014 | 2,877,150 | $ | 6.76 | 7.7 | $ | 33,556 | | | | | | | | | | | | | | | ||||||
Exerciseable at December 27, 2014 | 962,850 | $ | 6.61 | 7.4 | $ | 11,372 | Outstanding at March 29, 2014 | 2,515,000 | $ | 7.40 | 8.3 | $ | 10,072 | |||||||||||||
| | | | | | | | | | | | | | |||||||||||||
Vested and expected to vest at March 29, 2014 | 2,515,000 | $ | 7.40 | 8.3 | $ | 10,072 | ||||||||||||||||||||
-1 | The grant date weighted-average exercise price reflects the reduction of the exercise price by $2.00 per share for the 1,918,550 unvested options that were part of the April 2014 dividend discussed above. | | | | | | | | | | | | | | | |||||||||||
Exerciseable at March 29, 2014 | 721,450 | $ | 6.45 | 7.9 | $ | 3,570 | ||||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||
Schedule of non-vested stock options | ||||||||||||||||||||||||||
Weighted- | ||||||||||||||||||||||||||
Average | | | | | | | | | ||||||||||||||||||
Grant Date | Shares | Weighted- | ||||||||||||||||||||||||
Shares | Fair Value | average | ||||||||||||||||||||||||
grant date | ||||||||||||||||||||||||||
Nonvested at March 29, 2014 | 1,793,550 | $ | 3.55 | fair value | ||||||||||||||||||||||
Granted | 362,150 | $ | 6.55 | | | | | | | | | |||||||||||||||
Vested | (241,400 | ) | $ | 4.63 | Nonvested at March 30, 2013 | 1,915,125 | $ | 1.56 | ||||||||||||||||||
Nonvested shares forfeited | — | $ | — | Granted | 312,500 | $ | 6.82 | |||||||||||||||||||
Nonvested at December 27, 2014 | 1,914,300 | $ | 3.98 | Vested | (434,075 | ) | $ | 2.73 | ||||||||||||||||||
Nonvested shares forfeited | — | $ | — | |||||||||||||||||||||||
| | | | | | | | |||||||||||||||||||
Nonvested at March 29, 2014 | 1,793,550 | $ | 3.55 | |||||||||||||||||||||||
| | | | | | | | |||||||||||||||||||
CEO | ||||||||||||||||||||||||||
Schedule of assumptions used to determine fair value of stock options | ||||||||||||||||||||||||||
The following significant assumptions were used as of October 29, 2014: | ||||||||||||||||||||||||||
Stock price | $ | 16.00 | ||||||||||||||||||||||||
Exercise price | $ | 16.00 | ||||||||||||||||||||||||
Expected option term | 6.0 years | |||||||||||||||||||||||||
Expected volatility | 55.0 | % | ||||||||||||||||||||||||
Risk-free interest rate | 1.8 | % | ||||||||||||||||||||||||
Expected annual dividend yield | 0 | % | ||||||||||||||||||||||||
Recovered_Sheet14
Earnings Per Share (Tables) | 9 Months Ended | 12 Months Ended | ||||||||||||||||||||||||||
Dec. 27, 2014 | Mar. 29, 2014 | |||||||||||||||||||||||||||
Earnings Per Share | ||||||||||||||||||||||||||||
Schedule of the components of basic and diluted earnings per share of common stock | The components of basic and diluted loss per share of common stock, in aggregate, for the thirteen and thirty-nine weeks ended December 27, 2014 and December 28, 2013 are as follows (in thousands, except per share amounts): | The components of basic and diluted earnings per share of common stock, in aggregate, for the fiscal years ended March 29, 2014, March 30, 2013, Successor Period and the Predecessor Period are as follows (in thousands, except per share amounts): | ||||||||||||||||||||||||||
Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||||||||||||||||||||||||||
December 27, | December 28, | December 27, | December 28, | | | | | | | | | | | | | | | |||||||||||
2014 | 2013 | 2014 | 2013 | Fiscal year ended | ||||||||||||||||||||||||
March 29, | March 30, | (Successor) | (Predecessor) | |||||||||||||||||||||||||
Net income attributed to Boot Barn Holdings, Inc. | $ | 8,763 | $ | 6,339 | $ | 11,116 | $ | 3,579 | 2014 | 2013 | December 12, 2011 | April 3, 2011 to | ||||||||||||||||
Less: Cash payment to holders of vested options | $ | — | $ | — | $ | (1,443 | ) | $ | — | to March 31, 2012 | December 11, 2011 | |||||||||||||||||
Net income available for common stockholders | $ | 8,763 | $ | 6,339 | $ | 9,673 | $ | 3,579 | | | | | | | | | | | | | | | ||||||
Net income (loss) attributed to Boot Barn Holdings, Inc. | $ | 5,377 | $ | 646 | $ | (4,371 | ) | $ | (660 | ) | ||||||||||||||||||
Weighted average basic shares outstanding | 23,704 | 18,929 | 20,928 | 18,929 | | | | | | | | | | | | | | | ||||||||||
Dilutive effect of stock options | 852 | 503 | 671 | 344 | Weighted average basic shares outstanding | 18,929 | 18,757 | 18,633 | 173 | |||||||||||||||||||
Weighted average diluted shares outstanding | 24,556 | 19,432 | 21,599 | 19,273 | Dilutive effect of stock options | 246 | — | — | — | |||||||||||||||||||
Basic earnings per share | $ | 0.37 | $ | 0.33 | $ | 0.46 | $ | 0.19 | | | | | | | | | | | | | | | ||||||
Diluted earnings per share | $ | 0.36 | $ | 0.33 | $ | 0.45 | $ | 0.19 | Weighted average diluted shares outstanding | 19,175 | 18,757 | 18,633 | 173 | |||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
Basic earnings (loss) per share | $ | 0.28 | $ | 0.03 | $ | (0.23 | ) | $ | (3.82 | ) | ||||||||||||||||||
Diluted earnings (loss) per share | $ | 0.28 | $ | 0.03 | $ | (0.23 | ) | $ | (3.82 | ) | ||||||||||||||||||
| | | | | | | | | | | | | | |||||||||||||||
Description_of_the_Company_and1
Description of the Company and Basis of Presentation (Details) (USD $) | 0 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | |||||
Oct. 19, 2014 | Dec. 27, 2014 | Mar. 28, 2015 | Mar. 29, 2014 | Mar. 30, 2013 | Oct. 31, 2014 | Oct. 29, 2014 | Jun. 09, 2014 | Jun. 08, 2014 | |
Vote | store | state | |||||||
store | state | store | |||||||
state | Vote | ||||||||
Fiscal Year | |||||||||
Fiscal year period | 364 days | 364 days | 364 days | ||||||
Fiscal quarter period, except for a 53-week fiscal year | 91 days | ||||||||
Fiscal quarter period, for a 53-week fiscal year | 98 days | ||||||||
Business Operations | |||||||||
Number of shares authorized | 100,000,000 | 100,000,000 | 100,000,000 | 100,000,000 | |||||
Number of shares issued | 25,709,194 | 18,929,350 | 18,929,350 | ||||||
Number of shares outstanding | 25,709,194 | 18,929,350 | 18,929,350 | ||||||
Number of votes per common share | 1 | 1 | |||||||
Percentage of the entity's shares owned by minority stockholders of the Predecessor | 5.00% | ||||||||
Non-controlling interest | $0 | $4,087,000 | $3,804,000 | ||||||
Number of stores | 166 | 152 | 117 | ||||||
Number of states in which the Company operates | 26 | 23 | 21 | ||||||
Number of stores operated under other name | 2 | 2 | |||||||
Common Stock, par value (in dollars per share) | $0.00 | $0.00 | $0.00 | $0.00 | |||||
Preferred Stock, shares authorized (in shares) | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000 | |||||
Preferred Stock, par value (in dollars per share) | $0.00 | $0.00 | $0.00 | $0.00 | |||||
Stock split, conversion ratio | 0.04 | ||||||||
Net proceeds from initial public offering | 82,224,000 | ||||||||
IPO and over-allotments | |||||||||
Business Operations | |||||||||
Shares issued (in shares) | 5,750,000 | ||||||||
Share Price | $16 | ||||||||
IPO | |||||||||
Business Operations | |||||||||
Shares issued (in shares) | 5,000,000 | ||||||||
Net proceeds from initial public offering | 82,200,000 | ||||||||
Underwriting discount | 6,400,000 | ||||||||
Related fees and expenses | $3,300,000 | ||||||||
Over-allotments | |||||||||
Business Operations | |||||||||
Shares issued (in shares) | 750,000 | ||||||||
WW Holding Corporation | Boot Barn Holding Corporation | |||||||||
Business Operations | |||||||||
Ownership percentage (as a percent) | 95.00% | ||||||||
Boot Barn Holding Corporation | |||||||||
Business Operations | |||||||||
Number of shares issued | 1,000,000 | ||||||||
Ownership percentage of noncontrolling shareholders (as a percent) | 5.00% | 5.00% |
Recovered_Sheet15
Summary of Significant Accounting Policies (Details) (USD $) | Dec. 27, 2014 | Mar. 29, 2014 |
In Thousands, unless otherwise specified | item | |
Use of Estimates | ||
Number of indicators of impairment for goodwill, intangible, and long-lived assets | 0 | |
Fair Value of Certain Financial Assets and Liabilities | ||
Financial assets requiring fair value measurements on a recurring basis | $0 | $0 |
Financial liabilities requiring fair value measurements on a recurring basis | $0 | $0 |
Recovered_Sheet16
Business Combinations (Details) (USD $) | 3 Months Ended | 7 Months Ended | 9 Months Ended | 10 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | |||||
Dec. 27, 2014 | Dec. 28, 2013 | Dec. 28, 2013 | Dec. 27, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Mar. 29, 2014 | Mar. 30, 2013 | 25-May-13 | Mar. 29, 2014 | Mar. 31, 2012 | Nov. 30, 2014 | |
store | store | store | store | store | claim | |||||||
Business combinations | ||||||||||||
Number of stores | 166 | 166 | 152 | 152 | 117 | 152 | ||||||
Consideration transferred | ||||||||||||
Cash placed in escrow | $1,700,000 | |||||||||||
Acquisition-related costs | 671,000 | 671,000 | 1,138,000 | |||||||||
Additional information | ||||||||||||
Revaluation of contingent consideration | 28,299,000 | 26,604,000 | 73,167,000 | 69,310,000 | 91,998,000 | 62,609,000 | ||||||
Assets acquired: | ||||||||||||
Goodwill | 93,097,000 | 93,097,000 | 93,097,000 | 93,097,000 | 78,033,000 | 93,097,000 | 46,930,000 | |||||
Proforma information | ||||||||||||
Net revenue | 41,900,000 | 63,400,000 | ||||||||||
Net income | 3,300,000 | 100,000 | ||||||||||
Net sales (as reported) | 130,523,000 | 115,438,000 | 299,404,000 | 257,382,000 | 345,868,000 | 233,203,000 | ||||||
As adjusted net sales | 265,672,000 | 354,158,000 | 312,764,000 | |||||||||
Net income | 8,763,000 | 6,673,000 | 11,120,000 | 3,768,000 | 5,660,000 | 680,000 | ||||||
As adjusted net income | 6,371,000 | 8,323,000 | 8,381,000 | |||||||||
RCC | ||||||||||||
Proforma information | ||||||||||||
As adjusted net income | -821,000 | |||||||||||
Boot Barn Holding Corporation | ||||||||||||
Proforma information | ||||||||||||
As adjusted net income | 2,593,000 | |||||||||||
Trademarks | ||||||||||||
Liabilities assumed: | ||||||||||||
Useful life | 6 months | 1 year 1 month 6 days | ||||||||||
Non-compete agreements | ||||||||||||
Liabilities assumed: | ||||||||||||
Useful life | 4 years 8 months 12 days | 4 years 10 months 24 days | ||||||||||
Non-compete agreements | Minimum | ||||||||||||
Liabilities assumed: | ||||||||||||
Useful life | 4 years | |||||||||||
Non-compete agreements | Maximum | ||||||||||||
Liabilities assumed: | ||||||||||||
Useful life | 5 years | |||||||||||
Customer list | ||||||||||||
Liabilities assumed: | ||||||||||||
Useful life | 5 years | 5 years | ||||||||||
Below-market leases | ||||||||||||
Liabilities assumed: | ||||||||||||
Useful life | 10 years 4 months 24 days | 6 years 8 months 12 days | ||||||||||
Below-market leases | Minimum | ||||||||||||
Liabilities assumed: | ||||||||||||
Useful life | 2 years | |||||||||||
Below-market leases | Maximum | ||||||||||||
Liabilities assumed: | ||||||||||||
Useful life | 17 years | |||||||||||
Baskins | ||||||||||||
Business combinations | ||||||||||||
Interest acquired | 100.00% | |||||||||||
Number of stores | 30 | |||||||||||
Consideration transferred | ||||||||||||
Fair value of consideration transferred | 37,700,000 | |||||||||||
Cash transferred | 36,000,000 | |||||||||||
Cash paid to acquiree members | 13,700,000 | |||||||||||
Cash placed in escrow | 2,200,000 | |||||||||||
Repayment of acquiree debt | 20,100,000 | |||||||||||
Acquisition-related costs | 700,000 | 700,000 | ||||||||||
Number of claims against escrow account | 0 | |||||||||||
Additional information | ||||||||||||
Contingent consideration achievement term | 12 months | |||||||||||
Number of new stores | 3 | |||||||||||
Maximum cash payment if milestones are achieved | 2,100,000 | |||||||||||
Actual cash payment due to achievement of milestones | 2,100,000 | |||||||||||
Revaluation of contingent consideration | 400,000 | 400,000 | ||||||||||
Assets acquired: | ||||||||||||
Cash and cash equivalents | 1,935,000 | |||||||||||
Current assets | 22,083,000 | |||||||||||
Property and equipment, net | 5,850,000 | |||||||||||
Intangible assets acquired | 5,006,000 | |||||||||||
Goodwill | 15,064,000 | 15,064,000 | 15,064,000 | 15,064,000 | ||||||||
Other assets | 109,000 | |||||||||||
Total assets acquired | 50,047,000 | |||||||||||
Liabilities assumed: | ||||||||||||
Other current liabilities | 12,119,000 | |||||||||||
Line of credit - current | 10,259,000 | |||||||||||
Notes payable - current | 9,819,000 | |||||||||||
Contingent consideration | 1,740,000 | |||||||||||
Above-market leases | 83,000 | |||||||||||
Capital lease obligation | 138,000 | |||||||||||
Total liabilities assumed | 34,158,000 | |||||||||||
Total purchase price | 15,889,000 | |||||||||||
Proforma information | ||||||||||||
As adjusted net sales | 8,290,000 | 8,290,000 | 58,058,000 | |||||||||
As adjusted net income | $831,000 | $580,000 | $396,000 | |||||||||
Baskins | Trademarks | ||||||||||||
Liabilities assumed: | ||||||||||||
Useful life | 6 months | |||||||||||
Baskins | Non-compete agreements | ||||||||||||
Liabilities assumed: | ||||||||||||
Useful life | 4 years | |||||||||||
Baskins | Non-compete agreements | Minimum | ||||||||||||
Liabilities assumed: | ||||||||||||
Useful life | 4 years | |||||||||||
Baskins | Non-compete agreements | Maximum | ||||||||||||
Liabilities assumed: | ||||||||||||
Useful life | 5 years | |||||||||||
Baskins | Customer list | ||||||||||||
Liabilities assumed: | ||||||||||||
Useful life | 5 years | |||||||||||
Baskins | Below-market leases | Minimum | ||||||||||||
Liabilities assumed: | ||||||||||||
Useful life | 2 years | |||||||||||
Baskins | Below-market leases | Maximum | ||||||||||||
Liabilities assumed: | ||||||||||||
Useful life | 17 years |
Recovered_Sheet17
Intangible Assets, Net (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 27, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Mar. 30, 2013 |
Intangible assets, net | ||||||
Gross carrying amount | $16,488 | $16,488 | $16,488 | $11,482 | ||
Accumulated amortization | -8,827 | -8,827 | -6,865 | -3,365 | ||
Net | 7,661 | 7,661 | 9,623 | 8,117 | ||
Gross carrying amount | 66,588 | 66,588 | 66,588 | 61,382 | ||
Intangible assets, net | 57,761 | 57,761 | 59,723 | 58,017 | ||
Amortization expense | 600 | 1,000 | 1,962 | 2,903 | 3,501 | 2,926 |
Fiscal year maturity | ||||||
2015 | 631 | 631 | 2,308 | |||
2016 | 2,324 | 2,324 | 2,225 | |||
2017 | 1,772 | 1,772 | 1,993 | |||
2018 | 777 | 777 | 947 | |||
2019 | 438 | 438 | 500 | |||
Thereafter | 1,719 | 1,719 | 1,650 | |||
Total | 7,661 | 7,661 | 9,623 | |||
Trademarks | ||||||
Intangible assets, net | ||||||
Indefinite-lived intangible assets | 50,100 | 50,100 | 50,100 | 49,900 | ||
Trademarks | ||||||
Intangible assets, net | ||||||
Gross carrying amount | 2,490 | 2,490 | 2,490 | 1,550 | ||
Accumulated amortization | -2,490 | -2,490 | -2,490 | -1,338 | ||
Net | 212 | |||||
Customer list | ||||||
Intangible assets, net | ||||||
Gross carrying amount | 7,300 | 7,300 | 7,300 | 6,700 | ||
Accumulated amortization | -4,038 | -4,038 | -2,732 | -1,292 | ||
Net | 3,262 | 3,262 | 4,568 | 5,408 | ||
Non-compete agreements | ||||||
Intangible assets, net | ||||||
Gross carrying amount | 1,380 | 1,380 | 1,380 | 1,200 | ||
Accumulated amortization | -723 | -723 | -500 | -211 | ||
Net | 657 | 657 | 880 | 989 | ||
Below-market leases | ||||||
Intangible assets, net | ||||||
Below market lease, gross | 5,318 | 5,318 | 5,318 | 2,032 | ||
Below market lease, accumulated amortization | -1,576 | -1,576 | -1,143 | -524 | ||
Below market lease, net | $3,742 | $3,742 | $4,175 | $1,508 |
Recovered_Sheet18
Revolving Credit Facilities and Long-Term Debt (Details) (USD $) | 1 Months Ended | 9 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | ||||||||||
Apr. 30, 2014 | Dec. 27, 2014 | Dec. 27, 2014 | Mar. 29, 2014 | Nov. 05, 2014 | Nov. 04, 2014 | Oct. 01, 2012 | Aug. 31, 2012 | Mar. 30, 2013 | Apr. 15, 2014 | Apr. 14, 2014 | 31-May-13 | Dec. 11, 2011 | Apr. 13, 2014 | Sep. 23, 2013 | |
Revolving credit facilities and long-term debt | |||||||||||||||
Outstanding balance of credit facilities | $32,043,000 | $32,043,000 | $28,624,000 | $18,910,000 | |||||||||||
Dividends paid | 41,300,000 | 41,300,000 | |||||||||||||
Revolving credit facility (PNC Bank, N.A.) | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Borrowing capacity | 35,000,000 | 70,000,000 | 60,000,000 | 60,000,000 | |||||||||||
Threshold percentage of the maximum borrowing capacity, at which different percentage points added to the variable rate or reference rate to compute the final interest rate on the debt instrument will apply | 60.00% | ||||||||||||||
Outstanding balance of credit facilities | 32,000,000 | 32,000,000 | 28,600,000 | ||||||||||||
Amount available to borrow | 38,000,000 | 38,000,000 | 2,800,000 | ||||||||||||
Interest Expense | 1,500,000 | 900,000 | |||||||||||||
Revolving credit facility (PNC Bank, N.A.) | Federal funds open rate | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Percentage points added to the reference rate to compute the variable rate | 0.50% | 0.50% | |||||||||||||
Revolving credit facility (PNC Bank, N.A.) | LIBOR rate | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Description of variable rate basis | one month LIBOR | ||||||||||||||
Percentage points added to the reference rate to compute the variable rate | 1.00% | ||||||||||||||
Revolving credit facility (PNC Bank, N.A.) | Eurodollar rate | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Description of variable rate basis | one, two, three or six months | ||||||||||||||
Revolving credit facility (PNC Bank, N.A.) | One-month LIBOR rate | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Description of variable rate basis | one month LIBOR | ||||||||||||||
Percentage points added to the reference rate to compute the variable rate | 1.00% | ||||||||||||||
Revolving credit facility (PNC Bank, N.A.) | Borrowings less than 60% of the maximum borrowing capacity | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Percentage added to the variable rate to compute the final interest rate | 0.75% | ||||||||||||||
Revolving credit facility (PNC Bank, N.A.) | Borrowings less than 60% of the maximum borrowing capacity | Highest of the bank's public lending rate or prime rate | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Percentage added to the variable rate to compute the final interest rate | 0.75% | ||||||||||||||
Revolving credit facility (PNC Bank, N.A.) | Borrowings less than 60% of the maximum borrowing capacity | LIBOR rate | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Percentage added to the variable rate to compute the final interest rate | 0.75% | ||||||||||||||
Revolving credit facility (PNC Bank, N.A.) | Borrowings less than 60% of the maximum borrowing capacity | Eurodollar rate | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Percentage points added to the reference rate to compute the variable rate | 0.75% | 0.75% | |||||||||||||
Revolving credit facility (PNC Bank, N.A.) | Borrowings greater than 60% of the maximum borrowing capacity | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Percentage added to the variable rate to compute the final interest rate | 1.00% | ||||||||||||||
Revolving credit facility (PNC Bank, N.A.) | Borrowings greater than 60% of the maximum borrowing capacity | Highest of the bank's public lending rate or prime rate | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Percentage added to the variable rate to compute the final interest rate | 1.00% | ||||||||||||||
Revolving credit facility (PNC Bank, N.A.) | Borrowings greater than 60% of the maximum borrowing capacity | LIBOR rate | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Percentage added to the variable rate to compute the final interest rate | 1.00% | ||||||||||||||
Revolving credit facility (PNC Bank, N.A.) | Borrowings greater than 60% of the maximum borrowing capacity | Eurodollar rate | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Percentage points added to the reference rate to compute the variable rate | 1.00% | 1.00% | |||||||||||||
Borrowings at interest rate one | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Outstanding balance of credit facilities | 30,000,000 | 30,000,000 | 25,000,000 | ||||||||||||
Line of credit interest rate (as a percent) | 1.91% | 1.91% | 1.91% | ||||||||||||
Borrowings at interest rate two | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Outstanding balance of credit facilities | 2,000,000 | 2,000,000 | 3,600,000 | ||||||||||||
Line of credit interest rate (as a percent) | 4.00% | 4.00% | 4.00% | ||||||||||||
Letter of Credit | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Current borrowing capacity | 5,000,000 | ||||||||||||||
Borrowing capacity | 10,000,000 | ||||||||||||||
$130 million term loan due May 2019 (Golub Capital LLC) | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Principal amount | 130,000,000 | 99,200,000 | 100,000,000 | ||||||||||||
Outstanding balance of loan | 47,400,000 | 47,400,000 | 99,500,000 | ||||||||||||
Periodic payment | 119,953 | 250,000 | |||||||||||||
Required payment frequency | quarterly | ||||||||||||||
LIBOR floor rate | 1.00% | 1.25% | |||||||||||||
Effective interest rate (as a percent) | 6.75% | 6.75% | 7.00% | ||||||||||||
Interest Expense | 6,000,000 | 1,400,000 | 5,900,000 | ||||||||||||
Percentage of excess cash flow receipts required to be used to make prepayments of outstanding loan | 50.00% | ||||||||||||||
Threshold amount of voluntary prepayments, above which early termination fees will apply | 10,000,000 | 10,000,000 | |||||||||||||
Number of events of default occurred | 0 | 0 | 0 | ||||||||||||
Interest rate (as a percent) | 6.75% | 7.00% | |||||||||||||
Repayments of loan | 81,900,000 | ||||||||||||||
$130 million term loan due May 2019 (Golub Capital LLC) | Interest expense | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Pre-payment penalty | 600,000 | ||||||||||||||
Amortization of deferred loan fees | 1,700,000 | ||||||||||||||
$130 million term loan due May 2019 (Golub Capital LLC) | Highest of the bank's public lending rate or prime rate | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Percentage added to the variable rate to compute the final interest rate | 4.75% | 4.75% | |||||||||||||
$130 million term loan due May 2019 (Golub Capital LLC) | Federal funds open rate | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Percentage added to the variable rate to compute the final interest rate | 4.75% | 4.75% | |||||||||||||
Percentage points added to the reference rate to compute the variable rate | 0.50% | 0.50% | |||||||||||||
$130 million term loan due May 2019 (Golub Capital LLC) | LIBOR rate | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Description of variable rate basis | one, two, three, six, or, if available to all lenders, nine or 12 months | one, two, three, six, or, if available to all lenders, nine or 12 months | |||||||||||||
Percentage added to the variable rate to compute the final interest rate | 5.75% | ||||||||||||||
Percentage points added to the reference rate to compute the variable rate | 5.75% | 1.25% | |||||||||||||
LIBOR floor rate | 1.00% | 1.25% | |||||||||||||
$130 million term loan due May 2019 (Golub Capital LLC) | One-month LIBOR rate | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Description of variable rate basis | one month LIBOR | one-month LIBOR | |||||||||||||
Percentage added to the variable rate to compute the final interest rate | 4.75% | 4.75% | |||||||||||||
Percentage points added to the reference rate to compute the variable rate | 1.00% | 1.00% | |||||||||||||
LIBOR floor rate | 1.25% | 1.25% | |||||||||||||
$20 million term loan (PNC Bank, N.A.) | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Principal amount | 20,000,000 | ||||||||||||||
Periodic payment | 166,667 | ||||||||||||||
Required payment frequency | monthly | ||||||||||||||
Interest rate (as a percent) | 7.50% | ||||||||||||||
Senior subordinated term loans (related party term loans) | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Principal amount | 25,000,000 | ||||||||||||||
Outstanding balance of loan | 50,500,000 | ||||||||||||||
Interest rate (as a percent) | 12.50% | ||||||||||||||
Additional borrowings | 25,500,000 | ||||||||||||||
Golub Loan and PNC Line of Credit | |||||||||||||||
Revolving credit facilities and long-term debt | |||||||||||||||
Deferred loan fees | 4,100,000 | 4,100,000 | 3,400,000 | ||||||||||||
Remaining balance of deferred loan fees | 1,400,000 | 1,400,000 | 2,900,000 | ||||||||||||
Contractual maturities | |||||||||||||||
2016 | 120,000 | 120,000 | 1,000,000 | ||||||||||||
2017 | 480,000 | 480,000 | 1,000,000 | ||||||||||||
2018 | 480,000 | 480,000 | 1,000,000 | ||||||||||||
2019 | 480,000 | 480,000 | 1,000,000 | ||||||||||||
2020 | 32,523,000 | 32,523,000 | 29,624,000 | ||||||||||||
Thereafter | 45,408,000 | 45,408,000 | 94,500,000 | ||||||||||||
Total | $79,491,000 | $79,491,000 | $128,124,000 |
Recovered_Sheet19
Stock-Based Compensation (Details) (USD $) | 0 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 12 Months Ended | 0 Months Ended | |||||
Apr. 11, 2014 | Dec. 27, 2014 | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 28, 2013 | Mar. 29, 2014 | Mar. 30, 2013 | Mar. 31, 2012 | Oct. 29, 2014 | Oct. 19, 2014 | Jan. 27, 2012 | |
Stock-Based Compensation | |||||||||||
Common Stock, par value (in dollars per share) | $0.00 | $0.00 | $0.00 | $0.00 | $0.00 | ||||||
Cash dividend | $39,900,000 | ||||||||||
Less: Cash payment to holders of vested options | 1,443,000 | ||||||||||
Cash payments | 41,300,000 | 41,300,000 | |||||||||
Retained earnings | 0 | 11,116,000 | 11,116,000 | 1,652,000 | -3,725,000 | ||||||
Reduction to paid-in capital | 39,700,000 | ||||||||||
Stock Options | |||||||||||
Stock-Based Compensation | |||||||||||
Grant date fair value, per share | $6.55 | $6.82 | |||||||||
Share price (in dollars per share) | $18.42 | $18.42 | $11.40 | $7.47 | |||||||
Assumptions used | |||||||||||
Expected option term | P6Y6M | P6Y6M | P6Y6M | P6Y6M | P6Y6M | P6Y6M | P6Y6M | ||||
Expected volatility factor | 56.00% | 56.00% | 56.00% | 58.00% | 56.00% | ||||||
Risk-free interest rate, minimum | 1.70% | 1.70% | 1.90% | 1.91% | |||||||
Risk-free interest rate, maximum | 2.00% | 1.80% | 2.00% | 2.03% | |||||||
Risk-free interest rate | 1.90% | 1.01% | 2.37% | ||||||||
Expected annual dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | 0.00% | ||||
Stock Options | |||||||||||
Outstanding at the beginning of period | 2,515,000 | 2,202,500 | 2,202,500 | ||||||||
Granted | 362,150 | 312,500 | |||||||||
Outstanding at the end of period | 2,877,150 | 2,877,150 | 2,515,000 | 2,202,500 | |||||||
Vested and expected to vest at end of period | 2,877,150 | 2,877,150 | 2,515,000 | ||||||||
Exercisable at end of period | 962,850 | 962,850 | 721,450 | ||||||||
Grant Date Weighted-Average Exercise Price | |||||||||||
Outstanding at the beginning of period | $5.97 | $7.09 | $7.09 | ||||||||
Granted | $12.21 | $9.53 | |||||||||
Outstanding at the end of period | $6.76 | $6.76 | $5.97 | $7.09 | |||||||
Vested and expected to vest at end of period | $6.76 | $6.76 | $7.40 | ||||||||
Exercisable at end of period | $6.61 | $6.61 | $6.45 | ||||||||
Weighted Average Remaining Contractual Life | |||||||||||
Weighted average remaining contractual life, awards outstanding | 7 years 8 months 12 days | 8 years 3 months 18 days | |||||||||
Weighted average remaining contractual life, awards vested and expected to vest | 7 years 8 months 12 days | 8 years 3 months 18 days | |||||||||
Weighted average remaining contractual life, awards exercisable | 7 years 4 months 24 days | 7 years 10 months 24 days | |||||||||
Aggregate Intrinsic Value | |||||||||||
Aggregate intrinsic value, awards outstanding | 33,556,000 | 33,556,000 | 10,072,000 | ||||||||
Aggregate intrinsic value, awards vested and expected to vest | 33,556,000 | 33,556,000 | 10,072,000 | ||||||||
Aggregate intrinsic value, awards exercisable | 11,372,000 | 11,372,000 | 3,570,000 | ||||||||
Stock Options | Minimum | |||||||||||
Assumptions used | |||||||||||
Expected volatility factor | 38.60% | 38.60% | |||||||||
Stock Options | Maximum | |||||||||||
Assumptions used | |||||||||||
Expected volatility factor | 56.00% | 55.00% | |||||||||
Stock Options | Members of management | |||||||||||
Stock-Based Compensation | |||||||||||
Vesting period | 5 years | 5 years | |||||||||
Grant date fair value | 2,400,000 | 900,000 | |||||||||
Stock Options | Members of management | Minimum | |||||||||||
Stock-Based Compensation | |||||||||||
Grant date fair value, per share | $6.08 | $6.08 | |||||||||
Grant Date Weighted-Average Exercise Price | |||||||||||
Granted | $9.40 | $9.40 | |||||||||
Stock Options | Members of management | Maximum | |||||||||||
Stock-Based Compensation | |||||||||||
Grant date fair value, per share | $7.79 | $7.79 | |||||||||
Grant Date Weighted-Average Exercise Price | |||||||||||
Granted | $16 | $16 | |||||||||
2011 Plan | Stock Options | |||||||||||
Stock-Based Compensation | |||||||||||
Shares authorized | 3,750,000 | ||||||||||
Expiration period | 10 years | 10 years | |||||||||
Vesting period | 5 years | 5 years | |||||||||
Less: Cash payment to holders of vested options | 1,400,000 | ||||||||||
Number of options for which exercise price was lowered | 1,918,550 | ||||||||||
Incremental stock-based compensation expense | 0 | ||||||||||
2011 Plan | Stock Options | Members of management | |||||||||||
Stock-Based Compensation | |||||||||||
Vesting period | 5 years | 5 years | |||||||||
Grant date fair value | 700,000 | 2,100,000 | 2,100,000 | 3,500,000 | |||||||
Grant date fair value, per share | $6.82 | $3.87 | |||||||||
Stock Options | |||||||||||
Granted | 237,500 | 237,500 | 112,500 | 312,500 | 312,500 | ||||||
2011 Plan | Stock Options | Members of management | Minimum | |||||||||||
Stock-Based Compensation | |||||||||||
Grant date fair value, per share | 6.64 | $6.64 | $6.64 | $3.43 | |||||||
Grant Date Weighted-Average Exercise Price | |||||||||||
Granted | 7.18 | $7.18 | $4 | ||||||||
2011 Plan | Stock Options | Members of management | Maximum | |||||||||||
Stock-Based Compensation | |||||||||||
Grant date fair value, per share | 6.92 | $6.92 | $6.92 | $4.31 | |||||||
Grant Date Weighted-Average Exercise Price | |||||||||||
Granted | 8.16 | $8.16 | $11.21 | ||||||||
2014 Plan | Stock Options | Members of management | |||||||||||
Stock Options | |||||||||||
Granted | 124,650 | 124,650 | |||||||||
2014 Plan | Stock Options | CEO | |||||||||||
Stock-Based Compensation | |||||||||||
Share price (in dollars per share) | $16 | ||||||||||
Assumptions used | |||||||||||
Expected option term | P6Y | ||||||||||
Expected volatility factor | 55.00% | ||||||||||
Risk-free interest rate | 1.80% | ||||||||||
Expected annual dividend yield | 0.00% | ||||||||||
Stock Options | |||||||||||
Granted | 99,650 | ||||||||||
Grant Date Weighted-Average Exercise Price | |||||||||||
Exercise price | $16 | ||||||||||
2014 Plan | Restricted Stock Awards | |||||||||||
Stock-Based Compensation | |||||||||||
Grant date fair value | $500,000 | ||||||||||
Number of directors awarded restricted stock awards | 1 | ||||||||||
Stock Options | |||||||||||
Granted | 30,313 | 30,313 | |||||||||
2014 Plan | Restricted Stock Awards | Employees | |||||||||||
Stock-Based Compensation | |||||||||||
Number of annual, equal installments in which shares granted will vest | 4 | ||||||||||
2014 Plan | Restricted Stock Awards | Director | |||||||||||
Stock-Based Compensation | |||||||||||
Vesting period | 1 year | ||||||||||
2014 Plan | Stock Options and Restricted Stock Awards | |||||||||||
Stock-Based Compensation | |||||||||||
Shares authorized | 1,600,000 | ||||||||||
Common Stock, par value (in dollars per share) | $0.00 |
Recovered_Sheet20
Stock-Based Compensation (Details 2) (USD $) | 9 Months Ended | 12 Months Ended |
In Millions, except Share data, unless otherwise specified | Dec. 27, 2014 | Mar. 29, 2014 |
Stock Options | ||
Shares | ||
Nonvested at beginning of period | 1,793,550 | 1,915,125 |
Granted | 362,150 | 312,500 |
Vested | -241,400 | -434,075 |
Nonvested at end of period | 1,914,300 | 1,793,550 |
Weighted-Average Grant Date Fair Value | ||
Nonvested at beginning of period | $3.55 | $1.56 |
Granted | $6.55 | $6.82 |
Vested | $4.63 | $2.73 |
Nonvested at end of period | $3.98 | $3.55 |
Unrecognized stock-based compensation expense | $5.80 | |
Weighted-average recognition period | 2 years 4 months 24 days | |
Stock Options and Restricted Stock Awards | ||
Weighted-Average Grant Date Fair Value | ||
Unrecognized stock-based compensation expense | $7.30 | |
Weighted-average recognition period | 2 years 2 months 12 days |
Recovered_Sheet21
Stock-Based Compensation (Details 3) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
In Millions, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 27, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Mar. 30, 2013 |
Stock-Based Compensation | ||||||
Stock-based compensation expense | $0.50 | $0.30 | $1.50 | $0.90 | $1.30 | $0.80 |
Cost of goods sold. | ||||||
Stock-Based Compensation | ||||||
Stock-based compensation expense | $0.10 | $0.10 | $0.30 | $0.20 | $0.20 | $0.20 |
Recovered_Sheet22
Commitments and Contingencies (Details) | 9 Months Ended | 12 Months Ended |
Dec. 27, 2014 | Mar. 29, 2014 | |
item | item | |
Commitments and Contingencies. | ||
Number of key officers with employment agreements | 3 | 2 |
Number of the key officers employment agreements expiring in November 2015 | 1 | 1 |
Automatic renewal terms of the key officers employment agreements expiring in November 2015 | 1 year | 1 year |
Number of the key officers employment agreements that do not expire | 2 |
Recovered_Sheet23
Income Taxes (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 27, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Mar. 30, 2013 |
Income Taxes | ||||||
Effective income tax rate (as a percent) | 36.00% | 38.40% | 37.90% | 39.20% | 37.00% | 54.80% |
Accrued interest and penalties | $0 | $0 | $0 | $0 |
Recovered_Sheet24
Related Party Transactions (Details) (USD $) | 12 Months Ended | 9 Months Ended | 3 Months Ended | |||
In Millions, unless otherwise specified | Mar. 29, 2014 | Mar. 30, 2013 | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 27, 2014 | Dec. 28, 2013 |
store | store | stockholder | ||||
store | ||||||
Related Party Transactions | ||||||
Number of stores involved in agreement | 152 | 117 | 166 | 166 | ||
Lease payments | $25 | $17 | ||||
Leases and other transactions | Minority Stockholder | ||||||
Related Party Transactions | ||||||
Number of stores involved in agreement | 1 | 1 | 1 | 1 | ||
Number of minority stockholders involved in related party lease agreement | 1 | 1 | 1 | |||
Leases and other transactions | Minority Stockholder | Cost of goods sold. | ||||||
Related Party Transactions | ||||||
Lease payments | 0.1 | 0.1 | ||||
Leases and other transactions | Minority Stockholder | Maximum | Cost of goods sold. | ||||||
Related Party Transactions | ||||||
Lease payments | 0.1 | 0.1 | ||||
Related party loans | Subordinated lenders who own common stock of the Company | ||||||
Related Party Transactions | ||||||
Interest and early termination fees | $3.60 | $4.50 | $3.60 |
Earnings_Per_Share_Details
Earnings Per Share (Details) (USD $) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
In Thousands, except Share data, unless otherwise specified | Dec. 27, 2014 | Dec. 28, 2013 | Dec. 27, 2014 | Dec. 28, 2013 | Mar. 29, 2014 | Mar. 30, 2013 |
Earnings Per Share | ||||||
Net income attributed to Boot Barn Holdings, Inc. | $8,763 | $6,339 | $11,116 | $3,579 | $5,377 | $646 |
Less: Cash payment to holders of vested options | -1,443 | |||||
Net income available for common stockholders | $8,763 | $6,339 | $9,673 | $3,579 | ||
Weighted average basic shares outstanding | 23,704,000 | 18,929,000 | 20,928,000 | 18,929,000 | 18,929,000 | 18,757,000 |
Dilutive effect of stock options | 852,000 | 503,000 | 671,000 | 344,000 | 246,000 | |
Weighted average diluted shares outstanding | 24,556,000 | 19,432,000 | 21,599,000 | 19,273,000 | 19,175,000 | 18,757,000 |
Basic earnings (loss) per share | $0.37 | $0.33 | $0.46 | $0.19 | $0.28 | $0.03 |
Diluted earnings (loss) per share | $0.36 | $0.33 | $0.45 | $0.19 | $0.28 | $0.03 |
Shares that were not included in the computation of weighted average diluted common shares amounts | 237,150 | 611,440 | 478,692 | 1,249,380 | 1,059,850 | 2,202,500 |