IRVINE, Calif.--(BUSINESS WIRE)--
Boot Barn Holdings, Inc. (NYSE:BOOT) today announced its financial
results for the fourth quarter and fiscal year ended March 26, 2016.
Highlights for the quarter ended March 26, 2016, were as follows:
-
Net sales increased 45% to approximately $149.5 million;
-
Opened four new stores;
-
Consolidated same store sales declined 1.2%;
-
Pro forma adjusted net income was $2.5 million, or $0.09 per diluted
share, compared to $0.17 per diluted share in the prior-year period.
Net income was $1.0 million, or $0.04 per diluted share, on a GAAP
basis.
Highlights for the year ended March 26, 2016, were as follows:
-
Net sales increased 41% to $569.0 million;
-
Acquired 25 Sheplers stores and closed six of those stores. Opened 22
new stores and closed two stores, ending the fiscal year with 208
stores;
-
Consolidated same store sales essentially flat at -0.1%;
-
Pro forma adjusted net income was $18.7 million, or $0.69 per diluted
share, compared to $0.72 per diluted share in fiscal year 2015. Net
income was $9.9 million, or $0.37 per diluted share, on a GAAP basis.
1) Pro forma adjusted net income is a non-GAAP measure. An explanation
of the computation of this measure and a reconciliation to GAAP net
income is included below. See also "Non-GAAP Financial Measures."
Jim Conroy, Chief Executive Officer, commented, “While the continued
impact from low commodities prices on some of our key markets resulted
in fourth quarter performance that was below our expectations, we made
further progress towards our long-term targets. During the quarter we
grew net sales, increased our higher-margin private brand penetration,
and opened four new Boot Barn stores. During the fiscal year we opened
22 new Boot Barn stores and completed the acquisition and integration of
Sheplers, which has significantly elevated our e-commerce capabilities
and expanded our market share in key markets. Overall, we solidified our
position as the largest omni-channel western and work wear retailer in
the U.S. While the current market environment remains challenging, and
it is difficult to predict when external pressures to our business will
subside, we believe we have appropriately positioned our merchandise
offering, marketing strategy, and inventory levels to manage through
this cycle and we continue to appropriately invest in our business for
long-term growth and increased value for our shareholders.”
Operating Results for the Fourth Quarter Ended March 26, 2016
-
Net sales increased 45% to $149.5 million in the fourth quarter of
fiscal year 2016, from $103.3 million in the prior-year period. Net
sales increased due to contributions from recently acquired Sheplers
and 22 new stores opened during fiscal year 2016, partially offset by
a decrease of 1.2% in consolidated same store sales.
-
Adjusted gross profit was $43.9 million or 29.4% of net sales (on a
GAAP basis, gross profit was $42.4 million or 28.4% of net sales) in
the fourth quarter of fiscal year 2016, an increase of $9.9 million,
or 29.2%, from gross profit of $34.0 million, or 32.9% of net sales,
in the prior-year period. Adjusted gross profit excludes
acquisition-related integration costs, including an adjustment to
normalize the impact of Sheplers’ discontinued inventory, contract
termination costs and the amortization of inventory fair value
adjustment. See “Non-GAAP Financial Measures.” Adjusted gross profit
increased as a result of the addition of the Sheplers business and the
opening of 22 new stores. As a percentage of sales, consolidated gross
margin declined primarily due to a higher percentage of historically
lower-margin Sheplers sales compared to the prior year period when the
Company did not own Sheplers. Also contributing to the decline was a
higher shrink adjustment at the Sheplers business, unfavorable freight
costs at the core Boot Barn business and occupancy deleverage.
-
Adjusted income from operations was $7.7 million in the fourth quarter
of fiscal year 2016, a decrease of 8.5%, compared to $8.4 million in
the prior-year period, driven primarily by higher depreciation and
amortization expense, additional expenses associated with Sheplers,
and the higher shrink adjustment. Adjusted income from operations
excludes acquisition-related integration costs, loss on disposal of
assets and contract termination costs, and the amortization of
inventory fair value adjustment incurred in the fourth quarter of
fiscal year 2016. See “Non-GAAP Financial Measures.” On a GAAP basis,
income from operations was $5.6 million in the fourth quarter of
fiscal year 2016 compared to $7.8 million in the prior-year period.
-
During the fourth quarter, the Company opened four Boot Barn stores
and closed two stores, ending the quarter with 208 stores in 29 states.
-
Pro forma adjusted net income was $2.5 million, or $0.09 per diluted
share, in the fourth quarter of fiscal year 2016, compared to $4.6
million, or $0.17 per diluted share, in the prior-year period. The
decrease is primarily the result of an additional $2.4 million, or
$0.05 per diluted share, of pro forma adjusted interest expense
combined with $0.01 per diluted share of higher shrink recorded in the
fourth quarter of fiscal year 2016. See “Non-GAAP Financial Measures.”
On a GAAP basis, net income was $1.0 million, or $0.04 per diluted
share, in the fourth quarter of fiscal year 2016, compared to $2.6
million, or $0.10 per diluted share in the prior-year period.
A reconciliation of adjusted gross profit, adjusted income from
operations, pro forma adjusted net income and pro forma adjusted net
income per diluted share, each a non-GAAP financial measure, to their
most directly comparable GAAP financial measures is included in the
accompanying financial data. See also "Non-GAAP Financial Measures."
Operating Results for the Fiscal Year Ended March 26, 2016
-
Net sales increased 41% to $569.0 million from $402.7 million in
fiscal year 2015. Net sales increased due to contributions from
recently acquired Sheplers, 22 new stores opened during fiscal year
2016, partially offset by a decrease of 0.1% in consolidated same
store sales.
-
Adjusted gross profit was $178.0 million or 31.3% of net sales (on a
GAAP basis, gross profit was $173.2 million or 30.4% of net sales), an
increase of $43.2 million, or 32.1%, from gross profit of $134.8
million, or 33.5% of net sales, in fiscal year 2015. Adjusted gross
profit increased as a result of the addition of the Sheplers business
and the opening of 22 new stores. The decline in adjusted gross profit
margin rate was primarily driven by the composition of the lower
margin Sheplers e-commerce business and rebranded Sheplers stores that
are included in the consolidated Boot Barn results for the final three
quarters of fiscal year 2016 but were not part of Boot Barn in fiscal
year 2015.
-
Adjusted income from operations was $42.7 million in fiscal year 2016,
an increase of 20.4%, compared to $35.4 million in fiscal year 2015.
On a GAAP basis, income from operations was $30.2 million, compared to
$35.4 million in fiscal year 2015.
-
The Company acquired 25 Sheplers stores, opened 22 Boot Barn stores,
closed six Sheplers and two Boot Barn stores, and ended the period
with 208 stores in 29 states.
-
Pro forma adjusted net income was $18.7 million, or $0.69 per diluted
share, in fiscal year 2016, compared to $19.0 million, or $0.72 per
diluted share in fiscal year 2015. The decrease is primarily due to an
additional $6.7 million, or $0.15 per diluted share of pro forma
adjusted interest expense in fiscal year 2016. On a GAAP basis, net
income was $9.9 million, or $0.37 per diluted share, compared to net
income of $13.7 million, or $0.54 per diluted share, in fiscal year
2015.
A reconciliation of adjusted gross profit, adjusted income from
operations, pro forma adjusted net income and pro forma adjusted net
income per diluted share, each a non-GAAP financial measure, to their
most directly comparable GAAP financial measures is included in the
accompanying financial data. See also "Non-GAAP Financial Measures."
Balance Sheet Highlights as of March 26, 2016
-
Cash: $7.2 million
-
Total net borrowings: $242.4 million
-
Total liquidity (cash plus availability on $125 million revolving
credit facility): $83.4 million
Fiscal Year 2017 Outlook
For the fiscal year ending April 1, 2017 the Company expects:
-
To open 15 new stores, with 3 expected to open in the first half of
the fiscal year and the remainder in the second half of the fiscal
year.
-
Consolidated same store sales between slightly negative to slightly
positive.
-
Income from operations between $42.4 million and $46.8 million.
-
Net income of $16.9 million to $19.6 million,
-
Net income per diluted share of $0.63 to $0.73 based on 26.8 million
weighted average diluted shares outstanding. Fiscal year 2017 is a
53-week year and the Company expects to earn approximately $0.03 per
diluted share in the 53rd week, which is included in the
above guidance range. Fiscal year 2017 net income per diluted share
will compare to $0.66 per diluted share in fiscal year 2016, after
assuming the Company had acquired Sheplers at the beginning of fiscal
year 2016.
For the fiscal first quarter ending June 25, 2016 the Company expects:
-
Consolidated same stores sales to be flat;
-
Net income per diluted share of $0.01 to $0.03 based on 26.8 million
weighted average diluted shares outstanding.
Conference Call Information
A conference call to discuss the financial results for the fourth
quarter of fiscal year 2016 is scheduled for today, May 18, 2016, at
4:30 p.m. ET (1:30 p.m. PT). Investors and analysts interested in
participating in the call are invited to dial (877) 407-4018. The
conference call will also be available to interested parties through a
live webcast at investor.bootbarn.com.
Please visit the website and select the “Events and Presentations” link
at least 15 minutes prior to the start of the call to register and
download any necessary software. A telephone replay of the call will be
available until June 18, 2016, by dialing (877) 870-5176 (domestic) or
(858) 384-5517 (international) and entering the conference
identification number: 13636742. Please note participants must enter the
conference identification number in order to access the replay.
About Boot Barn
Boot Barn is the nation’s leading lifestyle retailer of western and
work-related footwear, apparel and accessories for men, women and
children. The Company offers its loyal customer base a wide selection of
work and lifestyle brands. Boot Barn now operates 208 stores in 29
states, in addition to an e-commerce channel www.bootbarn.com.
The Company also operates www.sheplers.com,
the nation’s leading pure play online western and work retailer.
Sheplers has been part of the western, outdoor, and work lifestyle for
over 100 years. For more information, call 888-Boot-Barn or visit www.bootbarn.com.
Non-GAAP Financial Measures
The Company presents adjusted gross profit, adjusted income from
operations, pro forma adjusted net income and pro forma adjusted net
income per diluted share to help the Company describe its operating and
financial performance. These financial measures are non-GAAP financial
measures and should not be construed in isolation or as an alternative
to actual gross profit, actual income from operations, actual net income
and actual earnings per diluted share and other income or cash flow
statement data (as presented in the Company’s consolidated financial
statements in accordance with generally accepted accounting principles
in the United States, or GAAP), or as a better indicator of operating
performance or as a measure of liquidity. These non-GAAP financial
measures, as defined by the Company, may not be comparable to similar
non-GAAP financial measures presented by other companies. The Company’s
management believes that these non-GAAP financial measures provide
investors with transparency and help illustrate financial results by
excluding items that may not be indicative of, or are unrelated to, the
Company’s core operating results, thereby providing a better baseline
for analyzing trends in the underlying business. See the table at the
end of this press release for a reconciliation of adjusted gross profit
to gross profit, adjusted income from operations to income from
operations, pro forma adjusted net income to net income, and pro forma
adjusted net income per diluted share to net income per diluted share.
Forward Looking Statements
This press release contains forward-looking statements that are subject
to risks and uncertainties. All statements other than statements of
historical fact included in this press release are forward-looking
statements. Forward-looking statements refer to our current expectations
and projections relating to, by way of example and without limitation,
our financial condition, liquidity, profitability, results of
operations, margins, plans, objectives, strategies, future performance,
business and industry. You can identify forward-looking statements by
the fact that they do not relate strictly to historical or current
facts. These statements may include words such as "anticipate",
"estimate", "expect", "project", "plan“, "intend", "believe", “may”,
“might”, “will”, “could”, “should”, “can have”, “likely”, “outlook” and
other words and terms of similar meaning in connection with any
discussion of the timing or nature of future operating or financial
performance or other events, but not all forward-looking statements
contain these identifying words. These forward-looking statements are
based on assumptions that the Company’s management has made in light of
their industry experience and on their perceptions of historical trends,
current conditions, expected future developments and other factors they
believe are appropriate under the circumstances. As you consider this
press release, you should understand that these statements are not
guarantees of performance or results. They involve risks, uncertainties
(some of which are beyond the Company’s control) and assumptions. These
risks, uncertainties and assumptions include, but are not limited to,
the following: the failure to realize the anticipated synergies from the
Sheplers acquisition and other risks of integration, decreases in
consumer spending due to declines in consumer confidence, local economic
conditions or changes in consumer preferences and the Company’s ability
to effectively execute on its growth strategy; to maintain and enhance
its strong brand image; to compete effectively; to maintain good
relationships with its key suppliers; and to improve and expand its
exclusive product offerings. The Company discusses the foregoing risks
and other risks in greater detail under the heading “Risk factors” in
the periodic reports filed by the Company with the Securities and
Exchange Commission. Although the Company believes that these
forward-looking statements are based on reasonable assumptions, you
should be aware that many factors could affect the Company’s actual
financial results and cause them to differ materially from those
anticipated in the forward-looking statements. Because of these factors,
the Company cautions that you should not place undue reliance on any of
these forward-looking statements. New risks and uncertainties arise from
time to time, and it is impossible for the Company to predict those
events or how they may affect the Company. Further, any forward-looking
statement speaks only as of the date on which it is made. Except as
required by law, the Company does not intend to update or revise the
forward-looking statements in this press release after the date of this
press release.
|
|
|
Boot Barn Holdings, Inc.
|
|
Consolidated Balance Sheets
|
|
(In thousands, except per share data)
|
|
|
|
|
|
March 26,
|
|
March 28,
|
|
|
|
2016
|
|
2015
|
|
Assets
|
|
|
|
|
|
|
|
Current assets:
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
7,195
|
|
$
|
1,448
|
|
Accounts receivable, net
|
|
|
4,131
|
|
|
3,863
|
|
Inventories
|
|
|
176,335
|
|
|
129,312
|
|
Prepaid expenses and other current assets
|
|
|
15,558
|
|
|
10,656
|
|
Total current assets
|
|
|
203,219
|
|
|
145,279
|
|
Property and equipment, net
|
|
|
76,076
|
|
|
30,054
|
|
Goodwill
|
|
|
193,095
|
|
|
93,097
|
|
Intangible assets, net
|
|
|
64,861
|
|
|
57,131
|
|
Other assets
|
|
|
2,075
|
|
|
567
|
|
Total assets
|
|
$
|
539,326
|
|
$
|
326,128
|
|
Liabilities and stockholders’ equity
|
|
|
|
|
|
|
|
Current liabilities:
|
|
|
|
|
|
|
|
Line of credit
|
|
$
|
48,815
|
|
$
|
16,200
|
|
Accounts payable
|
|
|
66,553
|
|
|
44,636
|
|
Accrued expenses and other current liabilities
|
|
|
35,896
|
|
|
24,061
|
|
Current portion of notes payable, net of unamortized debt issuance
costs
|
|
|
1,035
|
|
|
1,596
|
|
Total current liabilities
|
|
|
152,299
|
|
|
86,493
|
|
Deferred taxes
|
|
|
12,255
|
|
|
21,102
|
|
Long-term portion of notes payable, net of unamortized debt issuance
costs
|
|
|
192,579
|
|
|
72,030
|
|
Capital lease obligation
|
|
|
8,272
|
|
|
15
|
|
Other liabilities
|
|
|
12,431
|
|
|
4,066
|
|
Total liabilities
|
|
$
|
377,836
|
|
$
|
183,706
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity:
|
|
|
|
|
|
|
|
Common stock, $0.0001 par value; March 26, 2016 - 100,000 shares
authorized,
26,354 shares issued; March 28, 2015 - 100,000
shares authorized, 25,824 shares issued
|
|
|
3
|
|
|
3
|
|
Preferred stock, $0.0001 par value; 10,000 shares authorized, no
shares issued or outstanding
|
|
|
—
|
|
|
—
|
|
Additional paid-in capital
|
|
|
137,893
|
|
|
128,693
|
|
Retained earnings
|
|
|
23,594
|
|
|
13,726
|
|
Less: Common stock held in treasury, at cost, 4 and 0 shares at
March 26, 2016 and March 28, 2015, respectively
|
|
|
—
|
|
|
—
|
|
Total stockholders’ equity
|
|
|
161,490
|
|
|
142,422
|
|
Total liabilities and stockholders’ equity
|
|
$
|
539,326
|
|
$
|
326,128
|
|
|
|
|
|
|
|
|
|
|
|
Boot Barn Holdings, Inc.
|
|
Consolidated Statements of Operations
|
|
(In thousands, except per share data)
|
|
|
|
|
|
Thirteen Weeks Ended
|
|
Fifty-Two Weeks Ended
|
|
|
|
March 26,
2016
|
|
March 28,
2015
|
|
March 26,
2016
|
|
March 28,
2015
|
|
|
|
|
|
|
|
|
|
|
|
Net sales
|
|
$
|
149,466
|
|
|
$
|
103,280
|
|
$
|
569,020
|
|
|
$
|
402,684
|
|
Cost of goods sold
|
|
|
107,141
|
|
|
|
69,302
|
|
|
396,317
|
|
|
|
267,907
|
|
Amortization of inventory fair value adjustment
|
|
|
(47
|
)
|
|
|
-
|
|
|
(500
|
)
|
|
|
-
|
|
Total cost of goods sold
|
|
|
107,094
|
|
|
|
69,302
|
|
|
395,817
|
|
|
|
267,907
|
|
Gross profit
|
|
|
42,372
|
|
|
|
33,978
|
|
|
173,203
|
|
|
|
134,777
|
|
Operating expenses:
|
|
|
|
|
|
|
|
|
|
Selling, general and administrative expenses
|
|
|
36,755
|
|
|
|
26,174
|
|
|
142,078
|
|
|
|
99,341
|
|
Acquisition-related expenses
|
|
|
-
|
|
|
|
-
|
|
|
891
|
|
|
|
-
|
|
Total operating expenses
|
|
|
36,755
|
|
|
|
26,174
|
|
|
142,969
|
|
|
|
99,341
|
|
Income from operations
|
|
|
5,617
|
|
|
|
7,804
|
|
|
30,234
|
|
|
|
35,436
|
|
Interest expense, net
|
|
|
3,576
|
|
|
|
3,536
|
|
|
12,923
|
|
|
|
13,291
|
|
Other income, net
|
|
|
-
|
|
|
|
14
|
|
|
-
|
|
|
|
51
|
|
Income before income taxes
|
|
|
2,041
|
|
|
|
4,282
|
|
|
17,311
|
|
|
|
22,196
|
|
Income tax expense
|
|
|
1,029
|
|
|
|
1,672
|
|
|
7,443
|
|
|
|
8,466
|
|
Net income
|
|
|
1,012
|
|
|
|
2,610
|
|
|
9,868
|
|
|
|
13,730
|
|
Net income attributed to non-controlling interest
|
|
|
-
|
|
|
|
-
|
|
|
-
|
|
|
|
4
|
|
Net income attributed to Boot Barn Holdings, Inc.
|
|
$
|
1,012
|
|
|
$
|
2,610
|
|
$
|
9,868
|
|
|
$
|
13,726
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share:
|
|
|
|
|
|
|
|
|
|
Basic shares
|
|
$
|
0.04
|
|
|
$
|
0.10
|
|
$
|
0.38
|
|
|
$
|
0.56
|
|
Diluted shares
|
|
$
|
0.04
|
|
|
$
|
0.10
|
|
$
|
0.37
|
|
|
$
|
0.54
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
|
|
Basic shares
|
|
|
26,329
|
|
|
|
25,721
|
|
|
26,170
|
|
|
|
22,126
|
|
Diluted shares
|
|
|
26,630
|
|
|
|
26,752
|
|
|
26,955
|
|
|
|
22,888
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boot Barn Holdings, Inc.
|
|
Consolidated Statements of Cash Flows
|
|
(In thousands)
|
|
|
|
|
|
Fiscal Year Ended
|
|
|
|
March 26,
|
|
March 28,
|
|
March 29,
|
|
|
|
2016
|
|
2015
|
|
2014
|
|
Cash flows from operating activities
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
9,868
|
|
|
$
|
13,730
|
|
|
$
|
5,660
|
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
|
Depreciation
|
|
|
11,480
|
|
|
|
6,615
|
|
|
|
4,628
|
|
|
Stock-based compensation
|
|
|
2,881
|
|
|
|
2,048
|
|
|
|
1,291
|
|
|
Excess tax benefit
|
|
|
(3,621
|
)
|
|
|
(681
|
)
|
|
|
-
|
|
|
Amortization of intangible assets
|
|
|
2,536
|
|
|
|
2,592
|
|
|
|
3,501
|
|
|
Amortization and write-off of debt issuance fees and debt discount
|
|
|
2,274
|
|
|
|
3,684
|
|
|
|
2,507
|
|
|
Loss on disposal of property and equipment
|
|
|
463
|
|
|
|
134
|
|
|
|
1,980
|
|
|
Accretion of above market leases
|
|
|
(72
|
)
|
|
|
(149
|
)
|
|
|
(230
|
)
|
|
Deferred taxes
|
|
|
981
|
|
|
|
1,402
|
|
|
|
(1,874
|
)
|
|
Amortization of inventory fair value adjustment
|
|
|
(500
|
)
|
|
|
-
|
|
|
|
867
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable, net
|
|
|
1,524
|
|
|
|
(1,672
|
)
|
|
|
(710
|
)
|
|
Inventories
|
|
|
(16,087
|
)
|
|
|
(26,610
|
)
|
|
|
(14,100
|
)
|
|
Prepaid expenses and other current assets
|
|
|
7,543
|
|
|
|
(1,667
|
)
|
|
|
(871
|
)
|
|
Other assets
|
|
|
(2,713
|
)
|
|
|
(362
|
)
|
|
|
104
|
|
|
Accounts payable
|
|
|
6,835
|
|
|
|
7,364
|
|
|
|
3,190
|
|
|
Accrued expenses and other current liabilities
|
|
|
5,068
|
|
|
|
3,298
|
|
|
|
5,944
|
|
|
Other liabilities
|
|
|
4,469
|
|
|
|
1,782
|
|
|
|
893
|
|
|
Net cash provided by operating activities
|
|
$
|
32,929
|
|
|
$
|
11,508
|
|
|
$
|
12,780
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
Purchases of property and equipment
|
|
$
|
(36,127
|
)
|
|
$
|
(14,074
|
)
|
|
$
|
(11,400
|
)
|
|
Proceeds from sale of property and equipment
|
|
|
-
|
|
|
|
-
|
|
|
|
24
|
|
|
Purchase of trademark rights
|
|
|
-
|
|
|
|
-
|
|
|
|
(200
|
)
|
|
Acquisition of business, net of cash acquired
|
|
|
(146,541
|
)
|
|
|
-
|
|
|
|
(15,696
|
)
|
|
Net cash used in investing activities
|
|
$
|
(182,668
|
)
|
|
$
|
(14,074
|
)
|
|
$
|
(27,272
|
)
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
Line of credit - net
|
|
$
|
32,615
|
|
|
$
|
(12,424
|
)
|
|
$
|
9,714
|
|
|
Proceeds from loan borrowings
|
|
|
200,938
|
|
|
|
104,938
|
|
|
|
100,000
|
|
|
Repayments on debt and capital lease obligations
|
|
|
(77,899
|
)
|
|
|
(130,326
|
)
|
|
|
(70,126
|
)
|
|
Debt issuance fees
|
|
|
(6,487
|
)
|
|
|
(1,361
|
)
|
|
|
(3,350
|
)
|
|
Net proceeds from initial public offering
|
|
|
-
|
|
|
|
82,224
|
|
|
|
-
|
|
|
Excess tax benefits from stock options
|
|
|
3,621
|
|
|
|
681
|
|
|
|
-
|
|
|
Proceeds from exercise of stock options
|
|
|
2,698
|
|
|
|
464
|
|
|
|
-
|
|
|
Dividends paid
|
|
|
-
|
|
|
|
(41,300
|
)
|
|
|
-
|
|
|
Payment of assumed contingent consideration and debt from
acquisitions
|
|
|
-
|
|
|
|
-
|
|
|
|
(21,818
|
)
|
|
Net cash provided by financing activities
|
|
$
|
155,486
|
|
|
$
|
2,896
|
|
|
$
|
14,420
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
|
5,747
|
|
|
|
330
|
|
|
|
(72
|
)
|
|
Cash and cash equivalents, beginning of period
|
|
|
1,448
|
|
|
|
1,118
|
|
|
|
1,190
|
|
|
Cash and cash equivalents, end of period
|
|
$
|
7,195
|
|
|
$
|
1,448
|
|
|
$
|
1,118
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
Cash paid for income taxes
|
|
$
|
3,296
|
|
|
$
|
8,297
|
|
|
$
|
4,849
|
|
|
Cash paid for interest
|
|
$
|
10,333
|
|
|
$
|
11,167
|
|
|
$
|
9,110
|
|
|
Supplemental disclosure of non-cash activities:
|
|
|
|
|
|
|
|
|
|
|
Unpaid purchases of property and equipment
|
|
$
|
1,992
|
|
|
$
|
1,374
|
|
|
$
|
132
|
|
|
Equipment acquired through capital lease
|
|
$
|
38
|
|
|
$
|
36
|
|
|
$
|
28
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Boot Barn Holdings, Inc.
|
|
Supplemental Information - Consolidated Statements of Operations
|
|
Reconciliation of GAAP to Non-GAAP Financial Measures
|
|
(In thousands, except per share amounts)
|
|
(Unaudited)
|
|
|
|
The tables below reconcile the non-GAAP financial measures of
adjusted gross profit, adjusted income from operations, pro forma
adjusted net
income, and pro forma adjusted earnings per
diluted share, to the most directly comparable GAAP financial
measures of gross profit, income from
operations, net income,
and income per diluted share.
|
|
|
|
|
|
Thirteen Weeks Ended
|
|
Fifty-Two Weeks Ended
|
|
|
|
March 26,
|
|
March 28,
|
|
March 26,
|
|
March 28,
|
|
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
Reconciliation of GAAP gross profit to adjusted gross profit
|
|
|
|
|
|
|
|
|
|
Gross profit, as reported
|
|
$
|
42,372
|
|
|
$
|
33,978
|
|
|
$
|
173,203
|
|
|
$
|
134,777
|
|
|
Amortization of inventory fair value adjustment (a)
|
|
|
(47
|
)
|
|
|
-
|
|
|
|
(500
|
)
|
|
|
-
|
|
|
Acquisition-related integration costs (b)
|
|
|
1,518
|
|
|
|
-
|
|
|
|
4,848
|
|
|
|
-
|
|
|
Contract termination costs (c)
|
|
|
41
|
|
|
|
-
|
|
|
|
444
|
|
|
|
-
|
|
|
Adjusted gross profit
|
|
$
|
43,884
|
|
|
$
|
33,978
|
|
|
$
|
177,995
|
|
|
$
|
134,777
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of GAAP income from operations to adjusted income
from operations
|
|
|
|
|
|
|
|
|
|
Income from operations, as reported
|
|
$
|
5,617
|
|
|
$
|
7,804
|
|
|
$
|
30,234
|
|
|
$
|
35,436
|
|
|
Amortization of inventory fair value adjustment (a)
|
|
|
(47
|
)
|
|
|
-
|
|
|
|
(500
|
)
|
|
|
-
|
|
|
Acquisition-related expenses (d)
|
|
|
-
|
|
|
|
-
|
|
|
|
891
|
|
|
|
-
|
|
|
Acquisition-related integration costs (b)
|
|
|
1,817
|
|
|
|
-
|
|
|
|
10,338
|
|
|
|
-
|
|
|
Loss on disposal of assets and contract termination costs (c)
|
|
|
267
|
|
|
|
21
|
|
|
|
1,374
|
|
|
|
134
|
|
|
Secondary offering costs (e)
|
|
|
-
|
|
|
|
541
|
|
|
|
317
|
|
|
|
541
|
|
|
Estimated public company costs (f)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,540
|
)
|
|
Other due diligence expenses (g)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
864
|
|
|
Adjusted income from operations
|
|
$
|
7,654
|
|
|
$
|
8,366
|
|
|
$
|
42,654
|
|
|
$
|
35,435
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of GAAP net income attributed to Boot Barn
Holdings, Inc. to pro forma adjusted net income attributed to Boot
Barn Holdings, Inc.
|
|
|
|
|
|
|
|
|
|
Net income attributed to Boot Barn Holdings, Inc., as reported
|
|
$
|
1,012
|
|
|
$
|
2,610
|
|
|
$
|
9,868
|
|
|
$
|
13,726
|
|
|
Amortization of inventory fair value adjustment (a)
|
|
|
(47
|
)
|
|
|
-
|
|
|
|
(500
|
)
|
|
|
-
|
|
|
Acquisition-related expenses (d)
|
|
|
-
|
|
|
|
-
|
|
|
|
891
|
|
|
|
-
|
|
|
Acquisition-related integration costs (b)
|
|
|
1,817
|
|
|
|
-
|
|
|
|
10,338
|
|
|
|
-
|
|
|
Loss on disposal of assets and contract termination costs (c)
|
|
|
267
|
|
|
|
21
|
|
|
|
1,374
|
|
|
|
134
|
|
|
Secondary offering costs (e)
|
|
|
-
|
|
|
|
541
|
|
|
|
317
|
|
|
|
541
|
|
|
Estimated public company costs (f)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,540
|
)
|
|
Other due diligence expenses (g)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
864
|
|
|
Write-off of debt discount (h)
|
|
|
-
|
|
|
|
-
|
|
|
|
1,355
|
|
|
|
-
|
|
|
Interest expense, as reported
|
|
|
-
|
|
|
|
3,536
|
|
|
|
-
|
|
|
|
13,291
|
|
|
Pro forma interest expense (i)
|
|
|
-
|
|
|
|
(1,210
|
)
|
|
|
-
|
|
|
|
(4,840
|
)
|
|
Provision for income taxes, as reported
|
|
|
1,029
|
|
|
|
1,672
|
|
|
|
7,443
|
|
|
|
8,466
|
|
|
Pro forma adjusted provision for income taxes (j)
|
|
|
(1,610
|
)
|
|
|
(2,590
|
)
|
|
|
(12,419
|
)
|
|
|
(11,675
|
)
|
|
Pro forma adjusted net income attributed to Boot Barn Holdings, Inc.
|
|
$
|
2,468
|
|
|
$
|
4,580
|
|
|
$
|
18,667
|
|
|
$
|
18,967
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciliation of proforma adjusted net income per diluted share
to net income per diluted share
|
|
|
|
|
|
|
|
|
|
Net income per share, diluted:
|
|
|
|
|
|
|
|
|
|
Net income per share, as reported
|
|
$
|
0.04
|
|
|
$
|
0.10
|
|
|
$
|
0.37
|
|
|
$
|
0.54
|
|
|
Adjustments
|
|
|
0.05
|
|
|
|
0.07
|
|
|
$
|
0.32
|
|
|
|
0.12
|
|
|
Net income per share paid to vested option holders (k)
|
|
|
-
|
|
|
|
-
|
|
|
$
|
-
|
|
|
|
0.06
|
|
|
Pro forma adjusted net income per share, diluted
|
|
$
|
0.09
|
|
|
$
|
0.17
|
|
|
$
|
0.69
|
|
|
$
|
0.72
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average diluted shares outstanding, as reported
|
|
|
26,630
|
|
|
|
26,752
|
|
|
|
26,955
|
|
|
|
22,888
|
|
|
Pro forma effect of shares issuances in IPO (l)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,368
|
|
|
Pro forma adjusted diluted weighted average shares
|
|
|
26,630
|
|
|
|
26,752
|
|
|
|
26,955
|
|
|
|
26,256
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a) Represents the amortization of purchase-accounting adjustments
that decreased the value of inventory acquired to its fair value.
|
|
(b) Represents certain store integration, remerchandising, inventory
obsolescence and corporate consolidation costs incurred in
connection with the integration of Sheplers. Includes an adjustment
to normalize the gross margin impact of discontinued inventory from
Sheplers, which was sold at a discount or written off. The
adjustment assumes such inventory was sold at Sheplers' normalized
margin rate.
|
|
(c) Represents loss on disposal of assets and contract termination
costs from store closures and unused office and warehouse space.
|
|
(d) Includes direct costs and fees related to the Sheplers
acquisition.
|
|
(e) Represents professional fees and expenses incurred in connection
with a form S-1 Registration Statement filing in July 2015 and
withdrawn in November 2015, and a secondary offering held in
February 2015.
|
|
(f) Reflects estimated incremental legal, accounting, insurance and
other compliance costs in the first three quarters of fiscal year
2015 as if the Company had been a public company during such
quarters. Actual public company costs incurred in fiscal year 2016
are reflected in GAAP income from operations.
|
|
(g) Represents professional fees and expenses incurred in connection
with a prior due diligence process of Sheplers.
|
|
(h) Represents the write off of debt discounts and debt issuance
costs associated with the previously extinguished Wells Fargo Credit
Facility.
|
|
(i) Represents the net decrease in interest expense resulting from a
reduction in our LIBOR floor and the pay down of principal balance
on the Company's term loan agreement with Golub Capital from the IPO
proceeds, as if it had occurred on March 31, 2013.
|
|
(j) The provision for income taxes uses an effective tax rate of
39.95% for the fifty-two week period ended March 26, 2016, compared
to the Company's tax rate of 43.0% and applies it to the non-GAAP
income before taxes. The Company's tax rate was impacted by expenses
associated with the Sheplers acquisition. Excluding these one-time
events, the tax rate would have been 39.95%.
|
|
(k) In April 2014, 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 to common shareholders. The Company has added
this payment to the net income in order to calculate pro forma
adjusted diluted earnings per share.
|
|
(l) These shares represent shares issued at the time of the IPO and
are shown as if they had been issued on March 31, 2013.
|
|
|
|
|
|
Boot Barn Holdings, Inc.
|
|
Store Count
|
|
|
|
|
|
Fiscal Year Ended
|
|
Fiscal Year Ended
|
|
Quarter Ended
|
|
Quarter Ended
|
|
Quarter Ended
|
|
Quarter Ended
|
|
|
|
March 29,
|
|
March 28,
|
|
June 27,
|
|
September 26,
|
|
December 26,
|
|
March 26,
|
|
|
|
2014
|
|
2015
|
|
2015
|
|
2015
|
|
2015
|
|
2016
|
|
Store Count (BOP)
|
|
117
|
|
|
152
|
|
|
169
|
|
176
|
|
|
201
|
|
206
|
|
|
Opened/Acquired
|
|
39
|
|
|
18
|
|
|
7
|
|
31
|
|
|
5
|
|
4
|
|
|
Closed Boot Barn Stores
|
|
(4
|
)
|
|
(1
|
)
|
|
—
|
|
(1
|
)
|
|
—
|
|
(1
|
)
|
|
Closed Sheplers Stores
|
|
—
|
|
|
—
|
|
|
—
|
|
(5
|
)
|
|
—
|
|
(1
|
)
|
|
Store Count (EOP)
|
|
152
|
|
|
169
|
|
|
176
|
|
201
|
|
|
206
|
|
208
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Debt Covenant Calculation
|
|
EBITDA Reconciliation
|
|
(Unaudited)
|
|
|
|
|
|
(Thirteen Weeks Ended)
|
|
|
|
|
Q4 FY16
|
|
Q3 FY16
|
|
Q2 FY16
|
|
Q1 FY16
|
|
Q4 FY15
|
|
|
Boot Barn's Net income/(loss)
|
|
$
|
1,012
|
|
|
$
|
9,928
|
|
|
$
|
(3,343
|
)
|
|
$
|
2,271
|
|
|
$
|
2,610
|
|
|
|
Income tax expense/(benefit)
|
|
|
1,029
|
|
|
|
6,712
|
|
|
|
(2,071
|
)
|
|
|
1,773
|
|
|
|
1,672
|
|
|
|
Interest expense, net
|
|
|
3,576
|
|
|
|
3,553
|
|
|
|
5,003
|
|
|
|
791
|
|
|
|
3,536
|
|
|
|
Depreciation and intangible asset amortization
|
|
|
4,494
|
|
|
|
3,593
|
|
|
|
3,292
|
|
|
|
2,637
|
|
|
|
2,764
|
|
|
|
Boot Barn's EBITDA
|
|
$
|
10,111
|
|
|
$
|
23,786
|
|
|
$
|
2,881
|
|
|
$
|
7,472
|
|
|
$
|
10,582
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash stock-based compensation (a)
|
|
$
|
737
|
|
|
$
|
761
|
|
|
$
|
730
|
|
|
$
|
653
|
|
|
$
|
590
|
|
|
|
Non-cash accrual for future award redemptions (b)
|
|
|
(797
|
)
|
|
|
961
|
|
|
|
88
|
|
|
|
(248
|
)
|
|
|
(630
|
)
|
|
|
Acquisition-related expenses (c)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
891
|
|
|
|
-
|
|
|
|
Acquisition-related integration costs (d)
|
|
|
1,817
|
|
|
|
3,153
|
|
|
|
5,368
|
|
|
|
-
|
|
|
|
-
|
|
|
|
Amortization of inventory fair value adjustment (e)
|
|
|
(47
|
)
|
|
|
(228
|
)
|
|
|
(225
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
Loss on disposal of assets and contract termination costs (f)
|
|
|
267
|
|
|
|
53
|
|
|
|
1,042
|
|
|
|
11
|
|
|
|
21
|
|
|
|
Secondary offering costs (g)
|
|
|
-
|
|
|
|
317
|
|
|
|
-
|
|
|
|
-
|
|
|
|
541
|
|
|
|
Boot Barn's Adjusted EBITDA
|
|
$
|
12,088
|
|
|
$
|
28,803
|
|
|
$
|
9,884
|
|
|
$
|
8,779
|
|
|
$
|
11,104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional adjustments1
|
|
|
959
|
|
|
|
655
|
|
|
|
718
|
|
|
|
2,904
|
|
|
|
4,089
|
|
|
|
Consolidated EBITDA per Loan Agreements
|
|
$
|
13,047
|
|
|
$
|
29,458
|
|
|
$
|
10,602
|
|
|
$
|
11,683
|
|
|
$
|
15,193
|
|
2
|
|
_______________
|
|
|
|
1Adjustments to Boot Barn's Adjusted EBITDA as stipulated
in the 2015 Golub Term Loan and June 2015 Wells Fargo Revolver
include pre-opening costs, franchise and state taxes, and other
miscellaneous adjustments. For Q4 FY15 and Q1 FY16, the adjustments
also include Sheplers EBITDA, as Sheplers' results were not included
in Boot Barn consolidated results until Q2 FY16, the period in which
Boot Barn acquired Sheplers.
|
|
2Consolidated EBITDA for the thirteen weeks ended Q4 FY15
was given to the Company in the 2015 Golub Term Loan and June 2015
Wells Fargo Revolver agreements, as the additional EBITDA
contribution from the acquisition of Sheplers in June 2015 was not
already included in the Company's consolidated EBITDA for the
thirteen weeks ended March 28, 2015. As such, the additional
adjustments to arrive at the consolidated EBITDA used in the loan
covenant compliance calculation is larger than those adjustments in
the subsequent periods presented.
|
|
|
|
|
|
(a) Represents non-cash compensation expenses related to stock
options, restricted stock awards and restricted stock units granted
to certain of our employees and directors.
|
|
(b) Represents the non-cash accrual for future award redemptions in
connection with our customer loyalty program.
|
|
(c) Includes direct costs and fees related to the Sheplers
Acquisition.
|
|
|
(d) Represents certain store integration, remerchandising, inventory
obsolescence and corporate consolidation costs incurred in
connection with the integration of Sheplers. Includes an adjustment
to normalize the gross margin impact of discontinued inventory from
Sheplers, which was sold at a discount or written off. The
adjustment assumes such inventory was sold at Sheplers' normalized
margin rate.
|
|
(e) Represents the amortization of purchase-accounting adjustments
that decreased the value of inventory acquired to its fair value.
|
|
(f) Represents loss on disposal of assets and contract termination
costs from store closures and unused office and warehouse space.
|
|
(g) Represents professional fees and expenses incurred in connection
with a Form S-1 Registration Statement filing in July 2015 and
withdrawn in November 2015, and a secondary offering held in
February 2015.
|
View source version on businesswire.com: http://www.businesswire.com/news/home/20160518006383/en/
Source: Boot Barn Holdings, Inc.