Boot Barn Holdings, Inc 8-K, filed Jan 25, 2021
Boot Barn Holdings, Inc. (BOOT)
About this 8-K
Boot Barn Holdings, Inc filed this 8-K on January 25, 2021.
Items reported
- Item 2.02: Financial results
- Item 9.01: Financial statements and exhibits
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(State or other jurisdiction
of incorporation) |
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(Commission
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(I.R.S. Employer
Identification No.) |
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(Address of principal executive offices)
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(Zip Code)
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Exhibit 104
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The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.
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BOOT BARN HOLDINGS, INC.
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Date: January 25, 2021
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By:
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/s/ Gregory V. Hackman
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Name: Gregory V. Hackman
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Title: Executive Vice President, Chief
Operating Officer and Chief Financial Officer
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| Exhibit 99.1 |
Boot Barn Holdings, Inc. Announces Third Quarter Fiscal Year 2021 Financial Results
IRVINE, Calif.--(BUSINESS WIRE)--January 25, 2021--Boot Barn Holdings, Inc. (NYSE: BOOT) today announced its financial results for the third fiscal quarter ended December 26, 2020.
For the quarter ended December 26, 2020:
- Net sales increased 6.5% to $302.3 million.
- Same store sales increased 4.6%, comprised of an increase in retail store same store sales of 1.9% and an increase in e-commerce sales of 16.3%.
- Net income was $29.6 million, or $1.00 per diluted share, compared to net income of $24.8 million, or $0.85 per diluted share in the prior-year period. Net income per diluted share in the current-year period includes an approximately $0.01 per share benefit due to income tax accounting for share-based compensation compared to a $0.04 per share benefit in the prior-year period. Excluding the tax benefit in both periods, net income per diluted share in the current-year period was $0.99, compared to $0.81 in the prior-year period.
- Cash and cash equivalents were $76.3 million.
Jim Conroy, Chief Executive Officer, commented, “Our strong third quarter results against a difficult economic backdrop demonstrate the power of our business model. The work we’ve done over the last several years successfully executing our key strategic initiatives has provided the foundation to navigate the ongoing headwinds from COVID-19 and deliver mid-single digit same store sales growth and a 150-basis point improvement in operating margin. We are encouraged that same store sales have accelerated in the fourth quarter with continued strength in margin. While the near term is likely to remain volatile, we believe our merchandising strategies, omni-channel capabilities and organizational expertise, combined with the adjustments we’ve made to our operating model during the pandemic, have us well positioned to build on our recent accomplishments and head into fiscal 2022 with good momentum.”
Operating Results for the Third Quarter Ended December 26, 2020
- Net sales increased 6.5% to $302.3 million from $284.0 million in the prior-year period. Consolidated same store sales increased 4.6% with retail store same store sales up 1.9% and e-commerce same store sales up 16.3%. The increase in net sales was the result of an increase of 4.6% in same store sales and the sales contribution from new and acquired stores over the past twelve months.
- Gross profit was $106.8 million, or 35.3% of net sales, compared to $97.0 million, or 34.2% of net sales, in the prior-year period. Gross profit increased primarily due to increased sales. The increase in gross profit rate of 120 basis points was driven by a 150-basis point increase in merchandise margin, partially offset by 30 basis points of deleverage in buying and occupancy costs. Merchandise margin increased 150 basis points primarily as a result of better full-price selling and reduced promotions.
- Selling, general and administrative expenses were $65.2 million, or 21.6% of net sales, compared to $62.1 million, or 21.9% of net sales, in the prior-year period. The increase in selling, general and administrative expenses was primarily a result of additional costs to support higher sales and expenses for both new and acquired stores. Selling, general and administrative expenses as a percentage of net sales decreased by 30 basis points primarily as a result of expense leverage on higher sales.
- Income from operations increased 19.0% to $41.6 million, or 13.8% of net sales, compared to $35.0 million, or 12.3% of net sales, in the prior-year period. This increase represents approximately 150 basis points of improvement in operating profit margin.
- Net income was $29.6 million, or $1.00 per diluted share, compared to net income of $24.8 million, or $0.85 per diluted share in the prior-year period. Net income per diluted share in the current-year period includes an approximately $0.01 per share benefit due to income tax accounting for share-based compensation compared to a $0.04 per share benefit in the prior-year period. Excluding the tax benefit in both periods, net income per diluted share in the current-year period was $0.99, compared to $0.81 in the prior-year period.
Operating Results for the Nine Months Ended December 26, 2020
- Net sales decreased 3.4% to $634.6 million from $656.9 million in the prior-year period. Consolidated same store sales decreased 3.2% with retail store same store sales down 8.9% and e-commerce same store sales up 24.9%. The decrease in retail store sales was primarily due to decreased traffic in our stores that resulted from customers staying at home in response to the COVID-19 crisis and temporary store closures.
- Gross profit was $202.5 million, or 31.9% of net sales, compared to $218.5 million, or 33.3% of net sales, in the prior-year period. Gross profit decreased primarily due to decreased sales resulting from the COVID-19 crisis. The decrease in gross profit rate was driven by 140 basis points of deleverage in buying and occupancy costs primarily as a result of lower sales.
- Selling, general and administrative expenses were $149.0 million, or 23.5% of net sales, compared to $154.6 million, or 23.5% of net sales, in the prior-year period. The decrease in selling, general and administrative expenses was primarily a result of reduced marketing expenses and lower payroll.
- Income from operations decreased 16.4% to $53.5 million, or 8.4% of net sales, compared to $64.0 million, or 9.7% of net sales, in the prior-year period. The decline in income from operations is primarily a result of the negative impact on sales and gross margin from decreased traffic in our stores that resulted from customers staying at home in response to the COVID-19 crisis and temporary store closures.
- Net income was $34.8 million, or $1.19 per diluted share, compared to net income of $42.2 million, or $1.45 per diluted share in the prior-year period. Net income per diluted share in the current-year period includes an approximately $0.01 per share benefit due to income tax accounting for share-based compensation compared to a $0.07 per share benefit in the prior-year period. Excluding the tax benefit in both periods, net income per diluted share in the current-year period was $1.18, compared to $1.38 in the prior-year period.
Current Business
The following table includes same store sales, net sales and e-commerce as a percentage of net sales for the periods indicated below:
| Four Weeks Fiscal October |
Four Weeks Fiscal November |
Five Weeks Fiscal December |
Thirteen Weeks Ended December 26, 2020 |
Preliminary Four Weeks Fiscal January |
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| Retail Stores SSS |
0% |
1% |
3% |
2% |
20% |
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| E-commerce SSS |
12% |
20% |
16% |
16% |
7% |
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| Total SSS |
2% |
4% |
6% |
5% |
17% |
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| Net Sales Increase |
6% |
8% |
6% |
6% |
21% |
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| E-commerce as % of Net Sales |
16% |
18% |
23% |
20% |
16% |
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Fiscal Year 2021 Outlook
Due to the ongoing uncertainty created by COVID-19, the Company is not providing fourth quarter and fiscal year 2021 guidance at this time.
Conference Call Information
A conference call to discuss the financial results for the third quarter of fiscal year 2021 is scheduled for today, January 25, 2021, at 4:30 p.m. ET (1:30 p.m. PT). Investors and analysts interested in participating in the call are invited to (877) 451-6152. 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 February 25, 2021, by dialing (844) 512-2921 (domestic) or (412) 317-6671 (international) and entering the conference identification number: 13715296. 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. As of the date of this release, Boot Barn operates 265 stores in 36 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 and www.countryoutfitter.com, an e-commerce site selling to customers who live a country lifestyle. For more information, call 888-Boot-Barn or visit www.bootbarn.com.
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 effect of COVID-19 on our business operations, growth strategies, store traffic, employee availability, financial condition, liquidity and cash flow; decreases in consumer spending due to declines in consumer confidence, local economic conditions or changes in consumer preferences; the Company’s ability to effectively execute on its growth strategy; and the Company’s failure 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.
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Boot Barn Holdings, Inc. Consolidated Balance Sheets (In thousands, except per share data) (Unaudited) |
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| December 26, | March 28, | |||||
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2020 |
2020 |
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| Assets | ||||||
| Current assets: | ||||||
| Cash and cash equivalents | $ |
76,342 |
$ |
69,563 |
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| Accounts receivable, net |
13,876 |
12,087 |
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| Inventories |
246,008 |
288,717 |
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| Prepaid expenses and other current assets |
15,008 |
14,284 |
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| Total current assets |
351,234 |
384,651 |
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| Property and equipment, net |
109,793 |
109,603 |
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| Right-of-use assets, net |
170,311 |
170,243 |
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| Goodwill |
197,502 |
197,502 |
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| Intangible assets, net |
60,907 |
60,974 |
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| Other assets |
2,425 |
1,738 |
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| Total assets | $ |
892,172 |
$ |
924,711 |
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| Liabilities and stockholders’ equity | ||||||
| Current liabilities: | ||||||
| Line of credit | $ |
— |
$ |
129,900 |
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| Accounts payable |
103,095 |
95,334 |
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| Accrued expenses and other current liabilities |
94,831 |
52,612 |
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| Short-term lease liabilities |
36,796 |
34,779 |
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| Total current liabilities |
234,722 |
312,625 |
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| Deferred taxes |
18,651 |
19,801 |
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| Long-term portion of notes payable, net |
109,591 |
109,022 |
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| Long-term lease liabilities |
165,176 |
160,935 |
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| Other liabilities |
1,424 |
635 |
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| Total liabilities |
529,564 |
603,018 |
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| Stockholders’ equity: | ||||||
| Common stock, $0.0001 par value; December 26, 2020 - 100,000 shares authorized, 29,044 shares issued; March 28, 2020 - 100,000 shares authorized, 28,880 shares issued |
3 |
3 |
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| Preferred stock, $0.0001 par value; 10,000 shares authorized, no shares issued or outstanding |
— |
— |
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| Additional paid-in capital |
175,865 |
169,249 |
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| Retained earnings |
188,475 |
153,641 |
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| Less: Common stock held in treasury, at cost, 93 and 71 shares at December 26, 2020 and March 28, 2020, respectively |
(1,735) |
(1,200) |
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| Total stockholders’ equity |
362,608 |
321,693 |
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| Total liabilities and stockholders’ equity | $ |
892,172 |
$ |
924,711 |
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Boot Barn Holdings, Inc. Consolidated Statements of Operations (In thousands, except per share data) (Unaudited) |
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| Thirteen Weeks Ended | Thirty-Nine Weeks Ended | |||||||||||
| December 26, | December 28, | December 26, | December 28, | |||||||||
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2020 |
2019 |
2020 |
2019 |
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| Net sales | $ |
302,338 |
$ |
283,997 |
$ |
634,619 |
$ |
656,947 |
||||
| Cost of goods sold |
195,529 |
186,961 |
432,119 |
438,417 |
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| Gross profit |
106,809 |
97,036 |
202,500 |
218,530 |
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| Selling, general and administrative expenses |
65,183 |
62,059 |
149,034 |
154,558 |
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| Income from operations |
41,626 |
34,977 |
53,466 |
63,972 |
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| Interest expense, net |
2,303 |
3,155 |
7,327 |
10,369 |
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| Other income, net |
152 |
37 |
294 |
51 |
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| Income before income taxes |
39,475 |
31,859 |
46,433 |
53,654 |
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| Income tax expense |
9,909 |
7,040 |
11,599 |
11,434 |
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| Net income | $ |
29,566 |
$ |
24,819 |
$ |
34,834 |
$ |
42,220 |
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| Earnings per share: | ||||||||||||
| Basic shares | $ |
1.02 |
$ |
0.87 |
$ |
1.21 |
$ |
1.48 |
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| Diluted shares | $ |
1.00 |
$ |
0.85 |
$ |
1.19 |
$ |
1.45 |
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| Weighted average shares outstanding: | ||||||||||||
| Basic shares |
28,912 |
28,665 |
28,866 |
28,516 |
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| Diluted shares |
29,581 |
29,367 |
29,275 |
29,188 |
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Boot Barn Holdings, Inc. Consolidated Statements of Cash Flows (In thousands) (Unaudited) |
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| Thirty-Nine Weeks Ended | ||||||
| December 26, | December 28, | |||||
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2020 |
2019 |
|||||
| Cash flows from operating activities | ||||||
| Net income | $ |
34,834 |
$ |
42,220 |
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| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
| Depreciation |
17,919 |
15,384 |
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| Stock-based compensation |
5,011 |
3,326 |
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| Amortization of intangible assets |
67 |
127 |
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| Amortization of right-of-use assets |
25,342 |
22,899 |
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| Amortization of debt issuance fees and debt discount |
663 |
725 |
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| Loss on disposal of property and equipment |
23 |
389 |
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| Loss/(gain) on adjustment of right-of-use assets and lease liabilities |
295 |
(186) |
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| Store impairment charge |
384 |
— |
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| Deferred taxes |
(1,150) |
(736) |
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| Changes in operating assets and liabilities, net of acquisition: | ||||||
| Accounts receivable, net |
4,242 |
290 |
||||
| Inventories |
42,709 |
(32,257) |
||||
| Prepaid expenses and other current assets |
(818) |
(1,885) |
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| Other assets |
(687) |
(559) |
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| Accounts payable |
9,753 |
17,063 |
||||
| Accrued expenses and other current liabilities |
42,219 |
31,929 |
||||
| Other liabilities |
789 |
396 |
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| Operating leases |
(24,991) |
(22,324) |
||||
| Net cash provided by operating activities | $ |
156,604 |
$ |
76,801 |
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| Cash flows from investing activities | ||||||
| Purchases of property and equipment | $ |
(20,508) |
$ |
(27,550) |
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| Acquisition of business, net of cash acquired |
— |
(3,688) |
||||
| Insurance recoveries for property and equipment |
— |
717 |
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| Net cash used in investing activities | $ |
(20,508) |
$ |
(30,521) |
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| Cash flows from financing activities | ||||||
| (Payments)/Borrowings on line of credit - net | $ |
(129,900) |
$ |
45,000 |
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| Repayments on debt and finance lease obligations |
(487) |
(65,456) |
||||
| Debt issuance fees paid |
— |
(1,221) |
||||
| Tax withholding payments for net share settlement |
(535) |
(483) |
||||
| Proceeds from the exercise of stock options |
1,605 |
4,712 |
||||
| Net cash used in financing activities | $ |
(129,317) |
$ |
(17,448) |
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| Net increase in cash and cash equivalents |
6,779 |
28,832 |
||||
| Cash and cash equivalents, beginning of period |
69,563 |
16,614 |
||||
| Cash and cash equivalents, end of period | $ |
76,342 |
$ |
45,446 |
||
| Supplemental disclosures of cash flow information: | ||||||
| Cash paid for income taxes | $ |
3,684 |
$ |
8,139 |
||
| Cash paid for interest | $ |
6,731 |
$ |
9,472 |
||
| Supplemental disclosure of non-cash activities: | ||||||
| Unpaid purchases of property and equipment | $ |
3,703 |
$ |
2,659 |
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Boot Barn Holdings, Inc. Store Count |
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| Quarter Ended | Quarter Ended | Quarter Ended | Quarter Ended | Quarter Ended | Quarter Ended | Quarter Ended | Quarter Ended | ||||||||
| December 26, | September 26, | June 27, | March 28, | December 28, | September 28, | June 29, | March 30, | ||||||||
|
2020 |
|
2020 |
|
2020 |
|
2020 |
|
2019 |
|
2019 |
|
2019 |
|
2019 |
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| Store Count (BOP) |
265 |
264 |
259 |
251 |
248 |
240 |
240 |
234 |
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| Opened/Acquired |
1 |
1 |
5 |
8 |
3 |
8 |
1 |
6 |
|||||||
| Closed |
— |
— |
— |
— |
— |
— |
(1) |
— |
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| Store Count (EOP) |
266 |
265 |
264 |
259 |
251 |
248 |
240 |
240 |
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Boot Barn Holdings, Inc. Selected Store Data |
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| Thirteen Weeks Ended | |||||||||||||||||||||||||
| December 26, | September 26, | June 27, | March 28, | December 28, | September 28, | June 29, | March 30, | ||||||||||||||||||
|
2020 |
|
|
2020 |
|
|
2020 |
|
|
2020 |
|
|
2019 |
|
|
2019 |
|
|
2019 |
|
|
2019 |
||||
| Selected Store Data: | |||||||||||||||||||||||||
| Same Store Sales growth/(decline) |
4.6 |
% |
(5.1) |
% |
(14.9) |
% |
(4.7) |
% |
6.7 |
% |
7.8 |
% |
9.4 |
% |
8.7 |
% |
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| Stores operating at end of period |
266 |
265 |
264 |
259 |
251 |
248 |
240 |
240 |
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| Total retail store square footage, end of period (in thousands) |
2,787 |
2,779 |
2,770 |
2,722 |
2,639 |
2,616 |
2,537 |
2,539 |
|||||||||||||||||
| Average store square footage, end of period |
10,477 |
10,486 |
10,491 |
10,508 |
10,514 |
10,549 |
10,570 |
10,580 |
|||||||||||||||||
| Average net sales per store (in thousands) | $ |
563 |
$ |
565 |
$ |
410 |
$ |
590 |
$ |
903 |
$ |
635 |
$ |
660 |
$ |
666 |
|||||||||
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Debt Covenant EBITDA Reconciliation (Unaudited) |
|||||||||||||||
| Thirteen Weeks Ended | |||||||||||||||
| December 26, 2020 |
September 26, 2020 |
June 27, 2020 |
March 28, 2020 |
December 28, 2019 |
|||||||||||
| Boot Barn's Net Income/(Loss) | $ |
29,566 |
$ |
5,758 |
$ |
(490) |
$ |
5,729 |
$ |
24,819 |
|||||
| Income tax expense/(benefit) |
9,909 |
1,979 |
(289) |
930 |
7,040 |
||||||||||
| Interest expense, net |
2,303 |
2,383 |
2,641 |
2,941 |
3,155 |
||||||||||
| Depreciation and intangible asset amortization |
5,994 |
6,282 |
5,710 |
5,872 |
5,682 |
||||||||||
| Boot Barn's EBITDA | $ |
47,772 |
$ |
16,402 |
$ |
7,572 |
$ |
15,472 |
$ |
40,696 |
|||||
| Non-cash stock-based compensation (a) | $ |
1,482 |
$ |
1,705 |
$ |
1,824 |
$ |
1,582 |
$ |
1,181 |
|||||
| Non-cash accrual for future award redemptions (b) |
697 |
372 |
(302) |
(447) |
575 |
||||||||||
| (Gain)/loss on disposal of assets (c) |
(19) |
46 |
(4) |
28 |
377 |
||||||||||
| Loss on adjustment of right-of-use assets and lease liabilities (d) |
- |
295 |
- |
- |
7 |
||||||||||
| Store impairment charge (e) |
- |
384 |
- |
191 |
- |
||||||||||
| Boot Barn's Adjusted EBITDA | $ |
49,932 |
$ |
19,204 |
$ |
9,090 |
$ |
16,826 |
$ |
42,836 |
|||||
| Additional adjustments (f) |
165 |
1,115 |
1,590 |
2,269 |
1,404 |
||||||||||
| Consolidated EBITDA per Loan Agreements | $ |
50,097 |
$ |
20,319 |
$ |
10,680 |
$ |
19,095 |
$ |
44,240 |
|||||
| (a) Represents non-cash compensation expenses related to stock options, restricted stock units and performance share 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) Represents (gain)/loss on disposal of assets. | |||||||||||||||
| (d) Represents loss on adjustment of right-of-use assets and lease liabilities. | |||||||||||||||
| (e) Represents store impairment charges recorded in order to reduce the carrying amount of the assets to their estimated fair values. | |||||||||||||||
| (f) Adjustments to Boot Barn's Adjusted EBITDA as provided in the 2015 Golub Term Loan and June 2015 Wells Fargo Revolver include pre-opening costs, franchise and state taxes, and other miscellaneous adjustments. | |||||||||||||||
Contacts
Investors:
ICR, Inc.
Brendon Frey, 203-682-8216
BootBarnIR@icrinc.com
or
Media:
Boot Barn Holdings, Inc.
Jim Watkins, 949-453-4428
Senior Vice President, Finance & Investor Relations
BootBarnIRMedia@bootbarn.com