Form 8-K Boot Barn Holdings, Inc. For: Aug 07
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): August
7, 2018
Boot Barn
Holdings, Inc.
(Exact name of registrant as specified in
its charter)
|
Delaware |
001-36711 | 90-0776290 |
|
(State or other jurisdiction |
(Commission |
(I.R.S. Employer |
|
15345 Barranca Parkway, Irvine, California |
92618 |
| (Address of principal executive offices) | (Zip Code) |
(949) 453-4400
(Registrant’s telephone number, including area
code)
Not Applicable
(Former name or former address, if
changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
⊠ Emerging growth company
⊠ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act.
Item 2.02 Results of Operations and Financial Condition.
On August 7, 2018, Boot Barn Holdings, Inc. issued a press release announcing certain financial results for its fiscal quarter ended June 30, 2018. The press release is attached hereto as Exhibit 99.1.
The information provided in this Item 2.02, including Exhibit 99.1, is intended to be “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
Exhibit 99.1 Earnings press release dated August 7, 2018.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BOOT BARN HOLDINGS, INC. | |||
|
Date: |
August 7, 2018 |
By: |
/s/ Gregory V. Hackman |
|
Name: |
Gregory V. Hackman |
||
|
Title: |
Chief Financial Officer |
||
Exhibit 99.1
Boot Barn Holdings, Inc. Announces First Quarter Fiscal Year 2019 Financial Results and Increased Annual Guidance
IRVINE, Calif.--(BUSINESS WIRE)--August 7, 2018--Boot Barn Holdings, Inc. (NYSE: BOOT) today announced its financial results for the first fiscal quarter ended June 30, 2018.
Highlights for the quarter ended June 30, 2018, were as follows:
- Net sales increased 16.2% to $162.0 million.
- Same store sales increased 11.6%.
- Net income was $6.8 million, or $0.24 per diluted share, compared to net income of $0.8 million, or $0.03 per diluted share in the prior-year period. Net income per diluted share in the first quarter of fiscal 2019 includes approximately $0.09 per share of tax benefit related to stock option exercises.
- Added 6 stores through new openings and acquisitions.
Jim Conroy, Chief Executive Officer, commented, “We are encouraged by our very strong start to fiscal 2019 as sales, merchandise margin, and earnings per share were up significantly year-over-year and outperformed our guidance. Same store sales increased 11.6%, in line with our prior quarter. We expanded our merchandise margin in the quarter by 140 basis points, driven by more full-price selling and increased exclusive brand penetration. I am equally pleased that the positive momentum in the business continued in July.”
Operating Results for the First Quarter Ended June 30, 2018
- Net sales increased 16.2% to $162.0 million from $139.4 million in the prior-year period. The increase in net sales was driven by an 11.6% increase in same store sales and the sales contribution from the addition of 14 stores over the past twelve months.
- Gross profit was $51.4 million, or 31.8% of net sales, compared to $41.4 million, or 29.7% of net sales in the prior-year period. Gross profit increased primarily due to increased sales and an increase in merchandise margin rate. Gross profit rate increased primarily from a 140 basis point increase in merchandise margin rate and 70 basis points of leverage in buying and occupancy costs. The higher merchandise margin was driven by more full-price selling and increased exclusive brand penetration.
- Selling, general and administrative expense was $41.6 million, or 25.7% of net sales, compared to $36.5 million, or 26.2% of net sales in the prior-year period. Selling, general and administrative expenses increased primarily as a result of increased sales, higher compensation expense and additional costs for both new and acquired stores. Selling, general and administrative expenses as a percentage of sales decreased as a result of expense leverage on higher sales.
- Income from operations was $9.8 million, or 6.1% of net sales, compared to $4.9 million, or 3.5% of net sales in the prior-year period.
- Net income was $6.8 million, or $0.24 per diluted share, compared to $0.8 million, or $0.03 per diluted share in the prior-year period. Net income per diluted share in the first quarter of fiscal 2019 includes approximately $0.09 per share of tax benefit related to stock option exercises.
- Added 6 stores through new openings and acquisitions, bringing the total count at quarter-end to 230 stores (net of two store closures) in 31 states.
Balance Sheet Highlights as of June 30, 2018
- Cash of $7.4 million.
- Average inventory per store decreased 1.6% on a same store basis compared to July 1, 2017.
- Total net debt of $204.2 million, including $30.7 million drawn under the revolving credit facility.
Fiscal Year 2019 Outlook
For the fiscal year ending March 30, 2019, the Company now expects:
- To add 23 new stores, including the 6 stores added in the first quarter.
- Same store sales growth of mid-single digits.
- Income from operations between $54.0 million and $57.9 million compared to the Company’s prior outlook of $52.5 million and $56.5 million.
- Interest expense of $17.0 million to $18.0 million.
- Net income of $29.9 million to $32.8 million, compared to the Company’s prior outlook of $26.2 million to $29.2 million.
- Net income per diluted share of $1.04 to $1.14 based on 28.8 million weighted average diluted shares outstanding, compared to the Company’s prior outlook of $0.92 to $1.02.
For the fiscal second quarter ending September 29, 2018, the Company expects:
- Same store sales growth of high single digits.
- Net income per diluted share of $0.07 to $0.09 based on 28.8 million weighted average diluted shares outstanding.
Conference Call Information
A conference call to discuss the financial results for the first quarter of fiscal year 2019 is scheduled for today, August 7, 2018, at 4:30 p.m. ET (1:30 p.m. PT). Investors and analysts interested in participating in the call are invited to dial (866) 548-4713. 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 September 7, 2018, by dialing (844) 512-2921 (domestic) or (412) 317-6671 (international) and entering the conference identification number: 1335864. 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 232 stores in 31 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: 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.
| Boot Barn Holdings, Inc. | ||||||
| Consolidated Balance Sheets | ||||||
|
(In thousands, except per share data) |
||||||
|
(Unaudited) |
||||||
| June 30, | March 31, | |||||
| 2018 | 2018 | |||||
| Assets | ||||||
| Current assets: | ||||||
| Cash and cash equivalents | $ | 7,374 | $ | 9,016 | ||
| Accounts receivable, net | 5,440 | 4,389 | ||||
| Inventories | 204,434 | 211,472 | ||||
| Prepaid expenses and other current assets | 17,452 | 16,250 | ||||
| Total current assets | 234,700 | 241,127 | ||||
| Property and equipment, net | 93,180 | 89,208 | ||||
| Goodwill | 195,858 | 193,095 | ||||
| Intangible assets, net | 63,297 | 63,383 | ||||
| Other assets | 1,127 | 1,128 | ||||
| Total assets | $ | 588,162 | $ | 587,941 | ||
| Liabilities and stockholders’ equity | ||||||
| Current liabilities: | ||||||
| Line of credit | $ | 30,737 | $ | 21,006 | ||
| Accounts payable | 77,807 | 89,958 | ||||
| Accrued expenses and other current liabilities | 39,373 | 40,034 | ||||
|
Total current liabilities |
147,917 | 150,998 | ||||
| Deferred taxes | 13,424 | 13,030 | ||||
| Long-term portion of notes payable, net | 173,462 | 183,200 | ||||
| Capital lease obligation | 7,165 | 7,303 | ||||
| Other liabilities | 19,483 | 18,804 | ||||
| Total liabilities | 361,451 | 373,335 | ||||
| Stockholders’ equity: | ||||||
| Common stock, $0.0001 par value; June 30, 2018 - 100,000 shares authorized, 28,040 shares issued; March 31, 2018 - 100,000 shares authorized, 27,331 shares issued | 3 | 3 | ||||
| Preferred stock, $0.0001 par value; 10,000 shares authorized, no shares issued or outstanding |
- |
- |
||||
| Additional paid-in capital | 153,777 | 148,127 | ||||
| Retained earnings | 73,431 | 66,670 | ||||
| Less: Common stock held in treasury, at cost, 45 and 31 shares at June 30, 2018 and March 31, 2018, respectively | (500) | (194) | ||||
| Total stockholders’ equity | 226,711 | 214,606 | ||||
| Total liabilities and stockholders’ equity | $ | 588,162 | $ | 587,941 | ||
| Boot Barn Holdings, Inc. | ||||||
| Consolidated Statements of Operations | ||||||
|
(In thousands, except per share data) |
||||||
|
(Unaudited) |
||||||
| Thirteen Weeks Ended | ||||||
| June 30, | July 1, | |||||
| 2018 | 2017 | |||||
| Net sales | $ | 161,984 | $ | 139,379 | ||
| Cost of goods sold | 110,537 | 97,987 | ||||
| Gross profit | 51,447 | 41,392 | ||||
| Selling, general and administrative expenses | 41,618 | 36,451 | ||||
| Income from operations | 9,829 | 4,941 | ||||
| Interest expense, net | 4,100 | 3,658 | ||||
| Income before income taxes | 5,729 | 1,283 | ||||
| Income tax (benefit)/expense | (1,032) | 506 | ||||
| Net income | $ | 6,761 | $ | 777 | ||
| Earnings per share: | ||||||
| Basic shares | $ | 0.24 | $ | 0.03 | ||
| Diluted shares | $ | 0.24 | $ | 0.03 | ||
| Weighted average shares outstanding: | ||||||
| Basic shares | 27,604 | 26,559 | ||||
| Diluted shares | 28,542 | 26,969 | ||||
| Boot Barn Holdings, Inc. | ||||||||
| Consolidated Statements of Cash Flows | ||||||||
|
(In thousands) |
||||||||
|
(Unaudited) |
||||||||
| Thirteen Weeks Ended | ||||||||
| June 30, | July 1, | |||||||
| 2018 | 2017 | |||||||
| Cash flows from operating activities | ||||||||
| Net income | $ | 6,761 | $ | 777 | ||||
| Adjustments to reconcile net income to net cash provided by/(used in) operating activities: | ||||||||
| Depreciation | 4,238 | 3,751 | ||||||
| Stock-based compensation | 612 | 575 | ||||||
| Amortization of intangible assets | 193 | 362 | ||||||
| Amortization of debt issuance fees and debt discount | 305 | 289 | ||||||
| Loss on disposal of property and equipment |
- |
14 | ||||||
| Store impairment charge | 213 |
- |
||||||
| Deferred taxes | 394 | 564 | ||||||
| Changes in operating assets and liabilities, net of acquisition: | ||||||||
| Accounts receivable, net | (1,051 | ) | 210 | |||||
| Inventories | 8,910 | (3,247 | ) | |||||
| Prepaid expenses and other current assets | (1,245 | ) | (1,296 | ) | ||||
| Other assets | (14 | ) | (16 | ) | ||||
| Accounts payable | (13,468 | ) | (16,922 | ) | ||||
| Accrued expenses and other current liabilities | (745 | ) | (113 | ) | ||||
| Other liabilities | 403 | 737 | ||||||
| Net cash provided by/(used in) operating activities | $ | 5,506 | $ | (14,315 | ) | |||
| Cash flows from investing activities | ||||||||
| Purchases of property and equipment | $ | (7,064 | ) | $ | (5,258 | ) | ||
| Acquisition of business, net of cash acquired | (4,424 | ) |
- |
|||||
| Net cash used in investing activities | $ | (11,488 | ) | $ | (5,258 | ) | ||
| Cash flows from financing activities | ||||||||
| Borrowings on line of credit - net | $ | 9,731 | $ | 29,545 | ||||
| Repayments on debt and capital lease obligations | (10,123 | ) | (10,105 | ) | ||||
| Debt issuance fees paid |
- |
(519 | ) | |||||
| Tax withholding payments for net share settlement | (306 | ) | (78 | ) | ||||
| Proceeds from the exercise of stock options | 5,038 |
- |
||||||
| Net cash provided by financing activities | $ | 4,340 | $ | 18,843 | ||||
| Net decrease in cash and cash equivalents | (1,642 | ) | (730 | ) | ||||
| Cash and cash equivalents, beginning of period | 9,016 | 8,035 | ||||||
| Cash and cash equivalents, end of period | $ | 7,374 | $ | 7,305 | ||||
| Supplemental disclosures of cash flow information: | ||||||||
| Cash paid for income taxes | $ | 240 | $ | 308 | ||||
| Cash paid for interest | $ | 3,769 | $ | 3,384 | ||||
| Supplemental disclosure of non-cash activities: | ||||||||
| Unpaid purchases of property and equipment | $ | 2,559 | $ | 2,086 | ||||
| Boot Barn Holdings, Inc. | ||||||||||||||||
| Store Count | ||||||||||||||||
| Fiscal Year Ended | Fiscal Year Ended | Fiscal Year Ended | Fiscal Year Ended | Quarter Ended | ||||||||||||
| March 28, | March 26, | April 1, | March 31, | June 30, | ||||||||||||
| 2015 | 2016 | 2017 | 2018 | 2018 | ||||||||||||
| Store Count (BOP) | 152 | 169 | 208 | 219 | 226 | |||||||||||
| Opened/Acquired | 18 | 47 | 12 | 9 | 6 | |||||||||||
| Closed Boot Barn Stores | (1 | ) | (2 | ) | (1 | ) | (2 | ) | (2 | ) | ||||||
| Closed Sheplers Stores |
- |
(6 | ) |
- |
- |
- |
||||||||||
| Store Count (EOP) | 169 | 208 | 219 | 226 | 230 | |||||||||||
| Debt Covenant EBITDA Reconciliation | ||||||||||||||||||
|
(Unaudited) |
||||||||||||||||||
| Thirteen Weeks Ended | ||||||||||||||||||
| June 30, | March 31, | December 30, | September 30, | July 1, | ||||||||||||||
| 2018 | 2018 | 2017 | 2017 | 2017 | ||||||||||||||
| Boot Barn's Net income | $ | 6,761 | $ | 6,855 | $ | 20,149 | $ | 1,098 | $ | 777 | ||||||||
| Income tax (benefit)/expense | (1,032 | ) | 619 | 425 | 751 | 506 | ||||||||||||
| Interest expense, net | 4,100 | 3,808 | 3,821 | 3,789 | 3,658 | |||||||||||||
| Depreciation and intangible asset amortization | 4,431 | 4,610 | 4,263 | 4,142 | 4,113 | |||||||||||||
| Boot Barn's EBITDA | $ | 14,260 | $ | 15,892 | $ | 28,658 | $ | 9,780 | $ | 9,054 | ||||||||
| Non-cash stock-based compensation (a) | $ | 612 | $ | 398 | $ | 597 | $ | 678 | $ | 575 | ||||||||
| Non-cash accrual for future award redemptions (b) | 22 | (120 | ) | 47 | (162 | ) | 5 | |||||||||||
| Loss on disposal of assets (c) | - | 179 | 12 | 47 | 14 | |||||||||||||
| Store impairment charge (d) | 213 | 83 | - | - | - | |||||||||||||
| Secondary offering costs (e) | 176 | 294 | - | - | - | |||||||||||||
| Boot Barn's Adjusted EBITDA | $ | 15,283 | $ | 16,726 | $ | 29,314 | $ | 10,343 | $ | 9,648 | ||||||||
| Additional adjustments (f) | 935 | 546 | 862 | 418 | 628 | |||||||||||||
| Consolidated EBITDA per Loan Agreements | $ | 16,218 | $ | 17,272 | $ | 30,176 | $ | 10,761 | $ | 10,276 | ||||||||
(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) Represents loss on disposal of assets from store closures.
(d) Represents store impairment charges recorded in order to reduce the carrying amount of the assets to their estimated fair values.
(e) Represents professional fees and expenses incurred in connection with the January 2018 and May 2018 secondary offerings.
(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.
CONTACT:
Investors:
ICR, Inc.
Brendon Frey, 203-682-8216
[email protected]
or
Media:
Boot
Barn Holdings, Inc.
Jim Watkins, 949-453-4428
Vice President,
Investor Relations
[email protected]