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Asset Acquisition and Business Combination | 12 Months Ended
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Mar. 28, 2020
Asset Acquisition and Business Combination |
Asset Acquisition and Business Combination | 3. Asset Acquisitions and Business Combinations Asset Acquisitions Drysdales, Inc. On July 3, 2018, Boot Barn, Inc. completed the acquisition of assets from Drysdales, Inc. (“Drysdales”), a retailer with two stores in Tulsa, Oklahoma. As part of the transaction, Boot Barn, Inc. purchased the inventory, entered into new leases with the stores’ landlord, offered employment to the Drysdales team at both store locations and assumed certain customer credits. The primary reason for the acquisition of Drysdales was to further expand the Company’s retail operations in Oklahoma. The cash consideration paid was $3.8 million. In allocating the purchase price, the Company recorded all assets acquired and liabilities assumed at fair value. As the acquisition did not meet the definition of a business combination under FASB ASC Topic 805, Business Combinations, the Company accounted for the transaction as an asset acquisition. In an asset acquisition, goodwill is not recognized, but rather any excess consideration transferred over the fair value of the net assets acquired is allocated on a relative fair value basis to the identifiable net assets. The Company determined the estimated fair values using Level 3 inputs after review and consideration of relevant information, including quoted market prices and estimates made by management. The inventory was valued using the comparative sales method and the customer credits were valued using the cost approach. Based on the fair value analysis of the net assets acquired and liabilities assumed, the inventory was valued at $4.2 million, and the customer credits were valued at $0.4 million. Wood’s Boots On September 11, 2017, Boot Barn, Inc., a wholly owned subsidiary of the Company, completed the acquisition of assets from Wood’s Boots, a four-store family-owned retailer with stores in Midland and Odessa, Texas. As part of the transaction, Boot Barn, Inc. purchased the inventory, entered into new leases with the stores’ landlord, offered employment to the Wood’s Boots team at all four store locations and assumed certain customer credits. The cash consideration paid was $2.7 million. In allocating the purchase price, the Company recorded all assets acquired and liabilities assumed at fair value. As the acquisition did not meet the definition of a business combination under FASB ASC Topic 805, Business Combinations, the Company accounted for the transaction as an asset acquisition. In an asset acquisition, goodwill is not recognized, but rather any excess consideration transferred over the fair value of the net assets acquired is allocated on a relative fair value basis to the identifiable net assets. The Company determined the estimated fair values using Level 3 inputs after review and consideration of relevant information, including quoted market prices and estimates made by management. The inventory was valued using the comparative sales method. Based on the fair value analysis of the net assets acquired and liabilities assumed, the inventory was valued at $2.8 million, and the customer credits were valued at less than $0.1 million. Business Combinations G.&L. Clothing, Inc. On August 26, 2019, Boot Barn, Inc. completed the acquisition of G.&L. Clothing, Inc. (“G.&L. Clothing”), an individually-owned retailer operating one store in Des Moines, Iowa. As part of the transaction, Boot Barn, Inc. purchased the inventory, entered into new leases with the store’s landlord and offered employment to the G.&L. Clothing team. The primary reason for the acquisition of G.&L. Clothing was to further expand the Company’s retail operations in Iowa. The cash consideration paid for the acquisition was $3.7 million. In allocating the purchase price, the Company recorded all assets acquired and liabilities assumed at fair value. The total fair value of consideration transferred for the acquisition was allocated to the net tangible and intangible assets based upon their estimated fair values as of the date of the acquisition of G.&L. Clothing. The excess of the purchase price over the net tangible and intangible assets was recorded as goodwill. The goodwill and intangible assets are deductible for income tax purposes. The Company determined the estimated fair values using Level 3 inputs after review and consideration of relevant information, including quoted market prices and estimates made by management. The inventory was valued using the comparative sales method. Property and equipment, net, customer list and merchandise credits and other current liabilities were valued under either the cost or income approach. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date based on the purchase price allocation: ​
​ | ​ | ​ | ​
(in thousands) |  | At August 26, 2019
Assets acquired: | ​ | ​ | ​
Inventory |  | $ | 2,361
Property & equipment, net | ​ | ​ | 64
Customer list | ​ | ​ | 345
Right-of-use asset, net | ​ | ​ | 1,946
Goodwill | ​ | ​ | 1,644
Total assets acquired | ​ | $ | 6,360
​ | ​ | ​ | ​
Liabilities assumed: | ​ |  |
Merchandise credits and other current liabilities | ​ | $ | 169
Short-term lease liability | ​ | ​ | 129
Long-term lease liability | ​ | ​ | 2,374
Total liabilities assumed | ​ | ​ | 2,672
Net assets acquired | ​ | $ | 3,688
​ Lone Star Western & Casual LLC On April 24, 2018, Boot Barn, Inc. completed the acquisition of Lone Star Western & Casual LLC (“Lone Star”), an individually owned retail company with three stores in Waxahachie, Corsicana and Athens, Texas. As part of the transaction, Boot Barn, Inc. purchased the inventory, entered into new leases with the stores’ landlord and offered employment to the Lone Star team at all three store locations. The primary reason for the acquisition of Lone Star was to further expand the Company’s retail operations in Texas. The cash consideration paid for the acquisition was $4.4 million. In allocating the purchase price, the Company recorded all assets acquired and liabilities assumed at fair value. The total fair value of consideration transferred for the acquisition was allocated to the net tangible and intangible assets based upon their estimated fair values as of the date of the acquisition of Lone Star. The excess of the purchase price over the net tangible and intangible assets was recorded as goodwill. The goodwill and intangible assets are deductible for income tax purposes. The Company determined the estimated fair values using Level 3 inputs after review and consideration of relevant information, including quoted market prices and estimates made by management. The inventory was valued using the comparative sales method. Property and equipment, net, below and above-market leases and customer credits were valued under either the cost or income approach. The following table summarizes the estimated fair values of the assets acquired and liabilities assumed as of the acquisition date based on the purchase price allocation: ​
​ | ​ | ​ | ​
| ​ | At June 30, 2018
​ |  | (in thousands)
Assets acquired: | ​ | ​ | ​
Inventory |  | $ | 1,872
Property & equipment, net | ​ | ​ | 42
Below-market lease | ​ | ​ | 92
Goodwill | ​ | ​ | 2,763
Total assets acquired | ​ | $ | 4,769
​ | ​ | ​ | ​
Liabilities assumed: | ​ |  |
Other liability - merchandise credits | ​ | $ | 69
Above-market lease | ​ | ​ | 276
Total liabilities assumed | ​ | ​ | 345
Net Assets acquired | ​ | $ | 4,424
​ The change in the carrying amount of goodwill is as follows (in thousands): ​
​ | ​ | ​ | ​ | ​
Balance as of March 31, 2018 |  | $ | 193,095 |
Goodwill as a result of the Lone Star Acquisition | ​ |  | 2,763 | ​
Balance as of March 30, 2019 | ​ |  | 195,858 | ​
Goodwill as a result of the G.&L. Clothing Inc. Acquisition | ​ | ​ | 1,644 | ​
Balance as of March 28, 2020 | ​ | $ | 197,502 | ​
​

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 805 -URI http://asc.fasb.org/topic&trid=2303972 + Details
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