8-K
Boot Barn Holdings, Inc. (BOOT)
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): January 31, 2024
Boot Barn Holdings, Inc.
(Exact name of registrant as specified in its charter)
| | | |
|---|---|---|
| Delaware | 001-36711 | 90-0776290 |
| (State or other jurisdiction<br>of incorporation) | (Commission<br>File Number) | (I.R.S. Employer<br>Identification No.) |
| | |
|---|---|
| 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.
Securities registered pursuant to Section 12(b) of the Act:
| | | |
|---|---|---|
| Title of each class | Trading Symbol | Name of each exchange on which registered |
| Common Stock, $0.0001 par value | BOOT | New York Stock Exchange |
Item 2.02 Results of Operations and Financial Condition
On January 31, 2024, Boot Barn Holdings, Inc. issued a press release announcing certain financial results for its fiscal third quarter ended December 30, 2023. 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 7.01 Regulation FD Disclosure.
Boot Barn Holdings, Inc. (the “Company”) is furnishing this Current Report on Form 8-K in connection with the disclosure of information contained in a supplemental financial presentation (the “Presentation”) to be used by the Company at various meetings with institutional investors and analysts. This information may be amended or updated at any time and from time to time through another Current Report on Form 8-K or other means. A copy of the Presentation is furnished herewith as Exhibit 99.2 and is incorporated into this Item 7.01 by reference.
The information furnished in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any registration statement filed pursuant to the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing.
The Company expressly disclaims any obligation to update or revise any of the information contained in the Presentation.
The Presentation is available on the Company’s investor relations website located at investor.bootbarn.com, although the Company reserves the right to discontinue that availability at any time.
Item 9.01. Financial Statements and Exhibits.
| | |
|---|---|
| Exhibit 99.1 | Earnings press release dated January 31, 2024. |
| Exhibit 99.2 | Supplemental Financial Presentation dated January 31, 2024. |
| Exhibit 104 | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. |
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: January 31, 2024 | By: | /s/ James M. Watkins |
| | | Name: James M. Watkins |
| | | Title: Chief Financial Officer and Secretary |
Exhibit 99.1
Boot Barn Holdings, Inc. Announces Third Quarter Fiscal Year 2024
Financial Results
IRVINE, California – January 31, 2024 – Boot Barn Holdings, Inc. (NYSE: BOOT) today announced its financial results for the third fiscal quarter ended December 30, 2023. A Supplemental Financial Presentation is available at investor.bootbarn.com.
For the quarter ended December 30, 2023:
| ● | Net sales increased 1.1% over the prior-year period to $520.4 million. |
|---|---|
| ● | Same store sales decreased 9.7% compared to the prior-year period, cycling 51% same store sales growth on a 2-year stack basis. The 9.7% decrease in consolidated same store sales is comprised of a decrease in retail store same store sales of 9.4% and a decrease in e-commerce same store sales of 11.5%. |
| --- | --- |
| ● | Net income was $55.6 million, or $1.81 per diluted share, compared to $52.8 million, or $1.74 per diluted share in the prior-year period. |
| --- | --- |
| ● | The Company opened 11 new stores, bringing its total store count to 382. |
| --- | --- |
Jim Conroy, President and Chief Executive Officer, commented “I am pleased with our third quarter performance. We added 11 new stores and were able to maintain our consistent track record of delivering growth. Excluding three quarters in calendar 2020 that were impacted by the pandemic, the third quarter marks our 38th consecutive quarter of year-over-year sales growth since our IPO in 2014, nearly ten years ago. Our top line was driven by the sales from the 49 new stores opened over the past 12 months, which more than offset a 9.7% decline in same store sales. We also grew earnings compared to last year through a combination of sales growth, disciplined expense control and an increase in merchandise margin, which benefited from improved freight. These results underscore the strength of the Boot Barn business model and are a testament to solid execution across the organization.”
Operating Results for the Third Quarter Ended December 30, 2023 Compared to the Third Quarter Ended December 24, 2022
| ● | Net sales increased 1.1% to $520.4 million from $514.6 million in the prior-year period. Consolidated same store sales decreased 9.7% with retail store same store sales decreasing 9.4% and e-commerce same store sales decreasing 11.5%. The increase in net sales was the result of the incremental sales from new stores opened over the past twelve months, partially offset by the decrease in consolidated same store sales. |
|---|---|
| ● | Gross profit was $199.1 million, or 38.3% of net sales, compared to $187.8 million, or 36.5% of net sales, in the prior-year period. Gross profit increased primarily due to merchandise margin expansion and sales growth. The increase in gross profit rate of 180 basis points was driven primarily by a 300 basis-point increase in merchandise margin rate partially offset by 120 basis points of deleverage in buying, occupancy and distribution center costs. The increase in merchandise margin rate was driven by a 250 basis-point improvement in freight expense as a percentage of net sales and 50 basis points of product margin expansion resulting primarily from lower promotional activity and growth in exclusive brand penetration. The deleverage in buying, occupancy and distribution center costs was driven primarily by the occupancy costs of 49 new stores and operating costs related to the new Kansas City distribution center. |
| --- | --- |
1
| ● | Selling, general and administrative expenses were $124.0 million, or 23.8% of net sales, compared to $115.3 million, or 22.4% of net sales, in the prior-year period. The increase in selling, general and administrative expenses as compared to the prior-year period was primarily a result of higher general and administrative expenses, store payroll associated with operating 49 new stores and other operating expenses in the current year. Selling, general and administrative expenses as a percentage of net sales increased by 140 basis points primarily as a result of higher overhead, payroll and other operating expenses. |
|---|---|
| ● | Income from operations increased $2.6 million to $75.1 million, or 14.4% of net sales, compared to $72.5 million, or 14.1% of net sales, in the prior-year period, primarily due to the factors noted above. |
| --- | --- |
| ● | Net income was $55.6 million, or $1.81 per diluted share, compared to net income of $52.8 million, or $1.74 per diluted share in the prior-year period. The increase in net income is primarily attributable to the factors noted above. |
| --- | --- |
Operating Results for the Nine Months Ended December 30, 2023 Compared to the Nine Months Ended December 24, 2022
| ● | Net sales increased 3.8% to $1.279 billion from $1.232 billion in the prior-year period. Consolidated same store sales decreased 6.3% with retail store same store sales decreasing 5.6% and e-commerce same store sales decreasing 11.4%. The increase in net sales was the result of the incremental sales from new stores opened over the past twelve months, partially offset by the decrease in consolidated same store sales. |
|---|
| ● | Gross profit was $475.0 million, or 37.2% of net sales, compared to $454.7 million, or 36.9% of net sales, in the prior-year period. Gross profit increased primarily due to sales growth and merchandise margin expansion. The increase in gross profit rate of 30 basis points was driven primarily by a 170 basis-point increase in merchandise margin rate, partially offset by 140 basis points of deleverage in buying, occupancy and distribution center costs. The increase in merchandise margin rate was driven by a 120 basis-point improvement in freight expense as a percentage of net sales and 50 basis points of product margin expansion resulting primarily from growth in exclusive brand penetration. The deleverage in buying, occupancy and distribution center costs was driven primarily by the occupancy costs of 49 new stores and operating costs related to the new Kansas City distribution center. |
|---|
| ● | Selling, general and administrative expenses were $315.0 million, or 24.6% of net sales, compared to $285.7 million, or 23.2% of net sales, in the prior-year period. The increase in selling, general and administrative expenses as compared to the prior-year period was primarily a result of higher store payroll and store-related expenses associated with operating 49 new stores and general and administrative expenses in the current year. Selling, general and administrative expenses as a percentage of net sales increased by 140 basis points primarily as a result of higher payroll and overhead costs. |
|---|
| ● | Income from operations decreased $9.1 million to $160.0 million, or 12.5% of net sales, compared to $169.1 million, or 13.7% of net sales, in the prior-year period, primarily due to the factors noted above. |
|---|
| ● | Net income was $117.6 million, or $3.84 per diluted share, compared to net income of $124.1 million, or $4.09 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 tax benefit, primarily due to income tax accounting for share-based compensation, partially offset by changes to state tax rates. Net income per diluted share in the prior-year period includes an approximately $0.03 per share tax benefit, primarily due to income tax accounting for share-based compensation. Excluding these net tax effects, net income per diluted share was $3.83 in the current-year period, compared to $4.06 in the prior-year period. |
|---|
2
Sales by Channel
The following table includes total net sales growth, same store sales (“SSS”) growth/(decline) and e-commerce as a percentage of net sales for the periods indicated below.
| | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | **** | Thirteen Weeks | **** | **** | | **** | | **** | | **** | **** | Preliminary | **** |
| | | Ended | | | Four Weeks | | Four Weeks | | Five Weeks | | | Four Weeks | **** |
| | | December 30, 2023 | | | Fiscal October | | Fiscal November | | Fiscal December | | | Fiscal January | **** |
| | | | | | | | | | | | | | |
| Total Net Sales Growth | 1.1 | % | | 3.0 | % | 4.2 | % | (1.2) | % | | (14.8) | % * | |
| | | | | | | | | | | | | | |
| Retail Stores SSS | (9.4) | % | | (8.8) | % | (11.5) | % | (8.5) | % | | (7.4) | % | |
| E-commerce SSS | (11.5) | % | | (16.8) | % | (15.1) | % | (8.4) | % | | (12.9) | % | |
| Consolidated SSS | (9.7) | % | | (9.7) | % | (11.9) | % | (8.5) | % | | (8.1) | % | |
| | | | | | | | | | | | | | |
| E-commerce as a % of Net Sales | 13.0 | % | | 9.7 | % | 10.4 | % | 16.1 | % | | 11.9 | % | |
| | | | | | | | | | | | | | |
*Last year’s fiscal January included the week after Christmas, which is a high-sales volume week. In the current year, the week after Christmas was included in the third fiscal quarter.
Balance Sheet Highlights as of December 30, 2023
| ● | Cash of $107 million. |
|---|---|
| ● | Zero drawn under our $250 million revolving credit facility. |
| --- | --- |
| ● | Average inventory per store decreased approximately 1% on a same store basis compared to December 24, 2022. |
| --- | --- |
Fiscal Year 2024 Outlook
The Company is providing updated guidance for the fiscal year ending March 30, 2024, superseding in its entirety the previous guidance issued in its second quarter earnings report on November 2, 2023. As a result, for the fiscal year ending March 30, 2024, the Company now expects:
| ● | To open 52 new stores. |
|---|---|
| ● | Total sales of $1.654 billion to $1.664 billion, representing a change of (0.2)% to 0.4% over the prior year, which was a 53-week year. |
| --- | --- |
| ● | Same store sales decline of approximately (7.0)% to (6.3)%, with retail store same store sales declines of (6.3)% to (5.5)% and an e-commerce same store sales decline of (11.7)%. |
| --- | --- |
| ● | Gross profit between $605.7 million and $610.6 million, or approximately 36.6% to 36.7% of sales. Gross profit reflects an estimated 170 basis-point increase in merchandise margin, including a 130 basis-point improvement from freight expense. We anticipate 180 basis points of deleverage in buying, occupancy and distribution center costs. |
| --- | --- |
| ● | Selling, general and administrative expenses between $411.8 million and $412.7 million. This represents approximately 24.9% to 24.8% of sales. |
| --- | --- |
| ● | Income from operations between $194.0 million and $198.0 million. This represents approximately 11.7% to 11.9% of sales. |
| --- | --- |
| ● | Net income of $142.8 million to $145.8 million. |
| --- | --- |
| ● | Net income per diluted share of $4.65 to $4.75 based on 30.7 million weighted average diluted shares outstanding. |
| --- | --- |
| ● | Capital expenditures between $95 million and $105 million. |
| --- | --- |
3
For the fiscal fourth quarter ending March 30, 2024, the Company expects:
| ● | Total sales of $376 million to $386 million, representing a decline of (11.7)% to (9.3)% over the prior year, which was a 14-week quarter. |
|---|---|
| ● | Same store sales decline of approximately (9.0)% to (6.3)%, with retail store same store sales declines of (8.5)% to (5.5)% and an e-commerce same store sales decline of (13.0)%. |
| --- | --- |
| ● | Gross profit between $130.7 million and $135.6 million, or approximately 34.8% to 35.2% of sales. Gross profit reflects an estimated 160 basis-point increase in merchandise margin, including a 140 basis-point improvement from freight expense. We anticipate 310 basis points of deleverage in buying, occupancy and distribution center costs. |
| --- | --- |
| ● | Selling, general and administrative expenses between $96.7 and $97.6 million. This represents approximately 25.7% to 25.3% of sales. |
| --- | --- |
| ● | Income from operations between $34.0 million and $38.0 million. This represents approximately 9.0% to 9.8% of sales. |
| --- | --- |
| ● | Net income per diluted share of $0.82 to $0.92 based on 30.7 million weighted average diluted shares outstanding. |
| --- | --- |
Conference Call Information
A conference call to discuss the financial results for the second quarter of fiscal year 2024 is scheduled for today, January 31, 2024, 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) 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 Supplemental Financial Presentation is also available on the investor relations section of the Company’s website. A telephone replay of the call will be available until March 2, 2024, by dialing (844) 512-2921 (domestic) or (412) 317-6671 (international) and entering the conference identification number: 13744029. 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 382 stores in 44 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 4
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.
Investor Contact: ICR, Inc.
Brendon Frey, 203-682-8216
BootBarnIR@icrinc.com
or
Company Contact: Boot Barn Holdings, Inc.
Mark Dedovesh, 949-453-4489
Senior Vice President, Investor Relations & Financial Planning
BootBarnIRMedia@bootbarn.com
5
Boot Barn Holdings, Inc.
Consolidated Balance Sheets
(In thousands, except per share data)
(Unaudited)
| | | | | | | |
|---|---|---|---|---|---|---|
| | **** | December 30, | **** | April 1, | ||
| | | 2023 | **** | 2023 | ||
| Assets | | | ||||
| Current assets: | | | ||||
| Cash and cash equivalents | | $ | 107,166 | | $ | 18,193 |
| Accounts receivable, net | | 10,380 | | 13,145 | ||
| Inventories | | 563,378 | | 589,494 | ||
| Prepaid expenses and other current assets | | 54,205 | | 48,341 | ||
| Total current assets | | 735,129 | | 669,173 | ||
| Property and equipment, net | | 308,085 | | 257,143 | ||
| Right-of-use assets, net | | 366,745 | | | 326,623 | |
| Goodwill | | 197,502 | | 197,502 | ||
| Intangible assets, net | | 60,710 | | 60,751 | ||
| Other assets | | 5,334 | | 6,189 | ||
| Total assets | | $ | 1,673,505 | | $ | 1,517,381 |
| Liabilities and stockholders’ equity | | | | | | |
| Current liabilities: | | | | | | |
| Line of credit | | $ | — | | $ | 66,043 |
| Accounts payable | | 131,655 | | | 134,246 | |
| Accrued expenses and other current liabilities | | 152,704 | | 122,958 | ||
| Short-term lease liabilities | | 59,243 | | | 51,595 | |
| Total current liabilities | | 343,602 | | 374,842 | ||
| Deferred taxes | | 39,949 | | 33,260 | ||
| Long-term lease liabilities | | 375,345 | | | 330,081 | |
| Other liabilities | | 3,664 | | 2,748 | ||
| Total liabilities | | 762,560 | | | 740,931 | |
| | | | | | | |
| Stockholders’ equity: | | | | | | |
| Common stock, $0.0001 par value; December 30, 2023 - 100,000 shares authorized, 30,528 shares issued; April 1, 2023 - 100,000 shares authorized, 30,072 shares issued | | 3 | | 3 | ||
| Preferred stock, $0.0001 par value; 10,000 shares authorized, no shares issued or outstanding | | — | | — | ||
| Additional paid-in capital | | 229,322 | | 209,964 | ||
| Retained earnings | | 693,587 | | 576,030 | ||
| Less: Common stock held in treasury, at cost, 227 and 192 shares at December 30, 2023 and April 1, 2023, respectively | | (11,967) | | | (9,547) | |
| Total stockholders’ equity | | 910,945 | | 776,450 | ||
| Total liabilities and stockholders’ equity | | $ | 1,673,505 | | $ | 1,517,381 |
6
Boot Barn Holdings, Inc.
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)
| | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | **** | Thirteen Weeks Ended | **** | Thirty-Nine Weeks Ended | ||||||||
| | **** | December 30, | | December 24, | | December 30, | | December 24, | ||||
| | | 2023 | **** | 2022 | **** | 2023 | **** | 2022 | ||||
| Net sales | | $ | 520,399 | | $ | 514,553 | | $ | 1,278,550 | | $ | 1,231,954 |
| Cost of goods sold | | 321,292 | | 326,739 | | 803,564 | | 777,214 | ||||
| Gross profit | | 199,107 | | 187,814 | | 474,986 | | 454,740 | ||||
| Selling, general and administrative expenses | | 123,960 | | 115,318 | | 315,016 | | 285,669 | ||||
| Income from operations | | 75,147 | | 72,496 | | 159,970 | | 169,071 | ||||
| Interest expense | | 522 | | 2,258 | | 2,008 | | 4,345 | ||||
| Other income/(loss), net | | 351 | | 63 | | 525 | | (210) | ||||
| Income before income taxes | | 74,976 | | 70,301 | | 158,487 | | 164,516 | ||||
| Income tax expense | | 19,352 | | 17,529 | | 40,930 | | 40,372 | ||||
| Net income | | $ | 55,624 | | $ | 52,772 | | $ | 117,557 | | $ | 124,144 |
| | | | | | | | | | | | | |
| Earnings per share: | | | | | | | | | ||||
| Basic | | $ | 1.84 | | $ | 1.77 | | $ | 3.90 | | $ | 4.17 |
| Diluted | | $ | 1.81 | | $ | 1.74 | | $ | 3.84 | | $ | 4.09 |
| Weighted average shares outstanding: | | | | | | | | | ||||
| Basic | | 30,293 | | 29,813 | | 30,117 | | 29,790 | ||||
| Diluted | | 30,649 | | 30,294 | | 30,575 | | 30,340 |
7
Boot Barn Holdings, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)
| | | | | | | |
|---|---|---|---|---|---|---|
| | **** | Thirty-Nine Weeks Ended | ||||
| | | December 30, | | December 24, | ||
| | | 2023 | | 2022 | ||
| Cash flows from operating activities | | | ||||
| Net income | | $ | 117,557 | | $ | 124,144 |
| Adjustments to reconcile net income to net cash provided by operating activities: | | | | | ||
| Depreciation | | 35,801 | | 25,968 | ||
| Stock-based compensation | | 10,429 | | 9,562 | ||
| Amortization of intangible assets | | 41 | | 47 | ||
| Noncash lease expense | | 40,361 | | 35,203 | ||
| Amortization and write-off of debt issuance fees and debt discount | | 81 | | 101 | ||
| Loss on disposal of assets | | 660 | | 250 | ||
| Deferred taxes | | 6,689 | | 506 | ||
| Changes in operating assets and liabilities: | | | | | ||
| Accounts receivable, net | | 2,905 | | (4,571) | ||
| Inventories | | 26,116 | | (117,851) | ||
| Prepaid expenses and other current assets | | (5,945) | | (14,430) | ||
| Other assets | | 855 | | (3,194) | ||
| Accounts payable | | 2,588 | | 19,571 | ||
| Accrued expenses and other current liabilities | | 28,476 | | 32,785 | ||
| Other liabilities | | 916 | | 423 | ||
| Operating leases | | (27,071) | | (21,464) | ||
| Net cash provided by operating activities | | $ | 240,459 | | $ | 87,050 |
| Cash flows from investing activities | | | | | ||
| Purchases of property and equipment | | $ | (91,297) | | $ | (83,056) |
| Net cash used in investing activities | | $ | (91,297) | | $ | (83,056) |
| Cash flows from financing activities | | | | | ||
| (Payments)/Borrowings on line of credit, net | | $ | (66,043) | | $ | 30,522 |
| Repayments on debt and finance lease obligations | | (655) | | (626) | ||
| Tax withholding payments for net share settlement | | (2,420) | | (4,501) | ||
| Proceeds from the exercise of stock options | | 8,929 | | 329 | ||
| Net cash (used in)/provided by financing activities | | $ | (60,189) | | $ | 25,724 |
| | | | | | | |
| Net increase in cash and cash equivalents | | 88,973 | | 29,718 | ||
| Cash and cash equivalents, beginning of period | | 18,193 | | 20,674 | ||
| Cash and cash equivalents, end of period | | $ | 107,166 | | $ | 50,392 |
| | | | | | | |
| Supplemental disclosures of cash flow information: | | | | | ||
| Cash paid for income taxes | | $ | 45,637 | | $ | 58,324 |
| Cash paid for interest | | $ | 1,931 | | $ | 4,002 |
| Supplemental disclosure of non-cash activities: | | | | | ||
| Unpaid purchases of property and equipment | | $ | 15,427 | | $ | 27,474 |
8
Boot Barn Holdings, Inc.
Store Count
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | **** | Quarter Ended | **** | Quarter Ended | **** | Quarter Ended | **** | Quarter Ended | **** | Quarter Ended | **** | Quarter Ended | **** | Quarter Ended | **** | Quarter Ended |
| | | December 30, | | September 30, | | July 1, | | April 1, | | December 24, | | September 24, | | June 25, | | March 26, |
| | | 2023 | | 2023 | | 2023 | | 2023 | | 2022 | | 2022 | | 2022 | | 2022 |
| Store Count (BOP) | 371 | | 361 | | 345 | | 333 | | 321 | | 311 | | 300 | | 289 | |
| Opened/Acquired | 11 | | 10 | | 16 | | 12 | | 12 | | 10 | | 11 | | 11 | |
| Closed | — | | — | | — | | — | | — | | — | | — | | — | |
| Store Count (EOP) | 382 | | 371 | | 361 | | 345 | | 333 | | 321 | | 311 | | 300 |
Boot Barn Holdings, Inc.
Selected Store Data
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| | | | | | | | | | **** | | | | | | | | | | | | | | | ||
| | | Thirteen Weeks Ended | | Fourteen Weeks Ended | | Thirteen Weeks Ended | |||||||||||||||||||
| | | December 30, | | September 30, | | July 1, | | April 1, | | December 24, | | September 24, | | June 25, | | March 26, | | ||||||||
| | **** | 2023 | **** | 2023 | **** | 2023 | **** | 2023 | **** | 2022 | **** | 2022 | **** | 2022 | **** | 2022 | **** | ||||||||
| Selected Store Data: | | | | | | | | | | | | | | | | | | ||||||||
| Same Store Sales (decline)/growth | | (9.7) | % | | (4.8) | % | | (2.9) | % | | (5.5) | % | | (3.6) | % | | 2.3 | % | | 10.0 | % | | 33.3 | % | |
| Stores operating at end of period | | 382 | | 371 | | 361 | | 345 | | 333 | | 321 | | 311 | | 300 | |||||||||
| Total retail store square footage, end of period (in thousands) | | 4,153 | | 4,027 | | 3,914 | | 3,735 | | 3,598 | | 3,451 | | 3,333 | | 3,194 | |||||||||
| Average store square footage, end of period | | 10,872 | | 10,855 | | 10,841 | | 10,825 | | 10,806 | | 10,751 | | 10,717 | | 10,648 | |||||||||
| Average net sales per store (in thousands) | | $ | 1,185 | | $ | 909 | | $ | 958 | | $ | 1,088 | | $ | 1,320 | | $ | 966 | | $ | 1,031 | | $ | 1,094 | |
9
Exhibit 99.2
| 0<br>Supplemental Financial Presentation<br>January 2024<br>Offering everyone a piece of the American spirit—one handshake at a time. |
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| 1<br>Important Information<br>Forward-Looking Statements<br>This presentation contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this presentation are forward-looking statements. You can identify forward-looking statements by the fact that they generally include words such as "anticipate," "estimate," "expect," "project," "plan,“ "intend," "believe,"<br>“outlook” and other words 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<br>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<br>their perceptions of historical trends, current conditions, expected future developments and other factors they believe are appropriate under the circumstances. As you consider this presentation,<br>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.<br>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<br>changes in consumer preferences; the Company’s ability to effectively execute on its growth strategy; the Company’s failure to maintain and enhance its strong brand image, to compete<br>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<br>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<br>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<br>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<br>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<br>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 presentation after the date of this<br>presentation.<br>Industry and Market Information<br>Statements in this presentation concerning our industry and the markets in which we operate, including our general expectations and competitive position, business opportunity and market size,<br>growth and share, are based on information from independent industry organizations and other third-party sources, data from our internal research and management estimates. Management<br>estimates are derived from publicly available information and the information and data referred to above and are based on assumptions and calculations made by us based upon our<br>interpretation of such information and data. The information and data referred to above are imprecise and may prove to be inaccurate because the information cannot always be verified with<br>complete certainty due to the limitations on the availability and reliability of raw data, the voluntary nature of the data gathering process and other limitations and uncertainties. As a result,<br>please be aware that the data and statistical information in this presentation may differ from information provided by our competitors or from information found in current or future studies<br>conducted by market research institutes, consultancy firms or independent sources.<br>Recent Developments<br>Our business and opportunities for growth depend on consumer discretionary spending, and as such, our results are particularly sensitive to economic conditions and consumer confidence.<br>Inflation and other challenges affecting the global economy could impact our operations and will depend on future developments, which are uncertain. These and other effects make it more<br>challenging for us to estimate the future performance of our business, particularly over the near-to-medium term. For further discussion of the uncertainties and business risks affecting the<br>Company, see Item 1A, Risk Factors, of our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”), on May 18, 2023 (the “Fiscal 2023 10-K”). |
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| 2<br>Solid Q3 Results Despite Challenging SSS%<br>$284 $302<br>$486 $515 $520<br>Q3 '20 Q3 '21 Q3 '22 Q3 '23 Q3 '24<br>Total Sales ($M) Grew<br>6.7% 4.6%<br>54.2%<br>-3.6%<br>-9.7%<br>Q3 '20 Q3 '21 Q3 '22 Q3 '23 Q3 '24<br>Despite a Decline in SSS%<br>+50bps<br>+150bps<br>+270bps<br>(190)bps<br>+300bps<br>Q3 '20 Q3 '21 Q3 '22 Q3 '23 Q3 '24<br>Merchandise Margin Continued to Grow<br>$0.85 $1.00<br>$2.27<br>$1.74 $1.81<br>Q3 '20 Q3 '21 Q3 '22 Q3 '23 Q3 '24<br>Modest EPS Growth<br>(180)bps<br>freight<br>+250bps<br>freight |
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| 3<br>Solid Q3 Results Despite Challenging SSS%<br>$515 $520 $522 $535<br>LY Actual Low-End<br>Guidance<br>High-End<br>Guidance<br>Q3 Total Sales ($M) Q3 GAAP EPS<br>$1.74 $1.67<br>$1.79 $1.81<br>LY Low-End<br>Guidance<br>High-End<br>Guidance<br>Actual<br>$72.0 $69.6<br>$74.8 $75.1<br>LY Low-End<br>Guidance<br>High-End<br>Guidance<br>Actual<br>Q3 Income from Operations ($M)<br>13.3%<br>of sales<br>14.0%<br>of sales<br>1.4%<br>growth<br>1.1%<br>growth<br>4.0%<br>growth<br>14.4%<br>of sales<br>14.1%<br>of sales |
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| 4<br>Boot Barn Brand Awareness is Growing Nationally<br>Boot Barn Brand Awareness by Region1<br>16%<br>8%<br>32%<br>24%<br>17%<br>33%<br>25%<br>35% 50%<br>40%<br>Total Eastern Western Southern Northern<br>48%<br>67%<br>74%<br>57%<br>33%<br>1<br>Illuminology researchers surveyed a nationally representative, random sample of 2,020 U.S. adults (age 18 and older) between November 30 and December 18, 2023. A<br>survey that interviews a random sample of that size has a margin of error of ±3% at the 95% confidence level.<br>2Aided awareness measures whether people recognize a brand name.<br>3Unaided awareness measures the extent to which a brand name is salient or top-of-mind.<br>Aided awareness2<br>Unaided awareness3 |
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| 5<br>Strategic Initiatives Update<br>1<br>2<br>3<br>4<br>Expand Our Store Base<br>Drive Same Store Sales Growth<br>Continue Omni-Channel Leadership<br>Build Out Exclusive Brand Portfolio |
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| 6<br>15% New Unit Growth<br>86<br>117<br>152<br>169<br>208<br>219 226<br>240<br>259<br>273<br>300<br>345<br>397<br>FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 E<br>Annual Store Count<br>1<br>1Represents management’s guidance to open 52 new stores in Fiscal 2024 (including Q3 FY24 YTD actual openings and its best estimate of future quarterly cadence), provided on the Company’s third quarter earnings call<br>on January 31, 2024.<br>1<br>11 11 11 10 12 12<br>16<br>10 11<br>15<br>FY22<br>Q3<br>FY22<br>Q4<br>FY23<br>Q1<br>FY23<br>Q2<br>FY23<br>Q3<br>FY23<br>Q4<br>FY24<br>Q1<br>FY24<br>Q2<br>FY24<br>Q3<br>FY24<br>Q4 E<br>New Stores Opened by Quarter<br>1 1 1 1 |
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| 7<br>1 Profitable New Units & Expanding Our National Footprint<br>• 382 stores<br>• 44 states<br>• 86 stores<br>• 8 states<br>2012<br>Today<br>New Store Economics<br>SqFt<br>$1.7M<br>$3M+<br>1st Year Sales<br>$700K<br>Investment Return on Investment<br>Projection<br>Today<br>3yr<br>Payback<br>~1.5yr<br>Payback<br>IPO Model<br>$1.5M<br>32%<br>12K ~60%<br>10K |
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| 8<br>397<br>900<br>FY24 E FY25 FY26 FY27 FY28 FY29 FY30<br>1<br>Illustrative example of 15% new unit growth annually.<br>New Store Opportunity1<br>Looking Forward: 15% New Unit Growth<br>• 500 additional stores opportunity<br>• Expected to contribute ~$1.5 billion in sales<br>• Payback in ~18 months (ROIC ~60%)<br>• All stores positive 4-wall EBITDA<br>1 |
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| 9<br>11.9%<br>6.7% 7.3%<br>-0.1%<br>0.3%<br>5.2%<br>10.0%<br>5.0% 3.1%<br>53.7%<br>-0.1%<br>-6.3%<br>FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 E<br>Consolidated SSS%<br>2 Over A Decade of Strong Same Store Sales<br>FY13 – FY19<br>+41% seven-year stack, +6% SSS avg<br>FY20 – FY24 E<br>+55% five-year stack, +11% SSS avg<br>1<br>1Reflects the high end of the Company’s guidance range provided on its January 31, 2024 earnings call. |
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| 10<br>75%<br>93% 97%<br>114%<br>141%<br>TSCO FIVE BOOT FND LULU<br>2 Total Sales Growth %<br>8%<br>97%<br>Western & Work Industry BOOT<br>Total Sales Growth %<br>Pre-COVID Annual Sales to Latest Annual Sales Projection<br>+55%<br>five-year<br>SSS%<br>stack<br>1<br>1Western and work public companies is comprised of Levi Strauss & Co. (consolidated revenue), Kontoor Brands, Inc. (Wrangler US segment revenue only), Wolverine World Wide, Inc. (consolidated revenue), Rocky Brands, Inc.<br>(consolidated revenue excluding the acquired brands under the Honeywell International Inc. acquisition).<br>2Reflects BOOT’s total sales growth from the fiscal year ended March 28, 2020 to the current fiscal year’s annual sales guidance.<br>3Reflects TSCO’stotal sales growth from the fiscal year ended December 28, 2019 to the current fiscal year’s annual sales guidance.<br>4Reflects FIVE’stotal sales growth from the fiscal year ended February 1, 2020 to the current fiscal year’s annual sales guidance.<br>5Reflects FND’s total sales growth from the fiscal year ended December 26, 2019 to the current fiscal year’s annual sales guidance.<br>6Reflects LULU’s total sales growth from the fiscal year ended February 2, 2020 to the current fiscal year’s annual sales guidance.<br>3 4 2 5 6 2<br>+55%<br>five-year<br>SSS%<br>stack<br>Industry Comparison Total Retail Comparison |
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| 11<br>-5.0% -2.6%<br>1.5% 1.1%<br>-3.7%<br>-7.3% -8.8% -11.5% -8.5% -7.4%<br>Apr May Jun Jul Aug Sep Oct Nov Dec Jan1<br>2 Store SSS% by Month<br>FY23<br>8.1%<br>14.8%<br>8.1%<br>1.6%<br>4.4% 5.1%<br>1.5% 1.9%<br>-3.2%<br>0.6%<br>-1.9%<br>-6.2%<br>Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar<br>FY24<br>FY22<br>323.1%<br>98.2%<br>54.0% 74.8% 72.9% 55.5% 50.4% 56.7% 57.8% 38.2% 47.8%<br>17.3%<br>Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar<br>Stores are<br>~87% of<br>FY24 Q3 Sales<br>1Represents preliminary retail store same store sales for January Fiscal 2024. |
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| 12<br>3 Differentiated Online Presence<br>• Branded site<br>• Same price as stores<br>• Sales performing better than other sites<br>• Most profitable online site<br>• ~70% of online sales<br>• Price sensitive customer<br>• Same assortment as Bootbarn.com<br>• ~15% of online sales • Mostly ladies’ product<br>• More fashionable customer<br>• ~5% of online sales<br>• Least profitable online site<br>• ~10% of online sales |
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| 13<br>3 Omni-Channel Capabilities<br>Drive Store Traffic<br>• Bring Long Tail to Stores<br>• Ship to Store / BOPIS<br>• Return in Store<br>Deliver Digital Experience in<br>Stores<br>• Mobile App<br>• Range Finder (AI enabled)<br>• WHIP (endless aisle)<br>Fulfill Online Demand<br>Efficiently<br>• DC Fulfillment<br>• Store Fulfillment<br>• Same Day Delivery<br>Drive Online Profitability<br>• Boot Barn retail price<br>consistent across channels<br>• Infrequent promotions<br>• Profitable ROAS standard<br>• Clear markdowns |
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| 14<br>3 Ecommerce SSS% by Month<br>-19.1%<br>-9.0% -3.5%<br>-11.9% -13.0% -10.6% -16.8% -15.1% -8.4% -12.9%<br>Apr May Jun Jul Aug Sep Oct Nov Dec Jan<br>FY23<br>13.1% 8.5% 6.4%<br>-3.0% -1.3%<br>-13.5% -18.5%<br>-25.4%<br>-10.1% -16.3% -18.7% -19.4%<br>Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar<br>FY24<br>FY22<br>26.1%<br>-4.4%<br>10.2%<br>32.1% 40.3%<br>49.3% 55.5% 59.4%<br>42.4%<br>63.1% 57.2%<br>35.4%<br>Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar<br>Ecommerce is<br>~13% of<br>FY24 Q3 Sales<br>1Represents preliminary retail store same store sales for January Fiscal 2024.<br>1 |
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| 15<br>WESTERN 3 OF OUR TOP 5 SELLING BRANDS ARE EXCLUSIVE BRANDS COUNTRY ARTIST INSPIRED<br>WORK RANCH & RODEO<br>4 Exclusive Brands Portfolio<br>LUXURY<br>PRICE SENSITIVE |
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| 16<br>3.0% 5.0% 7.0%<br>9.7% 11.1% 10.7%<br>13.5%<br>16.2%<br>22.0% 23.7%<br>28.3%<br>34.0%<br>37.7%<br>FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 E<br>Full Year Exclusive Brands Penetration %<br>Margin enhancement ~1,000 bps vs. 3rd party brands<br>$5 $12 $24 $39 $63 $67 $92 $126<br>$186 $212<br>$421<br>$564<br>$628<br>FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 E<br>Full Year Exclusive Brands Sales ($M)<br>4<br>1FY24 estimated 37.7% consolidated exclusive brand penetration reflects 370 basis points of growth over fiscal 2023 as provided in the Company’s guidance outlined on their January 31, 2024 earnings call.<br>1<br>1<br>34.1%<br>37.3%<br>FY23 Q3 FY24 Q3<br>Q3 Exclusive Brands Penetration %<br>Q3 Exclusive Brands Sales ($M)<br>Over 300bps vs. LY<br>$175<br>$194<br>FY23 Q3 FY24 Q3<br>Exclusive Brands Penetration Growth |
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| 17<br>Exclusive Brands Growth & Margin Expansion<br>~650bps total margin expansion<br>Exclusive Brands Penetration<br>16.2%<br>37.7%<br>FY19 FY24 E<br>EB is Only 1/3 of Margin Appreciation<br>EB<br>Expansion<br>215bps<br>Improved<br>full-price selling &<br>buying economies<br>of scale<br>435bps<br>+110bps<br>+90bps<br>+90bps<br>+270bps<br>(70)bps<br>+160bps<br>FY19 FY20 FY21 FY22 FY23 FY24 E<br>Merchandise Margin Growth Over Six Years<br>(100)bps<br>Freight<br>+120ps<br>Freight<br>1<br>2<br>4<br>1FY24 estimated 37.7% consolidated exclusive brand penetration reflects 370 basis points of growth over fiscal 2023<br>as provided in the Company’s guidance outlined on their January 31, 2024 earnings call.<br>2FY24 estimated 160 basis points of merchandise margin growth including 120 basis points of freight improvement as<br>provided in the Company’s guidance outlined on their January 31, 2024 earnings call. |
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| 18<br>FY24 Guidance |
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| 19<br>Full Year FY24 Financial Guidance<br>Full Year FY24 Financial Guidance Low End<br>($M)<br>High End<br>($M)<br>High End Guidance<br>Comments<br>Total Net Sales<br>Consolidated SSS%<br>Store SSS%<br>E-commerce SSS%<br>Total Net Sales Growth %<br>New Store Openings<br>$1,654<br>(7.0)%<br>(6.3)%<br>(11.7)%<br>(0.2)%<br>52<br>$1,664<br>(6.3)%<br>(5.5)%<br>(11.7)%<br>0.4%<br>52<br>Fiscal 2023 includes sales from the 53rd week<br>Gross Profit<br>%<br>$605.7<br>36.6%<br>$610.6<br>36.7%<br>+170bps merchandise margin expansion<br>including +130bps freight improvement<br>(180)bps Buying/Occupancy/DC deleverage<br>SG&A<br>%<br>$411.8<br>24.9%<br>$412.7<br>24.8%<br>Income from Operations<br>%<br>$194.0<br>11.7%<br>$198.0<br>11.9%<br>GAAP Earnings per Diluted Share $4.65 $4.75 |
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| 20<br>Q4 FY24 Financial Guidance<br>Q4 FY24 Financial Guidance Low End<br>($M)<br>High End<br>($M)<br>High End Guidance<br>Comments<br>Total Net Sales<br>Consolidated SSS%<br>Store SSS%<br>E-commerce SSS%<br>Total Net Sales Growth %<br>New Store Openings<br>$376<br>(9.0)%<br>(8.5)%<br>(13.0)%<br>(11.7)%<br>15<br>$386<br>(6.3)%<br>(5.5)%<br>(13.0)%<br>(9.3)%<br>15<br>Fiscal Q4 LY includes sales from the 53rd week<br>and includes the week after Christmas, which<br>is a high-sales volume week. In the current<br>year, the week after Christmas was included<br>in the third fiscal quarter.<br>Gross Profit<br>%<br>$130.7<br>34.8%<br>$135.6<br>35.2%<br>+160bps merchandise margin expansion<br>including +140bps freight improvement<br>(310)bps Buying/Occupancy/DC deleverage,<br>partially due to the 53rd week LY<br>SG&A<br>%<br>$96.7<br>25.7%<br>$97.6<br>25.3%<br>Income from Operations<br>%<br>$34.0<br>9.0%<br>$38.0<br>9.8%<br>GAAP Earnings per Diluted Share $0.82 $0.92 |
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| 21<br>National Leader in<br>Attractive Market<br>• Leading player in estimated $40<br>billion industry<br>• Brick-and-mortar presence in 44<br>states and online sales in all 50 states<br>plus international<br>• Pressure-tested model<br>World Class Omni-Channel<br>Capabilities<br>• Strong variety of omni-channel<br>offerings in place<br>• Ability to drive incremental traffic to<br>stores<br>• Improved customer satisfaction with<br>added convenience and quicker<br>delivery<br>Strong New Unit Growth<br>Opportunities<br>• Proven ability to open stores in both<br>new and existing markets<br>• Store-preferred shopping experience<br>• Minimal sales cannibalization from<br>new stores<br>Lifestyle Brand with Loyal<br>Customer<br>• Genuine lifestyle retail brand<br>• Extremely loyal customers seeking<br>authenticity<br>• Lifestyle experience across stores, e-commerce and events<br>Profit Enhancement<br>Opportunities<br>• Proven ability to drive merchandise<br>margin expansion<br>• Economies of scale in purchasing &<br>ability to leverage expenses<br>Investment Considerations<br>Exclusive Brands<br>• 1,000bps margin enhancement vs. 3rd<br>party brands<br>• Differentiated assortment to satisfy<br>all customer segments<br>• Proven supply chain reliability |
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| 22<br>investor.bootbarn.com |
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