8-K - BOOT - Equibles

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): June 7, 2023

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)
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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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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 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 an investor 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 99.1 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		Investor Presentation dated June 2023.
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: June 7, 2023	By:	/s/ James M. Watkins
		Name: James M. Watkins
		Title: Chief Financial Officer and Secretary

Exhibit 99.1

0<br>Offering everyone a piece of the American spirit—one handshake at a time.
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; and the effect of COVID-19 on our business. The Company discusses<br>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<br>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<br>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<br>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,<br>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<br>presentation after the date of this 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 (which has occurred over the past twelve months and is continuing) and other challenges affecting the global economy could impact our operations and will depend on future<br>developments, which are uncertain. These and other effects make it more challenging for us to estimate the future performance of our business, particularly over the near-to-medium term. For<br>further discussion of the uncertainties and business risks affecting the Company, see Item 1A, Risk Factors, of our Fiscal 2023 10-K.
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2<br>Evolution of Growth through Customer Expansion Mens Womens<br>Western Work Fashion Country
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3<br>Country music & lifestyle<br>Western events – Rodeos & Concerts<br>Ranching<br>Horse ownership<br>Agriculture<br>Operating within a $40 Billion1 TAM<br>WORK INDUSTRY<br>Blue collar employment<br>Oil & gas industry<br>Construction spending<br>Commercial accounts<br>Work safety regulations<br>WESTERN INDUSTRY<br>1Source: Estimated TAM calculated by an independent third party in April 2022.<br>COUNTRY LIFESTYLE<br>Hiking & hunting<br>Fishing & camping<br>NASCAR<br>Exercising<br>Outdoor living<br>~$25 Billion ~$15 Billion
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4<br>From a Regional Retailer to a National Brand
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5<br>From a Regional Retailer to a National Brand
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6<br>1 Store count as of June 6, 2023.<br>95<br>National 356<br>Regional<br>(Mostly Texas)<br>Independent<br>retailers Hundreds National<br>Direct Industry Competitors1<br>Industry Leading Position<br>Farm & Ranch Competitors Online/Other Competitors<br>Direct to<br>Consumer
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7<br>Track Record of Profitable Growth<br>$233<br>$1,723<br>FY13 FY24 E<br>Total Sales ($M)<br>$9<br>$210<br>FY13 FY24 E<br>Operating Income (EBIT) ($M)<br>1Represents the high-end of the Fiscal 2024 guidance range provided on the Company’s fourth quarter and Fiscal 2023 earnings call on May 17, 2023.<br>1<br>1<br>+33% Annual Growth<br>20% Annual Sales Growth
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8<br>Strategic Initiatives<br>1<br>2<br>3<br>4<br>Expand Our Store Base
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13<br>Accelerating New Store Openings<br>86<br>117<br>152<br>169<br>208 219 226<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>Store Count<br>1<br>1Represents management’s guidance to open 52 new stores in Fiscal 2024, provided on the Company’s fourth quarter and Fiscal 2023 earnings call on May 17, 2023.<br>1<br>+15%<br>+15%<br>+10%
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14<br>1 Successful Stores in New & Legacy Markets<br>• 356 stores<br>• 44 states<br>• 86 stores<br>• 8 states<br>2012<br>Today<br>New Store Economics<br>10K<br>12K<br>SqFt<br>$1.7M<br>$3.5M<br>1st Year Sales<br>$700K<br>$1.4M<br>Investment<br>32%<br>75%<br>Return on Investment<br>IPO Model<br>Today<br>3yr<br>Payback<br>~1yr<br>Payback
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15<br>Highlights<br>• Opportunity to increase store count equally in new and existing markets<br>• Synergistic sales growth between stores & online when opening in new markets<br>• No meaningful cannibalization when opening new stores in existing markets<br>Future Growth Possible – 900 Store Potential<br>86<br>356<br>FY2012 Today<br>Over 250 New Stores in last 10 Years<br>Store Count<br>Current1<br>356<br>~Triple the Current Store Count<br>Existing Markets<br>New Markets<br>900 Stores<br>1<br>1Reflects store count as of June 6, 2023.<br>1
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16<br>1 Investor FAQs – New Stores<br>“Will opening new stores lead to<br>operating margin erosion?”<br>“Would you slow new unit<br>openings given a negative SSS%<br>environment?”<br>“If you aren’t getting the same<br>comp waterfall as before, will you<br>continue opening new stores?”<br>“Are your new stores in new<br>markets selling the same mix as<br>legacy stores or more fashion?”
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17<br>Strategic Initiatives<br>1<br>2<br>3<br>4<br>Drive Same Store Sales Growth
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18<br>Expansion Strategy Driving Customer Count<br>Active Customers (in millions)1<br>3.1<br>3.5<br>3.8<br>4.0<br>4.3<br>4.7<br>5.8<br>7.1<br>FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23<br>2<br>1Represents the number of B Rewarded Loyalty Members who have purchased merchandise from us in each of the trailing three-year periods mentioned. Mens Womens<br>Western Work Fashion Country
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19<br>2 A Decade of Strong Sales Across Channels<br>Total Sales Growth %<br>38.2%<br>48.4%<br>16.4%<br>41.3%<br>10.7% 7.6%<br>14.6%<br>8.8% 5.7%<br>66.6%<br>11.4%<br>4.0%<br>FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 E<br>Consolidated SSS%<br>11.9%<br>6.7% 7.3%<br>-0.1% 0.3%<br>5.2%<br>10.0%<br>5.0% 3.1%<br>53.7%<br>-0.1% -4.5%<br>FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 E<br>Retail Store SSS%<br>10.9%<br>6.8% 6.7%<br>-2.4% -2.3%<br>6.1% 9.5%<br>4.5%<br>-1.1%<br>57.2%<br>1.8% -5.2%<br>FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 E<br>E-commerce SSS%<br>31.7%<br>4.5%<br>20.9%<br>13.2%13.6%<br>1.2%<br>12.2%<br>7.4%<br>23.6%<br>38.7%<br>-10.2% 1.0%<br>FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 E<br>1Reflects the high end of the Company’s guidance range provided on its May 17, 2023 earnings call.<br>1<br>1<br>1 1
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20<br>Sustaining Elevated Store Sales<br>$1.9 $1.9<br>$2.2 $2.3 $2.3 $2.3 $2.4 $2.6 $2.7 $2.6<br>$4.5 $4.6<br>$4.4<br>FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 E<br>Average Store Volume (AUV) Excluding New Stores Opened in FY21 – FY24 ($M)1<br>1Average net sales per store is calculated by dividing net store sales for the applicable period by the number of stores operating at the end of the period. Fiscal 2021 through Fiscal 2024 exclude new store openings.<br>2
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21<br>2 Believe Company Initiatives Drove Elevated AUV<br>$2.6<br>$4.4<br>FY21 FY24 E<br>Resulting in Elevated AUV<br>$275.8<br>$589.5<br>FY21 FY23<br>Broadened Assortment<br>4.7<br>7.1<br>FY21 FY23<br>Average Customers<br>per Store 17.2K 20.6K<br>Customer Count Grew on Average Store Basis<br>Inventory Balance ($M)1<br>+44% 2-Year Stack Comp Store Inventory Growth<br>Active Customers (M)2<br>1Reflects total company inventory balance as of each period end. 2Represents the number of B Rewarded Loyalty Members who have purchased merchandise from us in each of the trailing three-year periods mentioned. 3Average<br>net sales per store is calculated by dividing net store sales for the applicable period by the number of stores operating at the end of the period. Fiscal 2021 and Fiscal 2024 E exclude new store openings.<br>AUV Excluding New Stores Opened ($M)3<br>Mens Womens<br>Western Work Fashion Country<br>Added Customer Segment<br>+114%<br>+51%<br>+69%<br>+20%
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22<br>Sales Growth Exceeds Industry Tailwinds<br>-20%<br>28%<br>9%<br>4%<br>12%<br>6%<br>67%<br>11%<br>25%<br>96%<br>FY21 FY22 FY23 3 Year CAGR Total Growth<br>Sales Growth %<br>Boot Barn<br>Western & work public companies1<br>1Western and work public companies is comprised of Levi Strauss & Co. (consolidated revenue), Kontoor Brands, Inc. (Wrangler 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 Barn’s total sales growth over the last three fiscal years compared to the average total sales growth of the above western and work public companies over their last three fiscal years.<br>3Reflects Boot Barn’s 3 year total sales growth CAGR compared to the average 3-year total sales growth CAGR of the above western and work public companies .<br>4Reflects Boot Barn’s total sales growth in Fiscal 2023, Fiscal 2022 and Fiscal 2021, compared to the average total sales growth of the above western and work public companies over each of their last three fiscal years.<br>4 4 4 3 2<br>2
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23<br>2 Basic / Functional Items Driving Volume<br>Functional<br>Fashion
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24<br>Further Support of Elevated AUVs<br>22%<br>31%<br>36%<br>45%<br>52%<br>56%<br>Other Stores<br>Closed<br>More Time<br>Outdoors<br>More/Better<br>Marketing<br>Wearing for Work Better Product<br>Assortment<br>Needed for<br>Hobby/Lifestyle<br>Why We Added Customers1<br>New Customer Growth<br>Q: Why did you purchase from Boot Barn for the first time<br>following the pandemic? (multiple options could be selected)<br>15%<br>20%<br>24% 26%<br>32%<br>46%<br>Work Retailer Fashion Retailer Department Store Western Retailer Outdoor/Sporting General Retailer<br>Where We Gained Market Share1<br>Q: If you first purchased from us following the pandemic, where did<br>you shop before COVID? (multiple options could be selected)<br>New Customer Retention1<br>3.1<br>3.5 3.8 4.0 4.3<br>4.7<br>5.8<br>7.1<br>FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23<br>Active Customers2<br>(in millions)<br>0% 0% 3%<br>15%<br>81%<br>Not likely at all Slightly Likely Moderately Likely Very Likely Extremely Likely<br>Q: If you first purchased from us following the pandemic, how<br>likely are you to purchase from us again in 2023?<br>1<br>In December 2022, the Company conducted an online survey of customers who purchased an item from Boot Barn (either online or at one of its stores) since the COVID pandemic started in March 2020. Over 3,200 responses were<br>collected by this survey. 2Represents the number of B Rewarded Loyalty Members who have purchased merchandise from us in each of the trailing three-year periods mentioned.<br>15%<br>20%<br>24% 26%<br>32%<br>46%<br>Work Retailer Fashion Retailer Department Store Western Retailer Outdoor/Sporting General Retailer<br>15%<br>20%<br>24% 26%<br>32%<br>46%<br>Work Retailer Fashion Retailer Department Store Western Retailer Outdoor/Sporting General Retailer<br>22%<br>31%<br>36%<br>45%<br>52%<br>56%<br>Other Stores<br>Closed<br>More Time<br>Outdoors<br>More/Better<br>Marketing<br>Wearing for Work Better Product<br>Assortment<br>Needed for<br>Hobby/Lifestyle<br>22%<br>31%<br>36%<br>45%<br>52%<br>56%<br>Other Stores<br>Closed<br>More Time<br>Outdoors<br>More/Better<br>Marketing<br>Wearing for Work Better Product<br>Assortment<br>Needed for<br>Hobby/Lifestyle<br>0% 0% 3%<br>15%<br>81%<br>Not likely at all Slightly Likely Moderately Likely Very Likely Extremely Likely<br>2
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25<br>“How are functional versus fashion<br>merchandise categories impacting<br>your comp?”<br>“Are you growing customer count in<br>your comp stores?”<br>2 Investor FAQs – Same Store Sales Growth<br>“Why have you seen more<br>challenging comps online compared<br>to stores?”<br>“Does your long-term algorithm of<br>low to mid-single-digit SSS%<br>growth still hold?”
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26<br>Strategic Initiatives<br>1<br>2<br>3<br>4<br>Continue Omni-Channel Leadership
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27<br>3 Stores Provide Competitive Advantage<br>Legacy<br>Digital<br>Omni-Channel<br>Capabilities<br>~60% of Online Orders Involve a<br>Store Associate<br>FY23 Online Orders<br>• Buy Online Pick-Up<br>In Store<br>• Ship from Store<br>• Same Day Delivery<br>• Ship to Store<br>• In-Store Fulfillment
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28<br>Machine Learning Model Driven<br>Product Recommendations<br>ChatGPT<br>Conversational Experience<br>3 Leveraging New Technologies to Drive Sales<br>• Leverages proprietary market basket analysis.<br>• Runs on in-store RangeFinder application (can be added to online experience at a later date).<br>• Creates intelligent and relevant product recommendations (from within the Boot Barn assortment).<br>• Accesses ChatGPT to create conversational experience.<br>• Provides store associates with same capability on handheld device enabling expert styling advice.
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29<br>“Do you expect to see e-commerce<br>penetration of sales get back to<br>historical levels?”<br>“Are the demographics of your<br>online customer and their<br>purchasing behavior different than<br>a stores customer?”<br>3 Investor FAQs – Omni-Channel
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30<br>Strategic Initiatives<br>1<br>2<br>3<br>4 Build Out Exclusive Brand Portfolio
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31<br>WESTERN 3 OF OUR TOP 5 SELLING BRANDS ARE EXCLUSIVE BRANDS COUNTRY ARTIST INSPIRED<br>New Exclusive Brands Provide Growth Opportunity<br>WORK RANCH & RODEO<br>4
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32<br>Exclusive Brand Sales Growing Exponentially<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>38.0%<br>FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 E<br>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>$655<br>FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 E<br>Exclusive Brands Sales ($M)<br>4<br>1FY24 estimated 38.0% consolidated exclusive brand penetration reflects 400 basis points of growth over fiscal 2023 as provided in the Company’s guidance outlined on their May 17, 2023 earnings call.<br>1<br>1
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33<br>“What is the margin differential you<br>gain on exclusive brands versus<br>third party brands?”<br>“Can you continue to grow<br>exclusive brand penetration with<br>your current portfolio of brands?”<br>4 Investor FAQs – Exclusive Brands
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34<br>Growth Potential
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35<br>Future Growth Potential<br>New Unit Growth<br>Merchandise Margin Rate (Year-Over-Year Change)<br>356<br>900<br>Today Future<br>• Opportunity to<br>~triple store count<br>• +544 new stores =<br>$1.9B sales from<br>new stores only<br>• Payback <18 months<br>+350bps<br>FY21 FY24 E<br>Strong Earnings<br>$2.01<br>$5.00<br>FY21 FY24 E<br>Total Sales Growth ($M)<br>$893<br>$1,723<br>FY21 FY24 E<br>1Represents the high-end of the Fiscal 2024 guidance range provided on the Company’s fourth quarter and Fiscal 2023 earnings call on May 17, 2023.<br>1<br>1<br>1
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36<br>Thank You
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