8-K

Boot Barn Holdings, Inc. (BOOT)

8-K 2023-01-25 For: 2023-01-25
View Original
Added on April 07, 2026

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 25, 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

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Item 2.02     Results of Operations and Financial Condition

On January 25, 2023, Boot Barn Holdings, Inc. issued a press release announcing certain financial results for its fiscal third quarter ended December 24, 2022. 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.

​<br><br>​<br><br>​
Exhibit 99.1 Earnings press release dated January 25, 2023.
Exhibit 99.2 Supplemental Financial Presentation dated January 25, 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: January 25, 2023 By: /s/ James M. Watkins
Name: James M. Watkins
Title: Chief Financial Officer and Secretary (Principal Financial Officer and Principal Accounting Officer)

Exhibit 99.1

A picture containing light, sitting, clock, computer  Description automatically generated

Boot Barn Holdings, Inc. Announces Third Quarter Fiscal Year 2023

Financial Results

IRVINE, California – January 25, 2023—Boot Barn Holdings, Inc. (NYSE: BOOT) today announced its financial results for the third fiscal quarter ended December 24, 2022. A Supplemental Financial Presentation is available at investor.bootbarn.com.

For the quarter ended December 24, 2022:

Net sales increased 5.9% over the prior-year period to $514.6 million, cycling 60.7% net sales growth in the prior-year period.
Same store sales decreased 3.6% compared to the prior-year period, cycling 54.2% same store sales growth in the prior-year period. The 3.6% decrease in consolidated same store sales is comprised of a decrease in retail store same store sales of 0.8% and a decrease in e-commerce same store sales of 15.2%.
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Net income was $52.8 million, or $1.74 per diluted share, compared to $69.2 million, or $2.27 per diluted share in the prior-year period. Excluding a $0.04 per share tax benefit related primarily to income tax accounting for share-based compensation, net income per diluted share was $2.23 in the prior-year period.
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The Company opened 12 new stores, or 33 stores year-to-date, bringing its total store count to 333.
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Jim Conroy, President and Chief Executive Officer, commented “I would like to thank the entire Boot Barn team for continuing to achieve solid sales and margin performance on top of a record-setting holiday season last year. Over the past few years, our annual average store volume has grown by more than 55%, with the elevated level proving sustainable through yet another holiday quarter. This growth, coupled with a very successful new store roll-out program has us on track to nearly double our annual sales this year as compared to pre-pandemic levels. Looking forward, our growth opportunities remain as strong as ever, with very successful recent store openings combined with a robust new store pipeline. We feel good about our level of store inventory with weeks of supply back to pre-pandemic levels and are pleased that our retail store same store sales remain positive on a year-to-date basis. As we head into fiscal 2024, we have multiple levers of earnings growth from same store sales, new store openings, and margin accretion from exclusive brands and lower freight charges.”

Operating Results for the Third Quarter Ended December 24, 2022 Compared to the Third Quarter Ended December 25, 2021

Net sales increased 5.9% to $514.6 million from $485.9 million in the prior-year period. Consolidated same store sales decreased 3.6% with retail store same store sales decreasing 0.8% and e-commerce same store sales decreasing 15.2%. 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. Higher average unit retail prices, driven in part by inflation, further contributed to the increase in net sales.

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Gross profit was $187.8 million, or 36.5% of net sales, compared to $191.7 million, or 39.4% of net sales, in the prior-year period. Gross profit decreased primarily due to higher freight expense and cost of merchandise. The decrease in gross profit rate of 290 basis points was driven primarily by a 190 basis-point decrease in merchandise margin and 100 basis points of deleverage in buying, occupancy and distribution center costs. The decline in merchandise margin rate was driven primarily by a 180 basis-point headwind from higher freight expense.
Selling, general and administrative expenses were $115.3 million, or 22.4% of net sales, compared to $99.5 million, or 20.5% of net sales, in the prior-year period. The increase in selling, general and administrative expenses was primarily a result of higher store-related expenses, store payroll, and marketing expenses compared to the prior-year period. Selling, general and administrative expenses as a percentage of net sales increased by 190 basis points primarily as a result of higher store-related expenses and store payroll.
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Income from operations decreased $19.7 million to $72.5 million, or 14.1% of net sales, compared to $92.2 million, or 19.0% of net sales, in the prior-year period, primarily due to the factors noted above.
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Net income was $52.8 million, or $1.74 per diluted share, compared to net income of $69.2 million, or $2.27 per diluted share in the prior-year period. Excluding a $0.04 per share tax benefit related primarily to income tax accounting for share-based compensation, net income per diluted share was $2.23 in the prior-year period.
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Operating Results for the Nine Months Ended December 24, 2022 Compared to the Nine Months Ended December 25, 2021

Net sales increased 11.5% to $1.232 billion from $1.105 billion in the prior-year period. Consolidated same store sales increased 1.8% with retail store same store sales increasing 3.6% and e-commerce same store sales decreasing 7.5%. The increase in net sales was the result of the incremental sales from new stores opened over the past twelve months and an increase of 1.8% in consolidated same store sales, which saw an increase in average unit retail prices, driven in part by inflation.
Gross profit was $454.7 million, or 36.9% of net sales, compared to $426.2 million, or 38.6% of net sales, in the prior-year period. Gross profit increased primarily due to increased sales. The decrease in gross profit rate of 170 basis points was driven by 120 basis points of deleverage in buying, occupancy and distribution center costs and a 50 basis-point decrease in merchandise margin. The decline in merchandise margin rate was driven primarily by a 90 basis-point headwind from higher freight expense, partially offset by growth in exclusive brand penetration.
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Selling, general and administrative expenses were $285.7 million, or 23.2% of net sales, compared to $230.3 million, or 20.8% of net sales, in the prior-year period. The increase in selling, general and administrative expenses was primarily a result of higher store payroll, store-related expenses, and marketing expenses compared to the prior-year period. Selling, general and administrative expenses as a percentage of net sales increased by 230 basis points primarily as a result of an increase in store-related expenses, store payroll, and marketing expenses.
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Income from operations decreased $26.9 million to $169.1 million, or 13.7% of net sales, compared to $195.9 million, or 17.7% of net sales, in the prior-year period, primarily due to the factors noted above.
Net income was $124.1 million, or $4.09 per diluted share, compared to net income of $147.7 million, or $4.86 per diluted share in the prior-year period. Net income per diluted share in the current-year and prior-year periods includes an approximately $0.03 and $0.17 per share benefit, respectively, primarily due to income tax accounting for share-based compensation. Excluding the tax benefits, net income per diluted share in the current-year period was $4.06, compared to $4.69 in the prior-year period.
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Current Business

Our preliminary consolidated same store sales in fiscal January have declined 1.5% compared to the prior-year period, driven by a 16.0% decrease in e-commerce sales, partially offset by growth in retail store same store sales of 1.2%.

Balance Sheet Highlights as of December 24, 2022

Cash of $50.4 million.
$59.1 million drawn under our $250 million revolving credit facility.
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Fiscal Year 2023 Outlook

The Company is providing updated guidance for the fiscal year ending April 1, 2023, superseding in its entirety the previous guidance issued in its second quarter earnings report on October 26, 2022. As a result, for the fiscal year ending April 1, 2023, the Company now expects:

To open 43 new stores (33 stores opened Q3 year-to-date).
Total sales of $1.67 billion to $1.68 billion, representing growth of 12.2% to 12.9% over the prior year.
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Same store sales range of approximately 0.5% to 1.0%, with retail store same store sales of approximately 2.5% to 3.0% and e-commerce same store sales of (10.5)% to (9.5)%.
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Gross profit between $611 million and $615 million, or approximately 36.6% of sales. Gross profit includes an estimated 140 basis point decline from freight expense, partially offset by 40 basis points of product margin expansion.
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Income from operations between $228 million and $232 million. This represents approximately 13.7% to 13.8% of sales.
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Interest expense of $6.0 million.
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Effective tax rate of 25.1% for the remaining three months of the year.
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Net income of $167.2 million to $170.0 million.
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Net income per diluted share of $5.51 to $5.60 based on 30.4 million weighted average diluted shares outstanding.
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Capital expenditures between $90 million and $95 million.
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Fiscal year 2023 is a 53-week year and the Company expects to generate approximately $34.0 million of sales and earn approximately $0.19 per diluted share in the 53rd week, which is included in the above guidance range.

For the fiscal fourth quarter ending April 1, 2023, the Company expects:

Total sales of $438 million to $448 million, representing growth of 14.4% to 17.0% over the prior year.
Same store sales range of approximately (3.0)% to (0.5)%, with retail store same store sales of flat to 2.0% growth and e-commerce same store sales of (20.0)% to (16.0)%.
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Gross profit between $156 million and $160 million, or approximately 35.7% of sales. Gross profit includes an estimated 290 basis point decline from freight expense, partially offset by 40 basis points of product margin expansion.
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Income from operations between $59 million and $63 million. This represents approximately 13.5% to 14.0% of sales.
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Net income per diluted share of $1.42 to $1.51 based on 30.4 million weighted average diluted shares outstanding.
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Conference Call Information

A conference call to discuss the financial results for the third quarter of fiscal year 2023 is scheduled for today, January 25, 2023, 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 February 25, 2023, by dialing (844) 512-2921 (domestic) or (412) 317-6671 (international) and entering the conference identification number: 13735762. 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 336 stores in 41 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

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identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate", "estimate", "expect", "project", "plan“, "intend", "believe", “may”, “might”, “will”, “could”, “should”, “can have”, “likely”, “outlook” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events, but not all forward-looking statements contain these identifying words. These forward-looking statements are based on assumptions that the Company’s management has made in light of their industry experience and on their perceptions of historical trends, current conditions, expected future developments and other factors they believe are appropriate under the circumstances. As you consider this press release, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (some of which are beyond the Company’s control) and assumptions. These risks, uncertainties and assumptions include, but are not limited to, the following: the effect of COVID-19 on our business operations, growth strategies, store traffic, employee availability, financial condition, liquidity and cash flow; decreases in consumer spending due to declines in consumer confidence, local economic conditions or changes in consumer preferences; the Company’s ability to effectively execute on its growth strategy; and the Company’s failure to maintain and enhance its strong brand image, to compete effectively, to maintain good relationships with its key suppliers, and to improve and expand its exclusive product offerings. The Company discusses the foregoing risks and other risks in greater detail under the heading “Risk factors” in the periodic reports filed by the Company with the Securities and Exchange Commission. Although the Company believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect the Company’s actual financial results and cause them to differ materially from those anticipated in the forward-looking statements. Because of these factors, the Company cautions that you should not place undue reliance on any of these forward-looking statements. New risks and uncertainties arise from time to time, and it is impossible for the Company to predict those events or how they may affect the Company. Further, any forward-looking statement speaks only as of the date on which it is made. Except as required by law, the Company does not intend to update or revise the forward-looking statements in this press release after the date of this press release.

Investor Contact: ICR, Inc.

Brendon Frey, 203-682-8216

BootBarnIR@icrinc.com

or

Company Contact: Boot Barn Holdings, Inc.

Mark Dedovesh, 949-453-4489

Vice President, Investor Relations & Financial Planning

BootBarnIRMedia@bootbarn.com

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Boot Barn Holdings, Inc.

Consolidated Balance Sheets

(In thousands, except per share data)

(Unaudited)

**** December 24, **** March 26,
2022 2022
Assets
Current assets:
Cash and cash equivalents $ 50,392 $ 20,674
Accounts receivable, net 14,811 9,662
Inventories 592,151 474,300
Prepaid expenses and other current assets 51,524 37,195
Total current assets 708,878 541,831
Property and equipment, net 231,651 155,247
Right-of-use assets, net 307,146 241,147
Goodwill 197,502 197,502
Intangible assets, net 60,766 60,813
Other assets 6,509 3,315
Total assets $ 1,512,452 $ 1,199,855
Liabilities and stockholders’ equity
Current liabilities:
Line of credit $ 59,071 $ 28,549
Accounts payable 153,934 131,394
Accrued expenses and other current liabilities 182,790 133,408
Short-term lease liabilities 49,226 43,117
Total current liabilities 445,021 336,468
Deferred taxes 27,401 26,895
Long-term lease liabilities 308,165 234,584
Other liabilities 2,655 2,232
Total liabilities 783,242 600,179
Stockholders’ equity:
Common stock, $0.0001 par value; December 24, 2022 - 100,000 shares authorized, 30,005 shares issued; March 26, 2022 - 100,000 shares authorized, 29,820 shares issued 3 3
Preferred stock, $0.0001 par value; 10,000 shares authorized, no shares issued or outstanding
Additional paid-in capital 208,945 199,054
Retained earnings 529,621 405,477
Less: Common stock held in treasury, at cost, 190 and 135 shares at December 24, 2022 and March 26, 2022, respectively (9,359) (4,858)
Total stockholders’ equity 729,210 599,676
Total liabilities and stockholders’ equity $ 1,512,452 $ 1,199,855

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Boot Barn Holdings, Inc.

Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

**** Thirteen Weeks Ended Thirty-Nine Weeks Ended
December 24, **** December 25, December 24, **** December 25,
2022 2021 2022 2021
Net sales $ 514,553 $ 485,904 $ 1,231,954 $ 1,104,948
Cost of goods sold 326,739 294,245 777,214 678,711
Gross profit 187,814 191,659 454,740 426,237
Selling, general and administrative expenses 115,318 99,467 285,669 230,288
Income from operations 72,496 92,192 169,071 195,949
Interest expense 2,258 1,667 4,345 5,392
Other income/(loss), net 63 43 (210) 161
Income before income taxes 70,301 90,568 164,516 190,718
Income tax expense 17,529 21,337 40,372 42,981
Net income $ 52,772 $ 69,231 $ 124,144 $ 147,737
Earnings per share:
Basic $ 1.77 $ 2.34 $ 4.17 $ 5.01
Diluted $ 1.74 $ 2.27 $ 4.09 $ 4.86
Weighted average shares outstanding:
Basic 29,813 29,637 29,790 29,518
Diluted 30,294 30,443 30,340 30,382

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Boot Barn Holdings, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

Thirty-Nine Weeks Ended
**** December 24, **** December 25,
2022 2021
Cash flows from operating activities
Net income $ 124,144 $ 147,737
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation 25,968 19,800
Stock-based compensation 9,562 7,807
Amortization of intangible assets 47 54
Noncash lease expense 35,203 28,701
Amortization and write-off of debt issuance fees and debt discount 101 1,834
Loss on disposal of assets 250 150
Gain on adjustment of right-of-use assets and lease liabilities (258)
Deferred taxes 506 689
Changes in operating assets and liabilities:
Accounts receivable, net (4,571) 5,797
Inventories (117,851) (109,882)
Prepaid expenses and other current assets (14,430) (41,596)
Other assets (3,194) (608)
Accounts payable 19,571 84,411
Accrued expenses and other current liabilities 32,785 73,490
Other liabilities 423 1,306
Operating leases (21,464) (28,876)
Net cash provided by operating activities $ 87,050 $ 190,556
Cash flows from investing activities
Purchases of property and equipment $ (83,056) $ (39,749)
Net cash used in investing activities $ (83,056) $ (39,749)
Cash flows from financing activities
Borrowings on line of credit, net $ 30,522 $
Repayments on debt and finance lease obligations (626) (112,085)
Tax withholding payments for net share settlement (4,501) (2,710)
Proceeds from the exercise of stock options 329 5,554
Net cash provided by/(used in) financing activities $ 25,724 $ (109,241)
Net increase in cash and cash equivalents 29,718 41,566
Cash and cash equivalents, beginning of period 20,674 73,148
Cash and cash equivalents, end of period $ 50,392 $ 114,714
Supplemental disclosures of cash flow information:
Cash paid for income taxes $ 58,324 $ 41,694
Cash paid for interest $ 4,002 $ 3,497
Supplemental disclosure of non-cash activities:
Unpaid purchases of property and equipment $ 27,474 $ 9,620

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Boot Barn Holdings, Inc.

Store Count

**** Quarter Ended **** Quarter Ended **** Quarter Ended **** Quarter Ended **** Quarter Ended **** Quarter Ended **** Quarter Ended **** Quarter Ended
December 24, September 24, June 25, March 26, December 25, September 25, June 26, March 27,
2022 2022 2022 2022 2021 2021 2021 2021
Store Count (BOP) 321 311 300 289 278 276 273 266
Opened/Acquired 12 10 11 11 11 3 3 8
Closed (1) (1)
Store Count (EOP) 333 321 311 300 289 278 276 273

Boot Barn Holdings, Inc.

Selected Store Data

Thirteen Weeks Ended
**** December 24, **** September 24, **** June 25, **** March 26, **** December 25, **** September 25, **** June 26, **** March 27,
2022 2022 2022 2022 2021 2021 2021 2021
Selected Store Data:
Same Store Sales (decline)/growth (3.6) % 2.3 % 10.0 % 33.3 % 54.2 % 61.7 % 78.9 % 26.9 %
Stores operating at end of period 333 321 311 300 289 278 276 273
Total retail store square footage, end of period (in thousands) 3,598 3,451 3,333 3,194 3,063 2,940 2,915 2,854
Average store square footage, end of period 10,806 10,751 10,717 10,648 10,597 10,575 10,563 10,455
Average net sales per store (in thousands) $ 1,320 $ 966 $ 1,031 $ 1,094 $ 1,372 $ 965 $ 942 $ 792

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Exhibit 99.2

0<br>Offering everyone a piece of the American spirit<br>—<br>one handshake at a time<br>..<br>Supplemental Financial Presentation<br>January 2023
1<br>Important Information<br>Forward<br>-<br>Looking Statements<br>This presentation contains forward<br>-<br>looking statements that are subject to risks and uncertainties. All statements other than sta<br>tements of historical fact included in this presentation are forward<br>-<br>looking statements. You can identify forward<br>-<br>looking statements by the fact that they generally include words such as "anticipat<br>e," "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<br>fi<br>nancial performance or other events but not all forward<br>-<br>looking<br>statements contain these identifying words. These forward<br>-<br>looking statements are based on assumptions that the Company’s managem<br>ent 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 a<br>ppr<br>opriate 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 (<br>som<br>e of which are beyond the Company’s control) and assumptions.<br>These risks, uncertainties and assumptions include, but are not limited to, the following: the effect of COVID<br>-<br>19 on our busines<br>s operations, growth strategies, store traffic, employee availability,<br>financial condition, liquidity and cash flow; decreases in consumer spending due to declines in consumer confidence, local an<br>d n<br>ational economic conditions, including inflation, or changes in<br>consumer preferences; the Company’s failure to maintain and enhance its strong brand image; the Company’s failure to compete<br>eff<br>ectively, to maintain good relationships with its key suppliers,<br>and to improve and expand its exclusive product offerings; supply chain disruptions; and the Company’s ability to effectively<br>ex<br>ecute on its growth strategy. The Company discusses the foregoing<br>risks and other risks in greater detail under the heading “Risk factors” in the periodic reports filed by the Company with th<br>e S<br>ecurities and Exchange Commission. Although the Company believes<br>that these forward<br>-<br>looking statements are based on reasonable assumptions, you should be aware that many factors could affect th<br>e Company’s actual financial results and cause them to differ<br>materially from those anticipated in the forward<br>-<br>looking statements. Because of these factors, the Company cautions that you sho<br>uld not place undue reliance on any of these forward<br>-<br>looking<br>statements. New risks and uncertainties arise from time to time, and it is impossible for the Company to predict those events<br>or<br>how they may affect the Company. Further, any forward<br>-<br>looking<br>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<br>re<br>vise the forward<br>-<br>looking statements in this presentation after<br>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 expectatio<br>ns<br>and competitive position, business opportunity and market size,<br>growth and share, are based on information from independent industry organizations and other third<br>-<br>party sources, data from our<br>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 ass<br>ump<br>tions 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 ina<br>ccu<br>rate 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 g<br>ath<br>ering 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 co<br>mpe<br>titors 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 particularl<br>y s<br>ensitive 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 econom<br>y c<br>ould 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<br>of<br>our business, particularly over the near<br>-<br>to<br>-<br>medium term. For<br>further discussion of the uncertainties and business risks affecting the Company, see Item 1A, Risk Factors, of our Fiscal 20<br>22<br>10<br>-<br>K.
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2<br>Q3 Fiscal 2023 Results<br>6.7%<br>4.6%<br>54.2%<br>-<br>3.6%<br>Q3 FY20<br>Q3 FY21<br>Q3 FY22<br>Q3 FY23<br>Same Store Sales %<br>251<br>266<br>289<br>333<br>Q3 FY20<br>Q3 FY21<br>Q3 FY22<br>Q3 FY23<br>New Unit Growth<br>11.8%<br>6.5%<br>60.7%<br>5.9%<br>Q3 FY20<br>Q3 FY21<br>Q3 FY22<br>Q3 FY23<br>Total Sales Growth<br>$0.85<br>$1.00<br>$2.27<br>$1.74<br>Q3 FY20<br>Q3 FY21<br>Q3 FY22<br>Q3 FY23<br>EPS<br>1<br>Q3 FY23 year<br>-<br>to<br>-<br>date EPS is $4.09.<br>COVID<br>COVID<br>1.9%<br>55.7%<br>(0.8)%<br>5.7%<br>Store<br>SSS%<br>PRE<br>-<br>COVID<br>PRE<br>-<br>COVID<br>COVID<br>PRE<br>-<br>COVID<br>1<br>Total<br>Sales<br>$302M<br>$486M<br>$515M<br>$284M<br>11<br>11<br>11<br>10<br>12<br>Q3<br>FY22<br>Q4<br>FY22<br>Q1<br>FY23<br>Q2<br>FY23<br>Q3<br>FY23<br>Prior Five Quarters<br>82 Stores Opened in 3 Years<br>COVID<br>PRE<br>-<br>COVID<br>Guide (2.0)% to Flat<br>81% three<br>-<br>year<br>total sales growth<br>55% three<br>-<br>year<br>stack
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3<br>Q3 Fiscal 2023 Financial Results<br>1<br>Q3 FY22 earnings per share includes a $0.04<br>benefit related primarily to income tax accounting for share<br>-<br>based compensation. Excluding this benefit, net income per diluted<br>share was $2.23 in the prior<br>-<br>year period.<br>..<br>Q3 FY23 Financial Results<br>Q3 FY23 Actual<br>($M)<br>Q3 FY22 Actual<br>($M)<br>Variance Comments vs. LY<br>Total Net Sales<br>Consolidated SSS%<br>Store SSS%<br>E<br>-<br>commerce SSS%<br>Total Net Sales Growth %<br>New Store Openings<br>$515<br>(3.6)%<br>(0.8)%<br>(15.2)%<br>5.9%<br>12<br>$486<br>54.2%<br>55.7%<br>48.4%<br>60.7%<br>11<br>Gross Profit<br>%<br>$188<br>36.5%<br>$192<br>39.4%<br>(10)bps product margin headwind vs. LY<br>(180)bps freight headwinds vs. LY<br>(100)bps occupancy & buying deleverage vs. LY<br>Income from Operations<br>%<br>$72<br>14.1%<br>$92<br>19.0%<br>GAAP Earnings per Diluted Share<br>1<br>$1.74<br>$2.27
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4<br>0<br>1<br>2<br>3<br>4<br>5<br>6<br>Apr<br>May<br>Jun<br>Jul<br>Aug<br>Sep<br>Oct<br>Nov<br>Dec<br>Jan<br>Feb<br>Mar<br>Apr<br>May<br>Jun<br>Jul<br>Aug<br>Sep<br>Oct<br>Nov<br>Dec<br>Prelim<br>Jan<br>$4.2M, Fiscal 2022 AUV<br>Sustainable AUV<br>$2.7M, Pre<br>-<br>COVID AUV<br>1<br>Annualized average unit volume by month was calculated by annualizing the average monthly unit volume using historical result<br>s.<br>2<br>For example, an average $4.2M annual unit volume store would have $338,000 of sales in October. FY23 October stores had an av<br>era<br>ge monthly unit volume of $338,000, which would equate to an average annual unit volume of<br>$4.2M.<br>Annualized Average Unit Volume ($M)<br>1<br>2<br>2021<br>2022<br>2023
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5<br>Sustainable Customer Growth<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<br>Better Product<br>Assortment<br>Needed for<br>Hobby/Lifestyle<br>Why We Added Customers<br>1<br>New Customer Growth<br>Q:<br>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%<br>26%<br>32%<br>46%<br>Work Retailer<br>Fashion Retailer<br>Department Store<br>Western Retailer<br>Outdoor/Sporting<br>General Retailer<br>Where We Gained Market Share<br>1<br>Q:<br>If you first purchased from us following the pandemic, where did<br>you shop before COVID? (multiple options could be selected)<br>New Customer Retention<br>1<br>3.1<br>3.5<br>3.8<br>4.0<br>4.3<br>4.7<br>5.8<br>6.8<br>FY16<br>FY17<br>FY18<br>FY19<br>FY20<br>FY21<br>FY22<br>FY23 Q3<br>Active Customers<br>2<br>(in millions)<br>0%<br>0%<br>3%<br>15%<br>81%<br>Not likely at all<br>Slightly Likely<br>Moderately Likely<br>Very Likely<br>Extremely Likely<br>Q:<br>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<br>at<br>one of its stores) since the COVID pandemic started in March 2020. Over 3,200 responses were<br>collected by this survey.<br>2<br>Represents<br>the number of B Rewarded Loyalty Members<br>who have purchased merchandise from us in each of the trailing three<br>-<br>year periods mentioned.<br>Took share from mainstream retailers<br>Customers called out execution<br>Customer gains seem sustainable
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6<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<br>-<br>Channel Leadership<br>Build Out Exclusive Brand Portfolio
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7<br>Consistent New Unit Openings<br>86<br>117<br>152<br>169<br>208<br>219<br>226<br>240<br>259<br>273<br>300<br>343<br>FY12<br>FY13<br>FY14<br>FY15<br>FY16<br>FY17<br>FY18<br>FY19<br>FY20<br>FY21<br>FY22<br>FY23E<br>History of Store Growth<br>1<br>Represents guidance provided on the Company’s third quarter fiscal 2023 earnings call on January 25, 2023.<br>3<br>3<br>11<br>11<br>11<br>10<br>12<br>10<br>Q1<br>Q2<br>Q3<br>Q4<br>Q1<br>Q2<br>Q3<br>Q4<br>New Store Openings by Quarter<br>1<br>43 new store openings<br>+14.3% New Unit Growth<br>1<br>1<br>FY22<br>FY22<br>FY22<br>FY22<br>FY23<br>FY23<br>FY23<br>FY23E<br>COVID<br>PRE<br>COVID
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8<br>Expansion Into New and Existing Markets<br>•<br>333 stores<br>•<br>41 states<br>•<br>86 stores<br>•<br>8 states<br>FY12<br>FY23 Q3<br>METRICS<br>IPO<br>New Store<br>Algorithm<br>Store Size (sq. ft.)<br>~10,000<br>Year 1 Net Sales<br>$1.7M<br>Net Capital Investment<br>$0.3M<br>Net Inventory Investment<br>$0.4M<br>Cash on Cash Return (Yr. 1)<br>~32%<br>Payback Period<br>~3 years<br>FY23 New<br>Stores<br>Projection<br>New<br>Markets<br>1<br>Legacy<br>Markets<br>1<br>~12,000<br>~10,600<br>~12,100<br>$3.5M<br>$3.7M<br>$4.0M<br>$0.6M<br>~$0.6M<br>~$0.6M<br>$0.6M<br>~$0.6M<br>~$0.6M<br>~73%<br>~91%<br>~100%<br>~1.4 years<br>~1.1 years<br>~1.0 years<br>1<br>Reflects new stores opened in both new and legacy markets since the beginning of Fiscal 2022.<br>1
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9<br>Total Sales Growth<br>Retail Store SSS%<br>38.2%<br>48.4%<br>16.4%<br>41.3%<br>10.7%<br>7.6%<br>14.6%<br>8.8%<br>5.7%<br>66.6%<br>11.5%<br>FY13<br>FY14<br>FY15<br>FY16<br>FY17<br>FY18<br>FY19<br>FY20<br>FY21<br>FY22<br>Q3<br>FY23<br>YTD<br>10.9%<br>6.8%<br>6.7%<br>-<br>2.4%<br>-<br>2.3%<br>6.1%<br>9.5%<br>4.5%<br>-<br>1.1%<br>57.2%<br>3.6%<br>FY13<br>FY14<br>FY15<br>FY16<br>FY17<br>FY18<br>FY19<br>FY20<br>FY21<br>FY22<br>Q3<br>FY23<br>YTD<br>Consolidated SSS%<br>E<br>-<br>commerce SSS%<br>31.7%<br>4.5%<br>20.9%<br>13.2%<br>13.6%<br>1.2%<br>12.2%<br>7.4%<br>23.6%<br>38.7%<br>-<br>7.5%<br>FY13<br>FY14<br>FY15<br>FY16<br>FY17<br>FY18<br>FY19<br>FY20<br>FY21<br>FY22<br>Q3<br>FY23<br>YTD<br>11.9%<br>6.7%<br>7.3%<br>-<br>0.1%<br>0.3%<br>5.2%<br>10.0%<br>5.0%<br>3.1%<br>53.7%<br>1.8%<br>FY13<br>FY14<br>FY15<br>FY16<br>FY17<br>FY18<br>FY19<br>FY20<br>FY21<br>FY22<br>Q3<br>FY23<br>YTD<br>A Decade of Strong Sales Across Channels<br>COVID<br>PRE<br>COVID<br>COVID<br>PRE<br>COVID<br>COVID<br>PRE<br>COVID<br>COVID<br>PRE<br>COVID<br>2
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10<br>Inventory Position<br>31<br>29<br>27<br>40<br>22<br>20<br>27<br>FY17<br>FY18<br>FY19<br>FY20<br>FY21<br>FY22<br>FY23<br>Stores Weeks of Supply<br>1<br>•<br>20<br>% average comp store inventory growth (39% at Q2 quarter end).<br>•<br>54% total inventory growth (83% at Q2 quarter end).<br>•<br>3<br>-<br>year retail store SSS% stack is outpacing 3<br>-<br>year stack comp store inventory growth.<br>•<br>27 weeks of store supply.<br>•<br>Average annual unit store volume has increased 56% from $2.7M in FY20 to $4.2M in FY22.<br>57%<br>33%<br> SSS%<br> Comp Inventory<br>Stores 3<br>-<br>Year Stack %<br>COVID<br>Coming<br>out of<br>COVID<br>Supply<br>Chain<br>Disruption<br>2<br>•<br>Men’s Boots<br>•<br>Ladies’<br>Performance Boots<br>•<br>Work Boots<br>•<br>Men’s Apparel<br>•<br>Ladies’ Denim<br>•<br>Kids<br>•<br>Accessories<br>Ladies’ Apparel<br>Ladies’ Boots<br>“Fashion” 14%<br>Composition of Inventory<br>2<br>“Functional” 86%<br>1<br>Weeks of supply calculated using respective end of quarter store<br>-<br>only on<br>-<br>hand inventory and sales estimates for future weeks of<br>approximately flat retail store SSS.<br>2<br>Composition of on<br>-<br>hand inventory in stores and Fontana and Wichita distribution centers as of December 24, 2022.<br>PRE<br>COVID
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11<br>Integrating Channels<br>Legacy<br>Digital<br>Omni<br>-<br>Channel<br>Capabilities<br>~60% of Online Orders Involve a<br>Store Associate<br>15%<br>18%<br>17%<br>17%<br>16%<br>19%<br>15%<br>13%<br>FY16<br>FY17<br>FY18<br>FY19<br>FY20<br>FY21<br>FY22<br>Q3<br>FY23<br>YTD<br>E<br>-<br>comm % of Total Sales<br>COVID<br>Acquired<br>Sheplers<br>Q3 FY23 YTD Online Orders<br>•<br>Buy Online Pick<br>-<br>Up<br>In Store<br>•<br>Ship from Store<br>•<br>Same Day Delivery<br>•<br>Ship to Store<br>•<br>In<br>-<br>Store Fulfillment<br>3<br>PRE<br>COVID
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12<br>ARTIST INSPIRED<br>WESTERN<br>COUNTRY<br>Exclusive Brand Portfolio<br>WORK<br>RANCH & RODEO<br>4
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13<br>Exclusive Brands Penetration Growth<br>3.0%<br>5.0%<br>7.0%<br>9.7%<br>11.1%<br>10.7%<br>13.5%<br>16.2%<br>22.0%<br>23.7%<br>28.3%<br>32.2%<br>FY12<br>FY13<br>FY14<br>FY15<br>FY16<br>FY17<br>FY18<br>FY19<br>FY20<br>FY21<br>FY22<br>Q3<br>FY23<br>TTM<br>Exclusive Brands Penetration %<br>Margin enhancement ~1,000 bps vs. 3<br>rd<br>party brands<br>$5<br>$12<br>$24<br>$39<br>$63<br>$67<br>$92<br>$126<br>$186<br>$212<br>$421<br>$520<br>FY12<br>FY13<br>FY14<br>FY15<br>FY16<br>FY17<br>FY18<br>FY19<br>FY20<br>FY21<br>FY22<br>Q3 FY23<br>TTM<br>Exclusive Brands Sales ($M)<br>28.4%<br>34.1%<br>Q3 FY22<br>Q3 FY23<br>+570bps vs. LY<br>4
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14<br>Full Year FY23 Financial Guidance<br>1<br>FY23 estimated net sales have been provided on a 53<br>-<br>week basis. The Company estimates sales of $34 million from the 53<br>rd<br>week.<br>2<br>FY23 estimated earnings per share has been provided on a 53<br>-<br>week basis. The Company estimates that included in FY23 estimated EP<br>S is $0.19 attributed to the 53<br>rd<br>week.<br>Full Year FY23 Financial Guidance<br>Low End<br>($M)<br>High End<br>($M)<br>High End Guidance<br>Comments<br>Total Net Sales<br>1<br>Consolidated SSS%<br>Store SSS%<br>E<br>-<br>commerce SSS%<br>Total Net Sales Growth %<br>New Store Openings<br>$1,670<br>0.5%<br>2.5%<br>(10.5)%<br>12.2%<br>43<br>$1,680<br>1.0%<br>3.0%<br>(9.5)%<br>12.9%<br>43<br>Gross Profit<br>%<br>$611<br>~36.6%<br>$615<br>~36.6%<br>40bps product margin expansion vs. LY<br>(140)bps freight headwinds vs. LY<br>Income from Operations<br>%<br>$228<br>13.7%<br>$232<br>13.8%<br>GAAP Earnings per Diluted Share<br>2<br>$5.51<br>$5.60
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15<br>Q4 FY23 Financial Guidance<br>Q4 FY23 Financial Guidance<br>Low End<br>($M)<br>High End<br>($M)<br>High End Guidance<br>Comments<br>Total Net Sales<br>1<br>Consolidated SSS%<br>Store SSS%<br>E<br>-<br>commerce SSS%<br>Total Net Sales Growth %<br>New Store Openings<br>$438<br>(3.0)%<br>Flat<br>(20.0)%<br>14.4%<br>10<br>$448<br>(0.5)%<br>2.0%<br>(16.0)%<br>17.0%<br>10<br>Gross Profit<br>%<br>$156<br>~35.7%<br>$160<br>~35.7%<br>40bps product margin expansion vs. LY<br>(290)bps freight headwinds vs. LY<br>Income from Operations<br>%<br>$59<br>13.5%<br>$63<br>14.0%<br>Interest Expense<br>$1.7<br>$1.7<br>GAAP Earnings per Diluted Share<br>2<br>$1.42<br>$1.51<br>1<br>Q4 FY23 estimated net sales have been provided on a 14<br>-<br>week basis (53 weeks annually). The Company estimates sales of $34 millio<br>n from the 14<br>th<br>week.<br>2<br>Q4 FY23 estimated earnings per share has been provided on a 14<br>-<br>week basis (53 weeks annually). The Company estimates that includ<br>ed in Q4 FY23 estimated EPS is $0.19 attributed to the 14<br>th<br>week.
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16<br>investor.bootbarn.com
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