8-K

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): May 17, 2023

Boot Barn Holdings, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36711	90-0776290
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer 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 May 17, 2023, Boot Barn Holdings, Inc. issued a press release announcing certain financial results for its fiscal fourth quarter and fiscal year ended April 1, 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 May 17, 2023.
Exhibit 99.2	Supplemental Financial Presentation dated May 17, 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: May 17, 2023	By:	/s/ James M. Watkins
		Name: James M. Watkins
		Title: Chief Financial Officer and Secretary

EX-99.1

Exhibit 99.1

Boot Barn Holdings, Inc. Announces Fourth Quarter and Fiscal Year 2023

Financial Results

IRVINE, California – May 17, 2023—Boot Barn Holdings, Inc. (NYSE: BOOT) today announced its financial results for the fourth fiscal quarter and fiscal year ended April 1, 2023. A Supplemental Financial Presentation is available at investor.bootbarn.com.

For the quarter ended April 1, 2023 (14 weeks) compared to the quarter ended March 26, 2022 (13 weeks):

· Net sales increased 11.0% over the prior-year period to $425.7 million, cycling 48.1% net sales growth in the prior-year period.

· Same store sales decreased 5.5% compared to the prior-year period, cycling 33.3% same store sales growth in the prior-year period. The 5.5% decrease in consolidated same store sales is comprised of a decrease in retail store same store sales of 3.3% and a decrease in e-commerce same store sales of 18.4%.

· Net income was $46.4 million, or $1.53 per diluted share, compared to $44.7 million, or $1.47 per diluted share in the prior-year period. Excluding a $0.02 per share tax benefit related primarily to income tax accounting for share-based compensation, net income per diluted share was $1.51 in the current-year period.

· The Company opened 12 new stores, bringing its total store count to 345.

For the fiscal year ended April 1, 2023 (53 weeks) compared to the fiscal year ended March 26, 2022 (52 weeks):

· Net sales increased 11.4% over the prior fiscal year to $1.658 billion, cycling 66.6% net sales growth in the prior fiscal year.

· Same store sales decreased 0.1% compared to the prior fiscal year, cycling 53.7% same store sales growth in the prior fiscal year. The 0.1% decrease in consolidated same store sales is comprised of an increase in retail store same store sales of 1.8% and a decrease in e-commerce same store sales of 10.2%.

· Net income was $170.6 million, or $5.62 per diluted share, compared to $192.5 million, or $6.33 per diluted share in the prior fiscal year. Net income per diluted share in fiscal 2023 and fiscal 2022 includes an approximately $0.05 and $0.17 per share benefit, respectively, primarily due to income tax accounting for share-based compensation. Excluding the tax benefit in both years, net income per diluted share in fiscal 2023 was $5.57, compared to $6.16 in fiscal 2022.

· The Company opened 45 new stores during fiscal 2023, bringing its total store count to 345.

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Jim Conroy, President and Chief Executive Officer, commented “I am proud of the team for delivering another solid performance as we were able to hold on to the outsized gains from the prior year. We experienced double-digit total sales growth while expanding product margin for the 7th consecutive year. While our e-commerce business faced top-line sales pressure, our stores achieved positive same store sales growth for the year as they cycled a remarkable 57% comp store growth in fiscal 2022. Our new store opening efforts continue to pay off as we added 45 new stores, including expansion into five new states. Once again, our exclusive brands have exceeded our expectations with penetration growing nearly six percentage points during fiscal 2023. I am encouraged by the ongoing progress across each of our four strategic initiatives and feel the Company is well positioned for continued growth.”

Operating Results for the Fourth Quarter Ended April 1, 2023 (14 weeks) Compared to the Fourth Quarter Ended March 26, 2022 (13 weeks)

· Net sales increased 11.0% to $425.7 million from $383.3 million in the prior-year period. Consolidated same store sales decreased 5.5% with retail store same store sales decreasing 3.3% and e-commerce same store sales decreasing 18.4%. The increase in net sales was the result of the incremental sales from new stores opened over the past twelve months and the extra week of sales in the fourth quarter of fiscal 2023, partially offset by the consolidated same store sales decline of 5.5%.

· Gross profit was $155.8 million, or 36.6% of net sales, compared to $148.8 million, or 38.8% of net sales, in the prior-year period. Gross profit increased primarily due to increased sales. The decrease in gross profit rate of 220 basis points was driven primarily by a 120 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 primarily driven by a 140 basis-point headwind from higher freight expense, partially offset by 30 basis points of product margin expansion resulting from growth in exclusive brand penetration.

· Selling, general and administrative expenses were $93.1 million, or 21.9% of net sales, compared to $86.4 million, or 22.6% of net sales, in the prior-year period. The increase in selling, general and administrative expenses was primarily a result of an additional week of operating expenses in the fourth quarter of fiscal 2023, higher store payroll and increased store-related expenses in the current-year period compared to the prior-year period. Selling, general and administrative expenses as a percentage of net sales decreased by 70 basis points primarily as a result of lower incentive-based compensation, marketing expenses, and leverage from the 14^th week.

· Income from operations increased $0.3 million to $62.7 million, or 14.7% of net sales, compared to $62.4 million, or 16.3% of net sales, in the prior-year period, primarily due to the factors noted above.

· Net income was $46.4 million, or $1.53 per diluted share, compared to net income of $44.7 million, or $1.47 per diluted share in the prior-year period. Excluding a $0.02 per share tax benefit related primarily to income tax accounting for share-based compensation, net income per diluted share was $1.51 in the current-year period.

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Operating Results for the Fiscal Year Ended April 1, 2023 (53 weeks) Compared to the Fiscal Year Ended March 26, 2022 (52 weeks)

· Net sales increased 11.4% to $1.658 billion from $1.488 billion in the prior fiscal year. Consolidated same store sales decreased 0.1% with retail store same store sales increasing 1.8% and e-commerce same store sales decreasing 10.2%. The increase in net sales was the result of the incremental sales from new stores opened over the past twelve months and the additional sales from the 53^rd week.

· Gross profit was $610.6 million, or 36.8% of net sales, compared to $575.1 million, or 38.6% of net sales, in the prior fiscal year. Gross profit increased primarily due to increased sales. The decrease in gross profit rate of 180 basis points was driven by 110 basis points of deleverage in buying, occupancy and distribution center costs and a 70 basis-point decrease in merchandise margin. The decline in merchandise margin rate was primarily driven by a 100 basis-point headwind from higher freight expense, partially offset by 30 basis points of product margin expansion resulting from growth in exclusive brand penetration.

· Selling, general and administrative expenses were $378.8 million, or 22.9% of net sales, compared to $316.7 million, or 21.3% of net sales, in the prior fiscal year. The increase in selling, general and administrative expenses was primarily a result of higher store payroll and store-related expenses, increased marketing expenses in fiscal 2023 compared to fiscal 2022, and additional operating expenses in the 53^rd week. Selling, general and administrative expenses as a percentage of net sales increased by 160 basis points primarily as a result of an increase in store-related expenses, store payroll and marketing expenses.

· Income from operations decreased $26.6 million to $231.8 million, or 14.0% of net sales, compared to $258.3 million, or 17.4% of net sales, in the prior fiscal year, primarily due to the factors noted above.

· Net income was $170.6 million, or $5.62 per diluted share, compared to net income of $192.5 million, or $6.33 per diluted share in the prior fiscal year. Net income per diluted share in fiscal 2023 and fiscal 2022 includes an approximately $0.05 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 fiscal 2023 was $5.57, compared to $6.16 in fiscal 2022.

3

Sales by Channel

The following table includes total net sales growth/(decline) and same store sales growth/(decline) for the periods indicated below:

											Preliminary		High-End Guidance
	Fourteen Weeks			Four Weeks		Four Weeks		Six Weeks			Quarter-to-Date		Thirteen Weeks
	Ended			Fiscal 2023		Fiscal 2023		Fiscal 2023			Through		Ending
	April 1, 2023			January		February		March			May 15, 2023		July 1, 2023
Total Net Sales Growth/(Decline)	11.0	%	*	4.4	%	5.7	%	19.9	%	*	2.1	%	(0.5)	%
Retail Stores SSS	(3.3)	%		0.6	%	(1.9)	%	(6.2)	%		(4.3)	%	(6.0)	%
E-commerce SSS	(18.4)	%		(16.3)	%	(18.7)	%	(19.4)	%		(15.2)	%	(15.0)	%
Total SSS	(5.5)	%		(2.1)	%	(4.5)	%	(8.0)	%		(5.8)	%	(7.0)	%

*Note: Total net sales growth for the six weeks ended fiscal 2023 March compares to the five weeks ended fiscal 2022 March. Total net sales growth for the fourteen weeks ended April 1, 2023 compares to the thirteen weeks ended March 26, 2022. Fiscal 2023 was a 53-week year, compared to fiscal 2022 which was a 52-week year.

Balance Sheet Highlights as of April 1, 2023

· Cash of $18.2 million.

· $66.0 million drawn under our $250 million revolving credit facility.

Fiscal Year 2024 Outlook

The Company is providing guidance for what it can reasonably estimate at this time. For the fiscal year ending March 30, 2024 the Company expects:

· To open 52 new stores.

· Total sales of $1.690 billion to $1.723 billion, representing growth of 2.0% to 4.0% over the prior year, which was a 53-week year.

· Same store sales decline of approximately (6.5)% to (4.5)%, with retail store same store sales declines of approximately (7.0)% to (5.2)% and e-commerce same store sales declines of (3.0)% to growth of 1.0%.

· Gross profit between $613.7 million and $629.7 million, or approximately 36.3% to 36.5% of sales. Gross profit reflects an estimated 150 basis point increase in merchandise margin which includes a 100 basis point improvement from freight expense. We expect to grow exclusive brand penetration by 400 basis points. We anticipate 180 basis points of deleverage in buying, occupancy and distribution center costs primarily resulting from negative same store sales, higher occupancy from new stores, and the cost of the new Kansas City distribution center.

· Selling, general and administrative expenses between $416.2 million and $419.8 million. This represents approximately 24.6% to 24.4% of sales.

· Income from operations between $197.5 million and $209.9 million. This represents approximately 11.7% to 12.2% of sales.

· Interest expense of $4.3 million.

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· Effective tax rate of 25.6%.

· Net income of $143.8 million to $153.0 million.

· Net income per diluted share of $4.70 to $5.00 based on 30.6 million weighted average diluted shares outstanding.

· Capital expenditures between $90 million and $95 million.

For the fiscal first quarter ending July 1, 2023, the Company expects:

· Total sales of $357 million to $364 million, representing a decline of (2.4)% to (0.5)% over the prior-year period.

· Same store sales decline of approximately (9.0)% to (7.0)%, with retail store same store sales declines of (8.0)% to (6.0)% and e-commerce same store sales declines of (17.0)% to (15.0)%.

· Gross profit between $127.5 million and $131.1 million, or approximately 35.7% to 36.0% of sales. Gross profit reflects an estimated 80 basis point increase in merchandise margin which assumes flat freight expense year-over-year. We anticipate 250 basis points of deleverage in buying, occupancy and distribution center costs primarily resulting from negative same store sales, higher occupancy from new stores, and the cost of the new Kansas City distribution center.

· Selling, general and administrative expenses between $93.8 million and $94.9 million. This represents approximately 26.3% to 26.1% of sales.

· Income from operations between $33.7 million and $36.2 million. This represents approximately 9.4% to 9.9% of sales.

· Net income per diluted share of $0.79 to $0.85 based on 30.6 million weighted average diluted shares outstanding.

Conference Call Information

A conference call to discuss the financial results for the fourth quarter and fiscal year 2023 is scheduled for today, May 17, 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 June 17, 2023, by dialing (844) 512-2921 (domestic) or (412) 317-6671 (international) and entering the conference identification number: 13738768. 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 352 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.

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Forward Looking Statements

This press release contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this press release are forward-looking statements. Forward-looking statements refer to our current expectations and projections relating to, by way of example and without limitation, our financial condition, liquidity, profitability, results of operations, margins, plans, objectives, strategies, future performance, business and industry. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate", "estimate", "expect", "project", "plan“, "intend", "believe", “may”, “might”, “will”, “could”, “should”, “can have”, “likely”, “outlook” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events, but not all forward-looking statements contain these identifying words. These forward-looking statements are based on assumptions that the Company’s management has made in light of their industry experience and on their perceptions of historical trends, current conditions, expected future developments and other factors they believe are appropriate under the circumstances. As you consider this press release, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (some of which are beyond the Company’s control) and assumptions. These risks, uncertainties and assumptions include, but are not limited to, the following: decreases in consumer spending due to declines in consumer confidence, local economic conditions or changes in consumer preferences; the Company’s ability to effectively execute on its growth strategy; 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; and the effect of COVID-19 on our business. 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)

	April 1,		March 26,
	2023		2022
Assets
Current assets:
Cash and cash equivalents	$	18,193	$	20,674
Accounts receivable, net		13,145		9,662
Inventories		589,494		474,300
Prepaid expenses and other current assets		48,341		37,195
Total current assets		669,173		541,831
Property and equipment, net		257,143		155,247
Right-of-use assets, net		326,623		241,147
Goodwill		197,502		197,502
Intangible assets, net		60,751		60,813
Other assets		6,189		3,315
Total assets	$	1,517,381	$	1,199,855
Liabilities and stockholders’ equity
Current liabilities:
Line of credit	$	66,043	$	28,549
Accounts payable		134,246		131,394
Accrued expenses and other current liabilities		122,958		133,408
Short-term lease liabilities		51,595		43,117
Total current liabilities		374,842		336,468
Deferred taxes		33,260		26,895
Long-term lease liabilities		330,081		234,584
Other liabilities		2,748		2,232
Total liabilities		740,931		600,179
Stockholders’ equity:
Common stock, $0.0001 par value; April 1, 2023 - 100,000 shares authorized, 30,072 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		209,964		199,054
Retained earnings		576,030		405,477
Less: Common stock held in treasury, at cost, 192 and 135 shares at April 1, 2023 and March 26, 2022, respectively		(9,547)		(4,858)
Total stockholders’ equity		776,450		599,676
Total liabilities and stockholders’ equity	$	1,517,381	$	1,199,855

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Boot Barn Holdings, Inc.

Consolidated Statements of Operations

(In thousands, except per share data)

(Unaudited)

	Fourteen Weeks		Thirteen Weeks		Fifty-Three Weeks		Fifty-Two Weeks
	Ended		Ended		Ended		Ended
	April 1,		March 26,		April 1,		March 26,
	2023		2022		2023		2022
Net sales	$	425,661	$	383,308	$	1,657,615	$	1,488,256
Cost of goods sold		269,829		234,472		1,047,043		913,183
Gross profit		155,832		148,836		610,572		575,073
Selling, general and administrative expenses		93,116		86,447		378,785		316,735
Income from operations		62,716		62,389		231,787		258,338
Interest expense		1,535		388		5,880		5,780
Other income/(loss), net		181		(126)		(29)		35
Income before income taxes		61,362		61,875		225,878		252,593
Income tax expense		14,953		17,162		55,325		60,143
Net income	$	46,409	$	44,713	$	170,553	$	192,450
Earnings per share:
Basic shares	$	1.55	$	1.51	$	5.72	$	6.51
Diluted shares	$	1.53	$	1.47	$	5.62	$	6.33
Weighted average shares outstanding:
Basic shares		29,847		29,671		29,805		29,556
Diluted shares		30,422		30,411		30,370		30,391

8

Boot Barn Holdings, Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Fiscal Year Ended
	April 1,		March 26,		March 27,
	2023		2022		2021
Cash flows from operating activities
Net income	$	170,553	$	192,450	$	59,386
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		35,883		27,280		24,059
Stock-based compensation		9,711		9,475		7,158
Amortization of intangible assets		62		72		89
Noncash lease expense		47,869		39,286		34,231
Amortization and write-off of debt issuance fees and debt discount		130		1,878		884
Loss on disposal of property and equipment		334		175		87
(Gain)/loss on adjustment of right-of-use assets and lease liabilities		—		(259)		295
Store impairment charges		—		—		384
Deferred taxes		6,365		4,902		2,192
Changes in operating assets and liabilities, net of acquisition:
Accounts receivable, net		(2,716)		5,222		8,050
Inventories		(115,194)		(198,540)		12,957
Prepaid expenses and other current assets		(11,276)		(24,577)		1,382
Other assets		(2,874)		(236)		(1,729)
Accounts payable		(2,636)		25,502		12,360
Accrued expenses and other current liabilities		(18,541)		45,229		25,003
Other liabilities		516		(1,192)		2,789
Operating leases		(29,299)		(37,803)		(33,655)
Net cash provided by operating activities	$	88,887	$	88,864	$	155,922
Cash flows from investing activities
Purchases of property and equipment	$	(124,534)	$	(60,443)	$	(28,424)
Net cash used in investing activities	$	(124,534)	$	(60,443)	$	(28,424)
Cash flows from financing activities
Borrowings/(payments) on line of credit - net	$	37,494	$	28,549	$	(129,900)
Repayments on debt and finance lease obligations		(838)		(112,304)		(667)
Tax withholding payments for net share settlement		(4,689)		(2,904)		(754)
Proceeds from the exercise of stock options		1,199		5,764		7,408
Net cash provided by/(used in) financing activities	$	33,166	$	(80,895)	$	(123,913)
Net (decrease)/increase in cash and cash equivalents		(2,481)		(52,474)		3,585
Cash and cash equivalents, beginning of period		20,674		73,148		69,563
Cash and cash equivalents, end of period	$	18,193	$	20,674	$	73,148
Supplemental disclosures of cash flow information:
Cash paid for income taxes	$	60,171	$	41,684	$	11,458
Cash paid for interest	$	5,835	$	3,808	$	8,795
Supplemental disclosure of non-cash activities:
Unpaid purchases of property and equipment	$	21,487	$	14,963	$	2,642

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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
	April 1,	December 24,	September 24,	June 25,	March 26,	December 25,	September 25,	June 26,
	2023	2022	2022	2022	2022	2021	2021	2021
Store Count (BOP)	333	321	311	300	289	278	276	273
Opened/Acquired	12	12	10	11	11	11	3	3
Closed	—	—	—	—	—	—	(1)	—
Store Count (EOP)	345	333	321	311	300	289	278	276

Boot Barn Holdings, Inc.

Selected Store Data

	Fourteen Weeks
	Ended			Thirteen Weeks Ended
	April 1,			December 24,			September 24,			June 25,			March 26,			December 25,			September 25,			June 26,
	2023			2022			2022			2022			2022			2021			2021			2021
Selected Store Data:
Same Store Sales (decline)/growth		(5.5)	%		(3.6)	%		2.3	%		10.0	%		33.3	%		54.2	%		61.7	%		78.9	%
Stores operating at end of period		345			333			321			311			300			289			278			276
Total retail store square footage, end of period (in thousands)		3,735			3,598			3,451			3,333			3,194			3,063			2,940			2,915
Average store square footage, end of period		10,825			10,806			10,751			10,717			10,648			10,597			10,575			10,563
Average net sales per store (in thousands)	$	1,088		$	1,320		$	966		$	1,031		$	1,094		$	1,372		$	965		$	942

10

EX-99.2

Exhibit 99.2

0 Offering everyone a piece of the American spirit—one handshake at a time. Supplemental Financial Presentation May 2023

1 Important Information Forward-Looking Statements 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," “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 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 presentation, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (some of which are beyond the Company’s control) and assumptions. These risks, uncertainties and assumptions include, but are not limited to, the following: decreases in consumer spending due to declines in consumer confidence, local economic conditions or changes in consumer preferences; the Company’s ability to effectively execute on its growth strategy; 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; and the effect of COVID-19 on our business. 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 presentation after the date of this presentation. Industry and Market Information 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, 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 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 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 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, 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 conducted by market research institutes, consultancy firms or independent sources. Recent Developments 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. 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 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 further discussion of the uncertainties and business risks affecting the Company, see Item 1A, Risk Factors, of our Fiscal 2023 10-K.

2 $163 $171 $193 $189 $259 $383 $426 FY17 FY18 FY19 FY20 FY21 FY22 FY23 Q4 Fiscal 2023 Results 11 11 11 10 12 12 Q3 FY22 Q4 FY22 Q1 FY23 Q2 FY23 Q3 FY23 Q4 FY23 New Unit Growth -0.9% 12.1% 8.7% -4.7% 26.9% 33.3% -5.5% FY17 FY18 FY19 FY20 FY21 FY22 FY23 Q4 Total Sales ($M) (2.1)% +37.2% +48.1% +11.0% Q4 Same Store Sales % Q4 GAAP EPS +9.1% +4.8% +12.9% $0.10 $0.24 $0.30 $0.20 $0.82 $1.47 $1.53 FY17 FY18 FY19 FY20 FY21 FY22 FY23 1Q4 Fiscal 2023 was a 14-week quarter as a result of the 53rd week in Fiscal 2023. Management estimates the 14th week of Q4 Fiscal 2023 contributed $28.3M sales and approximately $0.16 of earnings per diluted share. 1 1

3 $630 $678 $777 $846 $893 $1,488 $1,658 FY17 FY18 FY19 FY20 FY21 FY22 FY23 Full Year Fiscal 2023 Results Store Count 0.3% 5.2% 10.0% 5.0% 3.1% 53.7% -0.1% FY17 FY18 FY19 FY20 FY21 FY22 FY23 Full Year Total Sales ($M) +8.8% +5.7% +66.6% +11.4% Full Year Same Store Sales % Full Year GAAP EPS +10.7% +7.6% +14.6% $0.53 $1.05 $1.35 $1.64 $2.01 $6.33 $5.62 FY17 FY18 FY19 FY20 FY21 FY22 FY23 219 226 240 259 273 300 345 FY17 FY18 FY19 FY20 FY21 FY22 FY23 1Fiscal 2023 was a 53-week year. Management estimates the 53rd week contributed $28.3M sales and approximately $0.16 of earnings per diluted share. 1 1

4 Full Year Fiscal 2023 Highlights Results Fiscal 20231 Total Sales $ $1.7 Billion Total Sales Growth % +11.4% Consolidated Same Store Sales Growth % (0.1)% Stores +1.8% E-comm (10.2)% Active B Rewarded Customers Purchasing 7.1M2 +22% New Store Openings 45 +15% Exclusive Brand Penetration % 34.0% +570bps EBIT % 14.0% GAAP EPS $ $5.623 1Fiscal 2023 was a 53-week year. Management estimates the 53rd week contributed $28.3M sales and approximately $0.16 of earnings per diluted share. 2As of April 1, 2023, our loyalty program included approximately 7.1 million members who have purchased merchandise from us in the last three fiscal years. 3Fiscal 2023 earnings per diluted share includes a $0.05 benefit related primarily to income tax accounting for share-based compensation. Excluding this benefit, net income per diluted share was $5.57 in Fiscal 2023.

5 Strategic Initiatives Update 1 2 3 4 Expand Our Store Base Drive Same Store Sales Growth Continue Omni-Channel Leadership Build Out Exclusive Brand Portfolio

6 15% New Unit Growth in FY23 & Projected for FY24 86 117 152 169 208 219 226 240 259 273 300 345 397 FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 E Store Count 1 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. 1

7 1 Expansion Into New and Existing Markets • 352 stores • 44 states • 86 stores • 8 states 2012 Today New Store Economics 10K 12K SqFt $1.7M $3.5M 1st Year Sales $700K $1.4M Investment 32% 75% Return on Investment IPO Model Today 3yr Payback ~1yr Payback

8 1 Added Kansas City DC to Support New Store Growth • Located in the center of the country to support the eastward expansion of Boot Barn. • 460K sq ft facility utilizing automation (robots). • Capacity for approximately 6 million units. • Build-out completed March 2023. Receiving activity commenced in April and outbound activity expected May.

9 2 A Decade of Strong Sales Across Channels Total Sales Growth % 38.2% 48.4% 16.4% 41.3% 10.7% 7.6% 14.6% 8.8% 5.7% 66.6% 11.4% 4.0% FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 E Consolidated SSS% 11.9% 6.7% 7.3% -0.1% 0.3% 5.2% 10.0% 5.0% 3.1% 53.7% -0.1% -4.5% FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 E Retail Store SSS% 10.9% 6.8% 6.7% -2.4% -2.3% 6.1% 9.5% 4.5% -1.1% 57.2% 1.8% -5.2% FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 E E-commerce SSS% 31.7% 4.5% 20.9% 13.2%13.6% 1.2% 12.2% 7.4% 23.6% 38.7% -10.2% 1.0% FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 E 1Reflects the high end of the Company’s guidance range provided on its May 17, 2023 earnings call. 1 1 1 1

10 2 Sales Growth Exceeds Industry Tailwinds -20% 28% 9% 4% 12% 6% 67% 11% 25% 96% FY21 FY22 FY23 3 Year CAGR Total Growth Sales Growth % Boot Barn Western & work public companies1 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. (consolidated revenue excluding the acquired brands under the Honeywell International Inc. acquisition). 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. 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 . 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. 4 4 4 3 2

11 2 Sustaining Elevated Store Sales $1.9 $1.9 $2.2 $2.3 $2.3 $2.3 $2.4 $2.6 $2.7 $2.6 $4.5 $4.6 $4.4 FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 E Average Store Volume (AUV) Excluding New Stores Opened in FY21 – FY24 ($M)1 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.

12 9% 8% 9% 9% 8% 11% 11% 11% 91% 92% 91% 91% 92% 89% 89% 89% FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 E 2 Functional Product Selling Dominates Fashion Historical Sales Penetration % (Comp Stores)1 Functional – Comprised of men’s boots, ladies’ performance boots, work boots, men’s apparel, ladies’ denim, kids and accessories. Fashion – Comprised of ladies’ leather sole boots and ladies’ non-denim apparel. Retail Store SSS% (2.3)% +6.1% +9.5% +4.5% (1.1)% +57.2% +1.8% (5.2)% 1Reflects penetration of retail store same store sales in each fiscal year by functional or fashion category.

13 ~500bps Merchandise Margin Rate Growth over Five Years2 Healthy Inventory Position 32 34 36 21 24 30 FY19 FY20 FY21 FY22 FY23 FY24 E Stores Weeks of Supply1 • Modest average comp store inventory growth (8% dollars, 3% units). • 24% total inventory growth. • 3-year retail store SSS% stack is outpacing 3-year stack comp store inventory growth. • 30 weeks of store supply (lower than pre-pandemic levels). 35% 56% Comp Inventory SSS% Comp Stores 3-Year Stack % 2 1Weeks of supply calculated using respective end of quarter store-only on-hand inventory and store sales estimates for future weeks. 2Merchandise margin rate has increased approximately 500 basis points over the five-year period of Fiscal 2018 through Fiscal 2023. +110bps +90bps +90bps +270bps (70)bps +150bps FY19 FY20 FY21 FY22 FY23 FY24 E FY23 includes (100)bps of freight headwinds FY24 includes 100bps of freight tailwinds

14 3 Stores Provide Competitive Advantage Legacy Digital Omni-Channel Capabilities ~60% of Online Orders Involve a Store Associate FY23 Online Orders • Buy Online Pick-Up In Store • Ship from Store • Same Day Delivery • Ship to Store • In-Store Fulfillment

15 3 Integrating Channels Boot Barn Mobile App • Drive customer traffic to stores • Shop local store • Mobile shopping • Concerts & events calendar • Music streaming

16 Machine Learning Model Driven Product Recommendations ChatGPT Conversational Experience 3 Leveraging New Technologies to Drive Sales • Leverages proprietary market basket analysis. • Runs on in-store RangeFinder application (can be added to online experience at a later date). • Creates intelligent and relevant product recommendations (from within the Boot Barn assortment). • Accesses ChatGPT to create conversational experience. • Provides store associates with same capability on handheld device enabling expert styling advice.

17 WESTERN COUNTRY ARTIST INSPIRED Exclusive Brands Portfolio WORK RANCH & RODEO 4

18 Exclusive Brands Penetration Growth 3.0% 5.0% 7.0% 9.7% 11.1% 10.7% 13.5% 16.2% 22.0% 23.7% 28.3% 34.0% 38.0% FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 E Exclusive Brands Penetration % Margin enhancement ~1,000 bps vs. 3rd party brands $5 $12 $24 $39 $63 $67 $92 $126 $186 $212 $421 $564 $655 FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 E Exclusive Brands Sales ($M) 4 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. 1 1

19 FY24 Guidance

20 Full Year FY24 Financial Guidance Full Year FY24 Financial Guidance Low End ($M) High End ($M) High End Guidance Comments Total Net Sales Consolidated SSS% Store SSS% E-commerce SSS% Total Net Sales Growth % New Store Openings $1,690 (6.5)% (7.0)% (3.0)% 2.0% 52 $1,723 (4.5)% (5.2)% +1.0% 4.0% 52 $3.5M annual sales proforma Gross Profit % $613.7 36.3% $629.7 36.5% +150bps merchandise margin expansion including +100bps freight tailwind (180)bps Buying/Occupancy/DC deleverage SG&A % $416.2 24.6% $419.8 24.4% Income from Operations % $197.5 11.7% $209.9 12.2% GAAP Earnings per Diluted Share $4.70 $5.00 Interest Expense of $4.3M Capital expenditures of $90M - $95M

1Reflects the high end of the Company’s Fiscal 2024 guidance range provided on their May 17, 2023 earnings call. 21 $0.53 $5.00 FY17 FY24 E GAAP EPS $630 $1,723 FY17 FY24 E Total Sales ($M) +174% Growth +15% CAGR Over 800% Growth +37% CAGR Historical Sales & EPS Growth 1 1

22 FY24 Leverage Points Buying/Occupancy/DC FY24 Estimated Leverage Point FY24 Consolidated SSS% Leverage Point 14% 53rd Week (2)% Annualizing New Unit Growth from 10% to 15% (3)% Kansas City Distribution Center (3)% Comp Store Remodels (2)% Proforma Leverage Point 4% SG&A FY24 Estimated Leverage Point FY24 Consolidated SSS% Leverage Point 2.5%

23 Q1 FY24 Financial Guidance Q1 FY24 Financial Guidance Low End ($M) High End ($M) High End Guidance Comments Total Net Sales Consolidated SSS% Store SSS% E-commerce SSS% Total Net Sales Decline % New Store Openings $357 (9.0)% (8.0)% (17.0)% (2.4)% 13 $364 (7.0)% (6.0)% (15.0)% (0.5)% 13 Gross Profit % $127.5 35.7% $131.1 36.0% +80bps merchandise margin expansion which assumes flat freight expense year-over-year (250)bps Buying/Occupancy/DC deleverage SG&A % $93.8 26.3% $94.9 26.1% Income from Operations % $33.7 9.4% $36.2 9.9% GAAP Earnings per Diluted Share $0.79 $0.85

24 National Leader in Attractive Market • Leading player in estimated $40 billion industry • Brick-and-mortar presence in 44 states and online sales in all 50 states plus international • Pressure-tested model World Class Omni-Channel Capabilities • Strong variety of omni-channel offerings in place • Ability to drive incremental traffic to stores • Improved customer satisfaction with added convenience and quicker delivery Strong New Unit Growth Opportunities • Proven ability to open stores in both new and existing markets • Store-preferred shopping experience • Minimal sales cannibalization from opening stores in existing markets Lifestyle Brand with Loyal Customer • Genuine lifestyle retail brand • Extremely loyal customers seeking authenticity • Lifestyle experience across stores, e-commerce and events Profit Enhancement Opportunities • Proven ability to drive merchandise margin expansion with full-price selling model • Economies of scale in purchasing & ability to leverage expenses Investment Considerations Exclusive Brands • 1,000bps margin enhancement vs. 3rd party brands • Differentiated assortment to satisfy all customer segments • Proven supply chain reliability

25 investor.bootbarn.com

XML

Document and Entity Information	May 17, 2023
Document and Entity Information
Document Type	8-K
Document Period End Date	May 17, 2023
Entity File Number	001-36711
Entity Registrant Name	Boot Barn Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	90-0776290
Entity Address, Address Line One	15345 Barranca Parkway
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92618
City Area Code	949
Local Phone Number	453-4400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	BOOT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001610250
Amendment Flag	false