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): October 30, 2019

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	The New York Stock Exchange	

Item 2.02  Results of Operations and Financial Condition.

On October 30, 2019, Boot Barn Holdings, Inc. issued a press release announcing certain financial results for its fiscal second quarter ended September 28, 2019. 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 9.01  Financial Statements and Exhibits.
 
 	Exhibit 99.1	 	Earnings press release dated October 30, 2019.	
 	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:  October 30, 2019	By:	/s/ Gregory V. Hackman	
 	 	Name: Gregory V. Hackman	
 	 	Title:  Chief Financial Officer	

Exhibit 99.1

Boot Barn Holdings, Inc. Announces Second Quarter Fiscal Year 2020 Financial Results and Increased Annual Guidance
IRVINE, Calif.--(BUSINESS WIRE)--October 30, 2019--Boot Barn Holdings, Inc. (NYSE: BOOT) today announced its financial results for the second fiscal quarter ended September 28, 2019.
Highlights for the quarter ended September 28, 2019, were as follows:
·	Net sales increased 11.3% to $187.2 million.
·	Same store sales increased 7.8%, including an increase in retail store same store sales of 8.0% and an increase in e-commerce sales of 7.0%.
·	Net income was $7.7 million, or $0.26 per diluted share, compared to $4.5 million, or $0.16 per diluted share in the prior-year period. Net income per diluted share in the current-year period includes $0.02 per share of tax benefit from the exercise of stock options compared to approximately $0.04 per share of tax benefit from the exercise of stock options in the prior-year period. Excluding the tax benefit in both years, net income per diluted share in the current-year period doubled to $0.24, compared to $0.12 in the prior-year period.
Jim Conroy, Chief Executive Officer, commented, “We sustained our strong momentum from early in the new fiscal year and delivered an outstanding second quarter. For the tenth consecutive quarter, our physical locations posted positive same store sales, which along with an acceleration in e-commerce growth, fueled a consolidated 7.8% comp gain. There were a number of highlights from our performance led by broad-based strength across virtually all categories and geographies, strong full-price selling, a sharp increase in exclusive brand penetration, and the addition of eight stores in the quarter. On top of robust top-line results, we also achieved a 170 basis point improvement in operating margin and earnings per share that were well ahead of expectations. Same store sales growth has accelerated to approximately 10% as we have moved into the third quarter and we believe that the strategies we have in place have us well positioned to capitalize on our opportunities during the upcoming holiday shopping season and over the long-term.”

Operating Results for the Second Quarter Ended September 28, 2019
·	Net sales increased 11.3% to $187.2 million from $168.1 million in the prior-year period. Consolidated same store sales increased 7.8% with retail stores up 8.0% and e-commerce same store sales up 7.0%. The increase in net sales was driven by the increase in same store sales and sales from stores added over the past twelve months.
·	Gross profit was $59.3 million, or 31.7% of net sales, compared to $50.9 million, or 30.3% of net sales, in the prior-year period. Gross profit increased primarily due to increased sales and an increase in merchandise margin rate. The 140 basis point increase in gross profit rate was driven by a 200 basis point increase in merchandise margin rate, partially offset by 60 basis points of deleverage in buying and occupancy costs. Better full-price selling and growth in exclusive brand penetration fueled the improvement in merchandise margin.
·	Selling, general and administrative expense was $46.4 million, or 24.8% of net sales, compared to $42.2 million, or 25.1% of net sales, in the prior-year period. The increase in selling, general and administrative expenses was primarily a result of additional costs to support higher sales and expenses for both new and acquired stores. Selling, general and administrative expenses as a percentage of sales decreased by 30 basis points as a result of expense leverage on higher sales.
·	Income from operations grew 48.7% to $12.9 million, or 6.9% of net sales, compared to $8.7 million, or 5.2% of net sales, in the prior-year period. This increase represents approximately 170 basis points of improvement in operating profit margin.
·	Net income was $7.7 million, or $0.26 per diluted share, compared to $4.5 million, or $0.16 per diluted share in the prior-year period. Net income per diluted share in the current-year period includes $0.02 per share of tax benefit from the exercise of stock options compared to approximately $0.04 per share of tax benefit from the exercise of stock options in the prior-year period. Excluding the tax benefit in both years, net income per diluted share in the current-year period grew 100% to $0.24, compared to $0.12 in the prior-year period.
Operating Results for the Six Months Ended September 28, 2019
·	Net sales increased 13.0% to $373.0 million from $330.1 million in the prior-year period. Consolidated same store sales increased 8.6% with retail stores up 9.5% and e-commerce same store sales up 4.0%. The increase in net sales was driven by the increase in same store sales and sales from stores added over the past twelve months.
·	Gross profit was $121.5 million, or 32.6% of net sales, compared to $102.4 million, or 31.0% of net sales, in the prior-year period. Gross profit increased primarily due to increased sales and an increase in merchandise margin rate. The 160 basis point increase in gross profit rate was driven by a 170 basis point increase in merchandise margin rate, partially offset by 10 basis points of deleverage in buying and occupancy costs. Better full-price selling and growth in exclusive brand penetration fueled the improvement in merchandise margin.
·	Selling, general and administrative expense was $92.5 million, or 24.8% of net sales, compared to $83.8 million, or 25.4% of net sales, in the prior-year period. The increase in selling, general and administrative expenses was primarily a result of additional costs to support higher sales and expenses for both new and acquired stores. Selling, general and administrative expenses as a percentage of sales decreased by 60 basis points as a result of expense leverage on higher sales.
·	Income from operations grew 56.5% to $29.0 million, or 7.8% of net sales, compared to $18.5 million, or 5.6% of net sales, in the prior-year period. This increase represents approximately 220 basis points of improvement in operating profit margin.
·	Net income was $17.4 million, or $0.60 per diluted share, compared to $11.3 million, or $0.39 per diluted share in the prior-year period. Net income per diluted share in the current-year period includes $0.03 per share of tax benefit from the exercise of stock options compared to approximately $0.12 per share of tax benefit from the exercise of stock options in the prior-year period. Excluding the tax benefit in both years, net income per diluted share in the current-year period grew 111.1% to $0.57, compared to $0.27 in the prior-year period.

Fiscal Year 2020 Outlook
For the fiscal year ending March 28, 2020 the Company now expects:
·	To open or acquire 25 stores, including stores opened fiscal year-to-date.
·	Same store sales growth of approximately 6.5%, compared to the Company’s prior outlook of 6.0%.
·	Income from operations of $78.0 million to $81.0 million, compared to the Company’s prior outlook of $75.4 million to $78.6 million.
·	Interest expense of approximately $13.6 million, compared to the Company’s prior outlook of approximately $14.2 million.
·	Net income of $49.0 million to $51.3 million, compared to the Company’s prior outlook of $46.2 million to $48.5 million.
·	Net income per diluted share of $1.67 to $1.75 based on 29.3 million weighted average diluted shares outstanding, compared to the Company’s prior outlook of $1.57 to $1.65.
For the fiscal third quarter ending December 28, 2019, the Company expects:
·	Same store sales growth of 5.0%.
·	Total sales of $275.0 million to $280.0 million.
·	Net income per diluted share of $0.73 to $0.77 based on 29.3 million weighted average diluted shares outstanding.
Conference Call Information
A conference call to discuss the financial results for the second quarter of fiscal year 2020 is scheduled for today, October 30, 2019, 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 telephone replay of the call will be available until November 30, 2019, by dialing (844) 512-2921 (domestic) or (412) 317-6671 (international) and entering the conference identification number: 13695813. 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 248 stores in 33 states, in addition to an e-commerce channel www.bootbarn.com. The Company also operates www.sheplers.com, the nation’s leading pure play online western and work retailer and www.countryoutfitter.com, an e-commerce site selling to customers who live a country lifestyle. For more information, call 888-Boot-Barn or visit www.bootbarn.com.

Forward Looking Statements
This press release contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this press release are forward-looking statements. Forward-looking statements refer to our current expectations and projections relating to, by way of example and without limitation, our financial condition, liquidity, profitability, results of operations, margins, plans, objectives, strategies, future performance, business and industry. You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as "anticipate", "estimate", "expect", "project", "plan“, "intend", "believe", “may”, “might”, “will”, “could”, “should”, “can have”, “likely”, “outlook” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events, but not all forward-looking statements contain these identifying words. These forward-looking statements are based on assumptions that the Company’s management has made in light of their industry experience and on their perceptions of historical trends, current conditions, expected future developments and other factors they believe are appropriate under the circumstances. As you consider this press release, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (some of which are beyond the Company’s control) and assumptions. These risks, uncertainties and assumptions include, but are not limited to, the following: decreases in consumer spending due to declines in consumer confidence, local economic conditions or changes in consumer preferences; the Company’s ability to effectively execute on its growth strategy; and the Company’s failure to maintain and enhance its strong brand image, to compete effectively, to maintain good relationships with its key suppliers, and to improve and expand its exclusive product offerings. The Company discusses the foregoing risks and other risks in greater detail under the heading “Risk factors” in the periodic reports filed by the Company with the Securities and Exchange Commission. Although the Company believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect the Company’s actual financial results and cause them to differ materially from those anticipated in the forward-looking statements. Because of these factors, the Company cautions that you should not place undue reliance on any of these forward-looking statements. New risks and uncertainties arise from time to time, and it is impossible for the Company to predict those events or how they may affect the Company. Further, any forward-looking statement speaks only as of the date on which it is made. Except as required by law, the Company does not intend to update or revise the forward-looking statements in this press release after the date of this press release.

Boot Barn Holdings, Inc.
Consolidated Balance Sheets
(In thousands, except per share data)
(Unaudited)	
		September 28,		March 30,		
		2019		2019		
Assets								
Current assets:								
Cash and cash equivalents		$	13,219		$	16,614		
Accounts receivable, net			7,388			8,095		
Inventories			301,737			240,734		
Prepaid expenses and other current assets			16,247			11,900		
Total current assets			338,591			277,343		
Property and equipment, net			98,127			98,663		
Right-of-use assets, net			165,965			—		
Goodwill			197,502			195,858		
Intangible assets, net			61,074			62,845		
Other assets			1,559			1,366		
Total assets		$	862,818		$	636,075		
Liabilities and stockholders’ equity								
Current liabilities:								
Line of credit		$	85,000		$	—		
Accounts payable			131,220			104,955		
Accrued expenses and other current liabilities			49,316			46,988		
Short-term lease liabilities			31,588			—		
Total current liabilities			297,124			151,943		
Deferred taxes			16,367			17,202		
Long-term portion of notes payable, net			108,642			174,264		
Capital lease obligation			—			6,746		
Long-term lease liabilities			150,988			—		
Other liabilities			4,548			21,756		
Total liabilities			577,669			371,911		
							 	
Stockholders’ equity:								
Common stock, $0.0001 par value; September 28, 2019 - 100,000 shares authorized,
28,632 shares issued; March 30, 2019 - 100,000 shares authorized, 28,399 shares issued			3			3		
Preferred stock, $0.0001 par value; 10,000 shares authorized, no shares issued or outstanding			—			—		
Additional paid-in capital			163,204			159,137		
Retained earnings			123,093			105,692		
Less: Common stock held in treasury, at cost, 67 and 51 shares at September 28, 2019 and March 30, 2019, respectively			(1,151)			(668)		
Total stockholders’ equity			285,149			264,164		
Total liabilities and stockholders’ equity		$	862,818		$	636,075		

Boot Barn Holdings, Inc.
Consolidated Statements of Operations
(In thousands, except per share data)
(Unaudited)	
		Thirteen Weeks Ended		Twenty-Six Weeks Ended	
		September 28,		September 29,		September 28,		September 29,	
		2019		2018		2019		2018	
Net sales		$	187,183		$	168,109		$	372,950		$	330,093	
Cost of goods sold			127,845			117,191			251,456			227,728	
Gross profit			59,338			50,918			121,494			102,365	
Selling, general and administrative expenses			46,404			42,221			92,499			83,839	
Income from operations			12,934			8,697			28,995			18,526	
Interest expense, net			3,310			4,153			7,214			8,253	
Other income, net			3			—			14			—	
Income before income taxes			9,627			4,544			21,795			10,273	
Income tax expense/(benefit)			1,947			10			4,394			(1,022)	
Net income		$	7,680		$	4,534		$	17,401		$	11,295	
												 	
Earnings per share:													
Basic shares		$	0.27		$	0.16		$	0.61		$	0.41	
Diluted shares		$	0.26		$	0.16		$	0.60		$	0.39	
Weighted average shares outstanding:													
Basic shares			28,502			28,119			28,441			27,861	
Diluted shares			29,161			28,875			29,091			28,721	

Boot Barn Holdings, Inc.
Consolidated Statements of Cash Flows
(In thousands)
(Unaudited)	
		Twenty-Six Weeks Ended		
		September 28,		September 29,		
		2019		2018		
Cash flows from operating activities								
Net income		$	17,401		$	11,295		
Adjustments to reconcile net income to net cash (used in)/provided by operating activities:								
Depreciation			9,757			8,654		
Stock-based compensation			2,145			1,416		
Amortization of intangible assets			72			350		
Amortization of ROU assets			15,115			—		
Amortization of debt issuance fees and debt discount			503			630		
Loss on disposal of property and equipment			12			27		
Gain on adjustment of ROU asset and lease liability			(193)			—		
Accretion of above market leases			—			(13)		
Store impairment charge			—			305		
Deferred taxes			(835)			1,607		
Changes in operating assets and liabilities, net of acquisition:								
Accounts receivable, net			1,865			(56)		
Inventories			(58,642)			(16,745)		
Prepaid expenses and other current assets			(4,239)			(3,925)		
Other assets			(369)			(30)		
Accounts payable			24,599			13,063		
Accrued expenses and other current liabilities			3,014			74		
Other liabilities			302			658		
Operating leases			(14,645)			—		
Net cash (used in)/provided by operating activities		$	(4,138)		$	17,310		
Cash flows from investing activities								
Purchases of property and equipment		$	(15,475)		$	(15,007)		
Acquisition of business, net of cash acquired			(3,688)			(4,424)		
Net cash used in investing activities		$	(19,163)		$	(19,431)		
Cash flows from financing activities								
Borrowings on line of credit - net		$	85,000		$	5,114		
Repayments on debt and finance lease obligations			(65,300)			(10,248)		
Debt issuance fees paid			(1,233)			—		
Tax withholding payments for net share settlement			(483)			(380)		
Proceeds from the exercise of stock options			1,922			8,025		
Net cash provided by financing activities		$	19,906		$	2,511		
							 	
Net (decrease)/increase in cash and cash equivalents			(3,395)			390		
Cash and cash equivalents, beginning of period			16,614			9,016		
Cash and cash equivalents, end of period		$	13,219		$	9,406		
							 	
Supplemental disclosures of cash flow information:								
Cash paid for income taxes		$	4,704		$	301		
Cash paid for interest		$	6,494		$	7,569		
Supplemental disclosure of non-cash activities:								
Unpaid purchases of property and equipment		$	3,543		$	985		

Boot Barn Holdings, Inc.
Store Count	
					Quarter Ended	 	Quarter Ended	 	Quarter Ended	 	Quarter Ended	 	Quarter Ended	 	Quarter Ended	 	Quarter Ended	 	Quarter Ended	
					September 28,	 	June 29,	 	March 30,	 	December 29,	 	September 29,	 	June 30,	 	March 31,	 	December 30,	
					2019	 	2019	 	2019	 	2018	 	2018	 	2018	 	2018	 	2017	
Store Count (BOP)					240		240		234		232		230		226		226		222	
Opened/Acquired					8		1		6		2		3		6		—		4	
Closed Boot Barn Stores					—		(1)		—		—		(1)		(2)		—		—	
Store Count (EOP)					248		240		240		234		232		230		226		226	

Boot Barn Holdings, Inc.
Selected Store Data	
		Thirteen Weeks Ended			
			September 28,	 	 	June 29,	 	 	March 30,	 	 	December 29,	 	 	September 29,	 	 	June 30,	 	 	March 31,	 	 	December 30,			
			2019	 	 	2019	 	 	2019	 	 	2018	 	 	2018	 	 	2018	 	 	2018	 	 	2017		
Selected Store Data:																											
Same Store Sales growth			7.8	%		9.4	%		8.7	%		9.2	%		11.3	%		11.6	%		12.1	%		5.2	%		
Stores operating at end of period			248			240			240			234			232			230			226			226			
Total retail store square footage, end of period (in thousands)			2,616			2,537			2,539			2,486			2,472			2,416			2,377			2,377			
Average store square footage, end of period			10,549			10,570			10,580			10,624			10,654			10,505			10,517			10,517			
Average net sales per store (in thousands)		$	635		$	660		$	666		$	862		$	602		$	582		$	610		$	788			

Debt Covenant EBITDA Reconciliation
(Unaudited)	
	Thirteen Weeks Ended	
	September 28,
2019			June 29,
2019			March 30,
2019			December 29,
2018			September 29,
2018	
Boot Barn's Net Income	$	7,680			$	9,721			$	8,697			$	19,030			$	4,534	
Income tax expense		1,947				2,447				3,736				6,260				10	
Interest expense, net		3,310				3,904				4,067				4,011				4,153	
Depreciation and intangible asset amortization (a)		5,027				4,802				5,178				4,720				4,573	
Boot Barn's EBITDA	$	17,964			$	20,874			$	21,678			$	34,021			$	13,270	
																		 	
Non-cash stock-based compensation (b)	$	1,180			$	965			$	666			$	791			$	804	
Non-cash accrual for future award redemptions (c)		(11)				97				(73)				526				92	
Loss/(gain) on disposal of assets (d)		-				12				-				(4)				27	
Gain on adjustment of ROU asset and lease liability (e)		-				(193)				-				-				-	
Store impairment charge (f)		-				-				-				150				92	
Boot Barn's Adjusted EBITDA	$	19,133			$	21,755			$	22,271			$	35,484			$	14,285	
																		 	
Additional adjustments (g)		1,442				847				1,059				455				553	
Consolidated EBITDA per Loan Agreements	$	20,575			$	22,602			$	23,330			$	35,939			$	14,838	

__________________________________________	
(a) Excludes below-market lease amortization and certain asset depreciation expenses no longer recorded as amortization expense, but rent expense under ASC 842, beginning in the thirteen weeks ended June 29, 2019.	
(b) Represents non-cash compensation expenses related to stock options, restricted stock awards and restricted stock units granted to certain of our employees and directors.	
(c) Represents the non-cash accrual for future award redemptions in connection with our customer loyalty program.	
(d) Represents loss/(gain) on disposal of assets from store closures.	
(e) Represents a gain on adjustment of a ROU asset and lease liability.	
(f) Represents store impairment charges recorded in order to reduce the carrying amount of the assets to their estimated fair values.	
(g) Adjustments to Boot Barn's Adjusted EBITDA as provided in the 2015 Golub Term Loan and June 2015 Wells Fargo Revolver include pre-opening costs, franchise and state taxes, and other miscellaneous adjustments. Beginning in the thirteen weeks ended June 29, 2019, adjustments also include below-market lease amortization and certain asset depreciation expenses no longer recorded as amortization expense, but rent expense under ASC 842.	
 
Contacts
Investor Contact:
ICR, Inc.
Brendon Frey, 203-682-8216
BootBarnIR@icrinc.com
or
Media Contact:
Boot Barn Holdings, Inc.
Jim Watkins, 949-453-4428
Vice President, Investor Relations
BootBarnIRMedia@bootbarn.com