UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
 
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): June 4, 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:
 
o                       Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o                       Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o                       Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o                       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).
 
o   Emerging growth company
 
o If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to section 13(a) of the Exchange Act.
 
Securities registered pursuant to Section 12(b) of the Act:

Title of each class	 	Trading Symbol	 	Name of each exchange on which registered	
Common Stock, $0.0001 par value	 	BOOT	 	New York Stock Exchange	

 

 
Item 7.01      Regulation FD Disclosure.
 
Boot Barn Holdings, Inc. (the “Company”) is furnishing this Current Report on Form 8-K in connection with the disclosure of information contained in an investor presentation (the “Presentation”) to be used by the Company at various meetings with institutional investors and analysts. This information may be amended or updated at any time and from time to time through another Current Report on Form 8-K or other means. A copy of the Presentation is furnished herewith as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.
 
The information furnished in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference into any registration statement filed pursuant to the Securities Act of 1933, as amended, except as may be expressly set forth by specific reference in such filing.
 
The Company expressly disclaims any obligation to update or revise any of the information contained in the Presentation.
 
The Presentation is available on the Company’s investor relations website located at investor.bootbarn.com, although the Company reserves the right to discontinue that availability at any time.
 
Item 9.01   Financial Statements and Exhibits.

Exhibit 99.1	 	Investor Presentation dated June 2019	
 
2 

 
SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 	BOOT BARN HOLDINGS, INC.	
 	 	
Date: June 4, 2019	By:	/s/ Gregory V. Hackman	
 	 	Name: Gregory V. Hackman	
 	 	Title: Chief Financial Officer	
 
3 

Exhibit 99.1 
June 2019

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 and the Company’s ability to effectively: execute on its growth strategy; maintain and enhance its strong brand image; compete effectively; maintain good relationships with its key suppliers; and 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 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. Non-GAAP Financial Measures The Company presents Adjusted EBITDA and Adjusted EBIT because they are important financial measures that its management, board of directors and lenders use to assess the Company’s operating performance. However, Adjusted EBITDA and Adjusted EBIT are non-GAAP financial measures and should not be considered in isolation or as an alternative to net income or any other measure of financial performance calculated and presented in accordance with GAAP. The Company defines Adjusted EBITDA as earnings before interest, income tax, depreciation and amortization, or EBITDA, adjusted to exclude non-cash stock-based compensation, the non-cash accrual for future award redemptions, recapitalization expenses, acquisition-related expenses, acquisition-related integration costs, amortization of inventory fair value adjustment, loss on disposal of assets and contract termination costs, store impairment charges, secondary offering costs, and other due diligence expenses. Adjusted EBIT is defined as Adjusted EBITDA less depreciation and amortization. In addition, for fiscal year 2017, which was a 53-week fiscal year, the Company has made further adjustments to account for the extra week. Since Adjusted EBITDA and Adjusted EBIT are non-GAAP financial measures, they are susceptible to varying calculations and the Company’s Adjusted EBITDA and Adjusted EBIT may not be comparable to similarly titled measures of other companies, including companies in its industry. See the Appendix to this presentation for a reconciliation of Adjusted EBITDA and Adjusted EBIT to Net Income.

APPENDIX STRATEGIC INITIATIVES CONTINUE OMNI-CHANNEL LEADERSHIP BUILD OUT EXCLUSIVE BRAND PORTFOLIO EXPAND OUR STORE BASE 1 2 3 4 BOOT BARN STORY AGENDA DRIVE SAME STORE SALES GROWTH

BOOT BARN IS A COMPELLING INVESTMENT STORY Healthy same store sales growth in stores and online Importance of quality and fit Lifestyle experience across stores, e-commerce and events Significant e-commerce penetration STRONG OMNI-CHANNEL BRAND PRESENCE NATIONAL LEADER IN ATTRACTIVE NICHE Leader and authority in the western and work industry Genuine lifestyle retail brand Extremely loyal customers seeking authenticity Unique merchandise assortment Proven ability to drive growth and expansion Exclusive brand growth Economies of scale in purchasing Ability to leverage expenses GROWTH AND PROFIT ENHANCEMENT OPPORTUNITIES

A NEW PERSPECTIVE ON AMERICA 1Source: https://www.bloomberg.com/graphics/2018-us-land-use/ Pasture/Range 35% Forest 28% Cropland 21% Miscellaneous 3% Special Use 9% Urban 4% ~85% of U.S.

1 Fox News 1/4/2019, “The 10 best-selling vehicles in the United States in 2018 were mostly trucks and SUVs”; 2 Forbes.com, 10/31/16, “Country Music’s Popularity and Influence Continues to Rise” A TRUE AMERICAN LIFESTYLE Country music popularity continues to rise2 Top 3 vehicles sold in 2018 were pick-up trucks1 Hundreds of rodeos held in the U.S. Popular spectator sport

LARGE $20 BILLION INDUSTRY1 PROVIDES GROWTH OPPORTUNITY Drivers of work wear growth Blue collar employment Strength in oil & gas Construction spending Commercial accounts Work safety regulations Country music Western events Ranching Horse ownership Agriculture Drivers of western wear growth ATTRACTIVE DYNAMICS Highly fragmented Less fashion driven than traditional apparel Purchases are often non-discretionary ~$20 BILLION MARKET OPPORTUNITY 1Source: Estimate from Mōd Advisors LLC Western Wear , 40% Work Wear , 60%

1 Fiscal year ended March 30, 2019. 2As of March 30, 2019, western styles comprised approximately 70% of our sales, with work related and other styles making up the balance. PRODUCT MIX1 DIVERSIFIED SALES MIX MITIGATES RISK END USER1 CHANNEL1 Footwear 52% Hats, Accessories & Other 14% Apparel 34% Women 23% Unisex 7% Men 65% Kids 5% E-commerce 17% Stores 83% Western: 70% of Sales2 Work and Other: 30% of Sales2

EVERYDAY MERCHANDISE WITH LIMITED FASHION RISK RUGGED FOOTWEAR OUTERWEAR Flame resistant PANTS SHIRTS WORK & Other BOOTS DENIM WESTERN SHIRTS COWBOY HATS BELTS WESTERN Low fashion quotient minimizes markdown exposure Vast majority of our merchandise sales are at full price1 ¹Excludes sheplers.com sales.

BOOT BARN HAS A HISTORY OF GROWTH Note: Fiscal year ends March. FY13 includes 29 stores acquired from RCC with 7 month net sales of $35.5 million. FY14 includes 30 stores acquired from Baskins with 10 month net sales of $63.4 million. Sheplers was acquired June 29, 2015, the beginning of Q2 FY16. ¹Fiscal 2017 was a 53-week year. The fiscal 2017 reported results have been adjusted above to reflect management’s estimated 52-week results. The Company estimated that included in fiscal 2017 reported earnings per share was $0.03 attributed to the 53rd week. See the reconciliation included in the Appendix. NET SALES ($MM) ADJUSTED EBIT ($MM) 1 1 CAGR ~22% $233 $346 $403 $569 $619 $678 $777 FY13 FY14 FY15 FY16 FY17 FY18 FY19 $23 $32 $39 $46 $41 $49 $68 FY13 FY14 FY15 FY16 FY17 FY18 FY19

RECAP OF FOURTH QUARTER RESULTS INCOME FROM OPERATIONS ($MM) 12.9% Growth Q4 FY2019 6.6% of sales 8.6% of sales NET SALES ($MM) SAME STORE SALES $170.8 $192.8 Q4 FY2018 Q4 FY2019 $11.3 $16.5 Q4 FY2018 Q4 FY2019 8.7% 9.8% 3.3% Consolidated Stores E-commerce

RECAP OF FISCAL 2019 RESULTS 14.6% Growth FY2019 6.8% of sales 8.3% of sales SAME STORE SALES NET SALES ($MM) INCOME FROM OPERATIONS ($MM) $677.9 $776.9 FY2018 FY2019 $46.3 $64.3 FY2018 FY2019 10.0% 9.5% 12.2% Consolidated Stores E-commerce

STRATEGIC INITIATIVES CONTINUE OMNI-CHANNEL LEADERSHIP BUILD OUT EXCLUSIVE BRAND PORTFOLIO EXPAND OUR STORE BASE 1 2 3 4 DRIVE SAME STORE SALES GROWTH

SEGMENTATION DRIVES MARKETING & MERCHANDISING EXECUTION SEGMENTATION MERCHANDISING MARKETING

ENHANCED IN-STORE EXPERIENCE SHOULD DRIVE CONVERSION RANGE FINDER (BOOT SELECTOR) Creates in-store experience & increases in-store conversion Assists customers in finding in-store inventory Trains store associates Provides brand and product information ENDLESS AISLE CAPABILITY We Have It Promise (WHIP) In-store service with online offering Access to e-commerce DC and vendor DC for drop ship Increases in-store conversion

STRONG SSS GROWTH WHILE REDUCING PROMOTIONS (Consolidated SSS) SSS +7.5% QTD through our May 16th earnings call SSS has remained strong since May 16th Average SSS growth of 8.1% over the last 37 quarters 7.4% 7.7% 13.8% 16.2% 14.2% 14.1% 18.1% 19.6% 16.9% 17.8% 14.3% 10.7% 7.5% 8.2% 7.1% 3.8% 8.9% 7.7% 7.3% 7.2% 7.0% 5.6% 0.1% - 2.0% - 1.2% 0.4% 1.8% 0.2% - 0.9% 1.3% 1.8% 5.2% 12.1% 11.6% 11.3% 9.2% 8.7% Q4 '10 Q1 '11 Q2 '11 Q3 '11 Q4 '11 Q1 '12 Q2 '12 Q3 '12 Q4 '12 Q1 '13 Q2 '13 Q3 '13 Q4 '13 Q1 '14 Q2 '14 Q3 '14 Q4 '14 Q1 '15 Q2 '15 Q3 '15 Q4 '15 Q1 '16 Q2 '16 Q3 '16 Q4 '16 Q1 '17 Q2 '17 Q3 '17 Q4 '17 Q1 '18 Q2 '18 Q3 '18 Q4 '18 Q1 '19 Q2 '19 Q3 '19 Q4 '19

STRATEGIC INITIATIVES CONTINUE OMNI-CHANNEL LEADERSHIP EXPAND OUR STORE BASE 1 2 3 4 DRIVE SAME STORE SALES GROWTH BUILD OUT EXCLUSIVE BRAND PORTFOLIO

THREE DISTINCT BRANDS ONLINE

DIGITAL INNOVATION BUY ONLINE PICK UP IN STORE SEAMLESS E-COMMERCE RETURNS IN STORE B2B WEBSITE LAUNCHED MAY 2019 SOCIAL SHOPPING INTEGRATION

PROFITABILITY INITIATIVE DRIVING IMPROVED E-COMMERCE EBIT Increasing the penetration of exclusive brands online Lowering drop ship fees from our vendors Optimizing marketing spend (ROAS) Eliminating unprofitable and low-margin items 1 2 3 4

STRATEGIC INITIATIVES BUILD OUT EXCLUSIVE BRAND PORTFOLIO EXPAND OUR STORE BASE 1 2 3 4 DRIVE SAME STORE SALES GROWTH CONTINUE OMNI-CHANNEL LEADERSHIP

MEN’S LADIES LEGACY CUSTOMER EXCLUSIVE BRANDS POSITIONED STRATEGICALLY WORK MEN’S LADIES LEGACY CUSTOMER EXPANDED CUSTOMER BASE

Fiscal 2020 growth penetration > 400 basis points Margin enhancement (900 - 1,000 bps) EXCLUSIVE Brand opportunities EXCLUSIVE Brand sales PENETRATION1 (% of sales) 1 Represents total company exclusive brand penetration. PENETRATION OF EXCLUSIVE BRANDS CONTINUES TO GROW 2.6% 16.2% FY2012 FY2019

EXCLUSIVE BRANDS ARE LEADING BRANDS IN THE STORE Western Work / Other TOP 5 brands 2 1 3 4 5 = Exclusive brands

STRATEGIC INITIATIVES CONTINUE OMNI-CHANNEL LEADERSHIP BUILD OUT EXCLUSIVE BRAND PORTFOLIO EXPAND OUR STORE BASE 1 2 3 4 DRIVE SAME STORE SALES GROWTH

OPPORTUNITY EXISTS TO DOUBLE STORE COUNT HISTORICAL STORE BASE COMPELLING NEW STORE ECONOMICS GOALS Store Size (sq. ft.) 10,000 Year 1 Net Sales $1.7mm Net Cash Investment $0.8mm Cash on Cash Return (Yr. 1) ~30% Payback Period ~3 Years New stores/Tuck-ins FY12 – FY19 93 15.8% CAGR 1 1Reflects estimated store count with Fiscal 2020 guidance to open or acquire 25 stores . 86 117 152 169 208 219 226 240 265 FY 12 FY 13 FY 14 FY 15 FY 16 FY 17 FY 18 FY 19 FY 20 Outlook

REACH OF E-COMMERCE SUPPORTS STORE EXPANSION Today 240 stores 33 states STORES 1Represents e-commerce sales dollars by state for the fiscal year ended March 30, 2019. More Less E-COMMERCE 1

U.S. WESTERN WEAR CHAINS (ESTIMATED STORE COUNT)1 > 2.5x as many stores as closest competitor National Regional (Mostly Texas) Independent retailers North & South Carolina 1 Store count as of May 28, 2019. Thousands TUCK-IN ACQUISITIONS ADDING OUTSIZED SALES PER STORE Tuck-In Acquisitions: Average unit volume more than twice new store target Woods Boots 4 stores in West Texas Acquired 9/11/2017 Lone Star 3 stores in Central Texas Acquired 4/24/2018 Drysdales 2 stores in Tulsa, Oklahoma Acquired 7/3/2018 7 82 240

APPENDIX

Adjusted ebitDA and Adjusted EBIT reconciliation (a) Represents non-cash compensation expenses related to stock options, restricted stock awards and restricted stock units granted to certain of our employees and directors. (b) Represents the non-cash accrual for future award redemptions in connection with our customer loyalty program. (c) Includes direct costs and fees related to the acquisitions of RCC, Baskins and Sheplers, which we acquired in August 2012, May 2013 and June 2015, respectively. (d) Represents certain store integration, remerchandising, inventory obsolescence and corporate consolidation costs incurred in connection with the integration of RCC, Baskins and Sheplers, which we acquired in August 2012, May 2013 and June 2015, respectively. Fiscal 2016 includes an adjustment to normalize the gross margin impact of sales of discontinued inventory from Sheplers, which was sold at a discount or written off. The adjustment assumes such inventory was sold at Sheplers’ normalized margin rate. (e) Represents the amortization of purchase-accounting adjustments that adjusted the value of inventory acquired to its fair value. (f) Represents loss on disposal of assets and contract termination costs from store closures and unused office and warehouse space. (g) Represents professional fees and expenses incurred in connection with secondary offerings conducted in January 2018 and February 2015 and a Form S-1 Registration Statement filed in July 2015 and withdrawn in November 2015. (h) Represents professional fees and expenses incurred in connection with acquisition activity. (i) Represents store impairment charges recorded in order to reduce the carrying amount of the assets to their estimated fair values. 1The fiscal 2017 column has been adjusted to reflect management’s estimated 52-week results as fiscal 2017 was a 53-week year. The Company estimated that included in fiscal 2017 reported earnings per share was $0.03 attributed to the 53rd week. As such, the Company has estimated fiscal 2017 net income, excluding the 53rd week, to be $13.4 million compared to GAAP net income of $14.2 million. In calculating estimated Adjusted EBITDA and Adjusted EBIT on a 52-week basis, the Company also adjusted income tax expense, interest expense, and stock based compensation expense by taking 52/53rds of the GAAP reported fiscal 2017 numbers.

POTENTIAL TARIFF EXPOSURE Approx. % of Total Sales Sourced from China & Mexico Approx. % of Total Sales with Tariff Exposure ~ 25% ~ 25% ~ 40% ~ 10% Non - China & Non - Mexico sourced all brands China sourced exclusive b rands China sourced 3 rd p arty vendor brands Mexico sourced 3 rd party & exclusive brands ~ 25% ~ 25% ~ 47% ~ 3% Non - China & Non - Mexico sourced all brands Product tariffed at 10%, recently increased to 25% (incl. in FY20 guidance) Not yet subject to additional tariffs Mexico sourced product potentially subject to May 30 th announced tariff