[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Condensed Consolidated Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) These unaudited statements detail the company's financial position, operations, and cash flows, showing significant growth in sales and income [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets increased to **$1.037 billion**, driven by inventories, while stockholders' equity grew to **$481.3 million** Condensed Consolidated Balance Sheet Highlights (in thousands) | Account | September 25, 2021 | March 27, 2021 | | :--- | :--- | :--- | | **Total Assets** | **$1,037,419** | **$933,581** | | Cash and cash equivalents | $39,545 | $73,148 | | Inventories | $350,274 | $275,760 | | **Total Liabilities** | **$556,162** | **$538,690** | | Accounts payable | $140,530 | $104,641 | | Long-term portion of notes payable, net | $49,399 | $109,781 | | **Total Stockholders' Equity** | **$481,257** | **$394,891** | [Condensed Consolidated Statements of Operations](index=5&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Net sales and income significantly increased for both the thirteen and twenty-six-week periods ending September 25, 2021 Statement of Operations Summary (in thousands, except per share data) | Metric | Thirteen Weeks Ended Sep 25, 2021 | Thirteen Weeks Ended Sep 26, 2020 | Twenty-Six Weeks Ended Sep 25, 2021 | Twenty-Six Weeks Ended Sep 26, 2020 | | :--- | :--- | :--- | :--- | :--- | | Net sales | $312,717 | $184,515 | $619,044 | $332,281 | | Gross profit | $118,151 | $55,490 | $234,578 | $95,691 | | Income from operations | $50,114 | $10,042 | $103,757 | $11,840 | | Net income | $37,861 | $5,758 | $78,506 | $5,268 | | Diluted EPS | $1.25 | $0.20 | $2.59 | $0.18 | [Condensed Consolidated Statements of Stockholders' Equity](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) Stockholders' equity increased to **$481.3 million** due to strong net income, partially offset by treasury stock purchases - Stockholders' equity grew to **$481.3 million** as of September 25, 2021, up from **$394.9 million** at the start of the fiscal year, mainly due to strong net income[15](index=15&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating activities provided **$48.6 million** cash, while investing and financing activities used cash, resulting in a net decrease Cash Flow Summary for Twenty-Six Weeks Ended (in thousands) | Cash Flow Activity | September 25, 2021 | September 26, 2020 | | :--- | :--- | :--- | | Net cash provided by operating activities | $48,628 | $43,891 | | Net cash used in investing activities | ($22,251) | ($14,881) | | Net cash used in financing activities | ($59,980) | ($62,901) | | **Net decrease in cash** | **($33,603)** | **($33,891)** | | Cash and cash equivalents, end of period | $39,545 | $35,672 | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Notes detail business operations, accounting policies, debt structure, and revenue recognition for 278 stores - The company operates specialty retail stores and e-commerce sites for western and work boots and apparel, with **278 stores** in **36 states** as of September 25, 2021[22](index=22&type=chunk) - The company's two operating segments, retail stores and e-commerce, are aggregated into one reporting segment due to similar economic characteristics[30](index=30&type=chunk) Disaggregated Net Sales by Channel (% of Net Sales) | Channel | Thirteen Weeks Ended Sep 25, 2021 | Twenty-Six Weeks Ended Sep 25, 2021 | | :--- | :--- | :--- | | Stores | 86% | 86% | | E-commerce | 14% | 14% | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=34&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management attributes significant sales and profitability growth to strong same-store sales and margin expansion - Boot Barn is the largest lifestyle retail chain in the U.S. devoted to western and work-related footwear and apparel, with **278 stores** in **36 states** as of September 25, 2021[125](index=125&type=chunk) - Key performance indicators for the business include net sales, gross profit, same store sales, new store openings, and SG&A expenses, along with non-GAAP measures like Adjusted EBITDA[128](index=128&type=chunk) [Results of Operations](index=44&type=section&id=Results%20of%20Operations) Substantial growth in net sales and income from operations for both periods, driven by strong same-store sales Financial Performance Summary (Thirteen Weeks Ended) | Metric | September 25, 2021 | September 26, 2020 | % Change | | :--- | :--- | :--- | :--- | | Net Sales | $312.7M | $184.5M | +69.5% | | Gross Profit | $118.2M | $55.5M | +112.9% | | Gross Margin | 37.8% | 30.1% | +770 bps | | Income from Operations | $50.1M | $10.0M | +399.0% | | Net Income | $37.9M | $5.8M | +553.4% | Financial Performance Summary (Twenty-Six Weeks Ended) | Metric | September 25, 2021 | September 26, 2020 | % Change | | :--- | :--- | :--- | :--- | | Net Sales | $619.0M | $332.3M | +86.3% | | Gross Profit | $234.6M | $95.7M | +145.1% | | Gross Margin | 37.9% | 28.8% | +910 bps | | Income from Operations | $103.8M | $11.8M | +776.3% | | Net Income | $78.5M | $5.3M | +1381.1% | - Same store sales for the thirteen weeks ended September 25, 2021, increased by 61.7%, with retail stores up 66.0% and e-commerce up 41.6%[163](index=163&type=chunk) [Liquidity and Capital Resources](index=52&type=section&id=Liquidity%20and%20Capital%20Resources) Liquidity is supported by cash from operations and credit facilities, with significant debt prepayments - The company's primary cash needs are for inventory, operating expenses, capital expenditures for new stores, and debt service[186](index=186&type=chunk) - During the twenty-six weeks ended September 25, 2021, the company made voluntary prepayments totaling **$61.5 million** on its 2015 Golub Term Loan, reducing the outstanding principal balance to **$50.0 million**[193](index=193&type=chunk) - As of September 25, 2021, there was no outstanding balance under the June 2015 Wells Fargo Revolver, which was increased to **$180.0 million** in July 2021[190](index=190&type=chunk) [Item 3. Quantitative and Qualitative Disclosure of Market Risk](index=58&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20of%20Market%20Risk) Interest rate risk on variable-rate debt could impact annual costs by **$0.5 million** for a 1.0% rate change - The company is subject to interest rate risk on its variable-rate debt. A 1.0% rate change on the **$50.0 million** outstanding term loan as of September 25, 2021, would have an annual impact of approximately **$0.5 million**[212](index=212&type=chunk) [Item 4. Controls and Procedures](index=58&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that disclosure controls and procedures were effective, with no material changes to internal controls - Management concluded that as of September 25, 2021, the company's disclosure controls and procedures were effective[215](index=215&type=chunk) - No changes occurred during the quarter ended September 25, 2021, that materially affected, or are reasonably likely to materially affect, internal control over financial reporting[216](index=216&type=chunk) [PART II. OTHER INFORMATION](index=58&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=58&type=section&id=Item%201.%20Legal%20Proceedings) Incidental litigation, including class-action lawsuits, is ongoing, with no material financial impact expected - The company is a defendant in a class-action complaint alleging deceptive pricing on its Sheplers e-commerce site, with an estimated cost accrued as of September 25, 2021[95](index=95&type=chunk) - A class-action lawsuit filed in February 2020 alleges violations of California's wage and hour laws. The company has recorded an amount for the estimated probable loss, which is not material[96](index=96&type=chunk) [Item 1A. Risk Factors](index=58&type=section&id=Item%201A.%20Risk%20Factors) Investors should review the Fiscal 2021 10-K for risk factors, as no new material risks are reported - The company directs investors to review the risk factors disclosed in its Fiscal 2021 10-K for a comprehensive understanding of potential risks[221](index=221&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=60&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) No unregistered sales of equity securities or use of proceeds were reported for the period - None[223](index=223&type=chunk) [Item 6. Exhibits](index=61&type=section&id=Item%206.%20Exhibits) Exhibits filed with Form 10-Q include CEO and CFO certifications and interactive data files - The exhibits filed include required certifications from the Chief Executive Officer and Chief Financial Officer, as well as interactive data files for financial reporting[225](index=225&type=chunk)

Boot Barn Holdings, Inc. (NYSE:BOOT) Q1 2022 Earnings Conference Call August 4, 2021 4:30 PM ET Company Participants Jim Watkins - Senior Vice President of Finance & Investor Relations Jim Conroy - President & Chief Executive Officer Greg Hackman - Chief Operating Officer & Chief Financial Officer Conference Call Participants Matthew Boss - JP Morgan Max Rakhlenko - Cowen & Company Jonathan Komp - Baird Steven Zaccone - Citigroup Janine Stichter - Jefferies Dylan Carden - William Blair. Sam Poser - Williams ...

PART I. FINANCIAL INFORMATION [Item 1. Condensed Consolidated Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20(Unaudited)) Presents Boot Barn Holdings' unaudited condensed consolidated financial statements, including Balance Sheets, Statements of Operations, and Cash Flows, with accompanying notes Condensed Consolidated Balance Sheet (Unaudited) | Assets & Liabilities (In thousands) | June 26, 2021 | March 27, 2021 | | :--- | :--- | :--- | | **Total current assets** | $376,457 | $374,456 | | **Total assets** | **$950,495** | **$933,581** | | **Total current liabilities** | $248,828 | $221,656 | | **Total liabilities** | $510,618 | $538,690 | | **Total stockholders' equity** | $439,877 | $394,891 | | **Total liabilities and stockholders' equity** | **$950,495** | **$933,581** | Condensed Consolidated Statements of Operations (Unaudited) | (In thousands, except per share data) | Thirteen Weeks Ended June 26, 2021 | Thirteen Weeks Ended June 27, 2020 | | :--- | :--- | :--- | | **Net sales** | $306,327 | $147,766 | | Gross profit | $116,427 | $40,201 | | Income from operations | $53,643 | $1,798 | | **Net income/(loss)** | **$40,645** | **$(490)** | | **Diluted earnings/(loss) per share** | **$1.35** | **$(0.02)** | Condensed Consolidated Statements of Cash Flows (Unaudited) | (In thousands) | Thirteen Weeks Ended June 26, 2021 | Thirteen Weeks Ended June 27, 2020 | | :--- | :--- | :--- | | Net cash provided by operating activities | $46,328 | $23,133 | | Net cash used in investing activities | $(9,294) | $(8,944) | | Net cash used in financing activities | $(60,542) | $(629) | | **Net (decrease)/increase in cash and cash equivalents** | **$(23,508)** | **$13,560** | | Cash and cash equivalents, end of period | $49,640 | $83,123 | [Notes to Condensed Consolidated Financial Statements](index=8&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Detailed explanations of accounting policies and financial statement items, covering COVID-19 impact, revenue, assets, debt, and legal matters - As of June 26, 2021, the company operated **276 stores in 36 states**, an increase from 273 stores as of March 27, 2021[26](index=26&type=chunk) Disaggregated Net Sales by Merchandise Category (Q1 FY22 vs Q1 FY21) | % of Net Sales | Thirteen Weeks Ended June 26, 2021 | Thirteen Weeks Ended June 27, 2020 | | :--- | :--- | :--- | | Footwear | 51% | 59% | | Apparel | 32% | 28% | | Hats, accessories and other | 17% | 13% | Disaggregated Net Sales by Channel (Q1 FY22 vs Q1 FY21) | % of Net Sales | Thirteen Weeks Ended June 26, 2021 | Thirteen Weeks Ended June 27, 2020 | | :--- | :--- | :--- | | Stores | 87% | 75% | | E-commerce | 13% | 25% | - During the thirteen weeks ended June 26, 2021, the Company made voluntary prepayments on its 2015 Golub Term Loan totaling **$61.5 million**, reducing the outstanding principal balance to **$50.0 million**. This resulted in a **$0.9 million** write-off of associated debt issuance costs[61](index=61&type=chunk)[66](index=66&type=chunk) - The company is a defendant in **two class-action lawsuits**: one alleging deceptive pricing on its Sheplers e-commerce site and another alleging violations of California wage and hour laws. The company has accrued for estimated probable losses, which are **not considered material**[91](index=91&type=chunk)[92](index=92&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=32&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management analyzes financial performance, covering key indicators, operational results, liquidity, capital resources, and debt, highlighting strong recovery - The company operates as a lifestyle retail chain focused on western and work-related footwear, apparel, and accessories, with **276 stores in 36 states** and e-commerce sites as of June 26, 2021[124](index=124&type=chunk) - Key performance indicators used by management include net sales, gross profit, same-store sales, new store openings, SG&A, and non-GAAP measures like Adjusted EBITDA and Adjusted EBIT[127](index=127&type=chunk) [Results of Operations](index=42&type=section&id=Results%20of%20Operations) Detailed comparative analysis of operating results, showing dramatic recovery with doubled net sales, significant improvements in profit, income, and margin Key Operating Results (Q1 FY22 vs Q1 FY21) | (dollars in thousands) | Thirteen Weeks Ended June 26, 2021 | Thirteen Weeks Ended June 27, 2020 | Change (%) | | :--- | :--- | :--- | :--- | | Net sales | $306,327 | $147,766 | +107.3% | | Gross profit | $116,427 | $40,201 | +189.6% | | Income from operations | $53,643 | $1,798 | +2,883.5% | | Net income/(loss) | $40,645 | $(490) | N/A | - Consolidated same-store sales increased by **78.9%**. Retail store same-store sales grew by **104.5%**, while e-commerce same-store sales increased by **9.8%**[159](index=159&type=chunk)[161](index=161&type=chunk) - Gross profit rate increased by **1,080 basis points** to **38.0%**, driven by **660 basis points** of leverage in buying and occupancy costs and a **420-basis point** increase in merchandise margin rate[163](index=163&type=chunk) - SG&A expenses as a percentage of net sales decreased by **550 basis points** to **20.5%** due to expense leverage on higher sales[164](index=164&type=chunk) [Liquidity and Capital Resources](index=45&type=section&id=Liquidity%20and%20Capital%20Resources) Primary liquidity sources are cash from operations and credit facilities, with strong operating cash flow, significant debt prepayments, and continued investment - The company's cash and cash equivalents were **$49.6 million** as of June 26, 2021, a decrease from **$73.1 million** at the end of the prior fiscal year, primarily due to debt repayments[186](index=186&type=chunk) - Net cash provided by operating activities was **$46.3 million** for the quarter, a significant increase from **$23.1 million** in the prior-year period[187](index=187&type=chunk)[189](index=189&type=chunk) - Net cash used in financing activities was **$60.5 million**, mainly due to a **$61.7 million** repayment on debt and finance lease obligations[187](index=187&type=chunk)[194](index=194&type=chunk) - The company estimates total capital expenditures for fiscal 2022 to be between **$33.0 million** and **$36.0 million**, net of landlord allowances[175](index=175&type=chunk) - Subsequent to the quarter's end, the company amended its Wells Fargo Revolver, increasing the aggregate facility from **$165.0 million** to **$180.0 million**[177](index=177&type=chunk) [Item 3. Quantitative and Qualitative Disclosure of Market Risk](index=51&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20of%20Market%20Risk) Discusses the company's exposure to market risks, primarily interest rate risk associated with its variable-rate credit facilities and outstanding debt - The company is subject to interest rate risk from its variable-rate borrowings. As of June 26, 2021, **$50.0 million** was outstanding under the 2015 Golub Term Loan[200](index=200&type=chunk) - A hypothetical **1.0%** change in interest rates would have an approximate annual impact of **$0.5 million** on the outstanding debt balance as of the quarter-end[200](index=200&type=chunk) [Item 4. Controls and Procedures](index=53&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective, with no material changes to internal control over financial reporting during the quarter - Based on an evaluation as of June 26, 2021, the Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were **effective at a reasonable assurance level**[204](index=204&type=chunk) - **No changes occurred** during the quarter ended June 26, 2021, that materially affected, or are reasonably likely to materially affect, the company's internal control over financial reporting[205](index=205&type=chunk) PART II. OTHER INFORMATION [Item 1. Legal Proceedings](index=53&type=section&id=Item%201.%20Legal%20Proceedings) Refers to Note 6 for legal matters, noting the company's involvement in class-action lawsuits not expected to materially impact financial position - For information on legal proceedings, the report refers to Note 6, "Commitments and Contingencies," in the financial statements[209](index=209&type=chunk) [Item 1A. Risk Factors](index=53&type=section&id=Item%201A.%20Risk%20Factors) States no material changes to risk factors previously disclosed in the company's Annual Report on Form 10-K for fiscal year 2021 - The company refers to the risk factors detailed in its Fiscal 2021 10-K report, indicating **no material changes** from that disclosure[210](index=210&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=53&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - **None**[211](index=211&type=chunk) [Item 6. Exhibits](index=55&type=section&id=Item%206.%20Exhibits) Lists exhibits filed with the Quarterly Report on Form 10-Q, including agreements and certifications by the CEO and CFO - Lists various exhibits filed with the report, including forms of stock unit issuance agreements and officer certifications pursuant to the Sarbanes-Oxley Act[213](index=213&type=chunk)

Boot Barn Holdings, Inc. (NYSE:BOOT) Q4 2021 Earnings Conference Call May 12, 2021 4:30 PM ET Company Participants Jim Watkins - Senior Vice President, Finance and Investor Relations Jim Conroy - President and Chief Executive Officer Greg Hackman - Chief Operating Officer and Chief Financial Officer Conference Call Participants Matthew Boss - JP Morgan Max Rakhlenko - Cowen & Company Jonathan Komp - Baird Janine Stichter - Jefferies Peter Keith - Piper Sandler Sam Poser - Williams Trading Paul Lejuez - Citi ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended March 27, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36711 BOOT BARN HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdict ...

Boot Barn Holdings, Inc. (NYSE:BOOT) Q3 2021 Earnings Conference Call January 25, 2021 4:30 PM ET Company Participants Jim Watkins - Senior Vice President of Finance and Investor Relations Jim Conroy - President and Chief Executive Officer Greg Hackman - Chief Operating Officer and Chief Financial Officer Conference Call Participants Matthew Boss - JP Morgan Max Rakhlenko - Cowen & Company Jonathan Komp - Baird Tom Nikic - Wells Fargo Bobby Friedner - Piper Sandler Janine Stichter - Jefferies Sam Poser - Wi ...

[PART I. FINANCIAL INFORMATION](index=3&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Condensed Consolidated Financial Statements (Unaudited)](index=4&type=section&id=Item%201.%20Condensed%20Consolidated%20Financial%20Statements%20%28Unaudited%29) Presents Boot Barn Holdings, Inc.'s unaudited condensed consolidated financial statements and notes for the periods ended December 26, 2020 [Condensed Consolidated Balance Sheets](index=4&type=section&id=Condensed%20Consolidated%20Balance%20Sheets) Total assets decreased to $892.2 million, liabilities fell to $529.6 million, and equity rose to $362.6 million Condensed Consolidated Balance Sheet Highlights (in thousands of USD) | Account | Dec 26, 2020 | Mar 28, 2020 | | :--- | :--- | :--- | | **Total Assets** | **$892,172** | **$924,711** | | Cash and cash equivalents | $76,342 | $69,563 | | Inventories | $246,008 | $288,717 | | **Total Liabilities** | **$529,564** | **$603,018** | | Line of credit | $— | $129,900 | | Total current liabilities | $234,722 | $312,625 | | **Total stockholders' equity** | **$362,608** | **$321,693** | [Condensed Consolidated Statements of Operations](index=6&type=section&id=Condensed%20Consolidated%20Statements%20of%20Operations) Net sales increased to $302.3 million for the quarter, but decreased to $634.6 million year-to-date, reflecting COVID-19 impacts Statement of Operations Summary (in thousands of USD, except per share data) | Metric | Thirteen Weeks Ended Dec 26, 2020 | Thirteen Weeks Ended Dec 28, 2019 | Thirty-Nine Weeks Ended Dec 26, 2020 | Thirty-Nine Weeks Ended Dec 28, 2019 | | :--- | :--- | :--- | :--- | :--- | | Net sales | $302,338 | $283,997 | $634,619 | $656,947 | | Gross profit | $106,809 | $97,036 | $202,500 | $218,530 | | Income from operations | $41,626 | $34,977 | $53,466 | $63,972 | | Net income | $29,566 | $24,819 | $34,834 | $42,220 | | Diluted EPS | $1.00 | $0.85 | $1.19 | $1.45 | [Condensed Consolidated Statements of Stockholders' Equity](index=7&type=section&id=Condensed%20Consolidated%20Statements%20of%20Stockholders%27%20Equity) Total stockholders' equity increased to $362.6 million, primarily driven by $34.8 million in net income - Total stockholders' equity grew to **$362,608 thousand** as of December 26, 2020, up from **$321,693 thousand** at March 28, 2020[16](index=16&type=chunk) - The growth in equity was mainly due to net income of **$34,834 thousand** generated during the thirty-nine weeks ended December 26, 2020[16](index=16&type=chunk) [Condensed Consolidated Statements of Cash Flows](index=9&type=section&id=Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flow increased to $156.6 million, leading to a $6.8 million net increase in cash and cash equivalents Cash Flow Summary (in thousands of USD) | Activity | Thirty-Nine Weeks Ended Dec 26, 2020 | Thirty-Nine Weeks Ended Dec 28, 2019 | | :--- | :--- | :--- | | Net cash provided by operating activities | $156,604 | $76,801 | | Net cash used in investing activities | $(20,508) | $(30,521) | | Net cash used in financing activities | $(129,317) | $(17,448) | | **Net increase in cash** | **$6,779** | **$28,832** | [Notes to Condensed Consolidated Financial Statements](index=11&type=section&id=Notes%20to%20Condensed%20Consolidated%20Financial%20Statements) Provides detailed information on company operations, COVID-19 impact, accounting policies, and other financial disclosures - The company operates specialty retail stores and e-commerce websites, with **266 stores** in **36 states** as of December 26, 2020[24](index=24&type=chunk) - The COVID-19 pandemic has had and is expected to continue to have a significant impact on economic conditions, consumer confidence, and business performance[25](index=25&type=chunk) - The company's retail stores and e-commerce websites are aggregated into a single reporting segment due to similar qualitative and economic characteristics[35](index=35&type=chunk) Disaggregated Revenue by Channel (% of Net Sales) | Channel | Thirteen Weeks Ended Dec 26, 2020 | Thirteen Weeks Ended Dec 28, 2019 | | :--- | :--- | :--- | | Stores | 80% | 82% | | E-commerce | 20% | 18% | [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=39&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses financial performance, highlighting Q3 sales growth and YTD sales decline, along with liquidity and capital resources [Overview](index=41&type=section&id=Overview) Boot Barn is the largest U.S. western and work-related lifestyle retail chain, operating 266 stores and e-commerce sites - As of December 26, 2020, the company operated **266 stores** in **36 states**, along with e-commerce sites including bootbarn.com, sheplers.com, and countryoutfitter.com[133](index=133&type=chunk) - The company's product offering is centered on western and work boots, complemented by apparel and accessories, targeting a broad customer base[133](index=133&type=chunk)[134](index=134&type=chunk) [Results of Operations](index=49&type=section&id=Results%20of%20Operations) Q3 net sales grew 6.5% to $302.3 million with improved gross margin, while YTD net sales decreased 3.4% to $634.6 million Thirteen Weeks Ended Dec 26, 2020 vs. Dec 28, 2019 (in millions of USD) | Metric | Q3 FY2021 | Q3 FY2020 | % Change | | :--- | :--- | :--- | :--- | | Net Sales | $302.3 | $284.0 | +6.5% | | Gross Profit | $106.8 | $97.0 | +10.1% | | Income from Operations | $41.6 | $35.0 | +19.0% | | Net Income | $29.6 | $24.8 | +19.4% | Thirty-Nine Weeks Ended Dec 26, 2020 vs. Dec 28, 2019 (in millions of USD) | Metric | YTD FY2021 | YTD FY2020 | % Change | | :--- | :--- | :--- | :--- | | Net Sales | $634.6 | $656.9 | -3.4% | | Gross Profit | $202.5 | $218.5 | -7.3% | | Income from Operations | $53.5 | $64.0 | -16.4% | | Net Income | $34.8 | $42.2 | -17.5% | - For the thirteen weeks ended Dec 26, 2020, consolidated same-store sales increased **4.6%**, driven by a **16.3%** increase in e-commerce same-store sales and a **1.9%** increase in retail store same-store sales[168](index=168&type=chunk) - For the thirty-nine weeks ended Dec 26, 2020, consolidated same-store sales decreased **3.2%**, as a **24.9%** increase in e-commerce was offset by an **8.9%** decrease in retail store sales due to COVID-19 impacts[177](index=177&type=chunk) [Liquidity and Capital Resources](index=55&type=section&id=Liquidity%20and%20Capital%20Resources) Primary liquidity sources are cash from operations and credit facilities, with $76.3 million cash and no revolver borrowings - As of December 26, 2020, the company had **$76.3 million** in cash and cash equivalents[200](index=200&type=chunk) - There were no outstanding borrowings under the **$165.0 million** June 2015 Wells Fargo Revolver, and **$111.5 million** was outstanding under the 2015 Golub Term Loan[192](index=192&type=chunk)[193](index=193&type=chunk) - Net cash provided by operating activities for the thirty-nine weeks ended December 26, 2020 was **$156.6 million**[201](index=201&type=chunk) - Fiscal 2021 capital expenditures are projected to be between **$17.0 million** and **$19.0 million**, net of landlord allowances[190](index=190&type=chunk) [Item 3. Quantitative and Qualitative Disclosure of Market Risk](index=61&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosure%20of%20Market%20Risk) The company is exposed to interest rate risk on its $111.5 million variable-rate term loan, with a 1.0% change impacting annual interest expense by $1.1 million - The company's primary market risk is interest rate fluctuations on its variable-rate debt[214](index=214&type=chunk) - As of December 26, 2020, a **1.0%** change in interest rates would impact annual interest expense by approximately **$1.1 million** based on the **$111.5 million** outstanding term loan balance[214](index=214&type=chunk) [Item 4. Controls and Procedures](index=61&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were effective as of December 26, 2020, with no material changes to internal controls - The CEO and CFO concluded that as of December 26, 2020, the company's disclosure controls and procedures were effective at the reasonable assurance level[219](index=219&type=chunk) - There were no changes in internal control over financial reporting during the quarter ended December 26, 2020, that materially affected, or are reasonably likely to materially affect, internal controls[220](index=220&type=chunk) [PART II. OTHER INFORMATION](index=63&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=63&type=section&id=Item%201.%20Legal%20Proceedings) The company is involved in a class-action complaint against Sheplers, Inc. regarding alleged deceptive e-commerce pricing, with costs accrued - A class-action complaint was filed against subsidiary Sheplers, Inc. on May 8, 2019, concerning alleged deceptive e-commerce pricing. The company has accrued for the estimated cost of this matter[106](index=106&type=chunk)[224](index=224&type=chunk) [Item 1A. Risk Factors](index=63&type=section&id=Item%201A.%20Risk%20Factors) No new risk factors are presented in this report, referring readers to the Fiscal 2020 10-K for detailed information - The report states there are no new risk factors and directs readers to the "Item 1A—Risk Factors" section in the Fiscal 2020 10-K[225](index=225&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=63&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) The company reported no unregistered sales of equity securities during the period - None reported[226](index=226&type=chunk) [Item 6. Exhibits](index=64&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the Form 10-Q, including CEO/CFO certifications and Interactive Data Files (iXBRL) - Exhibits filed include CEO and CFO certifications (Exhibits 31.1, 31.2, 32.1, 32.2) and iXBRL data files (Exhibits 101, 104)[228](index=228&type=chunk)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended September 26, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-36711 | --- | --- | --- | |-------------------------------------------------------------------------|-------------- ...

Start Time: 16:30 January 1, 0000 5:52 PM ET Boot Barn Holdings, Inc. (NYSE:BOOT) Q2 2021 Earnings Conference Call October 28, 2020, 16:30 PM ET Company Participants Jim Conroy - President and CEO Greg Hackman - EVP, COO and CFO Jim Watkins - SVP, Finance and IR Conference Call Participants Matthew Boss - JPMorgan Max Rakhlenko - Cowen and Company Janine Stichter - Jefferies Jonathan Komp - Robert W. Baird Paul Lejuez - Citigroup Peter Keith - Piper Sandler Rick Nelson - Stephens Inc. Mitch Kummetz - Pivota ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Quarterly Period Ended June 27, 2020 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Transition Period from to Commission File Number: 001-36711 | --- | --- | --- | |---------------------------------------------------------------------------------|----------- ...