Boot Barn Holdings, Inc. (Form: 8-K, Received: 10/27/2021 16:13:03)

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 25, 2021

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 October 27, 2021, Boot Barn Holdings, Inc. issued a press release announcing certain financial results for its second fiscal quarter ended September 25, 2021. 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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On October 25, 2021, the Company appointed James M. Watkins as the Company’s Chief Financial Officer and Secretary, effective November 1, 2021. In this role, Mr. Watkins will be the Company’s principal financial officer and principal accounting officer.

Mr. Watkins, age 47, is currently the Company’s Senior Vice President, Finance and Investor Relations, a position he has held since August 2020. Previously, he was the Company’s Vice President of Investor Relations and External Reporting from April 2015 to August 2020, and its Director of Financial Planning and Analysis from October 2014 to April 2015.

There is no arrangement or understanding between Mr. Watkins and any other persons pursuant to which Mr. Watkins was appointed as Chief Financial Officer and Secretary. There are no family relationships between Mr. Watkins and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K, nor are any such transactions currently proposed.

In connection with Mr. Watkins’ appointment, Mr. Gregory V. Hackman will step out of his current roles as Chief Financial Officer and Secretary of the Company and will no longer be the Company’s principal financial officer and principal accounting officer. He will continue to serve as the Company’s Executive Vice President, Chief Operating Officer.

Employment Agreement of Mr. Watkins

In connection with his promotion, Boot Barn, Inc., a wholly-owned subsidiary of the Company, has entered into an employment agreement with Mr. Watkins, effective November 1, 2021 (“Employment Agreement”). Mr. Watkins’ Employment Agreement has an initial term of one year, after which it automatically renews each year for successive one-year terms unless either party provides written notice of non-renewal or his employment is otherwise terminated, in each case pursuant to the terms of his Employment Agreement.

Under the Employment Agreement, Mr. Watkins is entitled to a base salary, which, as of November 1, 2021, will be $375,000. In addition, he is eligible to receive a bonus of 60% of his base salary each year if Boot Barn, Inc. achieves its budget, with the opportunity to receive a maximum aggregate bonus of up to 120% of his base salary if Boot Barn, Inc. achieves additional performance targets established by the board of directors of Boot Barn, Inc.

If the Company terminates Mr. Watkins’ employment without “Cause”, if he resigns for “Good Reason”, each as defined in the Employment Agreement, or if the Company provides notice of non-renewal of the term of the Employment Agreement, he is entitled to receive, subject to his execution of a valid release of claims, severance pay equal to his base salary for a period of 12 months and a prorated bonus based on the bonus he would have received for the fiscal year to which the bonus relates.

The foregoing summary of the Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the copy of the Employment Agreement, which is attached as Exhibit 10.1 hereto and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.


Exhibit 10.1	Employment Agreement by and between Boot Barn, Inc. and Mr. Watkins, dated October 26, 2021
Exhibit 99.1	Earnings press release dated October 27, 2021.
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 27, 2021	By:	/s/ Gregory V. Hackman
		Name: Gregory V. Hackman
		Title: Executive Vice President, Chief Operating Officer and Chief Financial Officer

Exhibit 10.1

October 26, 2021

James Watkins
15345 Barranca Parkway

Irvine, CA 92618

RE: Employment Agreement

Dear Jim:

This letter agreement (this “Agreement”) shall confirm the terms of your continued employment with Boot Barn, Inc. (the “Company”), effective as of November 1, 2021 (“Effective Date”).

Position/Duties: You agree to serve the Company as its Chief Financial Officer and Secretary, reporting to the President and Chief Executive Officer (“CEO”). You will have such duties consistent with your position and as assigned to you from time to time by the Company. You will perform your duties at the Company’s corporate offices in Orange County, California, subject to customary travel as reasonably required. You also shall serve as the Chief Financial Officer and Secretary of Boot Barn Holdings, Inc. and may be asked to perform duties and services for certain of the Company’s affiliated entities, without additional compensation. You agree to devote your full business time attention and energies to, and perform faithfully, professionally and to the best of your ability, the duties and responsibilities of your position.

Term: This Agreement shall commence on the Effective Date and continue until the first anniversary of the Effective Date, unless earlier terminated as set forth herein, provided, however, that commencing on the first anniversary of the Effective Date and on each anniversary date thereafter, this Agreement shall be automatically renewed for an additional one-year period unless, at least sixty (60) calendar days prior to such date, the Company or you provide the other party written notice that such party does not wish to renew the term.

Base Salary: You will receive an annualized salary of $375,000.00, less applicable deductions, payable in accordance with the Company’s regular payroll practices.

Bonuses: You will be eligible to participate in the Company’s key bonus plan pursuant to the terms, financial targets and performance goals established by the Compensation Committee (“Compensation Committee”) of the Board of Directors of Boot Barn Holdings, Inc., from time to time. If the Company achieves its budget and you achieve certain performance objectives, each as established by the Compensation Committee and the Company, you will be eligible to earn a target bonus of 60% of your base salary with an opportunity to receive a maximum aggregate bonus of up to 120% of your base salary if the Company achieves additional performance targets and you achieve certain performance objectives, each as established by the Compensation Committee and the Company, payable within one hundred twenty (120) days after the end of the Company’s fiscal year ending March 31st, provided that, except as otherwise set forth in this Agreement, you are employed in good standing on the bonus payment date. With respect to the 2022 fiscal year, the target bonus and maximum bonus opportunities described in the preceding sentence shall be pro-rated for the portion of such fiscal year that elapses upon and following the Effective Date, and your current target bonus and maximum bonus opportunities shall apply for the portion of the fiscal year that elapses prior to the Effective Date.

Benefits: You will accrue five (5) weeks of paid time off each year, with a maximum paid time off cap of seven and one-half (7.5) weeks in accordance with the Company’s paid time off policy. You will be eligible to receive seven (7) paid holidays each year. You also will be eligible to participate in the Company’s benefit plans and programs. The eligibility requirements and other terms and conditions of any Company benefits shall be governed by the Company’s applicable benefit policy and plan documents, as in effect and amended from time to time. The Company reserves the right to modify, reduce or eliminate any Company benefits at any time, in its discretion.

Expenses: The Company shall reimburse you for all reasonable business expenses of types authorized by the Company and reasonably and necessarily incurred by you in the performance of your duties hereunder, in accordance with the Company’s reimbursement policies, provided that, you must submit proof of such business

expenses and comply with such reasonable budget limitations and approval and reporting requirements with respect to expenses as the Company may establish from time to time.

Employment Policies and Confidential Information: You agree to comply with the Company’s standard policies and work rules, including as set forth in the Employee Handbook, as amended from time to time. The Company’s Confidential and Proprietary Information Agreement (“Confidential Information Agreement”) previously executed by you shall continue in full force and effect.

Arbitration: You agree that all claims arising out of or relating to your employment with the Company, including claims arising out of this Agreement, the enforceability of this arbitration provision or in connection with your separation from the Company, shall be resolved by binding arbitration in Orange County, California pursuant to the Federal Arbitration Act (“Covered Claims”). This agreement to arbitrate does not prohibit either party from filing an application for a provisional remedy to prevent actual or threatened irreparable harm in accordance with California law. The dispute will be arbitrated in accordance with the rules of the American Arbitration Association (“AAA”) under the Employment Arbitration Rules and Mediation Procedures which may be found at https://www.adr.org/sites/default/files/EmploymentRules_Web_2.pdf. A hard copy of the AAA rules will be provided to you upon your request. The Company shall pay all expenses peculiar to arbitration including the arbitration administrative costs and the arbitrator’s fees in accordance with California law and the AAA rules. Each party shall bear his/its own attorneys’ fees and legal costs. However, if any party prevails on a statutory claim which affords the prevailing party attorneys’ fees and/or legal costs, the arbitrator may award such reasonable attorneys’ fees and/or legal costs to the prevailing party consistent with applicable law. This agreement to arbitrate does not apply to: (i) claims for workers’ compensation, disability benefits or unemployment compensation benefits; (ii) administrative claims before the United States Equal Employment Opportunity Commission, the Department of Fair Employment and Housing, or the California Division of Labor Standards Enforcement (DLSE); (iii) PAGA claims (Private Attorneys General Act); (iv) claims based on any pension or welfare plan or collective bargaining agreement, the terms of which may contain arbitration or other non-judicial dispute resolution procedure; (v) any unfair labor practice charge which is to be brought under the National Labor Relations Act; (vi) claims for public injunctive relief; or (vii) any claims that are not subject to mandatory arbitration by law. YOU UNDERSTAND AND AGREE THAT YOU ARE HEREBY WAIVING YOUR RIGHTS TO BRING ALL COVERED CLAIMS TO COURT INCLUDING THE RIGHT TO A JURY TRIAL.

Termination: Your employment may terminate at any time during the term for the following reasons: (i) the Company may terminate you for Cause (defined herein) or without Cause, (ii) you may resign your employment with Good Reason (defined herein) or without Good Reason, (iii) either party may give notice of non-renewal as set forth above, or (iv) due to your death or Disability (defined herein). If your employment is terminated for any reason, you shall receive: (A) your base salary through the termination date, (B) accrued but unused vacation through the termination date, (C) vested and nonforfeitable benefits pursuant to the terms of a Company benefit plan (other than a severance benefit plan or policy), and (D) reimbursement of expenses you have incurred up through the date of termination (the “Accrued Amounts”).

In the event your employment is terminated by the Company without Cause, by you for Good Reason or in the event the Company provides notice of non-renewal as set forth above, then in addition to the Accrued Amounts, the Company will pay you, at the time set forth below, the Severance Payment and the Bonus Payment, each as defined herein, provided that you timely sign and do not revoke (if applicable) a general release of all claims against the Company and its parents, affiliates and subsidiaries in a form provided to you by the Company (the “Release”) within sixty (60) days following the termination date.

You shall not be entitled to the Severance Payment or Bonus Payment, or any other severance, bonus or other post-termination benefits (other than the Accrued Amounts) if the Company terminates your employment for Cause, you resign for any reason that does not constitute Good Reason, or your employment terminates due to death, Disability, due to you providing notice of non-renewal as set forth above or if you do not sign and/or you revoke the Release (in connection with the termination events described in the foregoing paragraph). Upon the separation of your employment, however caused, (i) your position(s) as a director or officer of any parent, affiliate or subsidiary of the Company, including Boot Barn Holdings, Inc., shall automatically terminate and (ii) you must continue to comply with your post-termination obligations set forth in the Confidential Information Agreement.

Definitions:

“Bonus Payment” as used herein shall mean a prorated bonus for the year of your termination of employment, based on the bonus you would have been paid for the fiscal year to which the bonus relates had you remained employed on the bonus payment date, and calculated by multiplying the bonus by a fraction, the numerator of which is the number of days in the fiscal year which you were employed and the denominator of which is 365, payable within one hundred twenty (120) days after the end of the Company’s fiscal year ending March 31st as set forth above, and provided that the Release is irrevocable as of such payment date.

“Cause” as used herein shall mean: (i) your refusal or failure to substantially perform the duties of your position or follow the reasonable instructions of the Company or the Board of Directors of the Company (the “Board”); (ii) your failure to comply in any material respect with any written policies or procedures of the Company or the Board (including, but not limited to, the Company’s drug or anti-harassment policies, etc.); (iii) your engagement in any act of theft, fraud, embezzlement, willful misfeasance or misconduct, falsification of Company documents, misappropriation of funds or other assets of the Company, or committing any act which is materially damaging to the goodwill, business or reputation of the Company; (iv) your conviction or pleading guilty or nolo contendere to any felony or crime involving moral turpitude; or (v) your material breach of any of your obligations to the Company or the Confidential Information Agreement.

“Disability” as used herein shall mean your inability due to mental or physical incapacity to perform the essential functions of your job duties, with or without reasonable accommodation, for ninety (90) consecutive days or one hundred twenty (120) non-consecutive days in any twelve (12) month period, as determined by the Company.

“Good Reason” as used herein shall mean the occurrence of any of the following events without your consent: (i) any material diminution in your base salary, other than a diminution that was in conjunction with a salary reduction program for similarly-situated employees of the Company or its affiliates; (ii) any material and continuing diminution in your authority or responsibilities; (iii) changing the geographic location at which you provide services to the Company to a location more than thirty-five (35) miles from the then existing location and further from your residence; or (iv) requiring you to report to someone other than the CEO, provided however, that your resignation for Good Reason will be effective only if you provide written notice to the Company of any event constituting Good Reason within sixty (60) days after you become aware such event, and the Company does not cure such event within thirty (30) days after receipt of the notice, and provided further that, you terminate your employment within ninety (90) days of the date of your written notice.

“Severance Payment” as used herein shall mean your base salary in effect on the termination date, less applicable deductions, payable for a period of twelve (12) months from the termination date, as salary continuation payments in accordance with the Company’s normal payroll practices, the first installment of which shall be paid to you on the first regular payroll period following the sixtieth (60th) after the termination date (and will include any severance installment that would have otherwise been paid during the period following the termination date through the date of the first installment); provided that, the Release is irrevocable as of such date.

Notices: All notices, requests, demands, claims, consents and other communications which are required, permitted or otherwise delivered hereunder shall in every case be in writing and shall be deemed properly served if: (a) delivered personally, (b) sent by registered or certified mail, in all such cases with first class postage prepaid, return receipt requested, or (c) delivered by a recognized overnight courier service, to the parties at the addresses as set forth below:

If to the Company: 15345 Barranca Parkway

Irvine, CA 92618

Attention: CEO

If to you: At your residence address as maintained by the Company in the regular course of its business for payroll.

or to such other address as shall be furnished in writing by either party to the other party; provided that such notice or change in address shall be effective only when actually received by the other party. Date of service of any such notices or other communications shall be: (a) the date such notice is personally delivered, (b) three days after the date of mailing if sent by certified or registered mail, or (c) one business day after date of delivery to the overnight courier if sent by overnight courier.

Successors and Assigns: This Agreement shall not be assignable by you, provided however, your rights to payments hereunder shall, upon your death or incapacity, inure to the benefit of your personal or legal representatives, executors, administrators, heirs, devisees and legatees. This Agreement will be binding upon and inure to the benefit of the Company, its successors and assigns, and may be assigned by the Company to any parent, subsidiary or affiliate thereof, or to a person or entity which is a successor in interest to substantially all of the business operations or assets of the Company.

Entire Agreement: You confirm that no promises or statements that are contrary to the terms of this Agreement have been made to you by any Company representative. This Agreement (along with the agreements referenced herein, including the Confidential Information Agreement) contains the parties’ complete agreement regarding the terms and conditions of your employment with the Company and supersedes all prior and contemporaneous agreements, negotiations and term sheets relating to the subject matter herein. This Agreement can only be modified in writing signed by you and the CEO.

Withholding Taxes: All amounts payable hereunder shall be subject to the withholding of all applicable taxes and deductions required by any applicable law.

409A:

Compliance. It is intended that the compensation paid or delivered pursuant to this Agreement is either paid in compliance with, or is exempt from, Section 409A of the Internal Revenue Code, and the regulations promulgated thereunder (together, “Section 409A”), and this Agreement shall be interpreted and administered accordingly. However, the Company does not warrant that all amounts paid or delivered hereunder will be exempt from, or paid in compliance with, Section 409A. You agree to bear the risk of any adverse federal, state or local tax consequences and penalty taxes which may result from payments made in accordance with the terms of this Agreement, and you will not seek indemnification from the Company for any such tax consequences or penalties. You acknowledge that you have been advised to seek the advice of a tax advisor with respect to the tax consequences of all such payments, including any adverse tax consequence under Section 409A and applicable state tax law.

Amounts Payable On Account of Termination. If and to the extent necessary to comply with Section 409A, for the purposes of determining when amounts otherwise payable on account of your termination of employment under this Agreement will be paid, “terminate,” “terminated” or “termination” or words of similar import relating to your employment with the Company, as used in this Agreement, shall be construed as the date that you first incur a “separation from service” within the meaning of Section 409A. Notwithstanding anything to the contrary herein, if you are deemed on the date of termination to be a “specified employee” of the Company, within the meaning of that term under Section 409A(a)(2)(B), then with regard to any payment or provision of any benefit that is considered nonqualified deferred compensation under Section 409A payable on account of a “separation of service,” such payment or benefit shall not be made or provided until the date which is the earlier of (i) the expiration of the six (6) month period measured from the date of your “separation of service” from the Company and (ii) the date of your death, to the extent required under Section 409A. Upon the expiration of the foregoing delay period, all payments and benefits delayed pursuant to the previous sentence (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, without interest, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. In no event may you, directly or indirectly, designate the fiscal year of a payment.

Interpretative Rules. In applying Section 409A to amounts paid pursuant to this Agreement, any right to a series of installment payments under this Agreement shall be treated as a right to a series of separate payments.

Taxable Reimbursements. Any taxable reimbursement of business or other expenses provided for under this Agreement shall be subject to the following conditions: (i) the expenses eligible for reimbursement in one taxable year shall not affect the expenses eligible for reimbursement in any other taxable year, (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred, and (iii) the right to reimbursement shall not be subject to liquidation or exchange for another benefit.

Governing Law: This Agreement and the legal relations thus created between the parties hereto shall be governed by, and construed in accordance with, the internal laws of the State of California, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of California or any other jurisdiction) that would cause the application of the law of any jurisdiction other than the State of California. The parties hereto acknowledge and agree that this Agreement was executed and delivered in the State of California.

If the terms of this Agreement are acceptable to you, please sign below and return a copy to me. On behalf of the Company, we look forward to continuing working with you.

	Regards,
	/s/ James G. Conroy

	James G. Conroy
	President and Chief Executive Officer

AGREED AND ACCEPTED:

/s/ James Watkins

Date:

October 26, 2021

James Watkins

Boot Barn Holdings, Inc. Announces Second Quarter Fiscal Year 2022

Financial Results and Appoints Jim Watkins Chief Financial Officer

IRVINE, California – October 27, 2021—Boot Barn Holdings, Inc. (NYSE: BOOT) today announced its financial results for the second fiscal quarter ended September 25, 2021.

Due to the impact of COVID-19 on the Company’s results in its second fiscal quarter ended September 26, 2020, it has provided the below quarterly highlights in comparison to its second fiscal quarter ended September 28, 2019, two years ago.

For the quarter ended September 25, 2021:

●	Net sales increased 67.1% to $312.7 million, compared to the quarter ended September 28, 2019, two years ago.

●	Compared to the quarter ended September 28, 2019, same store sales increased 53.6%, comprised of an increase in retail store same store sales of 53.0% and an increase in e-commerce same store sales of 57.1%.

●

Net income was $37.9 million, or $1.25 per diluted share, compared to $7.7 million, or $0.26 per diluted share in the two-year ago period. Net income per diluted share in the current-year and two-year ago periods include an approximately $0.03 and $0.02 per share benefit, respectively, due to income tax accounting for share-based compensation. Excluding the tax benefit in both periods, net income per diluted share in the current-year period was $1.22, compared to $0.24 in the two-year ago period.

●	The Company opened 3 new stores and closed 1 during the thirteen weeks ended September 25, 2021.

The Company has also provided the below table which includes year-over-year comparisons of retail store sales, e-commerce sales, and total net sales for each of the periods indicated below. In addition, the following table includes retail store sales and e-commerce sales as a percentage of total net sales for the periods indicated below:

Jim Conroy, President and Chief Executive Officer, commented, “Our business continued to grow at an exceptional pace in the second quarter as our teams are doing an excellent job executing our strategic

initiatives and capitalizing on heightened consumer demand to expand our market share. We are experiencing strong gains both in stores and online fueled by an increasing customer count, a compelling assortment and a fulfilling shopping experience. The consistency and duration of the outsized growth in sales seems to indicate that we have captured significant market share which should be sustainable. With our sales momentum continuing thus far in the third quarter and inventories in a solid position, we are optimistic about our prospects for the upcoming holiday season. Looking further ahead, we see a long runway for sustained growth and believe the Company is poised to deliver increased shareholder value for years to come.”

Operating Results for the Second Quarter Ended September 25, 2021 Compared to the Second Quarter Ended September 26, 2020

●

Net sales increased 69.5% to $312.7 million from $184.5 million in the prior-year period. Consolidated same store sales increased 61.7% with retail store same store sales up 66.0% and e-commerce same store sales up 41.6%. The increase in net sales was the result of an increase of 61.7% in consolidated same store sales and the incremental sales from new stores opened over the past twelve months. Net sales in the prior-year period were adversely impacted by decreases in retail store sales resulting from decreased traffic in our stores from customers staying at home in response to the COVID-19 crisis.

●

Gross profit was $118.2 million, or 37.8% of net sales, compared to $55.5 million, or 30.1% of net sales, in the prior-year period. Gross profit increased primarily due to increased sales. The increase in gross profit rate of 770 basis points was driven by 410 basis points of leverage in buying and occupancy costs as a result of expense leverage on higher sales and a 360-basis point increase in merchandise margin. Merchandise margin increased 360 basis points primarily as a result of better full-price selling and growth in exclusive brand penetration.

●

Selling, general and administrative expenses were $68.0 million, or 21.8% of net sales, compared to $45.4 million, or 24.6% of net sales, in the prior-year period. The increase in selling, general and administrative expenses was primarily a result of higher store payroll, higher overhead and increased marketing expenses in the current-year period compared to the prior-year period which was impacted by COVID-19. Selling, general and administrative expenses as a percentage of net sales decreased by 290 basis points primarily as a result of expense leverage on higher sales.

●	Income from operations increased $40.1 million to $50.1 million, or 16.0% of net sales, compared to $10.0 million, or 5.4% of net sales, in the prior-year period. This increase represents 1,060 basis points of improvement in operating profit margin.

●

Net income was $37.9 million, or $1.25 per diluted share, compared to a net income of $5.8 million, or $0.20 per diluted share in the prior-year period. Net income per diluted share in the current-year period includes an approximately $0.03 per share benefit due to income tax accounting for share-based compensation. Excluding the tax benefit in the current year period, net income per diluted share in the current-year period was $1.22, compared to net income per diluted share of $0.20 in the prior-year period.

Operating Results for the Six Months Ended September 25, 2021 Compared to the Six Months Ended September 26, 2020

●

Net sales increased 86.3% to $619.0 million from $332.3 million in the prior-year period. Consolidated same store sales increased 69.1% with retail store same store sales up 81.5% and e-commerce same store sales up 24.4%. The increase in net sales was the result of an increase of 69.1% in consolidated same store sales, the sales contribution from temporarily closed stores that were excluded from the comp base, and the incremental sales from new stores opened over the past twelve months. Net sales in the prior-year period were adversely impacted by decreases in retail store sales resulting from decreased traffic in our stores from customers staying at home in response to the COVID-19 crisis and temporary store closures.

●

Gross profit was $234.6 million, or 37.9% of net sales, compared to $95.7 million, or 28.8% of net sales, in the prior-year period. Gross profit increased primarily due to increased sales. The increase in gross profit rate of 910 basis points was driven by 520 basis points of leverage in buying and occupancy costs as a result of expense leverage on higher sales and a 390 basis point increase in merchandise margin. Merchandise margin increased 390 basis points primarily as a result of better full-price selling, increased penetration of store sales compared to the prior year, and growth in exclusive brand penetration.

●

Selling, general and administrative expenses were $130.8 million, or 21.1% of net sales, compared to $83.9 million, or 25.2% of net sales, in the prior-year period. The increase in selling, general and administrative expenses was primarily a result of higher store payroll, higher overhead and increased marketing expenses in the current-year period compared to the prior-year period which was impacted by COVID-19. Selling, general and administrative expenses as a percentage of net sales decreased by 410 basis points primarily as a result of expense leverage on higher sales.

●	Income from operations increased $92.0 million to $103.8 million, or 16.8% of net sales, compared to $11.8 million, or 3.6% of net sales, in the prior-year period. This increase represents 1,320 basis points of improvement in operating profit margin.

●

Net income was $78.5 million, or $2.59 per diluted share, compared to net income of $5.3 million, or $0.18 per diluted share in the prior-year period. Net income per diluted share in the current-year period includes a $0.12 per share benefit due to income tax accounting for share-based compensation. Excluding the tax benefit in the current year period, net income per diluted share in the current-year period was $2.47, compared to net income per diluted share of $0.18 in the prior-year period.

Current Business

The following table includes retail store sales, e-commerce sales, and total net sales for the periods indicated below. It also includes the year-over-year change in retail store sales, e-commerce sales, and total net sales for each of the periods indicated below:

Balance Sheet Highlights as of September 25, 2021

●	Cash of $39.5 million.

●	Average inventory per store increased 8.8% on a same store basis compared to September 26, 2020.

●	Total debt of $50.0 million, including a zero balance under the revolving credit facility. On July 26, 2021, the Company expanded its revolving credit facility to $180.0 million.

Fiscal Year 2022 Outlook

The Company provides the following full-year fiscal 2022 guidance:

●

New unit growth of 10%.

●

Exclusive brand penetration growth of 350 basis points compared to full-year fiscal 2021.

●

Effective tax rate of 25.4%.

●

Capital expenditures between $36.0 to $39.0 million.

CFO Appointment

Boot Barn also announced the appointment of Jim Watkins as Chief Financial Officer, effective November 1, 2021. Jim has worked at Boot Barn in a variety of roles since October 2014, most recently as the Company’s Senior Vice President, Finance and Investor Relations. Prior to joining Boot Barn, Jim was the Vice President, Corporate Controller and Principal Accounting Officer of Mindspeed Technologies, a publicly traded semiconductor company. Prior to Mindspeed, Jim worked as an auditor at Ernst & Young for 12 years. Jim is a Certified Public Accountant in the state of California.

Greg Hackman will continue as Boot Barn’s Executive Vice President and Chief Operating Officer. Greg joined Boot Barn in 2015 as the Chief Financial Officer and has also held the role of Chief Operating Officer since August 2020.

Jim Conroy stated, “I feel fortunate to have the chance to work with both Greg and Jim as we continue to build the Boot Barn business. This new alignment will give Jim the well-deserved acknowledgment of

his contributions to the Company and the finance organization. It also demonstrates the leadership capabilities of Greg as he has helped position Jim for this expanded role. Given the outsized growth we are presently experiencing, I believe we will benefit greatly from Greg’s more intense focus on sales support functions to help ensure we can continue to scale the business to support the future needs of a national multi-billion-dollar retailer.

Conference Call Information

A conference call to discuss the financial results for the second quarter of fiscal year 2022 is scheduled for today, October 27, 2021, at 4:30 p.m. ET (1:30 p.m. PT). Investors and analysts interested in participating in the call are invited to (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 27, 2021, by dialing (844) 512-2921 (domestic) or (412) 317-6671 (international) and entering the conference identification number: 13724517. 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 281 stores in 36 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: the effect of COVID-19 on our business operations, growth strategies, store traffic, employee availability, financial condition, liquidity and cash flow; decreases in consumer spending due to declines in consumer confidence, local economic

conditions or changes in consumer preferences; the Company’s ability to effectively execute on its growth strategy; and the Company’s failure to maintain and enhance its strong brand image, to compete effectively, to maintain good relationships with its key suppliers, and to improve and expand its exclusive product offerings. The Company discusses the foregoing risks and other risks in greater detail under the heading “Risk factors” in the periodic reports filed by the Company with the Securities and Exchange Commission. Although the Company believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect the Company’s actual financial results and cause them to differ materially from those anticipated in the forward-looking statements. Because of these factors, the Company cautions that you should not place undue reliance on any of these forward-looking statements. New risks and uncertainties arise from time to time, and it is impossible for the Company to predict those events or how they may affect the Company. Further, any forward-looking statement speaks only as of the date on which it is made. Except as required by law, the Company does not intend to update or revise the forward-looking statements in this press release after the date of this press release.

Investor Contact:
ICR, Inc.

Brendon Frey, 203-682-8216

BootBarnIR@icrinc.com

Media Contact:
Boot Barn Holdings, Inc.

Jim Watkins, 949-453-4428

Senior Vice President, Finance & Investor Relations

BootBarnIRMedia@bootbarn.com