Form 8-K - Current report

0001610250false00016102502024-09-092024-09-09

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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): September 9, 2024

Boot Barn Holdings, Inc.

(Exact name of registrant as specified in its charter)

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Delaware	001-36711	90-0776290
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

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15345 Barranca Parkway, Irvine, California	92618
(Address of principal executive offices)	(Zip Code)

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[phone]

(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))

Securities registered pursuant to Section 12(b) of the Act:

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

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. ☐ 

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Item 7.01     Regulation FD Disclosure.

On September 9, 2024, Boot Barn Holdings, Inc. (the “Company”) issued a press release announcing its participation in the Piper Sandler Growth Frontiers Conference to be held on Tuesday, September 10, 2024 at 12:30 p.m. Eastern Time, and certain preliminary results for the Company’s same store sales during fiscal July, fiscal August, and the first two weeks of fiscal September. The press release is attached hereto as Exhibit 99.1 and incorporated into this Item 7.01 by reference.

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The information provided in this Item 7.01, 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 filing.

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Item 9.01. Financial Statements and Exhibits.

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Exhibit 99.1	Press release dated September 9, 2024.
Exhibit 104	The cover page of this Current Report on Form 8-K, formatted in Inline XBRL.

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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: September 9, 2024	By:	/s/ James M. Watkins
​	​	Name: James M. Watkins
​	​	Title: Chief Financial Officer and Secretary

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Exhibit 99.1

Boot Barn Holdings, Inc. Announces Participation in the

Piper Sandler Growth Frontiers Conference

IRVINE, California – September 9, 2024 – Boot Barn Holdings, Inc. (NYSE: BOOT) (the “Company”) today announced its participation in the following investor conference:

Piper Sandler Growth Frontiers Conference

Date: Tuesday, September 10, 2024

Webcast Fireside Chat: 12:30 p.m. Eastern Time

The fireside chat will be webcast live over the internet and can also be accessed at http://investor.bootbarn.com. An online archive of the fireside chat will be available for a period of 90 days on the investor page of the Company’s website.

Same Store Sales Update

In advance of the Piper Sandler Growth Frontiers Conference, the Company is providing an update on its recent performance.

Jim Conroy, President and Chief Executive Officer, commented, “I am pleased with the strong execution from the entire Boot Barn team. We continue to see solid performance from new store openings in multiple markets across the country. From a same store sales perspective, it is encouraging to see sequential improvement from July to August and for the first two weeks of fiscal September. On a quarter-to-date basis, we are now comping positive in both channels, across all four store geographies and in every major merchandise classification. Additionally, the recent strength in same store sales has been driven by year-over-year growth in average store transactions with no meaningful change in our promotional posture. While macro uncertainty continues, we are increasingly confident in the underlying tone of the business as we prepare for the upcoming holiday quarter.”

The following table shows the Company’s preliminary results for same store sales (“SSS”) for the periods indicated below.

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​		Preliminary		Preliminary		Preliminary			Preliminary
​	​	Four Weeks	​	Four Weeks	​	Two Weeks	​	​	Ten Weeks	​
​	​	Fiscal July	​	Fiscal August	​	Fiscal September	​	​	Fiscal Second Quarter	​
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Retail Stores SSS	​	(0.9)	%	5.3	%	7.9	%	​	3.4	%
E-commerce SSS	​	5.0	%	12.1	%	11.3	%	​	9.2	%
Consolidated SSS	​	(0.3)	%	6.0	%	8.2	%	​	4.0	%
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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 417 stores in 46 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

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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 the Company’s current expectations and projections relating to, by way of example and without limitation, the Company’s 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 that they believe are appropriate under the circumstances. As you consider this press release, you should understand that these statements are not guarantees of performance or results. They involve risks, uncertainties (some of which are beyond the Company’s control) and assumptions. These risks, uncertainties and assumptions include, but are not limited to, the following: decreases in consumer spending due to declines in consumer confidence, local economic conditions or changes in consumer preferences; the Company’s ability to effectively execute on its growth strategy; and the Company’s failure to maintain and enhance its strong brand image, to compete effectively, to maintain good relationships with its key suppliers, and to improve and expand its exclusive product offerings. The Company discusses the foregoing risks and other risks in greater detail under the heading “Risk factors” in the periodic reports filed by the Company with the Securities and Exchange Commission. Although the Company believes that these forward-looking statements are based on reasonable assumptions, you should be aware that many factors could affect the Company’s actual financial results and cause them to differ materially from those anticipated in the forward-looking statements. Because of these factors, the Company cautions that you should not place undue reliance on any of these forward-looking statements. New risks and uncertainties arise from time to time, and it is impossible for the Company to predict those events or how they may affect the Company. Further, any forward-looking statement speaks only as of the date on which it is made. Except as required by law, the Company does not intend to update or revise the forward-looking statements in this press release after the date of this press release.

Investor Contact:
ICR, Inc.

Brendon Frey, 203-682-8216

[e-mail]

or

Company Contact:
Boot Barn Holdings, Inc.

Mark Dedovesh, 949-453-4489

Senior Vice President, Investor Relations & Financial Planning

[e-mail]

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Document and Entity Information	Sep. 09, 2024
Document and Entity Information
Document Type	8-K
Document Period End Date	Sep. 09, 2024
Entity File Number	001-36711
Entity Registrant Name	Boot Barn Holdings, Inc.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	90-0776290
Entity Address, Address Line One	15345 Barranca Parkway
Entity Address, City or Town	Irvine
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92618
City Area Code	949
Local Phone Number	453-4400
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	BOOT
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001610250
Amendment Flag	false

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