Boot Barn Holdings Inc (BOOT) 2023年10-K年度報告「NYSE」.pdf

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1、Table of ContentsUNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549FORM 10-K(Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIESEXCHANGE ACT OF 1934For the fiscal year ended April 1,2023TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THESECURITIES EXCHANGE AC

2、T OF 1934For the transition period from to Commission file number:001-36711BOOT BARN HOLDINGS,INC.(Exact name of registrant as specified in its charter)Delaware(State or other jurisdiction ofincorporation or organization)90-0776290(I.R.S.EmployerIdentification No.)15345 Barranca PkwyIrvine,CA 92618(

3、Address of principal executive offices)(Zip Code)Registrants telephone number,including area code:(949)453-4400Securities registered pursuant to Section 12(b)of the Act:Title of each classTradingSymbolName of each exchange on which registeredCommon Stock,$0.0001 par valueBOOTNew York Stock ExchangeS

4、ecurities registered pursuant to Section 12(g)of the Act:NoneIndicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the SecuritiesAct.Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of

5、theAct.Yes No Indicate by check mark whether the registrant(1)has filed all reports required to be filed by Section 13 or 15(d)of theSecurities Exchange Act of 1934 during the preceding 12 months(or for such shorter period that the registrant was required to filesuch reports),and(2)has been subject

6、to such filing requirements for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorterperi

7、od that the registrant was required to submit such files).Yes No Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,asmaller reporting company,or an emerging growth company.See the definitions of“large accelerated filer,”“accelerat

8、ed filer,”“smaller reporting company,”and“emerging growth company”in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not

9、 to use the extended transitionperiod for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)of the ExchangeAct.Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of theeffectiveness of its

10、 internal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)bythe registered public accounting firm that prepared or issued its audit report.If securities are registered pursuant to Section 12(b)of the Act,indicate by check mark whether the financial stat

11、ements ofthe registrant included in the filing reflect the correction of an error to previously issued financial statements.Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis ofincentive-based compensation received by any of the registran

12、ts executive officers during the relevant recovery period pursuant to 240.10D-1(b).Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Act).Yes No The aggregate market value of the registrants common stock held by non-affiliates of the registrant as of th

13、e end of its mostrecently completed second fiscal quarter was approximately$1.426 billion.Shares held by each officer,director and person owningmore than 10%of the outstanding voting and non-voting stock have been excluded from this calculation because such persons maybe deemed to be affiliates of t

14、he registrant.This determination of potential affiliate status is not necessarily a conclusivedetermination for other purposes.Shares held include shares of which certain of such persons disclaim beneficial ownership.The number of outstanding shares of the registrants common stock,$0.0001 par value,

15、as of May 17,2023 was 29,909,443.2025/2/11 12:05sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htmhttps:/www.sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htm1/146DOCUMENTS INCORPORATED BY REFERENCEPortions of the Registrants Proxy Statement for t

16、he 2023 Annual Meeting of Stockholders,to be filed pursuant toRegulation 14A within 120 days after the end of the 2023 fiscal year,are incorporated by reference into Part III of this Form 10-K.2025/2/11 12:05sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htmhttps:/www.sec.g

17、ov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htm2/146Table of ContentsTABLE OF CONTENTS Page PART IItem 1.Business1Item 1A.Risk Factors14Item 1B.Unresolved Staff Comments35Item 2.Properties35Item 3.Legal Proceedings36Item 4.Mine Safety Disclosures36PART IIItem 5.Market for Reg

18、istrants Common Equity,Related Stockholder Matters and IssuerPurchases of Equity Securities37Item 6.Reserved38Item 7.Managements Discussion and Analysis of Financial Condition and Results ofOperations38Item 7A.Quantitative and Qualitative Disclosures About Market Risk52Item 8.Consolidated Financial

19、Statements and Supplementary Data53Item 9.Changes in and Disagreements with Accountants on Accounting and FinancialDisclosure80Item 9A.Controls and Procedures80Item 9B.Other Information82Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections82PARTIIIItem 10.Directors,Executive O

20、fficers and Corporate Governance83Item 11.Executive Compensation83Item 12.Security Ownership of Certain Beneficial Owners and Management and RelatedStockholder Matters83Item 13.Certain Relationships and Related Transactions,and Director Independence83Item 14.Principal Accounting Fees and Services83P

21、ARTIVItem 15.Exhibits and Financial Statement Schedules832025/2/11 12:05sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htmhttps:/www.sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htm3/146Table of Contents1Fiscal YearWe operate on a fiscal calendar

22、 that results in a 52-or 53-week fiscal year ending on the lastSaturday of March unless April 1st is a Saturday,in which case the fiscal year ends on April 1st.In a 52-week fiscal year,each quarter includes thirteen weeks of operations;in a 53-week fiscal year,the first,second and third quarters eac

23、h include thirteen weeks of operations and the fourth quarter includesfourteen weeks of operations.The data presented contains references to fiscal 2023,fiscal 2022,andfiscal 2021,which represent our fiscal years ended April 1,2023,March 26,2022 and March 27,2021,respectively.Fiscal 2023 was a 53-we

24、ek period and fiscal 2022 and 2021 were each 52-week periods.PART IItem 1.Business.Our CompanyWe are the largest lifestyle retail chain devoted to western and work-related footwear,appareland accessories in the United States.With 345 stores in 43 states as of April 1,2023,we have more thanthree time

25、s as many stores as our nearest direct competitor that sells primarily western and work wear,and believe we have the potential to grow our domestic store base to 900 stores.Our stores,which aretypically freestanding or located in strip centers,average 10,800 selling square feet and feature acomprehe

26、nsive assortment of brands and styles,coupled with attentive,knowledgeable store associates.We target a broad and growing demographic,ranging from passionate western and country enthusiaststo workers seeking dependable,high-quality footwear and apparel.We strive to offer an authentic,one-stop shoppi

27、ng experience that fulfills the everyday lifestyle needs of our customers and,as a result,many of our customers make purchases in both the western and work wear sections of our stores.Ourstore environment,product offering and marketing materials represent the aesthetics of the trueAmerican West,coun

28、try music and rugged,outdoor work.These threads are woven together in ourvision,“To offer everyone a piece of the American spirit one handshake at a time”.Our product offering is anchored by an extensive selection of western and work boots and iscomplemented by a wide assortment of coordinating appa

29、rel and accessories.Many of the items that weoffer are basics or necessities for our customers daily lives and typically represent enduring styles thatare not meaningfully impacted by changing fashion trends.Accordingly,a majority of our inventory iskept in stock through automated replenishment prog

30、rams.Our boot selection,which comprisesapproximately one-third of each stores selling square footage space,is merchandised on self-servicefixtures with western boots arranged by size and work boots arranged by style and function.This allowsus to display the full breadth of our inventory and deliver

31、a convenient shopping experience.We alsocarry market-leading assortments of denim,western shirts,cowboy hats,belts and belt buckles,western-style jewelry and accessories.Our western assortment includes many of the industrys most sought-afterbrands,such as Ariat,Cinch,Cody James,Corral,Dan Post,Duran

32、go,El Dorado,Idyllwind,Justin,Laredo,Miss Me,Montana Silversmiths,Moonshine Spirit,Resistol,Shyanne,Stetson,Tony Lama,Twisted X,and Wrangler.Our work assortment includes rugged footwear,outerwear,overalls,denimand shirts for the most physically demanding jobs where durability,performance and protect

33、ion matter,including safety-toe boots and flame-resistant and high-visibility clothing.Among the top work brandssold in our stores are Carhartt,Cody James Work,Georgia Boot,Hawx,Thorogood,Timberland Proand Wolverine.Our merchandise is also available on our e-commerce websites.Boot Barn was founded i

34、n 1978 and,over the past 45 years,has grown both organically andthrough successful strategic acquisitions of competing chains.We have rebranded and remerchandisedthe acquired chains under the Boot Barn banner.We believe that our business model and scale provideus with competitive advantages that hav

35、e contributed to our consistent and strong financial performance,generating sufficient cash flow to support national growth.2025/2/11 12:05sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htmhttps:/www.sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.h

36、tm4/146Table of ContentsAcquisitionsG.&L.Clothing,Inc.On August 26,2019,Boot Barn,Ipleted the acquisition of G.&L.Clothing,Inc.(“G.&L.Clothing”),an individually-owned retailer operating one store in Des Moines,Iowa.As part ofthe transaction,Boot Barn,Inc.purchased the inventory,entered into new leas

37、es with the storeslandlord and offered employment to the G.&L.Clothing team.The primary reason for the acquisition ofG.&L.Clothing was to further expand the Companys retail operations in Iowa.The cash considerationpaid for the acquisition was$3.7 million.Drysdales,Inc.On July 3,2018,Boot Barn,Iplete

38、d the acquisition of assets from Drysdales,Inc.(“Drysdales”),a retailer with two stores in Tulsa,Oklahoma.As part of the transaction,Boot Barn,Inc.purchased the inventory,entered into new leases with the stores landlord,offered employment to theDrysdales team at both store locations and assumed cert

39、ain customer credits.The primary reason for theacquisition of Drysdales was to further expand the Companys retail operations in Oklahoma.The cashconsideration paid was$3.8 million.Lone Star Western&Casual LLCOn April 24,2018,Boot Barn,Ipleted the acquisition of Lone Star Western&CasualLLC(“Lone Star

40、”),an individually owned retail company with three stores in Waxahachie,Corsicanaand Athens,Texas.As part of the transaction,Boot Barn,Inc.purchased the inventory,entered into newleases with the stores landlord and offered employment to the Lone Star team at all three storelocations.The primary reas

41、on for the acquisition of Lone Star was to further expand the Companysretail operations in Texas.The cash consideration paid for the acquisition was$4.4 million.Woods Boots Asset AcquisitionOn September 11,2017,we acquired assets from Woods Boots,a four-store family-ownedretailer with stores in Midl

42、and and Odessa,Texas.As part of the transaction,we purchased theinventory,entered into new leases with the stores landlord,offered employment to the Woods Bootsteam at all four store locations and assumed certain customer credits.Based on the fair value analysis ofthe net assets acquired and liabili

43、ties assumed,the inventory was valued at$2.8 million,and thecustomer credits were valued at less than$0.1 million.Country Outfitter Asset AcquisitionOn February 16,2017,we acquired all rights and interest in the website and tradename,along with the associated social media platforms.We additionally p

44、urchased acustomer email list and assumed Country Outfitters merchandise credits.The Country Outfitter e-commerce website sells primarily country and western fashion merchandise.The Country Outfitterassets were purchased for$1.8 million of cash and assumed liabilities.The Company as a website separa

45、te from its other e-commerce sites.Sheplers AcquisitionOn June 29,2015,we acquired Sheplers,Inc.and Sheplers Holding Corporation(now knownas Sheplers,LLC and Sheplers Holding LLC,respectively,following the conversion of these entities tolimited liability companies on September 26,2021)(these entitie

46、s collectively,“Sheplers”),a westernlifestyle company with 25 retail locations across the United States and an e-commerce business.Werefer to the acquisition as the“Sheplers Acquisition”.We financed the Sheplers Acquisition withborrowings under a senior secured asset-based revolving credit facility

47、for which Wells Fargo Bank,National Association is agent(the“Wells Fargo Revolver”),and a syndicated senior secured term loanfor which GCI Capital Markets LLC was agent(the“2015 Golub Term Loan”).Through the SheplersAcquisition,we added eight new markets,expanded both our Texas(Dallas and San Antoni

48、o)andDenver markets,and greatly increased our omni-channel capabilities as Sheplers had a leading e-commerce platform(“Sheplers e-commerce”).We rebranded 19 of2025/2/11 12:05sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htmhttps:/www.sec.gov/Archives/edgar/data/1610250/000

49、155837023010209/boot-20230401x10k.htm5/14622025/2/11 12:05sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htmhttps:/www.sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htm6/146Table of Contentsthe 25 retail stores acquired through the Sheplers Acquis

50、ition,and closed the remaining six stores duringfiscal 2016.The acquisition-date fair value of the consideration transferred totaled$149.3 million.Our Competitive StrengthsWe believe the following strengths differentiate us from our competitors and provide a solidfoundation for future growth:Powerfu

51、l lifestyle brand.The Boot Barn brand is built on western lifestyle values that are core to American culture.Our deep understanding of this lifestyle enables us to create long-lasting relationships with our customers who embody these ideals.Our brand is highly visible through our sponsorship of loca

52、l and national rodeos,stock shows,concerts and country music artists.We sell our products through pop-up shops at several of the largest events that we sponsor.We believe these grassroots marketing efforts make our brand synonymous with the western lifestyle,validate our brands authenticity and esta

53、blish Boot Barn as the trusted specialty retailer for all of our customers everyday needs.Strong e-commerce positioning.We offer a compelling shopping experience to our customers,including 345 brick-and-mortar stores combined with our e-commerce websites consisting primarily of , and third-party mar

54、ketplaces.Additionally,during fiscal 2023,we launched a Boot Barn app,which has become an additional sales channel for the business.B and offer a compelling every-day low price shopping experience catered towards a lifestyle customer with western roots and a strong work influence.C has a curated ass

55、ortment appealing to a more fashion-based country lifestyle customer.Each of our e-commerce sites has distinct brand positioning and provides a differentiated shopping experience to our customers.Fast growing specialty retailer of western and work wear in the U.S.Our broad geographic footprint,which

56、 currently spans 43 states,provides us with significant economies of scale,enhanced supplier relationships,the ability to recruit and retain high quality store associates and the ability to reinvest in our business at levels that we believe exceed those of our competition.Loyal customer base.Our cus

57、tomers come to us for many aspects of their everyday footwear and clothing needs because of the breadth and availability of our product offering.Our customer loyalty program,B Rewarded,enhances our connection and relationship with our customers.Our loyalty program has grown rapidly since its incepti

58、on in fiscal 2011 and as of April 1,2023,includes approximately 7.1 million members who have purchased merchandise from us in the last three fiscal years.The majority of our sales are made to these customers.We leverage this database,which provides useful information about our customers,to enhance o

59、ur marketing activities across our stores and e-commerce websites,refine our merchandising and planning efforts and assist in our selection of sites for new stores.Differentiated shopping experience.We deliver a one-stop shopping experience that engages our customers and,we believe,fulfills their li

60、festyle needs.Our stores are designed to create an inviting and engaging experience and include prominent storefront signage,a simple and easy-to-shop layout and a large and conveniently arranged self-service selection of boots.We offer significant inventory breadth and depth across a range of boots

61、,apparel and accessories.Additionally,all of our stores are equipped with touch screen devices that allow our customers to access additional boots,apparel and other items from our e-commerce distribution center inventory as well as the inventory at most of our larger third-party vendors,purchase the

62、se items in store,and,in most cases,receive free shipping.We also have touch screen devices that allow customers to browse our in-store assortment and select an item that meets their functional requirements and preferences.We continue to enhance customer service with our omni-channel initiatives,inc

63、luding buy online pick up in-store,buy online pick up curbside,buy online return in store,buy online ship from store,same day delivery and in-store fulfillment of online purchases.We believe that our strong,long-lasting supplier relationships enhance our ability to provide a compelling merchandise a

64、ssortment with a strong in-stock position both in-store and online.Our knowledgeable store associates are passionate about our merchandise and deliver a high level of service to our customers.These elements help promote customer loyalty and drive repeat visits.2025/2/11 12:05sec.gov/Archives/edgar/d

65、ata/1610250/000155837023010209/boot-20230401x10k.htmhttps:/www.sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htm7/1463Compelling merchandise assortment and strategy.We believe we offer a diverse merchandise assortment that features the most sought-after western and work we

66、ar brands,well-regarded niche brands and exclusive brands 2025/2/11 12:05sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htmhttps:/www.sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htm8/146Table of Contentsacross a range of merchandise categories i

67、ncluding boots,apparel and accessories.We have a core assortment of styles that serves as a foundation for our merchandising strategy and we augment and tailor that assortment by region to cater to local preferences.Portfolio of exclusive brands.We have leveraged our scale,merchandising experience a

68、nd customer knowledge to launch a portfolio of brands exclusive to us,which primarily include Shyanne,Cody James,Moonshine Spirit,Idyllwind,Hawx,Cody James Work,El Dorado,Cleo+Wolf,Brothers&Sons,Rank 45 and Blue Ranchwear.Our exclusive brands are currently available in stores, and third-party market

69、places,and offer high-qualitywestern and work boots as well as apparel and accessories for men,ladies and kids.Each of ourexclusive brands address product and price segments that we believe are underserved by third-partybrands and has historically achieved better merchandise margins than the third-p

70、arty brands that wecarry.Customer receptivity and demand for our exclusive brands have been strong,demonstrated bytheir increasing penetration and sales momentum across our store base and e-commerce websites.Versatile store model with compelling unit economics.We have successfully opened and current

71、ly operate stores that generate strong cash flow,consistent store-level financial results and an attractive return on investment across a variety of geographies,markets,store sizes and location types.We operate stores in markets characterized as agribusiness centers and ranch regions,and in other va

72、rious geographies throughout the United States.Our stores are also successful in small,rural towns,suburban and major metropolitan areas.Our new store model requires an average net cash investment of approximately$1.4 millionand targets an average payback period of three years.Our lean operating str

73、ucture,coupled with ourstrong supplier relationships,has allowed us to grow with minimal supply chain investments as aportion of our products ship directly from our suppliers to our stores.We believe that our proven retailmodel and attractive unit economics support our ability to grow our store foot

74、print in both new andexisting markets across the U.S.Highly experienced management team and passionate organization.Our senior management team has extensive experience across all key retail disciplines and has been instrumental in developing a robust and scalable infrastructure to support our growth

75、.In addition to playing an important role in developing our long-term growth initiatives,our senior management team embraces the genuine and enduring qualities of the western and work lifestyle and has created a positive culture of enthusiasm and entrepreneurial spirit which is shared by team member

76、s throughout our entire organization.Our Growth StrategiesWe are pursuing several strategies to continue our profitable growth,including:Continuing omni-channel leadership.Our growing national footprint,social media followingand broader marketing efforts drive traffic to our stores and e-commerce we

77、bsites.We operate our e-commerce websites and app as an alternative to shopping in the stores,which allows us to reachcustomers outside our geographic footprint.We continue to make investments in both online and in-store advertising,aimed at increasing traffic to our e-commerce websites,which reache

78、d more than91 million total visits in fiscal 2023 compared to more than 88 million total visits in fiscal 2022,andincreasing the amount of merchandise purchased by customers who visit our websites,while improvingthe shopping experience for our customers.Additionally,all of our stores are equipped wi

79、th touchscreen devices that allow our customers to access additional boots,apparel and other items from our e-commerce distribution center inventory as well as the inventory at most of our larger third-partyvendors,purchase these items in store,and,in most cases,receive free shipping.We also have to

80、uchscreen devices that allow customers to browse our in-store assortment and select an item that meets theirfunctional requirements and preferences.We continue to enhance customer service with our omni-channel initiatives,including buy online pick up in-store,buy online pick up curbside,buy online r

81、eturnin store,buy online ship from store,same day delivery and in-store fulfillment of online purchases.Wehave also made investments in our e-commerce infrastructure,including adding automation to ourdistribution centers to support expanding e-commerce growth.Our e-commerce sales as a portion oftota

82、l consolidated net sales were 12.8%and 15.5%in fiscal 2023 and fiscal 2022,respectively.2025/2/11 12:05sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htmhttps:/www.sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htm9/14642025/2/11 12:05sec.gov/Archi

83、ves/edgar/data/1610250/000155837023010209/boot-20230401x10k.htmhttps:/www.sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htm10/146Table of Contents5Driving same store sales growth.We believe that we can continue to grow our same store sales by increasing our brand awareness

84、,driving additional traffic to our stores,e-commerce websites and app,and increasing the amount of merchandise purchased by customers while visiting both our stores and e-commerce channels.Our management team has several initiatives in place to accelerate growth,enhance our store associates selling

85、skills,drive store-level productivity and increase customer engagement through our loyalty program.Building our exclusive brand portfolio.We believe we can achieve gross margin enhancement by increasing the penetration of our exclusive brand sales.As of April 1,2023,our exclusive brands primarily in

86、clude Shyanne,Cody James,Moonshine Spirit,Idyllwind,Hawx,CodyJames Work,El Dorado,Cleo+Wolf,Brothers&Sons,Rank 45 and Blue Ranchwear,and are sold inour stores,on our e-commerce websites and app,and on third-party marketplaces.Each of our exclusivebrands,which address product and price segments that

87、we believe are underserved by third-party brands,offers high quality exclusive products to our customers and has historically achieved better merchandise margins than the third-party brands that we carry.Expanding our store base.Driven by our compelling store economics,we believe that there is a sig

88、nificant opportunity to expand our store base in the U.S.During fiscal 2023,we opened 45 new stores with no acquisitions.We typically rebrand acquired stores within twelve months from the date of acquisition.Based on an extensive analysis,we believe that we have the potential to grow our domestic st

89、ore base of 345 stores as of April 1,2023 to approximately 900 stores over time.Over the long-term we plan to target store openings in new and existing markets and in adjacent and underserved markets that we believe will be receptive to our concept.Over the past several years,we have made investment

90、s in personnel,information technology,distribution center infrastructure and e-commerce platforms to support the expansion of our operations.Leveraging our economies of scale.We believe that we have a variety of opportunities to increase the profitability of our business over time.Our ability to lev

91、erage our infrastructure and drive store-level productivity is expected to be a driver of our improvement in profitability.We intend to continually refine our merchandise mix and increase the penetration of our exclusive brands to help differentiate us from our competitors and achieve higher merchan

92、dise margins.We also expect to capitalize on additional economies of scale in purchasing and sourcing as we grow our geographic footprint and online presence.Enhancing brand awareness.We intend to enhance our brand awareness and customer loyalty in a number of ways,such as continuing to grow our sto

93、re base and our online and social media initiatives.We use broadcast media such as radio,television and outdoor advertisements to reach customers in new and existing markets.We also maintain our strong market position through our grassroots marketing efforts,including sponsorship of rodeos,stock sho

94、ws and other western industry events,as well as our association with country music,including partnerships with Miranda Lambert and Brad Paisley and up-and-coming country musicians.We have an effective social media strategy with high customer engagement,as evidenced by our strong following on Faceboo

95、k and Instagram.Our Market OpportunityWe participate in the large,growing and highly fragmented western,country lifestyle and workwear markets of the broader apparel and footwear industry.We offer a variety of boots,apparel andaccessories that are basics or necessities for our customers daily lives.

96、Many of our customers areemployed in the agriculture,oil and gas,manufacturing and construction industries,and are oftencountry and western enthusiasts.We believe that growth in the western and country lifestyle marketswill continue to be driven by the growth of western events,such as rodeos,the pop

97、ularity of countrymusic,growth in casual wear,affinity for outdoor activities,and the continued strength and enduranceof the western lifestyle.We believe that growth in the work wear market will continue to be driven byincreasing activity in construction and manufacturing.Additionally,government reg

98、ulations forworkplace safety have driven and,we believe,will continue to drive,sales in specific categories,such assafety-toe boots and flame-resistant and high-visibility clothing for various industrial and outdooroccupations.2025/2/11 12:05sec.gov/Archives/edgar/data/1610250/000155837023010209/boo

99、t-20230401x10k.htmhttps:/www.sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htm11/1462025/2/11 12:05sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htmhttps:/www.sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htm12/146Table

100、 of Contents6Our Sales ChannelsDuring fiscal 2023,we continued to enhance our omni-channel capabilities.Our current omni-channel presence consists of both brick-and-mortar stores as well as an e-commerce platform,consistingprimarily of , and third-partymarketplaces.Additionally,during fiscal 2023,we

101、 launched a Boot Barn app,which has become anadditional sales channel for the business.Our storesAs a lifestyle retail concept,our stores offer a broad array of merchandise to outfit an entirefamily,while working during the week,relaxing on the weekend,or dressing up for an evening out.Ourstores are

102、 easy to navigate across all major product categories.The majority of our stores have ladiesand childrens apparel,mens western and work apparel,basic and more stylized denim,and accessoriessuch as hats,belts,jewelry,handbags,gifts and various other items.Boots are our signature category,with an expa

103、nsive assortment displayed on fixtures up to sixshelves in height.We offer virtually all of our boots in pairs out on the sales floor.To reflect the typicalpurchasing decision process of each of our customer segments,we arrange all western boots by size andall work boots by function and brand.While

104、our knowledgeable and friendly store associates are readilyavailable to assist our customers,the store design facilitates a self-service shopping experience.Our stores are generally located in or near high visibility,power and large neighborhoodshopping centers with trade areas of five or more miles

105、.Our stores average 10,800 selling square feetand feature a comprehensive assortment of brands and styles,coupled with attentive,knowledgeablestore associates.Our stores are designed and managed to drive profitability and,we believe,create acompelling customer shopping experience.During fiscal 2023,

106、we opened 45 new stores.As of April 1,2023,our retail footprint included345 stores in 43 states across the U.S.Two of our stores are operated under the“American Worker”name.Our American Worker stores primarily feature work-related footwear,apparel and accessories.We do not currently intend to open a

107、dditional American Worker stores.2025/2/11 12:05sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htmhttps:/www.sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htm13/146Table of Contents7The following table shows the number of stores in each of the 43

108、states in which we operatedas of April 1,2023.Number of Statestores Alabama 3Arizona 17Arkansas 2California 64Colorado 15Connecticut 1Delaware 2Florida 9Georgia 4Idaho 3Illinois 2Indiana 6Iowa 6Kansas 5Kentucky 3Louisiana 6Maryland 1Michigan 2Minnesota 4Mississippi 1Missouri 3Montana 4Nebraska 2Neva

109、da 12New Jersey 2New Mexico 7New York 1North Carolina 10North Dakota 6Ohio 5Oklahoma 8Oregon 5Pennsylvania 7South Carolina 3South Dakota 2Tennessee 12Texas 74Utah 3Virginia 5Washington 5West Virginia 1Wisconsin 3Wyoming 9Total 345E-commerceOur e-commerce websites are an integral part of our brand an

110、d allow us to further buildawareness in our current markets and reach customers not served by our current geographic footprint.During fiscal 2023,we had more2025/2/11 12:05sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htmhttps:/www.sec.gov/Archives/edgar/data/1610250/00015

111、5837023010209/boot-20230401x10k.htm14/146Table of Contentsthan 91 million total visits to our websites and we sold merchandise to customers in all 50 states.Approximately 2.8%of our total e-commerce revenue for fiscal 2023 was generated from customersoutside of the United States.Such foreign-source

112、revenue constituted approximately 0.4%of our overallnet sales in fiscal 2023.Our growing national footprint and broader marketing efforts drive traffic to our website and app,which in turn also drives traffic to our stores.We believe that many customers,especially those shopping for boots,browse onl

113、ine at or our app and then visit our storesto make their purchases to ensure a proper fit.As a multi-channel retailer,we are implementingtechnology initiatives that integrate in-store and e-commerce platforms into one seamless customerexperience.As an example,our stores have in-store touch screen de

114、vices that expand the productoffering available to our in-store customers,including additional styles,colors and sizes not carried inthe store.We continue to enhance customer service with our omni-channel initiatives,including buyonline pick up in-store,buy online pick up curbside,buy online return

115、in store,buy online ship fromstore,same day delivery and in-store fulfillment of online purchases.Our e-commerce businesses are every-day low price models.For all of our e-commerce brands,we communicate information on current promotions and upcoming events on our e-commerce websites,which helps driv

116、e purchases online and traffic to our stores.We continue to improve follow-up emailcommunication related to order confirmations,as well as offer boot care and other accessoriesassociated with boot purchases.Store expansion opportunities and site selectionWe have substantial experience in opening sto

117、res in new and existing geographic markets.During the last three fiscal years,we have successfully added,on a net basis,86 new stores throughorganic growth.We evaluate potential new locations in light of a variety of criteria,including localdemographics and population,the areas industrial base,the e

118、xisting competitive landscape,occupancycosts,store visibility,traffic,environmental considerations,co-tenancy and accessibility.We alsoconsider a regions total store potential to help ensure efficiencies in store management and mediaspending.Most of our stores are in high-traffic and highly visible

119、locations and many have freewaysignage.Stores located in metropolitan areas are typically established in high-density neighborhoods,and stores located in rural areas are typically established near highways or major thoroughfares.Based on a recent extensive internal and external analysis of our curre

120、nt customer base,storeperformance drivers and competitor penetration,we believe that the U.S.market supports the ability togrow our current domestic store base to approximately 900 stores.We utilized multiple methods formeasuring market size,including a review of demographic and psychographic factor

121、s by core-basedstatistical areas across the United States.We supplemented that data by analyzing our share of thegeographic markets in which we currently operate and extrapolating that share to new geographicmarkets.Based on our market analysis,we have created a regional and state-by-state developme

122、nt planto strategically extend our store portfolio.Careful consideration was given to operational constraints andmerchandising differences in new and existing markets,while balancing the relevant risks associatedwith opening stores in those markets.Over the past several years,we have invested in con

123、struction and real estate resources,information technology and distribution center infrastructure to support the expansion of our operations.In addition,we have developed a model for new stores that assumes a leased 10,000 to 15,000 squarefoot space,requires an average net cash investment of approxi

124、mately$1.4 million and targets an averagepayback period of three years.We believe that under this model we can grow our store base by at least10%annually over the next several years without substantially modifying our current resources andinfrastructure.Store Management and TrainingWe have a strong

125、culture focused on providing superior customer service.We believe that ourstore associates and managers form the foundation of the Boot Barn brand.We recruit people who arewelcoming,friendly and service-oriented,and who often live the western lifestyle or have a genuineaffinity for it.We have a posi

126、tive culture of enthusiasm and entrepreneurial spirit throughout theCompany,which is particularly strong in our stores.Given the2025/2/11 12:05sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htmhttps:/www.sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x1

127、0k.htm15/14682025/2/11 12:05sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htmhttps:/www.sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htm16/146Table of Contents9lifestyle nature of the Boot Barn brand,we have developed a natural connection betwee

128、n our customersand our store associates.Given the importance of both fit and function in selling much of our product,we utilize a well-developed sales,service and product training program.We provide more than 20 hours of training fornew store associates,as well as ongoing product,sales and leadershi

129、p training.Additionally,we providehome office and supplier-led workshops on products,selling skills and leadership at our annual three-day store manager meeting.Our store management training programs emphasize building skills that leadto effective store management and overall leadership.Our store ma

130、nagers are responsible for hiring andstaffing our stores and are empowered with the sales,customer service and operational tools necessaryto monitor employee and store performance.We believe that our continued investments in training ouremployees help drive loyalty from our store associates and,in t

131、urn,our customers.We are committed toproviding the right merchandise solution for each of our customers based on the ultimate end use of ourproducts.Our goal is to train each of our store associates to be able to guide a customer throughout astore and provide helpful knowledge on product fit,functio

132、ns and features across our departments.Rather than rely heavily on sales commissions and supplier-specific incentive programs,we utilize asystem under which the vast majority of our store associates compensation is based on an hourly wage.We believe that this produces a team-oriented culture,creates

133、 a less pressured selling environment andhelps ensure that our store associates are focused on the specific needs of our customers.MerchandisingStrategyWe seek to establish our stores as a one-stop destination for western and work-related footwear,apparel and accessories.Our merchandising strategy i

134、s to offer a core assortment of products,brandsand styles by store,department and price point.We augment and tailor this assortment by region to caterto local preferences such as toe profiles for western boots,styling for western apparel,and functions andfeatures for work apparel and work boots depe

135、nding on climate and the local industries served.Inaddition,we actively maintain a balance between third party brands and our own brands that,webelieve,offers our customers a compelling mix between selection,product and value.Our business is moderately seasonal and as a result our revenues fluctuate

136、 from quarter toquarter.The third quarter of our fiscal year,which includes the Christmas shopping season,hashistorically produced higher sales and disproportionately higher operating results than the other quartersof our fiscal year.Historically,neither the western nor the work component of our bus

137、iness has beenmeaningfully impacted by fashion trends or seasonality.We believe that many of our customers aredriven primarily by utility and brand,and our best-selling styles tend to be items that carry over fromyear to year with only minor updates.In fiscal 2023,fiscal 2022 and fiscal 2021 we gene

138、ratedapproximately 31%,33%and 34%of our net sales during our third fiscal quarter,respectively.We have a minimal amount of seasonal merchandise that could necessitate significantmarkdowns.This allows us to implement automated replenishment systems for the majority of ourmerchandise,meaning that,as i

139、n store and e-commerce sales are captured at the point of sale,recommended purchase orders are systematically generated for approval by our merchandising group,ensuring our strong in-stock inventory position.As a result,demand and margins for the majority of ourproducts are fairly predictable,which

140、reduces our inventory risk.Unfavorable economic conditionscould leave us with either excess inventory or a shortage of inventory and increased pressure on ourmargins.For more information about the risks,uncertainties,and other factors that could affect ourfuture results,please see Item 1A,Risk Facto

141、rs,of this Annual Report on Form 10-K.Our productsDuring fiscal 2023,our products contributed to overall sales in the following manner:GenderMens merchandise accounted for approximately 60%of our sales with thebalance being ladies,kids and unisex merchandise.2025/2/11 12:05sec.gov/Archives/edgar/dat

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143、boot-20230401x10k.htm18/146Table of ContentsStylingWestern styles comprised approximately 70%of our sales,with work-related andother styles making up the balance.Product categoryBoots accounted for 47%of our sales,with apparel comprising anadditional 37%and the balance consisting of hats,gifts,acces

144、sories and homemerchandise.Throughout our long history we have maintained collaborative relationships with our keysuppliers.These relationships,coupled with our scale,have allowed us to carry a wide selection ofpopular and niche brands.In many cases,we are one of the largest accounts of our supplier

145、s and havebecome important as the largest specialty retailer of western and work wear in the U.S.As a result,wehave several advantages relative to our competitors,including increased buying power and access tofirst-to-market or limited-edition products.This provides us with competitive differentiati

146、on and theability to generate higher merchandise margins.Our scale has also allowed us to introduce our own proprietary western wear brands,Shyanneand Cody James,which offer high-quality western boots,shirts,jackets and hats for women and men,respectively.We also have an exclusive license agreement

147、with country music star Brad Paisley,whodesigns a collection of boots,apparel and accessories for us,under the brand name Moonshine Spirit,that reflect his lifestyle and personality.In fiscal 2019 we entered into a new partnership with countrymusic artist Miranda Lambert,to develop a lifestyle brand

148、,Idyllwind,inspired by her music and creativetalents,which includes boots,apparel and accessories.In fiscal 2020 we developed two additionalexclusive brands,Hawx and Cody James Work.These brands offer high quality work wear and workboots to our customers.We created these brands to address segments t

149、hat we believe are underserved bythird-party brands.In fiscal 2022 we developed four new exclusive brands,Cleo+Wolf,Brothers&Sons,Rank 45 and Blue Ranchwear.These brands expand our exclusive merchandise assortment to ourcountry customer.We have a dedicated product development team that designs and s

150、ources merchandisefrom suppliers around the world.These product assortments are exclusive to Boot Barn and aremerchandised and marketed as if they were third-party brands.In fiscal 2023,sales from our exclusivebrand products accounted for approximately 34.0%of our consolidated sales.These exclusive

151、brandsdifferentiate us from our competitors and have historically produced higher incremental merchandisemargins than the third-party brands that we carry.Planning and allocationWe believe that we have assembled a talented and experienced team in both the buying andmerchandise planning functions.The

152、 experience of our team is critical to understanding the technicalrequirements of our merchandise based on region and use,such as the appropriate safety toe regulationsfor work boots in a particular industry.The team is constantly managing our replenishment model toensure a high in-stock position by

153、 stock keeping unit,or SKU,on a store-by-store basis.Ourmerchandising team optimizes the product selection,mix and depth across our stores by analyzingdemand on a market-by-market basis,continuously reviewing our sell-through results,communicatingwith our suppliers about local market preferences and

154、 new products,shopping our competitors stores,and immersing themselves in trade and western lifestyle events including rodeos,country musicconcerts and other industry-specific activities.Our merchandising team also makes frequent visits to ourstores and partners with our regional,district and store

155、managers to refine the merchandise assortmentby region.Our team has demonstrated the ability to effectively manage merchandising,pricing andpromotional strategies across our store base.To keep the product assortment fresh,we reposition a small portion of our merchandise on thesales floor every month

156、.To drive traffic to our stores and create in-store energy and excitement,weexecute a promotional calendar that showcases select brands or merchandise categories throughout theyear and rotates on a monthly cadence.Our promotional activity also enables us to consistently engagewith our customers both

157、 online and in-store,as well as through our various marketing media.Our abilityto optimize the price for each merchandise category on a market-by-market basis,helps us to maximizeprofitability while remaining price competitive.Marketing and Advertising2025/2/11 12:05sec.gov/Archives/edgar/data/16102

158、50/000155837023010209/boot-20230401x10k.htmhttps:/www.sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htm19/14610Our marketing strategy is designed to build brand awareness,acquire new customers,enhancecustomer loyalty and drive in-store and online transactions.We customize

159、our marketing mix for each ofour markets and purposes.For2025/2/11 12:05sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htmhttps:/www.sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htm20/146Table of Contentsexample,during store grand openings we eng

160、age in additional local community outreach and advertisein local print media in select markets.We primarily use the following forms of media:Pay-per-clickWe use pay-per-click advertising to reach online shoppers whose behaviorindicates an interest in our products.This marketing medium allows us the

161、opportunity to grow ourbusiness and acquire new customers.Radio and televisionWe purchase spots on both national and regional radio stations to drawcustomers to nearby locations.We also maintain relationships with several country music artists in orderto capitalize on the popularity of country music

162、,using our stores and marketing communications topromote their concerts or album sales.These country music artists occasionally make in-storeappearances,mention us on social media or give private performances.We also purchase both regionaland national television spots to create awareness in new mark

163、ets,grow our brand recognition in existingmarkets and occasionally help support grand openings of new stores.Direct mailWe conduct several direct mail campaigns,and during fiscal 2023,we sent outapproximately 11.8 million mailers,ranging in size from postcards to catalogs of approximately 50pages.E-

164、mailWe e-mail our e-commerce customers and members of our B Rewarded loyaltyprogram as part of our cross-channel effort to drive traffic to our stores and websites.We sent more thanone billion e-mails in fiscal 2023.Social mediaWe also have a marketing strategy that has produced a fast-growing socia

165、lmedia presence,as evidenced by our strong following on Facebook and Instagram.Our posts celebratecountry and western life and humor,and routinely get thousands of likes,hundreds of shares and dozensof comments each.Event sponsorshipWe typically sponsor community-based western events each year withi

166、nthe regional footprint of our store locations.Houston Livestock Show and Rodeo,a well-known 20-daycelebration of western heritage,is one of our most prominent sponsorships and attracts more than twomillion visitors to Houston,Texas,where we operate many stores in the area.We also sponsor the SanAnt

167、onio Stock Show and Rodeo,an 18-day event with more than a million attendees.Other prominentsponsorships include Cheyenne Frontier Days,the largest outdoor rodeo in the U.S.,the ProfessionalRodeo Cowboys Association and related National Finals Rodeo in Las Vegas,Nevada,Professional BullRiders and th

168、e National High School Rodeo Association,which supports rodeos for competitors in highschool and junior high school.At more prominent events,we often set up large pop-up shops whichallow participants to purchase our merchandise.DistributionOur suppliers ship a portion of our in-store merchandise dir

169、ectly to our stores and a portion ofour e-commerce merchandise to our e-commerce customers.The remaining units are either shippedfrom our distribution center located in Fontana,California,or from our distribution center in Wichita,Kansas.Our distribution center in California primarily distributes ou

170、r exclusive brand and volumediscount purchases to our stores,and supplies inventory for sponsored events and new store openings.Our Wichita,Kansas distribution center fulfills our e-commerce orders.In accordance with ourautomated replenishment programs,third-party suppliers typically deliver merchan

171、dise to our storesdaily,ensuring in-stock merchandise availability and a steady flow of new inventory for our customers.CompetitionThe retail industry for western and work wear is highly fragmented and characterized byprimarily regional competitors.We estimate that there are thousands of independent

172、 specialty storesscattered across the country.We believe that we compete primarily with smaller regional chains andindependents on the basis of product quality,brand recognition,price,customer service and the abilityto identify and satisfy consumer demand.In addition,as we expand our e-commerce sale

173、s presence,weare competing to an increasing degree with online retailers and the e-commerce offerings of traditionalcompetitors.We also compete with farm supply stores and,to a lesser degree,mass merchants,some ofwhich are significantly larger than us,but most of which realize only a small percentag

174、e of their total2025/2/11 12:05sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htmhttps:/www.sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htm21/14611revenues from the sale of western and work wear.We have more than three times as many stores as ou

175、rnearest direct competitor that sells primarily western and work wear and we believe that our nationallyrecognized lifestyle brand,economies of2025/2/11 12:05sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htmhttps:/www.sec.gov/Archives/edgar/data/1610250/000155837023010209/

176、boot-20230401x10k.htm22/146Table of Contents12scale,breadth and depth of inventory across a variety of categories,strong in-stock position,portfolio ofauthentic exclusive brands,enhanced supplier partnerships,exclusive offerings and ability to recruit andretain high quality store associates favorabl

177、y differentiate us from our competitors.Information technologyWe have made significant investments to create a scalable information technology platform tosupport growth in our retail and e-commerce sales without further near-term investments in ourinformation technology infrastructure.We use an Ente

178、rprise Resource Planning system(“Aptos Retail”)for integrated point-of-sale,merchandising,planning,sales audit,customer relationship management,inventory control,loss prevention,purchase order management and business intelligence.We operateAptos Retail on a software-as-a-service platform.This approa

179、ch allows us to regularly upgrade to themost recent software release with minimal operational disruption,nominal systems infrastructureinvestment and a relatively small in-house information technology department.Aptos Retail alsointerfaces with our accounting system.We have also invested in an infor

180、mation technology platform for our e-commerce websites,which acts as the foundation for our digital store fronts.Intellectual propertyWe regard our trademarks as having value and as being important to our marketing efforts.Wehave registered our trademarks in the U.S.,including our brand name“Boot Ba

181、rn”and our exclusivebrands.We have a registered trademark for the“Sheplers”and“Country Outfitter”brand names.Wehave foreign trademark protection in China and Hong Kong where we have registered our Boot Barntrademarks.We also own the domain name for , .Our policy is to pursue registration of our trad

182、emarks and to rigorouslydefend their infringement by third parties.Our employeesAs of April 1,2023,we employed approximately 2,700 full-time and 6,100 part-timeemployees,of which approximately 1,000 were employed at our Store Support Center and distributioncenters and approximately 7,800 were employ

183、ed at our stores.The number of employees,especiallypart-time employees,fluctuates depending upon our seasonal needs.None of our employees arerepresented by a labor union and we consider our relationship with our employees to be good.We havenever experienced a strike or significant work stoppage.Regu

184、lation and legislationWe are subject to labor and employment laws,laws governing truth-in-advertising,privacylaws,safety regulations and other laws at the federal,state and local level,including consumerprotection regulations,such as the Consumer Product Safety Improvement Act of 2008,that regulater

185、etailers and govern the promotion and sale of merchandise and the operation of stores and distributioncenters.We monitor changes in these laws and believe that we are in material compliance with allapplicable laws.We source many of our exclusive brand products from outside the U.S.The U.S.ForeignCor

186、rupt Practices Act and other similar anti-bribery and anti-kickback laws and regulations generallyprohibit companies and their intermediaries from making improper payments to non-U.S.officials forthe purpose of obtaining or retaining business.Our policies and our supplier compliance agreementsmandat

187、e compliance with applicable law,including these laws and regulations.2025/2/11 12:05sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htmhttps:/www.sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htm23/146Table of Contents13Available InformationOur in

188、ternet address is and the investor relations section of our website islocated at ,where we make available,free of charge,our annual reports on Form10-K,quarterly reports on Form 10-Q and current reports on Form 8-K and amendments to those reportsfiled or furnished pursuant to Section 13(a)or 15(d)of

189、 the Securities Exchange Act of 1934,as well asproxy statements,as soon as reasonably practicable after we electronically file such material with,orfurnish it to,the Securities and Exchange Commission(the“SEC”).Information on our website shouldnot be considered part of this Annual Report on Form 10-

190、K unless specifically incorporated by referenceherein.Cautionary Note Regarding Forward-Looking StatementsThis annual report contains forward-looking statements that are subject to risks anduncertainties.All statements other than statements of historical or current fact included in this annualreport

191、 are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933,as amended,and Section 21E of the Securities Exchange Act of 1934,as amended(the“ExchangeAct”).Forward-looking statements refer to our current expectations and projections relating to,by wayof example and

192、 without limitation,our financial condition,liquidity,profitability,results of operations,margins,plans,objectives,strategies,future performance,business and industry.You can identifyforward-looking statements by the fact that they do not relate strictly to historical or current facts.Thesestatement

193、s may include words such as“anticipate”,“estimate”,“expect”,“project”,“plan”,“intend”,“believe”,“may”,“might”,“will”,“could”,“should”,“can have”,“likely”and other words and terms ofsimilar meaning in connection with any discussion of the timing or nature of future operating orfinancial performance o

194、r other events,but not all forward-looking statements contain these identifyingwords.For example,all statements we make relating to our estimated and projected earnings,revenues,costs,expenditures,cash flows,growth rates and financial results,our plans and objectives for futureoperations,growth or i

195、nitiatives,strategies or the expected outcome or impact of pending or threatenedlitigation are forward-looking statements.Factors that might cause or contribute to such a discrepancyinclude,but are not limited to,the factors set forth in Item 1A.Risk Factors “Summary of RiskFactors”below.We derive m

196、any of our forward-looking statements from our current operating budgets andforecasts,which are based upon detailed assumptions.While we believe that our assumptions arereasonable,we caution that it is very difficult to predict the impact of known factors,and it is impossiblefor us to anticipate all

197、 factors that could affect our actual results.For these reasons,we caution readersnot to place undue reliance on these forward-looking statements.See“Risk Factors”for a more complete discussion of the risks and uncertainties mentionedabove and for a discussion of other risks and uncertainties.It is

198、not possible for our management topredict all risks,nor can we assess the impact of all factors on our business or the extent to which anyfactor,or combination of factors,may cause actual results to differ materially from those contained inany forward-looking statements we may make.All forward-looki

199、ng statements attributable to us areexpressly qualified in their entirety by these cautionary statements as well as others made in this annualreport and in our other SEC filings and public communications.You should evaluate all forward-lookingstatements made by us in the context of these risks and u

200、ncertainties.We caution you that the risks and uncertainties identified by us may not be all of the factorsthat are important to you.Furthermore,the forward-looking statements included in this annual report aremade only as of the date hereof.Our forward-looking statements do not reflect the potentia

201、l impact ofany future acquisitions,mergers,dispositions,joint ventures or investments that we may make.Weundertake no obligation to publicly update or revise any forward-looking statement as a result of newinformation,future events or otherwise,except as otherwise required by law.2025/2/11 12:05sec.

202、gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htmhttps:/www.sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htm24/146Table of ContentsItem 1A.Risk FactorsSummary of Risk FactorsBelow is a summary of the principal factors that make an investment in our

203、common stock speculativeor risky.This summary does not address all of the risks that we face.Additional discussion of the riskssummarized in this risk factor summary,and other risks that we face,can be found below under theheading“Risk Factors”and should be carefully considered,together with other i

204、nformation in thisForm 10-K and our other filings with the SEC.Risks Related to our BusinessOur sales could be severely impacted by decreases in consumer spending due to declinesin consumer confidence,local economic conditions in our markets or changes in consumerpreferences.Our business largely dep

205、ends on a strong brand image,and if we are unable to maintainand enhance our brand image,particularly in markets where we have newly acquiredstores and in new markets where we have limited brand recognition,we may be unable toincrease or maintain our level of sales.Most of our merchandise is produce

206、d in foreign countries,making the price andavailability of our merchandise susceptible to international trade risks and otherinternational conditions,including supply chain disruptions and geopolitical conditionssuch as the ongoing conflict between Russia and Ukraine.We face intense competition in o

207、ur industry and we may be unable to compete effectively.Our failure to adapt to new challenges that arise when expanding into new geographicmarkets could adversely affect our ability to profitably operate those stores and maintainour brand image.Our continued growth depends upon successfully opening

208、 new stores as well asintegrating any acquired stores,and our failure to successfully open new stores orintegrate acquired stores could negatively affect our business and stock price.Any significant change in our distribution model could initially have an adverse impact onour cash flows and results

209、of operations.As we expand our business,we may be unable to generate significant amounts of cashfrom operations.If we fail to maintain good relationships with our suppliers or if our suppliers are unableor unwilling to provide us with sufficient quantities of merchandise at acceptable prices,our bus

210、iness and operations may be adversely affected.Our efforts to improve and expand our exclusive product offerings may be unsuccessful,and implementing these efforts may divert our operational,managerial,financial andadministrative resources,which could harm our competitive position and reduce ourreve

211、nue and profitability.A rise in the cost of fabric,raw materials,labor or transportation due to inflation orotherwise could increase our cost of merchandise and cause our results of operations andmargins to decline.We purchase merchandise based on sales projections and our purchase of too much or to

212、olittle inventory may adversely affect our overall profitability.We are subject to payment-related risks that could increase our operating costs,expose usto fraud or theft,subject us to potential liability and potentially disrupt our business.If our management information systems fail to operate or

213、are unable to support ourgrowth,our operations could be disrupted.We rely on UPS and the United States Postal Service to deliver our e-commercemerchandise to our customers and our business could be negatively impacted bydisruptions in the operations of these third-party service providers.Higher wage

214、 and benefit costs could adversely affect our business.If we cannot attract,train and retain qualified employees,our business could be adverselyaffected.If we lose key management personnel,our operations could be negatively impacted.The COVID-19 pandemic or a resurgence may adversely affect our busi

215、ness operations,growth strategies,store traffic,employee availability,financial condition,liquidity andcash flow for an extended period of time.The concentration of our stores and operations in certain geographic locations subjects usto regional economic conditions and natural disasters that could a

216、dversely affect ourbusiness.We could be required to collect additional sales taxes or be subject to other tax liabilitiesthat may increase the costs our customers would have to pay for our products and2025/2/11 12:05sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htmhttps:/w

217、ww.sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htm25/14614adversely affect our operating results.The adoption of new tax legislation could affect our financial performance.2025/2/11 12:05sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htmhttps:/w

218、ww.sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htm26/146Table of ContentsWe are required to make significant lease payments for our stores,Store Support Centerand distribution centers,which may strain our cash flow.We may be unable to maintain same store sales or net sal

219、es per square foot,which maycause our results of operations to decline.Any inability to balance our exclusive brand merchandise with the third-party brandedmerchandise that we sell may have an adverse effect on our net sales and gross profit.If our suppliers and manufacturers fail to use acceptable

220、labor or other practices,ourreputation may be harmed,which could negatively impact our business.Our leverage may reduce our cash flow available to grow our business.The debt outstanding under the Wells Fargo Revolver has a variable rate of interest that isbased on the secured overnight financing rat

221、e(“SOFR”)which may have consequencesfor us that cannot be reasonably predicted and may increase our cost of borrowing in thefuture.The Wells Fargo Revolver contains restrictions and limitations that could significantlyimpact our ability to operate our business.New accounting guidance or changes in t

222、he interpretation or application of existingaccounting guidance could adversely affect our financial performance.Use of social media may adversely impact our reputation or subject us to fines or otherpenalties.Our e-commerce businesses subject us to numerous risks that could have an adverse effecton

223、 our results of operations.Our sales can significantly fluctuate based upon shopping seasons,which may cause ourresults of operations to fluctuate disproportionately on a quarterly basis.We buy and stock merchandise based upon seasonal weather patterns and thereforeunseasonable or extreme weather co

224、uld negatively impact our sales,financial conditionand results of operations.Litigation costs and the outcome of litigation could have a material adverse effect on ourbusiness.Our management information systems and databases could be disrupted by systemsecurity failures,cyber threats or by the failu

225、re of,or lack of access to,our EnterpriseResource Planning system.These disruptions could negatively impact our sales,increaseour expenses,subject us to liability and/or harm our reputation.Our failure to maintain adequate internal controls over our financial and managementsystems may cause errors i

226、n our financial reporting.These errors may cause a loss ofinvestor confidence and result in a decline in the price of our common stock.If we fail to obtain and retain high-visibility sponsorship or endorsement arrangementswith celebrities,or if the reputation of any of the celebrities that we partne

227、r with isimpaired,our business may suffer.We may be subject to liability if we,or our suppliers,infringe upon the intellectualproperty rights of third parties.If we are unable to protect our intellectual property rights,our financial results may benegatively impacted.Union attempts to organize our e

228、mployees could negatively affect our business.Issues with merchandise safety could damage our reputation,sales and financial results.Violations of or changes in laws,including employment laws and laws related to ourmerchandise,could make conducting our business more expensive or change the way wedo

229、business.We may engage in strategic transactions that could negatively impact our liquidity,increase our expenses and present significant distractions to our management.Terrorism or civil unrest could negatively affect our business.If our goodwill,intangible assets or long-lived assets become impair

230、ed,we may berequired to record a significant charge to earnings.Risks Related To Ownership of Our Common StockThe market price and trading volume of our common stock have been and may continue tobe volatile,which could result in rapid and substantial losses for our stockholders,whomay lose all or pa

231、rt of their investment.Anti-takeover provisions in our corporate organizational documents and current creditfacility and under Delaware law may delay,deter or prevent a takeover of us and thereplacement or removal of our management,even if such a change of control wouldbenefit our stockholders.If se

232、curities or industry analysts do not publish research and reports or publish inaccurateor unfavorable research and reports about our business,the price and trading volume ofour common stock could decline.2025/2/11 12:05sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htmhttps

233、:/www.sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htm27/14615We do not currently intend to pay cash dividends on our common stock,which may makeour common stock less desirable to investors and decrease its value.2025/2/11 12:05sec.gov/Archives/edgar/data/1610250/00015583

234、7023010209/boot-20230401x10k.htmhttps:/www.sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htm28/146Table of ContentsRisk FactorsYou should carefully consider the risks and uncertainties described below,together with all ofthe other information in this annual report,includin

235、g our consolidated financial statements,and relatednotes included elsewhere in this annual report.If any of the following risks were realized,our business,financial condition,results of operations and prospects could be materially and adversely affected.Inthat event,the price of our common stock cou

236、ld decline,and you could lose part or all of yourinvestment.Risks Related to Our BusinessOur sales could be severely impacted by decreases in consumer spending due to declines in consumerconfidence,local economic conditions in our markets or changes in consumer preferences.We depend upon consumers f

237、eeling confident about spending discretionary income on ourproducts to drive our sales.Consumer spending may be adversely impacted by economic conditions,such as consumer confidence in future economic conditions,interest and tax rates,inflation(which hasoccurred over the past twelve months and is co

238、ntinuing),employment levels,salary and wage levels,theavailability of consumer credit,the level of housing,energy and food costs,general business conditionsand other challenges affecting the global economy including the COVID-19 pandemic.These risks maybe exacerbated for retailers like us who focus

239、on specialty footwear,apparel and accessories.Ourfinancial performance is particularly susceptible to economic and other conditions in California,Texasand other states where we have a significant number of stores.Many of our stores operate in geographicareas where the local economies depend to a sig

240、nificant degree on oil and other commodity extraction,and many of our customers are employed in these industries.Our financial performance is accordinglysusceptible to economic and other conditions relating to output and employment in these areas.Ourfinancial performance also is impacted by conditio

241、ns in the construction sector,domestic manufacturingand the transportation and warehouse sectors,the growth of which we believe is an important driver ofour work wear business.In addition,our financial performance may be negatively affected if thepopularity of the western and country lifestyle subsi

242、des,or if there is a general trend in consumerpreferences away from boots and other western or country products in favor of another general categoryof footwear or attire.If this were to occur or if periods of decreased consumer spending persist,our salescould decrease,which could have a material adv

243、erse effect on our business,financial condition,resultsof operations and prospects.In addition,difficult economic conditions may exacerbate some of the otherrisks described in this Item 1A.Risk Factors,including those risks associated with increasedcompetition,decreases in store traffic,brand reputa

244、tion,the interruption of the production and flow ofmerchandise,the ability to achieve our growth strategies,and the ability to improve and expand ourexclusive product offering.These risks could be exacerbated individually or collectively.Our business largely depends on a strong brand image,and if we

245、 are unable to maintain andenhance our brand image,particularly in markets where we have newly acquired stores and in newmarkets where we have limited brand recognition,we may be unable to increase or maintain our levelof sales.We believe that our brand image and brand awareness have contributed sig

246、nificantly to thesuccess of our business.We also believe that maintaining and enhancing our brand image,particularly inmarkets where we have newly acquired stores and in new markets where we have limited brandrecognition,is important to maintaining and expanding our customer base.Our ability to succ

247、essfullyintegrate newly acquired and newly opened stores into their surrounding communities,to expand intonew markets or to maintain the strength and distinctiveness of our brand image in our existing marketswill be adversely impacted if we fail to connect with our target customers.Our efforts to re

248、brand newlyacquired stores could result in reduced sales and profitability of such stores.Maintaining and enhancingour brand image may require us to make substantial investments in areas such as merchandising,marketing,store operations,community relations,store graphics and employee training,which c

249、ouldadversely affect our cash flow and which may ultimately be unsuccessful.Furthermore,our brand imagecould be jeopardized if we fail to maintain high standards for merchandise quality,if we fail to complywith local laws and regulations or if we experience negative publicity or other negative event

250、s thataffect our image and reputation.Some of these risks may be beyond our ability to control,such as theeffects of negative publicity regarding our suppliers.Failure to successfully market and maintain our2025/2/11 12:05sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htmht

251、tps:/www.sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htm29/14616brand image in new and existing markets could harm our business,results of operations and financialcondition.2025/2/11 12:05sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htmhttps:/

252、www.sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htm30/146Table of ContentsMost of our merchandise is produced in foreign countries,making the price and availability of ourmerchandise susceptible to international trade risks and other international conditions,includingsup

253、ply chain disruptions or geopolitical conditions including the ongoing conflict between Russiaand the Ukraine.The majority of our exclusive brand products are manufactured in foreign countries,includingMexico and China.In addition,we purchase most of our third-party branded merchandise fromdomestic

254、suppliers that have a large portion of their merchandise made in foreign countries.The countries,specifically Mexico and China,in which our merchandise currently ismanufactured or may be manufactured in the future could become subject to trade restrictions imposedby the U.S.,including increased tari

255、ffs or quotas,embargoes and customs restrictions,which couldincrease the cost or reduce the supply of products available to us and have a material adverse effect onour business,financial condition and results of operations.Any tariffs on imports from foreigncountries,as well as changes in tax and tr

256、ade policies such as a border adjustment tax or disallowance ofcertain tax deductions for imported merchandise could materially increase our manufacturing costs,thecosts of our imported merchandise or our income tax expense,which would have a material adverseeffect on our financial condition and res

257、ults of operations.Any tariffs by China or other foreigncountries on imports of our products could also adversely affect our international e-commerce sales.Any increase in our manufacturing costs,the cost of our merchandise or limitation on the amount ofmerchandise we are able to purchase,or any dec

258、rease in our international e-commerce sales,could havea material adverse effect on our financial condition and results of operations.Additionally,public health issues affecting China,Mexico or another foreign country fromwhich a large portion of our third-party and exclusive brand merchandise is pur

259、chased and imported,may result in the temporary closure of our suppliers facilities or shipping ports,resulting in productdelivery delays.These travel restrictions,factory closures and production and logistical constraints mayresult in,among other things,delayed shipments and increased shipping cost

260、s.These impacts on oursupply chain could have a material adverse effect on our financial condition and results of operations.Furthermore,in response to the ongoing conflict between Russia and Ukraine,the UnitedStates has imposed and may further impose,and other countries may additionally impose,broa

261、dsanctions or other restrictive actions against governmental and other entities in Russia or otherassociated countries.While the existing sanctions do not materially impact our business or operations,additional sanctions may be imposed in the future that could impact our supply chain.Additionally,fu

262、rther escalation of geopolitical tensions could have a broader impact that extends into other marketswhere we do business.These impacts could have a material adverse effect on our financial conditionand results of operations.We face intense competition in our industry and we may be unable to compete

263、 effectively.The retail industry for western and work wear is highly fragmented and characterized byprimarily regional competitors.We estimate that there are thousands of independent specialty storesscattered across the country.We believe that we compete primarily with smaller regional chains andind

264、ependent stores on the basis of product quality,brand recognition,price,customer service and theability to identify and satisfy consumer demand.In addition,as we expand our e-commerce salespresence and as a result of consumers growing desire to shop online,we are competing to an increasingdegree wit

265、h online retailers and the e-commerce offerings of traditional competitors.There can be noassurance that our e-commerce expansion initiatives will be successful.We also compete with farmsupply stores and mass merchants.Competition with some or all of these retailers could require us tolower our pric

266、es or risk losing customers.In addition,significant or unusual promotional activities byour competitors may force us to respond in-kind and adversely impact our operating cash flow and grossprofit.As a result of these factors,current and future competition could have a material adverse effect onour

267、financial condition and results of operations.Many of the mass merchants and online retailers that sell some western or work wear productshave greater financial,marketing and other resources than we currently do,and in the case of onlineretailers,lower overhead and overall cost structure.Therefore,t

268、hese competitors may be able to devotegreater resources to the marketing and sale of these products,generate national brand recognition or2025/2/11 12:05sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htmhttps:/www.sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-

269、20230401x10k.htm31/14617adopt more aggressive pricing policies than we can,which would put us at a competitive disadvantage ifthey decide to expand their offerings of these product lines.Moreover,we do not2025/2/11 12:05sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htmhttp

270、s:/www.sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htm32/146Table of Contents18possess exclusive rights to many of the elements that comprise our in-store experience and productofferings.Our competitors may seek to emulate facets of our business strategy,including our in

271、-storeexperience,which could result in a reduction of some competitive advantages or special appeal that wemight possess.In addition,most of our suppliers sell products to us on a non-exclusive basis.As aresult,our current and future competitors may be able to duplicate or improve on some or all of

272、theproduct offerings that we believe are important in differentiating our stores,our e-commerce offeringsand our customers shopping experience.If our competitors were to duplicate or improve on some or allof our in-store experience,or our in-store and e-commerce product offerings,our competitive pos

273、itionand our business could suffer.Our failure to adapt to new challenges that arise when expanding into new geographic markets couldadversely affect our ability to profitably operate those stores and maintain our brand image.Our expansion into new geographic markets could result in competitive,merc

274、handising,distribution and other challenges that are different from those we encounter in the geographic markets inwhich we currently operate.In addition,to the extent that our store count increases,we may face risksassociated with market saturation of our product offerings and locations.Our supplie

275、rs may also restricttheir sales to us in new markets to the extent they are already saturating that market with their productsthrough other retailers or their own stores.There can be no assurance that any newly opened stores willbe received as well as,or achieve net sales or profitability levels com

276、parable to those of,our existingstores in the time periods estimated by us,or at all.If our stores fail to achieve,or are unable to sustain,acceptable net sales and profitability levels,our business may be materially harmed,we may incursignificant costs associated with closing those stores and our b

277、rand image may be negatively impacted.Our continued growth depends upon successfully opening new stores as well as integrating anyacquired stores,and our failure to successfully open new stores or integrate acquired stores couldnegatively affect our business and stock price.We have grown our store c

278、ount rapidly in recent years,both organically and through strategicacquisitions of competing chains.Our ability to successfully open and operate new and acquired storesis subject to a variety of risks and uncertainties,such as:identifying suitable store locations,the availability of which is beyond

279、our control;obtaining acceptable lease terms;sourcing sufficient levels of inventory;selecting the appropriate merchandise to appeal to our customers;hiring,training and retaining store employees;assimilating new store employees into our corporate culture;marketing the new stores locations and produ

280、ct offerings effectively;avoiding construction delays and cost overruns in connection with the build out ofnew stores;avoiding other costs in opening new stores,such as rebranding acquired locations andenvironmental liabilities;managing and expanding our infrastructure to accommodate growth;andinteg

281、rating the new and acquired stores with our existing buying,distribution andother support operations.2025/2/11 12:05sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htmhttps:/www.sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htm33/1462025/2/11 12:05

282、sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htmhttps:/www.sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htm34/146Table of ContentsOur failure to successfully address these challenges could have a material adverse effect on ourfinancial conditio

283、n and results of operations.We opened 45 stores in fiscal 2023,28 stores in fiscal2022,and 15 stores in fiscal 2021.We plan to continue to open or acquire new stores in the comingyears;however,there can be no assurance that we will open or acquire new stores in fiscal 2024 orthereafter,or that any s

284、uch stores will be profitable.The expansion of our store base will place increaseddemands on our operational,managerial and administrative resources.These increased demands couldcause us to operate our existing business less effectively,which in turn could cause the financialperformance of our exist

285、ing stores to deteriorate.In addition,we plan to open some new stores withinexisting markets.Some of these new stores may open close enough to our existing stores that a segmentof customers will stop shopping at our existing stores and instead shop at the new stores,causing salesand profitability at

286、 those existing stores to decline.If this were to occur with a number of our stores,thiscould have a material adverse effect on our financial condition and results of operations.In addition to opening new stores,we may acquire and rebrand stores.Acquiring andintegrating stores involves additional ri

287、sks that could adversely affect our growth and results ofoperations.Newly acquired stores may be unprofitable and we may incur significant costs and expensesin connection with any acquisition including systems integration and costs relating to remerchandisingand rebranding the acquired stores.Integr

288、ating newly acquired chains or individual stores may divertour senior managements attention from our core business.Our ability to integrate newly acquired storeswill depend on the successful expansion of our existing financial controls,distribution model,information systems,management and human reso

289、urces and on attracting,training and retainingqualified employees.Any significant change in our distribution model could initially have an adverse impact on our cashflows and results of operations.Our suppliers ship a portion of our in-store merchandise directly to our stores and a portion ofour e-c

290、ommerce merchandise to our e-commerce customers.In the future,as part of our long-termstrategic planning,we may change our distribution model to increase the amount of merchandise that weself-distribute through a centralized distribution center or centers.Changing our distribution model toincrease d

291、istributions from a centralized distribution center or centers to our stores and customers wouldinitially involve significant capital expenditures,which would increase our borrowings and interestexpense or temporarily reduce the rate at which we open new stores.In addition,if we are unable tosuccess

292、fully integrate a new distribution model into our operations in a timely manner,our supply chaincould experience significant disruptions,which could reduce our sales and adversely impact our resultsof operations.As we expand our business,we may be unable to generate significant amounts of cash fromo

293、perations.As we expand our business,we will need significant amounts of cash from operations to payour existing and future lease obligations,build out new store space,purchase inventory,pay personnel,and,if necessary,further invest in our infrastructure and facilities.We primarily rely on cash flowg

294、enerated from existing stores and our e-commerce businesses to fund our current operations and ourgrowth.It typically takes several months and a significant amount of cash to open a new store.Forexample,our new store model requires an average net cash investment of approximately$1.4 million.Ifwe con

295、tinue to open a large number of stores relatively close in time,the cost of these store openingsand the cost of continuing operations could reduce our cash position.An increase in our net cashoutflow for new stores could adversely affect our operations by reducing the amount of cash available toaddr

296、ess other aspects of our business.We cannot assure you that any new stores that we open will become profitable in theanticipated time frame,or at all.We cannot assure you that our existing stores,which may be currentlyprofitable,will not cease to be profitable in the future.If our business does not

297、generate sufficient cash flow from operations to fund these activities,and sufficient funds are not otherwise available from our current credit facility or future credit facilities,we may need additional equity or debt financing.If such financing is not available to us on satisfactoryterms,our abili

298、ty to operate and expand our business or to respond to competitive pressures would belimited and we could be required to delay,curtail or eliminate planned store openings.Moreover,if we2025/2/11 12:05sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htmhttps:/www.sec.gov/Archi

299、ves/edgar/data/1610250/000155837023010209/boot-20230401x10k.htm35/14619raise additional capital by issuing equity securities or securities convertible into equity securities,yourownership may be diluted.Any debt financing we may incur may impose covenants that restrict ouroperations,and will require

300、 interest payments that would create additional cash demands and financialrisk for us.2025/2/11 12:05sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htmhttps:/www.sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htm36/146Table of ContentsIf we fail to

301、 maintain good relationships with our suppliers or if our suppliers are unable orunwilling to provide us with sufficient quantities of merchandise at acceptable prices,our businessand operations may be adversely affected.Our business is largely dependent on continued good relationships with our supp

302、liers,includingsuppliers for our third-party branded products and manufacturers for our exclusive brand products.During fiscal 2023,merchandise purchased from our top three suppliers accounted for approximately24%of our consolidated sales.We operate on a purchase order basis for our exclusive brand

303、and third-party branded merchandise and do not have long-term written agreements with our suppliers.Accordingly,our suppliers can refuse to sell us merchandise,limit the type or quantity of merchandisethat they sell to us,enter into exclusivity arrangements with our competitors or raise prices at an

304、y time,which could have an adverse impact on our business.Deterioration in our relationships with oursuppliers could have a material adverse impact on our business,and there can be no assurance that wewill be able to acquire desired merchandise in sufficient quantities on terms acceptable to us in t

305、hefuture.Also,some of our suppliers sell products directly from their own retail stores or e-commercewebsites,and therefore directly compete with us.These suppliers may decide at some point in the futureto discontinue supplying their merchandise to us,supply us less desirable merchandise or raise pr

306、ices onthe products they do sell us,including as a result of inflationary impacts(which has been experiencedover the last twelve months and is continuing).If we lose key suppliers and are unable to findalternative suppliers to provide us with substitute merchandise for lost products,our business may

307、 beadversely affected.Our efforts to improve and expand our exclusive product offerings may be unsuccessful,andimplementing these efforts may divert our operational,managerial,financial and administrativeresources,which could harm our competitive position and reduce our revenue and profitability.We

308、seek to grow our business by improving and expanding our exclusive product offerings,which includes introducing new brands and growing and expanding our existing brands.The principalrisks to our ability to successfully improve and expand our product offering are that:introduction of new products may

309、 be delayed,which may allow our competitors tointroduce similar products in a more timely fashion,which could hinder our ability to beviewed as the exclusive provider of certain western and work apparel brands and items;the third-party suppliers of our exclusive product offerings may not maintain ad

310、equatecontrols with respect to product specifications and quality,which may lead to costlycorrective action and damage to our brand image;if our expanded exclusive product offerings fail to maintain and enhance our distinctivebrand identity,our brand image may be diminished and our sales may decreas

311、e;andthese efforts may divert our managements attention from other aspects of our businessand place a strain on our operational,managerial,financial and administrative resources,as well as our information systems.In addition,our ability to successfully improve and expand our exclusive product offeri

312、ngsmay be affected by economic and competitive conditions,changes in consumer spending patterns andchanges in consumer preferences.These efforts could be abandoned,cost more than anticipated anddivert resources from other areas of our business,any of which could impact our competitive positionand re

313、duce our revenue and profitability.A rise in the cost of fabric,raw materials,labor or transportation due to inflation or otherwise couldincrease our cost of merchandise and cause our results of operations and margins to decline.Increases in the price,and fluctuations in the availability and quality

314、 of fabrics and rawmaterials,such as cotton and leather,that our suppliers use to manufacture our products,as well as thecost of labor and transportation,due to inflation or otherwise,could have adverse impacts on our cost ofmerchandise and our ability to meet our customers demands.In particular,bec

315、ause key components ofour products are cotton and leather,any increases in the cost of cotton or leather may significantly affect2025/2/11 12:05sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htmhttps:/www.sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x

316、10k.htm37/14620the cost of our products and could have an adverse impact on our cost of merchandise.Inflation,whichhas been experienced over the last twelve months and is continuing,may cause or2025/2/11 12:05sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htmhttps:/www.sec.

317、gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htm38/146Table of Contents21exacerbate these impacts.Additionally,due to competitive labor conditions,we have experiencedincreases in the cost of labor,which may continue into the future.We may be unable to pass all or any ofthese

318、higher costs on to our customers,which could have a material adverse effect on our profitability.We purchase merchandise based on sales projections and our purchase of too much or too littleinventory may adversely affect our overall profitability.We must actively manage our purchase of inventory.We

319、generally order our seasonal andexclusive brand merchandise several months in advance of it being received and offered for sale.If thereis a significant decrease in demand for these products,or if we fail to accurately predict consumerdemand,including by disproportionately increasing the penetration

320、 of our exclusive brand merchandise,we may be forced to rely on markdowns or promotional sales to dispose of excess inventory.This couldhave an adverse effect on our margins and operating income.Conversely,if we fail to purchase asufficient quantity of merchandise,we may not have an adequate supply

321、of products to meet consumerdemand,thereby causing us to lose sales or adversely affecting our customer relationships.Any failureon our part to anticipate,identify and respond effectively to changing consumer demand and consumershopping preferences could adversely affect our results of operations.We

322、 are subject to payment-related risks that could increase our operating costs,expose us to fraud ortheft,subject us to potential liability and potentially disrupt our business.We accept payments using a variety of methods,including cash,checks,credit and debit cards,including our private-label credi

323、t card and third-party credit and debit cards,gift cards,and pay-over-time and we may offer new payment options over time.Acceptance of these payment methods subjectsus to rules,regulations,contractual obligations and compliance requirements,including paymentnetwork rules and operating guidelines,da

324、ta security standards and certification requirements,and rulesgoverning electronic funds transfers.These requirements may change over time or be reinterpreted,making compliance more difficult or costly.For certain payment methods,including credit and debit cards,we pay interchange and otherfees,whic

325、h may increase over time and raise our operating costs.We rely on third parties to providepayment processing services,including the processing of credit cards,debit cards,and other forms ofelectronic payment.If these companies become unable to provide these services to us,or if their systemsare comp

326、romised,it could potentially disrupt our business.The payment methods that we offer alsosubject us to potential fraud and theft by criminals,who are becoming increasingly more sophisticated,seeking to obtain unauthorized access to or exploit weaknesses that may exist in the payment systems.Ifwe fail

327、 to comply with applicable rules or requirements for the payment methods we accept,or ifpayment-related data is compromised due to a breach or misuse of data,we may be liable for costsincurred by payment card issuing banks and other third parties or subject to fines and higher transactionfees,or our

328、 ability to accept or facilitate certain types of payments may be impaired.In addition,ourcustomers could lose confidence in certain payment types,which may result in a shift to other paymenttypes or potential changes to our payment systems that may result in higher costs.As a result,ourbusiness and

329、 results of operations could be adversely affected.If our management information systems fail to operate or are unable to support our growth,ouroperations could be disrupted.We rely upon our management information systems in almost every aspect of our dailybusiness operations.For example,our managem

330、ent information systems serve an integral part inenabling us to order merchandise,process merchandise at our distribution centers and retail stores,perform and track sales transactions,manage personnel,pay suppliers and employees,operate our e-commerce businesses and report financial and accounting

331、information to management.In addition,werely on our management information systems to enable us to leverage our costs as we grow.If ourmanagement information systems fail to operate or are unable to support our growth,our storeoperations and e-commerce businesses could be severely disrupted,and we c

332、ould be required to makesignificant additional expenditures to remediate any such failure.2025/2/11 12:05sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htmhttps:/www.sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htm39/1462025/2/11 12:05sec.gov/Arc

333、hives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htmhttps:/www.sec.gov/Archives/edgar/data/1610250/000155837023010209/boot-20230401x10k.htm40/146Table of Contents22We rely on UPS and the United States Postal Service to deliver our e-commerce merchandise to ourcustomers and our business could be negatively impacted by disruptions in the operations of thesethird-party service prov