1、Dear Shareholders,When I reflect on fiscal 2022,I couldnt be more proud of what the Boot Barn team was able to accomplish.Despite industry-wide supply chain and labor challenges,we exceeded our expectations across the board and delivered record results by many metrics.Consolidated same-store sales i
2、ncreased a staggering 54%,cycling a positive 3%comp in fiscal 2021 and 5%growth in the year prior.Our sales growth throughout the year was consistently strong,driving our business far beyond the$1 billion mark for the first time to$1.5 billion.Remarkably,all 52 weeks of fiscal 2022 grew in excess of
3、 55%on a two year basis,demonstrating the consistency of our outperformance.Merchandise margin increased 270 basis points compared to the prior year,fueled primarily by greater full price selling and growth in our exclusive brand penetration.The combination of top line strength,merchandise margin gr
4、owth and expense leverage led to a more than tripling of our earnings per share to$6.33 and an EBIT margin rate of 17.4%.This remarkable success despite an exceptionally challenging economic environment required an enormous amount of dedication,focus and resilience across our organization.The collec
5、tive efforts of our team led to one of the best,if not the best year Ive seen in my entire retail career.Along with the outstanding team performance,I believe the underlying strength in the business is a result of relentless execution across each of our four strategic initiatives,including:1.Driving
6、 same-store sales growth Year-over-year same-store sales growth of 54%in fiscal 2022 was a clear acceleration over previous periods and grew stronger each quarter of the year.Sales growth was also broad-based,with growth across all major merchandise categories and geographic regions.And while we rig
7、htfully focus on the metrics that describe how much merchandise Boot Barn sold,in a year punctuated by global supply chain and labor issues,I think its important to note just how successful our operational team was at ensuring we had the inventory and staffing levels to meet growing demand.The team
8、did an excellent job meeting a heavy flow of merchandise and a much larger employee base while also supporting the opening of 28 new stores across the country.We feel we are well positioned from both a sales momentum and an operational perspective as we move into fiscal 2023.2.Strengthening our omni
9、-channel leadership E-commerce sales grew 38.7%over fiscal 2021,continuing our momentum gained through the pandemic era.While we are extremely pleased with the top line growth in sales,we are even more encouraged by the outsized growth in earnings we saw in the e-commerce channel.We believe many of
10、the omni-channel initiatives we put in place over the last few years have contributed significantly to the increased profitability we continue to see in our online business and have allowed for a more seamless experience for our in-store customers.Over the last several years,we have upgraded the dig
11、ital experience in the store with the addition of multiple omni-channel services that have been very well received.The implementation of our endless aisle or WHIP capability has enabled us to enhance the in-store shopping experience and to convert potentially lost store sales while also streamlining
12、 the operational aspects of the store.Additionally,we enhanced our ability to sell in-store inventory to our online customers this year.Now e-commerce orders can be fulfilled by either our distribution center or any one of our stores.This has had a host of positive impacts,including incremental excl
13、usive brand penetration online,mitigation of markdown risk at the individual store level,and a better customer experience as we more quickly and efficiently fulfill orders.We believe our focus on an integrated omnichannel experience that synergizes the strengths of e-commerce and a national footprin
14、t of store locations has set us apart and given us another competitive advantage.The outsized growth in our exclusive brand portfolio continues to accelerate,representing 28.3%of total sales in fiscal 2022;an improvement of 470 basis points over the prior year.Our portfolio now consists of ten brand
15、s,including four new brands introduced in the fourth quarter of fiscal 2022.Customer receptivity has been exceptional,and we look forward to driving continued demand with our new brands in the upcoming year.Our excusive brands also provided us with an additional benefit this year as the industry fac
16、ed supply chain challenges.They allowed us to deliver a strong in-stock position that outperformed many of our peers,which set us up well for increased customer satisfaction,market share growth opportunities and higher overall margins.4.Expanding our store base Adding new stores in attractive market
17、s has been an important driver of growth in sales and market share for Boot Barn,and will continue to be so as we look to fiscal 2023.During this past year we added 28 new Boot Barn stores,bringing our total count to 300 locations across 38 states.We continue to be very pleased with the performance
18、of our new stores.New stores opened in both existing and new markets are consistently outperforming their proforma sales and expected payback period.Not only are we seeing these stores far outpace our original sales plans,but we are also seeing a synergistic relationship with our e-commerce business
19、 in those markets as well.We are excited about our new store openings in fiscal 2023 with expansion into the states of New York,New Jersey,West Virginia and Maryland.Fiscal 2022 was an incredible year by every measure,made more impressive by the headwinds we overcame to deliver record results.We con
20、tinued to grow the Companys footprint across the U.S.,further extend our brand reach,enhance our marketing and omni-channel initiatives,and drive same store sales growth.During the last couple years,we have worked to expand our customer reach to a more casual country lifestyle customer in addition t
21、o our core western and work customers,and as a result,we believe our total addressable market has increased from$20 billion to$40 billion.The expansion into this country lifestyle segment has further increased the opportunity for Boot Barn to grow its national footprint,and we are confident that our
22、 U.S.store count can triple from its current base to 900 stores.This is very exciting news for the Company as we continue to expand the brands reach across the United States.Outcomes like these require a full team effort,and I again offer my sincerest thanks to the entire Boot Barn team,particularly
23、 those in the field,distribution centers and the store support center.The resolve youve shown gives me great confidence that we will continue to fortify our leadership position in the industry.I look forward to what fiscal 2023 will bring and what we will be able to accomplish together.Sincerely,Jim
24、 Conroy 3.Increasing the penetration of our exclusive brand portfolio and expanding our merchandise margin UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington,D.C.20549 FORM 10-K (Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year
25、 ended March 26,2022 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number:001-36711 BOOT BARN HOLDINGS,INC.(Exact name of registrant as specified in its charter)Delaware(State or other jurisdiction of incorpo
26、ration or organization)90-0776290(I.R.S.Employer Identification No.)15345 Barranca Pkwy Irvine,CA 92618(Address of principal executive offices)(Zip Code)Registrants telephone number,including area code:(949)453-4400 Securities registered pursuant to Section 12(b)of the Act:Title of each class Tradin
27、g Symbol Name of each exchange on which registered Common Stock,$0.0001 par value BOOT New York Stock Exchange Securities registered pursuant to Section 12(g)of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule 405 of the Securities Act.Yes No I
28、ndicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d)of the Act.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 the Securities Exchange Act of 1934 during the precedin
29、g 12 months(or for such shorter period that the registrant was required to file such reports),and(2)has been subject 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 be submitted
30、 pursuant to Rule 405 of Regulation S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period 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 fi
31、ler,a smaller reporting company,or an emerging growth company.See the definitions of“large accelerated filer,”“accelerated 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 reportin
32、g company Emerging growth company If an emerging growth company,indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.Indicate by check
33、mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b)of the Sarbanes-Oxley Act(15 U.S.C.7262(b)by the registered public accounting firm that prepared or issued its aud
34、it report.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 the end of its most recently completed second fiscal quarter was approximat
35、ely$2.411 billion.Shares held by each officer,director and person owning more than 10%of the outstanding voting and non-voting stock have been excluded from this calculation because such persons may be deemed to be affiliates of the registrant.This determination of potential affiliate status is not
36、necessarily a conclusive determination 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,as of May 10,2022 was 29,737,251.DOCUMENTS INCORPORATED BY REFERENCE
37、Portions of the Registrants Proxy Statement for the 2022 Annual Meeting of Stockholders,to be filed pursuant to Regulation 14A within 120 days after the end of the 2022 fiscal year,are incorporated by reference into Part III of this Form 10-K.TABLE OF CONTENTS Page PART I Item 1.Business 1Item 1A.Ri
38、sk Factors 14Item 1B.Unresolved Staff Comments 37Item 2.Properties 37Item 3.Legal Proceedings 38Item 4.Mine Safety Disclosures 38PART II Item 5.Market for Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities 39Item 6.Reserved 40Item 7.Managements Discussion
39、 and Analysis of Financial Condition and Results of Operations 40Item 7A.Quantitative and Qualitative Disclosures About Market Risk 54Item 8.Consolidated Financial Statements and Supplementary Data 55Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 86Item 9
40、A.Controls and Procedures 86Item 9B.Other Information 88PART III Item 10.Directors,Executive Officers and Corporate Governance 89Item 11.Executive Compensation 89Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 89Item 13.Certain Relationships and
41、 Related Transactions,and Director Independence 89Item 14.Principal Accounting Fees and Services 89PART IV Item 15.Exhibits and Financial Statement Schedules 89 1 Fiscal Year We operate on a fiscal calendar that results in a 52-or 53-week fiscal year ending on the last Saturday of March unless April
42、 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 each include thirteen weeks of operations and the fourth quarter includes fourteen weeks of oper
43、ations.The data presented contains references to fiscal 2022,fiscal 2021,and fiscal 2020,which represent our fiscal years ended March 26,2022,March 27,2021 and March 28,2020,respectively.Fiscal 2022,2021 and 2020 were each 52-week periods.PART I Item 1.Business.Our Company We are the largest lifesty
44、le retail chain devoted to western and work-related footwear,apparel and accessories in the United States.With 300 stores in 38 states as of March 26,2022,we have more than three times as many stores as our nearest direct competitor that sells primarily western and work wear,and believe we have the
45、potential to grow our domestic store base to 900 stores.Our stores,which are typically freestanding or located in strip centers,average 10,600 selling square feet and feature a comprehensive assortment of brands and styles,coupled with attentive,knowledgeable store associates.We target a broad and g
46、rowing demographic,ranging from passionate western and country enthusiasts to workers seeking dependable,high-quality footwear and apparel.We strive to offer an authentic,one-stop shopping experience that fulfills the everyday lifestyle needs of our customers and,as a result,many of our customers ma
47、ke purchases in both the western and work wear sections of our stores.Our store environment,product offering and marketing materials represent the aesthetics of the true American West,country music and rugged,outdoor work.These threads are woven together in our motto,“Be True”,which communicates the
48、 genuine and enduring spirit of the Boot Barn brand.Our product offering is anchored by an extensive selection of western and work boots and is complemented by a wide assortment of coordinating apparel and accessories.Many of the items that we offer are basics or necessities for our customers daily
49、lives and typically represent enduring styles that are not meaningfully impacted by changing fashion trends.Accordingly,approximately 75%of our store inventory is kept in stock through automated replenishment programs.Our boot selection,which comprises approximately one-third of each stores selling
50、square footage space,is merchandised on self-service fixtures with western boots arranged by size and work boots arranged by style and function.This allows us to display the full breadth of our inventory and deliver a convenient shopping experience.We also carry market-leading assortments of denim,w
51、estern shirts,cowboy hats,belts and belt buckles,western-style jewelry and accessories.Our western assortment includes many of the industrys most sought-after brands,such as Ariat,Cinch,Cody James,Corral,Dan Post,Durango,El Dorado,Idyllwind,Justin,Laredo,Miss Me,Montana Silversmiths,Moonshine Spirit
52、,Shyanne,Stetson,Tony Lama,Twisted X,Resistol and Wrangler.Our work assortment includes rugged footwear,outerwear,overalls,denim and shirts for the most physically demanding jobs where durability,performance and protection matter,including safety-toe boots and flame-resistant and high-visibility clo
53、thing.Among the top work brands sold in our stores are Carhartt,Cody James Work,Dickies,Georgia Boot,Hawx,Thorogood,Timberland Pro and Wolverine.Our merchandise is also available on our e-commerce websites.Boot Barn was founded in 1978 and,over the past 44 years,has grown both organically and throug
54、h successful strategic acquisitions of competing chains.We have rebranded and remerchandised the acquired chains under the Boot Barn banner.We believe that our business model and scale provide us with competitive advantages that have contributed to our consistent and strong financial performance,gen
55、erating sufficient cash flow to support national growth.2 Acquisitions G.&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 of the transaction,Boot Barn,Inc.purchased
56、 the inventory,entered into new leases with the stores landlord and offered employment to the G.&L.Clothing team.The primary reason for the acquisition of G.&L.Clothing was to further expand the Companys retail operations in Iowa.The cash consideration paid for the acquisition was$3.7 million.Drysda
57、les,Inc.On July 3,2018,Boot Barn,Ipleted 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 the Drysdales team
58、at both store locations and assumed certain customer credits.The primary reason for the acquisition of Drysdales was to further expand the Companys retail operations in Oklahoma.The cash consideration paid was$3.8 million.Lone Star Western&Casual LLC On April 24,2018,Boot Barn,Ipleted the acquisitio
59、n of Lone Star Western&Casual LLC(“Lone Star”),an individually owned retail company with three stores in Waxahachie,Corsicana and Athens,Texas.As part of the transaction,Boot Barn,Inc.purchased the inventory,entered into new leases with the stores landlord and offered employment to the Lone Star tea
60、m at all three store locations.The primary reason for the acquisition of Lone Star was to further expand the Companys retail operations in Texas.The cash consideration paid for the acquisition was$4.4 million.Woods Boots Asset Acquisition On September 11,2017,we acquired assets from Woods Boots,a fo
61、ur-store family-owned retailer with stores in Midland and Odessa,Texas.As part of the transaction,we purchased the inventory,entered into new leases with the stores landlord,offered employment to the Woods Boots team at all four store locations and assumed certain customer credits.Based on the fair
62、value analysis of the net assets acquired and liabilities assumed,the inventory was valued at$2.8 million,and the customer credits were valued at less than$0.1 million.Country Outfitter Asset Acquisition On February 16,2017,we acquired all rights and interest in the website and tradename,along with
63、the associated social media platforms.We additionally purchased a customer email list and assumed Country Outfitters merchandise credits.The Country Outfitter e-commerce website sells primarily country and western fashion merchandise.The Country Outfitter assets were purchased for$1.8 million of cas
64、h and assumed liabilities.The Company operates as a website separate from its other e-commerce sites.Sheplers Acquisition On June 29,2015,we acquired Sheplers,Inc.and Sheplers Holding Corporation(now known as Sheplers,LLC and Sheplers Holding LLC,respectively,following the conversion of these entiti
65、es to limited liability companies on September 26,2021)(these entities collectively,“Sheplers”),a western lifestyle company with 25 retail locations across the United States and an e-commerce business.We refer to the acquisition as the“Sheplers Acquisition”.We financed the Sheplers Acquisition with
66、borrowings under a senior secured asset-based revolving credit facility for which Wells Fargo Bank,National Association is agent(the“June 2015 Wells Fargo Revolver”),and a syndicated senior secured term loan for which GCI Capital Markets LLC was agent(the“2015 Golub Term Loan”).Through the Sheplers
67、Acquisition,we added eight new markets,expanded both our Texas(Dallas and San Antonio)and Denver markets,and greatly increased our omni-channel capabilities as Sheplers had a leading e-commerce platform(“Sheplers e-3 commerce”).We rebranded 19 of the 25 retail stores acquired through the Sheplers Ac
68、quisition,and closed the remaining six stores during fiscal 2016.The acquisition-date fair value of the consideration transferred totaled$149.3 million.Our Competitive Strengths We believe the following strengths differentiate us from our competitors and provide a solid foundation for future growth:
69、Powerful 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
70、of local 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 a
71、nd establish 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 300 brick-and-mortar stores combined with our e-commerce websites consisting primarily of , and .B and o
72、ffer 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 assortment appealing to a more fashion-based country lifestyle customer.Each of our e-commerce sites has distinct brand positioning and provid
73、es 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 currently spans 38 states,provides us with significant economies of scale,enhanced supplier relationships,the ability to recruit and retai
74、n 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 customers come to us for many aspects of their everyday footwear and clothing needs because of the breadth and availability of our product off
75、ering.Our customer loyalty program,B Rewarded,enhances our connection and relationship with our customers.Our loyalty program has grown rapidly since its inception in fiscal 2011 and as of March 26,2022,includes approximately 5.8 million members who have purchased merchandise from us in the last thr
76、ee 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 our marketing activities across our stores and e-commerce websites,refine our merchandising and planning efforts and assist in our selectio
77、n of sites for new stores.Differentiated shopping experience.We deliver a one-stop shopping experience that engages our customers and,we believe,fulfills their lifestyle needs.Our stores are designed to create an inviting and engaging experience and include prominent storefront signage,a simple and
78、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,apparel and accessories.Additionally,all of our stores are equipped with touch screen devices that allow our customers to access millions
79、 of additional boots,apparel and other items from our e-commerce warehouse inventory as well as the inventory at most of our larger third-party vendors,purchase these items in store,and,in most cases,receive free shipping.We also have touch screen devices that allow customers to browse our in-store
80、assortment and select an item that meets their functional 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 return in store,buy online ship from store,same day delivery a
81、nd in-store fulfillment of online purchases.We believe that our strong,long-lasting supplier relationships enhance our ability to provide a compelling merchandise assortment with a strong in-stock position both in-store and online.Our knowledgeable store associates are passionate about our merchandi
82、se and deliver a high level of service to our customers.These elements help promote customer loyalty and drive repeat visits.Compelling merchandise assortment and strategy.We believe we offer a diverse merchandise assortment that features the most sought-after western and work wear brands,well-regar
83、ded niche brands and exclusive brands across a range of merchandise categories including boots,apparel and accessories.We have a core assortment of styles 4 that serves as a foundation for our merchandising strategy and we augment and tailor that assortment by region to cater to local preferences.Po
84、rtfolio of exclusive brands.We have leveraged our scale,merchandising experience and 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 Ranchw
85、ear.Our exclusive brands are currently available in stores,on , and and offer high-quality western and work boots as well as apparel and accessories for men,ladies and kids.Each of our exclusive brands address product and price segments that we believe are underserved by third-party brands and has h
86、istorically achieved better merchandise margins than the third-party brands that we carry.Customer receptivity and demand for our exclusive brands have been strong,demonstrated by their increasing penetration and sales momentum across our store base and e-commerce websites.Versatile store model with
87、 compelling unit economics.We have successfully opened and currently 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 chara
88、cterized as agribusiness centers and ranch regions,and in other various 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$1.2 million and targ
89、ets an average payback period of three years.Our lean operating structure,coupled with our strong supplier relationships,has allowed us to grow with minimal supply chain investments as a portion of our products ship directly from our suppliers to our stores.We believe that our proven retail model an
90、d attractive unit economics support our ability to grow our store footprint in both new and existing 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 i
91、n developing a robust and scalable infrastructure to support our growth.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
92、of enthusiasm and entrepreneurial spirit which is shared by team members throughout our entire organization.Our Growth Strategies We are pursuing several strategies to continue our profitable growth,including:Continuing omni-channel leadership.Our growing national footprint,social media following an
93、d broader marketing efforts drive traffic to our stores and e-commerce websites.We operate our e-commerce websites as an alternative to shopping in the stores,which allows us to reach customers outside our geographic footprint.We continue to make investments in both online and in-store advertising,a
94、imed at increasing traffic to our e-commerce websites,which reached more than 88 million total visits in fiscal 2022 compared to more than 69 million total visits in fiscal 2021,and increasing the amount of merchandise purchased by customers who visit our websites,while improving the shopping experi
95、ence for our customers.Additionally,all of our stores are equipped with touch screen devices that allow our customers to access millions of additional boots,apparel and other items from our e-commerce warehouse inventory as well as the inventory at most of our larger third-party vendors,purchase the
96、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
97、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 have also made investments in our e-commerce infrastructure,including adding automation to our warehouses to support
98、expanding e-commerce growth.Our e-commerce sales as a portion of total consolidated net sales were 15.5%and 18.6%in fiscal 2022 and fiscal 2021,respectively.5 Driving same store sales growth.We believe that we can continue to grow our same store sales by increasing our brand awareness,driving additi
99、onal traffic to our stores and e-commerce websites 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 skills,drive store-
100、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 March 26,2022,our exclusive brands primarily include Shyanne,Cody
101、 James,Moonshine Spirit,Idyllwind,Hawx,Cody James Work,El Dorado,Cleo+Wolf,Brothers&Sons,Rank 45 and Blue Ranchwear,and are sold in our stores and on our e-commerce websites.Each of our exclusive brands,which address product and price segments that we believe are underserved by third-party brands,of
102、fers 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 significant opportunity to expand our store base in th
103、e U.S.During fiscal 2022,we opened 28 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 store base of 300 stores as of March 26,2022 to appro
104、ximately 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 investments in personnel,information technology,warehouse in
105、frastructure 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 leverage our infrastructure and drive store-level productivity
106、due to economies of scale is expected to be a primary 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 merchandise margins.We also expec
107、t 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 store base and our online and
108、 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 shows and other western indus
109、try 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 Facebook and Instagram.Our Market
110、 Opportunity We participate in the large,growing and highly fragmented western,country lifestyle and work wear markets of the broader apparel and footwear industry.We offer a variety of boots,apparel and accessories that are basics or necessities for our customers daily lives.Many of our customers a
111、re employed in the agriculture,oil and gas,manufacturing and construction industries,and are often country and western enthusiasts.We believe that growth in the western and country lifestyle markets will continue to be driven by the growth of western events,such as rodeos,the popularity of country m
112、usic,growth in casual wear,affinity for outdoor activities,and the continued strength and endurance of the western lifestyle.We believe that growth in the work wear market will continue to be driven by increasing activity in construction and manufacturing.Additionally,government regulations for work
113、place safety have driven and,we believe,will continue to drive,sales in specific categories,such as safety-toe boots and flame-resistant and high-visibility clothing for various industrial and outdoor occupations.6 Our Sales Channels During fiscal 2022,we continued to enhance our omni-channel capabi
114、lities.Our current omni-channel presence consists of both brick-and-mortar stores as well as an e-commerce platform,consisting primarily of , and .Our stores As a lifestyle retail concept,our stores offer a broad array of merchandise to outfit an entire family,while working during the week,relaxing
115、on the weekend,or dressing up for an evening out.Our stores are easy to navigate with clear sight lines to all major product categories.Our preferred store layout has ladies and childrens apparel on one side of the store and mens western and mens work apparel on the other side.Our basic denim is usu
116、ally merchandised on shelving placed on the exterior walls,while our premium-priced,more stylized denim and clothing are prominently displayed on floor fixtures and mannequins.We utilize the space in the front of the store for accessories such as hats,belts,jewelry,handbags,home merchandise,gifts an
117、d various impulse purchase items.Boots,our signature category,anchor the rear of the store with an expansive assortment displayed on fixtures up to six shelves in height.We offer virtually all of our boots in pairs out on the sales floor.To reflect the typical purchasing decision process of each of
118、our customer segments,we arrange all western boots by size and all work boots by function and brand.While our knowledgeable and friendly store associates are readily available to assist our customers,the store design facilitates a self-service shopping experience.Our stores are generally located in
119、or near high visibility,power and large neighborhood shopping centers with trade areas of five or more miles.Our stores average 10,600 selling square feet and feature a comprehensive assortment of brands and styles,coupled with attentive,knowledgeable store associates.Our stores are designed and man
120、aged to drive profitability and,we believe,create a compelling customer shopping experience.During fiscal 2022,we opened 28 new stores.As of March 26,2022,our retail footprint included 300 stores in 38 states across the U.S.Two of our stores are operated under the“American Worker”name.Our American W
121、orker stores primarily feature work-related footwear,apparel and accessories.We do not currently intend to open additional American Worker stores.7 The following table shows the number of stores in each of the 38 states in which we operated as of March 26,2022.Number of State stores Alabama 2 Arkans
122、as 1 Arizona 17California 56Colorado 14Delaware 1Florida 8Georgia 3Idaho 3Illinois 1Indiana 5Iowa 6Kansas 4Kentucky 3Louisiana 6Michigan 1Minnesota 3Mississippi 1Missouri 3Montana 4Nebraska 2Nevada 11New Mexico 7North Carolina 8North Dakota 6Ohio 3Oklahoma 8Oregon 4Pennsylvania 6South Carolina 3Sout
123、h Dakota 2Tennessee 12Texas 64Utah 2Virginia 4Washington 4Wisconsin 3Wyoming 9Total 300 E-commerce Our e-commerce websites are an integral part of our brand and allow us to further build awareness in our current markets and reach customers not served by our current geographic footprint.During fiscal
124、 2022,we had more than 88 million total visits to our websites and we sold merchandise to customers in all 50 states.Approximately 2.9%of our total e-commerce revenue for fiscal 2022 was generated from customers outside of the United States.Such foreign-source revenue constituted approximately 0.5%o
125、f our overall net sales in fiscal 2022.8 Our growing national footprint and broader marketing efforts drive traffic to our website,which in turn also drives traffic to our stores.We believe that many customers,especially those shopping for boots,browse online at and then visit our stores to make the
126、ir purchases to ensure a proper fit.As a multi-channel retailer,we are implementing technology initiatives that integrate in-store and e-commerce platforms into one seamless customer experience.As an example,our stores have in-store touch screen devices that expand the product offering available to
127、our in-store customers,including additional styles,colors and sizes not carried in the store.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 return in store,buy online ship from store,same day deli
128、very 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 drive purchases online and traffic to our stores.We
129、continue to improve follow-up email communication related to order confirmations,as well as offer boot care and other accessories associated with boot purchases.Store expansion opportunities and site selection We have substantial experience in opening stores in new and existing geographic markets.Du
130、ring the last three fiscal years,we have successfully added,on a net basis,60 new stores through a combination of organic growth and strategic acquisitions.We evaluate potential new locations in light of a variety of criteria,including local demographics and population,the areas industrial base,the
131、existing competitive landscape,occupancy costs,store visibility,traffic,environmental considerations,co-tenancy and accessibility.We also consider a regions total store potential to help ensure efficiencies in store management and media spending.Most of our stores are in high-traffic and highly visi
132、ble locations and many have freeway signage.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
133、current customer base,store performance drivers and competitor penetration,we believe that the U.S.market supports the ability to grow our current domestic store base to approximately 900 stores.We utilized multiple methods for measuring market size,including a review of demographic and psychographi
134、c factors by core-based statistical areas across the United States.We supplemented that data by analyzing our share of the geographic markets in which we currently operate and extrapolating that share to new geographic markets.Based on our market analysis,we have created a regional and state-by-stat
135、e development plan to strategically extend our store portfolio.Careful consideration was given to operational constraints and merchandising differences in new and existing markets,while balancing the relevant risks associated with opening stores in those markets.Over the past several years,we have i
136、nvested in construction and real estate resources,information technology and warehouse infrastructure to support the expansion of our operations.In addition,we have developed a model for new stores that assumes a leased 8,000 to 12,000 square foot space,requires an average net cash investment of app
137、roximately$1.2 million and targets an average payback period of three years.We believe that under this model we can grow our store base by approximately 10%annually over the next several years without substantially modifying our current resources and infrastructure.Store Management and Training We h
138、ave a strong culture focused on providing superior customer service.We believe that our store associates and managers form the foundation of the Boot Barn brand.We recruit people who are welcoming,friendly and service-oriented,and who often live the western lifestyle or have a genuine affinity for i
139、t.We have a positive culture of enthusiasm and entrepreneurial spirit throughout the Company,which is particularly strong in our stores.Given the lifestyle nature of the Boot Barn brand,we have developed a natural connection between our customers and our store associates.Given the importance of both
140、 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 for new store associates,as well as 9 ongoing product,sales and leadership training.Additionally,we provide home office and supplier-led w
141、orkshops on products,selling skills and leadership at our annual three-day store manager meeting.Our store management training programs emphasize building skills that lead to effective store management and overall leadership.Our store managers are responsible for hiring and staffing our stores and a
142、re empowered with the sales,customer service and operational tools necessary to monitor employee and store performance.We believe that our continued investments in training our employees help drive loyalty from our store associates and,in turn,our customers.We are committed to providing the right me
143、rchandise solution for each of our customers based on the ultimate end use of our products.Our goal is to train each of our store associates to be able to guide a customer throughout a store and provide helpful knowledge on product fit,functions and features across our departments.Rather than rely h
144、eavily on sales commissions and supplier-specific incentive programs,we utilize a system 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 a less pressured selling environment and helps ensure t
145、hat our store associates are focused on the specific needs of our customers.Merchandising Strategy We seek to establish our stores as a one-stop destination for western and work-related footwear,apparel and accessories.Our merchandising strategy is to offer a core assortment of products,brands and s
146、tyles by store,department and price point.We augment and tailor this assortment by region to cater to local preferences such as toe profiles for western boots,styling for western apparel,and functions and features for work apparel and work boots depending on climate and the local industries served.I
147、n addition,we actively maintain a balance between third party brands and our own brands that,we believe,offers our customers a compelling mix between selection,product and value.Our business is moderately seasonal and as a result our revenues fluctuate from quarter to quarter.The third quarter of ou
148、r fiscal year,which includes the Christmas shopping season,has historically produced higher sales and disproportionately higher operating results than the other quarters of our fiscal year.Historically,neither the western nor the work component of our business has been meaningfully impacted by fashi
149、on trends or seasonality.We believe that many of our customers are driven primarily by utility and brand,and our best-selling styles tend to be items that carry over from year to year with only minor updates.In fiscal 2022,fiscal 2021 and fiscal 2020 we generated approximately 33%,34%and 34%of our n
150、et sales during our third fiscal quarter,respectively.We have a minimal amount of seasonal merchandise that could necessitate significant markdowns.This allows us to implement automated replenishment systems for approximately 75%of our store merchandise,meaning that,as sales are captured in a stores
151、 point of sale system,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 our products are fairly predictable,which reduces our inventory risk.Unfavorable e
152、conomic conditions,including those caused by COVID-19,could leave us with either excess inventory or a shortage of inventory and increased pressure on our margins.For more information about the risks,uncertainties,and other factors that could affect our future results,please see Item 1A,Risk Factors
153、,of this Annual Report on Form 10-K.Our products During fiscal 2022,our products contributed to overall sales in the following manner:GenderMens merchandise accounted for approximately 60%of our sales with the balance being ladies,kids and unisex merchandise.StylingWestern styles comprised approxima
154、tely 70%of our sales,with work-related and other styles making up the balance.Product categoryBoots accounted for 48%of our sales,with apparel comprising an additional 36%and the balance consisting of hats,gifts,accessories and home merchandise.10 Throughout our long history we have maintained colla
155、borative relationships with our key suppliers.These relationships,coupled with our scale,have allowed us to carry a wide selection of popular and niche brands,including Ariat,Carhartt Workwear,Cinch,Corral,Dan Post,Georgia Boot,Justin Boots,Keen,Rocky,Stetson,Timberland,Tony Lama,Twisted X,Wolverine
156、 and Wrangler.In many cases,we are one of the largest accounts of our suppliers and have become important as the largest specialty retailer of western and work wear in the U.S.As a result,we have several advantages relative to our competitors,including increased buying power and access to first-to-m
157、arket or limited-edition products.This provides us with competitive differentiation and the ability to generate higher merchandise margins.Our scale has also allowed us to introduce our own proprietary western wear brands,Shyanne and Cody James,which offer high-quality western boots,shirts,jackets a
158、nd hats for women and men,respectively.We also have an exclusive license agreement with country music star Brad Paisley,who designs 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 n
159、ew partnership with country music artist Miranda Lambert,to develop a lifestyle brand,Idyllwind,inspired by her music and creative talents,which includes boots,apparel and accessories.In fiscal 2020 we developed two additional exclusive brands,Hawx and Cody James Work.These brands offer high quality
160、 work wear and work boots to our customers.We created these brands to address segments that we believe are underserved by third-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 assortme
161、nt to our country customer.We have a dedicated product development team that designs and sources merchandise from suppliers around the world.These product assortments are exclusive to Boot Barn and are merchandised and marketed as if they were third-party brands both in our stores and on our e-comme
162、rce websites.In fiscal 2022,sales from our exclusive brand products accounted for approximately 28.3%of our consolidated sales including our stores and e-commerce websites.These exclusive brands differentiate us from our competitors and have historically produced higher incremental merchandise margi
163、ns than the third-party brands that we carry.Planning and allocation We believe that we have assembled a talented and experienced team in both the buying and merchandise planning functions.The experience of our team is critical to understanding the technical requirements of our merchandise based on
164、region and use,such as the appropriate safety toe regulations for work boots in a particular industry.The team is constantly managing our replenishment model to ensure a high in-stock position by stock keeping unit,or SKU,on a store-by-store basis.Our merchandising team optimizes the product selecti
165、on,mix and depth across our stores by analyzing demand on a market-by-market basis,continuously reviewing our sell-through results,communicating with our suppliers about local market preferences and new products,shopping our competitors stores,and immersing themselves in trade and western lifestyle
166、events including rodeos,country music concerts and other industry-specific activities.Our merchandising team also makes frequent visits to our stores and partners with our regional,district and store managers to refine the merchandise assortment by region.Our team has demonstrated the ability to eff
167、ectively manage merchandising,pricing and promotional strategies across our store base.To keep the product assortment fresh,we reposition a small portion of our merchandise on the sales floor every month.To drive traffic to our stores and create in-store energy and excitement,we execute a promotiona
168、l calendar that showcases select brands or merchandise categories throughout the year and rotates on a monthly cadence.Our promotional activity also enables us to consistently engage with our customers both online and in-store,as well as through our various marketing media.Our ability to optimize th
169、e price for each merchandise category on a market-by-market basis,helps us to maximize profitability while remaining price competitive.Marketing and Advertising Our marketing strategy is designed to build brand awareness,acquire new customers,enhance customer loyalty and drive in-store and online tr
170、ansactions.We customize our marketing mix for each of our markets and purposes.For example,during store grand openings we engage in additional local community outreach and advertise in local print media in select markets.We primarily use the following forms of media:11 Pay-per-clickWe use pay-per-cl
171、ick advertising to reach online shoppers whose behavior indicates an interest in our products.This marketing medium allows us the opportunity to grow our business and acquire new customers.Radio and televisionWe purchase spots on both national and regional radio stations,primarily country music chan
172、nels,to draw customers to nearby locations.We also maintain relationships with several country music artists in order to capitalize on the popularity of country music,using our stores and marketing communications to promote their album sales or concerts.In return,these country music artists often ma
173、ke in-store appearances or mention us on social media and occasionally give private performances.We also purchase television spots to create awareness in new markets and occasionally help support grand openings of new stores.Direct mailWe conduct several direct mail campaigns,and during fiscal 2022,
174、we sent out approximately 7.4 million mailers,ranging in size from postcards to catalogs of approximately 50 pages.E-mailWe e-mail our e-commerce customers and members of our B Rewarded loyalty program as part of our cross-channel effort to drive traffic to our stores and websites.We sent more than
175、one billion e-mails in fiscal 2022.Social mediaWe also have a marketing strategy that has produced a fast-growing social media presence,as evidenced by our strong following on Facebook and Instagram.Our posts celebrate country and western life and humor,and routinely get thousands of likes,hundreds
176、of shares and dozens of comments each.Event sponsorshipWe typically sponsor community-based western events each year within the regional footprint of our store locations.Houston Livestock Show and Rodeo,a well-known 20-day celebration of western heritage,is one of our most prominent sponsorships and
177、 attracts more than two million visitors to Houston,Texas,where we operate many stores in the area.We also sponsor the San Antonio Stock Show and Rodeo,an 18-day event with more than two million attendees.Other prominent sponsorships include Cheyenne Frontier Days,the largest outdoor rodeo in the U.
178、S.,the Professional Rodeo Cowboys Association and related National Finals Rodeo in Las Vegas,Nevada,Professional Bull Riders and the National High School Rodeo Association,which supports rodeos for competitors in high school and junior high school.At more prominent events,we often set up large pop-u
179、p shops which allow participants to purchase our merchandise.Distribution Our suppliers ship less than half of our in-store merchandise directly to our stores and a portion of our e-commerce merchandise to our e-commerce customers.The remaining units are either shipped from our distribution center l
180、ocated in Fontana,California,or from the distribution center in Wichita,Kansas,that we acquired as a result of the Sheplers Acquisition.Our distribution center in California primarily distributes our exclusive brand and volume discount purchases to our stores,and supplies inventory for sponsored eve
181、nts and new store openings.Our Wichita,Kansas distribution center fulfills our e-commerce orders.In accordance with our automated replenishment programs,third-party suppliers typically deliver merchandise to our stores daily,ensuring in-stock merchandise availability and a steady flow of new invento
182、ry for our customers.Competition The retail industry for western and work wear is highly fragmented and characterized by primarily regional competitors.We estimate that there are thousands of independent specialty stores scattered across the country.We believe that we compete primarily with smaller
183、regional chains and independents on the basis of product quality,brand recognition,price,customer service and the ability to identify and satisfy consumer demand.In addition,as we expand our e-commerce sales presence,we are competing to an increasing degree with online retailers and the e-commerce o
184、fferings of traditional competitors.We also compete with farm supply stores and,to a lesser degree,mass merchants,some of which are significantly larger than us,but most of which realize only a small percentage of their total revenues from the sale of western and work wear.We have more than three ti
185、mes as many stores as our nearest direct competitor that sells primarily western and work wear and we believe that our nationally recognized lifestyle brand,economies of scale,breadth and depth of inventory across a variety of categories,strong in-stock position,portfolio of authentic 12 exclusive b
186、rands,enhanced supplier partnerships,exclusive offerings and ability to recruit and retain high quality store associates favorably differentiate us from our competitors.Information technology We have made significant investments to create a scalable information technology platform to support growth
187、in our retail and e-commerce sales without further near-term investments in our information technology infrastructure.We use an Enterprise Resource Planning system(“Aptos Retail”)for integrated point-of-sale,merchandising,planning,sales audit,customer relationship management,inventory control,loss p
188、revention,purchase order management and business intelligence.We operate Aptos Retail on a software-as-a-service platform.This approach allows us to regularly upgrade to the most recent software release with minimal operational disruption,nominal systems infrastructure investment and a relatively sm
189、all in-house information technology department.Aptos Retail also interfaces with our accounting system.We have also invested in an information technology platform for our e-commerce websites,which acts as the foundation for our digital store fronts.Intellectual property We regard our trademarks as h
190、aving value and as being important to our marketing efforts.We have registered our trademarks in the U.S.,including our brand name“Boot Barn”and our exclusive brands.We have a registered trademark for the“Sheplers”and“Country Outfitter”brand names.We have foreign trademark protection in China and Ho
191、ng Kong where we have registered our Boot Barn trademarks.We also own the domain name for our primary e-commerce websites, and .Our policy is to pursue registration of our trademarks and to rigorously defend their infringement by third parties.Our employees As of March 26,2022,we employed approximat
192、ely 2,200 full-time and 6,200 part-time employees,of which approximately 1,000 were employed at our Store Support Center and distribution centers and approximately 7,400 were employed at our stores.The number of employees,especially part-time employees,fluctuates depending upon our seasonal needs.No
193、ne of our employees are represented by a labor union and we consider our relationship with our employees to be good.We have never experienced a strike or significant work stoppage.Regulation and legislation We are subject to labor and employment laws,laws governing truth-in-advertising,privacy laws,
194、safety regulations and other laws at the federal,state and local level,including consumer protection regulations,such as the Consumer Product Safety Improvement Act of 2008,that regulate retailers and govern the promotion and sale of merchandise and the operation of stores and warehouse facilities.W
195、e monitor changes in these laws and believe that we are in material compliance with all applicable laws.We source many of our exclusive brand products from outside the U.S.The U.S.Foreign Corrupt Practices Act and other similar anti-bribery and anti-kickback laws and regulations generally prohibit c
196、ompanies and their intermediaries from making improper payments to non-U.S.officials for the purpose of obtaining or retaining business.Our policies and our supplier compliance agreements mandate compliance with applicable law,including these laws and regulations.13 Available Information Our interne
197、t address is and the investor relations section of our website is located at ,where we make available,free of charge,our annual reports on Form 10-K,quarterly reports on Form 10-Q and current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a)or 15(d)of t
198、he Securities Exchange Act of 1934,as well as proxy statements,as soon as reasonably practicable after we electronically file such material with,or furnish it to,the Securities and Exchange Commission(the“SEC”).Information on our website should not be considered part of this Annual Report on Form 10
199、-K unless specifically incorporated by reference herein.Cautionary Note Regarding Forward-Looking Statements This annual report contains forward-looking statements that are subject to risks and uncertainties.All statements other than statements of historical or current fact included in this annual r
200、eport 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“Exchange Act”).Forward-looking statements refer to our current expectations and projections relating to,by way of exam
201、ple and without limitation,our financial condition,liquidity,profitability,results of operations,margins,plans,objectives,strategies,future performance,business and industry.You can identify forward-looking statements by the fact that they do not relate strictly to historical or current facts.These
202、statements 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 of similar meaning in connection with any discussion of the timing or nature of future operating or financial pe
203、rformance or other events,but not all forward-looking statements contain these identifying words.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 future operation
204、s,growth or initiatives,strategies or the expected outcome or impact of pending or threatened litigation are forward-looking statements.Factors that might cause or contribute to such a discrepancy include,but are not limited to,the factors set forth in Item 1A.Risk Factors “Summary of Risk Factors”b
205、elow.We derive many of our forward-looking statements from our current operating budgets and forecasts,which are based upon detailed assumptions.While we believe that our assumptions are reasonable,we caution that it is very difficult to predict the impact of known factors,and it is impossible for u
206、s to anticipate all factors that could affect our actual results.For these reasons,we caution readers not to place undue reliance on these forward-looking statements.See“Risk Factors”for a more complete discussion of the risks and uncertainties mentioned above and for a discussion of other risks and
207、 uncertainties.It is not possible for our management to predict all risks,nor can we assess the impact of all factors on our business or the extent to which any factor,or combination of factors,may cause actual results to differ materially from those contained in any forward-looking statements we ma
208、y make.In addition,the ongoing COVID-19 pandemic may also exacerbate other risks discussed herein,any of which could,individually or in the aggregate,have a material effect on us.Additional impacts from the COVID-19 pandemic may arise that we are not aware of currently.All forward-looking statements
209、 attributable to us are expressly qualified in their entirety by these cautionary statements as well as others made in this annual report and in our other SEC filings and public communications.You should evaluate all forward-looking statements made by us in the context of these risks and uncertainti
210、es.We caution you that the risks and uncertainties identified by us may not be all of the factors that are important to you.Furthermore,the forward-looking statements included in this annual report are made only as of the date hereof.Our forward-looking statements do not reflect the potential impact
211、 of any future acquisitions,mergers,dispositions,joint ventures or investments that we may make.We undertake no obligation to publicly update or revise any forward-looking statement as a result of new information,future events or otherwise,except as otherwise required by law.14 Item 1A.Risk Factors
212、Summary of Risk Factors Below is a summary of the principal factors that make an investment in our common stock speculative or risky.This summary does not address all of the risks that we face.Additional discussion of the risks summarized in this risk factor summary,and other risks that we face,can
213、be found below under the heading“Risk Factors”and should be carefully considered,together with other information in this Form 10-K and our other filings with the SEC.Risks Related to our Business Our sales could be severely impacted by decreases in consumer spending due to declines in consumer confi
214、dence,local economic conditions in our markets or changes in consumer preferences.The ongoing COVID-19 pandemic may continue to adversely affect our business operations,growth strategies,store traffic,employee availability,financial condition,liquidity and cash flow for an extended period of time.Ou
215、r business largely depends on a strong brand image,and if we are unable to maintain and enhance our brand image,particularly in markets where we have newly acquired stores and in new markets where we have limited brand recognition,we may be unable to increase or maintain our level of sales.Most of o
216、ur merchandise is produced in foreign countries,making the price and availability of our merchandise susceptible to international trade risks and other international conditions,including the impacts of COVID-19 or geopolitical conditions including the rapidly evolving conflict between Russia and the
217、 Ukraine.We face intense competition in our industry and we may be unable to compete effectively.Our failure to adapt to new challenges that arise when expanding into new geographic markets could adversely affect our ability to profitably operate those stores and maintain our brand image.Our continu
218、ed growth depends upon successfully opening new stores as well as integrating any acquired stores,and our failure to successfully open new stores or integrate acquired stores could negatively affect our business and stock price.As we expand our business,we may be unable to generate significant amoun
219、ts of cash from operations.Any significant change in our distribution model could initially have an adverse impact on our cash flows and results of operations.If we fail to maintain good relationships with our suppliers or if our suppliers are unable or unwilling to provide us with sufficient quanti
220、ties of merchandise at acceptable prices,our business 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 and administrative resources,which could
221、 harm our competitive position and reduce our revenue and profitability.A rise in the cost of fabric,raw materials,labor or transportation could increase our cost of merchandise and cause our results of operations and margins to decline.We purchase merchandise based on sales projections and our purc
222、hase of too much or too little inventory may adversely affect our overall profitability.If our suppliers and manufacturers fail to use acceptable labor or other practices,our reputation may be harmed,which could negatively impact our business.If we lose key management personnel,our operations could
223、be negatively impacted.If we cannot attract,train and retain qualified employees,our business could be adversely affected.Higher wage and benefit costs could adversely affect our business.The concentration of our stores and operations in certain geographic locations subjects us to regional economic
224、conditions and natural disasters that could adversely affect our business.We could be required to collect additional sales taxes or be subject to other tax liabilities that may increase the costs our clients would have to pay for our products and adversely affect our operating results.The adoption o
225、f new tax legislation could affect our financial performance.We are required to make significant lease payments for our stores,Store Support Center and distribution center,which may strain our cash flow.We may be unable to maintain same store sales or net sales per square foot,which may cause our re
226、sults of operations to decline.15 Any inability to balance our exclusive brand merchandise with the third-party branded merchandise that we sell may have an adverse effect on our net sales and gross profit.We are subject to payment-related risks that could increase our operating costs,expose us to f
227、raud or theft,subject us to potential liability and potentially disrupt our business.If our management information systems fail to operate or are unable to support our growth,our operations could be disrupted.We rely on UPS and the United States Postal Service to deliver our e-commerce merchandise t
228、o our customers and our business could be negatively impacted by disruptions in the operations of these third-party service providers.Our leverage may reduce our cash flow available to grow our business.Our borrowings under the June 2015 Wells Fargo Revolver are at variable rates,exposing us to inte
229、rest rate risk,including increases in interest rates resulting from changes in the determination of the London Interbank Offered Rate.The June 2015 Wells Fargo Revolver contains restrictions and limitations that could significantly impact our ability to operate our business.New accounting guidance o
230、r changes in the interpretation or application of existing accounting guidance could adversely affect our financial performance.Use of social media may adversely impact our reputation or subject us to fines or other penalties.Our e-commerce businesses subject us to numerous risks that could have an
231、adverse effect on our results of operations.Our sales can significantly fluctuate based upon shopping seasons,which may cause our results of operations to fluctuate disproportionately on a quarterly basis.We buy and stock merchandise based upon seasonal weather patterns and therefore unseasonable or
232、 extreme weather could negatively impact our sales,financial condition and results of operations.If we fail to obtain and retain high-visibility sponsorship or endorsement arrangements with celebrities,or if the reputation of any of the celebrities that we partner with is impaired,our business may s
233、uffer.Our management information systems and databases could be disrupted by system security failures,cyber threats or by the failure of,or lack of access to,our Enterprise Resource Planning system.These disruptions could negatively impact our sales,increase our expenses,subject us to liability and/
234、or harm our reputation.Our failure to maintain adequate internal controls over our financial and management systems may cause errors in our financial reporting.These errors may cause a loss of investor confidence and result in a decline in the price of our common stock.Litigation costs and the outco
235、me of litigation could have a material adverse effect on our business.We may be subject to liability if we,or our suppliers,infringe upon the intellectual property rights of third parties.If we are unable to protect our intellectual property rights,our financial results may be negatively impacted.Un
236、ion attempts to organize our employees 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 our merchandise,could make conducting our business more ex
237、pensive or change the way we do 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
238、 long-lived assets become impaired,we may be required to record a significant charge to earnings.Risks Related To Ownership of Our Common Stock The market price and trading volume of our common stock have been and may continue to be volatile,which could result in rapid and substantial losses for our
239、 stockholders,and you may lose all or part of your investment.Anti-takeover provisions in our corporate organizational documents and current credit facility and under Delaware law may delay,deter or prevent a takeover of us and the replacement or removal of our management,even if such a change of co
240、ntrol would benefit our stockholders.If securities or industry analysts do not publish research and reports or publish inaccurate or unfavorable research and reports about our business,the price and trading volume of our common stock could decline.We do not currently intend to pay cash dividends on
241、our common stock,which may make our common stock less desirable to investors and decrease its value.16 Risk Factors You should carefully consider the risks and uncertainties described below,together with all of the other information in this annual report,including our consolidated financial statemen
242、ts,and related notes 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.In that event,the price of our common stock could decline,and you could lose part
243、or all of your investment.Risks Related To Our Business Our sales could be severely impacted by decreases in consumer spending due to declines in consumer confidence,local economic conditions in our markets or changes in consumer preferences.We depend upon consumers feeling confident about spending
244、discretionary income on our products 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 has occurred over the past twelve months and is continuing),employment levels,sa
245、lary and wage levels,the availability of consumer credit,the level of housing,energy and food costs,general business conditions and other challenges affecting the global economy including the ongoing COVID-19 pandemic.These risks may be exacerbated for retailers like us who focus on specialty footwe
246、ar,apparel and accessories.Our financial performance is particularly susceptible to economic and other conditions in California,Texas and other states where we have a significant number of stores.Many of our stores operate in geographic areas where the local economies depend to a significant degree
247、on oil and other commodity extraction,and many of our customers are employed in these industries.Our financial performance is accordingly susceptible to economic and other conditions relating to output and employment in these areas.Our financial performance also is impacted by conditions in the cons
248、truction sector,domestic manufacturing and the transportation and warehouse sectors,the growth of which we believe is an important driver of our work wear business.In addition,our financial performance may be negatively affected if the popularity of the western and country lifestyle subsides,or if t
249、here is a general trend in consumer preferences away from boots and other western or country products in favor of another general category of footwear or attire.If this were to occur or if periods of decreased consumer spending persist,our sales could decrease,which could have a material adverse eff
250、ect on our business,financial condition,results of operations and prospects.In addition,difficult economic conditions may exacerbate some of the other risks described in this Item 1A.Risk Factors,including those risks associated with increased competition,decreases in store traffic,brand reputation,
251、the interruption of the production and flow of merchandise,the ability to achieve our growth strategies,and the ability to improve and expand our exclusive product offering.These risks could be exacerbated individually or collectively.17 The ongoing COVID-19 pandemic may continue to adversely affect
252、 our business operations,growth strategies,store traffic,employee availability,financial condition,liquidity and cash flow for an extended period of time.The ongoing COVID-19 pandemic has adversely affected our business and may continue to adversely affect our business for an indefinite period until
253、 the impact of the pandemic subsides.Since first being reported,COVID-19 has spread to numerous countries around the world,including the U.S.Measures taken by governmental authorities to reduce the transmission of COVID-19,including stay-at-home orders and business closures,as well as lack of subseq
254、uent economic stimulus initiatives,have resulted in wide-scale unemployment and financial hardship for a large portion of the U.S.population,and these impacts,among others,have created significant uncertainties.These uncertainties include,but are not limited to,the potential adverse effect of the pa
255、ndemic on the economy,our supply chain partners,our employees and customers,customer sentiment in general,and traffic within our stores and on our e-commerce sites.As a result of the economic slowdown caused by COVID-19,many industries and public and private sector jobs have been and may continue to
256、 be impacted,including but not limited to those in the construction,domestic manufacturing,energy,food and agriculture,transportation and warehouse sectors.Consumer fear about becoming ill with the virus and recommendations and/or mandates from federal,state and local authorities to avoid large gath
257、erings of people or self-quarantine may continue or may increase,which has already affected,and may continue to affect,traffic to our stores.If as a result of the pandemic,we are unable to continue to provide employees with appropriate compensation and protective measures,we may be unable to retain
258、or attract employees to perform necessary functions within our stores and engage with our customers.In addition,if we are required to transition certain or all our employees to a remote work environment in an effort to mitigate the spread of COVID-19,our failure to provide appropriate technological
259、resources and maintain adequate safeguards around our remote work environment could result in loss of productivity and usage errors by our employees or the loss or compromise of confidential customer,employee or company data.In addition,the remote work environment may increase certain risks to our b
260、usiness,including phishing and other cybersecurity attacks.Although our operations have generally stabilized since the onset of the pandemic,there can be no assurances that the spread of COVID-19 will not strain our supply chain,store operations and merchandising functions in the future.This could c
261、reate difficulties and delays in obtaining products from our distributors,delivering products to our stores and adequately staffing our stores and distribution centers.If we are unable to continue to source,transport and stock products in our stores or to maintain adequate staffing levels in our sto
262、res and distribution centers due to disruptions caused by the COVID-19 pandemic,we will be unable to maintain inventory levels and continue to operate our stores at levels to meet customer demand.Further,if we do not identify and source appropriate products in response to our customers evolving need
263、s during the COVID-19 pandemic,we may lose existing customers and fail to attract new customers,which could cause our sales to decrease,resulting in a material adverse effect on our business,financial condition,results of operations and cash flows.All of our stores remained open as of March 26,2022.
264、We have experienced instances of our employees contracting COVID-19,and in response we follow CDC and other health authority guidelines to report positive test results and reduce further transmission.Although our stores currently remain open,any widespread transmission of COVID-19 among our employee
265、s within a particular store or geographical area might necessitate that we temporarily close certain stores,which may negatively affect our business and financial condition,as well as the perception of our company.Additionally,any widespread transmission of COVID-19 among the employees in our distri
266、bution centers might necessitate the temporary closure of our facilities,resulting in product delivery delays and other logistical constraints.Further,if individuals believe they have contracted COVID-19 in our stores or believe that we have not taken appropriate precautionary measures to reduce the
267、 transmission of COVID-19,we may be subject to costly and time-consuming litigation.18 Continued impacts of the pandemic could have a material adverse effect on our near-term and long-term business operations,store traffic,employee availability,financial condition,liquidity and cash flow,and may req
268、uire significant actions in response,including but not limited to,additional employee furloughs and/or layoffs,reduced store hours or additional store closings,expense reductions,discounting of pricing of our products,all in an effort to mitigate the impacts of the pandemic.The full extent to which
269、the COVID-19 pandemic impacts our business and financial condition will largely depend on future developments,which are highly uncertain and cannot be predicted,including new information which may emerge concerning the severity of the pandemic,the impacts of new variants of the virus,the timing,dist
270、ribution,efficacy and public acceptance of vaccines and other treatments for COVID-19 and the actions necessary to contain COVID-19.Our business largely depends on a strong brand image,and if we are unable to maintain and enhance our brand image,particularly in markets where we have newly acquired s
271、tores and in new markets where we have limited brand recognition,we may be unable to increase or maintain our level of sales.We believe that our brand image and brand awareness have contributed significantly to the success of our business.We also believe that maintaining and enhancing our brand imag
272、e,particularly in markets where we have newly acquired stores and in new markets where we have limited brand recognition,is important to maintaining and expanding our customer base.Our ability to successfully integrate newly acquired and newly opened stores into their surrounding communities,to expa
273、nd into new markets or to maintain the strength and distinctiveness of our brand image in our existing markets will be adversely impacted if we fail to connect with our target customers.Our efforts to rebrand newly acquired stores could result in reduced sales and profitability of such stores.Mainta
274、ining and enhancing our 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 could adversely affect our cash flow and which may ultimately be unsuccessful.Furthermore,our br
275、and image could be jeopardized if we fail to maintain high standards for merchandise quality,if we fail to comply with local laws and regulations or if we experience negative publicity or other negative events that affect our image and reputation.Some of these risks may be beyond our ability to cont
276、rol,such as the effects of negative publicity regarding our suppliers.Failure to successfully market and maintain our brand image in new and existing markets could harm our business,results of operations and financial condition.Most of our merchandise is produced in foreign countries,making the pric
277、e and availability of our merchandise susceptible to international trade risks and other international conditions,including the impacts of COVID-19 or geopolitical conditions including the rapidly evolving conflict between Russia and the Ukraine.The majority of our exclusive brand products are manuf
278、actured in foreign countries,including Mexico and China.In addition,we purchase most of our third-party branded merchandise from domestic suppliers that have a large portion of their merchandise made in foreign countries.The countries,specifically Mexico and China,in which our merchandise currently
279、is manufactured or may be manufactured in the future could become subject to trade restrictions imposed by the U.S.,including increased tariffs or quotas,embargoes and customs restrictions,which could increase the cost or reduce the supply of products available to us and have a material adverse effe
280、ct on our business,financial condition and results of operations.Any tariffs on imports from foreign countries,as well as changes in tax and trade policies such as a border adjustment tax or disallowance of certain tax deductions for imported merchandise could materially increase our manufacturing c
281、osts,the costs of our imported merchandise or our income tax expense,which would have a material adverse effect on our financial condition and results of operations.Any tariffs by China or other foreign countries on imports of our products could also adversely affect our international e-commerce sal
282、es.Any increase in our manufacturing costs,the cost of our merchandise or limitation on the amount of merchandise we are able to purchase,or any decrease in our international e-commerce sales,could have a material adverse effect on our financial condition and results of operations.Additionally,publi
283、c health issues affecting China,Mexico or another foreign country from which a large portion of our third-party and exclusive brand merchandise is purchased and imported,including the ongoing COVID-19 pandemic,may result in the temporary closure of our suppliers facilities or shipping ports,resultin
284、g in product delivery delays.For example,COVID-19 has led to work and travel restrictions in and out of China and other countries around the world as well as temporary closures or production and logistical constraints due to workforce availability of certain 19 factories in China.These travel restri
285、ctions,factory closures and production and logistical constraints may result in,among other things,delayed shipments and increased shipping costs.These impacts on our supply chain could have a material adverse effect on our financial condition and results of operations.Furthermore,in response to the
286、 rapidly developing conflict between Russia and Ukraine,the United States has imposed and may further impose,and other countries may additionally impose,broad sanctions or other restrictive actions against governmental and other entities in Russia or other associated countries.While the existing san
287、ctions do not materially impact our business or operations,additional sanctions may be imposed in the future that could impact our supply chain.Additionally,further escalation of geopolitical tensions could have a broader impact that extends into other markets where we do business.These impacts coul
288、d have a material adverse effect on our financial condition and results of operations.We face intense competition in our industry and we may be unable to compete effectively.The retail industry for western and work wear is highly fragmented and characterized by primarily regional competitors.We esti
289、mate that there are thousands of independent specialty stores scattered across the country.We believe that we compete primarily with smaller regional chains and independent stores on the basis of product quality,brand recognition,price,customer service and the ability to identify and satisfy consume
290、r demand.In addition,as we expand our e-commerce sales presence and as a result of consumers growing desire to shop online,we are competing to an increasing degree with online retailers and the e-commerce offerings of traditional competitors.There can be no assurance that our e-commerce expansion in
291、itiatives will be successful.We also compete with farm supply stores and mass merchants.Competition with some or all of these retailers could require us to lower our prices or risk losing customers.In addition,significant or unusual promotional activities by our competitors may force us to respond i
292、n-kind and adversely impact our operating cash flow and gross profit.As a result of these factors,current and future competition could have a material adverse effect on our financial condition and results of operations.Many of the mass merchants and online retailers that sell some western or work we
293、ar products have greater financial,marketing and other resources than we currently do,and in the case of online retailers,lower overhead and overall cost structure.Therefore,these competitors may be able to devote greater resources to the marketing and sale of these products,generate national brand
294、recognition or adopt more aggressive pricing policies than we can,which would put us at a competitive disadvantage if they decide to expand their offerings of these product lines.Moreover,we do not possess exclusive rights to many of the elements that comprise our in-store experience and product off
295、erings.Our competitors may seek to emulate facets of our business strategy,including our in-store experience,which could result in a reduction of some competitive advantages or special appeal that we might possess.In addition,most of our suppliers sell products to us on a non-exclusive basis.As a re
296、sult,our current and future competitors may be able to duplicate or improve on some or all of the in-store and e-commerce product offerings that we believe are important in differentiating our stores,our e-commerce offerings and our customers shopping experience.If our competitors were to duplicate
297、or improve on some or all of our in-store experience,or our in-store and e-commerce product offerings,our competitive position and our business could suffer.Our failure to adapt to new challenges that arise when expanding into new geographic markets could adversely affect our ability to profitably o
298、perate those stores and maintain our brand image.Our expansion into new geographic markets could result in competitive,merchandising,distribution and other challenges that are different from those we encounter in the geographic markets in which we currently operate.In addition,to the extent that our
299、 store count increases,we may face risks associated with market saturation of our product offerings and locations.Our suppliers may also restrict their sales to us in new markets to the extent they are already saturating that market with their products through other retailers or their own stores.The
300、re can be no assurance that any newly opened stores will be received as well as,or achieve net sales or profitability levels comparable to those of,our existing stores 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 profit
301、ability levels,our business may be materially harmed,we may incur significant costs associated with closing those stores and our brand image may be negatively impacted.20 Our continued growth depends upon successfully opening new stores as well as integrating any acquired stores,and our failure to s
302、uccessfully open new stores or integrate acquired stores could negatively affect our business and stock price.We have grown our store count rapidly in recent years,both organically and through strategic acquisitions of competing chains.Our ability to successfully open and operate new and acquired st
303、ores is subject to a variety of risks and uncertainties,such as:identifying suitable store locations,the availability of which is beyond our control;obtaining acceptable lease terms;sourcing sufficient levels of inventory;selecting the appropriate merchandise to appeal to our customers;hiring,traini
304、ng and retaining store employees;assimilating new store employees into our corporate culture;marketing the new stores locations and product offerings effectively;avoiding construction delays and cost overruns in connection with the build out of new stores;avoiding other costs in opening new stores,s
305、uch as rebranding acquired locations and environmental liabilities;managing and expanding our infrastructure to accommodate growth;and integrating the new and acquired stores with our existing buying,distribution and other support operations.Our failure to successfully address these challenges could
306、 have a material adverse effect on our financial condition and results of operations.We opened or acquired 28 stores in fiscal 2022,15 stores in fiscal 2021,and 20 stores in fiscal 2020.We plan to continue to open or acquire new stores in the coming years;however,there can be no assurance that we wi
307、ll open or acquire new stores in fiscal 2023 or thereafter,or that any such stores will be profitable.The expansion of our store base will place increased demands on our operational,managerial and administrative resources.These increased demands could cause us to operate our existing business less e
308、ffectively,which in turn could cause the financial performance of our existing stores to deteriorate.In addition,we plan to open some new stores within existing markets.Some of these new stores may open close enough to our existing stores that a segment of customers will stop shopping at our existin
309、g stores and instead shop at the new stores,causing sales and profitability at those existing stores to decline.If this were to occur with a number of our stores,this could have a material adverse effect on our financial condition and results of operations.In addition to opening new stores,we may ac
310、quire and rebrand stores.Acquiring and integrating stores involves additional risks that could adversely affect our growth and results of operations.Newly acquired stores may be unprofitable and we may incur significant costs and expenses in connection with any acquisition including systems integrat
311、ion and costs relating to remerchandising and rebranding the acquired stores.Integrating newly acquired chains or individual stores may divert our senior managements attention from our core business.Our ability to integrate newly acquired stores will depend on the successful expansion of our existin
312、g financial controls,distribution model,information systems,management and human resources and on attracting,training and retaining qualified employees.21 As we expand our business,we may be unable to generate significant amounts of cash from operations.As we expand our business,we will need signifi
313、cant amounts of cash from operations to pay our 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 flow generated from existing stores and our e-commerce busin
314、esses to fund our current operations and our growth.It typically takes several months and a significant amount of cash to open a new store.For example,our new store model requires an average net cash investment of approximately$1.2 million.If we continue to open a large number of stores relatively c
315、lose in time,the cost of these store openings and the cost of continuing operations could reduce our cash position.An increase in our net cash outflow for new stores could adversely affect our operations by reducing the amount of cash available to address other aspects of our business.We cannot assu
316、re you that any new stores that we open will become profitable in the anticipated time frame,or at all.We cannot assure you that our existing stores,which may be currently profitable,will not cease to be profitable in the future.If our business does not generate sufficient cash flow from operations
317、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 satisfactory terms,our ability to operate and expand our business or to r
318、espond to competitive pressures would be limited and we could be required to delay,curtail or eliminate planned store openings.Moreover,if we raise additional capital by issuing equity securities or securities convertible into equity securities,your ownership may be diluted.Any debt financing we may
319、 incur may impose covenants that restrict our operations,and will require interest payments that would create additional cash demands and financial risk for us.Any significant change in our distribution model could initially have an adverse impact on our cash flows and results of operations.Our supp
320、liers ship less than half of our in-store merchandise directly to our stores and a portion of our e-commerce merchandise to our e-commerce customers.In the future,as part of our long-term strategic planning,we may change our distribution model to increase the amount of merchandise that we self-distr
321、ibute through a centralized distribution center.Changing our distribution model to increase distributions from a centralized distribution center to our stores and customers would initially involve significant capital expenditures,which would increase our borrowings and interest expense or temporaril
322、y reduce the rate at which we open new stores.In addition,if we are unable to successfully integrate a new distribution model into our operations in a timely manner,our supply chain could experience significant disruptions,which could reduce our sales and adversely impact our results of operations.I
323、f we fail to maintain good relationships with our suppliers or if our suppliers are unable or unwilling to provide us with sufficient quantities of merchandise at acceptable prices,our business and operations may be adversely affected.Our business is largely dependent on continued good relationships
324、 with our suppliers,including suppliers for our third-party branded products and manufacturers for our exclusive brand products.During fiscal 2022,merchandise purchased from our top three suppliers accounted for approximately 27%of our sales.We operate on a purchase order basis for our exclusive bra
325、nd 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 merchandise that they sell to us,enter into exclusivity arrangements with our competitors or raise prices a
326、t any time,which could have an adverse impact on our business.Deterioration in our relationships with our suppliers could have a material adverse impact on our business,and there can be no assurance that we will be able to acquire desired merchandise in sufficient quantities on terms acceptable to u
327、s in the future.Also,some of our suppliers sell products directly from their own retail stores or e-commerce websites,and therefore directly compete with us.These suppliers may decide at some point in the future to discontinue supplying their merchandise to us,supply us less desirable merchandise or
328、 raise prices on the products they do sell us,including as a result of inflationary impacts.If we lose key suppliers and are unable to find alternative suppliers to provide us with substitute merchandise for lost products,our business may be adversely affected.22 Our efforts to improve and expand ou
329、r exclusive product offerings may be unsuccessful,and implementing these efforts may divert our operational,managerial,financial and administrative resources,which could harm our competitive position and reduce our revenue and profitability.We seek to grow our business by improving and expanding our
330、 exclusive product offerings,which includes introducing new brands and growing and expanding our existing brands.The principal risks to our ability to successfully improve and expand our product offering are that:introduction of new products may be delayed,which may allow our competitors to introduc
331、e similar products in a more timely fashion,which could hinder our ability to be viewed 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 adequate controls with respect to product specification
332、s and quality,which may lead to costly corrective action and damage to our brand image;if our expanded exclusive product offerings fail to maintain and enhance our distinctive brand identity,our brand image may be diminished and our sales may decrease;and these efforts may divert our managements att
333、ention from other aspects of our business and 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 offerings may be affected by economic and competitive conditions,changes in consumer spending patterns and changes in consumer preferences,including thos
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