Boot Barn Holdings, Inc.
For the period ended Mar 28, 2026. Filed May 14, 2026.
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A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2026 · Filed May 14, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2025-03-29; filed 2025-05-15.
0001558370-25-007889
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2026-03-28; filed 2026-05-14.
0001104659-26-061346
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 116 previous paragraphs and 120 current paragraphs.
77 unchanged; 37 reworded; 5 added; 2 removed; 0 previous and 1 current paragraphs rearranged.
Tables are not compared: 26 previous and 26 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (5)
Current report
as a result of lower corporate general and administrative expenses in the current-year period. Included in the prior-year period is a net benefit of $6.7 million related to the Company’s former Chief Executive Officer’s resignation.
Current report
We account for stock-based compensation in accordance with relevant authoritative literature. Our stock-based awards primarily consist of restricted stock units (“RSUs”) and performance share units (“PSUs”). These awards are measured at the grant date based on the fair value of our common stock, and compensation expense is recognized over the requisite service period.
Current report
For PSUs, the number of shares ultimately issued is dependent on the achievement of specified performance conditions. Accordingly, stock-based compensation expense for these awards requires management to estimate the likelihood and extent of achieving such performance targets, which may require judgment and is reassessed periodically.
Current report
Forfeitures for both RSUs and PSUs are recognized as incurred.
Current report
Historically, we have granted stock options and used valuation models, including the Black-Scholes option pricing model and Monte Carlo simulation, to estimate the grant-date fair value of such awards. However, we have not granted stock options in recent years.
Removed paragraphs (2)
Previous report
We account for employee stock options, restricted stock units and performance share units in accordance with relevant authoritative literature. Stock options are granted with exercise prices equal to or greater than the market value, as reported on the New York Stock Exchange (or on any other national securities exchange on which our common stock is then listed) on the date of grant as authorized by our board of directors. Stock option grants are generally subject to forfeiture if employment terminates prior to vesting. We have selected the Black-Scholes option pricing model for estimating the grant date fair value of stock option awards granted with only service conditions. We have considered the retirement and forfeiture provisions of the options and utilized the simplified method to estimate the expected life of the options. We base the risk-free interest rate on the yield of a zero-coupon U.S. Treasury security with a maturity equal to the expected life of the option from the date of the grant. Stock volatility for each grant is measured using historical daily price changes of our stock and our competitors’ common stock over the most recent period equal to the expected option term of the awards. The fair value of stock options granted with both service and market vesting conditions is estimated using a Monte Carlo simulation model. Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the requisite service period based on the number of years for which the requisite service is expected to be rendered. Forfeitures are recognized as incurred.
Previous report
The fair value of our restricted stock units and performance share units is the closing price of our common stock on the grant date.
Reworded paragraphs (37)
Previous wording
We are the largest lifestyle retail chain devoted to western and work-related footwear, apparel and accessories in the United States. As of March 29, 2025, we operated 459 stores in 49 states, as well as an e-commerce channel, consisting primarily of bootbarn.com, sheplers.com, countryoutfitter.com, idyllwind.com and third-party marketplaces. Our stores feature a comprehensive assortment of brands and styles, coupled with attentive, knowledgeable store associates. 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 lives and typically represent enduring styles that are not meaningfully impacted by changing fashion trends.
Current wording
We are the largest lifestyle retail chain devoted to western and work-related footwear, apparel and accessories in the United States. As of March 28, 2026, we operated 539 stores in 49 states, as well as our e-commerce platform, which includes our websites, mobile app, and third-party marketplaces. Our stores feature a comprehensive assortment of brands and styles, coupled with attentive, knowledgeable store associates. 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 lives and typically represent enduring styles that are not meaningfully impacted by changing fashion trends.
Previous wording
Net sales reflect revenue from the sale of our merchandise at retail locations, as well as sales of merchandise through our e-commerce websites. We recognize revenue upon the purchase of merchandise by customers at our stores
Current wording
Net sales reflect revenue from the sale of our merchandise at retail locations, as well as sales of merchandise through our e-commerce platform. We recognize revenue upon the purchase of merchandise by customers at our stores and upon delivery of the product in the case of our e-commerce websites. Net sales also include shipping and handling
Previous wording
and upon delivery of the product in the case of our e-commerce websites. Net sales also include shipping and handling fees for e-commerce shipments that have been delivered to our customers. Net sales are net of returns on sales during the period as well as an estimate of returns and award redemptions expected in the future stemming from current period sales. Revenue from the sale of gift cards is deferred until the gift cards are used to purchase merchandise.
Current wording
fees for e-commerce shipments that have been delivered to our customers. Net sales are net of returns on sales during the period as well as an estimate of returns and award redemptions expected in the future stemming from current period sales. Revenue from the sale of gift cards is deferred until the gift cards are used to purchase merchandise.
Previous wording
Our business is moderately seasonal and as a result our revenues fluctuate from quarter to quarter. In addition, our revenues in any given quarter can be affected by a number of factors including the timing of holidays and weather patterns. The third quarter of our 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. In fiscal 2025, fiscal 2024 and fiscal 2023, we generated approximately 32%, 31% and 31% of our net sales during our third fiscal quarter, respectively. In addition, neither the western nor the work component of our business has been meaningfully impacted by fashion trends or seasonality historically. We believe that many of our customers are driven primarily by utility and brand, and our best-selling styles.
Current wording
Our business is moderately seasonal and as a result our revenues fluctuate from quarter to quarter. In addition, our revenues in any given quarter can be affected by a number of factors including the timing of holidays and weather patterns. The third quarter of our 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. In fiscal 2026, fiscal 2025 and fiscal 2024, we generated approximately 31%, 32% and 31% of our net sales during our third fiscal quarter, respectively. In addition, neither the western nor the work component of our business has been meaningfully impacted by fashion trends or seasonality historically. We believe that many of our customers are driven primarily by utility and brand, and our best-selling styles.
Previous wording
Opening new stores is an important part of our growth strategy. We opened 60, 55 and 45 stores in fiscal 2025, fiscal 2024 and fiscal 2023, respectively. We also closed one store in fiscal 2025 (and none in fiscal 2024 or fiscal 2023). Accordingly, same store sales are only one measure we use to assess the success of our business and growth strategy. Some of our competitors and other retailers may calculate “same” or “comparable” store sales differently than we do. As a result, data in this annual report regarding our same store sales may not be comparable to similar data made available by other retailers.
Current wording
Opening new stores is an important part of our growth strategy. We opened 80, 60 and 55 stores in fiscal 2026, fiscal 2025 and fiscal 2024, respectively. We also closed one store in fiscal 2025 (and none in fiscal 2026 or fiscal 2024). Accordingly, same store sales is only one measure we use to assess the success of our business and growth strategy. Some of our competitors and other retailers may calculate “same” or “comparable” store sales differently than we do. As a result, data in this annual report regarding our same store sales may not be comparable to similar data made available by other retailers.
Previous wording
Gross profit is equal to our net sales less our merchandise cost of goods sold, and buying, occupancy, and distribution center expenses. Merchandise cost of goods sold includes the cost of merchandise, inbound and outbound freight, obsolescence and shrinkage provisions, supplier allowances, and inventory acquisition-related costs. Buying, occupancy, and distribution center expenses include store and distribution center occupancy costs (including rent, depreciation and utilities), occupancy-related taxes, and compensation costs for merchandise purchasing, exclusive brand design and development and distribution center personnel. These costs are significant and can be expected to continue to
Current wording
Gross profit is equal to our net sales less our merchandise cost of goods sold, and buying, occupancy, and distribution center expenses. Merchandise cost of goods sold includes the cost of merchandise, inbound and outbound freight, obsolescence and shrinkage provisions, supplier allowances, and inventory acquisition-related costs. Buying, occupancy, and distribution center expenses include store and distribution center occupancy costs (including rent, depreciation and utilities), occupancy-related taxes, and compensation costs for merchandise purchasing, exclusive brand design and development, sourcing, and distribution center personnel. These costs are significant and can be expected to
Previous wording
increase as we grow. The components of our reported cost of goods sold may not be comparable to those of other retail companies, including our competitors.
Current wording
continue to increase as we grow. The components of our reported cost of goods sold may not be comparable to those of other retail companies, including our competitors.
Previous wording
The components of our SG&A expenses may not be comparable to those of our competitors and other retailers. We expect our selling, general and administrative expenses will increase in future periods as a result of incremental share-based compensation, legal, accounting and other compliance-related expenses and increases resulting from growth in the number of our stores.
Current wording
The components of our SG&A expenses may not be comparable to those of our competitors and other retailers. We expect our selling, general and administrative expenses will increase in future periods as a result of incremental stock-based compensation, legal, accounting and other compliance-related expenses and increases resulting from growth in the number of our stores.
Previous wording
We operate on a fiscal calendar which results in a 52- or 53-week fiscal year ending on the last Saturday of March unless April 1st is a Saturday, in which case the fiscal year ends on April 1st. In a 52-week fiscal year, each quarter includes thirteen weeks of operations; in a 53-week fiscal year, the first, second and third quarters each include thirteen weeks of operations, and the fourth quarter includes fourteen weeks of operations. Fiscal 2025 and fiscal 2024 were 52-week periods and fiscal 2023 was a 53-week period. For ease of reference, we identify our fiscal years by reference to the calendar year in which the fiscal year ends.
Current wording
We operate on a fiscal calendar which results in a 52- or 53-week fiscal year ending on the last Saturday of March unless April 1st is a Saturday, in which case the fiscal year ends on April 1st. In a 52-week fiscal year, each quarter includes thirteen weeks of operations; in a 53-week fiscal year, the first, second and third quarters each include thirteen weeks of operations, and the fourth quarter includes fourteen weeks of operations. Fiscal 2026, 2025, and 2024 were each 52-week periods. For ease of reference, we identify our fiscal years by reference to the calendar year in which the fiscal year ends.
Previous wording
Net sales. Net sales in fiscal 2025 increased by $244.1 million, or 14.6%, to $1.911 billion compared to $1.667 billion in fiscal 2024. Consolidated same store sales increased 5.5%. Excluding the impact of the 9.7% increase in e-commerce same store sales, same store sales increased by 5.0%. Net sales increased primarily due to the incremental sales from new stores and the increase in consolidated same store sales.
Current wording
Net sales. Net sales in fiscal 2026 increased by $342.8 million, or 17.9%, to $2.254 billion compared to $1.911 billion in fiscal 2025. Consolidated same store sales increased 7.2%. Excluding the impact of the 15.3% increase in e-commerce same store sales, same store sales increased by 6.2%. Net sales increased primarily due to the incremental sales from new stores and the increase in consolidated same store sales.
Previous wording
Gross profit. Gross profit increased by $102.6 million, or 16.7%, to $717.0 million in fiscal 2025 from $614.4 million in fiscal 2024. As a percentage of net sales, gross profit was 37.5% and 36.9% for fiscal 2025 and fiscal 2024, respectively. Gross profit increased primarily due to an increase in sales and merchandise margin, partially offset by the occupancy costs of new stores. As a percentage of net sales, gross profit rate increased by 70 basis points driven primarily by a 130 basis-point increase in merchandise margin rate partially offset by 60 basis points of deleverage in buying, occupancy and distribution center costs. The increase in merchandise margin rate was primarily the result of supply chain efficiencies, lower shrink expense, better buying economies of scale, and growth in exclusive brand penetration. The deleverage in buying, occupancy and distribution center costs was driven by the occupancy costs of new stores.
Current wording
Gross profit. Gross profit increased by $141.3 million, or 19.7%, to $858.4 million in fiscal 2026 from $717.0 million in fiscal 2025. As a percentage of net sales, gross profit was 38.1% and 37.5% for fiscal 2026 and fiscal 2025, respectively. Gross profit increased primarily due to an increase in sales and merchandise margin, partially offset by the occupancy costs of new stores. As a percentage of net sales, gross profit rate increased by 60 basis points driven primarily by an 80 basis-point increase in merchandise margin rate partially offset by 20 basis points of deleverage in buying, occupancy and distribution center costs. The increase in merchandise margin rate was primarily the result of better buying economies of scale, growth in exclusive brand penetration, and supply chain efficiencies. The deleverage in buying, occupancy and distribution center costs was driven by the occupancy costs of new stores.
Previous wording
Selling, general and administrative expenses. SG&A expenses increased by $61.5 million, or 14.8%, to $477.7 million in fiscal 2025 from $416.2 million in fiscal 2024. SG&A expenses increased primarily as a result of higher store payroll and store-related expenses associated with operating more stores, corporate general and administrative expenses, and marketing expenses in the current year. As a percentage of net sales, SG&A expenses were 25.0% in both fiscal 2025 and fiscal 2024.
Current wording
Selling, general and administrative expenses. SG&A expenses increased by $81.5 million, or 17.1%, to $559.2 million in fiscal 2026 from $477.7 million in fiscal 2025. As a percentage of net sales, SG&A expenses were 24.8% for fiscal 2026 compared to 25.0% for fiscal 2025. SG&A expenses increased primarily as a result of higher store payroll and store-related expenses associated with operating more stores, marketing expenses, and corporate general and administrative expenses in the current year. As a percentage of net sales, SG&A leveraged by 20 basis points primarily
Previous wording
Income from operations. Income from operations increased by $41.1 million, or 20.8%, to $239.4 million for fiscal 2025 from $198.2 million for fiscal 2024. As a percentage of net sales, income from operations was 12.5% and 11.9% for fiscal 2025 and fiscal 2024, respectively. The change in income from operations was attributable to the factors noted above.
Current wording
Income from operations. Income from operations increased by $59.8 million, or 25.0%, to $299.1 million for fiscal 2026 from $239.4 million for fiscal 2025. As a percentage of net sales, income from operations was 13.3% and 12.5% for fiscal 2026 and fiscal 2025, respectively. The change in income from operations was attributable to the factors noted above.
Previous wording
Interest expense. Interest expense decreased by $0.7 million, or 33.1%, to $1.5 million in fiscal 2025 from $2.2 million in fiscal 2024. The decrease in interest expense was primarily the result ofa lower average debt balance during the fiscal year.
Current wording
Interest expense. Interest expense was $1.5 million in both fiscal 2026 and fiscal 2025.
Previous wording
Income tax expense. Income tax expense was $59.2 million in fiscal 2025 compared to $50.4 million in fiscal 2024. Our effective tax rate was 24.6% and 25.4% for fiscal 2025 and fiscal 2024, respectively. The effective tax rate for fiscal 2025 is lower than fiscal 2024 primarily due to reductions in nondeductible expenses, as well as an increase in pretax book income, partially offset by reduced stock-based compensation tax benefits.
Current wording
Income tax expense. Income tax expense was $74.7 million in fiscal 2026 compared to $59.2 million in fiscal 2025. Our effective tax rate was 24.9% and 24.6% for fiscal 2026 and fiscal 2025, respectively. The effective tax rate for fiscal 2026 is higher than fiscal 2025 primarily due to a decrease in excess tax benefits on stock-based compensation.
Previous wording
Net income. Net income increased by $33.9 million, or 23.1%, to $180.9 million in fiscal 2025 from net income of $147.0 million in fiscal 2024. The change in net income was attributable to the factors noted above.
Current wording
Net income. Net income increased by $44.9 million, or 24.8%, to $225.9 million in fiscal 2026 from net income of $180.9 million in fiscal 2025. The change in net income was attributable to the factors noted above.
Previous wording
We rely on cash flows from operating activities and our credit facility as our primary sources of liquidity. Our primary cash needs are for inventories, operating expenses, occupancy expenses, capital expenditures associated with opening new stores and remodeling or refurbishing existing stores, improvements to our distribution facilities, marketing and information technology expenditures, debt service and taxes. We have historically used cash for acquisitions and the subsequent rebranding and integration of the stores acquired in those acquisitions. In addition to cash and cash equivalents, the most significant components of our working capital are accounts receivable, inventories, accounts payable and accrued expenses and other current liabilities. We believe that cash flows from operating activities and the availability of cash under our credit facility will be sufficient to cover working capital requirements, anticipated capital expenditures and other anticipated cash needs for at least the next 12 months.
Current wording
We rely on cash flows from operating activities and our credit facility as our primary sources of liquidity. Our primary cash needs are for inventories, operating expenses, occupancy expenses, capital expenditures associated with opening new stores and remodeling or refurbishing existing stores, improvements to our distribution facilities, marketing and information technology expenditures, debt service and taxes. We have historically used cash for acquisitions and the subsequent rebranding and integration of the stores acquired in those acquisitions. In addition to cash and cash equivalents, the most significant components of our working capital are accounts receivable, inventories, accounts payable and accrued expenses and other current liabilities. We also use cash to repurchase shares of our common stock under our authorized Repurchase Program. We believe that cash flows from operating activities and the availability of cash under our credit facility will be sufficient to cover working capital requirements, anticipated capital expenditures and other anticipated cash needs for at least the next 12 months.
Previous wording
Our liquidity is moderately seasonal. Our cash requirements generally increase in our third fiscal quarter as we incur additional marketing expenses and increase our inventory in advance of the Christmas shopping season. Our cash flows from operations decreased in fiscal 2025 compared to fiscal 2024, primarily as a result of a $138.4 million increase in cash paid for inventories year-over-year, a $4.1 million decrease in cash paid for prepaid expenses and other current assets, and a $24.0 million increase in cash provided by accounts payable and accrued expenses and other current liabilities.
Current wording
Our liquidity is moderately seasonal. Our cash requirements generally increase in our third fiscal quarter as we incur additional marketing expenses and increase our inventory in advance of the Christmas shopping season. Our cash flows from operations increased in fiscal 2026 compared to fiscal 2025, primarily as a result of higher net income and a $50.6 million decrease in cash paid for inventories year-over-year.
Previous wording
As of the end of fiscal 2025, we did not have any material capital expenditure commitments. As of March 29, 2025, we did not have an amount outstanding under the Wells Fargo Revolver (as defined below). We had $250.0 million of remaining availability under the Wells Fargo Revolver and $69.8 million of cash on hand as of March 29, 2025. Our primary ongoing sources of liquidity include funds provided by operations and borrowings under our revolving credit facility. We expect our cash from operations will continue to be sufficient to support our operations and anticipated capital expenditures for the foreseeable future. We estimate that our capital expenditures in fiscal 2026 will be between approximately $115.0 million and $120.0 million, which is net of estimated landlord tenant allowances of $35.5 million. We anticipate that we will use cash flows from operations to fund these expenditures.
Current wording
As of the end of fiscal 2026, we did not have any material capital expenditure commitments. As of March 28, 2026, we did not have an amount outstanding under the Wells Fargo Revolver (as defined below). We had $250.0 million of remaining availability under the Wells Fargo Revolver and $141.0 million of cash on hand as of March 28, 2026. Our primary ongoing sources of liquidity include funds provided by operations and borrowings under our revolving credit facility. We expect our cash from operations will continue to be sufficient to support our operations and anticipated capital expenditures for the foreseeable future. We estimate that our capital expenditures in fiscal 2027 will be between approximately $125.0 million and $130.0 million, which is net of estimated landlord tenant allowances of $47.6 million. We anticipate that we will use cash flows from operations to fund these expenditures.
Previous wording
The amounts outstanding under the Wells Fargo Revolver and letter of credit commitments as of March 29, 2025 were zero and $2.9 million, respectively. The amounts outstanding under the Wells Fargo Revolver and letter of credit commitments as of March 30, 2024 were zero and $2.3 million, respectively. Total interest expense incurred in fiscal 2025 on the Wells Fargo Revolver was $0.8 million and the weighted average interest rate for fiscal 2025 was 7.8%. Total interest expense incurred in fiscal 2024 on the Wells Fargo Revolver was $1.7 million and the weighted average interest rate for fiscal 2024 was 7.0%. Total interest expense incurred in fiscal 2023 on the Wells Fargo Revolver was $5.2 million and the weighted average interest rate for fiscal 2023 was 4.3%.
Current wording
The amounts outstanding under the Wells Fargo Revolver and letter of credit commitments as of March 28, 2026 were zero and $4.0 million, respectively. The amounts outstanding under the Wells Fargo Revolver and letter of credit commitments as of March 29, 2025 were zero and $2.9 million, respectively. Total interest expense incurred in fiscal 2026 on the Wells Fargo Revolver was $0.8 million and the weighted average interest rate for fiscal 2026 was 6.9%. Total interest expense incurred in fiscal 2025 on the Wells Fargo Revolver was $0.8 million and the weighted average interest rate for fiscal 2025 was 7.8%. Total interest expense incurred in fiscal 2024 on the Wells Fargo Revolver was $1.7 million and the weighted average interest rate for fiscal 2024 was 7.0%.
Previous wording
Cash and cash equivalents were $69.8 million as of March 29, 2025 compared to $75.8 million as of March 30, 2024.
Current wording
Cash and cash equivalents were $141.0 million as of March 28, 2026 compared to $69.8 million as of March 29, 2025.
Previous wording
Net cash provided by operating activities was $236.1 million for fiscal 2024. The significant components of cash flows provided by operating activities were net income of $147.0 million, the add-back of non-cash depreciation and amortization expense of $49.5 million and stock-based compensation expense of $12.9 million. Inventories increased $9.6 million as a result of an increase in purchases. Accounts payable and accrued expenses and other current liabilities decreased by $5.8 million due to the timing of payments.
Current wording
Net cash provided by operating activities was $304.9 million for fiscal 2026. The significant components of cash flows provided by operating activities were net income of $225.9 million, the add-back of non-cash depreciation and amortization expense of $78.7 million and stock-based compensation expense of $16.1 million. Inventories increased $97.4 million as a result of an increase in purchases. Accounts payable and accrued expenses and other current liabilities increased by $27.6 million due to the timing of payments.
Previous wording
Net cash used in investing activities was $118.8 million for fiscal 2024, which was primarily attributable to capital expenditures related to store construction, investments in our Kansas City, Missouri distribution center, improvements to our e-commerce information technology infrastructure, and improvements to our distribution facilities.
Current wording
Net cash used in investing activities was $178.8 million for fiscal 2026, which was primarily attributable to capital expenditures related to store construction, improvements to our distribution center facilities, and investments in our new Store Support Center.
Previous wording
Net cash used in financing activities was $59.6 million for fiscal 2024. We paid $66.0 million on our revolving line of credit and paid $2.5 million in taxes related to the vesting of restricted stock. We also received $9.7 million from the exercise of stock options.
Current wording
Net cash used in financing activities was $54.8 million for fiscal 2026. We paid $50.0 million to repurchase shares of our common stock and $4.3 million in taxes related to the vesting of restricted stock.
Previous wording
As of March 29, 2025, we did not have an amount outstanding under the Wells Fargo Revolver. The maturity date of the Wells Fargo Revolver is July 11, 2027.
Current wording
As of March 28, 2026, there were no amounts outstanding under the Wells Fargo Revolver. The maturity date of the Wells Fargo Revolver is July 11, 2027.
Previous wording
The policies and estimates discussed below involve the selection or application of alternative accounting policies that are material to our financial statements. With respect to critical accounting policies, even a relatively minor
Current wording
The policies and estimates discussed below involve the selection or application of alternative accounting policies that are material to our financial statements. With respect to critical accounting policies, even a relatively minor variance between actual and expected experience can potentially have a materially favorable or unfavorable impact on
Previous wording
variance between actual and expected experience can potentially have a materially favorable or unfavorable impact on subsequent results of operations. However, our historical results for the periods presented in our financial statements have not been materially impacted by such variances. Our accounting policies are more fully described in Note 2 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. Management has discussed the development and selection of these critical accounting policies and estimates with our board of directors.
Current wording
subsequent results of operations. However, our historical results for the periods presented in our financial statements have not been materially impacted by such variances. Our accounting policies are more fully described in Note 2 to our consolidated financial statements included in Part II, Item 8 of this Annual Report on Form 10-K. Management has discussed the development and selection of these critical accounting policies and estimates with our board of directors.
Previous wording
Sales are recognized at the time of purchase by customers at our retail store locations. Sales are recorded net of taxes collected from customers. Transfer of control takes place at the point at which the customer receives and pays for the merchandise at the register. For e-commerce sales, revenue is recognized when control transfers to the customer, which generally occurs upon delivery of the product. On average, customers receive goods within approximately five days of being ordered. The estimate of the transit times for these shipments is based on shipping terms and historical delivery times. Shipping and handling fees billed to customers for online sales are included in net sales and the related shipping and handling costs are classified as cost of goods sold in the consolidated statements of operations.
Current wording
Sales are recognized at the time of purchase by customers at our retail store locations. Sales are recorded net of taxes collected from customers. Transfer of control takes place at the point at which the customer receives and pays for the merchandise at the register. For e-commerce sales, revenue is recognized when control transfers to the customer, which generally occurs upon delivery of the product. On average, customers receive goods within four days of being ordered. The estimate of the transit times for these shipments is based on shipping terms and historical delivery times. Shipping and handling fees billed to customers for online sales are included in net sales and the related shipping and handling costs are classified as cost of goods sold in the consolidated statements of operations.
Previous wording
We reserve for projected merchandise returns based upon historical experience and various other assumptions that we believe to be reasonable. Customers can return merchandise purchased in-store within 30 days of the original purchase date and can return merchandise purchased at bootbarn.com, countryoutfitter.com, sheplers.com and idyllwind.com within 60 days of the original purchase date. Merchandise returns are often resalable merchandise and the purchase price is generally refunded by issuing the same tender used in the original purchase. Merchandise exchanges of the same product and price are not considered merchandise returns and, therefore, are not included in the population when calculating our sales returns reserve. We record the impact of adjustments to our sales returns reserve quarterly within total net sales. Should the returns rate as a percentage of net sales significantly change in future periods, it could have a material impact on our results of operations.
Current wording
We reserve for projected merchandise returns based upon historical experience and various other assumptions that we believe to be reasonable. Customers can return merchandise purchased in-store within 30 days of the original purchase date and can return merchandise purchased on our e-commerce platform within 60 days of the original purchase date. Merchandise returns are often resalable merchandise and the purchase price is generally refunded by issuing the same tender used in the original purchase. Merchandise exchanges of the same product and price are not considered merchandise returns and, therefore, are not included in the population when calculating our sales returns reserve. We record the impact of adjustments to our sales returns reserve quarterly within total net sales. Should the returns rate as a percentage of net sales significantly change in future periods, it could have a material impact on our results of operations.
Previous wording
We maintain a customer loyalty program at the stores and bootbarn.com. Under the program, customers accumulate points based on purchase activity. For customers to maintain their active point balance, they must make a qualifying purchase of merchandise at least once in a 365-day period. Once a loyalty program member achieves a certain point level, the member earns awards that may be redeemed for credits on merchandise purchases. To redeem awards, the member must make a qualifying purchase of merchandise within 60 days of the date the award was granted. Unredeemed awards and accumulated partial points are accrued as unearned revenue until redemption or expiration and, upon redemption and expiration, as an adjustment to net sales using the relative standalone selling price method. If actual redemptions ultimately differ from accrued redemption levels, or if we further modify the terms of the program in a way that affects expected redemption value and levels, we could record adjustments to the unearned revenue accrual, which would affect net sales.
Current wording
We maintain a customer loyalty program under which members accumulate points based on purchase activity. For members to maintain their active point balance, they must make a qualifying purchase of merchandise at least once in a 365-day period. Once a loyalty program member achieves a certain point level, the member earns awards that may be redeemed for credits on merchandise purchases. To redeem awards, the member must make a qualifying purchase of merchandise within 60 days of the date the award was granted. Unredeemed awards and accumulated partial points are accrued as unearned revenue until redemption or expiration and, upon redemption and expiration, as an adjustment to net sales using the relative standalone selling price method. If actual redemptions ultimately differ from accrued redemption levels, or if we further modify the terms of the program in a way that affects expected redemption value and levels, we could record adjustments to the unearned revenue accrual, which would affect net sales.
Previous wording
Operating and finance lease liabilities are recognized at the lease commencement date based on the present value of the fixed lease payments using the Company's incremental borrowing rates for its population of leases. The Company does not separate lease and non-lease components for all of its leases, and leases with an initial term of 12 months or less are excluded from balance sheet capitalization. Related operating and finance lease right-of-use assets are recognized based on the initial present value of the fixed lease payments, reduced by cash payments received from
Current wording
Operating and finance lease liabilities are recognized at the lease commencement date based on the present value of the fixed lease payments using the Company's incremental borrowing rates for its population of leases. The Company does not separate lease and non-lease components for all of its leases. Related operating and finance lease right-of-use assets are recognized based on the initial present value of the fixed lease payments, reduced by cash payments received from landlords as lease incentives, plus any prepaid rent and other direct costs from executing the leases. Amortization of both operating and finance lease right-of-use assets is performed on a straight-line basis and recorded as part of rent expense. The majority of total lease costs is recorded as part of cost of goods sold, with the
Previous wording
landlords as lease incentives, plus any prepaid rent and other direct costs from executing the leases. Amortization of both operating and finance lease right-of-use assets is performed on a straight-line basis and recorded as part of rent expense in cost of goods sold and selling, general and administrative expenses on the consolidated statements of operations. The majority of total lease costs is recorded as part of cost of goods sold, with the balance recorded in selling, general and administrative expenses on the consolidated statements of operations. The interest expense amortization component of the finance lease liabilities is recorded within interest expense on the consolidated statements of operations.
Current wording
balance recorded in selling, general and administrative expenses on the consolidated statements of operations. The interest expense amortization component of the finance lease liabilities is recorded within interest expense on the consolidated statements of operations.
Previous wording
Goodwill and indefinite-lived intangible assets. Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the acquired net tangible and intangible assets. Intangible assets with indefinite lives include the Boot Barn trademark that was acquired as part of the recapitalization with Freeman Spogli & Co. on December 12, 2011, the Sheplers trademark acquired as part of our acquisition of Sheplers, Inc. and Sheplers Holding Corporation in June of fiscal 2016, the cost to register the Boot Barn trademark in Hong Kong, and the www.countryoutfitter.com website trademark we acquired as part of our asset acquisition in February of fiscal 2017. We test goodwill and indefinite-lived intangible assets for impairment at least annually on the first day of the fourth quarter or more frequently if indicators of impairment exist, in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350,Goodwill and Other. This guidance provides us the option to first assess qualitative factors such as macroeconomic conditions, industry and market considerations, cost factors, overall financial performance and other relevant entity-specific events to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value.
Current wording
Goodwill and indefinite-lived intangible assets. Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the acquired net tangible and intangible assets. Intangible assets with indefinite lives include the Boot Barn trademark that was acquired as part of the recapitalization with Freeman Spogli & Co. on December 12, 2011, the Sheplers trademark acquired as part of our acquisition of Sheplers, Inc. and Sheplers Holding Corporation in June of fiscal 2016, the cost to register the Boot Barn trademark in Hong Kong, the www.countryoutfitter.com website trademark we acquired as part of our asset acquisition in February of fiscal 2017, and the purchase of the codyjames.com domain in fiscal 2026. We test goodwill and indefinite-lived intangible assets for impairment at least annually on the first day of the fourth quarter or more frequently if indicators of impairment exist, in accordance with the provisions of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 350,Goodwill and Other. This guidance provides us the option to first assess qualitative factors such as macroeconomic conditions, industry and market considerations, cost factors, overall financial performance and other relevant entity-specific events to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value.
Previous wording
GAAP has established guidance for reporting information about a company’s operating segments, including disclosures related to a company’s products and services, geographic areas and major customers. The Company monitors and reviews its segment reporting structure in accordance with authoritative guidance to determine whether any changes
Current wording
GAAP has established guidance for reporting information about a company’s operating segments, including disclosures related to a company’s products and services, geographic areas and major customers. The Company monitors and reviews its segment reporting structure in accordance with authoritative guidance to determine whether any changes have occurred that would impact its reportable segments. The Company operates as one operating and one reportable
Previous wording
have occurred that would impact its reportable segments. The Company operates as one operating and one reportable segment. Further, the Company’s operations represent one reporting unit for the purpose of its goodwill impairment analysis.
Current wording
segment. Further, the Company’s operations represent one reporting unit for the purpose of its goodwill impairment analysis.
Previous wording
Definite-lived intangible assets and long-lived assets. Definite-lived intangible assets consist of certain customer lists. Customer lists are amortized over a five-year useful life based on their estimated attrition rate.
Current wording
Definite-lived intangible assets and long-lived assets. Definite-lived intangible assets historically consisted of customer lists, which were amortized over a five-year useful life based on their estimated attrition rates. As of March 28, 2026, these assets were fully amortized.
Previous wording
We account for income taxes in accordance with FASB ASC Topic 740,Income Taxes (“ASC 740”), which requires the asset and liability approach for financial accounting and reporting of income taxes. Deferred tax assets and liabilities are attributable to differences between financial statement and income tax reporting. Deferred tax assets, net of any valuation allowances, represent the future tax return consequences of those differences and for operating loss and tax credit carryforwards, which will be deductible when the assets are recovered. Deferred tax assets are reduced by a valuation allowance if it is deemed more likely than not that some or all of the deferred tax assets will not be realized. In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.
Current wording
valuation allowance if it is deemed more likely than not that some or all of the deferred tax assets will not be realized. In assessing the realizability of deferred tax assets, we consider whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. We consider the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
We account for income taxes in accordance with FASB ASC Topic 740,Income Taxes (“ASC 740”), which requires the asset and liability approach for financial accounting and reporting of income taxes. Deferred tax assets and liabilities are attributable to differences between financial statement and income tax reporting. Deferred tax assets, net of any valuation allowances, represent the future tax return consequences of those differences and for operating loss and tax credit carryforwards, which will be deductible when the assets are recovered. Deferred tax assets are reduced by a