Boot Barn Holdings, Inc. · NYSE:BOOT

Boot Barn — Merger or Acquisition (June 2015)

14 slides from Boot Barn's merger presentation, Jun 1, 2015

  1. Slide 1: Sheplers Acquisition Announcement

    Sheplers Acquisition Announcement June 1, 2015 1

  2. Slide 2: Forward Looking Statements

    FORWARD LOOKING STATEMENTS Forward-Looking Statements This presentation contains forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical fact included in this presentation are forward-looking statements. Forward-looking statements gi

  3. Slide 3: Introduction to Sheplers

    INTRODUCTION TO SHEPLERS KEY FACTS • Authentic western retail and e-commerce business • Rich 116-year heritage – founded in 1899 • Early legacy as a catalog business, with addition of stores in 1961 and e-commerce in 19991 • Key financials (for 12 months ending March 2015)2: - Total Sales: $157 mill

  4. Slide 4: Strategic Rationale

    STRATEGIC RATIONALE 1 Creates the largest omni-channel western & work wear retailer in the United States • $83 million1 combined e-commerce revenues, representing 15% of total sales • Opportunity to run dual brand strategy with bootbarn.com and sheplers.com 2 Enhances key store markets and increases

  5. Slide 5: Transaction Summary

    TRANSACTION SUMMARY • Purchase price of $147 million TRANSACTION STRUCTURE • Sheplers Adjusted EBITDA of $14.9 million1,2 COMBINED • Sales of ~$560 million2 FINANCIAL • Adjusted EBITDA of ~$63 million1,2,3 METRICS • Immediately accretive, excluding one-time transaction and integration costs4 • Compl

  6. Slide 6: Track Record of Organic and Acquisitive Growth

    TRACK RECORD OF ORGANIC AND ACQUISITIVE GROWTH STORES E-COMMERCE SALES ($M) TOTAL SALES ($M) 200 831 5601 169 152 CAGR: 49% 403 CAGR: 346 117 115% 86 233 170 17 12 14 8 FY12 FY13 FY14 FY15 FY15 FY12 FY13 FY14 FY15 FY15 FY12 FY13 FY14 FY15 FY15 Combined Combined Combined Acquired new stores Sheplers

  7. Slide 7: Creates Largest Omni-Channel Western Wear Retailer

    1 CREATES LARGEST OMNI-CHANNEL WESTERN WEAR RETAILER E-COMMERCE PENETRATION1 OPPORTUNITY FOR DUAL BRAND STRATEGY Product / Lifestyle / Omni-Channel Direct-to-Consumer / Promotional 100% 100% 15% 4% Pre Acquisition Post Acquisition 7 1 Trailing 12 months (TTM) as of March 2015 7

  8. Slide 8: Enhances Key Store Markets

    2 ENHANCES KEY STORE MARKETS FY12 FY13 FY14 • 86 stores • 117 stores • 152 stores • 8 states • 21 states • 23 states CURRENT BOOT BARN BOOT BARN + SHEPLERS REBRANDED Sheplers stores to be rebranded Boot Barn • 175 stores • 200 stores • 28 states • 29 states 8 8

  9. Slide 9: Similar Lifestyle, Customers, Stores, Merchandise

    3 SIMILAR LIFESTYLE, CUSTOMERS, STORES, MERCHANDISE WESTERN LIFESTYLE BRAND IDENTITY WESTERN AND WORK WEAR CUSTOMER • Rodeos, stock • Strong affinity for the shows and other western lifestyle events • Broad and growing demographic • Country music • Shop both western • Social media, and work wear dig

  10. Slide 10: 5M+ Combined Customer Database

    3 5M+ COMBINED CUSTOMER DATABASE FOUR CUSTOMER CONSOLIDATED CUSTOMER TAILORED OFFER/MESSAGING SOURCES DATABASE SEGMENTS Western Work boots & work wear Boot Barn Stores Casual • Demographics bootbarn.com Integrated • Psychographics CRM • Purchase behavior Country music Database across all channels 5M

  11. Slide 11: Significant Financial Benefits

    4 SIGNIFICANT FINANCIAL BENEFITS SYNERGIES • Expected $6-8 million annual synergies Sales synergies Margin synergies • Expanded assortments (esp. • Purchasing scale work wear), upgraded stores, • Private brands penetration enhanced store disciplines • Vendor direct / container-load • Best practices

  12. Slide 12: In Conclusion: Investment Highlights

    IN CONCLUSION: INVESTMENT HIGHLIGHTS 1 Creates the largest omni-channel western & work wear retailer in the United States 2 Enhances key store markets and increases scale with a national Boot Barn brand 3 Highly complementary businesses – western lifestyle, customers, merchandise categories 4 Genera

  13. Slide 13: Appendix

    APPENDIX 13 13

  14. Slide 14: Sheplers Adjusted EBITDA Reconciliation

    SHEPLERS ADJUSTED EBITDA RECONCILIATION SHEPLERS (Unaudited) 12 months ended March (in thousands) 28, 2015 EBITDA Reconciliation: Net loss $ (2,609) Income tax benefit (1,487) Interest expense, net 9,153 Depreciation and intangible asset amortization 4,999 EBITDA 10,056 Store pre-opening and closing

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