BOOT - NYSE

Good day, everyone, and welcome to the Boot Barn Holdings Third Quarter 2024 Earnings Call. As a reminder, this call is being recorded. Now I'd like to turn the conference over to your host, Mr. Mark Dedovesh, Senior Vice President of Financial Planning. Please go ahead, sir.

Thank you. Good afternoon, everyone. Thank you for joining us today to discuss Boot Barn's third quarter fiscal 2024 earnings results. With me on today's call are Jim Conroy, President and Chief Executive Officer, and Jim Watkins, Chief Financial Officer. A copy of today's press release along with a supplemental financial presentation is available on the Investor Relations section of Boot Barn's website at bootbarn.com. Shortly after we end this call, a recording of the call will be available as a replay for 30 days on the Investor Relations section of the company's website. I would like to remind you that certain statements we will make in this presentation are forward-looking statements. These forward-looking statements reflect Boot Barn's judgment and analysis only as of today, and actual results may differ materially from current expectations based on a number of factors affecting Boot Barn's business. Accordingly, you should not place undue reliance on these forward-looking statements. For a more thorough discussion of the risks and uncertainties associated with the forward-looking statements to be made during this conference call and webcast, we refer you to the disclaimer regarding forward-looking statements that is included in our third quarter fiscal 2024 earnings release as well as our filings with the SEC referenced in that disclaimer. We do not undertake any obligation to update or alter any forward-looking statements whether as a result of new information, future events, or otherwise. I will now turn the call over to Jim Conroy, Boot Barn's President and Chief Executive Officer. Jim?

Thank you, Mark, and good afternoon. Thank you, everyone, for joining us. On this call, I will review our third quarter fiscal 2024 results, discuss the progress we have made across each of our four strategic initiatives, and provide an update on current business. Following my remarks, Jim Watkins will review our financial performance in more detail and then we will open the call up for questions. We are pleased with our third quarter results, which marks the highest sales volume in Boot Barn's history. During the quarter, total sales grew by 1.1% driven by the 49 new stores added over the last 12 months. It's worth noting that except for three COVID-impacted quarters, we have grown sales on a year-over-year basis every quarter since we went public nearly 10 years ago. The incremental revenue from new stores was partially offset by a 9.7% decline in same-store sales. To put this performance in perspective, our third quarter sales are up 83% from pre-pandemic levels with our same-store sales up almost 50% on a four-year stack basis over that same period. Additionally, we achieved 300 basis points of merchandise margin expansion during the quarter, comprised of 250 basis points of freight improvement and 50 basis points of product margin expansion. The growth in product margin was driven by more than 300 basis points increase in exclusive brand penetration, a reduced level of promotional activity, and buying economies of scale. The strength in sales and gross margin combined with solid expense control drove a 30 basis point increase in operating margin and earnings per diluted share of $1.81 during the quarter, up from $1.74 a year ago, and more than double our earnings per share in the same quarter pre-pandemic. We believe this demonstrates the ability of the Boot Barn model to utilize multiple levers to drive earnings growth and the team's ability to execute at a high level. As we approach the last two months of fiscal 2024 and prepare for 2025, we will maintain our focus on executing against our four strategic initiatives. I'd like to spend a few minutes providing an update on each of them beginning with expanding our store base. With 382 stores today, we're the largest player in the Western and work wear industry. In the quarter, we added 11 new stores as we expand our footprint across the country. As a reminder, we typically underwrite the investment in a new store expecting revenue of approximately $2 million with a two to three-year payback. The performance of the most recent 100 new stores has been considerably better than this model with new store revenue projected to generate more than $3 million on average or 50% higher than the typical investment thesis with an accelerated payback of approximately 18 months. And if we view this on a shorter timeline, the most recent 45 stores that have been opened one full calendar year, opening before December 2022, have generated approximately $3.3 million of annual revenue on average over the last 12 months. We believe that the combination of 15% new store openings, a 60% return on capital, and the opportunity to more than double our units is one of the strongest, most compelling growth stories in the retail industry. Moving to our second initiative, driving same-store sales growth. Our third quarter same-store sales declined 9.7% within the guidance range we outlined in November. The decline was driven by lower transactions, partially offset by higher AUR and transaction size. The more functional categories such as men's Western boots and apparel and work boots, while still negative mid-single-digit on a comp basis, outperformed the more discretionary ladies Western departments. Geographically, the West and North regions were slightly better than chain average and the South and East were slightly worse than chain average. As I reflect on our execution in the quarter, I'm very proud of the entire cross functional team. The merchandising team managed inventory levels extremely well, improving product margin and constraining growth in clearance merchandise despite a nearly double-digit decline in same-store sales. The stores team also performed quite well as evidenced by earning the highest customer service scores for any holiday quarter in the history of Boot Barn. They also supported our omnichannel business by fulfilling more than 45% of our total e-commerce orders over the holiday period. Before moving on to the next strategic initiative, I do want to provide a bit of historical perspective to our recent same-store sales results. I think it is helpful to remember that our average store volume increased by more than 50% beginning in March of 2021, and has remained at elevated levels for nearly three full years now. On a year-to-date basis, our retail store and same-store sales have declined by approximately 6%, cycling plus 2% for the full year of fiscal '23 and plus 57% a year prior to that. Going forward, while same-store sales may continue to be negative for the near future, we believe it is unlikely that we will forfeit a significant portion of the higher average store sales volume. Similarly, when we look at our customer count metrics, we reached the same conclusion. The elevated level of average store volume that began a few years ago was a result of a nearly 50% growth in new customers in a comp store and most of those customers became repeat purchasers. These two statistics give us confidence and our belief that we will likely maintain most of the elevated sales and an average store going forward. Moving to our third initiative, strengthening our omnichannel leadership. In the third quarter, our e-commerce sales declined 11.5%. Our online channel has felt pressure due to less efficient online marketing spend, partly caused by an increase in digital spend by a handful of vendors and competitors. To add some more color, our Bootbarn.com business comped down low-single-digits in the quarter and approximately three-fourth of the decline was due to the erosion of paid demand. Our other two sites, Sheplers and Country Outfitters, are more dependent on paid traffic, so the erosion of paid demand has a significant impact on them. Our objective continues to be to maximize profitability for our online business, so we will remain disciplined with our digital spend so as not to erode earnings and our desire to grow the top-line sales. Operationally, we have improved our ability to fulfill demand from nearly all of our store and warehouse locations across the country. This enabled us to commit to a pre-Christmas delivery later in the season than ever before. Now to our fourth strategic initiative, exclusive brands. Exclusive brands penetration increased 310 basis points in the quarter to 37.3% I'm pleased with this result, particularly as we were able to achieve healthy growth in penetration despite softness in our Ladies' business, which over indexes to exclusive brands. In the quarter, we did launch a brand extension in approximately 50 stores, called Cody James Black, which targets a higher-end customer for men's cowboy boots and cowboy hats. While this will be a relatively small contributor to the overall exclusive brand business, we do feel great about the initial results and are in the process of extending the new assortment to 200 stores. Looking back over the last three years, we've expanded Exclusive Brands' penetration 1,400 basis points, far exceeding our historical goal of 250 basis points per year. This growth is a testament to the team's ability to develop world-class brands and compelling merchandise assortments. Turning to current business. Through the first four weeks of our fiscal fourth quarter, our preliminary consolidated same-store sales have declined 8.1% compared to the prior year period. On the surface, this is only a modest sequential improvement in our sales trend. However, we did see significant disruption in the business in the second and third week of the month due to a winter weather pattern that forced store closures, reduced operating hours, and presented significant travel challenges for customers. When we evaluate the business by region, the same-store sales trend in the South and West regions, which were less impacted by the weather, has improved sequentially from the prior quarter by more than 5 points of comp. Conversely, the North and East regions, which were impacted by the weather, have deteriorated sequentially from the third quarter by approximately 4 points of comp. While significant variability in weekly comp sales persists, we believe the underlying tone of the business has improved compared to the holiday quarter. I'd like to now turn the call over to Jim.

Thank you, Jim. In the third quarter, net sales increased 1.1% to $520 million. Our sales performance benefited from new stores opened during the past 12 months, partially offset by same-store sales decline of 9.7% comprised of a decrease in retail store same-store sales of 9.4% and a decrease in e-commerce same-store sales of 11.5%. Gross profit increased 6% to $199 million or 38.3% of sales compared to gross profit of $188 million or 36.5% of sales in the prior year period. The 180 basis point increase in gross profit rate resulted from a 300 basis point increase in merchandise margin rate, partially offset by 120 basis points of deleverage in buying, occupancy, and distribution center costs. The increase in merchandise margin rate was driven by a 250 basis point improvement in freight expense as a percentage of sales and 50 basis points of product margin expansion. Selling, general, and administrative expenses for the quarter were $124 million or 23.8% of sales, compared to $115 million or 22.4% of sales in the prior year period. The increase in SG&A expenses compared to the prior year period was primarily a result of higher overhead costs and store payroll associated with operating an additional 49 stores when compared to the prior year period. Income from operations was $75 million or 14.4% of sales in the quarter, compared to $72 million or 14.1% of sales in the prior year period. Net income was $56 million or $1.81 per diluted share compared to $53 million or $1.74 per diluted share in the prior year period. Turning to the balance sheet. On a consolidated basis, inventory decreased 5% over the prior year period to $563 million and decreased 1% on a same-store basis. We finished the quarter with $107 million in cash and zero drawn on our $250 million revolving line of credit. I would now like to provide an update on our fourth quarter guidance, which is outlined in our supplemental financial presentation. As the presentation lays out the low and high end of our guidance range, I will only speak to the high end of the range in my following remarks. As we look to the fourth quarter, we expect total sales to be $386 million. We expect a same-store sales decline of 6.3% with retail store same-store sales declining 5.5% and e-commerce same-store sales declining 13%. We expect to open 15 new stores with all openings scheduled for the second half of the quarter. As a reminder, this year's fourth quarter includes 13 weeks of sales compared to 14 weeks of sales in the fourth quarter last year. We expect fourth-quarter gross profit to be $136 million or approximately 35.2% of sales. Gross profit reflects an estimated 160 basis point increase in merchandise margin rate, including a 140 basis point improvement in freight expense year-over-year and a 20 basis point improvement in product margin. Included in the product margin growth, we expect fourth quarter exclusive brand penetration to be flat to down 100 basis points when compared to last year. As a reminder, exclusive brand penetration grew 770 basis points in the fourth quarter last year. The driver of the slowdown besides wrapping remarkable growth the past few years is primarily due to the softer ladies business, which penetrates at a higher rate of exclusive brand sales. We anticipate 310 basis points of deleverage in buying, occupancy, and distribution center costs as we cycle a 15-week quarter in the fourth quarter last year -- 14-week quarter in the fourth quarter last year. Our income from operations is expected to be $38 million or 9.8% of sales. We expect earnings per diluted share to be $0.92. As a result of our year-to-date performance and our updated estimates for the rest of the year, we are updating our full-year guidance. For the full fiscal year, we now expect total sales to be $1.66 billion, representing growth of 0.4% over fiscal '23, which as a reminder was a 53-week year. This compares to our previous guidance of $1.70 billion. We expect same-store sales to decline 6.3% with retail store same-store sales decline of 5.5% and e-commerce same-store sales decline of 11.7%. This update compares to our previous guidance of a consolidated same-store sales decline of 5%. We now expect gross profit to be $611 million or approximately 36.7% of sales. Gross profit reflects an estimated 170 basis point increase in merchandise margin, including a 130 basis point improvement from freight expense and a 40 basis point improvement from product margin. We anticipate 180 basis points of deleverage in buying, occupancy, and distribution center costs. We now project 370 basis points of growth in exclusive brand penetration for the full year, bringing our total penetration to 37.7%. Our income from operations is expected to be $198 million or 11.9% of sales. We expect net income for fiscal '24 to be $146 million and earnings per diluted share to be $4.75. I'd now like to talk about our fiscal year 2025 that begins on March 31. While it is premature to fully outline our guidance for next year, we thought it would be helpful to share our thoughts on select components of the P&L as we get ready to begin our annual budget planning process. During fiscal year 2025, we again plan to open 15% new units and these new stores are expected to generate at least $3 million of sales during the first 12 months of business. We expect to achieve approximately 25 basis points of product margin expansion through exclusive brand penetration growth and better economies of scale with our vendor partners. Additionally, we expect to see a reduction in our overall supply chain costs that will benefit our merchandise margin beyond the 25 basis points of product margin expansion I just mentioned. These improvements are part of our larger efforts to manage expenses and drive efficiency in the business. As we look to SG&A expenses, we've outgrown our corporate office building in Irvine, California, which we first moved into in 2016. We signed a lease for a building nearby and we'll move during the third or fourth quarter of fiscal '25. The increased lease costs and associated depreciation will put some pressure on the SG&A line. We will provide more detailed financial projections on our May earnings call. Now, I would like to turn the call back to Jim for some closing remarks.

Thank you, Jim. We are pleased with our ability to execute during the third quarter where we were able to grow sales and earnings despite a negative same-store sales results. Further, it is encouraging to see that there has been only modest decline in our average store sales volumes since the outsized increase that began in March of '21. I'm very proud of the team across the country. I want to thank you all for your dedication to Boot Barn. Now, I'd like to open the call to take your questions. Camilla?

[Operator Instructions] Our first question will come from the line of Matthew Boss with JPMorgan. Please proceed with your question.

Great. Thanks. So, maybe first question, Jim, near term, could you elaborate on the regional improvement that you cited in January sales relative to November, December outside of weather, maybe at a category level? And then just to follow-up on your -- on the total company average unit volume, so multi-year you've seen average unit volumes moved from, I think it was $2.6 million pre-pandemic to a peak of a bit over $4 million, and I think we're just under $4 million today. I guess, what do you see as this sustainable AUV for the company going forward and what supports the structural improvement?

Sure. On the first one, your first question was around sales by week in January, and actually it was sales by week in January by category, essentially what happened was, weeks one and four had temperate weather; weeks two and three, we had the winter storm that went across most of the country. The two regions for us, the West, which is Arizona and California and Nevada and a couple of others, and then South, which is Texas and a few other states, didn't feel the weather quite as much as the other two regions, so their business actually improved by about 5 points sequentially from the holiday quarter. The other two regions, we had just -- and as you know, Matt, we almost never call out weather, in this case, we had stores closing early or not opening at all, and we had a lot of customers that just couldn't get out and drive to stores, so those two regions, our North region and our East region, their business decelerated by 4 points of comp from the third quarter. So, we -- as I said in my prepared remarks, we believe that the overall tone of the business has improved from the holiday quarter. In terms of your second question around average unit volume, I think your before number is in the ballpark. We used to be $2.6 million. Actually, if you go back just five years or something we were at $2.2 million and then we've grown to much more than that. One of the ways to think about it is we looked at a base of stores that were open in Q3 of fiscal '20 or had been open, we looked at a comp base, if you will, of 234 stores and those stores were at $2.9 million average unit volume. Those same-stores are now at $4.4 million average unit volume. So that $2.9 million went to $4.4 million for that base of stores and I think that's greater than a 50% increase, right, $1.5 million on $2.9 million, I like doing math live with other people listening. If we want to think of the whole chain where our average unit volume is going forward, it's still north of $4 million, and embedded in your question is what's driven that, the single biggest thing that's driven that is we've added customers tremendously over the last four or five years in total, of course, part of that driven by new stores. But also on a comp store basis, so our customer count on a comp store basis is up approximately 50% also. When you put all those facts together, we look at the business over an extended period of time and see nothing like tremendous growth and on a year-to-date basis, we're down roughly 6% in our retail stores. When we cycle plus two and a plus 57, we actually feel pretty good about that number.

Got it. And then maybe for Jim Watkins, just on flow through in the model, could you elaborate on the magnitude of buying and occupancy and SG&A deleverage in the fourth quarter? And just how best to size up as we think multi-year, the magnitude of the supply chain efficiencies you cited, and how that may impact fixed cost leverage hurdles in the model moving forward?

Sure. Yes, as we look to the fourth quarter, you're right, given that 14-week period, we do have higher deleverage and so if I look to the high end of the guide and again I'd point you to the Slide on Page 20, where we kind of go through the different components of that, that is 310 basis points of buying, occupancy, and DC deleverage during that fourth quarter. And then as we look to SG&A for the same period, the OpEx, it's 340 basis points. And the one thing I would remind you on, particularly around the SG&A deleverage, it's a little more outsized and part of that is because of some unique factors that are working against us. Besides the negative same-store sales for the quarter and the 14-week period, you'll remember, last year in the fourth quarter, when we gave our report on that as our sales turned negative as we got out of January and went into February and they deteriorated a little bit more as we got into March, we pulled back on several expenses such as marketing and then we had reversed incentive-based compensation. And so those are things that create a little bit more deleverage as we get into the fourth quarter around SG&A. As far as the magnitude of the supply chain improvements that we're expecting to see as we get into next year, we'll give you more color on that and how they impact the leverage points, but the way I would model those out right now is around $6 million of an annual run rate in next year. And -- again, we'll give you more color on that as we look beyond, but that should be something that continues with us as we get into the years beyond fiscal '25.

Great. That's great color. Thanks again. Best of luck.

Thanks, Matt.

Thanks, Matt.

Thank you. Your next question comes from the line of Steven

Great. Good afternoon. Thanks for taking my question. I wanted to follow up on Matt's question and maybe drill down on the preliminary commentary you gave about fiscal '25. You gave some details there, but I was curious how you think about the potential recovery in same-store sales, do you see that being transaction-driven? How do you think about that happening by category? Do you need the discretionary business to get a bit better? Any sort of commentary you gave would be appreciated.

Sure. Yes, as we look to -- on the same-store sales guide for the year, again, it's a little early for us to guide that's why we're not providing a lot of commentary around that. As far as the recovery goes, if we look at the components, the average unit retail -- I think a lot of the big price increases are behind us, low-single-digit increase in AUR is probably the way I think about that, and so any recovery that we see as we get into next year, we would expect to be transaction based in nature.

And from a category perspective, does it -- I guess from a discretionary standpoint that's been the most challenged category, do you think that needs to stabilize or could we start to see that improve at some point, how do you think about that?

I think it's a good question. I think the Ladies' businesses, which in an abbreviated way, we call all discretionary, which isn't completely true, but that business has been a drag on recent same-store sales, and we'd like that to get back to even just flat, so it's less of a drag. We do think that business has some unique challenges simply in the sense that we're cycling just giant numbers, 100% comp in the Ladies business a couple of years ago. So that -- if that can get back to low-single-digit declines or flat, that would help the overall math of course. What we'd really like to see though is, we -- when we look at our third quarter, the declines were broad-based, so ladies was worse, but most of the other businesses also were down on a comp basis. So going forward, I do think there is some optimism that our core customer is relatively healthy and is mostly employed. I think they are feeling the impacts of inflation still, and I think there is an overall concern around the economy, maybe geopolitical factors, et cetera. So I think there is a tendency to push off spending, but I don't think there's any endemic challenges with the health of our customer. So as we look into fiscal '25, I think there is a possibility that we'll get back to positive comps over the next few quarters.

Okay. Thanks for the detail.

Thank you. Our next question comes from the line of Max Rakhlenko with TD Cowen. Please proceed with your question.

Great. Thanks a lot. Jim, just curious if you could actually elaborate on that last comment, just any color on when you think comps could flip positive as the underlying trends do appear to be improving, and then compares will ease pretty meaningfully, sequentially over the next couple of months.

Max, I wish I could give you a date among the quarter, it's very difficult to predict comps going forward and I recognize that's very important to the folks on this call. What we can predict with a fairly high degree of certainty is we're going to open 50 or 60 stores next year. They're going to do $3 million or more. We think we still have the opportunity to grow merchandise margin. We still are by far the biggest company in the industry. So while I can't give you a specific day or timing for reversion to positive same-store sales growth, nearly everything else in the business is just operating extraordinarily well. So we'll manage our inventory levels based on the same-store sales trends that we're currently facing. We are able to continue to grow merchandise margin even at a negative same-store sales environment. We don't -- we haven't built up a tremendous amount of clearance markdowns. So we're managing through the current sales trend, I think, extremely well. And for the folks that work for the company, we all recognize that we've had sort of a once in a lifetime uptick in sales a couple of years ago and to give back just a small portion of it really hasn't bothered the company. And again, I recognize that the folks on the call buy and sell the stock based on the most recent quarter same-store sales, that may not give you a lot of comfort, but overall, the company is still pretty darn healthy.

Got it. That's helpful. And then just on the new store economics, is it fair to assume that you now view $3 million as potentially trough level? And then just any color on dispersion between maybe some of the faster and slower ramping stores? And then just within that if we are closer to the bottom, how are you thinking that the new store waterfall could look like ahead?

So there's a few things embedded in that question. The new stores and the new store volumes are just -- every bit of it is a homerun success, right? So, historically, we would think a new store would open at $1.7 million and payback in three years and that was a great growth vehicle for us and we were happy about it and Wall Street was happy about it. To some degree, we've been a victim of our success because we spiked that number up to $3.5 million and now it's $3.3 million. I don't view that as a bottom, it could go down, it could go up from there, what I do know is it's a 60% cash-on-cash return, which is double what we had promised when we first went public and we'll continue to open stores in a very accelerated way. In terms of the new store waterfall, if the stores we're opening at $1.7 million, we would really want them to start growing into an average store volume over time and get up to $3 million someday, but they're not, they're opening at double that. And while we'd love the waterfall to start right away, I'll circle back to my comment a minute ago, to some degree we're a victim of our own success, where they're opening up at extremely strong volumes, and in their first year, the ones that just turned comp or comping kind of in line with the company's trend, one of the reasons for that -- if you want to think about a category by category is, oftentimes, our new stores have outsized success on the ladies side of the business when they open and because of the ladies business is under pressure from a bit of a fashion cycle, we think that's one of the reasons why we're not seeing the waterfall. Once again, recognizing that Wall Street does tend to be extremely focused on same-store sales, we're actually not that worried about that. We're getting more volume faster and a higher return on capital than we ever expected we could and if we give a little bit of that back in the second year that time, I mean, I suppose we could do something to constrain the first year sales, so we go back to the waterfall, but I don't think we have plans to do that.

I appreciate that color. Thanks a lot, guys.

Of course. Thanks, Max.

Thank you. Our next question comes from the line of Jason Haas with Bank of America. Please proceed with your question.

Hi, good afternoon, and thanks for taking my questions. I was curious if you could provide some color on how you thought through the comp guidance for fiscal 4Q since it does seem to imply a deceleration through the quarter on a two-year stack basis, and I'm especially curious about it because you talked about January being impacted by weather.

Sure. Yes, Jason, so in guiding the fourth quarter, we follow the same approach we've been using all year, which is to apply the historical seasonality of the business for the most recent sales. And while it hasn't been perfect, this has been a much better predictor of the business than looking at a two or a three-year stack. And in this case, we use the recent non-holiday sales, so really October, November, and January, and applied the historical seasonality of the business. And when we talk about using the historical seasonality, in this case, we've tried to exclude the COVID noise and looked at last year, the year before, and then two of the pre-COVID years, and kind of blended out how the flow of those sales rolled out from the month of January, and that's what we used to project out the rest of the quarter. Interestingly enough, when you use just the January's business and exclude October, November and roll that forward to February and March, you get to almost an identical answer in the guide. So, we've continued to look at it based off kind of the recent business and historical seasonality and it kicks out a number and oftentimes it's not what you would expect when looking at a multi-year trend, but it's been a little bit more reliable.

Got it. That's helpful. And then as a follow-up, I was curious if you could give us your sourcing exposure to China since there is some talk about potential for more tariffs coming in, so I'm curious how that would impact you and the industry overall.

Yes, generally speaking, rough numbers, about half of what we sell comes from China, about 25% from Mexico, and the balance coming from the U.S. and other countries.

Got it. That's helpful. Thank you.

I would add to Jim's comment, we've lived through a tariff environment before and it didn't really impact us, and we certainly would prefer that doesn't come back to us. That said, it certainly doesn't make us uniquely less competitive in the industry. We could actually construct an argument that it makes us more competitive because we're the biggest player. We have exclusive brands that are margin drivers, et cetera. So it's something we're watching and being cognizant of, but I don't think it's really keeping us awake at night either.

Got it. Thank you. That makes sense.

Thanks, Jason.

Thank you. Our next question comes from the line of Dylan Carden with William Blair. Please proceed with your question.

Thanks a lot. Just anticipation that those comments on private label penetration flat to down in the fourth quarter might raise some eyebrows, any more color you can add there? It sounds like you're anticipating back to growth next year, but anything there would be helpful.

Sure. I wouldn't worry really at all about the exclusive brand, it's not -- it's not weaker brands or bad product, it's the result of arithmetic essentially. So our businesses are penetrated at different levels and our ladies businesses are penetrated the highest with exclusive brands because those are a smaller portion of our sales in this quarter because they're comping down more. It's taking the exclusive brand penetration down with it. We're facing 300 basis points of headwind in penetration simply due to the composition of the business. So, if we were -- if said differently, if the composition of sales didn't change in the quarter, we would have seen -- we'd be projecting growth for this particular quarter in Exclusive brands. So I hope that answers the question. I mean, it's -- of course, we'd prefer to have growth. We get more margin that way it helps build our merchandise margin, but it's truly just a result of the math of the business and I think we also have other abilities to grow our merchandise margin in addition to Exclusive brands.

And Dylan, as we look into fiscal '25, we are planning on returning to growth in exclusive brand penetration, right? So this is a one-quarter drag on the business.

Great. And it kind of bleeds into another question around one way to think about the unit volume question perhaps is what business you're losing. And as you kind of look through some of the categories where you've been weaker, obviously women's, do you feel like you're reaching a point where the discretionary nature of some of what's remaining or just the behavior of newer customers or anything to kind of give you some comfort in and around how much more, in theory you could lose? Does that makes sense?

It does. I think we continue to have a very solid base functional business. So all of work business, both men's and ladies', most of Men's Western business, is functional, and a portion of our ladies' business is functional. So the bid that is more cyclical, perhaps caught up in a fashion cycle a couple of years ago, there is -- it could still decline further and we still have fashion ladies business in the store and still are doing some relatively significant sales there. But it's tempered to a large extent by the overall business that does tend to be much more functional. So I don't think we're necessarily out of the woods in the Ladies' business yet. I do think at some point we'll, probably in the next few quarters, start to see that trend improve, and hopefully, get to flatten, perhaps positive after that, but I don't think that's going to happen in the next one or two quarters.

Understood. Thanks a lot, guys.

Thank you. Our next question comes from the line of Janine Stichter with BTIG. Please proceed with your question.

Hi, everyone. Yes, wanted to ask about the E-commerce business. It seems like it's still kind of hovering down in that negative low-double-digit range. Want to know how you think about the pieces of the business that are not bootbarn.com business? Remind us of the strategic importance of having Sheplers, Country Outfitter, the Amazon business. And then would love to hear how you're thinking about driving that business into next year? We're hearing of ad rates continuing to push higher, so how do you think about how that business evolves, just in light of maybe higher cost on ad spend into next year? Thank you.

Sure, very good question. So the four pieces, bootbarn.com, of course, is an extension of the store, and we do really pride ourselves on that omnichannel experience and I think those two channels have been stitched together quite well and they also share the same retail prices. Sheplers.com, true to its heritage, is a very price-conscious customer, and oftentimes, frankly has a lower price than bootbarn.com, and we like that brand because it enables us to compete against other online players that are playing a price game, so that's kind of the Sheplers strategic importance. Country Outfitters was an acquisition several years ago. It tends to be focused on ladies' fashion, which is one of the reasons why it's having so much difficulty right now. We do think there is some long-term possibility for that business to get back to growth. It also gives us a testing ground for trying new things without impacting the two bigger business. The Amazon business is, I think a necessary evil. We sell some products on there, so do a lot of other people. It tends to be a low-margin business for us, but still profitable. So we participate in sort of the behemoth of Amazon, and that business gives us a read on sort of the general public demand that might be more casual purchasers of our product. In terms of the future of the Online business and the growth, the Online spend and the inefficiency of that is real. We could quite easily get more sales and spend more money and those sales would be EBIT eroding, so we just don't do it. So we manage it somewhat algorithmically. I do think that will normalize at some point. There'll be sort of a new equilibrium. That is another business that when we look at a historical perspective, it's grown extremely strongly over a few years, and while we'd like to get back to positive sales, the fact that it's giving a portion of the business back, after such outsized growth, it might be kind of expected, but we do think it can get back to positive sometime in fiscal '25.

Perfect, thank you. And then, just wanted to follow up on the tariff question. Do you have an estimate of what you directly import from China? I understand that I think you said half of your products are from China, but only a portion of that is…

Yes, it's similar with the exclusive brands -- between exclusive brands and third-party, it's still about 50%.

Perfect. Thank you.

The direct import would be half of 37% roughly.

Got it. Thank you very much.

Thank you. Our next question comes from the line of Jonathan Komp with Baird. Please proceed with your question.

Yes, hi, thank you. Maybe just a follow-up once more, when you run through the exercise and look at the sales volumes that you called out for projecting the fourth quarter sales and comps, could you just share a little more insight, when you do that same exercise, what does that inform you to when the comps of the business could turn back positive and how should we think about any swing factors, one way or another?

Sure. It's encouraging as we look to this current quarter and while it's a deceleration on a two-year stack and maybe a couple of other stacks if we go back far enough. In the February and March period, we're guiding that business in the stores to be minus four or minus five, right? And so that's an improvement off of what we've seen more recently, and so that's encouraging. I would also say -- I think if you go back a couple of quarters, we've talked about this time period, where February, March, April, over the last several years has had a lot of macro noise in it between COVID and Omicron and tax stimulus and tax refund payments and different things in there. So it is a little bit harder to read kind of where that business is going, but what I would say is, February and March of last year, so just a year ago, we did see a slowing in the trend of the business that was abnormal for the seasonality of that. So as we're planning this year and at least getting through February and March, if there's any kind of reversion back to what's been normal, there's some upside to February and March, and that would be encouraging as well as we look to fiscal '25. It's a long way to not answer your question, Jon, but the -- as we looked at fiscal '25, I think we really just have to get through the next three months or so to give you a better read on when that turns positive.

Yes, that's helpful color. Maybe just a couple of follow-ups quickly. The fourth quarter -- Jim, could you just confirm, it looks like maybe the implied product margin is a little lower today than it was previously even after your account for the exclusive brand update you gave. So I just wanted to confirm if that's the case, if anything is changing on the product margin side. And then just to clarify that the SG&A comments for fiscal '25, are you implying you still need more than a 4% comp to leverage, similar to how the setup was in 2024? Just trying to read kind of the reason for giving that commentary today on the SG&A.

Sure.

Thanks again.

Yes, no problem, Jon. So on the -- on the product margin for Q4, we're guiding that plus 20 basis points year-over-year on the product margin, and the freight would be 140 basis points. And so despite flat to maybe a little bit negative exclusive brand penetration, we still expect that to grow from better economies of scale. And then as we look to fiscal '25 on the SG&A side of things, I guess, I'll talk to both the buying and occupancy and SG&A. On buying and occupancy, we had talked about kind of that 4% comp needed to leverage buying and occupancy. We'll update you to see -- to let you know if there are any changes to that as we get to next year, assuming that there are not changes to that then the benefits that we called out on supply chain would help lower that leverage point, but it's too early to kind of say before we've done our full buildup of next year's budget, whether that is 4% precisely for next year or not. And then on SG&A, the leverage point there, same-store sales required to get leverage at SG&A has historically been a 2.5%, called out the new corporate building, will put some pressure on that. That's going to be -- again, it's still little early to tell, but similarly, probably $5 million or $6 million hurt on SG&A next year, but again we're working on things that will help offset some of that hopefully. And we'll give you an update on kind of what that leverage point looks like as we get into next year on our May call.

Understood. Thanks again.

Thanks, Jon.

Thanks, Jon.

Thank you. Our next question comes from the line of Jeremy Hamblin with Craig-Hallum. Please proceed with your question.

Thanks for taking the questions. And just wanted to start with the new store openings. I think I caught in the script that you were expecting for F Q4 that all of the openings for the March quarter were going to be in the back half of the quarter. And then just if you could provide a little bit color on that. And then related, as we look ahead to your commentary on FY '25 unit growth, is there anything notable that you would point out on the expected cadence of those openings?

I think you recounted the script comments, we are backloaded into this quarter. In terms of our fiscal '25 -- at the risk of laying out guidance that we're not prepared to do today, will do in the next call, there is nothing unique to call out that they're all going to be in the first quarter. We're going to try to make them relatively spread out throughout the year. So nothing specific to call out.

And I would just add, Jeremy, the pipeline is healthy. We've got a lot of leases that we've signed and so we're headed into next year with a very healthy pipeline.

Got it. And then if I could just dig in a little bit here on the new headquarter, which I guess the move is expected in Q3 or Q4 of fiscal '25, what is the annual lease cost higher than what you currently are paying? And then what is the expected depreciation on an annualized basis?

Yes, so it's still a little early to give you all of those costs, because we haven't built out the property yet and the space, but the number I just threw out there, $5 million to $6 million, would be the P&L expense for next year, and that includes the increased lease cost, and it's important to point out that when we moved into this building that we're currently in, several years ago were a much smaller organization, where we just don't fit anymore, and so it will be a -- it's a bigger building. The lease costs are higher, just given that it's a new lease as well. Included in that $6 million though is a period of some double rent, some depreciation that starts later in the year, and my expectation as we get into the following year, the $5 million to $6 million that will likely be a little bit lower than that kind of on a run rate basis as we will incur some costs that are more one-time in nature this year and moving. So, again, the purpose of calling that out was that, we'll have some benefits and -- benefit in some of our supply chain costs to the tune of $6 million and a little bit of a drag due to the corporate office building of the SG&A line, it's kind of a neutral between the two, but it may create a little geography work for you and your models and wanted to just make sure you are aware of that.

Got it. That's helpful. Best of luck.

Thank you.

Thank you.

Thank you. Our next question comes from the line of Jeff Lick with B. Riley Securities. Please proceed with your question.

Thanks for squeezing me in. Jim Conroy, I was wondering if -- by my math, it seems like you've taken your Q4 guidance down by about $23 million, I'm just curious relative to when you previously gave kind of the implied guidance, maybe you can just elaborate on what's changed in terms of your thoughts over that time period? And then another quick question would be, could you give us -- as it relates to the new store openings and kind of non-traditional markets, I was wondering, usually you have a couple of good anecdotes like you did with Scottsdale, if there's anything that just kind of shows how the concept is resonating in places like Connecticut or New Hampshire?

Well, I'll take that one on new stores and Jim Watkins can take the one on the guidance for Q4. New stores are working pretty much everywhere in new markets and in legacy markets, I think the Phoenix/Scottsdale example that you might be alluding to is, we used to have four stores there, now we have eight stores there, and with more development opportunities in our view are still there, and those four stores used to -- their volume has gone up, we've comped up while we're adding stores there. So we've kind of learned that we continue to build our legacy markets and have it be net new business and not erode our comp. We've also been able to open up in the Northeast and have had some real nice successes in markets that wouldn't traditionally be considered Western.

Yes, on the first part of your question, the change in the Q4 sales, the $23 million is really a function of -- when we guided in November 2 on the -- we have the October business done and we guided based off of kind of late September-October business, and unfortunately, things softened a little bit more on the sales trend as we got, particularly into December, more than what we had anticipated, and so we've -- and January was softer than what we had anticipated also, so we've just rolled that forward based off of what we've seen in the recent business.

I'm assuming -- I guess what I'm looking for is that's primarily the Ladies' business or what you'd call a discretionary fashion business.

Yes, I mean it's kind of a broad-based, just lower than what we had thought, it's not that that one business got significantly worse and everything else kind of stayed the same, but it's more broad-based than that.

Okay, great. Thanks for taking my question and best of luck. Look forward to chat with you soon.

All right. Thanks, Jeff.

Thank you. As we're coming up on the one-hour limit, our final question will come from the line of Mitch Kummetz with Seaport Global Securities. Please proceed with your question.

Yes, thanks for taking my questions. A few things, one, I was hoping to get a little bit more clarity on the January comp. I do appreciate the regional breakout given the weather, but Jim Conroy, I think you said that, like weeks one and four were pretty normal weather-wise across the country. When you sort of isolate those weeks, was your store comp kind of in that low-to-mid-single-digit range or is there anything more you can say about those sort of non-weather impacted weeks?

Yes. So, January in total was minus eight-ish and the non-weather impacted businesses were low-single-digit negative, and then of course, the others were double-digit negative with some markets just getting really, really hurt with the weather, so that's the color I would provide.

Okay. Could you say what your Ladies' comp was for January or for the first four weeks of the quarter?

In line with Q3, maybe a little bit worse, not -- with the least functional of our businesses, certainly somebody making a special trip during difficult weather to go by, so [indiscernible] a slight erosion or deterioration sequentially from our Q3 business.

And then I guess lastly, just given your comments around exclusive brands penetration in the fourth quarter and how that business skews to the ladies, the fact that you expect the penetration to be down, does that suggest that there's going to be a bigger delta in your performance between kind of ladies, and non-ladies in the fourth quarter than what you've seen sort of year-to-date, is that the right kind of takeaway from those comments?

I feel like I'm doing a math problem with my son. It's a fair hypothesis, I think -- the reason we called it out this time is because it pushed the penetration from positive to negative, right? If you work back to the most recent quarter, we had the same dynamic, but because Exclusive Brands still grew 3 points, we -- I suppose we could have called out that it would have grown -- I'm making this number up, but 500 basis points rather than 300 basis points, but for composition, we just didn't because we didn't think it was going to raise any eyebrows. We had a feeling that when we called out that Exclusive Brands could be the decline from a penetration standpoint in this particular quarter we worked up the math. So I wouldn't read anything further into that other than the fact that because it pushed it to decline rather than an improvement in penetration, we thought it was important to call out.

Okay. Fair enough. All right, thanks, and good luck.

Thanks, Mitch.

Thank you. We have reached the end of our question-and-answer session. And I would like to turn the floor back over to Mr. Jim Conroy for closing comments.

Thank you, everyone, for joining the call today. We look forward to speaking with you on our fourth quarter earnings call. Take care.