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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549


FORM 10-Q


(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 2, 2019October 31, 2020

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-36401


SPORTSMAN’S WAREHOUSE HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)


Delaware

39-1975614

(State or other jurisdiction

of incorporation or organization)

(I.R.S. Employer

Identification No.)

70351475 West 9000 South, High Tech Drive, Midvale, Suite A, West Jordan, Utah

8404784088

(Address of principal executive offices)

(Zip code)

Registrant’s telephone number, including area code: (801) (801566-6681


Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $.01 par value

SPWH

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  ☐ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act:☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  ☒ 

As of December 6, 2019,3, 2020, the registrant had 43,230,02343,613,789 shares of common stock, $0.01 par value per share, outstanding.

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SPORTSMAN’S WAREHOUSE HOLDINGS, INC.

TABLE OF CONTENTS

 

Page

PART I. FINANCIAL INFORMATION

Page

PART I. FINANCIAL INFORMATIONItem 1.

Financial Statements (unaudited):

4

Item 1.

Financial Statements (unaudited):

3

Condensed Consolidated Balance Sheets

3

4

Condensed Consolidated Statements of Operations

4

5

Condensed Consolidated Statement of Stockholders’ Equity

5

Condensed Consolidated Statements of Stockholders’ Equity

6

Condensed Consolidated Statements of Cash Flows

6

7

Notes to Condensed Consolidated Financial Statements

7

8

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

21

22

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

30

33

Item 4.

Controls and Procedures

31

33

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

32

34

Item 1A.

Risk Factors

32

34

Item 5.

Other Information

32

34

Item 6.

Exhibits

33

35

Signatures

34

36

We operate on a fiscal calendar that, in a given fiscal year, consists of the 52- or 53-week period ending on the Saturday closest to January 31st. Our fiscal third quarters ended October 31, 2020 and November 2, 2019 and November 3, 2018 both consisted of 13 weeks and are referred to herein as the third quarter of fiscal year 20192020 and the third quarter of fiscal year 2018,2019, respectively. Fiscal year 20192020 contains 52 weeks of operations and will end on February 1, 2020.January 30, 2021. Fiscal year 20182019 contained 52 weeks of operations ended on February 2, 2019.1, 2020.

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References throughout this document to “Sportsman’s Warehouse,” “we,” “us,” and “our” refer to Sportsman’s Warehouse Holdings, Inc. and its subsidiaries, and references to “Holdings” refer to Sportsman’s Warehouse Holdings, Inc. excluding its subsidiaries.

STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “10-Q”) contains statements that constitute forward-looking statements as that term is defined by the Private Securities Litigation Reform Act of 1995. These statements concern our business, operations and financial performance and condition as well as our plans, objectives and expectations for our business operations and financial performance and condition, which are subject to risks and uncertainties. All statements other than statements of historical fact included in this 10-Q are forward-looking statements. These statements may include words such as “aim,” “anticipate,” “assume,” “believe,” “can have,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “likely,” “may,” “objective,” “plan,” “potential,“positioned,“positioned,“potential,” “predict,” “should,” “target,” “will,” “would” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events or trends. For example, all statements we make relating to our plans and objectives for future operations, growth or initiatives and strategies are forward-looking statements.

These forward-looking statements are based on current expectations, estimates, forecasts and projections about our business and the industry in which we operate and our management’s beliefs and assumptions. We derive many of our forward-looking statements from our own operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that predicting the impact of known factors is very difficult, and we cannot anticipate all factors that could affect our actual results.

All of our forward-looking statements are subject to risks and uncertainties that may cause our actual results to differ materially from our expectations. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to:

·

the impact of COVID-19 pandemic and measures intended to reduce its spread on our operations;

our ability to integrate the eighttwelve stores we recently acquired from Dick’s Sporting Goods;

·

our retail-based business model is impacted byand the impact of general economic conditions and economic and financial uncertainties may cause a decline inon consumer spending;

·

current and future government regulations, in particular regulations relating to the sale of firearms and ammunition, may impact the supply and demand for our products and our ability to conduct our business;

ammunition;

·

our concentration of stores in the Western United States makes us susceptible to adverse conditions in this region, which could affect our sales and cause our operating results to suffer;

States;

·

we operate in athe highly fragmented and competitive industry in which we operate and may facethe potential for increased competition;

·

we may not be able to anticipate, identify and respond to changes in consumer demands, including regional preferences, in a timely manner; and

·

which we may not be successfulable to identify and respond to in operating a timely manner;

our stores in any existing orentrance into new markets intoor operations in existing markets, which we expand. 

may not be successful; and
remediation of identified material weaknesses in our internal control over financial reporting.

The above is not a complete list of factors or events that could cause actual results to differ from our expectations, and we cannot predict all of them. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements disclosed under “Part I. Item 1A. Risk Factors,” appearing in our Annual Report on Form 10-K for the fiscal year ended February 1, 2019 and “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this 10-Q, as such disclosures may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission, including subsequent Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, and public communications. You should evaluate all forward-looking statements made in this 10-Q and otherwise in the context of these risks and uncertainties.

2

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Potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on any forward-looking statements we make. These forward-looking statements speak only as of the date of this 10-Q and are not guarantees of future performance or developments and involve known and unknown risks, uncertainties and other factors that are in many cases beyond our control. Except as required by law, we undertake no obligation to update or revise any forward-looking statements publicly, whether as a result of new information, future developments or otherwise.

23

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SPORTSMAN’S WAREHOUSE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

Amounts in Thousands, Except Per Share Data

(unaudited)

 

 

 

 

 

 

 

 

 

 

November 2,

 

February 2,

 

 

    

2019

    

2019

 

Assets

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

Cash

 

$

1,737

 

$

1,547

 

Accounts receivable, net

 

 

620

 

 

249

 

Merchandise inventories

 

 

337,894

 

 

276,600

 

Prepaid expenses and other

 

 

11,062

 

 

15,174

 

Total current assets

 

 

351,313

 

 

293,570

 

Operating lease right of use asset

 

 

211,957

 

 

 —

 

Property and equipment, net

 

 

107,627

 

 

92,084

 

Deferred income taxes

 

 

140

 

 

2,997

 

Goodwill

 

 

1,749

 

 

 —

 

Definite lived intangibles, net

 

 

226

 

 

246

 

Total assets

 

$

673,012

 

$

388,897

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

Accounts payable

 

$

105,527

 

$

24,953

 

Accrued expenses

 

 

64,198

 

 

56,384

 

Income taxes payable

 

 

2,868

 

 

1,838

 

Operating lease liability, current

 

 

35,451

 

 

 —

 

Revolving line of credit

 

 

130,765

 

 

144,306

 

Current portion of long-term debt, net of discount and debt issuance costs

 

 

7,915

 

 

7,915

 

Current portion of deferred rent

 

 

 —

 

 

5,270

 

Total current liabilities

 

 

346,724

 

 

240,666

 

Long-term liabilities:

 

 

 

 

 

 

 

Long-term debt, net of discount, debt issuance costs, and current portion

 

 

21,781

 

 

27,717

 

Deferred rent, noncurrent

 

 

 —

 

 

41,854

 

Operating lease liability, noncurrent

 

 

204,688

 

 

 —

 

Total long-term liabilities

 

 

226,469

 

 

69,571

 

Total liabilities

 

 

573,193

 

 

310,237

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

 

Preferred stock, $.01 par value; 20,000 shares authorized; 0 shares issued and outstanding

 

 

 —

 

 

 —

 

Common stock, $.01 par value; 100,000 shares authorized; 43,230  and 42,978 shares issued and outstanding, respectively

 

 

432

 

 

430

 

Additional paid-in capital

 

 

86,041

 

 

84,671

 

Accumulated earnings (deficit)

 

 

13,346

 

 

(6,441)

 

Total stockholders' equity

 

 

99,819

 

 

78,660

 

Total liabilities and stockholders' equity

 

$

673,012

 

$

388,897

 

October 31,

February 1,

    

2020

    

2020

 

Assets

Current assets:

Cash

$

19,314

$

1,685

Accounts receivable, net

462

904

Merchandise inventories

322,078

275,505

Income tax receivable

812

Prepaid expenses and other

14,564

12,732

Total current assets

356,418

291,638

Operating lease right of use asset

239,254

224,520

Property and equipment, net

99,495

98,767

Goodwill

1,496

1,496

Definite lived intangibles, net

299

220

Total assets

$

696,962

$

616,641

Liabilities and Stockholders' Equity

Current liabilities:

Accounts payable

$

135,949

$

38,157

Accrued expenses

106,430

70,118

Income taxes payable

5,315

Operating lease liability, current

35,730

34,487

Revolving line of credit

116,078

Current portion of long-term debt, net of discount and debt issuance costs

5,936

Total current liabilities

283,424

264,776

Long-term liabilities:

Long-term debt, net of discount, debt issuance costs, and current portion

7,950

23,781

Deferred income taxes

4,154

562

Operating lease liability, noncurrent

227,333

217,254

Total long-term liabilities

239,437

241,597

Total liabilities

522,861

506,373

Commitments and contingencies

Stockholders' equity:

Preferred stock, $.01 par value; 20,000 shares authorized; 0 shares issued and outstanding

Common stock, $.01 par value; 100,000 shares authorized; 43,591 and 43,296 shares issued and outstanding, respectively

436

433

Additional paid-in capital

88,823

86,806

Accumulated earnings

84,842

23,029

Total stockholders' equity

174,101

110,268

Total liabilities and stockholders' equity

$

696,962

$

616,641

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SPORTSMAN'S WAREHOUSE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

Amounts in Thousands Except Per Share Data

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thirteen Weeks Ended

 

Thirty-Nine Weeks Ended

 

 

 

November 2,

 

November 3,

 

November 2,

 

November 3,

 

 

 

2019

 

2018

 

2019

 

2018

 

Net sales

 

$

242,466

 

$

223,099

 

$

628,249

 

$

606,447

 

Cost of goods sold

 

 

158,256

 

 

145,518

 

 

416,644

 

 

401,022

 

Gross profit

 

 

84,210

 

 

77,581

 

 

211,605

 

 

205,425

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Selling, general, and administrative expenses

 

 

68,336

 

 

60,070

 

 

191,326

 

 

178,374

 

Income from operations

 

 

15,874

 

 

17,511

 

 

20,279

 

 

27,051

 

Interest expense

 

 

2,094

 

 

2,633

 

 

6,552

 

 

10,524

 

Income before income taxes

 

 

13,780

 

 

14,878

 

 

13,727

 

 

16,527

 

Income tax expense

 

 

3,287

 

 

2,480

 

 

3,195

 

 

3,406

 

Net income

 

$

10,493

 

$

12,398

 

$

10,532

 

$

13,121

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.24

 

$

0.29

 

$

0.24

 

$

0.31

 

Diluted

 

$

0.24

 

$

0.29

 

$

0.24

 

$

0.31

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

43,230

 

 

42,938

 

 

43,126

 

 

42,854

 

Diluted

 

 

43,559

 

 

43,094

 

 

43,316

 

 

42,937

 

Thirteen Weeks Ended

Thirty-Nine Weeks Ended

October 31,

November 2,

October 31,

November 2,

2020

2019

2020

2019

Net sales

$

385,748

$

242,466

$

1,013,572

$

628,249

Cost of goods sold

255,166

158,256

679,122

416,644

Gross profit

130,582

84,210

334,450

211,605

Selling, general, and administrative expenses

92,252

68,336

251,077

191,326

Income from operations

38,330

15,874

83,373

20,279

Bargain purchase gain

(2,218)

(2,218)

Interest expense

536

2,094

3,088

6,552

Income before income taxes

40,012

13,780

82,503

13,727

Income tax expense

9,530

3,287

20,690

3,195

Net income

$

30,482

$

10,493

$

61,813

$

10,532

Earnings per share:

Basic

$

0.70

$

0.24

$

1.42

$

0.24

Diluted

$

0.68

$

0.24

$

1.40

$

0.24

Weighted average shares outstanding:

Basic

43,609

43,230

43,490

43,126

Diluted

44,510

43,559

44,260

43,316

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SPORTSMAN'S WAREHOUSE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Amounts in Thousands

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Thirteen Weeks Ended November 2, 2019 and November 3, 2018

 

 

Common Stock

 

Restricted nonvoting
common stock

 

Additional
paid-in-
capital

 

Accumulated
(deficit) earnings

 

Total
stockholders'
equity

 

    

Shares

    

Amount

    

Shares

    

Amount

    

Amount

    

Amount

    

Amount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at August 4, 2018

 

42,937

 

$

429

 

 —

 

$

 —

 

$

83,751

 

$

(29,468)

 

$

54,712

Stock based compensation

 

 —

 

 

 —

 

 —

 

 

 —

 

 

380

 

 

 —

 

 

380

Net income

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

12,398

 

 

12,398

Balance at November 3, 2018

 

42,937

 

$

429

 

 —

 

$

 —

 

$

84,131

 

$

(17,070)

 

$

67,490

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at August 3, 2019

 

43,230

 

$

432

 

 —

 

$

 —

 

$

85,422

 

$

2,853

 

$

88,707

Stock based compensation

 

 —

 

 

 —

 

 —

 

 

 —

 

 

619

 

 

 —

 

 

619

Net income

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

10,493

 

 

10,493

Balance at November 2, 2019

 

43,230

 

$

432

 

 —

 

$

 —

 

$

86,041

 

$

13,346

 

$

99,819

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Thirty-nine Weeks Ended November 2, 2019 and November 3, 2018

 

 

Common Stock

 

Restricted nonvoting
common stock

 

Additional
paid-in-
capital

 

Accumulated
(deficit) earnings

 

Total
stockholders'
equity

 

    

Shares

    

Amount

    

Shares

    

Amount

    

Amount

    

Amount

    

Amount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance at February 3, 2018

 

42,617

 

$

426

 

 —

 

$

 —

 

$

82,197

 

$

(32,825)

 

$

49,798

Impact of change for ASC 606 adoption

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

2,634

 

 

2,634

Vesting of restricted stock units

 

320

 

 

 3

 

 —

 

 

 —

 

 

(3)

 

 

 —

 

 

 —

Payment of withholdings on restricted stock units

 

 —

 

 

 —

 

 —

 

 

 —

 

 

(699)

 

 

 —

 

 

(699)

Issuance of common stock for cash per employee stock purchase plan

 

 —

 

 

 —

 

 —

 

 

 —

 

 

202

 

 

 —

 

 

202

Stock based compensation

 

 —

 

 

 —

 

 —

 

 

 —

 

 

2,434

 

 

 —

 

 

2,434

Net income

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

13,121

 

 

13,121

Balance at November 3, 2018

 

42,937

 

$

429

 

 —

 

$

 —

 

$

84,131

 

$

(17,070)

 

$

67,490

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

��

 

Balance at February 2, 2019

 

42,978

 

$

430

 

 —

 

$

 —

 

$

84,671

 

$

(6,441)

 

$

78,660

Impact of change for ASC 842 adoption

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

9,255

 

 

9,255

Vesting of restricted stock units

 

198

 

 

 2

 

 —

 

 

 —

 

 

(2)

 

 

 —

 

 

 —

Payment of withholdings on restricted stock units

 

 —

 

 

 —

 

 —

 

 

 —

 

 

(369)

 

 

 —

 

 

(369)

Issuance of common stock for cash per employee stock purchase plan

 

54

 

 

 —

 

 —

 

 

 —

 

 

174

 

 

 —

 

 

174

Stock based compensation

 

 —

 

 

 —

 

 —

 

 

 —

 

 

1,567

 

 

 —

 

 

1,567

Net income

 

 —

 

 

 —

 

 —

 

 

 —

 

 

 —

 

 

10,532

 

 

10,532

Balance at November 2, 2019

 

43,230

 

$

432

 

 —

 

$

 —

 

$

86,041

 

$

13,346

 

$

99,819


The accompanying notes are an integral part of these condensed consolidated financial statements

For the Thirteen Weeks Ended October 31, 2020 and November 2, 2019

Common Stock

Restricted nonvoting
common stock

Additional
paid-in-
capital

Accumulated
(deficit) earnings

Total
stockholders'
equity

    

Shares

    

Amount

    

Shares

    

Amount

    

Amount

    

Amount

    

Amount

Balance at August 3, 2019

43,230

$

432

$

$

85,422

$

2,853

$

88,707

Stock based compensation

619

619

Net income

10,493

10,493

Balance at November 2, 2019

43,230

$

432

$

$

86,041

$

13,346

$

99,819

Balance at August 1, 2020

43,591

$

436

$

$

87,941

$

54,360

$

142,737

Stock based compensation

882

882

Net income

30,482

30,482

Balance at October 31, 2020

43,591

$

436

$

$

88,823

$

84,842

$

174,101

For the Thirty-Nine Weeks Ended October 31, 2020 and November 2, 2019

Common Stock

Restricted nonvoting
common stock

Additional
paid-in-
capital

Accumulated
(deficit) earnings

Total
stockholders'
equity

    

Shares

    

Amount

    

Shares

    

Amount

    

Amount

    

Amount

    

Amount

Balance at February 2, 2019

42,978

$

430

$

$

84,671

$

(6,441)

$

78,660

Impact of change for ASC 842 adoption

9,255

9,255

Vesting of restricted stock units

198

2

(2)

Payment of withholdings on restricted stock units

(369)

(369)

Issuance of common stock for cash per employee stock purchase plan

54

174

174

Stock based compensation

1,567

1,567

Net income

10,532

10,532

Balance at November 2, 2019

43,230

$

432

$

$

86,041

$

13,346

$

99,819

Balance at February 1, 2020

43,296

$

433

$

$

86,806

$

23,029

$

110,268

Vesting of restricted stock units

255

3

(3)

Payment of withholdings on restricted stock units

(689)

(689)

Issuance of common stock for cash per employee stock purchase plan

40

273

273

Stock based compensation

2,436

��

2,436

Net income

61,813

61,813

Balance at October 31, 2020

43,591

$

436

$

$

88,823

$

84,842

$

174,101


The accompanying notes are an integral part of these condensed consolidated financial statements

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Table of Contents

SPORTSMAN'S WAREHOUSE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Amounts in Thousands

(unaudited)

 

 

 

 

 

 

 

 

 

 

 

Thirty-Nine Weeks Ended

 

 

 

November 2,

 

November 3,

 

    

 

2019

 

2018

Cash flows from operating activities:

 

 

 

 

 

 

 

Net income

 

 

$

10,532

 

$

13,121

Adjustments to reconcile net income to net cash provided by (used in) operating activities:

 

 

 

 

 

 

 

Depreciation of property and equipment

 

 

 

14,070

 

 

13,317

Amortization and write-off of discount on debt and deferred financing fees

 

 

 

252

 

 

1,959

Amortization of definite lived intangible

 

 

 

20

 

 

283

Change in deferred rent

 

 

 

 —

 

 

(280)

(Gain) loss on asset dispositions

 

 

 

(311)

 

 

30

Noncash lease expense

 

 

 

22,132

 

 

 —

Deferred income taxes

 

 

 

(245)

 

 

2,194

Stock-based compensation

 

 

 

1,567

 

 

2,435

Change in operating assets and liabilities, net of amounts acquired:

 

 

 

 

 

 

 

Accounts receivable, net

 

 

 

(371)

 

 

(100)

Operating lease liabilities

 

 

 

(22,571)

 

 

 —

Merchandise inventories

 

 

 

(42,142)

 

 

(98,463)

Prepaid expenses and other

 

 

 

165

 

 

(2,195)

Accounts payable

 

 

 

70,270

 

 

55,204

Accrued expenses

 

 

 

3,449

 

 

2,277

Income taxes payable and receivable

 

 

 

1,030

 

 

(4,203)

Net cash provided by (used in) operating activities

 

 

 

57,847

 

 

(14,421)

Cash flows from investing activities:

 

 

 

 

 

 

 

Purchase of property and equipment, net of amounts acquired

 

 

 

(22,914)

 

 

(15,183)

Purchase of intangible asset

 

 

 

 —

 

 

(259)

Acquisition of Field and Stream stores, net of cash acquired

 

 

 

(19,074)

 

 

 —

Proceeds from deemed sale-leaseback transactions

 

 

 

 —

 

 

1,717

Proceeds from sale of property and equipment

 

 

 

311

 

 

226

Net cash used in investing activities

 

 

 

(41,677)

 

 

(13,499)

Cash flows from financing activities:

 

 

 

 

 

 

 

Net (payments) borrowings on line of credit

 

 

 

(13,541)

 

 

121,574

Increase in book overdraft

 

 

 

3,756

 

 

5,424

Proceeds from issuance of common stock per employee stock purchase plan

 

 

 

174

 

 

202

Payment of withholdings on restricted stock units

 

 

 

(369)

 

 

(699)

Borrowings on term loan

 

 

 

 —

 

 

40,000

Payment of deferred financing costs

 

 

 

 —

 

 

(1,331)

Principal payments on long-term debt

 

 

 

(6,000)

 

 

(137,127)

Net cash (used in) provided by financing activities

 

 

 

(15,980)

 

 

28,043

Net change in cash

 

 

 

190

 

 

123

Cash at beginning of period

 

 

 

1,547

 

 

1,769

Cash at end of period

 

 

$

1,737

 

$

1,892

 

 

 

 

 

 

 

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

Interest, net of amounts capitalized

 

 

$

6,761

 

$

10,411

Income taxes, net of refunds

 

 

 

2,416

 

 

5,616

 

 

 

 

 

 

 

 

Supplemental schedule of noncash activities:

 

 

 

 

 

 

 

Noncash change in operating lease right of use asset and operating lease liabilities from

 

 

$

48,737

 

$

 —

     remeasurement of existing leases and addition of new leases

 

 

 

 

 

 

 

Purchases of property and equipment included in accounts payable and accrued expenses

 

 

$

2,636

 

$

487

Payable to seller relating to acquisition of Field and Stream stores

 

 

 

9,462

 

 

 —

Thirty-Nine Weeks Ended

October 31,

November 2,

    

2020

2019

Cash flows from operating activities:

Net income

$

61,813

$

10,532

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation of property and equipment

15,992

14,070

Amortization and write-off of discount on debt and deferred financing fees

422

252

Amortization of definite lived intangible

21

20

Loss (gain) on asset dispositions

937

(311)

Gain on bargain purchase

(2,218)

Noncash lease expense

17,760

22,132

Deferred income taxes

2,801

(245)

Stock-based compensation

2,436

1,567

Change in operating assets and liabilities, net of amounts acquired:

Accounts receivable, net

442

(371)

Operating lease liabilities

(20,781)

(22,571)

Merchandise inventories

(38,887)

(42,142)

Prepaid expenses and other

(2,021)

165

Accounts payable

94,900

70,270

Accrued expenses

31,992

3,449

Income taxes payable and receivable

6,127

1,030

Net cash provided by operating activities

171,736

57,847

Cash flows from investing activities:

Purchase of property and equipment, net of amounts acquired

(15,394)

(22,914)

Acquisition of Field and Stream stores, net of cash acquired

(4,778)

(19,074)

Proceeds from sale of property and equipment

311

Net cash used in investing activities

(20,172)

(41,677)

Cash flows from financing activities:

Net payments on line of credit

(116,078)

(13,541)

Increase in book overdraft, net

4,559

3,756

Proceeds from issuance of common stock per employee stock purchase plan

273

174

Payment of withholdings on restricted stock units

(689)

(369)

Principal payments on long-term debt

(22,000)

(6,000)

Net cash used in financing activities

(133,935)

(15,980)

Net change in cash

17,629

190

Cash at beginning of period

1,685

1,547

Cash at end of period

$

19,314

$

1,737

Supplemental disclosures of cash flow information:

Cash paid during the period for:

Interest, net of amounts capitalized

$

3,087

$

6,761

Income taxes, net of refunds

11,763

2,416

Supplemental schedule of noncash activities:

Noncash change in operating lease right of use asset and operating lease liabilities from

$

33,392

$

48,737

remeasurement of existing leases and addition of new leases

Purchases of property and equipment included in accounts payable and accrued expenses

$

1,991

$

2,636

Payable to seller relating to acquisition of Field and Stream stores

$

1,774

$

9,462

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SPORTSMAN’S WAREHOUSE HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Amounts reported in thousands, except per share data and store count data

(1)Description of Business and Basis of Presentation

Description of Business

Sportsman’s Warehouse Holdings, Inc. (“Holdings”) and its subsidiaries (collectively, the “Company”) operate retail sporting goods stores. As of November 2, 2019,October 31, 2020, the Company operated 103112 stores in 27 states. The Company also operates an e-commerce platform at www.sportsmans.com. The Company’s stores and website are aggregated into one1 single operating and reportable segment.

Basis of Presentation

The condensed consolidated financial statements included herein are unaudited and have been prepared by management of the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. The Company’s condensed consolidated balance sheet as of February 2, 20191, 2020 was derived from the Company’s audited consolidated balance sheet as of that date. All other condensed consolidated financial statements contained herein are unaudited and reflect all adjustments that are, in the opinion of management, necessary to summarize fairly our condensed consolidated financial statements for the periods presented. All of these adjustments are of a normal recurring nature. The results of the fiscal quarter ended November 2, 2019October 31, 2020 are not necessarily indicative of the results to be obtained for the year ending February 1, 2020.January 30, 2021. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 2, 20191, 2020 filed with the SEC on March 29, 2019April 9, 2020 (the “Fiscal 20182019 Form 10-K”).

Impact of COVID-19 Pandemic

During March 2020, the World Health Organization declared the rapidly growing coronavirus outbreak to be a global pandemic. The COVID-19 pandemic has significantly impacted health and economic conditions throughout the United States. Beginning in March 2020, the Company reduced store hours to allow sufficient time to restock its shelves and perform additional cleaning, and the Company was also limited the number of customers in its stores at any one time. During the second quarter of fiscal 2020, the Company returned to normal operating hours in each of its stores. The Company may again restrict the operations of its stores and its distribution facility if it deems this appropriate or if recommended or mandated by authorities.

(2) Summary of Significant Accounting Policies

The Company’s significant accounting policies are described in Note 12 to the Company’s Fiscal 20182019 Form 10-K. Except for the changes below, the Company has consistently applied the accounting policies to all periods presented in these condensed consolidated financial statements.

LeasesRecently Issued Accounting Pronouncements

In February 2016,December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-02, Leases (Topic 842),2019-12, Income Taxes (“Topic 740”)-Simplifying the Accounting for Income Taxes, which requires lesseesremoves certain exception to recognize on the balance sheet assetsgeneral principles in Topic 740 and liabilities for leases with lease terms of more than 12 months. Consistent with prior GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend primarily on its classification as a finance or operating lease. However, unlike prior GAAP—whichamends existing guidance to improve consistent application. For public entities, ASU 2019-12 is required only finance (formerly capital) leases to be recognized on the balance sheet—the new ASU requires both types of leases to be recognized on the balance sheet. The ASU took effectadopted for public companies for fiscal years, andannual periods beginning after December 15, 2020, including interim periods within those fiscal years, beginning after December 15, 2018. This standard could be applied at the beginning of the earliest period presented using the modified retrospective approach, which includes certain practical expedients that an entity may elect to apply, including an election to use certain transition relief. In July 2018, the FASB issued ASU No. 2018-10, Codification Improvements to Topic 842, Leases and ASU No. 2018-11, Leases (Topic 842): Targeted Improvements, which make improvements to Accounting Standards Codification (“ASC”) 842 and allow entities to not restate comparative periods in transition to ASC 842 and instead report the comparative periods under ASC 840.

years. Early adoption is permitted. The Company adopted ASC 842 usingplans to adopt this ASU on January 31, 2021 Management is currently evaluating the modified retrospective approach at the beginningimpact of the first quarter of fiscal 2019, coinciding with the standard’s effective date. In accordance with ASC 842, the Company did not restate prior comparative periods in transition to ASC 842 and instead reported prior comparative periods under ASC 840. Adoption

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of the standard resulted in the initial recognition of operating lease right-of-use (“ROU”) assets of $183,000 and operating lease liabilities of $214,000 as of February 3, 2019. These amounts were based on the present value of such commitments as of February 3, 2019 using the Company’s incremental borrowing rate (“IBR”), which was determined through use of the Company’s credit rating to develop a rate curve that approximates the Company’s market risk profile. The adoption of this standard had a material impactASU on the Company’s consolidated statement of income, balance sheet, stockholders’ equity (deficit)financial statements and cash flows, with a $9,300 net adjustment recorded to beginning retained earnings on February 3, 2019 due to the acceleration of recognition of a deferred gain and derecognition of the related deferred tax asset the Company was amortizing relating to the historical sale of owned properties. In addition, the Company completed its evaluation of the practical expedients offered and enhanced disclosures required in ASC 842, as well as reviewed arrangements to identify embedded leases, among other activities, to account for the adoption of this standard.

The Company elected the following practical expedients:

·

A  package of practical expedients allowing the Company to:

1.

Carry forward its historical lease classification (i.e. it was not necessary to reclassify any existing leases at the adoption date of ASC 842),

2.

Avoid reassessing whether any expired or existing contracts are or contain leases, and

3.

Avoid reassessing initial indirect costs for any existing lease.

·

A practical expedient allowing the Company to not separate lease components (e.g. fixed payments including, rent, real estate taxes, and insurance costs) from nonlease components (e.g. common area maintenance costs), primarily impacting the Company’s real estate leases. The election of this practical expedient eliminates the burden of separately estimating the real estate lease and nonlease costs on a relative stand-alone basis.

·

A practical expedient related to land easements, allowing the Company to carry forward the accounting treatment for land easements on existing agreements and eliminated the need to reassess existing lease contracts to determine if land easements are separate leases under ASC 842.

The Company did not elect a practical expedient which would allow the Company to use hindsight in determining the lease term (that is, when considering lessee options to extend or terminate the lease and to purchase the underlying asset) and to assess impairment of the entity’s ROU assets, since election of this expedient could make adoption of ASC 842 more complex given that re-evaluation of the lease term and impairment consideration affect other aspects of lease accounting.

In accordance with ASC 842, the Company determines if an arrangement is a lease at inception. The Company has operating leases for the Company’s retail stores, distribution center, and corporate office. Operating leases are included in operating lease ROU assets and operating lease liabilities, current and noncurrent, on the interim unaudited condensed consolidated balance sheet. Lease liabilities are initially recorded at the present value of the lease payments by discounting the lease payments by the IBR and then recording accretion over the lease term using the effective interest method. Operating lease classification results in a straight-line expense recognition pattern over the lease term and recognized lease expense as a single expense component, which results in amortization of the ROU asset that equals the difference between lease expense and interest expense. Operating lease expense is included in selling, general and administrative expense, based on the use of the leased asset, on the interim unaudited condensed consolidated statement of operations. Leases with an initial term of 12 months of less are not recorded on the balance sheet and are not material; the Company recognizes lease expense for these leases on a straight-line basis over the remaining lease term.

ROU assets represent the right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the reasonably certain lease term. As the Company’s leases generally do not provide an implicit rental rate, the Company uses an IBR to determine the present value of future rental payments. The IBR is determined by using the Company’s credit rating to develop a yield curve that approximates the Company’s market risk profile. The operating lease ROU asset also includes any prepaid lease payments made by the tenant and is reduced by lease incentives such as tenant improvement allowances. The operating lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense is recognized on a straight-line basis over the lease term.

For fiscal 2018, the Company evaluated and classified its leases as operating leases for financial reporting purposes, in accordance with ASC 840.

disclosures.

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In accordance with ASC 840, deferred rent represents the difference between rent paid and amounts expensed for operating leases. Certain leases have scheduled rent increases, and certain leases include an initial period of free or reduced rent as an inducement to enter into the lease agreement (“rent holidays”). The Company recognized rent expense for rent increases and rent holidays on a straight-line basis over the term of the underlying leases, without regard to when rent payments are made. The calculation of straight-line rent begins on the possession date and extends through the “reasonably assured” lease term as defined in ASC 840.

Additionally, in accordance with ASC 840, landlord allowances for tenant improvements, or lease incentives, were recorded as deferred rent and amortized on a straight-line basis over the “reasonably assured” lease term as a component of rent expense.

See Note 6 for a further discussion on leases. 

Business combinations

The Company allocates the purchase price of acquired companies to the tangible and intangible assets acquired and liabilities assumed based on their estimated fair values. The excess of the purchase price over these fair values is recorded as goodwill. The Company has engaged an independent third-party valuation firm to assist in determining the fair values of certain assets acquired and liabilities assumed. Such valuations require management to make certain estimates and assumptions. The fair values assigned to the identified tangible and intangible assets are discussed in Note 13. 

Estimates in valuing the operating lease right of use asset include but are not limited to: market lease rates and discount rates. Management’s estimates of fair value are based upon assumptions believed to be reasonable, but which are inherently uncertain and thus, actual results may differ from estimates.

Recently Issued Accounting Pronouncements

In August 2018, the FASB issued ASU No. 2018-15, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing ArrangementThat Is a Service Contract. This standard aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The Company’s accounting for the service element of a hosting arrangement that is a service contract is not affected by the proposed amendments and will continue to be expensed as incurred in accordance with existing guidance. This standard does not expand on existing disclosure requirements except to require a description of the nature of hosting arrangements that are service contracts. This standard is effective for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted, including adoption in any interim period for which financial statements have not been issued. Entities can choose to adopt the new guidance prospectively or retrospectively. The

Company plans to adopt the updated disclosure requirements of ASU No. 2018-15 prospectively in the first quarter of fiscal 2020, coinciding with the standard’s effective date, and expects the impact from this standard to be immaterial.

(3) Revenue Recognition

Revenue recognition accounting policy

The Company operates solely as an outdoor retailer, which includes both retail stores and an e-commerce platform, that offers a broad range of products in the United States and online. Generally, all revenues are recognized when control of the promised goods is transferred to customers, in an amount that reflects the consideration in exchange for those goods. Accordingly, the Company implicitly enters into a contract with customers to deliver merchandise inventory at the point of sale. Collectability is reasonably assured since the Company only extends credit for immaterial credit purchases to certain municipalities.

Substantially all of the Company’s revenue is for single performance obligations for the following distinct items:

·

Retail store sales

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·

E-commerce sales

·

Gift cards and loyalty reward program

For performance obligations related to retail store and e-commerce sales contracts, the Company typically transfers control, for retail stores, upon consummation of the sale when the product is paid for and taken by the customer. For performance obligations related tocustomer and, for e-commerce sales, contracts, the Company typically transfers control when the products are tendered for delivery to the common carriercarrier.

The transaction price for each contract is the stated price on the product, reduced by any stated discounts at that point in time. The Company does not engage in sales of products that attach a future material right which could result in a separate performance obligation for the purchase of goods in the future at a material discount. The implicit point-of-sale contract with the customer, as reflected in the transaction receipt, states the final terms of the sale, including the description, quantity, and price of each product purchased. Payment for the Company’s contracts is due in full upon delivery. The customer agrees to a stated price implicit in the contract that does not vary over the contract.

The transaction price relative to sales subject to a right of return reflects the amount of estimated consideration to which the Company expects to be entitled. This amount of variable consideration included in the transaction price, and measurement of net sales, is included in net sales only to the extent that it is probable that there will be no significant reversal in a future period. Actual amounts of consideration ultimately received may differ from the Company’s estimates. The allowance for sales returns is estimated based upon historical experience and a provision for estimated returns is recorded as a reduction in sales in the relevant period. The estimated merchandise inventory cost related to the sales returns is recorded in prepaid expenses and other. The estimated refund liabilities are recorded in accrued expenses. If actual results in the future vary from the Company’s estimates, the Company adjusts these estimates, which would affect net sales and earnings in the period such variances become known.

Contract liabilities are recognized primarily for gift card sales and our loyalty reward program. Cash received from the sale of gift cards is recorded as a contract liability in accrued expenses, and the Company recognizes revenue upon the customer’s redemption of the gift card. Gift card breakage is recognized as revenue in proportion to the pattern of customer redemptions by applying a historical breakage rate of 3.0%3.5% when no0 escheat liability to relevant jurisdictions exists. Based upon historical experience, gift cards are predominantly redeemed in the first two years following their issuance date. The Company does not sell or provide gift cards that carry expiration dates. ASC

Accounting Standards Codification (“ASC”) 606 requires the Company to allocate the transaction price between the goods and the loyalty reward points based on the relative stand alone selling price. The Company recognized revenue for the breakage of loyalty reward points as revenue in proportion to the pattern of customer redemption of the points by applying a historical breakage rate of 35%50% when no0 escheat liability to relevant jurisdictions exists.

Taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction, that are collected by the Company from a customer, are excluded from revenue.

9

Table of Contents

Sales returns

The Company allows customers to return items purchased within 30 days provided the merchandise is in resaleable condition with original packaging and the original sales/gift receipt is presented. The Company estimates a reserve for sales returns and records the respective reserve amounts, including a right ofto return asset when a product is expected to be returned and resold. Historical experience of actual returns and customer return rights are the key factors used in determining the estimated sales returns.

Contract balances

The following table provides information about right of return assets, contract liabilities, and sales return liabilities with customers as of November 2, 2019:October 31, 2020 and February 1, 2020:

 

 

 

 

 

 

    

November 2, 2019

    

February 2, 2019

    

October 31, 2020

    

February 1, 2020

Right of return assets, which are included in prepaid expenses and other

 

$

1,608

 

$

1,496

$

2,323

$

1,683

Estimated contract liabilities, net of breakage

 

 

(18,725)

 

 

(20,298)

Estimated gift card contract liability, net of breakage

(16,088)

(13,575)

Estimated loyalty contract liability, net of breakage

(8,654)

(9,621)

Sales return liabilities, which are included in accrued expenses

 

 

(2,400)

 

 

(2,233)

(3,467)

(2,512)

10

For the 13 and 39 weeks ended October 31, 2020, the Company recognized approximately $287 and $809 in gift card breakage and approximately $820 and $2,148 in loyalty reward breakage, respectively. For the 13 and 39 weeks ended November 2, 2019, the Company recognized approximately $235 and $740 in gift card breakage and approximately $404 and $1,064 in loyalty reward breakage, respectively. For the 13 and 39 weeks ended November 3, 2018,October 31, 2020, the Company recognized approximately $147revenue of $1,428 and $652 in gift card breakage and approximately $327 and $880 in loyalty reward breakage, respectively.$6,849 relating to contract liabilities that existed at February 1, 2020.

The current balance of the right of return assets is the expected amount of inventory to be returned that is expected to be resold. The current balance of the contract liabilities primarily relates to the gift card and loyalty reward program liabilities. The Company expects the revenue associated with these liabilities to be recognized in proportion to the pattern of customer redemptions over the next two years. The current balance of sales return liabilities is the expected amount of sales returns from sales that have occurred.

Disaggregation of revenue from contracts with customers

In the following table, revenue from contracts with customers is disaggregated by department. The percentage of net sales related to the Company’s departments for the 13 and 39 weeks ended October 31, 2020 and November 2, 2019, and November 3, 2018, was approximately:

Thirteen Weeks Ended

Thirty-Nine Weeks Ended

October 31,

November 2,

    

October 31,

    

November 2,

Department

    

Product Offerings

    

2020

    

2019

    

2020

    

2019

Camping

Backpacks, camp essentials, canoes and kayaks, coolers, outdoor cooking equipment, sleeping bags, tents and tools

12.9%

14.9%

13.8%

15.5%

Apparel

Camouflage, jackets, hats, outerwear, sportswear, technical gear and work wear

8.6%

10.3%

6.5%

8.7%

Fishing

Bait, electronics, fishing rods, flotation items, fly fishing, lines, lures, reels, tackle and small boats

7.8%

8.9%

11.5%

12.6%

Footwear

Hiking boots, socks, sport sandals, technical footwear, trail shoes, casual shoes, waders and work boots

5.6%

7.5%

5.3%

7.4%

Hunting and Shooting

Ammunition, archery items, ATV accessories, blinds and tree stands, decoys, firearms, reloading equipment and shooting gear

57.4%

48.5%

56.3%

47.4%

Optics, Electronics, Accessories, and Other

Gift items, GPS devices, knives, lighting, optics, two-way radios, and other license revenue, net of revenue discounts

7.7%

9.9%

6.6%

8.4%

Total

100.0%

100.0%

100.0%

100.0%

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Thirteen Weeks Ended

 

Thirty-Nine Weeks Ended

 

 

 

 

 

November 2,

 

November 3,

    

November 2,

    

November 3,

 

Department

    

Product Offerings

    

2019

    

2018

    

2019

    

2018

 

Camping

 

Backpacks, camp essentials, canoes and kayaks, coolers, outdoor cooking equipment, sleeping bags, tents and tools

 

14.9%

 

14.5%

 

15.5%

 

15.6%

 

Clothing

 

Camouflage, jackets, hats, outerwear, sportswear, technical gear and work wear

 

10.3%

 

9.8%

 

8.7%

 

8.2%

 

Fishing

 

Bait, electronics, fishing rods, flotation items, fly fishing, lines, lures, reels, tackle and small boats

 

8.9%

 

8.6%

 

12.6%

 

12.3%

 

Footwear

 

Hiking boots, socks, sport sandals, technical footwear, trail shoes, casual shoes, waders and work boots

 

7.5%

 

7.8%

 

7.4%

 

7.3%

 

Hunting and Shooting

 

Ammunition, archery items, ATV accessories, blinds and tree stands, decoys, firearms, reloading equipment and shooting gear

 

48.5%

 

48.7%

 

47.4%

 

47.9%

 

Optics, Electronics, Accessories, and Other

 

Gift items, GPS devices, knives, lighting, optics (e.g. binoculars), two-way radios, and other license revenue, net of revenue discounts

 

9.9%

 

10.6%

 

8.4%

 

8.7%

 

Total

 

 

 

100.0%

 

100.0%

 

100.0%

 

100.0%

 

(4) Property and Equipment

Property and equipment as of November 2, 2019October 31, 2020 and February 2, 20191, 2020 were as follows:

 

 

 

 

 

 

 

 

November 2,

 

February 2,

 

    

2019

    

2019

 

October 31,

February 1,

    

2020

    

2020

 

Furniture, fixtures, and equipment

 

$

83,576

 

$

71,820

 

$

93,459

$

84,059

Leasehold improvements

 

 

101,578

 

 

94,573

 

107,026

103,791

Construction in progress

 

 

12,560

 

 

1,743

 

5,241

1,571

Total property and equipment, gross

 

 

197,714

 

 

168,136

 

205,726

189,421

Less accumulated depreciation and amortization

 

 

(90,087)

 

 

(76,052)

 

(106,231)

(90,654)

Total property and equipment, net

 

$

107,627

 

$

92,084

 

$

99,495

$

98,767

11

(5) Accrued Expenses

Accrued expenses consisted of the following as of November 2, 2019October 31, 2020 and February 2, 2019:1, 2020:

 

 

 

 

 

 

 

November 2,

 

February 2,

    

2019

    

2019

October 31,

February 1,

    

2020

    

2020

Book overdraft

 

$

14,053

 

$

10,297

$

20,386

$

15,827

Unearned revenue

 

 

20,906

 

 

21,836

29,928

25,705

Accrued payroll and related expenses

 

 

10,486

 

 

11,590

25,605

11,436

Sales and use tax payable

 

 

5,668

 

 

4,250

9,134

5,169

Accrued construction costs

 

 

1,366

 

 

760

796

1,112

Other

 

 

11,719

 

 

7,651

20,581

10,869

Total accrued expenses

 

$

64,198

 

$

56,384

$

106,430

$

70,118

(6) Leases

At the inception of the lease, the Company’s operating leases have remaining certain lease terms of up to 10 years, which typically includes multiple options for the Company to extend the lease which are not reasonably certain.certain and as such are excluded from the measurement of the right of use asset and liability.

The adoption of ASC 842 resultedCompany determines whether a contract is or contains a lease at contract inception. Beginning in recording a non-cash transitional adjustment to ROUfiscal 2019, operating lease assets and operating lease liabilities are recognized at commencement date based on the present value of $183,000 and $214,000, respectively, asremaining fixed lease payments over the lease term. As the rate implicit in the lease is not readily determinable in most of February 3, 2019.the Company’s leases, it uses its incremental borrowing rate based on the information available at commencement date to determine the present value of lease payments. The difference betweenCompany's incremental borrowing rate for a lease is the ROU assets andrate of interest it would have to pay on a collateralized basis to borrow an amount equal to the lease payments under similar terms. The operating lease liabilities at transition primarily represented existing deferred rent, tenant improvement allowancesasset also includes any fixed lease payments made and prepaid rent of $14,200,  $20,600includes lease incentives and $3,800, respectively, which were recorded asincurred initial direct costs. Operating lease expense for fixed lease payments is recognized on a component ofstraight-line basis over the ROU asset in connection withlease term. The Company’s lease terms may include options to extend or terminate the non-cash transitional adjustment. As a result oflease. Additionally, the adoption of ASC 842, the Company also recorded an increase to retained earnings of $9,300, net of tax, as of February 3, 2019, in relation to the accelerated recognition of a deferred gain, and derecognition of the related deferred tax asset, which the Company was amortizing relating to the historical sales of owned properties it currently leases.Company’s leases do not contain any material residual guarantees or material restrictive covenants.

As of November 2, 2019, ROU assets recorded for operating leases were $211,957 and accumulated amortization associated with operating leases was $22,571. In the 13 and 39 weeks ended November 2, 2019,October 31, 2020, the Company recorded a non-cash increase, net of $34,215terminations, of $20,329 and $48,737,$32,102, respectively, to ROUthe right of use assets and operating lease liabilities resulting from lease remeasurements from the exercise of lease extension options, acquired leases, and new leases added.

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants. 

In accordance with ASC 842, total lease expense, including common area maintenance (CAM)(“CAM”), recorded during the 13 and 39 weeks ended October 31, 2020 was $17,068 and $50,270, respectively.

In accordance with ASC 842, total lease expense, including CAM, recorded during the 13 and 39 weeks ended November 2, 2019 was $14,666 and $43,480, respectively.

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Table of Contents

In accordance with ASC 842, other information related to leases was as follows:

 

 

 

 

Thirty-Nine Weeks Ended

 

November 2,

    

2019

Thirty-Nine Weeks Ended

October 31,

November 2,

    

2020

2019

Operating cash flows from operating leases

 

$

(36,300)

$

(41,257)

$

(36,300)

Cash paid for amounts included in the measurement of lease liabilities - operating leases

 

 

(36,300)

(41,257)

(36,300)

 

 

 

 

As of November 2,

    

2019

 

 

 

As of October 31,

As of November 2,

    

2020

2019

Right-of-use assets obtained in exchange for new or remeasured operating lease liabilities

 

$

48,737

$

33,392

$

48,737

Terminated right-of-use assets and liabilities

(3,202)

Weighted-average remaining lease term - operating leases

 

 

5.52

5.11

5.52

Weighted-average discount rate - operating leases

 

 

7.90%

8.09%

7.90%

12

In accordance with ASC 842, maturities of operating lease liabilities as of November 2, 2019October 31, 2020 were as follows:

 

 

 

 

Operating

Operating

Year Endings:

Year Endings:

Leases

Year Endings:

Leases

2019 (remainder)

 

$

17,661

2020

 

 

53,217

2020 (remainder)

$

14,416

2021

 

 

49,980

56,232

2022

 

 

45,801

53,245

2023

 

 

40,795

48,574

2024

40,158

Thereafter

 

 

112,573

161,734

Undiscounted cash flows

 

$

320,027

$

374,359

Reconciliation of lease liabilities:

 

 

 

Present values

 

$

240,139

$

263,063

Lease liabilities - current

 

 

35,451

35,730

Lease liabilities - noncurrent

 

 

204,688

227,333

Lease liabilities - total

 

$

240,139

$

263,063

Difference between undiscounted and discounted cash flows

 

$

79,888

$

111,296

In accordance with ASC 840, rent expense for operating leases consisted of the following:

 

 

 

 

 

 

Thirteen Weeks Ended

 

 

November 3,

 

    

2018

Operating lease expense

 

$

13,974

Total lease expense

 

 

13,974

 

 

 

 

 

 

Thirty-Nine Weeks Ended

 

 

November 3,

 

    

2018

Operating lease expense

 

$

40,448

Total lease expense

 

 

40,448

In accordance with ASC 840, future minimum lease payments under non-cancelable leases as of February 2, 2019 were as follows:

 

 

 

 

 

 

Operating

Year Endings:

Leases

2019

 

$

47,551

2020

 

 

46,824

2021

 

 

43,070

2022

 

 

38,160

2023

 

 

33,246

Thereafter

 

 

74,821

Total minimum lease payments

 

$

283,672

(7) Revolving Line of Credit

On May 23, 2018, Sportsman’s Warehouse, Inc. (“SWI”), a wholly owned subsidiary of the Company, as lead borrower, and Wells Fargo Bank, National Association (“Wells Fargo”), with a consortium of banks led by Wells Fargo, entered into an Amended and Restated Credit Agreement (as amended, restated, supplemented or otherwise modified, the “Amended Credit Agreement”). The Amended Credit Agreement amended and restated in its entirety that certain Credit Agreement, dated as of May 28, 2010, by and among SWI, as borrower, and Wells Fargo, as lender, and the other parties listed on the signature pages thereto.

13

The Amended Credit Agreement increased the amount available to borrow undergoverns the Company’s senior secured revolving credit facility (“Revolving Line of Credit”) from $150,000and a $40,000 term loan (the “Term Loan”).  The Revolving Line of Credit provides a borrowing capacity of up to $250,000, subject to a borrowing base calculation, andcalculation.  Information on the Term Loan is provided for a new $40,000 term loan (the “Term Loan”).in Note 8. 

In conjunction with the Amended Credit Agreement, the Company incurred $1,331 of fees paid to various parties which were capitalized. Fees associated with the Revolving Line of Credit were recorded in prepaid expenses and other assets.other. Fees associated with the Term Loan offset the loan balance on the condensed consolidated balance sheet of the Company.

As of November 2, 2019,October 31, 2020, and February 2, 2019,1, 2020, the Company had $141,637$0 and $151,341$123,478 in outstanding revolving loans under the Revolving Line of Credit, respectively. Amounts outstanding are offset on the condensed consolidated balance sheets by amounts in depository accounts under lock-box or similar arrangements, which were $10,872$16,844 and $7,035$7,400 as of November 2, 2019

12

Table of Contents

October 31, 2020 and February 2, 2019,1, 2020, respectively. As of November 2, 2019,October 31, 2020, the Company had stand-by commercial letters of credit of $1,705 under the terms of the Revolving Line of Credit.

The Amended Credit Agreement contains customary affirmative and negative covenants, including covenants that limit the Company’s ability to incur, create or assume certain indebtedness, to create, incur or assume certain liens, to make certain investments, to make sales, transfers and dispositions of certain property and to undergo certain fundamental changes, including certain mergers, liquidations and consolidations. The Amended Credit Agreement also requires the Company to maintain a minimum availability at all times of not less than 10% of the gross borrowing base. The Amended Credit Agreement contains customary events of default. The Revolving Line of Credit matures on May 23, 2023.

As of November 2, 2019,October 31, 2020, the Revolving Line of Credit had $897$646 in deferred financing fees and as of February 2, 2019,1, 2020, the Revolving Line of Credit had $1,085$834 in deferred financing fees. During the 13 and 39 weeks ended October 31, 2020, the Company recognized $63 and $188, respectively of non-cash interest expense with respect to the amortization of deferred financing fees. During the 13 and 39 weeks ended November 2, 2019, the Company recognized $67 and $188, respectively of non-cash interest expense with respect to the amortization of these deferred financing fees. During

For the 13 and 39 weeks ended November 3, 2018,October 31, 2020, gross borrowings under the Company recognized $67Revolving Line of Credit were $403,960 and $129, respectively, of non-cash interest expense with respect to the amortization of deferred financing fees.

$984,577, respectively. For the 13 and 39 weeks ended November 2, 2019 gross borrowingsborrowing under the Revolving Line of Credit were $271,309 and $676,639, respectively. For the 13 and 39 weeks ended November 3, 2018October 31, 2020, gross borrowingpaydowns under the Revolving Line of Credit were $256,006$424,826 and $792,092,$1,110,758, respectively. For the 13 and 39 weeks ended November 2, 2019, gross paydowns under the Revolving Line of Credit were $268,972 and $692,989, respectively. For the 13 and 39 weeks ended November 3, 2018, gross paydowns under the Revolving Line of Credit were $253,549 and $676,086, respectively.

(8) Long-Term Debt

Long-term debt consisted of the following as of November 2, 2019October 31, 2020 and February 2, 2019:1, 2020:

 

 

 

 

 

 

 

 

November 2,

 

February 2,

 

    

2019

    

2019

 

October 31,

February 1,

    

2020

    

2020

 

Term loan

 

 

30,000

 

 

36,000

 

$

8,000

30,000

Less debt issuance costs

 

 

(304)

 

 

(368)

 

(50)

(283)

 

 

29,696

 

 

35,632

 

7,950

29,717

Less current portion, net of discount and debt issuance costs

 

 

(7,915)

 

 

(7,915)

 

(5,936)

Long-term portion

 

$

21,781

 

$

27,717

 

$

7,950

$

23,781

Term Loan

On May 23, 2018, the Company Sportsman’s Warehouse, a wholly owned subsidiary of Holdings, as lead borrower, and Wells Fargo, with a consortium of banks led by Wells Fargo, entered into the Amended Credit Agreement.  The Amended Credit Agreement governs the Revolving Line of Credit and the Term Loan.  The Term Loan which was issued at a price of 100% of the aggregate principal amount of $40,000 and has a maturity date of May 23, 2023.

Also  Information on May 23, 2018, the Company borrowed $135,400 under the Revolving Line of Credit and used the proceeds from the Term Loan and the Revolving Line of Credit to repay the Company’s prior term loan with a financial institution that had an outstanding principal balance of $134,700 and was scheduled to mature on December 3, 2020 (the “Prior Term Loan”).is provided in Note 7.

14

The Term Loan bears interest at a rate of LIBOR plus 5.75%. The effective rate for the Term Loan as of October 31, 2020 was 6.75%

As of November 2, 2019October 31, 2020, and February 2, 2019,1, 2020, the Term Loan had an outstanding balance of $30,000$8,000 and $36,000,$30,000, respectively. The outstanding amounts under the Term Loan as of November 2, 2019October 31, 2020 and February 2, 20191, 2020 are offset on the condensed consolidated balance sheets by an unamortized debt issuance costs of $304$50 and $368,$283, respectively.

During the 13 and 39 weeks ended October 31, 2020, the Company recognized $102 and $233, respectively, of non-cash interest expense with respect to the amortization of the deferred financing fees. During the 13 and 39 weeks ended November 2, 2019, the Company recognized $21 and $64, respectively, of non-cash interest expense with respect to the amortization of the debt issuance costs. During the 13 and 39 weeks ended November 3, 2018, the Company recognized $21 and $1,152, respectively, of non-cash interest expense with respect to the amortization of the debt issuance costs.deferred financing fees.

During the 13 and 39 weeks ended November 3, 2018, the Company recognized $0 and $678, respectively, of non-cash interest expense with respect to the amortization of the discount related to the Prior Term Loan.

During the 13 weeks ended November 2, 2019,October 31, 2020, the Company made the required quarterlya voluntary $8,000 payment on the Term LoanLoan.

13

Table of $2,000.Contents

Restricted Net Assets

The provisions of the Term Loan and the Revolving Line of Credit restrict all of the net assets of the Company’s consolidated subsidiaries, which constitute all of the net assets on the Company’s condensed consolidated balance sheet as of November 2, 2019,October 31, 2020, from being used to pay any dividends without prior written consent from the financial institutions party to the Company’s Term Loan and Revolving Line of Credit.

(9) Income Taxes

The Company recognized income tax expense of $3,287 and $2,480 in the 13 weeks ended November 2, 2019 and November 3, 2018, respectively. The Company recognized an income tax expense of $3,195$9,530 and 3,406$3,287 in the 3913 weeks ended October 31, 2020 and November 2, 2019, and November 3, 2018, respectively. The Company’s effective tax rate for the 13 weeks ended October 31, 2020 and November 2, 2019 was 23.8% and 23.9%, respectively. The Company recognized an income tax expense of $20,690 and $3,195 in the 39 weeks ended October 31, 2020 and November 3, 2018 was 23.9% and 16.7%,2, 2019, respectively. The Company’s effective tax rate for the 39 weeks ended October 31, 2020 and November 2, 2019 was 25.1% and November 3, 2018 was 23.3% and 20.6%, respectively. The Company’s effective tax rate will generally differ from the U.S. Federal statutory rate of 21.0%, due to state taxes, permanent items, and discrete items relating to stock award deductions.

(10) Earnings Per Share

Basic earnings per share is calculated by dividing net income by the weighted-average number of shares of common stock outstanding, reduced by the number of shares repurchased and held in treasury, during the period. Diluted earnings per share represents basic earnings per share adjusted to include the potentially dilutive effect of outstanding share option awards, nonvested share awards and nonvested share unit awards.

15

The following table sets forth the computation of basic and diluted income per common share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thirteen Weeks Ended

 

Thirty-Nine Weeks Ended

 

 

 

November 2,

 

 

November 3,

 

 

November 2,

 

 

November 3,

 

    

 

2019

    

 

2018

    

 

2019

    

 

2018

 

Thirteen Weeks Ended

Thirty-Nine Weeks Ended

October 31,

November 2,

October 31,

November 2,

    

2020

    

2019

    

2020

    

2019

Net income

 

$

10,493

 

$

12,398

 

$

10,532

 

$

13,121

 

$

30,482

$

10,493

$

61,813

$

10,532

Weighted-average shares of common stock outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

43,230

 

 

42,938

 

 

43,126

 

 

42,854

 

43,609

43,230

43,490

43,126

Dilutive effect of common stock equivalents

 

 

329

 

 

156

 

 

190

 

 

83

 

901

329

770

190

Diluted

 

 

43,559

 

 

43,094

 

 

43,316

 

 

42,937

 

44,510

43,559

44,260

43,316

Basic earnings per share

 

$

0.24

 

$

0.29

 

$

0.24

 

$

0.31

 

$

0.70

$

0.24

$

1.42

$

0.24

Diluted earnings per share

 

$

0.24

 

$

0.29

 

$

0.24

 

$

0.31

 

$

0.68

$

0.24

$

1.40

$

0.24

Restricted stock units considered anti-dilutive and excluded in the calculation

 

 

16

 

 

216

 

 

42

 

 

49

 

4

16

25

42

(11) Stock-Based Compensation

Stock-Based Compensation

During the 13 and 39 weeks ended October 31, 2020 the Company recognized total stock-based compensation expense of $882 and $2,436, respectively. During the 13 and 39 weeks ended November 2, 2019 and November 3, 2018, the Company recognized total stock-based compensation expense of $619 and $380, respectively. During the 39 weeks ended November 2, 2019 and November 3, 2018, the Company recognized stock-based compensation expense of $1,567, and $2,434, respectively. Compensation expense related to the Company's stock-based payment awards is recognized in selling, general, and administrative expenses in the condensed consolidated statements of operations.

Employee Stock Plans

As of November 2, 2019,October 31, 2020, the number of shares available for awards under the 2019 Performance Incentive Plan (the “2019 Plan”) was 3,071.2,598. As of November 2, 2019,October 31, 2020, there were 1,0881,207 unvested stock awards outstanding under the 2019 Plan.

14

Table of Contents

Employee Stock Purchase Plan

The Company also has an Employee Stock Purchase Plan (“ESPP”) that was approved by shareholders in fiscal year 2015, under which 800 shares of common stock have been authorized. Shares are issued under the ESPP twice yearly at the end of each offering period. For the 13 and 39 weeks ended November 2, 2019,October 31, 2020, 0 and 54 shares respectively, were issued under the ESPP and, as of October 31, 2020, the number of shares available for issuance was 512.406.

Nonvested Restricted Stock Awards

During the 13 and 39 weeks ended October 31, 2020 and November 2, 2019, and November 3, 2018, the Company did not issue any nonvested restricted stock awards to employees.

16

The following table sets forth the rollforward of outstanding nonvested stock awards (per share amounts are not in thousands):

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

average

 

 

 

 

grant-date

 

    

Shares

    

fair value

 

Weighted

average

grant-date

    

Shares

    

fair value

 

Balance at February 2, 2019

 

26

 

$

11.25

 

26

$

11.25

Grants

 

 —

 

 

 —

 

Forfeitures

 

 —

 

 

 —

 

Vested

 

(26)

 

 

11.25

 

(26)

11.25

Balance at November 2, 2019

 

 —

 

$

 —

 

$

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

average

 

 

 

 

grant-date

 

    

Shares

    

fair value

 

Balance at February 3, 2018

 

108

 

$

11.25

 

Grants

 

 —

 

 

 —

 

Forfeitures

 

(2)

 

 

 —

 

Vested

 

(80)

 

 

11.25

 

Balance at November 3, 2018

 

26

 

$

11.25

 

Nonvested Performance-Based Stock Awards

During the 13 weeks ended October 31, 2020, the Company did not issue any nonvested performance-based stock awards. During the 39 weeks ended October 31, 2020, the Company issued 206 nonvested performance-based stock awards to employees at a weighted average grant date fair value of $5.95 per share. The nonvested performance-based stock awards issued to employees vest in full on the third anniversary of the grant date. The number of shares issued is contingent on management achieving fiscal year 2020, 2021, and 2022 performance targets for total revenue growth and adjusted EPS. If minimum threshold performance targets are not achieved, 0 shares will vest. The maximum number of shares subject to the award is 412, and the “target” number of shares subject to the award is 206 as reported below. Following the end of the performance period (fiscal years 2020, 2021, and 2022), the number of shares eligible to vest, based on actual performance, will be fixed and vesting will then be subject to each employee’s continued employment over the remaining service period.

During the 13 weeks ended November 2, 2019 the Company did not issue any performance-based stock awards.awared. During the 39 weeks ended November 2, 2019, the Company issued 289 nonvested performance-based stock awards to employees at a weighted average grant date fair value of $3.56 per share. The nonvested performance-based stock awards issued to employees vest in full on the third anniversary of the grant date. The number of shares issued iswas contingent on management achieving fiscal year 2019 performance targets for omni-channel revenue growth and adjusted EPS. If minimum threshold performance targets are not achieved, no0 shares willwould vest. The maximum number of shares subject to the award is 578, and the “target” number of shares subject to the award is 289 as reported below. Following the end of the performance period (fiscal year 2019), the number of shares eligible to vest, based on actual performance, will be fixed and vesting will then be subject to each employee’s continued employment over the remaining service period.

During the 13 weeks ended November 3, 2018, the Company did not issue any performance-based stock awards. During the 39 weeks ended November 3, 2018, the Company issued 163��nonvested performance-based stock awards to employees at a weighted average grant date fair value of $4.91 per share. The nonvested performance-based stock awards issued to employees vest over three years with one third vesting on each grant date anniversary. The number of shares issued was contingent on management achieving fiscal year 2018 performance targets for same store sales and gross margin.

226.

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Table of Contents

The following table sets forth the rollforward of outstanding nonvested performance-based stock awards (per share amounts are not in thousands):

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

average

 

 

 

 

grant-date

 

    

Shares

    

fair value

 

Weighted

average

grant-date

    

Shares

    

fair value

 

Balance at February 1, 2020

250

$

3.66

Grants

206

5.95

Forfeitures

(38)

4.33

Vested

Balance at October 31, 2020

418

$

4.73

Weighted

average

grant-date

Shares

    

fair value

Balance at February 2, 2019

 

34

 

$

6.07

 

34

$

6.07

Grants

 

289

 

 

3.56

 

289

3.56

Forfeitures

 

(7)

 

 

4.91

 

(7)

4.91

Vested

 

(6)

 

 

11.25

 

(6)

11.25

Balance at November 2, 2019

 

310

 

$

3.64

 

310

$

3.64

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

average

 

 

 

 

grant-date

 

 

Shares

    

fair value

 

Balance at February 3, 2018

 

49

 

$

11.25

 

Grants

 

163

 

 

4.91

 

Forfeitures

 

(5)

 

 

5.36

 

Vested

 

(46)

 

 

11.25

 

Balance at November 3, 2018

 

161

 

$

5.15

 

Nonvested Stock Unit Awards

During the 13 and 39 weeks ended October 31, 2020, the Company issued 4 and 430, nonvested stock units, respectively, to employees and directors of the Company at an average value of $6.37 per share. The shares issued to employees of the Company vest over a three year period with one third of the shares vesting on each grant date anniversary. The shares issued to members of the Board of Directors of the Company vest over a twelve month period.

During the 13 and 39 weeks ended November 2, 2019, the Company issued 6 and 622 nonvested stock units to employees and members of the Board of Directors of the Company respectively, at an average value of $4.08 per share. The shares issued to employees of the Company vest over a three year period with one third of the shares vesting on each grant date anniversary. The shares issued to the members of the Board of Directors of the Company vest over a twelve month period.

During the 13 weeks ended November 3, 2018, the Company issued 3 nonvested stock units to employees of the Company at an average value of $5.56 per share. During the 39 weeks ended November 3, 2018, the Company issued 322 nonvested stock units to employees of the Company and independent members of the Board of Directors at an average value of $4.88 per share.

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Table of Contents

The following table sets forth the rollforward of outstanding nonvested stock units (per share amounts are not in thousands):

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

average

 

 

 

 

grant-date

 

    

Shares

    

fair value

 

Weighted

average

grant-date

    

Shares

    

fair value

 

Balance at February 1, 2020

744

$

4.32

Grants

430

6.37

Forfeitures

(63)

4.71

Vested

(320)

4.70

Balance at October 31, 2020

791

$

5.25

Weighted

average

grant-date

    

Shares

    

fair value

 

Balance at February 2, 2019

 

441

 

$

4.92

 

441

$

4.92

Grants

 

622

 

 

4.08

 

622

4.08

Forfeitures

 

(53)

 

 

5.13

 

(53)

5.13

Vested

 

(237)

 

 

4.74

 

(237)

4.74

Balance at November 2, 2019

 

773

 

$

4.29

 

773

$

4.29

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

average

 

 

 

 

grant-date

 

    

Shares

    

fair value

 

Balance at February 3, 2018

 

419

 

$

5.15

 

Grants

 

322

 

 

4.88

 

Forfeitures

 

(8)

 

 

4.91

 

Vested

 

(279)

 

 

5.23

 

Balance at November 3, 2018

 

454

 

$

4.91

 

(12) Commitments and Contingencies

Legal Matters

The Company is involved in various legal matters generally incidental to its business. After discussion with legal counsel, management is not aware of any matters for which the likelihood of a loss is probable and reasonably estimable and which could have a material impact on its consolidated financial condition, liquidity, or results of operations.

Parsons v. Colt’s Manufacturing Company, 2:19-cv-01189-APG-EJY – On July 2, 2019 the estate and family of a victim of the Route 91 Harvest Festival shooting filed litigation against 16 defendants, one1 of which being a subsidiary of Sportsman’s Warehouse Holdings, Inc., for wrongful death and negligence. The Company believes the plaintiffs’ attempts to re-interpret the federal National Firearms Act and Gun Control Act are improper and intend to vigorously defend ourselves in the matter. No reasonable estimate of the amount of any potential losses or range of potential losses relating to this matter can be determined at this time.

TMS McCarthy, LP, Etc., Pltf. v. Sportsman’s Warehouse Southwest, Inc. Etc. Et Al., Dfts.- On June 23, 2020 TMS McCarthy, LP filed a complaint against Sportsman’s Warehouse Southwest, Inc., a wholly owned subsidiary of Sportsman’s Warehouse Holdings Inc., claiming the Company wrongfully terminated the lease relating to one of its stores. The Company believes the plaintiffs’ complaint is without merit based on the plain language of the lease at issue and on August 14, 2020 filed a counterclaim for declaratory relief. No reasonable estimate of the amount of any potential losses or range of potential losses relating to this matter can be determined at this time.

(13) Acquisition of Field and Stream Stores

2020 Acquisitions

On September 28, 2019, Sportsman’s Warehouse, Inc. (“SWI”),February 14, 2020, SWI, a wholly owned subsidiary of the Company, entered into an Asset Purchase Agreement (the “2020-I Purchase Agreement”) with DICK’s Sporting Goods (“DICK’S”). Pursuant to the 2020-I Purchase Agreement, SWI agreed, subject to certain conditions, to acquire from DICK’S all cash, inventory, furniture, fixtures, and equipment, and certain other assets related to 1 Field & Stream store located in Kentucky and operated by DICK’S (the “2020-I Acquisition”).The acquisition of the 2020-I Acquisition closed on March 12, 2020 (the “2020-I Closing Date”). On the 2020-I Closing Date, SWI entered into a sublease with DICK’s with respect to the 2020-I Acquisition location. Pursuant to the 2020-I Purchase Agreement and in connection with closing of the acquisition, the parties also

17

Table of Contents

entered into a transition services agreement pursuant to which DICK’S provided transition services to the Company for a period of up to 120 days after the 2020-I Closing Date.

The aggregate consideration paid to DICK’S under the 2020-I Purchase Agreement was $2,139 (the “2020-I Purchase Price”), subject to certain post-closing adjustments set forth in the 2020-I Purchase Agreement. On the 2020-I Closing Date, SWI drew $1,100 under the Revolving Line of Credit to fund a portion of the 2020-I Purchase Price. The remaining approximately $1,000 of consideration owed to DICK’S in connection with the acquisition was paid in June 2020.

On March 6, 2020, SWI, a wholly owned subsidiary of the Company, entered into an Asset Purchase Agreement (the “2020-II Purchase Agreement”) with DICK’S. Pursuant to the 2020-II Purchase Agreement, SWI agreed, subject to certain conditions, to acquire from DICK’S all cash, inventory, furniture, fixtures, and equipment, and certain other assets related to 1 Field & Stream store located in Michigan and operated by DICK’S (the “2020-II Acquisition”). The 2020-II Acquisition closed on May 14, 2020 (the “2020-II Closing Date”). On the 2020-II Closing Date, SWI entered into a sublease with DICK’s with respect to the 2020-II Acquisition. Pursuant to the 2020-II Purchase Agreement and in connection with closing of the acquisition, the parties also entered into a transition services agreement related to the 2020-II Acquisition pursuant to which DICK’S provided transition services to the Company for a period of up to 120 days after the 2020-II Closing Date.

The aggregate consideration paid to DICK’S under the 2020-II Purchase Agreement was $2,411 (the “2020-II Purchase Price”), subject to certain post-closing adjustments set forth in the 2020-II Purchase Agreement. On the 2020-II Closing Date, SWI drew $1,317 under the Revolving Line of Credit to fund a portion of the 2020-II Purchase Price. The remaining approximately $1,100 of consideration owed to DICK’S in connection with the acquisition was paid in August 2020.

On September 16, 2020, SWI, a wholly owned subsidiary of the Company, entered into an Asset Purchase Agreement (the “2020-III Purchase Agreement”) with DICK’S. Pursuant to the 2020-III Purchase Agreement, SWI agreed, subject to certain conditions, to acquire from DICK’S all cash, inventory, furniture, fixtures, and equipment, and certain other assets related to 2 Field & Stream stores located in South Carolina and Pennsylvania and operated by DICK’S (the “2020-III Acquisition”). The 2020-III Acquisition closed on October 8, 2020 (the “2020-III Closing Date”). On the 2020-III Closing Date, SWI entered into a sublease with DICK’s with respect to the locations. Pursuant to the 2020-III Purchase Agreement and in connection with closing of the acquisition, the parties also entered into a transition services agreement pursuant to which DICK’S will provide transition services to the Company for a period of up to 120 days after the 2020-III Closing Date.

The aggregate consideration to be paid to DICK’S under the 2020-III Purchase Agreement is $2,000, net of rent concessions and deferrals of $2,597 (the “2020-III Purchase Price”), and subject to certain post-closing adjustments set forth in the 2020-III Purchase Agreement. On the 2020-III Closing Date, SWI drew $226 under the Revolving Line of Credit to fund a portion of the 2020-III Purchase Price. The remaining approximately $1,774 of consideration owed to DICK’S in connection with the acquisition is due in January 2021.

As part of the acquisitions that closed in 2020, the Company incurred legal, accounting, and other due diligence fees that were expensed as incurred. Total fees incurred for the three and nine months ended October 31, 2020 were $297 and $332, respectively, which were included as a component of selling, general, and administrative expenses.

The acquired locations were in line with the seller’s intention to reduce its footprint in the hunting and firearms business, which resulted in a below fair value purchase price consideration shown in the tables below.

The following table summarizes the 2020-I Purchase Price consideration and related cash outflow at the 2020-I Closing Date:

March 12, 2020

Cash paid to seller

$

1,075

Payable to seller

1,064

Total purchase price

$

2,139

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Table of Contents

The net 2020-I Purchase Price of $2,139 has been preliminarily allocated to identifiable assets acquired based on their respective estimated fair values. NaN liabilities were assumed as part of the acquisition of the 2020-I Acquired Stores other than the lease obligation. The excess of the fair value over the 2020-I Purchase price of the tangible and intangible assets acquired is recorded as a bargain purchase. The following table summarizes the estimated fair value of the identifiable assets acquired and assumed liabilities as of the Closing Date:

March 12, 2020

Cash

$

10

Inventory

2,133

Property, plant, and equipment

892

Operating lease right of use asset

2,070

Operating lease right of use liability

(1,794)

Deferred tax liability

(314)

Bargain purchase

(858)

Total

$

2,139

The following table summarizes the 2020-II Purchase Price consideration and related cash outflow at the 2020-II Closing Date:

May 14, 2020

Cash paid to seller

$

1,317

Payable to seller

1,094

Total purchase price

$

2,411

The net 2020-II Purchase Price of $2,411 has been preliminarily allocated to identifiable assets acquired based on their respective estimated fair values. NaN liabilities were assumed as part of the acquisition of the 2020-II Acquired Stores other than the lease obligation. The excess of the fair value over the 2020-II Purchase Price of the tangible and intangible assets acquired is recorded as a bargain purchase. The following table summarizes the estimated fair value of the identifiable assets acquired and assumed liabilities as of the Closing Date:

May 14, 2020

Cash

$

18

Inventory

2,218

Property, plant, and equipment

375

Operating lease right of use asset

5,605

Operating lease right of use liability

(5,605)

Deferred tax liability

(53)

Bargain purchase

(147)

Total

$

2,411

The following table summarizes the 2020-III Purchase Price consideration and related cash outflow at the 2020-III Closing Date:

October 8, 2020

Cash paid to seller

$

227

Payable to seller

1,774

Total purchase price

$

2,001

The net 2020-III Purchase Price of $2,001 has been preliminarily allocated to identifiable assets acquired based on their respective estimated fair values. NaN liabilities were assumed as part of the acquisition of the 2020-III Acquired Stores other than the lease obligation. The excess of the fair value over the 2020-III Purchase Price of the tangible and intangible assets acquired is recorded as a bargain purchase. The following table summarizes the estimated fair value of the identifiable assets acquired and assumed liabilities as of the Closing Date:

19

Table of Contents

October 8, 2020

Cash

$

50

Inventory

3,515

Property, plant, and equipment

1,046

Operating lease right of use asset

9,534

Operating lease right of use liability

(10,508)

Deferred tax liability

(423)

Bargain purchase

(1,213)

Total

$

2,001

2019 Acquisition

On September 28, 2019, SWI entered into an Asset Purchase Agreement (the “Purchase Agreement”) with DICK’S Sporting Goods, Inc. (“DICK’S”).DICK’S. Pursuant to the Purchase Agreement, SWI agreed, subject to certain conditions, to acquire from DICK’S all cash, inventory, furniture, fixtures, and equipment, and certain other assets related to up to eight8 Field & Stream stores operated by DICK’S (the “Acquired“2019 Acquired Stores”). The 2019 Acquired Stores are located in New York (2), Pennsylvania (3), North Carolina (2) and Michigan (1).The acquisition of the eight8 2019 Acquired Stores closed on October 11, 2019 (the “Closing Date”). On or prior to the Closing Date, SWI entered into a sublease with DICK’s with respect to each Acquired Store location. Pursuant to the Purchase Agreement and in connection with closing of the acquisition, the parties also entered into a transition services agreement related to the 2019 Acquired Stores bypursuant to which DICK’S will provideprovided transition services to the Company for a period of up to 120 days of the Closing Date.

The aggregate consideration to be paid to DICK’S under the Purchase Agreement is $28.7 million (thewas $28,703(the “Purchase Price”), subject to certain post-closing adjustments set forth in the Purchase Agreement.. On the Closing Date, SWI drew $19.8 million$19,703 under the Revolving Line of Credit to fund a portion of the purchase price.Purchase Price. The remaining approximately $9 million$9,000 of consideration owed to DICK’S in connection with the acquisition is duewas paid in January 2020.

19

As part of the Acquisition,acquisition, the Company incurred legal, accounting, and other due diligence fees that were expensed as incurred. Total fees incurred for the three months ended November 2, 2019relating to this acquisition were $387$662 which were included as a component of Selling,selling, general, and administrative expenses.

The following table summarizes the Purchase Price consideration and related cash outflow at the Closing Date:

 

 

 

 

 

October 11, 2019

October 11, 2019

Cash paid to seller

 

$

19,241

$

19,241

Payable to seller

 

 

9,462

9,462

Total purchase price

 

$

28,703

$

28,703

The net Purchase Price of $28,703 has been allocate to identifiable assets acquired based on their respective estimated fair values. NoNaN liabilities were assumed as part of the acquisition of the 2019 Acquired Stores other than the lease obligation. The excess of the Purchase Price over the fair value of the tangible and intangible assets acquired is recorded as goodwill. The following table summarizes the estimated fair value of the identifiable assets acquired and assumed liabilities as of the Closing Date:

October 11, 2019

Cash

$

167

Inventory

19,152

Property, plant, and equipment

5,250

Operating lease right of use asset

33,436

Operating lease right of use liability

(31,051)

Deferred tax asset

253

Goodwill

1,496

Total

$

28,703

 

 

 

 

 

 

 

(Preliminary Allocation) October 11, 2019

Cash

 

$

167

Inventory

 

 

19,152

Property, plant, and equipment

 

 

5,250

Operating lease right of use asset

 

 

33,436

Operating lease right of use liability

 

 

(31,051)

Goodwill

 

 

1,749

Total

 

$

28,703

20

Due to the fact that the Acquisition occurred during an interim period, the Company is still waiting on the finalizationTable of the fair value measurementsContents

The allocation of the assets acquired and post closing adjustments. As a result, the Company’s fair value estimate for the purchase price and assetsfor the 2019 stores that were acquired may change during the allowable measurement period. The allowable measurement period continues from the datewas finalized as of February 1, 2020 and the Company obtains and analyzes all relevant information that existed as ofdoes not expect any further adjustments to the Acquisition date to determine the fair values of the assets acquired, butallocation in no case is to exceed more that one year from the Acquisition date.future periods.

Right of Use Asset and Liability for the 2019 Acquisition

The right of use asset and liability were determined by taking the present value of the future minimum lease payments associated with the 2019 acquired stores. The Company utilized discount rates for the leases similar to the rates used to present value its other leases. The difference between the asset and the liability noted above is attributable to favorable lease rates in the acquired store leases.

Goodwill for the 2019 Acquisition

Goodwill represents the excess of the purchase price over the fair value of the assets acquired. The Company believes that the primary factors supporting the amount of goodwill is the workforce acquired in the store locations. The amount of goodwill that is amortizable for tax purposes is $4,134.

Results of Operations

The results of operations of the Acquired stores were included in the Company’s results of operations beginning on October 11, 2019. From October 11, 2019 through November 2, 2019 the acquired stores generated net sales of $3,759 which had an immaterial impact on net income.

Pro Forma Results for the 2019 Acquisition and 2020 Acquisitions

The following pro forma results are based on the individual historical results of the acquired stores2019 and 2020 acquisitions with adjustments to give effect to the combined operations as if the acquisition had been consummated at the beginning of fiscal year 2018.2019. The pro forma results are intended for informational purposes only and do not purport to represent what the combined

20

results of operations would actually have been had the acquisition in fact occurred at the beginning of the earliest period presented. The pro forma information includes the following adjustments (i) depreciation based on the fair value of acquired property, plant, and equipment; (ii) cost of goods sold based on the step-up in fair value of the acquired inventory; (iii) interest expense incurred in connection with the borrowings on the revolving line of credit used to finance the acquisition; and (iv) elimination of acquisition expenses.

Thirteen Weeks Ended

Thirty-Nine Weeks Ended

October 31,

November 2,

October 31,

November 2,

2020

2019

2020

2019

Net sales

$

389,071

264,438

1,026,896

692,707

Net income

$

30,418

10,796

61,767

11,572

Earnings per share:

Basic

$

0.70

0.25

1.42

0.27

Diluted

$

0.68

0.25

1.40

0.27

 

 

 

 

 

 

 

 

 

 

 

 

 

Thirteen Weeks Ended

 

Thirty-Nine Weeks Ended

 

 

 

November 2,

 

November 3,

 

November 2,

 

November 3,

 

 

 

2019

 

2018

 

2019

 

2018

Net sales

 

$

282,734

 

242,482

 

668,517

 

659,376

Net income

 

$

10,630

 

13,120

 

10,669

 

15,161

 

 

 

 

 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.25

 

0.31

 

0.25

 

0.35

Diluted

 

$

0.24

 

0.30

 

0.25

 

0.35

21

Table of Contents

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The discussion below contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those which are discussed in “Part I. Item 1A. Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended February 2, 2019.1, 2020. Also see “Statement Regarding Forward-Looking Statements” preceding Part I in this 10-Q.

The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included in this 10-Q.

Overview

We are an outdoor sporting goods retailer focused on meeting the everyday needs of the seasoned outdoor veteran, the first-time participant and every enthusiast in between. Our mission is to provide outstanding gear and exceptional service to inspire outdoor memories.

Our business was founded in 1986 as a single retail store in Midvale, Utah. Today, we operate 103112 stores in 27 states, totaling approximately 4.14.4 million gross square feet. During fiscal year 20192020 to date, we have opened threesix new stores, acquired four new store locations, and acquired eight new stores.closed one store. We list the locations of our stores on our website, www.sportsmans.com. We also operate an e-commerce platform at www.sportsmans.com.

IndividualOur stores and our website www.sportsmans.come-commerce platform are aggregated into one single operating and reportable segment.

Recent Developments

Acquisition of Two New Store Locations

 

OnIn October 11, 2019,2020, we acquiredclosed the acquisition of the cash, inventory, furniture, fixtures, and equipment, and certain other assets for eightrelated to two additional Field & Stream stores operated by DICK’S Sporting Goods, Inc. (“DICK’S”)located in South Carolina and Pennsylvania for ana total aggregate purchase price of approximately $28.0$2.0 million, subject to certain post-closing adjustments, pursuant to an asset purchase agreement dated September 28, 2019.  We borrowed $19.8 million under our revolving credit facility to fund the portion of the purchase price due at closing. The remaining approximately $9 million of consideration owed to DICK’S in connection with the acquisition is due in January 2020 and we expect to fund it withwhich was funded through borrowings under our revolving credit facility.

Update on Impact of COVID-19 Pandemic

Since mid-March through the end of the third quarter of 2020, the Company has experienced a significant increase in sales. A larger than normal portion of those sales has come from certain product categories, particularly firearms and ammunition. As a result of the higher proportion of firearms and ammunition sales, our product mix during the three quarters of fiscal year 2020 has been impacted, which had a negative effect on our gross margin.

The acquiredincreased demand we have experienced since mid-March 2020 resulted in our net sales increasing by 61.3% to $1,013.6 million during the 39 weeks ended October 31, 2020 compared to the corresponding period of fiscal year 2019. Within our net sales, our Hunting and Shooting category increased by 91.0% to $568.7 million in the three quarters of fiscal year 2020 compared to the three quarters of fiscal year 2019. Further, our same store sales increased 44.4% during the 39 weeks ended October 31, 2020 compared to the corresponding period of fiscal year 2019, with our hunting and shooting same store sales increasing 66.8%. Gross profit increased to $334.5 million during the 39 weeks ended October 31, 2020 compared to $211.6 million for the corresponding period of fiscal year 2019. As a percentage of net sales, gross profit decreased to 33.0% for the 39 weeks ended October 31, 2020, compared to 33.7% for the corresponding period of fiscal year 2019 due in part to an increase in lower margin products, such as firearms and ammunition, in our product mix. As of the filing of this 10-Q, all of our 112 stores are located in New York (2), Pennsylvania (3), North Carolina (2)open with no significant restrictions or limitations on their operations. Earlier this year, we were required to temporarily close four of our stores and Michigan (1).  See Note 13significantly limit operations at eight other locations as a result of local and state regulations related to the NotesCOVID-19 pandemic. We have taken many actions and made numerous policy changes to adjust our operations in an effort to limit the spread of COVID-19, including requiring masks to be worn at our facilities, installing plastic barriers in stores, additional store and distribution center cleanings and implementing social distancing requirements, among others. Despite our efforts, we may be required to further restrict the operations of our stores and our distribution center if we deem this necessary or if recommended or mandated by authorities.

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In addition, with respect to our supply chain, we continue to see some interruption with various vendors as a result of restrictions or limitations on their operations due to the Condensed Consolidated Financial Statementspandemic. While our increase in sales shows a significant demand for additional information.firearms and ammunition during the pandemic that we believe is outpacing supply, we do not believe supply chain disruptions resulting from restrictions and limitations on supplier operations caused by the pandemic are resulting in significantly less supply and we are working closely with our vendors to limit such disruption.

21

the COVID-19 pandemic, we cannot predict the future impact on us of the the COVID-19 outbreak. For instance, our financial results and operations would be significantly impacted if we were required or we deemed it appropriate to temporarily suspend or restrict the operations of a significant number of our stores. Further, the impact of the pandemic on the general economy could impact consumer behavior and dampen discretionary spending. The future impact of the COVID-19 pandemic will depend on a number of future developments, which are highly uncertain and cannot be predicted, including, but not limited to the duration, spread and severity of the COVID-19 outbreak, the resurgence of COVID-19, the effects of the outbreak on our customers and vendors and the remedial actions and stimulus measures adopted by local and federal governments, including the potential temporary closing or restrictions on the operations of our stores. For more detailed information on the potential impact of COVID-19 to our business, we refer you to Item 1A, Risk Factors, “The novel coronavirus (COVID-19) pandemic, efforts to mitigate or disrupt the pandemic and related weak, or weakening of, economic or other negative conditions, may disrupt our business, which could have a material adverse effect on our operations, liquidity, financial condition and financial results” in our Annual Report on Form 10-K for the fiscal year ended February 1, 2020.

How We Assess the Performance of Our Business

In assessing the performance of our business, we consider a variety of performance and financial measures. The key measures for determining how our business is performing are net sales, same store sales, gross margin, selling, general, and administrative expenses, income from operations and Adjusted EBITDA.

Net Sales and Same Store Sales

Our net sales are primarily received from revenue generated in our stores and also include sales generated through our e-commerce platform. When measuring revenue generated from our stores, we review our same store sales as well as the performance of our stores that have not operated for a sufficient amount of time to be included in same store sales. We include net sales from a store in same store sales on the first day of the 13th full fiscal month following the store’s opening or acquisition by us. We exclude sales from stores that were closed during the period from our same store sales calculation. We include net sales from e-commerce in our calculation of same store sales. Some of our competitors and other retailers may calculate same store sales differently than we do. As a result, data regarding our same store sales may not be comparable to similar data made available by other retailers.

Measuring the change in year-over-year same store sales allows us to evaluate how our retail store base is performing. Various factors affect same store sales, including:

·

the impact of the COVID-19 pandemic;

changes or anticipated changes to regulations related to some of the products we sell;

·

consumer preferences, buying trends and overall economic trends;

·

our ability to identify and respond effectively to local and regional trends and customer preferences;

·

our ability to provide quality customer service that will increase our conversion of shoppers into paying customers;

·

the success of our omni-channel strategy and our e-commerce platform;

·

competition in the regional market of a store;

·

atypical weather;

·

changes in our product mix; and

·

changes in pricing and average ticket sales.

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Table of Contents

Opening new stores and acquiring new storesstore locations is also an important part of our growth strategy. While our target is to grow square footage at a rate of greater than 5%4%-6% annually, we may deviate from this target if attractive opportunities are presented to open stores or acquire storesnew store locations outside of our target growth rate.

For our new locations, we measure our investment by reviewing the new store’s four-wall Adjusted EBITDA margin and pre-tax return on invested capital (“ROIC”). We target a minimum 10% four-wall Adjusted EBITDA margin and a minimum ROIC of 50% excluding initial inventory costs (or 20% including initial inventory cost) for the first full twelve months of operations for a new store. The 57 new stores that we have opened since 2010 and that have been open for a full twelve months (excluding the 10 stores we acquired in 2013)  have achieved an average four-wall Adjusted EBITDA margin of 11.0% and an average ROIC of 68.3% excluding initial inventory cost (and 22.6% including initial inventory cost) during their first full twelve months of operations. Four-wall Adjusted EBITDA means, for any period, a particular store’s Adjusted EBITDA, excluding any allocations of corporate selling, general, and administrative expenses allocated to that store. Four-wall Adjusted EBITDA margin means, for any period, a store’s four-wall Adjusted EBITDA divided by that store’s net sales. For a definition of Adjusted EBITDA and Adjusted EBITDA margin and a reconciliation of net income to Adjusted EBITDA, see “—Non-GAAP Measures.” ROIC means a store’s four-wall Adjusted EBITDA for a given period divided by our initial cash investment in the store. We calculate ROIC both including and excluding the initial inventory cost.

22

We also have been scaling our e-commerce platform and increasing sales through our website, www.sportsmans.com.

We believe the key drivers to increasing our total net sales will be:include:

·

increasing our total gross square footage by opening new stores or acquiring new stores;

store locations;

·

continuing to increase same store sales in our existing markets;

·

increasing customer visits to our stores and improving our conversion rate through focused marketing efforts and continually high standards of customer service;

·

increasing the average ticket sale per customer; and

·

expanding our omni-channel capabilities.

Gross Margin

Gross profit is our net sales less cost of goods sold. Gross margin measures our gross profit as a percentage of net sales. Our cost of goods sold primarily consists of merchandise acquisition costs, including freight-in costs, shipping costs, payment term discounts received from the vendor and vendor allowances and rebates associated directly with merchandise and shipping costs related to e-commerce sales.

We believe the key drivers to improving our gross margin are increasing the product mix to higher margin products, particularly clothingapparel and footwear, increasing foot traffic within our stores and traffic to our website, improving buying opportunities with our vendor partners and coordinating pricing strategies among our stores and our merchandising department.merchandise group. Our ability to properly manage our inventory can also impact our gross margin. Successful inventory management ensures we have sufficient high margin products in stock at all times to meet customer demand, while overstocking of items could lead to markdowns in order to help a product sell. We believe that the overall growth of our business will allow us to generally maintain or increase our gross margins, because increased merchandise volumes will enable us to maintain our strong relationships with our vendors.

Selling, General, and Administrative Expenses

We closely manage our selling, general, and administrative expenses. Our selling, general, and administrative expenses are comprised of payroll, rent and occupancy, depreciation and amortization, acquisition expenses, pre-opening expenses and other operating expenses, including stock-based compensation expense. Pre-opening expenses include expenses incurred in the preparation and opening of a new store location, such as payroll, travel and supplies, but do not include the cost of the initial inventory or capital expenditures required to open a location.

Our selling, general, and administrative expenses are primarily influenced by the volume of net sales of our locations, except for our corporate payroll, rent and occupancy and depreciation and amortization, which are generally fixed in nature. We control our selling, general, and administrative expenses through a budgeting and reporting process that allows our personnel to adjust our expenses as trends in net sales activity are identified.

We expect that our selling, general, and administrative expenses will increase in future periods due to our continuing growth. Furthermore, 5162 of our current stores are being impacted by minimum wage increases in fiscal year 20192020 that have and will continue to drive up our selling, general, and administrative costs during fiscal year 2019.2020.

Income from Operations

Income from operations is gross profit less selling, general, and administrative expenses. We use income from operations as an indicator of the productivity of our business and our ability to manage selling, general, and administrative expenses.

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Table of Contents

Adjusted EBITDA

We define Adjusted EBITDA as net income plus interest expense, income tax expense, depreciation and amortization, stock-based compensation expense, pre-opening expenses, and other gains, losses and expenses that we do not believe are indicative of our ongoing expenses. In evaluating our business, we use Adjusted EBITDA and Adjusted EBITDA margin as an additional measurement tool for purposes of business decision-making, including evaluating store performance, developing budgets and managing expenditures. See “—Non-GAAP Measures.”

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Results of Operations

The following table summarizes key components of our results of operations as a percentage of net sales for the periods indicated:

 

 

 

 

 

 

 

 

 

 

Thirteen Weeks Ended

 

Thirty-Nine Weeks Ended

 

 

November 2,

    

November 3,

    

November 2,

    

November 3,

 

    

2019

    

2018

 

2019

    

2018

 

Thirteen Weeks Ended

Thirty-Nine Weeks Ended

October 31,

    

November 2,

    

October 31,

    

November 2,

    

2020

    

2019

2020

    

2019

Percentage of net sales:

 

 

 

 

 

 

 

 

 

Net sales

 

100.0%

 

100.0%

 

100.0%

 

100.0%

 

100.0%

100.0%

100.0%

100.0%

Cost of goods sold

 

65.3

 

65.2

 

66.3

 

66.1

 

66.1

65.3

67.0

66.3

Gross profit

 

34.7

 

34.8

 

33.7

 

33.9

 

33.9

34.7

33.0

33.7

Selling, general, and administrative expenses

 

28.2

 

26.9

 

30.5

 

29.4

 

23.9

28.2

24.8

30.5

Income from operations

 

6.5

 

7.9

 

3.2

 

4.5

 

10.0

6.5

8.2

3.2

Gain on bargain purchase

(0.6)

-

(0.2)

-

Interest expense

 

0.9

 

1.2

 

1.0

 

1.7

 

0.1

0.9

0.3

1.0

Income (loss) before income taxes

 

5.6

 

6.7

 

2.2

 

2.8

 

Income tax expense (benefit)

 

1.4

 

1.1

 

0.5

 

0.6

 

Income before income taxes

10.5

5.6

8.1

2.2

Income tax expense

2.5

1.4

2.0

0.5

Net income

 

4.2%

 

5.6%

 

1.7%

 

2.2%

 

8.0%

4.2%

6.1%

1.7%

Adjusted EBITDA

 

9.6%

 

10.1%

 

6.3%

 

7.7%

 

12.9%

9.6%

11.0%

6.3%

The following table shows our sales during the periods presented by department:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thirteen Weeks Ended

 

Thirty-Nine Weeks Ended

 

 

 

 

November 2,

 

November 3,

    

November 2,

    

November 3,

 

Thirteen Weeks Ended

Thirty-Nine Weeks Ended

October 31,

November 2,

    

October 31,

    

November 2,

Department

    

Product Offerings

    

2019

    

2018

    

2019

    

2018

 

    

Product Offerings

    

2020

    

2019

    

2020

    

2019

Camping

 

Backpacks, camp essentials, canoes and kayaks, coolers, outdoor cooking equipment, sleeping bags, tents and tools

 

14.9%

 

14.5%

 

15.5%

 

15.6%

 

Backpacks, camp essentials, canoes and kayaks, coolers, outdoor cooking equipment, sleeping bags, tents and tools

12.9%

14.9%

13.8%

15.5%

Clothing

 

Camouflage, jackets, hats, outerwear, sportswear, technical gear and work wear

 

10.3%

 

9.8%

 

8.7%

 

8.2%

 

Apparel

Camouflage, jackets, hats, outerwear, sportswear, technical gear and work wear

8.6%

10.3%

6.5%

8.7%

Fishing

 

Bait, electronics, fishing rods, flotation items, fly fishing, lines, lures, reels, tackle and small boats

 

8.9%

 

8.6%

 

12.6%

 

12.3%

 

Bait, electronics, fishing rods, flotation items, fly fishing, lines, lures, reels, tackle and small boats

7.8%

8.9%

11.5%

12.6%

Footwear

 

Hiking boots, socks, sport sandals, technical footwear, trail shoes, casual shoes, waders and work boots

 

7.5%

 

7.8%

 

7.4%

 

7.3%

 

Hiking boots, socks, sport sandals, technical footwear, trail shoes, casual shoes, waders and work boots

5.6%

7.5%

5.3%

7.4%

Hunting and Shooting

 

Ammunition, archery items, ATV accessories, blinds and tree stands, decoys, firearms, reloading equipment and shooting gear

 

48.5%

 

48.7%

 

47.4%

 

47.9%

 

Ammunition, archery items, ATV accessories, blinds and tree stands, decoys, firearms, reloading equipment and shooting gear

57.4%

48.5%

56.3%

47.4%

Optics, Electronics, Accessories, and Other

 

Gift items, GPS devices, knives, lighting, optics (e.g. binoculars), two-way radios, and other license revenue, net of revenue discounts

 

9.9%

 

10.6%

 

8.4%

 

8.7%

 

Gift items, GPS devices, knives, lighting, optics, two-way radios, and other license revenue, net of revenue discounts

7.7%

9.9%

6.6%

8.4%

Total

 

 

 

100.0%

 

100.0%

 

100.0%

 

100.0%

 

100.0%

100.0%

100.0%

100.0%

Thirteen Weeks Ended November 2, 2019October 31, 2020 Compared to Thirteen Weeks Ended November 3, 20182, 2019

Net Sales. Net sales increased by $19.4$143.2 million, or 8.7%59.1%, to $242.5$385.7 million during the 13 weeks ended November 2, 2019October 31, 2020 compared to $223.1$242.5 million in the corresponding period of fiscal year 2018. Net2019. Our net sales increased primarilydue to a variety of reasons including; increased demand driven by the exit of competitors and market share gains due to increase participation in outdoor activities, increased demand through our e-commerce platform, demand driven by the change in consumer behavior associated with the COVID-19 pandemic, and increased demand due to the openingpresidential election and acquisition of new  stores since November 3, 2018 and an increase in same store sales during the period.social unrest. Stores that were opened in fiscal year 20192020 and stores that have been open for less than 12 months and were, therefore, not included in our same store sales, contributed $9.3$52.5 million to net sales. Same store sales also increased by 4.8%41.0% for the 13 weeks ended November 2, 2019October 31, 2020 compared to the comparable 13 week period of fiscal year 2018,2019,

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primarily driven by increases across all categories.in our hunting and shooting department due to the drivers of increased demand discussed above.

24

Ourour departments had increases in net sales for the 13 weeks ended October 31, 2020 compared to the corresponding period in fiscal year 2019, led by our hunting clothing,and shooting department with an increase in net sales of $104.2 million, or 88.7%. Our camping, fishing, apparel, footwear and optics, electronics, and accessories departments saw increases of $9.0$12.8 million, $8.4 million, $8.4 million, $3.2 million $3.0 million, $2.5 million, $1.0 million and $0.9$8.2 million, respectively, in the third quarter of fiscal year 20192020 compared to the comparable 13-week period of fiscal 2018.year 2019 due to increased traffic within our stores and online. Within hunting, our firearm and ammunition categories saw increases of $3.2$52.8 million or 130.7% and $2.5$27.1 million or 77.8%, respectively, in the third quarter of fiscal year 20192020 compared to the comparable 13-week period of fiscal year 2018.2019, which increases resulted from the drivers of increased demand discussed above.

With respect toEach of our departments also had increases in same store sales, duringfor the 13 weeks ended November 2, 2019,October 31, 2020, again led by our hunting and shooting department, with an increase of 61.4%. Our camping, fishing, clothing, camping, hunting,apparel, footwear, and optics, electronics and accessories departments had increases of 9.0%25.9%, 24.8%, 18.6%, 8.3%, 6.8%, 4.0%, 2.2% and 2.0%26.4%, respectively, for the third quarter of fiscal year 2020 compared to the comparable 13-week period of fiscal year 2018.2019. As of November 2, 2019,October 31, 2020, we had 9294 stores included in our same store sales calculation.

Gross Profit. Gross profit increased to $84.2$130.6 million during the 13 weeks ended November 2, 2019October 31, 2020 compared to $77.6$84.2 million for the corresponding period of fiscal year 2018.2019 primarily as a result of increased sales. As a percentage of net sales, gross profit remained flat at  34.7%decreased to 33.9% for the 13 weeks ended November 2, 2019,October 31, 2020, compared to 34.8%34.7% for the corresponding period of fiscal year 2018. 2019 due to the change in product mix in the quarter as a result of the majority of revenue being generated from lower margin categories such as firearms and ammunition and a channel mix shift to higher e-commerce driven sales causing increased freight costs. The gross margin decline was partially offset by higher product margins, volume incentives, and other adjustments, which positively impacted gross margin. We expect a continued higher than normal proportion of revenue to come from firearms and ammunition, and a higher volume of sales to be conducted through our e-commerce platform. Both of these factors will continue to put pressure on gross margin partially offset by improved product margins.

Selling, General, and Administrative Expenses. Selling, general, and administrative expenses increased by $8.3$23.9 million, or 13.8%35.0%, to $68.3$92.2 million during the 13 weeks ended November 2, 2019October 31, 2020 from $60.0$68.3 million for the comparable 13-week period of fiscal year 2018.2019. This increase was primarily due to an increase in our payroll expense of $14.3 million, which mostly resulted from the opening of 10 new stores since the end of the third quarter of fiscal year 2019, minimum wage increases impacting 62 of our stores in fiscal year 2020 and the payment of $2.0 million in hazard pay. We also had increases in other selling, general, and administration expenses, rent, and depreciation of $7.3 million due to increased credit card fees, $2.4 million, and $0.5 million, respectively, during the 13 weeks ended October 31, 2020 primarily related to the opening of 10 new stores since November 2, 2019. These increases were partially offset by a reduction in pre-opening expenses of $0.5 million during the 13 weeks ended October 31, 2020. As a percentage of net sales, selling, general, and administrative expenses increaseddecreased to 23.9% of net sales in the third quarter of fiscal year 2020, compared to 28.2% of net sales in the third quarter of fiscal year 2019, compared to 26.9%primarily as a result of the significant increase in net sales we experienced in the third quarter of fiscal year 2018. We incurred additional payroll, other, pre-opening, rent, acquisition costs and depreciation expenses of $4.0 million, $1.6 million, $1.2 million, $0.7 million, $0.4 million and  $0.4 million, respectively, primarily related2020 compared to the openingthird quarter of new and acquired stores since November 3, 2018. Additionally, with respect to the increase in payroll, we have experienced minimum wage increases in 51 of our current stores.fiscal year 2019.

Interest Expense. Interest expense decreased by $0.5$1.6 million, or 20.5%74.4%, to $2.1$0.5 million during the 13 weeks ended November 2, 2019October 31, 2020 from $2.6$2.1 million for the comparable 13-week period of fiscal year 2018.2019. Interest expense decreased primarily as a result of the paydown ofa lower debt balance during the third quarter whenof fiscal year 2020 compared to the corresponding periodthird quarter of fiscal year 2018.2019. The outstanding principal amount of our term loan has decreased from $30.0 million as of November 2, 2019 to $8.0 million as of October 31, 2020, which reflects a $2.0 million repayment during the third quarter of fiscal year 2020, and we had outstanding borrowings under our revolving credit facility of $130.8 million as of November 2, 2019 compared to no borrowings as of October 31, 2020.

Income Taxes. We recognized income tax expense of $3.3$9.5 million and $2.5$3.3 million during the 13 weeks ended October 31, 2020 and November 2, 2019, and November 3, 2018, respectively. Our effective tax rate for the 13 weeks ended October 31, 2020 and November 2, 2019 was 23.8% and May 5, 2018 was 23.9% and 16.7%, respectively. Our effective tax rate will generally differ from the U.S. Federal statutory rate of 21.0%, due to state taxes, permanent items, and discrete items relating to stock award deductions.

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Table of Contents

Thirty-Nine Weeks Ended November 2, 2019October 31, 2020 Compared to Thirty-Nine Weeks Ended November 3, 20182, 2019

Net Sales. Net sales increased by $21.8$385.3 million, or 3.6%61.3%, to $628.2$ 1,013.6 million during the 39 weeks ended November 2, 2019October 31, 2020 compared to $606.4$628.3 million in the corresponding period of fiscal year 2018. Net2019. Our net sales increased primarilydue to a variety of reasons including: increased demand driven by the exit of competitors and market share gains due to increase participation in outdoor activities, increased demand through our e-commerce platform, demand driven by the change in consumer behavior associated with the COVID-19 pandemic, and increased demand due to the opening of new and acquired stores since February 4, 2018.presidential election. Stores that were opened in fiscal year 2019,2020 and stores that have been open for less than 12 months and were, therefore, not included in our same store sales, contributed $20.1$120.4 million to net sales. Same storesstore sales also increased by 44.4% for the period increased 0.6%39 weeks ended October 31, 2020 compared to the comparable 39 week period of fiscal year 2018.2019, primarily driven by increases in our hunting and shooting department due to the drivers of increased demand discussed above.

All of our departments had increases in net sales for the 39 weeks ended October 31, 2020 compared to the corresponding period in fiscal year 2019, led by our hunting and shooting department with an increase in net sales of $270.9 million, or 91.0%. Our hunting,camping, fishing, clothing,apparel, footwear, camping, and optics, electronics, and accessories departments sawalso had increases in net sales of $6.9$42.5 million, $5.1$36.2 million, $4.8$11.1 million, $2.4 million, $2.3$7.5 million and $1.2$16.9 million, respectively, in the 39-week period of fiscal year 2019 compared to the comparable 39-week period of fiscal 2018. Within hunting, our ammunition category saw an increase of $2.1 million, while our firearm category saw a decrease of $0.2 million, respectively,  in the 39-week period of fiscal year 201939 weeks ended October 31, 2020 compared to the comparable 39-week period of fiscal year 2018.

With respect2019 due to same store sales, duringincreased traffic within our stores and online. Within hunting, our firearm and ammunition categories saw increases of $135.5 million, or 121.7%, and $84.3 million, or 92.6%, respectively, in the 39 weeks ended November 2, 2019, our clothing, fishing,  footwear, camping and optics, electronics, and accessories  departments had increases of 5.6%, 3.6%, 2.9%, 0.4% and 0.4%, respectively while the hunting department had  a decrease of 0.9%October 31, 2020 compared to the comparable 39-week period of fiscal year 2018.2019, which increases resulted from the drivers of increased demand discussed above.

Each of our departments had increases in same store sales for the 39 weeks ended October 31, 2020 compared to the corresponding period in fiscal year 2019, led by our hunting and shooting department with an increase in same store sales of 66.8%. Our camping, fishing, optics, electronics and accessories, footwear, and apparel departments had increases in same store sales of 32.0%, 29.7%, 24.6%, 6.8%, and 5.5% respectively, for the 39-weeks ended October 31, 2020 compared to the comparable 39-week period of fiscal year 2019. As of November 2, 2019,October 31, 2020, we had 9294 stores included in our same store sales calculation.

Gross Profit. Gross profit increased to $211.6$334.5 million during the 39 weeks ended November 2, 2019October 31, 2020 compared to $205.4$211.6 million for the corresponding period of fiscal year 2018.2019. As a percentage of net sales, gross profit decreased to 33.7%33.0% for the 39 weeks ended November 2, 2019,October 31, 2020, compared to 33.9%33.7% for the corresponding period of fiscal year 2018. Gross

25

profit2019 due to the change in product mix in the quarter as a percentageresult of sales was negatively impacted by a sales mix change tothe majority of revenue being generated from lower margin categories comparedsuch as firearms and ammunition and a channel mix shift to the prior year periodhigher e-commerce driven sales causing increased freight costs. The gross margin decline was partially offset by higher product margins, volume incentives, and promotional activity during the period.other adjustments, which positively impacted gross margin.

Selling, General, and Administrative Expenses. Selling, general, and administrative expenses increased by $13.0$59.8 million, or 7.3%31.2%, to $191.3$251.1 million during the 39 weeks ended November 2, 2019October 31, 2020 from $178.4$191.3 million for the comparable 39-week period of fiscal year 2018.2019. This increase was primarily due to an increase in our payroll expense of $34.4 million, which mostly resulted from the opening of 10 new stores since the end of the third quarter of fiscal year 2019, minimum wage increases impacting 62 of our stores in fiscal year 2020 and the payment of $4.6 million in hazard pay. We also had increases in other selling, general, and administration expenses, rent, and depreciation of $16.6 million due to increased credit card fees, $6.8 million, and $2.7 million, which includes $0.8 million of asset write-offs relating to the closing of one store during the first quarter, respectively, primarily related to the opening of 10 new stores since November 2, 2019. As a percentage of net sales, selling, general, and administrative expenses increaseddecreased to 24.8% of net sales in the three quarters of fiscal year 2020, compared to 30.5% of net sales in the 39-weeksthree quarters of fiscal year 2019, primarily as a result of the significant increase in net sales we experienced in the 39 weeks ended October 31, 2020 compared to 29.4% of net salesthe corresponding period in the 39-weeks of fiscal year 2018. We incurred additional payroll, rent, other, pre-opening, depreciation, and acquisition expenses of $5.1 million, $3.3 million, $3.0 million, $0.7 million, $0.5 million, and $0.4 million, respectively, primarily related to the opening of new and acquired stores since February 3, 2019. Additionally, with respect to the increase in payroll, we have experienced minimum wage increases in 51 of our current stores.

Interest Expense. Interest expense decreased by $4.0$3.6 million, or 37.8%52.9%, to $6.5$3.0 million during the 39 weeks ended November 2, 2019October 31, 2020 from $10.5$6.6 million for the comparable 39-week period of fiscal year 2018.2019. Interest expense decreased primarily as a result of our lower debt balances during the entry into our amended credit facility in May 2018 that lowered the interest rate on our new term loan39 weeks ended October 31, 2020 compared to our prior term loan, and also shifted a significant portionthe corresponding period of the balance on the prior term loan to our revolving credit facility which bears interest at a lower rate.fiscal year 2020 as noted above.

Income Taxes. We recognized an income tax expense of $3.2$20.7 million and $3.4$3.2 million during the 39 weeks ended October 31, 2020 and November 2, 2019, and November 3, 2018, respectively. Our effective tax rate for the 39 weeks ended October 31, 2020

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Table of Contents

and November 2, 2019 was 25.1% and November 3, 2018 was 23.3% and 20.6%, respectively. Our effective tax rate will generally differ from the U.S. Federal statutory rate of 21.0%, due to state taxes, permanent items, and discrete items relating to stock award deductions.

Seasonality

Due to holiday buying patterns and the openings of hunting season across the country and consumers’ holiday buying patterns, net sales are typically higher in the third and fourth fiscal quarters than in the first and second fiscal quarters. We also incur additional expenses in the third and fourth fiscal quarters due to higher sales volume and increased staffing in our stores. We anticipateWhile we typically would expect our net sales willto continue to reflect this seasonal pattern.pattern, we may not recognize higher sales volume in the fourth fiscal quarter of fiscal year 2020 because of the significant spike in sales in the first three quarters of fiscal year 2020 as a result of the increased demand during the COVID-19 pandemic and other factors noted above.

The timing of our new retail store openings also may have an impact on our quarterly results. First, we incur certain one-timenon-recurring expenses related to opening each new retail store, all of which are expensed as they are incurred. Second, most store expenses generally vary proportionately with net sales, but there is also a fixed cost component, which includes occupancy costs. These fixed costs typically result in lower store profitability during the initial period after a new retail store opens. Due to both of these factors, new retail store openings may result in a temporary decline in operating profit, in dollars and/or as a percentage of net sales.

Weather conditions affect outdoor activities and the demand for related clothingapparel and equipment. Customers’ demand for our products, and, therefore, our net sales, can be significantly impacted by weather patterns on a local, regional and national basis.

Liquidity and Capital Resources

Our primary capital requirements are for seasonal working capital needs and capital expenditures related to opening and acquiring new stores. Our sources of liquidity to meet these needs have primarily been borrowings under our revolving credit facility, operating cash flows and short and long-term debt financings from banks and financial institutions. We believe that our cash on hand, cash generated by operating activities and funds available under our revolving credit facility will be sufficient to finance our operating activities for at least the next twelve months.

For the 39 weeks ended November 2, 2019,October 31, 2020, we incurred approximately $32.2$15.4 million in capital expenditures net of $9.5 million of cash paid for inventory purchased in conjunction with our acquisition, primarily related to the opening of three new stores during the period, the acquisition of the eight stores we acquired in October 2019, and the development and relocation of our new corporate headquarters.period. We expect total net capital expenditures between $22.0$17.0 million and $25.0$19.0 million for fiscal year 2019.2020. We intend to fund our capital expenditures with operating cash flows and funds available under our revolving credit facility. Other investment opportunities, such as potential strategic acquisitions or store expansion rates in excess of those presently planned, may require additional funding.

26

Cash flows from operating, investing and financing activities are shown in the following table:

Thirty-Nine Weeks Ended

October 31,

November 2,

    

2020

    

2019

 

 

 

 

 

 

 

 

 

Thirty-Nine Weeks Ended

 

 

November 2

 

November 3

 

    

2019

    

2018

 

 

(in thousands)

 

Cash flows provided by (used in) operating activities

 

$

57,847

 

$

(14,421)

 

(in thousands)

Cash flows provided by operating activities

$

171,736

$

57,847

Cash flows used in investing activities

 

 

(41,677)

 

 

(13,499)

 

(20,172)

(41,677)

Cash flows (used in) provided by financing activities

 

 

(15,980)

 

 

28,043

 

Cash used in financing activities

(133,935)

(15,980)

Cash at end of period

 

 

1,737

 

 

1,892

 

19,314

1,737

Net cash provided by operating activities was $57.9$171.7 million for the 39 weeks ended November 2, 2019,October 31, 2020, compared to cash used inprovided by operating activities of $14.4$57.8 million for the corresponding period of fiscal year 2018,2019, a change of approximately $72.3$114 million. The changeincrease in our cash flows from operating activities is primarily athe result of decreased purchases of inventory as we continuean increase in net income, which was generated from a significant increase in net sales during the 39 weeks ended October 31, 2020 compared to manage our in-store inventory more efficiently,the 39 weeks ended November 2, 2019, and an increase in accounts payable.payable and accrued expenses.

Net cash used in investing activities was $41.7$20.2 million for the 39 weeks ended November 2, 2019October 31, 2020 compared to $13.5$41.7 million for the corresponding period of fiscal year 2018. The change in our cash flows from investing activities is primarily a result of2019. For the 39 weeks ended October 31, 2020, we incurred capital expenditures with respect to opening new stores and the purchase of inventory relating to the acquisition of four new store locations purchased from DICK’S

29

Table of Contents

in fiscal year 2020. Our cash flows used investing activities in fiscal year 2020 primarily related to costs incurred in connection with constructing our new corporate office and the acquisition of eight storesstore locations from DICK’S in October 2019 and capital expenditures relating to our new corporate headquarters.fiscal year 2019.

Net cash used in financing activities was $16.0$133.9 million for the 39 weeks ended November 2, 2019,October 31, 2020, compared to net cash provided byused in financing activities of $28.0$16.0 million for the corresponding period of fiscal year 2018. The decrease in2019. During the 39 weeks ended October 31, 2020, we repaid $116.1 million, net cash provided by financing activities when compared to fiscal year 2018 was primarily due to reducedof borrowings, underon our revolving credit facility due to less inventory purchases duringand $22 million principal outstanding on our term loan. For the thirty-nine39 weeks ended November 2, 2019, compared to the corresponding periodwe repaid $13.5 million, net of the prior year and an increase in accounts payable, which are all funded through our revolving credit facility. The reduced borrowings, were partially offset by the borrowing of $19.1 million underon our revolving credit facility to fund a portion of the purchase price of the eight stores acquired from DICK’S in October 2019.and $6.0 million principal outstanding on our term loan.

Our outstanding debt consists of our $250.0 million revolving credit facility and our $40.0 million term loan. Borrowings under our revolving credit facility are subject to a borrowing base calculation. Our revolving credit facility and term loan are goverenedgoverned by an amended and restated credit agreement with a consortium of banks led by Wells Fargo Bank, National Association. Both the revolving credit facility and term loan mature on May 23, 2023. At the time of entering into our amended and restated credit agreement in May 2018, we used the proceeds from our $40.0 million term loan and borrowings of $135.4 million under our revolving credit facility to repay our prior term loan that had an outstanding principal balance of $134.7 million and was scheduled to mature on December 3, 2020. As of November 2, 2019,October 31, 2020, we had $141.6 millionno borrowings outstanding under the revolving credit facility, with $78.7$218.3 million available for borrowing, subject to certain borrowing base restrictions, and $1.7 million in stand-by commercial letters of credit, and our term loan had an aggregate principal amount outstanding of $30.0$8.0 million.

Borrowings under the revolving credit facility bear interest based on either, at our option, the base rate or LIBOR, in each case plus an applicable margin. The base rate is the higher of (1) Wells Fargo’s prime rate, (2) the federal funds rate (as defined in the credit agreement) plus 0.50% and (3) the one-month LIBOR (as defined in the credit agreement) plus 1.00%. The applicable margin for loans under the revolving credit facility, which varies based on the average daily availability, ranges from 0.25% to 0.75% per year for base rate loans and from 1.25% to 1.75% per year for LIBOR loans. The weighted average interest rate on the amount outstanding under the revolving credit facility as of October 31, 2020 was 1.89%.

Interest on base rate loans is payable monthly in arrears and interest on LIBOR loans is payable based on the LIBOR interest period selected by us, which can be 7, 30, 60 or 90 days. All amounts that are not paid when due under our revolving credit facility will accrue interest at the rate otherwise applicable plus 2.00% until such amounts are paid in full.

Our term loan was issued at a price of 100% of the $40.0 million aggregate principal amount and has a maturity date of May 23, 2023. The term loan accrues interest at a rate of LIBOR plus 5.75%.The term loan requires principal payments of $2.0 million payable quarterly, which began November 1, 2018 and continues to and including May 23, 2023 at which time the remaining balance is due in full.

27

Each of the subsidiaries of Sportsman’s Warehouse Holdings, Inc. (“Holdings”) is a borrower under the revolving credit facility and the term loan, and Holdings guarantees all obligations under the revolving credit facility and term loan. All obligations under the revolving credit facility and term loan are secured by a lien on substantially all of Holdings’ tangible and intangible assets and the tangible and intangible assets of all of Holdings’ subsidiaries, including a pledge of all capital stock of each of the Holdings’ subsidiaries. The lien securing the obligations under the revolving credit facility and term loan is a first priority lien as to certain liquid assets, including cash, accounts receivable, deposit accounts and inventory. In addition, our credit agreement contains provisions that enable Wells Fargo to require us to maintain a lock-box, or similar arrangement, for the collection of all receipts.

 

We may be required to make mandatory prepayments under the revolving credit facility and term loan in the event of a disposition of certain property or assets, in the event of receipt of certain insurance or condemnation proceeds, upon the issuance of certain debt or equity securities, upon the incurrence of certain indebtedness for borrowed money or upon the receipt of certain payments not received in the ordinary course of business.

Our revolving credit facility requires us to maintain a minimum availability at all times of not less than 10% of the gross borrowing base. In addition, the credit agreement governing our revolving credit facility and term loan contains customary affirmative and negative covenants, including covenants that limit our ability to incur, create or assume certain indebtedness, to create, incur or assume certain liens, to make certain investments, to make sales, transfers and dispositions of certain property and to undergo certain fundamental changes, including certain mergers, liquidations and consolidations. our revolving credit facility also requires us to maintain a minimum availability at all times

30

Table of not less than 10% of the gross borrowing base.Contents

consolidations. Our credit agreement also contains customary events of default. As of November 2, 2019,October 31, 2020, we were in compliance with all covenants under our credit agreement.

Critical Accounting Policies and Estimates

Our financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). In connection with the preparation of the financial statements, we are required to make assumptions, make estimates and apply judgment that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that we believe to be relevant at the time the condensed consolidated financial statements are prepared. On a regular basis, we review the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

There have been no significant changes to our critical accounting policies as described in our Annual Report on Form 10-K for the fiscal year ended February 2, 20191, 2020 filed with the SEC on March 29, 2019April 9, 2020 (“Fiscal 20182019 Form 10-K”) except for the implementation of certain estimates for lease accounting under Accounting Standard Codification Topic 842, Leases as disclosed below..

We adopted Accounting Standards Codification (“ASC”) 842, Leases, as of February 3, 2019, coinciding with the standard’s effective date.

We have operating leases for the Company’s retail stores facilities, distribution center, and corporate office. In accordance with ASC 842, we determine if an arrangement is a lease at inception. Operating lease liabilities are calculated using the present value of future payments and recognized at the commencement date based on the present value of lease payments over the reasonably certain lease term. As our leases generally do not provide an implicit rate, we used an incremental borrowing rate (“IBR”) to determine the present value of lease payments. The IBR is determined by using our credit rating to develop a yield curve that approximates our market risk profile.

Our adoption of ASC 842 resulted in the initial recognition of operating lease liabilities of $214.0 million as of February 3, 2019.

Off Balance Sheet Arrangements

We are not party to any off balance sheet arrangements.

28

Contractual Obligations

Both our revolving credit facility and term loan will mature on May 23, 2023. As previously disclosed,During the 39 weeks ended October 31, 2020, we borrowed $19.1repaid approximately $116.1 million under our revolving credit facility to fund the portion of the purchase price due at closing for the eight stores acquired from DICK’S in October 2019. The remaining approximately $9and $22.0 million of consideration owed to DICK’S in connection with the acquisition is due in January 2020.under our term loan. As of November 2, 2019,October 31, 2020, we had $141.6 million(i) no borrowings outstanding under our revolving credit facility, with $78.7$218.3 million available for borrowing and $1.7 million in stand-by commercial letters of credit.credit, and (ii) $8.0 million outstanding under our term loan. All other changes to our contractual obligations during the 13 and 39 weeks ended November 2, 2019October 31, 2020 were completed in the normal course of business and are not considered materialmaterial.

Non-GAAP Measures

In evaluating our business, we use Adjusted EBITDA and Adjusted EBITDA margin as supplemental measures of our operating performance. We define Adjusted EBITDA as net income plus interest expense, income tax expense, depreciation and amortization, stock-based compensation expense, pre-opening expenses, and other gains, losses and expenses that we do not believe are indicative of our ongoing expenses. In addition, Adjusted EBITDA excludes pre-opening expenses because we do not believe these expenses are indicative of the underlying operating performance of our stores. The amount and timing of pre-opening expenses are dependent on, among other things, the size of new stores opened and the number of new stores opened during any given period. Adjusted EBITDA margin means, for any period, the Adjusted EBITDA for that period divided by the net sales for that period. We consider Adjusted EBITDA and Adjusted EBITDA margin important supplemental measures of our operating performance and believe they are frequently used by analysts, investors and other interested parties in the evaluation of companies in our industry. Other companies in our industry, however, may calculate Adjusted EBITDA and Adjusted EBITDA margin differently than we do. Management also uses Adjusted EBITDA and Adjusted EBITDA margin as additional measurement tools for purposes of business decision-making, including evaluating store performance, developing budgets and managing expenditures. Management believes Adjusted EBITDA and Adjusted EBITDA margin allow investors to evaluate the company’s operating performance and compare our results of operations from period to period on a consistent basis by excluding items that management does not believe are indicative of our core operating performance.

Adjusted EBITDA is not defined under GAAP and is not a measure of operating income, operating performance or liquidity presented in accordance with GAAP. Adjusted EBITDA has limitations as an analytical tool, and when assessing our operating performance, you should not consider Adjusted EBITDA in isolation or as a substitute for net

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income or other condensed consolidated statement of operations data prepared in accordance with GAAP. Some of these limitations include, but are not limited to:

·

Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

·

Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

·

Adjusted EBITDA may be defined differently by other companies, and, therefore, it may not be directly comparable to the results of other companies in our industry;

·

Adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; and

·

Adjusted EBITDA does not reflect income taxes or the cash requirements for any tax payments.

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The following table presents a reconciliation of net income, the most directly comparable financial measure presented in accordance with GAAP, to Adjusted EBITDA for the 13 and 39 weeks ended October 31, 2020 and November 2, 2019 and November 3, 2018.2019.

Thirteen Weeks Ended

Thirty-Nine Weeks Ended

October 31,

November 2,

October 31,

November 2,

    

2020

    

2019

    

2020

    

2019

(dollars in thousands)

Net income

$

30,482

$

10,493

$

61,813

$

10,532

Interest expense

465

2,094

3,016

6,552

Income tax expense

9,530

3,287

20,691

3,195

Depreciation and amortization

5,404

4,832

16,085

14,090

Stock-based compensation expense (1)

882

619

2,436

1,567

Pre-opening expenses (2)

958

1,482

1,778

2,483

Hazard pay (3)

2,000

4,600

Acquisition costs (4)

297

387

332

387

Bargain purchase (5)

(2,218)

(2,218)

Legal accrual (6)

2,125

2,125

Store closure (7)

1,039

Executive transition costs (8)

623

Adjusted EBITDA

$

49,925

$

23,194

$

111,697

$

39,429

Adjusted EBITDA margin

12.9%

9.6%

11.0%

6.3%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Thirteen Weeks Ended

 

Thirty-Nine Weeks Ended

 

 

 

November 2,

 

November 3,

 

November 2,

 

November 3,

 

 

    

2019

    

2018

    

2019

    

2018

 

 

 

(dollars in thousands)

 

Net income

 

$

10,493

 

$

12,398

 

$

10,532

 

$

13,121

 

Interest expense

 

 

2,094

 

 

2,633

 

 

6,552

 

 

10,524

 

Income tax expense

 

 

3,287

 

 

2,480

 

 

3,195

 

 

3,406

 

Depreciation and amortization

 

 

4,832

 

 

4,438

 

 

14,090

 

 

13,600

 

Stock-based compensation expense (1)

 

 

619

 

 

366

 

 

1,567

 

 

1,348

 

Pre-opening expenses (2)

 

 

1,482

 

 

320

 

 

2,483

 

 

1,832

 

Executive transition costs (3)

 

 

 —

 

 

 —

 

 

623

 

 

 —

 

Acquisition costs (4)

 

 

387

 

 

 —

 

 

387

 

 

 —

 

CEO retirement (5)

 

 

 —

 

 

 —

 

 

 —

 

 

2,647

 

Adjusted EBITDA

 

$

23,194

 

$

22,635

 

$

39,429

 

$

46,478

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Adjusted EBITDA margin

 

 

9.6%

 

 

10.1%

 

 

6.3%

 

 

7.7%

 


(1)

(1)

Stock-based compensation expense represents non-cash expenses related to equity instruments granted to employees under our 2019 Performance Incentive Plan and Employee Stock Purchase Plan.

(2)

(2)

Pre-opening expenses include expenses incurred in the preparation and opening of a new store location, such as payroll, travel and supplies, but do not include the cost of the initial inventory or capital expenditures required to open a location.

(3)

(3)

Expenses incurredExpense relating to therecruitmentbonuses and hiring of various key members of our senior management team. These events are not expectedincreased wages paid to be recurring.

front-line and back office associates due to the COVID-19 pandemic.

(4)

(4)

Expenses incurred relating to the acquisition of eightcash, inventory, furniture, fixtures, and equipment, and certain other assets related to Field & Stream stores.stores operated by DICK’S in fiscal year 2020.

(5)Excess of the fair value over the purchase price of tangible assets acquired in connection with the Field & Stream stores acquired during fiscal year 2020. See Note 13 to the Notescondensed consolidated financial statements for additional information.
(6)Accrual relating to pending labor litigation in the state of California.
(7)Costs and impairments recorded relating to the Condensed Consolidated Financial Statementsclosure of one store during the first quarter of 2020. These costs were recorded as a component of selling, general, and administration expenses on the condensed consolidated statement of operations.
(8)Costs incurred for additional information.

the recruitment and hiring of key executive officers.

32

(5)

Payroll and stock compensation expenses incurred in conjunction with the retirement of our former CEO.

Recent Accounting Pronouncements

For a descriptionTable of recent accounting pronouncements, see Note 2 to our condensed consolidated financial statements in this 10-Q. Under the Jumpstart Our Business Startup Act, “emerging growth companies” (“EGCs”), we can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards, and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not EGCs. We will cease to be an EGC at the end of the fifth fiscal year after our initial public offering, which is February 1, 2020Contents

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our principal exposure to market risk relates to changes in interest rates. Our revolving credit facility and term loan carry floating interest rates that are tied to LIBOR, the federal funds rate and the prime rate, and, therefore, our income and cash flows will be exposed to changes in interest rates to the extent that we do not have effective hedging arrangements in place. We historically have not used interest rate swap agreements to hedge the variable cash flows associated with the interest on our credit facilities. At November 2, 2019,October 31, 2020, the weighted average interest rate on our borrowings under our revolving credit facility was 3.56%1.89%. Based on a sensitivity analysis at November 2, 2019,October 31, 2020, assuming the amount outstanding under our revolving credit facility would be outstanding for a full year, a 100 basis point increase in interest rates would increasenot have increased our annual interest expense by approximately $1.3 million.expense. We do not use derivative financial instruments for speculative or trading purposes. However, this does not preclude our adoption of specific hedging strategies in the future.

30

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of the end of the period covered by this report, management, including our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based upon and as of the date of the evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective as of November 2, 2019October 31, 2020 due to ensurea material weakness in internal controls over financial reporting that information required to bewas disclosed in our Annual Report on Form 10-K for the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.fiscal year ended February 2, 2020. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the 13 weeks ended November 2, 2019October 31, 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Remediation

As previously described in Part II, Item 9A of our Annual Report on Form 10-K for the fiscal year ended February 2, 2020, we began implementing a remediation plan to address the material weakness mentioned above. The material weakness will not be considered remediated until the applicable controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. We expect that the remediation of this material weakness will be completed prior to the end of fiscal year 2020.

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Table of Contents

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are subject to various legal proceedings and claims, including employment claims, wage and hour claims, intellectual property claims, contractual and commercial disputes and other matters that arise in the ordinary course of our business. While the outcome of these and other claims cannot be predicted with certainty, we do not believe that the likelihood of a loss for any of these matters individually or in the aggregate is probable or reasonably estimable such that they will have a material adverse effect on our business, results of operations or financial condition. See Note 11,12, “Commitments and Contingencies” to our condensed consolidated financial statements for additional information.

ITEM 1A. RISK FACTORS

Our business faces significant risks and uncertainties. Certain important factors may have a material adverse effect on our business prospects, financial condition and results of operations, and you should carefully consider them. There have been no material changes in our assessment of our risk factors from those set forth in our Fiscal 20182019 Form 10-K.

ITEM 5. OTHER INFORMATION

None

On May 29, 2019, at the Company’s annual meeting of stockholders (the “Annual Meeting”), the Company’s stockholders approved the Sportsman’s Warehouse Holdings, Inc. 2019 Performance Incentive Plan (the “2019 Plan”), as described in the Company’s Definitive Proxy Statement, filed with the Securities and Exchange Commission on May 29, 2019 (the “Proxy Statement”) to replace the Sportsman’s Warehouse Holdings, Inc. 2013 Performance Incentive Plan (the “2013 Plan”), effective as of the date of stockholder approval. The 2019 Plan, which was previously approved, subject to stockholder approval, by the Board of Directors of the Company, permits the Company to grant equity awards with respect to a maximum of (i) 3,500,000 shares of the Company’s common stock, plus (ii) the number of shares available for additional award grant purposes under the 2013 Plan as of the date of the Annual Meeting and determined immediately prior to the termination of the authority to grant new awards under that plan as of the date of the Annual Meeting, plus (iii) the number of any shares subject to restricted stock unit awards under the 2013 Plan that are outstanding and unvested as of the date of the Annual Meeting which are forfeited, terminated, cancelled, or otherwise reacquired after the date of the Annual Meeting without having become vested, plus any shares that are withheld or reacquired by the Company to satisfy the tax withholding obligations related to any award granted under the 2013 Plan that is outstanding as of the date of the Annual Meeting. The Company’s directors, officers and employees are currently eligible to receive equity awards under the 2019 Plan.

A summary of the 2019 Plan is set forth in the Proxy Statement. That summary and the foregoing description of the 2019 Plan is qualified in its entirety by reference to the text of the 2019 Plan, a copy of which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

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ITEM 6. EXHIBITS

Exhibit Number

    

Description

Exhibit Number

Description

3.1

3.1

Amended and Restated Certificate of Incorporation of Sportsman’s Warehouse Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on June 11, 2014).

3.2

Amended and Restated Bylaws of Sportsman’s Warehouse Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on June 11, 2014).

10.1

Severance Agreement, General Release and Waiver, dated June 3, 2019, between Sportsman’s Warehouse Holdings, Inc. and Kevan Talbot (incorporated by reference to Exhibit 10.13.1 to the Company’s Current Report on Form 8-K10-Q filed on June 7, 2019)Form 8-K on April 3, 2020).

10.2*31.1*

2019 Performance Incentive Plan

31.1*

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*

Inline XBRL Instance Document.Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH*

XBRL Taxonomy Extension Schema Document.

101.CAL*

XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF*

XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB*

XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*

XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


*

Filed herewith.

**

Furnished herewith

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SIGNATURES

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SPORTSMAN’S WAREHOUSE HOLDINGS, INC.

Date: December 6, 20193, 2020

By:

/s/    Jon Barker

Jon Barker

President and Chief Executive Officer

(Principal Executive Officer)

Date: December 6, 20193, 2020

By:

/s/    Robert K. Julian

Robert K. Julian

Chief Financial Officer

(Principal Financial and Accounting Officer)

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