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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 1, 2022

SPORTSMAN’S WAREHOUSE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-36401

39-1975614

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

1475 West 9000 South, Suite A
West Jordan, Utah

84088

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (801) 566-6681

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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:

Item 2.02. Results of Operations and Financial Condition.

On September 1, 2022, Sportsman’s Warehouse Holdings, Inc. (“the Company”) issued a press release reporting its results of operations for the thirteen and twenty-six weeks ended July 30, 2022, a copy of which is furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 2.02 and the related information in Exhibit 99.1 attached hereto shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in any such filing.

Item 9.01. Financial Statements and Exhibits.

Exhibit 99.1. Press Release, dated September 1, 2022

Exhibit 104. Cover Page Interactive Data File (embedded within the Inline XBRL document)

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 hereunto duly authorized.

SPORTSMAN’S WAREHOUSE HOLDINGS, INC.

By:

/s/ Jeff White

Name:

Jeff White

Title:

Secretary and Chief Financial Officer

Date: September 1, 2022

Exhibit 99.1

Graphic

Sportsman's Warehouse Holdings, Inc. Announces

Second Quarter 2022 Financial Results

WEST JORDAN, Utah, September 1, 2022--Sportsman's Warehouse Holdings, Inc. ("Sportsman's Warehouse" or the “Company”) (Nasdaq: SPWH) today announced second quarter financial results for the thirteen and twenty-six weeks ended July 30, 2022.

“We delivered another strong quarter of operating results despite the challenging economic environment, exceeding the high end of guidance,” said Jon Barker, Sportsman’s Warehouse President and Chief Executive Officer. “Our core business fundamentals remain solid, with the team consistently responding with discipline and rigor, using data-driven metrics to drive decisions that best support changing consumer behaviors. We are confident in our competitive position within the outdoor sporting goods space, and believe we have the right team, strategies, and capabilities to successfully navigate through these challenging macro economic conditions.”

For the thirteen weeks ended July 30, 2022:

Net sales were $351 million, a decrease of 3.0%, compared to $361.8 million in the second quarter of fiscal year 2021. The net sales decrease was primarily due to lower demand across most product categories as we began to see the impact of consumer inflationary pressures and recessionary concerns. This decrease, however, was partially offset by the opening of 12 new stores since July 31, 2021. Compared to the second quarter of fiscal year 2019 net sales increased 65.7% from $211.8 million.

Same store sales decreased 9.4% during the second quarter of 2022, compared to the second quarter of 2021.  Compared to the same period of 2019, same store sales increased 31.7%.

Gross profit was $117.5 million or 33.5% of net sales, compared to $120.1 million or 33.2% of net sales in the comparable prior year period. The 30 basis point improvement, as a percentage of net sales, can be attributed to favorable shipping, freight, and logistical expenses, as we slowed inventory receipts in response to consumer demand.

Selling, general and administrative (SG&A) expenses were $97 million, an increase of 1.2%, compared to $95.9 million in the second quarter of fiscal year 2021.  This increase was primarily due to resuming our pre-pandemic marketing-related activities during the quarter, and new store openings. These expenses were partially offset by increased store operating efficiencies.

Net income was $14.6 million, compared to net income of $17.7 million in the second quarter of 2021. Adjusted net income was $15.1 million, compared to adjusted net income of $19.5 million in the second quarter of 2021 (see “GAAP and Non-GAAP Measures”).

Adjusted EBITDA was $30.6 million, compared to $35.2 million in the comparable prior year period (see "GAAP and Non-GAAP Measures").

Diluted earnings per share were $0.35 compared to diluted earnings per share of $0.40 in the comparable prior year period. Adjusted diluted earnings per share were $0.36 compared to adjusted diluted earnings per share of $0.44 for the comparable prior year period (see "GAAP and Non-GAAP Measures").

For the twenty-six weeks ended July 30, 2022:

Net sales were $660.5 million, a decrease of 4.1%, compared to the first six months of fiscal year 2021. This net sales decrease was primarily driven by lower demand across most product categories as we anniversaried the increased demand driven by the impact of the COVID-19 economic stimulus dollars, current consumer inflationary pressures and recessionary concerns, which were partially offset by the opening of 12 new stores since July 31, 2021.


Same store sales decreased 10.4% compared to the first six months of fiscal 2021. This decrease was primarily due to lower sales demand across most product categories due to inflationary pressures and difficult year-over-year comparisons.  Compared to fiscal year 2019, same store sales for the first six months of 2022 increased 34.6%.

Gross profit was $216.6 million or 32.8% of net sales, compared to $224.1 million or 32.5% of net sales for the first six months of fiscal 2021. This year-over-year improvement was due to increased overall product margins, and decreased shipping, freight, and logistical expenses as we slowed inventory receipts in response to changes in consumer demand.

SG&A expenses increased to $193.1 million or 29.2% of net sales, compared with $186.3 million or 27.0% of net sales for the first six months of fiscal 2021. This increase was primarily due to resuming our normal pre-pandemic marketing and travel related activities during the period, management recruiting expenses and new store expenses. These expenses were partially offset by increased store operating efficiencies.

Net income was $16.6 million, compared to net income of $28.2 million in the prior year period. Adjusted net income was $17.3 million, compared to adjusted net income of $32.0 million in the first six months of fiscal 2021 (see “GAAP and Non-GAAP Measures”).

Adjusted EBITDA was $43.6 million compared to $58.7 million in the prior year period (see "GAAP and Non-GAAP Measures").

Diluted earnings per share were $0.38, compared to diluted earnings per share of $0.63 in the first six months of last year. Adjusted diluted earnings per share were $0.40, compared to adjusted diluted earnings per share of $0.72 in the prior year period (see "GAAP and Non-GAAP Measures").

Balance sheet and capital allocation highlights as of July 30, 2022:

The Company ended the quarter with net debt of $84.8 million, comprised of $6.0 million of cash on hand and $90.8 million of borrowings outstanding under the Company’s revolving credit facility.  

Total liquidity was $209.2 million as of the end of the second quarter of fiscal 2022, comprised of $203.2 million of availability on the revolving credit facility and $6.0 million of cash on hand.

During the second quarter, the Company repurchased 5.3 million shares of its common stock in the open market, returning $52.1 million to shareholders. As of the end of the second quarter, the Company had $22.9 million of remaining capacity under its authorized repurchase program.

Third Quarter 2022 Outlook:

For the third quarter of fiscal year 2022, net sales are expected to be in the range of $345 million to $365 million, anticipating that same store sales will be down 17% to 12% year-over-year. Adjusted diluted earnings per share for the quarter are expected to be in the range of $0.24 to $0.32.

Jeff White, Chief Financial Officer of Sportsman’s Warehouse said, “Despite the macroeconomic headwinds, we remain in a solid financial position, with healthy overall inventory levels and a strong balance sheet. We will stay disciplined in our approach to capital and expense allocation, and are pleased with the open-market success of the share repurchase program.”

Conference Call Information:

A conference call to discuss second quarter 2022 financial results is scheduled for September 1, 2022, at 5:00PM Eastern Time. The conference call will be webcast and may be accessed via the Investor Relations section of the Company’s website at www.sportsmans.com.

Non-GAAP Information

This press release includes the following financial measures defined as non-GAAP financial measures by the Securities and Exchange Commission (the “SEC”): adjusted net income, adjusted diluted earnings per share and Adjusted EBITDA. We define adjusted net income as net income plus expenses incurred relating to costs incurred for the recruitment and hiring of key members of management, expenses incurred relating to the terminated merger with the Great Outdoors Group, LLC and recognized tax benefits, as applicable. We

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define adjusted diluted earnings per share as adjusted net income divided by diluted weighted average shares outstanding. We define Adjusted EBITDA as net income plus interest expense, income tax (benefit) expense, depreciation and amortization, stock-based compensation expense, expenses incurred relating to the terminated merger with the Great Outdoors Group, LLC, pre-opening expenses and costs incurred for the recruitment and hiring of key members of management.  The Company has reconciled these non-GAAP financial measures with the most directly comparable GAAP financial measures under “GAAP and Non-GAAP Measures” in this release. The Company believes that these non-GAAP financial measures not only provide its management with comparable financial data for internal financial analysis but also provide meaningful supplemental information to investors. Specifically, these non-GAAP financial measures allow investors to better understand the performance of the Company’s business and facilitate a more meaningful comparison of its diluted earnings per share and actual results on a period-over-period basis. The Company has provided this information as a means to evaluate the results of its ongoing operations. Other companies in the Company’s industry may calculate these items differently than the Company does. Each of these measures is not a measure of performance under GAAP and should not be considered as a substitute for the most directly comparable financial measures prepared in accordance with GAAP. Non-GAAP financial measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the Company’s results as reported under GAAP.

Forward-Looking Statements  

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 as contained in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements in this release include, but are not limited to, statements regarding our ability to have sufficient inventory of products in demand by our customers and our guidance for the third quarter of fiscal year 2022. Investors can identify these statements by the fact that they use words such as "continue", "expect", "may", “opportunity”, "plan", "future", “ahead” and similar terms and phrases. The Company cannot assure investors that future developments affecting the Company will be those that it has anticipated. Actual results may differ materially from these expectations due to many factors including, but not limited to:  current and future government regulations relating to the sale of firearms and ammunition, which may impact the supply and demand for the Company’s products and ability to conduct its business; the Company’s retail-based business model; general economic, market and other conditions and changes in consumer spending; the Company’s concentration of stores in the Western United States; competition in the outdoor activities and specialty retail market; changes in consumer demands; the Company’s expansion into new markets and planned growth; the impact of COVID-19 on the Company’s operations; and other factors that are set forth in the Company's filings with the SEC, including under the caption “Risk Factors” in the Company’s Form 10-K for the fiscal year ended January 29, 2022 which was filed with the SEC on March 30, 2022, and the Company’s other public filings made with the SEC and available at www.sec.gov. If one or more of these risks or uncertainties materialize, or if any of the Company’s assumptions prove incorrect, the Company’s actual results may vary in material respects from those projected in these forward-looking statements. Any forward-looking statement made by the Company in this release speaks only as of the date on which the Company makes it. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

About Sportsman's Warehouse Holdings, Inc.

Sportsman’s Warehouse Holdings, Inc. is an outdoor specialty retailer focused on meeting the needs of the seasoned outdoor veteran, the first-time participant, and everyone in between. We provide outstanding gear and exceptional service to inspire outdoor memories.

For press releases and certain additional information about the Company, visit the Investor Relations section of the Company's website at www.sportsmans.com.


Investor Contacts:

Riley Timmer

Vice President, Investor Relations & Corp. Development

Sportsman’s Warehouse

(801) 566-6681

investors@sportsmans.com

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SPORTSMAN’S WAREHOUSE HOLDINGS, INC.

Condensed Consolidated Statements of Income (Unaudited)

(in thousands, except per share data)

For the Thirteen Weeks Ended

July 30, 2022

   

% of net sales

   

July 31, 2021

   

% of net sales

YOY Variance

Net sales

$ 351,021

100.0%

$ 361,778

100.0%

($ 10,757)

Cost of goods sold

233,482

66.5%

241,724

66.8%

(8,242)

Gross profit

117,539

33.5%

120,054

33.2%

(2,515)

Operating expenses:

Selling, general and administrative expenses

97,023

27.6%

95,870

26.5%

1,153

Income from operations

20,516

5.9%

24,184

6.7%

(3,668)

Interest expense

767

0.2%

266

0.1%

501

Income before income tax expense

19,749

5.7%

23,918

6.6%

(4,169)

Income tax expense

5,135

1.5%

6,195

1.7%

(1,060)

Net income

$ 14,614

4.2%

$ 17,723

4.9%

($ 3,109)

Earnings per share

Basic

$ 0.35

$ 0.40

($ 0.06)

Diluted

$ 0.35

$ 0.40

($ 0.05)

Weighted average shares outstanding

Basic

41,962

43,860

(1,898)

Diluted

42,194

44,716

(2,522)

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SPORTSMAN’S WAREHOUSE HOLDINGS, INC.

Condensed Consolidated Statements of Income (Unaudited)

(in thousands, except per share data)

For the Twenty-Six Weeks Ended

July 30, 2022

   

% of net sales

   

July 31, 2021

   

% of net sales

YOY Variance

Net sales

$ 660,526

100.0%

$ 688,770

100.0%

($ 28,244)

Cost of goods sold

443,896

67.2%

464,669

67.5%

(20,773)

Gross profit

216,630

32.8%

224,101

32.5%

(7,471)

Operating expenses:

Selling, general and administrative expenses

193,108

29.2%

186,289

27.0%

6,819

Income from operations

23,522

3.6%

37,812

5.5%

(14,290)

Interest expense

1,334

0.2%

492

0.1%

842

Income before income tax expense

22,188

3.4%

37,320

5.4%

(15,132)

Income tax expense

5,576

0.8%

9,147

1.3%

(3,571)

Net income

$ 16,612

2.6%

$ 28,173

4.1%

($ 11,561)

Earnings per share

Basic

$ 0.39

$ 0.64

($ 0.26)

Diluted

$ 0.38

$ 0.63

($ 0.25)

Weighted average shares outstanding

Basic

42,950

43,775

(825)

Diluted

43,180

44,600

(1,420)

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SPORTSMAN’S WAREHOUSE HOLDINGS, INC.

Condensed Consolidated Balance Sheets (Unaudited)

(in thousands)

July 30, 2022

   

January 29, 2022

Assets

Current assets:

Cash

$

6,018

$

57,018

Accounts receivable, net

1,911

1,937

Merchandise inventories

437,382

386,560

Prepaid expenses and other

20,855

21,955

Total current assets

466,166

467,470

Operating lease right of use asset

250,936

243,047

Property and equipment, net

137,152

128,304

Goodwill

1,496

1,496

Definite lived intangible assets, net

419

264

Total assets

$

856,169

$

840,581

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

$

98,845

$

58,916

Accrued expenses

91,040

109,012

Operating lease liability, current

42,195

40,924

Income taxes payable

4,852

9,500

Revolving line of credit

90,780

66,054

Total current liabilities

327,712

284,406

Long-term liabilities:

Deferred income taxes

5,009

5,779

Operating lease liability, noncurrent

243,596

236,227

Total long-term liabilities

248,605

242,006

Total liabilities

576,317

526,412

Stockholders’ equity:

Common stock

442

439

Treasury Stock, at cost

(52,057)

-

Additional paid-in capital

91,976

90,851

Accumulated earnings

239,491

222,879

Total stockholders’ equity

279,852

314,169

Total liabilities and stockholders' equity

$

856,169

$

840,581

6


SPORTSMAN’S WAREHOUSE HOLDINGS, INC.

Condensed Consolidated Statements of Cash Flows (Unaudited)

(in thousands)

July 30, 2022

   

July 31, 2021

CASH FLOWS FROM OPERATING ACTIVITIES

Net income

$

16,612

$

28,173

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

Depreciation and amortization

15,137

12,116

Amortization of discount on debt and deferred financing fees

108

126

Amortization of Intangible assets

36

20

Noncash operating lease expense

16,027

7,962

Deferred income taxes

(770)

(238)

Stock based compensation

2,449

2,043

Change in assets and liabilities, net of amounts acquired:

Accounts receivable, net

26

(35)

Operating lease liabilities

(15,276)

(13,926)

Merchandise inventory

(50,822)

(134,919)

Prepaid expenses and other

1,500

2,614

Accounts payable

38,269

32,351

Accrued expenses

(10,681)

(1,403)

Income taxes payable and receivable

(4,648)

(2,666)

Net cash provided by (used in) operating activities

7,967

(67,782)

CASH FLOWS FROM INVESTING ACTIVITIES:

Purchase of property and equipment, net of amounts acquired

(22,588)

(17,936)

Net cash used in investing activities

(22,588)

(17,936)

CASH FLOWS FROM FINANCING ACTIVITIES:

Net (payments) borrowings on line of credit

24,726

20,191

(Decrease) Increase in book overdraft

(7,221)

4,891

Proceeds from issuance of common stock per employee stock purchase plan

525

-

Payments to acquire treasury stock

(52,057)

-

Payment of withholdings on restricted stock units

(1,844)

(2,269)

Payment of deferred financing costs

(508)

-

Net cash (used in) provided by financing activities

(36,379)

22,813

Net change in cash and cash equivalents

(51,000)

(62,905)

Cash and cash equivalents at beginning of year

57,018

65,525

Cash and cash equivalents at end of period

$

6,018

$

2,620

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SPORTSMAN’S WAREHOUSE HOLDINGS, INC.

GAAP and Non-GAAP Measures (Unaudited)

(in thousands, except per share data)

Reconciliation of GAAP net income and GAAP dilutive earnings per share to adjusted net income and adjusted diluted earnings per share:

For the Thirteen Weeks Ended

For the Twenty-Six Weeks Ended

July 30, 2022

   

July 31, 2021

   

July 30, 2022

   

July 31, 2021

Numerator:

Net income

$

14,614

$

17,723

$

16,612

$

28,173

Acquisition costs (3)

-

2,461

-

5,306

Executive transition costs (4)

704

-

925

-

Less tax benefit

(183)

(663)

(241)

(1,433)

Adjusted net income

$

15,135

$

19,521

$

17,297

$

32,046

Denominator:

Diluted weighted average shares outstanding

42,194

44,716

43,180

44,600

Reconciliation of earnings per share:

Dilutive earnings per share

$

0.35

$

0.40

$

0.38

$

0.63

Impact of adjustments to numerator and denominator

0.01

0.04

0.02

0.09

Adjusted diluted earnings per share

$

0.36

$

0.44

$

0.40

$

0.72

Reconciliation of net income to adjusted EBITDA:

For the Thirteen Weeks Ended

For the Twenty-Six Weeks Ended

July 30, 2022

   

July 31, 2021

   

July 30, 2022

   

July 31, 2021

Net income

$

14,614

$

17,723

$

16,612

$

28,173

Interest expense

767

266

1,334

492

Income tax expense (benefit)

5,135

6,195

5,576

9,147

Depreciation and amortization

7,762

6,360

15,173

12,136

Stock-based compensation expense (1)

1,091

1,027

2,449

2,043

Pre-opening expenses (2)

553

1,183

1,504

1,378

Acquisition costs (3)

-

2,461

-

5,306

Executive transition costs (4)

704

-

925

-

Adjusted EBITDA

$

30,626

$

35,215

$

43,573

$

58,675

(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) 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) The 13 and 26 weeks ended July 31, 2021, included $2.5 and $5.3 million of expenses incurred relating to the terminated merger with Great Outdoors Group.

(4) Expenses incurred relating to the recruitment and hiring of various key members of our senior management team. These events are not expected to be recurring.

8


SPORTSMAN’S WAREHOUSE HOLDINGS, INC.

GAAP and Non-GAAP Measures (Unaudited)

(in thousands, except per share data)

Reconciliation of third quarter 2022 guidance:

Estimated Q3 '22

Low

High

Numerator:

Net income (loss)

$ 9,350

$ 12,450

Adjusted net income (loss)

$ 9,350

$ 12,450

Denominator:

Diluted weighted average shares outstanding

38,868

38,868

Reconciliation of earnings per share:

Diluted earnings (loss) per share

$ 0.24

$ 0.32

Impact of adjustments to numerator and denominator

-

-

Adjusted diluted earnings (loss) per share

$ 0.24

$ 0.32

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