SEC Filing | Sportsman's Warehouse Holdings, Inc.

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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

For the quarterly period ended July 31, 2021

☐	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.)

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


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 September 8, 2021, the registrant had 43,872,265 shares of common stock, $0.01 par value per share, outstanding.

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SPORTSMAN’S WAREHOUSE HOLDINGS, INC.

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		Page

PART I. FINANCIAL INFORMATION

Item 1.	Financial Statements (unaudited):	4

	Condensed Consolidated Balance Sheets	4

	Condensed Consolidated Statements of Operations	5

	Condensed Consolidated Statements of Stockholders’ Equity	6

	Condensed Consolidated Statements of Cash Flows	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28

Item 4.	Controls and Procedures	29

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	30

Item 1A.	Risk Factors	30

Item 5.	Other Information	30

Item 6.	Exhibits	31

	Signatures	32

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 second quarters ended July 31, 2021 and August 1, 2020 both consisted of 13 weeks and are referred to herein as the second quarter of fiscal year 2021 and the second quarter of fiscal year 2020, respectively. Fiscal year 2021 contains 52 weeks of operations and will end on January 29, 2022. Fiscal year 2020 contained 52 weeks of operations and ended on January 30, 2021.

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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,” “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. The forward-looking statements also include assumptions about our proposed merger with Great Outdoors Group, LLC (“Great Outdoors Group”), a subsidiary of Great American Outdoors Group.

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 potential impact of, and any potential developments related to, the pending merger with Great Outdoors Group, including the risk that the conditions to the consummation of the merger are not satisfied or waived, litigation challenging the merger, the impact on our stock price, business, financial condition and results of operations if the merger is not consummated, and the potential negative impact to our business and employee relationships due to the merger;

●

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

●

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

●

our retail-based business model which is impacted by general economic and market conditions and economic, market and financial uncertainties that may cause a decline in consumer spending;

●

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

●

the highly fragmented and competitive industry in which we operate and the potential for increased competition;

●

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

●

our entrance into new markets or operations in existing markets, which may not be successful.

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 January 30, 2021 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

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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.

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.

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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)


	July 31,		January 30,
	2021		2021
Assets
Current assets:
Cash	$	2,620	$	65,525
Accounts receivable, net		616		581
Merchandise inventories		378,353		243,434
Prepaid expenses and other		12,373		15,113
Total current assets		393,962		324,653
Operating lease right of use asset		251,684		235,262
Property and equipment, net		109,592		99,118
Goodwill		1,496		1,496
Definite lived intangibles, net		270		289
Total assets	$	757,004	$	660,818

Liabilities and Stockholders' Equity
Current liabilities:
Accounts payable	$	114,138	$	77,441
Accrued expenses		112,853		109,056
Income taxes payable		2,251		4,917
Operating lease liability, current		38,741		36,014
Revolving line of credit		20,191		—
Total current liabilities		288,174		227,428
Long-term liabilities:
Long-term debt, net of discount, debt issuance costs, and current portion		—		—
Deferred income taxes		196		434
Operating lease liability, noncurrent		236,027		228,296
Total long-term liabilities		236,223		228,730
Total liabilities		524,397		456,158

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; 43,831 and 43,623 shares issued and outstanding, respectively		438		436
Additional paid-in capital		89,587		89,815
Accumulated earnings		142,582		114,409
Total stockholders' equity		232,607		204,660
Total liabilities and stockholders' equity	$	757,004	$	660,818

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				Twenty-Six Weeks Ended
	July 31,		August 1,		July 31,		August 1,
	2021		2020		2021		2020
Net sales	$	361,778	$	380,989	$	688,770	$	627,824
Cost of goods sold		241,724		251,896		464,669		423,957
Gross profit		120,054		129,093		224,101		203,867

Selling, general, and administrative expenses		95,870		83,606		186,289		158,825
Income from operations		24,184		45,487		37,812		45,042
Interest expense		266		1,017		492		2,551
Income before income taxes		23,918		44,470		37,320		42,491
Income tax expense		6,195		12,009		9,147		11,160
Net income	$	17,723	$	32,461	$	28,173	$	31,331
Earnings per share:
Basic	$	0.40	$	0.75	$	0.64	$	0.72
Diluted	$	0.40	$	0.73	$	0.63	$	0.71
Weighted average shares outstanding:
Basic		43,860		43,537		43,775		43,430
Diluted		44,716		44,368		44,600		44,098

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 July 31, 2021 and August 1, 2020
	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 May 2, 2020	43,551	$	436	—	$	—	$	86,850	$	21,899	$	109,185
Issuance of common stock for cash per employee stock purchase plan	40		—	—		—		273		—		273
Stock based compensation	—		—	—		—		818		—		818
Net loss	—		—	—		—		—		32,461		32,461
Balance at August 1, 2020	43,591	$	436	—	$	—	$	87,941	$	54,360	$	142,737

Balance at May 1, 2021	43,831	$	438	—	$	—	$	88,560	$	124,859	$	213,857
Stock based compensation	—		—	—		—		1,027		—		1,027
Net income	—		—	—		—		—		17,723		17,723
Balance at July 31, 2021	43,831	$	438	—	$	—	$	89,587	$	142,582	$	232,607




For the Twenty-Six Weeks Ended July 31, 2021 and August 1, 2020
	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 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	—		—	—		—		1,554		—		1,554
Net income	—		—	—		—		—		31,331		31,331
Balance at August 1, 2020	43,591	$	436	—	$	—	$	87,941	$	54,360	$	142,737

Balance at January 30, 2021	43,623	$	436	—	$	—	$	89,815	$	114,409	$	204,660
Vesting of restricted stock units	208		2	—		—		(2)		—		—
Payment of withholdings on restricted stock units	—		—	—		—		(2,269)		—		(2,269)
Stock based compensation	—		—	—		—		2,043		—		2,043
Net income	—		—	—		—		—		28,173		28,173
Balance at July 31, 2021	43,831	$	438	—	$	—	$	89,587	$	142,582	$	232,607
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 CASH FLOWS

Amounts in Thousands

(unaudited)


	Twenty-Six Weeks Ended
	July 31,		August 1,
	2021		2020
Cash flows from operating activities:
Net income	$	28,173	$	31,331
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
Depreciation of property and equipment		12,116		10,670
Amortization of deferred financing fees		126		311
Amortization of definite lived intangible		20		10
Loss on asset dispositions		—		803
Noncash lease expense		7,962		13,787
Deferred income taxes		(238)		2,908
Stock-based compensation		2,043		1,554
Change in operating assets and liabilities, net of amounts acquired:
Accounts receivable, net		(35)		353
Operating lease liabilities		(13,926)		(15,807)
Merchandise inventories		(134,919)		(16,943)
Prepaid expenses and other		2,614		(3,863)
Accounts payable		32,351		87,665
Accrued expenses		(1,403)		24,866
Income taxes payable and receivable		(2,666)		8,103
Net cash (used in) provided by operating activities		(67,782)		145,748
Cash flows from investing activities:
Purchase of property and equipment, net of amounts acquired		(17,936)		(8,579)
Acquisition of Field and Stream stores, net of cash acquired		—		(3,444)
Net cash used in investing activities		(17,936)		(12,023)
Cash flows from financing activities:
Net borrowings/ (payments) on line of credit		20,191		(113,220)
Increase in book overdraft, net		4,891		4,512
Proceeds from issuance of common stock per employee stock purchase plan		—		273
Payment of withholdings on restricted stock units		(2,269)		(687)
Principal payments on long-term debt		—		(14,000)
Net cash provided by (used in) financing activities		22,813		(123,122)
Net change in cash		(62,905)		10,603
Cash at beginning of period		65,525		1,685
Cash at end of period	$	2,620	$	12,288

Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest, net of amounts capitalized	$	492	$	2,535
Income taxes, net of refunds		12,051		149

Supplemental schedule of noncash activities:
Noncash change in operating lease right of use asset and operating lease liabilities from	$	24,443	$	11,773
remeasurement of existing leases and addition of new leases
Purchases of property and equipment included in accounts payable and accrued expenses	$	6,541	$	1,531
Payable to seller relating to acquisition of Field and Stream stores	$	—	$	1,077

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 July 31, 2021, the Company operated 114 stores in 28 states. The Company also operates an e-commerce platform at www.sportsmans.com. The Company’s stores and website are aggregated into one 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 January 30, 2021 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 July 31, 2021 are not necessarily indicative of the results to be obtained for the year ending January 29, 2022. 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 January 30, 2021 filed with the SEC on April 2, 2021 (the “Fiscal 2020 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 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 and continues to operate normally as of the end of the second quarter of fiscal 2021. 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 2 to the Company’s Fiscal 2020 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.

Recently Issued Accounting Pronouncements

In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This ASU provides temporary optional expedients and exceptions to existing guidance on contract modifications and hedge accounting to facilitate the market transition from existing reference rates, such as the London

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Inter-Bank Offered Rate (“LIBOR”), certain tenors of which are being phased out in 2021, to alternate reference rates, such as the Secured Overnight Financing Rate. The standard is currently effective and upon adoption may be applied prospectively to contract modifications made on or before December 31, 2022. The provisions have impact as contract modifications and other changes occur while LIBOR is phased out. The Company is in the process of evaluating the optional relief guidance provided within this ASU. Management will continue its assessment and monitor regulatory developments during the LIBOR transition period.

(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 purchases to certain municipalities.

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

●

Retail store sales

●

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 and, for e-commerce sales, when the products are tendered for delivery to the common carrier.

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 and 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 3.5% when no 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.

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

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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 50% when no escheat liability to relevant jurisdictions exists.

We offer promotional financing and credit cards issued by a third-party bank that manages and directly extends credit to our customers. We provide a license to our brand and marketing services, and we facilitate credit applications in our stores and online. The banks are the sole owners of the accounts receivable generated under the program and, accordingly, we do not hold any customer receivables related to these programs and act as an agent in the financing transactions with customers. We are eligible to receive a profit share from certain of our banking partners based on the annual performance of their corresponding portfolio, and we receive monthly payments based on forecasts of full-year performance. This is a form of variable consideration. We record such profit share as revenue over time using the most likely amount method, which reflects the amount earned each month when it is determined that the likelihood of a significant revenue reversal is not probable, which is typically monthly. Profit-share payments occur monthly, shortly after the end of each program month.

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.

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 to 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 July 31, 2021 and January 30, 2021:


	July 31, 2021		January 30, 2021
Right of return assets, which are included in prepaid expenses and other	$	2,404	$	2,940
Estimated gift card contract liability, net of breakage		(16,201)		(22,069)
Estimated loyalty contract liability, net of breakage		(13,242)		(12,131)
Sales return liabilities, which are included in accrued expenses		(3,588)		(4,388)

For the 13 and 26 weeks ended July 31, 2021, the Company recognized approximately $292 and $673 in gift card breakage, respectively and approximately $1,446 and $2,621 in loyalty reward breakage, respectively. For the 13 and 26 weeks ended August 1, 2020, the Company recognized approximately $246 and $522 in gift card breakage, respectively and approximately $773 and $1,328 in loyalty reward breakage, respectively. For the 13 and 26 weeks ended July 31, 2021, the Company recognized revenue of $2,154 and $9,876, respectively, relating to contract liabilities that existed at January 30, 2021.

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.

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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 26 weeks ended July 31, 2021 and August 1, 2020, was approximately:


		Thirteen Weeks Ended		Twenty-Six Weeks Ended
		July 31,	August 1,	July 31,	August 1,
Department	Product Offerings	2021	2020	2021	2020
Camping	Backpacks, camp essentials, canoes and kayaks, coolers, outdoor cooking equipment, sleeping bags, tents and tools	17.8%	17.1%	14.7%	14.4%
Apparel	Camouflage, jackets, hats, outerwear, sportswear, technical gear and work wear	6.6%	5.6%	6.5%	5.1%
Fishing	Bait, electronics, fishing rods, flotation items, fly fishing, lines, lures, reels, tackle and small boats	15.1%	15.9%	13.4%	13.7%
Footwear	Hiking boots, socks, sport sandals, technical footwear, trail shoes, casual shoes, waders and work boots	6.6%	5.7%	6.4%	5.2%
Hunting and Shooting	Ammunition, archery items, ATV accessories, blinds and tree stands, decoys, firearms, reloading equipment and shooting gear	48.1%	49.1%	53.1%	55.6%
Optics, Electronics, Accessories, and Other	Gift items, GPS devices, knives, lighting, optics, two-way radios, and other license revenue, net of revenue discounts	5.8%	6.6%	5.9%	6.0%
Total		100.0%	100.0%	100.0%	100.0%

(4) Property and Equipment

Property and equipment as of July 31, 2021 and January 30, 2021 were as follows:


	July 31,		January 30,
	2021		2021
Furniture, fixtures, and equipment	$	103,846	$	96,085
Leasehold improvements		116,647		112,338
Construction in progress		11,412		2,614
Total property and equipment, gross		231,905		211,037
Less accumulated depreciation and amortization		(122,313)		(111,919)
Total property and equipment, net	$	109,592	$	99,118

(5) Accrued Expenses

Accrued expenses consisted of the following as of July 31, 2021 and January 30, 2021:


	July 31,		January 30,
	2021		2021
Book overdraft	$	18,337	$	13,445
Unearned revenue		36,109		38,454
Accrued payroll and related expenses		23,696		28,453
Sales and use tax payable		7,715		7,317
Accrued construction costs		647		339
Other		26,349		21,048
Total accrued expenses	$	112,853	$	109,056

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(6) Leases

At the inception of the lease, the Company’s operating leases have certain lease terms of up to 13 years, which typically includes multiple options for the Company to extend the lease which are not reasonably certain and as such are excluded from the measurement of the right of use asset and liability.

The Company determines whether a contract is or contains a lease at contract inception. As the rate implicit in the lease is not readily determinable in most of 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 Company's incremental borrowing rate for a lease is the rate 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 asset also includes any fixed lease payments made and includes lease incentives and incurred initial direct costs. Operating lease expense for fixed lease payments is recognized on a straight-line basis over the lease term. The Company’s lease terms may include options to extend or terminate the lease. Additionally, the Company’s leases do not contain any material residual guarantees or material restrictive covenants.

In the 13 and 26 weeks ended July 31, 2021, the Company recorded a non-cash increase of $18,884 and $24,443, respectively, to the 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.

In accordance with ASC 842, total lease expense, including common area maintenance (“CAM”), recorded during the 13 and 26 weeks ended July 31, 2021 was $18,342 and $36,739, respectively. In accordance with ASC 842, total lease expense, including CAM, recorded during the 13 and 26 weeks ended August 1, 2020 was $16,655 and $33,202, respectively.

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


	Twenty-Six Weeks Ended
	July 31,		August 1,
	2021		2020
Operating cash flows from operating leases	$	(29,209)	$	(27,313)
Cash paid for amounts included in the measurement of lease liabilities - operating leases		(29,209)		(27,313)

	As of July 31,		As of August 1,
	2021		2020

Right-of-use assets obtained in exchange for new or remeasured operating lease liabilities	$	24,443	$	13,062
Terminated right-of-use assets and liabilities		—		(3,202)
Weighted-average remaining lease term - operating leases		6		6.02
Weighted-average discount rate - operating leases		8.33%		8.09%

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In accordance with ASC 842, maturities of operating lease liabilities as of July 31, 2021 were as follows:


	Operating
Year Endings:	Leases
2021 (remainder)	$	30,381
2022		61,187
2023		56,003
2024		47,582
2025		41,021
Thereafter		162,381
Undiscounted cash flows	$	398,555
Reconciliation of lease liabilities:
Present values	$	274,768
Lease liabilities - current		38,741
Lease liabilities - noncurrent		236,027
Lease liabilities - total	$	274,768
Difference between undiscounted and discounted cash flows	$	123,787

(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 governs the Company’s senior secured revolving credit facility (“Revolving Line of Credit”) and a $40,000 term loan (the “Term Loan”). The Revolving Line of Credit provides borrowing capacity of up to $250,000, subject to a borrowing base calculation. The Term Loan was repaid in full during the twenty-six week period ended August 1, 2020.

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.

Amounts outstanding under the Revolving Line of Credit are offset on the condensed consolidated balance sheets by amounts in depository accounts under lock-box or similar arrangements, which were $16,878 and $13,553 as of July 31, 2021 and January 30, 2021, respectively. As of both July 31, 2021 and January 30, 2021 borrowings outstanding under the Revolving Line of Credit were $37,069 and $0, respectively. As of July 31, 2021, the Company had stand-by commercial letters of credit of $1,955 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 July 31, 2021, the Revolving Line of Credit had $458 in deferred financing fees and as of January 30, 2021, the Revolving Line of Credit had $583 in deferred financing fees. During the 13 and 26 weeks ended July 31, 2021, the Company recognized $63 and $126, respectively, of non-cash interest expense with respect to the amortization of deferred financing fees. During the 13 and 26 weeks ended August 1, 2020, the Company recognized $62 and $125, respectively, of non-cash interest expense with respect to the amortization of deferred financing fees.

For the 13 and 26 weeks ended July 31, 2021, gross borrowings under the Revolving Line of Credit were $434,702 and $792,180, respectively. For the 13 and 26 weeks ended August 1, 2020 gross borrowing under the Revolving Line of Credit were $305,658 and $580,617, respectively. For the 13 and 26 weeks ended July 31, 2021, gross paydowns under

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the Revolving Line of Credit were $397,830 and $755,470, respectively. For the 13 and 26 weeks ended August 1, 2020, gross paydowns under the Revolving Line of Credit were $419,134 and $685,932, respectively.

Restricted Net Assets

The provisions of 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 July 31, 2021, from being used to pay any dividends without prior written consent from the financial institutions party to the Company’s Revolving Line of Credit.

(8) Income Taxes

The Company recognized an income tax expense of $6,195 and $12,009, respectively, in the 13 weeks ended July 31, 2021 and August 1, 2020. The Company’s effective tax rate for the 13 weeks ended July 31, 2021 and August 1, 2020 was 25.9% and 27.0%, respectively. The Company recognized an income tax expense of $9,147 and $11,160, respectively, for the 26 weeks ended July 31, 2021 and August 1, 2020. The Company’s effective tax rate for the 26 weeks ended July 31, 2021 and August 1, 2020 was 24.5% and 26.3%, 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.

(9) 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.

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


	Thirteen Weeks Ended				Twenty-Six Weeks Ended
		July 31,		August 1,		July 31,		August 1,
		2021		2020		2021		2020
Net income	$	17,723	$	32,461	$	28,173	$	31,331
Weighted-average shares of common stock outstanding:
Basic		43,860		43,537		43,775		43,430
Dilutive effect of common stock equivalents		856		831		825		668
Diluted		44,716		44,368		44,600		44,098
Basic earnings per share	$	0.40	$	0.75	$	0.64	$	0.72
Diluted earnings per share	$	0.40	$	0.73	$	0.63	$	0.71
Restricted stock units considered anti-dilutive and excluded in the calculation		2		7		5		33

(10) Stock-Based Compensation

Stock-Based Compensation

During the 13 and 26 weeks ended July 31, 2021 the Company recognized total stock-based compensation expense of $1,027 and $2,043, respectively. During the 13 and 26 weeks ended August 1, 2020 the Company recognized total stock-based compensation expense of $818 and $1,554, 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 July 31, 2021, the number of shares available for awards under the 2019 Performance Incentive Plan (the “2019 Plan”) was 2,194. As of July 31, 2021, there were 1,253 unvested stock awards outstanding under the 2019 Plan.

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Employee Stock Purchase Plan

The Company also had an Employee Stock Purchase Plan (“ESPP”) that was approved by shareholders in fiscal year 2015, under which 800 shares of common stock were authorized. For the 13 and 26 weeks ended July 31, 2021, no shares were issued under the ESPP and, as of July 31, 2021, the number of shares available for issuance was 374. As of January 30, 2021, due to the pending merger with the Great Outdoors Group (as defined below), the Company discontinued its ESPP in accordance with the plan document

Nonvested Performance-Based Stock Awards

During the 13 and 26 weeks ended July 31, 2021, the Company did not issue any nonvested performance-based stock awards.

During the 13 weeks ended August 1, 2020, the Company did not issue any nonvested performance-based stock awards. During the 26 weeks ended August 1, 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 issuable 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, no shares will vest. Based on the performance conditions met for fiscal year 2020, 412 shares were issued, which was the maximum number of shares subject to the award. Vesting of the shares issued is subject to the employees’ continued employment with the Company.

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
Balance at January 30, 2021	624	$	5.13
Grants	—		—
Forfeitures	(13)		5.63
Vested	(22)		4.91
Balance at July 31, 2021	589	$	5.13

		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 August 1, 2020	418	$	4.73

Nonvested Stock Unit Awards

During the 13 weeks ended July 31, 2021, the Company issued 28 nonvested stock units to Directors of the Company at an average value of $17.77 per share. The shares issued to Directors of the Company vest over a 12 month period with one twelfth of the shares vesting each month.

During the 26 weeks ended July 31, 2021, the Company issued 249 nonvested stock units to employees and Directors of the Company at an average value of $17.33 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 Directors of the Company vest over a 12 month period with one twelfth of the shares vesting each month.

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During the 13 and 26 weeks ended August 1, 2020, the Company issued 44 and 426, nonvested stock units, respectively, to employees and Directors of the Company at an average value of $6.30 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 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
Balance at January 30, 2021	779	$	5.19
Grants	249		17.33
Forfeitures	(38)		8.02
Vested	(325)		5.45
Balance at July 31, 2021	665	$	9.45

		Weighted
		average
		grant-date
	Shares	fair value
Balance at February 1, 2020	744	$	4.32
Grants	426		6.30
Forfeitures	(40)		4.31
Vested	(298)