Form 8-K
0001132105 False 0001132105 2021-12-08 2021-12-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

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):  December 8, 2021

_______________________________

SPORTSMAN'S WAREHOUSE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

_______________________________

Delaware001-3640139-1975614
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

1475 West 9000 South, Suite A

West Jordan, Utah 84088

(Address of Principal Executive Offices) (Zip Code)

(801) 566-6681

(Registrant's telephone number, including area code)

(Not Applicable)

(Former name or former address, if changed since last report)

_______________________________

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:

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 classTrading Symbol(s)Name of each exchange on which registered
Common stock, $.01 par valueSPWHThe 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 December 8, 2021, Sportsman’s Warehouse Holdings, Inc. (the "Company") issued a press release reporting its results of operations for the thirteen and thirty-nine weeks ended October 30, 2021, 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 December 8, 2021

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

 
 

SIGNATURE

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.
   
  
Date: December 8, 2021By: /s/ Jeff White        
  Jeff White
  Secretary and Interim Chief Financial Officer
  

 

EdgarFiling

EXHIBIT 99.1

Sportsman's Warehouse Holdings, Inc. Announces Third Quarter 2021 Financial Results

WEST JORDAN, Utah, Dec. 08, 2021 (GLOBE NEWSWIRE) -- Sportsman's Warehouse Holdings, Inc. ("Sportsman's Warehouse" or the “Company”) (Nasdaq: SPWH) today announced financial results for the thirteen and thirty-nine weeks ended October 30, 2021.

“I am very proud of our team and pleased with the performance of the business during the third quarter.” said Jon Barker, Sportsman’s Warehouse CEO. “Despite a very difficult comparison and the terminated merger agreement with the Great Outdoors Group, Inc., our team has been able to achieve incredible results in the quarter and year-to-date periods.”

Notable Achievements

For the thirteen weeks ended October 30, 2021:

For the thirty-nine weeks ended October 30, 2021:

Balance sheet highlights as of October 30, 2021:

Q4 2021 and Full Year Outlook:

At this time the Company will not be providing guidance for the fourth quarter or full fiscal year 2021.

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. The Company defines adjusted net income as net income, plus expenses incurred relating to the acquisition of Field and Stream store locations and the proposed merger with the Great Outdoors Group, LLC, expenses incurred relating to bonuses and increased wages paid to front-line and non-executive back office associates due to COVID-19, the costs and impairments recorded relating to the closure of one store during the first quarter of 2020, an accrual relating to pending labor litigation in the state of California, the excess of fair value over the purchase price of tangible assets acquired in connection with the Field & Stream stores acquired during fiscal 2020 and expenses incurred relating to the transition of our former Chief Financial Officer and the recruitment and hiring of various key members of our senior management team, less recognized tax benefits, as applicable. The Company defines adjusted diluted earnings per share as adjusted net income divided by diluted weighted average shares outstanding. The Company defines Adjusted EBITDA as net income plus interest expense, income tax (benefit) expense, depreciation and amortization, stock-based compensation expense, pre-opening expenses, expenses incurred relating to the acquisition of Field and Stream store locations and the proposed merger with the Great Outdoors Group, LLC, bonuses and increased wages paid to front-line and non-executive back office associates due to COVID-19, the costs and impairments recorded relating to the closure of one store during the first quarter of 2020, the excess of fair value over the purchase price of tangible assets acquired in connection with the Field & Stream stores acquired during fiscal 2020, expenses incurred relating to the transition of our former Chief Financial Officer and the recruitment and hiring of various key members of our senior management team and an accrual relating to pending labor litigation in the state of California . 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. 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:  the potential impact of the termination of our merger agreement with Great Outdoors Group, LLC, including any impact on our stock price, business, financial condition and results of operations, and the potential negative impact to our business and employee relationships; current and future government regulations, in particular regulations relating to the sale of firearms and ammunition, which may impact the supply and demand for the Company’s products and the Company’s ability to conduct its business; the impacts of COVID-19 and measures intended to reduce its spread on the Company’s operations; the Company’s retail-based business model, which is impacted by general economic, market and financial uncertainties that may cause a decline in consumer spending; the Company’s concentration of stores in the Western United States, which makes the Company susceptible to adverse conditions in this region and could affect the Company’s sales and cause its operating results to suffer; the highly fragmented and competitive industry in which the Company operates and the potential for increased competition; changes in consumer demands, including regional preferences, which the Company may not be able to identify and respond to in a timely manner; the Company’s entrance into new markets or operations in existing markets, which may not be successful; 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 Annual Report on Form 10-K for the fiscal year ended January 30, 2021 which was filed with the SEC on April 2, 2021, 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:
ICR Inc.
Rachel Schacter
investors@sportsmans.com

 
SPORTSMAN’S WAREHOUSE HOLDINGS, INC.
Condensed Consolidated Statements of Income (Unaudited)
(in thousands, except per share data)
           
           
 For the Thirteen Weeks Ended   
           
 
October 30, 2021
   % of net
sales
   
October 31, 2020
   % of net
sales
 YOY
Variance
 
           
Net sales$401,014 100.0% $385,748  100.0% $15,266  
Cost of goods sold 271,392 67.7%  255,166  66.1%  16,226  
Gross profit 129,622 32.3%  130,582  33.9%  (960) 
           
Operating expenses:          
Selling, general and administrative expenses 99,974 24.9%  92,252  23.9%  7,722  
Income from operations 29,648 7.4%  38,330  10.0%  (8,682) 
Bargain purchase gain - 0.0%  (2,218) (0.6%)  2,218  
Interest expense 413 0.1%  536  0.1%  (123) 
Income before income tax expense 29,235 7.3%  40,012  10.5%  (10,777) 
Income tax expense 7,372 1.8%  9,530  2.5%  (2,158) 
Net income$21,863 5.5% $30,482  8.0% $(8,619) 
           
Earnings per share          
Basic$0.50   $0.70    $(0.20) 
Diluted$0.49   $0.68    $(0.19) 
           
Weighted average shares outstanding          
Basic 43,878    43,609     269  
Diluted 44,582    44,510     72  


 
SPORTSMAN’S WAREHOUSE HOLDINGS, INC.
Condensed Consolidated Statements of Income (Unaudited)
(in thousands, except per share data)
          
          
 For the Thirty-Nine Weeks Ended  
          
 
October 30, 2021
   % of net
sales
   
October 31, 2020
   % of net
sales
 YOY
Variance
          
Net sales$1,089,784 100.0% $1,013,572  100.0% $76,212 
Cost of goods sold 736,061 67.5%  679,122  67.0%  56,939 
Gross profit 353,723 32.5%  334,450  33.0%  19,273 
          
Operating expenses:         
Selling, general and administrative expenses 286,263 26.3%  251,077  24.8%  35,186 
Income from operations 67,460 6.2%  83,373  8.2%  (15,913)
Bargain purchase gain - 0.0%  (2,218) (0.2%)  2,218 
Interest expense 905 0.1%  3,088  0.3%  (2,183)
Income before income tax expense 66,555 6.1%  82,503  8.1%  (15,948)
Income tax expense 16,519 1.5%  20,690  2.0%  (4,171)
Net income$50,036 4.6% $61,813  6.1% $(11,777)
          
Earnings per share         
Basic$1.14   $1.42    $(0.28)
Diluted$1.13   $1.40    $(0.27)
          
Weighted average shares outstanding         
Basic 43,809    43,490     319 
Diluted 44,471    44,260     211 


 
SPORTSMAN’S WAREHOUSE HOLDINGS, INC.
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands)
       
       
Assets      
 October 30, 2021 January 30, 2021 
Current assets:      
Cash$2,532 $65,525 
Accounts receivable, net 684  581 
Merchandise inventories 428,497  243,434 
Prepaid expenses and other 15,706  15,113 
Total current assets 447,419  324,653 
Operating lease right of use asset 241,951  235,262 
Property and equipment, net 123,457  99,118 
Deferred income taxes 124  - 
Goodwill 1,496  1,496 
Definite lived intangible assets, net 267  289 
Total assets$814,714 $660,818 
       
Liabilities and Stockholders’ Equity      
Current liabilities:      
Accounts payable$123,510 $77,441 
Accrued expenses 105,289  109,056 
Operating lease liability, current 39,790  36,014 
Income taxes payable 2,500  4,917 
Revolving line of credit 57,551  - 
Total current liabilities 328,640  227,428 
       
Long-term liabilities:      
Deferred income taxes -  434 
Operating lease liability, noncurrent 231,498  228,296 
Total long-term liabilities 231,498  228,730 
Total liabilities 560,138  456,158 
       
Stockholders’ equity:      
Common stock 438  436 
Additional paid-in capital 89,693  89,815 
Accumulated earnings 164,445  114,409 
Total stockholders’ equity 254,576  204,660 
Total liabilities and stockholders' equity$814,714 $660,818 
       


 
 
SPORTSMAN’S WAREHOUSE HOLDINGS, INC.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
        
  October 30, 2021 October 31, 2020 
CASH FLOWS FROM OPERATING ACTIVITIES       
Net income $50,036  $61,813  
Adjustments to reconcile net income to net       
cash provided by operating activities:       
Depreciation and amortization  18,778   15,992  
Amortization of discount on debt and deferred financing fees  188   422  
Amortization of Intangible assets  23   21  
Loss on asset dispositions  -   937  
Gain on bargain purchase  -   (2,218) 
Noncash operating lease expense  21,204   17,760  
Deferred income taxes  (558)  2,801  
Stock based compensation  2,236   2,436  
Change in assets and liabilities, net of amounts acquired:       
Accounts receivable, net  (103)  442  
Operating lease liabilities  (20,915)  (20,781) 
Merchandise inventory  (185,063)  (38,887) 
Prepaid expenses and other  (781)  (2,021) 
Accounts payable  41,723   94,900  
Accrued expenses  (2,694)  31,992  
Income taxes payable and receivable  (2,417)  6,127  
Net cash provided by (used in) operating activities  (78,343)  171,736  
        
CASH FLOWS FROM INVESTING ACTIVITIES:       
Purchase of property and equipment, net of amounts acquired  (38,463)  (15,394) 
Acquisition of Field and Stream stores, net of cash acquired  -   (4,778) 
Net cash used in investing activities  (38,463)  (20,172) 
        
CASH FLOWS FROM FINANCING ACTIVITIES:       
Net (payments) borrowings on line of credit  57,551   (116,078) 
Increase in book overdraft  (1,382)  4,559  
Proceeds from issuance of common stock per employee stock purchase plan -   273  
Payment of withholdings on restricted stock units  (2,356)  (689) 
Principal payments on long-term debt  -   (22,000) 
Net cash provided by (used in) financing activities  53,813   (133,935) 
        
Net change in cash  (62,993)  17,629  
Cash at beginning of year  65,525   1,685  
Cash at end of period $2,532  $19,314  
        


 
 
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 Thirty-Nine Weeks Ended  
                     
  October 30, 2021 October 31, 2020 November 2, 2019 October 30, 2021 October 31, 2020 November 2, 2019  
Numerator:                    
Net income $21,863  $30,482  $10,493  $50,036  $61,813  $10,532   
Acquisition costs (1)  1,113   297   387   6,419   332   387   
Hazard pay (2)  -   2,000   -   -   4,600   -   
Store closing write-off (3)  -   -   -   -   1,039   -   
Gain on bargain purchase (4)  -   (2,218)  -   -   (2,218)  -   
Legal accrual (5)  -   2,125   -   -   2,125   -   
Executive transition costs (6)  -   -   -   -   -   623   
Less tax benefit  (301)  (1,154)  (100)  (1,733)  (2,113)  (262)  
Adjusted net income $22,675  $31,532  $10,780  $54,722  $65,578  $11,280   
                     
Denominator:                    
Diluted weighted average shares outstanding  44,582   44,510   43,559   44,471   44,260   43,316   
                     
Reconciliation of earnings per share:                    
Dilutive earnings per share $0.49  $0.68  $0.24  $1.13  $1.40  $0.24   
Impact of adjustments to numerator and denominator  0.02   0.03   0.01   0.10   0.08   0.02   
Adjusted diluted earnings per share $0.51  $0.71  $0.25  $1.23  $1.48  $0.26   
                     
                     
Reconciliation of net income to adjusted EBITDA:                   
   For the Thirteen Weeks Ended  For the Thirty-Nine Weeks Ended  
  October 30, 2021 October 31, 2020 November 2, 2019 October 30, 2021 October 31, 2020 November 2, 2019  
Net income $21,863  $30,482  $10,493  $50,036  $61,813  $10,532   
Interest expense  413   465   2,094   905   3,016   6,552   
Income tax expense  7,372   9,530   3,287   16,519   20,691   3,195   
Depreciation and amortization  6,665   5,404   4,832   18,801   16,085   14,090   
Acquisition costs (1)  1,113   297   387   6,419   332   387   
Hazard pay (2)  -   2,000   -   -   4,600   -   
Store closing write-off (3)  -   -   -   -   1,039   -   
Gain on bargain purchase (4)  -   (2,218)  -   -   (2,218)  -   
Legal accrual (5)  -   2,125   -   -   2,125   -   
Executive transition costs (6)  -   -   -   -   -   623   
Stock-based compensation expense (7)  194   882   619   2,237   2,436   1,567   
Pre-opening expenses (8)  1,712   958   1,482   3,090   1,778   2,483   
Adjusted EBITDA $39,332  $49,925  $23,194  $98,007  $111,697  $39,429   
                     
(1) Expenses incurred relating to the acquisition of Field & Stream locations in 2020 and 2019 and the proposed merger with the Great Outdoors Group, LLC in 2021. 
(2) Expenses incurred relating to bonuses and increased wages paid to front-line and non-executive back office associates due to the COVID-19 pandemic. 
(3) Costs and impairments recorded relating to the closure of one store during the first quarter of 2020.              
(4) Excess of fair value over the purchase price of tangible assets acquired in connection with the Field & Stream stores acquired during fiscal year 2020.        
(5) Accrual relating to pending labor litigation in the state of California.                 
(6) Expenses incurred relating to the transition of our CFO (incurred only in Q1 2019) and the recruitment and hiring of various key members of our senior management team. These events are not  
expected to be recurring.                    
(7) 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.  
(8) 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 new store location.