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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): March 29, 2022

 SPORTSMAN'S WAREHOUSE HOLDINGS, INC. 
 (Exact Name of Registrant as Specified in Its Charter) 
   
 Delaware 
 (State or Other Jurisdiction of Incorporation) 

 

001-36401 39-1975614
(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) 

 

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common stock, $.01 par valueSPWHThe Nasdaq Stock Market LLC

 

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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company [ X ]

 

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. [ X ]

 

Item 2.02. Results of Operations and Financial Condition.

On March 29, 2022, Sportsman’s Warehouse Holdings, Inc. (the "Company") issued a press release reporting its results of operations for the thirteen and fifty-two weeks ended January 29, 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 March 29, 2022

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.
    
    
  By:/s/ Jeff White
 Date: March 29, 2022 Jeff White
   Secretary and Chief Financial Officer
     

EdgarFiling

EXHIBIT 99.1

Sportsman's Warehouse Holdings, Inc. Announces Fourth Quarter and Record Fiscal Year 2021 Financial Results

WEST JORDAN, Utah, March 29, 2022 (GLOBE NEWSWIRE) -- Sportsman's Warehouse Holdings, Inc. ("Sportsman's Warehouse" or the “Company”) (Nasdaq: SPWH) today announced financial results for the thirteen and fifty-two weeks ended January 29, 2022.

“We are very pleased with our performance for the fourth quarter as we exceeded our guidance given earlier in the year,” said Jon Barker, Sportsman’s Warehouse CEO. “While there was some softening in our shooting sports category in 2021, our business fundamentals remain strong, with growth in all our other categories, led by double-digit growth in footwear and apparel. We also expanded our footprint by opening 10 new stores during the year, refurbished another 19 stores, and grew our e-commerce business to over 15% of net sales, successfully executing on our strategic initiatives.”

Mr. Barker continued, “As we look ahead this year, it’s encouraging that we continue to see strong participation in outdoor activities. We will continue to improve our merchandising and overall customer experience, and believe we are well positioned to capture additional market share and further grow our omni-channel platform.”  

For the thirteen weeks ended January 29, 2022:

For the fifty-two weeks ended January 29, 2022:

Balance sheet highlights as of January 29, 2022:

First Quarter 2022 Outlook:

For the first quarter of fiscal year 2022, net sales are expected to be in the range of $300 million to $310 million, anticipating that same store sales will be down 14% to 11% year-over-year. Adjusted diluted earnings per share for the quarter are expected to be in the range of ($0.01) to $0.01.

Jeff White, Chief Financial Officer of Sportsman’s Warehouse said, “We believe we are in a very solid financial position heading into this year, with sufficient overall inventory levels and a healthy balance sheet. We will take a disciplined approach in how we allocate our capital and will look to utilize the balance sheet as we invest in new store development, bring on new talent and technology, and consider strategic acquisition opportunities. Additionally, we are pleased that our Board has authorized a share repurchase program, as announced last week.”

Conference Call Information:

A conference call to discuss fourth quarter and fiscal year 2021 financial results is scheduled for March 29, 2022, at 4:30PM 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 income from operations, adjusted net income, adjusted diluted earnings per share and Adjusted EBITDA. We define adjusted income from operations and adjusted net income as income from operations and net income, respectively, in each case, plus expenses incurred relating to bonuses and increased wages paid to front-line and non-executive back office associates due to COVID-19, costs incurred for the recruitment and hiring of key members of management, expenses incurred relating to the acquisition of Field and Stream store locations and the terminated merger with the Great Outdoors Group, LLC, a legal settlement accrual, and the costs and impairments recorded relating to the closure of one store during the first quarter of 2020, less the gain on a bargain purchase of tangible assets acquired in connection with the Field & Stream store locations acquired during fiscal year 2020, the termination payment received in connection with the terminated merger agreement with Great Outdoors Group, LLC and recognized tax benefits, as applicable. We 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, bonuses and increased wages paid to front-line and non-executive back office associates due to COVID-19, expenses incurred relating to the acquisition of Field and Stream store locations and the terminated merger with the Great Outdoors Group, LLC, pre-opening expenses, the costs and impairments recorded relating to the closure of one store during the first quarter of 2020, a legal settlement accrual costs incurred for the recruitment and hiring of key members of management, less the gain on a bargain purchase of tangible assets acquired in connection with the Field & Stream store locations acquired during fiscal year 2020 and the termination payment received in connection with the terminated merger agreement with Great Outdoors Group, LLC. 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 execute on our strategic initiatives and capture additional market shares and our ability to return capital to our shareholders. 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 will be 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


           
SPORTSMAN’S WAREHOUSE HOLDINGS, INC.
Condensed Consolidated Statements of Income (Unaudited)
(in thousands, except per share data)
           
 For the Thirteen Weeks Ended   
 January 29, 2022   % of net sales   January 30, 2021   % of net sales YOY Variance 
           
Net sales$416,288  100.0% $438,195 100.0% $(21,907) 
Cost of goods sold 279,714  67.2%  296,190 67.6%  (16,476) 
Gross profit 136,574  32.8%  142,005 32.4%  (5,431) 
           
Operating expenses:          
Selling, general and administrative expenses 113,415  27.2%  102,630 23.4%  10,785  
Income from operations 23,159  5.6%  39,375 9.0%  (16,216) 
Merger termination payment (55,000) (13.2%)  - 0.0%  (55,000) 
Interest expense 475  0.1%  419 0.1%  56  
Income before income tax expense 77,684  5.5%  38,956 8.9%  38,728  
Income tax expense 19,250  4.6%  9,389 2.1%  9,861  
Net income$58,434  0.9% $29,567 6.8% $28,867  
           
Earnings per share          
Basic$1.33    $0.68   $0.65  
Diluted$1.31    $0.66   $0.65  
           
Weighted average shares outstanding          
Basic 43,880     43,622    258  
Diluted 44,582     44,681    (99) 


           
SPORTSMAN’S WAREHOUSE HOLDINGS, INC.
Condensed Consolidated Statements of Income (Unaudited)
(in thousands, except per share data)
           
 For the Fifty-Two Weeks Ended   
 January 29, 2022   % of net sales   January 30, 2021   % of net sales YOY Variance 
           
Net sales$1,506,072  100.0% $1,451,767  100.0% $54,305  
Cost of goods sold 1,015,775  67.4%  975,313  67.2%  40,462  
Gross profit 490,297  32.6%  476,454  32.8%  13,843  
           
Operating expenses:          
Selling, general and administrative expenses 399,678  26.5%  353,706  24.4%  45,972  
Income from operations 90,619  6.1%  122,748  8.4%  (32,129) 
Bargain purchase gain -  0.0%  (2,218) (0.2%)  2,218  
Merger termination payment (55,000) (3.7%)  -  0.0%  (55,000) 
Interest expense 1,380  0.1%  3,506  0.2%  (2,126) 
Income (loss) before income tax expense 144,239  6.0%  121,460  8.2%  22,779  
Income tax expense (benefit) 35,769  2.4%  30,080  2.1%  5,689  
Net Income$108,470  3.6% $91,380  6.1% $17,090  
           
Earnings per share          
Basic$2.47    $2.10    $0.38  
Diluted$2.44    $2.06    $0.38  
           
Weighted average shares outstanding          
Basic 43,827     43,525     302  
Diluted 44,543     44,430     113  


       
SPORTSMAN’S WAREHOUSE HOLDINGS, INC.
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands)
       
Assets      
 January 29, 2022   January 30, 2021 
Current assets:      
Cash$57,018 $65,525 
Accounts receivable, net 1,937  581 
Merchandise inventories 386,560  243,434 
Prepaid expenses and other 21,955  15,113 
Total current assets 467,470  324,653 
   Operating lease right of use asset 243,047  235,262 
   Property and equipment, net 128,304  99,118 
   Goodwill 1,496  1,496 
   Definite lived intangible assets, net 264  289 
Total assets$840,581 $660,818 
       
Liabilities and Stockholders’ Equity      
Current liabilities:      
Accounts payable$58,916 $77,441 
Accrued expenses 109,012  109,056 
Operating lease liability, current 40,924  36,014 
Income taxes payable 9,500  4,917 
Revolving line of credit 66,054  - 
Total current liabilities 284,406  227,428 
       
Long-term liabilities:      
Deferred income taxes 5,779  434 
Operating lease liability, noncurrent 236,227  228,296 
Total long-term liabilities 242,006  228,730 
Total liabilities 526,412  456,158 
       
Stockholders’ equity:      
Common stock 439  436 
Additional paid-in capital 90,851  89,815 
Accumulated earnings 222,879  114,409 
Total stockholders’ equity 314,169  204,660 
Total liabilities and stockholders' equity$840,581 $660,818 


        
SPORTSMAN’S WAREHOUSE HOLDINGS, INC.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
        
  January 29, 2022   January 30, 2021 
CASH FLOWS FROM OPERATING ACTIVITIES       
  Net income $108,470  $91,380  
  Adjustments to reconcile net income to net       
    cash provided by operating activities:       
    Depreciation and amortization  26,200   21,801  
    Amortization of discount on debt and deferred financing fees  251   535  
    Amortization of Intangible assets  26   28  
    Loss (gain) on asset dispositions  -   804  
    Gain on bargain purchase  -   (2,218) 
    Noncash operating lease expense  31,536   25,307  
    Deferred income taxes  5,345   (919) 
    Stock based compensation  3,328   3,302  
    Change in assets and liabilities, net of amounts acquired:       
      Accounts receivable, net  (1,356)  323  
      Operating lease liabilities  (26,479)  (24,390) 
      Merchandise inventory  (143,126)  39,938  
      Prepaid expenses and other  (7,093)  (2,633) 
      Accounts payable  (20,382)  37,812  
      Accrued expenses  (2,929)  42,017  
      Income taxes payable and receivable  4,583   5,729  
            Net cash provided by operating activities  (21,626)  238,816  
        
CASH FLOWS FROM INVESTING ACTIVITIES:       
  Purchase of property and equipment, net of amounts acquired  (53,452)  (19,754) 
  Acquisition of Field and Stream stores, net of cash acquired  -   (6,473) 
            Net cash used in investing activities  (53,452)  (26,227) 
        
CASH FLOWS FROM FINANCING ACTIVITIES:       
  Net (payments) borrowings on line of credit  66,054   (116,078) 
  (Decrease) Increase in book overdraft  2,806   (2,381) 
  Proceeds from issuance of common stock per employee stock purchase plan -   580  
  Payment of withholdings on restricted stock units  (2,289)  (870) 
  Principal payments on long-term debt  -   (30,000) 
            Net cash used in financing activities  66,571   (148,749) 
        
Net change in cash  (8,507)  63,840  
Cash at beginning of year  65,525   1,685  
Cash at end of period $57,018  $65,525  



             
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 Fifty-Two Weeks Ended
             
  January 29, 2022   January 30, 2021   January 29, 2022   January 30, 2021
Numerator:            
Net income $58,434  $29,567  $108,470  $91,380 
Hazard pay (3)  -   1,926   -   6,526 
Acquisition costs (4)  3,314   3,379   9,733   3,710 
Bargain purchase (5)  -   -   -   (2,218)
Legal accrual (6)  -   -   -   2,125 
Store closing write-off (7)  -   -   -   1,039 
Retention pay (8)  2,549   -   2,549   - 
Merger termination payment (9)  (55,000)  -   (55,000)  - 
Less tax benefit  12,677   (1,385)  11,021   (3,497)
Adjusted net income $21,974  $33,487  $76,773  $99,065 
             
Denominator:            
Diluted weighted average shares outstanding  44,582   44,681   44,543   44,430 
             
Reconciliation of earnings per share:            
Dilutive earnings per share $1.31  $0.66  $2.44  $2.06 
Impact of adjustments to numerator and denominator  (0.82)  0.09   (0.72)  0.17 
Adjusted diluted earnings per share $0.49  $0.75  $1.72  $2.23 
             
             
Reconciliation of net income to adjusted EBITDA:            
  For the Thirteen Weeks Ended For the Fifty-Two Weeks Ended
  January 29, 2022   January 30, 2021   January 29, 2022   January 30, 2021
Net income $58,434  $29,567  $108,470  $91,380 
Interest expense  474   419   1,379   3,506 
Income tax expense (benefit)  19,250   9,389   35,769   30,080 
Depreciation and amortization  7,425   5,816   26,226   21,830 
Stock-based compensation expense (1)  1,091   867   3,328   3,302 
Pre-opening expenses (2)  1,008   164   4,098   1,942 
Hazard pay (3)  -   1,926   -   6,526 
Acquisition costs (4)  3,314   3,379   9,733   3,710 
Bargain purchase (5)  -   -   -   (2,218)
Legal accrual (6)  -   -   -   2,125 
Store closing write-off (7)  -   -   -   1,039 
Retention pay (8)  2,549   -   2,549   - 
Merger termination payment (9)  (55,000)  -   (55,000)  - 
Adjusted EBITDA $38,545  $51,527  $136,552  $163,222 
             
(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) Expense relating to bonuses and increased wages paid to front-line and back office associates due to the COVID-19 pandemic.  
(4) Includes $237 of expenses incurred relating to the acquisition of cash, inventory, furniture, fixtures, and equipment, and certain other assets related to Field & Stream stores operated by DICK’S in fiscal year 2020. Also includes $3,473 and $9,733 of expenses incurred relating to the proposed merger with Great Outdoors Group on December 21, 2020, respectively, for fiscal year 2020 and fiscal year 2021.
(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 3 to the 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 closure 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) Expense relating to retention bonuses paid to certain senior employees in response to the terminated merger with Great Outdoors Group.
(9) Represents a one-time $55 million termination payment received in connection with the terminated merger with Great Outdoors Group.


      
SPORTSMAN’S WAREHOUSE HOLDINGS, INC.
GAAP and Non-GAAP Measures (Unaudited)
(in thousands, except per share data)
      
Reconciliation of first quarter 2022 guidance:    
  Estimated Q1 '22 
  Low High 
Numerator:    
 Net income (loss)$(897) $23 
 Acquisition costs (1)$452  $452 
 Adjusted net income (loss)$(445) $475 
Denominator:    
 Diluted weighted average shares outstanding 44,500   44,500 
      
Reconciliation of earnings per share:    
Diluted earnings (loss) per share$(0.01) $0.01 
Impact of adjustments to numerator and denominator -   - 
Adjusted diluted earnings (loss) per share$(0.01) $0.01 
      
(1) Includes $452 of expenses incurred relating to the terminated merger with Great Outdoors Group on December 21, 2020.