September 29, 2023
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, NE
Washington, D.C. 20549
Attention: Tony Watson and Joel Parker
Re: Sportsman’s Warehouse Holdings, Inc.
Form 10-K for the Fiscal Year Ended January 28, 2023
Filed April 13, 2023
File No. 1-36401
Ladies and Gentlemen:
This letter sets forth the responses of Sportsman’s Warehouse Holdings, Inc., a Delaware corporation (the “Company”), to the comments provided by the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) in a letter dated September 20, 2023 (the “Comment Letter”) relating to the Company’s Annual Report on Form 10-K for the fiscal year ended January 28, 2023, filed with the Commission by the Company on April 13, 2023 (the “Annual Report”).
For your convenience, each comment of the Staff from the Comment Letter has been set forth in italics below and the Company’s responses have been provided immediately thereafter. Please note that the headings and numbering set forth below correspond to the headings and numbering reflected in the Comment Letter.
Form 10-K for the Fiscal Year Ended January 28, 2023
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Non-GAAP Financial Measures, page 53
Response: The Company acknowledges the Staff’s comment and will remove the pre-opening expenses from Adjusted EBITDA in future filings.
Consolidated Statement of Income, page 60
Response: The Company advises the Staff that the depreciation and amortization attributable to cost of goods sold was immaterial for each of the previous three fiscal years. The amount of depreciation and amortization allocable to cost of goods sold in each of the previous three fiscal years would have impacted cost of goods sold by less than 0.5%. Because of the immaterial impact that depreciation and amortization would have had on the Company’s cost of goods sold and gross profit, the Company did not believe it was necessary to specify that costs of goods sold was exclusive of depreciation and amortization or to include depreciation and amortization expense in the Company’s gross profit calculation.
The Company advises the Staff that in future filings, if applicable and material, it will change the reporting of gross profit to include amounts relating to depreciation and amortization.
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If you have any questions related to this letter, please contact me at jwhite@sportsmans.com or (801) 566-6681.
Very truly yours,
/s/ Jeff White
Jeff White
Chief Financial Officer and Secretary
cc:
John-Paul Motley, Cooley LLP