0000950170-24-135215 | 10-Q | XBRL Viewer | Sportsmans Warehouse Holdings INC

Stock-Based Compensation (Tables)

9 Months Ended

Nov. 02, 2024

Share-Based Payment Arrangement [Abstract]

Rollforward of Outstanding Nonvested Performance-based Stock Awards

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 February 3, 2024		30		$	9.03
Grants		874			3.09
Forfeitures		(121	)		3.09
Vested		—			—
Balance at November 2, 2024		783		$	3.32


				Weighted
				average
				grant-date
	Shares			fair value
Balance at January 28, 2023		313		$	7.72
Grants		36			8.40
Forfeitures		(64	)		11.28
Vested		(221	)		6.20
Balance at October 28, 2023		64		$	9.67

Rollforward of Outstanding Nonvested Stock Units

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 February 3, 2024		1,058		$	7.13
Grants		1,354			3.12
Forfeitures		(147	)		6.12
Vested		(434	)		7.31
Balance at November 2, 2024		1,831		$	4.18


				Weighted
				average
				grant-date
	Shares			fair value
Balance at January 28, 2023		721		$	12.16
Grants		754			7.25
Forfeitures		(314	)		10.45
Vested		(324	)		10.31
Balance at October 28, 2023		837		$	9.10

Description of Business and Basis of Presentation (Details)	9 Months Ended
	Nov. 02, 2024 Segment Store State
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Number of stores \| Store	146
Number of states \| State	32
Number of reportable segments	1
Number of Operating Segments	1

Property and Equipment (Details) - USD ($) $ in Thousands	Nov. 02, 2024	Feb. 03, 2024
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 406,140	$ 398,867
Less accumulated depreciation and amortization	(230,959)	(204,415)
Total property and equipment, net	175,181	194,452
Furniture, fixtures, and equipment
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	173,406	170,713
Leasehold improvements
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	231,040	226,787
Construction in progress
Property, Plant and Equipment [Line Items]
Total property and equipment, gross	$ 1,694	$ 1,367

Commitments and Contingencies	9 Months Ended
Nov. 02, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	(12) Commitments and Contingencies Legal Matters The Company is involved in various legal matters generally incidental to its business. After discussion with legal counsel, management is not aware of any matters for which the likelihood of a loss is probable and reasonably estimable and which could have a material impact on its consolidated financial condition, liquidity, or results of operations. On January 22, 2024, Jon Kogut filed a putative class action lawsuit against the Company and the members of its Board of Directors in the Delaware Court of Chancery (the “2024 Delaware Litigation”). The lawsuit asserts claims on behalf of a putative class comprised of all stockholders other than defendants and any current directors or officers of the Company and is captioned Kogut v. Bejar, et al., C.A. No. 2024-0055-MTZ (Del. Ch.). In his complaint, Mr. Kogut contends that certain provisions in the Company’s advance notice bylaws (the “Challenged Provisions”) are invalid and void and that the members of the Board have breached their fiduciary duty of loyalty by adopting and maintaining the Challenged Provisions. In addition to seeking declaratory, equitable, and injunctive relief, Mr. Kogut seeks an award of attorneys’ fees and other costs and expenses on behalf of the putative class.

Commitments and Contingencies

9 Months Ended

Nov. 02, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

(12) Commitments and Contingencies

Legal Matters

The Company is involved in various legal matters generally incidental to its business. After discussion with legal counsel, management is not aware of any matters for which the likelihood of a loss is probable and reasonably estimable and which could have a material impact on its consolidated financial condition, liquidity, or results of operations.

On January 22, 2024, Jon Kogut filed a putative class action lawsuit against the Company and the members of its Board of Directors in the Delaware Court of Chancery (the “2024 Delaware Litigation”). The lawsuit asserts claims on behalf of a putative class comprised of all stockholders other than defendants and any current directors or officers of the Company and is captioned Kogut v. Bejar, et al., C.A. No. 2024-0055-MTZ (Del. Ch.). In his complaint, Mr. Kogut contends that certain provisions in the Company’s advance notice bylaws (the “Challenged Provisions”) are invalid and void and that the members of the Board have breached their fiduciary duty of loyalty by adopting and maintaining the Challenged Provisions. In addition to seeking declaratory, equitable, and injunctive relief, Mr. Kogut seeks an award of attorneys’ fees and other costs and expenses on behalf of the putative class.

Stockholders' Equity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Nov. 02, 2024	Oct. 28, 2023	Nov. 02, 2024	Oct. 28, 2023
Earnings Per Share [Abstract]
Net income (loss)	$ 364	$ (1,331)	$ (24,336)	$ (20,258)
Weighted-average shares of common stock outstanding:
Basic	37,869	37,393	37,729	37,500
Dilutive effect of common stock equivalents	0	0	0	0
Diluted	37,869	37,393	37,729	37,500
Basic earnings (loss) per share	$ 0.01	$ (0.04)	$ (0.65)	$ (0.54)
Diluted earnings (loss) per share	$ 0.01	$ (0.04)	$ (0.65)	$ (0.54)
Restricted stock units considered anti-dilutive and excluded in the calculation	685	483	665	354

- Definition

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

+ References

+ Details

- Definition

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

+ References

+ Details

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

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+ Details

Long-Term Debt - Schedule of Long-term debt (Details) - USD ($) $ in Thousands	Nov. 02, 2024	Feb. 03, 2024
Debt Disclosure [Abstract]
Term loan	$ 25,000
Less discount	(1,031)
Total	23,969
Less current portion, net of discount	0
Long-term portion	$ 23,969	$ 0

- Definition

Amount, after deduction of unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.

+ References + Details

Summary of Significant Accounting Policies

9 Months Ended

Nov. 02, 2024

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

(2) Summary of Significant Accounting Policies

The Company’s significant accounting policies are described in Note 2 to the Fiscal 2023 Form 10-K. The Company has consistently applied the accounting policies to all periods presented in the condensed consolidated financial statements presented herein.

Recently Issued Accounting Pronouncements

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280)—Improvements to Reportable Segment Disclosures, which aims to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments in the ASU enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. The ASU applies to all public entities that are required to report segment information in accordance with ASC 280, and is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company has not elected early adoption and will implement this ASU beginning with its the fiscal period ending February 1, 2025.

In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740)—Improvements to Income Tax Disclosures, which include improvements to income tax disclosures by requiring (1) consistent categories and greater disaggregation of information in the rate reconciliation and (2) income taxes paid disaggregated by jurisdiction. This ASU also includes certain other amendments to better align disclosures with Regulation S-X and to remove disclosures no longer considered cost beneficial or relevant. This ASU is effective for public entities for annual periods beginning after December 15, 2024, with earlier or retrospective application permitted. The amendments in this ASU should be

applied prospectively for annual financial statements not yet issued or made available for issuance. The Company is evaluating the future impact of the issuance of this ASU on its consolidated financial statements.

Leases (Details) - USD ($) $ in Thousands	3 Months Ended	9 Months Ended
Leases (Details) - USD ($) $ in Thousands	Nov. 02, 2024	Nov. 02, 2024	Dec. 06, 2024	Feb. 03, 2024
Lessee, Lease, Description [Line Items]
Options to extend		true
Increase in ROU assets and operating lease liabilities	$ 1,939	$ 14,620
Lease liabilities - noncurrent	$ 313,454	$ 313,454		$ 307,000
Lease term	12 years	12 years
Subsequent Event
Lessee, Lease, Description [Line Items]
Lease liabilities - noncurrent			$ 7,900
Maximum
Lessee, Lease, Description [Line Items]
Remaining lease terms	15 years	15 years

Property and Equipment

9 Months Ended

Nov. 02, 2024

Property, Plant and Equipment [Abstract]

Property and Equipment

(4) Property and Equipment

Property and equipment consisted of the following as of November 2, 2024 and February 3, 2024:


	November 2,			February 3,
	2024			2024
Furniture, fixtures, and equipment	$	173,406		$	170,713
Leasehold improvements		231,040			226,787
Construction in progress		1,694			1,367
Total property and equipment, gross		406,140			398,867
Less accumulated depreciation and amortization		(230,959	)		(204,415	)
Total property and equipment, net	$	175,181		$	194,452

Leases - Lease Expense (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Leases - Lease Expense (Details) - USD ($) $ in Thousands	Nov. 02, 2024	Oct. 28, 2023	Nov. 02, 2024	Oct. 28, 2023
Leases [Abstract]
Operating lease expense	$ 17,226	$ 16,448	$ 51,385	$ 48,165
Variable lease expense	5,926	5,474	18,283	16,702
Short-term lease expense	93	385	327	994
Total lease expense	$ 23,245	$ 22,307	$ 69,995	$ 65,861

Leases - ASC 842 Maturities (Details) - USD ($) $ in Thousands	Nov. 02, 2024	Feb. 03, 2024
Lessee, Operating Lease, Liability, to be Paid, Fiscal Year Maturity [Abstract]
2024 (remainder)	$ 18,699
2025	72,751
2026	70,380
2027	63,761
2028	57,501
Thereafter	188,195
Undiscounted cash flows	471,287
Reconciliation of lease liabilities:
Lease liabilities - current	48,866	$ 48,693
Lease liabilities - noncurrent	313,454	$ 307,000
Lease liabilities - total	362,320
Difference between undiscounted and discounted cash flows	$ 108,967

Revenue Recognition

9 Months Ended

Nov. 02, 2024

Revenue from Contract with Customer [Abstract]

Revenue Recognition

(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 immaterial credit for 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 rewards 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 which 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 the Company’s 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 4.0% 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 standalone selling price. The Company recognizes revenue for the breakage of loyalty reward points as revenue in proportion to the pattern of customer redemption of the points by applying an estimated breakage rate of 35.0% using historical rates and future expectations.

As it relates to e-commerce sales, the Company accounts for shipping and handling as fulfillment activities, and not as a separate performance obligation. Accordingly, the Company recognizes revenue for only one performance obligation, the sale of the product, at the shipping point (when the customer gains control). Revenue associated with shipping and handling is not material. The costs associated with fulfillment are recorded in costs of goods sold.

The Company offers promotional financing and credit cards issued by a third-party bank that manages and directly extends credit to the Company’s customers. The Company provides a license to its brand and marketing services, and the Company facilitates credit applications in its stores and online. The banks are the sole owners of the accounts receivable generated under the program and, accordingly, the Company does not hold any customer receivables related to these programs and acts as an agent in the financing transactions with customers. The Company is eligible to receive a profit share from certain of its banking partners based on the annual performance of their corresponding portfolio, and the Company receives monthly payments based on forecasts of full-year performance. This is a form of variable consideration. The Company records 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 November 2, 2024 and February 3, 2024:


	November 2, 2024			February 3, 2024
Right of return assets, which are included in prepaid expenses and other	$	2,321		$	1,659
Estimated gift card contract liability, net of breakage		(26,885	)		(30,541	)
Estimated loyalty contract liability, net of breakage		(3,287	)		(4,340	)
Sales return liabilities, which are included in accrued expenses		(3,464	)		(2,476	)

During the 13 and 39 weeks ended November 2, 2024, the Company recognized approximately $329 and $1,099 in gift card breakage and approximately $1,263 and $3,086 in loyalty breakage, respectively. During the 13 and 39 weeks ended October 28, 2023, the Company recognized approximately $338 and $1,137 in gift card breakage and approximately $583 and $2,513 in loyalty breakage, respectively. During the 13 and 39 weeks ended November 2, 2024, the Company recognized revenue of $2,820 and $15,656, respectively, relating to contract liabilities that existed at February 3, 2024.

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.

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 during the 13 and 39 weeks ended November 2, 2024 and October 28, 2023, was approximately:


		Thirteen Weeks Ended						Thirty-Nine Weeks Ended
		November 2,			October 28,			November 2,			October 28,
Department	Product Offerings	2024			2023			2024			2023
Camping	Backpacks, camp essentials, canoes and kayaks, coolers, outdoor cooking equipment, sleeping bags, tents and tools		11.7	%		11.1	%		12.5	%		12.1	%
Apparel	Camouflage, jackets, hats, outerwear, sportswear, technical gear and work wear		8.3	%		10.9	%		6.9	%		8.4	%
Fishing	Bait, electronics, fishing rods, flotation items, fly fishing, lines, lures, reels, tackle and small boats		8.1	%		7.4	%		11.9	%		10.3	%
Footwear	Hiking boots, socks, sport sandals, technical footwear, trail shoes, casual shoes, waders and work boots		6.1	%		7.7	%		5.9	%		7.1	%
Hunting and Shooting	Ammunition, archery items, ATV accessories, blinds and tree stands, decoys, firearms, reloading equipment and shooting gear		57.9	%		55.8	%		56.2	%		56.0	%
Optics, Electronics, Accessories, and Other	Gift items, GPS devices, knives, lighting, optics, two-way radios, and other license revenue, net of revenue discounts		7.9	%		7.1	%		6.6	%		6.1	%
Total			100.0	%		100.0	%		100.0	%		100.0	%

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-9

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-10

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Subparagraph (a)
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479806/606-10-50-12

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-Section 50
-Paragraph 12
-Subparagraph (c)
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Section 50
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
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-URI https://asc.fasb.org/1943274/2147479806/606-10-50-13

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org/606/tableOfContent

+ Details

Property and Equipment (Tables)

9 Months Ended

Nov. 02, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment consisted of the following as of November 2, 2024 and February 3, 2024:


	November 2,			February 3,
	2024			2024
Furniture, fixtures, and equipment	$	173,406		$	170,713
Leasehold improvements		231,040			226,787
Construction in progress		1,694			1,367
Total property and equipment, gross		406,140			398,867
Less accumulated depreciation and amortization		(230,959	)		(204,415	)
Total property and equipment, net	$	175,181		$	194,452

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Nov. 02, 2024	Oct. 28, 2023	Nov. 02, 2024	Oct. 28, 2023
Income Statement [Abstract]
Net sales	$ 324,261	$ 340,569	$ 857,235	$ 917,593
Cost of goods sold	221,173	237,384	590,343	633,547
Gross profit	103,088	103,185	266,892	284,046
Selling, general, and administrative expenses	99,973	100,113	288,727	301,450
Income (loss) from operations	3,115	3,072	(21,835)	(17,404)
Interest expense	3,317	3,944	9,408	9,518
Other losses	0	0	457	0
Income tax expense (benefit)	162	459	(7,364)	(6,664)
Net income (loss)	$ 364	$ (1,331)	$ (24,336)	$ (20,258)
Earnings (loss) per share:
Basic	$ 0.01	$ (0.04)	$ (0.65)	$ (0.54)
Diluted	$ 0.01	$ (0.04)	$ (0.65)	$ (0.54)
Weighted average shares outstanding:
Basic	37,869	37,393	37,729	37,500
Diluted	37,869	37,393	37,729	37,500

Description of Business and Basis of Presentation

9 Months Ended

Nov. 02, 2024

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Business and Basis of Presentation

(1) Description of Business and Basis of Presentation

Description of Business

Sportsman’s Warehouse Holdings, Inc., a Delaware corporation (“Holdings”), and its subsidiaries (collectively, the “Company”) operate retail sporting goods stores. As of November 2, 2024, the Company operated 146 stores in 32 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 February 3, 2024 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 the Company's 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 November 2, 2024 are not necessarily indicative of the results to be obtained for the fiscal year ending February 1, 2025. 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 February 3, 2024 filed with the SEC on April 4, 2024 (the “Fiscal 2023 Form 10-K”).

Document and Entity Information - shares	9 Months Ended
Document and Entity Information - shares	Nov. 02, 2024	Dec. 06, 2024
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Nov. 02, 2024
Entity File Number	001-36401
Entity Registrant Name	SPORTSMAN’S WAREHOUSE HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	39-1975614
Entity Address, Address Line One	1475 West 9000 South, Suite A
Entity Address, City or Town	West Jordan
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84088
City Area Code	801
Local Phone Number	566-6681
Title of 12(b) Security	Common stock, par value $0.01 per share
Trading Symbol	SPWH
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		37,957,282
Current Fiscal Year End Date	--02-01
Document Fiscal Year Focus	2024
Document Fiscal Period Focus	Q3
Entity Central Index Key	0001132105
Amendment Flag	false

Income Taxes

9 Months Ended

Nov. 02, 2024

Income Tax Disclosure [Abstract]

Income Taxes

(9) Income Taxes

During the 13 and 39 weeks ended November 2, 2024, the Company recognized income tax expense of $162 and income tax benefit of $7,364, respectively. During the 13 and 39 weeks ended October 28, 2023, the Company recognized income tax expense of $459 and income tax benefit of $6,664, respectively. The Company's effective tax rate during the 13 and 39 weeks ended November 2, 2024 was -80.2% and 23.2%, respectively. The Company's effective tax rate during the 13 and 39 weeks ended October 28, 2023 was -52.6% and 24.8%, 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.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

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-Paragraph 1
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	9 Months Ended
	Nov. 02, 2024	Oct. 28, 2023
Cash flows from operating activities:
Net loss	$ (24,336)	$ (20,258)
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation of property and equipment	30,491	28,367
Amortization of discount on debt and deferred financing fees	217	114
Amortization of definite lived intangible	45	45
Loss on asset dispositions	501
Noncash lease expense	3,239	24,493
Deferred income taxes	(6,975)	(6,664)
Stock-based compensation	3,438	3,341
Change in operating assets and liabilities, net of amounts acquired:
Accounts receivable, net	673	(1,051)
Operating lease liabilities	(7,964)	(10,539)
Merchandise inventories	(83,426)	(47,196)
Prepaid expenses and other	220	(7,403)
Accounts payable	56,128	26,081
Accrued expenses	9,727	(4,413)
Income taxes payable and receivable	(649)	(1,554)
Net cash used in operating activities	(18,671)	(16,637)
Cash flows from investing activities:
Purchase of property and equipment, net of amounts acquired	(11,305)	(71,170)
Proceeds from sale of property and equipment	55
Net cash used in investing activities	(11,250)	(71,170)
Cash flows from financing activities:
Net borrowings on line of credit	3,999	97,885
Borrowings on term loan	25,000
Increase (Decrease) in book overdraft	1,670	(5,611)
Proceeds from issuance of common stock per employee stock purchase plan	208	456
Payments to acquire treasury stock		(2,748)
Payment of withholdings on restricted stock units	(296)	(1,649)
Payment of deferred financing costs and discount on term loan	(1,135)
Net cash provided by financing activities	29,446	88,333
Net change in cash and cash equivalents	(475)	526
Cash and cash equivalents at beginning of period	3,141	2,389
Cash and cash equivalents at end of period	2,666	2,915
Cash paid during the period for:
Interest, net of amounts capitalized	9,013	8,551
Income taxes, net of refunds	260	1,554
Supplemental schedule of noncash activities:
Noncash change in operating lease right of use asset and operating lease liabilities from remeasurement of existing leases and addition of new leases	14,620	52,314
Purchases of property and equipment included in accounts payable and accrued expenses	$ 774	$ 3,583

Revenue Recognition (Tables)

9 Months Ended

Nov. 02, 2024

Revenue from Contract with Customer [Abstract]

Schedule of right of return assets, contract liabilities, and sales return liabilities with customers

The following table provides information about right of return assets, contract liabilities, and sales return liabilities with customers as of November 2, 2024 and February 3, 2024:


	November 2, 2024			February 3, 2024
Right of return assets, which are included in prepaid expenses and other	$	2,321		$	1,659
Estimated gift card contract liability, net of breakage		(26,885	)		(30,541	)
Estimated loyalty contract liability, net of breakage		(3,287	)		(4,340	)
Sales return liabilities, which are included in accrued expenses		(3,464	)		(2,476	)

Schedule of Revenue by Departments


		Thirteen Weeks Ended						Thirty-Nine Weeks Ended
		November 2,			October 28,			November 2,			October 28,
Department	Product Offerings	2024			2023			2024			2023
Camping	Backpacks, camp essentials, canoes and kayaks, coolers, outdoor cooking equipment, sleeping bags, tents and tools		11.7	%		11.1	%		12.5	%		12.1	%
Apparel	Camouflage, jackets, hats, outerwear, sportswear, technical gear and work wear		8.3	%		10.9	%		6.9	%		8.4	%
Fishing	Bait, electronics, fishing rods, flotation items, fly fishing, lines, lures, reels, tackle and small boats		8.1	%		7.4	%		11.9	%		10.3	%
Footwear	Hiking boots, socks, sport sandals, technical footwear, trail shoes, casual shoes, waders and work boots		6.1	%		7.7	%		5.9	%		7.1	%
Hunting and Shooting	Ammunition, archery items, ATV accessories, blinds and tree stands, decoys, firearms, reloading equipment and shooting gear		57.9	%		55.8	%		56.2	%		56.0	%
Optics, Electronics, Accessories, and Other	Gift items, GPS devices, knives, lighting, optics, two-way radios, and other license revenue, net of revenue discounts		7.9	%		7.1	%		6.6	%		6.1	%
Total			100.0	%		100.0	%		100.0	%		100.0	%

Revenue Recognition (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Revenue Recognition (Details) - USD ($) $ in Thousands	Nov. 02, 2024	Oct. 28, 2023	Nov. 02, 2024	Oct. 28, 2023
Revenue from Contract with Customer [Abstract]
Gift card historical breakage (as a percent)			4.00%
Gift card escheat liability	$ 0		$ 0
Redemption period			2 years
Breakage of loyalty reward (as a percent)			35.00%
Gift breakage income	329	$ 338	$ 1,099	$ 1,137
Recognized customer loyalty program breakage income	1,263	$ 583	3,086	$ 2,513
Recognized revenues relating to contract liabilities	$ 2,820		$ 15,656
Revenue from contract with customer liability recognition period			2 years

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Nov. 02, 2024	Oct. 28, 2023	Nov. 02, 2024	Oct. 28, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 364	$ (1,331)	$ (24,336)	$ (20,258)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

+ Details

Summary of Significant Accounting Policies (Policies)

9 Months Ended

Nov. 02, 2024

Accounting Policies [Abstract]

Recently Issued Accounting Pronouncements

Long-Term Debt

9 Months Ended

Nov. 02, 2024

Debt Disclosure [Abstract]

Long-Term Debt

(7) Long-Term Debt

Long-term debt consisted of the following as of November 2, 2024 and February 3, 2024:


	November 2,			February 3,
	2024			2024
Term loan	$	25,000		$	—
Less discount		(1,031	)		—
		23,969			—
Less current portion, net of discount		—			—
Long-term portion	$	23,969		$	—

Term Loan

On July 30, 2024, Sportsman’s Warehouse, Inc. (“SWI”) a wholly owned subsidiary of Holdings, as lead borrower, Holdings, as guarantor, and other subsidiaries of Holdings, each as borrowers, and PLC Agent LLC (the “Pathlight Agent”), as administrative and collateral agent for various lenders affiliated with Pathlight Capital (the “ABL Lenders”), entered into an ABL Term Loan Credit Agreement (the “Term Loan”). The Term Loan provides for a senior secured term loan credit facility in an aggregate principal amount of $45,000, consisting of $25,000 in initial

ABL term loans that were made by the ABL Lenders on July 30, 2024 and $20,000 in delayed draw ABL term loans. The $25,000 in proceeds from the initial ABL term loans were used to repay obligations under the Revolving Line of Credit described in Note 8.

The Company incurred deferred financing costs and discounts related to the Term Loan of approximately $1,136. These costs offset the recorded carrying amount of the Term Loan on the condensed consolidated balance sheet and are amortized to interest expense over the life of the Term Loan. As of November 2, 2024 and February 3, 2024, the Company had $25,000 and $0, respectively, in outstanding loans under the Term Loan. As of November 2, 2024, the Company had $18,000 available for borrowing under the Term Loan, calculated based upon certain borrowing base restrictions.

The availability of loans under the Term Loan is subject to a borrowing base calculation based on eligible credit card receivables, eligible inventory, the revolving borrowing base determined under the Revolving Line of Credit, and reserves. The Term Loan has a stated maturity date of the earlier of July 30, 2029 or the maturity date of the Revolving Line of Credit (described below). Borrowings under the Term Loan bear interest at a rate equal to the greater of a floor rate of 3.0% or (i) a specified term secured overnight financing rate (SOFR), plus (ii) 0.10% as a SOFR adjustment, plus (iii) the applicable margin as specified in the Term Loan. The applicable margin means either 3.50% or 6.50% depending on the type of term loan. Under the Term Loan, loans may be required to be converted to base rate loans and in such case, the applicable margin rate will increase by 1.0%. The interest rate on the amounts outstanding under the Term Loan as of November 2, 2024 was 10.74%.

Subject to specified exceptions, SWI and the other borrowers may be required to make mandatory prepayments under the Term Loan in the event of certain dispositions of certain property or assets, in the event of receipt of certain tax refunds, insurance or condemnation proceeds, upon the issuance of certain debt or equity securities, upon the incurrence of certain indebtedness for borrowed money or upon the receipt of certain payments not received in the ordinary course of business.

In addition, the Term Loan contains customary affirmative and negative covenants, including covenants that limit the ability of the Company 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 Term Loan also requires the Company to maintain a minimum availability at all times of not less than the greater of $30,000 and 10% of the gross borrowing base and contains customary events of default, including defaults triggered by defaults under the Revolving Line of Credit.

Each of the subsidiaries of Holdings is a borrower under the Term Loan, and all obligations under the Term Loan are guaranteed by Holdings. All of the obligations under the Term Loan are secured by a lien on substantially all of Holdings’ assets and the assets of all of Holdings’ subsidiaries, including a pledge of all capital stock of each of Holdings’ subsidiaries. The lien securing the obligations under the Term Loan is a first priority lien as to equipment, fixtures, intellectual property and equity interests.

As of November 2, 2024 and February 3, 2024, the Company had $1,031 and $0, respectively, in outstanding deferred financing fees and discounts related to the Term Loan. During the 13 and 39 weeks ended November 2, 2024, the Company recognized $72 and $76, respectively, of non-cash interest expense with regard to the amortization of deferred financing fees and discounts. During the 13 and 39 weeks ended October 28, 2023, the Company did not recognize any non-cash interest expense related to a Term Loan.

The scheduled minimum payments on outstanding long-term debt were as follows as of November 2, 2024:


Fiscal Year Ending:	Minimum Payments
2024 (remainder)	$	—
2025		—
2026		—
2027		25,000
2028		—
Thereafter		—
Total	$	25,000

Revenue Recognition - Contract balances (Details) - USD ($) $ in Thousands	Nov. 02, 2024	Feb. 03, 2024
Disaggregation of Revenue [Line Items]
Right of return assets, which are included in prepaid expenses and other	$ 2,321	$ 1,659
Sales return liabilities, which are included in accrued expenses	(3,464)	(2,476)
Gift Card
Disaggregation of Revenue [Line Items]
Estimated contract liability, net of breakage	(26,885)	(30,541)
Loyalty Reward Program
Disaggregation of Revenue [Line Items]
Estimated contract liability, net of breakage	$ (3,287)	$ (4,340)

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares shares in Thousands	Nov. 02, 2024	Feb. 03, 2024
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	20,000	20,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	100,000	100,000
Common stock, shares issued	37,957	37,529
Common stock, shares outstanding	37,957	37,529

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Nov. 02, 2024	Feb. 03, 2024
Current assets:
Cash and cash equivalents	$ 2,666	$ 3,141
Accounts receivable, net	1,447	2,119
Income tax receivable	523	0
Merchandise inventories	438,136	354,710
Prepaid expenses and other	19,745	20,078
Total current assets	462,517	380,048
Operating lease right of use asset	320,729	309,377
Property and equipment, net	175,181	194,452
Goodwill	1,496	1,496
Deferred tax asset	7,480	505
Definite lived intangibles, net	282	327
Total assets	967,685	886,205
Current liabilities:
Accounts payable	112,690	56,122
Accrued expenses	95,094	83,665
Income taxes payable	0	126
Operating lease liability, current	48,866	48,693
Revolving line of credit	130,042	126,043
Total current liabilities	386,692	314,649
Long-term liabilities:
Term loan, net	23,969	0
Operating lease liability, noncurrent	313,454	307,000
Total long-term liabilities	337,423	307,000
Total liabilities	724,115	621,649
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; 37,957 and 37,529 shares issued and outstanding, respectively	379	375
Additional paid-in capital	85,144	81,798
Accumulated earnings	158,047	182,383
Total stockholders' equity	243,570	264,556
Total liabilities and stockholders' equity	$ 967,685	$ 886,205

Stockholders' Equity

9 Months Ended

Nov. 02, 2024

Earnings Per Share [Abstract]

Stockholders' Equity

(10) Stockholders’ Equity

Earnings per Share

Basic earnings per share is calculated by dividing net income by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share represents basic earnings per share adjusted to include the potentially dilutive effect of nonvested share awards and nonvested share unit awards.

The following table sets forth the computation of basic and diluted earnings per share for the periods presented:


	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
	November 2,			October 28,			November 2,			October 28,
	2024			2023			2024			2023
Net loss	$	(364	)	$	(1,331	)	$	(24,336	)	$	(20,258	)
Weighted average shares of common stock outstanding:
Basic		37,869			37,393			37,729			37,500
Dilutive effect of common stock equivalents		—			—			—			—
Diluted		37,869			37,393			37,729			37,500
Basic loss per share	$	(0.01	)	$	(0.04	)	$	(0.65	)	$	(0.54	)
Diluted loss per share	$	(0.01	)	$	(0.04	)	$	(0.65	)	$	(0.54	)
Restricted stock units considered anti-dilutive and excluded in the calculation		685			483			665			354

Stockholders' Equity (Tables)

9 Months Ended

Nov. 02, 2024

Earnings Per Share [Abstract]

Computation of Basic and Diluted Earnings Per Common Share

The following table sets forth the computation of basic and diluted earnings per share for the periods presented:


	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
	November 2,			October 28,			November 2,			October 28,
	2024			2023			2024			2023
Net loss	$	(364	)	$	(1,331	)	$	(24,336	)	$	(20,258	)
Weighted average shares of common stock outstanding:
Basic		37,869			37,393			37,729			37,500
Dilutive effect of common stock equivalents		—			—			—			—
Diluted		37,869			37,393			37,729			37,500
Basic loss per share	$	(0.01	)	$	(0.04	)	$	(0.65	)	$	(0.54	)
Diluted loss per share	$	(0.01	)	$	(0.04	)	$	(0.65	)	$	(0.54	)
Restricted stock units considered anti-dilutive and excluded in the calculation		685			483			665			354

Long-Term Debt - Scheduled Minimum Payments on Outstanding Long-term Debt (Details) $ in Thousands	Nov. 02, 2024 USD ($)
Debt Instrument [Line Items]
2027	$ 25,000
Total	$ 25,000

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 835
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-Name Accounting Standards Codification
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (SX 210.12-04(a))
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 25: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2009/role/commonPracticeRef
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Reference 27: http://www.xbrl.org/2009/role/commonPracticeRef
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-URI https://asc.fasb.org/1943274/2147482900/835-30-50-1

+ Details

Leases (Tables)

9 Months Ended

Nov. 02, 2024

Leases [Abstract]

Summary of lease expense

In accordance with ASC 842, total lease expense was comprised of the following for the periods presented:


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	November 2,		October 28,		November 2,		October 28,
	2024		2023		2024		2023
Operating lease expense	$	17,226	$	16,448	$	51,385	$	48,165
Variable lease expense		5,926		5,474		18,283		16,702
Short-term lease expense		93		385		327		994
Total lease expense	$	23,245	$	22,307	$	69,995	$	65,861

Schedule of other information

In accordance with ASC 842, other information related to leases was as follows for the periods presented:


	Thirty-Nine Weeks Ended
	November 2,		October 28,
	2024		2023
Operating cash flows from operating leases	$	55,885	$	51,849


	As of November 2,			As of October 28,
	2024			2023
Right-of-use assets obtained in exchange for new or remeasured operating lease liabilities	$	14,620		$	52,314
Terminated right-of-use assets and liabilities		—			—
Weighted-average remaining lease term - operating leases		5.92			5.83
Weighted-average discount rate - operating leases		7.61	%		7.76	%

Schedule of maturities of operating lease liabilities

In accordance with ASC 842, maturities of operating lease liabilities as of November 2, 2024 were as follows:


	Operating
Fiscal Year Ending:	Leases
2024 (remainder)	$	18,699
2025		72,751
2026		70,380
2027		63,761
2028		57,501
Thereafter		188,195
Undiscounted cash flows	$	471,287
Reconciliation of lease liabilities:
Present values	$	362,320
Lease liabilities - current		48,866
Lease liabilities - noncurrent		313,454
Lease liabilities - total	$	362,320
Difference between undiscounted and discounted cash flows	$	108,967

Stock-Based Compensation

9 Months Ended

Nov. 02, 2024

Share-Based Payment Arrangement [Abstract]

Stock-Based Compensation

(11) Stock-Based Compensation

Stock-Based Compensation

During the 13 and 39 weeks ended November 2, 2024, the Company recognized total stock-based compensation expense of $1,047 and $3,438, respectively. During the 13 and 39 weeks ended October 28, 2023, the Company recognized total stock-based compensation expense of $965 and $3,341, 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 November 2, 2024, the number of shares available for awards under the Amended and Restated 2019 Performance Incentive Plan (as amended and restated, the “Amended 2019 Plan”) was 1,740. As of November 2, 2024, there were 2,614 unvested stock awards outstanding under the 2019 Plan.

Upon effectiveness of the Amended 2019 Plan on May 30, 2024, the date of the Company's 2024 Annual Meeting, the Company's authority to grant new awards under the Inducement Plan terminated, and a total of 545,293 shares of Common Stock that had been available for new award grants under the Inducement Plan immediately prior to the 2024 Annual Meeting became available for award grants under the Amended 2019 Plan. As provided in the Amended 2019 Plan, any shares of the Company's common stock subject to awards (other than stock options and stock appreciation rights) granted under the Inducement Plan that were outstanding and unvested immediately prior to the 2024 Annual Meeting that are forfeited, terminated, cancelled or otherwise reacquired by the Company without having become vested plus any shares that are withheld or reacquired by the Company to satisfy the tax withholding obligations related to any awards (other than stock options and stock appreciation rights) granted under the Inducement Plan that were outstanding immediately prior to the 2024 Annual Meeting will be available for award grant purposes under the Amended 2019 Plan. As of the date of the 2024 Annual Meeting, a total of 454,707 shares were subject to awards then outstanding under the Inducement Plan.

Employee Stock Purchase Plan

The Company also maintains an Amended and Rested Employee Stock Purchase Plan (the “ESPP”) that was approved by the Company’s stockholders in fiscal year 2015, under which 1,600 shares of common stock were authorized. During the 13 weeks ended November 2, 2024, no shares were issued under the ESPP and, as of November 2, 2024, the number of shares available for issuance was 827.

Nonvested Performance-Based Stock Awards

During the 13 weeks ended November 2, 2024, the Company did not issue any nonvested performance-based stock awards to employees. During the 39 weeks ended November 2, 2024, the Company issued 874 nonvested performance-based stock awards to employees at a weighted average grant date fair value of $3.09 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 issued is contingent on management achieving a fiscal year 2024 performance target for earnings before interest, taxes, depreciation and amortization expenses. If a minimum threshold performance target is not achieved, no shares will vest. The maximum number of shares subject to the award is 874. Following the end of the performance period for fiscal year 2024, the number of shares eligible to vest, based on actual performance, will be fixed and vesting will then be subject to each employee’s continued employment over the remaining service period.

During the 13 weeks ended October 28, 2023, the Company did not issue any nonvested performance-based stock awards to employees. During the 39 weeks ended October 28, 2023, the Company issued 36 nonvested performance-based stock awards to employees at a weighted average grant date fair value of $8.40 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 issued is contingent on management achieving fiscal year 2023, 2024, and 2025 performance targets for total return on invested capital and total operating income percentage. If minimum threshold performance targets are not achieved, no shares will vest. The maximum number of shares subject to the award is 72, and the “target” number of shares subject to the award is 36 as reported below. Following the end of the performance period (fiscal years 2023, 2024, and 2025), the number of shares eligible to vest, based on actual performance, will be fixed and vesting will then be subject to each employee’s continued employment over the remaining service period.

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 February 3, 2024		30		$	9.03
Grants		874			3.09
Forfeitures		(121	)		3.09
Vested		—			—
Balance at November 2, 2024		783		$	3.32


				Weighted
				average
				grant-date
	Shares			fair value
Balance at January 28, 2023		313		$	7.72
Grants		36			8.40
Forfeitures		(64	)		11.28
Vested		(221	)		6.20
Balance at October 28, 2023		64		$	9.67

Nonvested Stock Unit Awards

During the 13 weeks ended November 2, 2024, the Company did not issue any nonvested stock units to employees or directors. During the 39 weeks ended November 2, 2024, the Company issued 1,354 nonvested stock units to employees and directors at a weighted average grant date fair value of $3.12 per share.

During the 13 and 39 weeks ended October 28, 2023, the Company issued 79 and 754 nonvested stock units to employees and directors at a weighted average grant date fair value of $3.96 and $7.25 per share, respectively. The shares issued to employees of the Company vest over a three-year period with one third of the shares vesting on each anniversary of the grant date. The shares issued to directors of the Company vest over a 12-month period with one-twelfth of the shares vesting each month.

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 February 3, 2024		1,058		$	7.13
Grants		1,354			3.12
Forfeitures		(147	)		6.12
Vested		(434	)		7.31
Balance at November 2, 2024		1,831		$	4.18


				Weighted
				average
				grant-date
	Shares			fair value
Balance at January 28, 2023		721		$	12.16
Grants		754			7.25
Forfeitures		(314	)		10.45
Vested		(324	)		10.31
Balance at October 28, 2023		837		$	9.10

Stock-Based Compensation (Details) - $ / shares shares in Thousands	9 Months Ended
	Nov. 02, 2024	Oct. 28, 2023
Nonvested Performance-Based Stock Awards
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Beginning balance, Shares	30	313
Grants, Shares	874	36
Forfeitures, Shares	(121)	(64)
Vested, Shares		(221)
Ending balance, Shares	783	64
Beginning balance, Weighted average grant-date fair value	$ 9.03	$ 7.72
Grants, Weighted average grant-date fair value	3.09	8.4
Forfeitures, Weighted average grant-date fair value	3.09	11.28
Vested, Weighted average grant-date fair value		6.2
Ending balance, Weighted average grant-date fair value	$ 3.32	$ 9.67
Restricted Stock Units (RSUs)
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Beginning balance, Shares	1,058	721
Grants, Shares	1,354	754
Forfeitures, Shares	(147)	(314)
Vested, Shares	(434)	(324)
Ending balance, Shares	1,831	837
Beginning balance, Weighted average grant-date fair value	$ 7.13	$ 12.16
Grants, Weighted average grant-date fair value	3.12	7.25
Forfeitures, Weighted average grant-date fair value	6.12	10.45
Vested, Weighted average grant-date fair value	7.31	10.31
Ending balance, Weighted average grant-date fair value	$ 4.18	$ 9.1

Long-Term Debt (Tables)

9 Months Ended

Nov. 02, 2024

Debt Disclosure [Abstract]

Schedule of Long-term debt

Long-term debt consisted of the following as of November 2, 2024 and February 3, 2024:


	November 2,			February 3,
	2024			2024
Term loan	$	25,000		$	—
Less discount		(1,031	)		—
		23,969			—
Less current portion, net of discount		—			—
Long-term portion	$	23,969		$	—

Scheduled Minimum Payments on Outstanding Long-term Debt

The scheduled minimum payments on outstanding long-term debt were as follows as of November 2, 2024:


Fiscal Year Ending:	Minimum Payments
2024 (remainder)	$	—
2025		—
2026		—
2027		25,000
2028		—
Thereafter		—
Total	$	25,000

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02(22))
-SubTopic 10
-Topic 210
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480566/210-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B

Reference 3: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E

Reference 4: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3

Reference 5: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-3

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477734/942-470-50-3

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-8

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-6

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 7
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-7

+ Details

Revenue Recognition - Disaggregation of revenue from contracts with customers (Details)	3 Months Ended		9 Months Ended
	Nov. 02, 2024	Oct. 28, 2023	Nov. 02, 2024	Oct. 28, 2023
Disaggregation of Revenue [Line Items]
Net sales (as a percent)	100.00%	100.00%	100.00%	100.00%
Camping
Disaggregation of Revenue [Line Items]
Net sales (as a percent)	11.70%	11.10%	12.50%	12.10%
Apparel
Disaggregation of Revenue [Line Items]
Net sales (as a percent)	8.30%	10.90%	6.90%	8.40%
Fishing
Disaggregation of Revenue [Line Items]
Net sales (as a percent)	8.10%	7.40%	11.90%	10.30%
Footwear
Disaggregation of Revenue [Line Items]
Net sales (as a percent)	6.10%	7.70%	5.90%	7.10%
Hunting and Shooting
Disaggregation of Revenue [Line Items]
Net sales (as a percent)	57.90%	55.80%	56.20%	56.00%
Optics, Electronics, Accessories, and Other
Disaggregation of Revenue [Line Items]
Net sales (as a percent)	7.90%	7.10%	6.60%	6.10%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock	Treasury Stock	Additional Paid-in Capital	Accumulated (deficit) earnings
Balance at Jan. 28, 2023	$ 293,113	$ 375		$ 79,743	$ 212,995
Balance, shares at Jan. 28, 2023		37,541,000
Repurchase of treasury stock	(2,748)		$ (2,748)
Repurchase of treasury stock (in shares)			529,000
Retirement of treasury stock		$ (5)	$ 2,748	(1,128)	(1,615)
Retirement of treasury stock (in shares)		(529,000)	(529,000)
Vesting of restricted stock units		$ 3		(3)
Vesting of restricted stock units (in shares)		326,000
Payment of withholdings on restricted stock units	(1,649)			(1,649)
Issuance of common stock for cash per employee stock purchase plan	457	$ 1		456
Issuance of common stock for cash per employee stock purchase plan (in shares)		73,000
Stock based compensation	3,341			3,341
Net income (loss)	(20,258)				(20,258)
Balance at Oct. 28, 2023	272,256	$ 374		80,760	191,122
Balance, shares at Oct. 28, 2023		37,411,000
Balance at Jul. 29, 2023	272,714	$ 374		79,887	192,453
Balance, shares at Jul. 29, 2023		37,381,000
Vesting of restricted stock units (in shares)		30,000
Payment of withholdings on restricted stock units	(92)			(92)
Stock based compensation	965			965
Net income (loss)	(1,331)				(1,331)
Balance at Oct. 28, 2023	272,256	$ 374		80,760	191,122
Balance, shares at Oct. 28, 2023		37,411,000
Balance at Feb. 03, 2024	$ 264,556	$ 375		81,798	182,383
Balance, shares at Feb. 03, 2024	37,529,000	37,529,000
Vesting of restricted stock units		$ 4		(4)
Vesting of restricted stock units (in shares)		430,000
Payment of withholdings on restricted stock units	$ (297)	$ (1)		(296)
Payment of withholdings on restricted stock units (in shares)		(103,000)
Issuance of common stock for cash per employee stock purchase plan	209	$ 1		208
Issuance of common stock for cash per employee stock purchase plan (in shares)		101,000
Stock based compensation	3,438			3,438
Net income (loss)	(24,336)				(24,336)
Balance at Nov. 02, 2024	$ 243,570	$ 379		85,144	158,047
Balance, shares at Nov. 02, 2024	37,957,000	37,957,000
Balance at Aug. 03, 2024	$ 243,035	$ 378		84,246	158,411
Balance, shares at Aug. 03, 2024		37,848,000
Vesting of restricted stock units		$ 2		(2)
Vesting of restricted stock units (in shares)		166,000
Payment of withholdings on restricted stock units	(148)	$ (1)		(147)
Payment of withholdings on restricted stock units (in shares)		(57,000)
Stock based compensation	1,047			1,047
Net income (loss)	364				364
Balance at Nov. 02, 2024	$ 243,570	$ 379		$ 85,144	$ 158,047
Balance, shares at Nov. 02, 2024	37,957,000	37,957,000

Revolving Line Of Credit (Details) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
Revolving Line Of Credit (Details) - USD ($) $ in Thousands	May 27, 2022	Nov. 02, 2024	Oct. 28, 2023	Nov. 02, 2024	Oct. 28, 2023	Feb. 03, 2024
Line Of Credit Facility [Line Items]
Capitalization of fees paid	$ 508
Wells Fargo Senior Secured Revolving Credit Facility
Line Of Credit Facility [Line Items]
Line of credit facility, amount outstanding		$ 145,684		$ 145,684		$ 135,272
Amounts in depository under lock-box arrangements		15,642		15,642		$ 9,230
Available for borrowings, subject to borrowing base restrictions		$ 130,064		$ 130,064
Revolving line of credit interest rate, outstanding		6.38%		6.38%		7.01%
Revolving credit facility, covenant term				The Revolving Line of Credit also requires the Company to maintain a minimum availability at all times of not less than 10% of the gross borrowing base and contains customary events of default, including defaults triggered by defaults under the Term Loan.
Line of credit, maturity date				May 27, 2027
Deferred financing fees outstanding		$ 390		$ 390		$ 503
Amortization of deferred financing fees		38	$ 38	113	$ 114
Gross borrowings under revolving line of credit		355,522	358,266	970,999	1,104,501
Gross paydowns under revolving line of credit		$ 357,050	$ 377,561	$ 969,226	$ 1,008,743
Wells Fargo Senior Secured Revolving Credit Facility \| Minimum
Line Of Credit Facility [Line Items]
Commitment fee				0.20%
Line of credit facility gross borrowing base percentage				10.00%
Wells Fargo Senior Secured Revolving Credit Facility \| Maximum
Line Of Credit Facility [Line Items]
Commitment fee				0.225%
Wells Fargo Senior Secured Revolving Credit Facility \| Federal Funds Rate
Line Of Credit Facility [Line Items]
Basis spread (as a percent)				0.50%
Wells Fargo Senior Secured Revolving Credit Facility \| Floor rate
Line Of Credit Facility [Line Items]
Interest rate		0.00%		0.00%
Wells Fargo Senior Secured Revolving Credit Facility \| SOFR
Line Of Credit Facility [Line Items]
Basis spread (as a percent)				1.00%
Wells Fargo Senior Secured Revolving Credit Facility \| SOFR \| Minimum
Line Of Credit Facility [Line Items]
Basis spread (as a percent)				1.35%
Wells Fargo Senior Secured Revolving Credit Facility \| SOFR \| Maximum
Line Of Credit Facility [Line Items]
Basis spread (as a percent)				1.60%
Wells Fargo Senior Secured Revolving Credit Facility \| Base Rate \| Minimum
Line Of Credit Facility [Line Items]
Basis spread (as a percent)				0.25%
Wells Fargo Senior Secured Revolving Credit Facility \| Base Rate \| Maximum
Line Of Credit Facility [Line Items]
Basis spread (as a percent)				0.50%
Wells Fargo Stand-by Commercial Letters of Credit
Line Of Credit Facility [Line Items]
Net borrowing available under revolving line of credit		$ 2,000		$ 2,000

Long-Term Debt - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended	9 Months Ended
	Jul. 30, 2024	Nov. 02, 2024	Nov. 02, 2024	Feb. 03, 2024
Credit Facility \| SOFR
Debt Instrument [Line Items]
Basis spread (as a percent)			0.10%
Credit Facility \| SOFR \| Maximum
Debt Instrument [Line Items]
Basis spread (as a percent)			6.50%
Credit Facility \| SOFR \| Minimum
Debt Instrument [Line Items]
Basis spread (as a percent)			3.50%
Term Loan
Debt Instrument [Line Items]
Long-Term Line of Credit		$ 25,000	$ 25,000	$ 0
Available for borrowings, subject to borrowing base restrictions		18,000	$ 18,000
Debt Instrument, Maturity Date			Jul. 30, 2029
Deferred financing costs and discounts incurred		1,136	$ 1,136
Revolving credit facility, covenant term			The Term Loan also requires the Company to maintain a minimum availability at all times of not less than the greater of $30,000 and 10% of the gross borrowing base and contains customary events of default, including defaults triggered by defaults under the Revolving Line of Credit.
Debt instrument interest rate			10.74%
Deferred financing fees outstanding		1,031	$ 1,031	$ 0
Amortization of deferred financing fees		72	76
Non-cash interest expense		$ 0	$ 0
Term Loan \| Minimum
Debt Instrument [Line Items]
Line of credit facility gross borrowing base percentage			10.00%
Term Loan \| Base Rate
Debt Instrument [Line Items]
Debt Instrument Interest Rate Increase			1.00%
Term Loan \| Credit Facility
Debt Instrument [Line Items]
Long-Term Line of Credit	$ 45,000
ABL Term Loans \| Credit Facility
Debt Instrument [Line Items]
Long-Term Line of Credit	$ 25,000
Debt Instrument, Maturity Date	Jul. 30, 2024
Delayed Draw ABL Term Loans \| Credit Facility
Debt Instrument [Line Items]
Long-Term Line of Credit	$ 20,000

Accrued Expenses (Details) - USD ($) $ in Thousands	Nov. 02, 2024	Feb. 03, 2024
Payables and Accruals [Abstract]
Book overdraft	$ 16,031	$ 14,361
Unearned revenue	34,080	38,044
Accrued payroll and related expenses	13,051	10,507
Sales and use tax payable	7,909	5,170
Accrued real estate tax payable	5,129	3,814
Accrued construction costs	31	0
Other	18,863	11,769
Total accrued expenses	$ 95,094	$ 83,665

Stock-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		9 Months Ended
	Nov. 02, 2024	Oct. 28, 2023	Nov. 02, 2024	Oct. 28, 2023	May 30, 2024	Feb. 03, 2024	Jan. 28, 2023	Jan. 30, 2016
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation			$ 3,438	$ 3,341
Nonvested Performance-Based Stock Awards
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Unvested stock awards outstanding	783,000	64,000	783,000	64,000		30,000	313,000
Maximum number of shares subject to award	874,000	72,000	874,000	72,000
Issuance of nonvested stock units			874,000	36,000
Nonvested stock issued, weighted average grant date fair value per share			$ 3.09	$ 8.4
Employees \| Nonvested Performance-Based Stock Awards
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issuance of nonvested stock units	0	0	874,000	36,000
Nonvested stock issued, weighted average grant date fair value per share			$ 3.09	$ 8.4
Employees \| Nonvested Restricted Stock Awards
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issuance of nonvested stock units	0	79,000	1,354,000	79,000
Nonvested stock issued, weighted average grant date fair value per share		$ 3.96	$ 3.12	$ 3.96
Vesting period		3 years		3 years
Vesting percentage		0.33%		0.33%
Director \| Nonvested Restricted Stock Awards
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Issuance of nonvested stock units	0	754,000	1,354,000	754,000
Nonvested stock issued, weighted average grant date fair value per share		$ 7.25	$ 3.12	$ 7.25
Vesting period		12 months		12 months
Vesting percentage		0.083%		0.083%
Employee Stock Plans
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares available for awards	827,000		827,000
Maximum number of shares subject to award								1,600,000
Issuance of common stock for cash per employee stock purchase plan (in shares)	0
Amended 2019 Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares available for awards					545,293,000
Maximum number of shares subject to award					454,707,000
Amended 2019 Plan \| Employee Stock Plans
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares available for awards	1,740,000		1,740,000
Number of awards outstanding	2,614,000		2,614,000
Selling, General and Administrative Expenses
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock-based compensation	$ 1,047	$ 965	$ 3,438	$ 3,341

Accrued Expenses

9 Months Ended

Nov. 02, 2024

Payables and Accruals [Abstract]

Accrued Expenses

(5) Accrued Expenses

Accrued expenses consisted of the following as of November 2, 2024 and February 3, 2024:


	November 2,		February 3,
	2024		2024
Book overdraft	$	16,031	$	14,361
Unearned revenue		34,080		38,044
Accrued payroll and related expenses		13,051		10,507
Sales and use tax payable		7,909		5,170
Accrued real estate tax payable		5,129		3,814
Accrued construction costs		31		—
Other		18,863		11,769
Total accrued expenses	$	95,094	$	83,665

Revolving Line of Credit

9 Months Ended

Nov. 02, 2024

Line of Credit Facility [Abstract]

Revolving Line of Credit

(8) Revolving Line of Credit

SWI, as lead borrower, Holdings, and other subsidiaries of Holdings, each as borrowers, and Wells Fargo Bank, National Association (“Wells Fargo”), as administrative agent, collateral agent, swing line lender, letter of credit issuer and lender, with a consortium of banks led by Wells Fargo, entered into a Second Amendment to Amended and Restated Credit Agreement (the “Second Amendment”). Through the Second Amendment, the parties agreed to amend the Amended and Restated Credit Agreement, dated as of May 23, 2018, as previously amended May 17, 2022 by and among SWI, as lead borrower, and Wells Fargo, as agent and a lender, and the other parties listed on the signature pages thereto (as amended, including by the Second Amendment, the “Revolving Line of Credit”).

The Company did not incur any additional fees related to the Revolving Line of Credit and will continue to amortize the prior recorded fees of $508 paid to various parties which were capitalized in association with the May 17, 2022 amendment. Fees associated with the Revolving Line of Credit were recorded in prepaid expenses and other assets.

As of November 2, 2024 and February 3, 2024, the Company had $145,684 and $135,272, respectively, in outstanding revolving loans under the Revolving Line of Credit. Amounts outstanding are offset on the condensed consolidated balance sheets by amounts in depository accounts under lock-box type arrangements, which were $15,642 and $9,230 as of November 2, 2024 and February 3, 2024, respectively. As of November 2, 2024, the Company had $130,064 available for borrowing under the Revolving Line of Credit, calculated based upon certain borrowing base restrictions and stand-by commercial letters of credit of $2,000 under the terms of the Revolving Line of Credit.

Borrowings under the Revolving Line of Credit bear interest based on either the base rate or Term SOFR (as defined in the Revolving Line of Credit), at the Company’s option, in each case plus an applicable margin. The base rate is the greatest of (1) the floor rate (as defined in the Revolving Line of Credit as a rate of interest equal to 0.0%) (2) Wells Fargo’s prime rate, (3) the federal funds rate (as defined in the Revolving Line of Credit) plus 0.50% or (4) the one-month Term SOFR (as defined in the Revolving Line of Credit) plus 1.00%. The applicable margin for loans under the Revolving Line of Credit, which varies based on the average daily availability, ranges from 0.25% to 0.50% per year for base rate loans and from 1.35% to 1.60% per year for Term SOFR loans. The Company is required to pay a commitment fee for the unused portion of the Revolving Line of Credit, which will range from 0.20% to 0.225% per annum, depending on the average daily availability under the Revolving Line of Credit. The interest rate on the amounts outstanding under the Revolving Line of Credit as of November 2, 2024 and February 3, 2024 was 6.38% and 7.01%, respectively.

The Company may be required to make mandatory prepayments under the Revolving Line of Credit in the event of a disposition of certain property or assets, in the event of receipt of certain insurance or condemnation proceeds, upon the issuance of certain debt or equity securities, upon the incurrence of certain indebtedness for borrowed money or upon the receipt of certain payments not received in the ordinary course of business.

The Revolving Line of Credit 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 Revolving Line of Credit also

requires the Company to maintain a minimum availability at all times of not less than 10% of the gross borrowing base and contains customary events of default, including defaults triggered by defaults under the Term Loan. The Revolving Line of Credit matures on May 27, 2027.

Each of the subsidiaries of Holdings is a borrower under the Revolving Line of Credit, and all obligations under the Revolving Line of Credit are guaranteed by Holdings. All of the obligations under the Revolving Line of Credit are secured by a lien on substantially all of Holdings’ assets and the assets of all of Holdings’ subsidiaries, including a pledge of all capital stock of each of Holdings’ subsidiaries. The lien securing the obligations under the Revolving Line of Credit is a first priority lien as to certain liquid assets, including cash, accounts receivable, deposit accounts and inventory.

As of November 2, 2024 and February 3, 2024, the Company had $390 and $503, respectively, in outstanding deferred financing fees. During the 13 and 39 weeks ended November 2, 2024, the Company recognized $38 and $113, respectively, of non-cash interest expense with regard to the amortization of deferred financing fees. During the 13 and 39 weeks ended October 28, 2023, the Company recognized $38 and $114, respectively, of non-cash interest expense with regard to the amortization of deferred financing fees.

During the 13 and 39 weeks ended November 2, 2024, gross borrowings under the Revolving Line of Credit were $355,522 and $970,999, respectively. During the 13 and 39 weeks ended October 28, 2023, gross borrowings under the Revolving Line of Credit were $358,266 and $1,104,501, respectively. During the 13 and 39 weeks ended November 2, 2024, gross paydowns under the Revolving Line of Credit were $357,050 and $969,226, respectively. During the 13 and 39 weeks ended October 28, 2023, gross paydowns under the Revolving Line of Credit were $377,561 and $1,008,743, respectively.

Restricted Net Assets

The provisions of the Term Loan and 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 November 2, 2024, from being used to pay any dividends without prior written consent from the financial institutions party to the respective agreement.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
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-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/470/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Section 50
-Paragraph 1B
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
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Reference 17: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Name Accounting Standards Codification
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-Paragraph 1I
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-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

Leases

9 Months Ended

Nov. 02, 2024

Leases [Abstract]

Leases

(6) Leases

At the inception of the lease, the Company’s operating leases have remaining certain lease terms of up to 15 years, which typically includes multiple options for the Company to extend the lease which are not reasonably certain.

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, the Company 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.

During the 13 and 39 weeks ended November 2, 2024, the Company recorded non-cash increases of $1,939 and $14,620, 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.

The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

In accordance with ASC 842, total lease expense was comprised of the following for the periods presented:


	Thirteen Weeks Ended				Thirty-Nine Weeks Ended
	November 2,		October 28,		November 2,		October 28,
	2024		2023		2024		2023
Operating lease expense	$	17,226	$	16,448	$	51,385	$	48,165
Variable lease expense		5,926		5,474		18,283		16,702
Short-term lease expense		93		385		327		994
Total lease expense	$	23,245	$	22,307	$	69,995	$	65,861

In accordance with ASC 842, other information related to leases was as follows for the periods presented:


	Thirty-Nine Weeks Ended
	November 2,		October 28,
	2024		2023
Operating cash flows from operating leases	$	55,885	$	51,849


	As of November 2,			As of October 28,
	2024			2023
Right-of-use assets obtained in exchange for new or remeasured operating lease liabilities	$	14,620		$	52,314
Terminated right-of-use assets and liabilities		—			—
Weighted-average remaining lease term - operating leases		5.92			5.83
Weighted-average discount rate - operating leases		7.61	%		7.76	%

In accordance with ASC 842, maturities of operating lease liabilities as of November 2, 2024 were as follows:


	Operating
Fiscal Year Ending:	Leases
2024 (remainder)	$	18,699
2025		72,751
2026		70,380
2027		63,761
2028		57,501
Thereafter		188,195
Undiscounted cash flows	$	471,287
Reconciliation of lease liabilities:
Present values	$	362,320
Lease liabilities - current		48,866
Lease liabilities - noncurrent		313,454
Lease liabilities - total	$	362,320
Difference between undiscounted and discounted cash flows	$	108,967

The Company has excluded in the table above approximately $7.9 million for a lease (undiscounted basis) that was entered into as of December 6, 2024. This lease will commence in 2025 with a lease term of 12 years.

Leases - Other Information (Details) - USD ($) $ in Thousands	9 Months Ended
	Nov. 02, 2024	Oct. 28, 2023
Leases [Abstract]
Operating cash flows from operating leases	$ 55,885	$ 51,849
Right-of-use assets obtained in exchange for new or remeasured operating lease liabilities	$ 14,620	$ 52,314
Weighted-average remaining lease term - operating leases	5 years 11 months 1 day	5 years 9 months 29 days
Weighted-average discount rate - operating leases	7.61%	7.76%

Income Taxes (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
Income Taxes (Details) - USD ($) $ in Thousands	Nov. 02, 2024	Oct. 28, 2023	Nov. 02, 2024	Oct. 28, 2023
Income Tax Disclosure [Abstract]
Income tax expense (benefit)	$ 162	$ 459	$ (7,364)	$ (6,664)
Effective tax rate	80.20%	(52.60%)	23.20%	24.80%
Federal statutory rate			21.00%

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 270
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482964/270-10-50-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (ee)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-32

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
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-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 4: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 9
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-9

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.7)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 250
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147483443/250-10-50-8

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 10
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-10

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482810/280-10-50-22

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 944
-SubTopic 220
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.7-04(9))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477250/944-220-S99-1

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
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-Paragraph 2
-Subparagraph (a)
-SubTopic 20
-Topic 740
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482659/740-20-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h))
-SubTopic 10
-Topic 235
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

+ Details

Accrued Expenses (Tables)

9 Months Ended

Nov. 02, 2024

Payables and Accruals [Abstract]

Components of Accrued Expenses

Accrued expenses consisted of the following as of November 2, 2024 and February 3, 2024:


	November 2,		February 3,
	2024		2024
Book overdraft	$	16,031	$	14,361
Unearned revenue		34,080		38,044
Accrued payroll and related expenses		13,051		10,507
Sales and use tax payable		7,909		5,170
Accrued real estate tax payable		5,129		3,814
Accrued construction costs		31		—
Other		18,863		11,769
Total accrued expenses	$	95,094	$	83,665

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Nov. 02, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false