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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________

Form 8-K
______________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): May 24, 2016  

SPORTSMAN'S WAREHOUSE HOLDINGS, INC.
(Exact Name of Registrant as Specified in Charter)

DELAWARE001-3640139-1975614
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification Number)

 

7035 South High Tech Drive, Midvale, Utah 84047
(Address of Principal Executive Offices) (Zip Code)

(801) 566-6681
(Registrant's telephone number, including area code)

(Not Applicable)
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 [   ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 [   ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 [   ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 [   ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

Item 2.02. Results of Operations and Financial Condition.

           On May 24, 2016, Sportsman’s Warehouse Holdings, Inc. (the “Company”) issued a press release reporting its results of operations for the fiscal quarter ended April 30, 2016.  The press release is furnished herewith as Exhibit 99.1 and is specifically incorporated by reference herein.

            The information in this Form 8-K and the related information in the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in any such filing.

 

Item 9.01. Financial Statements and Exhibits.

(d)        Exhibits.

99.1     Press release of Sportsman’s Warehouse Holdings, Inc., dated May 24, 2016.

 

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 SPORTSMAN'S WAREHOUSE HOLDINGS, INC.
   
   
Date: May 24, 2016By: /s/ Kevan P. Talbot        
  Name: Kevan P. Talbot
  Title: Chief Financial Officer and Secretary
  

EdgarFiling

EXHIBIT 99.1

Sportsman's Warehouse Holdings, Inc. Announces First Quarter 2016 Financial Results

MIDVALE, Utah, May 24, 2016 (GLOBE NEWSWIRE) -- Sportsman's Warehouse Holdings, Inc. ("Sportsman's" or the “Company”) (Nasdaq:SPWH) today announced financial results for the thirteen weeks ended April 30, 2016.

For the thirteen weeks ended April 30, 2016:

John Schaefer, President and Chief Executive Officer, stated: "We are pleased with our first quarter revenue performance which, when adjusting for a revision in revenue presentation, was within our guidance. Our adjusted earnings per share also came in within our guidance range, continuing our consistent track record of meeting or exceeding our outlook. Once again, our company’s operating discipline and local market focus enabled us to quickly adapt to changing market conditions, including both the continued strength in firearms as well as the continued weather headwinds which impacted performance in our apparel areas, demonstrating the strength of our business model and our execution on an everyday basis.”

Mr. Schaefer continued, “While we have changed our presentation as it relates to hunting and fishing license sales from a gross revenue basis to a net revenue basis, this revision has had no impact on our gross margin dollars and net income. We are adjusting our annual sales guidance to conform to this revision in revenue presentation.”

Balance sheet highlights as of April 30, 2016:                                                    

Second Quarter and Fiscal Year 2016 Outlook:

The Company has historically presented the sales of state fish and game licenses, duck stamps, and state government-mandated firearm background checks in net sales and cost of goods sold under the gross method. The Company’s management determined that the proper presentation for these transactions is under the net method, thereby recognizing only the commission received in net sales for acting as the agent under the principal versus agent model. This revision does not have any impact upon gross profit, net income or earnings per share. As a result of the revision, the Company has updated its sales outlook to conform to the net presentation.

For the second quarter of fiscal year 2016, net sales are expected to be in the range of $178.0 million to $183.0 million based on same store sales change in the range of (1.0%) to 1.0% compared to the corresponding period of fiscal year 2015. Net income is expected to be in the range of $6.5 million to $7.2 million, with diluted earnings per share of $0.15 to $0.17 on approximately 42.6 million estimated weighted average common shares outstanding.

For fiscal 2016, net sales are expected to be in the range of $770.0 million to $790.0 million based on opening eleven new stores for the full year and same store sales change in the range of 0.0% to 2.0% compared to fiscal year 2015. The Company reaffirms its previously provided annual guidance of adjusted net income in the range of $27.5 million to $31.1 million, with adjusted diluted earnings per share of $0.65 to $0.73  (see “GAAP and Non-GAAP Measures”), on approximately 42.5 million estimated weighted average common shares outstanding.

Conference Call Information:

A conference call to discuss first quarter 2016 financial results is scheduled for today, May 24, 2016, at 4:30 PM Eastern Time. The conference call will be webcast and may be accessed via the Investor Relations section of the Company’s website at www.sportsmanswarehouse.com. 

Non-GAAP Information

This press release includes the following financial measures defined as non-GAAP financial measures by the Securities and Exchange Commission (the “SEC”): adjusted income from operations, adjusted net loss, adjusted diluted weighted average shares outstanding, adjusted diluted earnings (loss) per share and adjusted EBITDA. The Company has reconciled these non-GAAP financial measures with the most directly comparable GAAP financial measures under “GAAP and Non-GAAP Measures” in this release. The Company believes that these non-GAAP financial measures not only provide its management with comparable financial data for internal financial analysis but also provide meaningful supplemental information to investors. Specifically, these non-GAAP financial measures allow investors to better understand the performance of the Company’s business and facilitate a more meaningful comparison of its diluted income per share and actual results on a period-over-period basis. The Company has provided this information as a means to evaluate the results of its ongoing operations. Other companies in the Company’s industry may calculate these items differently than it does. Each of these measures is not a measure of performance under GAAP and should not be considered as a substitute for the most directly comparable financial measures prepared in accordance with GAAP. Non-GAAP financial measures have limitations as analytical tools, and investors should not consider them in isolation or as a substitute for analysis of the Company’s results as reported under GAAP.

Forward-Looking Statements 

This press release includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 as contained in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  Forward-looking statements in this release include, but are not limited to, our outlook for the second quarter and full fiscal year 2016.  Investors can identify these statements by the fact that they use words such as "continue", "expect", "may", “opportunity”, "plan", "future", “ahead” and similar terms and phrases. The Company cannot assure investors that future developments affecting the Company will be those that it has anticipated. Actual results may differ materially from these expectations due to risks relating to the Company’s retail-based business model, general economic conditions and consumer spending, the Company’s concentration of stores in the Western United States, competition in the outdoor activities and sporting goods market, changes in consumer demands, the company’s expansion into new markets and planned growth, current and future government regulations,  risks related to the Company’s continued retention of its key management, the Company’s distribution center, quality or safety concerns about the Company’s merchandise, events that may affect the Company’s vendors, trade restrictions, and other factors that are set forth in the Company's filings with the SEC, including under the caption “Risk Factors” in our Form 10-K for the fiscal year ended January 30, 2016 which we filed with the SEC on March 24, 2016 and our other public filings made with the SEC and available at www.sec.gov. If one or more of these risks or uncertainties materialize, or if any of the Company’s assumptions prove incorrect, the Company’s actual results may vary in material respects from those projected in these forward-looking statements. Any forward-looking statement made by the Company in this release speaks only as of the date on which the Company makes it. Factors or events that could cause the Company’s actual results to differ may emerge from time to time, and it is not possible for the Company to predict all of them. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.

About Sportsman's Warehouse Holdings, Inc.

Sportsman's Warehouse is a high-growth outdoor sporting goods retailer focused on meeting the everyday needs of the seasoned outdoor veteran, the first-time participant and every enthusiast in between. Our mission is to provide a one-stop shopping experience that equips our customers with the right quality, brand name hunting, shooting, fishing and camping gear to maximize their enjoyment of the outdoors.

For press releases and certain additional information about the Company, visit the Investor Relations section of the Company's website at www.sportsmanswarehouse.com.


      
SPORTSMAN’S WAREHOUSE HOLDINGS, INC. 
Condensed Consolidated Balance Sheets (Unaudited) 
(in thousands) 
      
      
AssetsApril 30, 2016 January 30, 2016  
Current assets:     
Cash and cash equivalents$2,404  $2,109   
Accounts receivable, net 446   469   
Merchandise inventories, net 250,965   217,794   
Prepaid expenses and other 4,799   9,337   
Income taxes receivable 2,055   -   
Deferred income taxes -   3,001   
Total current assets 260,669   232,710   
Property and equipment, net 70,014   62,432   
Deferred income taxes 4,631   2,263   
Definite lived intangible assets, net 3,472   3,923   
 $338,786  $301,328   
          
Liabilities and Stockholders’ Deficit     
Current liabilities:     
Accounts payable$58,611  $46,698   
Accrued expenses 49,873   42,480   
Income taxes payable -   1,779   
Revolving line of credit 63,339   25,263   
Current portion of long-term debt, net of discount and debt issuance costs 983   8,683   
Current portion of deferred rent 3,393   3,018   
Total current liabilities 176,199   127,921   
      
Long-term liabilities:     
Long-term debt, net of discount, debt issuance costs, and current portion 134,274   146,333   
Deferred rent credit, net of current portion 30,664   29,133   
Total long-term liabilities 164,938   175,466   
Total liabilities 341,137   303,387   
      
Stockholders’ deficit:     
Common stock 422   420   
Additional paid-in capital 76,580   77,757   
Accumulated deficit (79,353)  (80,236)  
Total stockholders’ deficit (2,351)  (2,059)  
 $338,786  $301,328   
      

 

         
SPORTSMAN’S WAREHOUSE HOLDINGS, INC. 
Condensed Consolidated Statements of Operations (Unaudited) 
(in thousands, except per share data) 
         
         
 For the Thirteen Weeks Ended   
         
 April 30, 2016 % of net
sales		 May 2, 2015 % of net
sales		 
         
Net sales (1)$151,615   100.0 % $139,159   100.0 % 
Cost of goods sold (1) 103,143   68.0 %  96,008   69.0 % 
Gross profit 48,472   32.0 %  43,151   31.0 % 
         
Operating expenses:        
Selling, general and administrative expenses 46,116   30.4 %  41,903   30.1 % 
  46,116   30.4 %  41,903   30.1 % 
Income from operations 2,356   1.6 %  1,248   0.9 % 
Interest expense (3,588)  (2.4%)  (3,460)  (2.5%) 
Loss before income taxes (1,232)  (0.8%)  (2,212)  (1.6%) 
Income tax benefit 1,543   1.0 %  852   0.6 % 
Net income (loss)$311   0.2 % $(1,360)  (1.0%) 
         
Earnings (loss) per share        
Basic$0.01    $(0.03)   
Diluted$0.01    $(0.03)   
         
Weighted average shares outstanding        
Basic 42,032     41,851    
Diluted 42,334     41,851    
         
(1) Prior period amounts of net sales and cost of goods sold have been revised to reflect a revision of revenue presentation for sales of state fish and game licenses, duck stamps, and state government-mandated firearm background checks. We historically presented our sales of state fish and game licenses, duck stamps, and state government-mandated firearm background checks in net sales and cost of goods sold under the gross method. The revenue from these transactions have been revised to be presented under the net method in net sales, thereby recognizing only the commission received in net sales for acting as the agent under the principal versus agent model. This revision had no impact on gross profit, net income or earnings per share.  See Note 2 to the notes to our consolidated financial statements to be included in our Quarterly Report on Form 10-Q for the three months ended April 30, 2016 for a description of these items and the impact of the revisions on our financial statements for the prior periods. 
         

 

           
SPORTSMAN’S WAREHOUSE HOLDINGS, INC.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
           
        April 30, 2016 May 2, 2015
CASH FLOWS FROM OPERATING ACTIVITIES       
Net income (loss)      $311  $(1,360)
Adjustments to reconcile net income (loss) to net cash used in operating activities:       
Depreciation of property and equipment     2,681   2,171 
Amortization of discount on debt and deferred financing fees   355   180 
Amortization of definite lived intangible     451   451 
Net increase in deferred rent      1,906   108 
Deferred income taxes      633   599 
Excess tax benefits from stock-based compensation arrangements  (470)  (283)
Stock-based compensation      625   597 
Change in assets and liabilities:        
Accounts receivable, net      23   (129)
Merchandise inventories      (33,171)  (30,821)
Prepaid expenses and other      4,498   3,374 
Accounts payable       11,913   25,495 
Accrued expenses       (2,037)  (1,825)
Income taxes receivable      (3,364)  (1,478)
Net cash used in operating activities      (15,646)  (2,921)
           
CASH FLOWS FROM INVESTING ACTIVITIES:       
Purchase of property and equipment     (8,720)  (8,869)
Net cash used in investing activities      (8,720)  (8,869)
           
CASH FLOWS FROM FINANCING ACTIVITIES:       
Net borrowings on line of credit      38,076   10,357 
Increase in book overdraft      7,887   2,841 
Excess tax benefits from stock-based compensation arrangements  -   283 
Payment of withholdings on restricted stock units    (1,228)  (1,036)
Principal payments on long-term debt     (20,074)  (400)
Net cash provided by financing activities     24,661   12,045 
Net change in cash and cash equivalents     295   255 
Cash and cash equivalents at beginning of period    2,109   1,751 
Cash and cash equivalents at end of period    $2,404  $2,006 
           

 

      
SPORTSMAN’S WAREHOUSE HOLDINGS, INC. 
GAAP and Non-GAAP Measures (Unaudited) 
(in thousands, except per share data) 
      
Reconciliation of GAAP income from operations to adjusted income from operations:   
      
  For the Thirteen Weeks Ended 
  April 30, 2016 May 2, 2015 
Income from operations$2,356  $1,248  
Secondary offering expenses (1) 143   -  
Adjusted income from operations$2,499  $1,248  
      
Reconciliation of GAAP net income (loss) and GAAP diluted weighted average shares outstanding   
to adjusted net loss and diluted weighted average shares outstanding:    
      
Numerator:     
Net income (loss) $311  $(1,360) 
Secondary offering expenses (1)  143   -  
Prior year tax credits (2)  (602)  -  
Adjusted net loss $(148) $(1,360) 
      
Denominator:     
Diluted weighted average shares outstanding  42,334   41,851  
      
Reconciliation of earnings per share:    
Dilutive earnings per share$0.01  $(0.03) 
Impact of adjustments to numerator and denominator (0.01)  0.00  
Adjusted loss per share$(0.00)  $(0.03) 
      
Reconciliation of net income (loss) to adjusted EBITDA:    
Net income (loss) $311  $(1,360) 
Interest expense  3,588   3,460  
Income tax benefit (1,543)  (852) 
Depreciation and amortization 3,132   2,622  
Stock-based compensation expense (3) 625   597  
Pre-opening expenses (4) 1,189   927  
Secondary offering expenses (1) 143   -  
Adjusted EBITDA $7,445  $5,394  
      
      
(1) Expenses paid by us in connection with a secondary offering of our common stock by affiliates of Seidler Equity Partners III, L.P. 
(2) Tax credits recognized in the current year that were not previously taken in prior years. 
(3) Stock-based compensation expense represents non-cash expenses related to equity instruments granted to employees under our 2013 Performance Incentive Plan and Employee Stock Purchase Plan. 
(4) Pre-opening expenses include expenses incurred in the preparation and opening of a new store location, such as payroll, travel and supplies, but do not include the cost of the initial inventory or capital expenditures required to open a location. 
      

 

         
SPORTSMAN’S WAREHOUSE HOLDINGS, INC.
GAAP and Non-GAAP Measures (Unaudited)
(in thousands, except per share data)
         
Reconciliation of second quarter and 2016 full year guidance:       
         
  Estimated Q2 '16 Estimated FY '16
  Low High Low High
         
Numerator:       
 Net income$6,500  $7,200  $28,000  $31,600 
 Secondary offering expenses (1) -   -   143   143 
 Prior year tax credits (2) -   -   (602)  (602)
 Adjusted net income$6,500  $7,200  $27,541  $31,141 
         
Denominator:       
 Diluted weighted average shares outstanding 42,600   42,600   42,500   42,500 
         
Reconciliation of earnings per share:       
Diluted earnings per share$0.15  $0.17  $0.66  $0.74 
Impact of adjustments to numerator and denominator -   -   (0.01)  (0.01)
Adjusted diluted earnings per share$0.15  $0.17  $0.65  $0.73 
         
(1) Expenses paid by us in connection with a secondary offering of our common stock by affiliates of Seidler Equity Partners III, L.P.  
(2) Tax credits recognized in the current year that were not previously taken in prior years.      
       

 

Investor Contact:
ICR, Inc. 
Farah Soi/Rachel Schacter
(203) 682-8200
investors@sportsmanswarehouse.com