Item 4.01 Changes in Registrant's Certifying Accountant
(a) Dismissal of Independent Registered Public Accountant
Sportsman's Warehouse Holdings, Inc. (the "Company") has dismissed KPMG LLP
("KPMG"), an independent registered public accounting firm, as its principal
accountant. The decision to dismiss KPMG was effective on July 6, 2020, after
being approved by the Company's audit committee (the "Audit Committee").
KPMG's reports on the Company's consolidated financial statements as of and for
the fiscal years ended February 1, 2020 and February 2, 2019 did not contain an
adverse opinion or disclaimer of opinion, nor were they qualified or modified as
to uncertainty, audit scope, or accounting principle, except KPMG's report on
the consolidated financial statements of the Company as of and for the fiscal
years ended February 1, 2020 and February 2, 2019, contained a separate
paragraph stating that, "As discussed in Note 2 to the consolidated financial
statements, the Company has changed its method of accounting for leases as of
February 3, 2019 due to the adoption of Financial Accounting Standards Board
(FASB) Accounting Standards Update No. 2016-02 - Leases (Topic 842), and related
amendments."
The audit report of KPMG on the effectiveness of internal control over financial
reporting as of February 1, 2020 did not contain any adverse opinion or
disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit
scope, or accounting principles, except that KPMG's report indicates that the
Company did not maintain effective internal control over financial reporting as
of February 1, 2020 because of the effect of a material weakness on the
achievement of the objectives of the control criteria and contains an
explanatory paragraph that states, "There were ineffective information
technology general controls (ITGCs) in the areas of user access and change
management over certain information technology (IT) systems that support the
Company's financial reporting processes. Business process controls (automated
and manual) that are dependent on the affected ITGCs were also deemed
ineffective because they could be adversely impacted. These control deficiencies
were a result of: insufficient control documentation of key IT processes;
insufficient number and training of IT resources; and inadequate risk-assessment
processes to identify and assess changes in the IT environment that could impact
internal controls over financial reporting." Additionally, the audit report of
KPMG on the effectiveness of internal control over financial reporting as of
February 1, 2020 contained a separate paragraph stating that, "The Company
acquired eight Field & Stream stores during 2019, and management excluded from
its assessment of the effectiveness of the Company's internal control over
financial reporting as of February 1, 2020, the eight Field and Stream
location's internal control over financial reporting associated with 9.7% of
total assets and 2.7% of total revenues included in the consolidated financial
statements of the Company as of and for the year ended February 1, 2020. Our
audit of internal control over financial reporting of the Company also excluded
an evaluation of the internal control over financial reporting of the eight
Field & Stream stores."
During the Company's fiscal years ended February 1, 2020 and February 2, 2019,
and the subsequent interim period through July 6, 2020, there were: (i) no
"disagreements" (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K
and the related instructions) between the Company and KPMG on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which, if not resolved to the satisfaction of KPMG, would
have caused KPMG to make reference to the subject matter of the disagreement in
connection with its reports on the Company's consolidated financial statements
for such years or any subsequent interim period through the date of dismissal,
and (ii) no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation
S-K), except that during the preparation of the Company's consolidated financial
statements for the year ended February 1, 2020, the Company identified a
material weakness in internal control over financial reporting related to
ineffective information technology general controls in the areas of user access
and change management over certain information technology systems that support
the Company's financial reporting processes.
In accordance with Item 304(a)(3) of Regulation S-K, the Company provided KPMG
with a copy of this Current Report on Form 8-K and requested that, KPMG provide
the Company with a letter addressed to the SEC stating whether it agrees with
the above statements and, if not, stating the respects in which it does not
agree. Attached as Exhibit 16.1 is a copy of KPMG's letter dated July 10, 2020.
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(b) Newly Appointed Independent Registered Public Accountant
On July 6, 2020, the Audit Committee approved the engagement of Grant Thornton
LLP ("Grant Thornton"), an independent registered public accounting firm, as its
principal accountant to perform independent audit services effective
immediately. During the Company's fiscal years ended February 1, 2020 and
February 2, 2019, and the interim period from February 1, 2020 through and
including July 7, 2020, the date of Grant Thornton's engagement, neither the
Company, nor anyone acting on its behalf, consulted Grant Thornton regarding
either (i) the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered with respect to the consolidated financial statements of the Company,
and neither a written report nor oral advice was provided to the Company by
Grant Thornton that Grant Thornton concluded was an important factor considered
by the Company in reaching a decision as to any accounting, auditing or
financial reporting issue; or (ii) any matter that was the subject of a
"disagreement" (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K
and the related instructions to Item 304 of Regulation S-K) or (iii) any
"reportable event" (as that term is described in Item 304(a)(1)(v) of Regulation
S-K).
Item 9.01. Financial Statements and Exhibits.
Exhibit No.Description
16.1 Letter from KPMG LLP, dated July 10, 2020
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SPORTSMAN'S WAREHOUSE HOLDINGS, INC. 
