SPORTSMAN'S WAREHOUSE HOLDINGS, INC. The discussion below contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those which are discussed in "Part I. Item 1A. Risk Factors" in our Fiscal 2021 Form 10-K. Also see "Statement Regarding Forward-Looking Statements" preceding Part I in this 10-Q.
The following discussion and analysis should be read in conjunction with the unaudited condensed consolidated financial statements and the notes thereto included in this 10-Q.
Overview
We are an outdoor sporting goods retailer focused on meeting the everyday needs
of the seasoned outdoor veteran, the first-time participant and everyone in
between. Our mission is to provide outstanding gear and exceptional service to
inspire outdoor memories.
Our business was founded in 1986 as a single retail store in
Our stores and our e-commerce platform are aggregated into one operating and reportable segment.
Impact of Macroeconomic Conditions
Our financial results and operations have been, and will continue to be, impacted by events outside of our control.
Since the beginning of the COVID-19 pandemic inmid-March 2020 and continuing into the third quarter of 2022, we experienced a significant increase in sales from pre-pandemic sales. A larger than normal portion of those sales came from certain product categories, particularly firearms and ammunition. While our net sales and same store sales remain elevated as compared to pre-COVID periods, we are experiencing a decrease in net sales and same store sales when compared with COVID-driven peak levels in 2021. In addition to continued market disruptions caused by the COVID-19 pandemic, global economic and business activities continue to face widespread macroeconomic uncertainties, including labor shortages, inflation and monetary supply shifts, recession risks and potential disruptions from theRussia -Ukraine conflict. During the third quarter of 2022, our business continued to be impacted by consumer inflationary pressures and recession concerns. We continue to actively monitor the impact of these macroeconomic factors on our financial condition, liquidity, operations, suppliers, industry and workforce. The extent of the impact of these factors on our operational and financial performance, including our ability to execute our business strategies and initiatives in the expected time frame, will depend on future developments, and the impact on our customers, partners and employees, all of which are uncertain and cannot be predicted; however, any continued or renewed disruption resulting from these factors could negatively impact our business. How We Assess the Performance of Our Business In assessing the performance of our business, we consider a variety of performance and financial measures. The key measures for determining how our business is performing are net sales, same store sales, gross margin, selling, general, and administrative expenses, income from operations and adjusted earnings before interest, taxes, depreciation and amortization ("Adjusted EBITDA").
Our net sales are primarily received from revenue generated in our stores and
also include sales generated through our e-commerce platform. When measuring
revenue generated from our stores, we review our same store sales as
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well as the performance of our stores that have not operated for a sufficient amount of time to be included in same store sales. We include net sales from a store in same store sales on the first day of the 13th full fiscal month following the store's opening or acquisition by us. We exclude sales from stores that were closed during the period from our same store sales calculation. We include net sales from e-commerce in our calculation of same store sales. For fiscal years consisting of 53 weeks, we exclude net sales during the 53rd week from our calculation of same store sales. Some of our competitors and other retailers may calculate same store sales differently than we do. As a result, data regarding our same store sales may not be comparable to similar data made available by other retailers.
Measuring the change in year-over-year same store sales allows us to evaluate how our retail store base is performing. Various factors affect same store sales, including:
•
macroeconomic factors, such as political trends, social unrest, inflationary pressures and recessionary trends;
•
consumer preferences, buying trends and overall economic trends;
•
changes or anticipated changes to laws and government regulations related to some of the products we sell, in particular regulations relating to the sale of firearms and ammunition;
•
the impact of the COVID-19 pandemic;
•
our ability to identify and respond effectively to local and regional trends and customer preferences;
•
our ability to provide quality customer service that will increase our conversion of shoppers into paying customers;
•
the success of our omni-channel strategy and our e-commerce platform;
•
competition in the regional market of a store;
•
atypical weather;
•
new product introductions and changes in our product mix; and
•
changes in pricing and average ticket sales.
We operate in a complex regulatory and legal environment that could negatively impact the demand for our products, which could significantly affect our operations and financial results. State, local and federal laws and regulations relating to products that we sell may change, sometimes significantly, as a result of political, economic or social events. For instance, inNovember 2022 Oregon passed legislation that will, among other things, impose complex permitting and training requirements for the purchases of firearms. As a result, sales of firearms inOregon may be halted or substantially diminished until such permitting and training programs are developed by the state, which may take a significant amount of time. If that were to occur, it could result in a substantial decline in our sales of firearms and related products and reduce traffic to our stores inOregon , which could have a substantial impact on our sales and gross margin. OnDecember 6, 2022 a state court judge inOregon temporarily blocked the enforcement of such legislation. We currently operate eight stores in theState of Oregon . Opening new stores and acquiring store locations is also an important part of our growth strategy. We plan to open between 13 and 18 stores during fiscal year 2023 and are targeting 190 to 210 open store locations by the end of fiscal year 2025. We may deviate from these targets, including if attractive opportunities are presented to open stores or acquire new store locations outside of our target growth rate.
We also have been scaling our e-commerce platform and increasing sales through our website, www.sportsmans.com.
We believe the key drivers to increasing our total net sales include:
•
increasing our total gross square footage by opening new stores and through strategic acquisitions;
•
increasing and improving same store sales in our existing markets;
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•
increasing customer visits to our stores and improving our conversion rate through focused marketing efforts and continually high standards of customer service;
•
growing our loyalty and credit card programs; and
•
expanding our omni channel capabilities through larger assortment and inventory, expanded content and expertise and better user experience.
Gross Margin
Gross profit is our net sales less cost of goods sold. Gross margin measures our gross profit as a percentage of net sales. Our cost of goods sold primarily consists of merchandise acquisition costs, including freight-in costs, shipping costs, payment term discounts received from the vendor and vendor allowances and rebates associated directly with merchandise and shipping costs related to e-commerce sales. We believe the key drivers to improving our gross margin are increasing the product mix to higher margin products, particularly apparel and footwear, increasing foot traffic within our stores and traffic to our website, improving buying opportunities with our vendor partners and coordinating pricing strategies among our stores and our merchandise group. Our ability to properly manage our inventory can also impact our gross margin. Successful inventory management ensures we have sufficient high margin products in stock at all times to meet customer demand, while overstocking of items could lead to markdowns in order to help a product sell. We believe that the overall growth of our business will allow us to generally maintain or increase our gross margins, because increased merchandise volumes will enable us to maintain our strong relationships with our vendors.
Selling, General, and Administrative Expenses
We closely manage our selling, general, and administrative expenses. Our selling, general, and administrative expenses are comprised of payroll, rent and occupancy, depreciation and amortization, acquisition expenses, pre-opening expenses and other operating expenses, including stock-based compensation expense. 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. Our selling, general, and administrative expenses are primarily influenced by the volume of net sales of our locations, except for our corporate payroll, rent and occupancy and depreciation and amortization, which are generally fixed in nature. We control our selling, general, and administrative expenses through a budgeting and reporting process that allows our personnel to adjust our expenses as trends in net sales activity are identified. We expect that our selling, general, and administrative expenses will increase in future periods due to our continuing growth. In addition, we have experienced increased payroll expenses due to increased minimum wages and generally increasing salaries and wages due to a competitive labor market and inflation.
Income from Operations
Income from operations is gross profit less selling, general, and administrative expenses. We use income from operations as an indicator of the productivity of our business and our ability to manage selling, general, and administrative expenses.
Adjusted EBITDA
We define Adjusted EBITDA as net income plus interest expense, income tax
expense, depreciation and amortization, stock-based compensation expense,
pre-opening expenses, and other gains, losses and expenses that we do not
believe are indicative of our ongoing expenses. In evaluating our business, we
use Adjusted EBITDA and Adjusted EBITDA margin as an additional measurement tool
for purposes of business decision-making, including evaluating store
performance, developing budgets and managing expenditures. See "-Non-GAAP
Measures."
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Results of OperationsThe following table summarizes key components of our results of operations as a percentage of net sales for the periods indicated:
Thirteen Weeks Ended Thirty-Nine Weeks Ended
October 29 ,October 30 ,
2022 2021 2022 2021
Percentage of net sales:
Net sales 100.0 % 100.0 % 100.0 % 100.0 %
Cost of goods sold 66.4 67.7 66.9 67.5
Gross profit 33.6 32.3 33.1 32.5
Selling, general, and
administrative expenses 28.4 24.9 29.0 26.3
Income from operations 5.2 7.4 4.1 6.2
Interest expense 0.3 0.1 0.2 0.1
Income before income taxes 4.9 7.3 3.9 6.1
Income tax expense 1.2 1.8 1.0 1.5
Net income 3.7 % 5.5 % 2.9 % 4.6 %
Adjusted EBITDA 8.1 % 9.8 % 7.1 % 9.0 %
The following table shows our sales during the periods presented by department:
Thirteen Weeks Ended Thirty-Nine Weeks Ended
October 29, October 30, October 29, October 30,
Department Product Offerings 2022 2021 2022 2021
Camping Backpacks, camp
essentials, canoes
and kayaks,
coolers, outdoor
cooking equipment,
sleeping bags,
tents and tools 12.6 % 12.6 % 13.5 % 13.9 %
Apparel Camouflage,
jackets, hats,
outerwear,
sportswear,
technical gear and
work wear 10.5 % 9.1 % 8.2 % 7.4 %
Fishing Bait, electronics,
fishing rods,
flotation items,
fly fishing, lines,
lures, reels,
tackle and small
boats 6.8 % 7.7 % 10.2 % 11.3 %
Footwear Hiking boots,
socks, sport
sandals, technical
footwear, trail
shoes, casual
shoes, waders and
work boots 7.2 % 6.4 % 6.7 % 6.3 %
Hunting and Ammunition, archery
Shooting items, ATV
accessories, blinds
and tree stands,
decoys, firearms,
reloading equipment
and shooting gear 54.9 % 55.4 % 55.0 % 53.7 %
Optics, Gift items, GPS
Electronics, devices, knives,
Accessories, lighting, optics,
and Other two-way radios, and
other license
revenue, net of
revenue discounts 8.0 % 8.8 % 6.4 % 7.4 %
Total 100.0 % 100.0 % 100.0 % 100.0 %
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Thirteen Weeks Ended
Net Sales . Net sales decreased by$41.3 million , or 10.3%, to$359.7 million during the 13 weeks endedOctober 29, 2022 compared to$401.0 million in the corresponding period of fiscal year 2021. Our net sales decreased primarily due to lower demand across most product categories as we continued to see the impact of consumer inflationary pressures and recessionary concerns, partially offset by our opening of 11 new stores sinceOctober 30, 2021 . Stores that have been open for less than 12 months and were, therefore, not included in our same store sales, contributed$23.0 million to net sales. Same store sales decreased by 15.0% during the 13 weeks endedOctober 29, 2022 compared to the comparable 13-week period of fiscal year 2021, primarily driven by a decrease in demand across most product categories due to consumer inflationary pressures and recessionary concerns. Same store sales increased by 19.5% during the 13 weeks endedOctober 29, 2022 compared to the comparable 13-week period of fiscal year 2019, primarily driven by increased participation in most product categories. Our apparel and footwear categories saw increases of$1.4 million and$0.3 million , respectively, in the third quarter of fiscal year 2022 compared to the comparable 13-week period of fiscal year 2021 due to the opening of 11 new stores sinceOctober 30, 2021 . Our hunting and shooting, fishing, camping and optics, electronics and accessories categories saw decreases of$25.0 million ,$6.5 million ,$5.1 million and$4.7 million , respectively, in the third quarter of fiscal year 2022 compared to the comparable 13-week period of fiscal year 2021. Within the hunting and shooting department, our firearm and ammunition categories saw decreases of$18.2 million and$7.8 million or 21.6% and 12.3%, respectively, in the third quarter of fiscal year 2022 compared to the comparable 13-week period of fiscal year 2021. The decreases seen in the firearm and ammunition categories were primarily due to the impact of consumer inflationary pressures and softening of demand within certain types of firearm categories, partially offset by the opening of 11 new stores sinceOctober 30, 2021 . With respect to same store sales, during the 13 weeks endedOctober 29, 2022 , our fishing, hunting and shooting, optics, electronics and accessories, camping, footwear and apparel departments saw decreases of 25.3%, 17.0%, 16.1%, 14.0%, 3.8% and 1.2%, respectively, compared to the comparable 13-week period of fiscal year 2021 as we continued to see the impact of consumer inflationary pressures and recessionary concerns. As ofOctober 29, 2022 , we had 115 stores included in our same store sales calculation. Gross Profit. Gross profit decreased to$120.8 million during the 13 weeks endedOctober 29, 2022 compared to$129.6 million for the corresponding period of fiscal year 2021. As a percentage of net sales, gross profit increased to 33.6% during the 13 weeks endedOctober 29, 2022 , compared to 32.3% for the corresponding period of fiscal year 2021 primarily driven by increased product margins, decreased shipping, freight and logistical expenses and favorable product mix. Selling, General, and Administrative Expenses. Selling, general, and administrative expenses increased by$2.3 million , or 2.3%, to$102.3 million during the 13 weeks endedOctober 29, 2022 from$100.0 million for the comparable 13-week period of fiscal year 2021. This increase was primarily due to an increase in other selling, general and administrative expenses of$2.8 million , which was largely driven by a continued return to pre-pandemic levels of marketing and travel activities. We saw increases in depreciation, rent and management recruiting expenses of$1.2 million ,$0.8 million , and$0.3 million , respectively, during the 13 weeks endedOctober 29, 2022 primarily related to the opening of 11 new stores sinceOctober 30, 2021 and the recruiting and hiring of key senior managers. These increases were offset by a decrease in acquisition costs of$1.1 million due to the terminated merger withGreat Outdoors Group , a decrease in payroll expense of$1.3 million primarily due to store operational efficiencies and by pre-opening expenses of$0.3 million due to the timing of opening new stores. As a percentage of net sales, selling, general, and administrative expenses increased to 28.4% of net sales in the third quarter of fiscal year 2022, compared to 24.9% of net sales in the third quarter of fiscal year 2021, due to the same reasons disclosed for the increase in selling, general, and administrative expenses. Interest Expense. Interest expense increased by$0.8 million , or 200.0%, to$1.2 million during the 13 weeks endedOctober 29, 2022 from$0.4 million for the comparable 13-week period of fiscal year 2021. Interest expense 24
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increased primarily as a result of increased borrowings on our revolving credit facility and higher interest rates during the third quarter of fiscal year 2022 compared to the third quarter of fiscal year 2021. Income Taxes. We recognized income tax expense of$4.4 million during the 13 weeks endedOctober 29, 2022 compared to an income tax expense of$7.4 million during the comparable 13-week period of fiscal year 2021. Our effective tax rates during the 13 weeks endedOctober 29, 2022 andOctober 30, 2021 were 25.6% and 25.2%, respectively. Our effective tax rate will generally differ from theU.S. Federal statutory rate of 21.0%, due to state taxes, permanent items, and discrete items relating to stock award deductions.
Thirty-Nine Weeks Ended
Net Sales . Net sales decreased by$69.5 million , or 6.4%, to$1,020.2 million during the 39 weeks endedOctober 29, 2022 compared to$1,089.8 million in the corresponding period of fiscal year 2021. Our net sales decreased primarily due to lower demand across most product categories as we anniversaried the increased demand during the first half of fiscal 2021 driven by the COVID-19 economic stimulus package (the American Rescue Plan) and social unrest and the impact of current year consumer inflationary pressures and recessionary concerns. These headwinds were partially offset by our opening of 11 new stores sinceOctober 30, 2021 . Stores that have been open for less than 12 months and were, therefore, not included in our same store sales, contributed$68.1 million to net sales. Same store sales decreased by 12.1% for the 39 weeks endedOctober 29, 2022 compared to the comparable 39-week period of fiscal year 2021, primarily driven by decreased demand in most of our product categories. Same store sales increased by 28.8% during the 39 weeks endedOctober 29, 2022 compared to the comparable 39-week period of fiscal year 2019, primarily driven by increased participation in most product categories. Our apparel category saw an increase of$2.9 million during the 39 weeks endedOctober 29, 2022 compared to the comparable 39-week period of fiscal year 2021 primarily due to the opening of 11 new stores sinceOctober 30, 2021 . Our hunting and shooting, fishing, camping, optics, electronics and accessories, and footwear categories saw decreases of$26.8 million ,$19.6 million ,$13.7 million ,$11.7 million and$0.6 million , respectively, during the 39 weeks endedOctober 29, 2022 compared to the comparable 39-week period of fiscal year 2021. Within the hunting and shooting department, our firearm category saw a decrease of$30.0 million or 12.2%, while our ammunition category saw an increase of$6.4 million or 3.7% during the 39 weeks endedOctober 29, 2022 compared to the comparable 39-week period of fiscal year 2021. The decrease seen in the firearm category is primarily due to softening of demand within certain types of firearm categories as we anniversaried the increased demand during the first half of fiscal 2021 driven by the COVID-19 economic stimulus package (the American Rescue Plan) and social unrest and the impact of current year consumer inflationary pressures. These headwinds were partially offset by the opening of 11 new stores sinceOctober 30, 2021 . The increase in the ammunition category is due to a decrease in supply chain disruptions in this category as well as the opening of 11 new stores sinceOctober 30, 2021 . With respect to same store sales, during the 39 weeks endedOctober 29, 2022 , our fishing, optics, electronics and accessories, camping, hunting and shooting, footwear and apparel departments saw decreases of 20.5%, 16.7%, 14.0%, 11.5%, 5.8% and 2.1%, respectively, compared to the comparable 39-week period of fiscal year 2021 primarily due to lower demand across most product categories as we anniversaried the increased demand during the first half of fiscal 2021 driven by the COVID-19 economic stimulus package (the American Rescue Plan) and social unrest and the impact of current year consumer inflationary pressures and recessionary concerns. As ofOctober 29, 2022 , we had 115 stores included in our same store sales calculation. Gross Profit. Gross profit decreased to$337.5 million during the 39 weeks endedOctober 29, 2022 compared to$353.7 million for the corresponding period of fiscal year 2021 primarily due to lower net sales. As a percentage of net sales, gross profit increased to 33.1% for the 39 weeks endedOctober 29, 2022 , compared to 32.5% for the corresponding period of fiscal year 2021 primarily driven by increased product margins across most departments and decreased shipping, freight and logistical expenses. Selling, General, and Administrative Expenses. Selling, general, and administrative expenses increased by$9.2 million , or 3.2%, to$295.4 million during the 39 weeks endedOctober 29, 2022 from$286.3 million for the comparable 39-week period of fiscal year 2021. This increase was primarily due to an increase in other selling, 25
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general and administrative expenses of$9.2 million , which was largely driven by a return to pre-pandemic levels of marketing and travel activities. Depreciation, rent and management recruiting expenses of$4.2 million ,$2.6 million , and$1.2 million , respectively, during the 39 weeks endedOctober 29, 2022 primarily related to the opening of 11 new stores sinceOctober 30, 2021 and the recruiting and hiring of key senior managers. These increases were offset by a decrease in acquisition costs of$6.4 million due to the terminated merger withGreat Outdoors Group and a decrease in payroll expense of$2.2 million primarily due to store operational efficiencies. Preopening expenses decreased by$0.2 million . As a percentage of net sales, selling, general, and administrative expenses increased to 29.0% of net sales in the first 39 weeks of fiscal year 2022, compared to 26.3% of net sales in the 39 weeks of fiscal year 2021, due to the same reasons disclosed for the increase in selling, general, and administrative expenses. Interest Expense. Interest expense increased by$1.6 million , or 177.8%, to$2.5 million during the 39 weeks endedOctober 29, 2022 from$0.9 million for the comparable 39-week period of fiscal year 2021. Interest expense increased primarily as a result of increased borrowings on our revolving credit facility and higher interest rates during the first 39 weeks of fiscal year 2022 compared to the first 39 weeks of fiscal year 2021. Income Taxes. We recognized income tax expense of$10.0 million compared to an income tax expense of$16.5 million during the 39 weeks endedOctober 29, 2022 andOctober 30, 2021 , respectively. Our effective tax rate for the 39 weeks endedOctober 29, 2022 andOctober 30, 2021 was 25.3% and 24.8%, respectively. Our effective tax rate will generally differ from theU.S. Federal statutory rate of 21.0%, due to state taxes, permanent items, and discrete items relating to stock award deductions. Seasonality Due to the openings of hunting season across the country and consumers' holiday buying patterns, net sales are typically higher in the third and fourth fiscal quarters than in the first and second fiscal quarters. We also incur additional expenses in the third and fourth fiscal quarters due to higher sales volume and increased staffing in our stores. We anticipate that our net sales will continue to reflect this seasonal pattern. The timing of our new retail store openings also may have an impact on our quarterly results. First, we incur certain non-recurring expenses related to opening each new retail store, which are expensed as they are incurred. Second, most store expenses generally vary proportionately with net sales, but there is also a fixed cost component, which includes occupancy costs. These fixed costs typically result in lower store profitability during the initial period after a new retail store opens. Due to both of these factors, new retail store openings may result in a temporary decline in operating profit, in dollars and/or as a percentage of net sales. Weather conditions affect outdoor activities and the demand for related apparel and equipment. Customers' demand for our products, and, therefore, our net sales, can be significantly impacted by weather patterns on a local, regional and national basis. Liquidity and Capital Resources
Overview; Sources and Uses of Cash
Our primary cash requirements are for seasonal working capital needs and capital expenditures related to opening and acquiring new store locations. For both the short-term and the long-term, our sources of liquidity to meet these needs have primarily been borrowings under our revolving credit facility, operating cash flows and short and long-term debt financings from banks and financial institutions. In addition, onDecember 2, 2021 we received a$55.0 million cash payment fromGreat Outdoors Group, LLC ("Great Outdoors Group ") in connection with the termination of our previously pending merger with a subsidiary ofGreat Outdoors Group . We believe that our cash on hand, cash generated by operating activities and funds available under our revolving credit facility will be sufficient to finance our operating activities for at least the next twelve months and beyond. Material Cash Requirements 26
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Our material cash requirements are primarily for opening and acquiring new store locations, along with our general operating expenses and other expenses discussed below.
Purchase Obligations. In the ordinary course of business, we enter into arrangements with vendors to purchase merchandise in advance of expected delivery. We or the vendor can generally terminate the purchase orders at any time. These purchase orders do not contain any termination payments or other penalties if cancelled. During fiscal 2021, we used cash to increase our inventory levels after the increased demand during the pandemic reduced our inventory. We have returned to more historical levels of inventory purchases during fiscal 2022 Operating Lease Obligations. Lease commitments consist principally of leases for our retail stores, corporate office and distribution center. Our leases often include options which allow us to extend the terms beyond the initial lease term. For the remainder of 2022, our expected operating lease payments will be$16.4 million and our total committed lease payments are$414.0 million as ofOctober 29, 2022 . Other operating lease obligations consist of distribution center equipment. Additional information regarding our operating leases is available in our Fiscal 2021 Form 10-K. Capital Expenditures. For the 39 weeks endedOctober 29, 2022 , we incurred approximately$38.5 million in capital expenditures primarily related to the construction of new stores and the refurbishment of existing stores during the period. We expect capital expenditures between$48 million and$55 million for fiscal year 2022 primarily to refurbish some of our existing stores and to open 9 new stores in fiscal year 2022. We intend to fund these capital expenditures with our operating cash flows, cash on hand and funds available under our revolving credit facility. Other investment opportunities, such as potential strategic acquisitions or store expansion rates in excess of those presently planned, may require additional funding. Principal and Interest Payments. We maintain a$350.0 million revolving credit facility. As ofOctober 29, 2022 ,$120.2 million was outstanding under the revolving credit facility. Assuming no additional repayments or borrowings on our revolving credit facility afterOctober 29, 2022 our interest payments would be approximately$4.0 million for fiscal year 2022 based on the interest rate atOctober 29, 2022 . See below under "Indebtedness" for additional information regarding our revolving credit facility, including the interest rate applicable to any borrowing under such facility. Share Repurchase Authorization. Our board authorized a share repurchase program to allow for the repurchase of up to$75.0 million of outstanding shares of our common stock for the period fromMarch 31, 2022 toMarch 31, 2023 . We may repurchase shares of our common stock at any time or from time to time, without prior notice, subject to market conditions and other considerations. Our repurchases may be made through Rule 10b5-1 plans, accelerated share repurchase transactions, open market purchases, privately negotiated transactions, tender offers, block purchases or other transactions. We intend to fund repurchases under the repurchase program using cash on hand or available borrowings under our revolving credit facility. We have no obligation to repurchase any shares of our common stock under the share repurchase program and we may modify, suspend or discontinue it at any time. As ofOctober 29, 2022 , we had repurchased 6,541,358 shares of our common stock for$62.4 million , utilizing cash on hand and available borrowings under our revolving credit facility.
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