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 Annual Report on Form 10-K for the fiscal year ended February 1, 2020. 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 every enthusiast 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 Midvale, Utah. Today, we operate 105 stores in 27 states, totaling approximately 4.2 million gross square feet. During fiscal year 2020 to date, we have opened two new stores, acquired one store, and closed one store. We list the locations of our stores on our website, www.sportsmans.com. We also operate an e-commerce platform at www.sportsmans.com.

Our stores and our e-commerce platform are aggregated into one single operating and reportable segment.





                              Recent Developments



Store Acquisitions


In March 2020, we closed one acquisition of the cash, inventory, furniture, fixtures, and equipment, and certain other assets related to one additional Field & Stream store located in Kentucky and operated by DICK'S for a total aggregate purchase price of $2.1 million, which was funded through borrowings under our revolving credit facility. In March 2020, we also entered into an asset purchase agreement for one additional acquisition of the cash, inventory, furniture, fixtures, and equipment, and certain other assets related to another Field & Stream store located in Michigan and operated by DICK'S. In May 2020, we closed on the acquisition of the Michigan location and funded the aggregate purchse price of $2.4 million through borrowins under our revolving credit facility.

Update on Impact of COVID-19 Pandemic

As noted in our Annual Report on Form 10-K for the fiscal year ended February 1, 2020, we experienced a significant increase in sales related to certain products, particularly firearms, ammunition and other personal protection gear, such as pepper spray and bear spray since mid-March 2020 that has continued through the date of this filing. We also continued to experience a significant increase in demand for used firearms during the first fiscal quarter, which we began selling in the back half of 2019. As a result of the increased demand for these product, our product mix during this fiscal quarter generally skewed towards our lower margin products. While we experience a significant increase in sales in our hunting department, we also recognized a softening of sales in our clothing and footwear department, which we believe is due to decreased consumer demand as a result of the COVID-19 pandemic. As of the filing of this report, zero of our 105 stores



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continue to be closed or have significant restrictions in place as a result of local and state regulations. We may further restrict the operations of our stores and our distribution facility if we deem this necessary or if recommended or mandated by authorities.

In addition, with respect to our supply chain, we continue to see some interruption out of China, primarily related to our camping and fishing products. However, we have not yet seen a significant financial impact due to these supply chain disruptions and we are working closely with our vendors to limit the disruption.

The extent to which the COVID-19 outbreak impacts our business, results of operations and financial condition will depend on future developments, which are highly uncertain and cannot be predicted, including, but not limited to the duration, spread, severity and impact of the COVID-19 outbreak, the effects of the outbreak on our customers and vendors and the remedial actions and stimulus measures adopted by local and federal governments, and to what extent normal economic and operating conditions can resume. For more detailed information on the potential impact of COVID-19 to our business, we refer you to Item 1A, Risk Factors, "The novel coronavirus (COVID-19) pandemic, efforts to mitigate or disrupt the pandemic and related weak, or weakening of, economic or other negative conditions, may disrupt our business, which could have a material adverse effect on our operations, liquidity, financial condition and financial results." in our Annual Report on Form 10-K for the fiscal year ended February 1,2020.





                 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 EBITDA.

Net Sales and Same Store Sales

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 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. 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:

· Impact of the COVID-19 pandemic;

· changes or anticipated changes to regulations related to some of the products

we sell;

· consumer preferences, buying trends and overall economic trends;

· 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;

· changes in our product mix; and

· changes in pricing and average ticket sales.

Opening and acquiring new stores is also an important part of our growth strategy. While our target is to grow square footage at a rate of greater than 4%-6% annually, we may deviate from this target if attractive opportunities are presented to open or acquire stores outside of our target growth rate.





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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 or acquiring new stores;

· continuing to increase same store sales in our existing markets;

· increasing customer visits to our stores and improving our conversion rate

through focused marketing efforts and continually high standards of customer

service;

· increasing the average ticket sale per customer; and

· expanding our omni-channel capabilities.






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 clothing 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. Furthermore, 62 of our current stores are being impacted by minimum wage increases in fiscal year 2020 that have and will continue to drive up our selling, general, and administrative costs during fiscal year 2020.

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 Operations


The following table summarizes key components of our results of operations as a percentage of net sales for the periods indicated:




                                                      Thirteen Weeks Ended
                                                      May 2,        May 4,
                                                       2020          2019
    Percentage of net sales:
    Net sales                                           100.0%        100.0%
    Cost of goods sold                                    69.7          68.9
    Gross profit                                          30.3          31.1
    Selling, general, and administrative expenses         30.5          34.2
    Loss from operations                                 (0.2)         (3.1)
    Interest expense                                       0.6           1.2
    Loss before income taxes                             (0.8)         (4.3)
    Income tax benefit                                   (0.3)         (1.2)
    Net loss                                            (0.5)%        (3.1)%
    Adjusted EBITDA                                       3.3%          0.2%



The following table shows our sales during the periods presented by department:




                                                                 Thirteen Weeks Ended
                                                                 May 2,        May 4,
Department                       Product Offerings                2020          2019
Camping                Backpacks, camp essentials, canoes           10.2%         11.9%
                       and kayaks, coolers, outdoor cooking
                       equipment, sleeping bags, tents and
                       tools
Clothing               Camouflage, jackets, hats, outerwear,         4.4%          8.0%
                       sportswear, technical gear and work
                       wear
Fishing                Bait, electronics, fishing rods,             10.1%         12.1%
                       flotation items, fly fishing, lines,
                       lures, reels, tackle and small boats
Footwear               Hiking boots, socks, sport sandals,           4.4%          7.4%
                       technical footwear, trail shoes,
                       casual shoes, waders and work boots
Hunting and            Ammunition, archery items, ATV               65.6%         53.6%
Shooting               accessories, blinds and tree stands,
                       decoys, firearms, reloading equipment
                       and shooting gear
Optics,                Gift items, GPS devices, knives,              5.3%          7.0%
Electronics,           lighting, optics (e.g. binoculars),
Accessories, and       two-way radios, and other license
Other                  revenue, net of revenue discounts
Total                                                              100.0%        100.0%



Thirteen Weeks Ended May 2, 2020 Compared to Thirteen Weeks Ended May 4, 2019

Net Sales. Net sales increased by $72.8 million, or 41.8%, to $246.8 million during the 13 weeks ended May 2, 2020 compared to $174.0 million in the corresponding period of fiscal year 2019. We believe net sales increased due to a variety of reasons including; increased demand driven by the exit of competitors from key product categories, demand driven by the change in consumer behavior associated with the COVID-19 pandemic, and increased demand due to the upcoming presidential election. Stores that were opened in fiscal year 2020 and stores that have been open for less than 12 months and were, therefore, not included in our same store sales, contributed $23.3 million to net sales. Same store sales also increased by 28.6% for the 13 weeks ended May 2, 2020 compared to the comparable 13 week period of fiscal year 2019, primarily driven by increases across our hunting department.

Our hunting, camping, fishing, and optics, electronics, and accessories departments saw increases of $68.7 million, $4.7 million, $4.1 million, and $0.2 million, respectively, in the first quarter of fiscal year 2020 compared to the comparable 13-week period of fiscal 2019. Our clothing and footwear departments saw decreases of $3.1 million and $2.1 million, respectively, in the first quarter of fiscal year 2020 compared to the comparable 13-week period of fiscal 2019. Within



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hunting, our firearm and ammunition categories saw increases of $31.0 million and $30.1 million, respectively, in the first quarter of fiscal year 2020 compared to the comparable 13-week period of fiscal year 2019.

With respect to same store sales, during the 13 weeks ended May 2, 2020, our hunting, camping, and fishing departments had increases of 59.7%, 16.6%, and 8.5%, respectively, compared to the comparable 13-week period of fiscal year 2019. Our clothing, footwear, and optics, electronics and accessories departments had decreases of 30.2%, 21.6%, and 2.5%, respectively, compared to the comparable 13-week period of fiscal year 2019. We believe the decreases in our clothing and footwear department results were from decreased demand as a result of the COVID-19 pandemic. As of May 2, 2020, we had 92 stores included in our same store sales calculation.

Gross Profit. Gross profit increased to $74.8 million during the 13 weeks ended May 2, 2020 compared to $54.2 million for the corresponding period of fiscal year 2019. As a percentage of net sales, gross profit decreased to 30.3% for the 13 weeks ended May 2, 2020, compared to 31.1% for the corresponding period of fiscal year 2019 due to the change in sales mix in the quarter where the majority of revenue was generated from lower margin categories (firearms and ammunition) and a channel mix shift to higher e-commerce driven sales.

Selling, General, and Administrative Expenses. Selling, general, and administrative expenses increased by $15.7 million, or 26.4%, to $75.2 million during the 13 weeks ended May 2, 2020 from $59.5 million for the comparable 13-week period of fiscal year 2019. As a percentage of net sales, selling, general, and administrative expenses decreased to 30.5% of net sales in the first quarter of fiscal year 2020, compared to 34.2% of net sales in the first quarter of fiscal year 2019. We incurred additional payroll, other selling, general, and administration expenses, rent, depreciation, preopening, and acquisition expenses of $6.5 million, which includes $1.1 million of hazard pay, $5.4 million, $2.2 million, which includes $0.8 million of asset write-offs relating to the closing of one store during the quarter, $1.6 million, $0.1 million and $0.1 million, respectively, primarily related to the opening of new stores since May 4, 2019. Additionally, with respect to the increase in payroll, we have experienced minimum wage increases in 62 of our current stores.

Interest Expense. Interest expense decreased by $0.6 million, or 27.1%, to $1.5 million during the 13 weeks ended May 2, 2020 from $2.1 million for the comparable 13-week period of fiscal year 2019. Interest expense decreased primarily as a result of the paydown of debt during the quarter when compared to the corresponding period of fiscal year 2019.

Income Taxes. We recognized an income tax benefit of $0.8 million and $2.0 million during the 13 weeks ended May 2, 2020 and May 4, 2019, respectively. Our effective tax rate for the 13 weeks ended May 2, 2020 and May 4, 2019 was 42.9% and 26.9%, respectively. Our 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.



                                  Seasonality

Due to consumers' holiday buying patterns and the openings of hunting season across the country, 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 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 clothing 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.



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                        Liquidity and Capital Resources

Our primary capital requirements are for seasonal working capital needs and capital expenditures related to opening new stores. 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. 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.

For the 13 weeks ended May 2, 2020, we incurred approximately $4.8 million in capital expenditures, net of $1.0 million of cash paid for inventory purchased in conjunction with our acquisition, primarily related to the opening of new stores during the period. We expect total net capital expenditures between $22.0 million and $28.0 million for fiscal year 2020. We intend to fund our capital expenditures with operating cash flows 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.

Cash flows from operating, investing and financing activities are shown in the following table:

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