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SPORTSMAN'S WAREHOUSE HOLDINGS, INC.

(SPWH)
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Sportsman Warehouse : WAREHOUSE HOLDINGS, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (form 10-Q)

06/04/2021 | 09:28am EDT

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 2020 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 Midvale, Utah. Today, we operate 112 stores in 27 states, totaling approximately 4.5 million gross square feet. 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 operating and reportable segment.



                              Recent Developments


Proposed Merger with Great Outdoors Group, Inc.

On December 21, 2020, Sportsman's Warehouse entered into an Agreement and Plan of Merger (the "Merger Agreement") with Great Outdoors Group and Phoenix Merger Sub I, Inc., a Delaware corporation and a wholly owned subsidiary of Great Outdoors Group ("Merger Subsidiary"). Pursuant to the terms and conditions set forth in the Merger Agreement, Merger Subsidiary will be merged with and into Sportsman's Warehouse, with Sportsman's Warehouse continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of Great Outdoors Group. Subject to the terms and conditions set forth in the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each share of Sportsman's Warehouse common stock, par value $0.01 per share (the "Shares") outstanding immediately prior to the Effective Time (other than such Shares held by (i) Great Outdoors Group, Merger Subsidiary, or any other subsidiary of Great Outdoors Group, (ii) Sportsman's Warehouse or its subsidiaries, as treasury stock or (iii) stockholders of Sportsman's Warehouse who properly exercised their appraisal rights for such Shares under the Delaware General Corporation Law) will automatically be cancelled and converted into the right to receive $18.00 per Share in cash, without interest and less any applicable withholding taxes.

The Merger Agreement has been unanimously adopted by the board of directors of Sportsman's Warehouse, and the stockholders of Sportsman's Warehouse approved the Merger at the special stockholders meeting held on March 23, 2021. Completion of the Merger is subject to the satisfaction of several conditions, including: (i) the expiration or termination of any applicable waiting period (and any extensions thereof) relating to the Merger under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"); (ii) the absence of any order, injunction, or other judgment by any governmental authority of competent jurisdiction that enjoins or otherwise prohibits the consummation of the Merger; (iii) the accuracy of each party's representations and warranties (subject to certain qualifications); (iv) each party's performance in all material respects of its obligations contained in the Merger Agreement; and (v) the absence of a material adverse effect on Sportsman's Warehouse.

Assuming receipt of required clearance pursuant to the HSR Act and timely satisfaction of other conditions to closing, we currently expect the closing of the Merger to occur in the second half of calendar year 2021. For more information on the Merger, see "Part I. Item 1. Business-Proposed Merger with Great Outdoor Groups, Inc." and "Part I. Item 1A. Risk Factors-Risks Related to the Proposed Merger" in the Fiscal 2020 Form 10-K







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Update on Impact of COVID-19 Pandemic

Since mid-March of 2020 through the end of the first quarter 2021, the Company has experienced a significant increase in sales. A larger than normal portion of those sales has come from certain product categories, particularly firearms and ammunition.

The increased demand we have experienced since mid-March 2020 resulted in our net sales increasing by 32.5% to $327.0 million during the first quarter of 2021 compared to the first quarter of 2020. Further, our same store sales increased 24.1% during the first quarter of 2021 compared to the corresponding period of fiscal 2020. Gross profit increased to $104.0 million during the first quarter of 2021 compared to $74.8 million for the corresponding period of fiscal year 2020. As a percentage of net sales, gross profit increased to 31.8% for the first quarter of fiscal 2021 compared to 30.3% for the corresponding period of fiscal year 2020. As of the filing of this 10-Q, all of our 112 stores are open with no significant restrictions or limitations on their operations. In early fiscal year 2020, we were required to temporarily close four of our stores and significantly limit operations at eight other locations as a result of local and state regulations related to the COVID-19 pandemic. We have taken many actions and made numerous policy changes to adjust our operations in an effort to limit the spread of COVID-19, including requiring masks to be worn at our facilities, installing plastic barriers in stores, additional store and distribution center cleanings and implementing social distancing requirements, among others. Despite our efforts, we may be required to further restrict the operations of our stores and our distribution center 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 with various vendors as a result of restrictions or limitations on their operations due to the pandemic. While our increase in sales shows a significant demand for firearms and ammunition during the pandemic that we believe is outpacing supply, we do not believe supply chain disruptions resulting from restrictions and limitations on supplier operations caused by the pandemic are resulting in significantly less supply and we are working closely with our vendors to limit such disruption.

While we have experienced increased sales, especially in our hunting and shooting category, since the beginning of the COVID-19 pandemic, we cannot predict the future impact on us of the COVID-19 outbreak. For instance, the impact of the pandemic on the general economy could impact consumer behavior and dampen discretionary spending. The future impact of the COVID-19 pandemic will depend on a number of future developments, which are highly uncertain and cannot be predicted, including, but not limited to the duration, spread and severity of the COVID-19 outbreak, the resurgence of COVID-19, the effects of the outbreak on our customers and vendors and the remedial actions and stimulus measures adopted by local and federal governments.

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 the related weak, or weakening of, economic or other negative conditions, have impacted our business, and could result in a material adverse effect on our operations, liquidity, financial condition and financial results." in our Fiscal 2020 Form 10-K.




                 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


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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:

? the 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 new stores and acquiring store locations is also an important part of our growth strategy. While our target is to grow square footage at a rate of greater than 8%-10% annually, we may deviate from this target 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 or acquiring

new store locations;

? 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 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.



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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, 12 of our current stores are being impacted by minimum wage increases in fiscal year 2021 that have and will continue to drive up our selling, general, and administrative costs during fiscal year 2021.

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 1,        May 2,
                                                   2021          2020
Percentage of net sales:
Net sales                                           100.0%        100.0%
Cost of goods sold                                    68.2          69.7
Gross profit                                          31.8          30.3

Selling, general, and administrative expenses 27.7 30.5 Income (loss) from operations

                          4.1         (0.2)
Interest expense                                       0.1           0.6
Income (loss) before income taxes                      4.0         (0.8)
Income tax expense (benefit)                           0.9         (0.3)
Net income (loss)                                     3.1%        (0.5)%
Adjusted EBITDA                                       7.2%          3.3%



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


                                                                  Thirteen Weeks Ended
                                                                  May 1,        May 2,
Department                        Product Offerings                2021          2020
Camping                 Backpacks, camp essentials, canoes           11.3%         10.2%
                        and kayaks, coolers, outdoor cooking
                        equipment, sleeping bags, tents and
                        tools
Apparel                 Camouflage, jackets, hats, outerwear,         6.4%          4.4%
                        sportswear, technical gear and work
                        wear
Fishing                 Bait, electronics, fishing rods,             11.5%         10.1%
                        flotation items, fly fishing, lines,
                        lures, reels, tackle and small boats
Footwear                Hiking boots, socks, sport sandals,           6.1%          4.4%
                        technical footwear, trail shoes,
                        casual shoes, waders and work boots
Hunting and Shooting    Ammunition, archery items, ATV               58.6%         65.6%
                        accessories, blinds and tree stands,
                        decoys, firearms, reloading equipment
                        and shooting gear
Optics, Electronics,    Gift items, GPS devices, knives,              6.1%          5.3%
Accessories, and        lighting, optics, two-way radios, and
Other                   other license revenue, net of revenue
                        discounts
Total                                                               100.0%        100.0%



Thirteen Weeks Ended May 1, 2021 Compared to Thirteen Weeks Ended May 2, 2020

Net Sales. Net sales increased by $80.2 million, or 32.5%, to $327.0 million during the 13 weeks ended May 1, 2021 compared to $246.8 million in the corresponding period of fiscal year 2020. Our net sales increased due to a variety of reasons including; increased participation in outdoor activities, increased demand through our e-commerce platform, and demand driven by the change in consumer behavior associated with the COVID-19 pandemic. 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 increased by 24.1% for the 13 weeks ended May 1, 2021 compared to the comparable 13 week period of fiscal year 2020, primarily driven by increases in all of our departments.

All of our departments had increases in net sales for the 13 weeks ended May 1, 2021 compared to the corresponding period in fiscal year 2020, led by our hunting and shooting department with an increase in net sales of $29.5 million, or 18.2%. Our fishing, camping, apparel, footwear and optics, electronics, and accessories departments saw increases of $12.4 million, $11.7 million, $10.3 million, $9.0 million and $6.7 million, respectively, in the first quarter of fiscal year 2021 compared to the comparable 13-week period of fiscal year 2020 due to increased traffic within our stores and


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online. Within hunting, our firearm category saw an increase of $19.6 million or 28.4% and our ammunition category saw a decrease of $3.8 million or 6.5%, in the first quarter of fiscal year 2021 compared to the comparable 13-week period of fiscal year 2020. The decrease seen in the ammunition category is due to the lack of supply in the market as a result of supply chain disruptions caused by the COVID-19 pandemid and demand that is outpacing manufacturing capacity.

Each of our departments also had increases in same store sales, for the 13 weeks ended May 1, 2021. Our clothing, footwear, optics, electronics, and accessories, fishing, camping, and hunting departments had increases of 85.4%, 73.0%, 46.7%, 40.3%, 39.1% and 9.6%, respectively, for the first quarter of fiscal year 2021 compared to the comparable 13-week period of fiscal year 2020. We saw a substantial increase in same store sales for our clothing and footwear departments because of a significant change in consumer behavior as it relates to the purchasing of clothing and footwear in during the first quarter of 2021 compared to the first quarter of 2020. As of May 1, 2021, we had 105 stores included in our same store sales calculation.

Gross Profit. Gross profit increased to $104.0 million during the 13 weeks ended May 1, 2021 compared to $74.8 million for the corresponding period of fiscal year 2020 primarily as a result of increased sales. As a percentage of net sales, gross profit increased to 31.8% for the 13 weeks ended May 1, 2021, compared to 30.3% for the corresponding period of fiscal year 2020 due to a higher portion of our sales coming from our clothing and footwear categories, which tend to have better margins. Gross margin also increased due to volume incentives, and other adjustments. We expect a continued higher than normal proportion of revenue to come from firearms and ammunition, and a higher volume of sales to be conducted through our e-commerce platform. Both of these factors will continue to put downward pressure on gross margin which may be partially offset by improved product margins and increased sales in higher margin categories such as clothing and footwear.

Selling, General, and Administrative Expenses. Selling, general, and administrative expenses increased by $15.2 million, or 20.2%, to $90.4 million during the 13 weeks ended May 1, 2021 from $75.2 million for the comparable 13-week period of fiscal year 2020. This increase was primarily due to an increase in our payroll expense of $10.2 million, which was the result of opening 7 new stores since the end of the first quarter of fiscal year 2020, and minimum wage increases impacting 12 of our stores in fiscal year 2021. We also had increases in acquisition costs of $2.8 million due to costs relating to the pending merger with Great Outdoors Group, as well as increases in rent and other selling, general and administrative costs of $1.8 million, and $0.9 million, respectively, during the 13 weeks ended May 1, 2021 primarily related to the opening of 7 new stores since May 2, 2020. These increases were partially offset by a reduction in depreciation and pre-opening expenses of $0.4 million and $0.2 million, respectively, during the 13 weeks ended May 1, 2021. As a percentage of net sales, selling, general, and administrative expenses decreased to 27.8% of net sales in the first quarter of fiscal year 2021, compared to 30.5% of net sales in the first quarter of fiscal year 2020, primarily as a result of the significant increase in net sales we experienced in the first quarter of fiscal year 2021 compared to the first quarter of fiscal year 2020.

Interest Expense. Interest expense decreased by $1.3 million, or 85.3%, to $0.2 million during the 13 weeks ended May 1, 2021 from $1.5 million for the comparable 13-week period of fiscal year 2020. Interest expense decreased primarily as a result of no debt balance during the first quarter of fiscal year 2021 compared to the first quarter of fiscal year 2020. The interest expense recorded during the 13 weeks ended May 1, 2021 consists of fees charged on the unused portion of our line of credit.

Income Taxes. We recognized income tax expense of $3.0 million compared to an income tax benefit of $0.8 million during the 13 weeks ended May 1, 2021 and May 2, 2020, respectively. Our effective tax rate for the 13 weeks ended May 1, 2021 and May 2, 2020 was 22.0% and 42.9%, 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 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. While we typically would expect our net sales to continue to reflect this seasonal pattern, we may not recognize higher sales


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volume in the third and fourth fiscal quarters of fiscal year 2021 because of the significant spike in sales as a result of the increased demand during the COVID-19 pandemic and other factors noted above.

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

Our primary capital requirements are for seasonal working capital needs and capital expenditures related to opening and acquiring new store locations. 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 1, 2021, we incurred approximately $5.6 million in capital expenditures primarily related to the construction of new stores during the period. We expect total net capital expenditures between $42.0 million and $52.0 million for fiscal year 2021 primarily to refurbish many of our existing stores and to open eight to twelve new stores in fiscal year 2021. 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:

© Edgar Online, source Glimpses

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Financials (USD)
Sales 2022 1 445 M - -
Net income 2022 98,0 M - -
Net Debt 2022 - - -
P/E ratio 2022 18,5x
Yield 2022 -
Capitalization 780 M 780 M -
Capi. / Sales 2022 0,54x
Capi. / Sales 2023 0,56x
Nbr of Employees 5 000
Free-Float 97,6%
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Last Close Price 17,79 $
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Managers and Directors
Jonathan Barker President, Chief Executive Officer & Director
Robert K. Julian Chief Financial Officer & Secretary
Joseph P. Schneider Chairman
Phil Stevens Chief Technology Officer
Shane Miller Senior Vice President-Operations
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