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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): November 17, 2016

 SPORTSMAN'S WAREHOUSE HOLDINGS, INC. 
 (Exact Name of Registrant as Specified in Its Charter) 
   
 DELAWARE 
 (State or Other Jurisdiction of Incorporation) 

 

001-36401 39-1975614
(Commission File Number) (I.R.S. Employer Identification No.)
   
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 November 17, 2016, Sportsman’s Warehouse Holdings, Inc. (the “Company”) issued a press release reporting its results of operations for the fiscal quarter ended October 29, 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 November 17, 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.
    
    
  By:/s/ Kevan P. Talbot
 Date: November 17, 2016 Kevan P. Talbot
   Chief Financial Officer and Secretary
     

EdgarFiling

EXHIBIT 99.1

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

MIDVALE, Utah, Nov. 17, 2016 (GLOBE NEWSWIRE) -- Sportsman's Warehouse Holdings, Inc. ("Sportsman's" or the “Company”) (Nasdaq:SPWH) today announced financial results for the thirteen weeks and thirty-nine weeks ended October 29, 2016.

For the thirteen weeks ended October 29, 2016:

John Schaefer, President and Chief Executive Officer, stated: "We are very pleased with our third quarter results as we again met each of our financial targets while maintaining and, in some cases, improving category level gross margins against an industry backdrop that remained very promotional at both the national and the local level. We believe our unique localization strategy, efficient business model and disciplined execution allowed us to continue to take share in our hard goods as well as apparel and footwear categories in the third quarter, as we further strengthen our position as the high growth retailer in the outdoor sporting goods segment of the retail marketplace.”

Mr. Schaefer continued, “We continue to make progress on our strategic priorities that enhance both our in store experience and e-commerce platform, which are resonating with our customer. As we look toward the fourth quarter and beyond, we remain focused on building on our track record of consistently delivering against our operational and financial goals.”

For the thirty nine weeks ended October 29, 2016:

Balance sheet highlights as of October 29, 2016:  

Fourth Quarter and Fiscal Year 2016 Outlook:

For the fourth quarter of fiscal year 2016, net sales are expected to be in the range of $230.0 million to $235.0 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 $11.4 million to $12.6 million. Earnings per diluted share is expected to be $0.27 to $0.30 on a weighted average of approximately 42.6 million estimated common shares outstanding.

For fiscal year 2016, net sales are expected to be in the range of $789.0 million to $794.0 million based on same store sales change in the range of 0.0% to 2.0% compared to fiscal year 2015. Net income is expected to be in the range of $30.5 million to $31.7 million, with diluted earnings per share of $0.72 to $0.75. Adjusted net income is expected to be in the range of $30.0 million to $31.2 million with adjusted earnings per diluted share of $0.71 to $0.74 (see “GAAP and Non-GAAP Measures”) on a weighted average of approximately 42.5 million estimated common shares outstanding.

Conference Call Information:

A conference call to discuss third quarter 2016 financial results is scheduled for today, November 17, 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 income, adjusted diluted earnings 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 fourth 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 the Company’s Form 10-K for the fiscal year ended January 30, 2016 which was filed with the SEC on March 24, 2016 and the Company’s 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 Statements of Income (Unaudited)
(in thousands, except share and per share data)
                
                
 For the Thirteen Weeks Ended   For the Thirty-Nine Weeks Ended  
                
 October 29, 2016 % of net
sales		 October 31, 2015 % of net
sales		 October 29, 2016 % of net
sales		 October 31, 2015 % of net
sales
                
Net sales$217,161   100.0 % $192,122   100.0 % $558,580   100.0 % $498,215   100.0 %
Cost of goods sold 142,896   65.8 %  125,557   65.4 %  369,658   66.2 %  330,497   66.3 %
Gross profit 74,265   34.2 %  66,565   34.6 %  188,922   33.8 %  167,718   33.7 %
                
Operating expenses:               
Selling, general and administrative expenses 53,719   24.7 %  47,396   24.6 %  149,348   26.7 %  130,515   26.1 %
Income from operations 20,546   9.5 %  19,169   10.0 %  39,574   7.1 %  37,203   7.6 %
Interest expense (3,402)  (1.6%)  (3,659)  (1.9%)  (10,132)  (1.8%)  (10,567)  (2.1%)
Income before income tax expense 17,144   7.9 %  15,510   8.1 %  29,442   5.3 %  26,636   5.5 %
Income tax expense (6,630)  (3.1%)  (5,969)  (3.1%)  (10,313)  (1.8%)  (10,255)  (2.1%)
Net income$10,514   4.8 % $9,541   5.0 % $19,129   3.5 % $16,381   3.4 %
                
Earnings per share               
Basic$0.25    $0.23    $0.45    $0.39   
Diluted$0.25    $0.23    $0.45    $0.39   
                
Weighted average shares outstanding               
Basic 42,245     42,004     42,125     41,953   
Diluted 42,558     42,362     42,465     42,286   
                

 

SPORTSMAN’S WAREHOUSE HOLDINGS, INC.
Condensed Consolidated Balance Sheets (Unaudited)
(in thousands)
    
    
Assets   
October 29, 2016 January 30, 2016
Current assets:   
Cash and cash equivalents$2,691  $2,109 
Accounts receivable, net 469   469 
Merchandise inventories 304,044   217,794 
Prepaid expenses and other 4,725   9,337 
Deferred income taxes -   3,001 
Total current assets 311,929   232,710 
Property and equipment, net 83,446   62,432 
Deferred income taxes 4,902   2,263 
Definite lived intangible assets, net 2,569   3,923 
 $402,846  $301,328 
 . .
Liabilities and Stockholders’ Equity (Deficit)   
Current liabilities:   
Accounts payable$71,408  $46,698 
Accrued expenses 54,168   42,480 
Income taxes payable 1,276   1,779 
Revolving line of credit 85,313   25,263 
Current portion of long-term debt, net of discount and debt issuance costs 983   8,683 
Current portion of deferred rent 3,291   3,018 
Total current liabilities 216,439   127,921 
    
Long-term liabilities:   
Long-term debt, net of discount, debt issuance costs, and current portion 133,970   146,333 
Deferred rent credit, net of current portion 33,875   29,133 
Total long-term liabilities 167,845   175,466 
Total liabilities 384,284   303,387 
    
Stockholders’ equity (deficit):   
Common stock 422   420 
Additional paid-in capital 79,249   77,757 
Accumulated deficit (61,109)  (80,236)
Total stockholders’ equity (deficit) 18,562   (2,059)
 $402,846  $301,328 
    

 

SPORTSMAN’S WAREHOUSE HOLDINGS, INC.
Condensed Consolidated Statements of Cash Flows (Unaudited)
(in thousands)
     
  October 29, 2016 October 31, 2015
CASH FLOWS FROM OPERATING ACTIVITIES     
Net income $19,129  $16,381 
Adjustments to reconcile net income to net     
cash used in operating activities:     
Depreciation and amortization  8,808   7,210 
Amortization of discount on debt and deferred financing fees  932   552 
Amortization of Intangible  1,354   1,354 
Change in deferred rent  5,015   1,413 
Deferred taxes  362   1,725 
Excess tax benefits from stock-based compensation arrangements  (449)  (283)
Stock based compensation  2,463   1,671 
Change in assets and liabilities:     
Accounts receivable, net  -   32 
Merchandise inventory  (86,250)  (67,973)
Prepaid expenses and other  4,492   1,656 
Accounts payable  24,709   33,408 
Accrued expenses  4,346   (1,029)
Income taxes  (54)  7,739 
Net cash provided by (used in) operating activities   (15,143)  3,856 
     
CASH FLOWS FROM INVESTING ACTIVITIES:     
Purchase of property and equipment  (30,757)  (29,820)
Proceeds from sale-leaseback transactions  2,741   7,764 
Net cash used in investing activities   (28,016)  (22,056)
     
CASH FLOWS FROM FINANCING ACTIVITIES:     
Net borrowings on LOC  60,050   7,777 
Increase in book overdraft  5,535   12,566 
Issuance of common stock per employee stock purchase plan  258   - 
Excess tax benefits from stock-based compensation  -   283 
Payment of withholdings on restricted stock units  (1,228)  (1,036)
Principal payments on long-term debt  (20,874)  (1,200)
Net cash provided by financing activities   43,741   18,390 
     
Net change in cash and cash equivalents  582   190 
Cash and cash equivalents at beginning of year  2,109   1,751 
Cash and cash equivalents at end of period $2,691  $1,941 
     

 

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 For the Thirty-Nine Weeks Ended
         
  October 29, 2016 October 31, 2015 October 29, 2016 October 31, 2015
Income from operations$20,546  $19,169  $39,574  $37,203 
Secondary offering expenses (1) -   727   143   727 
Litigation accrual reversal (2) -   -   -   (4,000)
Adjusted income from operations$20,546  $19,896  $39,717  $33,930 
         
Reconciliation of GAAP net income and GAAP diluted weighted average shares outstanding to adjusted net income and adjusted weighted average shares outstanding:
         
Numerator:       
 Net income$10,514  $9,541  $19,129  $16,381 
 Secondary offering expenses (1) -   727   143   727 
 Prior year tax credits (3) -   -   (602)  - 
 Litigation accrual reversal (2) -   -   -   (4,000)
 Less tax impact of the above items -   (280)  -   1,260 
 Adjusted net income$10,514  $9,988  $18,670  $14,368 
         
Denominator:       
 Diluted weighted average shares outstanding 42,558   42,362   42,465   42,286 
         
Reconciliation of earnings per share:       
Dilutive earnings per share$0.25  $0.23  $0.45  $0.39 
Impact of adjustments to numerator -   0.01   (0.01)  (0.05)
Adjusted earnings per share$0.25  $0.24  $0.44  $0.34 
         
Reconciliation of net income to adjusted EBITDA:       
Net income$10,514  $9,541  $19,129  $16,381 
Interest expense 3,402   3,659   10,132   10,567 
Income tax expense 6,630   5,969   10,313   10,255 
Depreciation and amortization 3,696   3,033   10,162   8,564 
Stock-based compensation expense (4) 906   594   2,463   1,671 
Pre-opening expenses (5) 985   606   3,509   2,697 
Secondary offering expenses (1) -   727   143   727 
Litigation accrual reversal (2) -   -   -   (4,000)
Adjusted EBITDA$26,133  $24,129  $55,851  $46,862 
         
(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) Based on the court’s most recent judgment in our favor regarding the Lacey Marketplace litigation, we determined that the likelihood of loss in this case is not probable, and, as such, we reversed the previous accrual of $4.0 million in our results for the 13 weeks and 26 weeks ended August 1, 2015.
(3) Tax credits recognized in the current year that were not previously taken in prior years.
(4) 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.
(5) 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 fourth quarter and 2016 full year guidance:       
         
  Estimated Q4 '16 Estimated FY '16
         
  Low High Low High
         
Numerator:       
 Net income$11,370  $12,600  $30,500  $31,700 
 Secondary offering expenses (1) -   -   143   143 
 Prior year tax credits (2) -   -   (602)  (602)
 Adjusted net income$11,370  $12,600  $30,041  $31,241 
         
Denominator:       
 Diluted weighted average shares outstanding 42,600   42,600   42,500   42,500 
         
Reconciliation of earnings per share:       
Diluted earnings per share$0.27  $0.30  $0.72  $0.75 
Impact of adjustments to numerator and denominator -   -   (0.01)  (0.01)
Adjusted diluted earnings per share$0.27  $0.30  $0.71  $0.74 
         
(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