8-K

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): January 18, 2022

SPORTSMAN’S WAREHOUSE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

-
Delaware	001-36401	39-1975614
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

1475 West 9000, Suite A
West Jordan, Utah	84088
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (801) 566-6681

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 (see General Instruction A.2 below):

☐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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value	SPWH	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act:    ☐

Item 7.01. Regulation FD Disclosure.

On January 18, 2022, Sportsman’s Warehouse Holdings, Inc. (the “Company) issued a press release announcing certain financial highlights for the eight-week period ended December 25, 2021 and providing the Company’s fourth quarter and full fiscal year 2021 guidance. The press release is attached hereto as Exhibit 99.1.

In addition, the Company has updated its investor presentation, which is attached hereto as Exhibit 99.2. The updated presentation will also be available on the Company’s website at www.sportsmans.com in the “Events & Presentations” tab of the “Investor Relations” section. The Company disclaims any obligation to correct or update these materials in the future except to the extent required by applicable law.

The information in this Item 7.01, including Exhibit 99.1 and Exhibit 99.2 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.

Exhibit No.	Description
99.1	Press Release issued January 18, 2022.
99.2	Investor Presentation, dated January 2022.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

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/ Jon Barker
Name:	Jon Barker
Title:	President and Chief Executive Officer

Date: January 18, 2022

EX-99.1

Exhibit 99.1

Sportsman's Warehouse Holdings, Inc. Announces

Financial Highlights for the Eight Week Period Ended December 25, 2021

WEST JORDAN, Utah, January 18, 2022--Sportsman's Warehouse Holdings, Inc. ("Sportsman's Warehouse" or the “Company”) (Nasdaq: SPWH) today announced financial highlights for the eight weeks ended December 25, 2021.

“I am extremely proud of our team and the execution of our business through the holiday season of 2021.” said Jon Barker, Sportsman’s Warehouse CEO. “Overall our business showed tremendous strength across all categories despite a difficult comparison in firearms and ammunition. As we put the terminated merger process with Great Outdoors Group, LLC behind us, we are excited about the future and growth potential of the Company.”

For the eight weeks ended December 25, 2021:

· Net sales were $299.6 million, which was flat versus the comparable eight weeks of fiscal year 2020. Compared to the same eight-week period of fiscal year 2019, net sales increased 59.3% from $188.1 million.

· Same store sales decreased 6.1% during the eight weeks of fiscal year 2021 compared to the eight weeks of fiscal year 2020. Excluding firearms and ammunition same store sales increased 2.8% compared to the same eight-week period of fiscal year 2020.  Compared to the same eight weeks of fiscal year 2019, same store sales increased 38.7%.

· Same store sales in the Footwear, Optics/Electronics/Accessories, and Clothing categories increased 15.7%, 6.7%, and 4.4%, respectively, compared to the eight weeks of fiscal year 2020.

· Ecommerce sales increased 2.5% compared to the same eight-week period of fiscal year 2020. Compared to the same eight-week period of fiscal year 2019, ecommerce sales increased approximately 200%.

· The Company opened three new stores, which were located in Chandler, AZ; Elk Grove, CA; and Greenwood, IN.

· The Company received $55 million from the termination of its merger agreement with Great Outdoors Group, LLC and recorded a one-time gain.

Balance sheet highlights as of December 25, 2021:

· Cash on hand of $57.4 million, no long-term debt and $39.9 million outstanding under our revolving credit facility.

· Total liquidity of $216.1 million, which is comprised of our $57.4 million cash on hand plus $158.7 million available borrowing capacity under our revolving credit facility

Fourth Quarter and Fiscal Year 2021 Outlook:

For the fourth quarter of fiscal year 2021, the Company expects net sales and adjusted diluted earnings per share to be in the range of $405 to $410 million and $0.43 to $0.48, respectively. This guidance includes a headwind in January comparable sales as we anniversary the events of January 6, 2020 which drove significant demand in our firearms and ammunition categories.

For the full fiscal year 2021 the Company expects net sales and adjusted diluted earnings per share to be in the range of  $1,495 to $1,500 million and $1.66 to $1.71, respectively.

Investor Presentation

The Company updated its investor presentation to reflect its financial results through December 25, 2021 and its fourth quarter and full year guidance.  The updated presentation is available on the Company’s website at www.sportsmans.com in the “Events and Presentations” tab of the “Investor Relations” section.

Non-GAAP Information

This press release includes the use of adjusted diluted earnings per share, which is a non-GAAP financial measure as defined by the Securities and Exchange Commission (the “SEC”).  The Company defines adjusted diluted earnings per share as adjusted net income divided by diluted weighted average shares outstanding. The Company defines adjusted net income as net income adjusted for the $55 million gain (tax effected) relating to the termination of the merger with Great Outdoors Group, LLC and expenses incurred relating to the terminated merger with Great Outdoors Group, LLC.  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 earnings 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 the Company 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. 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 many factors including, but not limited to:  the potential impact of the termination of our merger agreement with Great Outdoors Group, LLC, including any impact on our stock price, business, financial condition and results of operations, and the potential negative impact to our business and employee relationships; current and future government regulations, in particular regulations relating to the sale of firearms and ammunition, which may impact the supply and demand for the Company’s products and the Company’s ability to conduct its business; the impacts of COVID-19 and measures intended to reduce its spread on the Company’s operations; the Company’s retail-based business model, which is impacted by general economic, market and financial uncertainties that may cause a decline in consumer spending; the Company’s concentration of stores in the Western United States, which makes the Company susceptible to adverse conditions in this region and could affect the Company’s sales and cause its operating results to suffer; the highly fragmented and competitive industry in which the Company operates and the potential for increased competition; changes in consumer demands, including regional preferences, which the Company may not be able to identify and respond to in a timely manner; the Company’s entrance into new markets or operations in existing markets, which may not be successful; 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 Annual Report on Form 10-K for the fiscal year ended January 30, 2021 which was filed with the SEC on April 2, 2021, 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,

2

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 Holdings, Inc. is an outdoor specialty retailer focused on meeting the needs of the seasoned outdoor veteran, the first-time participant, and everyone in between. We provide outstanding gear and exceptional service to inspire outdoor memories.

For press releases and certain additional information about the Company, visit the Investor Relations section of the Company's website at www.sportsmans.com.

Investor Contacts:

ICR Inc.

Rachel Schacter

investors@sportsmans.com

SPORTSMAN’S WAREHOUSE HOLDINGS, INC.

GAAP and Non-GAAP Measures (Unaudited)

(in thousands, except per share data)

Reconciliation of fourth quarter and 2021 full year guidance (in thousands, except per share data):

	Estimated Q4 '21				Estimated FY '21
	Low		High		Low		High
Numerator:
Net income	$	57,597	$	59,897	$	107,633	$	109,933
Gain on Deal Termniation, net of tax (1)	$	(40,920)	$	(40,920)	$	(40,920)	$	(40,920)
Acquisition costs, net of tax (2)	$	2,323	$	2,323	$	7,099	$	7,092
Adjusted net income	$	19,000	$	21,300	$	73,812	$	76,105
Denominator:
Diluted weighted average shares outstanding		44,500		44,500		44,500		44,500
Reconciliation of earnings per share:
Diluted earnings per share	$	1.29	$	1.35	$	2.42	$	2.47
Impact of adjustments to numerator and denominator		(0.87)		(0.87)		(0.76)		(0.76)
Adjusted diluted earnings per share	$	0.43	$	0.48	$	1.66	$	1.71

(1) Break-up fee received in conjunction with the termination of the pending merger with Great American Outdoor Group on December 2, 2021

(2) Expenses incurred relating to the pending merger with Great American Outdoor Group which was terminated on December 2, 2021

3

EX-99.2

Exhibit 99.2

INVESTOR PRESENTATION January 2022

FORWARD LOOKING STATEMENTS AND NON-GAAP MEASURES This presentation 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. These statements concern our business, operations and financial performance and condition as well as our plans, objectives and expectations for our business operations and financial performance and condition, which are subject to risks and uncertainties. These statements may include words such as “aim,” “anticipate,” “assume,” “believe,” “can have,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “likely,” “may,” “objective,” “plan,” “positioned,” “potential,” “predict,” “should,” “target,” “will,” “would” and other words and terms of similar meaning in connection with any discussion of the timing or nature of future operating or financial performance or other events or trends. These forward-looking statements are based on current expectations, estimates, forecasts and projections about our business and the industry in which we operate and our management’s beliefs and assumptions. We derive many of our forward-looking statements from our own operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that predicting the impact of known factors is very difficult, and we cannot anticipate all factors that could affect our actual results. All of our forward-looking statements are subject to risks and uncertainties that may cause our actual results to differ materially from our expectations. Actual results may differ materially from these expectations due to many factors including, but not limited to: the potential impact of the termination of our merger agreement with Great Outdoors Group, LLC, including any impact on our stock price, business, financial condition and results of operations, and the potential negative impact to our business and employee relationships; current and future government regulations, in particular regulations relating to the sale of firearms and ammunition, which may impact the supply and demand for the Company’s products and the Company’s ability to conduct its business; the impacts of COVID-19 and measures intended to reduce its spread on the Company’s operations; the Company’s retail-based business model, which is impacted by general economic, market and financial uncertainties that may cause a decline in consumer spending; the Company’s concentration of stores in the Western United States, which makes the Company susceptible to adverse conditions in this region and could affect the Company’s sales and cause its operating results to suffer; the highly fragmented and competitive industry in which the Company operates and the potential for increased competition; changes in consumer demands, including regional preferences, which the Company may not be able to identify and respond to in a timely manner; the Company’s entrance into new markets or operations in existing markets, which may not be successful; 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 Annual Report on Form 10-K for the fiscal year ended January 30, 2021 which was filed with the SEC on April 2, 2021, 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 presentation 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. In this presentation, we refer to “Adjusted EBITDA,” “Adjusted EBITDA margin,” “Adjusted Net Income,” “Adjusted Diluted EPS,” and “Four-Wall Adjusted EBITDA Margin,”which are not financial measures prepared in accordance with Generally Accepted Accounting Principles (“GAAP”). For a reconciliation of these measures to the most directly comparable GAAP financial measure, see the Appendix to this presentation. As used herein, unless the context otherwise requires, references to “Sportsman’s Warehouse,” “we,” “us,” and “our” refer to Sportsman’s Warehouse Holdings, Inc. 2 2022 INVESTOR PRESENTATION

KEY INVESTMENT HIGHLIGHTS 1 Consistent double-digit four-wall 2 Strong growth opportunities due to heightened outdoor activity participation, Omni-channel capabilities, store expansion, and industry consolidation 3 Increasing market share in hunting, fishing, camping, and outdoor products via integrated omni-channel approach 4 Authentic, differentiated outdoor specialty retailer with a growing customer file and loyal customer base 5 Experienced management team with a proven track record of executing operational excellence adjusted EBITDA We Provide Outstanding Gear and Exceptional Service to Inspire Outdoor Memories 3 2022 INVESTOR PRESENTATION margins. Strong balance sheet with low leverage

SPORTSMAN’S WAREHOUSE AT A GLANCE (NASDAQ: SPWH) specialty retailer serving participants of all experience levels merchandising strategy 4 2022 INVESTOR PRESENTATION 1 As of 12/25/21 unless otherwise noted. 2 For fiscal year December 2021 TTM, period ended 12/25/21. 3 For period ended 12/25/21. See Appendix for reconciliation of non-GAAP measures. KEY FACTS1 DECEMBER 2021 TTM RESULTS3 SUSTAINABLE COMPETITIVE ADVANTAGES The largest, fastest growing public, pure-play outdoor Largest omni-channel hunting and shooting sports offering of any retailer, responsibly operating with industry-leading compliance Comprehensive, locally-relevant product assortment and Trusted guide due to highly-knowledgeable associates in local outdoor activities and related products NET SALES $1,528M GROSS PROFIT $494M ADJ. EBITDA $138M ADJ. EBITDA MARGIN 9.1% FOUNDED 1986 MARKET CAP ~$500M TOTAL EMPLOYEES ~8,000 CURRENT STORES 122 CURRENT STATES 29 AVG. STORE SIZE (SQ. FT.) ~38,000

LARGE, GROWING INDUSTRY WITH HIGH PARTICIPATION AND RETENTION INCREASING OUTDOOR PARTICIPATION of Americans participate in outdoor activities. Highest participation have the highest participation 49.1 million participants buyers in 2021 were under the Fishing Licenses4 firearm ownership among Women, African American, 5 2022 INVESTOR PRESENTATION CNBC “National parks are booming. That may ruin your next trip.” 08/22/21 1 Based on National Sporting Goods Association 2021 data, industry sources, and Company estimates. 2 NSSF. 3 Outdoor Foundation 2021 Participation Trends. 4 US Fish and Wildlife Service National Hunting License Data. 5 Increased Outdoor Participation3 53% rate on record High Outdoor Participation by Younger Demographic3 Hiking, Camping, and Fishing rates among ages 6-24 with Hunting and ©YOY increases Camping and National Park Use5 ©YOY increases Hunting and Shooting Sports2 ©12 million new gun owners since start of 2020 Repeat Customers2 22.1% of customers purchased a second firearm within 18 months of initial purchase Broad Industry Participation Increase2 44.5% of first time gun age of 40 Diverse Industry Participation2 YOY increase in first time Hispanic American, and Asian American population ESTIMATED INDUSTRY SIZE1 $70B+ SPWH Competitive advantages 9 National reach 9 Omni-channel platform 9 Everyday low prices 9 Service and knowledge of associates 9 Loyalty rewards and private label credit card

DIFFERENTIATED OUTDOOR SPECIALTY RETAIL EXPERIENCE 6 2022 INVESTOR PRESENTATION

ASSORTMENT STRATEGY | DEPTH, BREADTH, AND BRANDS PORTFOLIO OF BRANDS PRIVATE LABEL 7 2022 INVESTOR PRESENTATION

LOCAL ASSORTMENT STRATEGY | DEPTH, BREADTH, AND BRANDS IN-STORE MERCHANDISING AND PRODUCT ASSORTMENT 8 2022 INVESTOR PRESENTATION

DATA-DRIVEN, LOCAL MARKETING FOCUS of FY 2021 sales are ecommerce-driven website visitors in 2021 9 In-Store and Off-Site Events Ladies’ NightAddicted to Fishing Hold ~3,000 events annually Support Local and National Conservation Efforts Digital / E-commerce Strategy 2022 INVESTOR PRESENT ATION >10% >40M Effective “Localized” Advertising Targeted marketing budget is ~1% of sales

CONSERVATION AND RESTORATION COMMITTED TO LOCAL CONSERVATION AND RESTORATION Local Restoration Efforts 2021 • • • • 49 communities served ~2,000 hours of labor ~500 volunteers ~10k pounds of trash cleaned from public lands 2022 INVESTOR PRESENTATION 10

EXECUTING ON LONG-TERM GROWTH INITIATIVES Leverage Omni-Channel Platform Grow Loyalty and Credit Card Programs Expand Store Footprint Strategic Acquisitions Increase Assortment of Private Label 11 2022 INVESTOR PRESENTATION

THREE-PRONGED APPROACH TO ENHANCE OMNI-CHANNEL PLATFORM 1 BETTER USER EXPERIENCE ƒ ƒ Continuous category optimization Customers able to buy online: – Growing high double digits percentage vs. prior year (pickup in store and curbside) – Generating incremental foot traffic and sales Personalization and product recommendations for online shopping ƒ 2 LARGER ASSORTMENT AND INVENTORY ƒ Expanding: – – – SKUs Buy online, pickup in store (same day) Dropship expanding integration capabilities SHOP 12,000+ GUNS ƒ ƒ 3rd party federal firearm license (FFL) partnerships launched in 2019 and expanding Invested ~$6M in omni-channel systems over three years to grow ecommerce from 2% to >10% of total sales LEARN MORE 3 EXPAND CONTENT AND EXPERTISE ƒ ƒ ƒ Live Q&A and customer reviews Exclusive content including news, buyer’s guides, how to’s and wild game recipes Exclusive optics and holster pairing tool in store and on website 12 2022 INVESTOR PRESENTATION EXTENDING OUR GEOGRAPHIC REACH VIA OUR SIZEABLE FFL NETWORK

SUCCESSFUL LOYALTY PROGRAM AND CO-BRANDED CREDIT CARD LOYALTY REWARDS PROGRAM IS AMONG TOP IN THE INDUSTRY 5x Points earned on in-store purchases 3.0M+ existing members ~50% of Revenue generated from program1 2x Spend over non-members Exclusive Events and sales for members 13 2022 INVESTOR PRESENTATION 1 For December 2021 TTM period ended 12/25/21. CO-BRANDED VISA CREDIT CARD ƒ Sportsman’s VISA including a store only credit card option with up to 12-month no-interest financing on large ticket items ($300+) ƒ Extends customer benefits to current loyalty program through additional, personalized experiences (e.g., exclusive classes and events) ƒ Access to full suite of data-driven marketing services to further drive brand loyalty and sales ƒ Enhanced data analytics to understand customer shopping behavior within and outside our brand ƒ 100% issuance growth year-to-date

STRONG OMNI-CHANNEL GROWTH HIGHLIGHTS U.S. FOOTPRINT ƒ Robust ecommerce sales growth with strong traffic to Sportsmans.com Opened 10 new SPWH stores in 2021 Announcing 5 new stores and expectation of 7-10 new stores in 2022 ƒ ƒ ƒ ƒ ƒ ƒ ƒ Stansbury, Utah Saratoga Springs, Utah Riverton, Wyoming Santee, California Cincinnati, Ohio Sportsman’s Warehouse Stores 2022 New Stores Ecommerce Sales Acceleration Complemented by New Store Growth 14 2022 INVESTOR PRESENTATION

DISCIPLINED STORE EXPANSION STRATEGY Strong Emphasis on Data Analytics and Financial Rigor 15 2022 INVESTOR PRESENTATION FINANCIAL TARGETS ƒ>10% 4-wall EBITDA margin upon maturity ƒ>20% ROIC (including initial inventory) upon maturity ƒMaturity of new stores expected within 18-24 months STRATEGIC FILTERS ƒData-driven market prioritization to expand footprint ƒConvenient location ƒFlexible store formats (7,500 – 65,000 sq. ft.)

EXPAND EXCLUSIVE PRODUCT PENETRATION ƒ Good, Better, Best Strategy to complement portfolio of brand name suppliers – – – Good: Sportsman’s Warehouse Better: Rustic Ridge, Lost Creek, Vital Impact Best: Killik, Yukon Gold ƒ Sourcing – – – – Use of low-cost trading partners Product development using third-party firms and direct factory resources Utilize technology of branded product at value pricing Direct sourcing opportunities in apparel, footwear, camping and cooking ƒ Product category – – – Apparel: expansion of better and best product options Camping and Cooking: direct factory sourcing Firearms: leveraging purchasing power for exclusive products from key manufacturers 16 2022 INVESTOR PRESENTATION

HISTORICAL FINANCIAL OVERVIEW1,2 Net Sales3 ($M) Adjusted EBITDA4 ($M) & Margin (%) Gross Profit ($M) & Margin (%) $163 $1,528 $494 $476 $849 $285 $810 $274 $780 $263 $707 $239 FY15 FY16 FY17 FY18 FY19 FY20 Dec. 2021 TTM FY15 FY16 FY17 FY18 FY19 FY20 Dec. 2021 TTM FY15 FY16 FY17 FY18 FY19 FY20 Dec. 2021 TTM 1 Fiscal year 2017 contained 53 weeks of operations. 2 December 2021 TTM period ended 12/25/21. 3 Prior to fiscal year 2016, we presented our sales and costs of state fish and game licenses, duck stamps, and state government-mandated firearm background checks in net sales and cost of goods sold under the gross method. In fiscal year 2016, our management determined that the revenue from these transactions should have been presented under the net method, thereby recognizing only the commission received in net sales for acting as the agent under the principal versus agent model. Net sales and cost of goods sold for fiscal years 2014 and 2015 shown above have been revised to reflect this revision. This revision did not have any impact upon gross profit, net income or earnings per share. 4 Adjusted EBITDA is calculated as net income plus interest expense, income tax expenses, 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 results. See Appendix for a reconciliation of Adjusted EBITDA to Net Income. Adjusted EBITDA margin means, for any period, Adjusted EBITDA divided by net sales. See appendix for reconciliation of Adjusted EBITDA and Adjusted EBITDA Margin. 17 2022 INVESTOR PRESENTATION 3% $297 32.8% 33.5% 33.6% 33.8% 33.7% 33.7% $1,452 $886 $138 $82 Investments in omni-channel capabilities, technology and talent 11.2% $73 10.6% $73$68 10.3% 8.1% $59 6.7%

STRONG BALANCE SHEET WITH DISCIPLINED INVESTMENT APPROACH 2.5 channel growth (retail and e-commerce) acquisition and retention financial flexibility and growth 18 2022 INVESTOR PRESENTATION 1 Total Debt at end of period to Adj. EBITDA. See the Appendix for a reconciliation of Adjusted EBITDA to Net Income. 2 December 2021 TTM period ended 12/25/2021. CLEAR CAPITAL ALLOCATION PRIORITIES 1Disciplined investments for omni-2Talent and technology to drive customer 3Manage balance sheet to maintain 3.5 2.5x2.4x2.7x2.6x2.5x 1.5 0.5 FY15 FY16 FY17 FY18 FY19 FY20December 2021 TTM $49.1$48.2 FY15 FY16 FY17 FY18 FY19 FY20December 2021 TTM $27.5$32.2 $26.2 $16.2 $15.0 Capital Expenditures2 ($M) 0.0x0.0x Leverage Ratio1, 2

BALANCE SHEET: INCREASINGLY AN AREA OF STRENGTH BALANCE SHEET HIGHLIGHTS (as of fiscal month end) YoY ∆ 2019 Total Liquidity Up Significantly Up $125M since 2019 Debt-Free Debt Reduction Paid off $79 million compared to 2019 19 2022 INVESTOR PRESENTATION ($M) December 25, 2021 December 28, Total Liquidity Cash Plus Availability on Revolving Credit Facility Cash Revolving Credit Facility Term Loan Total Debt Stockholders’ Equity $216 $57.4 $40 $0 $40 $312 $91137% $1.6 $89(55%) $30(100%) $119(64%) $110+184%

Q4 AND FULL YEAR 2021 GUIDANCE 20 2022 INVESTOR PRESENTATION 1 See the Appendix for a reconciliation of Adjusted Net Income, Adjusted EPS and Adjusted EBITDA ($M)Q4 2021Full Year 2021 Net Sales Gross Margin SG&A (as a % of Net Sales) Adjusted Net Income1 Adjusted Diluted EPS1 Balance Sheet Highlights Net Debt Net Inventory $405-$410M$1,495-$1,500M 31.8%-32.1%32.2%-32.4% 25.0%-25.3%25.9%-26.1% $19-$21M$74-$76M $0.43-$0.48$1.66-$1.71 $0 $375-380M

2022 OPERATIONAL HIGHLIGHTS AND LONG TERM GROWTH STRATEGY Digits Digits 21 2022 INVESTOR PRESENTATION Long Term Growth StrategyTarget Stores New Store Annual Sq. Ft. Growth Rate Same Stores Sales Growth Rate Adjusted EBITDA Margin % 300+ Mid-to-High Single Low-to-Mid Single High-Single-Digits ($M)Full Year 2022 New Stores Capital Expenditures Effective Tax Rate Adjusted EBITDA % 7-10 $48-$55M ~26% High-single-digits

KEY TAKEAWAYS 22 2022 INVESTOR PRESENTATION 01 Authentic, differentiated outdoor specialty retail experience with a loyal, growing customer base 02 Strong and experienced management team driving operational excellence with proven track record 03 Increasing market share in hunting, fishing, camping, and outdoor products via integrated omni-channel approach 04 Strong growth prospects due to heightened outdoor activity participation, ecommerce growth, store expansion, and industry consolidation 05 Consistent double-digit four-wall adjusted EBITDA margins. Healthy balance sheet with low leverage

23 2022 INVESTOR PRESENTATION

TABLE Reconciliation of net income to adjusted EBITOA (in thousands}: Oe<ember 2021TIM FY20 FY19 FY18 FY17 FY16 FY15 s s s s Net income Interest expense Income tax expense Oepreciatton and amortization Stock-based compensation expense (1) Pre-opening expenses (2) Merger termination gain (3) Acquis ion expenses (4) Bargain purchase (5) Hazard pay (6) Legalaccrual(7) CEO retirement (8) Asset write-off (9) Executive recru ing expense (1D) Secondary offering expenses (11) L igation accrual(12) Adjusted EBITOA 112,329 1,337 36,947 25,406 3,184 3,701 (55,000) 10,468 91,380 3,506 30,080 21,830 3,302 1,942 20,215 7,995 5,254 19,321 2,104 2,694 23,750 13,206 7,063 18,250 1,742 1,838 17,742 13,738 15,088 17,706 2,294 3,971 29,669 13,402 17,616 13,974 3,186 4,264 27,771 14,156 17,385 11,569 2,257 3,159 3,710 (2,218) 6,526 2,125 662 1,744 2,647 1,039 516 770 143 727 (4,000) s 73,024 82,254 s 138,372 s 163,222 s 59,015 68,496 72,799 s s s s s s Net sales Net income margin Adjusted EBITOA margin 1,527,916 7.4% 9.1% 1,451,767 6.3% 11.2% 886,401 2.3% 6.7% 849,129 2.8',{, 8.1% 809,671 2.2% 9.0% 779,956 3.8% 10.5% 706,764 3.9% 10.3% (1) Stock-ba.sed compensation expense represents non-cash expenses related to equity instruments granted to employees under our 2013 Performance Incentive Plan, the 2D19 Performance Incentive Plan, and employee stock purchase plan. (2) Pre-opening expenses include expenses incurred in the preparation and opening of a new store location,such as payrol,traveland supplies, but do not include the cost of the in ialinventory or capalexpend ures required to open a location. (3) Payment received in conjunction with the tenmation of the merger agreement between Great Outdoors Group and Sportsman's Warehouse Holdings,Inc.date December 2, 2D21 (4) Acquis ion expense for fiScalyear 2D2D represent professional fees related to the terminated merger wh Great OutdoorsGroup,LLC, and the acquisition of 4 Field and Stream store locations from DICK's Sporting Goods. Acquisition expenses for fiScalyear 2019 represent professionalfees related to the acquis ion of 8 Field & Stream store locations in from DICK's Sporting Goods. Acquisition expenses for fiScal year 2017 represent profes.sKJnal fees related to the evaluation of a strategic acquisit1on. (S) Excess of the fair value over the purchase prtce of tangible assets acquired in connection with the Field & Stream store locations aoqui'ed during fiScal year 2020. (6) Expense relating to bonuses and increased wages paid to front-tine and back offiCe associates due to the COV0-19 pandemic. (7) Accrualrelating to pending labor litigation in the state of Cafornia. (8)Expenses incurred in conjunction wh the retirement of the Company's previous CEO. (9) The asset write-off amount for 2D2D relates to costs incurred w•h closure of one store during the frst quarter of 2D2D. Amounts in 2D17 relate to the wrtte-off of rr related asset not yet placed in­ service and deemed to be abandoned. (1D) Expenses incurred relating to the recru ment and hiring of various key members of our senior management team.These events are not expected to be recurring (11) Expenses paid by us in connection with secondary offerings of our common stock by aff iates of Seidler Equty Partners Ill, L.P. (12) On March 9, 2D15 a jury awarded S11.9 m ion against the the defendants as outlined in our S-K, which was flied wh the SEC on March 11, 2D15. In conjunction wh the award, we recorded a S4.0 million accrualrelated to this case. Based on the court's judgment in our favor regarding the Lacey Marketplacel igation, we determined that the likelihood of loss in this case is not probable, and, as such, we reversed the previous accrualof 54.0 miltion in our resuKs for the foscal year ended January 3D, 2D16. 24 2022 INVESTOR PRESENTATION cSP91t'8) NON-GAAP TO GAAP RECONCILIATION

TABLE Reconciliation offourth quarter and 2021 full year guidance (in thousands, except per share data): Estimated FY '21 Estimated Q4 '21 High High Low Low Numerator: Net income Gain on Deal Termniation,net of tax (1) Acquisition costs,net of tax (2) Adjusted net income Denominator: Diluted weighted average shares outstanding $ $ $ 57,597 (40,920) 2,323 $ $ $ 59,897 (40,920) 2,323 $ $ $ 107,633 (40,920) 7,099 $ $ $ 109,933 (40,920) 7,092 $ 19,000 $ 21,300 $ 73,812 $ 76,105 44,500 44,500 44,500 44,500 Reconciliation of earnings per share: Diluted earnings per share Impact of adjustments to numerator and denominator Adjusted diluted earnings per share $ 1.29 (0.87) $ 1.35 (0.87) $ 2.42 (0.76) $ 2.47 (0.76) $ 0.43 $ 0.48 $ 1.66 $ 1.71 (1) Break-up fee received in conjunction with the termination of the pending merger with Great American Outdoor Group on December 2,2021 (2) Expenses incurred relating to the pending merger with Great American Outdoor Group which was terminated on December 2, 2021 25 2022 INVESTOR PRESENTATION cSP91t'8) NON-GAAP TO GAAP RECONCILIATION

XML

Document and Entity Information	Jan. 18, 2022
Document and Entity Information [Abstract]
Document Type	8-K
Document Period End Date	Jan. 18, 2022
Entity File Number	001-36401
Entity Registrant Name	SPORTSMAN’S WAREHOUSE HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	39-1975614
Entity Address, Address Line One	1475 West 9000, Suite A
Entity Address, City or Town	West Jordan
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84088
City Area Code	801
Local Phone Number	566-6681
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $.01 par value
Trading Symbol	SPWH
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001132105
Amendment Flag	false