10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 31, 2015

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number: 001-36401

SPORTSMAN’S WAREHOUSE HOLDINGS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	39-1975614
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
7035 South High Tech Drive, Midvale, Utah	84047
(Address of principal executive offices)	(Zip code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (do not check if a smaller reporting company)	Smaller reporting company	¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of November 20, 2015, the registrant had 42,003,599 shares of common stock, $0.01 par value per share, outstanding.

SPORTSMAN’S WAREHOUSE HOLDINGS, INC.

TABLE OF CONTENTS

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited):	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Income	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	23
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	24
Item 1A.	Risk Factors	24
Item 6.	Exhibits	25
Signatures		26

We operate on a fiscal calendar that, in a given fiscal year, consists of the 52- or 53-week period ending on the Saturday closest to January 31st. Our fiscal third quarters ended October 31, 2015 and November 1, 2014 both consisted of 13 weeks and are referred to herein as the third quarter of fiscal year 2015 and the third quarter of fiscal year 2014, respectively. Fiscal year 2014 contained 52 weeks of operations ended January 31, 2015. Fiscal year 2015 will contain 52 weeks of operations and will end on January 30, 2016.

References throughout this document to “Sportsman’s Warehouse,” “we,” “us,” and “our” refer to Sportsman’s Warehouse Holdings, Inc. and its subsidiaries, and references to “Holdings” refer to Sportsman’s Warehouse Holdings, Inc. excluding its subsidiaries.

STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “10-Q”) contains statements that constitute forward-looking statements as that term is defined by the Private Securities Litigation Reform Act of 1995. 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. All statements other than statements of historical fact included in this 10-Q are forward-looking statements. These statements may include words such as “aim,” “anticipate,” “assume,” “believe,” “can have,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “likely,” “may,” “objective,” “plan,” “potential,” “positioned,” “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. For example, all statements we make relating to our plans and objectives for future operations, growth or initiatives and strategies are forward-looking statements.

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 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. Important factors that could cause actual results to differ materially from our expectations include, but are not limited to:

● our retail-based business model is impacted by general economic conditions and economic and financial uncertainties may cause a decline in consumer spending;

● our concentration of stores in the Western United States makes us susceptible to adverse conditions in this region, which could affect our sales and cause our operating results to suffer;

● we operate in a highly fragmented and competitive industry and may face increased competition;

● we may not be able to anticipate, identify and respond to changes in consumer demands, including regional preferences, in a timely manner;

● we may not be successful in operating our stores in any existing or new markets into which we expand; and

● current and future government regulations, in particular regulations relating to the sale of firearms and ammunition, may impact the supply and demand for our products and our ability to conduct our business.

The above is not a complete list of factors or events that could cause actual results to differ from our expectations, and we cannot predict all of them. All written and oral forward-looking statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements disclosed under “Part I. Item 1A. Risk Factors,” appearing in our Annual Report on Form 10-K for the fiscal year ended January 31, 2015 and “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this 10-Q, as such disclosures may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission (the “SEC”), including subsequent Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, and public communications. You should evaluate all forward-looking statements made in this 10-Q and otherwise in the context of these risks and uncertainties.

Potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on any forward-looking statements we make. These forward-looking statements speak only as of the date of this 10-Q and are not guarantees of future performance or developments and involve known and unknown risks, uncertainties and other factors that are in many cases beyond our control. Except as required by law, we undertake no obligation to update or revise any forward-looking statements publicly, whether as a result of new information, future developments or otherwise.

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SPORTSMAN’S WAREHOUSE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

Amounts in Thousands, Except Per Share Data

(unaudited)

	October 31,			January 31,
	2015			2015
Assets
Current assets:
Cash and cash equivalents	$	1,941		$	1,751
Accounts receivable, net		393			425
Merchandise inventories		253,882			185,909
Prepaid expenses and other		5,557			7,468
Deferred income taxes, current		2,743			2,928
Income taxes receivable		—			5,190
Total current assets		264,516			203,671
Property and equipment, net		69,163			54,317
Deferred income taxes, noncurrent		3,858			5,398
Definite lived intangibles, net		4,375			5,729
Other long-term assets, net		1,511			1,608
Total assets	$	343,423		$	270,723
Liabilities and Stockholders' Deficit
Current liabilities:
Accounts payable	$	61,908		$	28,500
Accrued expenses		54,157			42,620
Income taxes payable		2,266			—
Revolving line of credit		49,676			41,899
Current portion of long-term debt, net of discount		1,333			1,333
Current portion of deferred rent		3,337			2,873
Total current liabilities		172,677			117,225
Long-term liabilities:
Long-term debt, net of discount and current portion		155,713			156,713
Deferred rent, noncurrent		29,066			28,117
Total long-term liabilities		184,779			184,830
Total liabilities		357,456			302,055
Commitments and contingencies
Stockholders' deficit:
Preferred stock, $.01 par value; 20,000 and 20,000 shares authorized, respectively; 0 shares issued and outstanding		—			—
Common stock, $.01 par value; 100,000 and 100,000 shares authorized, respectively; 42,004 and 41,818 shares issued and outstanding, respectively		420			418
Additional paid-in capital		77,173			76,257
Accumulated deficit		(91,626	)		(108,007	)
Total stockholders' deficit		(14,033	)		(31,332	)
Total liabilities and stockholders' deficit	$	343,423		$	270,723

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SPORTSMAN'S WAREHOUSE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

Amounts in Thousands Except Per Share Data

(unaudited)

	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
	October 31,			November 1,			October 31,			November 1,
	2015			2014			2015			2014
Net sales	$	199,704		$	182,532		$	517,182		$	474,425
Cost of goods sold		133,139			121,881			349,464			320,819
Gross profit		66,565			60,651			167,718			153,606
Selling, general, and administrative expenses		47,396			42,026			130,515			122,859
Income from operations		19,169			18,625			37,203			30,747
Interest expense		(3,659	)		(4,122	)		(10,567	)		(13,487	)
Income before income taxes		15,510			14,503			26,636			17,260
Income tax expense		5,969			5,587			10,255			6,649
Net income	$	9,541		$	8,916		$	16,381		$	10,611
Earnings per share:
Basic	$	0.23		$	0.21		$	0.39		$	0.27
Diluted	$	0.23		$	0.21		$	0.39		$	0.27
Weighted average shares outstanding:
Basic		42,004			41,818			41,953			39,342
Diluted		42,362			41,931			42,286			39,553

The accompanying notes are an integral part of these condensed consolidated financial statements.

4

SPORTSMAN'S WAREHOUSE HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Amounts in Thousands

(unaudited)

	Thirty-Nine Weeks Ended
	October 31,			November 1,
	2015			2014
Cash flows from operating activities:
Net income	$	16,381		$	10,611
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation of property and equipment		7,210			5,183
Amortization of discount on debt and deferred financing fees		552			977
Amortization of definite lived intangible		1,354			1,354
Net increase in deferred rent		1,413			5,252
Deferred income taxes		1,725			(403	)
Stock-based compensation		1,671			2,780
Change in operating assets and liabilities:
Accounts receivable, net		32			(57	)
Merchandise inventories		(67,973	)		(69,268	)
Prepaid expenses and other		1,656			(1,338	)
Accounts payable		33,408			34,448
Accrued expenses		(1,029	)		303
Income taxes receivable and payable		7,456			(3,595	)
Net cash provided by (used in) operating activities		3,856			(13,753	)
Cash flows from investing activities:
Purchase of property and equipment		(29,820	)		(23,538	)
Proceeds from sale-leaseback transactions		7,764			—
Net cash used in investing activities		(22,056	)		(23,538	)
Cash flows from financing activities:
Net borrowings on line of credit		7,777			33,842
Issuance of common stock, net		—			73,393
Increase in book overdraft		12,566			6,209
Excess tax benefits from stock-based compensation arrangements		283			287
Payment of withholdings on restricted stock units		(1,036	)		(993	)
Principal payments on long-term debt		(1,200	)		(75,063	)
Net cash provided by financing activities		18,390			37,675
Net change in cash and cash equivalents		190			384
Cash and cash equivalents at beginning of period		1,751			1,354
Cash and cash equivalents at end of period	$	1,941		$	1,738

The accompanying notes are an integral part of these condensed consolidated financial statements.

5

SPORTSMAN’S WAREHOUSE HOLDINGS, INC.

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements (Unaudited)

Amounts reported in thousands, except per share data

(1) Description of Business

Description of Business

Sportsman’s Warehouse Holdings, Inc. (“Holdings”) and its subsidiaries (collectively, the “Company”) operate retail sporting goods stores. As of October 31, 2015, the Company operated 64 stores in 19 states. The Company’s stores are aggregated into one single operating and reportable segment.

Basis of Presentation

The condensed consolidated financial statements included herein are unaudited and have been prepared by management of the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. The Company’s condensed consolidated balance sheet as of January 31, 2015 was derived from the Company’s audited consolidated balance sheet as of that date. All other condensed consolidated financial statements contained herein are unaudited and reflect all adjustments that are, in the opinion of management, necessary to summarize fairly our condensed consolidated financial statements for the periods presented. All of these adjustments are of a normal recurring nature. The results of the fiscal quarter ended October 31, 2015 are not necessarily indicative of the results to be obtained for the year ending January 30, 2016. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2015.

(2) Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of Holdings and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Reporting Periods

The Company operates on a fiscal calendar that, in a given fiscal year, consists of the 52- or 53-week period ending on the Saturday closest to January 31st. The fiscal third quarters ended October 31, 2015 and November 1, 2014 both consisted of 13 weeks and are referred to herein as the third quarter of fiscal year 2015 and third quarter of fiscal year 2014, respectively. Fiscal year 2014 contained 52 weeks of operations ended January 31, 2015. Fiscal year 2015 will contain 52 weeks of operations and will end on January 30, 2016.

Seasonality

The Company’s business is generally seasonal, with a significant portion of total sales occurring during the third and fourth quarters of the calendar year.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Certain costs are estimated for the full year and allocated to interim periods based on estimates of time expired, benefit received, or activity associated with the interim period.

6

Segment Reporting

The Company operates solely as a sporting goods retailer whose Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer. The CODM reviews financial information presented on a consolidated and individual store and cost center basis, for purposes of allocating resources and evaluating financial performance. The Company’s stores offer essentially the same general product mix, and the core customer demographic remains similar chain-wide, as does the Company’s process for the procurement and marketing of its product mix. Furthermore, the Company distributes its product mix chain-wide from a single distribution center. Given that the stores have the same economic characteristics, the individual stores are aggregated into one single operating and reportable segment.

Significant Accounting Policies

There have been no significant changes to the Company’s significant accounting policies as described in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2015.

Comprehensive Income

The Company has no components of net income that would require classification as other comprehensive income for the 13 week or 39 week periods ended October 31, 2015 and November 1, 2014.

Recent Accounting Pronouncements

Revenue from Contracts with Customers

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09 “Revenue from Contracts with Customers” (Topic 606) (“ASU 2014-09”). ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. On July 9, 2015 the FASB voted to approve a one year deferral of the effective date of ASU 2014-09. As a result, the Company expects that it will apply the new revenue standard to annual and interim reporting periods beginning after December 15, 2017. In adopting ASU 2014-09, companies may use either a full retrospective or a modified retrospective approach. Management is evaluating the provisions of ASU 2014-09 and has not yet selected a transition method nor have they determined what impact the adoption of ASU 2014-09 will have on the Company's financial position or results of operations.

Share-Based Payments with Performance Conditions

In June 2014, the FASB issued ASU 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period”. ASU 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition of the award. A reporting entity should apply existing guidance in Accounting Standards Codification Topic 718, “Compensation-Stock Compensation”, as it relates to such awards. ASU 2014-12 is effective for fiscal years beginning after December 15, 2015, and may be applied prospectively or retrospectively. Early adoption is permitted. Management has evaluated the provisions of ASU 2014-12 and has determined that the adoption of ASU 2014-12 will have no impact on the Company's financial position or results of operations as the Company does not have any performance based awards.

Going Concern

In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. ASU 2014-15 requires an entity to evaluate whether there are conditions or events, in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the financial statements are available to be issued when applicable) and to provide related footnote disclosures in certain circumstances. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early application is permitted. Management does not expect the adoption of ASU 2014-15 to have any effect on the Company’s financial position, results of operations, or related disclosures.

7

Simplifying the Presentation of Debt Issuance Costs

In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for the first interim period for fiscal years beginning after December 15, 2015, with early adoption permitted for financial statements that have not been previously issued. Management does not expect the adoption of ASU 2015-03 to have any effect on the Company’s financial position or results of operations.

Simplifying the Measurement of Inventory

In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory” (“ASU 2015-11”). Under ASU 2015-11, inventory will be measured at the “lower of cost and net realizable value” and options that currently exist for “market value” will be eliminated. ASU 2015-11 defines net realizable value as the “estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.” No other changes were made to the current guidance on inventory measurement. ASU 2015-11 is effective for interim and annual periods beginning after December 15, 2016. Early application is permitted and should be applied prospectively. Management is evaluating the provisions of this statement, including which period to adopt, and has not determined what impact the adoption of ASU 2015-11 will have on the Company's financial position or results of operations.

Presentation and Subsequent Measurement of Debt Issuance Costs Association with Line of Credit Arrangements

In August 2015, the FASB issued ASU 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Association with Line of Credit Arrangements” (“ASU 2015-15”). ASU 2015-15 indicates that the guidance in ASU 2015-03 did not address presentation or subsequent measurement of debt issuance costs related to line of credit arrangements. Given the absence of authoritative guidance within ASU 2015-03, the SEC staff has indicated that they would not object to an entity deferring and presenting debt issuance costs ratably over the term of the line of credit arrangement, regardless of whether there are any outstanding borrowings on the line of credit arrangement. Management does not expect the adoption of ASU 2015-15 to have any effect on the Company’s financial position or results of operations.

(3) Initial Public Offering

On April 23, 2014, the Company completed its initial public offering, pursuant to which it issued and sold 8,333 shares of common stock at a price to the public of $9.50 per share; included in this offering was the sale of 4,167 shares by affiliates of Seidler Equity Partners III, L.P. The total net proceeds raised by the Company were $70,299 after deducting underwriting discounts and commissions of $5,542 and other offering expenses of $3,326. Total net proceeds were used to make an unscheduled early payment on the term loan. In connection with the initial public offering, all of the then-outstanding shares of restricted nonvoting common stock automatically converted into shares of common stock.

On May 16, 2014, the underwriters of the Company’s initial public offering of common stock partially exercised the over-allotment option granted at the time of the initial public offering to purchase an additional 1,400 shares of common stock at the public offering price of $9.50 per share, less underwriting discounts and commissions, which consists of 350 shares sold by the Company and 1,050 shares sold by affiliates of Seidler Equity Partners III, L.P. The Company received, after deducting underwriting discounts and commissions and estimated offering expenses, approximately $3,100 of net proceeds. Substantially all of the net proceeds were used for the repayment of an additional amount outstanding under the Company’s term loan.

(4) Secondary Offering

On September 30, 2015, 6,250,000 shares of common stock were sold in a secondary offering by certain existing shareholders, including affiliates of Seidler Equity Partners III, L.P. The Company received no proceeds from the secondary offering but incurred $705 in offering expenses. On October 26, 2015, the underwriters of the secondary offering partially exercised the option granted at the time of the secondary offering to purchase an additional 649,022 shares of common stock at the secondary offering price of $12.25 per share, less underwriting discounts and commissions, which consists solely of shares sold by affiliates of Seidler Equity Partners III, L.P. The Company received no proceeds from the partial exercise of the option but incurred $22 in offering expenses. Total expenses incurred related to the secondary offering and the exercise of the option was $727 and is recorded in selling, general, and administrative expenses in the accompanying statements of income.

8

(5) Property and Equipment

Property and equipment as of October 31, 2015 and January 31, 2015 were as follows:

	October 31,			January 31,
	2015			2015
Furniture, fixtures, and equipment	$	40,764		$	32,678
Leasehold improvements		40,446			34,398
Construction in progress		15,573			7,651
Total property and equipment, gross		96,783			74,727
Less accumulated depreciation and amortization		(27,620	)		(20,410	)
Total property and equipment, net	$	69,163		$	54,317

(6) Accrued Expenses

Accrued expenses consisted of the following as of October 31, 2015 and January 31, 2015:

	October 31,		January 31,
	2015		2015
Book overdraft	$	20,871	$	8,305
Unearned revenue		10,810		11,663
Accrued payroll and related expenses		8,641		7,104
Sales and use tax payable		4,973		3,708
Accrued construction costs		755		1,263
Litigation accrual		—		4,000
Other		8,107		6,577
	$	54,157	$	42,620

(7) Revolving Line of Credit

The Company has a senior secured revolving credit facility (“Revolving Line of Credit”) with Wells Fargo Bank, National Association (“Wells Fargo”) that provides for borrowings in the aggregate amount of up to $135,000, subject to a borrowing base calculation.

As of October 31, 2015 and January 31, 2015, the Company had $57,001 and $47,886, respectively, in outstanding revolving loans under the Revolving Line of Credit. Amounts outstanding are offset on the condensed consolidated balance sheets by amounts in depository accounts under lock-box arrangements, which were $7,325 and $5,987 as of October 31, 2015 and January 31, 2015, respectively. As of October 31, 2015, the Company had stand-by commercial letters of credit of $750 under the terms of the Revolving Line of Credit.

The Revolving Line of Credit contains customary affirmative and negative covenants, including covenants that limit the Company’s ability to incur, create or assume certain indebtedness, to create, incur or assume certain liens, to make certain investments, to make sales, transfers and dispositions of certain property and to undergo certain fundamental changes, including certain mergers, liquidations and consolidations. The Revolving Line of Credit also requires us to maintain a minimum availability at all times of not less than 10% of the gross borrowing base, and in any event, not less than $5,000. The revolving credit facility also contains customary events of default. The Revolving Line of Credit matures on December 3, 2019.

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(8) Long-Term Debt

Long-term debt consisted of the following as of October 31, 2015 and January 31, 2015:

	October 31,			January 31,
	2015			2015
Term loan	$	158,400		$	159,600
Less discount		(1,354	)		(1,554	)
		157,046			158,046
Less current portion, net of discount		(1,333	)		(1,333	)
Long-term portion	$	155,713		$	156,713

Term Loan

The Company has a $160,000 senior secured term loan facility (“Term Loan”) with a financial institution. The Term Loan was issued at a price of 99% of the aggregate principal amount and has a maturity date of December 3, 2020.

As of October 31, 2015, the Term Loan had $157,046 outstanding, net of an unamortized discount of $1,354. During the 13 weeks and 39 weeks ended October 31, 2015, the Company recognized $67 and $200, respectively, of non-cash interest expense with respect to the amortization of this discount. During the 13 weeks and 39 weeks ended November 1, 2014, the Company recognized $122 and $368, respectively, of non-cash interest expense with respect to the amortization of the discount on the prior term loan.

As part of the Term Loan agreement, there are a number of financial and non-financial debt covenants. The financial covenants include a net leverage ratio and an interest coverage ratio to be measured on a trailing twelve month basis.

Restricted Net Assets

The provisions of the Term Loan and the Revolving Line of Credit restrict all of the net assets of the Company’s consolidated subsidiaries, which constitute all of the net assets on the Company’s condensed consolidated balance sheet as of October 31, 2015, from being used to pay any dividends without prior written consent from the financial institutions party to the Company’s Term Loan and Revolving Line of Credit.

(9) Income Taxes

The 2015 estimated annual effective tax rate is expected to be 38.5%, which is comparable to 38.5% for the full year 2014. The annual effective tax rate is estimated to be the same due to no expected material change in store mix and applicable effective state income tax rates after apportionment.

(10) Earnings Per Share

Basic earnings per share is calculated by dividing net income by the weighted-average number of shares of common stock outstanding, reduced by the number of shares repurchased and held in treasury, during the period. Diluted earnings per share represents basic earnings per share adjusted to include the potentially dilutive effect of outstanding share option awards, nonvested share awards and nonvested share unit awards.

The following table sets forth the computation of basic and diluted loss per common share:

	13 Weeks Ended				39 Weeks Ended
	October 31,		November 1,		October 31,		November 1,
	2015		2014		2015		2014
Net income	$	9,541	$	8,916	$	16,381	$	10,611
Weighted-average shares of common stock outstanding:
Basic		42,004		41,818		41,953		39,342
Dilutive effect of common stock equivalents		358		113		333		211
Diluted		42,362		41,931		42,286		39,553
Basic earnings per share	$	0.23	$	0.21	$	0.39	$	0.27
Diluted earnings per share	$	0.23	$	0.21	$	0.39	$	0.27

10

(11) Stock-Based Compensation

Stock-Based Compensation

During the 13 weeks ended October 31, 2015 and November 1, 2014, the Company recognized total stock-based compensation expense of $594 and $522, respectively. During the 39 weeks ended October 31, 2015 and November 1, 2014, the Company recognized total stock-based compensation expense of $1,671 and $2,780, respectively. Compensation expense related to the Company's stock-based payment awards is recognized in selling, general, and administrative expenses in the consolidated statements of income.

Employee Stock Plans

As of October 31, 2015, the number of shares available for awards under the 2013 Performance Incentive Plan (the “2013 Plan”) was 1,730,196. As of October 31, 2015, there were 609,953 awards outstanding under the 2013 Plan.

Nonvested Stock Unit Awards

During the 39 weeks ended October 31, 2015, the Company issued 27,668 nonvested stock units to employees or independent members of the Board of Directors at an average value of $11.28 per share. The nonvested stock units issued to employees vest evenly over four years on the grant date anniversary. The nonvested stock units issued to independent members of the Board of Directors vest evenly over 12 months on the grant date anniversary.

The following table sets forth the rollforward of outstanding nonvested stock units:

	39 Weeks Ended
	October 31, 2015
Nonvested stock units at January 31, 2015		887,853
Grants		27,668
Forfeitures		3,874
Vested		301,694
Nonvested stock units at October 31, 2015		609,953

(12) Commitments and Contingencies

Operating Leases

The Company leases its retail store, office space and warehouse locations under non-cancelable operating leases. Rent expense under these leases totaled $10,357 and $9,578 for the 13 weeks ended October 31, 2015 and November 1, 2014, respectively, and $29,981 and $27,730 for the 39 weeks ended October 31, 2015 and November 1, 2014, respectively.

Legal Matters

The Company is involved in various legal matters generally incidental to its business. After discussion with legal counsel, the Company believes that the disposition of these matters will not have a material impact on its consolidated financial condition, liquidity, or results of operations.

On March 12, 2014, the Company was added as a defendant to a pending consolidated action filed in the United States District Court, Western District of Washington, captioned as Lacey Market Place Associates II, LLC, et al. v. United Farmers of Alberta Co-Operative Limited, et al., Case No. 2:13-cv-00383-JLR against United Farmers of Alberta Co-Operative Limited (the seller of Wholesale Sports Outdoor Outfitters (“Wholesale Sports”)), Wholesale Sports, Alamo Group, LLC and Donald F. Gaube and spouse. The amended complaint was filed by the landlords of two stores that the Company did not assume in the Company’s purchase of assets from Wholesale Sports. Such stores were formerly operated by Wholesale Sports in Skagit and Thurston Counties in Washington. The amended complaint alleged breach of lease, breach of collateral assignment, misrepresentation, intentional interference with contract, piercing the corporate veil and violation of Washington’s Fraudulent Transfer Act. The Company was named as a co-defendant with respect to the intentional interference with contract and fraudulent conveyance claims. The amended complaint sought against the Company and all defendants unspecified money damages, declaratory relief and attorneys’ fees and costs. On January 28, 2015, the court in the Lacey Marketplace action granted in part and denied in part the Company’s motion for summary judgment and dismissed the intentional interference claim against the Company, but declined to dismiss the fraudulent transfer claim.

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Trial in the Lacey Marketplace action began March 2, 2015 and concluded March 6, 2015. On March 9, 2015, the jury in the trial awarded $11,887 against the defendants to the action, including the Company. The Company reviewed the decision and accrued $4,000 in its results for the fiscal year and fourth quarter ended January 31, 2015 related to this matter. The Company strongly disagreed with the jury’s verdict and filed post-trial motions seeking to have the verdict set aside. On July 30, 2015, the court granted the Company’s motion for judgment as a matter of law. The plaintiff and a co-defendant have appealed the July 30, 2015 ruling to the appellate court and the appeal is currently in process. Based on the court’s most recent judgment in favor of the Company, the Company determined that the likelihood of loss in this case is not probable, and, as such, the Company reversed the previous accrual of $4,000 in its results for the 13 weeks and 26 weeks ended August 1, 2015. The reversal of the $4,000 accrual is recorded in selling, general, and administrative expenses in the accompanying statements of income.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

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 January 31, 2015. 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 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.

Our business was founded in 1986 as a single retail store in Midvale, Utah. Today, we operate 64 stores in 19 states, totaling approximately 2.8 million gross square feet. During fiscal year 2015 to date, we have increased our gross square footage by 9.8% through the opening of nine stores during the 39 weeks ended October 31, 2015 in the following locations:

● Spokane, Washington on March 7, 2015;

● Klamath Falls, Oregon on April 25, 2015;

● Heber City, Utah on May 9, 2015;

● Show Low, Arizona on June 27, 2015;

● Williston, North Dakota on July 11, 2015;

● Fresno, California on July 18, 2015;

● Albany, Oregon on August 15, 2015;

● Flagstaff, Arizona on September 12, 2015; and

● Sheridan, Colorado on September 19, 2015.

Individual stores are aggregated into one operating and reportable segment.

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 net sales from e-commerce from our calculation of same store sales and for fiscal years consisting of 53 weeks, such as fiscal year 2012, we exclude net sales during the 53^rd week from our calculation of same store sales.

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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:

● 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;

● 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 is also an important part of our growth strategy. Since the beginning of fiscal year 2010, we have opened 29 stores, including the nine new stores we have opened in fiscal year 2015. For the next several years, we intend to grow our store base at a rate of greater than 10 percent annually. As part of our growth strategy, we also re-acquired 10 stores in fiscal year 2013 that were previously operated under our Sportsman’s Warehouse banner.

For our new locations, we measure our investment by reviewing the new store’s four-wall Adjusted EBITDA margin and pre-tax return on invested capital (“ROIC”). We target a minimum 10% four-wall Adjusted EBITDA margin and a minimum ROIC of 50% excluding initial inventory costs (or 20% including initial inventory cost) for the first full twelve months of operations for a new store. The 20 new stores that we have opened since 2010 and that have been open for a full twelve months (excluding the 10 acquired stores) have achieved an average four-wall Adjusted EBITDA margin of 14.1% and an average ROIC of 98.3% excluding initial inventory cost (and 34.2% including initial inventory cost) during their first full twelve months of operations. Four-wall Adjusted EBITDA means, for any period, a particular store’s Adjusted EBITDA, excluding any allocations of corporate selling, general and administrative expenses allocated to that store. Four-wall Adjusted EBITDA margin means, for any period, a store’s four-wall Adjusted EBITDA divided by that store’s net sales. For a definition of Adjusted EBITDA and Adjusted EBITDA margin and a reconciliation of net income to Adjusted EBITDA, see “—Non-GAAP Measures.” ROIC means a store’s four-wall Adjusted EBITDA for a given period divided by our initial cash investment in the store. We calculate ROIC both including and excluding the initial inventory cost.

We also have been scaling our e-commerce platform and increasing sales through our website, www.sportsmanswarehouse.com.

We believe the key drivers to increasing our total net sales will be:

● increasing our total gross square footage by opening new stores and improving the utilization of the existing selling square footage of our existing stores through various fixture strategies;

● continuing to increase and improve 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 e-commerce platform.

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, improving buying opportunities with our vendor partners and coordinating pricing strategies among our stores and our merchandising department. 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 share-based compensation expense and litigation accrual. 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 and in part to additional legal, accounting, insurance and other expenses we expect to incur as a result of being a public company.

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, expenses related to bonuses paid as a result of the successful completion of our initial public offering, litigation accrual, and secondary offering 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.”

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						Thirty-Nine Weeks Ended
	October 31, 2015			November 1, 2014			October 31, 2015			November 1, 2014
Percentage of net sales:
Net sales		100.0	%		100.0	%		100.0	%		100.0	%
Cost of goods sold		66.7			66.8			67.6			67.6
Gross profit		33.3			33.2			32.4			32.4
Selling, general and administrative expenses		23.7			23.0			25.2			25.9
Income from operations		9.6			10.2			7.2			6.5
Interest expense		1.7			2.2			2.0			2.8
Income before income taxes		7.9			8.0			5.2			3.7
Income tax expense		3.0			3.1			2.0			1.5
Net income		4.9	%		4.9	%		3.2	%		2.2	%
Adjusted EBITDA		12.1	%		12.0	%		9.1	%		9.4	%

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

		Thirteen Weeks Ended						Thirty-Nine Weeks Ended
Department	Product Offerings	October 31, 2015			November 1, 2014			October 31, 2015			November 1, 2014
Camping	Backpacks, camp essentials, canoes and kayaks, coolers, outdoor cooking equipment, sleeping bags, tents and tools		14.3	%		13.3	%		15.4	%		14.5	%
Clothing	Camouflage, jackets, hats, outerwear, sportswear, technical gear and work wear		9.2			10.2			7.8			8.3
Fishing	Bait, electronics, fishing rods, flotation items, fly fishing, lines, lures, reels, tackle and small boats		7.8			7.6			11.1			10.7
Footwear	Hiking boots, socks, sport sandals, technical footwear, trail shoes, casual shoes, waders and work boots		6.8			7.2			6.8			7.1
Hunting and Shooting	Ammunition, archery items, ATV accessories, blinds and tree stands, decoys, firearms, reloading equipment and shooting gear		47.6			47.4			46.5			46.9
Optics, Electronics and    Accessories	Gift items, GPS devices, knives, lighting, optics (e.g. binoculars) and two-way radios		10.9			10.8			9.1			9.2
Other			3.4			3.5			3.3			3.3
Total			100.0	%		100.0	%		100.0	%		100.0	%

Thirteen Weeks Ended October 31, 2015 Compared to Thirteen Weeks Ended November 1, 2014

Net Sales. Net sales increased by $17.2 million, or 9.4%, to $199.7 million in the 13 weeks ended October 31, 2015 compared to $182.5 million in the corresponding period of fiscal year 2014. Net sales increased primarily due to sales from our stores that opened in fiscal year 2015. In addition, we experienced flat same store sales during the third quarter of fiscal year 2015 when compared with the third quarter of the prior year.

Each of our departments except for clothing recognized an increase in net sales in the third quarter of fiscal year 2015 compared to the third quarter of fiscal year 2014. We experienced strong demand for products in our hunting and shooting, camping, optics, electronics and accessories, and fishing departments, which were up $8.7 million, $4.2 million, $2.0 million, and $1.7 million, respectively, during the quarter.

With respect to same store sales, during the 13 weeks ended October 31, 2015, the camping, fishing, and optics, electronics and accessories department had increases of 7.5%, 2.5%, and 0.7%, respectively, compared to the corresponding period of fiscal year 2014. These increases were offset by declines in our clothing and footwear departments which experienced same store sales declines of 10.7% and 4.7%, respectively, when compared to the corresponding period of fiscal year 2014. Our hunting and shooting department was relatively flat in the third quarter of fiscal year 2015 compared to the corresponding period of fiscal year 2015. As of October 31, 2015, we had 55 stores included in our same store sales calculation.

Net sales from our e-commerce business remained flat at $1.8 million in each of the 13 weeks ended October 31, 2015 and November 1, 2014.

Gross Profit. Gross profit increased by $5.9 million, or 9.8%, to $66.6 million for the 13 weeks ended October 31, 2015 from $60.7 million for the corresponding period of fiscal year 2014. As a percentage of net sales, gross profit increased by 0.1% to 33.3% for the 13 weeks ended October 31, 2015 from 33.2% in the corresponding period of fiscal year 2014.

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Selling, General and Administrative Expenses. Selling, general and administrative expenses increased by $5.4 million, or 12.8%, to $47.4 million for the 13 weeks ended October 31, 2015 from $42.0 million for the corresponding period of fiscal year 2014. Selling, general and administrative expenses were 23.7% of net sales in the third quarter of fiscal year 2015 and 23.0% of net sales in the corresponding period of fiscal year 2014. In fiscal year 2015, we incurred $0.7 million in costs related to a secondary offering. See Note 4 to our condensed consolidated financial statements. Excluding the secondary offering costs, selling, general and administrative expenses increased by $4.7 million in the third quarter of fiscal year 2015 when compared to the same period of the prior year. This increase resulted primarily from an increase in the number of stores in operation over the corresponding period of the prior year. Specifically, we incurred additionalpayroll, rent,payroll, depreciation and amortization, and preopening expensesof $1.5 million, $0.8 million, $0.6 million, and $0.4 million,respectively. We also incurred additional operating expenses of $2.1 million related to an increase in fees incurred as part of the additional stores that opened during the year.

Interest Expense. Interest expense decreased by $0.4 million, or 11.2%, to $3.7 million in the 13 weeks ended October 31, 2015 from $4.1 million for the corresponding period of fiscal year 2014. Interest expense decreased primarily as a result of our lower debt balance and lower interest rate on the debt during the third quarter of fiscal year 2015 compared to the third quarter of fiscal year 2014 as a result of the refinance of our term loan in December 2014 and the amendment to our line of credit facility in August 2015.

Income Taxes. We recorded income tax expense of $6.0 million for the 13 weeks ended October 31, 2015 compared to income tax expense of $5.6 million for the corresponding period of fiscal year 2014. Our effective tax rate for the 13 weeks ended October 31, 2015 and November 1, 2014 was 38.5%.

Thirty-Nine Weeks Ended October 31, 2015 Compared to Thirty-Nine Weeks Ended November 1, 2014

Net Sales. Net sales increased by $42.8 million, or 9.0%, to $517.2 million in the 39 weeks ended October 31, 2015 compared to $474.4 million in the corresponding period of fiscal year 2014. Net sales increased due to sales from our new store openings that have been open for less than 12 months and were, therefore, not included in our same store sales. Stores that were opened in fiscal year 2014 contributed $15.4 million to this increase while new stores opened in fiscal year 2015 contributed $27.6 million to the increase. In addition, same store sales were flat during the first three quarters of fiscal year 2015 when compared with the corresponding period of the prior year.

Each of our departments recognized an increase in net sales in the first three quarters of fiscal year 2015 compared to the corresponding period of fiscal year 2014. We experienced strong demand for products in our hunting and shooting, camping, fishing, and optics, electronics and accessories departments, which were up $18.4 million, $10.8 million, $6.7 million, and $3.7 million, respectively, during the first three quarters of fiscal year 2015. We also had modest increases in our footwear and clothing departments of $1.3 million and $0.5 million, respectively.

With respect to same store sales, during the 39 weeks ended October 31, 2015, the camping and fishing departments had increases of 7.0% and 3.7%, respectively, compared to the corresponding period of fiscal year 2014. These increases were offset by declines in our clothing, footwear, hunting and shooting, and optics, electronics and accessories departments of 6.7%, 3.0%, 1.3%, and 0.8%, respectively. As of October 31, 2015, we had 55 stores included in our same store sales calculation.

Net sales from our e-commerce business was flat with the prior year at approximately $4.7 million for the 39 weeks ended October 31, 2015 and November 1, 2014.

Gross Profit. Gross profit increased by $14.1 million, or 9.2%, to $167.7 million for the 39 weeks ended October 31, 2015 from $153.6 million for the corresponding period of fiscal year 2014. As a percentage of net sales, gross profit was flat at 32.4% for each of the 39 weeks ended October 31, 2015 and November 1, 2014.

Selling, General and Administrative Expenses. Selling, general and administrative expenses increased by $7.7 million, or 6.2%, to $130.5 million for the 39 weeks ended October 31, 2015 from $122.9 million for the corresponding period of fiscal year 2014. Selling, general and administrative expenses were 25.2% of net sales in the first three quarters of fiscal year 2015 and 25.9% of net sales in the corresponding period of fiscal year 2014. In fiscal year 2015, we incurred $0.7 million in costs related to a secondary offering. See Note 4 to our condensed consolidated financial statements. Also, in fiscal year 2015, we reversed the $4.0 million accrual related to the Lacey Marketplace litigation matter because the court granted our motion for judgment as a matter of law. See Note 12 to our condensed financial statements. This amount was accrued at the end of fiscal year 2014. In fiscal year 2014, we paid a one-time discretionary bonus of $2.2 million in conjunction with the successful completion of our initial public offering. We did not incur this expense in fiscal year 2015. Excluding the secondary offering costs, the litigation accrual reversal, and the one-time bonus, selling, general and administrative expenses increased by $13.1 million. This increase resulted primarily from an increase in the number of stores in operation over the corresponding period of the prior year. Specifically, we incurred additional rent, depreciation and amortization, payroll, and preopening expenses of $2.3 million, $2.0 million, $1.8 million, and $0.3 million, respectively. We also incurred additional operating expenses of $1.2 million related to an increase in professional fees and other fees related to the Lacey Marketplace litigation matter as well as fees incurred as part of the additional stores that opened during the year.

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Interest Expense. Interest expense decreased by $2.9 million, or 21.7%, to $10.6 million in the 39 weeks ended October 31, 2015 from $13.5 million for the corresponding period of fiscal year 2014. Interest expense decreased primarily as a result of our lower debt balance and lower interest rate on the debt during the first three quarters of fiscal year 2015 compared to the corresponding period of fiscal year 2014 as a result of the refinance on our term loan in December 2014 and the amendment on our line of credit facility in August 2015.

Income Taxes. We recorded income tax expense of $10.3 million for the 39 weeks ended October 31, 2015 compared to income tax expense of $6.6 million for the corresponding period of fiscal year 2014. Our effective tax rate for the 39 weeks ended October 31, 2015 and November 1, 2014 was 38.5%.

Seasonality

Due to holiday buying patterns and the openings of hunting and fishing 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 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 one-time expenses related to opening each new retail store, all of 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.

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 39 weeks ended October 31, 2015, we incurred approximately $29.8 million in capital expenditures. We also received $7.8 million from sale-leaseback transactions. We expect total gross capital expenditures between $35.0 million and $37.0 million for fiscal year 2015. We intend to fund these initiatives with our 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:

	Thirty-Nine Weeks Ended
	October 31,			November 1,
	2015			2014
	(in thousands)
Cash flows from operating activities	$	3,856		$	(13,753	)
Cash flows from investing activities		(22,056	)		(23,538	)
Cash flows from financing activities		18,390			37,675
Cash and cash equivalents at end of period		1,941			1,738

Net cash provided by operating activities was $3.9 million for the 39 weeks ended October 31, 2015, compared to net cash used in operations of $13.8 million for the corresponding period of fiscal year 2014, a change of approximately $17.6 million. Our net cash from operating activities increased primarily due to favorable changes in income taxes receivable and payable, prepaid expenses, deferred income taxes, depreciation and amortization, and inventory of $11.1 million, $3.0 million, $2.1 million, $2.0 million and $1.3 million, respectively, and a higher net income of $5.8 million. These changes were partially offset by unfavorable changes in deferred rent, accrued expenses, stock-based compensation, and accounts payable of $3.9 million, $1.3 million, $1.1 million, and $1.0 million, respectively.

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Net cash used in investing activities was $22.1 million for the 39 weeks ended October 31, 2015compared to$23.5 million for the corresponding period of fiscal year 2014. Capital expenditures increased by $6.3 million to $29.8 million for the 39 weeks ended October 31, 2015 compared to $23.5 million for the corresponding period of fiscal year 2014. This increase was primarily a result of opening nine new stores in the 39 weeks ended October 31, 2015 compared to eight new stores in the corresponding period of fiscal year 2014. Capital expenditures in fiscal year 2015 were partially offset by proceeds from sale-leasebacktransactions of $7.8 million.

Net cash provided by financing activities was $18.4 million for the 39 weeks ended October 31, 2015, compared to $37.7 million for the corresponding period of fiscal year 2014. The decrease in net cash provided by financing activities was partially due to lower net borrowings on the line of credit of $26.0 million in fiscal year 2015 compared to the prior year. This decrease was partially offset by a greater increase in the book overdraft of $6.4 million in fiscal year 2015 compared to the prior year. During the first three quarters of fiscal year 2014, we completed our initial public offering, and, through this transaction as well as the partial exercise of the over-allotment by our underwriters granted at the time of the initial public offering, we received total net proceeds, after deducting underwriting discounts and commissions and our offering expenses of $3.3 million, of $73.4 million. These proceeds were used to partially pay down the amounts outstanding under our term loan.

Our outstanding debt consists of our senior secured revolving line of credit and our senior secured term loan.

Senior Secured Revolving Credit Facility. We have a senior secured revolving credit facility with Wells Fargo that provides for borrowings in the aggregate amount of up to $135.0 million, subject to a borrowing base calculation. As of October 31, 2015, $63.7 million was available for borrowing and $49.7 million was outstanding under the revolving credit facility. The revolving credit facility matures on December 3, 2019.

Each of the subsidiaries of Sportsman’s Warehouse Holdings, Inc., or Holdings, is a borrower under the revolving credit facility, and all obligations under the revolving credit facility are guaranteed by Holdings. All of our obligations under the revolving credit facility are secured by a lien on substantially all of Holdings’ tangible and intangible assets and the tangible and intangible assets of all of our subsidiaries, including a pledge of all capital stock of each of our subsidiaries. The lien securing the obligations under the revolving credit facility is a first priority lien as to certain liquid assets, including cash, accounts receivable, deposit accounts and inventory. In addition, the credit agreement contains provisions that enable Wells Fargo to require us to maintain a lock-box for the collection of all receipts.

Borrowings under the revolving credit facility bear interest based on either, at our option, the base rate or LIBOR, in each case plus an applicable margin. The base rate is the higher of (1) Wells Fargo’s prime rate, (2) the federal funds rate (as defined in the credit agreement) plus 0.50% and (3) the one-month LIBOR (as defined in the credit agreement) plus 1.00%. The applicable margin for loans under the revolving credit facility, which varies based on the average daily availability, ranges from 0.75% to 1.25% per year for base rate loans and from 1.50% to 2.00% per year for LIBOR loans. The weighted average interest rate on the amount outstanding under the revolving credit facility as of October 31, 2015 was 1.69%.

Interest on base rate loans is payable monthly in arrears and interest on LIBOR loans is payable based on the LIBOR interest period selected by us, which can be 30, 60 or 90 days. All amounts that are not paid when due under our revolving credit facility will accrue interest at the rate otherwise applicable plus 1.75% until such amounts are paid in full.

We may be required to make mandatory prepayments under the revolving credit facility in the event of a disposition of certain property or assets, in the event of receipt of certain insurance or condemnation proceeds, upon the issuance of certain debt or equity securities, upon the incurrence of certain indebtedness for borrowed money or upon the receipt of certain payments not received in the ordinary course of business.

The revolving credit facility contains customary affirmative and negative covenants, including covenants that limit our ability to incur, create or assume certain indebtedness, to create, incur or assume certain liens, to make certain investments, to make sales, transfers and dispositions of certain property and to undergo certain fundamental changes, including certain mergers, liquidations and consolidations. The revolving credit facility also requires us to maintain a minimum availability at all times of not less than 10% of the gross borrowing base, and in any event, not less than $5.0 million. The revolving credit facility also contains customary events of default. As of October 31, 2015, we were in compliance with all covenants under the revolving credit facility.

On August 26, 2015, our wholly owned subsidiary, Sportsman’s Warehouse, Inc., amended its existing $135.0 million revolving credit facility with Wells Fargo. The terms of the new agreement are substantially the same as the old agreement, but include a reduction in the applicable interest rate margin of 0.25%. In connection with the amendment, we paid an amendment fee of $0.1 million.

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Senior Secured Term Loan. We have a $160.0 million senior secured term loan facility with a financial institution. The term loan was issued at a price of 99% of the aggregate principal amount and has a maturity date of December 3, 2020. The term loan requires quarterly principal payments of $0.4 million payable on the last business day of each fiscal quarter continuing up to and including October 30, 2020. A final installment payment consisting of the remaining unpaid balance is due on December 3, 2020. As of October 31, 2015, there was $158.4 million outstanding under the term loan.

All of Sportsman’s Warehouse, Inc.’s obligations under the term loan are guaranteed by Holdings, Minnesota Merchandising Corporation, a wholly owned subsidiary of Holdings, and each of Sportsman’s Warehouse, Inc.’s subsidiaries.

The term loan is secured by a lien on substantially all of the tangible and intangible assets of Sportsman’s Warehouse, Inc. The lien securing the obligations under the term loan is a first priority lien as to certain non-liquid assets, including equipment, intellectual property, proceeds of assets sales and other personal property.

Sportsman’s Warehouse, Inc. may be required to make mandatory prepayments on the term loan in the event of, among other things, certain asset sales, the receipt of payment in respect of certain insurance claims or upon the issuance or incurrence of certain indebtedness. Sportsman’s Warehouse, Inc. may also be required to make mandatory prepayments based on any excess cash flows as defined in the term loan agreement.

The term loan bears interest at a rate per annum equal to the one-, two-, three-, or six-month LIBOR (or, the nine- or 12-month LIBOR), as defined in the term loan agreement, at our election, which cannot be less than 1.25%, plus an applicable margin of 6.00%.

The term loan contains customary affirmative and negative covenants, including covenants that limit our ability to incur, create or assume certain indebtedness, to incur or assume certain liens, to purchase, hold or acquire certain investments, to declare or make certain dividends and distributions and to engage in certain mergers, consolidations and asset sales. The term loan also requires us to comply with specified financial covenants, including a minimum interest coverage ratio and a maximum total net leverage ratio. The term loan also contains customary events of default. As of October 31, 2015, we were in compliance with all covenants under the term loan.

Critical Accounting Policies

Our financial statements are prepared in accordance with generally accepted accounting principles in the United States, or GAAP. In connection with the preparation of the financial statements, we are required to make assumptions, make estimates and apply judgment that affect the reported amounts of assets, liabilities, revenue, expenses and the related disclosures. We base our assumptions, estimates and judgments on historical experience, current trends and other factors that we believe to be relevant at the time the condensed consolidated financial statements are prepared. On a regular basis, we review the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with GAAP. However, because future events and their effects cannot be determined with certainty, actual results could differ from our assumptions and estimates, and such differences could be material.

There have been no significant changes to our critical accounting policies as described in our Annual Report on Form 10-K for the fiscal year ended January 31, 2015.

Off Balance Sheet Arrangements

We are not party to any off balance sheet arrangements.

Contractual Obligations

In the normal course of business, we enter into various contractual obligations that may require future cash payments for long-term debt, operating lease obligations, letters of credit or other purchase obligations. As a result of the regularly scheduled principal and interest payments made on May 1, 2015 and July 31, 2015, the total payments to be made with respect to our long-term debt obligations was reduced from $226.2 million as of January 31, 2015 to $216.2 million as of October 31, 2015. All other changes to our contractual obligations during the 39 weeks ended October 31, 2015 were completed in the normal course of business and are not considered material.

20

Non-GAAP Measures

In evaluating our business, we use Adjusted EBITDA and Adjusted EBITDA margin as supplemental measures of our operating performance. We define Adjusted EBITDA as net income plus interest expense, income tax expense, depreciation and amortization, stock-based compensation expense, pre-opening expenses, expenses related to bonuses paid as a result of the successful completion of our initial public offering, litigation accrual, and secondary offering expenses. Adjusted EBITDA margin means, for any period, the Adjusted EBITDA for that period divided by the net sales for that period. We consider Adjusted EBITDA and Adjusted EBITDA margin important supplemental measures of our operating performance and believe they are frequently used by analysts, investors and other interested parties in the evaluation of companies in our industry. Other companies in our industry, however, may calculate Adjusted EBITDA and Adjusted EBITDA margin differently than we do. Management also uses Adjusted EBITDA and Adjusted EBITDA margin as additional measurement tools for purposes of business decision-making, including evaluating store performance, developing budgets and managing expenditures.

Adjusted EBITDA is not defined under GAAP and is not a measure of operating income, operating performance or liquidity presented in accordance with GAAP. Adjusted EBITDA has limitations as an analytical tool, and when assessing our operating performance, you should not consider Adjusted EBITDA in isolation or as a substitute for net income or other condensed consolidated statement of operations data prepared in accordance with GAAP. Some of these limitations include, but are not limited to:

● Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

● Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

● Adjusted EBITDA may be defined differently by other companies, and, therefore, it may not be directly comparable to the results of other companies in our industry;

● Adjusted EBITDA does not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt; and

● Adjusted EBITDA does not reflect income taxes or the cash requirements for any tax payments.

The following table presents a reconciliation of net income, the most directly comparable financial measure presented in accordance with GAAP, to Adjusted EBITDA for the 13 weeks and 39 weeks ended October 31, 2015 and November 1, 2014.

	Thirteen Weeks Ended						Thirty-Nine Weeks Ended
	October 31,			November 1,			October 31,			November 1,
	2015			2014			2015			2014
	(dollars in thousands)
Net income	$	9,541		$	8,916		$	16,381		$	10,611
Interest expense		3,659			4,122			10,567			13,487
Income tax expense		5,969			5,587			10,255			6,649
Depreciation and amortization		3,033			2,468			8,564			6,538
Stock-based compensation expense (1)		594			522			1,671			2,780
Pre-opening expenses (2)		606			230			2,697			2,359
IPO bonus (3)		—			—			—			2,200
Litigation accrual (4)		—			—			(4,000	)		—
Secondary offering expenses (5)		727			—			727			—
Adjusted EBITDA	$	24,129		$	21,845		$	46,862		$	44,624
Adjusted EBITDA margin		12.1	%		12.0	%		9.1	%		9.4	%

21

(1) Stock-based compensation expense represents non-cash expenses related to equity instruments granted to employees under our 2013 Performance Incentive Plan.

(2) 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.

(3) As a result of the completion of our initial public offering and pursuant to the terms of the employment agreements with our executive officers, we paid $2.2 million in bonuses to our executive officers.

(4) On March 9, 2015, a jury awarded $11.9 million against the defendants in the litigation discussed in Note 12 to our condensed consolidated financial statements. We reviewed the decision and accrued $4.0 million in our results for the fiscal year and fourth quarter ended January 31, 2015 related to this matter. We strongly disagreed with the jury’s verdict and filed post-trial motions seeking to have the verdict set aside. On July 30, 2015, the court granted our motion for judgment as a matter of law. The plaintiff and a co-defendant have appealed the July 30, 2015 ruling to the appellate court and the appeal is currently in process. Based on the court’s most recent judgment in our favor, 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. The reversal of the $4.0 million accrual is recorded in selling, general, and administrative expenses in the accompanying statements of income.

(5) On September 30, 2015, 6,250,000 shares of common stock were sold in a secondary offering by certain existing shareholders, including affiliates of Seidler Equity Partners III, L.P. We received no proceeds from the secondary offering but incurred $0.7 million in offering expenses. On October 26, 2015, the underwriters of the secondary offering of common stock partially exercised the option granted at the time of the secondary offering to purchase an additional 649,022 shares of common stock at the secondary offering price of $12.25 per share, less underwriting discounts and commissions, which consists solely of shares sold by affiliates of Seidler Equity Partners III, L.P. We received no proceeds from the partial exercise of the option but incurred minimal offering expenses. Total expenses incurred related to the secondary offering and the exercise of the option was $0.7 million and is recorded in selling, general and administrative expenses in the accompanying statements of income.

Recent Accounting Pronouncements

For a description of recent accounting pronouncements, see Note 2 to our condensed consolidated financial statements. Under the Jumpstart Our Business Startup Act, “emerging growth companies” (“EGCs”) can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards, and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not EGCs.

22

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Our principal exposure to market risk relates to changes in interest rates. Our revolving credit facility and term loan carry floating interest rates that are tied to LIBOR, the federal funds rate and the prime rate, and, therefore, our income and cash flows will be exposed to changes in interest rates to the extent that we do not have effective hedging arrangements in place. We historically have not used interest rate swap agreements to hedge the variable cash flows associated with the interest on our credit facilities. At October 31, 2015, the weighted average interest rate on our borrowings under our revolving credit facility was 1.69%. Based on a sensitivity analysis at October 31, 2015, assuming the amount outstanding under our revolving credit facility would be outstanding for a full year, a 100 basis point increase in interest rates would increase our annual interest expense by approximately $0.5 million. As long as LIBOR is less than 1.25%, the interest rates on our $160.0 million term loan will be fixed at 7.25%. Since we entered into the term loan facility on December 3, 2014, LIBOR has not exceeded 1.25%. We do not use derivative financial instruments for speculative or trading purposes. However, this does not preclude our adoption of specific hedging strategies in the future.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

As of the end of the period covered by this report, management, including our chief executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures. Based upon and as of the date of the evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective as of October 31, 2015 to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer and our chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting during the 13 weeks ended October 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

23

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There were no material developments during the quarterly period ended October 31, 2015 with respect to our litigation in the Lacey Marketplace action described in Part II, Item 1 of our Quarterly Report on Form 10-Q for the quarterly period ended August 1, 2015.

We are also subject to various legal proceedings and claims, including employment claims, wage and hour claims, intellectual property claims, contractual and commercial disputes and other matters that arise in the ordinary course of our business. While the outcome of these and other claims cannot be predicted with certainty, we do not believe that the outcome of these matters individually or in the aggregate will have a material adverse effect on our business, results of operations or financial condition.

ITEM 1A. RISK FACTORS

Our business faces significant risks and uncertainties. Certain important factors may have a material adverse effect on our business prospects, financial condition and results of operations, and you should carefully consider them. There have been no material changes in our assessment of our risk factors from those set forth in our Annual Report on Form 10-K for the fiscal year ended January 31, 2015.

24

ITEM 6. EXHIBITS

Exhibit Number	Description
3.1	Amended and Restated Certificate of Incorporation of Sportsman’s Warehouse Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed on June 11, 2014).
3.2	Amended and Restated Bylaws of Sportsman’s Warehouse Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Quarterly Report on Form 10-Q filed on June 11, 2014).
31.1*	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**	Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as created by Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document.
101.SCH*	XBRL Taxonomy Extension Schema Document.
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document.
________________________

* Filed herewith.

** Furnished herewith

25

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, thereunto duly authorized.

	SPORTSMAN’S WAREHOUSE HOLDINGS, INC.
Date: November 20, 2015	By:	/s/    John V. Schaefer
		John V. Schaefer
		President and Chief Executive Officer
		(Principal Executive Officer)
Date: November 20, 2015	By:	/s/    Kevan P. Talbot
		Kevan P. Talbot
		Chief Financial Officer and Secretary
		(Principal Financial and Accounting Officer)

26

EX-31.1

Exhibit 31.1

Certification of Chief Executive Officer pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, John V. Schaefer, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Sportsman’s Warehouse Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 20, 2015

/s/ John V. Schaefer

John V. Schaefer

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification of Chief Financial Officer pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Kevan P. Talbot, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Sportsman’s Warehouse Holdings, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 20, 2015

/s/ Kevan P. Talbot

Kevan P. Talbot

Chief Financial Officer and Secretary

EX-32.1

Exhibit 32.1

Certification pursuant to 18 U.S.C. Section 1350,

as Adopted pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Sportsman’s Warehouse Holdings, Inc. (the “Registrant”) for the fiscal quarter ended October 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), John V. Schaefer, as President and Chief Executive Officer of the Registrant, and Kevan P. Talbot, the Chief Financial Officer and Secretary of the Registrant, hereby certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to the best of their knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

Date: November 20, 2015

/s/ John V. Schaefer

John V. Schaefer

President and Chief Executive Officer

Date: November 20, 2015

/s/ Kevan P. Talbot

Kevan P. Talbot

Chief Financial Officer and Secretary

XML

Income Taxes - Additional Information (Details)	9 Months Ended	12 Months Ended
	Oct. 31, 2015	Jan. 31, 2015
Income Tax Disclosure [Abstract]
Effective income tax rate	38.50%	38.50%

XML

Summary of Significant Accounting Policies - Additional Information (Details) - Segment	9 Months Ended	12 Months Ended
	Oct. 31, 2015	Jan. 31, 2015
Accounting Policies [Abstract]
Fiscal period duration	364 days	364 days
Number of reportable segment	1

XML

Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended			6 Months Ended	9 Months Ended
	Mar. 09, 2015	Oct. 31, 2015	Aug. 01, 2015	Nov. 01, 2014	Aug. 01, 2015	Oct. 31, 2015	Nov. 01, 2014
Operating Leases
Rent expense		$ 10,357		$ 9,578		$ 29,981	$ 27,730
Loss contingency trial start date						Mar. 02, 2015
Loss contingency trial end date						Mar. 06, 2015
Trial award against defendants to the action	$ 11,887
Accrued amount of litigation			$ 4,000		$ 4,000
Reversal amount of accrued litigation settlement			$ 4,000		$ 4,000

XML

Secondary Offering

9 Months Ended

Oct. 31, 2015

Equity [Abstract]

Secondary Offering

(4) Secondary Offering

On September 30, 2015, 6,250,000 shares of common stock were sold in a secondary offering by certain existing shareholders, including affiliates of Seidler Equity Partners III, L.P. The Company received no proceeds from the secondary offering but incurred $705 in offering expenses. On October 26, 2015, the underwriters of the secondary offering partially exercised the option granted at the time of the secondary offering to purchase an additional 649,022 shares of common stock at the secondary offering price of $12.25 per share, less underwriting discounts and commissions, which consists solely of shares sold by affiliates of Seidler Equity Partners III, L.P. The Company received no proceeds from the partial exercise of the option but incurred $22 in offering expenses. Total expenses incurred related to the secondary offering and the exercise of the option was $727 and is recorded in selling, general, and administrative expenses in the accompanying statements of income.

XML

Accrued Expenses - Components of Accrued Expenses (Details) - USD ($) $ in Thousands	Oct. 31, 2015	Jan. 31, 2015
Payables And Accruals [Abstract]
Book overdraft	$ 20,871	$ 8,305
Unearned revenue	10,810	11,663
Accrued payroll and related expenses	8,641	7,104
Sales and use tax payable	4,973	3,708
Accrued construction costs	755	1,263
Litigation accrual		4,000
Other	8,107	6,577
Accrued expenses	$ 54,157	$ 42,620

XML

Property and Equipment (Details) - USD ($) $ in Thousands	Oct. 31, 2015	Jan. 31, 2015
Property Plant And Equipment [Line Items]
Total property and equipment, gross	$ 96,783	$ 74,727
Less accumulated depreciation and amortization	(27,620)	(20,410)
Total property and equipment, net	69,163	54,317
Furniture, fixtures, and equipment
Property Plant And Equipment [Line Items]
Total property and equipment, gross	40,764	32,678
Leasehold improvements
Property Plant And Equipment [Line Items]
Total property and equipment, gross	40,446	34,398
Construction in progress
Property Plant And Equipment [Line Items]
Total property and equipment, gross	$ 15,573	$ 7,651

XML

Revolving Line Of Credit - Additional Information (Details) - USD ($)	9 Months Ended
	Oct. 31, 2015	Jan. 31, 2015
Wells Fargo Senior Secured Revolving Credit Facility
Line Of Credit Facility [Line Items]
Line of credit facility, maximum borrowing capacity	$ 135,000,000
Line of credit facility, amount outstanding	57,001,000	$ 47,886,000
Amounts in depository under lock-box arrangements	$ 7,325,000	$ 5,987,000
Revolving credit facility, covenant term	The Revolving Line of Credit also requires us to maintain a minimum availability at all times of not less than 10% of the gross borrowing base, and in any event, not less than $5,000
Line of credit , maturity date	Dec. 03, 2019
Wells Fargo Senior Secured Revolving Credit Facility | Minimum
Line Of Credit Facility [Line Items]
Line of credit facility available borrowing capacity	$ 5,000,000
Wells Fargo Stand-by Commercial Letters of Credit
Line Of Credit Facility [Line Items]
Net borrowing available under revolving line of credit	$ 750,000

XML

Long-Term Debt - Summary of Long-Term Debt (Details) - USD ($) $ in Thousands	Oct. 31, 2015	Jan. 31, 2015
Debt Disclosure [Abstract]
Term loan	$ 158,400	$ 159,600
Less discount	(1,354)	(1,554)
Long-term debt	157,046	158,046
Less current portion, net of discount	(1,333)	(1,333)
Long-term debt, net of discount and current portion	$ 155,713	$ 156,713

XML

Initial Public Offering

9 Months Ended

Oct. 31, 2015

Equity [Abstract]

Initial Public Offering

(3) Initial Public Offering

On April 23, 2014, the Company completed its initial public offering, pursuant to which it issued and sold 8,333 shares of common stock at a price to the public of $9.50 per share; included in this offering was the sale of 4,167 shares by affiliates of Seidler Equity Partners III, L.P. The total net proceeds raised by the Company were $70,299 after deducting underwriting discounts and commissions of $5,542 and other offering expenses of $3,326. Total net proceeds were used to make an unscheduled early payment on the term loan. In connection with the initial public offering, all of the then-outstanding shares of restricted nonvoting common stock automatically converted into shares of common stock.

On May 16, 2014, the underwriters of the Company’s initial public offering of common stock partially exercised the over-allotment option granted at the time of the initial public offering to purchase an additional 1,400 shares of common stock at the public offering price of $9.50 per share, less underwriting discounts and commissions, which consists of 350 shares sold by the Company and 1,050 shares sold by affiliates of Seidler Equity Partners III, L.P. The Company received, after deducting underwriting discounts and commissions and estimated offering expenses, approximately $3,100 of net proceeds. Substantially all of the net proceeds were used for the repayment of an additional amount outstanding under the Company’s term loan.

XML

Long-Term Debt - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2015	Nov. 01, 2014	Oct. 31, 2015	Nov. 01, 2014	Jan. 31, 2015
Debt Instrument [Line Items]
Long-term debt	$ 157,046		$ 157,046		$ 158,046
Debt instrument discount at issuance	1,354		1,354		$ 1,554
Amortization of discount on debt and deferred financing fees			552	$ 977
New Term Loan
Debt Instrument [Line Items]
Senior secured loan facility	$ 160,000		$ 160,000
Term Loan
Debt Instrument [Line Items]
Debt instrument issuance price, percentage of aggregate principal amount	99.00%		99.00%
Line of credit , maturity date			Dec. 03, 2020
Long-term debt	$ 157,046		$ 157,046
Debt instrument discount at issuance	1,354		1,354
Amortization of discount on debt and deferred financing fees	$ 67		$ 200
Prior Term Loan
Debt Instrument [Line Items]
Amortization of discount on debt and deferred financing fees		$ 122		$ 368

XML

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands	Oct. 31, 2015	Jan. 31, 2015
Current assets:
Cash and cash equivalents	$ 1,941	$ 1,751
Accounts receivable, net	393	425
Merchandise inventories	253,882	185,909
Prepaid expenses and other	5,557	7,468
Deferred income taxes, current	2,743	2,928
Income taxes receivable		5,190
Total current assets	264,516	203,671
Property and equipment, net	69,163	54,317
Deferred income taxes, noncurrent	3,858	5,398
Definite lived intangibles, net	4,375	5,729
Other long-term assets, net	1,511	1,608
Total assets	343,423	270,723
Current liabilities:
Accounts payable	61,908	28,500
Accrued expenses	54,157	42,620
Income taxes payable	2,266
Revolving line of credit	49,676	41,899
Current portion of long-term debt, net of discount	1,333	1,333
Current portion of deferred rent	3,337	2,873
Total current liabilities	172,677	117,225
Long-term liabilities:
Long-term debt, net of discount and current portion	155,713	156,713
Deferred rent, noncurrent	29,066	28,117
Total long-term liabilities	184,779	184,830
Total liabilities	$ 357,456	$ 302,055
Commitments and contingencies
Stockholders' deficit:
Preferred stock, $.01 par value; 20,000 and 20,000 shares authorized, respectively; 0 shares issued and outstanding
Common stock, $.01 par value; 100,000 and 100,000 shares authorized, respectively; 42,004 and 41,818 shares issued and outstanding, respectively	$ 420	$ 418
Additional paid-in capital	77,173	76,257
Accumulated deficit	(91,626)	(108,007)
Total stockholders' deficit	(14,033)	(31,332)
Total liabilities and stockholders' deficit	$ 343,423	$ 270,723

XML

Description of Business

9 Months Ended

Oct. 31, 2015

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Description of Business

(1) Description of Business

Description of Business

Sportsman’s Warehouse Holdings, Inc. (“Holdings”) and its subsidiaries (collectively, the “Company”) operate retail sporting goods stores. As of October 31, 2015, the Company operated 64 stores in 19 states. The Company’s stores are aggregated into one single operating and reportable segment.

Basis of Presentation

The condensed consolidated financial statements included herein are unaudited and have been prepared by management of the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. The Company’s condensed consolidated balance sheet as of January 31, 2015 was derived from the Company’s audited consolidated balance sheet as of that date. All other condensed consolidated financial statements contained herein are unaudited and reflect all adjustments that are, in the opinion of management, necessary to summarize fairly our condensed consolidated financial statements for the periods presented. All of these adjustments are of a normal recurring nature. The results of the fiscal quarter ended October 31, 2015 are not necessarily indicative of the results to be obtained for the year ending January 30, 2016. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2015.

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Stock Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2015	Nov. 01, 2014	Oct. 31, 2015	Nov. 01, 2014
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation			$ 1,671	$ 2,780
Employees
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Nonvested stock units vested over grant date			4 years
Board of Directors
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Nonvested stock units vested over grant date			12 months
Nonvested Stock Unit Awards
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Issuance of nonvested stock units			27,668
Nonvested stock units issued, average value per share			$ 11.28
Employee Stock Plans | 2013 Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Number of shares available for awards	1,730,196		1,730,196
Number of awards outstanding	609,953		609,953
Selling, General and Administrative Expenses
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Stock-based compensation	$ 594	$ 522	$ 1,671	$ 2,780

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Earnings Per Share (Tables)

9 Months Ended

Oct. 31, 2015

Earnings Per Share [Abstract]

Computation of Basic and Diluted Loss Per Common Share

The following table sets forth the computation of basic and diluted loss per common share:

	13 Weeks Ended				39 Weeks Ended
	October 31,		November 1,		October 31,		November 1,
	2015		2014		2015		2014
Net income	$	9,541	$	8,916	$	16,381	$	10,611
Weighted-average shares of common stock outstanding:
Basic		42,004		41,818		41,953		39,342
Dilutive effect of common stock equivalents		358		113		333		211
Diluted		42,362		41,931		42,286		39,553
Basic earnings per share	$	0.23	$	0.21	$	0.39	$	0.27
Diluted earnings per share	$	0.23	$	0.21	$	0.39	$	0.27

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Stock Based Compensation - Rollforward of Outstanding Nonvested Stock Units (Details) - Nonvested Stock Unit Awards shares in Thousands	9 Months Ended
	Oct. 31, 2015 shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Beginning balance	887,853
Grants	27,668
Forfeitures	3,874
Vested	301,694
Ending balance	609,953

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Description of Business - Additional Information (Details)	9 Months Ended
	Oct. 31, 2015 Stores States Segment
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Number of stores	64
Number of states | States	19
Number of reportable segment | Segment	1

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Summary of Significant Accounting Policies

9 Months Ended

Oct. 31, 2015

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

(2) Summary of Significant Accounting Policies

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of Holdings and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Reporting Periods

The Company operates on a fiscal calendar that, in a given fiscal year, consists of the 52- or 53-week period ending on the Saturday closest to January 31st. The fiscal third quarters ended October 31, 2015 and November 1, 2014 both consisted of 13 weeks and are referred to herein as the third quarter of fiscal year 2015 and third quarter of fiscal year 2014, respectively. Fiscal year 2014 contained 52 weeks of operations ended January 31, 2015. Fiscal year 2015 will contain 52 weeks of operations and will end on January 30, 2016.

Seasonality

The Company’s business is generally seasonal, with a significant portion of total sales occurring during the third and fourth quarters of the calendar year.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Certain costs are estimated for the full year and allocated to interim periods based on estimates of time expired, benefit received, or activity associated with the interim period.

Segment Reporting

The Company operates solely as a sporting goods retailer whose Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer. The CODM reviews financial information presented on a consolidated and individual store and cost center basis, for purposes of allocating resources and evaluating financial performance. The Company’s stores offer essentially the same general product mix, and the core customer demographic remains similar chain-wide, as does the Company’s process for the procurement and marketing of its product mix. Furthermore, the Company distributes its product mix chain-wide from a single distribution center. Given that the stores have the same economic characteristics, the individual stores are aggregated into one single operating and reportable segment.

Significant Accounting Policies

There have been no significant changes to the Company’s significant accounting policies as described in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2015.

Comprehensive Income

The Company has no components of net income that would require classification as other comprehensive income for the 13 week or 39 week periods ended October 31, 2015 and November 1, 2014.

Recent Accounting Pronouncements

Revenue from Contracts with Customers

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09 “Revenue from Contracts with Customers” (Topic 606) (“ASU 2014-09”). ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. On July 9, 2015 the FASB voted to approve a one year deferral of the effective date of ASU 2014-09. As a result, the Company expects that it will apply the new revenue standard to annual and interim reporting periods beginning after December 15, 2017. In adopting ASU 2014-09, companies may use either a full retrospective or a modified retrospective approach. Management is evaluating the provisions of ASU 2014-09 and has not yet selected a transition method nor have they determined what impact the adoption of ASU 2014-09 will have on the Company's financial position or results of operations.

Share-Based Payments with Performance Conditions

In June 2014, the FASB issued ASU 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period”. ASU 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition of the award. A reporting entity should apply existing guidance in Accounting Standards Codification Topic 718, “Compensation-Stock Compensation”, as it relates to such awards. ASU 2014-12 is effective for fiscal years beginning after December 15, 2015, and may be applied prospectively or retrospectively. Early adoption is permitted. Management has evaluated the provisions of ASU 2014-12 and has determined that the adoption of ASU 2014-12 will have no impact on the Company's financial position or results of operations as the Company does not have any performance based awards.

Going Concern

In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. ASU 2014-15 requires an entity to evaluate whether there are conditions or events, in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the financial statements are available to be issued when applicable) and to provide related footnote disclosures in certain circumstances. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early application is permitted. Management does not expect the adoption of ASU 2014-15 to have any effect on the Company’s financial position, results of operations, or related disclosures.

Simplifying the Presentation of Debt Issuance Costs

In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for the first interim period for fiscal years beginning after December 15, 2015, with early adoption permitted for financial statements that have not been previously issued. Management does not expect the adoption of ASU 2015-03 to have any effect on the Company’s financial position or results of operations.

Simplifying the Measurement of Inventory

In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory” (“ASU 2015-11”). Under ASU 2015-11, inventory will be measured at the “lower of cost and net realizable value” and options that currently exist for “market value” will be eliminated. ASU 2015-11 defines net realizable value as the “estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.” No other changes were made to the current guidance on inventory measurement. ASU 2015-11 is effective for interim and annual periods beginning after December 15, 2016. Early application is permitted and should be applied prospectively. Management is evaluating the provisions of this statement, including which period to adopt, and has not determined what impact the adoption of ASU 2015-11 will have on the Company's financial position or results of operations.

Presentation and Subsequent Measurement of Debt Issuance Costs Association with Line of Credit Arrangements

In August 2015, the FASB issued ASU 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Association with Line of Credit Arrangements” (“ASU 2015-15”). ASU 2015-15 indicates that the guidance in ASU 2015-03 did not address presentation or subsequent measurement of debt issuance costs related to line of credit arrangements. Given the absence of authoritative guidance within ASU 2015-03, the SEC staff has indicated that they would not object to an entity deferring and presenting debt issuance costs ratably over the term of the line of credit arrangement, regardless of whether there are any outstanding borrowings on the line of credit arrangement. Management does not expect the adoption of ASU 2015-15 to have any effect on the Company’s financial position or results of operations.

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CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Oct. 31, 2015	Jan. 31, 2015
Statement Of Financial Position [Abstract]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	20,000,000	20,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares issued	42,004,000	41,818,000
Common stock, shares outstanding	42,004,000	41,818,000

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Commitments and Contingencies

9 Months Ended

Oct. 31, 2015

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

(12) Commitments and Contingencies

Operating Leases

The Company leases its retail store, office space and warehouse locations under non-cancelable operating leases. Rent expense under these leases totaled $10,357 and $9,578 for the 13 weeks ended October 31, 2015 and November 1, 2014, respectively, and $29,981 and $27,730 for the 39 weeks ended October 31, 2015 and November 1, 2014, respectively.

Legal Matters

The Company is involved in various legal matters generally incidental to its business. After discussion with legal counsel, the Company believes that the disposition of these matters will not have a material impact on its consolidated financial condition, liquidity, or results of operations.

On March 12, 2014, the Company was added as a defendant to a pending consolidated action filed in the United States District Court, Western District of Washington, captioned as Lacey Market Place Associates II, LLC, et al. v. United Farmers of Alberta Co-Operative Limited, et al., Case No. 2:13-cv-00383-JLR against United Farmers of Alberta Co-Operative Limited (the seller of Wholesale Sports Outdoor Outfitters (“Wholesale Sports”)), Wholesale Sports, Alamo Group, LLC and Donald F. Gaube and spouse. The amended complaint was filed by the landlords of two stores that the Company did not assume in the Company’s purchase of assets from Wholesale Sports. Such stores were formerly operated by Wholesale Sports in Skagit and Thurston Counties in Washington. The amended complaint alleged breach of lease, breach of collateral assignment, misrepresentation, intentional interference with contract, piercing the corporate veil and violation of Washington’s Fraudulent Transfer Act. The Company was named as a co-defendant with respect to the intentional interference with contract and fraudulent conveyance claims. The amended complaint sought against the Company and all defendants unspecified money damages, declaratory relief and attorneys’ fees and costs. On January 28, 2015, the court in the Lacey Marketplace action granted in part and denied in part the Company’s motion for summary judgment and dismissed the intentional interference claim against the Company, but declined to dismiss the fraudulent transfer claim.

Trial in the Lacey Marketplace action began March 2, 2015 and concluded March 6, 2015. On March 9, 2015, the jury in the trial awarded $11,887 against the defendants to the action, including the Company. The Company reviewed the decision and accrued $4,000 in its results for the fiscal year and fourth quarter ended January 31, 2015 related to this matter. The Company strongly disagreed with the jury’s verdict and filed post-trial motions seeking to have the verdict set aside. On July 30, 2015, the court granted the Company’s motion for judgment as a matter of law. The plaintiff and a co-defendant have appealed the July 30, 2015 ruling to the appellate court and the appeal is currently in process. Based on the court’s most recent judgment in favor of the Company, the Company determined that the likelihood of loss in this case is not probable, and, as such, the Company reversed the previous accrual of $4,000 in its results for the 13 weeks and 26 weeks ended August 1, 2015. The reversal of the $4,000 accrual is recorded in selling, general, and administrative expenses in the accompanying statements of income.

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Document and Entity Information - shares	9 Months Ended
	Oct. 31, 2015	Nov. 20, 2015
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Oct. 31, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q3
Trading Symbol	SPWH
Entity Registrant Name	SPORTSMAN'S WAREHOUSE HOLDINGS, INC.
Entity Central Index Key	0001132105
Current Fiscal Year End Date	--01-30
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		42,003,599

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Oct. 31, 2015

Accounting Policies [Abstract]

Principles of Consolidation

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of Holdings and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

Reporting Periods

Reporting Periods

The Company operates on a fiscal calendar that, in a given fiscal year, consists of the 52- or 53-week period ending on the Saturday closest to January 31st. The fiscal third quarters ended October 31, 2015 and November 1, 2014 both consisted of 13 weeks and are referred to herein as the third quarter of fiscal year 2015 and third quarter of fiscal year 2014, respectively. Fiscal year 2014 contained 52 weeks of operations ended January 31, 2015. Fiscal year 2015 will contain 52 weeks of operations and will end on January 30, 2016.

Seasonality

Seasonality

The Company’s business is generally seasonal, with a significant portion of total sales occurring during the third and fourth quarters of the calendar year.

Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Certain costs are estimated for the full year and allocated to interim periods based on estimates of time expired, benefit received, or activity associated with the interim period.

Segment Reporting

Segment Reporting

The Company operates solely as a sporting goods retailer whose Chief Operating Decision Maker (“CODM”) is the Chief Executive Officer. The CODM reviews financial information presented on a consolidated and individual store and cost center basis, for purposes of allocating resources and evaluating financial performance. The Company’s stores offer essentially the same general product mix, and the core customer demographic remains similar chain-wide, as does the Company’s process for the procurement and marketing of its product mix. Furthermore, the Company distributes its product mix chain-wide from a single distribution center. Given that the stores have the same economic characteristics, the individual stores are aggregated into one single operating and reportable segment.

Significant Accounting Policies

Significant Accounting Policies

There have been no significant changes to the Company’s significant accounting policies as described in the Company’s Annual Report on Form 10-K for the fiscal year ended January 31, 2015.

Comprehensive Income

Comprehensive Income

The Company has no components of net income that would require classification as other comprehensive income for the 13 week or 39 week periods ended October 31, 2015 and November 1, 2014.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Revenue from Contracts with Customers

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09 “Revenue from Contracts with Customers” (Topic 606) (“ASU 2014-09”). ASU 2014-09 is a comprehensive new revenue recognition model requiring a company to recognize revenue to depict the transfer of goods or services to a customer at an amount reflecting the consideration it expects to receive in exchange for those goods or services. On July 9, 2015 the FASB voted to approve a one year deferral of the effective date of ASU 2014-09. As a result, the Company expects that it will apply the new revenue standard to annual and interim reporting periods beginning after December 15, 2017. In adopting ASU 2014-09, companies may use either a full retrospective or a modified retrospective approach. Management is evaluating the provisions of ASU 2014-09 and has not yet selected a transition method nor have they determined what impact the adoption of ASU 2014-09 will have on the Company's financial position or results of operations.

Share-Based Payments with Performance Conditions

In June 2014, the FASB issued ASU 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period”. ASU 2014-12 requires that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition of the award. A reporting entity should apply existing guidance in Accounting Standards Codification Topic 718, “Compensation-Stock Compensation”, as it relates to such awards. ASU 2014-12 is effective for fiscal years beginning after December 15, 2015, and may be applied prospectively or retrospectively. Early adoption is permitted. Management has evaluated the provisions of ASU 2014-12 and has determined that the adoption of ASU 2014-12 will have no impact on the Company's financial position or results of operations as the Company does not have any performance based awards.

Going Concern

In August 2014, the FASB issued ASU 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern”. ASU 2014-15 requires an entity to evaluate whether there are conditions or events, in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the financial statements are available to be issued when applicable) and to provide related footnote disclosures in certain circumstances. ASU 2014-15 is effective for the annual period ending after December 15, 2016, and for annual and interim periods thereafter. Early application is permitted. Management does not expect the adoption of ASU 2014-15 to have any effect on the Company’s financial position, results of operations, or related disclosures.

Simplifying the Presentation of Debt Issuance Costs

In April 2015, the FASB issued ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs” (“ASU 2015-03”). ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 is effective for the first interim period for fiscal years beginning after December 15, 2015, with early adoption permitted for financial statements that have not been previously issued. Management does not expect the adoption of ASU 2015-03 to have any effect on the Company’s financial position or results of operations.

Simplifying the Measurement of Inventory

In July 2015, the FASB issued ASU 2015-11, “Simplifying the Measurement of Inventory” (“ASU 2015-11”). Under ASU 2015-11, inventory will be measured at the “lower of cost and net realizable value” and options that currently exist for “market value” will be eliminated. ASU 2015-11 defines net realizable value as the “estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation.” No other changes were made to the current guidance on inventory measurement. ASU 2015-11 is effective for interim and annual periods beginning after December 15, 2016. Early application is permitted and should be applied prospectively. Management is evaluating the provisions of this statement, including which period to adopt, and has not determined what impact the adoption of ASU 2015-11 will have on the Company's financial position or results of operations.

Presentation and Subsequent Measurement of Debt Issuance Costs Association with Line of Credit Arrangements

In August 2015, the FASB issued ASU 2015-15, “Presentation and Subsequent Measurement of Debt Issuance Costs Association with Line of Credit Arrangements” (“ASU 2015-15”). ASU 2015-15 indicates that the guidance in ASU 2015-03 did not address presentation or subsequent measurement of debt issuance costs related to line of credit arrangements. Given the absence of authoritative guidance within ASU 2015-03, the SEC staff has indicated that they would not object to an entity deferring and presenting debt issuance costs ratably over the term of the line of credit arrangement, regardless of whether there are any outstanding borrowings on the line of credit arrangement. Management does not expect the adoption of ASU 2015-15 to have any effect on the Company’s financial position or results of operations.

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CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2015	Nov. 01, 2014	Oct. 31, 2015	Nov. 01, 2014
Income Statement [Abstract]
Net sales	$ 199,704	$ 182,532	$ 517,182	$ 474,425
Cost of goods sold	133,139	121,881	349,464	320,819
Gross profit	66,565	60,651	167,718	153,606
Selling, general, and administrative expenses	47,396	42,026	130,515	122,859
Income from operations	19,169	18,625	37,203	30,747
Interest expense	(3,659)	(4,122)	(10,567)	(13,487)
Income before income taxes	15,510	14,503	26,636	17,260
Income tax expense	5,969	5,587	10,255	6,649
Net income	$ 9,541	$ 8,916	$ 16,381	$ 10,611
Earnings per share:
Basic	$ 0.23	$ 0.21	$ 0.39	$ 0.27
Diluted	$ 0.23	$ 0.21	$ 0.39	$ 0.27
Weighted average shares outstanding:
Basic	42,004	41,818	41,953	39,342
Diluted	42,362	41,931	42,286	39,553

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Revolving Line of Credit

9 Months Ended

Oct. 31, 2015

Line Of Credit Facility [Abstract]

Revolving Line of Credit

(7) Revolving Line of Credit

The Company has a senior secured revolving credit facility (“Revolving Line of Credit”) with Wells Fargo Bank, National Association (“Wells Fargo”) that provides for borrowings in the aggregate amount of up to $135,000, subject to a borrowing base calculation.

As of October 31, 2015 and January 31, 2015, the Company had $57,001 and $47,886, respectively, in outstanding revolving loans under the Revolving Line of Credit. Amounts outstanding are offset on the condensed consolidated balance sheets by amounts in depository accounts under lock-box arrangements, which were $7,325 and $5,987 as of October 31, 2015 and January 31, 2015, respectively. As of October 31, 2015, the Company had stand-by commercial letters of credit of $750 under the terms of the Revolving Line of Credit.

The Revolving Line of Credit contains customary affirmative and negative covenants, including covenants that limit the Company’s ability to incur, create or assume certain indebtedness, to create, incur or assume certain liens, to make certain investments, to make sales, transfers and dispositions of certain property and to undergo certain fundamental changes, including certain mergers, liquidations and consolidations. The Revolving Line of Credit also requires us to maintain a minimum availability at all times of not less than 10% of the gross borrowing base, and in any event, not less than $5,000. The revolving credit facility also contains customary events of default. The Revolving Line of Credit matures on December 3, 2019.

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Accrued Expenses

9 Months Ended

Oct. 31, 2015

Payables And Accruals [Abstract]

Accrued Expenses

(6) Accrued Expenses

Accrued expenses consisted of the following as of October 31, 2015 and January 31, 2015:

	October 31,		January 31,
	2015		2015
Book overdraft	$	20,871	$	8,305
Unearned revenue		10,810		11,663
Accrued payroll and related expenses		8,641		7,104
Sales and use tax payable		4,973		3,708
Accrued construction costs		755		1,263
Litigation accrual		—		4,000
Other		8,107		6,577
	$	54,157	$	42,620

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Stock Based Compensation (Tables)

9 Months Ended

Oct. 31, 2015

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Rollforward of Outstanding Nonvested Stock Units

The following table sets forth the rollforward of outstanding nonvested stock units:

	39 Weeks Ended
	October 31, 2015
Nonvested stock units at January 31, 2015		887,853
Grants		27,668
Forfeitures		3,874
Vested		301,694
Nonvested stock units at October 31, 2015		609,953

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Property and Equipment (Tables)

9 Months Ended

Oct. 31, 2015

Property Plant And Equipment [Abstract]

Schedule of Property and Equipment

Property and equipment as of October 31, 2015 and January 31, 2015 were as follows:

	October 31,			January 31,
	2015			2015
Furniture, fixtures, and equipment	$	40,764		$	32,678
Leasehold improvements		40,446			34,398
Construction in progress		15,573			7,651
Total property and equipment, gross		96,783			74,727
Less accumulated depreciation and amortization		(27,620	)		(20,410	)
Total property and equipment, net	$	69,163		$	54,317

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Earnings Per Share

9 Months Ended

Oct. 31, 2015

Earnings Per Share [Abstract]

Earnings Per Share

(10) Earnings Per Share

Basic earnings per share is calculated by dividing net income by the weighted-average number of shares of common stock outstanding, reduced by the number of shares repurchased and held in treasury, during the period. Diluted earnings per share represents basic earnings per share adjusted to include the potentially dilutive effect of outstanding share option awards, nonvested share awards and nonvested share unit awards.

The following table sets forth the computation of basic and diluted loss per common share:

	13 Weeks Ended				39 Weeks Ended
	October 31,		November 1,		October 31,		November 1,
	2015		2014		2015		2014
Net income	$	9,541	$	8,916	$	16,381	$	10,611
Weighted-average shares of common stock outstanding:
Basic		42,004		41,818		41,953		39,342
Dilutive effect of common stock equivalents		358		113		333		211
Diluted		42,362		41,931		42,286		39,553
Basic earnings per share	$	0.23	$	0.21	$	0.39	$	0.27
Diluted earnings per share	$	0.23	$	0.21	$	0.39	$	0.27

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Long-Term Debt

9 Months Ended

Oct. 31, 2015

Debt Disclosure [Abstract]

Long-Term Debt

(8) Long-Term Debt

Long-term debt consisted of the following as of October 31, 2015 and January 31, 2015:

	October 31,			January 31,
	2015			2015
Term loan	$	158,400		$	159,600
Less discount		(1,354	)		(1,554	)
		157,046			158,046
Less current portion, net of discount		(1,333	)		(1,333	)
Long-term portion	$	155,713		$	156,713

Term Loan

The Company has a $160,000 senior secured term loan facility (“Term Loan”) with a financial institution. The Term Loan was issued at a price of 99% of the aggregate principal amount and has a maturity date of December 3, 2020.

As of October 31, 2015, the Term Loan had $157,046 outstanding, net of an unamortized discount of $1,354. During the 13 weeks and 39 weeks ended October 31, 2015, the Company recognized $67 and $200, respectively, of non-cash interest expense with respect to the amortization of this discount. During the 13 weeks and 39 weeks ended November 1, 2014, the Company recognized $122 and $368, respectively, of non-cash interest expense with respect to the amortization of the discount on the prior term loan.

As part of the Term Loan agreement, there are a number of financial and non-financial debt covenants. The financial covenants include a net leverage ratio and an interest coverage ratio to be measured on a trailing twelve month basis.

Restricted Net Assets

The provisions of the Term Loan and the Revolving Line of Credit restrict all of the net assets of the Company’s consolidated subsidiaries, which constitute all of the net assets on the Company’s condensed consolidated balance sheet as of October 31, 2015, from being used to pay any dividends without prior written consent from the financial institutions party to the Company’s Term Loan and Revolving Line of Credit.

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Income Taxes

9 Months Ended

Oct. 31, 2015

Income Tax Disclosure [Abstract]

Income Taxes

(9) Income Taxes

The 2015 estimated annual effective tax rate is expected to be 38.5%, which is comparable to 38.5% for the full year 2014. The annual effective tax rate is estimated to be the same due to no expected material change in store mix and applicable effective state income tax rates after apportionment.

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Stock Based Compensation

9 Months Ended

Oct. 31, 2015

Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]

Stock Based Compensation

(11) Stock-Based Compensation

Stock-Based Compensation

During the 13 weeks ended October 31, 2015 and November 1, 2014, the Company recognized total stock-based compensation expense of $594 and $522, respectively. During the 39 weeks ended October 31, 2015 and November 1, 2014, the Company recognized total stock-based compensation expense of $1,671 and $2,780, respectively. Compensation expense related to the Company's stock-based payment awards is recognized in selling, general, and administrative expenses in the consolidated statements of income.

Employee Stock Plans

As of October 31, 2015, the number of shares available for awards under the 2013 Performance Incentive Plan (the “2013 Plan”) was 1,730,196. As of October 31, 2015, there were 609,953 awards outstanding under the 2013 Plan.

Nonvested Stock Unit Awards

During the 39 weeks ended October 31, 2015, the Company issued 27,668 nonvested stock units to employees or independent members of the Board of Directors at an average value of $11.28 per share. The nonvested stock units issued to employees vest evenly over four years on the grant date anniversary. The nonvested stock units issued to independent members of the Board of Directors vest evenly over 12 months on the grant date anniversary.

The following table sets forth the rollforward of outstanding nonvested stock units:

	39 Weeks Ended
	October 31, 2015
Nonvested stock units at January 31, 2015		887,853
Grants		27,668
Forfeitures		3,874
Vested		301,694
Nonvested stock units at October 31, 2015		609,953

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Earnings Per Share - Computation of Basic and Diluted Loss Per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended		9 Months Ended
	Oct. 31, 2015	Nov. 01, 2014	Oct. 31, 2015	Nov. 01, 2014
Earnings Per Share [Abstract]
Net income	$ 9,541	$ 8,916	$ 16,381	$ 10,611
Weighted-average shares of common stock outstanding:
Basic	42,004	41,818	41,953	39,342
Dilutive effect of common stock equivalents	358	113	333	211
Diluted	42,362	41,931	42,286	39,553
Basic earnings per share	$ 0.23	$ 0.21	$ 0.39	$ 0.27
Diluted earnings per share	$ 0.23	$ 0.21	$ 0.39	$ 0.27

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Long-Term Debt (Tables)

9 Months Ended

Oct. 31, 2015

Debt Disclosure [Abstract]

Summary of Long-Term Debt

Long-term debt consisted of the following as of October 31, 2015 and January 31, 2015:

	October 31,			January 31,
	2015			2015
Term loan	$	158,400		$	159,600
Less discount		(1,354	)		(1,554	)
		157,046			158,046
Less current portion, net of discount		(1,333	)		(1,333	)
Long-term portion	$	155,713		$	156,713

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Initial Public Offering - Additional Information (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands			9 Months Ended
	May. 16, 2014	Apr. 23, 2014	Nov. 01, 2014
Subsidiary Or Equity Method Investee [Line Items]
Issuance of common stock, net			$ 73,393
Initial Public Offering
Subsidiary Or Equity Method Investee [Line Items]
Initial public offering common stock, shares issued	1,400	8,333
Initial public offering common stock to public, price per share	$ 9.50	$ 9.50
Proceeds from issuance initial public offering, net		$ 70,299
Payment of underwriting discounts and commissions		5,542
Other offering expenses		$ 3,326
Issuance of common stock, net	$ 3,100
Initial Public Offering | Parent Company
Subsidiary Or Equity Method Investee [Line Items]
Initial public offering common stock, shares issued	350
Initial Public Offering | Seidler Equity Partners III L.P.
Subsidiary Or Equity Method Investee [Line Items]
Initial public offering common stock, shares issued	1,050	4,167

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Oct. 31, 2015	Nov. 01, 2014
Cash flows from operating activities:
Net income	$ 16,381	$ 10,611
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation of property and equipment	7,210	5,183
Amortization of discount on debt and deferred financing fees	552	977
Amortization of definite lived intangible	1,354	1,354
Net increase in deferred rent	1,413	5,252
Deferred income taxes	1,725	(403)
Stock-based compensation	1,671	2,780
Change in operating assets and liabilities:
Accounts receivable, net	32	(57)
Merchandise inventories	(67,973)	(69,268)
Prepaid expenses and other	1,656	(1,338)
Accounts payable	33,408	34,448
Accrued expenses	(1,029)	303
Income taxes receivable and payable	7,456	(3,595)
Net cash provided by (used in) operating activities	3,856	(13,753)
Cash flows from investing activities:
Purchase of property and equipment	(29,820)	(23,538)
Proceeds from sale-leaseback transactions	7,764
Net cash used in investing activities	(22,056)	(23,538)
Cash flows from financing activities:
Net borrowings on line of credit	7,777	33,842
Issuance of common stock, net		73,393
Increase in book overdraft	12,566	6,209
Excess tax benefits from stock-based compensation arrangements	283	287
Payment of withholdings on restricted stock units	(1,036)	(993)
Principal payments on long-term debt	(1,200)	(75,063)
Net cash provided by financing activities	18,390	37,675
Net change in cash and cash equivalents	190	384
Cash and cash equivalents at beginning of period	1,751	1,354
Cash and cash equivalents at end of period	$ 1,941	$ 1,738

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Property and Equipment

9 Months Ended

Oct. 31, 2015

Property Plant And Equipment [Abstract]

Property and Equipment

(5) Property and Equipment

Property and equipment as of October 31, 2015 and January 31, 2015 were as follows:

	October 31,			January 31,
	2015			2015
Furniture, fixtures, and equipment	$	40,764		$	32,678
Leasehold improvements		40,446			34,398
Construction in progress		15,573			7,651
Total property and equipment, gross		96,783			74,727
Less accumulated depreciation and amortization		(27,620	)		(20,410	)
Total property and equipment, net	$	69,163		$	54,317

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Secondary Offering - Additional Information (Details) - USD ($) $ / shares in Units, shares in Thousands			9 Months Ended
	Oct. 26, 2015	Sep. 30, 2015	Nov. 01, 2014
Subsidiary Or Equity Method Investee [Line Items]
Issuance of common stock, net			$ 73,393,000
Seidler Equity Partners III L.P. | Secondary Offering
Subsidiary Or Equity Method Investee [Line Items]
Common stock shares sold in a secondary offering	649,022	6,250,000
Issuance of common stock, net	$ 0	$ 0
Offering expenses	$ 22,000	$ 705,000
Common stock shares issued, price per share	$ 12.25
Seidler Equity Partners III L.P. | Secondary Offering | Selling, General and Administrative Expenses
Subsidiary Or Equity Method Investee [Line Items]
Offering expenses	$ 727,000

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Accrued Expenses (Tables)

9 Months Ended

Oct. 31, 2015

Payables And Accruals [Abstract]

Components of Accrued Expenses

Accrued expenses consisted of the following as of October 31, 2015 and January 31, 2015:

	October 31,		January 31,
	2015		2015
Book overdraft	$	20,871	$	8,305
Unearned revenue		10,810		11,663
Accrued payroll and related expenses		8,641		7,104
Sales and use tax payable		4,973		3,708
Accrued construction costs		755		1,263
Litigation accrual		—		4,000
Other		8,107		6,577
	$	54,157	$	42,620