SecProbe.io

January 10, 2014

John Schaefer
President and Chief Executive Officer
Sportsman’s Warehouse Holdings, Inc.
7035 South High Tech Drive
Midvale, Utah 84047

Re: Sportsman’s Warehouse Holdings, Inc.
Draft Registration Statement on Form S -1
Submitted December 11, 2013
  CIK No. 0001132105

Dear Mr. Schaefer :

We have reviewed your draft registration statement  and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.

Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing the information you provide in response to these  comments  and your
amende d draft registration statement or filed registration statement,  we may have  additional
comments.

General

1. Please revise the registration statement to include all information required by Form S -1,
including filing the required exhibits, and complete all blanks in the registration
statement, subject to applicable exemptions.  Please also confirm to us your
understanding that we will require sufficient time to review such information before
declaring the registration statement effective.

2. Please supplementa lly provide us with any written materials that you or anyone
authorized to do so on your behalf provides in reliance on Section 5(d) of the Securities
Act to potential investors that are qualified institutional buyers or institutional accredited
investors.   Similarly, please supplementally provide us with any research reports about
you that are published or distributed in reliance upon Section 2(a)(3) of the Securities Act
of 1933 added by Section 105(a) of the Jumpstart Our Business Startups Act by any
broker or dealer that is participating or will participate in your offering.

John Schaefer
Sportsman’s Warehouse Holdings, , Inc.
January 10 , 2014
Page 2

 3. We note that you have disclosed in your risk factors that you will be deemed a
“controlled company”  and you have provided a discussion in your Management
disclosures.  P lease  also disclose in the  prospectus summary that you will be  a
“controlled company .”

Presentation of Certain Financial Measures
4. Please remove all defined terms in the forepart of your document.  All defined terms in
your prospectus should be clear from their context , if they are not clear, please revise.  In
this regard, we also note your use of the terms “SKU,” and “power and lifestyle centers.”
Please revise to explain within the context of your discussion what these terms mean.

5. Please tell us if the numerator i n your “ four-wall Adjusted EBITDA margin” calculation
is four-wall Adjusted EBITDA or Adjusted EBITDA.  Revise your disclosure if
necessary.

Prospectus Summary, page 1
6. Please provide copies of the reports or studies that support the qualitative and
comparative statements contained in your prospectus.  We note the following examples:

 “Today, we have the largest outdoor specialty store base in the W estern United
States and Alaska, ”  page 1;

 “The 2011 U.S. Fish and Wildlife national survey, published  once every five
years, found that hunting and fishing participation increased 11% and 9%,
respectively, for Americans ages  16 and older from 2006 to 2011,”  p age 2 ;

 “‘mom & pop’ shops…comprise 65% of the market,” page 2;

 “We operate 47 stores across 18 states, primarily in the Western United States
and Alaska, with a presence in these markets that is over three times that of the
next largest outdoor retailer ,” page 4, and;

 “According to the NSGA, in 2012, participation among women in hunting with
firear ms and target shooting with live ammunition increased 29% and 27%,
respectively,” page 69.

These are only examples.  Please mark your furnished support or provide page references
in your response to the sections you rely u pon for each specific statement.  To the extent
you are unable to provide support, please delete the qualitative and comparative
statement , or revise to indicate that it is based on management’s belief and discuss the
basis for such belief .  Please revise throughout your prospectus as nec essary.

John Schaefer
Sportsman’s Warehouse Holdings, , Inc.
January 10 , 2014
Page 3

 7. As a related matter, please tell us your basis for the statement that you are a “high -
growth” outdoor sporting goods retailer and tell us by what measure you are referring to
such growth.

8. Also , we note your statement  on page 2, first paragraph, second sentence,  “We believe
that U.S. outdoor activities and sporting goods retail sales totaled over $50 billion in
2012.”  Please revise to discuss the basis for this belief.

9. Also , we note your indication that your store layout is “less capital intensive” than that of
your principal competitors.  In an appropriate place in your disclosure, please explain
what you mean by this and provide your basis for this statement.

Our competitive strengths,  page 4

10. We note your reference on page 4 and elsewhere in your prospectus to “double -digit”
Adjusted EBITDA margins.   With a view to clarity, please revise to quantify such
amounts.

Principal Stockholders, page 6

11. Given the recent dividend payments you have made, please revise your prospectus
summary to disclose such dividends and the amounts that were ultimately paid out .
Please also state the business purpose for these dividends.  Please also disclose in your
prospectus summary that i n connection with these d ividend s, you incurred borrowings
under your term loans of at least $220 million  in 2012 and 2013 in order to do so .

12. Please revise your prospectus summary to quantify and describe any payments,
compensation or equity that your Pr incipal Stockh olders, directors or executive officers
received or will receive in connection wi th this offering.

Emerging Growth Company, page 6

13. Considering you are an emerging growth company, please state your election under
Section 107(b) of the JOBS  Act:

 If you have elected to opt out of the extended transition period for complying with
new or revised accounting standards pursuant to Section 107(b), include a statement
that the election is irrevocable; or

 If you have elected to use the extended transition period for complying with new or
revised accounting standards under Section 102(b)(1), provide a risk factor explaining
that this election allows you to delay the adoption of new or revised accounting
standards that have different effective date s for public and private companies until
those standards apply to private companies.  Please state in your risk factor that, as a
result of this election, your  financial statements may not be comparable to companies

John Schaefer
Sportsman’s Warehouse Holdings, , Inc.
January 10 , 2014
Page 4

 that comply with public company effectiv e dates.   Include a similar statement in your
critical accounting policy disclosures.

Summary Consolidated Financial and Operating Data, page 10

14. We note you r disclosure on page 11 that Adjusted EBITDA excludes certain “one -time
non-recurring expenses,” s uch as store acquisition costs, e -commerce start -up costs, and
pre-opening expenses.  Please note that Item 10(e) of Regulation S -K prohibits adjusting
a non -GAAP financial performance measure to eliminate items identified as non -
recurring, infrequent or u nusual when the nature of the charge is such that it is reasonably
likely to recur within two years or there was a similar charge within the prior two year.
We note that you incurred pre -opening expenses in all periods presented and acquisition
expenses i n the most recent annual and interim periods.  Given the recurrence of these
items, please refrain from referring to these charges as “one -time non -recurring” items.
See question 102.03 of our Non -GAAP Financial Measures Compliance and Disclosure
Interpre tation, available at
http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm .

Market and Industry Data, page 32

15. Please remove your statement that you “have not inde pendently verified the accuracy or
completeness” contained in your prospectus, as it is inappropriate to suggest  that you are
not responsible for the accuracy of the information you elect to include in your disclosure
document.

Use of Proceeds, page 33

16. We note that you are seeking a waiver from the requirement to use all the proceeds from
your offering to pay down your revolving credit facility.  With a view to understanding
why you plan to seek a waiver when you otherwise have no plans for the proceeds, please
elaborate upon why you plan to seek a waiver.  Also, please ensure that you continue to
update your prospectus concerning this issue as your registration statement is processed.
Please include a risk factor addressing the consequences should you no t obtain a waiver
from this requirement.

17. Please revise to quantify “a portion of the borrowings” outstanding under your term loans
to which you plan to apply some of your use of proceeds.

Dividend Policy, page 34

18. Please clarify your disclosure here to explain whether you paid two separate dividends in
November 2012 as your existing disclosure suggests that your restricted nonvoting stock
received a dividend of $1.81 and $8.57 at such time.

John Schaefer
Sportsman’s Warehouse Holdings, , Inc.
January 10 , 2014
Page 5

 19. Please also provide th e aggregate amount of dividends that were paid out at each of the
times you reference.

Management’s Discussion and Analysis, page 41

Results of Operations, page 44

20. Please revise your disclosure to elaborate upon how you define “customer visits.”  For
example, please clarify whether each visit includes a purchase made by a customer and
whether you distinguish between repeat customers in arriving at your total.

21. Where you identify intermediate causes of changes in your operating results, also
describe the reasons underlying the intermediate causes.  For example, you indicate on
page 46 that your same store sales increased 16.2% during the first three quarters of fiscal
year 2012 compared to the same period in fiscal 2011 due to an “overall general increase
in demand for our products.”  Please expand your disclosures to provide management’s
insight into the specific factors that contributed to this sales trend, and if possible,
quantify the impact of each underlying factor.  See Item 303(a) of Regulation S -K and
SEC Release No. 33 -8350.

22. We note your disclosure on page 19 that government regulations, particularly regulations
relating to the sale of firearms and ammunition, may negatively impact the demand for
your products and the ability to conduct your bus iness.  You also disclose on page 20 that
sales of firearms represent a significant percentage of your net sales and are critical in
drawing customers to your stores.  Considering the significance of firearms and
ammunitions to your net sales and the poten tial for restrictions on the future sale of such
products, please quantify, either in dollars or as a percentage of sales, your firearm and
ammunition sales for each period presented.  If you do not believe such information
would be useful to investors or enable them to view the company through the eyes of
management, please explain to us the reasons for such a determination.

Liquidity and Capital Resources, page 48

23. Quantify your future material commitments for capital expenditures and the source of
funds you intend to use to fulfill such commitments.  See Item 303(a)(2)(i) of Regulation
S-K.

24. Please provide a more informative analysis and discussion of changes in operating cash
flows, including changes in working capital components, for each period p resented.  In
doing so, please explain the underlying reasons and implications of material changes
between periods to provide investors with an understanding of trends and variability in
cash flows.  For example, given the significant number of new stores opened during fiscal
2013, you may wish to quantify the impact these new stores had on your cash flows, if
possible.  Please ensure your discussion and analysis is not merely a recitation of changes

John Schaefer
Sportsman’s Warehouse Holdings, , Inc.
January 10 , 2014
Page 6

 evident from the financial statements.  Refer to Item 303 (a) of Regulation S -K and SEC
Release No. 33 -8350.

Critical Accounting Policies, page 50

25. Please revise the discussion of your critical accounting policies and estimates to focus on
the assumptions and uncertainties that underlie your critical accounting estimates, rather
than duplicating certain of the accounting policy disclosures in the fina ncial statement
footnotes.  Discuss the sensitivity of reported results to changes in your assumptions,
judgments, and estimates, including the likelihood of obtaining materially different
results if different assumptions were applied.

Contractual Oblig ations, page 52

26. We note  your disclosure on page 67 that all of your leases provide for additional
payments associated with common area maintenance, real estate, taxes and insurance.
Please include a footnote below the contractual obligations table to ind icate that the
operating lease obligation amounts presented do not include these additional obligations.
Since this table is aimed at providing additional information that is material to
understanding a company’s cash requirements, you may want to disclos e amounts paid in
prior years for such items in order to provide a context for the reader to understand the
impact of these charges on your total lease obligations.  See Item 303(a)(5) of Regulation
S-K and footnote 46 to SEC Release No. 33 -8350.

Business , page 55

27. We note your indication on page 59 that you intend to modify 14 stores in 2014.  In an
appropriate place in your Management’s Discussion and Analysis, please disclose the
historical and projected costs of such remodels.

Executive Compensation,  page 81

28. Please update this section to provide compensation information for the recently
completed fiscal year.  In this regard, refer to Section 217.11  under “Interpretive
Responses Regarding Particular Situations” of our Compliance and Disclosure
Interp retations relating to Regulation S -K.

Executive Incentive Plans, page 82
29. We note your description of your benefits plans and your compensation plans are
qualified in their entirety by reference to the full text of each plan or award
documentation.   As you are responsible for the accuracy of the information in the filing,
this type of qualification is inappropriate.  Please revise accordingly.

John Schaefer
Sportsman’s Warehouse Holdings, , Inc.
January 10 , 2014
Page 7

 Description of Capital Stock, page 91

30. Please remove the statement to the effect that your summaries are not complete.

Financial Statements for the Fiscal Year Ended February 2, 2013

Notes to Consolidate d Financial Statements, page F -7
(1) Nature of the Business, page F -7
Segment Reporting, page F -8

31. We note that your chief operating decision maker reviews financial information presented
on a consolidated and individual store and cost center basis.  Please address the following
comments:

 You disclose on page 62 that you “actively monitor the profitability of each product
category within each department and adjust our assortment and selling space
accordingly.”  Please tell us the extent to which your CODM regularly reviews
financial information of your product categories and departments and explain why
your product categories or departments do not represent y our operating segments.

 Considering product category profitability appears to be a key measure used by
management, please tell us how you considered quant