SPORTSMANS GUIDE INC - 10-K Annual Report

Back to GetFilings.com

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

-------------------------

FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934.

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003
OR

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

For the transition period from to

Commission file number 0-15767

-------------------------

THE SPORTSMAN'S GUIDE, INC.
(Exact name of registrant as specified in its charter)

MINNESOTA
(State or other jurisdiction of
incorporation or organization)
41-1293081
(I.R.S. Employer Identification No.)

411 FARWELL AVENUE, SOUTH ST. PAUL, MINNESOTA 55075
(Address of principal executive offices)

(651) 451-3030
(Registrant's telephone number, including area code)

-------------------------

Securities registered pursuant to Section 12 (b) of the Act: NONE

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

COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of class)

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 if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [X]

As of June 30, 2003, the aggregate market value of the registrant's Common
Stock held by non-affiliates was approximately $50,473,168 based on the last
reported sale price of the Common Stock on such date on the NASDAQ National
Market.

As of March 15, 2004, there were 4,693,778 shares of the registrant's
Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Proxy Statement for its Annual Meeting of
Shareholders on May 7, 2004 are incorporated by reference into Part III of this
Form 10-K.

AVAILABLE INFORMATION

The Sportsman's Guide, Inc. makes available on its investor relations
website www.sportsmansguideir.com its annual report on Form 10-K, quarterly
reports on Form 10-Q, current reports on Form 8-K, and amendments to these
reports as soon as reasonably practicable after such material is electronically
filed with or furnished to the SEC.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

PART I

ITEM 1. BUSINESS

We are a leading marketer of value priced outdoor gear and general
merchandise, with a special emphasis on outdoor clothing, equipment and
footwear. We market and sell our merchandise through two primary channels:

- catalogs; and

- e-commerce websites.

Our catalogs as well as our websites offer high quality products at low
prices. Our catalogs are advertised as The "Fun-to-Read" Catalog(R)and our
primary website is advertised as the "Fun-to-Browse" Website(R). Our websites
include , our online retail store modeled on our print catalogs featuring
e-commerce and content, and www.bargainoutfitters.com, our online liquidation
outlet.

Our business was started in 1970. We were incorporated under the laws of
the State of Minnesota on March 23, 1977. Our principal executive offices are
located at 411 Farwell Avenue, South St. Paul, Minnesota 55075 and our telephone
number is (651) 451-3030.

INDUSTRY OVERVIEW

OUTDOOR SPORTS AND SPORTING GOODS. According to the Sporting Goods
Manufacturers Association, "SGMA," the sporting goods industry is estimated to
be a nearly $51 billion market, with outdoors related equipment: camping,
hiking, hunting, fishing and biking representing nearly 30% in 2003, an
approximate 3% increase over 2002, of the total market.

The sporting goods industry's growth in 2003 continued at a pace beyond
that of the total U.S. non-durable goods (GDP), a total increase of about 3.0%.
The three major markets of sporting goods are sporting goods equipment ($18.3
billion), sports apparel ($22.4 billion) and athletic footwear ($9.8 billion).
Sports apparel, athletic footwear and fitness products overall showed improved
growth for 2003.

CATALOG SALES. Studies conducted by the Direct Marketing Association (DMA)
show that total sales for 2003 are expected to grow to $135.3 billion, about
5.5% over the 2002 total.

ONLINE SHOPPING. Online sales reached $75 billion in 2003 and will continue
to grow by a compound annual growth rate of 17% through 2008, according to a
report issued by Jupiter Research. According to the report "Market Forecast:
U.S. Retail 2004-2008," the growth in online retail will be due in part to new
online buyers, not just veteran online buyers, who have come to embrace the
medium. Jupiter expects that the online buying population will grow by 14% in
2004, representing 30% of the U.S. population. By 2008, Jupiter expects one-half
of the U.S. population will make purchases online.

OUR CATALOGS

We publish main, specialty and Buyer's Club editions of The Sportsman's
Guide catalog. We mailed approximately 46.4 million catalogs to existing and
prospective customers in 2003.

FORMAT. Our catalogs are designed to be fun and entertaining. Every
merchandise offering uses a highly promotional format emphasizing our "Lowest
Prices Best Quality" philosophy. Unique to us is our product description, or
copy. The catalogs make creative and expansive use of art and copy to
extensively describe products with humorous text, call-outs, photos and photo
captions. Copy is written in the first person from Gary Olen to the reader. The
catalogs are perceived by customers as having entertainment value and are
advertised as The "Fun-to-Read" Catalog(R).

TYPES AND PURPOSES. Main catalog editions are mailed eleven months of the
year and offer selections of our best selling products in a variety of product
categories. We also use our main catalog as our primary prospecting catalog to
test new names and new products. Response data from main catalog mailings are
used to create specialty catalogs. New customers continue to receive monthly
main catalogs in addition to
2

specialty catalogs featuring the product categories in which they have shown an
interest through past purchases.

Specialty catalogs contain wide selections of products from a single
product category. We identify the product categories for our specialty catalogs
based on demand generated for certain categories in our main catalogs. During
2003, we published 10 specialty catalogs targeting buyers of government surplus,
camping and outdoor-living equipment, shooting supplies, hunting equipment and
holiday gifts. The specialty titles allow us to utilize a customized marketing
plan for individual consumer groups thereby maximizing response rates and
minimizing advertising costs as a percentage of sales. We believe that our
specialty catalog titles have been an important component in our sales growth,
and have allowed us to expand our sales to existing customers and to broaden
sales to new customers beyond our historical customer profile.

The Buyer's Club Advantage(TM) catalogs offer a wide variety of product
selections with sneak previews and exclusive deals for club members only. During
2003, we published 12 Buyer's Club Advantage(TM) editions, ranging from 48 to 64
pages per edition. We believe the club catalogs, as well as the growth in our
club memberships, have been an important component of our sales and
profitability growth.

CREATIVE. All catalogs are created and designed in-house by our creative
services department which produces the advertising copy and layouts for each
catalog. Substantially all of the photographs used in the catalogs are taken at
our in-house photo studio. Artwork and copy for the catalogs are transmitted in
digital format from our desktop publishing systems to a pre-press vendor and
then to the printer, which prints and mails the catalogs. These capabilities
allow us to preserve the catalog's distinctive character and allow us greater
control of the catalog production schedule, which reduces the lead time
necessary to produce catalogs. We are able to prepare and mail a catalog in
approximately 75 days. This allows us to offer new merchandise quickly to our
customers, thereby maximizing pricing opportunities while minimizing inventory
carrying costs. Because we use a value-oriented sales approach, we are able to
use a lower weight and grade of paper than our competitors to reduce our catalog
production and postage costs.

OUR WEBSITES

Our websites offer online shopping as well as online content-rich resources
and information for the outdoor enthusiast. Our online retail stores generated
approximately $69.1 million in sales in 2003 compared to $1.3 million in 1998.
Product sales on the sites accounted for over 36% of our sales in the fourth
quarter of 2003 compared to less than 1% for all of 1998. The GuideOutdoors
Network(TM) includes the following websites:

- SPORTSMANSGUIDE.COM, our online retail store and community/destination
portal for the outdoor enthusiast; and

- BARGAINOUTFITTERS.COM, our online liquidation outlet.

SPORTSMANSGUIDE.COM. Our sportsmansguide.com site is our online retail
store which was launched in April 1998. We began posting our catalogs and full
product offerings on the site in February 1999.

Our sportsmansguide.com site is modeled on our print catalogs. The site
translates the distinctive look and editorial voice of our print catalog onto
the Internet, adding interactive functionality to make shopping an entertaining
experience. The site is designed to be fun-to-browse and easy to use, enabling
the ordering process to be completed with a minimum of customer effort. The site
is advertised as The "Fun-to-Browse" Website(R). The site allows customers to
order merchandise from print media, view current catalogs and request mailed
catalog copies. E-mail addresses are collected through an opt-in program. E-mail
broadcast messages, which include a variety of specialized product offerings,
are delivered to approximately 835,000 participants on a weekly basis.

The sportsmansguide.com site offers full-line selections of camping,
fishing, footwear, clothing, hunting, archery, marine, all-terrain vehicles,
snowmobiles and hiking products at discount prices. The community content within
the sportsmansguide.com site provides a broad and deep selection of resources
and information updated regularly covering all aspects of the outdoor
experience. Within the community content, the Web

3

pages include articles on hiking, hunting, fishing and camping experiences, DNR
information, local and national weather forecasts, tips and hints on planning an
upcoming outdoor event, photo galleries and maps.

BARGAINOUTFITTERS.COM. The bargainoutfitters.com site is our online
liquidation outlet site launched in November 1999. The site offers clothing and
footwear products as well as home and domestics, tools, government surplus,
automotive and electronic products that are deeply discounted, discontinued or
overstocked. E-mail addresses are collected through an optional sign-up program.
E-mail broadcast messages, which include a variety of specialized product
offerings, are delivered to approximately 49,000 participants on a weekly basis.

MERCHANDISING

Our products originally were limited to a small selection of merchandise
targeted to the deer hunter. Our product offerings have gradually evolved to a
broader range of merchandise intended to appeal to the value-oriented
outdoorsman. We offer a changing mix of products.

PRODUCTS. We offer a large selection of high value products at low prices.
These products include clothing and accessories, footwear, hunting and shooting
accessories, government surplus, optics, camping and outdoor recreation
equipment, domestics, gifts, furniture and a diverse range of additional
offerings. Within the sportsmansguide.com website, we are able to carry deeper
and more diverse product lines and merchandise categories than we have
traditionally offered through the catalog. We aggressively pursue a strategy to
provide manufacturers' close-outs of name brand shoes, boots, apparel and
general merchandise, as well as government surplus from around the world and
private label products through our direct import programs. Over time, our
product offerings and marketing efforts have broadened to include those
interested in pursuing and living the outdoor lifestyle in general and the
value-oriented outdoorsman in particular. The table below indicates our
percentage of sales by product category for 2003:

- ------------------------------------------------

MERCHANDISE MIX. We historically offered a changing mix of in-line
products. In-line products are those products regularly available from
manufacturers. As a complement to our value pricing approach, we aggressively
pursue manufacturers' close-outs of name brand shoes, boots, clothing, watches
and other merchandise, which we offer to our customers at savings of 25% to 60%
from original retail prices. We also offer government surplus from around the
world, providing customers a low-cost alternative for items such as wool coats
and pants, shirts, gloves, underwear, blankets, boots, sleeping bags, jackets,
backpacks, skis and snowshoes. We have developed our own private label line of
products through our direct import program. We have created our own line of
high-quality products including footwear, apparel and several hard line product
categories and is sold under the Guide Gear name. We believe that by offering
high-quality, private label merchandise we can create an even more compelling
value proposition for our customers.

Our merchandising strategy has been to shift our merchandise mix to a
larger percentage of manufacturers' close-outs, government surplus, private
label products, and to minimize the number of lower price point items, while
maintaining a broad selection of products. This strategy has added to our
customer base value-oriented customers who may not otherwise be identified as
pure outdoorsmen.

SOURCING. Our buyers actively seek sources for products they believe will
interest our targeted customers. We seek to maintain existing and develop new
relationships with vendors to provide ongoing access to manufacturers'
close-outs, government surplus, direct imports and other items. Buyers regularly
attend trade shows, meet with vendors and make mass mailings and cold calls to
locate high quality, low price, name brand merchandise as well as unusual or
unique products. We frequently purchase large quantities of close-outs and other
individual items on an opportunistic or when-available basis. The capability to
purchase large

4

quantities in a short time period makes us a unique and desirable outlet for
manufacturers looking to sell overstocked or discontinued products.

We purchase our merchandise from more than 1,300 suppliers and generally
purchase all of our product needs for a particular item from one vendor. No
single supplier accounted for more than 3% of our purchases during 2003, and we
believe there are numerous sources for products in our merchandise categories.

SELECTION. Our buyers and merchandising staff collectively select the
merchandise to be offered to customers by evaluating product availability,
pricing, historical demand, emerging merchandise trends and expected product
profitability. Each product is hand-picked, and most are field tested by our
buyers to ensure quality, functionality and proper sizing in order to maximize
appeal to customers.

INVENTORY MANAGEMENT. Once merchandise has been selected, our inventory
analysts are responsible for ordering all merchandise, determining the quantity
and arrival date, managing inventory levels, assessing customer demand,
adjusting estimates, canceling orders for slow-moving merchandise and reordering
merchandise. Utilizing our information systems, buyers and inventory analysts
monitor product sales on a daily basis and take responsive action. Slow-moving
merchandise is actively promoted through websites, telemarketing, clearance
sales or, when possible, is returned to the vendor.

As part of our merchandise liquidation strategy, we maintain a retail
outlet store at our primary warehouse and distribution facility in South St.
Paul from which we sell discontinued, overstocked, returned and regular catalog
merchandise. The retail store along with our websites provide a liquidation
outlet and serve to minimize inventory mark-downs.

CATALOG AND WEBSITE CONTENT. The merchandise offered in our catalogs and
websites is determined based on estimated consumer demand and product
availability. Close-outs and government surplus merchandise purchased in large
quantities are normally placed in our main catalogs as well as our online retail
stores. If a supply of merchandise is limited, it is usually offered in a
specialty catalog, a Buyer's Club Advantage(TM) catalog or is included in a
multiple page insert in the main catalog mailed to a targeted customer segment
or offered on our online retail stores. Product sales are analyzed item by item
to identify trends and help plan future merchandise offerings.

MARKETING

Our marketing programs are based on gathering, analyzing and organizing
information on our customers. We believe that because we offer such a broad mix
of merchandise, it is particularly important for us to fully understand our
customers.

CUSTOMER DATABASE. We maintain a proprietary customer database in which we
store detailed information on each customer in our customer list, including
demographic data and purchasing history. Our customer database contains over 5.6
million names, including approximately 1.0 million customers who have made
purchases within the last 12 months. In addition, we have approximately 884,000
participants who have provided their e-mail addresses. The customer database is
updated regularly with information as new purchases are recorded.

CUSTOMER SELECTION. We have developed our own customer selection criteria
to segment our customer list according to many variables, allowing our marketing
department to analyze each segment's buying patterns. We review the results of
each of our catalog mailings and the results are used to further update the
customer database to refine the frequency and selectivity of our catalog
mailings in an effort to maximize response rates and profitability.

LIST DEVELOPMENT. Our new customer acquisition program is designed to
cost-effectively identify and capture new customers that fit our customer
profile. New customers are acquired principally through the use of targeted
mailings to individuals identified through mailing lists rented or exchanged
from other catalog companies, retail subscription lists, and lists of names
compiled from businesses whose customers have interests similar to those of our
customers. We are generally entitled to make one mailing to each name obtained
through a rented or exchanged mailing list. If the prospect responds, the name
is added to our

5

database and may be freely used by us in the future. Through the Internet, we
have captured new customers as a result of our affiliate marketing programs. We
also use our successful sweepstakes marketing programs to convert our catalog
customers to online purchasers and to increase our overall number of e-mail
addresses. We continue to pursue new sources of prospective customers, such as
those who request catalogs through advertising, through our website or from
customer referrals. New customers accounted for approximately 14% of our sales
during 2003.

Once new customers are acquired, our objective is to maximize the long-term
profit potential from these customers. With ongoing refinements in our approach
to merchandising and marketing, we have increased the frequency and quantity of
mailings and e-mail broadcasts to the most profitable segments of our existing
customer list. Analyses of historical purchasing patterns of existing customers,
including recency, frequency and monetary activity, are performed to assist in
merchandising and customer targeting and to increase sales to existing
customers. Existing customers accounted for approximately 86% of our sales
during 2003.

MARKETING PROGRAMS AND PROMOTIONAL FORMATS. We strive to develop
promotional formats that will stimulate customer purchases from our catalogs and
websites. Successful promotional formats include different catalog wraps,
percent off coupons, dollar discounts on specific order size, and promotional
tag lines such as "last chance" offers. Since our inception on the Internet, we
have marketed our online retail store in our catalogs. In 2003, approximately
46.4 million catalog covers advertised our online retail store. This marketing
channel has been the principal marketing mechanism to reach our online target
audience.

We employ a disciplined approach to our marketing activities. We test a
sample of names before mailing to a new customer group, test price and shipping
charge changes and test marketing programs and promotional formats before
full-scale implementation to ensure customer acceptance and cost-effectiveness.
The most significant, successful marketing program implemented by us has been
the Buyer's Club.

Customers can purchase a one-year membership in our Buyer's Club for a
$29.99 fee. For this annual fee, club members can take advantage of and receive
additional savings in the form of a 10% discount on all regularly priced items
except for ammunition which is limited to a 5% discount and clearance items
which have no discount off the advertised price. Our Buyer's Club offers its
members exclusive merchandise not offered to other customers. These exclusive
product offers are limited quantity items selected for club members. Club
members are presented with sneak previews of merchandise offers and given the
opportunity to buy limited quantity items prior to non-club customers. Club
members also receive member's only bargains in the catalogs and via e-mail
campaigns.

We have found through detailed reporting and analyses that the purchase
activity, on average, of our Buyer's Club customer is two to three times greater
than a non-club member. Consequently, we continually develop new marketing
promotions that have significantly increased the number of new club members. At
the end of 2003, we had more than 351,000 members in our Buyer's Club, a 13%
increase compared to the end of 2002.

Another successful marketing program implemented is our installment payment
plan, known as the "Buyer's Club 4-Pay Plan," which is available to Buyer's Club
members with credit card orders of $100 or more. Payments under the plan consist
of 25% of the merchandise charges, plus 100% of any shipping charges and Buyer's
Club fees, if applicable, at the time of shipment with three equal installments
in 30 day increments, which are automatically charged to the customer's credit
card. No interest or additional fees are charged to customers who elect the
4-Pay Plan.

CUSTOMER SERVICE. A key element of our marketing strategy is our commitment
to customer service. We have a toll-free customer service telephone line
separate from our inbound ordering lines. We maintain a separate customer
service department staffed with full-time customer service representatives who
answer customer inquiries, reply to complaints and assist customers in returning
merchandise. The customer service department personally responds to all customer
correspondence and e-mails. Our commitment to customer service is supported by
our unconditional guarantee which allows customers to return merchandise for any
reason and at any time for refund or exchange if they are not satisfied with the
merchandise.

6

OPERATIONS AND FULFILLMENT

INBOUND CALLS. We maintain an in-house call center. Approximately 52% of
customer orders are placed through our toll-free telephone lines which are
staffed 24 hours per day, seven days a week, while 12% of orders are received by
mail or facsimile and 36% of orders are received at our websites. Our telephone
system consists of an expandable AT&T GR3 digital switch. We are currently using
two DS3 circuits on separate paths for protection in the event of line damage or
system failure at a central office location. Additional redundancy protection is
provided by using Qwest SHARPS software that will automatically re-route the
service path until repairs can be completed. Our system is running nine T-1
lines split across the two DS3 circuits with a maximum capacity of 48 T-1
circuits. Computer telephony integration software identifies the caller and, if
known, accesses the customer's records simultaneously with answering the call.
When fully staffed, our in-house call center has the capacity of handling up to
2,600 calls per hour on average.

We also contract with outside call centers to handle calls on an as-needed
basis. If calls become backlogged or in the event of telephone system failure,
back-up systems and rerouting capabilities allow the outside call centers to
handle inbound telephone orders. The outside call centers have a direct
connection to our order processing system allowing orders to be processed
realtime with updated inventory information.

ORDER ENTRY. Our in-house call center is staffed with individuals who are
familiar with the products offered in the catalogs and can offer assistance to
customers on availability, color, size, and other information. Call center sales
representatives use a catalog sales system with pre-written merchandise
descriptions and sales offers and are provided monetary incentives to sell
additional merchandise to customers who order by phone. During 2003, add-on
sales averaging $12.58 per order were made to approximately 29% of all inbound
phone orders taken by our in-house call center.

Processing of customer orders is coordinated and handled by our in-house
order entry system. Telephone orders are entered directly into the system.
Internet orders are batch loaded every hour and uploaded to the system. Mail
orders are batched and, after payment is verified, are then entered into the
system. The system is also used in connection with all other order entry and
fulfillment tasks including credit authorization, order picking, packing and
shipment. During 2003, our order processing system handled approximately 2.3
million orders.

CREDIT AND PAYMENT TERMS. Customers can pay for orders by major credit card
or check. Orders are shipped after credit card charges are approved or checks
are deposited and cleared the bank.

PICKING AND PACKING. Through our fulfillment and delivery methods, we
strive to be a low cost operator. We use an integrated computer-driven picking,
packing and shipping system. The system edits orders and generates warehouse
pick tickets and packing slips. Packers are provided monetary incentives to
ensure accuracy of orders, which has contributed to our distribution accuracy
rate in excess of 99% during 2003. We are able to fulfill and ship in excess of
25,000 packages per day. We believe we have sufficient additional capacity
available for the foreseeable future, which can be utilized by adding more
shifts and weekends.

SHIPPING. Our processes allow next business day shipping on orders received
by 6 p.m. CST for in-stock merchandise and same day shipping for orders taken by
11 a.m. CST via the Internet or per specific customer request. Virtually all of
our merchandise is stocked at, and shipped from, our two warehouse and
distribution facilities in South St. Paul and Inver Grove Heights, Minnesota. In
addition, a small percentage of merchandise is shipped directly from the factory
to the customer by specific vendors. We utilize United Parcel Service and the
United States Postal Service for shipment of merchandise to customers.
Ammunition is shipped primarily via United Parcel Service. We also utilize
package consolidators for delivery of shipments to the U.S. Postal Service. A
shipping and handling fee is charged on each customer order based on the total
dollar amount ordered. We expedite shipping for an additional fee.

INVENTORY CONTROL. Our merchandise mix results in our maintaining a broad
selection of products as well as large quantities of individual products.
Consequently, inventory management is an important component of our operations.
We employ a cycle count procedure utilizing R/F (radio frequency) technology,
which eliminates wall-to-wall physical counts and resulted in 99.9% inventory
accuracy during 2003.

7

RETURNS. We maintain an unconditional return policy, which permits
customers to return merchandise for any reason at any time for refund or
exchange. Returned merchandise is restocked, liquidated, sold in the retail
outlet, returned to the supplier or scrapped. Returns processors are provided
monetary incentives to ensure accuracy of returns processing.

SEASONAL STAFFING. We adjust the number of employees to meet variable
demand levels, particularly during the peak selling season, which includes the
months of November and December. To meet increased order volume during our
peak-selling season, we hire a significant number of temporary employees.

INFORMATION SYSTEMS AND TECHNOLOGY

We have developed an integrated management information system. In addition
to on-line order entry and processing, the information system also provides
support for merchandising, inventory management, marketing, and financial and
management reporting. The on-line access to information allows management to
monitor daily trends and the performance of merchandise and planning functions.

Our main hardware platform utilizes IBM RISC 6000 series equipment. The
main application system was upgraded in the first quarter of 2002. This
equipment includes redundant components and a combination of Redundant Array
Independent Disks (RAID) and mirrored disk technology to ensure optimal data
protection.

In the second quarter of 2003, we migrated our websites to an internally
hosted environment utilizing Compaq servers running Microsoft Server 2000 and
IIS for the front-end ASP applications, caching and image serving. The back-end
Oracle database is running on an IBM RS/6000 AIX system.

Migrating to an internally developed application allowed the websites to
become a more robust experience for our customers. The enhanced image
presentations, keyword search logic and continued enhancements expand on the
"Fun-to-Read" Catalog(R) to a "Fun-to-Browse" Website(R).

Currently, we have 19.5MB of bandwidth dedicated for the web hosting
environment. The bandwidth is split across redundant networking equipment and
access providers AT&T and Qwest to maximize uptime. Additional IDP hardware has
been implemented to block hacking and denial of service attacks.

In the third quarter of 2003, we completed an upgrade of our Definity G3R
PBX phone system to the latest Version 11 software level to ensure we are on a
supported platform. In addition, the Call Management Server upgrade included a
hardware and software upgrade to release 11. The Audix Voice Mail software was
upgraded to the new release 5.1. The system upgrades have been performed to
ensure we remain on supported hardware and software versions and utilize new
technology to support the call center, customer service functions, as well as
all additional business areas.

We installed a generator in the third quarter of 2003 to improve our
ability to provide access to our websites and our internal applications for our
customers, call centers and customer service departments in the event of a power
failure.

COMPETITION

The direct marketing industry includes a wide variety of specialty and
general merchandise retailers in a highly competitive and fragmented business
environment. We sell our products to customers in all 50 states and compete in
the purchase and sale of merchandise with all retailers. Our competitors
include:

- other outdoor/hunting mail order catalogs, including Bass Pro Shops Inc.
and Cabela's Inc.;

- discount retailers such as Wal-Mart Stores, Inc.;

- Websites maintained by online retailers of footwear, clothing and outdoor
gear; and

- Internet portals and online service providers that feature shopping
services, such as America Online, Inc., Yahoo! Inc. and MSN.

8

Some of our competitors are larger and have substantially greater
financial, marketing and other resources than us.

REGULATION

We are subject to federal, state and local laws and regulations, which
affect our catalog mail order operations. Federal Trade Commission regulations,
in general, govern the solicitation of orders, the information provided to
prospective customers, and the timeliness of shipments and refunds. In addition,
the Federal Trade Commission has established guidelines for advertising and
labeling many of the products we sell.

We are also subject to a variety of state laws and regulations relating to,
among other things, advertising, pricing, charging and collecting state sales or
use tax and product safety/restrictions. Some of these laws prohibit or limit
the sale, in certain states and locations, of certain items we offer such as
black powder firearms, ammunition, bows, knives and similar products. State and
local government regulation of hunting can also affect our business.

Because we import products for sale, we are subject to U.S. customs laws
and regulations pertaining to proper item classification, quotas, payment of
duties and tariffs, and maintenance of documentation and internal control
programs.

There are few laws and regulations directed specifically at electronic
commerce on the Internet. However, given the increased use of the Internet for
both mass communications and commerce, new laws and regulations may be adopted
covering a variety of areas such as collection and use of data from website
visitors and related privacy issues, pricing, content, copyrights, distribution
and quality of goods and services.

SERVICE MARKS

Our service marks "The Sportsman's Guide", "Bargain Outfitters", "The
'Fun-to-Read' Catalog" and "The 'Fun-to Browse' Website" have been registered
with the United States Patent and Trademark Office. "The Sportsman's Guide" mark
has also been registered in Canada. We own United States registrations and
applications covering other trademarks and service marks used in our business.

EMPLOYEES

As of December 31, 2003, we employed 607 associates, including full-time
and part-time staff. None of our employees are currently covered by a collective
bargaining agreement. We consider our employee relations to be good.

ITEM 2. PROPERTIES

Our principal offices are located at 411 Farwell Avenue, South Saint Paul,
Minnesota 55075. We currently lease approximately 414,000 square feet at this
facility under a net lease expiring March 2009 and lease an additional
distribution facility of approximately 68,000 square feet in Inver Grove
Heights, Minnesota under a net lease expiring January 2007.

ITEM 3. LEGAL PROCEEDINGS

In March 2003, the Company was notified by the Bureau of Industry, United
States Department of Commerce (BIS) that BIS has reason to believe the Company
violated Export Administration Regulations by exporting optical sighting devices
for firearms and associated parts to Canada and other destinations without
obtaining required authorization from BIS. BIS asserts the Company committed 61
separate violations for shipments from October 1999 to March 2002. The potential
maximum civil penalty is up to $11,000 for each violation. The Company is
currently in discussions with BIS to settle the matter prior to the issuance of
a charging letter. While the Company cannot predict the outcome of this matter
at this time, management does not believe the matter will have a material
adverse impact on the Company.

9

We are not a party to any pending litigation other than litigation which is
incidental to our business and which we believe is not material.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

EXECUTIVE OFFICERS OF THE REGISTRANT

Set forth below is certain information concerning our executive officers
and key employees.

Gary Olen is our co-founder. Mr. Olen served as Executive Vice President
and Secretary from our incorporation in 1977 until 1994, President from 1994 to
1998 and Chief Executive Officer from 1994 until his retirement in 2000. Mr.
Olen has been Chairman of the Board since 1998 and a director since our
incorporation. Mr. Olen was also the sole proprietor of our predecessor, The
Olen Company, founded in 1970.

Gregory R. Binkley has been a director since 1995. Mr. Binkley has been an
employee since 1994 when he was elected Vice President. Mr. Binkley became
Senior Vice President of Operations and Chief Operating Officer in 1995,
Executive Vice President in 1996, President in 1998 and Chief Executive Officer
in 2000. From 1993 to 1994, Mr. Binkley worked as an independent operations
consultant. From 1990 to 1993, Mr. Binkley was Director of Distribution of
Fingerhut Companies, Inc., a mail order catalog business and from 1988 to 1990
was Director of Distribution with Cable Value Network, Inc., a cable television
retailer. Mr. Binkley worked for Donaldsons Department Stores, a division of
Allied Stores Corporation, from 1975 to 1988, serving as Vice President of
Finance and Operations from 1987 to 1988 and Vice President of Operations from
1981 to 1987.

Charles B. Lingen has been a director since 1995. Mr. Lingen has been Chief
Financial Officer, Vice President of Finance and Treasurer since 1994. Mr.
Lingen was elected Secretary in 1995, Senior Vice President of Finance in 1996
and Executive Vice President of Finance and Administration in 2000. From 1973 to
1994, Mr. Lingen worked at Fingerhut Companies, Inc., serving as Vice President
of Finance and Controller from 1989 to 1994.

John M. Casler has been an employee since 1996. He was elected Vice
President of Merchandising in 1997, Senior Vice President of Merchandising in
1999 and Executive Vice President of Merchandising, Marketing and Creative
Services in 2000. Mr. Casler worked for Gander Mountain, Inc, a retail mail
order catalog company, from 1989 to 1995, where he served as Division
Merchandise Manager from 1990 to 1995. Prior to that time, Mr. Casler held
merchandise management positions at Monson Sporting Goods Co., Inc. from 1985 to
1989 and at the Target Stores Division of Dayton Hudson Corp. from 1982 to 1985.

Dale D. Monson has been an employee since 1997. He was elected Vice
President of Software Development in 2000 and Vice President of Information
Systems and Technology and Chief Information Officer in 2001. Mr. Monson worked
for Select Comfort Inc., a manufacturer of sleep support systems, from

10

1995 to 1997 as Project Manager and for Proex Photo Systems Inc., a retail
photography firm, from 1990 to 1995 as Director of Information Systems.

Douglas E. Johnson joined us in 2000 as Vice President of Marketing. Mr.
Johnson worked at Fingerhut Companies, Inc. from 1982 to 2000, where he held
various marketing positions including Director of Customer List Marketing.

11

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock traded on the Nasdaq National Market under the symbol
"SGDE" from February 5, 1998 through February 26, 2001. Our common stock was
traded on the Nasdaq SmallCap Market from February 27, 2001 through June 4,
2002. Our common stock was transferred to the Nasdaq National Market effective
June 5, 2002.

The following table sets forth, for the periods indicated, the high and low
bid prices of our common stock as reported on the Nasdaq National and SmallCap
Markets.

HOLDERS

As of March 15, 2004, there were approximately 242 holders of record of our
common stock.

DIVIDENDS

We have not previously declared or paid any cash dividends on our common
stock. We currently intend to retain all earnings for use in our business in the
foreseeable future. We are prohibited from paying and declaring cash dividends
without the consent of the bank under the terms of our revolving credit
agreement.

12

ITEM 6. SELECTED FINANCIAL DATA

The following table sets forth certain historical financial and operating
data for the periods indicated. The Consolidated Statement of Operations Data
and Consolidated Balance Sheet Data as of and for each of the years ended
December 31, 2003, 2002, 2001, 2000 and 1999 have been derived from our
consolidated financial statements audited by Grant Thornton LLP, independent
certified public accountants. The Selected Operating Data as of and for the
periods indicated were derived or computed from our circulation or accounting
records or the Consolidated Statement of Operations Data identified above. The
information below should be read in conjunction with "Management's Discussion
and Analysis of Financial Condition and Results of Operations" and our
consolidated financial statements and notes thereto.

- -------------------------
(1) Our fiscal year ends on the Sunday nearest December 31, but for clarity of
presentation, we describe all periods as if the year end is December 31. All
fiscal years consisted of 52 weeks.

(2) See Note A-10 in the notes to consolidated financial statements.

(3) "Internet generated sales" are defined as sales derived from our websites,
catalog orders processed online and online offers placed by telephone.

(4) An "active customer" is defined as a customer who has purchased merchandise
from us within 12 months preceding the end of the period indicated.

13

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

OVERVIEW

We are a leading marketer of value priced outdoor gear and general
merchandise, with a special emphasis on outdoor clothing, equipment and
footwear. We market and sell our merchandise through main, specialty and Buyer's
Club catalogs and two e-commerce websites. Our catalogs as well as our websites
offer high quality products at low prices. Our catalogs are advertised as The
"Fun-to-Read" Catalog(R) and our primary website is advertised as the
"Fun-to-Browse" Website(R). Our websites include www.sportsmansguide.com, our
online retail store modeled on our print catalogs and www.bargainoutfitters.com,
our online liquidation outlet.

Our business was started in 1970 by Gary Olen, our Chairman. Over time, our
product offerings and marketing efforts have broadened from the deer hunter to
include those interested in pursuing and living the outdoor lifestyle in general
and the value-oriented outdoorsman in particular. In 1992, we began our value
pricing strategy of offering outdoor equipment and supplies at discount prices,
later adding government surplus, manufacturers' close-outs and other merchandise
lines. In 1994, we began to publish specialty catalogs which allowed us to
utilize a customized marketing plan to individual customer groups.

Sales generated through the Internet have grown rapidly over the last five
years. We launched our online retail store in April 1998 and began posting our
catalogs and full product offerings on the site in February 1999. Our e-commerce
offerings generated over $69.0 million in sales in 2003 compared to $1.3 million
in 1998. Product sales on the sites accounted for over 36% of our Internet and
catalog sales in the fourth quarter of 2003 compared to less than 1% for all of
1998.

In the fall of 2000, we began to aggressively promote and sell the Buyer's
Club membership program. In addition, unique catalogs (Buyer's Club
Advantage(TM)) were developed and promoted to members only, allowing us to
maximize sales and profitability from our best customers.

We believe that our value pricing, specialty catalog titles, the Internet
and Buyer's Club memberships have been important to our growth in sales and
profitability. Our sales have increased from $43 million in 1992 to
approximately $195 million in 2003.

FISCAL YEAR

Our fiscal year ends on the Sunday nearest December 31, but for clarity of
presentation, we describe all periods as if the year end is December 31. Fiscal
years 2003, 2002 and 2001 each consisted of 52 weeks.

CRITICAL ACCOUNTING POLICIES

Sales are recorded at the time of shipment along with a provision for
anticipated merchandise returns, net of exchanges, which is recorded based upon
historical experience and current expectations. Amounts billed to customers for
shipping and handling are recorded in revenues at the time of shipment.

Customers can purchase one-year memberships in the Company's Buyer's Club
for a $29.99 annual fee. The Company also offers two-year memberships for
$59.97. Club members receive merchandise discounts of 10% on regularly priced
items and 5% on ammunition. Membership fees are deferred and recognized in
income as the individual members place orders and receive discounts. Any
remaining deferred membership fees are recognized in income after the expiration
of the membership.

The cost of producing and mailing catalogs is deferred and expensed over
the estimated useful lives of the catalogs. Catalog production and mailing costs
are amortized over periods ranging from four to six months from the in-home date
of the catalog with the majority of the costs amortized within the first month.
The Company estimates the in-home date to be one week from the known mailing
date of the catalog. The ongoing cost of developing and maintaining the customer
list is charged to operations as incurred. All other advertising costs are
expensed as incurred.

14

Stock options issued to employees are accounted for under the intrinsic
value method. Pro-forma disclosures as if the fair value method were used are
included in Note A-9 to the Consolidated Financial Statements.

RESULTS OF OPERATIONS

The following table sets forth, for the periods indicated, information from
our Consolidated Statements of Earnings expressed as a percentage of sales:

COMPARISON OF YEARS ENDED DECEMBER 31, 2003 AND 2002

SALES. Sales for 2003 of $194.7 million were $15.4 million or 8.6% higher
than sales of $179.3 million for 2002. The increase in sales was primarily due
to higher sales generated from unique product offerings from both the Internet
and catalogs. Internet related sales continue to grow, year over year, as we
continue to make enhancements to our website and implement and improve upon
various marketing and merchandising programs. For 2003, catalog related sales
increased slightly over the prior year's sales level primarily a result of an
increase in our catalog circulation.

As of December 31, 2003, our Buyer's Club membership had increased to
351,000, up 13% over the 310,000 reported as of December 31, 2002.

Sales generated through the Internet increased in 2003 to approximately 36%
of total Internet and catalog sales compared to approximately 29% in 2002. Sales
generated through the Internet are defined as those that are derived from our
websites, catalog orders processed online and online offers placed by telephone.

Gross returns and allowances for 2003 were $12.8 million or 6.2% of gross
sales compared to $12.7 million or 6.6% of gross sales in 2002. The decrease in
gross returns and allowances, as a percentage of sales, was primarily due to
lower than anticipated customer returns on several 2002 catalogs.

GROSS PROFIT. Gross profit for 2003 was $64.1 million or 32.9% of sales
compared to $58.6 million or 32.7% of sales in 2002. The increase in the gross
profit percentage for the year was primarily due to an improvement in product
margins offset somewhat by higher shipping costs. The increase in product
margins in 2003 was primarily driven by an increase in sales of higher margin,
direct import products. The higher shipping costs were largely due to an
increase in the average weight of our outgoing shipments to our customers.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses were $54.5 million or 28.0% of sales during 2003
compared to $52.0 million or 29.0% of sales during 2002.

Selling, general and administrative expenses, as a percentage of sales, for
2003 were lower compared to 2002 primarily due to the higher level of Internet
sales, improved catalog productivity and lower order processing costs directly
related to the increase in sales generated through the Internet. The dollar
increase in

15

selling, general and administrative expenses was primarily due to higher order
fulfillment expenses as a result of the increase in sales and higher incentive
compensation as a result of improved Company performance.

Total circulation was 46.4 million catalogs during 2003 compared to 45.8
million catalogs during 2002. During 2003, we mailed 33 catalog editions
consisting of 11 main catalogs, 12 Buyer's Club Advantage(TM) catalogs and 10
specialty catalogs compared to 34 catalog editions during 2002 consisting of 11
main catalogs, 12 Buyer's Club Advantage(TM) catalog and 11 specialty catalogs.

Advertising expense for 2003 was $29.4 million or 15.1% of sales compared
to $29.2 million or 16.3% of sales for 2002. The decrease in advertising
expense, as a percentage of sales, for 2003 compared to 2002 was primarily due
to higher volume of Internet sales. Advertising expense, in dollars, for 2003
was higher compared to the same period last year primarily as a result of a
minor increase in the catalog circulation, which was largely due to the increase
in our club membership.

EARNINGS FROM OPERATIONS. Earnings from operations were $9.6 million or
4.9% of sales during 2003 compared to $6.6 million or 3.7% of sales during 2002.
The increase in earnings from operations was primarily due to the higher level
of Internet sales.

INTEREST EXPENSE. There was no interest expense for 2003 compared to $1,000
for the same period last year. During 2003 and 2002, we did not borrow under the
revolving line of credit.

INCOME TAXES. Income tax expense for 2003 was $3.5 million compared to $2.3
million for 2002.

NET EARNINGS. Net earnings for 2003 were $6.2 million compared to $4.0
million for 2002.

COMPARISON OF YEARS ENDED DECEMBER 31, 2002 AND 2001

SALES. Sales for 2002 of $179.3 million were $10.5 million or 6.2% higher
than sales of $168.8 million for 2001. The increase in sales was primarily due
to higher sales generated from unique product offerings on the Internet.
Internet related sales continue to grow, year over year, as we continue to make
enhancements to our website and implement and improve upon various marketing and
merchandising programs. For 2002, catalog related sales increased slightly over
the prior year's sales level in spite of an approximate 5% planned reduction in
our catalog circulation. As a result of a more effective mail plan and the
further implementation of several marketing and merchandising strategies, the
overall catalog productivity improved over the prior year primarily as a result
of a higher average customer order amount.

As of December 31, 2002, our Buyer's Club membership had increased to
310,000, up 22% over the 254,000 reported as of December 31, 2001.

Sales generated through the Internet increased in 2002 to approximately 29%
of sales compared to approximately 21% of sales in 2001. Sales generated through
the Internet are defined as those that are derived from our websites, catalog
orders processed online and online offers placed by telephone.

Gross returns and allowances for 2002 were $12.7 million or 6.6% of gross
sales compared to $13.9 million or 7.6% of gross sales in 2001. The decrease in
gross returns and allowances, as a percentage of sales, was primarily due to
lower than anticipated customer returns on several 2001 catalogs.

GROSS PROFIT. Gross profit for 2002 was $58.6 million or 32.7% of sales
compared to $55.7 million or 33.0% of sales in 2001. The decrease in the gross
profit percentage for the year was primarily due to promotional pricing and also
from a shift of sales within various product categories. We continue to employ
promotional pricing techniques to maintain our competitive position. In 2002,
sales in the higher gross profit categories of footwear and government surplus
were down compared to the prior year and sales in lower gross profit categories
of optics and hardware were up compared to the prior year.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES. Selling, general and
administrative expenses were $52.0 million or 29.0% of sales during 2002
compared to $51.3 million or 30.4% of sales during 2001.

Selling, general and administrative expenses, as a percentage of sales, for
the year 2002 were lower compared to the same period last year primarily due to
higher Internet sales, improved catalog productivity

16

and lower order processing costs as a result of the increase in sales generated
through the Internet. The dollar increase in selling, general and administrative
expenses was primarily due to higher medical/workers compensation expenses,
increased facility costs as a result of leasing additional, temporary warehouse
space and higher incentive compensation as a result of improved Company
performance. The dollar increase in selling, general and administrative expenses
was offset somewhat by lower advertising spending from the reduction in catalog
circulation.

Total circulation was 45.8 million catalogs during 2002 compared to 48.0
million catalogs during 2001. The decrease in catalog circulation was due to the
planned reduction in the number of specialty catalog editions offset somewhat by
the addition of three Buyer's Club Advantage (TM) catalog editions. During 2002,
we mailed 34 catalog editions consisting of 11 main catalogs, 12 Buyer's Club
Advantage(TM) catalogs and 11 specialty catalogs compared to 36 catalog editions
during 2001 consisting of 11 main catalogs, nine Buyer's Club Advantage(TM)
catalog and 16 specialty catalogs.

Advertising expense for 2002 was $29.2 million or 16.3% of sales compared
to $29.9 million or 17.7% of sales for 2001. The decrease in advertising
expense, as a percentage of sales, for 2002 compared to 2001 was primarily due
to higher Internet sales and improved catalog productivity. Advertising expense,
in dollars, for 2002 was lower compared to the same period last year primarily
as a result of the planned reduction in the catalog circulation partially offset
by the impact of a postage rate increase and increased page counts.

EARNINGS FROM OPERATIONS. Earnings from operations were $6.6 million or
3.7% of sales during 2002 compared to $4.3 million or 2.6% of sales during 2001.
The increase in earnings was primarily due to higher Internet sales and a more
effective mail plan yielding more productive catalogs.

INTEREST EXPENSE. Interest expense for 2002 was $1,000 compared to $0.2
million for the same period last year. The decrease in interest expense was
largely due to lower average levels of bank borrowings.

INCOME TAXES. Income tax expense for 2002 was $2.3 million compared to $1.0
million for 2001. In 2001, the effective rate of 26.6% reflects a benefit from
the reversal of a deferred tax asset valuation allowance established in 2000.

NET EARNINGS. Net earnings for 2002 were $4.0 million compared to $2.8
million for 2001.

SEASONALITY AND QUARTERLY RESULTS

The majority of our sales historically occur during the second half of the
year. The seasonal nature of our business is due to our focus on outdoor
merchandise and related accessories for the fall, as well as winter apparel and
gifts for the holiday season. We expect this seasonality will continue in the
future. In anticipation of increased sales activity during the third and fourth
quarters, we incur significant additional expenses for hiring employees and
building inventory levels.

17

The following table provides certain unaudited financial information for
each of the quarters shown:

LIQUIDITY AND CAPITAL RESOURCES

WORKING CAPITAL. We had working capital of $24.7 million as of December 31,
2003 compared to $18.1 million as of December 31, 2002, with current ratios of
1.7 to 1.0 and 1.6 to 1.0, respectively. The increase of $6.6 million was
primarily due to the improved cash position resulting primarily from an increase
in net earnings, a lower inventory position and higher payables to vendors.

We purchase large quantities of manufacturers' close-outs and direct
imports, particularly in footwear and apparel merchandise categories. The
seasonal nature of the merchandise may require that it be held for several
months before being offered in a catalog. This can result in increased inventory
levels and lower inventory turnover, thereby increasing our working capital
requirements and related carrying costs.

We offer our Buyer's Club members an installment credit plan with no
finance fees, known as the "Buyer's Club 4-Pay Plan." Each of the four
consecutive monthly installments is billed directly to customers' credit cards.
We had installment receivables of $2.4 million at December 31, 2003 compared to
$2.3 million at December 31, 2002. The installment plan will continue to require
the allocation of working capital, which we expect to fund from operations and
availability under our revolving credit facility.

We have a Credit Agreement with Wells Fargo Bank, National Association
providing a revolving line of credit up to $15.0 million, subject to an adequate
borrowing base for borrowings greater than $10.0 million, expiring September 30,
2005. The revolving line of credit is for working capital and letters of credit.
Letters of credit may not exceed $10.0 million at any one time. Funding under
the credit facility if borrowings exceed $10.0 million is limited to a
collateral base of 50% of eligible inventory plus 75% of eligible trade accounts
receivable. Borrowings bear interest at the bank's prime rate less 0.5% or, at
the Company's option, fixed over short term periods, LIBOR plus 2.15 percentage
points, provided certain financial ratios are met. The revolving credit line is
collateralized by substantially all of our assets.

All borrowings are subject to various covenants, which include year-to-date
earnings, current ratio, tangible net worth and total liabilities divided by
tangible net worth. The agreement also prohibits the payment of dividends to
shareholders without the consent of the bank. As of December 31, 2003, we were
in compliance with all applicable covenants under the revolving line of credit
agreement. We had no borrowings against the revolving credit line at December
31, 2003 and December 31, 2002. Outstanding letters of credit were $2.5 million
at the end of 2003 compared to $2.6 million at the end of 2002.

18

The Company has several long-term operating leases and other commitments
related to facilities and long-distance telephone services with varying terms.
At December 31, 2003, future contractual obligations under the above agreements
are as follows (in thousands):

OPERATING ACTIVITIES. Cash flows provided by operating activities during
2003 were $16.4 million compared to $9.2 million in 2002. The increase in cash
flows provided by operating activities was primarily the result of an increase
in net earnings, a lower inventory position at year-end and higher payables to
vendors as a result of current vendor terms.

Cash flows provided by operating activities during 2002 were $9.2 million
compared to $13.0 million in 2001. The decrease in cash provided by operations
was primarily the result of the payment of 2001 income taxes in 2002.

INVESTING ACTIVITIES. Cash flows used in investing activities during 2003
were $0.9 million compared to $0.9 million in 2002. During 2003, we expended
funds for leasehold improvements, computer equipment and machinery and
equipment.

Cash flows used in investing activities during 2002 were $0.9 million
compared to $0.5 million in 2001. During 2002, we expended funds for computer
equipment and software and machinery and equipment.

FINANCING ACTIVITIES. Cash flows used in financing activities during 2003
were $0.5 million compared to cash flows provided by financing activities of
$0.3 million during 2002. Cash flows used in financing activities during 2003
were primarily comprised of payments to repurchase the Company's common stock.
On May 5, 2003, the Company announced that its board of directors authorized a
plan to repurchase up to ten percent of its outstanding common stock in the open
market or in privately negotiated transactions over the next 12 months. Under
this plan 98,950 shares of common stock at a total cost of approximately $1.2
million were repurchased during the year ended December 31, 2003. During 2003,
we did not borrow under the revolving line of credit.

Cash flows provided by financing activities during 2002 were $0.3 million
compared to cash flows used in financing activities of $5.2 million during 2001.
Cash flows used in financing activities during 2001 were primarily comprised of
payments to reduce outstanding borrowings under the revolving line of credit.
During 2002, we did not borrow under the revolving line of credit.

We believe that cash flows from operations and borrowing capacity under our
revolving credit facility will be sufficient to fund our operations for the next
12 months.

NEW ACCOUNTING PRONOUNCEMENTS

There are no recently released accounting pronouncements applicable to the
Company's business.

FORWARD-LOOKING STATEMENTS

This report contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. We use words such as "may," "believe," "estimate," "plan,"
"expect," "intend," "anticipate" and similar expressions to identify
forward-looking statements. These forward-looking statements involve risks and
uncertainties. Actual results could differ materially from those projected in
the forward-looking statements due to a number of factors, including general
economic conditions, a changing market environment for our products and the
market acceptance of our product offerings as well as the risk factors described
in Exhibit 99 to this report.

19

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company does not have any material, near-term, market rate risk.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following financial statements and schedules are included herein:

20

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Shareholders
The Sportsman's Guide, Inc.

We have audited the accompanying consolidated balance sheets of The
Sportsman's Guide, Inc. and subsidiary as of December 31, 2003 and 2002 and the
related consolidated statements of earnings, changes in shareholders' equity,
and cash flows for each of the three years in the period ended December 31,
2003. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of The Sportsman's
Guide, Inc. and subsidiary as of December 31, 2003 and 2002 and the consolidated
results of their operations and their consolidated cash flows for each of the
three years in the period ended December 31, 2003 in conformity with accounting
principles generally accepted in the United States of America.

We have also audited Schedule II for each of the three years in the period
ended December 31, 2003. In our opinion, this schedule presents fairly, in all
material respects, the information required to be set forth therein.

/s/ GRANT THORNTON LLP
Minneapolis, Minnesota
February 6, 2004 (except for Note H, as to which the date is February 13, 2004)

21

THE SPORTSMAN'S GUIDE, INC.

CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these consolidated financial
statements.
22

THE SPORTSMAN'S GUIDE, INC.

CONSOLIDATED STATEMENTS OF EARNINGS

The accompanying notes are an integral part of these consolidated financial
statements.
23

THE SPORTSMAN'S GUIDE, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

The accompanying notes are an integral part of these consolidated financial
statements.
24

THE SPORTSMAN'S GUIDE, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these consolidated financial
statements.
25

THE SPORTSMAN'S GUIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. DESCRIPTION OF BUSINESS

The Sportsman's Guide, Inc. (the "Company") is a company offering value
priced outdoor and general merchandise, with a special emphasis on outdoor
clothing, equipment and footwear sold through both catalogs and Internet
websites. The Company conducts its primary operations out of one office, two
warehouse facilities and one retail outlet store in Minnesota, distributes its
catalogs throughout the United States and operates two e-commerce websites. The
Company operates in one business segment.

2. CONSOLIDATION

The accompanying consolidated financial statements include the accounts of
the company and its wholly-owned subsidiary. All significant intercompany
balances and transactions have been eliminated in consolidation.

3. REVENUE RECOGNITION

Sales are recorded at the time of shipment along with a provision for
anticipated merchandise returns, net of exchanges, which is recorded based upon
historical experience and current expectations. The provision charged against
sales was $9.2 million, $9.0 million and $10.2 million during the years ended
December 31, 2003, 2002 and 2001. Reserves for returns, net of exchanges, were
$2.2 million and $1.7 million at December 31, 2003 and 2002.

Amounts billed to customers for shipping and handling are recorded in
revenues at the time of shipment. Sales include shipping and handling revenues
of $24.8 million, $23.5 million and $23.4 million for the years ended December
31, 2003, 2002 and 2001.

Customers can purchase one-year memberships in the Company's Buyer's Club
for a $29.99 annual fee. The Company also offers two-year memberships for
$59.97. Club members receive merchandise discounts of 10% on regularly priced
items and 5% on ammunition. Membership fees are deferred and recognized in
income as the individual members place orders and receive discounts. Any
remaining deferred membership fees are recognized in income after the expiration
of the membership.

4. CASH AND CASH EQUIVALENTS

The Company considers all highly liquid temporary investments purchased
with an original maturity of three months or less to be cash equivalents. The
Company also considers credit card settlements in-transit as cash for reporting
purposes. Cash equivalents at December 31, 2003 were invested in a money market
fund and a tax-exempt money market fund. Cash equivalents at December 31, 2002
were invested in a money market fund.

5. ACCOUNTS RECEIVABLE

Accounts receivable consist primarily of amounts owed for merchandise by
customers utilizing an installment payment plan and amounts owed for list rental
and other advertising services provided by the Company to third parties. The
Company had an allowance for doubtful accounts of $146,000 and $195,000 at
December 31, 2003 and 2002.

6. INVENTORY

Inventory consists of purchased finished merchandise available for sale and
is recorded at the lower of cost or market with the first-in, first-out method
used to determine cost.

26

THE SPORTSMAN'S GUIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

7. PROMOTIONAL MATERIAL AND ADVERTISING COSTS

The cost of producing and mailing catalogs is deferred and expensed over
the estimated useful lives of the catalogs. Catalog production and mailing costs
are amortized over periods ranging from four to six months from the in-home date
of the catalog with the majority of the costs amortized within the first month.
The Company estimates the in-home date to be one week from the known mailing
date of the catalog. The ongoing cost of developing and maintaining the customer
list is charged to operations as incurred. All other advertising costs are
expensed as incurred.

8. PROPERTY AND EQUIPMENT

Property and equipment are stated at cost less accumulated depreciation and
amortization. The Company capitalizes external and incremental internal costs of
developing computer software for internal use that represent major enhancements
and/or replacements of operating and management systems. Depreciation and
amortization is computed using the straight-line method.

9. STOCK OPTIONS

Stock options issued to employees are accounted for under the intrinsic
value method. No stock-based compensation cost is reflected in net earnings, as
all options granted had an exercise price equal to the market value of the
underlying common stock on the date of grant. The following table illustrates
the effect on net earnings and earnings per share as if the Company had applied
the fair value method of accounting for stock options (in thousands, except per
share data):

The fair value of each option granted is estimated on the date of grant
using the Black-Scholes option-pricing model with the following weighted-average
assumptions used: zero dividend yield; expected volatility of 66% in 2003, 94%
in 2002, and 95% in 2001; risk-free interest rate of 4.01% in 2003, 4.05% in
2002, and 5.50% in 2001; and expected life of 10 years for all years presented.

10. NET EARNINGS PER SHARE

The Company's basic net earnings per share amounts have been computed by
dividing net earnings by the weighted average number of outstanding common
shares. Diluted net earnings per share amounts have been computed by dividing
net earnings by the weighted average number of outstanding common shares and
common share equivalents relating to stock options, when dilutive.

27

THE SPORTSMAN'S GUIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE A -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

For the years ended December 31, 2003, 2002 and 2001, 504,610, 248,228 and
10,042 common share equivalents were included in the computation of diluted net
earnings per share.

Options and warrants to purchase 3,738, 325,032 and 683,549 shares of
common stock with a weighted average exercise price of $8.70, $7.22 and $5.68
were outstanding at December 31, 2003, 2002 and 2001, but were not included in
the computation of diluted net earnings per share because the exercise price
exceeded the average market price of the common shares during the period.

11. FISCAL YEAR

The Company's fiscal year ends on the Sunday nearest December 31, but for
clarity of presentation, all periods are described as if the year end is
December 31. Fiscal years 2003, 2002 and 2001 each consisted of 52 weeks.

12. FAIR VALUES OF FINANCIAL INSTRUMENTS

Due to their short-term nature, the carrying value of the Company's current
financial assets and liabilities approximates their fair values.

13. RECLASSIFICATIONS

Certain 2002 and 2001 amounts have been reclassified to conform to the 2003
financial statement presentation.

14. USE OF ESTIMATES IN PREPARING FINANCIAL STATEMENTS

Preparation of the Company's financial statements in conformity with
accounting principles generally accepted in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets and
liabilities at the date of the financial statements, and the amounts of revenues
and expenses during the reporting periods. Actual results could differ from
those estimates.

NOTE B -- PROPERTY AND EQUIPMENT

Property and equipment consists of the following (in thousands):

NOTE C -- REVOLVING CREDIT FACILITY

In September 2003, the Company entered into a Credit Agreement with Wells
Fargo Bank, National Association providing a revolving line of credit up to
$15.0 million, subject to an adequate borrowing base for

28

THE SPORTSMAN'S GUIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE C -- REVOLVING CREDIT FACILITY (CONTINUED)

borrowings greater than $10.0 million, expiring in September 2005. The revolving
line of credit is for working capital and letters of credit. Letters of credit
may not exceed $10.0 million at any one time. Funding under the credit facility
if borrowings exceed $10.0 million is limited to a collateral base of 50% of
eligible inventory, plus 75% of eligible trade accounts receivable. Borrowings
bear interest at the bank's prime rate less 0.5% or, at the Company's option,
fixed over short term periods, LIBOR plus 2.15 percentage points, provided
certain financial ratios are met. The revolving credit line is collateralized by
substantially all of the assets of the Company.

All borrowings are subject to various covenants which include year-to-date
earnings, current ratio, tangible net worth and total liabilities divided by the
tangible net worth. The agreement also prohibits the payment of dividends to
shareholders without the consent of the bank. As of December 31, 2003, the
Company was in compliance with all applicable covenants under the revolving line
of credit agreement.

The following is a summary of the credit facility (in thousands):

NOTE D -- INCOME TAXES

The provision for income tax expense consists of the following (in
thousands):

Differences between income tax expense and amounts derived by applying the
statutory federal income tax rate to earnings before income taxes are as
follows:

29

THE SPORTSMAN'S GUIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE D -- INCOME TAXES (CONTINUED)

The components of deferred taxes consist of the following (in thousands):

NOTE E -- COMMITMENTS AND CONTINGENCIES

LEASE AND OTHER COMMITMENTS

The Company has several long-term operating leases and other commitments
related to facilities and long-distance telephone services with varying terms.

At December 31, 2003, future minimum commitments under the above agreements
are as follows for the years ended December 31, (in thousands):

2004........................................................ $ 3,414
2005........................................................ 3,456
2006........................................................ 2,947
2007........................................................ 1,975
2008........................................................ 1,951
Thereafter.................................................. 488
-------
$14,231
=======

Rent expense was $2.3 million, $2.5 million and $2.6 million for the years
ended December 31, 2003, 2002 and 2001.

EMPLOYMENT AGREEMENTS

The Company has employment agreements with three of its officers. The
agreements contain various terms and conditions including a provision for the
officers to receive up to three years of base salary upon the occurrence of
certain events as defined in the agreement. The officers' agreements provide for
automatic annual renewal unless two months' prior written notice is provided by
the Company or the officer.

In June 2002, the Company entered into an agreement with Gary Olen pursuant
to which Mr. Olen provides services to the Company and has granted the Company
the exclusive right to use his name and

30

THE SPORTSMAN'S GUIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE E -- COMMITMENTS AND CONTINGENCIES (CONTINUED)

likeness. The agreement continues until June 30, 2007 and is automatically
renewed for additional one-year terms unless either party gives one year's
notice of non-renewal. Under the agreement, the Company pays Mr. Olen an annual
salary, which is subject to an annual cost of living adjustment, plus benefits.
In 2003, the Company paid Mr. Olen $50,000.

PROFIT SHARING PLAN

The Company has a 401(k) plan covering substantially all employees. The
Plan allows the Company to make discretionary matching contributions to the
plan. The Company made contributions of $110,000, $110,000 and $85,000 for the
years ended December 31, 2003, 2002 and 2001.

LEGAL PROCEEDINGS

In March 2003, the Company was notified by the Bureau of Industry, United
States Department of Commerce (BIS) that BIS has reason to believe the Company
violated Export Administration Regulations by exporting optical sighting devices
for firearms and associated parts to Canada and other destinations without
obtaining required authorization from BIS. BIS asserts the Company committed 61
separate violations for shipments from October 1999 to March 2002. The potential
maximum civil penalty is up to $11,000 for each violation. The Company is
currently in discussions with BIS to settle the matter prior to the issuance of
a charging letter. While the Company cannot predict the outcome of this matter
at this time, management does not believe the matter will have a material
adverse impact on the Company.

The Company is not a party to any pending legal proceedings other than
litigation which is incidental to its business and which the Company believes
will not have a material effect on its consolidated financial statements.

OTHER

Several states, where the Company does not currently collect and remit
sales and use taxes, have attempted to enact legislation that seeks to require
out-of-state mail order companies to collect and remit such taxes. No
assessments have been made against the Company and, to its knowledge, none has
been threatened or is contemplated. The United States Supreme Court has held
that such taxes place an unconstitutional burden on interstate commerce, which
may only be resolved by actions of the United States Congress.

NOTE F -- RELATED PARTY TRANSACTIONS

Previously, the Company loaned $238,000 to an officer of the Company to be
repaid with interest at 5.69% per annum. In April 2002, the outstanding loan
balance and accrued interest was paid in full.

NOTE G -- SHAREHOLDERS' EQUITY

The Company has 40,000,000 authorized shares; 200,000 of Series A Preferred
Stock, 36,800,000 of Common Stock and 3,000,000 undesignated shares.

STOCK REPURCHASE

On May 5, 2003, the Company announced that its board of directors
authorized a plan to repurchase up to ten percent of its outstanding common
stock in the open market or in privately negotiated transactions over the next
12 months. Under this plan 98,950 shares of common stock at a total cost of $1.2
million were repurchased during the year ended December 31, 2003.

31

THE SPORTSMAN'S GUIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE G -- SHAREHOLDERS' EQUITY (CONTINUED)

STOCK OPTIONS

The Company has a stock option plan (the "1991 Plan") which provides
participating employees the right to purchase common stock of the Company
through incentive stock options. A total of 35,000 shares of common stock are
reserved for issuance under the 1991 Plan. Options issued under the 1991 Plan
are exercisable over a ten year period from the date of grant. At December 31,
2003, 9,750 options were outstanding, all of which were exercisable.

The Company has a non-qualified stock option plan (the "1994 Plan") which
provides for the issuance of options to purchase up to 100,000 shares of the
Company's common stock to certain employees, contingent upon meeting certain
quarterly pre-tax earnings levels. Options under the 1994 Plan are exercisable
over a ten year period from the date of grant. At December 31, 2003, a total of
20,938 options were outstanding, all of which were exercisable.

The Company has an incentive stock option plan (the "1996 Plan") which
provides select key employees the right to purchase common stock of the Company
through the exercise of options granted. A total of 600,000 shares of common
stock are reserved for issuance under the 1996 Plan. Options issued under the
1996 Plan are exercisable over a ten year period from the date of grant. At
December 31, 2003, a total of 431,902 options were outstanding, of which 364,240
options were exercisable.

The Company has an incentive stock option plan (the "1999 Plan") which
provides select key employees the right to purchase common stock of the Company
through the exercise of options granted. A total of 600,000 shares of common
stock are reserved for issuance under the 1999 Plan. Options issued under the
1999 Plan are exercisable over a ten year period from the date of grant. At
December 31, 2003, a total of 583,688 options were outstanding, of which 227,350
were exercisable.

The following applies to options that are outstanding at December 31, 2003:

32

THE SPORTSMAN'S GUIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE G -- SHAREHOLDERS' EQUITY (CONTINUED)

A summary of the stock option transactions during the years ended December
31, 2003, 2002 and 2001 is as follows:

WARRANTS

In connection with a public offering of common stock in 1998, warrants to
purchase 100,000 shares of common stock at $8.45 per share were issued. The
warrants expired in February 2003. At December 31, 2003, no warrants were
outstanding.

NOTE H -- SUBSEQUENT EVENTS -- STOCK REPURCHASE

The Company repurchased 259,644 shares of common stock at a total cost of
$5.1 million for the period from January 1, 2004 through February 13, 2004 under
the stock repurchase plan approved on May 5, 2003.

NOTE I -- ADVERTISING EXPENSE

Selling, general and administrative expenses include advertising expenses
of $29.4 million, $29.2 million and $29.9 million for the years ended December
31, 2003, 2002 and 2001.

33

THE SPORTSMAN'S GUIDE, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE J -- INTERIM FINANCIAL INFORMATION (UNAUDITED)

The following table provides certain unaudited financial information for
each of the quarters shown:

34

THE SPORTSMAN'S GUIDE, INC.

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

- -------------------------
* Represents actual returns from customers.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

The Company's management evaluated, with the participation of the Company's
Chief Executive Officer and Chief Financial Officer, the effectiveness of the
Company's disclosure controls and procedures as of the end of the period covered
by this report. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that it files or submits under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported within the
time periods specified in the Securities and Exchange Commission's rules and
forms.

There were no changes in the Company's internal control over financial
reporting that occurred during the Company's last fiscal quarter that have
materially affected, or are reasonably likely to materially affect the Company's
internal control over the financial reporting.

35

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The information required by this Item 10 is set forth under "Election of
Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance" in the
Proxy Statement for our Annual Meeting of Shareholders on May 7, 2004 and is
incorporated herein by reference, except for certain information concerning our
executive officers which is set forth in Part I of this report.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item 11 is set forth under "Executive
Compensation" in the Proxy Statement for our Annual Meeting of Shareholders on
May 7, 2004 and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The information required by this Item 12 is set forth under "Executive
Compensation" and "Security Ownership of Certain Beneficial Owners and
Management" in the Proxy Statement for our Annual Meeting of Shareholders on May
7, 2004 and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this Item 13 is set forth under "Certain
Relationships and Related Transactions" and "Compensation Committee Interlocks
and Insider Participation" in the Proxy Statement for our Annual Meeting of
Shareholders on May 7, 2004 and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item 14 is set forth under "Ratification
of Engagement of Independent Certified Public Accountants" in the Proxy
Statement for our Annual Meeting of Shareholders on May 7, 2004 and is
incorporated herein by reference.

36

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(A) 1. FINANCIAL STATEMENTS

The following financial statements of the Company are included herein
at Item 8.

Report of Independent Certified Public Accountants

Consolidated Balance Sheets as of December 31, 2003 and 2002

Consolidated Statements of Earnings for the years ended December 31,
2003, 2002 and 2001

Consolidate Statements of Changes in Shareholders' Equity for the
years ended December 31, 2003, 2002 and 2001

Consolidated Statements of Cash Flows for the years ended December
31, 2003, 2002 and 2001

Notes to Consolidated Financial Statements

2. FINANCIAL STATEMENT SCHEDULES

The following financial statement schedule of the Company is included
herein at Item 8.

Schedule II--Valuation and Qualifying Accounts for the years ended
December 31, 2003, 2002 and 2001

3. EXHIBITS

See Exhibit Index at page 39 of this report.

(B) REPORTS ON FORM 8-K

On October 10, 2003, the Company filed a Form 8-K under Item 12
reporting in a press release expected sales and earnings per share for the
quarter ended September 30, 2003.

On October 29, 2003, the Company filed a Form 8-K under Item 12
reporting in a press release its financial results for the quarter ended
September 30, 2003.

37

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

THE SPORTSMAN'S GUIDE, INC.

By /s/ GREGORY R. BINKLEY
------------------------------------
Gregory R. Binkley
President and Chief Executive
Date: March 19, 2004 Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

38

EXHIBIT INDEX

Those exhibits marked with an asterisk (*) above constitute management
contracts or compensatory plans or arrangements for management and executive
officers of the Company.

40