Gander Mountain Company (GMTN)

With 2006 revenues in excess of $90 million and over 15 million catalogs distributed annually, Overton’s is an established Internet and catalog marketer with a strong, trusted brand name. Headquartered in Greenville, N.C., Overton’s operations include a fulfillment center and call center offering available capacity to support new Gander Mountain Internet and catalog marketing opportunities.

“The acquisition of Overton’s enables Gander Mountain to greatly accelerate our strategy to be an integrated, multi-channel retailer featuring Internet, catalogs and retail stores,” said Mark Baker, Gander Mountain president and CEO.  “Overton’s is a unique opportunity for Gander Mountain, providing an excellent management team, a proven platform and infrastructure, and the capacity to handle substantial additional volume with minimal incremental investment.”

“Gander Mountain was the first major catalog company in our industry,” Baker continued.  “Moving back into the catalog and Internet marketing arena will leverage our retail network of 115 stores across 23 states, and create national awareness for our brand as we grow into new retail areas.  It also should provide better balance to our seasonal sales profile with the majority of Overton’s sales in the first half of the year, and help us to improve our margins and lower our selling costs.”

Mark Metcalfe, CEO of Overton’s, said, “The entire Overton’s team is tremendously excited by the opportunities this new ownership brings. We believe we can significantly contribute to the growth of Gander Mountain’s Internet and catalog efforts, as well as increase the distribution of Overton’s catalogs and drive sales of Overton’s products in Gander Mountain’s retail stores.”

The purchase price for the acquisition was approximately $70 million in cash which included the repayment of Overton’s existing indebtedness at closing.  The purchase price was financed through the issuance of $24 million in Gander Mountain common stock at a purchase price of $5.90 per share, a $40 million term loan from

For the quarter, sales increased 18.6 percent to $216.5 million and comparable store sales increased 4.2 percent versus the second quarter of the prior year.  This was the fourth consecutive quarter of positive comparable store sales gains.  For the quarter, the company reported a net loss of $9.7 million, or $0.48 per share, compared to a net loss of $7.6 million, or $0.53 per share, in the second quarter of fiscal 2006.

For the 26 weeks ended August 4, 2007, the company reported sales of $392.3 million, an increase of 16.0 percent over the same period in 2006. Comparable store sales gained 2.7 percent. The company reported a net loss for the 26-week period of $32.5 million, or $1.61 per share, compared with a net loss of $30.5 million, or $2.14 per share for the 26 weeks ended July 29, 2006.

“In the second quarter, we saw regional strength in our eastern and southern stores.  Same store sales were boosted by strong performance in hunting and PowerSports, including our new offering of Tracker Marine Group boats at selected stores.” said Mark Baker, president and CEO.  “As we enter the second half of the fiscal year, Gander Mountain is well prepared to build on our sales momentum in the upcoming hunting and holiday seasons.”

For the first quarter, sales increased 13.0 percent to $175.7 million and comparable store sales increased 1.0 percent versus the first quarter of the prior year.  Losses from operations were $18.9 million, or 10.7 percent of sales, versus $19.0 million, or 12.2 percent of sales for the comparable period. For the quarter, the company reported a net loss of $22.8 million, or $1.14 per diluted share, compared to a net loss of $23.0 million, or $1.61 per diluted share, in the first quarter of fiscal 2006.

“In the first quarter, we demonstrated progress by reducing losses in what historically has been our seasonally smallest period while operating a higher number of stores. Though the gains were small, this is the first time as a public company that Gander Mountain has improved operating performance in the first quarter versus the prior year,” said Mark Baker, president and CEO.  “We were pleased by the regional strength in our growing number of southern stores and by initial performance in our new offering of Tracker Marine Group boats at selected stores.  Both these trends are evidence of the operating momentum we are gaining from our merchandising initiatives and geographic diversification strategy.”

For the fourth quarter, sales increased 16.4 percent to $326.9 million. Comparable store sales increased 0.4 percent on a 14-week comparable basis.  Income from operations was $29.2 million, an increase of 12.1 percent. For the quarter, the company reported net income of $15.3 million, or $0.85 per diluted share, compared to net income of $22.2 million, or $1.45 per diluted share, in the fourth quarter of 2005.  Income for the 2006 fourth quarter includes a pre-tax non-cash charge of $9.0 million or ($0.50) per diluted share related to a previously announced fourth quarter transaction as described below.

On December 12, 2006, Gander Mountain Company announced that David C. Pratt had entered into an agreement to purchase 5,701,255 newly issued shares of common stock at a price of $8.77 per share for a total purchase price of $50.0 million. The purchase price in the equity financing was paid with $30 million in cash and the surrender and cancellation of the company’s $20 million note originally issued to a Pratt family trust. The non-cash charge of $9.0 million is due to technical accounting requirements related to the conversion of debt to equity securities.  It is a one-time, non-cash charge and has no impact on total shareholders’ equity or cash provided by operations.

For the fiscal year ended February 3, 2007, Gander Mountain reported sales of $911.4 million, an increase of 13.3 percent over 2005. Comparable store sales declined 1.1 percent on a 53 week comparable basis. Income from operations improved to $15.0 million from a loss of $2.2 million for fiscal 2005.  The company reported a net loss for the fiscal year of $13.2 million, or ($0.88) per diluted share, compared to a net loss of $13.3 million, or ($0.93) per diluted share for fiscal 2005. In addition to the non-cash charge discussed above, which was ($0.60) per share on a diluted basis, the results for fiscal 2006 include a $1.4 million pre-tax gain from the insurance settlement related to the flooding of the company’s Binghamton, N.Y. store in June 2006.  The results for

fiscal 2005 include a pre-tax payment to Gander Mountain of $2.5 million related to the termination of the company’s previous co-branded credit card agreement.

“I am pleased to report a good year at Gander Mountain, with record sales and operating income,” said Mark Baker, president and CEO. “The December equity transaction positions us for stronger performance with increased financial flexibility to support profitable growth.  Our investment in 13 new stores in the coming year will continue to diversify our geographic base.”

“Bob has worked closely with Dennis and is well qualified to take on the responsibilities of CFO, having previously served in that position at Norstan, Inc.” said Mark Baker, president and CEO. “Dennis’ new position will enable him to focus more closely on developing new business opportunities to drive our long-term growth, such as the Tracker Marine agreement we announced earlier this week. Gander Mountain is committed to reaching more customers through both new stores and additional channels of distribution, and Dennis will lead that effort.”

Robert Vold joined Gander Mountain in October 2005 as vice president, finance. He previously spent seventeen years in positions of increasing responsibility in finance at Norstan, Inc., including chief financial officer. Mr. Vold began his career with Arthur Andersen LLP.

Dennis Lindahl has served as executive vice president and chief financial officer of Gander Mountain since 2003. Previously, he was vice president and chief financial officer of Holiday Companies, where he played a key role in building Gander Mountain Company. Gander Mountain was a wholly-owned subsidiary of Holiday Companies prior to its initial public offering in 2004.