The Sportsman's Guide Acquires The Golf Warehouse - TGW.com in All Cash Transaction

The Sportsman's Guide Acquires The Golf Warehouse - TGW.com in
All Cash Transaction
Minnesota-Based Catalog and Internet Retailer Purchases Leading Online and
Catalog Golf Retailer in Accretive Transaction; Company Raises Sales and
Earnings Guidance 


SOUTH ST. PAUL, Minn., June 29  /PRNewswire-FirstCall/ -- The Sportsman's
Guide, Inc. (NASDAQ:SGDE), a St. Paul, Minnesota-based catalog and Internet
retailer, announced today that it has acquired The Golf Warehouse, LLC, ("TGW")
the Wichita, Kansas-based leading online and catalog retailer of golf
equipment, apparel and accessories, in an all cash transaction valued at
approximately $30 million.  A combination of available cash and an expanded
bank credit facility will be used to finance the transaction, purchasing TGW
from its management and Falconhead Capital, a private investment firm.

The Golf Warehouse was founded in 1998 and has enjoyed extraordinary growth in
sales since then, recording a five-year compounded growth rate in excess of
60%.  For its year ended December 31, 2003, TGW had sales of over $40 million,
adjusted EBITDA of approximately $3 million and operating income of $1.7
million.  Its website is located at http://www.tgw.com/ .  The transaction is
expected to be immediately accretive and the Company is increasing current
revenue guidance for all of 2004 by 10% to 12% and current earnings per share
guidance for the same period by $0.08 to $0.10.

TGW.com offers consumers more than 18,000 brand-name items. These items include
Titleist, Taylor Made, Nike, Callaway, PING, Cobra, Footjoy and adidas.  It
rotates feature products on its homepage, provides easy online navigation, huge
in-stock warehousing, efficient fulfillment and friendly customer service. TGW
began its print catalog in the winter of 2002, reaching roughly one million
golf consumers and gift givers with each of its four annual editions.

Gregory R. Binkley, President and Chief Executive Officer of The Sportsman's
Guide, commented on the transaction, "We are very pleased to announce the
consummation of this transaction.  It meets all of the objectives that we
established for ourselves when we set out to grow our business through
acquisition.  These objectives with respect to this acquisition include:

   -- It is accretive to earnings;
   -- Its product offerings are consistent with our commitment to equip
      consumers to pursue and live an outdoors lifestyle;
   -- It has a talented and effective management team, who we will retain;
   -- It adds a spring and summer business to our business, helping to
      smooth some of the seasonality that we have traditionally seen;
   -- It has recently started a catalog where we can add significant value
      based on our experience and expertise;
   -- It has shown remarkable growth in online sales;
   -- We believe significant synergies and cost savings will be achieved.



Binkley went on to comment on the online golf industry and TGW.  "We are
especially excited to add the premier and preeminent online golf retailer to
our Company and we will maintain its strong brand identity.  TGW enjoys strong
relationships with The Golf Channel, with the PGA Tour and with all of the
major equipment manufacturers.  It has shown significant year over year sales
growth since its inception, gaining market share well in excess of industry
growth rates. Sales of golf equipment and golf apparel represent a $5 to $6
billion annual market and statistics tell us golfers use the Internet more
frequently than many other consumers grouped by leisure activity.  We expect to
see TGW's market share and consumer awareness increase going forward."

Mark Marney, Founder and Chief Executive Officer of TGW, stated, "Our
management team and our employees are excited to become a part of a growing,
dynamic public company that has been one of the best performing companies of
its size over the past three years. We look forward to making significant
contributions to the ongoing success of The Sportsman's Guide."

Conference Call

The Sportsman's Guide will hold a conference call on Wednesday, June 30, 2004,
to discuss the acquisition.  Gregory R. Binkley, President and Chief Executive
Officer, and Charles B. Lingen, Executive Vice President and Chief Financial
Officer, will be present on the call to provide commentary and to take
questions.  The call will be begin at 10:30 a.m., Central Time. Participants
may access the call by dialing 1-800-209-8032 -- Conference ID # 8506172.  The
call may also be accessed via the Internet at http://www.sportsmansguideir.com/
.

The Sportsman's Guide offers value-priced outdoor gear and general merchandise
with a special emphasis on outdoor clothing, equipment and footwear, sold
through both catalogs and Internet websites: http://www.sportsmansguide.com/ ,
and http://www.bargainoutfitters.com/ .  The Company was recently ranked 35th
on BusinessWeek's listing of 100 "Hot Growth Companies."  The list appeared in
the June 7, 2004 edition of the magazine. Inclusion on the list was based on a
company's three-year results in sales growth, earnings growth and return on
invested capital.  Investor information about the Company can be found at
http://www.sportsmansguideir.com/ .

This release contains forward looking statements which are subject to change
based on various important factors, including but not limited to general
economic conditions, a changing market environment for the Company's products
and the market acceptance of the Company's catalogs, Internet sites and
offerings.

   CONTACT:  612-344-1000
             William P. Bartkowski
             BlueFire Partners
             612-344-1012 (direct)


Website:  http://www.TGW.com

               http://www.sportsmansguideir.com

               http://www.bargainoutfitters.com 

DATASOURCE: The Sportsman's Guide, Inc.



CONTACT:  William P. Bartkowski of BlueFire Partners, [phone], or

[phone] (direct)

Copyright