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                                                                      EXHIBIT 99

                                  RISK FACTORS

         You should carefully consider the risk factors described below as well
as the other information in our SEC filings before making an investment in The
Sportsman's Guide, Inc. common stock.

RISKS RELATED TO OUR BUSINESS

WE ARE SUBJECT TO RISKS ASSOCIATED WITH CATALOG AND ONLINE RETAILING.

         Our success depends on the success of our catalog-based business as
well as our e-commerce business. We believe this success is achieved through the
following:

         -    efficient targeting of our customers;

         -    appropriate shifts in our merchandising mix;

         -    our ability to achieve adequate response rates to our catalog
              mailings and online offerings; and

         -    our ability to accurately forecast economic conditions and
              consumer demand.

         Catalog mailings involve substantial postage, paper and printing costs.
Merchandise acquisition costs are incurred prior to mailing each catalog and
making each online offering. If we were to experience a significant shortfall in
anticipated sales from a particular catalog mailing or online offering and not
recover costs associated with that offer, our results of operations could be
adversely affected.

         Response rates and sales generated by each catalog mailing and online
offering can be affected by factors such as consumer preferences, economic
conditions, timing of our catalog mailings and online offerings as well as our
competitors' and our mix of merchandise. Our inability to accurately target the
appropriate customers or to achieve adequate response rates could result in
lower sales and profits.

OUR OPERATING RESULTS ARE SUBJECT TO SIGNIFICANT FLUCTUATIONS AND SEASONALITY.

         Our sales and results of operations have fluctuated and can be expected
to continue to fluctuate as a result of a number of factors, including:

         -    the timing of new merchandise, catalog and online offerings;

         -    recognition of costs or sales contributed by new merchandise,
              catalog and online offerings;

         -    fluctuations in response rates and success of advertising
              campaigns;



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         -    fluctuations in postage, paper and printing costs;

         -    fluctuations in merchandise returns;

         -    adverse weather conditions that affect response, distribution or
              shipping;

         -    shifts in the timing of holidays;

         -    changes in our product mix;

         -    seasonal fluctuations in consumer purchasing patterns and
              advertising spending;

         -    changes in the growth rate of Internet usage and online user
              traffic levels;

         -    actions of our competitors; and

         -    general economic and market conditions.

         The majority of our sales historically occur during the third and
fourth quarters. 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
additional employees and building inventory levels. Our annual financial results
would be adversely impacted if sales were to fall substantially below what we
normally expect during the third and fourth quarters.

WE DEPEND ON THIRD PARTY SERVICE PROVIDERS TO OPERATE OUR BUSINESS.

         We depend on a number of third parties to provide services to operate
our business. For example, we depend on:

         -    outside printers and pre-press providers to print and mail our
              catalogs and to convert the catalogs to digital format for Web
              site posting;

         -    shipping companies and the U.S. Postal Service for timely
              delivery of our catalogs and shipment of merchandise to our
              customers;

         -    telephone companies to provide telephone service to our in-house
              and outside call centers;

         -    outside call centers to handle inbound customer telephone orders;

         -    communications providers to provide our Internet users with
              access to our Web sites; and

         -    vendors or suppliers for timely fulfillment of merchandise
              orders.

         Any disruption in these services could have a negative impact on our
business. Strikes or other service interruptions affecting our shippers would
impair our ability to deliver






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merchandise on a timely basis. Shipper strikes can suppress our sales because
customers may perceive that their orders cannot be delivered or will be
significantly delayed.

         Our Web sites could experience disruptions or interruptions in service
due to failures by communications providers. Our users depend on Internet
service providers and Web site operators for access to our Web sites. Our users
may experience significant outages, delays or other difficulties due to system
failures unrelated to our systems. These types of occurrences could cause users
to perceive our Web sites as not functioning properly and therefore cause them
to stop using our services.

         A third party hosts and manages our two e-commerce sites and will host
and manage our community/destination portal. System failures by this third party
could lead to disruption in service on our sites. These system disruptions could
have a material adverse effect on our business.

WE FACE SIGNIFICANT COMPETITION FROM CATALOG, RETAIL AND INTERNET-BASED
BUSINESSES.

         The direct marketing industry is highly competitive and fragmented. We
have significant competitors within each merchandise category and may face
competition from new entrants or existing competitors who shift focus to markets
we serve. 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. or Kmart
               Corporation;

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

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

         -     Internet content-based providers that target the outdoor
               enthusiast such as GORP.com, Inc. and All Outdoors, Inc.

         Some of our competitors are larger and have substantially greater
financial, marketing and other resources than us. Our competitors may be able to
secure products from vendors on more favorable terms, fulfill customer orders
more efficiently and adopt more aggressive pricing or inventory availability
policies than we can. Our competitors may develop products or services that are
equal or superior to our solutions or achieve greater market acceptance than
ours. Traditional store-based retailers also enable customers to see and feel
products in a manner that is not possible in catalogs or over the Internet.

INCREASES IN POSTAGE AND PAPER COSTS AND PAPER SHORTAGES CAN ADVERSELY IMPACT
OUR CATALOG BUSINESS.





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         Increases in postal rates and paper costs have a significant impact on
the cost of production and mailing of our catalogs and the shipment of customer
orders. Postage prices increase periodically, and we have no control over
increases that may occur in the future. Paper prices historically have been
cyclical and we have experienced significant increases in the past. Significant
increases in postal rates or paper costs could negatively impact our operating
results, particularly to the extent we are unable to pass on increases directly
to our customers or offset the increases by reducing other costs.

         In addition, we are dependent upon the availability of paper to print
our catalogs. Paper shortages have occurred in the past and may occur in the
future. Any paper shortage may increase our paper costs and cause us to reduce
our catalog circulation, change to a different weight or grade of paper or
reduce the number of pages per catalog. These increased costs or responsive
actions could negatively impact our sales and operating results.

WE MUST DEVELOP AND MAINTAIN OUR MAILING LIST TO GROW OUR CATALOG BUSINESS.

         We mail catalogs to individuals whose names are in our proprietary
customer database and to potential customers whose names we obtain from rented
or exchanged mailing lists. Names derived from rented or exchanged lists
generate lower response rates while requiring the same or greater advertising
expenses than names in our in-house database. Consequently, overall response
rates could decline while expenses increase if we were to increase our use of
rented or exchanged lists relative to the use of names in our customer database.

         Attrition reduces the number and quality of names in our mailing list.
We must constantly develop and maintain our mailing list by identifying new
prospective customers and tracking purchases by existing customers. We use
internally developed customer selection models to identify prospective and
existing customers to whom a catalog will be mailed. Incorrect modeling
assumptions or our failure to update our mailing list could negatively impact
our sales and operating results.

OUR INTERNET OPERATIONS ARE EXPECTED TO INCUR SUBSTANTIAL NET LOSSES FOR THE
FORESEEABLE FUTURE.

         We expect our Internet operations to record substantial net losses for
the foreseeable future. We believe that the continued growth of our Internet
business will depend in large part on our ability to:

         -     increase awareness of our Web site brand names, build traffic on
               our Web sites and convert site users to single and multi-buyers;

         -     develop a fully operational and integrated portal providing both
               e-commerce and community services to outdoor enthusiasts;

         -     provide our customers with superior Internet community and
               e-commerce experience; and






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         -     continue to enhance our systems and technology to support
               increased traffic to our Web sites.

         We intend to significantly increase our level of Internet marketing and
promotional expenditures. We also expect to make investments to further develop
our Web sites, technology and operating systems. Slower revenue growth than we
anticipate or operating expenses that exceed our expectations would harm our
Internet business.

WE MAY NEED ADDITIONAL CAPITAL TO CONTINUE TO EXPAND OUR INTERNET BUSINESS.

         We will require substantial working capital to fund expansion of our
Internet business and may need more in the future. We believe our available
funds should be sufficient to meet our working capital and capital expenditures
needs for the next 12 months. If we accelerate our Internet initiatives from
current plans, we may need to raise additional funds through the issuance of
equity, equity-related or debt securities. In that event, your rights may be
subordinate to other investors and your stock ownership percentage may be
diluted. We cannot be certain that additional financing will be available to us.

WE DEPEND ON OUR SENIOR MANAGEMENT FOR OUR SUCCESS.

         Our success is dependent to a significant extent on the efforts of our
executive officers and key management employees. The loss of any member of our
senior management could hurt our business.

OUR MANAGEMENT'S EXPERIENCE IN THE INTERNET INDUSTRY IS LIMITED AND WE MAY FAIL
TO HIRE, RETAIN AND INTEGRATE KEY EMPLOYEES.

         Our senior management has limited experience operating and managing Web
sites engaged in the sale of outdoor gear and providing Internet community
services. We depend on their ability to quickly develop an expertise in the
e-commerce and community aspects of our Internet business.

         We anticipate hiring additional persons to serve on our Internet
management team. Our success depends on our ability to continue to attract,
retain and motivate skilled employees who can effectively manage a fully
integrated Internet portal business. Competition to hire qualified e-commerce
and Internet community employees is intense. We may be unable to retain our
present key employees in the future. We may experience difficulty in hiring and
retaining skilled employees with appropriate qualifications. Our business will
be harmed if we fail to attract and retain key employees.

         In addition, because of the current low unemployment rate in the
Minneapolis/St. Paul metropolitan area, we face a shrinking pool of available
labor and we could experience labor shortages and higher labor costs in the
future.




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WE MAY NEED TO EXPAND OUR COMPUTER SYSTEMS TO SUPPORT INCREASED SALES VOLUME AND
INCREASED TRAFFIC ON OUR WEB SITES.

         Growth in our sales volume, in the number of users of our Web sites or
in the e-commerce solutions we provide to other businesses may strain or exceed
the capacity of our computer systems and lead to declines in performance or
systems failure. We believe that we will need to continually improve and enhance
the functionality and performance of our e-commerce, customer tracking and other
technical systems. We intend to upgrade our existing systems and implement new
systems as we anticipate new demand. Failure to implement these systems
effectively or within a reasonable period of time would cause decreased levels
of customer service and satisfaction.

DISRUPTION IN OUR FULFILLMENT OPERATIONS WOULD HARM OUR BUSINESS.

         Our ability to receive, process and fulfill customer orders depends on
the effective operation of our telephone lines, operational and management
information systems, and warehouse and distribution facilities. Any material
disruption in our order receipt, processing or fulfillment systems resulting
from internal or external telephone system failure, electrical problems, failure
of our information systems or other technical problems could cause significant
delays in our ability to receive and fill orders and may cause orders to be
lost, shipped or delivered late or cancelled by the customer.

         Our primary facility is our headquarters in South St. Paul, Minnesota.
If this facility were destroyed or significantly damaged by fire or other
disaster, we would need to obtain alternative facilities and replenish our
inventory, either of which would result in significantly increased operating
costs and delays in fulfilling customer orders.

WE DEPEND ON FINDING AND MAINTAINING SOURCES FOR OUR MERCHANDISE.

         We offer a changing mix of products. This changing mix of products
presents certain unique challenges in finding merchandise for our catalogs and
e-commerce offerings. Our buyers must develop and maintain relationships with
vendors to locate sources for high quality, low price, name brand merchandise
they believe will interest our customers. We cannot assure you that we will be
able to locate sources for or maintain ongoing access to manufacturers'
close-outs, military surplus and other items featured by us or that such
merchandise will be available to us at the times or prices or in the quantities
desired.

EXCESSIVE MERCHANDISE RETURNS COULD ADVERSELY IMPACT OUR BUSINESS.

         We maintain a policy of making refunds or exchanges for all merchandise
returned by customers for any reason, and we place no time limit on this return
policy. As our merchandise mix of footwear and apparel has increased so have
merchandise returns. While we make allowances in our financial statements for
anticipated merchandise returns based on historical return rates, actual
merchandise returns could exceed our reserves. We may




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experience increased returns of Y2K-related merchandise, such as gas or solar
powered generators, after January 2000. Any significant increase in merchandise
returns or merchandise returns that exceed our reserves could negatively impact
our operating results.

HIGHER BACKORDER LEVELS CAN NEGATIVELY IMPACT OUR OPERATING RESULTS.

         The average order is approximately three items. Backorders frequently
result in our shipping the customer two packages, but we charge the customer
shipping only for the first package. Consequently, higher backorder levels
increase our shipping costs and negatively impact our operating results.
Effectively managing our level of backorders depends both on our ability to
accurately forecast customer demand and product availability from our vendors.

GOVERNMENT REGULATION AFFECTS OUR BUSINESS.

         We are subject to federal, state and local laws and regulations which
affect our business. Federal Trade Commission regulations govern the manner in
which orders may be solicited and prescribe other obligations in fulfilling
orders and consummating sales. Other laws and regulations prohibit or limit the
sale, in certain states and localities, of certain items we offer such as black
powder firearms, ammunition, bows, knives and similar products. Government
regulation of firearms can affect sales of these ancillary firearm products, and
any increase in such regulation could adversely impact our sales of those
products.

         State and local government regulation of hunting can result in changes
to hunting seasons, bans or limitations on hunting or other similar
restrictions. Because a significant amount of our sales are attributable to
hunting, such changes or restrictions could decrease the demand for some of our
products.

         We import products for sale. Consequently, 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.

         We do not collect sales or similar taxes on sales of merchandise
shipped to residents of states other than Minnesota. Various states have sought
to impose on direct marketers the burden of collecting state sales and use taxes
on the sale of merchandise shipped to residents of that state. If we become
subject to collection or payment of additional sales, use or other taxes, our
customer response rates could be adversely affected.

WE FACE PRODUCT LIABILITY RISKS ON THE PRODUCTS WE SELL.

         Our products include black powder firearms, ammunition, air guns,
paintball guns, blank firing firearms, bows, slingshots, knives, stun guns,
blowguns, crossbows, certain non-lethal and chemical spray devices and other
potentially dangerous products. Although we are not a manufacturer of any of
these products, the sale of these products involves a risk of being named as a
party defendant in product liability litigation. We cannot assure you that our




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insurance will cover all potential claims arising from the sale of these
products or that the amount of the coverage will be adequate, nor can we assure
you that adequate insurance coverage can be obtained in the future at an
acceptable cost or at all. Any uninsured or inadequately insured claim or
liability could have a material adverse effect on our business and operating
results.

RISKS RELATED TO THE INDUSTRY

WE DEPEND ON CONTINUED GROWTH IN USE OF THE INTERNET.

         A decrease in the growth of Web usage would hurt our business. The
following factors may inhibit growth in Web usage:

         -    inadequate Internet infrastructure;

         -    security and privacy concerns;

         -    inconsistent quality of service; and

         -    unavailability of cost-effective and high-speed service.

         The performance and reliability of the Internet may decline as the
number of users increases or the bandwidth requirements of users increase. If
outages or delays frequently occur in the future, Web usage, including usage of
our Web sites, could grow slowly or decline. Even if the necessary
infrastructure or technologies are developed, we may have to spend considerable
amounts to adapt our solutions accordingly.

WE DEPEND ON CONTINUED GROWTH OF E-COMMERCE.

         Our future revenue and profits depend upon the widespread acceptance
and use of the Internet as an effective medium of commerce. Failure of the
Internet and online services to become a viable commercial marketplace would
hurt our business. Rapid growth in the use of the Internet and commercial online
services is a recent phenomenon. We cannot assure you that a large base of
consumers will adopt and continue to use the Internet for commerce. Demand for
recently introduced services and products over the Internet and online services
is subject to a high level of uncertainty. The successful development of the
Internet and online services is subject to a number of factors, including:

         -     continued growth in the number of users of such services;

         -     concerns about transaction security;

         -     continued development of the necessary technological
               infrastructure; and

         -     the development of complementary services and products.

WE DEPEND ON AN UNPROVEN INTERNET BUSINESS MODEL.






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         The profit potential for an Internet business model is unproven. We
intend to make significant expenditures to advertise our Web sites in
traditional print media as well as online. It remains to be proven whether this
advertising can raise awareness and increase usage of specific Internet sites.
Even if we are successful in generating increased user traffic to our Web sites,
we cannot be sure these users will purchase products or be repeat customers.

WE MAY BE VULNERABLE TO BREACHES OF ONLINE SECURITY.

         Our servers may be vulnerable to computer viruses, physical or
electronic break-ins and similar disruptions. We may need to expend significant
additional capital and other resources to protect against a security breach or
to alleviate problems caused by security breaches. Our business may be harmed if
security measures do not prevent security breaches. We cannot assure protection
against all security breaches.

RISKS RELATED TO OUR STOCK

OUR PRINCIPAL SHAREHOLDER AND MANAGEMENT OWN A SIGNIFICANT PORTION OF OUR COMMON
STOCK AND WILL BE ABLE TO EXERCISE SIGNIFICANT INFLUENCE OVER OUR AFFAIRS.

         Vincent W. Shiel, a director of the Company, and members of his family
as well as trusts for the benefit of children and grandchildren, together with
our other directors and executive officers, beneficially owned approximately
33.5% of the outstanding shares of our common stock as of December 31, 1999.
These persons also beneficially owned options to purchase 534,343 shares which
if fully exercised would result in them beneficially owning 40.2% of our
outstanding common stock.

         As a result of this share ownership, our management, and in particular
Dr. Shiel, will be able to exert significant influence on corporate action
requiring shareholder approval, including the election of directors. This share
ownership could delay or prevent a change in control. It could also prevent our
shareholders from realizing a premium over the market price for their common
stock or effecting a change in management. In addition, our Restated Articles of
Incorporation provide that shareholders may cumulate their votes for the
election of directors, which may allow shareholders owning less than a majority
of our outstanding common stock to elect one or more directors.

THE SUBSTANTIAL NUMBER OF SHARES THAT ARE ELIGIBLE FOR PUBLIC SALE MAY ADVERSELY
AFFECT OUR STOCK PRICE.

         There were 4,747,810 shares of our common stock outstanding as of
December 31, 1999. Of these outstanding shares, 3,733,622 shares are freely
tradable without restriction or registration under the Securities Act and
1,014,188 shares are eligible for public sale under Rule 144 of the Securities
Act.





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         As of December 31, 1999, 617,069 shares of common stock were issuable
pursuant to options granted under our stock option plans. Of these option
shares, 370,482 shares are exercisable. We may issue options to purchase up to
an additional 616,062 shares under our stock option plans. All shares issuable
under our stock option plans have been registered under the Securities Act. We
also have outstanding warrants to purchase 100,000 shares.

         Sales of substantial amounts of common stock in the public market, or
the perception that such sales could occur, could adversely impact the market
price of our common stock.

OUR STOCK PRICE MAY FLUCTUATE SIGNIFICANTLY.

         The trading price of our common stock has been volatile and is likely
to continue to be volatile. Our stock price could be subject to wide
fluctuations in response to a variety of factors. The stock market has
experienced significant price and volume fluctuations that have often been
unrelated or disproportionate to the operating performance of particular
companies. Broad market factors may have a material adverse effect on our stock
price, regardless of our actual performance.






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