<PAGE>
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                       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 (Fee Required). For the fiscal year ended December 29, 1995
 
                                       OR
 
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
    ACT   OF  1934   (No  Fee   Required).  For   the  transition   period  from
                       to                    .
 
                         Commission file number 015767
 
                            ------------------------
 
                          THE SPORTSMAN'S GUIDE, INC.
             (Exact name of registrant as specified in its charter)
 
<TABLE>
<S>                           <C>
         MINNESOTA                  41-1293081
(State or other jurisdiction     (I.R.S. Employer
             of                Identification No.)
      incorporation or
       organization)
</TABLE>
 
                411 FARWELL AVE., SO. ST. PAUL, MINNESOTA 55075
                    (Address of principal executive offices)
 
                                 (612) 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:
                                (TITLE OF CLASS)
                     Common Stock, par value $.01 per share
 
                            ------------------------
 
    Indicate by check mark whether the  registrant (1) has filed all reports  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  the  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. /X/
 
    As  of March 19, 1996, the aggregate market value of the registrant's Common
Stock held by nonaffiliates  was approximately $1,189,788  based on the  average
bid and asked price of the Common Stock on such date.
 
    As  of  March 19,  1996, there  were 23,335,833  shares of  the registrant's
Common Stock outstanding.
 
    Exhibit index appears at page 33.
 
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<PAGE>
                                     PART I
 
ITEM 1.  BUSINESS
 
    The  Sportsman's Guide, Inc.  (the "Company") is engaged  in the retail mail
order catalog business, featuring merchandise for people who enjoy the outdoors,
for handymen/do-it-your-selfers,  and  for anyone  who  appreciates  high-value,
high-quality  items for everyday use. The  Company's merchandise is marketed via
monthly and specialty titles of The Sportman's Guide's catalog. The Company  had
1995  sales of  $101.8 million.  The Sportman's Guide  has had  over 3.3 million
customers in its recent  operating history of which  1.1 million purchased  from
the  Company's catalogs within  the last twelve  months. The typical Sportsman's
Guide customer  is  a 30-50  year  old male  who  has an  interest  in  hunting,
shooting,  fishing, camping or the outdoors in general. The average customer has
a mean household  income of $45,000  and many  are located in  smaller towns  or
rural  areas. The  Company also has  a small  retail outlet store  from which it
sells discontinued, overstocked and regular catalog merchandise.
 
    The Company was  incorporated under the  laws of the  State of Minnesota  on
March  25, 1977, as The Olen Company, Inc. At that time the Company acquired the
business and assets  of The Olen  Company, a sole  proprietorship owned by  Gary
Olen,  an officer, director and  shareholder of the Company.  In March 1986, the
Company changed its name to The Sportsman's Guide, Inc.
 
    On January 25, 1996, the Company announced that it had entered into a letter
of intent to merge with VISTA 2000,  Inc. On March 8, 1996, the Company  entered
into an Agreement and Plan of Merger with VISTA Acquisition Subsidiary, Inc. and
VISTA  2000, Inc. Pursuant to the terms of the agreement, the Company will merge
with and  into VISTA  Acquisition  Subsidiary, Inc.  and become  a  wholly-owned
operating  subsidiary of  VISTA 2000,  Inc. ("VISTA")  (see Note  L of  Notes to
Financial Statements).
 
MERCHANDISING
 
    Through its catalogs, the Company offers for sale a variety of  merchandise,
primarily  for the individual hunter,  collector, shooter and outdoorsman. These
items include  hunting  and  general apparel,  footwear,  hunting  and  shooting
accessories,   ammunition,   knives   and   accessories,   general  merchandise,
collectibles and a variety of gift items.
 
    Although the  Company does  not manufacture  any of  its products,  a  small
percentage  of the  items in  the catalogs  are custom-designed  by the Company,
including T-shirts and sweatshirts, hunting apparel, knives, patches, shirts and
other hunting accessories.  Some of the  Company's products are  sold under  the
Company's private label.
 
    During  fiscal  years 1993,  1994  and 1995,  no  class of  similar products
contributed more than 10 percent of the Company's total sales.
 
SUPPLIERS
 
    The Company  purchases its  merchandise from  a wide  variety of  suppliers.
Generally,  the Company purchases all of its product needs for a given item from
one vendor.  No  single supplier  accounted  for more  than  10 percent  of  the
Company's  purchases during 1995. The  Company believes that alternative sources
are available for most of its merchandise.
 
    The Company primarily uses one printer  to print and mail its catalogs.  The
Company  is not dependent upon  this printer to perform  these functions and has
used other companies for this purpose during 1995 and prior years.
 
MARKETING
 
    Prior to  1987,  the  Company  published  one  catalog  per  year,  offering
primarily  hunting equipment and apparel. In January of 1987, the Company began,
on a  test  basis,  publication  and distribution  of  a  Spring/Summer  catalog
featuring  a  wide  range  of  outdoor equipment,  in  addition  to  the hunting
 
                                       2
<PAGE>
equipment and apparel catalog. The Company has continued to increase its  annual
catalog  publications, with ten editions published in 1993, thirteen editions in
1994 and 23 editions in 1995.  Publications during 1995 consisted of 12  monthly
editions  complimented  by 11  specialty  titles targeting  ammunition, military
surplus and hunting apparel consumers.
 
    The Company  mailed  approximately  54  million  catalogs  to  existing  and
prospective  customers  during  1995,  a  38  percent  increase  over  1994. The
marketing activities  are centered  around two  primary programs:  new  customer
acquisition and existing customer programs.
 
    The  Company's customer  acquisition programs  are designed  to identify and
capture new customers that fit its customer profile, and once acquired, maximize
the long-term  profit potential  from those  customers. The  primary sources  of
prospective  customers are rented mailing lists from over sixty different direct
marketing companies and over forty periodicals. In 1995, new customers accounted
for approximately 27 percent of the Company's sales.
 
    With ongoing  refinements in  the Company's  approach to  merchandising  and
marketing,  the frequency and  quantity of mailings  to the top  segments of the
existing customer list have  increased which in  turn have provided  significant
sales  growth over the  last five years. Demographic  and regression analyses of
historical  purchasing  patterns  of  existing  customers,  including   recency,
frequency  and monetary modeling,  are performed to  assist in merchandising and
customer targeting.
 
    The Company introduced several new marketing programs during 1995  including
a  Buyer's  Club  and an  installment  payment  plan. Customers  can  purchase a
membership in the Buyer's Club for  a $29.99 annual fee and receive  merchandise
discounts  of ten  percent on  regularly priced items  and five  percent on sale
items and special buys. All customers with orders of $50 or more can utilize the
Company's E-Z Pay Plan consisting of a  25% down payment with three payments  of
equal amounts in 30 day increments.
 
    As  a part of its marketing approach, the Company maintains a liberal policy
of making refunds or exchanges for all merchandise returned by customers for any
reason. The Company places  no time limitation on  this return policy.  Returned
merchandise is restocked, sold in the retail outlet, returned to the supplier or
scrapped.
 
ORDER PROCESSING AND FULFILLMENT
 
    Processing  of customer orders  is coordinated and  handled by the Company's
on-line order entry system. Approximately 66 percent of the customer orders  are
placed  through the  Company's toll-free  telephone lines  which are  staffed 24
hours per day, seven  days per week. The  Company's telemarketing department  is
staffed  with  individuals who  are familiar  with the  products offered  in the
catalogs, and can offer  assistance to customers  on availability, color,  size,
etc.  Telemarketers  use  a  scripted catalog  sales  system,  and  enter orders
directly into  the  Company's on-line  computer  system. The  remainder  of  the
Company's  sales are primarily received through the mail or fax. Mail orders are
payment  verified,  batched  and  processed  through  the  order  entry  system.
Customers  can pay for their orders by  any combination of check or credit card.
Charges are not billed to customer credit  cards until the orders are ready  for
shipment.
 
    The Company promises next business day shipping on orders received by 7 p.m.
for  in-stock merchandise. Virtually all of the Company's merchandise is stocked
at, and shipped  from, its  facility in South  St. Paul,  Minnesota, although  a
small  percentage of  merchandise is  drop-shipped directly  to the  customer by
specific vendors. The Company primarily  utilizes the United Parcel Service  and
United  States Postal Service for shipment  of its merchandise to its customers.
When cost effective the Company utilizes a consolidating shipper for delivery to
the United States Postal Service.
 
COMPETITION
 
    The direct  marketing industry  includes  a wide  variety of  specialty  and
general  merchandise retailers in  a highly competitive  and fragmented business
environment. The Company sells its products to customers in all fifty states and
competes   in    the   purchase    and   sale    of   merchandise    with    all
 
                                       3
<PAGE>
retailers.   The  Company   believes  that   no  direct   competitor  offers  as
comprehensive a selection of products at lower prices. However, there are  other
mail order catalogs as well as discount retailers that offer similar products to
those  found in  The Sportsman's  Guide catalog.  Other outdoor/hunting catalogs
include Gander Mountain,  Bass Pro Shops  and Cabela's. None  of these  catalogs
focus  directly on the value-oriented, outdoorsman niche but rather compete with
The Sportsman's Guide  only in certain  product categories. Discount  retailers,
such  as Wal-Mart and K-Mart, offer selected  similar products to those found in
the Company's catalogs but generally at equal or higher prices.
 
    The Company competes by emphasizing the following:
 
    - Concentration on  high  quality products  sold  at low  prices,  including
      manufacturers'  close-outs, military  surplus and  unusual or hard-to-find
      products which provide value to the customers.
 
    - Creative and  expansive  use  of  art  and  copy  where  each  product  is
      extensively  described with humorous call-outs  and photo captions, photos
      and caricatures. Copy is written in  the first person from Gary Olen,  the
      President  of  the Company,  to the  reader. The  catalog is  perceived by
      customers  as  having  entertainment  value  and  is  positioned  as  "The
      Fun-to-Read Catalog-TM-".
 
    - Each  product is  hand-picked and  field tested  by Company  associates to
      insure its quality, functionality, proper  sizing, etc. and therefore  its
      ultimate appeal to the customers.
 
    - Strong emphasis on customer service exists by keeping most items in stock,
      allowing  a guaranteed  return policy, personally  replying to complaints,
      and providing courteous and prompt service and delivery times.
 
    - Toll-free telephone and fax ordering and toll-free customer service  lines
      are provided for customer use.
 
SEASONALITY
 
    The  majority of the Company's sales historically occur during the third and
fourth fiscal quarters. The seasonal nature of the Company's business is due  to
the  catalog's focus on hunting/shooting merchandise and related accessories for
the fall  and holiday  seasons.  The following  table illustrates  the  seasonal
trends  in the  Company's sales  for the fiscal  years ended  December 29, 1995,
December 30, 1994, and December 31, 1993.
 
<TABLE>
<CAPTION>
                                                                                PERCENT OF TOTAL
SIX MONTHS ENDED                                                                  ANNUAL SALES
------------------------------------------------------------------------------  -----------------
<S>                                                                             <C>
June 1993.....................................................................            30%
December 1993.................................................................            70%
June 1994.....................................................................            37%
December 1994.................................................................            63%
June 1995.....................................................................            41%
December 1995.................................................................            59%
</TABLE>
 
    As the chart illustrates, the Company's efforts to reduce seasonality  while
increasing sales volume have been successful.
 
SERVICE MARK
 
    The  Company believes  that its service  marks, "The  Sportsman's Guide" and
"The Fun-to-Read  Catalog"  are of  significant  value and  has  registered  the
service  marks with the United  States Patent and Trademark  Office and with the
appropriate agencies  in Canada.  If continuously  used and  registered,  United
States  service marks  may be  used exclusively by  the owner  for an indefinite
period.
 
EMPLOYEES
 
    As of December 29, 1995, the Company had approximately 750 Associates.
 
                                       4
<PAGE>
REGULATION
 
    The Company is  subject to  federal, state  and local  laws and  regulations
which  affect  its  catalog  mail  order  operations.  Federal  Trade Commission
regulations, in general, govern the manner in which orders may be solicited, the
information which must be provided to  prospective customers, the time in  which
orders  must  be shipped,  obligations to  customers if  orders are  not shipped
within the time  promised, and the  time in which  refunds must be  paid if  the
ordered merchandise is unavailable or if it is returned.
 
    The Federal Trade Commission has also established guidelines for advertising
and  labeling many  of the  products sold  by the  Company. The  Company is 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.
 
ITEM 2.  PROPERTIES
 
    The  Company's offices, warehouse and distribution facilities are located at
411 Farwell  Avenue, South  St. Paul,  Minnesota. The  Company currently  leases
approximately  338,000 square  feet under a  triple net  lease expiring October,
1998. All of the Company's operations are located at this facility. The  Company
believes  its present  facilities will be  sufficient for  its current operating
plan.
 
ITEM 3.  LEGAL PROCEEDINGS
 
    The Company  is not  a party  to any  pending legal  proceedings other  than
routine litigation which is incidental to its business and which is not material
in nature.
 
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
 
    None.
 
                                    PART II
 
ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
MARKET INFORMATION
 
    The   Company's  common  stock   is  traded  in   the  Minneapolis-St.  Paul
over-the-counter market.
 
    The following table sets forth the quarterly high and low bid prices for the
Company's Common Stock for the past two  fiscal years as reported by Metro  Data
Company,  a Minneapolis  computer service  bureau that  collects quotations from
local market makers. Such quotations reflect inter-dealer prices, without retail
mark-up, mark-down  or  commission,  and do  not  necessarily  represent  actual
transactions.
 
<TABLE>
<CAPTION>
                                                                                     HIGH          LOW
                                                                                    -----         -----
<S>                                                                              <C>           <C>
1995
Fourth Quarter.................................................................           5/16          3/32
Third Quarter..................................................................           1/2           5/16
Second Quarter.................................................................           11/16          1/4
First Quarter..................................................................          1              9/16
1994
Fourth Quarter.................................................................         1 1/8           11/16
Third Quarter..................................................................           9/16          1/2
Second Quarter.................................................................           5/8           1/2
First Quarter..................................................................           5/8           5/16
</TABLE>
 
HOLDERS
 
    At  March 19, 1996,  there were approximately  300 holders of  record of the
Company's Common Stock. This  number does not include  persons whose shares  are
held in "street" or nominee name.
 
                                       5
<PAGE>
DIVIDENDS
 
    The  Company neither declared nor paid any  cash dividends to holders of its
Common Stock during the fiscal years  ended December 29, 1995, and December  30,
1994.  The  Company currently  intends to  retain  all earnings  for use  in its
business for the forseeable  future. The Company is  prohibited from paying  and
declaring dividends under the terms of its revolving loan agreement.
 
ITEM 6.  SELECTED FINANCIAL DATA
 
    The  following table sets forth  certain selected financial information with
respect to the Company's five most recent fiscal years. This selected  financial
information   should  be  read  in  conjunction  with  the  Company's  Financial
Statements included in this report.
 
<TABLE>
<CAPTION>
                                                                  FISCAL YEARS ENDED (2)
                                            -------------------------------------------------------------------
                                            DECEMBER 29,  DECEMBER 30,  DECEMBER 31,  JANUARY 1,   DECEMBER 27,
                                                1995          1994          1993         1993          1991
                                            ------------  ------------  ------------  -----------  ------------
                                                            IN THOUSANDS, EXCEPT PER SHARE DATA
<S>                                         <C>           <C>           <C>           <C>          <C>
STATEMENT OF
 OPERATIONS DATA
Sales.....................................   $  101,832    $   96,398    $   60,191    $  38,162    $   23,431
Earnings (loss) from operations...........       (1,229)        3,732           (26)         592           304
Net earnings (loss).......................       (1,744)        2,722          (478)         511           212
Net earnings (loss) per common share:
  Primary.................................         (.07)          .11          (.02)         .02           .01
  Fully Diluted...........................         (.07)          .10          (.02)         .02           .01
Weighted average number of shares
 outstanding:
  Primary.................................       23,336        25,882        23,333       23,333        23,333
  Fully Diluted...........................       23,336        26,997        23,333       23,333        23,333
BALANCE SHEET DATA
Total assets..............................   $   23,709    $   21,179    $   14,546    $   8,623    $    5,237
Long-term obligations excluding trade
 creditors' obligation (1)................          287         3,873         1,900          912           935
Trade creditors' obligation (1)...........       --                74           635          635           850
Stockholders' equity......................        1,548         3,292           570        1,048           537
</TABLE>
 
------------------------
(1) See Note  B of Notes  to Financial Statements  for discussion of  bankruptcy
    settlement.
 
(2)  The Company  operates on  a 52  or 53  week fiscal  year ending  the Friday
    nearest December 31.  All of the  above fiscal years  consisted of 52  weeks
    except fiscal year ended January 1, 1993 which consisted of 53 weeks.
 
    Reclassifications  have been made to prior  years' information to conform to
current year's presentation.
 
                                       6
<PAGE>
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS
 
RESULTS OF OPERATIONS
 
    1995 COMPARED TO 1994
 
    The Company's  net  sales  in  fiscal 1995  were  $101,832,000  compared  to
$96,398,000  in 1994,  an increase of  approximately 6 percent.  The increase in
sales was a result of  a 38 percent increase  in total catalog mailings  offset,
for  the  most part,  by  lower than  anticipated  customer demand.  The Company
continues  to  increase  its  annual  catalog  publications,  with  twenty-three
editions published in 1995 as compared with thirteen editions in 1994. The lower
than  anticipated  customer  demand  was  partially  caused  by  several catalog
mailings  being  delivered  late  to   the  customers'  homes.  Management   has
implemented controls to ensure timely catalog mailing during 1996.
 
    Gross  profit in 1995 increased $2,664,000,  or 8 percent compared to fiscal
1994, primarily reflecting  the increased sales  volume. The gross  profit as  a
percentage  of sales increased to 34.1 percent from 33.2 percent in fiscal 1994.
The majority of the increase in the gross profit percentage was a result of  the
Company  increasing shipping  and handling  charges on  outgoing parcels  to its
customers. In the aggregate, retail product  margins, as a percentage of  sales,
were virtually unchanged from the prior year.
 
    Selling,  general  and  administrative  expenses  were  $35,924,000  or 35.3
percent of sales in  1995 compared to  $28,299,000 or 29.4  percent of sales  in
1994.  The increase in dollars was primarily  due to the higher catalog mailings
and higher equipment and building rent as well as increased depreciation, all of
which were spent  to increase  the capacity  of the  computer system,  telephone
switch  and warehouse. The increase  as a percent of  sales was primarily due to
lower than anticipated customer  response on virtually  all catalogs along  with
higher  postage and  paper costs. Virtually  the entire mail  order industry and
retailing in general experienced softness in consumer demand. The Company's plan
for 1996 includes improvement to selling, general and administrative expenses as
a percentage of sales by eliminating mailings to lower quality customer segments
thereby improving response rates.
 
    As a result of  the above, the  Company incurred a  loss from operations  of
$1,229,000 in fiscal 1995.
 
    Interest  expense for  1995 was $943,000  compared to $582,000  in 1994. The
increase of $361,000 was primarily attributable to higher daily bank  borrowings
as a result of higher inventory throughout the year.
 
    Income  tax benefits for fiscal 1995 were  $355,000 as compared to an income
tax expense of $385,000 in 1994. The  Company's effective tax rate for 1995  and
1994  was 16.9 percent and 12.4 percent, respectively. At December 29, 1995, the
Company has net operating loss carryforwards of $3,756,000 that may be  utilized
in future years.
 
    As  a  result  of the  aforementioned,  the  net loss  for  fiscal  1995 was
$1,744,000 as compared to  net earnings of $2,722,000  for fiscal 1994. The  net
loss  per common share in 1995 was 7  cents, compared to net earnings per common
share of 11 cents in 1994.
 
    1994 COMPARED TO 1993
 
    The Company's  net  sales  in  fiscal  1994  were  $96,398,000  compared  to
$60,191,000  in 1993, an  increase of approximately 60  percent. The increase in
sales was primarily  due to  a planned 75%  increase in  total catalog  mailings
offset  somewhat  by a  decrease  in the  average  customer response  rates. The
Company continues to  increase its  annual catalog  publications, with  thirteen
editions published in 1994 as compared with ten editions in 1993.
 
    Gross profit in 1994 increased $14,257,000, or 80 percent compared to fiscal
1993,  primarily reflecting  the increased sales  volume. The gross  profit as a
percentage of sales increased to 33.2 percent from 29.5 percent in fiscal  1993.
Most  of the increase in the gross profit percentage was a result of the Company
reducing its shipping  costs of  outgoing parcels to  customers. Retail  product
margins, as a percentage of sales, were virtually unchanged from the 1993 level.
 
                                       7
<PAGE>
    Selling,  general  and  administrative  expenses  were  $28,299,000  or 29.4
percent of sales in  1994 compared to  $17,800,000 or 29.6  percent of sales  in
1993.  The increase in dollars was due  primarily to the higher catalog mailings
and increased order fulfillment costs  associated with the higher sales  volume.
The decrease as a percent of sales was due principally to increased productivity
on catalogs mailed and improved leverage of labor and other overhead expenses to
the sales volume increase.
 
    As  a result of the above, earnings  from operations in 1994 were $3,732,000
or 3.9 percent of sales  compared to a loss from  operations of $26,000 for  the
prior year.
 
    Interest  expense for  1994 was $582,000  compared to $437,000  in 1993. The
increase of  $145,000 was  attributable primarily  to the  private placement  of
$2,500,000 of subordinated debt.
 
    Income  tax expense for 1994 increased  by $385,000 over 1993. The Company's
effective tax rate for 1994 was 12.4 percent. The Company utilized net operating
loss carryforwards of  approximately $1,465,000 during  the year ended  December
31, 1994.
 
    As  a  result of  the  aforementioned items,  net  earnings for  fiscal 1994
increased to $2,722,000 from a loss of $478,000 in fiscal 1993. Net earnings per
common share increased to 11 cents in 1994 from a loss of 2 cents in 1993.
 
LIQUIDITY AND CAPITAL RESOURCES
 
    The Company meets  its operating cash  requirements through funds  generated
from  operations, borrowings under its revolving line of credit and subordinated
debt with  shareholders  and other  investors.  In February  1995,  the  Company
entered  into  a credit  facility providing  a  revolving line  of credit  up to
$15,500,000, subject to  an adequate  borrowing base, expiring  March 1997.  The
revolving  credit  facility provided  an available  base  of $5,000,000  with an
additional seasonal amount of $10,500,000 available from May 1 through  November
30  of each year. The availability of funds under the facility is subject to the
principal balance and commercial  letter of credit total  being paid down to  $2
million,  plus  80%  of  credit card  receivables  under  installment  plan, and
remaining at this level for not less than 30 consecutive days between December 1
and March 31 each year. To  facilitate a newly created customer installment  pay
plan,  the Company's credit facility  was amended in October  1995 to include in
its borrowing  base accounts  receivable financed  under the  Company's E-Z  Pay
installment  plan.  As  of  December  29, 1995,  the  Company  was  in technical
violation of certain financial covenants, which have subsequently been waived by
the bank. In February 1996,  the credit facility was  amended and capped at  the
low   season  availability  of  $5,000,000.   The  bank  also  required  certain
conditions, including  receipt by  the  Company of  $1.7 million  in  additional
equity   or  debt  subordinated  to  the  bank  and  the  extension  of  current
subordinated debt  of  the  Company.  Subsequent  to  execution  of  the  Merger
Agreement  with VISTA (see  Note L of  Notes to Financial  Statements), the bank
tentatively agreed, subject to internal bank approvals, to modify its conditions
by waiving the requirement for the  $1.7 million equity infusion and  increasing
the  credit facility to $7.0 million through  June 30, 1996, upon the deposit of
$2.0 million of  collateral by  VISTA with  the bank  prior to  April 15,  1996.
Management  believes that  the amended  credit facility  will provide sufficient
operating funds  through June  1996.  Management further  believes that  it  can
obtain alternative financing, although at a higher cost of capital, in the event
the  merger  with  VISTA  is  not consummated.  As  of  December  29,  1995, the
outstanding borrowings against the line  of credit were $965,000. The  revolving
credit facility is secured by substantially all of the assets of the Company.
 
    The Company provided $1,276,000 of cash from operations during 1995 compared
to  utilizing $125,000 of  cash during 1994.  The net increase  of $1,401,000 in
cash from operations resulted primarily from an increase in accounts payable  of
$2,664,000  and  in  the  bank overdraft  position  of  $1,619,000.  Other items
affecting working capital were an increase in accounts receivable of  $1,446,000
and  an increase in inventory of $637,000.  The increase in accounts payable was
primarily the result of negotiating special arrangements with major suppliers to
extend payment terms in order to achieve the annual credit facility pay down  as
of January 5, 1996. The increase in accounts receivable is primarily as a result
of  the newly created  E-Z Pay installment program  whereby the Company finances
customers' purchases over three months. The increase in inventory is largely due
 
                                       8
<PAGE>
to softer retail  demand than  planned and  certain volume  purchases to  obtain
favorable  pricing. The changes in working capital reduced the Company's current
ratio to .89:1.00  at December 29,  1995 compared to  1.28:1.00 at December  30,
1994.  A significant item affecting the  Company's current ratio was the current
maturity of the Company's subordinated debt of $3,414,000 due February 16, 1996.
At December  30,  1994  the  subordinated  debt  was  classified  as  long-term.
Excluding the subordinated debt, the Company has a current ratio of 1.05:1.00 at
December  29,  1995. Because  of bank  requirements with  regard to  the amended
credit facility, as discussed above, the  Company has not paid the  subordinated
debt when due. The Company has obtained extensions from the holders of such debt
(see  Note G of  Notes to Financial  Statements). The subordinated  debt will be
paid in full pursuant to the terms of the merger with VISTA (see Note L of Notes
to Financial Statements) or extended or replaced if the merger is not finalized.
Any further extension or  replacement of the subordinated  debt may result in  a
higher  cost of  capital or  require the issuance  of additional  equity to such
subordinated debt holders.
 
    The Company's utilization of cash for investment activities of $1,775,000 in
1995 was $260,000 lower than the 1994 utilization of cash. Investment activities
during fiscal  1995  consisted of  capital  expenditures including  projects  to
develop  computer software systems and enhance  warehouse operations in terms of
efficiencies and capacity. During the fourth quarter of 1994, the Company  began
a  multi-year project of replacing and  enhancing its operational and management
information system.  During  1996, the  Company  plans to  continue  the  system
development  plan with an additional $900,000  of capital spending which will be
funded from operations.
 
    During  1994,  the  Company  entered  into  a  three  year  operating  lease
commitment   for  additional  computer  hardware  with  an  equipment  value  of
approximately $600,000  to  enhance  system  capability  and  facilitate  future
growth.  During 1995,  this lease  was extended  an additional  twelve months to
match the Company's revised growth plans. In February 1995, the Company  entered
into  a lease for an additional 95,000 square feet of contiguous warehouse space
and also entered into a forty-eight  month lease for a telecommunication  system
with an equipment value of approximately $1,000,000.
 
    The  Company entered into a three year agreement for long distance telephone
service with minimum purchase commitments of $1.4 million, $1.4 million and $1.6
million, for 1995, 1996  and 1997, respectively. The  Company will realize  cash
rebates  of approximately $500,000 during the first half of 1996 relating to the
three year contract.
 
    The Company believes it will have sufficient funds available to meet current
and future commitments.
 
                                       9
<PAGE>
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
    The following financial statements and schedules relating to the Company are
included herein:
 
    Financial Statements:
 
<TABLE>
<CAPTION>
                                                                                            PAGE
                                                                                            -----
<S>                                                                                      <C>
Report of Independent Certified Public Accountants.....................................          11
Balance Sheets as of December 29, 1995 and December 30, 1994...........................          12
Statements of Operations for the fiscal years ended December 29, 1995, December 30,
 1994 and December 31, 1993............................................................          13
Statements of Changes in Stockholders' Equity for the fiscal years ended December 29,
 1995, December 30, 1994 and December 31, 1993.........................................          14
Statements of Cash Flows for the fiscal years ended December 29, 1995, December 30,
 1994 and December 31, 1993............................................................          15
Notes to Financial Statements..........................................................          16
Financial Statement Schedules:
Schedule II -- Valuation and Qualifying Accounts for the fiscal years ended December
 29, 1995, December 30, 1994 and December 31, 1993.....................................          25
</TABLE>
 
                                       10
<PAGE>
                          [GRANT THORNTON LETTERHEAD]
 
               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
 
Board of Directors and Stockholders
The Sportsman's Guide, Inc.
 
    We  have audited the  accompanying balance sheets  of The Sportsman's Guide,
Inc. (a Minnesota corporation) as of December 29, 1995 and December 30, 1994 and
the related statements of operations, changes in stockholders' equity, and  cash
flows  for each of the three fiscal years in the period ended December 29, 1995.
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 generally  accepted  auditing
standards.  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 financial position of The Sportsman's Guide, Inc.
as of December 29, 1995 and December 30, 1994, and the results of its operations
and its  cash flows  for each  of the  three fiscal  years in  the period  ended
December 29, 1995 in conformity with generally accepted accounting principles.
 
    We  have also audited Schedule II for each  of the three fiscal years in the
period ended December 29, 1995. 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
January 29, 1996 (except for Notes F, G and L,
as to which the date is March 22, 1996)
 
                                       11
<PAGE>
                          THE SPORTSMAN'S GUIDE, INC.
 
                                 BALANCE SHEETS
 
<TABLE>
<CAPTION>
                                                                                       DECEMBER 29,  DECEMBER 30,
                                                                                           1995          1994
                                                                                       ------------  ------------
                                                                                             (IN THOUSANDS)
<S>                                                                                    <C>           <C>
                                                     ASSETS
CURRENT ASSETS
  Cash and cash equivalents..........................................................   $       --    $      653
  Accounts receivable................................................................        2,231           785
  Inventory..........................................................................       14,208        13,571
  Prepaid expenses...................................................................          858           727
  Promotional material...............................................................        2,114         2,155
                                                                                       ------------  ------------
    Total current assets.............................................................       19,411        17,891
PROPERTY AND EQUIPMENT -- NET........................................................        4,298         3,288
                                                                                       ------------  ------------
    Total assets.....................................................................   $   23,709    $   21,179
                                                                                       ------------  ------------
                                                                                       ------------  ------------
                                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
  Bank overdraft position............................................................   $    1,619    $       --
  Notes payable -- bank..............................................................          965            --
  Current maturities of long-term debt
    Related parties..................................................................        2,095           150
    Other............................................................................        1,368           314
  Trade creditors' obligation........................................................           --           561
  Accounts payable...................................................................       13,554        10,890
  Accrued expenses...................................................................          794         1,044
  Customer deposits and other liabilities............................................        1,479           981
                                                                                       ------------  ------------
    Total current liabilities........................................................       21,874        13,940
LONG-TERM OBLIGATIONS
  Long-term debt
    Related parties..................................................................           --         2,095
    Other............................................................................          220         1,678
  Other long-term obligations........................................................           67           174
                                                                                       ------------  ------------
    Total long-term obligations......................................................          287         3,947
                                                                                       ------------  ------------
    Total liabilities................................................................       22,161        17,887
COMMITMENTS AND CONTINGENCIES........................................................           --            --
STOCKHOLDERS' EQUITY
  Series A Preferred Stock -- $.01 par value; 200,000 shares authorized, issued and
   outstanding.......................................................................            2             2
  Common Stock -- $.01 par value; 36,800,000 shares authorized; 23,335,833 shares
   issued and outstanding............................................................          233           233
  Additional paid-in capital.........................................................        2,138         2,138
  Accumulated earnings (deficit).....................................................         (825)          919
                                                                                       ------------  ------------
    Total stockholders' equity.......................................................        1,548         3,292
                                                                                       ------------  ------------
    Total liabilities and stockholders' equity.......................................   $   23,709    $   21,179
                                                                                       ------------  ------------
                                                                                       ------------  ------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       12
<PAGE>
                          THE SPORTSMAN'S GUIDE, INC.
 
                            STATEMENTS OF OPERATIONS
 
<TABLE>
<CAPTION>
                                                                                   FISCAL YEARS ENDED
                                                                        ----------------------------------------
                                                                        DECEMBER 29,  DECEMBER 30,  DECEMBER 31,
                                                                            1995          1994          1993
                                                                        ------------  ------------  ------------
                                                                         (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                                     <C>           <C>           <C>
Sales.................................................................   $  101,832    $   96,398    $   60,191
Cost of sales.........................................................       67,137        64,367        42,417
                                                                        ------------  ------------  ------------
  Gross profit........................................................       34,695        32,031        17,774
Selling, general and administrative expenses..........................       35,924        28,299        17,800
                                                                        ------------  ------------  ------------
  Earnings (loss) from operations.....................................       (1,229)        3,732           (26)
Interest expense......................................................         (943)         (582)         (437)
Miscellaneous income (expense)........................................           73           (43)          (15)
                                                                        ------------  ------------  ------------
  Earnings (loss) before income taxes.................................       (2,099)        3,107          (478)
Income tax benefit (expense)..........................................          355          (385)           --
                                                                        ------------  ------------  ------------
  Net earnings (loss).................................................   $   (1,744)   $    2,722    $     (478)
                                                                        ------------  ------------  ------------
                                                                        ------------  ------------  ------------
Net earnings (loss) per common share:
  Primary.............................................................   $     (.07)   $      .11    $     (.02)
                                                                        ------------  ------------  ------------
                                                                        ------------  ------------  ------------
  Fully Diluted.......................................................   $     (.07)   $      .10    $     (.02)
                                                                        ------------  ------------  ------------
                                                                        ------------  ------------  ------------
Weighted average common shares and common share equivalents
 outstanding:
  Primary.............................................................       23,336        25,882        23,333
                                                                        ------------  ------------  ------------
                                                                        ------------  ------------  ------------
  Fully Diluted.......................................................       23,336        26,997        23,333
                                                                        ------------  ------------  ------------
                                                                        ------------  ------------  ------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       13
<PAGE>
                          THE SPORTSMAN'S GUIDE, INC.
 
                 STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
 
                     FISCAL YEARS ENDED DECEMBER 29, 1995,
                    DECEMBER 30, 1994 AND DECEMBER 31, 1993
 
<TABLE>
<CAPTION>
                                                        PREFERRED STOCK             COMMON STOCK       ADDITIONAL   ACCUMULATED
                                                   --------------------------  ----------------------    PAID-IN      EARNINGS
                                                     SHARES        AMOUNT       SHARES      AMOUNT       CAPITAL     (DEFICIT)
                                                   -----------  -------------  ---------  -----------  -----------  ------------
                                                                                  (IN THOUSANDS)
<S>                                                <C>          <C>            <C>        <C>          <C>          <C>
January 1, 1993..................................         200     $       2       23,333   $     233    $   2,138    $   (1,325)
  Net loss.......................................          --            --           --          --           --          (478)
                                                                         --
                                                          ---                  ---------       -----   -----------  ------------
December 31, 1993................................         200             2       23,333         233        2,138        (1,803)
  Exercise of stock options......................          --            --            3          --           --            --
  Net earnings...................................          --            --           --          --           --         2,722
                                                                         --
                                                          ---                  ---------       -----   -----------  ------------
December 30, 1994................................         200             2       23,336         233        2,138           919
  Net loss.......................................          --            --           --          --           --        (1,744)
                                                                         --
                                                          ---                  ---------       -----   -----------  ------------
December 29, 1995................................         200     $       2       23,336   $     233    $   2,138    $     (825)
                                                                         --
                                                                         --
                                                          ---                  ---------       -----   -----------  ------------
                                                          ---                  ---------       -----   -----------  ------------
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       14
<PAGE>
                          THE SPORTSMAN'S GUIDE, INC.
 
                            STATEMENTS OF CASH FLOWS
 
<TABLE>
<CAPTION>
                                                                                   FISCAL YEARS ENDED
                                                                        ----------------------------------------
                                                                        DECEMBER 29,  DECEMBER 30,  DECEMBER 31,
                                                                            1995          1994          1993
                                                                        ------------  ------------  ------------
                                                                                     (IN THOUSANDS)
<S>                                                                     <C>           <C>           <C>
Cash flows from operating activities:
  Net earnings (loss).................................................   $   (1,744)   $    2,722    $     (478)
  Adjustments to reconcile net earnings (loss) to cash provided by
   (used in) operating activities:
    Depreciation and amortization.....................................          708           455           209
    Deferred income taxes expense (benefit)...........................         (290)          290            --
    Gain on bankruptcy settlement.....................................          (74)           --            --
    Other.............................................................           36            94           111
    Changes in assets and liabilities:
      Accounts receivable.............................................       (1,446)         (521)          (44)
      Inventory.......................................................         (637)       (3,419)       (3,320)
      Prepaid expenses................................................         (131)         (594)          (50)
      Promotional material............................................           41          (688)         (573)
      Bank overdraft position.........................................        1,619            --            --
      Accounts payable................................................        2,664         1,979         4,193
      Accrued expenses................................................         (249)          636           268
      Customer deposits and other liabilities.........................          779        (1,079)          804
                                                                        ------------  ------------  ------------
        Cash flows provided by (used in) operating activities.........        1,276          (125)        1,120
Cash flows from investing activities:
  Purchases of property and equipment.................................       (1,911)       (2,063)       (1,226)
  Proceeds from sale of property and equipment........................          136            28            19
                                                                        ------------  ------------  ------------
        Cash flows used in investing activities.......................       (1,775)       (2,035)       (1,207)
Cash flows from financing activities:
  Gross borrowings under line of credit...............................       37,095        20,170         7,900
  Gross payments on line of credit....................................      (36,130)      (20,170)       (7,900)
  Payments on trade creditors' obligation.............................         (561)         (150)         (215)
  Borrowings under long-term debt.....................................           --         2,500         1,300
  Payments on long-term debt..........................................         (558)         (258)         (277)
                                                                        ------------  ------------  ------------
        Cash flows provided by (used in) financing activities.........         (154)        2,092           808
                                                                        ------------  ------------  ------------
Increase (decrease) in cash and cash equivalents......................         (653)          (68)          721
Cash and cash equivalents at beginning of year........................          653           721            --
                                                                        ------------  ------------  ------------
Cash and cash equivalents at end of year..............................   $       --    $      653    $      721
                                                                        ------------  ------------  ------------
                                                                        ------------  ------------  ------------
Supplemental disclosure of cash flow information
    Cash paid during the periods for:
        Interest......................................................   $      938    $      613    $      320
        Income taxes..................................................   $      191    $       28    $        1
Supplemental disclosure of noncash investing and
 financing activities
    Fixed assets acquired under capital lease.........................   $       17    $       11    $       70
    Disposal of fixed assets acquired under capital lease.............   $       --    $       27    $       --
</TABLE>
 
   The accompanying notes are an integral part of these financial statements.
 
                                       15
<PAGE>
                          THE SPORTSMAN'S GUIDE, INC.
                         NOTES TO FINANCIAL STATEMENTS
 
NOTE A -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
1.  DESCRIPTION OF BUSINESS
 
    The  Sportsman's Guide, Inc. (the "Company") is a consumer catalog marketer,
offering a  variety  of  merchandise  such as  apparel,  footwear,  hunting  and
shooting   accessories,   ammunition,  knives,   optics,   general  merchandise,
collectibles, and a variety of gift  items. The Company conducts its  operations
out  of one facility in  South St. Paul, Minnesota  and distributes its catalogs
throughout the United States.
 
2.  RECLASSIFICATIONS
 
    Certain  reclassifications  have  been   made  to  prior  years'   financial
statements to conform to the current year's presentation.
 
3.  REVENUE RECOGNITION
 
    Sales  are  recorded  at  time of  shipment  and  provision  for anticipated
merchandise returns,  net  of  exchanges,  is  recorded  based  upon  historical
experience.  The provision charged against sales  during fiscal years 1995, 1994
and 1993 was $5,230,000, $4,941,000 and $3,488,000. Reserves for returns, net of
exchanges, of $177,000, $218,000 and $312,000 were recorded in accrued  expenses
at December 29, 1995, December 30, 1994 and December 31, 1993.
 
    Amounts  billed to customers for shipping  and handling of orders are netted
against the associated costs.
 
    Customers can purchase memberships in the  Buyer's Club for a $29.99  annual
fee,  and receive merchandise discounts of 10%  on regularly priced items and 5%
on sale items and special buys.  Membership fees are deferred and recognized  in
income  as  the members  place orders  and receive  discounts. After  six months
members can  no longer  cancel  their memberships,  and any  remaining  deferred
membership fees are recognized as income.
 
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. Chargebacks  from  the  credit  card  companies  are  charged  against
operations at the time initiated by the credit card company.
 
5.  BANK OVERDRAFT POSITION
 
    As  a  result  of maintaining  a  consolidated cash  management  system, the
Company maintains overdraft positions at  its primary bank. Such overdrafts  are
consistent  with the Company's cash management strategy of utilizing the "float"
on outstanding  checks written.  When outstanding  checks exceed  the bank  cash
balances, the bank overdraft position is included in current liabilities.
 
6.  ACCOUNTS RECEIVABLE
 
    Accounts  receivable consists primarily  of amounts owed  for merchandise by
customers utilizing the four payment installment plan, and amounts owed for list
rental by other companies. The Company considers all of the accounts  receivable
to  be  fully  collectible,  therefore no  allowance  for  doubtful  accounts is
provided. If amounts become uncollectible, they are charged to operations at the
time of such determination.
 
7.  INVENTORY
 
    Inventory consists of purchased finished merchandise available for sale  and
is  recorded at  the lower  of cost  or market.  The first-in,  first-out (FIFO)
method is used to determine cost for inventory.
 
                                       16
<PAGE>
                          THE SPORTSMAN'S GUIDE, INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
NOTE A -- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
8.  PROMOTIONAL MATERIAL
 
    The cost of producing and mailing catalogs is deferred and expensed over the
estimated useful  lives of  the catalogs,  which generally  do not  exceed  four
months.  The ongoing  cost of  developing and  maintaining the  customer list is
charged to operations as incurred.
 
9.  PROPERTY AND EQUIPMENT
 
    Property and equipment is 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.
 
10.  INCOME TAXES
 
    The  Company accounts for income taxes  under the liability method. Deferred
tax assets and liabilities represent the tax effects, based on current tax  law,
of future deductible or taxable items that have been recognized in the financial
statements.
 
11.  NET EARNINGS (LOSS) PER COMMON SHARE
 
    Net  earnings (loss) per  common share is computed  by dividing net earnings
(loss) by the weighted average number of shares of common stock and common stock
equivalents outstanding. The  effect of  the potential  exercise of  outstanding
options  and warrants to purchase shares of common stock is calculated using the
treasury stock method when dilutive.
 
12.  FISCAL YEAR
 
    The Company's fiscal  year ends on  the Friday nearest  December 31.  Fiscal
years 1995, 1994 and 1993 consisted of 52 weeks.
 
13.  USE OF ESTIMATES IN PREPARING FINANCIAL STATEMENTS
 
    The  preparation  of  financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the reported amounts of assets and liabilities, and the
disclosure of contingent  assets and liabilities  at the date  of the  financial
statements,  and  the  amounts of  revenues  and expenses  during  the reporting
period. Actual results could differ from those estimates.
 
NOTE B -- BANKRUPTCY
    The Company's  dismissal  from  Chapter 11  proceedings  in  November  1989,
established  a settlement obligation with  certain pre-petition trade creditors.
The trade creditors' obligation required the  Company to pay $710,000 to  settle
these claims. The Company fulfilled this obligation, with the final payment made
in 1994.
 
    As  part  of the  settlement,  the Company  also  agreed to  make additional
settlement  payments  of   up  to  $850,000,   contingent  upon  the   after-tax
profitability  of the Company during the period January 1, 1990 through December
29, 1995. Annual payments equal to 25 percent of cumulative after-tax profits in
excess of  predetermined levels,  less  all previous  payments made  under  this
agreement,  were payable  in April  1992 through  April 1996.  If total payments
under this contingent obligation were less than $850,000, the difference was  to
be recognized as a gain.
 
    The  cumulative after-tax  profit levels were  met in fiscal  years 1992 and
1994, requiring the Company to pay a total of $776,000. The cumulative after-tax
profit level  at the  end of  fiscal 1995  was not  met, therefore  the  Company
recognized the remaining $74,000 as a gain in 1995.
 
                                       17
<PAGE>
                          THE SPORTSMAN'S GUIDE, INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
NOTE C -- RELATED PARTY TRANSACTIONS
    The  Company  purchased  approximately $175,000,  $448,000  and  $546,000 of
inventory during fiscal  years 1995,  1994 and 1993  from companies  owned by  a
family member of an officer and a director of the Company.
 
    In  addition, the Company purchased approximately $4,406,000, $6,700,000 and
$896,000 of inventory during the fiscal years 1995, 1994 and 1993 from a company
partially owned by a director of the Company.
 
    The Company incurred interest  expense related to  notes payable to  related
parties  (see Note  G) of  approximately $172,000,  $171,000 and  $55,000 during
fiscal years 1995, 1994 and 1993.
 
NOTE D -- PROPERTY AND EQUIPMENT
    Property and equipment consists of the following (in thousands):
 
<TABLE>
<CAPTION>
                                                  DECEMBER 29,  DECEMBER 30,     ESTIMATED
                                                      1995          1994        USEFUL LIVES
                                                  ------------  -------------  --------------
<S>                                               <C>           <C>            <C>
Machinery, equipment and furniture..............   $    3,005     $   2,562     5 - 12 years
Equipment under capital leases..................          133           325       5 years
Leasehold improvements..........................          802           579      Lease life
Computer software...............................        1,728           570       5 years
                                                  ------------  -------------
                                                        5,668         4,036
Less accumulated depreciation and
 amortization...................................       (1,370)         (748)
                                                  ------------  -------------
                                                   $    4,298     $   3,288
                                                  ------------  -------------
                                                  ------------  -------------
</TABLE>
 
NOTE E -- COMMITMENTS AND CONTINGENCIES
    The Company  is  a  party  to a  number  of  noncancelable  operating  lease
agreements  involving  building  and equipment.  The  lease for  the  office and
warehouse facility expires October 31, 1998 with options to renew the lease term
through March 2004. In addition to the base rent, the lease requires the Company
to pay  its  pro rata  share  of real  estate  taxes, utilities,  insurance  and
maintenance,  therefore  these  costs  are  included  in  future  minimum  lease
payments.
 
    Future minimum  lease payments  at  December 29,  1995  are as  follows  (in
thousands):
 
<TABLE>
<S>                                                  <C>
1996...............................................  $   1,791
1997...............................................      1,796
1998...............................................      1,362
1999...............................................        219
2000...............................................         --
                                                     ---------
                                                     $   5,168
                                                     ---------
                                                     ---------
</TABLE>
 
    Rent  expense for fiscal years 1995,  1994 and 1993 was $1,697,000, $874,000
and $338,000, respectively.
 
    The Company  is not  a party  to any  pending legal  proceedings other  than
routine litigation which is incidental to its business and which is not material
in nature.
 
    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
 
                                       18
<PAGE>
                          THE SPORTSMAN'S GUIDE, INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
NOTE E -- COMMITMENTS AND CONTINGENCIES (CONTINUED)
have been threatened or are contemplated.  The United States Supreme Court  held
such  taxes place an  unconstitutional burden on  interstate commerce, which may
only be resolved by actions of the United States Congress.
 
NOTE F -- REVOLVING CREDIT FACILITY
    Effective February 16, 1995, the Company entered into a new credit  facility
providing a revolving line of credit up to $15.5 million, subject to an adequate
borrowing  base, expiring March 1997. The  credit facility provides an available
base amount of $5.0 million with an additional seasonal amount of $10.5  million
available  from May 1  through November 30  of each year.  The revolving line of
credit is  for working  capital and  letters of  credit. Commercial  letters  of
credit could not exceed $5.0 million at any time. Borrowings under the revolving
line of credit bear interest (at the Company's option) of either LIBOR plus 2.50
percentage  points, reserve adjusted CD rate  plus 2.60 percentage points or the
bank's prime rate. The availability of funds under the revolving line of  credit
was subject to the principal balance and commercial letter of credit total being
paid  down  to  $2.0  million  plus 80%  of  credit  card  receivables  under an
installment plan and remaining  at this level for  not less than 30  consecutive
days between December 1 through March 31 each fiscal year.
 
    The revolving line of credit facility is secured by substantially all of the
assets  of the Company. All borrowings are subject to various monthly covenants.
The most restrictive covenants require minimum  levels of tangible net worth,  a
minimum  current ratio and a maximum level  of total liabilities to tangible net
worth.
 
    As of December 29, 1995, the  Company was in violation of certain  financial
covenants,  which have  been waived  by the bank.  In February  1996, the credit
facility was amended and capped at the low season availability of $5.0  million,
pending  the finalization of a merger with  VISTA 2000, Inc. ("VISTA") (see Note
L).
 
    Under the  terms of  the  amended credit  agreement, commercial  letters  of
credit  cannot exceed $1.0  million at any time.  Borrowings under the revolving
line of credit will  bear interest at  the bank's prime  rate increased by  2.00
percent for any month a maximum level of total liabilities to tangible net worth
is exceeded.
 
    The amended credit agreement has revised covenants relating to the Company's
financial  performance. The most restrictive covenants require minimum levels of
tangible  net  worth,  a  minimum  current  ratio,  a  maximum  level  of  total
liabilities to tangible net worth, minimum monthly gross profit, minimum monthly
interest  and operating  lease coverage  ratio, prohibits  interest or principal
payments on stockholders' debt and requires a capital infusion of $1,744,000  by
March 31, 1996.
 
    Subsequent  to execution of the Agreement and Plan of Merger with VISTA (see
Note L), the  bank tentatively agreed  to modify its  conditions by waiving  the
requirement  for  the  $1,744,000  capital infusion  and  increasing  the credit
facility to $7.0  million through June  30, 1996. These  changes are subject  to
internal  bank approvals and the deposit of  $2.0 million of collateral by VISTA
with the bank prior  to April 15, 1996.  Management believes the amended  credit
facility  will provide sufficient operating funds through June, 1996. Management
further believes it can obtain alternative financing, although at a higher  cost
of capital, in the event the merger with VISTA is not consummated.
 
                                       19
<PAGE>
                          THE SPORTSMAN'S GUIDE, INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
NOTE F -- REVOLVING CREDIT FACILITY (CONTINUED)
    The following is a summary of the credit facility (in thousands):
 
<TABLE>
<CAPTION>
                                                                  1995       1994       1993
                                                                ---------  ---------  ---------
<S>                                                             <C>        <C>        <C>
Balance at end of year........................................  $     965  $      --  $      --
Interest rate at year-end.....................................        9.5%      10.0%       7.5%
Maximum month-end borrowing during the year...................  $  11,720  $   6,985  $   5,860
Average daily borrowing during the year.......................  $   6,729  $   2,445  $   3,448
Weighted average interest rate during the year................        9.2%       9.3%       7.5%
</TABLE>
 
NOTE G -- LONG-TERM DEBT
    Long-term debt is as follows (in thousands):
 
<TABLE>
<CAPTION>
                                                                   DECEMBER 29,   DECEMBER 30,
                                                                       1995           1994
                                                                   -------------  -------------
<S>                                                                <C>            <C>
Subordinated notes payable to stockholders, interest at 8%
 payable quarterly, principal due February 1996. Collateralized
 by the assets of the Company. (See Notes F and L)...............    $   3,247      $   3,247
Unsecured notes payable to stockholders, interest at 12% payable
 annually, principal due in two payments of $167 in January 1995
 and 1996. (See Notes F and L)...................................          167            333
Note payable to a governmental agency, interest at 4%, principal
 and interest payable annually through June 1998. Collateralized
 by machinery, equipment and furniture and fixtures..............          220            258
Note payable to a financial institution, interest at prime plus
 2% (effective rate of of 10.5% at December 30, 1994); paid in
 1995............................................................           --            122
Note payable to a former officer and stockholder, paid January
 1995............................................................           --             80
Obligations under capitalized leases.............................           49            197
                                                                   -------------  -------------
                                                                         3,683          4,237
Less current maturities..........................................        3,463            464
                                                                   -------------  -------------
                                                                     $     220      $   3,773
                                                                   -------------  -------------
                                                                   -------------  -------------
</TABLE>
 
    All  of the above  notes payable to stockholders  are subordinate to present
and future financial institution borrowings (see Note F).
 
    During February 1996, the  Company extended the maturity  date of the  notes
payable  to stockholders and the payment  of accrued interest pending the merger
with VISTA. The notes payable to stockholders  will be paid in full pursuant  to
the  terms of the merger agreement with VISTA (see Note L). If the merger is not
consummated, management believes  it can obtain  further extensions or  renewals
for  the notes payable to stockholders.  Any further extension or replacement of
the subordinated debt  may result in  a higher  cost of capital  or require  the
issuance of additional equity to such subordinated debt holders.
 
                                       20
<PAGE>
                          THE SPORTSMAN'S GUIDE, INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
NOTE G -- LONG-TERM DEBT (CONTINUED)
    In  1993, financing was obtained from a government agency in connection with
the Company's  new facility  lease. Annual  principal payments  of $30,000  plus
interest  are required,  with the  final payment of  $160,000 due  in June 1998.
Principal of $13,000 will be forgiven  each year if the Company attains  certain
payroll  levels.  In 1995  and 1994,  principal  of $13,000  was reduced  as the
required payroll level was satisfied. If  the Company renews its lease in  1998,
the  final payment  of $160,000  will be  restructured to  be payable  over five
additional years.
 
    Aggregate maturities of long-term debt at  December 29, 1995 are as  follows
(in thousands):
 
<TABLE>
<S>                                                  <C>
1996...............................................  $   3,463
1997...............................................         52
1998...............................................        168
                                                     ---------
                                                     $   3,683
                                                     ---------
                                                     ---------
</TABLE>
 
    Under  the discounted  cash flow  method, the  fair value  of long-term debt
approximates the carrying value at December 29, 1995.
 
NOTE H -- RECENT ACCOUNTING PRONOUNCEMENTS
 
    The Financial  Accounting  Standards Board  has  issued Statement  No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
be  Disposed  Of." It  establishes guidance  for  when to  recognize and  how to
measure  impairment  losses  of  long-lived  assets  and  certain   identifiable
intangibles  and how to value long-lived assets to be disposed of. The Statement
provides that such assets should be  reviewed for impairment whenever events  or
changes  in  circumstances  indicate  that  their  carrying  amount  may  not be
recoverable. The  Statement  is  effective  for  fiscal  years  beginning  after
December  15,  1995.  The Company  has  not  yet evaluated  the  effect  of this
Statement on its financial statements.
 
    The Financial Accounting Standards Board has also issued Statement No.  123,
"Accounting  for Stock-Based Compensation." The Statement introduces a method of
accounting to recognize compensation cost for employee stock-based  compensation
plans  based on  the fair value  of awards on  the date they  are granted ("fair
value based method"). The Statement allows  entities to continue to account  for
stock options issued to employees under APB 25 ("intrinsic value based method"),
however,  they are required to disclose the pro  forma net income as if the fair
value based method had been used. The disclosure requirements are effective  for
fiscal  years beginning  after December 15,  1995. The  disclosures must include
awards granted in fiscal  years beginning after December  15, 1994. The  Company
intends   to  utilize  the  intrinsic  value  based  method  of  accounting  for
stock-based compensation.
 
                                       21
<PAGE>
                          THE SPORTSMAN'S GUIDE, INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
NOTE I -- INCOME TAXES
 
    The provision for income tax expense (benefit) consists of the following (in
thousands):
 
<TABLE>
<CAPTION>
                                                                        1995       1994       1993
                                                                      ---------  ---------  ---------
<S>                                                                   <C>        <C>        <C>
Current
  Federal...........................................................  $     (70) $      89  $      --
  State.............................................................          5          6         --
                                                                      ---------  ---------  ---------
                                                                            (65)        95         --
 
Deferred
  Federal...........................................................       (290)       290         --
  State.............................................................  $      --  $      --  $      --
                                                                      ---------  ---------  ---------
                                                                           (290)       290         --
                                                                      ---------  ---------  ---------
                                                                      $    (355) $     385  $      --
                                                                      ---------  ---------  ---------
                                                                      ---------  ---------  ---------
</TABLE>
 
    Differences between  income tax  expense (benefit)  and amounts  derived  by
applying  the statutory federal income tax rate to earnings (loss) before income
taxes is as follows:
 
<TABLE>
<CAPTION>
                                                                 1995         1994         1993
                                                              -----------  -----------  -----------
<S>                                                           <C>          <C>          <C>
U.S. federal statutory rate.................................      (34.0)%       34.0%       (34.0)%
Change in valuation allowance...............................       20.2        (21.7)        34.0
Other.......................................................       (3.1)          .1           --
                                                                  -----        -----        -----
                                                                  (16.9)%       12.4%          --%
                                                                  -----        -----        -----
                                                                  -----        -----        -----
</TABLE>
 
    The components of the net deferred  tax asset and liability at December  29,
1995 and December 30, 1994, calculated at 34% consist of (in thousands):
 
<TABLE>
<CAPTION>
                                                                   DECEMBER 29,  DECEMBER 30,
                                                                       1995          1994
                                                                   ------------  ------------
<S>                                                                <C>           <C>
Deferred tax assets:
  Inventory capitalization.......................................   $      185    $      308
  Trade creditors' obligation....................................           --            27
  Vacation accrual...............................................          100            80
  Returns reserve................................................           60            74
  Net operating loss carryforwards...............................        1,277           167
  Other..........................................................          145           106
                                                                   ------------  ------------
                                                                         1,767           762
Valuation allowance..............................................         (424)           --
                                                                   ------------  ------------
                                                                         1,343           762
Deferred tax liabilities:
  Promotional material...........................................         (671)         (684)
  Depreciation...................................................         (306)         (196)
  Prepaid expenses...............................................         (240)         (156)
  Other..........................................................         (126)          (16)
                                                                   ------------  ------------
                                                                        (1,343)       (1,052)
                                                                   ------------  ------------
Net deferred tax liability.......................................   $       --    $     (290)
                                                                   ------------  ------------
                                                                   ------------  ------------
</TABLE>
 
    The  Company has  operating loss  carryforwards of  approximately $3,756,000
that expire in 2010.
 
                                       22
<PAGE>
                          THE SPORTSMAN'S GUIDE, INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
NOTE J -- STOCKHOLDERS' EQUITY
 
    The Company is authorized to issue  40,000,000 shares, of which 200,000  are
Series  A  Preferred  Stock,  36,800,000 are  Common  Stock,  and  3,000,000 are
undesignated shares.
 
    The Company  has a  stock  option plan  (the  "Plan") which  authorizes  the
granting  of  options to  purchase  shares of  the  Company's common  stock. The
Company has reserved 350,000 shares of common stock under the Plan. Options  may
be  granted to full-time employees of  the Company, directors and consultants or
independent contractors. The exercise price for incentive stock options must  be
at  least  100%  (110%  in  the  case  of  incentive  stock  options  granted to
stockholders holding 10%  or more  of the Company's  common stock)  of the  fair
market value of the common stock on the date of the grant. Non-qualified options
may  be granted at any  exercise price. The term  of any incentive stock options
granted under the  Plan may  not exceed  ten years (five  years in  the case  of
incentive  stock  options granted  to stockholders  holding 10%  or more  of the
Company's common stock) from  the date of the  grant. The term of  non-qualified
options may not exceed fifteen years. Options granted become exercisable ratably
over a four-year period following the grant.
 
    Option  transactions under the Plan during  fiscal years 1995, 1994 and 1993
are as follows (in thousands of shares):
 
<TABLE>
<CAPTION>
                                                                         NUMBER OF   OPTION PRICE
                                                                          SHARES      PER SHARE
                                                                        -----------  ------------
<S>                                                                     <C>          <C>
Outstanding at January 1, 1993........................................         140    $      .20
  Granted.............................................................         102           .25
  Canceled............................................................         (20)          .20
                                                                               ---
Outstanding at December 31, 1993......................................         222     .20 - .25
  Canceled............................................................         (75)    .20 - .25
  Exercised...........................................................          (2)          .25
                                                                               ---
 
Outstanding at December 30, 1994......................................         145     .20 - .25
  Canceled............................................................         (18)          .20
                                                                               ---
Outstanding at December 29, 1995......................................         127     .20 - .25
                                                                               ---
                                                                               ---
</TABLE>
 
    For 1994,  the Company  had a  Non-Qualified Stock  Option Plan  (the  "1994
Non-qualified Plan") which authorized the granting of up to 1,000,000 options to
purchase  shares of the Company's common  stock, contingent upon meeting certain
quarterly pre-tax  earnings  levels.  These  options could  be  granted  to  the
Company's  executive officers  and certain other  employees, at  the fair market
value of the common stock on the  date of grant. The options are exercisable  as
of  the  date  of  the  grant  and expire  after  three  years.  Under  the 1994
Non-qualified Plan, the Company granted options during 1994 to purchase  300,000
shares,  and in  1995 granted options  to purchase 200,000  shares. The exercise
price of these options ranges from $.37  to $.87 per share. In 1995, options  to
purchase 10,000 shares at prices ranging from $.37 to $.87 were canceled.
 
    For  1995,  the Company  had a  Non-Qualified Stock  Option Plan  (the "1995
Non-qualified Plan") which authorized the granting of up to 1,000,000 options to
purchase shares of the Company's  common stock, contingent upon meeting  certain
annual  pre-tax earnings  levels. These  pre-tax earnings  levels were  not met,
therefore no options were granted under the 1995 Non-qualified Plan.
 
    During 1992,  the  Company entered  into  an Option  Agreement  granting  an
officer  50,000 options to purchase  shares of the Company's  common stock at an
option price of $.25 per share.  These options were exercisable at December  29,
1995 and expire in August 1997.
 
                                       23
<PAGE>
                          THE SPORTSMAN'S GUIDE, INC.
                   NOTES TO FINANCIAL STATEMENTS (CONTINUED)
 
NOTE J -- STOCKHOLDERS' EQUITY (CONTINUED)
    During  1993,  the  Company entered  into  an Option  Agreement  granting an
officer 550,000 options to purchase shares  of the Company's common stock at  an
option price of $.25 per share. The options, which are nontransferable, may only
be exercised within 6 months of the occurrence of any of the following events or
they  terminate: the death or permanent disability of the officer, retirement at
age 62, termination  of employment  without cause or  a public  offering of  the
Company's  stock. None of  the 550,000 options were  exercisable at December 29,
1995.
 
    In aggregate,  options  to purchase  646,000  shares of  common  stock  were
exercisable at December 29, 1995.
 
    In  connection  with private  placements  of debt  in  1993 and  1994, stock
warrants to purchase 3,747,000 shares of the Company's common stock were  issued
to  the debtors. Of these stock warrants,  500,000 were issued at $.25 per share
and expire in  June 1998,  and 3,247,000  were issued  at $.1875  per share  and
expire  in April 1999. All 3,747,000 stock warrants were exercisable at December
29, 1995.
 
NOTE K -- ADVERTISING EXPENSE
 
    Selling, general and administrative expenses include advertising expenses of
$21,650,000, $15,138,000 and $10,589,000 for 1995, 1994 and 1993, respectively.
 
NOTE L -- SUBSEQUENT EVENTS
 
    Effective February 1, 1996, the Company  entered into an agreement to  amend
its  revolving  credit facility  (see Note  F). Subsequent  to execution  of the
Agreement and Plan of Merger with VISTA (see below), the bank tentatively agreed
to increase the credit facility to  $7.0 million through June 30, 1996,  subject
to  internal bank  approvals and  the deposit of  $2.0 million  of collateral by
VISTA with the bank prior to April 15, 1996.
 
    The Company entered into an Agreement  and Plan of Merger (the  "Agreement")
with  VISTA on March 8, 1996. Under the terms of the Agreement, the Company will
be merged with and into a subsidiary of VISTA. The consummation of the merger is
subject to various significant terms  and conditions including, but not  limited
to, the Company obtaining stockholder approval, a fairness opinion acceptable to
the  Company  and  regulatory  consents,  approvals  and/or  authorizations from
applicable governmental agencies.
 
    The terms of the Agreement provide for the Company's stockholders to receive
shares of  VISTA common  stock based  upon formulas  defined in  the  Agreement.
Stockholders owning less than 100,000 common shares will receive a cash payment,
as defined in the Agreement, in lieu of shares of VISTA common stock.
 
    The  Agreement  also  provides for  the  repayment  in full  of  all  of the
subordinated notes payable to  stockholders and related  interests (see Note  G)
immediately  upon closing.  Concurrently with  such repayment,  VISTA will issue
warrants to each subordinated debt holder  in return for extending the  maturity
date  of  the  related debt  through  the date  of  closing of  the  merger. The
aggregate number of warrants to  be issued is 300,000  pursuant to the terms  of
the Agreement.
 
    The  Agreement includes various provisions for termination. Termination fees
may be payable by either party depending on the nature of the termination. Under
certain conditions, either party may terminate the Agreement if the closing  has
not occurred by May 31, 1996 unless the delay is caused solely by the failure to
obtain regulatory consents, approvals and/or authorizations.
 
                                       24
<PAGE>
                          THE SPORTSMAN'S GUIDE, INC.
                                  SCHEDULE II
                       VALUATION AND QUALIFYING ACCOUNTS
                           (IN THOUSANDS OF DOLLARS)
 
<TABLE>
<CAPTION>
                                                                      COL. C
                                                            ---------------------------
                                                                     ADDITIONS
                                                 COL. B     ---------------------------
                                               -----------      (1)           (2)          COL. D         COL. E
                   COL. A                      BALANCE AT   CHARGED TO:   CHARGED TO:    -----------  ---------------
---------------------------------------------   BEGINNING    COSTS AND   OTHER ACCOUNTS  DEDUCTIONS     BALANCE AT
                 DESCRIPTION                    OF PERIOD    EXPENSES       DESCRIBE      DESCRIBE*    END OF PERIOD
---------------------------------------------  -----------  -----------  --------------  -----------  ---------------
<S>                                            <C>          <C>          <C>             <C>          <C>
Returns Reserve
  December 29, 1995..........................   $     218    $   5,230         --         $   5,271      $     177
  December 30, 1994..........................         312        4,941         --             5,035            218
  December 31, 1993..........................         175        3,488         --             3,351            312
</TABLE>
 
------------------------
* Represents actual returns from customers.
 
ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         FINANCIAL DISCLOSURE
 
    None.
 
                                    PART III
 
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
    Set  forth below  is certain information  with respect to  each director and
executive officer of the Company.
 
    VINCENT W. SHIEL, 63, has been a director of the Company since 1990, and has
extensive experience  in the  sporting  goods industry.  Dr. Shiel  was  elected
Chairman on April 27, 1994. He previously owned a controlling interest in Gander
Mountain,  Inc., a  Wisconsin-based catalog  retail company,  and served  on its
board of directors. Dr. Shiel is no longer a director of Gander Mountain, but he
owns 19,797 shares of its outstanding stock. Gander Mountain is a competitor  of
the  Company. Dr. Shiel  owns an interest  and serves as  a director of National
Recreational Shooting Supplies, Inc., a Mansfield, Ohio based wholesale firearms
distributor. Dr.  Shiel  is  a  principal  shareholder  of  and  has  served  as
President,  director, and consultant  to Outdoor Consulting,  Inc., a management
consulting firm, for the past eight years.
 
    GARY OLEN, 54, is a  co-founder of the Company  and served as its  Executive
Vice President and Secretary from its incorporation until December 31, 1993. Mr.
Olen was elected President and Chief Operating Officer of the Company on January
1,  1994. Mr. Olen  was elected Chief  Executive Officer on  April 27, 1994. Mr.
Olen has  been a  director of  the Company  since its  incorporation. From  1970
through  1977, Mr. Olen was employed as the Marketing Director for Fidelity File
Box, Inc. From 1967 through  1970, Mr. Olen was  a Merchandise Manager with  C&H
Distributors,  a specialty mail order catalog  business specializing in the sale
of industrial  and  office equipment.  From  1960  through 1967,  Mr.  Olen  was
employed  in the catalog division of J.C.  Penney Company. Mr. Olen was also the
sole proprietor of the predecessor of the Company.
 
    LEONARD M. PALETZ,  61, is a  co-founder of  the Company and  served as  its
Chairman,  Chief Executive Officer, Treasurer and  a director from the Company's
incorporation in 1977 until  1994. In 1994, Mr.  Paletz resigned his offices  of
Chairman,  Chief  Executive  Officer and  Treasurer.  Mr. Paletz  retired  as an
employee of the Company effective December  31, 1994. Mr. Paletz also served  as
the  Company's President from its incorporation  through December 31, 1993. From
1962 through 1977, Mr. Paletz was employed by Fidelity File Box, Inc. in various
positions including Vice President and General
 
                                       25
<PAGE>
Manager. Mr. Paletz was  also a director and  shareholder of Fidelity File  Box,
which  sells, through mail  order catalogs, corrugated  storage products, office
and industrial equipment and office and industrial supplies.
 
    MARK F. KROGER, 42, has been a director of the Company since 1990. He is the
Chairman of  the Board,  President,  Chief Executive  Officer and  Treasurer  of
National Recreational Shooting Supplies, Inc. Mr. Kroger has served as President
of National since 1986 and is a member of its board of directors. Mr. Kroger has
over 21 years experience in the sporting goods industry.
 
    WILLIAM T. SENA, 59, has been a director of the Company since 1990. He is an
investment  advisor with  Sena Weller  Rohs Williams,  Inc., a  Cincinnati, Ohio
investment advisory  firm. Mr.  Sena  has been  associated with  the  investment
advisory  firm and/or its predecessor since 1965. Mr. Sena is also a director of
Phoenix Medical Technology, Inc.
 
    GREGORY BINKLEY, 47,  has been  a director of  the Company  since 1995.  Mr.
Binkley  has been employed by  the Company since February,  1994 and was elected
Vice President  in  1994 and  Senior  Vice  President of  Operations  and  Chief
Operating  Officer  in  1995.  From  1993 to  1994,  Mr.  Binkley  served  as an
independent operations consultant. From 1990  to 1993, Mr. Binkley was  employed
by  the operations division  of Fingerhut Companies,  Inc., a mail-order catalog
business.
 
    CHARLES B. LINGEN, 51,  has been a director  of the Company since  December,
1995.  Mr. Lingen has been employed by the  Company since May, 1994 as its Chief
Financial Officer, Vice President-Finance and Treasurer. In 1995, Mr. Lingen was
elected to serve as Secretary of the Company. From 1973 to 1994, Mr. Lingen  was
employed by Fingerhut Companies, Inc., a mail-order catalog business.
 
    WILLIAM  G. LUTH, 46, has been employed  by the Company since June, 1995 and
was elected Vice President-Marketing  in December, 1995.  Mr. Luth has  numerous
years  experience in the direct marketing  industry, including being employed by
Fingerhut  Companies,  Inc.  from  1994  to  1995,  serving  as  an  independent
consultant  to a  direct marketing  catalog firm  from 1993  to 1994,  and being
employed by Lands'  End, a mail-order  catalog business, from  1992 to 1993  and
Fingerhut Companies, Inc. from 1982 to 1992.
 
    LARRY  POPPS, 45, has been employed by the Company since November, 1993 when
he was elected Vice President-Information  Systems and Technology. From 1992  to
1993,  Mr. Popps was employed as a director of management information systems by
The Company Store, a mail order and retail company. From 1977 to 1992, Mr. Popps
was employed as a director of management information systems by Shopsmith, Inc.,
a mail order and retailer of power tools.
 
    Section 16(a) of the Securities Exchange Act of 1934 requires the  Company's
directors,  executive officers, and ten percent  beneficial owners of the Common
Stock to file reports with the  Securities and Exchange Commission. The  Company
believes  that during  fiscal 1995,  all filing  requirements applicable  to its
directors, executive officers, and ten percent beneficial owners were met.
 
                                       26
<PAGE>
ITEM 11.  EXECUTIVE COMPENSATION
 
    The following  table sets  forth the  cash compensation  paid to  the  named
executive  officers for the  services rendered in all  capacities to the Company
for each of the fiscal years indicated.
 
                           SUMMARY COMPENSATION TABLE
 
<TABLE>
<CAPTION>
                                                                                   LONG-TERM
                                                           ANNUAL COMPENSATION   COMPENSATION
                                                           --------------------  -------------
                                                            SALARY      BONUS       OPTIONS
         NAME AND PRINCIPAL POSITION              YEAR        ($)        ($)          (#)
----------------------------------------------  ---------  ---------  ---------  -------------
<S>                                             <C>        <C>        <C>        <C>
Gary Olen,                                           1995    126,253     --           --
 President and Chief Executive Officer               1994    125,000     95,571       218,750
                                                     1993     96,943     --           550,000
 
Joseph Friebe,                                       1995     80,842     --           --
 Vice President of Marketing (1)                     1994     88,269     47,785        68,125
                                                     1993     76,548     --           --
 
Gregory Binkley,                                     1995     98,269     --           --
 Chief Operating Officer (2)                         1994     76,827     47,785        53,125
</TABLE>
 
------------------------
(1) Mr. Friebe was elected as an executive officer of the Company in April, 1993
    and resigned in December, 1995.
 
(2) Mr. Binkley was elected as an executive officer of the Company in 1994.
 
    The following  table  sets  forth  information with  respect  to  the  named
executive officers concerning options held at fiscal year end 1995.
 
AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION/SAR VALUES
 
<TABLE>
<CAPTION>
                                                       NUMBER OF UNEXERCISED            VALUE OF UNEXERCISED
                         SHARES                           OPTIONS/SARS AT             IN-THE-MONEY OPTIONS AT
                        ACQUIRED          VALUE              FY-END (#)                      FY-END ($)
                       ON EXERCISE      REALIZED     --------------------------  ----------------------------------
       NAME                 #              ($)       EXERCISABLE  UNEXERCISABLE    EXERCISABLE      UNEXERCISABLE
-------------------  ---------------  -------------  -----------  -------------  ---------------  -----------------
<S>                  <C>              <C>            <C>          <C>            <C>              <C>
Gary Olen                  --              --           218,750        550,000         --                --
 
Joseph Friebe              --              --            88,125        --              --                --
 
Gregory Binkley            --              --            53,125        --              --                --
</TABLE>
 
EMPLOYMENT AGREEMENTS
 
    Mr.  Olen entered  into an  Employment Agreement  with the  Company in 1994,
pursuant to which he is entitled to an annual salary of $125,000, adjusted  July
1 of each year to reflect cost of living changes. The Agreement was renewed upon
the mutual agreement between Mr. Olen and the Company pursuant to its terms. The
Agreement  may be  terminated upon  the agreement  of the  parties, resignation,
death or mental or physical disability of  the officer or notice by the  Company
to the officer of termination for cause.
 
    Also,  in  1994, in  order  to ensure  that  key management  personnel would
continue employment with  the Company  if certain  adverse circumstances  should
arise,  the Company entered into Retention  Agreements with Messrs. Olen, Friebe
and Binkley, pursuant  to which the  officers would be  paid in the  event of  a
Change  of Control of the  Company. Upon a Change of  Control, as defined in the
Retention Agreements,  Mr.  Olen  would  have received  at  least  1.5%  of  the
transaction  proceeds but no more than $2  million, depending on the size of the
transaction. Messrs.  Friebe  and Binkley  would  each have  received  at  least
$33,333 but no more than 1/3% of the transaction proceeds, depending on the size
of  the transaction. The change of control provisions of each of these Retention
Agreements expired pursuant to their terms as of December 31, 1995.
 
                                       27
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
    The Compensation Committee  of the Board  of Directors is  comprised of  Dr.
Shiel,  Mr. Paletz and Mr. Sena. Mr.  Paletz is a former chief executive officer
of the Company. During 1995, the Company purchased merchandise inventory in  the
amount of (a) $136,000 from Palco, Inc., a company owned by James Paletz, son of
Leonard Paletz, and (b) $4,406,000 from National Recreational Shooting Supplies,
Inc. of which Dr. Shiel is a shareholder and director.
 
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
    The  following table sets  forth, as of March  19, 1996, certain information
regarding the beneficial ownership  of Common Stock and  Preferred Stock of  the
Company  by  each  director and  named  executive  officer of  the  Company, all
directors and  executive officers  as a  group,  and each  person known  by  the
Company  to be the beneficial owner of more than 5% of the outstanding shares of
Common Stock or Preferred Stock of the Company.
 
<TABLE>
<CAPTION>
                                              TITLE OF
       NAME OF BENEFICIAL OWNER (1)            CLASS        NO. OF SHARES    PERCENT OF CLASS (2)
------------------------------------------  ------------  -----------------  ---------------------
<S>                                         <C>           <C>                <C>
Vincent W. Shiel                            Common            5,937,438(3)             24.5%
 6900 Golf House Drive                      Preferred           100,000(4)             50.0%
 Hobe Sound, FL 33455
 
Mark F. Kroger                              Common              996,674(5)              4.3%
 110 Baird Parkway                          Preferred            10,000                 5.0%
 Mansfield, OH 44903
 
Leonard M. Paletz                           Common            2,424,095(6)             10.2%
 4740 S. Ocean Blvd., Apt. 814
 Highland Beach, FL 33487
 
Gary Olen                                   Common            1,050,577(7)              4.5%
 411 Farwell Avenue
 So. St. Paul, MN 55075
 
William T. Sena                                  --              --                   --
 300 Main Street
 Cincinnati, OH 45202
 
Charles B. Lingen                           Common               18,750(8)             *
 411 Farwell Avenue
 So. St. Paul, MN 55075
 
Gregory Binkley                             Common              153,125(9)             *
 411 Farwell Avenue
 So. St. Paul, MN 55075
 
All directors and officers as a group       Common           10,608,159(10)            42.5%
 (9 persons)                                Preferred           110,000                55.0%
</TABLE>
 
                                       28
<PAGE>
    Holders of More  Than 5%  of Common  Stock of  the Company  (in addition  to
directors and executive officers named above):
 
<TABLE>
<CAPTION>
                                      TITLE OF
   NAME OF BENEFICIAL OWNER (1)        CLASS       NO. OF SHARES    PERCENT OF CLASS (2)
----------------------------------  ------------  ----------------  ---------------------
<S>                                 <C>           <C>               <C>
Stuart A. Shiel                     Common           1,733,333(11)             7.4%
 17010 Butteroak Drive
 Spring, TX 77379
Susan M. Mills                      Common           1,868,479(12)             8.0%
 640 Hay Avenue                     Preferred           39,200                19.6%
 Brookville, OH 45309
Ralph E. Heyman                     Common           4,577,593(13)            19.1%
 1100 Courthouse Plaza, SW
 Dayton, OH 45402
</TABLE>
 
------------------------
  *  Less than 1% of outstanding shares
 
 (1)  Unless otherwise indicated, all shares are held of record and beneficially
    owned by the person indicated.
 
 (2) Percentages are calculated on the basis of the number of shares outstanding
    on March 1, 1996, plus the  number of shares issuable pursuant to  presently
    exercisable options and stock warrants for that individual.
 
 (3)  Includes 4,970,763 shares (720,740 of which represent shares issuable upon
    the exercise of  stock warrants) held  in the  name of Vincent  W. Shiel  as
    Trustee  and Settlor  of the  Vincent W.  Shiel Revocable  Trust and 966,675
    shares (216,667  of which  represent shares  issuable upon  the exercise  of
    stock  warrants) held in the name of Helen  M. Shiel, the wife of Dr. Shiel,
    as Trustee and Settlor of the Helen M. Shiel Revocable Trust.
 
 (4) Includes 75,000 shares held in the name of Vincent W. Shiel as Trustee  and
    Settlor  of the Vincent W.  Shiel Revocable Trust and  25,000 shares held in
    the name of  Helen M. Shiel  as Trustee and  Settlor of the  Helen M.  Shiel
    Revocable Trust.
 
 (5) Includes 63,333 shares issuable upon the exercise of stock warrants.
 
 (6)  Includes 280,095 shares  issuable upon the exercise  of stock warrants and
    50,000 shares issuable upon the exercise of an option.
 
 (7) Includes 218,750 shares issuable upon the exercise of options.
 
 (8) Includes 18,750 shares issuable upon the exercise of options.
 
 (9) Includes 20,000 shares held  in the name of  Mr. Binkley's wife and  53,125
    shares issuable upon the exercise of options.
 
(10)  Includes 1,648,960 shares issuable upon the exercise of stock warrants and
    options.
 
(11) Includes 100,000 shares issuable upon the exercise of stock warrants.  Does
    not include 1,726,635 shares held in trust for the benefit of Stuart Shiel's
    children.  Mr. Shiel  expressly disclaims  beneficial ownership  of all such
    shares.
 
(12) Includes 39,200 shares issuable upon the exercise of stock warrants.
 
(13) Includes 579,260 shares issuable upon  the exercise of stock warrants as  a
    trustee of various trusts. Mr. Heyman holds 3,978,333 shares as a trustee of
    various trusts, of which he has no pecuniary interest.
 
    As  of March  8, 1996,  the Company  entered into  an Agreement  and Plan of
Merger with VISTA Acquisition  Subsidiary, Inc. and VISTA  2000, Inc. which,  if
consummated, will result in a change of
 
                                       29
<PAGE>
control  of the Company.  Pursuant to the  terms of this  Agreement, the Company
will  merge  with  and  into   VISTA  Acquisition  Subsidiary,  Inc.  Upon   the
consummation  of  this  merger,  the  outstanding  shares  of  Common  Stock and
Preferred Stock of the Company will be  exchanged for shares of common stock  of
VISTA 2000, Inc. and cash.
 
ITEM 13.  CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS
 
    On  January 11, 1990,  the Company entered into  a Consulting Agreement with
Outdoor  Consulting,  Inc.,  pursuant  to  which  Outdoor  Consulting   provides
consulting   services  to  the  Company  for   $4,000  per  month  plus  certain
out-of-pocket expenses. The initial  term of the  agreement expired on  December
31, 1990, and continues on a year-to-year basis until terminated by either party
upon  60 days prior written notice or unless sooner terminated. Vincent W. Shiel
is the controlling shareholder of Outdoor Consulting, Inc.
 
    During fiscal  1995, the  Company was  indebted to  Mr. Paletz  for  certain
working  capital loans  made during  1988 and  prior years  ("Prior Loans"). The
Company was also indebted to Mr. Paletz for a loan made as part of a June,  1993
financing transaction and a renewal thereof in February, 1994 (the "1993 Loan").
The  largest  aggregate principal  amount owed  to Mr.  Paletz during  1995 with
respect to the Prior Loans and the 1993 Loan was $260,190. In January, 1995, the
Company paid the Prior Loans in  full. The Company's aggregate interest  expense
on these loans during 1995 was $14,868.
 
    During  fiscal 1990,  Vincent W.  Shiel and  certain other  investors made a
$500,000 term loan  to the  Company in connection  with their  acquisition of  a
controlling  interest in the Company. This  loan is unsecured and bears interest
at 12% per annum with principal payable in three annual installments of $166,667
beginning in  1993. The  principal  payments were  extended  for one  year  upon
agreement  between  the  lenders and  the  Company. The  January  1994 principal
payment was made in the form of  new promissory notes in the amount of  $166,667
as  described  below. The  notes pay  interest quarterly  with a  full principal
payment due in February 1996. These notes have been extended until such time  as
the  merger  between  the  Company and  VISTA  Acquisition  Subsidiary,  Inc. is
consummated. The Company's aggregate interest  expense on this loan during  1995
was $20,931.
 
    In  February,  1994, the  Company  issued $3,246,762  of  debt in  a private
placement transaction.  The  debt is  represented  by promissory  notes  bearing
interest at the rate of 8% per annum payable quarterly. Pursuant to the terms of
the  notes, the  entire principal  amount was  payable in  February, 1996. These
notes have been extended until such time  as the merger between the Company  and
VISTA  Acquisition  Subsidiary, Inc.  is consummated.  Of the  entire financing,
$2,500,000 represented additional funds provided to the Company to meet  certain
working  capital  needs,  $500,000  represented a  rollover  of  the  payment of
short-term promissory  notes  issued  in  June,  1993,  $166,667  represented  a
rollover  of  the principal  payments due  in  January, 1994  on the  1990 Loans
discussed above, and $80,095 represents a rollover of a principal payment on Mr.
Paletz's Prior Loans. Warrants to purchase  3,246,762 shares of common stock  of
the Company were attached to the promissory notes issued in 1994. The promissory
notes  are secured by the assets of the Company subordinate to financing held by
a financial institution. The  Company's aggregate interest  expense on the  1994
financing during 1995 was $246,006.
 
    During  fiscal 1995, the  Company purchased from  the companies listed below
merchandise which the  Company sold  in its  catalog. The  Company believes  the
terms  of such purchases were  as favorable as could  have been obtained from an
unrelated party.
 
    - Approximately $136,000 of  merchandise was  purchased from  Palco, Inc.  a
      company owned by James Paletz, a son of Leonard M. Paletz.
 
    - Approximately  $4,406,000  of  merchandise  was  purchased  from  National
      Recreational Shooting Supplies, Inc. Vincent W. Shiel is a shareholder and
      director, and Mark F. Kroger is  a shareholder, director and President  of
      this company.
 
                                       30
<PAGE>
                                    PART IV
 
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
 
(A)  1.  FINANCIAL STATEMENTS:
 
    The following financial statements of the Company are incorporated herein by
reference as part of this report at Item 8.
 
       Report of Independent Certified Public Accountants
 
       Balance Sheets as of December 29, 1995 and December 30, 1994
 
       Statements  of Operations for  the fiscal years  ended December 29, 1995,
       December 30, 1994 and December 31, 1993
 
       Statements of Changes in Stockholders' Equity for the fiscal years  ended
       December 29, 1995, December 30, 1994 and December 31, 1993
 
       Statements  of Cash Flows  for the fiscal years  ended December 29, 1995,
       December 30, 1994 and December 31, 1993
 
       Notes to Financial Statements
 
    2.  FINANCIAL STATEMENT SCHEDULES:
 
    The following financial  statement schedule of  the Company is  incorporated
herein by reference as part of this report at Item 8.
 
       Schedule  II --  Valuation and Qualifying  Accounts for  the fiscal years
       ended December 29, 1995, December 30, 1994 and December 31, 1993
 
    3.  EXHIBITS:  See Exhibit Index at page 33 of this report.
 
(B)  REPORTS ON FORM 8-K:  None.
 
                                       31
<PAGE>
                                   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.              Date: March 25, 1996
 
By             /s/ GARY OLEN             By          /s/ CHARLES LINGEN
    -----------------------------------      -----------------------------------
                 Gary Olen                             Charles Lingen
       President and Chief Executive         Chief Financial Officer, Treasurer
                  Officer                       and Vice President of Finance
 
    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
Sportsman's Guide, Inc., The Registrant, and in the capacities and on the  dates
indicated.
 
By             /s/ GARY OLEN             By         /s/ VINCENT W. SHIEL
    -----------------------------------      -----------------------------------
                Gary Olen,                            Vincent W. Shiel,
    President, Chief Executive Officer              Chairman and Director
               and Director
 
By           /s/ GREG BINKLEY            By          /s/ CHARLES LINGEN
    -----------------------------------      -----------------------------------
               Greg Binkley,                           Charles Lingen,
      Chief Operating Officer, Senior        Chief Financial Officer, Treasurer,
                   Vice                         Vice President of Finance and
        President of Operations and                       Director
                 Director
 
By            /s/ MARK KROGER            By          /s/ WILLIAM T. SENA
    -----------------------------------      -----------------------------------
               Mark Kroger,                           William T. Sena,
                 Director                                 Director
 
By         /s/ LEONARD M. PALETZ
    -----------------------------------
            Leonard M. Paletz,
                 Director
 
                                         Date: March 25, 1996
 
    The  undersigned, by  signing his  name hereto,  does sign  and execute this
report on behalf of each of the above-named directors of The Sportsman's  Guide,
Inc.  pursuant to a power  of attorney executed by  each such director and filed
with the Securities Exchange Commission as an exhibit to this report.
 
                                                      /s/ GARY OLEN
                                         ---------------------------------------
                                                        Gary Olen
                                                    Attorney-in-Fact
 
                                       32
<PAGE>
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
  EXHIBIT
-----------
<C>          <S>
       2.1   Agreement and Plan of Merger between the Company, VISTA Acquisition Subsidiary, Inc. and VISTA 2000,
              Inc., dated March 8, 1996 (incorporated by reference from Exhibit 2 to Form 8-K dated March 22, 1996)
       3.1   Restated Articles of Incorporation (incorporated by reference from Exhibit 3.1 to Registration Statement
              No. 33-4496C on Form S-18 (the "Registration Statement") filed April 1, 1986)
       3.2   Certificate of Amendment to Articles of Incorporation dated April 30, 1987 (incorporated by reference
              from Exhibit 3.2 to Form 10-K for the year ended December 31, 1987)
       3.3   Certificate of Amendment to Articles of Incorporation dated January 10, 1990 (incorporated by reference
              from Exhibit 28.1 to Form 8-K dated January 16, 1990)
       3.4   Certificate of Amendment to Articles of Incorporation dated April 29, 1994 (incorporated by reference
              from Exhibit 3.4 to Form 10-K for the year ended December 30, 1994)
       3.5   Bylaws (incorporated by reference from Exhibit 3.2 to the Registration Statement)
       4.1   Specimen of the Company's Common Stock certificate (incorporated by reference from Exhibit 4.1 to
              Amendment No. 1 to the Registration Statement filed May 8, 1986)
       4.2   Form of Promissory Note dated February 21, 1994 issued by the Company (incorporated by reference from
              Exhibit 4.2 to Form 10-K for the year ended December 30, 1994)
      10.1   Letter of agreement between Vincent W. Shiel and the Company dated September 8, 1989 (incorporated by
              reference from Exhibit 19.1 to Form 10-Q for the quarter ended September 29, 1989)
      10.2   Consulting Agreement dated January 11, 1990 between the Company and Outdoor Consulting, Inc.
              (incorporated by reference from Exhibit 10.16 to Form 10-K for the year ended December 29, 1989)
      10.3*  The Company's Incentive Stock Option Plan (incorporated by reference from Exhibit 10.16 to Form 10-K for
              the year ended December 27, 1991)
      10.4*  Option Agreement between the Company and Leonard M. Paletz dated July 1, 1992 (incorporated by reference
              from Exhibit 10.17 to Form 10-K for the year ended January 1, 1993)
      10.5*  First Amendment to Option Agreement between the Company and Leonard M. Paletz dated June 1, 1993
              (incorporated by reference from Exhibit 10.5 to Form 10-K for the year ended December 30, 1994)
      10.6*  Second Amendment to Option Agreement between the Company and Leonard M. Paletz dated January 27, 1995
              (incorporated by reference from Exhibit 10.6 to Form 10-K for the year ended December 30, 1994)
      10.7*  Employment Agreement between the Company and Gary Olen dated October 5, 1994 (incorporated by reference
              from Exhibit 10.7 to Form 10-K for the year ended December 30, 1994)
      10.8*  Agreement between the Company and Gary Olen dated July 1, 1992, granting the use of Mr. Olen's name,
              picture and likeness (incorporated by reference from Exhibit 10.19 to Form 10-K for the year ended
              January 1, 1993)
      10.9*  Option Agreement between the Company and Gary Olen dated July 1, 1993 (incorporated by reference from
              Exhibit 10.18 to Form 10-K for the year ended December 31, 1993)
</TABLE>
 
                                       33
<PAGE>
<TABLE>
<C>          <S>
      10.10  Industrial Real Estate Lease between the Company and CB Commercial Real Estate Group, Inc. dated April
              22, 1993 (incorporated by reference from Exhibit 10.20 to Form 10-K for the year ended December 31,
              1993)
      10.11  Second Amended and Restated Business Loan Agreement between the Company and Bank One, Dayton, N.A. dated
              June 20, 1995
      10.12  Amendment to Second Amended and Restated Business Loan Agreement between the Company and Bank One,
              Dayton, N.A. dated October 16, 1995
      10.13  Second Amendment to Second Amended and Restated Business Loan Agreement between the Company and Bank One,
              Dayton, N.A. dated November 10, 1995
      10.14  Third Amendment to Second Amended and Restated Business Loan Agreement between the Company and Bank One,
              Dayton, N.A. dated February 1, 1996
      25.1   Powers of Attorney of each person who signed this report on Form 10-K on behalf of another pursuant to a
              power of attorney
      27     Financial Data Schedule
</TABLE>
 
    Those  exhibits marked  with an  asterisk (*)  above constitute compensation
agreements for management and executive officers of the Company.
 
                                       34