Academy Sports & Outdoors, Inc. 10-Q

ITEM 1. FINANCIAL STATEMENTS ACADEMY SPORTS AND OUTDOORS, INC. CONSOLIDATED BALANCE SHEETS (Unaudited) (Dollar amounts in thousands) October 31, 2020 February 1, 2020 November 2, 2019 ASSETS CURRENT ASSETS: Cash and cash equivalents $ 869,725 $ 149,385 $ 43,538 Accounts receivable - less allowance for doubtful accounts of $ 1,286 , $ 3,275 and $ 3,642 , respectively 11,908 13,999 9,798 Merchandise inventories, net 1,082,907 1,099,749 1,331,969 Prepaid expenses and other current assets 25,789 24,548 26,140 Assets held for sale 1,763 1,763 1,763 Total current assets 1,992,092 1,289,444 1,413,208 PROPERTY AND EQUIPMENT, NET 382,620 441,407 454,406 RIGHT-OF-USE ASSETS 1,163,361 1,145,705 1,165,826 TRADE NAME 577,000 577,000 577,000 GOODWILL 861,920 861,920 861,920 OTHER NONCURRENT ASSETS 4,923 15,845 16,349 Total assets $ 4,981,916 $ 4,331,321 $ 4,488,709 LIABILITIES AND STOCKHOLDERS'/PARTNERS' EQUITY CURRENT LIABILITIES: Accounts payable $ 868,879 $ 428,823 $ 529,926 Accrued expenses and other current liabilities 274,612 211,381 219,992 Current lease liabilities 79,361 76,329 73,252 Current maturities of long-term debt 18,250 34,116 18,250 Total current liabilities 1,241,102 750,649 841,420 LONG-TERM DEBT, net 1,408,885 1,428,542 1,492,609 LONG-TERM LEASE LIABILITIES 1,171,420 1,141,896 1,163,250 DEFERRED TAX LIABILITIES, NET 132,701 — — OTHER LONG-TERM LIABILITIES 43,244 19,197 19,529 Total liabilities 3,997,352 3,340,284 3,516,808 COMMITMENTS AND CONTINGENCIES (NOTE 14) REDEEMABLE MEMBERSHIP UNITS — 2,818 2,818 STOCKHOLDERS'/PARTNERS' EQUITY (1) : Preferred stock, $ 0.01 par value, authorized 50,000,000 shares; none issued and outstanding — — — Partners' equity, membership units authorized, issued and outstanding were 72,468,164 as of February 1, 2020 and November 2, 2019 — 996,285 976,538 Common stock, $ 0.01 par value, authorized 300,000,000 shares; 88,103,975 issued and outstanding as of October 31, 2020 881 — — Additional paid-in capital 93,064 — — Retained earnings 895,646 — — Accumulated other comprehensive loss ( 5,027 ) ( 8,066 ) ( 7,455 ) Stockholders'/partners' equity 984,564 988,219 969,083 Total liabilities and stockholders'/partners' equity $ 4,981,916 $ 4,331,321 $ 4,488,709 (1) See Retrospective Presentation of Ownership Exchange in Note 2. See Condensed Notes to Consolidated Financial Statements 3 ACADEMY SPORTS AND OUTDOORS, INC. CONSOLIDATED STATEMENTS OF INCOME (Unaudited) (Amounts in thousands, except per share data) Thirteen Weeks Ended Thirty-Nine Weeks Ended October 31, 2020 November 2, 2019 October 31, 2020 November 2, 2019 NET SALES $ 1,349,076 $ 1,145,203 $ 4,091,797 $ 3,459,405 COST OF GOODS SOLD 908,565 782,781 2,856,840 2,398,783 GROSS MARGIN 440,511 362,422 1,234,957 1,060,622 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 358,955 309,246 955,591 923,418 OPERATING INCOME 81,556 53,176 279,366 137,204 INTEREST EXPENSE, NET 22,399 24,585 70,487 77,171 GAIN ON EARLY RETIREMENT OF DEBT, NET — — ( 7,831 ) ( 42,265 ) OTHER (INCOME) EXPENSE, NET 764 ( 467 ) ( 857 ) ( 1,921 ) INCOME BEFORE INCOME TAXES 58,393 29,058 217,567 104,219 INCOME TAX (BENEFIT) EXPENSE ( 1,193 ) 506 325 1,914 NET INCOME $ 59,586 $ 28,552 $ 217,242 $ 102,305 EARNINGS PER COMMON SHARE: BASIC (1) $ 0.78 $ 0.39 $ 2.94 $ 1.41 DILUTED (1) $ 0.74 $ 0.38 $ 2.82 $ 1.37 WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: BASIC (1) 76,771 72,484 73,908 72,480 DILUTED (1) 80,714 75,201 77,171 74,766 (1) See Retrospective Presentation of Ownership Exchange in Note 2. See Condensed Notes to Consolidated Financial Statements 4 ACADEMY SPORTS AND OUTDOORS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) (Amounts in thousands) Thirteen Weeks Ended Thirty-Nine Weeks Ended October 31, 2020 November 2, 2019 October 31, 2020 November 2, 2019 COMPREHENSIVE INCOME: Net income $ 59,586 $ 28,552 $ 217,242 $ 102,305 Unrealized loss on interest rate swaps ( 331 ) ( 1,317 ) ( 5,371 ) ( 14,459 ) Recognized interest (income) expense on interest rate swaps 2,811 146 7,578 ( 1,444 ) Loss on swaps from debt refinancing 1,330 — 1,330 — Tax expense ( 498 ) — ( 498 ) — Total comprehensive income $ 62,898 $ 27,381 $ 220,281 $ 86,402 See Condensed Notes to Consolidated Financial Statements 5 ACADEMY SPORTS AND OUTDOORS, INC. CONSOLIDATED STATEMENTS OF PARTNERS' / STOCKHOLDERS' EQUITY (Unaudited) (Amounts in thousands) Redeemable Membership Units Partners' Equity / Stockholders' Equity Total Membership Units / Common Stock Additional Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Partners' / Stockholders' Equity Partners' Equity Common Stock Units (1) Amount Units (1) Amount Shares (1) Amount Amount Amount Amount Amount Units / Shares (1) Balances as of February 1, 2020 162 $ 2,818 72,306 $ 996,285 — $ — $ — $ — $ ( 8,066 ) $ 988,219 72,468 Net loss — — — ( 10,020 ) — — — — — ( 10,020 ) — Equity compensation — — — 2,109 — — — — — 2,109 — Adjustment to Redeemable Membership Units for settlement of vested Restricted Units 12 200 — ( 200 ) — — — — — ( 200 ) 12 Adjustment to Redeemable Membership Units for repurchase of units from Managers ( 2 ) ( 41 ) 2 41 — — — — — 41 — Repurchase of Redeemable Membership Units — — ( 2 ) ( 37 ) — — — — — ( 37 ) ( 2 ) Unrealized loss on interest rate swaps — — — — — — — — ( 4,434 ) ( 4,434 ) — Recognized interest expense on interest rate swaps — — — — — — — — 1,893 1,893 — Balances as of May 2, 2020 172 $ 2,977 72,306 $ 988,178 — $ — $ — $ — $ ( 10,607 ) $ 977,571 72,478 Net income — — — 167,676 — — — — — 167,676 — Equity compensation — — — 1,581 — — — — — 1,581 — Unrealized loss on interest rate swaps — — — — — — — — ( 606 ) ( 606 ) — Recognized interest expense on interest rate swaps — — — — — — — — 2,874 2,874 — Balances as of August 1, 2020 172 $ 2,977 72,306 $ 1,157,435 — $ — $ — $ — $ ( 8,339 ) $ 1,149,096 72,478 Net income — — — — — — — 59,586 — 59,586 — Distributions to holders of Membership Units — — — ( 257,000 ) — — — — — ( 257,000 ) — Effect of the Reorganization Transactions ( 172 ) ( 2,977 ) ( 72,306 ) ( 900,435 ) 72,478 725 66,627 836,060 — 2,977 — Equity compensation — — — — — — 23,359 — — 23,359 — Issuance of common stock in IPO, net of Offering Costs — — — — 15,625 156 184,726 — — 184,882 15,625 Cumulative tax effect resulting from Reorganization Transactions — — — — — — ( 148,829 ) — — ( 148,829 ) — Share-Based Award Payments — — — — — — ( 32,819 ) — — ( 32,819 ) — Stock option exercises — — — — 1 — — — — — 1 Unrealized loss on interest rate swaps (net of tax impact of $ 53 ) — — — — — — — — ( 278 ) ( 278 ) — Recognized interest expense on interest rate swaps (net of tax impact of $ 221 ) — — — — — — — — 2,590 2,590 — Loss on swaps from debt refinancing (net of tax impact of $ 330 ) — — — — — — — — 1,000 1,000 — Balances as of October 31, 2020 — $ — — $ — 88,104 $ 881 $ 93,064 $ 895,646 $ ( 5,027 ) $ 984,564 88,104 (1) See Retrospective Presentation of Ownership Exchange in Note 2. See Condensed Notes to Consolidated Financial Statements 6 ACADEMY SPORTS AND OUTDOORS, INC. CONSOLIDATED STATEMENTS OF PARTNERS' EQUITY (Unaudited) (Amounts in thousands) Redeemable Membership Units Partners' Equity Total Membership Units Accumulated Other Comprehensive Income (Loss) Total Partners' Equity Partners' Equity Units (1) Amount Units (1) Amount Amount Amount Units (1) Balances as of February 2, 2019 1,362 $ 17,885 71,111 $ 848,591 $ 8,448 $ 857,039 72,473 Net income — — — 25,406 — 25,406 — Equity compensation — — — 2,022 — 2,022 — Cumulative-effect adjustment related to the adoption of the New Lease Standard — — — 5,075 — 5,075 — Unrealized loss on interest rate swaps — — — — ( 3,510 ) ( 3,510 ) — Recognized interest income on interest rate swaps — — — — ( 882 ) ( 882 ) — Balances as of May 4, 2019 1,362 $ 17,885 71,111 $ 881,094 $ 4,056 $ 885,150 72,473 Net income — — — 48,347 — 48,347 — Equity compensation — — — 2,445 — 2,445 — Adjustment to Redeemable Membership Units for settlement of vested Restricted Units 18 300 — ( 300 ) — ( 300 ) 18 Unrealized loss on interest rate swaps — — — — ( 9,632 ) ( 9,632 ) — Recognized interest income on interest rate swaps — — — — ( 708 ) ( 708 ) — Balances as of August 3, 2019 1,380 $ 18,185 71,111 $ 931,586 $ ( 6,284 ) $ 925,302 72,491 Net income — — — 28,552 — 28,552 — Equity compensation — — — 1,405 — 1,405 — Equity contributions from Managers 6 — — 100 — 100 6 Adjustment to Redeemable Membership Units for settlement of vested Restricted Units — 101 — ( 100 ) — ( 100 ) — Adjustment to Redeemable Membership Units for repurchase of units from Managers ( 29 ) ( 538 ) 29 538 — 538 — Repurchase of Redeemable Membership Units — — ( 29 ) ( 473 ) — ( 473 ) ( 29 ) Reclassification of membership units with lapsed put rights (Note 2) ( 1,195 ) ( 14,930 ) 1,195 14,930 — 14,930 — Unrealized loss on interest rate swaps — — — — ( 1,317 ) ( 1,317 ) — Recognized interest expense on interest rate swaps — — — — 146 146 — Balances as of November 2, 2019 162 $ 2,818 72,306 $ 976,538 $ ( 7,455 ) $ 969,083 72,468 (1) See Retrospective Presentation of Ownership Exchange in Note 2. See Condensed Notes to Consolidated Financial Statements 7 ACADEMY SPORTS AND OUTDOORS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) (Amounts in thousands) Thirty-Nine Weeks Ended October 31, 2020 November 2, 2019 CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 217,242 $ 102,305 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 79,718 88,693 Non-cash lease expense 14,870 2,471 Equity compensation 27,049 5,872 Amortization of deferred loan and other costs 2,734 2,796 Loss on swaps from debt refinancing 1,330 — Deferred income taxes ( 11,739 ) ( 246 ) Non-cash gain on early retirement of debt, net ( 7,831 ) ( 42,265 ) Gain on disposal of property and equipment — ( 23 ) Casualty loss 114 499 Changes in assets and liabilities: Accounts receivable, net 2,121 8,328 Merchandise inventories, net 16,727 ( 197,812 ) Prepaid expenses and other current assets ( 1,151 ) ( 5,134 ) Other noncurrent assets 245 433 Accounts payable 439,682 99,557 Accrued expenses and other current liabilities 44,733 30,240 Income taxes payable 9,590 — Other long-term liabilities 21,784 ( 958 ) Net cash provided by operating activities 857,218 94,756 CASH FLOWS FROM INVESTING ACTIVITIES: Capital expenditures ( 21,915 ) ( 48,614 ) Proceeds from the sale of property and equipment — 23 Notes receivable from member 8,125 ( 3,988 ) Net cash used in investing activities ( 13,790 ) ( 52,579 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from revolving credit facility 500,000 401,100 Repayment of revolving credit facility ( 500,000 ) ( 356,800 ) Repayment of term loan facility ( 29,653 ) ( 118,257 ) Debt issuance fees ( 556 ) — Share-Based Award Payments ( 20,724 ) — Distribution ( 257,000 ) — Equity contributions from Managers — 100 Proceeds from issuance of common stock, net of Offering Costs 184,882 — Repurchase of Redeemable Membership Units ( 37 ) ( 473 ) Net cash used in financing activities ( 123,088 ) ( 74,330 ) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 720,340 ( 32,153 ) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 149,385 75,691 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 869,725 $ 43,538 See Condensed Notes to Consolidated Financial Statements 8 ACADEMY SPORTS AND OUTDOORS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (continued) (Unaudited) (Amounts in thousands) Thirty-Nine Weeks Ended October 31, 2020 November 2, 2019 SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Cash paid for interest $ 68,759 $ 74,818 Cash paid for income taxes $ 2,461 $ 2,588 NON-CASH INVESTING AND FINANCING ACTIVITIES: Non-cash issuance of common stock $ 132 $ — Change in capital expenditures in accounts payable and accrued liabilities $ 985 $ 1,668 Right-of-use assets obtained in exchange for new operating leases $ 84,595 $ 55,562 See Condensed Notes to Consolidated Financial Statements 9 ACADEMY SPORTS AND OUTDOORS, INC. CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) 1. Nature of Operations The Company All references to "we", "us," "our" or the "Company" in the financial statements refer to, (1) prior to October 1, 2020, New Academy Holding Company, LLC, a Delaware limited liability company ("NAHC") and the prior parent holding company for our operations, and its consolidated subsidiaries; and (2) on and after October 1, 2020, Academy Sports and Outdoors, Inc., a Delaware corporation ("ASO, Inc.") and the current parent holding company of our operations, and its consolidated subsidiaries. We conduct our operations primarily through our parent holding company's indirect subsidiary, Academy, Ltd., a Texas limited partnership doing business as "Academy Sports + Outdoors", or Academy, Ltd. Our fiscal year represents the 52 or 53 weeks ending on the Saturday closest to January 31. On August 3, 2011, an investment entity owned by investment funds and other entities affiliated with Kohlberg Kravis Roberts & Co. L.P. (collectively, "KKR"), acquired a majority interest in the Company. Upon completion of our initial public offering (the "IPO") detailed below, affiliates of KKR held a 69.9 % ownership interest in the Company (see IPO Over-Allotment Exercise in Note 15). The Company is one of the leading full-line sporting goods and outdoor recreational products retailers in the United States in terms of net sales. As of October 31, 2020, we operated 259 "Academy Sports + Outdoors" retail locations in 16 states and three distribution centers located in Katy, Texas, Twiggs County, Georgia and Cookeville, Tennessee. Our distribution centers receive, store and ship merchandise to our stores and customers. We also sell merchandise to customers across most of the United States via our academy.com website. Initial Public Offering and Reorganization Transactions On October 6, 2020, ASO, Inc. completed an IPO in which we issued and sold 15,625,000 shares of common stock, $ 0.01 par value for cash consideration of $ 12.22 per share (representing an initial public offering price of $ 13.00 per share, net of underwriting discounts) to a syndicate of underwriters led by Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC, as representatives, resulting in net proceeds of approximately $ 184.9 million after deducting underwriting discounts, which included approximately $ 2.7 million paid to KKR Capital Markets LLC ("KCM"), an affiliate of KKR, for underwriting services in connection with the IPO, and $ 6.1 million in costs directly associated with the IPO ("Offering Costs"), such as legal and accounting fees. The shares sold in the offering were registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to our registration statement on Form S-1 (File No. 333-248683) (the "Registration Statement"), which was declared effective by the Securities and Exchange Commission (the "SEC") on October 1, 2020. In connection with our IPO, we completed a series of reorganization transactions (the "Reorganization Transactions") that resulted in: • NAHC, the previous parent holding company for the Company, being contributed to ASO, Inc. by its members and becoming a wholly-owned subsidiary of ASO, Inc., which thereupon became our parent holding company; and • one share of common stock of ASO, Inc. issued to then-existing members of NAHC for every 3.15 membership units of NAHC contributed to ASO, Inc. 2. Summary of Significant Accounting Policies The accompanying unaudited financial statements of the Company have been prepared as though they were required to be in accordance with Rule 10-01 of Regulation S-X for interim financial statements, however, they do not include all information and footnotes required by United States generally accepted accounting principles ("GAAP") for complete financial statements. Certain information and footnote disclosures normally included in our annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted; however, we believe that the disclosures included herein are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto for the fiscal year ended February 1, 2020 included in our final prospectus dated October 1, 2020 (the "Prospectus"), as filed with the 10 SEC on October 2, 2020 pursuant to Rule 424(b)(4) under the Securities Act. The information furnished herein reflects all normal recurring adjustments which are, in the opinion of management, necessary for a fair presentation of the results for the interim periods presented. The results of operations for the thirteen and thirty-nine weeks ended October 31, 2020 are not necessarily indicative of the results that will be realized for the fiscal year ending January 30, 2021 or any other period. The balance sheet as of February 1, 2020 has been derived from our audited financial statements as of that date. For further information, refer to our audited financial statements and notes thereto included for the year ended February 1, 2020. Basis of Presentation and Principles of Consolidation These unaudited condensed consolidated financial statements include the accounts of ASO, Inc. and, its subsidiaries, ASO Co-Invest Blocker Sub, L.P., ASO Blocker Sub, L.P., NAHC, Academy Managing Co., LLC, Associated Investors, LLC, Academy, Ltd., the Company's operating company, and Academy International Limited. ASO Co-Invest Blocker Sub, L.P., ASO Blocker Sub, L.P., NAHC, Academy Managing Co., LLC, and Associated Investors, LLC are intermediate holding companies. All intercompany balances and transactions have been eliminated in consolidation. Use of Estimates in the Preparation of Financial Statements The preparation of financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Our management bases its estimates on historical experience and other assumptions it believes to be reasonable under the circumstances. Actual results could differ significantly from those estimates. Our most significant estimates and assumptions that materially affect the financial statements involve difficult, subjective or complex judgments by management including the valuation of merchandise inventories, and performing goodwill, intangible and long-lived asset impairment analyses. Given the global economic climate and additional unforeseen effects from the COVID-19 pandemic, these estimates are becoming more challenging, and actual results could differ materially from our estimates. Reclassifications Certain reclassifications have been made in the prior period consolidated financial statements to conform to the current period presentation. Within the merchandise division sales table presented in Note 3, certain products and categories were recategorized amongst various categories and divisions, respectively, to better align with our current merchandising strategy and view of the business. As a result, we have reclassified sales between divisions in the thirteen and thirty-nine weeks ended November 2, 2019 for comparability purposes. This reclassification is in divisional presentation only and did not impact the overall net sales balances previously disclosed. Retrospective Presentation of Ownership Exchange Prior to the IPO, ASO, Inc. was a wholly-owned subsidiary of NAHC. On the IPO pricing date (October 1, 2020), the then-existing members of NAHC contributed all of their membership units of NAHC to ASO, Inc. and, in exchange, received one share of common stock of ASO, Inc. for every 3.15 membership units of NAHC contributed to ASO, Inc. (such 3.15 :1 contribution and exchange ratio, the "Contribution Ratio"). As a result of such contributions and exchanges, upon the IPO, NAHC became a wholly-owned subsidiary of ASO, Inc., which became our parent holding company. The par value and authorized shares of the common stock of ASO, Inc. of $ 0.01 and 300,000,000 , respectively, remain unchanged as a result of such contributions and exchanges. All membership units and redeemable membership units in the financial statements and notes have been retrospectively adjusted to give effect to the Contribution Ratio, as if such contributions and exchanges occurred as of all pre-IPO periods presented, including the periods presented on the Balance Sheets, Statements of Income, Statements of Partners’ / Stockholders’ Equity, Note 10. Equity and Share-Based Compensation and Note 11. Earnings per Share. Redeemable Membership Units Prior to October 1, 2020, Allstar Managers LLC, a Delaware limited liability company ("Managers"), owned membership units in NAHC (each, a "NAHC Membership Unit"). Managers is 100% owned by certain current and former executives and directors of the Company and was formed to facilitate the purchase of indirect contingently redeemable ownership interests in NAHC. Prior to October 1, 2020, certain executives and directors could acquire contingently redeemable membership units in Managers (the "Redeemable Membership Units"), either by (1) purchasing the Redeemable Membership Units with cash consideration, which was subsequently contributed to NAHC by Managers in exchange for a number of NAHC Membership Units equal to the number of Redeemable Membership Units purchased, or (2) by receiving 11 the Redeemable Membership Units in settlement of vested restricted units awarded to the executive or director under the Company's 2011 Unit Incentive Plan (see Note 10). Each outstanding Redeemable Membership Unit in Managers corresponded to an outstanding NAHC Membership Unit, on a unit-for-unit basis. On October 1, 2020, Managers received one share of ASO, Inc. common stock in exchange for every 3.15 membership units in NAHC that Managers contributed to ASO, Inc., and the Redeemable Membership Units in Managers that were held by its owners were reduced proportionately by the Contribution Ratio, so that the outstanding number of Redeemable Membership Units in Managers equal the number of shares of ASO, Inc. common stock held by Managers on a 1:1 basis. NAHC is the sole managing member of Managers with a controlling voting interest, but no economic interest, in Managers. As the sole managing member of Managers, NAHC operates and controls all business affairs of Managers. The terms and conditions of the agreements governing the Redeemable Membership Units include provisions by which the holder, or its heirs, have the right to require Managers or NAHC to purchase the holder's Redeemable Membership Units upon the holder’s termination of employment due to death or disability for cash at fair value. The carrying value of the Redeemable Membership Units is classified as temporary equity, initially at fair value, as redemption was an event that was not solely within our control. If redemption becomes probable, we are required to re-measure the Redeemable Membership Units to fair value. Periodically, these rights lapsed due to contractual expiration or a holder's termination of employment for reasons other than death or disability. Due to the lapse of this right for certain issuances, $ 14.9 million was reclassified from temporary equity to Partners' Equity during the 2019 third quarter. Income Taxes The Company is subject to U.S. federal, state and foreign income taxes. We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the temporary differences are expected to be realized or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. We recognize deferred tax assets to the extent we believe these assets are more-likely-than-not to be realized. In making such a determination, we consider all available positive and negative evidence, including recent results of operations, future reversals of existing taxable temporary differences, projected future taxable income and tax planning strategies. A valuation allowance is recorded to reduce the carrying amount of deferred tax assets if it is more-likely-than-not that all or a portion of the asset will not be realized. The Company recognizes tax benefits from uncertain tax positions only if it is more-likely-than-not the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized from such positions are measured based on the largest benefit having a greater than 50% likelihood of being ultimately sustained. Interest and penalties from income tax matters are recognized in income tax expense. 12 3. Net Sales Revenue from merchandise sales is recognized, net of sales tax, when the Company’s performance obligation to the customer is met, which is when the Company transfers control of the merchandise to the customer. Store merchandise sales are recognized at the point of sale and e-commerce sales are recognized upon delivery to the customer. The following table sets forth the approximate amount of sales by merchandise divisions for the periods presented (amounts in thousands): Thirteen Weeks Ended Thirty-Nine Weeks Ended October 31, 2020 November 2, 2019 October 31, 2020 November 2, 2019 Merchandise division sales (1) Outdoors $ 487,401 $ 364,944 $ 1,448,987 $ 1,002,138 Sports and recreation 263,506 196,592 919,699 721,665 Apparel 318,731 322,375 939,388 951,385 Footwear 272,626 255,649 762,174 769,857 Total merchandise sales (2) 1,342,264 1,139,560 4,070,248 3,445,045 Other sales (3) 6,812 5,643 21,549 14,360 Net Sales $ 1,349,076 $ 1,145,203 $ 4,091,797 $ 3,459,405 (1) Certain products and categories were recategorized amongst various categories and divisions, respectively, to better align with our current merchandising strategy and view of the business. As a result, we have reclassified sales between divisions in the thirteen and thirty-nine weeks ended November 2, 2019 for comparability purposes. This reclassification is in divisional presentation only and did not impact the overall net sales balances previously disclosed (see Note 2). (2) E-commerce sales consisted of 7.5 % and 9.8 % of merchandise sales for the thirteen and thirty-nine weeks ended October 31, 2020, respectively, and 4.5 % and 3.8 % for the thirteen and thirty-nine weeks ended November 2, 2019, respectively. (3) Other sales consisted primarily of the sales return allowance, gift card breakage income, credit card bounties and royalties, shipping income, net hunting and fishing license income and other items. We sell gift cards in stores, online and in third-party retail locations. A liability for gift cards, which is recorded in accrued expenses and other liabilities on our balance sheets is established at the time of sale and revenues are recognized as the gift cards are redeemed in stores or on our website. The following is a reconciliation of the gift card liability (amounts in thousands): Thirteen Weeks Ended Thirty-Nine Weeks Ended October 31, 2020 November 2, 2019 October 31, 2020 November 2, 2019 Gift card liability, beginning balance $ 55,410 $ 50,631 $ 67,993 $ 66,153 Issued 14,910 19,382 47,524 63,883 Redeemed ( 17,861 ) ( 21,773 ) ( 61,574 ) ( 80,006 ) Recognized as breakage income ( 370 ) ( 585 ) ( 1,854 ) ( 2,375 ) Gift card liability, ending balance $ 52,089 $ 47,655 $ 52,089 $ 47,655 13 4. Long-Term Debt Our debt consisted of the following (amounts in thousands) as of: October 31, 2020 February 1, 2020 November 2, 2019 Senior Secured Asset-Based Revolving Credit Facility $ — $ — $ 44,300 Senior Secured Term Loan Facility, due July 2022 net of discount of $ 1.8 million, $ 2.6 million and $ 2.9 million, respectively 1,429,667 1,466,402 1,470,695 Total debt 1,429,667 1,466,402 1,514,995 Less current maturities ( 18,250 ) ( 34,116 ) ( 18,250 ) Less deferred loan costs (1) ( 2,532 ) ( 3,744 ) ( 4,136 ) Total long-term debt $ 1,408,885 $ 1,428,542 $ 1,492,609 (1) These costs are related to the 2015 Term Loan Facility. On November 6, 2020, the Company refinanced its long-term debt (see Note 15). 2015 Term Loan Facility. On July 2, 2015, Academy, Ltd. entered into a seven-year $ 1.8 billion senior secured term loan facility (the "2015 Term Loan Facility"). The 2015 Term Loan Facility bears interest, at our election, at either (1) LIBOR rate with a floor of 1.00 %, plus a margin of 4.00 %, or (2) a base rate equal to the highest of (a) the federal funds rate plus 0.50 %, (b) Morgan Stanley Senior Funding, Inc.'s "prime rate," or (c) the one-month LIBOR rate plus 1.00 %, plus a margin of 3.00 %. Quarterly principal payments of approximately $ 4.6 million are required through June 30, 2022, with the balance due in full on the maturity date of July 2, 2022. As of October 31, 2020, the weighted average interest rate was 5.00 %, with interest payable monthly. The terms and conditions of the 2015 Term Loan Facility also require that we prepay outstanding loans under the 2015 Term Loan Facility under certain circumstances. As of October 31, 2020, no prepayments of outstanding loans have been triggered under the terms and conditions of the 2015 Term Loan Facility. During the thirty-nine weeks ended October 31, 2020 and November 2, 2019, we repurchased a portion of our principal on the 2015 Term Loan Facility, which was trading at a discount, in open market transactions. The following table provides further detail regarding these repurchases (amounts in millions): Thirty-Nine Weeks Ended October 31, 2020 November 2, 2019 Gross principal repurchased $ 23.9 $ 147.7 Reacquisition price of debt $ 16.0 $ 104.6 Net gain recognized $ 7.8 $ 42.3 2018 ABL Facility. On July 2, 2015, Academy, Ltd. entered into a five-year $ 650 million secured asset-based revolving credit facility (the "2015 ABL Facility"). On May 22, 2018, the Company amended the agreement governing the 2015 ABL Facility (as amended, the "2018 ABL Facility"), to increase the commitment on the facility from $ 650 million to $ 1 billion. The operative terms, conditions, covenants and pricing of the 2018 ABL Facility remain the same in all material respects to the 2015 ABL Facility and/or have been sized in approximate proportion to the relative increase in the facility where such operative terms are based upon the commitment level on the facility. The 2018 ABL Facility matures on May 22, 2023, subject to a springing maturity clause which is triggered 91 days before the July 2, 2022 maturity of the 2015 Term Loan Facility should it not be paid off or extended at least 91 days beyond the May 22, 2023 maturity date of the 2018 ABL Facility. Academy, Ltd. has the option to increase the commitments under the 2018 ABL Facility by $ 250 million, subject to the satisfaction of certain conditions under the agreement. The 2018 ABL Facility is used to provide financing for working capital and other general corporate purposes, as well as to support certain letters of credit requirements, and availability is subject to customary borrowing base and availability provisions. During the normal course of business, we periodically utilize letters of credit primarily for the purchase of import goods and in support of insurance contracts. As of October 31, 2020, we had outstanding letters of credit of approximately $ 30.8 million, of which $ 21.1 million were issued under the 2018 ABL Facility, and we had no borrowings outstanding under the 2018 ABL Facility, leaving the available borrowing capacity under the 2018 ABL Facility of $ 844.7 million. 14 Borrowings under the 2018 ABL Facility bear interest, at our election, at either (1) LIBOR plus a margin of 1.25 % to 1.75 %, or (2) a base rate equal to the highest of (a) the federal funds rate plus 0.50 %, (b) JPMorgan Chase Bank, N.A.'s "prime rate", or (c) the one-month LIBOR rate plus 1.00 %, plus a margin of 0.25 % to 0.75 %. The 2018 ABL Facility also provides a fee applicable to the unused commitments of 0.25 %. The terms and conditions of the 2018 ABL Facility also require that we prepay outstanding loans under the 2018 ABL Facility under certain circumstances. As of October 31, 2020, no future prepayments of outstanding loans have been triggered under the terms and conditions of the 2018 ABL Facility. Covenants . The 2018 ABL Facility and the 2015 Term Loan Facility agreements contain covenants, including, among others, covenants that restrict Academy, Ltd.'s ability to incur certain additional indebtedness, create or permit liens on assets, engage in mergers or consolidations, pay dividends, make other restricted payments, make loans or advances, engage in transactions with affiliates or amend material documents. Additionally, at certain times, the 2018 ABL Facility is subject to a certain minimum adjusted fixed charge coverage ratio. These covenants are subject to certain qualifications and limitations. We were in compliance with these covenants as of October 31, 2020. Capitalized Interest. We capitalized interest primarily related to construction of new stores and store renovations in the amount of $ 0.1 million and $ 0.4 million for the thirteen and thirty-nine weeks ended October 31, 2020, respectively, and $ 0.2 million and $ 0.5 million for the thirteen and thirty-nine weeks ended November 2, 2019, respectively. 5. Derivative Financial Instruments We use interest rate swap agreements to hedge market risk relating to possible adverse changes in interest rates. All interest rate swaps had been designated as cash flow hedges of variable rate interest payments on borrowings under the 2015 Term Loan Facility. On October 28, 2020, we determined that a portion of the underlying cash flows related to $ 100.0 million of swap notional principal amount was no longer probable of occurring over the remaining term of the interest rate swaps as a result of the Company's planned refinancing transactions (see Note 15). As a result, we reclassified approximately $ 1.3 million of losses from accumulated other comprehensive loss ("AOCI") to other (income) expense, net in our statements of income for the thirteen and thirty-nine weeks ended October 31, 2020 related to the portion of the forecasted transaction no longer considered probable of occurring. We also de-designated a portion of our interest rate swaps as cash flow hedges, leaving $ 250 million notional principal amount designated and $ 650 million undesignated. The remaining $ 4.0 million loss in AOCI as of October 31, 2020 related to the de-designated hedges will be amortized as an increase to interest expense over the original maturity of the de-designated swaps. The de-designated $ 650 million notional principal amount of fixed interest rate swaps will receive mark-to-market treatment prospectively, with changes in fair value recorded immediately to other (income) expense, net on the statements of income. A summary of our interest rate swaps is as follows (dollar amounts in thousands): Notional Amount Fixed Rate Effective Date Termination Date $ 250,000 (1) 2.21 % September 7, 2016 September 3, 2021 $ 250,000 1.54 % November 1, 2016 November 1, 2021 $ 400,000 2.54 % March 1, 2018 March 1, 2021 (1) The initial $ 600,000 notional amount of the swap amortizes to $ 525,000 , $ 430,000 , $ 320,000 and $ 250,000 on September 3, 2017, 2018, 2019 and 2020, respectively. 15 The fair value of these interest rate swaps is as follows (amounts in thousands) as of: October 31, 2020 February 1, 2020 November 2, 2019 Derivatives designated as hedging instruments Assets Amounts included in other current assets $ — $ — $ 190 Liabilities Amounts included in accrued expenses and other current liabilities 1,198 6,130 5,184 Amounts included in other long-term liabilities 136 1,976 2,501 Total derivatives designated as hedging instruments net liability $ ( 1,334 ) $ ( 8,106 ) $ ( 7,495 ) Derivatives not designated as hedging instruments Liabilities Amounts included in accrued expenses and other current liabilities $ 4,548 $ — $ — Total derivatives not designated as hedging instruments ( 4,548 ) — — Total derivatives net liability $ ( 5,882 ) $ ( 8,106 ) $ ( 7,495 ) For derivatives designated as hedging instruments, amounts included in AOCI are reclassified to interest expense in the same period during which the hedged transaction affects earnings, which is as interest expense is recorded on the underlying 2015 Term Loan Facility. As of October 31, 2020, we estimate that approximately $ 4.6 million of the balance in AOCI will be reclassified as an increase in interest expense during the next 12 months. The impact of gains and losses related to interest rate swaps that are deferred into AOCI and subsequently reclassified into interest expense or other (income) expense, net is as follows (amounts in thousands): Thirteen Weeks Ended Thirty-Nine Weeks Ended October 31, 2020 November 2, 2019 October 31, 2020 November 2, 2019 Accumulated Other Comprehensive Income (Loss), beginning $ ( 8,339 ) $ ( 6,284 ) $ ( 8,066 ) $ 8,448 Loss deferred into AOCI (net of tax impact of $ 53 ) ( 278 ) ( 1,317 ) ( 5,318 ) ( 14,459 ) Increase (decrease) to interest expense (net of tax impact of $ 221 ) 2,590 146 7,357 ( 1,444 ) Loss on swaps from debt refinancing in other (income) expense, net (net of tax impact of $ 330 ) 1,000 — 1,000 — Accumulated Other Comprehensive Income (Loss), ending $ ( 5,027 ) $ ( 7,455 ) $ ( 5,027 ) $ ( 7,455 ) 6. Fair Value Measurements Fair value is defined as an exit price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Authoritative guidance establishes a three-level hierarchy for disclosure that is based on the extent and level of judgment used to estimate the fair value of the assets and liabilities. 16 The fair value measurements are classified as either: • Level 1 which represents valuations based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; • Level 2 which represents valuations based on quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and • Level 3 which represents valuations based on prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity). In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy in which the fair value measurement is classified in its entirety, is based on the lowest level input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. There were no transfers made into or out of the Level 1, 2 or 3 categories during any period presented. The following table provides the fair value hierarchy for our derivative financial instruments (amounts in thousands) as of: Fair Value Hierarchy October 31, 2020 February 1, 2020 November 2, 2019 Assets Interest rate swap Level 2 $ — $ — $ 190 Liabilities Interest rate swap Level 2 $ 5,882 $ 8,106 $ 7,685 We value our derivative financial instruments using a discounted cash flow analysis based on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market based inputs including interest rates and implied volatilities. Our valuations also consider both our own and the respective counterparty's non-performance risk. We have considered unobservable market factors such as the likelihood of default by us and our counterparty, our net exposures, credit enhancements, and remaining maturities in determining a credit valuation adjustment to include as part of the fair value of our derivative financial instruments. To date, the credit valuation adjustment did not comprise a material portion of the fair value of the derivative financial instruments. Therefore, we consider our derivative financial instruments to fall within Level 2 of the fair value hierarchy. Other Financial Instruments Periodically we make cash investments in money market funds comprised of U.S. Government treasury bills and securities, which are classified as cash and redeemable on demand. As of October 31, 2020 and February 1, 2020, we held $ 767.0 million and $ 113.3 million in money market funds, respectively. We held no investments in money market funds as of November 2, 2019. The fair value of the 2015 Term Loan Facility is estimated using a discounted cash flow analysis based on quoted market prices for the instrument in an inactive market and is therefore classified as Level 2 within the fair value hierarchy. As of October 31, 2020, February 1, 2020 and November 2, 2019, the estimated fair value of our 2015 Term Loan Facility was $ 1.4 billion, $ 1.2 billion and $ 1.0 billion, respectively. As borrowings on the 2018 ABL Facility are generally repaid in less than 12 months, we believe that fair value approximates the carrying value. 17 7. Property and Equipment Property and equipment consists of the following (amounts in thousands) as of: October 31, 2020 February 1, 2020 November 2, 2019 Leasehold improvements $ 435,094 $ 436,807 $ 433,266 Equipment and software 543,147 537,364 527,845 Furniture and fixtures 317,371 316,420 314,909 Construction in progress 27,979 17,639 21,197 Land 3,698 3,698 3,698 Total property and equipment 1,327,289 1,311,928 1,300,915 Accumulated depreciation and amortization ( 944,669 ) ( 870,521 ) ( 846,509 ) Property and equipment, net $ 382,620 $ 441,407 $ 454,406 Depreciation expense was $ 25.5 million and $ 79.7 million in the thirteen and thirty-nine weeks ended October 31, 2020, respectively, and $ 29.6 million and $ 88.7 million in the thirteen and thirty-nine weeks ended November 2, 2019, respectively. 8. Leases In April 2020, the Financial Accounting Standards Board issued Staff Q&A - Topic 842 and Topic 840: Accounting For Lease Concessions Related to the Effects of the COVID-19 Pandemic . This guidance provides entities with the option to elect to account for certain lease concessions as though the enforceable rights and obligations had existed in the original lease. As a result, an entity will not need to reassess each existing contract to determine whether enforceable rights and obligations for concessions exist and an entity can elect to apply or not to apply the lease modification guidance in Accounting Standards Codification Topic 842, Leases , to those contracts. During the thirteen and thirty-nine weeks ended October 31, 2020, the Company received $ 0.4 million and $ 2.4 million, respectively, in lease expense credit related to landlord abated rent as a result of the elections made under this guidance. Additionally, during the thirteen and thirty-nine weeks ended October 31, 2020, the Company signed six and 46 lease extensions, respectively, requiring lease modification accounting treatment. The components of lease expense and sublease income included in selling, general and administrative ("SG&A") expenses on our statement of income is as follows (amounts in thousands): Thirteen Weeks Ended Thirty-Nine Weeks Ended October 31, 2020 November 2, 2019 October 31, 2020 November 2, 2019 Operating lease expense $ 49,272 $ 49,159 $ 147,528 $ 146,039 Short-term lease expense — — — — Variable lease expense 1,709 1,956 3,527 5,805 Sublease income ( 115 ) ( 403 ) ( 641 ) ( 1,205 ) Net lease expense $ 50,866 $ 50,712 $ 150,414 $ 150,639 18 Information about our operating leases is as follows (dollar amounts in thousands): Thirteen Weeks Ended Thirty-Nine Weeks Ended October 31, 2020 November 2, 2019 October 31, 2020 November 2, 2019 Right-of-use assets obtained in exchange for new operating lease liabilities $ 13,477 $ 32,520 $ 84,595 $ 55,562 Cash paid for amounts included in the measurement of lease liabilities $ 48,092 $ 48,283 $ 130,274 $ 143,848 October 31, 2020 November 2, 2019 Weighted-average remaining lease term in years 11.2 10.9 Weighted-average incremental borrowing rate 9.09 % 8.88 % As most of our leases do not provide an implicit rate of interest, we use our incremental borrowing rate, which is based on the market lending rates for companies with comparable credit ratings, to determine the present value of lease payments on lease commencement or remeasurement. The remaining maturities of lease liabilities by fiscal year are as follows (amounts in thousands): October 31, 2020 2020 $ 48,759 2021 196,666 2022 194,316 2023 186,750 2024 178,462 2025 172,512 After 2025 1,051,915 Total payments (1) 2,029,380 Less: Interest ( 778,599 ) Present value of lease liabilities $ 1,250,781 (1) Minimum lease payments have not been reduced by sublease rentals of $ 1.9 million as of October 31, 2020 due in the future under non-cancelable subleases. 19 9. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (amounts in thousands) as of: October 31, 2020 February 1, 2020 November 2, 2019 Accrued interest $ 6,996 $ 7,835 $ 3,261 Accrued personnel costs 72,995 54,065 41,237 Accrued professional fees 6,041 2,451 2,787 Accrued sales and use tax 18,590 12,651 18,041 Accrued self-insurance 13,136 14,107 13,912 Deferred revenue - gift cards and other 54,557 70,220 49,603 Income taxes payable 19,197 4,941 4,575 Interest rate swaps 5,746 6,129 5,184 Property taxes 49,679 16,919 50,066 Sales return allowance 5,000 5,500 5,500 Other 22,675 16,563 25,826 Accrued expenses and other current liabilities $ 274,612 $ 211,381 $ 219,992 10. Equity and Share-Based Compensation On September 29, 2020, the ASO, Inc. Board of Directors adopted the 2020 Omnibus Incentive Plan (the "2020 Omnibus Incentive Plan"), which became effective on October 1, 2020. The plan reserved a total of 5,150,000 shares of common stock for issuance. Concurrent with the adoption of the 2020 Omnibus Incentive Plan, the NAHC 2011 Unit Incentive Plan (the "2011 Unit Incentive Plan") was frozen and no further issuances will be permitted as part of the 2011 Unit Incentive Plan. As of October 31, 2020, there were 4,996,703 shares that were authorized and available for grant under the 2020 Share Incentive Plan. 2011 Unit Incentive Plan The 2011 Unit Incentive Plan provides for the grant of certain equity incentive awards (each, an "Award"), such as options to purchase ASO, Inc. common stock (each, a "Unit Option") and restricted units that may settle in ASO, Inc. common stock (each, a "Restricted Unit") to our directors, executives, and eligible employees of the Company. Unit Options granted under the 2011 Unit Incentive Plan consist of Unit Options that vest upon the satisfaction of time-based requirements (each, a "Service Unit Option") and Unit Options that vest upon the satisfaction of both time-based requirements and Company performance-based requirements (each, a "Performance Unit Option"). Restricted Units granted under the 2011 Unit Incentive Plan consist of Restricted Units that vest upon the satisfaction of time-based requirements (each, a "Service Restricted Unit") and Restricted Units that vest upon the satisfaction of a liquidity event-based requirement together with a time-based requirement and/or a performance-based requirement (each, a "Liquidity Event Restricted Unit"). In each case, vesting of the Company’s outstanding and unvested Unit Options and Restricted Units is contingent upon the holder’s continued service through the date of each applicable vesting event. Concurrent with the adoption of the 2020 Omnibus Incentive Plan on October 1, 2020, no further Awards are authorized to be granted under the 2011 Unit Incentive Plan. 2020 Omnibus Incentive Plan The 2020 Omnibus Incentive plan provides for the grant of Awards such as options to purchase ASO, Inc. common stock (each, a "Stock Option") and restricted stock units which may settle in ASO, Inc. common stock (each, a "Restricted Stock Unit") to our directors, executives, and eligible employees of the Company. Stock Options granted under the 2020 Omnibus Incentive Plan consist of Stock Options that vest upon the satisfaction of time-based requirements (each, a "Service Stock Option" and Service Unit Options and Service Stock Options together are "Service Options"). 20 Restricted Stock Units granted under the 2020 Omnibus Incentive Plan consist of Restricted Stock Units that vest upon the satisfaction of time-based requirements (each, a "Service Restricted Stock Unit") and Restricted Stock Units that vest upon the satisfaction of a time-based requirement and performance-based requirement (each, a "Performance Restricted Stock Unit"). In each case, vesting of the Company’s outstanding and unvested Stock Options and Restricted Stock Units is contingent upon the holder’s continued service through the date of each applicable vesting event. Equity compensation expense was $ 23.4 million and $ 27.0 million in the thirteen and thirty-nine weeks ended October 31, 2020, respectively, which includes approximately $ 19.9 million of stock compensation expense associated with the vesting of certain outstanding restricted stock units as a result of the liquidity condition being achieved upon completion of our IPO. Equity compensation expense was $ 1.4 million and $ 5.9 million in the thirteen and thirty-nine weeks ended November 2, 2019, respectively. These costs are included in selling, general and administrative expenses in the statements of income. Distribution On August 28, 2020, NAHC paid a $ 257.0 million, or $ 1.1257 per unit (or $ 3.5460 as converted using the Contribution Ratio), distribution to its members of record as of August 25, 2020. Cash on hand was used to fund $ 248.0 million of the distribution, with the remainder distributed through an offset of outstanding loans receivable from one member and state income tax withholding made on behalf of NAHC's members. Holders of the outstanding granted equity Awards are entitled to receive value equal to $ 1.1257 per Award (or $ 3.5460 as converted using the Contribution Ratio), which was or will be made in the form of cash payments, additional Restricted Unit grants or Unit Option exercise price adjustments. Cash payments due for unvested Awards will be payable upon vesting of such Awards. In accordance with the terms of the 2011 Unit Incentive Plan, the Company made the following adjustments to each outstanding Award (per unit components, shares and exercise prices shown above and below are converted using the Contribution Ratio as described in the Retrospective Presentation of Ownership Exchange in Note 2): • Exercise price reductions of $ 0.28 for 9,788,000 Unit Options (or $ 0.89 for 3,107,301 Stock Options, as converted); • Exercise price reductions of $ 1.12 for 1,746,594 Unit Options (or $ 3.53 for 554,474 Stock Options, as converted); • Additional Restricted Unit grants of 159,362 units (or 50,590 Liquidity Event Restricted Units, as converted); and • Cash payments for vested Unit Options and vested Restricted Units ("Share-Based Award Payments") of $ 20.7 million were paid through October 31, 2020. Share-Based Award Payments payable as of October 31, 2020 for unvested awards is $ 12.1 million, which is reflected within accrued expenses and other current liabilities and other long-term liabilities on the Company's consolidated balance sheets. These exercise price adjustments did not increase the value of the Unit Options and no related additional equity compensation was or will be incurred. Service Option Fair Value Assumptions The fair value for Service Options granted was estimated using a Black-Scholes option-pricing model. The expected lives of the Service Options granted were based on the "SEC simplified" method and a mid-point assumption, respectively. Expected price volatility was determined based on the implied volatilities of comparable companies over a historical period that matches the expected life of the Award. The risk-free interest rate was based on the expected U.S. Treasury rate over the expected life. The dividend yield was based on the expectation that no dividends will be paid. The assumptions used to calculate the fair value of Awards granted are evaluated and modified, as necessary, to reflect current market conditions and experience. 21 The following table presents the assumptions and grant date fair values for Service Options granted in the thirty-nine weeks ended October 31, 2020: Expected life in years 6.2 Expected volatility 53 % to 54 % Weighted-average volatility 53 % Risk-free interest rate 0.39 % to 0.76 % Dividend yield — The following table presents the Award grants during the thirty-nine weeks ended October 31, 2020: Service Options Service Restricted Units Liquidity Event Restricted Units Performance Restricted Units Number of shares (1) 1,417,961 11,564 1,185,474 12,772 Weighted average grant date fair value per Award $ 8.48 $ 17.30 $ 17.99 $ 13.04 Weighted average exercise price per Award $ 16.87 N/A N/A N/A (1) See Retrospective Presentation of Ownership Exchange in Note 2. The following table presents the unrecognized compensation cost as of October 31, 2020: Service Options Performance Unit Options Service Restricted Units Liquidity Event Restricted Units Performance Restricted Units Remaining expense $ 18,952,974 $ 883,794 $ 68,493 $ 18,037,924 $ 159,999 Weighted average life remaining in years 2.7 2.3 0.4 2.1 1.6 11. Earnings per Common Share Basic earnings per common share is calculated based on net income divided by the basic weighted average common shares outstanding during the period, and diluted earnings per common share is calculated based on net income divided by the diluted weighted average common shares outstanding. Diluted weighted average common shares outstanding is based on the basic weighted average common shares outstanding plus any potential dilutive effect of stock-based awards outstanding during the period using the treasury stock method, which assumes the potential proceeds received from the dilutive stock options are used to purchase treasury stock. Anti-dilutive stock-based awards do not include awards which have a performance or liquidity event target which has yet to be achieved. 22 Basic and diluted weighted average common shares outstanding and basic and diluted earnings per common share are calculated as follows (dollar and share amounts in thousands except per share amounts): Thirteen Weeks Ended Thirty-Nine Weeks Ended October 31, 2020 November 2, 2019 October 31, 2020 November 2, 2019 Net income $ 59,586 $ 28,552 $ 217,242 $ 102,305 Weighted average common shares outstanding - basic (1) 76,771 72,484 73,908 72,480 Dilutive effect of Service Restricted Units and Service Restricted Stock Units (1) 6 6 9 9 Dilutive effect of Performance Restricted Units, Liquidity Event Restricted Units and Performance Restricted Stock Units (1) 1,423 — 991 — Dilutive effect of Service Options (1) 1,081 1,271 871 824 Dilutive effect of Performance Unit Options and Performance Stock Options (1) 1,433 1,440 1,392 1,453 Weighted average common shares outstanding - diluted (1) 80,714 75,201 77,171 74,766 Earnings per common share - basic $ 0.78 $ 0.39 $ 2.94 $ 1.41 Earnings per common share - diluted $ 0.74 $ 0.38 $ 2.82 $ 1.37 Anti-dilutive stock-based awards excluded from diluted calculation (1) 4,460 4,153 1,648 578 (1) See Retrospective Presentation of Ownership Exchange in Note 2. 12. Income Taxes Prior to October 1, 2020, the Company, was treated as a flow through entity for U.S. federal income tax purposes and thus no federal income tax expense was recorded in our statements of income for periods prior to October 1, 2020. Our tax rate prior to October 1, 2020 was almost entirely the result of state income taxes. In connection with our IPO, as a result of the Reorganization Transactions (see Note 1) completed on October 1, 2020, as described further in the Prospectus, on and after October 1, 2020, the Company is treated as a U.S. corporation for U.S. federal, state, and local income tax purposes and accordingly, a provision for income taxes has been recorded for the anticipated tax consequences of our reported results of operations for federal, state and local income taxes since October 1, 2020. As a result of the Reorganization Transactions, the Company recorded a net deferred tax liability position of $ 144.2 million, which consisted of the Company’s difference between the Company's financial statement carrying value and the outside tax basis in its NAHC membership units, immediately following the completion of the Reorganization Transactions, measured at the enacted federal and state income tax rates. Additionally, $ 4.6 million in current tax liability was assumed by the Company as part of the Reorganization Transaction. The combined entry was recorded as a cumulative adjustment to additional paid-in capital for the year equal to $ 148.8 million, as reflected in the statement of stockholders' equity. The Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was enacted in the U.S. on March 27, 2020. We do not anticipate that the enactment of this legislation will significantly impact our full year effective tax rate in fiscal 2020. 23 The components of the income tax expense (benefit) are as follows (amounts in thousands): Thirteen Weeks Ended Thirty-Nine Weeks Ended October 31, 2020 November 2, 2019 October 31, 2020 November 2, 2019 Current tax expense: Federal $ 8,369 $ — $ 8,369 $ — State 2,168 575 3,656 2,135 Foreign 9 13 39 25 Total current tax expense 10,546 588 12,064 2,160 Deferred tax expense: Federal ( 10,024 ) — ( 10,024 ) — State ( 1,715 ) ( 59 ) ( 1,715 ) ( 223 ) Foreign — ( 23 ) — ( 23 ) Total deferred tax benefit ( 11,739 ) ( 82 ) ( 11,739 ) ( 246 ) Total tax expense (benefit) $ ( 1,193 ) $ 506 $ 325 $ 1,914 A reconciliation of the statutory U.S. federal income tax rate to our effective income tax rate is as follows: Thirteen Weeks Ended Thirty-Nine Weeks Ended October 31, 2020 November 2, 2019 October 31, 2020 November 2, 2019 Federal income tax at the statutory rate 21.0 % 21.0 % 21.0 % 21.0 % State income tax, net of federal benefit 0.8 1.8 0.9 1.8 Effect of pre-IPO pass-through income allocated to our members ( 23.1 ) ( 21.0 ) ( 21.6 ) ( 21.0 ) Effect of permanent items ( 0.7 ) — ( 0.2 ) 0.0 Other, including foreign 0.0 — 0.0 0.0 Effective income tax rate ( 2.0 ) % 1.8 % 0.1 % 1.8 % The effective tax rate for the periods reflected is less than the U.S. federal tax rate on corporations primarily as a result of the Company’s status as a flow-through entity prior to October 1, 2020. The thirteen weeks and thirty-nine weeks ended October 31, 2020 includes one month of activity subject to U.S. federal and state income tax in addition to the historically reported Texas franchise tax as a result of the Reorganization Transactions. For complete annual periods on and after October 1, 2020, no portion of the Company’s income remains flow-through to the prior members of NAHC and our estimated statutory federal and state income tax rates are between 24 % and 25 % before adjustments for permanent differences, valuation allowances and uncertain tax positions. Components of deferred tax assets and liabilities consist of the following: October 31, 2020 February 1, 2020 November 2, 2019 Deferred tax assets: Other $ 127 $ 220 $ 764 Total deferred tax assets 127 220 764 Deferred tax liabilities: Investment in NAHC ( 132,828 ) — — Total deferred tax liabilities ( 132,828 ) — — Net deferred tax asset (liability) $ ( 132,701 ) $ 220 $ 764 24 The Reorganization Transactions (see Note 1) resulted in our ownership of 100% of NAHC which continues to operate as a tax partnership. The deferred tax liability as of October 31, 2020 reflects the excess of financial statement carrying value over our tax basis in NAHC membership units measured using the federal income tax rate of 21% and our weighted average state income tax rate equal to approximately 3.8 % net of federal tax benefit. For the periods ended February 1, 2020 and November 2, 2019, the net deferred tax asset is included in other noncurrent assets. Management evaluates the realizability of deferred tax assets and the need for valuation allowances annually. As of October 31, 2020, based on current facts and circumstances, management believes that it is more likely than not the Company will realize benefit for its gross deferred tax assets. As of October 31, 2020, we had no unrecognized tax benefits and we do not anticipate that unrecognized tax benefits will significantly increase or decrease over the next twelve months. The Company files a consolidated federal income tax return and files tax returns in various state and local jurisdictions. The statute of limitations is open for federal and state tax audits for the tax fiscal years ending 2018 through 2020, and 2017 through 2020, respectively. 13. Related Party Transactions Monitoring Agreement On August 3, 2011 (the "Effective Date"), we entered into a monitoring agreement (the "Monitoring Agreement"), with Kohlberg Kravis Roberts & Co. L.P. (the "Adviser") pursuant to which the Adviser provides advisory, consulting and financial services to us. In accordance with the terms of the Monitoring Agreement, we pay an aggregate annual advisory fee which increases by 5.0 % annually on each anniversary of the Effective Date. The Adviser may also charge us a customary fee for services rendered in connection with securing, structuring and negotiating equity and debt financings by us. Additionally, we are required to reimburse the Adviser for any out-of-pocket expenses in connection with these services. The Monitoring Agreement continues in effect from year-to-year, unless amended or terminated by the Adviser and us. Upon the completion of the IPO, in the third quarter of 2020 the Monitoring Agreement terminated and we accrued the final termination fee of $ 12.3 million. The termination fee is equal to the net present value of the advisory fees that would have been paid from the termination date through the twelfth anniversary of the Effective Date of the Monitoring Agreement. We recognized advisory fees related to the Monitoring Agreement, including reimbursement of expenses and the termination fee, of approximately $ 13.0 million and $ 14.8 million in each of the thirteen and thirty-nine weeks ended October 31, 2020, respectively, and $ 0.9 million and $ 2.7 million in each of the thirteen and thirty-nine weeks ended November 2, 2019, respectively. These expenses are included in selling, general and administrative expenses in the statements of income. Other Related Party Transactions We paid $ 2.7 million to KCM for underwriting services in connection with the IPO. KKR has ownership interests in a broad range of portfolio companies and we may enter into commercial transactions for goods or services in the ordinary course of business with these companies. We do not believe such transactions are material to our business. 25 Investments in Managers There were no investments in Managers for the thirteen and thirty-nine weeks ended October 31, 2020. During the thirteen and thirty-nine weeks ended November 2, 2019, an executive of the Company purchased Redeemable Membership Units in Managers for approximately $ 0.1 million in cash. The cash consideration paid for the Redeemable Membership Units was concurrently contributed to NAHC by Managers in exchange for a number of NAHC Membership Units equal to the number of Redeemable Membership Units purchased. There were no equity repurchases from Managers for the thirteen weeks ended October 31, 2020. During the thirty-nine weeks ended October 31, 2020, Managers repurchased at fair market value approximately $ 37.0 thousand of Redeemable Membership Units from a director of the Company for cash. During the thirteen and thirty-nine weeks ended November 2, 2019, Managers repurchased at fair market value approximately $ 0.5 million of Redeemable Membership Units from a director and an executive of the Company for cash. NAHC concurrently repurchased from Managers for cash, at fair market value, a number of NAHC membership units equal to the number of Redeemable Membership Units repurchased from the director and executive. Notes Receivable from Member and Distribution Under NAHC's LLC agreement, certain members may require the Company to provide a tax loan on their behalf under certain circumstances. On April 10, 2019, the Company loaned $ 4.0 million with a note receivable issued to a member. The note receivable bears semi-annual compounding interest at 2.5 % per annum with outstanding principal and interest due on April 10, 2022. This note receivable was recorded in other non-current assets on the balance sheet. On April 5, 2018, the Company loaned $ 4.1 million with a note receivable issued to a member. The note receivable bears semi-annual compounding interest at 2.1 %, with outstanding principal and interest due April 5, 2021. This note receivable was recorded in prepaid expenses and other current assets on the balance sheet. On August 28, 2020, the Company made a distribution to its members of record as of August 25, 2020, of $ 257.0 million (see Note 10). Of the $ 257.0 million, $ 8.5 million was used to offset and satisfy the remaining balances of the notes receivable and related interest receivable from a member. 14. Commitments and Contingencies Technology Related Commitments and Other As of October 31, 2020, we have obligations under technology related contractual commitments as well as other commitments, such as construction commitments, in the amount of $ 15.2 million. Of such commitments, approximately $ 12.7 million is payable in the next 12 months. Commitments Related to Monitoring Agreement As of October 31, 2020, we have obligations under the Monitoring Agreement, which include the termination fee upon completion of the IPO, in the amount of $ 13.3 million, of which $ 13.3 million is payable in the next 12 months (see Note 13). Financial Guarantees During the normal course of business, we enter into contracts that contain a variety of representations and warranties and provide general indemnifications. The maximum exposure under these arrangements is unknown as this would involve future claims that may be made against us that have not yet occurred. However, based on experience, we believe the risk of loss to be remote. 26 Legal Proceedings We are a defendant or co-defendant in lawsuits, claims and demands brought by various parties relating to matters normally incident to our business. No individual case, or group of cases presenting substantially similar issues of law or fact, is expected to have a material effect on the manner in which we conduct our business or on our results of operations, financial position or liquidity. The majority of these cases are alleging product, premises, employment and/or commercial liability. Reserves have been established that we believe to be adequate based on our current evaluations and experience in these types of claim situations; however, the ultimate outcome of these cases cannot be determined at this time. We believe, taking into consideration our indemnities, insurance and reserves, the ultimate resolution of these matters will not have a material impact on our financial position, results of operations or cash flows. Sponsorship Agreement and Intellectual Property Commitments We periodically enter into sponsorship agreements generally with professional sports teams, associations, events, networks, or individual professional players and collegiate athletic programs in exchange for marketing and advertising promotions. We also enter into intellectual property agreements whereby the Company receives the right to use third-party owned trademarks typically in exchange for royalties on sales. These agreements typically contain a one to three-year term and contractual payment amounts required to be paid by the Company. As of October 31, 2020, we have $ 12.8 million in related commitments through 2027, of which $ 7.4 million is payable in the next 12 months. 15. Subsequent Events Our management evaluated events or transactions that occurred after October 31, 2020, through December 10, 2020, the issuance date of the financial statements, and identified the following matters to report: IPO Over-Allotment Exercise On November 3, 2020, the Company issued and sold an additional 1,807,495 shares of the Company’s common stock, par value $ 0.01 per share, for cash consideration of $ 12.22 per share (representing an initial public offering price of $ 13.00 per share, net of underwriting discounts) to the IPO underwriters, resulting in approximately $ 22.1 million in proceeds net of underwriting discounts, which included $ 0.3 million paid to KCM for underwriting services, pursuant to the partial exercise by the underwriters of their option to purchase up to 2,343,750 additional shares to cover over-allotments in connection with the IPO. The option has expired with respect to the remaining shares. Upon completion of the over-allotment exercise, affiliates of KKR held a 68.5 % ownership interest in the Company. Debt Refinancing On November 6, 2020, the Company issued the 2020 Notes (as defined below), entered the 2020 Term Loan Facility (as defined below), and entered into the 2020 ABL Amendment (as defined below). The Company used the net proceeds from the 2020 Notes and the net proceeds from the 2020 Term Loan Facility, together with cash on hand, to repay in full outstanding borrowings under its then-existing term loan, in the amount of $ 1,431.4 million. We paid KCM approximately $ 2.5 million with respect to the debt refinancing transactions. 2020 Notes On November 6, 2020, Academy, Ltd. issued $ 400.0 million of 6.00 % senior secured notes which are due November 15, 2027 (the "2020 Notes"), pursuant to an indenture, dated as of November 6, 2020 (the "Indenture"), by and among Academy, Ltd. the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (in such capacity, the "Notes Collateral Agent"). The 2020 Notes were sold in the United States to persons reasonably believed to be "qualified institutional buyers" pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The 2020 Notes will be fully and unconditionally guaranteed on a senior secured basis by each of NAHC, Associated Investors L.L.C. and Academy Managing Co., L.L.C., each a direct or indirect, wholly-owned subsidiary of the Company (collectively, the "Guarantors"), and each of Academy, Ltd.’s future wholly-owned domestic restricted subsidiaries, to the extent such subsidiary guarantees Academy, Ltd.’s senior secured credit facilities or certain capital markets debt. 27 In order to secure the 2020 Notes and the guarantees, Academy, Ltd. and the Guarantors entered into certain security documents with the Notes Collateral Agent, including a security agreement and a pledge agreement, each dated as of November 6, 2020. The 2020 Notes and the guarantees will be secured by (i) a first-priority lien on all of Academy, Ltd.’s and the Guarantors’ personal property that secure the 2020 Term Loan Facility on a first-priority basis and (ii) a second-priority lien on Academy, Ltd.’s and the Guarantors’ personal property consisting of accounts and all other rights to payment, inventory, tax refunds, cash, deposit accounts, securities and commodities accounts, and documents and supporting obligations, securing the 2020 ABL Facility (as defined below) on a first-priority basis and the 2020 Term Loan Facility on a second-priority basis (the "ABL Priority Collateral"). On November 6, 2020, (i) Academy Ltd.’s, the Guarantors party thereto, the Notes Collateral Agent, the Term Loan Agent (as defined below) and the several other parties named therein entered into a first lien intercreditor agreement as to the relative priorities of their respective security interests in the assets securing the 2020 Notes and the 2020 Term Loan Facility and certain other matters relating to the administration of security interests and (ii) the Notes Collateral Agent, the Term Loan Agent and the ABL Agent (as defined below) entered into a lien sharing and priority confirmation joinder to the ABL Intercreditor Agreement, dated as of July 2, 2015, as to the relative priorities of their respective security interests in the assets securing the 2020 Notes, the 2020 Term Loan Facility and the 2020 ABL Facility and certain other matters relating to the administration of security interests. The 2020 Notes will mature on November 15, 2027. The 2020 Notes will pay interest semi-annually in arrears in cash on May 15 and November 15 of each year at a rate of 6.00 % per year, commencing on May 15, 2021. On or after November 15, 2023, Academy, Ltd. may, at its option and on one or more occasions, redeem all or a part of the 2020 Notes at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. At any time prior to November 15, 2023, Academy, Ltd. may, at its option and on one or more occasions, redeem all or part of the 2020 Notes at a redemption price equal to 100 % of the principal amount of the 2020 Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date, plus a "make-whole" premium as described in the Indenture. In addition, at any time prior to November 15, 2023, Academy, Ltd. may, at its option and on one or more occasions, redeem up to 40 % of the aggregate principal amount of the 2020 Notes at a redemption price equal to 106.00 % of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds from one or more equity offerings to the extent such net cash proceeds are received by or contributed to Academy, Ltd., plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. Upon the occurrence of certain events constituting a Change of Control (as defined in the Indenture), Academy, Ltd. will be required to make an offer to repurchase all of the 2020 Notes at a price equal to 101 % of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. The Indenture contains certain covenants that limit the ability of Academy, Ltd. and its restricted subsidiaries to, among other things, (i) incur or guarantee additional indebtedness or issue disqualified stock and preferred stock; (ii) incur liens on assets; (iii) pay dividends or make other distributions in respect of, or repurchase or redeem, their capital stock; (iv) prepay, redeem or repurchase certain debt; (v) make certain loans, investments or other restricted payments; (vi) engage in certain transactions with affiliates; (vii) enter into agreements restricting certain subsidiaries’ ability to pay dividends; and (viii) sell or transfer certain assets or merge or consolidate, in each case subject to certain exceptions and qualifications set forth in the Indenture. The Indenture provides for events of default which include (subject in certain cases to customary grace and cure periods), among others, nonpayment of principal or interest, breach of other agreements in respect of the 2020 Notes, acceleration of certain other indebtedness, failure to pay certain final judgments, failure of certain guarantees to be enforceable, failure to perfect certain collateral securing the 2020 Notes and certain events of bankruptcy or insolvency, which events of default, if any occur, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then-outstanding 2020 Notes to be due and payable immediately. 2020 Term Loan Facility On November 6, 2020, Academy, Ltd., as borrower, and the Guarantors, as guarantors, entered into the Second Amended and Restated Credit Agreement (the "2020 Term Loan Agreement"), with Credit Suisse AG, Cayman Island Branch ("Credit Suisse"), as the administrative agent and collateral agent (the "Term Loan Agent"), the several lenders from time to time parties thereto and the several other parties named therein, which established a new $ 400.0 million first lien term loan facility. 28 The 2020 Term Loan Facility will mature on November 6, 2027. The 2020 Term Loan Facility bears interest, at Academy, Ltd.’s election, at either (1) LIBOR rate with a floor of 0.75 %, plus a margin of 5.00 %, or (2) a base rate equal to the highest of (a) the federal funds rate plus 0.50 %, (b) Credit Suisse’s "prime rate", or (c) the one-month LIBOR rate plus 1.00 %, plus a margin of 4.00 %. Quarterly principal payments of approximately $ 1.0 million are required through September 30, 2027, with the balance due in full on the maturity date of November 6, 2027. The terms and conditions of the 2020 Term Loan Facility also require that outstanding loans under the 2020 Term Loan Facility are prepaid under certain circumstances. The 2020 Term Loan Facility will be guaranteed by the Guarantors on a senior secured basis. All obligations under the 2020 Term Loan Facility and the guarantees of those obligations will be secured by (i) a second-priority security interest in the ABL Priority Collateral and (ii) a first-priority security interest in, and mortgages on, substantially all present and after acquired tangible and intangible assets of Academy, Ltd. and the Guarantors and a first-priority pledge of 100 % of the capital stock of Academy, Ltd. and its domestic subsidiaries and 66 % of the voting capital stock of each of Academy, Ltd.’s foreign subsidiaries, if any, that are directly owned by Academy, Ltd. or a future U.S. guarantor, if any. The 2020 Term Loan Agreement contains certain covenants that limit the ability of Academy, Ltd. and its restricted subsidiaries to, among other things, (i) incur or guarantee additional indebtedness or issue disqualified stock and preferred stock; (ii) incur liens on assets; (iii) pay dividends or make other distributions in respect of, or repurchase or redeem, their capital stock; (iv) prepay, redeem or repurchase certain debt; (v) make certain loans, investments or other restricted payments; (vi) engage in certain transactions with affiliates; (vii) enter into agreements restricting certain subsidiaries’ ability to pay dividends; (viii) sell or transfer certain assets or merge or consolidate and (ix) amend material documents, in each case subject to certain exceptions and qualifications set forth in the 2020 Term Loan Agreement. The 2020 Term Loan Agreement contains customary events of default including, but not limited to, failure to pay principal or interest, breaches of representations and warranties, violations of affirmative or negative covenants, cross-defaults to other material indebtedness, a bankruptcy or similar proceeding, rendering of certain monetary judgments, invalidity of collateral documents and changes of control. 2020 ABL Facility On November 6, 2020, Academy, Ltd., as borrower, and the Guarantors, as guarantors, entered into an amendment (the "2020 ABL Amendment") to the First Amended and Restated ABL Credit Agreement, dated as of July 2, 2015, with JPMorgan Chase Bank, N.A. as the administrative agent and collateral agent, letter of credit issuer and swingline lender (the "ABL Agent") and the several lenders party thereto, which ABL Amendment, among other things, extended the maturity of Academy, Ltd.’s asset-based revolving credit facility thereunder (the "2020 ABL Facility") to November 6, 2025. 29