What changed in this filing

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Item 1. Financial Statements

2024-09-10 compared with 2024-06-11 · 95 added, 56 removed, 354 unchanged (30% of the section changed)

3 unchanged sentences

(Dollar amounts in thousands, except per share data)

May 4, 2024 February 3, 2024 April 29, 2023

August 3, 2024 February 3, 2024 July 29, 2023

CURRENT ASSETS:

4 unchanged sentences

Prepaid expenses and other current assets 108,392 83,450 80,490

Assets held for sale — — 1,763

Total current assets 1,812,388 1,644,900 1,715,484

22 unchanged sentences

Common stock, $ 0.01 par value, authorized 300,000,000 shares;

74,349,927 and 76,439,594 issued and outstanding as of May 4, 2024, February 3, 2024 and April 29, 2023, respectively.

74,349,927 and 74,845,563 issued and outstanding as of August 3, 2024, February 3, 2024 and July 29, 2023, respectively.

Additional paid-in capital 244,584 242,098 236,789

6 unchanged sentences

(Amounts in thousands, except per share data)

Thirteen Weeks Ended

May 4, 2024 April 29, 2023

Thirteen Weeks Ended Twenty-Six Weeks Ended

August 3, 2024 July 29, 2023 August 3, 2024 July 29, 2023

NET SALES $ 1,548,980 $ 1,583,077 $ 2,913,200 $ 2,966,686

30 unchanged sentences

Balances as of May 4, 2024 72,591 $ 726 $ 240,559 $ 1,664,236 $ 1,905,521

Net income — — — 142,588 142,588

Equity compensation — — 7,955 — 7,955

Repurchase of common stock for retirement ( 1,810 ) ( 18 ) ( 6,961 ) ( 91,802 ) ( 98,781 )

Settlement of vested Restricted Stock Units, net of shares withheld 43 — ( 574 ) — ( 574 )

Issuance of common stock under employee stock purchase plan 62 1 2,818 — 2,819

Stock option exercises, net of shares withheld 30 — 787 — 787

Cash dividends declared, $ 0.11 per share

— — — ( 7,921 ) ( 7,921 )

Balances as of August 3, 2024 70,916 $ 709 $ 244,584 $ 1,707,101 $ 1,952,394

ACADEMY SPORTS AND OUTDOORS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Amounts in thousands, except per share data)

Paid-In Capital Retained Earnings Total Stockholders' Equity

9 unchanged sentences

Balances as of April 29, 2023 76,440 $ 764 $ 229,633 $ 1,450,565 $ 1,680,962

Net income — — — 157,075 157,075

Equity compensation — — 8,501 — 8,501

Repurchase of common stock for retirement ( 1,994 ) ( 20 ) ( 7,087 ) ( 100,242 ) ( 107,349 )

Settlement of vested Restricted Stock Units, net of shares withheld 41 — ( 268 ) — ( 268 )

Issuance of common stock under employee stock purchase plan 67 1 2,886 — 2,887

Stock option exercises, net of shares withheld 292 3 3,124 — 3,127

Cash dividends declared, $ 0.09 per share

— — — ( 6,896 ) ( 6,896 )

Balances as of July 29, 2023 74,846 $ 748 $ 236,789 $ 1,500,502 $ 1,738,039

See Condensed Notes to Consolidated Financial Statements

2 unchanged sentences

(Amounts in thousands)

Thirteen Weeks Ended

May 4, 2024 April 29, 2023

Twenty-Six Weeks Ended

August 3, 2024 July 29, 2023

CASH FLOWS FROM OPERATING ACTIVITIES:

7 unchanged sentences

Write off of deferred loan costs 449 —

Gain on disposal of property and equipment — ( 361 )

Changes in assets and liabilities:

11 unchanged sentences

Purchases of intangible assets ( 314 ) ( 213 )

Proceeds from the sale of property and equipment — 2,126

Net cash used in investing activities ( 73,739 ) ( 107,846 )

5 unchanged sentences

Proceeds from exercise of stock options 3,575 11,639

Proceeds from issuance of common stock under employee stock purchase program 2,819 2,887

Taxes paid related to net share settlement of equity awards ( 3,412 ) ( 4,283 )

2 unchanged sentences

Net cash used in financing activities ( 240,636 ) ( 161,529 )

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 30,225 ( 41,609 )

NET DECREASE IN CASH AND CASH EQUIVALENTS ( 23,352 ) ( 25,809 )

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 347,920 337,145

CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 324,568 $ 311,336

ACADEMY SPORTS AND OUTDOORS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

Twenty-Six Weeks Ended

August 3, 2024 July 29, 2023

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

14 unchanged sentences

The Company is a leading full-line sporting goods and outdoor recreational products retailer in the United States in terms of net sales.

As of May 4, 2024, we operated 284 "Academy Sports + Outdoors" retail locations in 18 states and three distribution centers located in Katy, Texas, Twiggs County, Georgia and Cookeville, Tennessee.

As of August 3, 2024, we operated 285 "Academy Sports + Outdoors" retail locations in 19 states and three distribution centers located in Katy, Texas, Twiggs County, Georgia and Cookeville, Tennessee.

We also sell merchandise to customers across most of the United States via our academy.com website.

5 unchanged sentences

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 weeks ended May 4, 2024 are not necessarily indicative of the results that will be realized for the fiscal year ending February 1, 2025 or any other period.

The results of operations for the thirteen and twenty-six weeks ended August 3, 2024 are not necessarily indicative of the results that will be realized for the fiscal year ending February 1, 2025 or any other period.

The balance sheet as of February 3, 2024 has been derived from our audited financial statements as of that date.

12 unchanged sentences

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 weeks ended April 29, 2023 for comparability purposes.

As a result, we have reclassified sales between divisions in the thirteen and twenty-six weeks ended July 29, 2023 for comparability purposes.

This reclassification is in divisional presentation only and did not impact the overall net sales balances previously disclosed.

8 unchanged sentences

The following table summarizes our share repurchases for the periods presented:

Thirteen Weeks Ended

May 4, 2024 April 29, 2023

Thirteen Weeks Ended Twenty-Six Weeks Ended

August 3, 2024 July 29, 2023 August 3, 2024 July 29, 2023

Shares repurchased 1,809,856 1,994,064 3,793,823 2,744,074

1 unchanged sentence

$ 98.8 $ 107.3 $ 222.3 $ 157.6

(1) Includes estimated excise tax fees of $ 1.1 million and $ 0.3 million for the thirteen weeks ended May 4, 2024 and April 29, 2023, respectively.

As of May 4, 2024, we no longer had availability under the 2021 Share Repurchase Program or 2022 Share Repurchase Program, and we had $ 574.3 million available under the 2023 Share Repurchase Program.

(1) Includes estimated excise tax fees of $ 0.9 million and $ 2.0 million for the thirteen and twenty-six weeks ended August 3, 2024, respectively, and $ 0.9 million and $ 1.2 million for the thirteen and twenty-six weeks ended July 29, 2023, respectively.

As of August 3, 2024, we no longer had availability under the 2021 Share Repurchase Program or 2022 Share Repurchase Program, and we had $ 476.4 million available under the 2023 Share Repurchase Program.

Supplier Finance Programs

2 unchanged sentences

The Company does not have an economic interest in suppliers’ voluntary participation, does not provide any guarantees or pledge assets under these arrangements, and our rights and obligations to our suppliers, including amounts due, are not impacted.

Our liability associated with these arrangements, which is presented within accounts payable on the consolidated balance sheets, was $ 3.2 million, $ 7.2 million and $ 8.9 million as of May 4, 2024, February 3, 2024 and April 29, 2023, respectively.

Our liability associated with these arrangements, which is presented within accounts payable on the condensed consolidated balance sheets, was $ 5.1 million, $ 7.2 million and $ 6.6 million as of August 3, 2024, February 3, 2024 and July 29, 2023, respectively.

Recent Accounting Pronouncements

14 unchanged sentences

The following table sets forth the approximate amount of sales by merchandise divisions for the periods presented (amounts in thousands):

Thirteen Weeks Ended

May 4, 2024 April 29, 2023

Thirteen Weeks Ended Twenty-Six Weeks Ended

August 3, 2024 July 29, 2023 August 3, 2024 July 29, 2023

Merchandise division sales (1)

6 unchanged sentences

Other sales (3)

6,569 6,612 17,233 16,068

Net Sales $ 1,548,980 $ 1,583,077 $ 2,913,200 $ 2,966,686

(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 weeks ended April 29, 2023, for comparability purposes.

As a result, we have reclassified sales between divisions in the thirteen and twenty-six weeks ended July 29, 2023, for comparability purposes.

This reclassification is in divisional presentation only and did not impact the overall net sales balances previously disclosed.

(2) E-commerce sales consisted of 9.0 % and 8.2 % for the thirteen weeks ended May 4, 2024 and April 29, 2023, respectively.

(2) E-commerce sales consisted of 9.7 % and 9.4 % for the thirteen and twenty-six weeks ended August 3, 2024, respectively, and 9.4 % and 8.8 % for the thirteen and twenty-six weeks ended July 29, 2023, respectively.

(3) Other sales consisted primarily of the gift card breakage income, credit card bounties and royalties, shipping income, net hunting and fishing license income, sales return allowance and other items.

2 unchanged sentences

The following is a reconciliation of the gift card liability (amounts in thousands):

Thirteen Weeks Ended

May 4, 2024 April 29, 2023

Thirteen Weeks Ended Twenty-Six Weeks Ended

August 3, 2024 July 29, 2023 August 3, 2024 July 29, 2023

Gift card liability, beginning balance $ 82,269 $ 78,112 $ 94,155 $ 90,650

5 unchanged sentences

Our debt consisted of the following (amounts in thousands) as of:

May 4, 2024 February 3, 2024 April 29, 2023

August 3, 2024 February 3, 2024 July 29, 2023

ABL Facility, due March 2029 $ — $ — $ —

8 unchanged sentences

(1) Deferred loan costs are related to the Term Loan and Notes.

As of May 4, 2024, February 3, 2024 and April 29, 2023, the balance in deferred loan costs related to the ABL Facility (as defined below) was approximately $ 7.2 million, $ 2.1 million and $ 2.9 million, respectively, and was included in other noncurrent assets on our consolidated balance sheets.

Total amortization of deferred loan costs was $ 0.6 million for each of the thirteen weeks ended May 4, 2024 and April 29, 2023.

Total expenses related to accretion of original issuance discount was $ 0.1 million for the thirteen weeks ended May 4, 2024 and April 29, 2023, respectively.

As of August 3, 2024, February 3, 2024 and July 29, 2023, the balance in deferred loan costs related to the ABL Facility (as defined below) was approximately $ 6.9 million, $ 2.1 million and $ 2.6 million, respectively, and was included in other noncurrent assets on our consolidated balance sheets.

Total amortization of deferred loan costs was $ 0.6 million and $ 1.2 million for the thirteen and twenty-six weeks ended August 3, 2024, respectively, and $ 0.6 million and $ 1.2 million for the thirteen and twenty-six weeks ended July 29, 2023, respectively.

Total expenses related to accretion of original issuance discount was $ 0.0 and $ 0.1 million for the thirteen and twenty-six weeks ended August 3, 2024, respectively, and $ 0.1 million and $ 0.2 million for the thirteen and twenty-six weeks ended July 29, 2023, respectively.

The expenses related to amortization of deferred loan costs and accretion of original issuance discount are included in interest expense, net on the consolidated statements of income.

12 unchanged sentences

Quarterly principal payments of $ 750 thousand are required through September 30, 2027 and borrowings mature on November 6, 2027.

As of May 4, 2024, the weighted average interest rate was 9.19 %, with interest payable monthly.

As of August 3, 2024, the weighted average interest rate was 9.19 %, with interest payable monthly.

The terms and conditions of the Term Loan also require that the outstanding balance under the Term Loan is prepaid under certain circumstances.

As of May 4, 2024, no prepayment was due under the terms and conditions of the Term Loan.

As of August 3, 2024, no prepayment was due under the terms and conditions of the Term Loan.

On November 6, 2020, Academy, Ltd.

11 unchanged sentences

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 May 4, 2024, we had outstanding letters of credit of approximately $ 11.6 million, all of which were issued under the ABL Facility, and we had no borrowings outstanding under the ABL Facility, leaving an available borrowing capacity under the ABL Facility of $ 981.2 million.

As of August 3, 2024, we had outstanding letters of credit of approximately $ 9.3 million, all of which were issued under the ABL Facility, and we had no borrowings outstanding under the ABL Facility, leaving an available borrowing capacity under the ABL Facility of $ 990.7 million.

Borrowings under the ABL Facility bear interest, at our election, at either (1) Adjusted Term SOFR 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 Adjusted Term SOFR rate plus 1.00 %, plus a margin of 0.25 % to 0.75 %.

1 unchanged sentence

The terms and conditions of the ABL Facility also require that we prepay outstanding loans under the ABL Facility under certain circumstances.

As of May 4, 2024, no future prepayments of outstanding loans have been triggered under the terms and conditions of the ABL Facility.

As of August 3, 2024, no future prepayments of outstanding loans have been triggered under the terms and conditions of the ABL Facility.

In connection with the reduction of two lenders who dropped out of the ABL Facility, the Company wrote off $ 0.4 million of deferred loan costs related to the ABL Facility.

2 unchanged sentences

These covenants are subject to certain qualifications and limitations.

We were in compliance with these covenants as of May 4, 2024.

We were in compliance with these covenants as of August 3, 2024.

Fair Value Measurements

9 unchanged sentences

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 May 4, 2024, February 3, 2024 and April 29, 2023, we held $ 324.0 million, $ 303.4 million and $ 42.3 million in money market funds, respectively.

Government treasury bills and securities, which are classified as cash and cash equivalents on the condensed consolidated balance sheets and are redeemable on demand.

As of August 3, 2024, February 3, 2024 and July 29, 2023, we held $ 254.7 million, $ 303.4 million and $ 145.7 million in money market funds, respectively.

The fair value of the Term Loan and Notes 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 May 4, 2024, February 3, 2024, and April 29, 2023, the estimated fair value of the Term Loan and Notes was $ 0.5 billion, $ 0.5 billion and $ 0.6 billion, respectively.

As of August 3, 2024, February 3, 2024, and July 29, 2023, the estimated fair value of the Term Loan and Notes was $ 0.5 billion, $ 0.5 billion and $ 0.6 billion, respectively.

As borrowings on the ABL Facility are generally repaid in less than 12 months, we believe that fair value approximates the carrying value.

1 unchanged sentence

Property and equipment consists of the following (amounts in thousands) as of:

May 4, 2024 February 3, 2024 April 29, 2023

August 3, 2024 February 3, 2024 July 29, 2023

Leasehold improvements $ 605,746 $ 571,785 $ 499,499

6 unchanged sentences

Property and equipment, net $ 470,752 $ 445,209 $ 404,967

Depreciation expense was $ 28.9 million and $ 26.3 million in the thirteen weeks ended May 4, 2024 and April 29, 2023, respectively.

Depreciation expense was $ 28.9 million and $ 57.8 million in the thirteen and twenty-six weeks ended August 3, 2024, respectively, and $ 25.7 million and $ 52.0 million in the thirteen and twenty-six weeks ended July 29, 2023, respectively.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (amounts in thousands) as of:

May 4, 2024 February 3, 2024 April 29, 2023

August 3, 2024 February 3, 2024 July 29, 2023

Accrued interest $ 6,964 $ 6,717 $ 7,453

18 unchanged sentences

On June 1, 2023, our stockholders approved the First Amendment to the 2020 Omnibus Incentive Plan, which, among other changes, increased the number of shares available for issuance thereunder by 2,600,000 shares.

As of May 4, 2024, there were 4,132,613 shares that were authorized and available for future issuance under the 2020 Omnibus Incentive Plan.

As of August 3, 2024, there were 4,112,148 shares that were authorized and available for future issuance under the 2020 Omnibus Incentive Plan.

On September 29, 2020, the ASO, Inc.

Board of Directors adopted the 2020 Employee Stock Purchase Plan (the "ESPP"), which became effective on October 1, 2020.

We have reserved a total of 2,000,000 shares under the ESPP and as of May 4, 2024, there were 1,593,760 shares authorized and available for future issuance under the ESPP.

Equity compensation expense was $ 6.1 million and $ 11.4 million for the thirteen weeks ended May 4, 2024 and April 29, 2023, respectively.

We have reserved a total of 2,000,000 shares under the ESPP and as of August 3, 2024, there were 1,531,484 shares authorized and available for future issuance under the ESPP.

Equity compensation expense was $ 8.0 million and $ 14.1 million for the thirteen and twenty-six weeks ended August 3, 2024, respectively.

Equity compensation expense was $ 8.5 million and $ 19.9 million for the thirteen and twenty-six weeks ended July 29, 2023, respectively.

These costs are included in selling, general and administrative expenses in the consolidated statements of income.

1 unchanged sentence

In such cases, expensing of Awards is accelerated through the retirement eligibility date.

The following table presents the Award grants during the thirteen weeks ended May 4, 2024:

The following table presents the Award grants during the twenty-six weeks ended August 3, 2024:

Service Restricted Stock Units Performance Restricted Stock Units

2 unchanged sentences

Weighted average exercise price per Award N/A N/A

The following table presents the unrecognized compensation cost as of May 4, 2024:

The following table presents the unrecognized compensation cost as of August 3, 2024:

Service Options Service Restricted Stock Units Performance Restricted Stock Units

6 unchanged sentences

Basic and diluted weighted average common shares outstanding and basic and diluted earnings per common share are calculated as follows (amounts in thousands except per share amounts):

Thirteen Weeks Ended

May 4, 2024 April 29, 2023

Thirteen Weeks Ended Twenty-Six Weeks Ended

August 3, 2024 July 29, 2023 August 3, 2024 July 29, 2023

Net income $ 142,588 $ 157,075 $ 219,053 $ 251,045

11 unchanged sentences

Technology Related and Other Commitments

As of May 4, 2024, we have obligations under technology-related, construction and other contractual commitments in the amount of $ 95.0 million.

As of August 3, 2024, we have obligations under technology-related, construction and other contractual commitments in the amount of $ 91.4 million.

Of such commitments, approximately $ 52.0 million is payable in the next 12 months.

10 unchanged sentences

We believe, taking into consideration our indemnities, defenses, 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.

In addition, government agencies and self-regulatory organizations have the ability to conduct periodic examinations of and administrative proceedings regarding our business.

In May and December 2023, U.S.

Customs and Border Protection (the "CBP") notified us we owed additional duties relating to certain products that we imported from China that CBP believes are subject to certain anti-dumping and/or countervailing duties.

We do not believe that these products are subject to such duties and are contesting CBP’s determination vigorously.

While we contest CBP’s determination, we were required to deposit with CBP an amount of duties relating to these products, which are included in prepaid expenses and other current assets on the Company’s consolidated balance sheet while this matter is pending.

We anticipate that this matter will be resolved without a material adverse effect on our financial position, results of operations or cash flows.

However, the ultimate outcome of this matter cannot be determined at this time, and we cannot assure you that we will be successful in contesting CBP's determination or that we will not need to accrue or pay additional amounts in the future.

There have been no material developments during the fiscal quarter ended May 4, 2024, with respect to any of the matters discussed under the heading "Legal Proceedings" in the Annual Report.

In addition, government agencies and self-regulatory organizations have the ability to conduct periodic examinations of and administrative proceedings regarding our busines s.

As previously disclosed, in May and December 2023, U.S.

Customs and Border Protection ("CBP") notified us that we owed additional duties relating to certain products that we imported from China that CBP believed were subject to certain anti-dumping and/or countervailing dutie s.

While we contested CBP’s determination, we were required to deposit with CBP duties relating to these products (the “AD/CVD deposits”), which are included in prepaid expenses and other current assets on the Company’s consolidated balance sheet.

In January 2024, we requested a changed circumstances review of CBP’s determination by the U.S.

Department of Commerce (the “DOC”).

In April 2024, the DOC made a determination in the Company’s favor in connection with the changed circumstances review, and in May 2024, instructed CBP to begin the process of issuing refunds to the Company on the AD/CVD deposits.

For additional details, see “Note 11, Subsequent Events” below.

Other than as discussed above, there have been no material developments during the fiscal quarter ended August 3, 2024, wi th respect to any of the matters discussed under the heading "Legal Proceedings" in the Annual Report.

We are not currently party to any other legal proceedings that we believe would have a material adverse effect on our financial position, results of operations or cash flows.

3 unchanged sentences

These agreements typically contain a one to three-year term and contractual payment amounts required to be paid by the Company.

As of May 4, 2024, we have $ 13.3 million in related commitments through 2027, of which $ 5.6 million is payable in the next 12 months.

As of August 3, 2024, we have $ 12.7 million in related commitments through 2027, of which $ 6.1 million is payable in the next 12 months.

Subsequent Events

Our management evaluated events or transactions that occurred after May 4, 2024 through June 11, 2024, the issuance date of the consolidated financial statements, and identified the following matters to report:

On June 6, 2024, the Company's Board of Directors declared a quarterly cash dividend with respect to the fiscal quarter ended May 4, 2024, of $ 0.11 per share of the Company's common stock, payable on July 18, 2024, to stockholders of record as of the close of business on June 20, 2024.

Our management evaluated events or transactions that occurred after August 3, 2024 through September 10, 2024, the issuance date of the consolidated financial statements, and identified the following matters to report:

Resolution of CBP Matter

As discussed above in Note 10, in May and December 2023, CBP notified us that we owed additional duties relating to certain products that we imported from China that CBP believed were subject to certain anti-dumping and/or countervailing duties.

While we contested CBP’s determination, we were required to deposit the AD/CVD deposits, which were included in prepaid expenses and other current assets on the Company’s consolidated balance sheet.

In January 2024, we requested a changed circumstances review of CBP’s determination by the DOC.

In August 2024, subsequent to the period covered by this report, the Company received a full refund of the AD/CVD deposits.

This matter is now resolved, and the refund will be recorded as cash within cash and cash equivalents on our unaudited condensed consolidated balance sheet for the quarter ending November 2, 2024.

Declaration of Dividend

On September 5, 2024, the Company's Board of Directors declared a quarterly cash dividend with respect to the fiscal quarter ended August 3, 2024, of $ 0.11 per share of the Company's common stock, payable on October 17, 2024, to stockholders of record as of the close of business on September 19, 2024.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements