What changed in this filing

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Item 1. Financial Statements

2025-06-10 compared with 2024-12-10 · 96 added, 167 removed, 299 unchanged (47% of the section changed)

3 unchanged sentences

(Dollar amounts in thousands, except per share data)

November 2, 2024 February 3, 2024 October 28, 2023

May 3, 2025 February 1, 2025 May 4, 2024

CURRENT ASSETS:

28 unchanged sentences

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

74,349,927 and 74,143,759 issued and outstanding as of November 2, 2024, February 3, 2024 and October 28, 2023, respectively.

68,332,961 and 72,590,530 issued and outstanding as of May 3, 2025, February 1, 2025 and May 4, 2024, respectively.

Additional paid-in capital 244,388 247,094 240,559

6 unchanged sentences

(Amounts in thousands, except per share data)

Thirteen Weeks Ended Thirty-Nine Weeks Ended

November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023

Thirteen Weeks Ended

May 3, 2025 May 4, 2024

NET SALES $ 1,351,409 $ 1,364,220

30 unchanged sentences

Balances as of May 3, 2025 66,466 $ 662 $ 244,388 $ 1,702,182 $ 1,947,232

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

Net income — — — 65,763 65,763

Equity compensation — — 6,296 — 6,296

Repurchase of common stock for retirement ( 1,044 ) ( 10 ) ( 4,544 ) ( 49,808 ) ( 54,362 )

Settlement of vested Restricted Stock Units, net of shares withheld 45 — ( 1,059 ) — ( 1,059 )

Stock option exercises, net of shares withheld 15 — 234 — 234

Cash dividends declared, $0.11 per share

— — — ( 7,739 ) ( 7,739 )

Balances as of November 2, 2024 69,932 $ 699 $ 245,511 $ 1,715,317 $ 1,961,527

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

Shares Amount

Balances as of January 28, 2023 76,712 $ 767 $ 216,209 $ 1,411,330 $ 1,628,306

Net income — — — 93,970 93,970

Equity compensation — — 11,382 — 11,382

Repurchase of common stock for retirement ( 750 ) ( 8 ) ( 2,450 ) ( 47,806 ) ( 50,264 )

Settlement of vested Restricted Stock Units, net of shares withheld 93 1 ( 2,470 ) — ( 2,469 )

Stock option exercises, net of shares withheld 385 4 6,962 — 6,966

Cash dividends declared, $ 0.09 per share

— — — ( 6,929 ) ( 6,929 )

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

Balances as of February 3, 2024 74,350 $ 743 $ 242,098 $ 1,711,809 $ 1,954,650

Net income — — — 76,465 $ 76,465

5 unchanged sentences

— — — ( 8,182 ) $ ( 8,182 )

Balances as of October 28, 2023 74,144 $ 741 $ 239,447 $ 1,552,899 $ 1,793,087

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

See Condensed Notes to Consolidated Financial Statements

2 unchanged sentences

(Amounts in thousands)

Thirty-Nine Weeks Ended

November 2, 2024 October 28, 2023

Thirteen Weeks Ended

May 3, 2025 May 4, 2024

CASH FLOWS FROM OPERATING ACTIVITIES:

7 unchanged sentences

Write off of deferred loan costs — 449

Gain on disposal of property and equipment — ( 363 )

Changes in assets and liabilities:

11 unchanged sentences

Purchases of intangible assets ( 158 ) ( 128 )

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

Net cash used in investing activities ( 50,988 ) ( 32,355 )

5 unchanged sentences

Proceeds from exercise of stock options 1,516 2,789

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 ( 3,328 ) ( 2,839 )

2 unchanged sentences

Net cash used in financing activities ( 110,309 ) ( 137,097 )

NET DECREASE IN CASH AND CASH EQUIVALENTS ( 51,924 ) ( 62,318 )

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS ( 3,825 ) 30,225

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 288,929 347,920

CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 285,104 $ 378,145

ACADEMY SPORTS AND OUTDOORS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

Thirty-Nine Weeks Ended

November 2, 2024 October 28, 2023

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

9 unchanged sentences

All references to “we,” “us,” “our” or the “Company” in the financial statements refer to 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.

We conduct our operations primarily through our indirect subsidiary, Academy, Ltd., a Texas limited partnership doing business as “Academy Sports + Outdoors”, or Academy, Ltd.

All of the Company's sales and business operations occur at Academy, Ltd., and Academy, Ltd.

is also the borrower and/or issuer of the Company's long-term debt and lessee of facilities.

is also the borrower and/or issuer of the Company's long-term debt and the lessee of the Company’s facilities.

Our fiscal year represents the 52 or 53 weeks ending on the Saturday closest to January 31.

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 November 2, 2024, we operated 293 "Academy Sports + Outdoors" retail locations in 19 states and three distribution centers located in Katy, Texas, Twiggs County, Georgia and Cookeville, Tennessee.

As of May 3, 2025, we operated 303 “Academy Sports + Outdoors” retail locations in 21 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.

3 unchanged sentences

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 included in the Company's Annual Report on Form 10-K for the fiscal year ended February 3, 2024, as filed with the Securities and Exchange Commission on March 21, 2024 (the "Annual Report").

These condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended February 1, 2025, as filed with the Securities and Exchange Commission (the “SEC”) on March 20, 2025 (the “Annual Report”).

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 November 2, 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 weeks ended May 3, 2025 are not necessarily indicative of the results that will be realized for the fiscal year ending January 31, 2026 or any other period.

The balance sheet as of February 1, 2025 has been derived from our audited financial statements as of that date.

2 unchanged sentences

These unaudited condensed consolidated financial statements include the accounts of ASO, Inc.

and its subsidiaries, New Academy Holding Company, LLC ("NAHC"), Academy Managing Co., L.L.C., Associated Investors, L.L.C., Academy, Ltd., the Company's operating company, Academy Procurement Co., LLC, Mason Creek Insurance Co., LLC and Academy International Limited.

and its subsidiaries, New Academy Holding Company, LLC (“NAHC”), Academy Managing Co., L.L.C., Associated Investors, L.L.C., Academy, Ltd., the Company’s operating company, Academy International Limited, Mason Creek Insurance Co., LLC, and Academy Procurement Co., LLC.

NAHC, Academy Managing Co., LLC, and Associated Investors, LLC are intermediate holding companies.

7 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 and thirty-nine weeks ended October 28, 2023 for comparability purposes.

As a result, we have reclassified sales between divisions in the thirteen weeks ended May 4, 2024 for comparability purposes.

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

Share Repurchases

On November 29, 2023, the Board of Directors approved a new share repurchase program (the "2023 Share Repurchase Program") under which the Company was authorized to purchase up to $ 600 million of its outstanding shares during the three-year period ending November 29, 2026.

Under the 2023 Share Repurchase Program, repurchases could be made using a variety of methods, which may include open market purchases, block trades, privately negotiated transactions, accelerated share repurchase programs and/or Rule 10b5-1 or other non-discretionary trading plans, all in compliance with the rules of the SEC and other applicable legal requirements.

The timing, manner, price and amount of any common share repurchases under the 2023 Share Repurchase Program are determined by the Company in its discretion and depend on a variety of factors, including legal requirements, price and economic and market conditions.

The 2023 Share Repurchase Program did not obligate the Company to acquire any particular number of common shares, and the program may be suspended, extended, modified or discontinued at any time.

On November 29, 2023, the Board of Directors approved a share repurchase program (the “2023 Share Repurchase Program”) under which the Company was authorized to purchase up to $ 600 million of its outstanding shares during the three-year period ending November 29, 2026.

On December 4, 2024, the Company’s Board of Directors approved a new share repurchase program under which the Company is authorized to purchase up to $ 700 million of its outstanding shares during the three-year period ending December 4, 2027 (the “2024 Share Repurchase Program”), and which replaces the 2023 Share Repurchase Program.

Under the 2024 Share Repurchase Program, repurchases can be made using a variety of methods, which may include open market purchases, block trades, accelerated share repurchase programs, privately negotiated transactions and/or Rule 10b5-1 or other non-discretionary trading plans, all in compliance with the rules of the SEC and other applicable legal requirements.

The timing, manner, price and amount of any common share repurchases under the 2024 Share Repurchase Program will be determined by the Company in its discretion and will depend on a variety of factors, including legal requirements, price, economic and market conditions.

The 2024 Share Repurchase Program does not obligate the Company to acquire any particular number of common shares, and the program may be suspended, extended, modified or discontinued at any time.

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

Thirteen Weeks Ended Thirty-Nine Weeks Ended

November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023

Thirteen Weeks Ended

May 3, 2025 May 4, 2024

Shares repurchased 2,080,772 1,983,967

1 unchanged sentence

$ 99.9 $ 123.5

(1) Includes estimated excise tax fees of $ 0.9 million and $ 2.9 million for the thirteen and thirty-nine weeks ended November 2, 2024, respectively, and $ 0.3 million and $ 1.5 million for the thirteen and thirty-nine weeks ended October 28, 2023, respectively.

As of November 2, 2024, we had $ 423.0 million available under the 2023 Share Repurchase Program.

(1) Includes estimated excise tax fees of $ 0.9 million and $ 1.1 million for the thirteen weeks ended May 3, 2025 and May 4, 2024, respectively.

The Company allocates the excess of the repurchase price over the par value of shares acquired to Retained Earnings and Additional Paid-in Capital.

The portion allocated to Additional Paid-in Capital is determined by dividing the number of shares to be retired by the number of shares issued multiplied by the balance of Additional Paid-in Capital as of the retirement date.

As of May 3, 2025, we had $ 536.5 million available for share repurchases pursuant to the 2024 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 condensed consolidated balance sheets, was $ 2.5 million, $ 7.2 million and $ 6.9 million as of November 2, 2024, February 3, 2024 and October 28, 2023, respectively.

Our liability associated with these arrangements, which is presented within accounts payable on the Consolidated Balance Sheets, was $ 3.3 million, $ 3.8 million and $ 3.2 million as of May 3, 2025, February 1, 2025 and May 4, 2024, respectively.

Recent Accounting Pronouncements

Improvements to Income Tax Disclosures

In December 2023, the FASB issued ASU 2023-09:

Improvements to Income Tax Disclosures.

This pronouncement is intended to enhance the transparency and decision usefulness of income tax disclosures and establishes new income tax disclosure requirements, including requiring disaggregation of a reporting entity’s effective tax rate reconciliation and disaggregation of the income taxes paid based on the applicable tax jurisdiction.

The new guidance is effective for fiscal years beginning after December 15, 2024 and should be applied on a prospective basis with the option to apply the standard retrospectively.

The Company is currently evaluating the impact that the adoption of this accounting standard will have on its financial disclosures.

Segment Reporting

Accounting Guidance Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) :

2 unchanged sentences

The new guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and should be adopted retrospectively.

The Company is currently evaluating the impact that the adoption of this accounting standard will have on its financial disclosures.

Disaggregation of Income Statement Expense (DISE)

On November 4, the FASB issued ASU 2024-03, Disaggregation of Income Statement Expenses (DISE), which requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses.

The Company adopted ASU 2023-07 retrospectively, effective February 1, 2025.

The adoption of this standard did not have a material impact on the Company’s consolidated financial statement disclosures.

Accounting Guidance Not Yet Adopted

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

Improvements to Income Tax Disclosures .

The new guidance is effective for the annual periods for fiscal years beginning after December 15, 2024 and should be applied on a prospective basis with the option to apply the standard retrospectively.

The Company is currently evaluating the impact that the adoption of this accounting standard will have on its annual financial disclosures.

On November 4, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses (DISE ), which requires disclosures about specific types of expenses included in the expense captions presented on the face of the income statement as well as disclosures about selling expenses.

The new guidance is effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.

The requirements will be applied prospectively with the option for retrospective application.

The Company is currently evaluating the impact that the adoption of this accounting standard will have on its financial disclosures.

The Company is evaluating the impact of adopting ASU 2024-03 on its consolidated financial statements.

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.

1 unchanged sentence

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

November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023

Thirteen Weeks Ended

May 3, 2025 May 4, 2024

Merchandise division sales (1)

6 unchanged sentences

Other sales (3)

7,398 7,801 24,630 23,869

Net Sales $ 1,351,409 $ 1,364,220

(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 October 28, 2023, for comparability purposes.

As a result, we have reclassified sales between divisions in the thirteen weeks ended May 4, 2024, 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 8.8 % and 9.2 % for the thirteen and thirty-nine weeks ended November 2, 2024, respectively, and 9.4 % and 9.0 % for the thirteen and thirty-nine weeks ended October 28, 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) E-commerce sales consisted of 10.0 % and 9.0 % for the thirteen weeks ended May 3, 2025 and May 4, 2024, respectively.

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

We sell gift cards in stores, online and in third-party retail locations.

The gift cards we sell have no expiration dates.

A liability for gift cards, which is recorded in accrued expenses and other liabilities on our Consolidated 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.

Based on historical gift card redemption patterns, we believe we can reasonably estimate the amount of gift cards that have a remote likelihood of redemption.

These identified amounts are recorded as net sales and recognized in proportion to historical redemption trends, which is referred to as “breakage”.

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

Thirteen Weeks Ended Thirty-Nine Weeks Ended

November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023

Thirteen Weeks Ended

May 3, 2025 May 4, 2024

Gift card liability, beginning balance $ 96,469 $ 94,155

5 unchanged sentences

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

November 2, 2024 February 3, 2024 October 28, 2023

May 3, 2025 February 1, 2025 May 4, 2024

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

8 unchanged sentences

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

As of November 2, 2024, February 3, 2024 and October 28, 2023, the balance in deferred loan costs related to the ABL Facility (as defined below) was approximately $ 6.4 million, $ 2.1 million and $ 2.3 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 $ 1.8 million for the thirteen and thirty-nine weeks ended November 2, 2024, respectively, and $ 0.6 million and $ 1.8 million for the thirteen and thirty-nine weeks ended October 28, 2023, respectively.

Total expenses related to accretion of original issuance discount was $ 0.0 and $ 0.1 million for the thirteen and thirty-nine weeks ended November 2, 2024, respectively, and $ 0.1 million and $ 0.2 million for the thirteen and thirty-nine weeks ended October 28, 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 condensed consolidated statements of income.

We refer to the 2020 Term Loan and the amendments thereto collectively as the "Term Loan".

On November 6, 2020, Academy, Ltd.

entered into a seven-year $ 400.0 million senior secured term loan (the "2020 Term Loan").

On May 25, 2021, Academy, Ltd.

entered into Amendment No.

4 (the “Amendment”) to the Second Amended and Restated Credit Agreement, dated as of November 6, 2020, among Academy, Ltd., as Borrower, Credit Suisse AG, Cayman Islands Branch, as the administrative agent and collateral agent, the several lenders party thereto and the several other parties named therein.

Under the Amendment, the Term Loan bore interest, at Academy, Ltd.'s election, at either (1) LIBOR rate with a floor of 0.75 %, plus a margin of 3.75 %, 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 %.

On May 17, 2023, Academy, Ltd.

entered into a Conforming Changes Amendment to the Second Amended and Restated Credit Agreement, dated as of November 6, 2020, among Academy, Ltd., as Borrower, Credit Suisse AG, Cayman Islands Branch, as the administrative agent and collateral agent and the several lenders party thereto and the several other parties named therein, which updated the Term Loan benchmark base interest rate from LIBOR to Adjusted Term SOFR (as defined in the Conforming Changes Amendment to the Second Amended and Restated Credit Agreement).

The transition of our Term Loan to Adjusted Term SOFR became effective on August 1, 2023.

Borrowings under the Term Loan bear interest, at our election, at either (1) Adjusted Term SOFR with a floor of 0.75 % rate plus a margin of 3.75 % or (2) a base rate equal to the highest of (a) the federal funds rate plus 0.50 %, (b) the U.S.

"prime rate" announced by the administrative agent, or (c) the one-month Adjusted Term SOFR with a floor of 0.75 % rate, plus a margin of 3.75 %.

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

As of November 2, 2024, the weighted average interest rate was 8.88 %, 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 November 2, 2024, no prepayment was due under the terms and conditions of the Term Loan.

On November 6, 2020, Academy, Ltd.

issued $ 400.0 million of 6.00 % senior secured notes which are due November 15, 2027 (the "Notes"), pursuant to an indenture, dated as of November 6, 2020 (the "Indenture") with The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent.

The Notes require cash interest payments semi-annually in arrears on May 15 and November 15 of each year at a rate of 6.00 % per year.

We refer to the 2020 ABL Facility and the amendments thereto collectively as the "ABL Facility".

On November 6, 2020, Academy, Ltd., as borrower, and the guarantors, amended the previously existing secured asset-based revolving credit facility by entering into an amendment to the First Amended and Restated ABL Credit Agreement, dated as of November 6, 2020, with JPMorgan Chase Bank, N.A.

as the administrative agent and collateral agent, letter of credit issuer and swingline lender 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 to November 6, 2025 (the "2020 ABL Facility").

On March 30, 2023, Academy, Ltd., as borrower, and the guarantors, amended the 2020 ABL Facility by entering into an amendment to the First Amended and Restated ABL Credit Agreement, dated as of July 2, 2015, with JP Morgan Chase Bank, N.A.

as the ABL Agent and the several lenders party thereto, which ABL amendment updated its benchmark base interest rate from LIBOR to Adjusted Term SOFR.

On March 8, 2024, Academy, Ltd., as borrower, and New Academy Holding Company, LLC, Associated Investors, L.L.C.

and Academy Managing Co., L.L.C., as guarantors, entered into an amendment (the “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, and the several lenders party thereto, which ABL Amendment, among other things, extended the maturity of Academy’s asset-based revolving credit facility (the “ABL Credit Facility”) to March 8, 2029, unless (i) more than $ 100 million of the aggregate principal amount of the Notes or the Term Loan, or any refinancing thereof, in each case, is outstanding on the date that is 91 days prior to the earliest maturity date of any such indebtedness or (ii) equal to or less than $ 100 million of the aggregate principal amount of the Notes or the Term Loan, in either case, is outstanding on the date that is 91 days prior to the earliest maturity date of any such indebtedness and a Reserve (as defined in the ABL Amendment) in the ABL Credit Facility has not been taken for such amount, then the maturity date of the ABL Credit Facility will be the date that is 91 days earlier than the earlier maturity date of the Notes and the Term Loan.

The 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 November 2, 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.

Academy Ltd., as borrower, and certain wholly-owned subsidiaries, as guarantors, entered into an asset-based revolving credit facility, dated July 2, 2025, with JPMorgan Chase Bank, N.A., as the administrative agent and collateral agent and other lenders party thereto (as amended to date, the “ABL Facility”).

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 November 2, 2024, no future prepayments of outstanding loans have been triggered under the terms and conditions of the ABL Facility.

In connection with the ABL Amendment and 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.

As of May 3, 2025, no future prepayments of outstanding loans have been triggered under the terms and conditions of the ABL Facility.

As of May 3, 2025, we had outstanding letters of credit of approximately $ 10.8 million, all of which were issued under the ABL Facility, and we had no borrowings outstanding, leaving an available borrowing capacity under the ABL Facility of $ 989.2 million.

Academy, Ltd., as borrower, and certain wholly-owned subsidiaries, as guarantors, entered into a seven-year $ 400.0 million senior secured term loan with Credit Suisse AG, Cayman Island Branch, as the administrative agent and collateral agent and the several other lenders and parties named therein on November 6, 2020 (as amended to date, the “Term Loan”).

“prime rate” announced by the administrative agent, or (c) the one-month Adjusted Term SOFR with a floor of 0.75 % rate, plus a margin of 3.75 %.

As of May 3, 2025, the weighted average interest rate was 8.18 %, with interest payable monthly.

Quarterly principal payments of $ 750.0 thousand are required through September 30, 2027 and borrowings mature on November 6, 2027.

As of May 3, 2025, no prepayment was due under the terms and conditions of the Term Loan.

On November 6, 2020, Academy, Ltd., issued $ 400.0 million of 6.00 % senior secured notes which are due November 15, 2027 (the “Notes”), pursuant to an indenture, dated as of November 6, 2020, with the subsidiary guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent.

The Notes require cash interest payments semi-annually in arrears on May 15 and November 15 of each year at a rate of 6.00 % per year, which commenced on May 15, 2021.

The ABL Facility, Term Loan and Notes agreements contain covenants, including, among other things, covenants that may 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.

1 unchanged sentence

These covenants are subject to certain qualifications and limitations.

We were in compliance with these covenants as of November 2, 2024.

We were in compliance with these covenants as of May 3, 2025.

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 cash equivalents on the condensed consolidated balance sheets and are redeemable on demand.

As of November 2, 2024, February 3, 2024 and October 28, 2023, we he ld $ 245.1 million, $ 303.4 million and $ 224.0 million in money market funds, respectively.

Government treasury bills and securities, which are classified as cash and redeemable on demand.

As of May 3, 2025, February 1, 2025 and May 4, 2024, we held $ 227.5 million, $ 256.9 million and $ 324.0 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 November 2, 2024, February 3, 2024, and October 28, 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 May 3, 2025, February 1, 2025, and May 4, 2024, the estimated fair value of the Term Loan and Notes was $ 0.5 billion, $ 0.5 billion and $ 0.5 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.

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

November 2, 2024 February 3, 2024 October 28, 2023

May 3, 2025 February 1, 2025 May 4, 2024

Leasehold improvements $ 692,337 $ 663,869 $ 589,714

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Property and equipment, net $ 551,184 $ 525,136 $ 456,594

Depreciation expense was $ 29.3 million and $ 87.1 million in the thirteen and thirty-nine weeks ended November 2, 2024, respectively, and $ 27.4 million and $ 79.4 million in the thirteen and thirty-nine weeks ended October 28, 2023, respectively.

Depreciation expense was $ 30.2 million and $ 28.9 million in the thirteen weeks ended May 3, 2025 and May 4, 2024, respectively.

Accrued Expenses and Other Current Liabilities

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

November 2, 2024 February 3, 2024 October 28, 2023

May 3, 2025 February 1, 2025 May 4, 2024

Accrued interest $ 13,146 $ 7,634 $ 13,006

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Board of Directors adopted the 2020 Omnibus Incentive Plan (the “2020 Omnibus Incentive Plan”), which became effective on October 1, 2020.

The 2020 Omnibus 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 "Stock Option") and restricted units that may settle in ASO, Inc.

common stock (each, a "Restricted Stock Unit") to our directors, executives and eligible employees of the Company.

Awards granted under the 2020 Omnibus Incentive Plan consist of Stock Options that vest upon the satisfaction of time-based requirements (each, a "Service Option"), 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 time and performance and/or market based requirements (each, a "Performance Restricted Stock Unit").

The plan reserved a total of 5,150,000 shares of common stock for issuance.

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

As of November 2, 2024, there were 4,111,000 sha res that were authorized and available for future issuance under the 2020 Omnibus Incentive Plan.

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 3, 2025, there were 3,585,481 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 November 2, 2024, there were 1,531,484 shares authorized and available for future issuance under the ESPP.

Equity compensation expense was $ 6.3 million and $ 20.4 million for the thirteen and thirty-nine weeks ended November 2, 2024, respectively.

Equity compensation expense was $ 6.2 million and $ 26.1 million for the thirteen and thirty-nine weeks ended October 28, 2023, respectively.

We have reserved a total of 2,000,000 shares and as of May 3, 2025, there were 1,475,080 shares authorized and available for future issuance under the ESPP.

Equity compensation expense was $ 7.5 million and $ 6.1 million for the thirteen weeks ended May 3, 2025 and May 4, 2024, respectively.

These costs are included in selling, general and administrative expenses in the Consolidated Statements of Income.

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

The following table presents the Award grants during the thirty-nine weeks ended November 2, 2024:

The following table presents the Award grants during the thirteen weeks ended May 3, 2025:

Service Restricted Stock Units Performance Restricted Stock Units

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

The following table presents the unrecognized compensation cost as of November 2, 2024:

The following table presents the unrecognized compensation cost as of May 3, 2025:

Service Options Service Restricted Stock Units Performance Restricted Stock Units

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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 Thirty-Nine Weeks Ended

November 2, 2024 October 28, 2023 November 2, 2024 October 28, 2023

Thirteen Weeks Ended

May 3, 2025 May 4, 2024

Net income $ 46,084 $ 76,465

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Technology Related and Other Commitments

As of November 2, 2024, we have obligations under technology-related, construction and other contractual commitments in the amount of $ 107.9 million.

Of such commitments, approximately $ 52.3 million is p ayable in the next 12 months.

As of May 3, 2025, we have obligations under technology-related, construction and other contractual commitments in the amount of $ 131.5 million.

Of such commitments, approximately $ 75.4 million is payable in the next 12 months.

Financial Guarantees

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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 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.

In August 2024, the Company received a full refund of the AD/CVD deposits.

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

Other than as discussed above, there have been no material developments during the fiscal quarter ended November 2, 2024, wi th 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 business.

There have been no material developments during the fiscal quarter ended May 3, 2025, with 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.

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

As of November 2, 2024, we have $ 10.0 million in related commitments through 2027, of which $ 5.9 million is payable in the next 12 months.

As of May 3, 2025, we have $ 8.4 million in related commitments through 2027, of which $ 5.9 million is payable in the next 12 months.

Segment Information

The Company’s retail operations represent one operating segment and one reportable segment, which derives revenues from customers by selling full-line sporting goods and outdoor recreational products.

The Company’s retail stores and online selling channels sell similar products and services, use similar selling processes, and sell to similar classes of customers.

See Note 1 to the consolidated financial statements for information related to the products and services offered as well as business operations.

The accounting policies of the Company's single reportable segment are the same as those described in the summary of significant accounting policies in Note 2 to the consolidated financial statements.

All intercompany transactions within the single reportable segment are eliminated upon consolidation.

The Company’s chief operating decision maker (the “CODM”) is the Chief Executive Officer.

The CODM allocates resources and assesses performance at a Company level using consolidated net income, which is a GAAP measure, as reported on the Consolidated Statements of Income.

The CODM evaluates the Company's assets as reported on the Company's Consolidated Balance Sheets.

The CODM evaluates significant segment expenses and makes decisions about the retail business based on the cost of goods we sell and the selling, general, and administrative expenses needed to sell those goods as reported on the Consolidated Statements of Income.

See the Company's consolidated financial statements included in Part I Item 1 for more information.

Subsequent Events

Our management evaluated events or transactions that occurred after November 2, 2024 through December 10, 2024, the issuance date of the consolidated financial statements, and identified the following matters to report:

Declaration of Dividend

On December 4, 2024, the Company's Board of Directors declared a quarterly cash dividend with respect to the fiscal quarter ended November 2, 2024, of $ 0.11 per share of the Company's common stock, payable on January 15, 2025, to stockholders of record as of the close of business on December 18, 2024.

Share Repurchase Authorization

On December 4, 2024, the Company's Board of Directors authorized a new share repurchase program under which the Company is authorized to purchase up to $ 700 million of its outstanding shares during the three-year period ending December 4, 2027 (the "2024 Share Repurchase Program"), and which replaces the 2023 Share Repurchase Program.

Under the 2024 Share Repurchase Program repurchases can be made using a variety of methods, which may include open market purchases, block trades, accelerated share repurchase programs, privately negotiated transactions and/or Rule 10b5-1 or other non-discretionary trading plans, all in compliance with the rules of the SEC and other applicable legal requirements.

The 2024 Share Repurchase Program does not obligate the Company to acquire any particular number of common shares, and the program may be suspended, extended, modified or discontinued at any time.

Our management evaluated events or transactions that occurred after May 3, 2025 through June 10, 2025, the issuance date of the consolidated financial statements, and identified the following matter to report:

On June 5, 2025, the Company's Board of Directors declared a quarterly cash dividend with respect to the fiscal quarter ended May 3, 2025, of $ 0.13 per share of the Company's common stock, payable on July 17, 2025, to stockholders of record as of the close of business on June 19, 2025.

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