What changed in this filing

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Item 1. Financial Statements

2025-09-02 compared with 2025-06-10 · 84 added, 59 removed, 336 unchanged (30% of the section changed)

3 unchanged sentences

(Dollar amounts in thousands, except per share data)

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

August 2, 2025 February 1, 2025 August 3, 2024

CURRENT ASSETS:

28 unchanged sentences

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

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

68,332,961 and 70,915,916 issued and outstanding as of August 2, 2025, February 1, 2025 and August 3, 2024, respectively.

Additional paid-in capital 255,517 247,094 244,584

6 unchanged sentences

(Amounts in thousands, except per share data)

Thirteen Weeks Ended

May 3, 2025 May 4, 2024

Thirteen Weeks Ended Twenty-Six Weeks Ended

August 2, 2025 August 3, 2024 August 2, 2025 August 3, 2024

NET SALES $ 1,599,838 $ 1,548,980 $ 2,951,247 $ 2,913,200

30 unchanged sentences

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

Net income — — — 125,434 125,434

Equity compensation — — 7,602 — 7,602

Repurchase of common stock for retirement — — — — —

Settlement of vested Restricted Stock Units, net of shares withheld 46 1 ( 420 ) — ( 419 )

Issuance of common stock under employee stock purchase plan 73 2 2,779 — 2,781

Stock option exercises, net of shares withheld 40 1 1,168 — 1,169

Cash dividends declared, $ 0.13 per share

— — — ( 8,649 ) ( 8,649 )

Balances as of August 2, 2025 66,625 $ 666 $ 255,517 $ 1,818,967 $ 2,075,150

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 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

See Condensed Notes to Consolidated Financial Statements

2 unchanged sentences

(Amounts in thousands)

Thirteen Weeks Ended

May 3, 2025 May 4, 2024

Twenty-Six Weeks Ended

August 2, 2025 August 3, 2024

CASH FLOWS FROM OPERATING ACTIVITIES:

27 unchanged sentences

Proceeds from exercise of stock options 2,646 3,575

Proceeds from issuance of common stock under employee stock purchase program 2,781 2,819

Taxes paid related to net share settlement of equity awards ( 3,748 ) ( 3,412 )

2 unchanged sentences

Net cash used in financing activities ( 116,217 ) ( 240,636 )

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

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 11,931 ( 23,352 )

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

16 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 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.

As of August 2, 2025, we operated 306 “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.

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

Summary of Significant Accounting Policies

4 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 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 results of operations for the thirteen and twenty-six weeks ended August 2, 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.

11 unchanged sentences

Reclassifications

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 May 4, 2024 for comparability purposes.

Within the merchandise division sales table presented in Note 3, certain products and categories were recategorized in the current fiscal year 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 twenty-six weeks ended August 3, 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 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.

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 previously approved 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 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 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

May 3, 2025 May 4, 2024

Thirteen Weeks Ended Twenty-Six Weeks Ended

August 2, 2025 August 3, 2024 August 2, 2025 August 3, 2024

Shares repurchased — 1,809,856 2,080,772 3,793,823

1 unchanged sentence

$ — $ 98.8 $ 99.9 $ 222.3

(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.

(1) Includes estimated excise tax fees of $ 0.0 million and $ 0.9 million for the thirteen and twenty-six weeks ended August 2, 2025, respectively, and $ 0.9 million and $ 2.0 million for the thirteen and twenty-six weeks ended August 3, 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.

As of August 2, 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 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.

Our liability associated with these arrangements, which is presented within accounts payable on the Condensed Consolidated Balance Sheets, was $ 2.1 million, $ 3.8 million and $ 5.1 million as of August 2, 2025, February 1, 2025 and August 3, 2024, respectively.

Recent Accounting Pronouncements

Income Tax Regulations

On July 4, 2025, an Act to provide for reconciliation pursuant to title II of H.

14, commonly referred to as the One Big Beautiful Bill Act (“OBBBA”), was enacted into law in the United States.

The OBBBA introduces significant changes to U.S.

tax law, including full deductibility of qualified capital expenditures, full deductibility of domestic research and development expenditures, changes to the business interest limitation, and modifications to the international tax framework.

For the fiscal year ending January 31, 2026, the Company anticipates a material decrease to the current tax expense and corresponding increase to deferred tax expense that results in no net impact to the effective tax rate.

Accounting Guidance Adopted

11 unchanged sentences

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):

In November 2024, 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.

5 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 3, 2025 May 4, 2024

Thirteen Weeks Ended Twenty-Six Weeks Ended

August 2, 2025 August 3, 2024 August 2, 2025 August 3, 2024

Merchandise division sales (1)

6 unchanged sentences

Other sales (3)

6,746 6,569 15,202 17,233

Net Sales $ 1,599,838 $ 1,548,980 $ 2,951,247 $ 2,913,200

(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 May 4, 2024, for comparability purposes.

(1) Certain products and categories were recategorized in the current fiscal year 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 twenty-six weeks ended August 3, 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 10.0 % and 9.0 % for the thirteen weeks ended May 3, 2025 and May 4, 2024, respectively.

(2) E-commerce sales consisted of 10.9 % and 10.5 % of merchandise sales for the thirteen and twenty-six weeks ended August 2, 2025, respectively, and 9.7 % and 9.4 % for the thirteen and twenty-six weeks ended August 3, 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.

5 unchanged sentences

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

Thirteen Weeks Ended

May 3, 2025 May 4, 2024

Thirteen Weeks Ended Twenty-Six Weeks Ended

August 2, 2025 August 3, 2024 August 2, 2025 August 3, 2024

Gift card liability, beginning balance $ 85,312 $ 82,269 $ 96,469 $ 94,155

5 unchanged sentences

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

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

August 2, 2025 February 1, 2025 August 3, 2024

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

8 unchanged sentences

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

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 %.

Academy Ltd., as borrower, and certain wholly-owned subsidiaries, as guarantors, entered into an asset-based revolving credit facility, dated March 8, 2024 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 secured overnight financing rate (“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 %.

The ABL Facility also provides a fee applicable to the unused commitments of 0.375 %.

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 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.

As of August 2, 2025, no future prepayments of outstanding loans have been triggered under the terms and conditions of the ABL Facility.

As of August 2, 2025, we had outstanding letters of credit of approximately $ 9.1 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 $ 990.9 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”).

1 unchanged sentence

“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.

As of August 2, 2025, the weighted average interest rate was 8.19 %, 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.

As of August 2, 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.

2 unchanged sentences

These covenants are subject to certain qualifications and limitations.

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

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

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

As of August 2, 2025, February 1, 2025 and August 3, 2024, we held $ 250.2 million, $ 256.9 million and $ 254.7 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 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 of August 2, 2025, February 1, 2025, and August 3, 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.

1 unchanged sentence

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

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

August 2, 2025 February 1, 2025 August 3, 2024

Leasehold improvements $ 709,739 $ 663,869 $ 605,746

6 unchanged sentences

Property and equipment, net $ 584,045 $ 525,136 $ 470,752

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

Depreciation expense was $ 31.0 million and $ 61.2 million in the thirteen and twenty-six weeks ended August 2, 2025, respectively, and $ 28.9 million and $ 57.8 million in the thirteen and twenty-six weeks ended August 3, 2024, respectively.

Accrued Expenses and Other Current Liabilities

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

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

August 2, 2025 February 1, 2025 August 3, 2024

Accrued interest $ 7,191 $ 7,634 $ 6,964

14 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 3, 2025, there were 3,585,481 shares that were authorized and available for future issuance under the 2020 Omnibus Incentive Plan.

As of August 2, 2025, there were 3,556,643 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 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.

We have reserved a total of 2,000,000 shares and as of August 2, 2025, there were 1,402,072 shares authorized and available for future issuance under the ESPP.

Equity compensation expense was $ 7.6 million and $ 15.1 million for the thirteen and twenty-six weeks ended August 2, 2025, respectively.

Equity compensation expense was $ 8.0 million and $ 14.1 million for the thirteen and twenty-six weeks ended August 3, 2024, 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 3, 2025:

The following table presents the Award grants during the twenty-six weeks ended August 2, 2025:

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 3, 2025:

The following table presents the unrecognized compensation cost as of August 2, 2025:

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 3, 2025 May 4, 2024

Thirteen Weeks Ended Twenty-Six Weeks Ended

August 2, 2025 August 3, 2024 August 2, 2025 August 3, 2024

Net income $ 125,434 $ 142,588 $ 171,518 $ 219,053

11 unchanged sentences

Technology Related and Other Commitments

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

As of August 2, 2025, we have obligations under technology-related, construction and other contractual commitments in the amount of $ 121.5 million.

Of such commitments, approximately $ 63.3 million is payable in the next 12 months.

11 unchanged sentences

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.

There have been no material developments during the fiscal quarter ended August 2, 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.

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 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

10 unchanged sentences

Subsequent Events

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.

Our management evaluated events or transactions that occurred after August 2, 2025 through September 2, 2025, the issuance date of the consolidated financial statements, and identified the following matter to report:

On August 28, 2025, the Company's Board of Directors declared a quarterly cash dividend with respect to the fiscal quarter ended August 2, 2025, of $ 0.13 per share of the Company's common stock, payable on October 9, 2025, to stockholders of record as of the close of business on September 11, 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