Item 1. Financial Statements
ITEM 1. FINANCIAL STATEMENTS
ACADEMY SPORTS AND OUTDOORS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollar amounts in thousands, except per share data)
November 1, 2025 February 1, 2025 November 2, 2024
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 289,487 $ 288,929 $ 295,996
Accounts receivable - less allowance for doubtful accounts of $ 2,195 , $ 2,752 and $ 2,609 , respectively
17,508 16,759 18,124
Merchandise inventories, net 1,701,163 1,308,840 1,524,978
Prepaid expenses and other current assets 64,754 95,621 68,884
Assets held for sale 20,658 — —
Total current assets 2,093,570 1,710,149 1,907,982
PROPERTY AND EQUIPMENT, NET 591,067 525,136 503,115
RIGHT-OF-USE ASSETS 1,226,518 1,173,075 1,189,116
TRADE NAME 579,588 579,007 578,815
GOODWILL 861,920 861,920 861,920
OTHER NONCURRENT ASSETS 61,321 51,676 50,830
Total assets $ 5,413,984 $ 4,900,963 $ 5,091,778
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable $ 793,558 $ 612,424 $ 764,489
Accrued expenses and other current liabilities 305,786 230,323 314,289
Current lease liabilities 124,685 115,134 130,236
Current maturities of long-term debt 3,000 3,000 3,000
Total current liabilities 1,227,029 960,881 1,212,014
LONG-TERM DEBT, NET 481,266 482,679 483,148
LONG-TERM LEASE LIABILITIES 1,260,067 1,185,741 1,173,158
DEFERRED TAX LIABILITIES, NET 272,733 256,815 250,970
OTHER LONG-TERM LIABILITIES 26,620 10,812 10,961
Total liabilities 3,267,715 2,896,928 3,130,251
COMMITMENTS AND CONTINGENCIES (NOTE 10)
STOCKHOLDERS' EQUITY:
Preferred stock, $ 0.01 par value, authorized 50,000,000 shares; none issued and outstanding
— — —
Common stock, $ 0.01 par value, authorized 300,000,000 shares; 66,676,966 ; 68,332,961 and 69,932,128 issued and outstanding as of November 1, 2025, February 1, 2025 and November 2, 2024, respectively
667 683 699
Additional paid-in capital 263,736 247,094 245,511
Retained earnings 1,881,866 1,756,258 1,715,317
Stockholders' equity 2,146,269 2,004,035 1,961,527
Total liabilities and stockholders' equity $ 5,413,984 $ 4,900,963 $ 5,091,778
See Condensed Notes to Consolidated Financial Statements
3
ACADEMY SPORTS AND OUTDOORS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(Amounts in thousands, except per share data)
Thirteen Weeks Ended Thirty-Nine Weeks Ended
November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024
NET SALES $ 1,383,696 $ 1,343,330 $ 4,334,942 $ 4,256,530
COST OF GOODS SOLD 890,287 886,617 2,805,931 2,785,299
GROSS MARGIN 493,409 456,713 1,529,011 1,471,231
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES 393,017 365,239 1,186,973 1,087,287
OPERATING INCOME 100,392 91,474 342,038 383,944
INTEREST EXPENSE, NET 8,984 9,149 27,057 27,706
WRITE OFF OF DEFERRED LOAN COSTS — — — 449
OTHER INCOME, NET 2,618 6,406 6,907 17,140
INCOME BEFORE INCOME TAXES 94,026 88,731 321,888 372,929
INCOME TAX EXPENSE 22,464 22,968 78,808 88,113
NET INCOME $ 71,562 $ 65,763 $ 243,080 $ 284,816
EARNINGS PER COMMON SHARE:
BASIC $ 1.07 $ 0.94 $ 3.64 $ 3.95
DILUTED $ 1.05 $ 0.92 $ 3.57 $ 3.86
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
BASIC 66,647 70,319 66,770 72,047
DILUTED 67,963 71,774 68,096 73,744
See Condensed Notes to Consolidated Financial Statements
4
ACADEMY SPORTS AND OUTDOORS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
(Amounts in thousands, except per share data)
Additional
Paid-In Capital Retained Earnings Total Stockholders' Equity
Common Stock
Shares Amount
Balances as of February 1, 2025 68,333 $ 683 $ 247,094 $ 1,756,258 $ 2,004,035
Net income — — — 46,084 46,084
Equity compensation — — 7,542 — 7,542
Repurchase of common stock for retirement ( 2,081 ) ( 20 ) ( 8,436 ) ( 91,444 ) ( 99,900 )
Settlement of vested Restricted Stock Units, net of shares withheld 163 ( 1 ) ( 3,300 ) — ( 3,301 )
Stock option exercises, net of shares withheld 51 — 1,488 — 1,488
Cash dividends declared, $ 0.13 per share
— — — ( 8,716 ) ( 8,716 )
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
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
Net income — — — 71,562 71,562
Equity compensation — — 7,580 — 7,580
Settlement of vested Restricted Stock Units, net of shares withheld 15 — ( 321 ) — ( 321 )
Stock option exercises, net of shares withheld 37 1 960 — 961
Cash dividends declared, $ 0.13 per share
— — — ( 8,663 ) ( 8,663 )
Balances as of November 1, 2025 66,677 $ 667 $ 263,736 $ 1,881,866 $ 2,146,269
5
ACADEMY SPORTS AND OUTDOORS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
(Amounts in thousands, except per share data)
Additional
Paid-In Capital Retained Earnings Total Stockholders' Equity
Common Stock
Shares Amount
Balances as of February 3, 2024 74,350 $ 743 $ 242,098 $ 1,711,809 $ 1,954,650
Net income — — — 76,465 76,465
Equity compensation — — 6,138 — 6,138
Repurchase of common stock for retirement ( 1,984 ) ( 19 ) ( 7,625 ) ( 115,856 ) ( 123,500 )
Settlement of vested Restricted Stock Units, net of shares withheld 98 1 ( 2,798 ) — ( 2,797 )
Stock option exercises, net of shares withheld 127 1 2,746 — 2,747
Cash dividends declared, $ 0.11 per share
— — — ( 8,182 ) ( 8,182 )
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
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
See Condensed Notes to Consolidated Financial Statements
6
ACADEMY SPORTS AND OUTDOORS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Amounts in thousands)
Thirty-Nine Weeks Ended
November 1, 2025 November 2, 2024
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 243,080 $ 284,816
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization 92,075 87,108
Non-cash lease expense 30,034 16,773
Equity compensation 22,724 20,389
Amortization of deferred loan and other costs 1,943 1,925
Deferred income taxes 15,917 ( 3,826 )
Write off of deferred loan costs — 449
Gain on disposal of property and equipment ( 3,634 ) —
Changes in assets and liabilities:
Accounts receivable, net ( 749 ) 1,247
Merchandise inventories, net ( 392,323 ) ( 330,819 )
Prepaid expenses and other current assets 28,813 14,566
Other noncurrent assets ( 10,751 ) ( 11,222 )
Accounts payable 171,553 214,264
Accrued expenses and other current liabilities 52,812 48,464
Income taxes payable 23,874 44,782
Other long-term liabilities 9,698 ( 1,004 )
Net cash provided by operating activities 285,066 387,912
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures ( 170,154 ) ( 135,866 )
Purchases of intangible assets ( 581 ) ( 579 )
Proceeds from the sale of property and equipment 4,706 —
Net cash used in investing activities ( 166,029 ) ( 136,445 )
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Revolving Credit Facilities — 3,900
Repayment of Revolving Credit Facilities — ( 3,900 )
Repayment of Term Loan ( 2,250 ) ( 2,250 )
Debt issuance fees — ( 5,690 )
Proceeds from exercise of stock options 3,606 3,809
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 ( 4,067 ) ( 4,471 )
Repurchase of common stock for retirement ( 99,031 ) ( 273,766 )
Dividends paid ( 26,028 ) ( 23,842 )
Other financing activities 6,510 —
Net cash used in financing activities ( 118,479 ) ( 303,391 )
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 558 ( 51,924 )
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 288,929 347,920
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 289,487 $ 295,996
7
ACADEMY SPORTS AND OUTDOORS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(Amounts in thousands)
Thirty-Nine Weeks Ended
November 1, 2025 November 2, 2024
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest $ 20,353 $ 20,612
Cash paid for income taxes $ 38,016 $ 45,788
SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES:
Non-cash capital expenditures $ 21,854 $ 15,834
Right-of-use assets obtained in exchange for new operating leases $ 183,110 $ 184,249
See Condensed Notes to Consolidated Financial Statements
8
ACADEMY SPORTS AND OUTDOORS, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Nature of Operations
The Company
All references to “we,” “us,” “our” or the “Company” in the financial statements refer to 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 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 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 1, 2025, we operated 317 “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 and our mobile app.
2. Summary of Significant Accounting Policies
The accompanying unaudited financial statements of the Company have been prepared as though they were required to be in accordance with Rule 10-01 of Regulation S-X for interim financial statements, however, they do not include all information and footnotes required by United States generally accepted accounting principles (“GAAP”) for complete financial statements. Certain information and footnote disclosures normally included in our annual consolidated financial statements prepared in accordance with GAAP have been condensed or omitted. However, we believe that the disclosures included herein are adequate to make the information presented not misleading. These condensed consolidated financial statements should be read in conjunction with our audited consolidated financial statements and the notes thereto 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 1, 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. For further information, refer to our audited financial statements and notes thereto included in the Annual Report.
Basis of Presentation and Principles of Consolidation
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 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. All intercompany balances and transactions have been eliminated in consolidation.
9
Use of Estimates in the Preparation of Financial Statements
The preparation of financial statements in conformity with GAAP requires our management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenues and expenses during the reporting period. Our management bases its estimates on historical experience and other assumptions it believes to be reasonable under the circumstances. Actual results could differ significantly from those estimates. Our most significant estimates and assumptions that materially affect the financial statements involve difficult, subjective or complex judgments by management, including the valuation of merchandise inventories and performing goodwill, intangible and long-lived asset impairment analyses.
Reclassifications
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 thirty-nine weeks ended November 2, 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 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 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 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024
Shares repurchased — 1,044,027 2,080,772 4,837,850
Aggregate amount paid (amounts in millions) (1)
$ — $ 54.4 $ 99.9 $ 276.6
(1) Includes estimated excise tax fees of $ 0.0 million and $ 0.9 million for the thirteen and thirty-nine weeks ended November 1, 2025, respectively, and $ 0.9 million and $ 2.9 million for the thirteen and thirty-nine weeks ended November 2, 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 November 1, 2025, we had $ 536.5 million available for share repurchases pursuant to the 2024 Share Repurchase Program.
10
Supplier Finance Programs
We have previously entered into a supply chain financing arrangement with a third-party financial institution, whereby certain suppliers have the ability to settle outstanding payment obligations earlier than the due date required by our original supplier terms. Subsequently, we settle invoices with the financial institution within 45 days, which approximates our original supplier terms. 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 $ 1.9 million, $ 3.8 million and $ 2.5 million as of November 1, 2025, February 1, 2025 and November 2, 2024, respectively.
Recent Accounting Pronouncements
U.S. Income Tax Regulations
On July 4, 2025, an Act to provide for reconciliation pursuant to title II of H. Con. Res. 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
In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606): Derivatives Scope Refinements and Scope Clarifications for Share-Based Noncash Consideration from a Customer in a Revenue Contract. This pronouncement is intended to refine the scope of derivatives and clarify the scope for share-based noncash consideration from a customer in a revenue contract. The new guidance is effective for fiscal years beginning after December 15, 2026, and interim reporting periods within those annual reporting periods, and should be applied prospectively or on a modified retrospective basis. The Company has elected early adoption of ASU 2025-07 on a modified retrospective basis, effective November 1, 2025. The adoption of this standard did not have a material impact on the Company’s consolidated financial statements.
In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which is intended to enhance the disclosures on reportable segments. Under this pronouncement, all public entities (including those with a single reporting segment) are required to include incremental disclosures related to a public entity's reportable segments, including disclosure of disaggregated expense information that is regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss. 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 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 . 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 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.
11
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. 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 should be applied prospectively with the option for retrospective application. The Company is evaluating the impact of adopting ASU 2024-03 on its consolidated financial statements.
In September 2025, the FASB issued ASU 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software , which requires removal of all references to prescriptive and sequential software development stages. The new guidance is effective for annual reporting periods beginning after December 15, 2027, and interim reporting periods within those annual reporting periods, and should be applied on a prospective transition approach, a modified transition approach, or a retrospective transition approach. The Company is evaluating the impact of adopting ASU 2025-06 on its consolidated financial statements.
3. Net Sales
Revenue from merchandise sales is recognized, net of sales tax, when the Company’s performance obligation to the customer is met, which is when the Company transfers control of the merchandise to the customer. Store merchandise sales are recognized at the point of sale and e-commerce sales are recognized upon delivery to the customer.
The following table sets forth the approximate amount of sales by merchandise divisions for the periods presented (amounts in thousands):
Thirteen Weeks Ended Thirty-Nine Weeks Ended
November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024
Merchandise division sales (1)
Outdoors $ 445,144 $ 436,566 $ 1,276,481 $ 1,262,761
Sports and recreation 288,738 273,449 993,688 969,250
Apparel 349,813 340,437 1,133,663 1,109,864
Footwear 292,440 285,480 908,349 890,025
Total merchandise sales (2)
1,376,135 1,335,932 4,312,181 4,231,900
Other sales (3)
7,561 7,398 22,761 24,630
Net Sales $ 1,383,696 $ 1,343,330 $ 4,334,942 $ 4,256,530
(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 thirty-nine weeks ended November 2, 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 10.4 % and 10.5 % of merchandise sales for the thirteen and thirty-nine weeks ended November 1, 2025, respectively, and 8.8 % and 9.2 % for the thirteen and thirty-nine weeks ended November 2, 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 Condensed 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”.
12
The following is a reconciliation of the gift card liability (amounts in thousands):
Thirteen Weeks Ended Thirty-Nine Weeks Ended
November 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024
Gift card liability, beginning balance $ 81,778 $ 78,768 $ 96,469 $ 94,155
Issued 22,084 19,800 71,346 63,598
Redeemed ( 23,501 ) ( 21,017 ) ( 84,907 ) ( 77,581 )
Recognized as breakage income ( 1,164 ) ( 914 ) ( 3,711 ) ( 3,535 )
Gift card liability, ending balance $ 79,197 $ 76,637 $ 79,197 $ 76,637
4. Long-Term Debt
Our debt consisted of the following (amounts in thousands) as of:
November 1, 2025 February 1, 2025 November 2, 2024
ABL Facility, due March 2029 $ — $ — $ —
Term Loan, due November 2027 86,500 88,750 89,500
6.00 % Notes, due November 2027
400,000 400,000 400,000
Total debt 486,500 488,750 489,500
Less current maturities ( 3,000 ) ( 3,000 ) ( 3,000 )
Less unamortized discount on Term Loan ( 260 ) ( 361 ) ( 396 )
Less deferred loan costs (1)
( 1,974 ) ( 2,710 ) ( 2,956 )
Long-term debt, net $ 481,266 $ 482,679 $ 483,148
(1) Deferred loan costs are related to the Term Loan and Notes.
ABL Facility
Academy Ltd., as borrower, and certain wholly-owned subsidiaries, as guarantors, entered into an asset-based revolving $ 1 billion 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 November 1, 2025, no future prepayments of outstanding loans have been triggered under the terms and conditions of the ABL Facility.
As of November 1, 2025, we had outstanding letters of credit of approximately $ 7.6 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 $ 992.4 million.
Term Loan
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”). 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 %. As of November 1, 2025, the weighted average interest rate was 8.12 %, 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 November 1, 2025, no prepayment was due under the terms and conditions of the Term Loan.
13
Notes
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.
Covenants . 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. Additionally, at certain times, the ABL Facility is subject to a minimum adjusted fixed charge coverage ratio. These covenants are subject to certain qualifications and limitations. We were in compliance with these covenants as of November 1, 2025.
5. Fair Value Measurements
Fair value is defined as an exit price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Authoritative guidance establishes a three-level hierarchy for disclosure that is based on the extent and level of judgment used to estimate the fair value of the assets and liabilities.
The fair value measurements are classified as either:
• Level 1 which represents valuations based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;
• Level 2 which represents valuations based on quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
• Level 3 which represents valuations based on prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).
In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy in which the fair value measurement is classified in its entirety, is based on the lowest level input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. There were no transfers made into or out of the Level 1, 2 or 3 categories during any period presented.
Periodically, we make cash investments in money market funds comprised of U.S. Government treasury bills and securities, which are classified as cash and are redeemable on demand. As of November 1, 2025, February 1, 2025 and November 2, 2024, we held $ 232.2 million, $ 256.9 million and $ 245.1 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 1, 2025, February 1, 2025, and November 2, 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.
14
6. Property and Equipment
Property and equipment consists of the following (amounts in thousands) as of:
November 1, 2025 February 1, 2025 November 2, 2024
Leasehold improvements $ 753,647 $ 663,869 $ 635,815
Equipment and software 771,288 733,939 718,924
Furniture and fixtures 468,211 431,577 421,900
Construction in progress 46,907 54,236 55,333
Building and Land 11,964 16,010 14,921
Total property and equipment 2,052,017 1,899,631 1,846,893
Accumulated depreciation and amortization ( 1,460,950 ) ( 1,374,495 ) ( 1,343,778 )
Property and equipment, net $ 591,067 $ 525,136 $ 503,115
Depreciation expense was $ 30.9 million and $ 92.1 million in the thirteen and thirty-nine weeks ended November 1, 2025, respectively, and $ 29.3 million and $ 87.1 million in the thirteen and thirty-nine weeks ended November 2, 2024, respectively.
Assets Held for Sale
As of the third quarter of 2025, we either identified or were actively seeking out potential buyers for certain properties, with the intent to subsequently lease-back a portion of these properties from the buyers. We determined that the assets met the criteria to be presented as “held for sale.” As of November 1, 2025, the $ 20.7 million of assets held for sale on the Condensed Consolidated Balance Sheets were comprised entirely of building and land assets. We believe the sales of these properties are expected to occur within one year. We do not believe the sales will be material to our financial results.
7. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following (amounts in thousands) as of:
November 1, 2025 February 1, 2025 November 2, 2024
Accrued interest $ 13,821 $ 7,634 $ 12,994
Accrued personnel costs 64,208 46,178 58,480
Accrued professional fees 2,533 13,466 2,672
Accrued sales and use tax 20,126 4,772 18,385
Accrued self-insurance 16,862 15,205 14,837
Deferred revenue - gift cards and other 82,031 98,641 78,904
Income taxes payable 27,911 6,090 54,095
Property taxes 48,949 16,833 46,602
Sales return allowance 4,500 4,400 4,500
Other 24,845 17,104 22,820
Accrued expenses and other current liabilities $ 305,786 $ 230,323 $ 314,289
15
8. Share-Based Compensation
On September 29, 2020, the ASO, Inc. Board of Directors adopted the 2020 Omnibus Incentive Plan (the “2020 Omnibus Incentive Plan”), which became effective on October 1, 2020. The plan reserved a total of 5,150,000 shares of common stock for issuance. 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 November 1, 2025, there were 3,552,521 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 November 1, 2025, there were 1,402,072 shares authorized and available for future issuance under the ESPP.
Equity compensation expense was $ 7.6 million and $ 22.7 million for the thirteen and thirty-nine weeks ended November 1, 2025, respectively. Equity compensation expense was $ 6.3 million and $ 20.4 million for the thirteen and thirty-nine weeks ended November 2, 2024, respectively. These costs are included in selling, general and administrative expenses in the Condensed Consolidated Statements of Income. For all Awards granted in 2023, 2024, and 2025, for team members that meet the age and service requirement for retirement eligibility (as defined in the award agreement), such Awards do not require the continued employment of the team member for vesting eligibility. 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 1, 2025:
Service Restricted Stock Units Performance Restricted Stock Units
Number of shares 549,077 165,055
Weighted average grant date fair value per Award $ 48.91 $ 49.98
Weighted average exercise price per Award N/A N/A
The following table presents the unrecognized compensation cost as of November 1, 2025:
Service Options Service Restricted Stock Units Performance Restricted Stock Units
Remaining expense $ 1,073,124 $ 30,997,018 $ 9,282,672
Weighted average life remaining in years 0.6 1.9 1.9
16
9. Earnings per Common Share
Basic earnings per common share is calculated based on net income divided by the basic weighted average common shares outstanding during the period, and diluted earnings per common share is calculated based on net income divided by the diluted weighted average common shares outstanding. Diluted weighted average common shares outstanding is based on the basic weighted average common shares outstanding plus any potential dilutive effect of stock-based awards outstanding during the period using the treasury stock method, which assumes the potential proceeds received from the dilutive stock options are used to purchase treasury stock. Anti-dilutive stock-based awards do not include awards which have a performance or liquidity event target which has yet to be achieved.
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 1, 2025 November 2, 2024 November 1, 2025 November 2, 2024
Net income $ 71,562 $ 65,763 $ 243,080 $ 284,816
Weighted average common shares outstanding - basic 66,647 70,319 66,770 72,047
Dilutive effect of Service Restricted Units and Service Restricted Stock Units 214 164 262 295
Dilutive effect of Performance Restricted Stock Units and Liquidity Event Restricted Units 17 100 20 112
Dilutive effect of Service Options 1,004 1,107 933 1,182
Dilutive effect of Performance Unit Options 81 84 78 87
Dilutive effect of ESPP Shares — — 33 21
Weighted average common shares outstanding - diluted 67,963 71,774 68,096 73,744
Earnings per common share - basic $ 1.07 $ 0.94 $ 3.64 $ 3.95
Earnings per common share - diluted $ 1.05 $ 0.92 $ 3.57 $ 3.86
Anti-dilutive stock-based awards excluded from diluted calculation 173 67 242 67
10. Commitments and Contingencies
Technology Related and Other Commitments
As of November 1, 2025, we have obligations under technology-related, construction and other contractual commitments in the amount of $ 113.4 million. Of such commitments, approximately $ 55.2 million is payable in the next 12 months.
Other Contingencies
During the fiscal quarter ended November 1, 2025, the Company entered into an agreement to sell a portion of the rights to potential tariff relief litigation claims, which was determined to be accounted for under ASC 470. As of the third quarter of fiscal year 2025, the $ 6.5 million proceeds from the sale are recorded within Other Long-term Liabilities on the Condensed Consolidated Balance Sheets and are presented as other financing activities on the Condensed Consolidated Statements of Cash Flows pending a final U.S. Supreme Court decision regarding tariffs.
17
Financial Guarantees
During the normal course of business, we enter into contracts that contain a variety of representations and warranties and provide general indemnifications. The maximum exposure under these arrangements is unknown as this would involve future claims that may be made against us that have not yet occurred. However, based on experience, we believe the risk of loss to be remote.
Legal Proceedings
We are a defendant or co-defendant in lawsuits, claims and demands brought by various parties relating to matters normally incident to our business. No individual case, or group of cases against us, presenting substantially similar issues of law or fact, is expected to have a material effect on the manner in which we conduct our business or on our consolidated results of operations, financial position or liquidity. The majority of these cases are alleging product, premises, employment and/or commercial liability. Reserves have been established that we believe to be adequate based on our current evaluations and experience in these types of claim situations; however, the ultimate outcome of these cases cannot be determined at this time. We believe, taking into consideration our indemnities, 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.
There have been no material developments during the fiscal quarter ended November 1, 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.
11. 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 condensed 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 Condensed Consolidated Statements of Income. The CODM evaluates the Company's assets as reported on the Company's Condensed 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 Condensed Consolidated Statements of Income. See the Company's consolidated financial statements included in Part I Item 1 for more information.
12. Subsequent Events
Our management evaluated events or transactions that occurred after November 1, 2025 through December 9, 2025, the issuance date of the consolidated financial statements, and identified the following matter to report:
On December 4, 2025, the Company's Board of Directors declared a quarterly cash dividend with respect to the fiscal quarter ended November 1, 2025, of $ 0.13 per share of the Company's common stock, payable on January 15, 2026, to stockholders of record as of the close of business on December 18, 2025.
18
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.