United States securities and exchange commission logo

                              August 7, 2020

       Ken C. Hicks
       President and Chief Executive Officer
       Academy Sports & Outdoors, Inc.
       1800 North Mason Road
       Katy, TX 77449

                                                        Re: Academy Sports &
Outdoors, Inc.
                                                            Draft Registration
Statement on Form S-1
                                                            Submitted July 10,
                                                            CIK No. 0001817358

       Dear Mr. Hicks:

              We have reviewed your draft registration statement and have the
following comments. In
       some of our comments, we may ask you to provide us with information so
we may better
       understand your disclosure.

              Please respond to this letter by providing the requested
information and either submitting
       an amended draft registration statement or publicly filing your
registration statement on
       EDGAR. If you do not believe our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional

       Draft Registration Statement on Form S-1 submitted July 10, 2020

       Who We Are, page 1

   1.                                                   We note your statements
that you are one of the "leading full-line sporting goods and
                                                        outdoor recreation
recreation retailers in the United States," and that you are the "largest
                                                        value-oriented sporting
goods and outdoor recreation retailer in the country." We note
                                                        similar disclosure on
page 10, and elsewhere in your prospectus, that you are the leading
                                                        sporting goods retailer
in the southern United States. Please provide support for these
                                                        statements, and
disclose the measure by which you determined your competitive position
                                                        in these markets.
Please similarly explain the difference in the various markets you cite,
                                                        including the
differences in the "full-line sporting goods and outdoor recreation retailers"
 Ken C. Hicks
Academy Sports & Outdoors, Inc.
August 7, 2020
Page 2
         market and the "value-oriented sporting goods and outdoor recreation
retailers" market. If
         any of these statements are based upon management's belief, please
indicate that this is the
2.       We note your statements regarding your industry-leading unit sales and
profitability, and
         the comparison to your "nearest competitors." Please indicate how you
are defining your
         nearest competitors, including the number of companies in this group,
the category of
         retailer, and how you define a competitor as a "nearest" competitor.
3.       In addition to the annual summary financial information and the
annualized financial
         information for twelve months ended May 2, 2020, please consider
including information
         for the latest interim period included in the document. Pursuant to
Item 3 of Part I of
         Form S-1, refer to Item 503 of Regulation S-K for guidance.
4.       We note your disclosure that first quarter 2020 reflected the third
consecutive quarter of
         positive comparable store sales. However, we note that you have
experienced decreases
         in both comparable store sales and net sales per square foot in each
of the last three fiscal
         years. Please revise your disclosure to present a balanced picture of
your comparable
         store sales growth.
5.       We note the graph on page 3 showing the increase in net sales. It
appears that the scale
         used for the graph shows more significant increases than the numerical
increases for net
         sales. Please revise so that the graph shows increases that are
proportional to the
         numerical net sales increases. Please make similar changes to the free
cash flow bar
Our Performance Improvement Initiatives, page 3

6.       We note your statement that during the first quarter 2020, your
smaller format store had
         higher sales per square foot and higher inventory turns than your
average store. Please
         disclose the sales per square foot and inventory turns for your
average store, and how you
         define your average store. Please also disclose whether e-commerce
sales impacted sales
         and inventory for your smaller format store, and whether the
comparison you are making
         uses the performance of your average store during the first quarter of
Large and loyal customer base, page 7

7.     Please explain what you mean in your statement that customers spend
approximately 30%
       of their wallets at the Academy. Please also provide support for your
statement that your
FirstName          customers
            LastNameKen        spend 20% of their wallets at your competitors,
and explain how
                            C. Hicks
       you are defining your compeitors.
Comapany NameAcademy Sports & Outdoors, Inc.
August 7, 2020 Page 2
FirstName LastName
 Ken C. Hicks
FirstName  LastNameKen C. Hicks
Academy Sports  & Outdoors, Inc.
August     NameAcademy Sports & Outdoors, Inc.
       7, 2020
Page 3 7, 2020 Page 3
FirstName LastName
Strong and adaptive performance through economic cycles, page 8

8.       Given that your revenue for the past two fiscal years is lower than
your revenue for the
         fiscal year ended February 3, 2018, and the decrease in gross margin
in the first quarter
         2020, please tell us why you believe it is appropriate to state that
you have consistently
         demonstrated steady revenue growth and expanded profit margins. Please
also balance
         the discussion of your margin expansion on page 10 to reflect the
decrease in margin in
         the most recent quarter.
Enhance customer engagement and increase retention, page 9

9.       We note your disclosure on page 10 that your customers are attracted
to the Academy
         Credit Card because of its bank-funded 5% discount on every Academy
purchase and free
         standard shipping on online orders of $15 or more. Please tell us, and
disclose as
         appropriate, if you are required to pay any fees associated with your
customers' usage of
         the card and your accounting thereof. In addition, clarify whether you
or the bank provide
         the free standard shipping on online orders of $15 or more.
Risk Factors
We may be subject to claims, demands and lawsuits..., page 29

10.      We note the nine pending lawsuits relating to the November 2017
shooting in Sutherland
         Springs, Texas. Please revise this risk factor, or add additional risk
factor disclosure as
         appropriate, to discuss any potential material impact of a decision in
these lawsuits that is
         adverse to you. In the alternative, please tell us why you believe
such disclosure is not
Capitalization, page 58

11.      Please revise to provide footnote disclosure explaining the nature and
amounts of the
         adjustments that will be made to the Company's historical
capitalization to arrive at the
         pro forma amounts giving effect to the merger of New Academy Holding
Company, LLC
         with Academy Sports and Outdoors, Inc.
Management's Discussion and Analysis
How We Assess the Performance of Our Business, page 69

12.      You define    comparable store sales    as "the percentage of
period-over-period net sales
         increase or decrease for stores open after thirteen full fiscal months
and e-
         commerce sales." You also note that "[i]ncreases or decreases in
e-commerce between
         periods being compared directly impact the comparable store sales
results." We note that
         you have 259 stores in 16 states, but your e-commerce platform reaches
47 states. Please
         revise to disclose how you measure e-commerce sales within your
comparable store sales
 Ken C. Hicks
Academy Sports & Outdoors, Inc.
August 7, 2020
Page 4
Results of Operations, page 71

13.      Please quantify each factor cited so that investors may understand the
magnitude and
         relative impact of each factor on your results of operations. Refer to
section 501.04 of the
         staff   s Codification of Financial Reporting Releases for guidance.
14.      We note that your comparable store sales have declined for all periods
presented except
         for thirteen weeks ended May 2, 2020. Please tell of your
consideration of including a
         discussion of this trend and indicate when you anticipate achieving
positive comparable
         store sales.
Thirteen Weeks Ended May 2, 2020 Compared to Thirteen Weeks Ended May 4, 2019,
page 71

15.      We note your disclosure that gross margin decreased 5% for the first
quarter 2020 due
         to lower margin goods. Please disclose the reason for the increased
demand for the lower
         margin goods, and whether this shift is part of a known trend or
uncertainty that that you
         reasonably expect will have a material impact on revenue or results of
operations. See
         Item 303(a)(3)(ii) of Regulation S-K.
Non-GAAP Measures, page 76

16.      Your computation of "free cash flow" differs from the typical
calculation of this measure
         (cash flows from operating activities as presented in the statement of
cash flows under
         GAAP less capital expenditures). Please revise the title of this
non-GAAP measure so it
         is not confused with free cash flow as typically calculated. Refer to
Question 102.07 of
         the staff   s Compliance & Discussion Interpretation on Non-GAAP
Financial Measures for
Business, page 91

17.    Please describe the extent, if any, that your small box format is
dependent on the success
       of your e-commerce platform.
FirstName LastNameKen C. Hicks
18.    You disclose that as of the first quarter 2020, 99.6% of your mature
stores were profitable.
Comapany    NameAcademy
       Please               Sportsof&your
              include how many         Outdoors,  Inc. were "mature stores" as
of the first quarter
                                           259 stores
        7, 2020 Page 4
FirstName LastName
 Ken C. Hicks
FirstName  LastNameKen C. Hicks
Academy Sports  & Outdoors, Inc.
August     NameAcademy Sports & Outdoors, Inc.
       7, 2020
Page 5 7, 2020 Page 5
FirstName LastName
19.      We note your beliefs regarding your significant growth opportunities
in your core markets
         and outside of your footprint. Please qualify your belief that you
have the opportunity to
         expand in the in-fill market with approximately 120 stores, adjacent
         with approximately 90 stores, and in greenfield markets with
approximately 670 stores. In
         this regard, we refer to your disclosure on page 67 indicates that you
plan to open eight to
         10 new stores per year, starting in 2022. We also note your disclosure
on page 91
         regarding your "disciplined approach to store openings" and your
disclosure on page 84
         regarding your plans for capital expenditures in 2020, which does not
include plans for
         new stores.
Legal Proceedings, page 108

20.      Please revise your disclosure regarding the lawsuits related to the
events in Sutherland
         Springs Texas to include the name of the court or agency in which the
proceedings are
         pending, the date instituted, the principal parties thereto, and the
relief sought. See Item
         103 of Regulation S-K.
Role of Compensation Consultant, page 119

21.      Please tell us whether Meridian Compensation Partners or its
affiliates provided additional
         services to you in excess of $120,000 during your last completed
fiscal year. If so, please
         disclose the aggregate fees for determining or recommending the amount
or form of
         executive and director compensation and the aggregate fees for any
additional services
         provided by the compensation consultant or its affiliates. See Item
407(e)(iii)(B) of
         Regulation S-K.
Exclusive Forum, page 198

22.      We note that your forum selection provision identifies the U.S.
federal district courts as
         the exclusive forum for Securities Act claims. Please revise your
disclosure to also state
         that there is uncertainty as to whether a court would enforce such
provision. Please also
         state that investors cannot waive compliance with the federal
securities laws and the rules
         and regulations thereunder. In that regard, we note that Section 22 of
the Securities Act
         creates concurrent jurisdiction for federal and state courts over all
suits brought to enforce
         any duty or liability created by the Securities Act or the rules and
regulations thereunder.
New Academy Holding Company, LLC Consolidated Financial Statements, page F-1

23.      You disclose that you will be treated as a taxable entity for income
tax purposes after
         consummation of the offering. Please revise to present pro forma
income taxes, net
         income and earnings per unit on the face of the historical statement
of operations for each
         period presented as if income taxes had been computed for those
periods. Include a note
         to the historical financial statements that provides the basis for
this pro forma
 Ken C. Hicks
FirstName  LastNameKen C. Hicks
Academy Sports  & Outdoors, Inc.
August     NameAcademy Sports & Outdoors, Inc.
       7, 2020
Page 6 7, 2020 Page 6
FirstName LastName
Notes to Consolidated Financial Statements
10. Equity and Unit-Based Compensation, page F-39

24.      Please revise to disclose the price per unit that was used to
calculate the aggregate
         intrinsic value of your outstanding and exercisable unit options in
the tables on page F-41.
25.      Your disclosure on page F-42 indicates that there are 3,291,162 Holdco
membership units
         that are subject to outstanding and unvested liquidity event
restricted units with a
         weighted average grant date fair value of $5.51. You also indicate
that these units are not
         being expensed and will not be expensed until the performance
objective meets the
         definition of probable in ASC 718. As your disclosure appears to
indicate that at least a
         portion of these units will vest in the event that you complete an
initial public offering
         prior to the fifth anniversary of the unit grant dates, please revise
to disclose the amount of
         any stock-based compensation expense that you will be required to
recognize in your
         financial statements in connection with the completion of your planned
initial public
13. Related Party Transactions, page F-45

26.      Your disclosure on page F-45 indicates that in the event the
monitoring agreement is
         terminated in connection with certain financing, acquisition,
disposition and change of
         control transactions, an initial public offering or under certain
circumstances, the adviser
         is entitled to all unpaid monitoring fees and expense plus the net
present value of the
         advisory fees that would have been paid from the termination date
through the twelfth
         anniversary of the effective date of the agreement, or if terminated
after such anniversary,
         through the first anniversary of the effective date occurring after
the termination date.
         Please revise to disclose the amount of any such payment and the
related expense you will
         be required to recognize in connection with the planned initial public
offering of common
       You may contact Patrick Kuhn at (202) 551-3308 or Linda Cvrkel at (202)
551-3813 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Cara Wirth at (202) 551-7127 or Erin Jaskot at (202) 551-3442 with any
other questions.


                                                                Division of
Corporation Finance
                                                                Office of Trade
& Services
cc:      Joseph Kaufman, Esq.