UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SD
SPECIALIZED DISCLOSURE REPORT
Academy Sports and Outdoors, Inc.
(Exact name of registrant as specified in its charter)
Delaware | 001-39589 | 85-1800912 | ||||||||||||||||||||||||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||||||||||||||||||||
1800 North Mason Road, Katy, Texas | 77449 | |||||||||||||||||||||||||
(Address of principal executive offices) | (Zip Code) | |||||||||||||||||||||||||
Rene G. Casares | ||||||||||||||||||||||||||
Senior Vice President - General Counsel and Corporate Secretary | ||||||||||||||||||||||||||
Academy Sports and Outdoors, Inc. | ||||||||||||||||||||||||||
(281) 646-5200 | ||||||||||||||||||||||||||
(Name and telephone number, including area code, | ||||||||||||||||||||||||||
of the person to contact in connection with this report.) | ||||||||||||||||||||||||||
Check the appropriate box below to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:
| ☒ | Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1, 2022 to December 31, 2022. | ||||||||||||||||
| Rule 13q-1 under the Securities Exchange Act (17 CFR 240.13q-1) for the fiscal year ended ______. | |||||||||||||||||
Section 1 – Conflict Minerals Disclosure
Item 1.01. Conflict Minerals Disclosure and Report.
Pursuant to Rule 13p-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Form SD, a Conflict Minerals Report (the “CMR”) is provided as Exhibit 1.01 to this Form SD. This Form SD, including the CMR, is publicly available on Academy’s investor relations website at investors.academy.com. However, the contents of that website are not incorporated by reference into, and are not otherwise a part of, this Form SD.
Item 1.02. Exhibit.
The Conflict Minerals Report described in Item 1.01 is filed herewith as Exhibit 1.01 to this Form SD. See Item 3.01 below.
Section 3 – Exhibits
Item 3.01. Exhibits.
Exhibit No. Description
1.01 Conflict Minerals Report as described in Items 1.01 and 1.02 of this Form SD.
SIGNATURE
Pursuant to the requirements of the Exchange Act, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ACADEMY SPORTS AND OUTDOORS, INC. | ||||||||||||||
| Date: May 26, 2023 | ||||||||||||||
| By: | /s/ Rene G. Casares | |||||||||||||
| Name: Rene G. Casares | ||||||||||||||
| Title: SVP, General Counsel and Secretary | ||||||||||||||
Exhibit 1.01
Academy Sports and Outdoors, Inc.
Conflict Minerals Report
In accordance with Rule 13p-1 under the Securities Exchange Act of 1934, as amended
The information in this Conflicts Minerals Report (“CMR”) of Academy Sports and Outdoors, Inc. (and its subsidiaries, collectively, the “Company” or “Academy”) for the calendar year ended December 31, 2022, prepared in accordance with Rule 13p-1 under the Securities Exchange Act of 1934, as amended (“Rule 13p-1”), and Form SD (together with Rule 13p-1, the “Conflict Minerals Rules”). As used herein and consistent with the Conflict Minerals Rules, “3TG” or “Conflict Minerals” mean columbite-tantalite (coltan), cassiterite, gold, and wolframite, including their derivatives tin, tantalum and tungsten. Refer to the Conflict Minerals Rules for definitions of certain terms used in this CMR, unless otherwise defined herein.
1.Company Introduction/Overview
Based in Katy, Texas, the Company is a leading full-line sporting goods and outdoor recreation retailer in the United States. As of May 26, 2023, Academy operates 269 stores across 18 states, as well as a website and mobile app. Academy’s merchandise assortment focuses on key categories of outdoor, apparel, footwear, and sports & recreation through leading national brands and a portfolio of private label brands.
Most of the Company’s retail business is comprised of third-party branded merchandise purchased from independent suppliers who manufacture merchandise around the world. The Company also contracts third-party manufacturers to manufacture all of its private label merchandise, including hardgoods, apparel, footwear, and accessories (such third-party manufacturers, the “Suppliers,” and such private label merchandise made by the Suppliers, the “Merchandise”), which may contain 3TG metals. In accordance with the Conflict Minerals Rules, the Company undertook good faith efforts to determine whether any of the Merchandise contained Conflict Minerals necessary to the functionality or production of the merchandise that may have originated from the Democratic Republic of the Congo (“DRC”) or an adjoining country1 (together with the DRC, the “Covered Countries”).
Academy does not, to the best of its knowledge, do any direct business with any smelters or refiners (“SORs”) that operate facilities used to process 3TG in the Merchandise, and it was not able to identify with reasonable certainty the specific facilities used by the Suppliers to process 3TG in the Merchandise. As a “downstream” company (as such term is defined in the Organisation for Economic Co-operation and Development’s Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas and accompanying Supplements (the “OECD Guidance”)),2 Academy relies on the Suppliers to provide accurate, reliable information about 3TG in its supply chain, and as a point of reference in determining Merchandise applicability.
1 The term “adjoining country” is defined for purposes of this CMR as a country that shares an internationally recognized border with the DRC (as of the date of this CMR).
2 OECD Due Diligence Guidance for Responsible Supply Chains of Minerals from Conflict-Affected and High-Risk Areas: Second Edition, OECD Publishing and accompanying Supplements, https://www.oecd.org/daf/inv/mne/guidanceEdition2.pdf.
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2.Reasonable Country of Origin Inquiry
To implement its reasonable country of origin inquiry (“RCOI”), the Suppliers were engaged to complete a pre-sourcing survey to report information regarding the presence and sourcing of 3TG metals used in the Merchandise supplied to Academy, in order to determine whether a Supplier is in-scope. As required by the Conflict Minerals Rules, the Company conducted an RCOI of in-scope Suppliers for calendar year 2022. The Company’s in-scope Merchandise categories were private label merchandise, including hardgoods, apparel, footwear, and accessories. Third-party branded merchandise that the Company sells but does not contract to manufacture are out-of-scope for purposes of its compliance with the Conflict Minerals Rules. The Company has a policy relating to the responsible sourcing of Conflict Minerals (the “Conflict Mineral Policy”), and other requirements of the Suppliers in its Vendor Code of Conduct. The Suppliers are expected to provide 3TG sourcing information in accordance with our Conflict Mineral Policy and Vendor Code of Conduct, both of which are available on Academy’s investor relations website at investors.academy.com.
RCOI Supplier engagement was conducted as follows:
1.An introduction email was sent by the Company to the Suppliers describing the Company’s Conflict Mineral Compliance Program (“CMCP”) and identifying the Company’s third-party service provider (“Service Provider”) as a partner in the CMCP process.
2.A follow-up email was sent by the Service Provider to the Suppliers containing a registration form and link to the RCOI survey maintained on the Service Provider’s platform.
a.Suppliers were provided with additional information about Academy’s CMCP, which utilized the Conflict-Free Sourcing Initiative’s Conflict Minerals Reporting Template, version 6.22, including why the information was being collected, a review of how the information would be used, and how the information requested could be provided.
3.A series of reminder emails were sent to non-responsive Suppliers requesting completion of the survey.
4.If, after these efforts, a Supplier still did not provide the requested information/survey completion, an escalation process was initiated. As needed, the Service Provider would contact the non-responsive Supplier by phone, to offer assistance on how the Supplier could provide the requested information.
5.SORs provided by the Supplier were matched against the Responsible Minerals Initiative’s (“RMI”) Standard Smelter List. SORs’ sourcing practices and “conflict-free” sourcing status were cross-referenced with the RMI’s Responsible Minerals Assurance Process (“RMAP”).
6.If a Supplier sourced from SORs that were not certified or active, the Company or the Service Provider would request a meeting with the Supplier to discuss remediation and request to have the SOR participate in obtaining a valid designation from recognized industry programs, such as the RMI’s RMAP.
a.For purposes of this CMR, all SORs identified were determined to be in conformance with the RMAP, and therefore no meetings with Suppliers occurred regarding this program.
The Company and Service Provider reviewed the Supplier responses, and determined which Suppliers were deemed to be in-scope, and potential use of Conflict Minerals. Supplier responses deemed by the Company to be in-scope were evaluated for plausibility, consistency, and gaps in terms of which Merchandise were stated to contain or not contain necessary 3TG, as well as the origin of those materials. As necessary, the Service Provider undertook additional outreach to our Suppliers to resolve questions or concerns related to Suppliers’ responses. For example, the type of responses requiring follow-up include:
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•One or more SORs were listed for an unused metal;
•SOR information was not provided for a used metal, or SOR information provided was not for a verified metal process according to the Service Provider’s database;
•Supplier answered “yes” to sourcing from a Covered Country, but none of the SORs listed are known to source from that region;
•Supplier indicated that they have not received conflicts mineral data for each metal from all of their relevant Suppliers;
•Supplier indicated that they have not identified all of the SORs used or provided all applicable SOR information received; and
•Supplier indicated 100% of the 3TG for the relevant Merchandise originates from scrap or recycled sources, but one or more SORs listed are not known to be exclusive recyclers.
To the extent necessary, the Service Providers would conduct additional outreach to applicable Suppliers to resolve these questions or concerns related to Suppliers’ responses.
3.Due Diligence Process
The Company’s due diligence process is based on the framework provided by the OECD Guidance, specifically provided in Annex I “Five-Step Framework for Risk-Based Due Diligence in the Mineral Supply Chain”.
Academy does not have a direct relationship with any SORs. Therefore, our due diligence fact-finding was completed via communications with our Suppliers. Due diligence measures taken by the Company include the following:
•Develop and maintain Academy’s Conflict Mineral Policy, which is available on Academy’s investor relations website at investors.academy.com.
•Establish and maintain an internal team to support supply chain/vendor compliance due diligence.
•Develop and implement a pre-screening survey sent to Suppliers prior to RCOI, in order to determine in-scope Suppliers, thus narrowing the field for further processing.
•Devise and maintain a risk management plan.
•Continue implementation of the risk management plan, monitor and track risk mitigation, report to senior management and evaluate Supplier relationships.
•Utilizing internal and external resources, implement internal process and contractual measures in order to strengthen engagement with Suppliers.
•Incorporate Academy’s Conflict Minerals Policy and Vendor Code of Conduct in the Supplier on-boarding process.
•Conduct training or provide resources for internal business partners responsible for Supplier on-boarding.
•Establish and maintain a grievance mechanism.
•Identify SORs in the supply chain (if any).
•Maintain and refine strategic responses to supply chain/vendor compliance risk.
•Report on risk management to risk management leadership and senior leadership.
•Maintain risk management remediation procedures for non-compliant Suppliers, allowing Suppliers to find compliant SORs, and if, after a reasonable period of time, corrective action is not taken to the Company’s satisfaction, the relationship may be suspended or terminated.
•Report annually on Form SD, including the CMR contained therein, available on Academy’s investor relations website at investors.academy.com.
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4.RCOI/Due Diligence Results
Following the pre-screening process described above, a total of 118 Suppliers were determined to be within the scope and contacted as part of the RCOI process. The response rate among these Suppliers was 100%. None of the Suppliers indicated that any of the Conflict Minerals that were necessary to the functionality or production of the Merchandise they supplied to Academy originated from the DRC or any of the Covered Countries. As a result of the Company’s RCOI and due diligence process, Academy has no reason to believe that any of the Conflict Minerals in its Merchandise originated from the DRC or any of the Covered Countries.
5. Forward-Looking Statements
This CMR contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are based on Academy's current assumptions and expectations. You can identify these forward-looking statements by the use of words such as “believes,” “expects,” “may,” “should,” “could,” “projects,” “intends,” or the negative version of these words or other comparable words.
Although we believe there is a reasonable basis for the forward-looking statements, our actual results could be materially different. The most important factors which could cause our actual results to differ from our forward-looking statements are (a) the continued implementation of satisfactory traceability and other compliance measures by direct and indirect suppliers on a timely basis or at all, (b) changes in the Conflict Minerals Rules and other political and regulatory developments relating to the sourcing of 3TG, whether in the DRC or the Covered Countries, the United States or elsewhere, and (c) set forth in Academy’s filings with the SEC, including Academy’s most recently filed Annual Report on Form 10-K, under the caption “Risk Factors,” as may be updated from time to time in our periodic filings with the SEC, which should be read in conjunction with the forward-looking statements in this CMR. Forward-looking statements speak only as of the date of this CMR or, if earlier, as of the date they are made, and we do not undertake any obligation to update any forward-looking statement.
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