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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period Ended October 28, 2023
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________ to ___________.
Commission File No. 001-39589
Academy logo (blue).jpg
Academy Sports and Outdoors, Inc.
(Exact name of registrant as specified in its charter)
Delaware85-1800912
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
1800 North Mason Road
Katy, Texas 77449
(Address of principal executive offices) (Zip Code)
(281) 646-5200
(Registrant’s Telephone Number, including Area Code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareASOThe Nasdaq Stock Market LLC
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☑ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☑ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer ☐
Non-accelerated filer ☐
Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No ☑
As of November 22, 2023, Academy Sports and Outdoors, Inc. had 74,151,384 shares of common stock, par value $0.01 per share, outstanding.

1


ACADEMY SPORTS AND OUTDOORS, INC.
TABLE OF CONTENTS


Page

2


PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ACADEMY SPORTS AND OUTDOORS, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(Dollar amounts in thousands, except per share data)

October 28, 2023January 28, 2023October 29, 2022
ASSETS
CURRENT ASSETS:
Cash and cash equivalents$274,827 $337,145 $318,167 
Accounts receivable - less allowance for doubtful accounts of $3,102, $2,004 and $1,449, respectively
17,706 16,503 15,998 
Merchandise inventories, net1,492,219 1,283,517 1,495,464 
Prepaid expenses and other current assets110,823 47,747 44,241 
Assets held for sale 1,763 1,763 
Total current assets1,895,575 1,686,675 1,875,633 
PROPERTY AND EQUIPMENT, NET429,648 351,424 354,014 
RIGHT-OF-USE ASSETS1,126,825 1,100,085 1,100,522 
TRADE NAME578,071 577,716 577,571 
GOODWILL861,920 861,920 861,920 
OTHER NONCURRENT ASSETS29,231 17,619 12,804 
Total assets$4,921,270 $4,595,439 $4,782,464 
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable$820,428 $686,472 $840,585 
Accrued expenses and other current liabilities232,046 240,169 259,179 
Current lease liabilities117,141 109,075 88,447 
Current maturities of long-term debt3,000 3,000 3,000 
Total current liabilities1,172,615 1,038,716 1,191,211 
LONG-TERM DEBT, NET583,364 584,456 682,803 
LONG-TERM LEASE LIABILITIES1,095,812 1,072,192 1,093,909 
DEFERRED TAX LIABILITIES, NET264,565 259,043 242,843 
OTHER LONG-TERM LIABILITIES11,827 12,726 12,779 
Total liabilities3,128,183 2,967,133 3,223,545 
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; 74,143,759; 76,711,720 and 77,959,530 issued and outstanding as of October 28, 2023, January 28, 2023 and October 29, 2022, respectively.
741 767 779 
Additional paid-in capital239,447 216,209 203,734 
Retained earnings1,552,899 1,411,330 1,354,406 
Stockholders' equity1,793,087 1,628,306 1,558,919 
Total liabilities and stockholders' equity$4,921,270 $4,595,439 $4,782,464 

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 EndedThirty-Nine Weeks Ended
October 28, 2023October 29, 2022October 28, 2023October 29, 2022
NET SALES$1,397,777 $1,493,925 $4,364,463 $4,648,570 
COST OF GOODS SOLD915,136 971,454 2,851,261 3,008,612 
GROSS MARGIN482,641 522,471 1,513,202 1,639,958 
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES345,910 342,949 1,039,312 998,209 
OPERATING INCOME136,731 179,522 473,890 641,749 
INTEREST EXPENSE, NET10,930 12,163 33,473 34,240 
OTHER (INCOME), NET(4,146)(2,538)(11,482)(4,676)
INCOME BEFORE INCOME TAXES129,947 169,897 451,899 612,185 
INCOME TAX EXPENSE29,969 38,156 100,876 141,837 
NET INCOME$99,978 $131,741 $351,023 $470,348 
EARNINGS PER COMMON SHARE:
BASIC$1.34 $1.67 $4.63 $5.67 
DILUTED$1.31 $1.62 $4.51 $5.54 
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
BASIC74,461 79,085 75,809 82,901 
DILUTED76,057 81,379 77,893 84,910 



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 EarningsTotal Stockholders' Equity
Common Stock
SharesAmount
Balances as of January 28, 202376,712 $767 $216,209 $1,411,330 $1,628,306 
Net income— — — 93,970 93,970 
Equity compensation— — 11,382 — 11,382 
Repurchase of common stock for retirement(750)(8)(2,450)(47,806)(50,264)
Settlement of vested Restricted Stock Units, net of shares withheld93 1 (2,470)— (2,469)
Stock option exercises, net of shares withheld385 4 6,962 — 6,966 
Cash dividends declared, $0.09 per share
— — — (6,929)(6,929)
Balances as of April 29, 202376,440 $764 $229,633 $1,450,565 $1,680,962 
Net income— — — 157,075 157,075 
Equity compensation— — 8,501 — 8,501 
Repurchase of common stock for retirement(1,994)(20)(7,087)(100,242)(107,349)
Settlement of vested Restricted Stock Units, net of shares withheld41 0 (268)— (268)
Issuance of common stock under employee stock purchase plan67 1 2,886 — 2,887 
Stock option exercises, net of shares withheld292 3 3,124 — 3,127 
Cash dividends declared, $0.09 per share
— — — (6,896)(6,896)
Balances as of July 29, 202374,846 $748 $236,789 $1,500,502 $1,738,039 
Net income   99,978 99,978 
Equity compensation  6,245  6,245 
Repurchase of common stock for retirement(864)(9)(3,038)(40,863)(43,910)
Settlement of vested Restricted Stock Units, net of shares withheld53 1 (1,606) (1,605)
Stock option exercises, net of shares withheld109 1 1,057  1,058 
Cash dividends declared, $0.09 per share
   (6,718)(6,718)
Balances as of October 28, 202374,144 $741 $239,447 $1,552,899 $1,793,087 




5



ACADEMY SPORTS AND OUTDOORS, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Unaudited)
(Amounts in thousands, except per share data)
Additional
Paid-In Capital
Retained EarningsTotal Stockholders' Equity
Common Stock
SharesAmount
Balances as of January 29, 202287,079 $870 $198,016 $1,268,060 $1,466,946 
Net income— — — 149,806 149,806 
Equity compensation— — 3,499 — 3,499 
Repurchase of common stock for retirement(2,272)(23)(5,247)(83,231)(88,501)
Settlement of vested Restricted Stock Units63 1 (1)—  
Stock option exercises201 2 3,292 — 3,294 
Cash dividends declared, $0.075 per share
— — — (6,536)(6,536)
Balances as of April 30, 202285,071 $850 $199,559 $1,328,099 $1,528,508 
Net income— — — 188,801 188,801 
Equity compensation— — 6,158 — 6,158 
Repurchase of common stock for retirement(5,551)(55)(13,391)(186,665)(200,111)
Settlement of vested Restricted Stock Units29 0 (0)—  
Issuance of common stock under employee stock purchase plan93 1 2,796 — 2,797 
Stock option exercises83 1 1,388 — 1,389 
Cash dividends declared, $0.075 per share
— — — (6,271)(6,271)
Balances as of July 30, 202279,725 $797 $196,510 $1,323,964 $1,521,271 
Net income— — — 131,741 131,741 
Equity compensation— — 5,829 — 5,829 
Repurchase of common stock for retirement(2,176)(22)(5,477)(95,325)(100,824)
Settlement of vested Restricted Stock Units3 0 (0)—  
Stock option exercises408 4 6,872 — 6,876 
Cash dividends declared, $0.075 per share
— — — (5,974)(5,974)
Balances as of October 29, 202277,960 $779 $203,734 $1,354,406 $1,558,919 


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
October 28, 2023October 29, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income$351,023 $470,348 
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization79,394 78,852 
Non-cash lease expense4,945 635 
Equity compensation26,128 15,486 
Amortization of deferred loan and other costs2,019 2,328 
Deferred income taxes5,522 25,631 
Gain on disposal of property and equipment(363) 
Changes in assets and liabilities:
Accounts receivable, net(1,203)3,720 
Merchandise inventories, net(208,702)(323,656)
Prepaid expenses and other current assets(59,234)798 
Other noncurrent assets(12,471)(8,987)
Accounts payable128,301 95,183 
Accrued expenses and other current liabilities(5,508)(39,196)
Income taxes payable(7,910)(12,332)
Other long-term liabilities(899)359 
Net cash provided by operating activities301,042 309,169 
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures(151,963)(79,454)
Purchases of intangible assets(354)(357)
Proceeds from the sale of property and equipment2,126  
Net cash used in investing activities(150,191)(79,811)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayment of Term Loan(2,250)(2,250)
Proceeds from exercise of stock options13,444 11,559 
Proceeds from issuance of common stock under employee stock purchase program2,887 2,797 
Taxes paid related to net share settlement of equity awards(6,635)(1,078)
Repurchase of common stock for retirement(200,072)(389,436)
Dividends paid(20,543)(18,781)
Net cash used in financing activities(213,169)(397,189)
NET DECREASE IN CASH AND CASH EQUIVALENTS(62,318)(167,831)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD337,145 485,998 
CASH AND CASH EQUIVALENTS AT END OF PERIOD$274,827 $318,167 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest$26,785 $25,362 
Cash paid for income taxes$105,833 $129,588 
SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES:
Non-cash capital expenditures$15,391 $7,576 
Right-of-use assets obtained in exchange for new operating leases$110,450 $94,845 
See Condensed Notes to Consolidated Financial Statements
7


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 parent holding company's indirect subsidiary, Academy, Ltd., a Texas limited partnership doing business as "Academy Sports + Outdoors", or Academy, Ltd. All of the Company's sales and business operations occur at Academy, Ltd., and Academy, Ltd. is also the borrower and/or issuer of the Company's long-term debt and lessee of facilities. 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 October 28, 2023, we operated 275 "Academy Sports + Outdoors" retail locations in 18 states and three distribution centers located in Katy, Texas, Twiggs County, Georgia and Cookeville, Tennessee. We also sell merchandise to customers across most of the United States via our academy.com website.


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 January 28, 2023, as filed with the Securities and Exchange Commission on March 16, 2023 (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 October 28, 2023 are not necessarily indicative of the results that will be realized for the fiscal year ending February 3, 2024 or any other period. The balance sheet as of January 28, 2023 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., LLC, Associated Investors, LLC, Academy, Ltd., the Company's operating company, and Academy International Limited. NAHC, Academy Managing Co., LLC, and Associated Investors, LLC are intermediate holding companies. All intercompany balances and transactions have been eliminated in consolidation.
8



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. Given the global economic climate, these estimates remain challenging, and actual results could differ materially from our estimates.
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 and thirty-nine weeks ended October 29, 2022 for comparability purposes. This reclassification is in divisional presentation only and did not impact the overall net sales balances previously disclosed.
Change in Accounting Principle
Effective January 29, 2023, the Company changed the method of accounting for its inventories from the last-in-first-out (“LIFO”) method to the weighted average cost method. The Company believes that this inventory method change is preferable because we believe it improves comparability with industry peers and is a more accurate representation of merchandise inventories, net and cost of goods sold. Due to historical price deflation on the Company’s merchandise purchases, the Company was in a position where the LIFO merchandise inventories value exceeded the cost of its inventory for all periods presented in the consolidated financial statements. In considering the lower of cost or market principle, merchandise inventories valued at LIFO, including necessary valuation adjustments, approximated the cost of such inventories using the weighted average inventory method. As such, there is no impact to the prior periods from the retrospective presentation of the change.
The following tables show the pro forma effect to our consolidated financial statements as if the Company had remained on LIFO (amounts in thousands):
Thirteen Weeks Ended October 28, 2023Thirty-Nine Weeks Ended October 28, 2023
As ReportedEffect of ChangePro Forma LIFOAs ReportedEffect of ChangePro Forma LIFO
Consolidated Statements of Income:
Cost of goods sold$915,136 $383 $915,519 $2,851,261 $4,443 $2,855,704 
Gross margin482,641 (383)482,258 1,513,202 (4,443)1,508,759 
Operating income136,731 (383)136,348 473,890 (4,443)469,447 
Income before income taxes129,947 (383)129,564 451,899 (4,443)447,456 
Income tax expense29,969 (98)29,871 100,876 (933)99,943 
Net income99,978 (285)99,693 351,023 (3,510)347,513 
Earnings per common share:
Basic$1.34 $(0.00)$1.34 $4.63 $(0.05)$4.58 
Diluted$1.31 $(0.00)$1.31 $4.51 $(0.05)$4.46 
9


October 28, 2023
As ReportedEffect of ChangePro Forma LIFO
Consolidated Balance Sheet:
Merchandise inventories, net$1,492,219 $(4,443)$1,487,776 
Total current assets1,895,575 (4,443)1,891,132 
Total assets4,921,270 (4,443)4,916,827 
Accrued expenses and other current liabilities232,046 (18,733)213,313 
Total current liabilities1,172,615 (18,733)1,153,882 
Deferred tax liabilities, net264,565 17,800 282,365 
Total liabilities3,128,183 (933)3,127,250 
Retained earnings1,552,899 (3,510)1,549,389 
Stockholders' equity1,793,087 (3,510)1,789,577 
Total liabilities and stockholders' equity4,921,270 (4,443)4,916,827 
Thirty-Nine Weeks Ended October 28, 2023
As ReportedEffect of ChangePro Forma LIFO
Consolidated Statements of Cash Flows:
Net income$351,023 $(3,510)$347,513 
Deferred income taxes5,522 17,800 23,322 
LIFO charge 4,443 4,443 
Income taxes payable(7,910)(18,733)(26,643)
Net cash provided by operating activities301,042  301,042 
Share Repurchases
On September 2, 2021, the Board of Directors of the Company authorized a share repurchase program (the "2021 Share Repurchase Program") under which the Company may purchase up to $500 million of its outstanding shares during the three-year period ending September 2, 2024. On June 2, 2022, the Board of Directors of the Company authorized a new share repurchase program (the "2022 Share Repurchase Program") under which the Company may purchase up to $600 million of its outstanding shares during the three-year period ending June 2, 2025. The 2022 Share Repurchase Program and the 2021 Share Repurchase program are collectively referred to as the "Share Repurchase Programs".
Under the Share Repurchase Programs, repurchases can be made using a variety of methods, which may include open market purchases, block trades, privately negotiated transactions, accelerated share repurchase programs and/or a non-discretionary trading plan, 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 Share Repurchase Programs are determined by the Company in its discretion and depend on a variety of factors, including legal requirements, price and economic and market conditions. The Share Repurchase Programs do not obligate the Company to acquire any particular number of common shares, and the programs may be suspended, extended, modified or discontinued at any time.
10


The following table summarizes our share repurchases for the periods presented:
Thirteen Weeks EndedThirty-Nine Weeks Ended
October 28, 2023October 29, 2022October 28, 2023October 29, 2022
Shares repurchased863,631 2,176,463 3,607,705 9,999,704 
Aggregate amount paid (amounts in millions) (1)
$43.9 $100.8 $201.5 $389.4 
(1) Includes estimated excise tax fees of $0.3 million and $1.5 million for the thirteen and thirty-nine weeks ended October 28, 2023, respectively.
As of October 28, 2023, we no longer had availability under the 2021 Share Repurchase Program, and we had $99.4 million available for share repurchases pursuant to the 2022 Share Repurchase Program.
Supplier Finance Programs
In September 2022, the FASB issued ASU 2022-04: Liabilities - Supplier Finance Programs Disclosure of Supplier Finance Program Obligations. This pronouncement requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of the financial statements to understand the program's nature, activity during the period, changes from period to period and potential magnitude. The Company adopted the new guidance as of January 29, 2023.
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 consolidated balance sheets, was $6.9 million, $9.0 million and $6.8 million as of October 28, 2023, January 28, 2023 and October 29, 2022, respectively.
Recent Accounting Pronouncements
Reference Rate Reform

In March 2020, the FASB issued ASU 2020-04: Facilitation of the Effects of Reference Rate Reform on Financial Reporting. This pronouncement provides temporary optional expedients and exceptions to the current guidance on contract modifications and hedge accounting to ease the financial reporting burden related to the expected market transition from the London Interbank Offered Rate ("LIBOR") and other interbank offered rates to alternative reference rates. In December 2022, the FASB issued ASU 2022-06 which extended the effectiveness of this guidance to December 31, 2024. The Company elected to utilize these optional expedients in connection with the amendments to our ABL Facility and Term Loan, which transitioned the facility from LIBOR to the Secured Overnight Financing Rate (“SOFR”) on March 30, 2023 and August 1, 2023, respectively (see Note 4).

11



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 EndedThirty-Nine Weeks Ended
October 28, 2023October 29, 2022October 28, 2023October 29, 2022
Merchandise division sales (1)
Outdoors$440,330 $472,961 $1,261,700 $1,423,496 
Sports and recreation266,870 274,315 1,000,154 1,028,786 
Apparel373,991 401,891 1,165,663 1,207,979 
Footwear308,785 336,297 913,077 961,940 
Total merchandise sales (2)
1,389,976 1,485,464 4,340,594 4,622,201 
Other sales (3)
7,801 8,461 23,869 26,369 
Net Sales$1,397,777 $1,493,925 $4,364,463 $4,648,570 
(1) Certain products and categories were recategorized amongst various categories and divisions, respectively, to better align with our current merchandising strategy and view of the business. As a result, we have reclassified sales between divisions in the thirteen and thirty-nine weeks ended October 29, 2022, for comparability purposes. This reclassification is in divisional presentation only and did not impact the overall net sales balances previously disclosed (see Note 2).
(2) E-commerce sales consisted of 9.4% and 9.0% of merchandise sales for the thirteen and thirty-nine weeks ended October 28, 2023, respectively, and 9.5% and 9.7% for thirteen and thirty-nine weeks ended October 29, 2022, respectively.
(3) Other sales consisted primarily of the gift card breakage income, credit card bounties and royalties, shipping income, net hunting and fishing license income, sales return allowance and other items.
We sell gift cards in stores, online and in third-party retail locations. A liability for gift cards, which is recorded in accrued expenses and other liabilities on our consolidated balance sheets is established at the time of sale and revenues are recognized as the gift cards are redeemed in stores or on our website.
The following is a reconciliation of the gift card liability (amounts in thousands):
Thirteen Weeks EndedThirty-Nine Weeks Ended
October 28, 2023October 29, 2022October 28, 2023October 29, 2022
Gift card liability, beginning balance$74,750 $69,959 $90,650 $86,568 
Issued18,855 18,288 61,968 63,164 
Redeemed(20,835)(21,023)(77,626)(80,668)
Recognized as breakage income(921)(680)(3,143)(2,520)
Gift card liability, ending balance$71,849 $66,544 $71,849 $66,544 

12


4. Long-Term Debt

Our debt consisted of the following (amounts in thousands) as of:
October 28, 2023January 28, 2023October 29, 2022
ABL Facility, due November 2025$ $ $ 
Term Loan, due November 2027192,500 194,750 295,500 
Notes, due November 2027400,000 400,000 400,000 
Total debt592,500 594,750 695,500 
Less current maturities(3,000)(3,000)(3,000)
Less unamortized discount on Term Loan(1,124)(1,340)(2,135)
Less deferred loan costs (1)
(5,012)(5,954)(7,562)
Long-term debt, net$583,364 $584,456 $682,803 
(1) Deferred loan costs are related to the Term Loan and Notes.
As of October 28, 2023, January 28, 2023 and October 29, 2022, the balance in deferred loan costs related to the ABL Facility (as defined below) was approximately $2.3 million, $3.2 million and $3.5 million, respectively, and was included in other noncurrent assets on our consolidated balance sheets. Total amortization of deferred loan costs was $0.6 million and $1.8 million for the thirteen and thirty-nine weeks ended October 28, 2023, respectively, and $0.7 million and $2.0 million for the thirteen and thirty-nine weeks ended October 29, 2022, respectively. Total expenses related to accretion of original issuance discount was $0.1 million and $0.2 million for the thirteen and thirty-nine weeks ended October 28, 2023, respectively, and $0.1 million and $0.3 million for the thirteen and thirty-nine weeks ended October 29, 2022, respectively. The expenses related to amortization of deferred loan costs and accretion of original issuance discount are included in interest expense, net on the consolidated statements of income.
Term Loan

We refer to the 2020 Term Loan and the Amendment collectively as the "Term Loan".
On November 6, 2020, Academy, Ltd. entered into a seven-year $400.0 million senior secured term loan (the "2020 Term Loan"). On May 25, 2021, Academy, Ltd. entered into Amendment No. 4 (the “Amendment”) to the Second Amended and Restated Credit Agreement, dated as of November 6, 2020, among Academy, Ltd., as Borrower, Credit Suisse AG, Cayman Islands Branch, as the administrative agent and collateral agent, the several lenders party thereto and the several other parties named therein. Under the Amendment, the Term Loan bore interest, at Academy, Ltd.'s election, at either (1) LIBOR rate with a floor of 0.75%, plus a margin of 3.75%, or (2) a base rate equal to the highest of (a) the federal funds rate plus 0.50%, (b) Credit Suisse's "prime rate", or (c) the one-month LIBOR rate plus 1.00%, plus a margin of 4.00%.
On May 17, 2023, Academy, Ltd. entered into a Conforming Changes Amendment to the Second Amended and Restated Credit Agreement, dated as of November 6, 2020, among Academy, Ltd., as Borrower, Credit Suisse AG, Cayman Islands Branch, as the administrative agent and collateral agent and the several lenders party thereto and the several other parties named therein, which updated the Term Loan benchmark base interest rate from LIBOR to Adjusted Term SOFR (as defined in the Conforming Changes Amendment to the Second Amended and Restated Credit Agreement). The transition of our Term Loan to Adjusted Term SOFR became effective on August 1, 2023. Borrowings under the Term Loan bear interest, at our election, at either (1) Adjusted Term SOFR with a floor of 0.75% rate plus a margin of 3.75% or (2) a base rate equal to the highest of (a) the federal funds rate plus 0.50%, (b) the U.S. "prime rate" announced by the administrative agent, or (c) the one-month Adjusted Term SOFR with a floor of 0.75% rate, plus a margin of 3.75%. As of October 28, 2023, the weighted average interest rate was 9.18%, with interest payable monthly. Quarterly principal payments of $750.0 thousand are required through September 30, 2027 and borrowings mature on November 6, 2027. The terms and conditions of the Term Loan also require that the outstanding balance under the Term Loan is prepaid under certain circumstances. As of October 28, 2023, no prepayment was due under the terms and conditions of the Term Loan.
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 (the "Indenture") with The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent. The Notes require cash interest payments semi-annually in arrears on May 15 and November 15 of each year at a rate of 6.00% per year.
13



ABL Facility

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

On November 6, 2020, Academy, Ltd., as borrower, and the guarantors, amended the previously existing secured asset-based revolving credit facility by entering into an amendment to the First Amended and Restated ABL Credit Agreement, dated as of November 6, 2020, with JPMorgan Chase Bank, N.A. as the administrative agent and collateral agent, letter of credit issuer and swingline lender and the several lenders party thereto, which ABL amendment, among other things, extended the maturity of Academy, Ltd.’s asset-based revolving credit facility thereunder to November 6, 2025 (the "2020 ABL Facility").

On March 30, 2023, Academy, Ltd., as borrower, and the guarantors, amended the 2020 ABL Facility by entering into an amendment to the First Amended and Restated ABL Credit Agreement, dated as of July 2, 2015, with JP Morgan Chase Bank, N.A. as the ABL Agent and the several lenders party thereto, which ABL amendment updated its benchmark base interest rate from LIBOR to Adjusted Term SOFR.
The ABL Facility is used to provide financing for working capital and other general corporate purposes, as well as to support certain letters of credit requirements, and availability is subject to customary borrowing base and availability provisions. During the normal course of business, we periodically utilize letters of credit primarily for the purchase of import goods and in support of insurance contracts. As of October 28, 2023, we had outstanding letters of credit of approximately $11.6 million, all of which were issued under the ABL Facility, and we had no borrowings outstanding under the ABL Facility, leaving an available borrowing capacity under the ABL Facility of $988.4 million.
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%. The ABL Facility also provides a fee applicable to the unused commitments of 0.25%. The terms and conditions of the ABL Facility also require that we prepay outstanding loans under the ABL Facility under certain circumstances. As of October 28, 2023, no future prepayments of outstanding loans have been triggered under the terms and conditions of the ABL Facility.
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 October 28, 2023.


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).
14


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 redeemable on demand. As of October 28, 2023, January 28, 2023 and October 29, 2022, we held $224.0 million, $95.6 million and $264.7 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 October 28, 2023, January 28, 2023, and October 29, 2022 the estimated fair value of the Term Loan and Notes was $0.6 billion, $0.6 billion and $0.7 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.


6. Property and Equipment
Property and equipment consists of the following (amounts in thousands) as of:
October 28, 2023January 28, 2023October 29, 2022
Leasehold improvements$542,698 $484,930 $476,670 
Equipment and software671,939 641,387 624,915 
Furniture and fixtures383,507 360,099 352,501 
Construction in progress63,563 23,159 37,267 
Land3,698 3,698 3,698 
Total property and equipment1,665,405 1,513,273 1,495,051 
Accumulated depreciation and amortization(1,235,757)(1,161,849)(1,141,037)
Property and equipment, net$429,648 $351,424 $354,014 

Depreciation expense was $27.4 million and $79.4 million in the thirteen and thirty-nine weeks ended October 28, 2023, respectively, and $27.0 million and $78.9 million in the thirteen and thirty-nine weeks ended October 29, 2022, respectively.


7. Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consist of the following (amounts in thousands) as of:
October 28, 2023January 28, 2023October 29, 2022
Accrued interest$13,395 $7,015 $13,340 
Accrued personnel costs33,014 57,504 57,979 
Accrued professional fees1,417 3,943 1,762 
Accrued sales and use tax17,441 9,302 15,025 
Accrued self-insurance15,694 20,941 15,677 
Deferred revenue - gift cards and other74,171 92,603 69,727 
Income taxes payable2,128 6,195 5,848 
Property taxes48,160 15,921 46,806 
Sales return allowance5,200 6,100 6,100 
Other21,426 20,645 26,915 
Accrued expenses and other current liabilities$232,046 $240,169 $259,179 

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 2020 Omnibus Incentive Plan provides for the grant of certain equity incentive awards (each, an "Award"), such as options to purchase ASO, Inc. common stock (each, a "Stock Option") and restricted units that may settle in ASO, Inc. common stock (each, a "Restricted Stock Unit") to our directors, executives and eligible employees of the Company. Awards granted under the 2020 Omnibus Incentive Plan consist of Stock Options that vest upon the satisfaction of time-based requirements (each, a "Service Option"), Restricted Stock Units that vest upon the satisfaction of time-based requirements (each, a "Service Restricted Stock Unit") and Restricted Stock Units that vest upon the satisfaction of time and performance and/or market based requirements (each, a "Performance Restricted Stock Unit"). The plan reserved a total of 5,150,000 shares of common stock for issuance. On June 1, 2023, our stockholders approved the First Amendment to the 2020 Omnibus Incentive Plan, which, among other changes, increased the number of shares available for issuance thereunder by 2,600,000 shares. As of October 28, 2023, there were 4,256,743 shares that were authorized and available for future issuance under the 2020 Omnibus Incentive Plan.
On September 29, 2020, the ASO, Inc. Board of Directors adopted the 2020 Employee Stock Purchase Plan (the "ESPP"), which became effective on October 1, 2020. We have reserved a total of 2,000,000 shares under the ESPP and as of October 28, 2023, there were 1,650,543 shares authorized and available for future issuance under the ESPP.
Equity compensation expense was $6.2 million and $26.1 million for the thirteen and thirty-nine weeks ended October 28, 2023, respectively. Equity compensation expense was $5.8 million and $15.5 million for the thirteen and thirty-nine weeks ended October 29, 2022, respectively. These costs are included in selling, general and administrative expenses in the consolidated statements of income.

Service Option Fair Value Assumptions
The fair value for Service Options granted was estimated using a Black-Scholes option-pricing model. The expected lives of the Service Options granted were based on the "SEC simplified" method. Expected price volatility was determined based on a time-weighted average of the historical volatility for the Company and implied volatilities of comparable companies over a historical period that matches the expected life of the Award. The risk-free interest rate was based on the expected U.S. Treasury rate over the expected life. The dividend yield was calculated based on the most recent annualized quarterly dividend and the valuation date closing stock price. The assumptions used to calculate the fair value of Awards granted are evaluated and modified, as necessary, to reflect current market conditions and experience.
The following table presents the assumptions and grant date fair values for Service Options granted in the thirty-nine weeks ended October 28, 2023:
Expected life in years6.0
Expected volatility
45.7% to 50.8%
Weighted-average volatility47.9 %
Risk-free interest rate
3.7% to 4.4%
Dividend yield0.6 %

The following table presents the Award grants during the thirty-nine weeks ended October 28, 2023:
Service OptionsService Restricted Stock UnitsPerformance Restricted Stock Units
Number of shares252,798 361,008 241,229 
Weighted average grant date fair value per Award$27.69 $60.32 $58.03 
Weighted average exercise price per Award$58.26 N/AN/A

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The following table presents the unrecognized compensation cost as of October 28, 2023:

Service OptionsService Restricted Stock UnitsPerformance Restricted Stock Units
Remaining expense$12,716,241 $21,479,241 $10,017,247 
Weighted average life remaining in years2.22.22.2


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 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 EndedThirty-Nine Weeks Ended
October 28, 2023October 29, 2022October 28, 2023October 29, 2022
Net income$99,978 $131,741 $351,023 $470,348 
Weighted average common shares outstanding - basic74,461 79,085 75,809 82,901 
Dilutive effect of Service Restricted Stock Units177 144 301 123 
Dilutive effect of Performance Restricted Stock Units155 105 159 96 
Dilutive effect of Service Options1,176 1,840 1,478 1,581 
Dilutive effect of Performance Unit Options88 205 119 209 
Dilutive effect of ESPP Shares  27  
Weighted average common shares outstanding - diluted76,057 81,379 77,893 84,910 
Earnings per common share - basic$1.34 $1.67 $4.63 $5.67 
Earnings per common share - diluted$1.31 $1.62 $4.51 $5.54 
Anti-dilutive stock-based awards excluded from diluted calculation253 7 135 59 


10. Commitments and Contingencies

Technology Related and Other Commitments
As of October 28, 2023, we have obligations under technology-related, construction and other contractual commitments in the amount of $68.4 million. Of such commitments, approximately $36.4 million is payable in the next 12 months.

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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. On May 9, 2023, the U.S. Customs and Border Protection (the "CBP") notified us we owed additional duties relating to certain products that we imported from China that CBP believes are subject to certain anti-dumping and/or countervailing duties. We do not believe that these products are subject to such duties and are contesting CBP’s determination vigorously. While we contest CBP’s determination, we were required to deposit with CBP an amount of duties relating to these products, which are included in prepaid expenses and other current assets on the Company’s consolidated balance sheet while this matter is pending. We do not believe this matter will have a material adverse effect on our financial position, results of operations or cash flows. However, the ultimate outcome of this matter cannot be determined at this time, and we cannot assure you that we will be successful in contesting CBP's determination or that we will not need to accrue or pay additional amounts in the future.
There have been no material developments during the fiscal quarter ended October 28, 2023, 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 October 28, 2023, we have $13.8 million in related commitments through 2027, of which $5.1 million is payable in the next 12 months.

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11. Subsequent Events
Our management evaluated events or transactions that occurred after October 28, 2023 through November 30, 2023, the issuance date of the consolidated financial statements, and identified the following matters to report:
On November 29, 2023, the Company's Board of Directors declared a quarterly cash dividend with respect to the fiscal quarter ended October 28, 2023, of $0.09 per share of the Company's common stock, payable on January 10, 2024, to stockholders of record as of the close of business on December 13, 2023.
On November 29, 2023, the Company's Board of Directors authorized a new share repurchase program under which the Company may purchase up to $600 million of its outstanding shares during the three-year period ending November 29, 2026 (the "2023 Share Repurchase Program"). Under the 2023 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 a non-discretionary trading plan, all in compliance with the rules of the SEC and other applicable legal requirements. The timing, manner, price and amount of any common share repurchases under the 2023 Share Repurchase Program will be determined by the Company in its discretion and will depend on a variety of factors, including legal requirements, price and economic and market conditions. The 2023 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 total availability under the 2023 Share Repurchase Program and the 2022 Share Repurchase Program is $699.4 million.
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Cautionary Statement Regarding Forward-looking Statements
This Quarterly Report on Form 10-Q (this "Quarterly Report") includes "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which are subject to the "safe harbor" created by those sections. Forward-looking statements include all statements that are not historical facts, including statements reflecting our current views with respect to, among other things, our operations and financial performance. These forward-looking statements are included throughout this Quarterly Report, including this "Management’s Discussion and Analysis of Financial Condition and Results of Operations" and in the section entitled "Risk Factors," and relate to matters such as macroeconomic conditions, our industry, business strategy, goals and expectations concerning our market position, future operations, margins, profitability, capital expenditures, liquidity and capital resources and other financial and operating information. We have used the words "anticipate," "assume," "believe," "continue," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "future," "will," "seek," "foreseeable," the negative version of these words or similar terms and phrases to identify forward-looking statements in this Quarterly Report.
The forward-looking statements contained in this Quarterly Report are based on management’s current expectations and are not guarantees of future performance. The forward-looking statements are subject to various risks, uncertainties, assumptions or changes in circumstances that are difficult to predict or quantify. Our expectations, beliefs, and projections are expressed in good faith and we believe there is a reasonable basis for them. However, there can be no assurance that management’s expectations, beliefs and projections will result or be achieved. Actual results may differ materially from these expectations due to changes in global, regional or local economic, business, competitive, market, regulatory and other factors, many of which are beyond our control. We believe that these factors include but are not limited to those described under "Risk Factors" in the Company's Annual Report on Form 10-K for the fiscal year ended January 28, 2023 (the "Annual Report"), as filed with the Securities and Exchange Commission (the "SEC") on March 16, 2023, as such risk factors have been updated from time to time in our periodic filings with the SEC, and are accessible on the SEC's website at www.sec.gov.
Any forward-looking statement made by us in this Quarterly Report speaks only as of the date of this Quarterly Report and are expressly qualified in their entirety by the cautionary statements included in this Quarterly Report. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements and you should not place undue reliance on our forward-looking statements. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures, investments or other strategic transactions we may make. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws.
The following is a summary of the principal factors that make an investment in our securities speculative or risky (all of which are more fully described in the section entitled "Risk Factors" in the Annual Report):
Risks Related to Our Business and Industry
overall decline in the health of the economy and consumer discretionary spending;
our ability to predict or effectively react to changes in consumer tastes and preferences, to acquire and sell brand name merchandise at competitive prices and/or to manage our inventory balances;
the continued impact of the COVID-19 pandemic on our business and the communities we serve;
risks associated with our reliance on internationally manufactured merchandise;
our ability to safeguard sensitive or confidential data relating to us and our customers, team members and vendors;
intense competition in the sporting goods and outdoor recreation retail industries;
our ability to operate, update or implement our information technology systems;
risks associated with disruptions in our supply chain and losses of merchandise purchasing incentives;
harm to our reputation;
any failure of our third-party vendors of outsourced business services and solutions;
our ability to successfully continue our store growth plans or manage our growth effectively, or any failure of our new stores to generate sales and/or achieve profitability;
risks associated with our e-commerce business;
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risks related to our private label brand merchandise;
any disruption in the operation of our distribution centers;
quarterly and seasonal fluctuations in our operating results;
the occurrence of severe weather events, catastrophic health events, natural or man-made disasters, social and political conditions or civil unrest;
our dependence on our ability to meet our labor needs;
our ability to retain key personnel;
the geographic concentration of our stores;
fluctuations in merchandise (including raw materials) costs and availability;
payment-related risks;
the effectiveness of our marketing and advertising programs;
our ability to successfully pursue strategic acquisitions and integrate acquired businesses.
Legal and Regulatory Risks
our ability to comply with laws and regulations affecting our business, including those relating to the sale, manufacture and import of consumer products;
risks related to climate change and other sustainability-related matters;
claims, demands and lawsuits to which we are, and may in the future, be subject and the risk that our insurance or indemnities coverage may not be sufficient;
risks related to product safety;
our ability to protect our intellectual property and avoid the infringement of third-party intellectual property rights.
Risks Related to Our Indebtedness
our level of indebtedness and related debt service payments and our ability to generate sufficient cash flow to satisfy all of our obligations under our indebtedness;
our ability to incur substantially more debt;
our variable rate indebtedness subjects us to interest rate risk;
restrictions on our current and future operations imposed by the terms of our indebtedness;
our ability to borrow under the ABL Facility (as defined below);
our level of indebtedness may hinder our ability to negotiate favorable terms with our vendors;
Risks Related to the Ownership of Our Common Stock
our stock price is volatile or may decline;
our ability or decision to pay dividends on our common stock or conduct stock repurchases;
lack of or negative coverage by securities analysts;
anti-takeover provisions in our organizational documents could delay or prevent a change of control;
our board of directors is authorized to issue and designate shares of preferred stock without stockholder approval;
our exclusive forum provision; and
you may be diluted by any future issuances of shares by us.
These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this Quarterly Report. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, our actual results may vary in material respects from those projected in these forward-looking statements.


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The following discussion and analysis of our financial condition and results of operations should be read together with our unaudited financial statements and related notes included elsewhere in this Quarterly Report for the thirteen and thirty-nine weeks ended October 28, 2023 and our audited financial statements for the fiscal year ended January 28, 2023 and the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in the Annual Report.
All references to "Academy," "Academy Sports + Outdoors," "ASO, Inc.," "we," "us," "our" or the "Company" in this Quarterly Report refer to Academy Sports and Outdoors, Inc., a Delaware corporation and the current parent holding company of our operations, and its consolidated subsidiaries. We conduct our operations through our subsidiaries, including our indirect subsidiary, Academy, Ltd., an operating company which is doing business as "Academy Sports + Outdoors." All of the Company's sales and business operations occur at Academy, Ltd., and Academy, Ltd., is also the borrower and/or issuer of the Company's long-term debt and lessee of facilities.
We operate on a retail fiscal calendar pursuant to which our fiscal year consists of 52 or 53 weeks, ending on the Saturday closest to January 31 (which such Saturday may occur on a date following January 31) each year. References to any year, quarter, or month mean our fiscal year, fiscal quarter, and fiscal month, respectively, unless the context requires otherwise. References to the "current quarter," "2023 third quarter," or similar reference refers to the thirteen week period ended October 28, 2023, and any reference to the "prior year quarter," "2022 third quarter" or similar reference refers to the thirteen week period ended October 29, 2022. Any reference in this Quarterly Report to "current year-to-date," "year-to-date 2023" or similar reference represents the thirty-nine week period ended October 28, 2023, and any reference in this Quarterly Report to "prior year-to-date," "year-to-date 2022" or similar reference represents the thirty-nine week period ended October 29, 2022. Unless otherwise specified, all comparisons regarding the current period of 2023 are made to the corresponding period of 2022.

Overview
We are a leading full-line sporting goods and outdoor recreation retailer in the United States. Our mission is to provide “Fun for All”, and we fulfill this mission with a localized merchandising strategy and value proposition that deeply connect with a broad range of consumers. Our product assortment focuses on key categories of outdoors, apparel, footwear and sports and recreation (representing 32%, 27%, 22% and 19% of our 2023 third quarter net sales, respectively) through both leading national brands and a portfolio of private label brands, which go well beyond traditional sporting goods and apparel offerings.
We sell a range of sporting and outdoor recreation products, including sporting equipment, apparel, footwear, camping gear, patio furniture, outdoor cooking equipment, and hunting and fishing gear, among many others. Our strong merchandise assortment is anchored by our broad offering of year-round items, such as fitness equipment and apparel, work and casual wear, folding chairs, wagons and tents, training and running shoes, and coolers. We also carry a deep selection of seasonal items, such as sports equipment and apparel, seasonal wear and accessories, hunting and fishing equipment and apparel, patio furniture, trampolines, play sets, bicycles, and severe weather supplies. We provide locally relevant offerings, such as crawfish boilers in Louisiana, licensed apparel for area sports fans, baits and lures for area fishing spots, and beach towels in coastal markets.
As of October 28, 2023, we operated 275 stores that range in size from approximately 40,000 to 130,000 gross square feet, with an average size of approximately 70,000 gross square feet, throughout 18 contiguous states located primarily in the southern United States. Our stores are supported by approximately 22,000 team members, three distribution centers, and our e-commerce platform, which includes our website at www.academy.com and our mobile app. Additionally, we are deepening our customer relationships, further integrating our e-commerce platform with our stores and driving operating efficiencies by developing our omnichannel capabilities, such as our mobile app, optimizing the website experience and upgrading our fulfillment capabilities.
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The following table summarizes store activity for the periods indicated:
Thirty-Nine Weeks Ended
October 28, 2023October 29, 2022
Beginning stores268 259 
Q1 new stores1 
Q2 new stores1 
Q3 new stores5 
Closed — 
Ending stores275 265 
Relocated stores — 

How We Assess the Performance of Our Business and Recent Trends
Our management considers a number of financial and operating metrics, including the following key metrics, to evaluate our business, measure our performance, identify trends affecting our business, determine the allocation of resources, make decisions regarding corporate strategies and evaluate projections. These metrics include operational measures and non-GAAP metrics supplemental to our GAAP results.
Comparable Sales. We define comparable sales as the percentage of period-over-period net sales increase or decrease, in the aggregate, for stores open after thirteen full fiscal months, as well as for all e-commerce sales. There may be variations in the way in which some of our competitors and other retailers calculate comparable sales. As a result, data in this Quarterly Report regarding our comparable sales may not be comparable to similar data made available by other retailers. Stores which have been significantly remodeled or relocated are removed from this calculation until the new store has been in operation for substantially all of the periods being compared. Stores which have been closed for an extended period of time due to circumstances beyond our control are also removed from the calculation. Any sales made through our website or mobile app are allocated to e-commerce sales for the purpose of measuring comparable sales, regardless of how those sales are fulfilled, whether shipped to home or picked up in-store or curbside through our buy-online-pickup-in-store program ("BOPIS"). For example, all BOPIS transactions, which are originated by our website, are allocated to e-commerce sales for the purpose of comparable sales, despite the fact that our customers pick-up these purchases from a specific store.
Increases or decreases in e-commerce between periods being compared directly impact the comparable sales results. Various factors affect comparable sales, including consumer preferences, buying trends and overall economic trends; our ability to identify and respond effectively to customer preferences and local and regional trends; our ability to provide an assortment of high quality/value oriented product offerings that generate new and repeat visits to our stores and our website; the customer experience and unique services we provide in our stores; our ability to execute our omnichannel strategy, including the growth of our e-commerce business; changes in product mix and pricing, including promotional activities; the number of items purchased per visit and average order value; a shift in the timing of a holiday between comparable periods; and the number of stores that have been in operation for more than 13 months.
We experienced a decrease in comparable sales in the prior year, which continued with a decline of 7.6% for the year-to-date 2023. See the discussion on Net Sales below for some contributing factors to these changes.
Transactions and average ticket. We define transactions as the number of customer transactions for stores and e-commerce during a given period on a comparable sales basis. Transactions are influenced by customer traffic, the amount of customers that visited our stores or website, and sales conversion, the percent of those customers that made a purchase. We define average ticket as total comparable sales divided by the number of transactions during a given period, which tells us the average amount the customer is spending on a purchase.
Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, Adjusted Earnings per Share and Adjusted Free Cash Flow. Management uses Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, Adjusted Earnings per Share and Adjusted Free Cash Flow to supplement GAAP measures of performance in the evaluation of the effectiveness of our business strategies, to make budgeting decisions, and to compare our performance against that of other peer companies using similar measures. Management also uses Adjusted EBIT as a performance target to establish and award discretionary annual incentive compensation. See "Non-GAAP Measures" below.
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Components of Our Results of Operations. Our profitability is primarily influenced by fluctuations in net sales, gross margin and our ability to leverage selling, general and administrative expenses.
Net Sales. Net sales are derived from in-store and e-commerce merchandise sales, net of sales tax and an allowance for merchandise returns.
Net sales fluctuations can be driven by new store openings, comparable sales increases or decreases including e-commerce sales, our ability to adjust inventory based on sales fluctuations, our management of vendor relations and meeting customer demand, allowances and logistics, seasonality, unseasonal or extreme weather, changes in consumer shopping preferences, consumer discretionary spending, and market and sales promotions.
We must maintain sufficient inventory levels of merchandise that our customers desire to successfully operate our business. A shortage of popular merchandise could reduce our net sales. Conversely, we also must seek to avoid accumulating excess inventory to avoid markdowns and clearance which negatively impact sales and gross margin. We have deployed several new tools over recent years to improve inventory handling and vendor management, including third-party programs to analyze our inventory stock and execute a disciplined markdown strategy throughout the year at every location. This implementation, along with other factors, has allowed us to improve our inventory management in stores over the past few years. We have coupled these tools with the data we have been able to collect from our Academy Credit Card program, our customer database and targeted customer surveys, so that we can better estimate future inventory requirements. It is imperative that we continue to find innovative ways to strengthen our inventory management if we are to remain competitive and expand our margins on a go-forward basis.
Our broad assortment gives us an advantage over mass general merchants who typically do not carry the leading national brands sold at Academy. We have also continued to add private label brand products to our assortment of products, which we generally price lower than the national brand products of comparable quality that we also offer. A shift in our sales mix in which we sell more units of our private label brand products and fewer units of the national brand products would generally have a positive impact on our gross margin but an adverse impact on our total net sales. Furthermore, our softgoods merchandise divisions, which consist of apparel and footwear, have higher margins than our hardgoods merchandise divisions, which consist of outdoors and sports and recreation. A shift in sales mix toward softgoods would generally have a positive impact on gross margin and a shift in sales mix towards hardgoods would generally have a negative impact on gross margin. In recent years we have experienced higher sales related to the outdoors and sports and recreation merchandise divisions, as our customers turned to us for isolated recreation and outdoor and leisure activities during the pandemic. As our business has normalized, we have experienced a shift in our sales mix from the outdoors and sports and recreation merchandise divisions to the footwear and apparel merchandise divisions, which has generally had a positive impact on our gross margin rate.
The expansion and enhancement of our omnichannel capabilities has resulted in increased sales in recent years, and we expect that it will continue to be a driver of growth in our net sales. We continue to invest in initiatives that will increase traffic to our e-commerce platform, which includes our website and mobile app, and drive increased online sales conversion. We have recently improved our omnichannel capabilities by implementing several innovative features to enhance the customer shopping experience, including a redesigned home page, additional BOPIS features, and enhanced shipment notifications. Our improved e-commerce platform supports our stores with digital marketing and our BOPIS and ship-to-store programs. Additionally, our e-commerce platform allows us to reach customers outside of our current store footprint and introduces new customers to the Academy brand. It also allows for us to connect further with our customers for marketing and product education. We believe it is important that we continue to grow our omnichannel capabilities, which, together with recent enhancements made to our website and omnichannel capabilities, contributed to the increase in e-commerce sales during 2022. During the 2023 third quarter, stores facilitated approximately 95% of our total sales, including ship-from-store, BOPIS and in-store retail sales. We expect to continue to invest in expanding and enhancing our omnichannel capabilities, including our mobile app, optimizing the web site experience and upgrading our fulfillment capabilities, which will continue to require significant investments by us.
We expect that new stores will be a key driver of growth in our net sales in the future as we execute our new store opening growth plans of 14 total new stores in 2023 and 120 to 140 total new stores over the five fiscal year period ending with 2027. Our results of operations have been and will continue to be materially affected by the timing and number of new store openings. We are continually assessing the number of locations available that could accommodate our preferred size of stores in markets we would consider, and during the 2023 third quarter we opened five new stores. We expect most of our stores to achieve profitability within the first twelve months of opening. We believe our real estate strategy has positioned us well for further expansion.
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Gross Margin. Gross margin is our net sales less cost of goods sold. Our cost of goods sold includes the direct cost of merchandise and costs related to procurement, warehousing and distribution, which consist primarily of payroll and benefits, distribution center occupancy costs and freight and are generally variable in nature relative to our sales volume.
Our gross margin depends on a number of factors, such as net sales increases or decreases, our promotional activities, product mix including private label merchandise sales, and our ability to control cost of goods sold, such as inventory and logistics cost management. Our gross margin is also impacted by variables including commodity costs, freight costs, shrinkage (discussed below) and inventory processing costs and e-commerce shipping costs. We track and measure gross margin as a percentage of net sales in order to evaluate our performance against profitability targets.
During 2021, we began to see increased competition across the industry for resources throughout a constrained supply chain, which resulted in disruptions to the flow of products from our vendors, labor shortages, reduced shipping container availability, and longer delays at the port. As a result, we experienced a period of decreased or delayed supply and high inflation which negatively impacted transportation and inventory costs. Over the past year, we have seen improvement to these constraints, resulting in decreased freight costs.
We refer to loss or theft of inventory as "shrinkage" or "shrink". Over recent years, the United States retail industry, including Academy, has experienced a significant increase in inventory shrink, which has resulted in a negative impact to our gross margins. A prolonged period of significant increased shrink could have a material negative impact on our gross margin and results of operations.
Selling, General and Administrative Expenses. Selling, general and administrative ("SG&A") expenses include store and corporate administrative payroll and payroll benefits, store and corporate headquarters occupancy costs, advertising, credit card processing, information technology, pre-opening costs and other store and administrative expenses. These expenses are both variable and fixed in nature. SG&A expenses as a percentage of sales increased from 21.5% in the prior year-to-date to 23.8% in the current year-to-date, primarily attributable to the addition of new stores. We track and measure operating expenses as a percentage of net sales in order to evaluate our performance against profitability targets. Management of SG&A expenses depends on our ability to balance a control of operating costs, such as store, distribution center, and corporate headcount, information technology infrastructure and marketing and advertising expenses, with efficiently and effectively servicing our customers.
Pre-opening expenses represent non-capital expenditures associated with the opening of new stores and distribution centers prior to sales generation or start of operations, which consist primarily of occupancy costs, marketing, payroll and recruiting costs, and are expensed as incurred. As we execute our new store opening growth plans of 14 total new stores in 2023 and 120 to 140 total new stores over the five fiscal year period ending with 2027, we expect our pre-opening expenses to increase and result in a negative impact to SG&A as a percentage of sales. The following table summarizes our pre-opening expense activity for the periods presented:
Thirteen Weeks EndedThirty-Nine Weeks Ended
October 28, 2023October 29, 2022October 28, 2023October 29, 2022
Number of new stores opened5 7 
Pre-opening expenses (in millions)$4.0 $2.1 $7.9 $4.9 
Interest Expense. Interest expense includes regular interest payable related to our Term Loan, Notes and ABL Facility (see Note 4 to the accompanying financial statements) and the amortization of our deferred loan costs and original issuance discounts associated with the acquisition of the debt. In December 2022, we utilized cash on hand to voluntarily prepay $100 million of outstanding borrowings on our Term Loan; however, this decrease in the Term Loan was largely offset by increases made by the Federal Reserve to the federal funds benchmark rate during 2022 and 2023, resulting in a small decrease in interest expense in the year-to-date 2023 compared to the year-to-date 2022.
Income Tax Expense. ASO, Inc. is treated as a U.S. corporation for U.S. federal, state, and local income tax purposes and accordingly, a provision for income taxes has been recorded for the anticipated tax consequences of our reported results of operations for federal, state and local income taxes. Recent fluctuations in income tax expense have been primarily as a result of changes in income before income taxes.
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Results of Operations

Thirteen Weeks Ended October 28, 2023 Compared to Thirteen Weeks Ended October 29, 2022
The following table sets forth amounts and information derived from our unaudited statements of income for the periods indicated as follows (dollar amounts in thousands):
Thirteen Weeks EndedChange
October 28, 2023October 29, 2022DollarsPercent
Net sales$1,397,777 100.0 %$1,493,925 100.0 %$(96,148)(6.4)%
Cost of goods sold915,136 65.5 %971,454 65.0 %(56,318)(5.8)%
Gross margin482,641 34.5 %522,471 35.0 %(39,830)(7.6)%
Selling, general and administrative expenses345,910 24.7 %342,949 23.0 %2,961 0.9 %
Operating income136,731 9.8 %179,522 12.0 %(42,791)(23.8)%
Interest expense, net10,930 0.8 %12,163 0.8 %(1,233)(10.1)%
Other (income), net(4,146)(0.3)%(2,538)(0.2)%(1,608)63.4 %
Income before income taxes129,947 9.3 %169,897 11.4 %(39,950)(23.5)%
Income tax expense29,969 2.1 %38,156 2.6 %(8,187)(21.5)%
Net income$99,978 7.2 %$131,741 8.8 %$(31,763)(24.1)%
*Percentages in table may not sum properly due to rounding.

Net Sales. Net sales decreased $96.1 million, or 6.4%, in the 2023 third quarter over the prior year third quarter as a result of decreased comparable sales of 8.0%, which were partially offset by additional net sales generated by new locations. As of the end of the 2023 third quarter, we operated 10 additional stores as compared to the end of the 2022 third quarter, and we had the full benefit of four stores opened during the 2022 third quarter. Collectively, these stores accounted for a $21.9 million increase in net sales for the 2023 third quarter, which does not include e-commerce sales fulfilled from these locations.
The decrease of 8.0% in comparable sales was driven by lower sales across all merchandise divisions as a result of a decrease in transactions of 8.1%, while average ticket remained relatively flat. The outdoors merchandise division sales declines were primarily as a result of a decrease in the hunting category, driven by decreases in firearms and ammunition sales over the prior year third quarter, which were partially offset by increased sales in the camping category. The apparel merchandise division sales decreased due to lower sales in athletic and outdoor apparel. The footwear merchandise division sales decrease was led by lower sales in the athletic footwear, work footwear and casual footwear categories. The decline in the sports and recreation merchandise division sales was primarily driven by decreased sales in fitness equipment and bikes.
E-commerce net sales represented 9.4% of merchandise sales for the 2023 third quarter compared to 9.5% for the prior year third quarter.
Gross Margin. Gross margin decreased $39.8 million, or 7.6%, to $482.6 million in the 2023 third quarter from $522.5 million in the 2022 third quarter. As a percentage of net sales, gross margin decreased 0.5% from 35.0% in the 2022 third quarter to 34.5% in the 2023 third quarter. The decrease of 50 basis points in gross margin is primarily attributable to:
49 basis points of unfavorability in merchandise margin as a result of increased planned promotional activity compared to the 2022 third quarter;
26 basis points of unfavorability in inventory overhead expenditures as a result of higher absorption rates from slower inventory turnover;
19 basis points of unfavorability as a result of decreased vendor allowances;
12 basis points of unfavorability related to increased inventory shrinkage; partially offset by
77 basis points of favorability in import and domestic freight due to lower freight costs per unit.
26



Selling, General and Administrative Expenses. SG&A expenses increased $3.0 million, or 0.9%, to $345.9 million in the 2023 third quarter as compared to $342.9 million in the 2022 third quarter. As a percentage of net sales, SG&A expenses increased 1.7% to 24.7% in the 2023 third quarter compared to 23.0% in the 2022 third quarter. The increase of 170 basis points in SG&A is partially attributable to deleverage from decreased sales. SG&A costs also increased $3.0 million primarily as a result of:
Property and facility fees increase of $8.3 million primarily due to investments in long-term growth initiatives, which includes the addition of new stores and increased technology expense; partially offset by
Professional fees decrease of $2.5 million; and
Employee compensation costs decrease of $1.1 million, primarily driven by lower incentive compensation expenses in the current year quarter.
Interest Expense. Interest expense decreased $1.2 million, or 10.1%, in the 2023 third quarter when compared with the 2022 third quarter, resulting from higher capitalized interest due to increased construction of new stores and a lower outstanding balance on our long-term debt driven by a voluntary prepayment of $100.0 million made in December 2022.
Other (Income), net. Other (income), net, increased $1.6 million in the 2023 third quarter when compared with the 2022 third quarter, primarily driven by higher interest rates on money market investments in the current year.

Income Tax Expense. Income tax expense decreased $8.2 million to $30.0 million for the 2023 third quarter as compared to $38.2 million in the 2022 third quarter, resulting primarily from a decrease in pre-tax income.


Thirty-Nine Weeks Ended October 28, 2023 Compared to Thirty-Nine Weeks Ended October 29, 2022
The following table sets forth amounts and information derived from our unaudited statements of income for the periods indicated as follows (dollar amounts in thousands):
Thirty-Nine Weeks EndedChange
October 28, 2023October 29, 2022DollarsPercent
Net sales$4,364,463 100.0 %$4,648,570 100.0 %$(284,107)(6.1)%
Cost of goods sold2,851,261 65.3 %3,008,612 64.7 %(157,351)(5.2)%
Gross margin1,513,202 34.7 %1,639,958 35.3 %(126,756)(7.7)%
Selling, general and administrative expenses1,039,312 23.8 %998,209 21.5 %41,103 4.1 %
Operating income473,890 10.9 %641,749 13.8 %(167,859)(26.2)%
Interest expense, net33,473 0.8 %34,240 0.7 %(767)(2.2)%
Other (income), net(11,482)(0.3)%(4,676)(0.1)%(6,806)145.6 %
Income before income taxes451,899 10.4 %612,185 13.2 %(160,286)(26.2)%
Income tax expense100,876 2.3 %141,837 3.1 %(40,961)(28.9)%
Net income$351,023 8.0 %$