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~~April 29, ~~2022~~2023

☐ 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 Sports and Outdoors, Inc.

(Exact name of registrant as specified in its charter)

Delaware

85-1800912

(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 class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

ASO

The 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~~May 30, ~~2022,~~2023, Academy Sports and Outdoors, Inc. had ~~78,144,893~~76,455,267 shares of common stock, par value $0.01 per share, outstanding.

ACADEMY SPORTS AND OUTDOORS, INC.

TABLE OF CONTENTS

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 29, 2022		January 29, 2022		October 30, 2021			April 29, 2023		January 28, 2023		April 30, 2022
ASSETS	ASSETS							ASSETS
CURRENT ASSETS:	CURRENT ASSETS:							CURRENT ASSETS:
Cash and cash equivalents	Cash and cash equivalents	$	318,167	$	485,998	$	401,297	Cash and cash equivalents	$	295,536	$	337,145	$	472,395
Accounts receivable - less allowance for doubtful accounts of $1,449, $732 and $1,139, respectively		15,998		19,718		12,368
Accounts receivable - less allowance for doubtful accounts of $2,286, $2,004 and $808, respectively								Accounts receivable - less allowance for doubtful accounts of $2,286, $2,004 and $808, respectively	10,412		16,503		12,666
Merchandise inventories, net	Merchandise inventories, net	1,495,464		1,171,808		1,325,979		Merchandise inventories, net	1,386,457		1,283,517		1,323,886
Prepaid expenses and other current assets	Prepaid expenses and other current assets	44,241		36,460		44,491		Prepaid expenses and other current assets	34,622		47,747		39,578
Assets held for sale	Assets held for sale	1,763		1,763		1,763		Assets held for sale	1,763		1,763		1,763
Total current assets	Total current assets	1,875,633		1,715,747		1,785,898		Total current assets	1,728,790		1,686,675		1,850,288

PROPERTY AND EQUIPMENT, NET	PROPERTY AND EQUIPMENT, NET	354,014		345,836		358,110		PROPERTY AND EQUIPMENT, NET	365,024		351,424		339,529
RIGHT-OF-USE ASSETS	RIGHT-OF-USE ASSETS	1,100,522		1,079,546		1,087,407		RIGHT-OF-USE ASSETS	1,087,854		1,100,085		1,085,805
TRADE NAME	TRADE NAME	577,571		577,215		577,144		TRADE NAME	577,799		577,716		577,246
GOODWILL	GOODWILL	861,920		861,920		861,920		GOODWILL	861,920		861,920		861,920

OTHER NONCURRENT ASSETS	OTHER NONCURRENT ASSETS	12,804		4,676		5,516		OTHER NONCURRENT ASSETS	20,547		17,619		4,368
Total assets	Total assets	$	4,782,464	$	4,584,940	$	4,675,995	Total assets	$	4,641,934	$	4,595,439	$	4,719,156

LIABILITIES AND STOCKHOLDERS' EQUITY	LIABILITIES AND STOCKHOLDERS' EQUITY							LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:	CURRENT LIABILITIES:							CURRENT LIABILITIES:
Accounts payable	Accounts payable	$	840,585	$	737,826	$	919,196	Accounts payable	$	712,643	$	686,472	$	825,456
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	259,179		303,207		304,488		Accrued expenses and other current liabilities	221,388		240,169		274,399
Current lease liabilities	Current lease liabilities	88,447		83,077		86,701		Current lease liabilities	112,333		109,075		85,719
Current maturities of long-term debt	Current maturities of long-term debt	3,000		3,000		3,000		Current maturities of long-term debt	3,000		3,000		3,000
Total current liabilities	Total current liabilities	1,191,211		1,127,110		1,313,385		Total current liabilities	1,049,364		1,038,716		1,188,574

LONG-TERM DEBT, NET	LONG-TERM DEBT, NET	682,803		683,585		683,845		LONG-TERM DEBT, NET	584,093		584,456		683,325
LONG-TERM LEASE LIABILITIES	LONG-TERM LEASE LIABILITIES	1,093,909		1,077,667		1,088,142		LONG-TERM LEASE LIABILITIES	1,058,869		1,072,192		1,081,871
DEFERRED TAX LIABILITIES, NET	DEFERRED TAX LIABILITIES, NET	242,843		217,212		188,243		DEFERRED TAX LIABILITIES, NET	257,120		259,043		224,366
OTHER LONG-TERM LIABILITIES	OTHER LONG-TERM LIABILITIES	12,779		12,420		26,386		OTHER LONG-TERM LIABILITIES	11,526		12,726		12,512
Total liabilities	Total liabilities	3,223,545		3,117,994		3,300,001		Total liabilities	2,960,972		2,967,133		3,190,648

COMMITMENTS AND CONTINGENCIES (NOTE 12)
COMMITMENTS AND CONTINGENCIES (NOTE 10)								COMMITMENTS AND CONTINGENCIES (NOTE 10)

STOCKHOLDERS' EQUITY:	STOCKHOLDERS' EQUITY:							STOCKHOLDERS' EQUITY:
Preferred stock, $0.01 par value, authorized 50,000,000 shares; none issued and outstanding	Preferred stock, $0.01 par value, authorized 50,000,000 shares; none issued and outstanding	—		—		—		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; 77,959,530; 87,079,394 and 88,164,878 issued and outstanding as of October 29, 2022, January 29, 2022 and October 30, 2021, respectively.		779		870		882
Common stock, $0.01 par value, authorized 300,000,000 shares; 76,439,594; 76,711,720 and 85,071,234 issued and outstanding as of April 29, 2023, January 28, 2023 and April 30, 2022, respectively.								Common stock, $0.01 par value, authorized 300,000,000 shares; 76,439,594; 76,711,720 and 85,071,234 issued and outstanding as of April 29, 2023, January 28, 2023 and April 30, 2022, respectively.	764		767		850
Additional paid-in capital	Additional paid-in capital	203,734		198,016		188,329		Additional paid-in capital	229,633		216,209		199,559
Retained earnings	Retained earnings	1,354,406		1,268,060		1,188,271		Retained earnings	1,450,565		1,411,330		1,328,099
Accumulated other comprehensive loss		—		—		(1,488)

Stockholders' equity	Stockholders' equity	1,558,919		1,466,946		1,375,994		Stockholders' equity	1,680,962		1,628,306		1,528,508
Total liabilities and stockholders' equity	Total liabilities and stockholders' equity	$	4,782,464	$	4,584,940	$	4,675,995	Total liabilities and stockholders' equity	$	4,641,934	$	4,595,439	$	4,719,156

See Condensed Notes to Consolidated Financial Statements

ACADEMY SPORTS AND OUTDOORS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(Amounts in thousands, except per share data)


		Thirteen Weeks Ended				Thirty-Nine Weeks Ended					Thirteen Weeks Ended
		October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021				April 29, 2023		April 30, 2022
NET SALES	NET SALES	$	1,493,925	$	1,592,795	$	4,648,570	$	4,964,658	NET SALES		$	1,383,609	$	1,467,730
COST OF GOODS SOLD	COST OF GOODS SOLD	971,454		1,031,957		3,008,612		3,197,623		COST OF GOODS SOLD		916,494		946,306
GROSS MARGIN	GROSS MARGIN	522,471		560,838		1,639,958		1,767,035		GROSS MARGIN		467,115		521,424

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	SELLING, GENERAL AND ADMINISTRATIVE EXPENSES	342,949		344,725		998,209		1,057,290		SELLING, GENERAL AND ADMINISTRATIVE EXPENSES		340,919		315,931
OPERATING INCOME	OPERATING INCOME	179,522		216,113		641,749		709,745		OPERATING INCOME		126,196		205,493

INTEREST EXPENSE, NET	INTEREST EXPENSE, NET	12,163		11,424		34,240		38,130		INTEREST EXPENSE, NET		11,230		10,920
LOSS ON EARLY RETIREMENT OF DEBT		—		—		—		2,239

OTHER (INCOME), NET	OTHER (INCOME), NET	(2,538)		(614)		(4,676)		(1,746)		OTHER (INCOME), NET		(3,713)		(697)
INCOME BEFORE INCOME TAXES	INCOME BEFORE INCOME TAXES	169,897		205,303		612,185		671,122		INCOME BEFORE INCOME TAXES		118,679		195,270

INCOME TAX EXPENSE	INCOME TAX EXPENSE	38,156		43,998		141,837		141,511		INCOME TAX EXPENSE		24,709		45,464
NET INCOME	NET INCOME	$	131,741	$	161,305	$	470,348	$	529,611	NET INCOME		$	93,970	$	149,806

EARNINGS PER COMMON SHARE:	EARNINGS PER COMMON SHARE:									EARNINGS PER COMMON SHARE:
BASIC	BASIC	$	1.67	$	1.77	$	5.67	$	5.76	BASIC		$	1.22	$	1.73
DILUTED	DILUTED	$	1.62	$	1.72	$	5.54	$	5.55	DILUTED		$	1.19	$	1.69
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:	WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:									WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:
BASIC	BASIC	79,085		91,140		82,901		91,951		BASIC		76,862		86,658
DILUTED	DILUTED	81,379		93,844		84,910		95,504		DILUTED		79,288		88,614

See Condensed Notes to Consolidated Financial Statements

~~ACADEMY SPORTS AND OUTDOORS, INC.~~

~~CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME~~

~~(Unaudited)~~

~~(Amounts in thousands)~~

Thirteen Weeks Ended Thirty-Nine Weeks Ended
October 29, 2022 October 30, 2021 October 29, 2022 October 30, 2021
COMPREHENSIVE INCOME:
Net income $ 131,741 $ 161,305 $ 470,348 $ 529,611
Recognized interest expense on interest rate swaps — 489 — 2,384
Tax expense — (115) — (548)
Total comprehensive income $ 131,741 $ 161,679 $ 470,348 $ 531,447

~~See Condensed Notes to Consolidated Financial Statements~~

ACADEMY SPORTS AND OUTDOORS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)

(Amounts in thousands, except per share data)

Additional
Paid-In Capital Retained Earnings Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity
Common Stock
Shares Amount
Balances as of January 29, 2022 87,079 $ 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 Units 63 1 (1) — — —
Stock option exercises 201 2 3,292 — — 3,294
Cash dividends declared, $0.075 per share — — — (6,536) — (6,536)
Balances as of April 30, 2022 85,071 $ 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 Units 29 0 (0) — — —
Issuance of common stock under employee stock purchase plan 93 1 2,796 — — 2,797
Stock option exercises 83 1 1,388 — — 1,389
Cash dividends declared, $0.075 per share — — — (6,271) — (6,271)
Balances as of July 30, 2022 79,725 $ 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 Units 3 0 (0) — — —
Stock option exercises 408 4 6,872 — — 6,876
Cash dividends declared, $0.075 per share — — — (5,974) — (5,974)
Balances as of October 29, 2022 77,960 $ 779 $ 203,734 $ 1,354,406 $ — $ 1,558,919


				Additional Paid-In Capital		Retained Earnings		Total Stockholders' Equity
	Common Stock

	Shares	Amount
Balances as of January 28, 2023	76,712	$	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 withheld for taxes	93	1		(2,470)		—		(2,469)
Stock option exercises, net of shares withheld for taxes	385	4		6,962		—		6,966
Cash dividends declared, $0.09 per share	—	—		—		(6,929)		(6,929)
Balances as of April 29, 2023	76,440	$	764	$	229,633	$	1,450,565	$	1,680,962

~~See Condensed Notes to Consolidated Financial Statements~~

~~ACADEMY SPORTS AND OUTDOORS, INC.~~

~~CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY~~

~~(Unaudited)~~

~~(Amounts in thousands, except per share data)~~


						Additional Paid-In Capital			Retained Earnings		Accumulated Other Comprehensive Income (Loss)						Total Stockholders' Equity																Additional Paid-In Capital			Retained Earnings					Total Stockholders' Equity
		Common Stock												Common Stock																		Total Stockholders' Equity
					Additional Paid-In Capital			Accumulated Other Comprehensive Income (Loss)														Additional Paid-In Capital		Retained Earnings
			Shares																Amount												Shares							Amount
Balances as of January 30, 2021		91,114	$	911										$	127,228					$	987,168					$	(3,324)		$	1,111,983
Net income		—	—						—				177,796			—			177,796
Equity compensation		—	—			5,874			—		—						5,874
Settlement of vested Restricted Stock Units		87	1			(1)			—		—						—
Share-Based Award Payments adjustment for forfeitures		—	—			39			—		—						39
Stock option exercises		2,686	27			17,230			—		—						17,257
Recognized interest expense on interest rate swaps (net of tax impact of $270)		—	—			—			—		926						926
Balances as of May 1, 2021		93,887	$	939		$	150,370		$	1,164,964	$	(2,398)					$	1,313,875
Balances as of January 29, 2022																				Balances as of January 29, 2022						87,079							$	870		$	198,016		$	1,268,060				$	1,466,946
Net income	Net income	—	—			—			190,510		—						190,510			Net income					—						—				—			149,806					149,806
Equity compensation	Equity compensation	—	—			27,331			—		—						27,331			Equity compensation			—					—					3,499			—					3,499
Repurchase of common stock for retirement	Repurchase of common stock for retirement	(3,230)	(32)			(5,299)			(94,669)		—						(100,000)			Repurchase of common stock for retirement			(2,272)					(23)					(5,247)			(83,231)					(88,501)
Settlement of vested Restricted Stock Units	Settlement of vested Restricted Stock Units	836	8			(8)			—		—						—			Settlement of vested Restricted Stock Units			63					1					(1)			—					—
Issuance of common stock under employee stock purchase plan		35	—			945			—		—						945
Stock option exercises	Stock option exercises	1,356	14			14,407			—		—						14,421			Stock option exercises			201					2					3,292			—					3,294
Cash dividends declared, $0.075 per share																				Cash dividends declared, $0.075 per share			—					—					—			(6,536)					(6,536)
Balances as of April 30, 2022																				Balances as of April 30, 2022			85,071					$	850				$	199,559		$	1,328,099				$	1,528,508

Recognized interest expense on interest rate swaps (net of tax impact of $163)		—	—			—			—		536						536
Balances as of July 31, 2021		92,884	$	929		$	187,746		$	1,260,805	$	(1,862)					$	1,447,618
Net income		—	—			—			161,305		—						161,305
Equity compensation		—	—			2,921			—		—						2,921
Repurchase of common stock for retirement		(5,723)	(57)			(11,941)			(233,839)		—						(245,837)
Stock option exercises		1,004	10			9,603			—		—						9,613
Recognized interest expense on interest rate swaps (net of tax impact of $115)		—	—			—			—		374						374
Balances as of October 30, 2021		88,165	$	882		$	188,329		$	1,188,271	$	(1,488)					$	1,375,994

See Condensed Notes to Consolidated Financial Statements

ACADEMY SPORTS AND OUTDOORS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Amounts in thousands)


		Thirty-Nine Weeks Ended					Thirteen Weeks Ended
		October 29, 2022		October 30, 2021			April 29, 2023		April 30, 2022
CASH FLOWS FROM OPERATING ACTIVITIES:	CASH FLOWS FROM OPERATING ACTIVITIES:					CASH FLOWS FROM OPERATING ACTIVITIES:
Net income	Net income	$	470,348	$	529,611	Net income	$	93,970	$	149,806
Adjustments to reconcile net income to net cash provided by operating activities:	Adjustments to reconcile net income to net cash provided by operating activities:					Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	Depreciation and amortization	78,852		77,767		Depreciation and amortization	26,261		25,578
Non-cash lease expense	Non-cash lease expense	635		708		Non-cash lease expense	2,165		586
Equity compensation	Equity compensation	15,486		36,126		Equity compensation	11,382		3,499
Amortization of terminated interest rate swaps, deferred loan and other costs		2,328		4,787
Amortization of deferred loan and other costs						Amortization of deferred loan and other costs	674		777

Deferred income taxes	Deferred income taxes	25,631		48,991		Deferred income taxes	(1,923)		7,154
Non-cash loss on early retirement of debt		—		2,239

Changes in assets and liabilities:	Changes in assets and liabilities:					Changes in assets and liabilities:
Accounts receivable, net	Accounts receivable, net	3,720		4,938		Accounts receivable, net	6,091		7,052
Merchandise inventories, net	Merchandise inventories, net	(323,656)		(335,945)		Merchandise inventories, net	(102,940)		(152,078)
Prepaid expenses and other current assets	Prepaid expenses and other current assets	798		(16,177)		Prepaid expenses and other current assets	13,125		(3,118)
Other noncurrent assets	Other noncurrent assets	(8,987)		2,207		Other noncurrent assets	(3,215)		23
Accounts payable	Accounts payable	95,183		128,743		Accounts payable	26,776		85,640
Accrued expenses and other current liabilities	Accrued expenses and other current liabilities	(39,196)		34,683		Accrued expenses and other current liabilities	(31,673)		(66,475)
Income taxes payable	Income taxes payable	(12,332)		(1,830)		Income taxes payable	12,642		38,561

Other long-term liabilities	Other long-term liabilities	359		(1,785)		Other long-term liabilities	(1,200)		92
Net cash provided by operating activities	Net cash provided by operating activities	309,169		515,063		Net cash provided by operating activities	52,135		97,097

CASH FLOWS FROM INVESTING ACTIVITIES:	CASH FLOWS FROM INVESTING ACTIVITIES:					CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures	Capital expenditures	(79,454)		(58,567)		Capital expenditures	(40,464)		(17,280)
Purchases of intangible assets	Purchases of intangible assets	(357)		(144)		Purchases of intangible assets	(83)		(32)

Net cash used in investing activities	Net cash used in investing activities	(79,811)		(58,711)		Net cash used in investing activities	(40,547)		(17,312)

CASH FLOWS FROM FINANCING ACTIVITIES:	CASH FLOWS FROM FINANCING ACTIVITIES:					CASH FLOWS FROM FINANCING ACTIVITIES:

Repayment of Term Loan	Repayment of Term Loan	(2,250)		(101,500)		Repayment of Term Loan	(750)		(750)
Debt issuance fees		—		(927)
Share-Based Award Payments		—		(11,214)

Proceeds from exercise of stock options	Proceeds from exercise of stock options	11,559		41,292		Proceeds from exercise of stock options	7,090		3,294
Proceeds from issuance of common stock under employee stock purchase program		2,797		945

Taxes paid related to net share settlement of equity awards	Taxes paid related to net share settlement of equity awards	(1,078)		(15,418)		Taxes paid related to net share settlement of equity awards	(2,593)		(895)
Repurchase of common stock for retirement	Repurchase of common stock for retirement	(389,436)		(345,837)		Repurchase of common stock for retirement	(50,015)		(88,501)
Dividends paid	Dividends paid	(18,781)		—		Dividends paid	(6,929)		(6,536)

Net cash used in financing activities	Net cash used in financing activities	(397,189)		(432,659)		Net cash used in financing activities	(53,197)		(93,388)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(167,831)		23,693
NET DECREASE IN CASH AND CASH EQUIVALENTS						NET DECREASE IN CASH AND CASH EQUIVALENTS	(41,609)		(13,603)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	485,998		377,604		CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	337,145		485,998
CASH AND CASH EQUIVALENTS AT END OF PERIOD	CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	318,167	$	401,297	CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	295,536	$	472,395

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:	SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:					SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for interest	Cash paid for interest	$	25,362	$	28,481	Cash paid for interest	$	4,696	$	3,909
Cash paid for income taxes	Cash paid for income taxes	$	129,588	$	95,799	Cash paid for income taxes	$	67	$	260

SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES:	SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES:					SUPPLEMENTAL DISCLOSURES OF NON-CASH ACTIVITIES:
Non-cash issuance of common shares		$	—	$	501
Change in capital expenditures in accounts payable and accrued liabilities	Change in capital expenditures in accounts payable and accrued liabilities	$	7,576	$	950	Change in capital expenditures in accounts payable and accrued liabilities	$	603	$	1,991
Right-of-use assets obtained in exchange for new operating leases	Right-of-use assets obtained in exchange for new operating leases	$	94,845	$	10,924	Right-of-use assets obtained in exchange for new operating leases	$	14,254	$	30,019

See Condensed Notes to Consolidated Financial Statements

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. On August 3, 2011, an investment entity owned by investment funds and other entities affiliated with Kohlberg Kravis Roberts & Co. L.P. (collectively, "KKR"), acquired a majority interest in the Company. On October 6, 2020, ASO, Inc. completed an initial public offering and as of September 17, 2021, KKR no longer held an ownership interest in the Company.

The Company is ~~one of the~~a leading full-line sporting goods and outdoor recreational products ~~retailers~~retailer in the United States in terms of net sales. As of ~~October~~April 29, ~~2022,~~2023, we operated ~~265~~269 "Academy Sports + Outdoors" retail locations in 1718 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.

~~Secondary Offering~~

On January 27, 2021, ASO, Inc. entered into an Underwriting Agreement (the “Underwriting Agreement”), by and among ASO, Inc., Allstar LLC, Allstar Co-Invest Blocker L.P., KKR 2006 Allstar Blocker L.P., MSI 2011 LLC, MG Family Limited Partnership and the former management selling stockholder named therein (collectively, the “Selling Stockholders”), and Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (the “Underwriters”), relating to an underwritten offering of 12,000,000 shares of common stock (the “Secondary Offering”), pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-252390), filed on January 25, 2021. The Selling Stockholders granted the Underwriters the option to purchase, within 30 days from the date of the Underwriting Agreement, an additional 1,800,000 shares of common stock. On January 29, 2021, the Underwriters exercised in full their option to purchase the additional shares. The Secondary Offering was completed on February 1, 2021. Pursuant to the Underwriting Agreement, the Underwriters purchased the shares from the Selling Stockholders at a price of approximately $20.69 per share. The Company did not receive any proceeds from the Secondary Offering.

~~May 2021 Secondary Offering and Stock Repurchase~~

On May 5, 2021, ASO, Inc. entered into an underwriting agreement (the “May 2021 Underwriting Agreement”), by and among ASO, Inc., Allstar LLC, Allstar Co-Invest Blocker L.P., KKR 2006 Allstar Blocker L.P., MSI 2011 LLC and MG Family Limited Partnership (collectively, the “May 2021 Selling Stockholders”), and Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (the “May 2021 Underwriters”), relating to an underwritten offering of 14,000,000 shares of Common Stock at $30.96 per share (the “May 2021 Secondary Offering”), pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-255720), filed on May 3, 2021. The May 2021 Selling Stockholders granted the May 2021 Underwriters the option to purchase, within 30 days from the date of the May 2021 Underwriting Agreement, an additional 2,100,000 shares of Common Stock. On May 6, 2021, the May 2021 Underwriters exercised in full their option to purchase the additional shares. The May 2021 Secondary Offering also included the Company's repurchase and simultaneous retirement of 3,229,974 shares out of the 14,000,000 shares at $30.96 per share, the same price granted to the underwriters, which was at a discount to the prevailing market price at the time of repurchase (see "Share Repurchases" in Note 2). The May 2021 Secondary Offering was completed on May 10, 2021. The Company did not receive any proceeds from the May 2021 Secondary Offering.

The May 2021 Secondary Offering reduced the KKR ownership interest in the Company, resulting in a vesting event (the "2021 Vesting Event") for awards granted under the 2011 Unit Incentive Plan, whereby unvested time awards and performance-based awards which had previously met their performance targets vested and unvested performance-based awards which had not previously met their performance targets were forfeited. As a result, we incurred approximately $24.9 million in non-cash expenses related to equity-based compensation and approximately $15.4 million of cash expenses related to taxes on equity-based compensation. Additionally, approximately $8.2 million of Share-Based Award Payments (see Note 9) for equity-based compensation distributions were accelerated during the 2021 second quarter.

~~September 2021 Secondary Offering and Stock Repurchase~~

On September 14, 2021, ASO, Inc. entered into an underwriting agreement (the “September 2021 Underwriting Agreement”), by and among ASO, Inc., Allstar LLC, Allstar Co-Invest Blocker L.P. and KKR 2006 Allstar Blocker L.P. (collectively, the “September 2021 Selling Stockholders”), and Credit Suisse Securities (USA) LLC, as representative of the several underwriters named therein (the “September 2021 Underwriters”), relating to an underwritten offering (the “September 2021 Secondary Offering”) of 18,645,602 shares of common stock at approximately $43.52 per share, pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-259477), filed on September 13, 2021. The September 2021 Secondary Offering also included the Company’s repurchase and simultaneous retirement of 4,500,000 shares out of the 18,645,602 shares of common stock at approximately $43.52, the same price granted to the September 2021 Underwriters, which was at a discount to the prevailing market price at the time of repurchase (see "Share Repurchases" in Note 2). The September 2021 Secondary Offering was completed on September 17, 2021. The Company did not receive any proceeds from the September 2021 Secondary Offering.

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 ~~29, 2022,~~28, 2023, as filed with the Securities and Exchange Commission on March ~~29, 2022~~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~~April 29, ~~2022~~2023 are not necessarily indicative of the results that will be realized for the fiscal year ending ~~January 28, 2023~~February 3, 2024 or any other period. The balance sheet as of January ~~29, 2022~~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.

107

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, ~~and the possibility of additional unforeseen effects from the COVID-19 pandemic,~~ 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 weeks ended April 30, 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):


	April 29, 2023
	As Reported		Effect of Change		Pro Forma LIFO
Consolidated Balance Sheet:
Accrued expenses and other current liabilities	$	221,388	$	(4,456)	$	216,932
Total current liabilities	1,049,364		(4,456)		1,044,908
Deferred tax liabilities, net	257,120		4,456		261,576
Total liabilities	2,960,972		—		2,960,972
Total liabilities and stockholders' equity	4,641,934		—		4,641,934


	Thirteen Weeks Ended April 29, 2023
	As Reported		Effect of Change		Pro Forma LIFO
Consolidated Statements of Cash Flows:
Deferred income taxes	$	(1,923)	$	4,456	$	2,533
Income taxes payable	12,642		(4,456)		8,186
Net cash provided by operating activities	52,135		—		52,135

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.

During the thirteen ~~and thirty-nine~~ weeks ended ~~October~~April 29, ~~2022,~~2023, we repurchased and concurrently retired ~~2,176,463 and 9,999,704~~750,010 shares of ASO, Inc. common stock for an aggregate amount of ~~$100.8~~$50.3 million, ~~and $389.4~~which includes an accrual for excise taxes of $0.3 million, ~~respectively,~~ pursuant to ~~the~~our Share Repurchase Programs. During the thirteen ~~and thirty-nine~~ weeks ended ~~October~~April 30, ~~2021,~~2022, we repurchased and concurrently retired ~~5,722,892 and 8,952,866~~2,272,349 shares of ASO, Inc. common stock for an aggregate amount of ~~$245.8~~$88.5 million, ~~and $345.8 million, respectively, which includes purchases that were made~~ pursuant ~~to the Share Repurchase Programs and those that were made prior~~ to the Share Repurchase Programs. As of ~~October~~April 29, ~~2022,~~2023, we no longer had availability under the 2021 Share Repurchase Program, and we had approximately ~~$399.4~~$249.4 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 $8.9 million, $9.0 million, and $10.0 million as of April 29, 2023, January 28, 2023 and April 30, 2022, respectively.

Recent Accounting Pronouncements

Reference Rate Reform

In March 2020, the FASB issued ASU ~~2020-04, "Reference Rate Reform (Topic 848):~~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. ~~The adoption of this guidance is effective for all entities as of March 12, 2020 through~~In December ~~31, 2022. The Company is currently evaluating the expedients and exceptions provided by this amendment as it relates to our transition from LIBOR to another reference rate to determine the impact.~~

~~Supplier Finance Programs~~

~~In September~~ 2022, the FASB issued ASU ~~2022-04, "Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure~~2022-06 which extended the effectiveness of ~~Supplier Finance Program Obligations." This pronouncement requires that a buyer~~this guidance to December 31, 2024. The Company elected to utilize these optional expedients 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 adoption of these amendments is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, exceptconnection with the amendment to our ABL Facility, which transitioned the facility from LIBOR to the Secured Overnight Financing Rate (“SOFR”) on roll-forward information, which is effective for fiscal years beginning after December 15, 2023. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of this accounting standard will have on its financial disclosures.March 30, 2023 (see Note 4).

3. Net Sales

Revenue from merchandise sales is recognized, net of sales tax, when the Company’s performance obligation to the customer is met, which is when the Company transfers control of the merchandise to the customer. Store merchandise sales are recognized at the point of sale and e-commerce sales are recognized upon delivery to the customer.

The following table sets forth the approximate amount of sales by merchandise divisions for the periods presented (amounts in thousands):


		Thirteen Weeks Ended				Thirty-Nine Weeks Ended					Thirteen Weeks Ended
		October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021				April 29, 2023		April 30, 2022
Merchandise division sales(1)	Merchandise division sales(1)									Merchandise division sales(1)
Outdoors	Outdoors	$	473,014	$	578,987	$	1,423,641	$	1,604,045	Outdoors		$	389,043	$	457,809
Sports and recreation	Sports and recreation	274,262		285,614		1,028,641		1,098,621		Sports and recreation		343,578		354,094
Apparel	Apparel	401,892		399,852		1,207,979		1,269,106		Apparel		345,231		342,368
Footwear	Footwear	336,296		320,119		961,940		967,839		Footwear		296,301		303,132
Total merchandise sales ~~(1)~~(2)	Total merchandise sales ~~(1)~~(2)	1,485,464		1,584,572		4,622,201		4,939,611		Total merchandise sales ~~(1)~~(2)		1,374,153		1,457,403
Other sales ~~(2)~~(3)	Other sales ~~(2)~~(3)	8,461		8,223		26,369		25,047		Other sales ~~(2)~~(3)		9,456		10,327
Net Sales	Net Sales	$	1,493,925	$	1,592,795	$	4,648,570	$	4,964,658	Net Sales		$	1,383,609	$	1,467,730

(1)Certain products and categories were recategorized amongst various categories and divisions, respectively, to better align with our current merchandising strategy and view of the business. As a result, we have reclassified sales between divisions in the thirteen weeks ended April 30, 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 ~~9.5%~~8.2% and ~~9.7%~~9.5% of merchandise sales for the thirteen ~~and thirty-nine~~ weeks ended ~~October~~April 29, 2023 and April 30, 2022, ~~respectively, and 8.0% for the thirteen and thirty-nine weeks and October 30, 2021.~~respectively.

~~(2)~~(3) Other sales consisted primarily of the ~~sales return allowance,~~ 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 Ended				Thirty-Nine Weeks Ended					Thirteen Weeks Ended
		October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021				April 29, 2023		April 30, 2022
Gift card liability, beginning balance	Gift card liability, beginning balance	$	69,959	$	60,526	$	86,568	$	74,253	Gift card liability, beginning balance		$	90,650	$	86,568
Issued	Issued	18,288		17,407		63,164		61,333		Issued		17,293		18,209
Redeemed	Redeemed	(21,023)		(19,006)		(80,668)		(74,749)		Redeemed		(28,715)		(30,278)
Recognized as breakage income	Recognized as breakage income	(680)		(618)		(2,520)		(2,528)		Recognized as breakage income		(1,116)		(1,010)
Gift card liability, ending balance	Gift card liability, ending balance	$	66,544	$	58,309	$	66,544	$	58,309	Gift card liability, ending balance		$	78,112	$	73,489

1210

4. Long-Term Debt

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


		October 29, 2022		January 29, 2022		October 30, 2021			April 29, 2023		January 28, 2023		April 30, 2022
ABL Facility, due November 2025	ABL Facility, due November 2025	$	—	$	—	$	—	ABL Facility, due November 2025	$	—	$	—	$	—
Term Loan, due November 2027	Term Loan, due November 2027	295,500		297,750		298,500		Term Loan, due November 2027	194,000		194,750		297,000
Notes, due November 2027	Notes, due November 2027	400,000		400,000		400,000		Notes, due November 2027	400,000		400,000		400,000
Total debt	Total debt	695,500		697,750		698,500		Total debt	594,000		594,750		697,000
Less current maturities	Less current maturities	(3,000)		(3,000)		(3,000)		Less current maturities	(3,000)		(3,000)		(3,000)
Less unamortized discount on Term Loan	Less unamortized discount on Term Loan	(2,135)		(2,463)		(2,572)		Less unamortized discount on Term Loan	(1,268)		(1,340)		(2,353)
Less deferred loan costs (1)	Less deferred loan costs (1)	(7,562)		(8,702)		(9,083)		Less deferred loan costs (1)	(5,639)		(5,954)		(8,322)
Long-term debt, net	Long-term debt, net	$	682,803	$	683,585	$	683,845	Long-term debt, net	$	584,093	$	584,456	$	683,325

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

As of ~~October~~April 29, ~~2022,~~2023, January ~~29,~~28, 2023 and April 30, 2022, ~~and October 30, 2021,~~ the balance in deferred loan costs related to the ABL Facility (as defined below) was approximately ~~$3.5~~$2.9 million, ~~$4.3~~$3.2 million and ~~$4.6~~$4.0 million, respectively, and was included in other noncurrent assets on our consolidated balance sheets. Total amortization of deferred loan costs was ~~$0.7~~$0.6 million and ~~$2.0~~$0.7 million for the thirteen ~~and thirty-nine~~ weeks ended ~~October~~April 29, ~~2022, respectively,~~2023 and ~~$0.6 million and $2.0 million for the thirteen and thirty-nine weeks ended October~~April 30, ~~2021,~~2022, respectively. Total expenses related to accretion of original issuance discount were $0.1 million ~~and $0.3 million~~ for the thirteen ~~and thirty-nine~~ weeks ended ~~October~~April 29, ~~2022, respectively,~~2023 and ~~$0.1 million and $0.4 million for the thirteen and thirty-nine weeks ended and October~~April 30, ~~2021, respectively.~~2022. 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") with Credit Suisse AG, Cayman Island Branch ("Credit Suisse"), as the administrative agent and collateral agent and the several other lenders and parties. The 2020 Term Loan will mature on November 6, 2027. The 2020 Term Loan bore interest, at Academy, Ltd.’s election, at either (1) LIBOR rate with a floor of 0.75%, plus a margin of 5.00%, 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%. ~~Quarterly principal payments of approximately $1.0 million were required through September 30, 2027, with the balance due in full on the maturity date of November 6, 2027.~~

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 (as previously amended, the “Existing Credit Agreement” and as amended by~~therein. Under the Amendment, the ~~“Amended Credit Agreement”). Pursuant~~Term Loan bears 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 ~~terms~~highest of (a) the ~~Amendment, Academy, Ltd. (i) reduced~~federal funds rate plus 0.50%, (b) Credit Suisse's "prime rate", or (c) the ~~applicable~~one-month LIBOR rate plus 1.00%, plus a margin ~~on LIBOR borrowings under the Existing Credit Agreement from 5.00% to 3.75% and (ii) utilized cash on hand to repay $99.0 million~~ of ~~outstanding borrowings under the Existing Credit Agreement, leaving an outstanding principal balance of $300.0 million under the Amended Credit Agreement.~~4.00%. Quarterly principal payments of $750.0 thousand are required through September 30, 2027 and borrowings ~~under the Amended Credit Agreement will continue to~~ mature on November 6, 2027. ~~All other material terms and provisions of the 2020 Term Loan remain substantially the same as the terms and provisions in place immediately prior to the effectiveness of the Amendment.~~ As of ~~October~~April 29, ~~2022,~~2023, the weighted average interest rate was ~~6.88%~~8.60%, with interest payable monthly. The terms and conditions of the Amendment also require that the outstanding balance under the Term Loan is prepaid under certain circumstances. As of ~~October~~April 29, ~~2022,~~2023, no prepayment was due under the terms and conditions of the Term Loan.

In connection with the Amendment, the Company recognized a non-cash loss on early retirement of debt of $2.2 million in the thirty-nine weeks ended October 30, 2021 from the write-off of deferred loan costs and expense related to the original issuance discount associated with our 2020 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.

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 ~~July 2, 2015,~~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 ~~"ABL~~"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~~April 29, ~~2022,~~2023, we had outstanding letters of credit of approximately ~~$17.4~~$13.9 million, all of which were issued under the ABL Facility, and we had no borrowings outstanding under the ABL Facility, leaving ~~the~~an available borrowing capacity under the ABL Facility of ~~$982.6~~$986.1 million.

Borrowings under the ABL Facility bear interest, at our election, at either (1) ~~LIBOR~~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 ~~LIBOR~~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~~April 29, ~~2022,~~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~~April 29, ~~2022.~~2023.

5. ~~Derivative Financial Instruments~~

We have historically used interest rate swap agreements to hedge market risk relating to possible adverse changes in interest rates. All interest rate swaps had been designated as cash flow hedges of variable rate interest payments on borrowings under the Term Loan. As of October 29, 2022, we do not have any derivative financial instruments outstanding.

For derivatives which were designated as hedging instruments, amounts included in Accumulated Other Comprehensive Income (Loss) ("AOCI") were reclassified to interest expense in the same period during which the hedged transaction affected earnings, which was as interest expense was recorded on the underlying Term Loan.

~~The impact of gains and losses related to interest rate swaps that were deferred into AOCI and subsequently reclassified into expense are as follows (amounts in thousands):~~

Thirteen Weeks Ended Thirty-Nine Weeks Ended
October 29, 2022 October 30, 2021 October 29, 2022 October 30, 2021
Accumulated Other Comprehensive Loss, beginning $ — $ (1,862) $ — $ (3,324)
Increase to interest expense (net of tax impact of $115 and $548 in the thirteen and thirty-nine weeks ended October 30, 2021, respectively) — 374 — 1,836
Accumulated Other Comprehensive Loss, ending $ — $ (1,488) $ — $ (1,488)

6. Fair Value Measurements

Fair value is defined as an exit price that would be received from the sale of an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Authoritative guidance establishes a three-level hierarchy for disclosure that is based on the extent and level of judgment used to estimate the fair value of the assets and liabilities.

The fair value measurements are classified as either:

•Level 1 which represents valuations based on unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

•Level 2 which represents valuations based on quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, or inputs that are observable, either directly or indirectly, for substantially the full term of the asset or liability; and

•Level 3 which represents valuations based on prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy in which the fair value measurement is classified in its entirety, is based on the lowest level input that is significant to the fair value measurement. Our assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. There were no transfers made into or out of the Level 1, 2 or 3 categories during any period presented.

Periodically we make cash investments in money market funds comprised of U.S. Government treasury bills and securities, which are classified as cash and redeemable on demand. As of ~~October~~April 29, ~~2022,~~2023, January ~~29,~~28, 2023 and April 30, 2022, ~~and October 30, 2021,~~ we held ~~$264.7~~$42.3 million, ~~$401.0~~$95.6 million and ~~$294.0~~$357.1 million in money market funds, respectively.

The fair value of the Term Loan and Notes is estimated using a discounted cash flow analysis based on quoted market prices for the instrument in an inactive market and is therefore classified as Level 2 within the fair value hierarchy. As of ~~October~~April 29, ~~2022,~~2023, January ~~29,~~28, 2023, and April 30, 2022 ~~and October 30, 2021~~ the estimated fair value of the Term Loan and Notes was $0.6 billion, $0.6 billion and $0.7 ~~billion.~~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.

7.6. Property and Equipment

Property and equipment consists of the following (amounts in thousands) as of:
October 29, 2022 January 29, 2022 October 30, 2021
Leasehold improvements $ 476,670 $ 456,918 $ 455,542
Equipment and software 624,915 602,289 593,479
Furniture and fixtures 352,501 336,679 332,368
Construction in progress 37,267 11,147 16,486
Land 3,698 3,698 3,698
Total property and equipment 1,495,051 1,410,731 1,401,573
Accumulated depreciation and amortization (1,141,037) (1,064,895) (1,043,463)
Property and equipment, net $ 354,014 $ 345,836 $ 358,110


	April 29, 2023		January 28, 2023		April 30, 2022
Leasehold improvements	$	491,112	$	484,930	$	458,752
Equipment and software	648,142		641,387		607,752
Furniture and fixtures	364,619		360,099		339,265
Construction in progress	43,074		23,159		20,414
Land	3,698		3,698		3,698
Total property and equipment	1,550,645		1,513,273		1,429,881
Accumulated depreciation and amortization	(1,185,621)		(1,161,849)		(1,090,352)
Property and equipment, net	$	365,024	$	351,424	$	339,529

Depreciation expense was ~~$27.0~~$26.3 million and ~~$78.9~~$25.6 million in the thirteen ~~and thirty-nine~~ weeks ended ~~October~~April 29, 2023 and April 30, 2022, ~~respectively, and $26.5 million and $77.8 million in the thirteen and thirty-nine weeks ended October 30, 2021,~~ respectively. ~~These costs are included in selling, general and administrative expenses on the consolidated statements of income.~~

8.7. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following (amounts in thousands) as of:
October 29, 2022 January 29, 2022 October 30, 2021
Accrued interest $ 13,340 $ 6,583 $ 12,676
Accrued personnel costs 57,979 115,073 91,433
Accrued professional fees 1,762 4,534 3,632
Accrued sales and use tax 15,025 13,054 23,111
Accrued self-insurance 15,677 15,824 13,784
Deferred revenue - gift cards and other 69,727 88,713 61,145
Income taxes payable 5,848 9,602 21,900
Property taxes 46,806 17,747 45,056
Sales return allowance 6,100 6,200 5,800
Other 26,915 25,877 25,951
Accrued expenses and other current liabilities $ 259,179 $ 303,207 $ 304,488


	April 29, 2023		January 28, 2023		April 30, 2022
Accrued interest	$	13,197	$	7,015	$	12,804
Accrued personnel costs	27,452		57,504		42,859
Accrued professional fees	1,853		3,943		1,849
Accrued sales and use tax	12,705		9,302		18,276
Accrued self-insurance	15,954		20,941		14,420
Deferred revenue - gift cards and other	80,405		92,603		76,146
Income taxes payable	18,837		6,195		48,163

Property taxes	24,341		15,921		25,684
Sales return allowance	5,700		6,100		6,600
Other	20,944		20,645		27,598
Accrued expenses and other current liabilities	$	221,388	$	240,169	$	274,399

9.8. 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~~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. As of ~~October~~April 29, ~~2022,~~2023, there were ~~2,410,059~~1,965,467 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~~April 29, ~~2022,~~2023, there were ~~1,792,945~~1,717,411 shares authorized and available for future issuance under the ESPP.

Equity compensation expense was ~~$5.8~~$11.4 million and ~~$15.5~~$3.5 million for the thirteen ~~and thirty-nine~~ weeks ended ~~October~~April 29, 2023, and April 30, 2022, respectively. Equity compensation expense was $2.9 million and $36.1 million for the thirteen and thirty-nine weeks ended October 30, 2021, respectively, which includes approximately $24.9 million in non-cash expenses related to the 2021 Vesting Event which occurred during the 2021 second quarter. These costs are included in selling, general and administrative expenses in the consolidated statements of income.

~~Distribution~~

On August 28, 2020, New Academy Holding Company, LLC, the parent holding company for our operations prior to our initial public offering, paid a $257.0 million distribution to its members of record as of August 25, 2020. Cash payments ("Share-Based Award Payments") of $32.2 million for unvested Awards were paid upon vesting of such Awards, which was completed and paid in-full as of July 31, 2021.

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~~thirteen weeks ended ~~October~~April 29, ~~2022:~~2023:


Expected life in years	~~6.2~~6.0
Expected volatility	~~42.9% to 44.8%~~45.7	%
Weighted-average volatility	~~43.0~~45.7	%
Risk-free interest rate	~~2.4% to 4.1%~~3.7	%
Dividend yield	~~0.8~~0.6	%

The following table presents the Award grants during the ~~thirty-nine~~thirteen weeks ended ~~October~~April 29, ~~2022:~~2023:


		Service Options		Service Restricted Stock Units		Performance Restricted Stock Units			Service Options		Service Restricted Stock Units		Performance Restricted Stock Units
Number of shares	Number of shares	815,867		192,033		169,846		Number of shares	137,818		243,268		127,567
Weighted average grant date fair value per Award	Weighted average grant date fair value per Award	$	16.34	$	38.94	$	39.19	Weighted average grant date fair value per Award	$	29.93	$	64.66	$	64.67
Weighted average exercise price per Award	Weighted average exercise price per Award	$	39.19	N/A		N/A		Weighted average exercise price per Award	$	64.67	N/A		N/A

The following table presents the unrecognized compensation cost as of ~~October~~April 29, ~~2022:~~2023:


		Service Options		Service Restricted Stock Units		Performance Restricted Stock Units			Service Options		Service Restricted Stock Units		Performance Restricted Stock Units
Remaining expense	Remaining expense	$	16,238,904	$	12,651,300	$	5,172,155	Remaining expense	$	13,880,579	$	22,590,176	$	8,049,212
Weighted average life remaining in years	Weighted average life remaining in years	2.6		2.5		2.4		Weighted average life remaining in years	2.4		2.5		2.2

1714

~~10.~~

9. Earnings per Common Share

Basic earnings per common share is calculated based on net income divided by the basic weighted average common shares outstanding during the period, and diluted earnings per common share is calculated based on net income divided by the diluted weighted average common shares outstanding. Diluted weighted average common shares outstanding is based on the basic weighted average common shares outstanding plus any potential dilutive effect of stock-based awards outstanding during the period using the treasury stock method, which assumes the potential proceeds received from the dilutive stock options are used to purchase treasury stock. Anti-dilutive stock-based awards do not include awards which have a performance ~~or liquidity event~~ target which has yet to be achieved.

Basic and diluted weighted average common shares outstanding and basic and diluted earnings per common share are calculated as follows (amounts in thousands except per share amounts):


		Thirteen Weeks Ended				Thirty-Nine Weeks Ended					Thirteen Weeks Ended
		October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021				April 29, 2023		April 30, 2022
Net income	Net income	$	131,741	$	161,305	$	470,348	$	529,611	Net income		$	93,970	$	149,806

Weighted average common shares outstanding - basic	Weighted average common shares outstanding - basic	79,085		91,140		82,901		91,951		Weighted average common shares outstanding - basic		76,862		86,658
Dilutive effect of Service Restricted Units and Service Restricted Stock Units		144		72		123		14
Dilutive effect of Performance Restricted Stock Units and Liquidity Event Restricted Units		105		109		96		401
Dilutive effect of Service Restricted Stock Units										Dilutive effect of Service Restricted Stock Units		247		36
Dilutive effect of Performance Restricted Stock Units										Dilutive effect of Performance Restricted Stock Units		186		101
Dilutive effect of Service Options	Dilutive effect of Service Options	1,840		2,207		1,581		2,381		Dilutive effect of Service Options		1,841		1,607
Dilutive effect of Performance Unit Options and Performance Stock Options		205		316		209		757
Dilutive effect of Performance Unit Options										Dilutive effect of Performance Unit Options		152		212
Dilutive effect of ESPP Shares	Dilutive effect of ESPP Shares	—		—		—		—		Dilutive effect of ESPP Shares		—		—
Weighted average common shares outstanding - diluted	Weighted average common shares outstanding - diluted	81,379		93,844		84,910		95,504		Weighted average common shares outstanding - diluted		79,288		88,614

Earnings per common share - basic	Earnings per common share - basic	$	1.67	$	1.77	$	5.67	$	5.76	Earnings per common share - basic		$	1.22	$	1.73
Earnings per common share - diluted	Earnings per common share - diluted	$	1.62	$	1.72	$	5.54	$	5.55	Earnings per common share - diluted		$	1.19	$	1.69

Anti-dilutive stock-based awards excluded from diluted calculation	Anti-dilutive stock-based awards excluded from diluted calculation	7		4		59		60		Anti-dilutive stock-based awards excluded from diluted calculation		64		311

~~11. Related Party Transactions~~

On January 27, 2021, May 5, 2021 and September 14, 2021, in connection with the Secondary Offering, May 2021 Secondary Offering and September 2021 Secondary Offering, respectively, the Company entered into three separate underwriting agreements with affiliates of KKR (as selling stockholders), the several other selling stockholders named therein, and the several underwriters named therein, including KCM (as underwriter). The Secondary Offering, May 2021 Secondary Offering and September 2021 Secondary Offering were completed on February 1, 2021, May 10, 2021, and September 17, 2021, respectively. The Company did not pay KCM any fees in connection with these secondary offerings.

In connection with the May 2021 Secondary Offering, we repurchased from the underwriters 3,229,974 shares of ASO, Inc. common stock at $30.96 per share for approximately $100.0 million. In connection with the September 2021 Secondary Offering, we repurchased from the underwriters 4,500,000 shares of ASO, Inc. common stock at $43.52 for approximately $195.8 million. The shares repurchased in both the May 2021 Secondary Offering and the September 2021 Secondary Offering were immediately retired by the Company (see Note 1 and Note 2).

~~12.~~10. Commitments and Contingencies

Freight, Technology Related and Other Commitments

As of ~~October~~April 29, ~~2022,~~2023, we have obligations under freight, technology-related, construction and other contractual commitments in the amount of ~~$92.0~~$101.1 million. Of such commitments, approximately ~~$54.6~~$66.0 million is payable in the next 12 months.

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,~~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 (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 will be required to deposit with CBP an amount of duties relating to these products, which will be 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 it 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 April 29, 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~~April 29, ~~2022,~~2023, we have ~~$14.9~~$17.4 million in related commitments through 2027, of which ~~$4.9~~$5.3 million is payable in the next 12 months.

~~13.~~11. Subsequent Events

Our management evaluated events or transactions that occurred after ~~October~~April 29, ~~2022~~2023 through ~~December 7, 2022,~~June 6, 2023, the issuance date of the consolidated financial statements, and identified the following matter to report:

On ~~December 6, 2022,~~June 1, 2023, the Company's Board of Directors declared a quarterly cash dividend with respect to the fiscal quarter ended ~~October~~April 29, ~~2022,~~2023, of ~~$0.075~~$0.09 per share of the Company's common stock, payable on ~~January~~July 13, 2023, to stockholders of record as of the close of business on ~~December 20, 2022.~~June 15, 2023.

1916

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 ~~29, 2022~~28, 2023 (the "Annual Report"), as filed with the Securities and Exchange Commission (the "SEC") on March ~~29, 2022,~~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;

•~~intense competition in the sporting goods and outdoor recreation retail industries;~~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;

•~~risks associated with our reliance on internationally manufactured merchandise;~~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;

•risks ~~associated with our e-commerce business;~~

•~~risks~~ related to our ~~owned~~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 ~~material)~~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;~~

•~~the effectiveness of our marketing and advertising programs;~~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;~~

•~~new and increased costs, risks, and additional regulations and requirements as a result of becoming a public company;~~

•~~our ability to have effective internal controls;~~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 variable rate indebtedness subjects us to interest rate risk;~~

•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

•~~you may be diluted by any future issuances of shares by us;~~

•our stock price is volatile ~~and~~or may decline;

•our ability or decision to ~~raise capital in the future may be limited;~~pay dividends on our common stock or conduct stock repurchases;

•lack of or negative coverage by securities analysts;

•~~our ability to pay dividends on our common stock;~~

•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; ~~and~~

•our exclusive forum ~~provision.~~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.

2118

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~~April 29, ~~2022~~2023 and our audited financial statements for the fiscal year ended January ~~29, 2022~~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," ~~"2022 third~~"2023 first quarter," or similar reference refers to the thirteen week period ended ~~October~~April 29, ~~2022,~~2023, and any reference to the "prior year quarter," ~~"2021 third~~"2022 first quarter" or similar reference refers to the thirteen week period ended ~~October~~April 30, 2021. Any reference in this Quarterly Report to "current year-to-date," "year-to-date 2022" or similar reference represents the thirty-nine week period ended October 29, 2022, and any reference in this Quarterly Report to the "prior year-to-date," "year-to-date 2021" or similar reference refers to the thirty-nine week period ended October 30, 2021.2022. Unless otherwise specified, all comparisons regarding the current period of ~~2022~~2023 are made to the corresponding period of ~~2021.~~

All statements in this Quarterly Report concerning our current and planned operations are modified by reference to our discussion of recent developments related to the COVID-19 pandemic, and our ability to carry out our current and planned operations are dependent on further developments associated with the COVID-19 pandemic.2022.

Overview

We are ~~one of the~~a leading full-line sporting goods and outdoor recreation ~~retailers~~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, sports &and recreation and footwear (representing ~~31%~~28%, ~~26%~~25%, ~~22%~~25% and ~~21%~~22% of our ~~year-to-date 2022~~2023 first quarter net sales, respectively) through both leading national brands and a portfolio of ~~owned brands and~~ 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~~April 29, ~~2022,~~2023, we operated ~~265~~269 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 1718 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.

The following table summarizes store activity for the periods indicated:


		Thirty-Nine Weeks Ended			Thirteen Weeks Ended
		October 29, 2022	October 30, 2021		April 29, 2023	April 30, 2022
Beginning stores	Beginning stores	259	259	Beginning stores	268	259
Q1 new stores	Q1 new stores	1	—	Q1 new stores	1	1
Q2 new stores		1	—
Q3 new stores		4	—

Closed	Closed	—	—	Closed	—	—
Ending stores	Ending stores	265	259	Ending stores	269	260

Relocated stores	Relocated stores	—	1	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 ~~have seen a significant comparable store sales increase in recent full year results from (0.7)% in 2019 to 16.1% and 18.9% in 2020 and 2021, respectively. However, we~~ experienced a decrease in comparable sales in the prior year, which continued with a decline of ~~(6.9)%~~7.3% for the year-to-date 2022 as compared to an increase in the year-to-date 2021 of 21.2%. The high year-to-date 2021 comparable sales were impacted by changing economic conditions including U.S. government stimulus packages, which had a positive impact on sales in the year-to-date 2021 and a negative impact to comparable sales for the year-to-date 2022.2023 first quarter. 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.

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.

We anticipate that the increased popularity of isolated recreation, outdoor and leisure activity products brought on by customer demand during the COVID-19 pandemic will continue and will result in a long-term increase to our customer base. ~~Additionally, we have benefited from recent shifting of customer spend towards in-home health and wellness and dedicating more time to memory-making experiences.~~ 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 ~~owned~~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 ~~owned~~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 begins to normalize, we are experiencing a shift in our sales mix from the outdoors and sports and recreation merchandise divisions to the footwear and apparel merchandise divisions, which would generally have 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 and gross margin.~~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. ~~During the third quarter of 2022, we~~We have recently improved our omnichannel capabilities by implementing several innovative features to enhance the customer shopping experience, ~~ahead of the holiday season,~~ including outfitting, express check-out and enabling biometric security measures. 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 ~~2021 and in the year-to-date~~ 2022. During the ~~year-to-date 2022,~~2023 first 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 ~~and gross margin~~ in the ~~future.~~future as we execute our new store opening growth plans of 13 to 15 new stores in 2023 and 120 to 140 new stores over the next five years. 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 ~~subsequent to~~during the ~~end of the 2022 third~~2023 first quarter we ~~have completed three additional~~opened one new ~~store openings, which brings our total to nine new store openings in 2022. Additionally, we intend to open a significant number of new stores by the end of 2026.~~store. 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.

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. These costs~~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 owned brand 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 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.

~~For the past several quarters, we have seen~~

During 2021, there was increased competition across the industry for resources throughout ~~the~~a constrained supply chain, which ~~has~~ 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 ~~have begun to experience~~experienced a period of decreased or delayed supply and high ~~inflationary levels.These factors have~~inflation which negatively impacted transportation and inventory ~~costs, as~~costs. Over the past year, we ~~continue~~have seen improvement to ~~pay higher prices to maintain our inventory levels.~~ Under the last in, first out method ("LIFO"), our cost of sales reflects the costs of the most recently purchased inventories. A prolonged continuation of high inflationary levels of inventory and related transportation costs could result in LIFO charges that have a negative impact on our gross margin. ~~To help mitigate~~ these constraints, ~~and potential disruptions to our supply chain, we continue to work with our partners by ordering merchandise earlier, securing transportation capacity, and utilizing different ports of entry.~~resulting in decreased freight costs.

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. As sales increase at a higher rate than our SG&A, this results in sales leverage and a higher sales flow through to net income, which we have experienced in recent years with SG&A expenses as a percentage of sales declining from 25.9% to 23.1% to 21.3% for the full years of 2019, 2020 and 2021, respectively. SG&A expenses as a percentage of sales increased from ~~21.3% in the prior year-to-date compared to~~ 21.5% in the ~~current year-to-date.~~2022 first quarter to 24.6% in the 2023 first quarter. 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 13 to 15 new stores in 2023 and 120 to 140 new stores over the next five years, we expect our pre-opening expenses to increase and result in a negative impact to SG&A as a percentage of sales. We opened one new store and incurred pre-opening expenses of $1.6 million during the 2023 first quarter. We opened one new store and incurred pre-opening expenses of $1.0 million during the 2022 first quarter.

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 ~~November~~December of ~~2020,~~2022, we ~~refinanced our debt resulting in an approximate $630~~utilized cash on hand to voluntarily prepay $100 million ~~reduction in our overall debt outstanding. Subsequently, in May~~ of ~~2021 we entered into an amendment to~~outstanding borrowings on our Term Loan (see Note 4 to the accompanying financial statements), which ~~reduced the applicable margin on our LIBOR rate by 1.25% and paid down $99 million. These actions have~~has resulted in interest expense reductions in the ~~full year 2021 and in the thirty-nine~~thirteen weeks ended ~~October~~April 29, ~~2022.~~2023. However, during 2022 and 2023 first quarter, the Federal Reserve increased the federal funds benchmark rate, which resulted in increased interest rates on our Term Loan and led to higher interest expense in the ~~2022 third~~2023 first quarter relative to the prior year quarter.

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.

~~Impact of COVID-19 on Our Business~~

The COVID-19 pandemic continues to affect our business and suppliers. While restrictions aimed at mitigating the spread of the virus have largely been lifted in the U.S., governmental authority safety recommendations and requirements such as stay at home orders and business closures continue to affect our international supply chain, resulting in decreased transportation, goods and labor availability. Supply chain disruptions due to the COVID-19 pandemic and other causes have also contributed to and increased inflationary levels and recessionary fears. Additionally, the U.S. government released stimulus packages throughout 2020 and 2021 as a result of the economic situation caused by the pandemic, which had a positive impact on sales during those periods.

2522

The extent to which our operations and business trends will continue to be impacted by, and any additional unforeseen costs or other effects will result from, the pandemic will depend largely on future developments, including whether there are additional periods of increases or spikes in the number or severity of COVID-19 cases (including as a result of a new variant) within the markets in which we operate and from which we and our suppliers source products and materials and the related impact on consumer confidence and spending, labor supply or product supply, all of which are highly uncertain. We continue to monitor the evolving situation. See the section of the Annual Report entitled "Risk Factors—Risks Related to Our Business—The impact of COVID-19 may adversely affect our business and financial results."

Results of Operations

Thirteen Weeks Ended ~~October~~April 29, ~~2022~~2023 Compared to Thirteen Weeks Ended ~~October~~April 30, ~~2021~~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 Ended								Change					Thirteen Weeks Ended								Change
		October 29, 2022				October 30, 2021				Dollars		Percent			April 29, 2023				April 30, 2022				Dollars		Percent
Net sales	Net sales	$	1,493,925	100.0	%	$	1,592,795	100.0	%	$	(98,870)	(6.2)	%	Net sales	$	1,383,609	100.0	%	$	1,467,730	100.0	%	$	(84,121)	(5.7)	%
Cost of goods sold	Cost of goods sold	971,454		65.0	%	1,031,957		64.8	%	(60,503)		(5.9)	%	Cost of goods sold	916,494		66.2	%	946,306		64.5	%	(29,812)		(3.2)	%
Gross margin	Gross margin	522,471		35.0	%	560,838		35.2	%	(38,367)		(6.8)	%	Gross margin	467,115		33.8	%	521,424		35.5	%	(54,309)		(10.4)	%
Selling, general and administrative expenses	Selling, general and administrative expenses	342,949		23.0	%	344,725		21.6	%	(1,776)		(0.5)	%	Selling, general and administrative expenses	340,919		24.6	%	315,931		21.5	%	24,988		7.9	%
Operating income	Operating income	179,522		12.0	%	216,113		13.6	%	(36,591)		(16.9)	%	Operating income	126,196		9.1	%	205,493		14.0	%	(79,297)		(38.6)	%
Interest expense, net	Interest expense, net	12,163		0.8	%	11,424		0.7	%	739		6.5	%	Interest expense, net	11,230		0.8	%	10,920		0.7	%	310		2.8	%

Other (income), net	Other (income), net	(2,538)		(0.2)	%	(614)		(0.0)	%	(1,924)		NM		Other (income), net	(3,713)		(0.3)	%	(697)		(0.0)	%	(3,016)		NM
Income before income taxes	Income before income taxes	169,897		11.4	%	205,303		12.9	%	(35,406)		(17.2)	%	Income before income taxes	118,679		8.6	%	195,270		13.3	%	(76,591)		(39.2)	%
Income tax expense	Income tax expense	38,156		2.6	%	43,998		2.8	%	(5,842)		(13.3)	%	Income tax expense	24,709		1.8	%	45,464		3.1	%	(20,755)		(45.7)	%
Net income	Net income	$	131,741	8.8	%	$	161,305	10.1	%	$	(29,564)	(18.3)	%	Net income	$	93,970	6.8	%	$	149,806	10.2	%	$	(55,836)	(37.3)	%

*Percentages in table may not sum properly due to rounding.

**NM - Not ~~meaningful.~~meaningful

Net Sales. Net sales decreased ~~$98.9~~$84.1 million, or ~~6.2%~~5.7%, infor the 2023 first quarter compared to the 2022 ~~third quarter over the prior year third~~first quarter as a result of decreased comparable sales of ~~7.2%~~7.3%, which were partially offset by ~~additional net~~increased sales generated byfrom new locations. As of the end of the ~~2022 third~~2023 first quarter, we operated ~~six~~nine additional stores as compared to the end of the ~~2021 third~~2022 first quarter, and we had the full benefit of one store opened during the 2022 first quarter. Collectively, these stores accounted for a net $22.9 million increase in net sales for the 2023 first quarter.

The decrease of ~~7.2%~~7.3% in comparable sales was driven by lower sales across all merchandise divisions as a result of ~~fewer transactions. The majority of the~~a decrease in ~~comparable sales was due to lower sales~~transactions of 6.7% and a decline in ~~the~~average ticket of 0.6%. The outdoors merchandise division ~~caused~~sales declines were led by ~~a decrease in~~ the ~~shooting sports category. To a lesser extent, within the outdoors merchandise division,~~hunting and fishing ~~also contributed to the decrease in sales.~~categories. The sports and recreation merchandise division sales ~~also declined, which was generally~~were primarily driven by decreased sales in fitness equipment, water sports, bikes and outdoor games, partially offset by ~~an increase~~sales increases in ~~the~~team sports, including baseball, golf and racquet sports. The footwear ~~merchandise division. The sports and recreation~~ merchandise division sales decrease was primarily driven by recreation and fitness as these divisions were particularly impacted by increased prior year isolated recreation demands brought on by the COVID-19 pandemic, especiallydecreased due to lower sales in ~~categories such as bikes, outdoor games and fitness equipment. These decreases in the current year were~~athletic footwear, partially offset by increased sales in team sports ~~including football, baseball and golf. The footwear merchandise division increase was primarily due to increased sales in the casual and seasonal footwear and youth footwear categories.~~footwear. The apparel merchandise division was relatively flat compared to the prior ~~year, experiencing only a slight decline.~~year.

E-commerce net sales ~~increased $13.4 million, or 10.5%,~~represented 8.2% of merchandise sales in the 2023 first quarter compared to 9.5% in the 2022 ~~third quarter compared to the prior year third quarter and represented 9.5% of merchandise sales for the 2022 third quarter compared to 8.0% for the prior year third~~first quarter.

Gross Margin. Gross margin decreased ~~$38.4~~$54.3 million, or ~~6.8%~~10.4%, to ~~$522.5~~$467.1 million infor the 2023 first quarter from $521.4 million for the 2022 ~~third quarter from $560.8 million in the 2021 third~~first quarter. As a percentage of net sales, gross margin decreased ~~0.2%~~1.7% from ~~35.2% in the 2021 third quarter to 35.0%~~35.5% in the 2022 ~~third~~first quarter to 33.8% in the 2023 first quarter. The decrease of 20170 basis points in gross margin is primarily attributable to:

•~~36 basis points of unfavorability on increased inventory shrinkage;~~

•28110 basis points of unfavorability in ~~e-commerce shipping costs due to increased e-commerce sales during the 2022 third quarter;~~

•~~19 basis points of unfavorability in import freight and duties~~merchandise margin as a result of increased ~~costs of ocean freight during~~clearance and promotional activity compared to the 2022 ~~third~~first quarter; ~~partially offset by~~and

•6076 basis points of ~~favorability in merchandise margins driven by favorable merchandise mix and higher average unit retails.~~unfavorability as a result of increased inventory shrink.

Selling, General and Administrative Expenses. SG&A expenses ~~decreased $1.8~~increased $25.0 million, or 7.9%, to ~~$342.9~~$340.9 million infor the 2023 first quarter from $315.9 million for the 2022 ~~third quarter as compared to $344.7 million in the 2021 third quarter primarily as a result of higher prior year performance-based compensation expense.~~first quarter. As a percentage of net sales, SG&A expenses increased ~~1.4%~~3.1% to ~~23.0%~~24.6% in the 2023 first quarter compared to 21.5% in the 2022 ~~third quarter compared to 21.6% in the 2021 third~~first quarter. The increase of ~~140~~310 basis points ~~in SG&A~~ is primarily attributable to a deleverage ~~of fixed~~from increased costs ~~from~~on decreased sales. SG&A costs increased $25.0 million primarily as a result of:

•Employee compensation costs increased $12.0 million primarily due to increased equity compensation and an increased wages expense over the prior year, partially attributable to the addition of nine new stores since the end of the prior year first quarter;

•Advertising spend increase of $7.0 million; and

•Property and facility fees increase of $4.0 million primarily due to the addition of new stores.

Interest Expense. Interest expense increased ~~$0.7~~$0.3 million, or ~~6.5%~~2.8%, infor the ~~2022 third~~2023 first quarter when compared ~~with~~to the ~~2021 third~~2022 first quarter, resulting from ~~increased~~an increase in interest rates in recent months on our Term ~~Loan.~~Loan, which was partially offset by a lower outstanding balance on our long-term debt as a result of a voluntary prepayment of $100.0 million in December 2022.

Other (Income), net. Other ~~(income),~~income, net, increased ~~$1.9~~$3.0 million in the ~~2022 third~~2023 first quarter when compared ~~with~~to the ~~2021 third~~2022 first quarter ~~primarily driven by favorable~~due to higher interest ~~rate movement~~rates on money market investments in the current year.

Income Tax Expense. Income tax expense decreased ~~$5.8~~$20.8 million to ~~$38.2~~$24.7 million for the 2023 first quarter as compared to $45.5 million for the 2022 ~~third quarter as compared to $44.0 million in the 2021 third~~first quarter, resulting primarily from a decrease in ~~income before income taxes in the current year, partially offset by a higher effective tax rate.~~pre-tax income.

~~Thirty-Nine Weeks Ended October 29, 2022 Compared to Thirty-Nine Weeks Ended October 30, 2021~~

~~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 Ended Change
October 29, 2022 October 30, 2021 Dollars Percent
Net sales $ 4,648,570 100.0 % $ 4,964,658 100.0 % $ (316,088) (6.4) %
Cost of goods sold 3,008,612 64.7 % 3,197,623 64.4 % (189,011) (5.9) %
Gross margin 1,639,958 35.3 % 1,767,035 35.6 % (127,077) (7.2) %
Selling, general and administrative expenses 998,209 21.5 % 1,057,290 21.3 % (59,081) (5.6) %
Operating income 641,749 13.8 % 709,745 14.3 % (67,996) (9.6) %
Interest expense, net 34,240 0.7 % 38,130 0.8 % (3,890) (10.2) %
Loss on early retirement of debt — — % 2,239 0.0 % (2,239) (100.0) %
Other (income), net (4,676) (0.1) % (1,746) (0.0) % (2,930) 167.8 %
Income before income taxes 612,185 13.2 % 671,122 13.5 % (58,937) (8.8) %
Income tax expense 141,837 3.1 % 141,511 2.9 % 326 0.2 %
Net income $ 470,348 10.1 % $ 529,611 10.7 % $ (59,263) (11.2) %

*Percentages in table may not sum properly due to rounding.

~~Net Sales~~. Net sales decreased $316.1 million, or 6.4%, for the year-to-date 2022 compared to the year-to-date 2021 as a result of decreased comparable sales of 6.9%, which were partially offset by increased sales from the addition of six new stores during the period.

The decrease of 6.9% in comparable sales was driven by lower sales across all merchandise divisions as a result of fewer transactions partially offset by an increase in average ticket. The higher comparable sales in the prior year were partially due to stimulus payments and child tax credits issued by the U.S. government during the year-to-date 2021. The outdoors merchandise division had declines in shooting sports and fishing, partially offset by an increase in the camping category. The sports and recreation division sales were lower, primarily driven by recreation and fitness as these divisions were particularly impacted by increased prior year isolated recreation demands brought on by the COVID-19 pandemic, especially in categories such as fitness equipment, bikes, outdoor games and outdoor cooking. These decreases in the current year were partially offset by increased sales in team sports, including football, basketball, golf and baseball. The apparel division experienced declining sales largely due to athletic apparel. The footwear division decreased due to lower sales in athletic footwear and work footwear, partially offset by increases in youth footwear.

E-commerce net sales increased $53.5 million, or 13.6%, in the year-to-date 2022 compared to the year-to-date 2021 and represented 9.7% of merchandise sales in the current year-to-date compared to 8.0% in the prior year-to-date.

~~Gross Margin.~~Gross margin decreased $127.1 million, or 7.2%, to $1,640.0 million for the year-to-date 2022 from $1,767.0 million for the year-to-date 2021. As a percentage of net sales, gross margin decreased 0.3% from 35.6% in the prior year-to-date to 35.3% in the current year-to-date. The decrease of 30 basis points in gross margin is primarily attributable to:

•~~21 basis points of unfavorability in e-commerce shipping costs due to increased e-commerce sales during the 2022 year-to-date;~~

•~~15 basis points of unfavorability on inventory valuation adjustments;~~

•~~14 basis points of unfavorability in inventory overhead expenditures as a result of higher expense absorption rates from lower inventory turnover rates; partially offset by~~

•~~40 basis points of favorability in merchandise margins driven by higher average unit retails.~~

~~Selling, General and Administrative Expenses.~~ SG&A expenses decreased $59.1 million, or 5.6%, to $998.2 million for the year-to-date 2022 from $1,057.3 million for the year-to-date 2021 primarily due to higher prior year compensation costs associated with the 2021 Vesting Event of $24.9 million of equity compensation and $15.5 million in related payroll tax expense. Additionally, higher performance-based compensation in 2021 contributed to the decrease. As a percentage of net sales, SG&A expenses increased 0.2% to 21.5% in the current year-to-date 2022 compared to 21.3% in the prior year-to-date primarily attributable to deleverage from decreased sales on decreased SG&A costs.

~~Interest Expense.~~ Interest expense decreased $3.9 million, or 10.2%, for the year-to-date 2022 when compared to the year-to-date 2021, resulting from a lower outstanding balance on our long-term debt as a result of the refinancing of our Term Loan which occurred in May 2021 which was partially offset by an increase in interest rates in recent months on our Term Loan.

~~Loss on Early Retirement of Debt.~~ Loss on early retirement of debt decreased $2.2 million for the year-to-date 2022 when compared to the year-to-date 2021. During the second quarter of 2021, we refinanced our Term Loan, which resulted in a loss on early retirement of debt of $2.2 million.

~~Other (Income), net.~~ Other income, net, increased $2.9 million, or 167.8%, in the year-to-date 2022 when compared to the year-to-date 2021, primarily driven by favorable interest rate movement on money market investments in the current year.

~~Income Tax Expense.~~ Income tax expense increased $0.3 million to $141.8 million for the year-to-date 2022 as compared to $141.5 million for the year-to-date 2021, resulting primarily from an increased effective tax rate. ASO, Inc.’s effective tax rate for the year-to-date 2022 was 23.2% compared to 21.1% in the year-to-date 2021.~~The change in effective tax rate was primarily driven by a prior year benefit from tax deductions related to the vesting or exercise of several equity compensation awards.~~

Non-GAAP Measures

Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, Adjusted Earnings per Share and Adjusted Free Cash Flow, as shown below, have been presented in this Quarterly Report as supplemental measures of financial performance that are not required by, or presented in accordance with, accounting principles generally accepted in the United States of America ("GAAP"). We define Adjusted EBITDA as net income (loss) before interest expense, net, income tax expense and depreciation, amortization and impairment, further adjusted to exclude costs such as ~~consulting fees, private equity sponsor monitoring fees,~~ equity compensation expense, (gain) loss on early retirement of debt, net, ~~severance and executive transition costs, costs related to the COVID-19 pandemic, pre-opening expenses,~~ payroll taxes associated with the 2021 Vesting Event and other adjustments. We define Adjusted EBIT as net income (loss) before interest expense, net, and income tax expense, further adjusted to exclude costs such as ~~consulting fees, private equity sponsor monitoring fees,~~ equity compensation expense, (gain) loss on early retirement of debt, net, ~~severance and executive transition costs, costs related to the COVID-19 pandemic, pre-opening expenses,~~ payroll taxes associated with the 2021 Vesting Event and other adjustments. We describe these adjustments reconciling net income (loss) to Adjusted EBITDA and to Adjusted EBIT in the applicable table below. We define Adjusted Net Income as net income (loss), plus costs such as ~~consulting fees, private equity sponsor monitoring fees,~~ equity compensation expense, (gain) loss on early retirement of debt, net, ~~severance and executive transition costs, costs related to the COVID-19 pandemic, pre-opening expenses,~~ payroll taxes associated with the 2021 Vesting Event and other adjustments, less the tax effect of these adjustments. We define basic Adjusted Earnings per Share as Adjusted Net Income divided by the basic weighted average common shares outstanding during the period and diluted Adjusted Earnings per Share as Adjusted Net Income divided by the diluted weighted average common shares outstanding during the period. We describe these adjustments by reconciling net income (loss) to Adjusted Net Income and Adjusted Earnings per Share in the applicable table below. We describe Adjusted Free Cash Flow as net cash provided by (used in) operating activities less net cash used in investing activities. We describe this adjustment by reconciling net cash provided by operating activities to Adjusted Free Cash Flow in the applicable table below.

We believe Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, and Adjusted Earnings per Share assist investors and analysts in comparing our operating performance across reporting periods on a consistent basis by excluding items that we do not believe are indicative of our core operating performance. Management believes Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, and Adjusted Earnings per Share are useful to investors in highlighting trends in our operating performance, while other measures can differ significantly depending on long-term strategic decisions regarding capital structure, the tax jurisdictions in which we operate and capital investments. Management believes Adjusted Free Cash Flow is a useful measure of liquidity and an additional basis for assessing our ability to generate cash. 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 has also ~~uses~~historically used Adjusted EBIT as a performance target to establish and award discretionary annual incentive compensation.

Management supplements GAAP results with non-GAAP financial measures to provide a more complete understanding of the factors and trends affecting the business than GAAP results alone. Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, Adjusted Earnings per Share and Adjusted Free Cash Flow are not recognized terms under GAAP and should not be considered as an alternative to net income (loss) as a measure of financial performance or net cash provided by operating activities as a measure of liquidity, or any other performance measures derived in accordance with GAAP. Additionally, these measures are not intended to be a measure of free cash flow available for management’s discretionary use as they do not consider certain cash requirements such as interest payments, tax payments and debt service requirements. Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, and Adjusted Earnings per Share should not be construed to imply that our future results will be unaffected by unusual or non-recurring items. In evaluating Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, Adjusted Earnings per Share and Adjusted Free Cash Flow, you should be aware that in the future we may incur expenses that are the same as or similar to some of the adjustments in this presentation. Our presentation of Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, Adjusted Earnings per Share and Adjusted Free Cash Flow should not be construed to imply that our future results will be unaffected by any such adjustments.

Our Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, Adjusted Earnings per Share and Adjusted Free Cash Flow measures have limitations as analytical tools, and you should not consider them in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

•Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, and Adjusted Earnings per Share do not reflect costs or cash outlays for capital expenditures or contractual commitments;

•Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, and Adjusted Earnings per Share do not reflect changes in, or cash requirements for, our working capital needs;

•Adjusted EBITDA and Adjusted EBIT do not reflect the interest expense, or the cash requirements necessary to service interest or principal payments, on our debt, and Adjusted Free Cash Flow does not reflect the cash requirements necessary to service principal payments on our debt;

•Adjusted EBITDA and Adjusted EBIT do not reflect period to period changes in taxes, income tax expense or the cash necessary to pay income taxes;

•Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, and Adjusted Earnings per Share do not reflect the impact of earnings or charges resulting from matters we consider not to be indicative of our ongoing operations;

•although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and Adjusted EBITDA and Adjusted Free Cash Flow do not reflect cash requirements for such replacements; and

•other companies in our industry may calculate these measures differently than we do, limiting their usefulness as comparative measures.

Because of these limitations, Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, Adjusted Earnings per Share and Adjusted Free Cash Flow should not be considered as measures of discretionary cash available to invest in business growth or to reduce indebtedness. Management compensates for these limitations by primarily relying on our GAAP results in addition to using Adjusted EBITDA, Adjusted EBIT, Adjusted Net Income, Adjusted Earnings per Share and Adjusted Free Cash Flow supplementally.

3025

Adjusted EBITDA and Adjusted EBIT

The following table provides reconciliations of net income to Adjusted EBITDA and to Adjusted EBIT for the periods presented (amounts in thousands):


			Thirteen Weeks Ended				Thirty-Nine Weeks Ended						Thirteen Weeks Ended
			October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021					April 29, 2023		April 30, 2022
Net income	Net income		$	131,741	$	161,305	$	470,348	$	529,611	Net income			$	93,970	$	149,806
Interest expense, net	Interest expense, net		12,163		11,424		34,240		38,130		Interest expense, net			11,230		10,920
Income tax expense	Income tax expense		38,156		43,998		141,837		141,511		Income tax expense			24,709		45,464
Depreciation and amortization	Depreciation and amortization		27,000		26,459		78,852		77,767		Depreciation and amortization			26,261		25,578
Equity compensation (a)	Equity compensation (a)		5,829		2,921		15,486		36,126		Equity compensation (a)			11,382		3,499
Loss on early retirement of debt			—		—		—		2,239
Pre-opening expenses (b)			2,115		—		4,941		—
Payroll taxes associated with the 2021 Vesting Event (c)			—		—		—		15,418
Other (d)			—		595		—		1,309
Adjusted EBITDA			$	217,004	$	246,702	$	745,704	$	842,111
Adjusted EBITDA (b)											Adjusted EBITDA (b)			$	167,552	$	235,267
Less: Depreciation and amortization	Less: Depreciation and amortization		(27,000)		(26,459)		(78,852)		(77,767)		Less: Depreciation and amortization			(26,261)		(25,578)
Adjusted EBIT			$	190,004	$	220,243	$	666,852	$	764,344

Adjusted EBIT (b)											Adjusted EBIT (b)			$	141,291	$	209,689

(a)	(a)	Represents non-cash charges related to equity-based compensation, which vary from period to period depending on certain factors such as the 2021 Vesting Event, timing and valuation of awards, achievement of performance targets and equity award forfeitures.									(a)	Represents non-cash charges related to equity-based compensation, which vary from period to period depending on certain factors such as timing and valuation of awards, achievement of performance targets and equity award forfeitures.
(b)	(b)	Represents pre-opening expenses, which are non-capital expenditures associated with opening new stores and incurred prior to the store opening and generating sales. These costs consist primarily of occupancy costs, marketing, payroll and recruiting costs. These costs are expensed as incurred.									(b)	Effective January 28, 2023, we no longer exclude pre-opening expenses from our computations of Adjusted EBITDA and Adjusted EBIT. Adjusted EBITDA and Adjusted EBIT for the thirteen weeks ended April 30, 2022 have been revised to the current period computation methodology. See the section entitled Management's Discussion and Analysis of Financial Condition and Results of Operations - Overview - Selling, General and Administrative Expenses for details of our pre-opening expenses for the periods presented.
(c)		Represents cash expenses related to taxes on equity-based compensation resulting from the 2021 Vesting Event.
(d)		Other adjustments include (representing deductions or additions to Adjusted EBITDA and Adjusted EBIT) amounts that management believes are not representative of our operating performance, such as costs associated with secondary offerings, installation costs for energy savings associated with our profitability initiatives and other costs associated with business optimization initiatives.

3126

Adjusted Net Income and Adjusted Earnings per Share

The following table provides a reconciliation of net income to Adjusted Net Income and Adjusted Earnings per Share for the periods presented (amounts in thousands, except per share data):


			Thirteen Weeks Ended				Thirty-Nine Weeks Ended						Thirteen Weeks Ended
			October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021					April 29, 2023		April 30, 2022
Net income	Net income		$	131,741	$	161,305	$	470,348	$	529,611	Net income			$	93,970	$	149,806
Equity compensation (a)	Equity compensation (a)		5,829		2,921		15,486		36,126		Equity compensation (a)			11,382		3,499
Loss on early retirement of debt			—		—		—		2,239
Pre-opening expenses (b)			2,115		—		4,941		—
Payroll taxes associated with the 2021 Vesting Event (c)			—		—		—		15,418
Other (d)			—		595		—		1,309
Tax effects of these adjustments (e)			(1,808)		(686)		(4,735)		(13,487)
Adjusted Net Income			$	137,877	$	164,135	$	486,040	$	571,216
Tax effects of these adjustments (b)											Tax effects of these adjustments (b)			(2,370)		(816)
Adjusted Net Income (c)											Adjusted Net Income (c)			$	102,982	$	152,489

Earnings per common share:											Earnings per common share:
Basic											Basic			$	1.22	$	1.73
Diluted											Diluted			$	1.19	$	1.69
Adjusted Earnings per Share:	Adjusted Earnings per Share:										Adjusted Earnings per Share:
Basic	Basic		$	1.74	$	1.80	$	5.86	$	6.21	Basic			$	1.34	$	1.76
Diluted	Diluted		$	1.69	$	1.75	$	5.72	$	5.98	Diluted			$	1.30	$	1.72
Weighted average common shares outstanding:	Weighted average common shares outstanding:										Weighted average common shares outstanding:
Basic	Basic		79,085		91,140		82,901		91,951		Basic			76,862		86,658
Diluted	Diluted		81,379		93,844		84,910		95,504		Diluted			79,288		88,614

(a)											(a)	Represents non-cash charges related to equity-based compensation, which vary from period to period depending on certain factors such as timing and valuation of awards, achievement of performance targets and equity award forfeitures.
~~(a)~~(b)	~~(a)~~(b)	Represents non-cash charges related to equity-based compensation, which vary from period to period depending on certain factors such as the 2021 Vesting Event, timing and valuation of awards, achievement of performance targets and equity award forfeitures.									~~(a)~~(b)	For the thirteen weeks ended April 29, 2023 and April 30, 2022, this represents the estimated tax effect (by using the projected full year tax rates for the respective years) of the total adjustments made to arrive at Adjusted Net Income.
~~(b)~~(c)	~~(b)~~(c)	Represents pre-opening expenses, which are non-capital expenditures associated with opening new stores and incurred prior to the store opening and generating sales. These costs consist primarily of occupancy costs, marketing, payroll and recruiting costs. These costs are expensed as incurred.									~~(b)~~(c)	Effective January 28, 2023, we no longer exclude pre-opening expenses from our computation of Adjusted Net Income. Adjusted Net Income for the thirteen weeks ended April 30, 2022 has been revised to the current period computation methodology. See the section entitled Management's Discussion and Analysis of Financial Condition and Results of Operations - Overview - Selling, General and Administrative Expenses for details of our pre-opening expenses for the periods presented.
(c)		Represents cash expenses related to taxes on equity-based compensation resulting from the 2021 Vesting Event.
(d)		Other adjustments include (representing deductions or additions to Adjusted Net Income) amounts that management believes are not representative of our operating performance, such as costs associated with secondary offerings, installation costs for energy savings associated with our profitability initiatives and other costs associated with business optimization initiatives.
(e)		For the thirteen and thirty-nine weeks ended October 29, 2022 and October 30, 2021, this represents the estimated tax effect (by using the projected full year tax rates for the respective years) of the total adjustments made to arrive at Adjusted Net Income.

Adjusted Free Cash Flow

The following table provides a reconciliation of net cash provided by operating activities to Adjusted Free Cash Flow for the periods presented (amounts in thousands):


		Thirteen Weeks Ended				Thirty-Nine Weeks Ended					Thirteen Weeks Ended
		October 29, 2022		October 30, 2021		October 29, 2022		October 30, 2021				April 29, 2023		April 30, 2022
Net cash provided by operating activities	Net cash provided by operating activities	$	50,763	$	109,389	$	309,169	$	515,063	Net cash provided by operating activities		$	52,135	$	97,097
Net cash used in investing activities	Net cash used in investing activities	(31,677)		(24,944)		(79,811)		(58,711)		Net cash used in investing activities		(40,547)		(17,312)
Adjusted Free Cash Flow	Adjusted Free Cash Flow	$	19,086	$	84,445	$	229,358	$	456,352	Adjusted Free Cash Flow		$	11,588	$	79,785

3227

Liquidity and Capital Resources

Sources and Uses of Liquidity

Our principal liquidity requirements are for working capital, capital expenditures and cash used to pay our debt obligations and related interest expense. We also use cash to pay dividends and occasionally use cash to repurchase common stock. We fund these liquidity requirements through cash and cash equivalents, cash generated from operating activities, issuances of debt (such as the Notes) and borrowings under our ABL Facility. On ~~October~~April 29, ~~2022,~~2023, our cash and cash equivalents totaled ~~$318.2~~$295.5 million. We believe our cash and cash equivalents, as well as our availability under the ABL Facility, will be sufficient to fund our cash requirements for at least the next 12 months.

Long-Term Debt

~~On May 25, 2021,~~As of April 29, 2023, the ~~Company entered into an Amendment No. 4 (the "Amendment") to the Second Amended~~Company's long-term debt and Restated Credit Agreement (as previously amended, the "Existing Credit Agreement") which (i) reduced the applicable margin on LIBOR borrowings under the Term Loan from 5.00% to 3.75% and (ii) utilized cash on hand to repay $99.0 millioninterest rates consist of outstanding borrowings under the Term Loan, leaving an outstanding principal balance of $300.0 million under the Amended Credit Agreement. Borrowings under the Amended Credit Agreement will continue to mature on November 6, 2027, and all other material terms and provisions of the Existing Credit Agreement remain substantially the same as the terms and provisions in place immediately prior to the effectiveness of the Amendment (see Note 4 to the accompanying financial statements).:

•Notes - 6.00% fixed rate senior secured notes with $400 million in principal outstanding and full principal maturing November 15, 2027;

•Term Loan - 8.60% variable rate term-loan with $194.0 million in principal outstanding maturing November 6, 2027 and quarterly principal payments of $750 thousand; and

•ABL Facility - $1.0 billion commitment on a variable rate secured asset-based revolving credit facility with no principal outstanding maturing November 6, 2025.

The following table summarizes our current debt obligations by fiscal year (amounts in thousands):


		2022		2023		2024		2025		2026		After 2026		Total			2023		2024		2025		2026		2027		Total
Term Loan and related interest (1)	Term Loan and related interest (1)	$	6,729	$	28,966	$	26,298	$	24,732	$	23,876	$	299,931	$	410,532	Term Loan and related interest (1)	$	14,842	$	17,061	$	15,430	$	15,145	$	192,767	$	255,245
Notes and related interest (2)	Notes and related interest (2)	12,000		24,000		24,000		24,000		24,000		424,000		532,000		Notes and related interest (2)	24,000		24,000		24,000		24,000		424,000		520,000
ABL Facility and related interest (3)	ABL Facility and related interest (3)	625		2,500		2,500		1,909		—		—		7,534		ABL Facility and related interest (3)	1,916		2,500		1,909		—		—		6,325

(1) Interest payments do not include amortization of discount and debt issuance costs and are approximated based on projected interest rates and assume no unscheduled principal payments.	(1) Interest payments do not include amortization of discount and debt issuance costs and are approximated based on projected interest rates and assume no unscheduled principal payments.															(1) Interest payments do not include amortization of discount and debt issuance costs and are approximated based on projected interest rates and assume no unscheduled principal payments.
(2) Assumes Notes are paid in full at maturity date.
(2) Interest payments do not include amortization of debt issuance costs and assumes Notes are paid in full at maturity date.																(2) Interest payments do not include amortization of debt issuance costs and assumes Notes are paid in full at maturity date.
(3) Assumes a minimum revolving credit commitment of $1.0 billion and assumes no balances drawn on our ABL Facility.	(3) Assumes a minimum revolving credit commitment of $1.0 billion and assumes no balances drawn on our ABL Facility.															(3) Assumes a minimum revolving credit commitment of $1.0 billion and assumes no balances drawn on our ABL Facility.

Liquidity information related to the ABL Facility is as follows for the periods shown (dollar amounts in thousands):


		Thirty-Nine Weeks Ended					Thirteen Weeks Ended
		October 29, 2022		October 30, 2021			April 29, 2023		April 30, 2022
Average funds drawn	Average funds drawn	$	—	$	—	Average funds drawn	$	—	$	—
Number of days with outstanding balance	Number of days with outstanding balance	—		—		Number of days with outstanding balance	—		—
Maximum daily amount outstanding	Maximum daily amount outstanding	$	—	$	—	Maximum daily amount outstanding	$	—	$	—
Minimum available borrowing capacity	Minimum available borrowing capacity	$	954,516	$	780,945	Minimum available borrowing capacity	$	986,122	$	954,516

Liquidity information related to the ABL Facility (amounts in thousands) as of:

October 29, 2022 January 29, 2022 October 30, 2021
Outstanding borrowings $ — $ — $ —
Issued letters of credit $ 17,378 $ 17,828 $ 17,828
Available borrowing capacity $ 982,622 $ 874,831 $ 982,172


	April 29, 2023		January 28, 2023		April 30, 2022
Outstanding borrowings	$	—	$	—	$	—
Issued letters of credit	13,878		13,878		17,828
Available borrowing capacity	986,122		947,764		982,172

3328

Leases

We lease store locations, distribution centers, office space and certain equipment under operating leases expiring between fiscal years ~~2022~~2023 and 2043. Operating lease obligations include future minimum lease payments under all of our non-cancelable operating leases at ~~October~~April 29, ~~2022.~~2023. The following table summarizes our remaining operating lease obligations by fiscal year:

2022 2023 2024 2025 2026 After 2026 Total
Operating lease payments (1) (2)
$ 51,702 $ 205,789 $ 197,797 $ 191,262 $ 183,330 $ 1,003,824 $ 1,833,704
(1) Minimum lease payments have not been reduced by sublease rentals of $0.6 million due in the future under non-cancelable sub-leases.
(2) These balances include stores where we have an executed contract but have not taken possession of the location as of October 29, 2022.


	2023		2024		2025		2026		2027		After 2027		Total
Operating lease payments (1) (2)	$	160,245	$	209,067	$	202,307	$	194,375	$	180,579	$	940,233	$	1,886,806

(1) Minimum lease payments have not been reduced by sublease rentals of $0.4 million due in the future under non-cancelable sub-leases.
(2) These balances include stores where we have an executed contract but have not taken possession of the location as of April 29, 2023.

In the ~~thirty-nine~~thirteen weeks ended ~~October~~April 29, ~~2022,~~2023, we opened ~~six~~one new ~~locations. Subsequent~~location and we intend to ~~the end of the 2022 third quarter, we have completed three additional~~open 13 to 15 new ~~store openings, which brings our total to nine new store openings~~locations in ~~2022.~~2023.

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 dodoes not obligate the Company to acquire any particular number of common shares, and the ~~programs~~program may be suspended, extended, modified or discontinued at any time. As of ~~October~~April 29, ~~2022, we no longer had availability under the 2021 Share Repurchase Program and~~2023, we had approximately ~~$399.4~~$249.4 million available for share repurchases pursuant to the 2022 Share Repurchase ~~Program.~~

Program (see Note 2 to the accompanying financial statements).

The following table summarizes our share repurchases for the ~~fiscal year ended January 29, 2022:~~2023 first quarter (dollar amounts in thousands, except per share amounts):

Total Number of Shares Purchased Average Price Paid per Share Total Amount Repurchased
First Quarter (January 31, 2021 to May 1, 2021) — $ — $ —
Second Quarter (May 2, 2021 to July 31, 2021) (1)
3,229,974 30.96 99,999,995
Third Quarter (August 1, 2021 to October 30, 2021) 5,722,892 42.96 245,837,186
Fourth Quarter (October 31, 2021 to January 29, 2022) 1,613,930 40.63 65,571,394
Total Shares Repurchased 10,566,796 $ 38.93 $ 411,408,575
(1) Shares repurchased during the 2021 second quarter were not subject to the Share Repurchase Programs.

~~The following table summarizes our share repurchases for the year-to-date 2022:~~

Total Number of Shares Purchased Average Price Paid per Share Total Amount Repurchased
First Quarter (January 30, 2022 to April 30, 2022) 2,272,349 $ 38.95 $ 88,500,881
Second Quarter (May 1, 2022 to July 30, 2022) 5,550,892 36.05 200,110,996
Third Quarter (July 31, 2022 to October 29, 2022) (1)
2,176,463 46.33 100,824,712
Total Shares Repurchased 9,999,704 $ 38.94 $ 389,436,589
(1) See Part II, Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds for further detail on the 2022 third quarter share repurchases.


	Total Number of Shares Purchased	Average Price Paid per Share (1)		Total Amount Repurchased (1)
First Quarter (January 29, 2023 to April 29, 2023) (2)	750,010	$	66.69	$	50,015



Total Shares Repurchased	750,010	$	66.69	$	50,015

(1) Excludes the impact of excise taxes.
(2) See Part II, Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds for further detail on the 2023 first quarter share repurchases.

Dividends

The following table summarizes our quarterly dividend payments for the ~~year-to-date 2022~~2023 first quarter (amounts in thousands, except per share amounts):

Dividend per Share Total Dividends Paid Stockholder Date of Record
First Quarter (January 30, 2022 to April 30, 2022) $ 0.075 $ 6,536 March 17, 2022
Second Quarter (May 1, 2022 to July 30, 2022) $ 0.075 6,271 June 16, 2022
Third Quarter (July 31, 2022 to October 29, 2022) $ 0.075 $ 5,974 September 15, 2022
Total Dividends Paid $ 18,781


	Dividend per Share		Total Dividends Paid		Stockholder Date of Record
First Quarter (January 29, 2023 to April 29, 2023)	$	0.09	$	6,929	March 23, 2023



Total Dividends Paid			$	6,929

Capital Expenditures

The following table summarizes our capital expenditures for the thirteen weeks ended April 29, 2023 and April 30, 2022 (amounts in thousands):


	Thirteen Weeks Ended
	April 29, 2023		April 30, 2022
New stores	$	17,207	$	4,888
Corporate, e-commerce and information technology programs	16,348		8,661
Updates for existing stores and distribution centers	6,909		3,731
Total capital expenditures	$	40,464	$	17,280

We expect capital expenditures for fiscal year ~~2022~~2023 to be ~~approximately $130.0~~between $200 million and $250 million. ~~Approximately 40%~~The following table summarizes our forecasted allocation of our planned cash outflow relate to investments in our corporate, e-commerce and information technology programs. Investments in new stores and relocations are expected to be 40% of our planned cash outflow and the remaining 20% of the planned cash outflow is expected to be utilized in updatescapital expenditures for ~~existing stores and distribution centers.~~ fiscal year 2023:


	2023
New stores	55	%
Corporate, e-commerce and information technology programs	25	%
Updates for existing stores and distribution centers	20	%

We review forecasted capital expenditures throughout the year and will adjust or ~~modify projects~~our capital expenditures based on business conditions at that time.

Cash Flows for the ~~Thirty-Nine~~Thirteen Weeks Ended ~~October~~April 29, ~~2022~~2023 and ~~October~~April 30, ~~2021~~2022

Our unaudited statements of cash flows are summarized as follows (in thousands):


		Thirty-Nine Weeks Ended					Thirteen Weeks Ended
		October 29, 2022		October 30, 2021			April 29, 2023		April 30, 2022
Net cash provided by operating activities	Net cash provided by operating activities	$	309,169	$	515,063	Net cash provided by operating activities	$	52,135	$	97,097
Net cash used in investing activities	Net cash used in investing activities	(79,811)		(58,711)		Net cash used in investing activities	(40,547)		(17,312)
Net cash used in financing activities	Net cash used in financing activities	(397,189)		(432,659)		Net cash used in financing activities	(53,197)		(93,388)
Net increase (decrease) in cash and cash equivalents		$	(167,831)	$	23,693
Net decrease in cash and cash equivalents						Net decrease in cash and cash equivalents	$	(41,609)	$	(13,603)

Operating Activities. Cash flows from operating activities are seasonal in our business. Typically, cash flows from operations are used to build inventory in advance of peak selling seasons, with the fourth quarter pre-holiday season inventory increase being the most significant.

Cash provided by operating activities in the ~~year-to-date 2022~~2023 first quarter decreased ~~$205.9~~$45.0 million, compared to ~~year-to-date 2021.~~2022 first quarter. This decrease in cash was attributable to:

•$~~98.9~~55.8 million decrease in net income;

•$9.9 million net ~~decrease~~increase in cash flows provided by operating assets and liabilities;

•~~$59.3 million decrease in net income;~~ and

•$~~47.7~~1.0 million net ~~decrease~~increase in non-cash charges.

The ~~decrease~~increase in cash flows from operating assets and liabilities was primarily attributable to:

•$~~73.9~~49.1 million increase in cash flows from merchandise inventories, net related to a reduction in inventory replenishment in the 2023 first quarter when compared to the prior year period;

•$34.8 million increase in cash flows from a decrease in performance compensation payments made in the 2023 first quarter relative to the prior year quarter; partially offset by a

•$58.9 million decrease in cash flows from ~~accrued expenses and other current liabilities which was largely driven by performance compensation payments made and lower related accrual rates in~~accounts payable primarily due to decreased inventory receipts relative to the ~~year-to-date 2022.~~prior year first quarter.

~~The decrease from non-cash charges was primarily caused by:~~

•~~$23.4 million decrease in deferred income taxes; and~~

•~~$20.6 million decrease in equity compensation expense as a result of the 2021 Vesting Event.~~

Investing Activities. Cash used in investing activities increased ~~$21.1~~$23.2 million in the ~~year-to-date 2022~~2023 first quarter compared to the ~~year-to-date 2021.~~2022 first quarter. The increase in cash used in investing activities is primarily due to:

•$~~20.9~~23.2 million higher capital expenditures driven by increased investments in new stores ~~and store updates~~ in the ~~year-to-date 2022.~~2023 first quarter.

Financing Activities. Cash used in financing activities decreased ~~$35.5~~$40.2 million in the ~~year-to-date 2022,~~2023 first quarter, compared to the ~~year-to-date 2021.~~2022 first quarter. The primary drivers of the decrease were:

•$~~99.3~~38.5 million decrease in cash outflows ~~related to~~caused by a ~~prior year-to-date principal repurchase~~reduction in ~~connection with the refinancing of our Term Loan which occurred in the second quarter of 2021; partially offset by~~

•~~$43.6 million increase in cash outflows related to Company's repurchase~~repurchases and simultaneous retirement of common stock in the current ~~year; and~~

•~~$29.7 million decrease in net proceeds from the exercise of stock options relative to the year-to-date 2021.~~year.

Critical Accounting Policies and Estimates

This management's discussion and analysis of our financial condition and results of operations is based upon our unaudited financial statements, which have been prepared in accordance with GAAP. 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.

Management evaluated the development and selection of our critical accounting policies and estimates used in the preparation of the Company's unaudited financial statements and related notes and believes these policies to be reasonable and appropriate. Certain of these policies involve a higher degree of judgment or complexity and are most significant to reporting our results of operations and financial position, and are, therefore, discussed as critical. 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, ~~and the possibility of additional unforeseen effects from the COVID-19 pandemic,~~ these estimates remain challenging, and actual results could differ materially from our estimates. More information on all of our significant accounting policies can be found in the "Critical Accounting Policies and Estimates" section of the Annual Report entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations." There have been no material changes to our critical accounting policies as compared to the critical accounting policies described in the Annual ~~Report.~~Report, other than the following:

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 (see Note 2 to the accompanying financial statements).

Recent Accounting Pronouncements

The information set forth in Note 2 to our unaudited consolidated financial statements under Part I, Item 1 of this Quarterly Report is incorporated herein by reference.

~~Related Party Transactions~~

The information set forth in Note 11 to our unaudited consolidated financial statements under Part I, Item 1 under the heading of this Quarterly Report entitled "Related Party Transactions" is incorporated herein by reference.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes in our primary risk exposures or management of market risks from those disclosed in the Annual Report under "Management’s Discussion and Analysis of Financial Condition and Results of Operations – Quantitative and Qualitative Disclosures About Market Risk."

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) that are designed to ensure that information required to be disclosed in our reports under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer ("CEO") and our Chief Financial Officer ("CFO"), as appropriate, to allow timely decisions regarding required disclosures. Any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Our management, with the participation of our CEO and our CFO, evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on such evaluation, our CEO and CFO have concluded that, as of the end of the period covered by this Quarterly Report, the design and operation of the Company's disclosure controls and procedures were effective to accomplish their objectives at the reasonable assurance level.

Changes in Internal Control over Financial Reporting

No changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) occurred during the period covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

3732

PART II. OTHER INFORMATION

ITEM 1. 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 (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 will be required to deposit with CBP an amount of duties relating to these products, which will be 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 it 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~~April 29, ~~2022,~~2023, with respect to any of the matters discussed under the heading "Legal Proceedings" in the Annual ~~Report~~. 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.

ITEM 1A. RISK FACTORS

You should carefully consider the risk factors discussed in the section of the Annual Report entitled "Risk Factors", which could materially affect our business, financial condition or future results. The risks described in the Annual Report are not the only risks facing the Company. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or future results. There have been no material changes to the risk factors discussed in the section of the Annual Report entitled "Risk Factors".

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table summarizes the repurchases and cancellations of shares of our common stock during the ~~third quarter of 2022:~~2023 first quarter:

Period Total Number of Shares Purchased (a) Average Price Paid per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b) Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (b)
July 31, 2022 to August 27, 2022 — $ — — $ 500,192,744
August 28, 2022 to October 1, 2022 1,672,091 $ 46.92 1,672,091 $ 421,768,212
October 2, 2022 to October 29, 2022 504,372 $ 44.35 504,372 $ 399,411,562
Total 2,176,463 $ 46.33 2,176,463 $ 399,411,562


Period	Total Number of Shares Purchased (a)	Average Price Paid per Share (b)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (c)	Dollar Value of Shares that May Yet be Purchased Under the Plans or Programs (c)
January 29, 2023 to February 25, 2023	—	$	—	—	$	299,411,563
February 26, 2023 to April 1, 2023	23,977	$	64.23	23,977	$	297,872,089
April 2, 2023 to April 29, 2023	726,033	$	66.77	726,033	$	249,411,584
Total	750,010	$	66.69	750,010	$	249,411,584

(a) The total number of shares ~~purchased~~repurchased excludes shares which were net-settled, and therefore not issued, to cover employee tax withholding related to the vesting of certain restricted stock awards and exercise of certain stock option awards.

(b) Excludes the impact of excise taxes.

(c) On June 2, 2022, the Board of Directors of the Company authorized a 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. As of ~~October~~April 29, ~~2022,~~2023, approximately ~~$399.4~~$249.4 million remained available for share repurchases pursuant to our 2022 Share Repurchase Program (see Note 2 to the accompanying financial statements).

The 2022 Share Repurchase Program does 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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable.

ITEM 5. OTHER INFORMATION

On December 6, 2022, the Board of Directors of the Company approved and adopted amended and restated bylaws of the Company to reflect the amendments summarized below (as so amended and restated, the “Amended and Restated Bylaws”), effective immediately, a copy of which is filed as Exhibit 3.2 to this Form 10-Q.

Among other things, the amendments affected by the Amended and Restated Bylaws: (i) update certain procedural requirements related to director nominations by stockholders in light of the recently adopted Rule 14a-19 under the Exchange Act (the “Universal Proxy Rules”) and (ii) reflect certain other changes to Section 2.03 in light of the Universal Proxy Rules, including requiring (1) additional background information and disclosures regarding stockholders proposing director nominations and other business, director nominees proposed by stockholders, and other persons related to a stockholder’s solicitation of proxies; (2) any stockholder submitting a nomination notice to make a representation as to whether such stockholder intends to solicit proxies in support of director nominees other than the Company’s nominees in accordance with Rule 14a-19 under the Exchange Act and the Amended and Restated Bylaws and to provide evidence that the stockholder has complied with such requirements; and (3) any nominee proposed by a stockholder to deliver a written questionnaire with respect to the nominee’s background and qualifications as well as provide any other questionnaires or information that may be necessary to assess the nominee’s qualifications and eligibility for board service.

The Amended and Restated Bylaws also: (i) provide that a white proxy card is reserved solely for use by the Company’s Board of Directors (Section 2.03), (ii) update and conform various provisions to reflect the latest amendments to the Delaware General Corporation Law (the “DGCL”), including: (1) clarifying the adjournment procedures for virtual meetings of stockholders (Section 2.10); and (2) eliminating the requirement that the list of stockholders be open to examination at meetings of stockholders (Section 5.05), and (iii) remove certain historical references to KKR and the Stockholders Agreement (as each term is defined in the Company’s amended and restated certificate of incorporation). The Amended and Restated Bylaws also incorporate other non-substantive, ministerial, clarifying and conforming changes.

The foregoing description of the Amended and Restated Bylaws is qualified in its entirety by reference to the Amended and Restated Bylaws which are filed as Exhibit 3.2 to this Quarterly Report and incorporated herein by reference.None.

3934

ITEM 6. EXHIBITS


Exhibit Number			Description of Exhibit
3.1			Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on October 6, 2020).
3.2*3.2			Certificate of Change of Registered Agent and/or Registered Office of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 1, 2023).
3.3			Amended and Restated Bylaws of the Registrant ~~effective~~(incorporated by reference to Exhibit 3.2 to the Registrant's Quarterly Report on Form 10-Q filed on December 7, 2022).
10.1*			Amendment No. 3, dated March 30, 2023, to First Amended and Restated ABL Credit Agreement, among Academy, Ltd., as Borrower, New Academy Holding Company, LLC, as Holdings, Associated Investors, L.L.C. and Academy Managing Co., L.L.C., as Texas Intermediate Holdcos, the lending institutions from time to time party thereto and JPMorgan Chase Bank, N.A., as the Administrative Agent, the Collateral Agent, the Letter of ~~December 6, 2022.~~Credit Issuer and the Swingline Lender.
10.2†*			Form of 2023 Executive Performance-Based Restricted Stock Unit Agreement.
10.3†*			Form of 2023 Executive Time-Based Restricted Stock Unit Agreement.
10.4†*			Form of 2023 Executive Time-Based Option Agreement.
10.5†			Ken C. Hicks Amended and Restated Employment Agreement, dated April 26, 2023 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on April 27, 2023).
10.6†			Steven (Steve) P. Lawrence Amended and Restated Employment Agreement, dated April 26, 2023 (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on April 27, 2023).
10.7†			Michael P. Mullican Amended and Restated Employment Agreement, dated April 26, 2023 (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on April 27, 2023).
10.8†			2020 Omnibus Incentive Plan, as amended by the First Amendment (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on June 1, 2023).
18.1*			Preferability Letter from Deloitte & Touche LLP.
31.1*			Certification of Periodic Report by Chief Executive Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*			Certification of Periodic Report by Chief Financial Officer under Section 302 of the Sarbanes-Oxley Act of 2002.
32.1**			Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2**			Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS			XBRL Instance Document - The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH			XBRL Taxonomy Extension Schema Document
101.CAL			XBRL Taxonomy Calculation Linkbase Document
101.DEF			XBRL Taxonomy Definition Linkbase Document
101.LAB			XBRL Taxonomy Label Linkbase Document
101.PRE			XBRL Taxonomy Presentation Linkbase Document

*			Filed herewith
**			Furnished herewith
†			~~Compensatory agreements for director(s) and/~~Management contract or ~~executive officer(s).~~compensatory plans or arrangements.

The agreements and other documents filed as exhibits to this report are not intended to provide factual information or other disclosure other than with respect to the terms of the agreements or other documents themselves, and you should not rely on them for that purpose. In particular, any representations and warranties made by us in these agreements or other documents were made solely within the specific context of the relevant agreement or document and may not describe the actual state of affairs as of the date they were made or at any other time.

4035

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Quarterly Report on Form 10-Q to be signed on ~~December 7, 2022~~June 6, 2023 on its behalf by the undersigned, thereto duly authorized.


ACADEMY SPORTS AND OUTDOORS, INC.


By:	/s/	~~KEN C. HICKS~~HEATHER A. DAVIS
	~~Ken C. Hicks~~Heather A. Davis
	~~Chairman,~~Senior Vice President - Accounting, Treasury and ~~Chief Executive Officer~~Tax
	(principal ~~executive officer)~~

~~By:~~	~~/s/~~	~~MICHAEL P. MULLICAN~~
	~~Michael P. Mullican~~
	~~Executive Vice President~~accounting officer and ~~Chief Financial Officer~~authorized signatory)
	~~(principal financial officer)~~

4136


			Page
PART I. FINANCIAL INFORMATION			3
Item 1. Financial Statements			3
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			2017
Item 3. Quantitative and Qualitative Disclosures About Market Risk			3731
Item 4. Controls and Procedures			3732
PART II. OTHER INFORMATION			3833
Item 1. Legal Proceedings			3833
Item 1A. Risk Factors			3833
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			3834
Item 3. Defaults Upon Senior Securities			3834
Item 4. Mine Safety Disclosures			3934
Item 5. Other Information			3934
Item 6. Exhibits			4035
SIGNATURES			4136


	Total Number of Shares Purchased	Average Price Paid per Share		Total Amount Repurchased
First Quarter (January 31, 2021 to May 1, 2021)	—	$	—	$	—
Second Quarter (May 2, 2021 to July 31, 2021) (1)	3,229,974	30.96		99,999,995
Third Quarter (August 1, 2021 to October 30, 2021)	5,722,892	42.96		245,837,186
Fourth Quarter (October 31, 2021 to January 29, 2022)	1,613,930	40.63		65,571,394
Total Shares Repurchased	10,566,796	$	38.93	$	411,408,575
(1) Shares repurchased during the 2021 second quarter were not subject to the Share Repurchase Programs.