SEC Info - Academy Sports & Outdoors, Inc.

We have served as the Company's auditor since 1996.

ACADEMY SPORTS AND OUTDOORS, INC.

CONSOLIDATED BALANCE SHEETS

(Dollar amounts in thousands)

ASSETS

CURRENT ASSETS:

Cash and cash equivalents

i 377,604

i 149,385

Accounts receivable - less allowance for doubtful accounts of $ i 1,172 and $ i 3,275, respectively

i 17,306

i 13,999

Merchandise inventories, net

i 990,034

i 1,099,749

Prepaid expenses and other current assets

i 28,313

i 24,548

Assets held for sale

i 1,763

Total current assets

i 1,415,020

i 1,289,444

PROPERTY AND EQUIPMENT, NET

i 378,260

i 441,407

RIGHT-OF-USE ASSETS

i 1,143,699

i 1,145,705

TRADE NAME

i 577,000

GOODWILL

i 861,920

OTHER NONCURRENT ASSETS

i 8,583

i 15,845

Total assets

i 4,384,482

i 4,331,321

LIABILITIES AND STOCKHOLDERS' / PARTNERS' EQUITY

CURRENT LIABILITIES:

Accounts payable

i 791,404

i 428,823

Accrued expenses and other current liabilities

i 291,351

i 211,381

Current lease liabilities

i 80,338

i 76,329

Current maturities of long-term debt

i 4,000

i 34,116

Total current liabilities

i 1,167,093

i 750,649

LONG-TERM DEBT, net

i 781,489

i 1,428,542

LONG-TERM LEASE LIABILITIES

i 1,150,088

i 1,141,896

DEFERRED TAX LIABILITIES, NET

i 138,703

i —

OTHER LONG-TERM LIABILITIES

i 35,126

i 19,197

Total liabilities

i 3,272,499

i 3,340,284

COMMITMENTS AND CONTINGENCIES (NOTE 14)

REDEEMABLE MEMBERSHIP UNITS

i —

i 2,818

STOCKHOLDERS' / PARTNERS' EQUITY (1):

Preferred stock, $ i i 0.01 / par value, authorized i i 50,000,000 / shares; i i i i none / / / issued and outstanding

i —

Partners' equity, membership units authorized, issued and outstanding were i i i 72,468,164 / / as of February 1, 2020

—

i 996,285

Common stock, $ i 0.01 par value, authorized i 300,000,000 shares; i i 91,114,475 / issued and outstanding as of January 30, 2021

i 911

—

Additional paid-in capital

i 127,228

—

Retained earnings

i 987,168

—

Accumulated other comprehensive loss

( i 3,324)

( i 8,066)

Stockholders' / partners' equity

i 1,111,983

i 988,219

Total liabilities and stockholders' / partners' equity

i 4,384,482

i 4,331,321

(1) See Retrospective Presentation of Ownership Exchange in Note 2.

See Notes to Consolidated Financial Statements

ACADEMY SPORTS AND OUTDOORS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Amounts in thousands, except per share data)

Fiscal Year Ended

NET SALES

i 5,689,233

i 4,829,897

i 4,783,893

COST OF GOODS SOLD

i 3,955,188

i 3,398,743

i 3,415,941

GROSS MARGIN

i 1,734,045

i 1,431,154

i 1,367,952

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

i 1,313,647

i 1,251,733

i 1,239,002

OPERATING INCOME

i 420,398

i 179,421

i 128,950

INTEREST EXPENSE, NET

i 86,514

i 101,307

i 108,652

GAIN ON EARLY RETIREMENT OF DEBT, NET

( i 3,582)

( i 42,265)

i —

OTHER (INCOME), NET

( i 1,654)

( i 2,481)

( i 3,095)

INCOME BEFORE INCOME TAXES

i 339,120

i 122,860

i 23,393

INCOME TAX EXPENSE

i 30,356

i 2,817

i 1,951

NET INCOME

i 308,764

i 120,043

i 21,442

EARNINGS PER COMMON SHARE:

BASIC (1)

i 3.96

i 1.66

i 0.30

DILUTED (1)

i 3.79

i 1.60

i 0.29

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING:

BASIC (1)

i 77,994

i 72,477

i 72,432

DILUTED (1)

i 81,431

i 74,795

i 75,198

(1) See Retrospective Presentation of Ownership Exchange in Note 2.

See Notes to Consolidated Financial Statements

ACADEMY SPORTS AND OUTDOORS, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in thousands)

Fiscal Year Ended

COMPREHENSIVE INCOME:

Net income

i 308,764

i 120,043

i 21,442

Unrealized loss on interest rate swaps

( i 6,653)

( i 16,096)

( i 2,625)

Recognized interest (income) expense on interest rate swaps

i 11,045

( i 418)

i 1,106

Loss on swaps from debt refinancing

i 1,330

i —

Tax expense

( i 980)

i —

Total comprehensive income

i 313,506

i 103,529

i 19,923

See Notes to Consolidated Financial Statements

ACADEMY SPORTS AND OUTDOORS, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' / PARTNERS’ EQUITY

(Amounts in thousands)

Redeemable Membership Units

Stockholders' / Partner's Equity

Total Membership Units / Common Stock

Partners' Equity

Common Stock

Additional Paid-In Capital

Retained Earnings

Accumulated Other Comprehensive Income (Loss)

Total Stockholders' / Partner's Equity

Units (1)

Amount

Units (1)

Amount

Shares (1)

Amount

Units / Shares (1)

Balances as of February 3, 2018

i 1,277

i 16,431

i 71,111

i 822,720

—

i 9,967

i 832,687

i 72,388

Net income

—

i 21,442

—

i 21,442

—

Equity compensation

—

i 4,633

—

i 4,633

—

Equity contributions from Managers

i 74

—

i 1,250

—

i 1,250

i 74

Adjustment to Redeemable Membership Units for contributions from Managers and settlement of vested Restricted Units

i 11

i 1,454

—

( i 1,454)

—

( i 1,454)

i 11

Unrealized loss on interest rate swaps

—

( i 2,625)

—

Recognized interest expense on interest rate swaps

—

i 1,106

—

Balances as of February 2, 2019

i 1,362

i 17,885

i 71,111

i 848,591

—

i 8,448

i 857,039

i 72,473

Net income

—

i 120,043

—

i 120,043

—

Equity compensation

—

i 7,881

—

i 7,881

—

Equity contributions from Managers

i 6

—

i 100

—

i 100

i 6

Adjustment to Redeemable Membership Units for contributions from Managers and settlement of vested Restricted Units

i 18

i 400

—

( i 400)

—

( i 400)

i 18

Adjustment to Redeemable Membership Units for repurchase of units from Managers

( i 29)

( i 538)

i 29

i 538

—

i 538

—

Repurchase of Redeemable Membership Units

—

( i 29)

( i 473)

—

( i 473)

( i 29)

Reclassification of membership units with lapsed put rights (Note 2)

( i 1,195)

( i 14,929)

i 1,195

i 14,930

—

i 14,930

—

Cumulative-effect adjustment related to the adoption of the New Lease Standard

—

i 5,075

—

i 5,075

—

Unrealized loss on interest rate swaps

—

( i 16,096)

—

Recognized interest income on interest rate swaps

—

( i 418)

—

Balances as of February 1, 2020

i 162

i 2,818

i 72,306

i 996,285

—

( i 8,066)

i 988,219

i 72,468

Net income

—

i 157,656

—

i 151,108

—

i 308,764

—

Equity compensation

—

i 3,690

—

i 27,927

—

i 31,617

—

Adjustment to Redeemable Membership Units for settlement of vested Restricted Units

i 12

i 200

—

( i 200)

—

( i 200)

i 12

Adjustment to Redeemable Membership Units for repurchase of units from Managers

( i 2)

( i 41)

i 2

i 41

—

i 41

—

Repurchase of Redeemable Membership Units

—

( i 2)

( i 37)

—

( i 37)

( i 2)

Distributions to holders of Membership Units

—

( i 257,000)

—

( i 257,000)

—

Effect of the Reorganization Transactions

( i 172)

( i 2,977)

( i 72,306)

( i 900,435)

i 72,478

i 725

i 66,627

i 836,060

—

i 2,977

—

Issuance of common stock in IPO and Over-Allotment, net of Offering Costs

—

i 17,432

i 174

i 206,796

—

i 206,970

i 17,432

Cumulative tax effect resulting from Reorganization Transactions

—

( i 141,909)

—

( i 141,909)

—

Share-Based Award Payments

—

( i 32,819)

—

( i 32,819)

—

Share-Based Award Payments adjustment for forfeitures

—

i 596

—

i 596

—

Settlement of vested Restricted Stock Units

—

i 802

i 8

( i 8)

i —

i 802

Stock option exercises

—

i 402

i 4

i 18

—

i 22

i 402

Unrealized loss on interest rate swaps (net of tax impact of $ i 350)

—

( i 6,303)

—

Loss on swaps from debt refinancing (net of tax impact of $ i 330)

—

i 1,000

—

Recognized interest expense on interest rate swaps (net of tax impact of $ i 1,000)

—

i 10,045

—

Balances as of January 30, 2021

—

i 91,114

i 911

i 127,228

i 987,168

( i 3,324)

i 1,111,983

i 91,114

(1) See Retrospective Presentation of Ownership Exchange in Note 2.

See Notes to Consolidated Financial Statements

ACADEMY SPORTS AND OUTDOORS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Amounts in thousands)

Fiscal Year Ended

CASH FLOWS FROM OPERATING ACTIVITIES:

Net income

i 308,764

i 120,043

i 21,442

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

i 105,481

i 117,254

i 132,782

Non-cash lease expense

i 13,880

i 3,965

i —

Equity compensation

i 31,617

i 7,881

i 4,633

Amortization of deferred loan and other costs

i 5,516

i 3,717

i 4,163

Loss on swaps from debt refinancing

i 1,330

i —

Deferred income taxes

i 701

i 297

( i 494)

Non-cash gain on early retirement of debt, net

( i 3,582)

( i 42,265)

i —

Gain on disposal of property and equipment

i —

( i 23)

( i 801)

Casualty loss

i 194

i 569

i 46

Impairment of long-lived assets

i —

i 1,408

Changes in assets and liabilities:

Accounts receivable, net

( i 2,981)

i 4,476

i 2,582

Merchandise inventories, net

i 109,520

i 34,407

i 89,284

Prepaid expenses and other current assets

( i 3,765)

( i 3,732)

i 2,187

Other noncurrent assets

( i 2,496)

i 398

i 274

Accounts payable

i 361,518

( i 2,904)

( i 70,029)

Accrued expenses and other current liabilities

i 57,376

i 20,615

( i 2,703)

Income taxes payable

i 14,124

i —

Deferred rent/tenant improvement allowances

—

i 2,833

Other long-term liabilities

i 14,400

( i 1,029)

i 10,874

Net cash provided by operating activities

i 1,011,597

i 263,669

i 198,481

CASH FLOWS FROM INVESTING ACTIVITIES:

Capital expenditures

( i 41,269)

( i 62,818)

( i 107,905)

Proceeds from insurance claims

i —

i 2,593

Proceeds from the sale of property and equipment

i —

i 23

i 10,429

Note receivable from member

i 8,125

( i 3,988)

( i 4,144)

Net cash used in investing activities

( i 33,144)

( i 66,783)

( i 99,027)

CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from ABL Facility

i 500,000

i 502,500

i 526,812

Repayment of ABL Facility

( i 500,000)

( i 502,500)

( i 561,812)

Proceeds from Term Loan, net of discount

i 396,000

i —

Repayment of Term Loan

( i 1,461,072)

( i 122,819)

( i 18,250)

Proceeds from Notes

i 400,000

i —

Debt issuance fees

( i 14,147)

i —

( i 2,808)

Share-Based Award Payments

( i 20,970)

i —

Distribution

( i 257,000)

i —

Equity contributions from Managers

i —

i 100

i 1,250

Proceeds from exercise of stock options

i 22

i —

Proceeds from issuance of common stock, net of Offering Costs

i 206,970

i —

Repurchase of Redeemable Membership Units

( i 37)

( i 473)

i —

Net cash used in financing activities

( i 750,234)

( i 123,192)

( i 54,808)

NET INCREASE IN CASH AND CASH EQUIVALENTS

i 228,219

i 73,694

i 44,646

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD

i 149,385

i 75,691

i 31,045

CASH AND CASH EQUIVALENTS AT END OF PERIOD

i 377,604

i 149,385

i 75,691

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

Cash paid for interest

i 87,163

i 93,556

i 108,208

Cash paid for income taxes

i 15,527

i 2,588

i 2,449

NON-CASH INVESTING AND FINANCING ACTIVITIES:

Non-cash issuance of common stock

i 2,646

i —

Change in capital expenditures in accounts payable and accrued liabilities

i 1,065

i 309

i 128

See Notes to Consolidated Financial Statements

ACADEMY SPORTS AND OUTDOORS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. i Nature of Operations

The Company

All references to "we", "us," "our" or the "Company" in the financial statements refer to, (1) prior to October 1, 2020, New Academy Holding Company, LLC, a Delaware limited liability company ("NAHC") and the prior parent holding company for our operations, and its consolidated subsidiaries; and (2) on and after October 1, 2020, 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. 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. Upon completion of our initial public offering (the "IPO"), the related over-allotment exercise (the "IPO Over-Allotment Exercise"), and the secondary offering on behalf of KKR (the "Secondary Offering") detailed below, affiliates of KKR held an i 54.5% ownership interest in the Company.

The Company is one of the leading full-line sporting goods and outdoor recreational products retailers in the United States in terms of net sales. As of January 30, 2021, we operated i 259 "Academy Sports + Outdoors" retail locations in i 16 states and i three distribution centers located in Katy, Texas, Twiggs County, Georgia and Cookeville, Tennessee. Our distribution centers receive, store and ship merchandise to our stores and customers. We also sell merchandise to customers across most of the United States via our academy.com website.

Fiscal Year

i The Company’s fiscal year represents the 52 or 53 weeks ending on the Saturday closest to January 31 each year. References herein to 2020, 2019 and 2018 relate to the 52-week fiscal years ended January 30, 2021, February 1, 2020, and February 2, 2019, respectively.

Initial Public Offering and Reorganization Transactions

On October 6, 2020, ASO, Inc. completed an initial public offering (the "IPO") in which we issued and sold i 15,625,000 shares of common stock, $ i 0.01 par value for cash consideration of $ i 12.22 per share (representing an initial public offering price of $ i 13.00 per share, net of underwriting discounts) to a syndicate of underwriters led by Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC, as representatives, resulting in net proceeds of approximately $ i 184.9 million after deducting underwriting discounts, which included approximately $ i 2.7 million paid to KKR Capital Markets LLC ("KCM"), an affiliate of KKR, for underwriting services in connection with the IPO, and $ i 6.1 million in costs directly associated with the IPO ("Offering Costs"), such as legal and accounting fees. The shares sold in the offering were registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to our registration statement on Form S-1 (File No. 333-248683) (the "Registration Statement"), which was declared effective by the Securities and Exchange Commission (the "SEC") on October 1, 2020.

In connection with our IPO, we completed a series of reorganization transactions (the "Reorganization Transactions") that resulted in:

•NAHC, the previous parent holding company for the Company, being contributed to ASO, Inc. by its members and becoming a wholly-owned subsidiary of ASO, Inc., which thereupon became our parent holding company; and

•one share of common stock of ASO, Inc. issued to then-existing members of NAHC for every i 3.15 membership units of NAHC contributed to ASO, Inc.

IPO Over-Allotment Exercise

On November 3, 2020, ASO, Inc. issued and sold an additional i 1,807,495 shares of the Company's common stock, par value $ i 0.01 per share, for cash consideration of $ i 12.22 per share (representing an initial public offering price of $ i 13.00 per share, net of underwriting discounts) to the IPO underwriters, resulting in approximately $ i 22.1 million in proceeds net of underwriting discounts, which included $ i 0.3 million paid to KCM for underwriting services, pursuant to the partial exercise by the underwriters of their option to purchase up to i 2,343,750 additional shares to cover over-allotments in connection with the IPO (the "IPO Over-Allotment Exercise"). The option has expired with respect to the remaining shares.

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 (the “Secondary Offering”) of i 12,000,000 shares of Common Stock, pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-252390), filed on January 25, 2021 (the "Secondary Offering"). The Selling Stockholders granted the Underwriters the option to purchase, within i 30 days from the date of the Underwriting Agreement, an additional i 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 $ i 20.69375 per share. The Company did i not receive any proceeds from the Secondary Offering.

2. i Summary of Significant Accounting Policies

Critical Accounting Policies

Critical accounting policies are those that we believe are both most important to the portrayal of our financial condition and results of operations and require our most difficult, subjective or complex judgments, often as a result of the need to make estimates about the effect of matters that are inherently uncertain. Judgments and uncertainties affecting the application of those policies may result in materially different amounts being reported under different conditions, using different assumptions or when actual results are known. Our critical accounting policies, which are described below, are as follows:

•Merchandise Inventories, net;

•Impairment of Long-Lived Assets;

•Goodwill; and

•Intangible Assets.

Basis of Presentation and Principles of Consolidation

i These consolidated financial statements include the accounts of ASO, Inc. and, its subsidiaries, ASO Co-Invest Blocker Sub, L.P., ASO Blocker Sub, L.P., NAHC, Academy Managing Co., LLC, Associated Investors, LLC, Academy, Ltd., the Company's operating company, and Academy International Limited. ASO Co-Invest Blocker Sub, L.P., ASO Blocker Sub, L.P., NAHC, Academy Managing Co., LLC, and Associated Investors, LLC are intermediate holding companies. i All intercompany balances and transactions have been eliminated in consolidation. ASO Co-Invest Blocker Sub, L.P. and ASO Blocker Sub, L.P. were dissolved on January 31, 2021.

Use of Estimates in the Preparation of Financial Statements

i The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("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 additional unforeseen effects from the COVID-19 pandemic, these estimates are becoming more challenging, and actual results could differ materially from our estimates.

Reclassifications

i Within the merchandise division sales table presented in Note 3, certain products and categories were recategorized amongst various categories and divisions, respectively, during 2020 to better align with our current merchandising strategy and view of the business. As a result, we have reclassified sales between divisions for 2019 and 2018 for comparability purposes. This reclassification is in presentation only and did not impact the overall net sales balances previously disclosed.

Retrospective Presentation of Ownership Exchange

Prior to the IPO, ASO, Inc. was a wholly-owned subsidiary of NAHC. On the IPO pricing date (October 1, 2020), the then-existing members of NAHC contributed all of their membership units of NAHC to ASO, Inc. and, in exchange, received one share of common stock of ASO, Inc. for every i 3.15 membership units of NAHC contributed to ASO, Inc. (such i 3.15:1 contribution and exchange ratio, the "Contribution Ratio"). As a result of such contributions and exchanges, upon the IPO, NAHC became a wholly-owned subsidiary of ASO, Inc., which became our parent holding company. The par value and authorized shares of the common stock of ASO, Inc. of $ i 0.01 and i 300,000,000, respectively, remain unchanged as a result of such contributions and exchanges. All membership units and redeemable membership units in the financial statements and notes have been retrospectively adjusted to give effect to the Contribution Ratio, as if such contributions and exchanges occurred as of all pre-IPO periods presented, including the periods presented on the Balance Sheets, Statements of Income, Statements of Stockholders’ / Partners’ Equity, Note 9. Equity and Share-Based Compensation, Note 10. Earnings per Common Share and Note 16. Selected Quarterly Financial Data (Unaudited).

Redeemable Membership Units

Prior to October 1, 2020, Allstar Managers LLC, a Delaware limited liability company ("Managers"), owned membership units in NAHC (each, a "NAHC Membership Unit"). Managers was dissolved and its assets were distributed to its members on December 23, 2020. Managers was 100% owned by certain current and former executives and directors of the Company and was formed to facilitate the purchase of indirect contingently redeemable ownership interests in NAHC. Prior to October 1, 2020, certain executives and directors could acquire contingently redeemable membership units in Managers (the "Redeemable Membership Units"), either by (1) purchasing the Redeemable Membership Units with cash consideration, which was subsequently contributed to NAHC by Managers in exchange for a number of NAHC Membership Units equal to the number of Redeemable Membership Units purchased, or (2) by receiving the Redeemable Membership Units in settlement of vested restricted units awarded to the executive or director under the Company's 2011 Unit Incentive Plan (see Note 9). Each outstanding Redeemable Membership Unit in Managers corresponded to an outstanding NAHC Membership Unit, on a unit-for-unit basis.

On October 1, 2020, Managers received one share of ASO, Inc. common stock in exchange for every i 3.15 membership units in NAHC that Managers contributed to ASO, Inc., and the Redeemable Membership Units in Managers that were held by its owners were reduced proportionately by the Contribution Ratio, so that the outstanding number of Redeemable Membership Units in Managers equaled the number of shares of ASO, Inc. common stock held by Managers on a 1:1 basis.

NAHC was the sole managing member of Managers with a controlling voting interest, but no economic interest, in Managers. As the sole managing member of Managers, NAHC operated and controlled all business affairs of Managers.

The terms and conditions of the agreements governing the Redeemable Membership Units included provisions by which the holder, or its heirs, had the right to require Managers or NAHC to purchase the holder's Redeemable Membership Units upon the holder’s termination of employment due to death or disability for cash at fair value. The carrying value of the Redeemable Membership Units was classified as temporary equity, initially at fair value, as redemption was an event that was not solely within our control. If redemption became probable, we were required to re-measure the Redeemable Membership Units to fair value. Periodically, these rights lapsed due to contractual expiration or a holder's termination of employment for reasons other than death or disability. Due to the lapse of this right for certain issuances, $ i 14.9 million was reclassified from temporary equity to Partners' Equity during the 2019 third quarter.

Cash and Cash Equivalents

i We consider credit and debit card transactions, which typically settle within three business days, demand deposits with banks, and all other highly liquid investments with original maturities of three months or less from the date of purchase to be cash equivalents.

Financial Instruments

i Financial instruments are comprised of cash and cash equivalents, accounts receivable, accounts payable, certain accrued liabilities, derivatives and debt. The carrying amounts of cash and cash equivalents, accounts receivable, accounts payable and accrued liabilities approximate their fair values due to the short-term nature of those instruments. We enter into interest rate swaps to reduce the risk that our earnings and cash flows will be affected by changes in interest rates on our debt, and we do not hold any derivative financial instruments for trading or speculative purposes (see Note 4 and Note 5). The fair value of debt is influenced by fluctuations in market conditions for interest rates (see Note 6).

Accounts Receivable

i Accounts receivable consists primarily of amounts due from vendors for vendor allowances and other accounts receivable. We provide an allowance for doubtful accounts based on both historical experience and a specific identification basis.

Concentration of Risk

Financial instruments which subject us to potential credit risk consist of cash and cash equivalents and derivative financial instruments. We have established guidelines to limit our exposure to credit risk on cash and cash equivalents by placing investments with high credit quality financial institutions. Deposits with these financial institutions may exceed the amount of insurance provided; however, these deposits typically are redeemable upon demand. We use high credit quality counterparties to transact our derivative transactions. Therefore, we believe that the financial risks associated with these financial instruments are minimal.

We purchase merchandise inventories from approximately i 1,200 vendors. In 2020, 2019 and 2018, purchases from our largest vendor represented approximately i 12%, i 14% and i 13% of our total inventory purchases, respectively. No other vendor in any of the aforementioned years exceeded 10% of our purchases. We typically do not enter into long-term inventory purchase commitments and there were none as of January 30, 2021 or February 1, 2020.

A significant portion of our inventory purchases are manufactured outside of the United States, primarily in Asia. While we are not dependent on any single manufacturer outside of the United States, we could be adversely affected by political, health (including pandemic), safety, security, economic, tariff, climate or other disruptions affecting the business or operations of third-party manufacturers located outside of the United States.

Merchandise Inventories, net

i Merchandise inventories are valued at the lower of weighted average cost or net realizable value using the last-in first-out ("LIFO") method. Merchandise inventories include the direct cost of merchandise and capitalized costs related to procurement, warehousing and distribution and are reflected net of shrinkage, vendor allowances and other valuation accounts. We regularly review inventories and record a valuation adjustment when necessary such as for inventory that has a carrying value in excess of the net realizable value or for slow moving or obsolete inventory. As of January 30, 2021 and February 1, 2020, merchandise inventories valued at LIFO, including necessary valuation adjustments, approximated the cost of such inventories using the weighted average inventory method. The application of the LIFO inventory method did not result in any LIFO charges or credits affecting cost of sales in 2020, 2019 or 2018.

Property and Equipment

i Property and equipment are recorded at cost less accumulated depreciation and amortization. Cost includes interest capitalized on borrowings used to finance the construction of stores and other significant capital projects while under construction. Depreciation and amortization is computed using the straight-line method over the asset’s useful life, which is generally determined by asset category as follows:

Leasehold improvements Lesser of asset useful life or lease term

Software and computer equipment i 2– i 5 years

Other equipment i 5– i 10 years

Furniture and fixtures i 7– i 10 years

When assets are retired or sold, the cost and accumulated depreciation are removed from our accounts, and the resulting gain or loss is reflected in the consolidated statements of income. Repair and maintenance costs are charged to expense as incurred and significant improvements that substantially enhance the useful life or enhance the functionality of an asset are capitalized and amortized.

In the normal course of business, we acquire land and construct new stores to be sold to and leased from third party landlords. New stores completed but not yet sold to and leased from third parties are classified as assets held for sale and are expected to be sold within one year. Our intent is to sell the stores and land for approximately the total land and construction costs incurred (which approximate the fair market value of the property, net of selling costs) and simultaneously enter into operating leases.

Capitalized Computer Software Costs

i We capitalize certain costs incurred in connection with developing or obtaining computer software for internal use. Capitalized computer software costs are included in property and equipment on the consolidated balance sheets and amortized on a straight-line basis when placed into service over the estimated useful lives of the software. The amounts capitalized were $ i 14.5 million, $ i 12.9 million and $ i 13.8 million in 2020, 2019 and 2018, respectively.

Capitalized Interest

i We capitalized interest primarily related to construction of new stores, store renovations, distribution centers and IT projects in the amount of $ i 0.6 million, $ i 0.6 million and $ i 1.3 million in 2020, 2019 and 2018, respectively. Interest expense, net on the consolidated statement of income is shown net of capitalized interest. /

Impairment of Long-Lived Assets

i We review the carrying value of long-lived assets, including property and equipment and finite-lived intangible assets, for indicators of impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable. Recoverability of long-lived assets is measured by a comparison of the carrying amount of the assets to the estimated undiscounted future cash flows expected to be generated by the use of the assets. If such assets are considered to be impaired, the impairment loss recognized is the amount by which the carrying amount of the assets exceeds its estimated fair value, which is typically calculated using discounted expected future cash flows. As a result of our assessment, we did i i no / t record an impairment of long-lived store assets in 2020 and 2019. In 2018, we impaired $ i 1.4 million of long-lived store assets. These charges are included in selling, general and administrative expenses on the consolidated statements of income (see Note 6). /

Goodwill

Goodwill represents the excess of the purchase price of an acquired business over the amounts assigned to assets acquired and liabilities assumed in a business combination. Goodwill is tested for impairment annually at the last day of our eleventh fiscal month, or more frequently if events or circumstances indicate that the carrying value of goodwill may not be recoverable. We test for goodwill at the reporting unit level, which is the operating segment level. We operate in i one segment with i one reporting unit.

The annual goodwill impairment test provides for the option of first performing a qualitative assessment to evaluate the existence of events and circumstances that would lead to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If such a conclusion is reached, we would then be required to perform a quantitative impairment assessment of goodwill. However, if the qualitative assessment leads to a determination that it is more likely than not that the fair value of a reporting unit is greater than its carrying amount, then no further assessments are required. In 2020, we performed a qualitative assessment and determined a quantitative assessment was not necessary.

Our quantitative assessment for determining the fair value of our reporting unit includes using an estimated discounted cash flow model (income approach) and market value approach. The output of this assessment is an estimated fair value for our reporting unit that is compared to its carrying value to determine whether an impairment charge is necessary. The income approach uses a discounted cash flow analysis of our projected future income, and the market value approach is based on earnings multiples for a comparable set of public companies.

These approaches use key input assumptions such as our projected future operating results, the discount rate, the weighting for each valuation approach and the comparable set of companies. A history of declining trends in our operating results such as comparable sales, gross margin, net income and cash flow from operations could impact these assumptions and serve as indicators of future impairment. There is significant judgment used in determining these assumptions and variability in the assumptions could cause us to reach a different conclusion on impairment.

In 2019 and 2018, we performed a quantitative assessment for the determination of impairment. i i i No / / impairment of goodwill existed for 2020, 2019 or 2018.

Intangible Assets

i Intangible assets consist of the trade name of "Academy Sports + Outdoors" (the "Trade Name") and our favorable leases. The favorable leases are accounted for as finite-lived assets and are amortized over their estimated useful economic lives. With the adoption of the New Lease Standard on February 3, 2019, the balance of the favorable lease rights, net was netted into the right-of-use assets on the balance sheet (see Note 12). Amortization expense on favorable lease rights was $ i 3.5 million in 2018. The Trade Name is expected to generate cash flows indefinitely and, therefore, is accounted for as an indefinite-lived asset not subject to amortization. /

The Trade Name is tested for impairment annually at the last day of our eleventh fiscal month, or whenever events or circumstances indicate that the carrying amount of the Trade Name may not be recoverable. Impairment is calculated as the excess of the Trade Name’s carrying value over its fair value. The fair value of the Trade Name is determined using the relief-from-royalty method, a variation of the income approach. This method assumes that, in lieu of ownership, a third party would be willing to pay a royalty in order to exploit the related benefits of these types of assets. Once a supportable royalty rate is determined, the rate is then applied to the projected revenues over the expected remaining life of the intangible assets to estimate the royalty savings. This approach is dependent on a number of factors, including estimates of future growth and trends, royalty rates, discount rates and other variables. The results of the 2020, 2019 and 2018 annual impairment tests indicated that the fair value of the Trade Name was in excess of its carrying value and i i i no / / impairments existed.

Deferred Loan Costs

i Costs incurred to issue debt are deferred and recorded in the consolidated balance sheets. Those costs related to the issuance of term loan facilities and senior notes are recorded in long-term debt, net of current maturities and amortized as a component of interest expense over the terms of the related debt agreement using the effective interest method. The costs related to the issuance of our revolving credit facilities are recorded in other noncurrent assets on the consolidated balance sheets and amortized as a component of interest expense over the terms of the related debt agreements using the straight-line method.

Derivative Instruments

i We are exposed to interest rate risk, primarily related to changes in interest rates on our term loan (see Note 4) and have historically used interest rate swap agreements, which we have designated as "cash flow" hedges, to hedge against market risks relating to possible adverse changes in interest rates. We assess, both at the inception of the hedge and on an ongoing basis, whether derivatives used as hedging instruments are highly effective in offsetting the changes in the fair value or cash flow of the hedged items. If it is determined that a derivative is not highly effective as a hedge or ceases to be highly effective, we discontinue hedge accounting prospectively.

Derivative financial instruments are recognized at fair value in the consolidated balance sheets (see Note 5 and Note 6). The changes in the fair value of derivative instruments designated as cash flow hedges are recorded in accumulated other comprehensive income ("AOCI"), net of tax effects, and are subsequently reclassified to earnings when the hedged transaction affects earnings. On January 19, 2021, we settled our i three remaining outstanding interest rate swaps, which were scheduled to expire on various dates during 2021, for $ i 4.1 million. As of January 30, 2021, we do not have any derivative financial instruments outstanding.

Self-Insurance

i We maintain deductibles or self-insurance retentions for workers' compensation, general liability and employee health benefits. Additionally, we use the services of an independent actuary to assist in determining losses associated with workers' compensation, general liability and employee health benefits. Liabilities associated with these losses are actuarially derived and estimated in part by considering historical claims experience, industry factors, severity factors, claim development, as well as other actuarial assumptions. If actual trends, including the severity or frequency of claims, medical cost inflation or fluctuations in premiums, differ from our estimates, it could have a material adverse impact on our results of operations. Changes in legal claims, claim development, trends and interpretations, variability in inflation rates, changes in the nature and method of claims settlement, benefit level changes due to changes in applicable laws, insolvency of insurance carriers and changes in discount rates could all adversely affect our ultimate expected losses. We believe the actuarial valuation provides the best estimate of the ultimate expected losses, and we have recorded the present value of the actuarially determined ultimate losses for the insurance related liabilities mentioned above.

Leases

Effective February 3, 2019, we adopted ASU 2016-02, "Leases (Topic 842)" and a series of related Accounting Standards Updates that followed (collectively referred to as the "New Lease Standard"). The New Lease Standard requires that lessees recognize assets and liabilities arising from operating leases on the balance sheet and disclose key information about leasing arrangements. We elected the practical expedient available to us under ASU 2018-11, "Leases: Targeted Improvements", which allows us to apply the transition provision for the New Lease Standard at our adoption date instead of at the earliest comparative period presented in our financial statements. Adoption of the New Lease Standard resulted in approximately $ i 1.2 billion of additional lease obligation and approximately $ i 1.2 billion of right-of-use assets, which are reflected in the short-term and long-term liabilities and long-term assets sections of the balance sheet, respectively, as well as an cumulative-effect adjustment increase to the opening balance of retained earnings of approximately $ i 5.1 million.

All of our stores, corporate office facilities, and warehouse and distribution centers are leased. We may receive reimbursement from a landlord for some or all of the cost of a construction project, which may be structured as a tenant improvement allowance, construction allowance or landlord reimbursement. Cash received from a landlord for tenant improvement allowances in store lease transactions not considered a sale-leaseback transaction are a reduction to the right-of-use assets on the balance sheet, which are amortized ratably over the remaining terms of the corresponding leases.

We account for each lease and non-lease components for our building leases as a single lease component which allows certain costs such as common area maintenance associated with these leases to be included as rent expense. We elected to exclude leases with contract terms of 12 months or less from the New Lease Standard accounting treatment, which results in straight-line recognition of the cost over the lease term with no associated balance sheet lease liability or right-of-use asset.

Substantially all of our leases contain landlord incentives and escalation clauses. With the adoption of the New Lease Standard on February 3, 2019, the deferred rent balances were netted into the right-of-use assets on the balance sheet (see Note 12), which are amortized ratably over the remaining terms of the corresponding leases.

In certain store construction cases, we may be deemed the owner of the property during construction, after which we then sell the property to a landlord and concurrently enter into a lease of the property to operate the store (“sale-leaseback”). We report the cash received for construction allowances as construction allowance receipts within the financing activities section of our consolidated statements of cash flows when such amounts are received prior to completion of a sale-leaseback transaction, and we report the cash received for construction allowances as proceeds from the sale of property and equipment within the investing activities section of our consolidated statements of cash flows when such amounts are received after the completion of a sale-leaseback transaction.

If we are deemed the owner of the property during the construction period and the sale-leaseback criteria is met, the losses and gains from sale-leaseback transactions are recognized immediately. To date, the Company has not executed a sale-leaseback transaction under the New Lease Standard, which we adopted on February 3, 2019.

Net Sales

i We sell merchandise under implicit contracts whereby the transaction price is the listed sales price less any discounts or coupons applied. Our typical coupons offer a discount, which is applied immediately at the time of purchase. However, under certain circumstances we may issue a coupon, or similar incentive, which contains a material future right. In such instances, a portion of the revenue is deferred and subsequently recognized when earned.

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. For e-commerce sales, significant judgment is applied in determining when the transfer of control occurs, which we believe occurs upon customer receipt, and accordingly online merchandise sales are recognized upon delivery of the merchandise to the customer. The Company does not extend a material amount of credit. The sales return allowance, which is our provision for anticipated merchandise returns, is provided through a reduction of sales and cost of goods sold on a gross basis in the period that the related sales are recorded. The sales return allowance and related liability are included in merchandise inventories and in accrued expenses and other liabilities, respectively, in our consolidated balance sheets. Merchandise returns are estimated based on historical experience.

Cost of Goods Sold

i Cost of goods sold includes the direct cost of merchandise and costs related to procurement, warehousing and distribution. These costs consist primarily of payroll and benefits, occupancy costs and freight.

Shipping and Handling Costs

Shipping and handling costs billed to customers are included in net sales. Shipping and handling costs that we incur associated with shipping products to customers are included in cost of goods sold.

Vendor Allowances

Vendor allowances include volume purchase rebates, promotional and advertising allowances, cooperative advertising funds and support for new store openings. These allowances are generally determined for each fiscal year with the majority of allowances based on quantitative contract terms. Allowances related to the purchase of merchandise inventories are recorded as a reduction of cost of goods sold as the related merchandise is sold. Allowances for cooperative advertising and promotion programs and other expenses are recorded in selling, general and administrative expenses as a reduction of the related costs as the related expense is incurred. Any allowance in excess of actual costs incurred that are included in selling, general and administrative expenses, or that do not require proof of performance, are recorded as a reduction of cost of sales. For volume purchase rebates, we record an estimate of vendor allowances earned based on the latest projected purchase volumes.

Selling, General and Administrative Expenses

i Selling, general and administrative 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.

Advertising Expenses

i Advertising costs are expensed as incurred. Advertising expenses, net of specific vendor allowances, were $ i 122.8 million, $ i 142.3 million and $ i 139.1 million in 2020, 2019 and 2018, respectively.

Pre-Opening Expenses

i Non-capital expenditures associated with opening new stores and distribution centers, which consist primarily of occupancy costs, marketing, payroll and recruiting costs, are expensed as incurred. There were i no pre-opening expenses in 2020. Pre-opening expenses for our new stores were $ i 3.2 million and $ i 3.4 million in 2019 and 2018, respectively.

Equity Compensation

i We account for equity compensation in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") topic 718, Compensation-Stock Compensation, which requires the measurement and recognition of compensation expense for all equity awards made to employees based on estimated fair values on the grant date. Option equity award fair values are estimated on the date of grant using an option-pricing model and restricted unit fair values are based on the estimated unit price on the date of the grant. For awards with service-based vesting requirements only, the fair value of the award is recognized as expense over the requisite service period, and for awards with performance-based vesting requirements, the fair value of the award ultimately expected to meet the performance target is recognized as expense over the service period. We have elected to recognize forfeitures as they occur.

Income Taxes

The Company is subject to U.S. federal, state and foreign income taxes. We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which the temporary differences are expected to be realized or settled. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

We recognize deferred tax assets to the extent we believe these assets are more-likely-than-not to be realized. In making such a determination, we consider all available positive and negative evidence, including recent results of operations, future reversals of existing taxable temporary differences, projected future taxable income and tax planning strategies. A valuation allowance is recorded to reduce the carrying amount of deferred tax assets if it is more-likely-than-not that all or a portion of the asset will not be realized. The Company recognizes tax benefits from uncertain tax positions only if it is more-likely-than-not the tax position will be sustained on examination by the taxing authorities based on the technical merits of the position. The tax benefits recognized from such positions are measured based on the largest benefit having a greater than 50% likelihood of being ultimately sustained. Interest and penalties from income tax matters are recognized in income tax expense.

Comprehensive Income

i Comprehensive income represents the net income for the period plus the results of certain changes to stockholders' equity (other comprehensive income) that are not reflected in the consolidated statements of income. Other comprehensive income consists of adjustments, net of tax, related to the Company’s interest rate swaps.

Operating Segment

i Given the similar business activities, economic characteristics, products sold, customer base and methods of procurement, as well as the similar marketing and promotional activities of our stores and our academy.com website, we report our financial results as i one reportable segment. Substantially all of the Company’s identifiable assets are located in the United States.

3. i Net Sales

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

Fiscal Year Ended

Merchandise division sales (1)

Outdoors

i 1,968,514

i 1,455,080

i 1,473,403

Sports and recreation

i 1,258,913

i 975,711

i 1,017,670

Apparel

i 1,387,963

i 1,357,320

i 1,274,330

Footwear

i 1,044,502

i 1,021,603

i 997,692

Total merchandise sales (2)

i 5,659,892

i 4,809,714

i 4,763,095

Other sales (3)

i 29,341

i 20,183

i 20,798

Net sales

i 5,689,233

i 4,829,897

i 4,783,893

(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 for 2020, 2019 and 2018 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 i 10.4%, i 5.1% and i 4.9% of merchandise sales for 2020, 2019 and 2018, respectively.

(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 and other items.

We sell gift cards in stores, online and in third-party retail locations. The gift cards we sell have no expiration dates. A liability for gift cards, which is recorded in accrued expenses and other liabilities on our balance sheets, is established at the time of sale and revenues are recognized as the gift cards are redeemed in stores or on our website. Based on historical gift card redemption patterns, we can reasonably estimate the amount of gift cards that have a remote likelihood of redemption. These identified amounts are recorded as net sales and recognized in proportion to historical redemption trends, which is referred to as "breakage".

The following is a reconciliation of the gift card liability (amounts in thousands):

Fiscal Year Ended

Gift card liability, beginning balance

i 67,993

i 66,153

i 59,724

Issued

i 111,160

i 134,839

i 153,429

Redeemed

( i 100,678)

( i 128,638)

( i 142,742)

Recognized as breakage income

( i 4,222)

( i 4,361)

( i 4,258)

Gift card liability, ending balance

i 74,253

i 67,993

i 66,153

4. i Long-Term Debt

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

ABL Facility, due November 2025

i —

Term Loan, due November 2027

i 400,000

i 1,468,993

Notes, due November 2027

i 400,000

i —

Total debt

i 800,000

i 1,468,993

Less current maturities

( i 4,000)

( i 34,116)

Less unamortized discount on Term Loan

( i 3,861)

( i 2,591)

Less deferred loan costs (1)

( i 10,650)

( i 3,744)

Long-term debt, net

i 781,489

i 1,428,542

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

As of January 30, 2021 and February 1, 2020, the balance in deferred loan costs related to the ABL Facility (as defined below) was approximately $ i 5.5 million and $ i 3.4 million, respectively, and was included in other noncurrent assets on our consolidated balance sheets. Total amortization of deferred loan costs was $ i 2.6 million, $ i 2.6 million and $ i 3.0 million in 2020, 2019 and 2018, respectively. Total expenses related to accretion of original issuance discount were $ i 1.0 million, $ i 1.1 million and $ i 1.2 million in 2020, 2019 and 2018, respectively.

On November 6, 2020, the Company issued the Notes (as defined below), entered into the 2020 Term Loan (as defined below), and entered into the 2020 ABL Facility (the "Refinancing Transactions"). The Company used the net proceeds from the Notes and the net proceeds from the 2020 Term Loan, together with cash on hand, to repay in full outstanding borrowings under its then-existing term loan, in the amount of $ i 1,431.4 million.

Term Loan

We refer to the 2015 Term Loan and the 2020 Term Loan collectively as the "Term Loan".

On July 2, 2015, Academy, Ltd. entered into a i seven-year $ i 1.8 billion senior secured term loan (the "2015 Term Loan") with Morgan Stanley Senior Funding, Inc., as the administrative and collateral agent, and other lenders, and a i five-year $ i 650 million secured asset-based revolving credit facility (the "2015 ABL Facility") with JPMorgan Chase Bank, N.A., as administrative agent, and other lenders. Academy, Ltd. received proceeds from the 2015 Term Loan of $ i 1.8 billion, which was net of discount of $ i 9.1 million. The 2015 Term Loan bore interest at our election, at either (1) LIBOR rate with a floor of i 1.00%, plus a margin of i 4.00%, or (2) a base rate equal to the highest of (a) the federal funds rate plus i 0.50%, (b) Morgan Stanley Senior Funding, Inc.'s "prime rate", or (c) the one-month LIBOR rate plus i 1.00%, plus a margin of i 3.00%. Quarterly principal payments of approximately $ i 4.6 million were required through June 30, 2022, with the balance due in full on the maturity date of July 2, 2022.

On November 6, 2020, Academy, Ltd., as borrower, and the Guarantors, as guarantors, entered into the Second Amended and Restated Credit Agreement (the "2020 Term Loan Agreement"), with Credit Suisse AG, Cayman Island Branch ("Credit Suisse"), as the administrative agent and collateral agent (the "Term Loan Agent"), the several lenders from time to time parties thereto and the several other parties named therein, which established a new $ i 400.0 million first lien term loan (the "2020 Term Loan"). The 2020 Term Loan will mature on November 6, 2027. The 2020 Term Loan bears interest, at Academy, Ltd.’s election, at either (1) LIBOR rate with a floor of i 0.75%, plus a margin of i 5.00%, or (2) a base rate equal to the highest of (a) the federal funds rate plus i 0.50%, (b) Credit Suisse’s "prime rate", or (c) the one-month LIBOR rate plus i 1.00%, plus a margin of i 4.00%. Quarterly principal payments of approximately $ i 1.0 million are required through September 30, 2027, with the balance due in full on the maturity date of November 6, 2027. As of January 30, 2021, the weighted average interest rate was i 5.75%, with interest payable monthly. The terms and conditions of the 2020 Term Loan also require that the outstanding balance under the 2020 Term Loan is prepaid under certain circumstances. In connection with the 2020 Term Loan, the Company capitalized related professional fees of $ i 5.8 million as deferred loan costs.

The 2020 Term Loan Agreement contains customary events of default including, but not limited to, failure to pay principal or interest, breaches of representations and warranties, violations of affirmative or negative covenants, cross-defaults to other material indebtedness, a bankruptcy or similar proceeding, rendering of certain monetary judgments, invalidity of collateral documents and changes of control. As of January 30, 2021, no prepayment was due under the terms and conditions of the Term Loan.

Prior to the Refinancing Transactions in 2020 and 2019, we repurchased principal on our Term Loan. The following table provides further detail regarding these repurchases (amounts in millions):

Fiscal Year Ended

Gross principal repurchased

i 23.9

i 147.7

Reacquisition price of debt

i 16.0

i 104.6

Net gain recognized

i 7.8

i 42.3

In connection with the Refinancing Transactions, the Company recognized a non-cash loss on early retirement of debt of $ i 4.2 million from the write-off of deferred loan costs and expense related to the original issuance discount associated with our 2015 Term Loan.

Notes

On November 6, 2020, Academy, Ltd. issued $ i 400.0 million of i 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"), by and among Academy, Ltd. the Guarantors (as defined below) and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (in such capacity, the "Notes Collateral Agent"). The Notes will pay interest semi-annually in arrears in cash on May 15 and November 15 of each year at a rate of i 6.00% per year, commencing on May 15, 2021. The Notes were sold in the United States to persons reasonably believed to be "qualified institutional buyers" pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. In connection with issuance of the Notes, the Company capitalized related professional fees of $ i 5.2 million as deferred loan costs.

The Notes are fully and unconditionally guaranteed on a senior secured basis by each of NAHC, Associated Investors L.L.C. and Academy Managing Co., L.L.C., each a direct or indirect, wholly-owned subsidiary of the Company (collectively, the "Guarantors"), and each of Academy, Ltd.’s future wholly-owned domestic restricted subsidiaries, to the extent such subsidiary guarantees Academy, Ltd.’s senior secured credit facilities or certain capital markets debt.

On or after November 15, 2023, Academy, Ltd. may, at its option and on one or more occasions, redeem all or a part of the Notes at the redemption prices set forth in the Indenture, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date. At any time prior to November 15, 2023, Academy, Ltd. may, at its option and on one or more occasions, redeem all or part of the Notes at a redemption price equal to i 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date, plus a "make-whole" premium as described in the Indenture. In addition, at any time prior to November 15, 2023, Academy, Ltd. may, at its option and on one or more occasions, redeem up to i 40% of the aggregate principal amount of the Notes at a redemption price equal to i 106.00% of the aggregate principal amount thereof, with an amount equal to or less than the net cash proceeds from one or more equity offerings to the extent such net cash proceeds are received by or contributed to Academy, Ltd., plus accrued and unpaid interest, if any, to, but excluding, the applicable redemption date.

Upon the occurrence of certain events constituting a Change of Control (as defined in the Indenture), Academy, Ltd. will be required to make an offer to repurchase all of the Notes at a price equal to i 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to, but excluding, the repurchase date.

The Indenture provides for events of default which include (subject in certain cases to customary grace and cure periods), among others, nonpayment of principal or interest, breach of other agreements in respect of the Notes, acceleration of certain other indebtedness, failure to pay certain final judgments, failure of certain guarantees to be enforceable, failure to perfect certain collateral securing the Notes and certain events of bankruptcy or insolvency, which events of default, if any occur, would permit or require the principal, premium, if any, interest and any other monetary obligations on all the then-outstanding Notes to be due and payable immediately.

ABL Facility

We refer to the 2015 ABL Facility and the 2020 ABL Facility collectively as the "ABL Facility".

On July 2, 2015, Academy, Ltd. entered into a i five-year $ i 650 million secured asset-based revolving credit facility (the "2015 ABL Facility"). On May 22, 2018, the Company amended the agreement governing the 2015 ABL Facility, to increase the commitment on the facility from $ i 650 million to $ i 1 billion. In connection with the amendment to the 2015 ABL Facility, the Company capitalized related professional fees of $ i 2.8 million as deferred loan costs and wrote of $ i 0.1 million in previously capitalized deferred loan costs. The 2015 ABL Facility was scheduled to mature on May 22, 2023, subject to a springing maturity clause which could have been triggered i 91 days before the July 2, 2022 maturity of the 2015 Term Loan Facility.

On November 6, 2020, Academy, Ltd., as borrower, and the Guarantors, as guarantors, amended the 2015 ABL Facility by entering into an amendment to the First Amended and Restated ABL Credit Agreement, dated as of July 2, 2015, with JPMorgan Chase Bank, N.A. as the administrative agent and collateral agent, letter of credit issuer and swingline lender (the "ABL Agent") and the several lenders party thereto, which ABL Amendment, among other things, extended the maturity of Academy, Ltd.’s asset-based revolving credit facility thereunder to November 6, 2025 (the "2020 ABL Facility"). In connection with the 2020 ABL Facility, the Company capitalized related professional fees of $ i 3.1 million as deferred loan costs.

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 January 30, 2021, we had outstanding letters of credit of approximately $ i 25.4 million, of which $ i 20.1 million were issued under the ABL Facility, and we had i no borrowings outstanding under the ABL Facility, leaving the available borrowing capacity under the ABL Facility of $ i 718.8 million.

Borrowings under the ABL Facility bear interest, at our election, at either of (1) LIBOR plus a margin of i 1.25% to i 1.75%, or (2) a base rate equal to the highest of (a) the federal funds rate plus i 0.50%, (b) JPMorgan Chase Bank, N.A.'s "prime rate", or (c) the one-month LIBOR rate plus i 1.00%, plus a margin of i 0.25% to i 0.75%. The ABL Facility also provides a fee applicable to the unused commitments of i 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 January 30, 2021, no future prepayments of outstanding loans have been triggered under the terms and conditions of the ABL Facility.

Liens and guarantees. The ABL Facility has a first priority lien on all Academy, Ltd.'s cash, accounts receivable, inventory, deposit and securities accounts and proceeds therefrom (the "ABL Collateral"). Additionally, the ABL Facility has a second priority lien on all other collateral of the Term Loan. All obligations under the Term Loan and the guarantees of those obligations are secured by:

•a second-priority security interest in the ABL Collateral;

•a first-priority security interest in, and mortgages on, substantially all present and after acquired tangible and intangible assets of Academy, Ltd and the Guarantors.; and

•a first-priority pledge of i 100% of the capital stock of Academy, Ltd. and its domestic subsidiaries and i 66% of the voting capital stock of each of Academy, Ltd.'s foreign subsidiaries, if any, that are directly owned by Academy, Ltd. or a future U.S. guarantor, if any.

The Term Loan is guaranteed by the Guarantors on a senior secured basis. All obligations under the Term Loan and the guarantees of those obligations will be secured by:

•a second-priority security interest in the ABL Priority Collateral;

•a first-priority security interest in, and mortgages on, substantially all present and after acquired tangible and intangible assets of Academy and the Guarantors; and

•a first-priority pledge of i 100% of the capital stock of Academy and its domestic subsidiaries and i 66% of the voting capital stock of each of Academy’s foreign subsidiaries, if any, that are directly owned by Academy or a future U.S. guarantor, if any.

In order to secure the Notes and the guarantees, Academy, Ltd. and the Guarantors entered into certain security documents with the Notes Collateral Agent, including a security agreement and a pledge agreement, each dated as of November 6, 2020. The Notes and the guarantees are secured by

•a first-priority lien on all of Academy, Ltd.’s and the Guarantors’ personal property that secure the Term Loan on a first-priority basis; and

•a second-priority lien on Academy, Ltd.’s and the Guarantors’ personal property consisting of accounts and all other rights to payment, inventory, tax refunds, cash, deposit accounts, securities and commodities accounts, and documents and supporting obligations, securing the ABL Facility on a first-priority basis and the Term Loan on a second-priority basis (the "ABL Priority Collateral").

Covenants. The ABL Facility, Term Loan and Notes agreements contain covenants, including, among other things, covenants that 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 January 30, 2021.

As of January 30, 2021, scheduled principal payments on our debt are as follows (amounts in thousands):


Fiscal Year
2021	$	i 4,000
2022	i 4,000
2023	i 4,000
2024	i 4,000
2025	i 4,000
Thereafter	i 780,000
Total	$	i 800,000

5. i 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. On October 28, 2020, we determined that a portion of the underlying cash flows related to $ i 100.0 million of swap notional principal amount was no longer probable of occurring over the remaining term of the interest rate swaps as a result of the Company's refinancing transactions (see Note 4). As a result, we reclassified approximately $ i 1.3 million of losses from accumulated other comprehensive loss ("AOCI") to other (income) expense, net in the third quarter of 2020 related to the portion of the forecasted transaction no longer considered probable of occurring. On January 19, 2021, we settled our i three remaining outstanding interest rate swaps in full, which were scheduled to expire on various dates during 2021, for $ i 4.1 million. As of January 30, 2021, we do not have any derivative financial instruments outstanding.

The fair value of the interest rate swaps is as follows (amounts in thousands) as of:

Derivatives designated as hedging instruments

Assets

Amounts included in other current assets

i —

Amounts included in other noncurrent assets

i —

Liabilities

Amounts included in accrued expenses and other current liabilities

i —

i 6,130

Amounts included in other long-term liabilities

i —

i 1,976

Total derivatives designated as hedging instruments net liabilities

i —

( i 8,106)

For derivatives designated as hedging instruments, amounts included in AOCI are reclassified to interest expense in the same period during which the hedged transaction affects earnings, which is as interest expense is recorded on the underlying Term Loan.

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

Fiscal Year Ended

Accumulated Other Comprehensive Income (Loss), beginning

( i 8,066)

i 8,448

i 9,967

Loss deferred into AOCI (net of tax impact of $ i 350)

( i 6,303)

( i 16,096)

( i 2,625)

Increase (decrease) to interest expense (net of tax impact of $ i 1,000)

i 10,045

( i 418)

i 1,106

Loss on swaps from debt refinancing in other (income) expense, net (net of tax impact of $ i 330)

i 1,000

i —

Accumulated Other Comprehensive Income (Loss), ending

( i 3,324)

( i 8,066)

i 8,448

6. i 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.

The following table provides the fair value hierarchy for our derivative financial instruments (amounts in thousands) as of:

Fair Value Hierarchy

Assets

Interest rate swap

Level 2

i —

Liabilities

Interest rate swap

Level 2

i —

i 8,106

We value our derivative financial instruments using a discounted cash flow analysis based on the expected cash flows of each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market based inputs including interest rates and implied volatilities. Our valuations also consider both our own and the respective counterparty’s non-performance risk. We have considered unobservable market factors such as the likelihood of default by us and our counterparty, our net exposures, credit enhancements, and remaining maturities in determining a credit valuation adjustment to include as part of the fair value of our derivative financial instruments. To date, the credit valuation adjustment did not comprise a material portion of the fair value of the derivative financial instruments. Therefore, we consider our derivative financial instruments to fall within Level 2 of the fair value hierarchy.

Non-Financial Assets Measured on a Non-Recurring Basis

Certain non-financial assets are subject to periodic impairment tests and are not measured to fair value on a recurring basis. These assets include property and equipment, goodwill and our Trade Name. During 2018, we recorded full property and equipment impairment charges of $ i 1.4 million on one project and one store that we continue to operate. The related charges are included in selling, general and administrative expenses in the consolidated statement of income. The fair value for each store was determined by using a discounted cash flow model of projected store income, which we have classified as Level 3 of the fair value hierarchy.

Other Financial Instruments

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. We held investments in money market funds of $ i 284.0 million and $ i 113.3 million as of January 30, 2021 and February 1, 2020, respectively.

The fair value of the Term Loan 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 January 30, 2021 and February 1, 2020, the estimated fair value of the Term Loan was $ i 0.8 billion and $ i 1.2 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. i Property and Equipment

Property and equipment consists of the following (amounts in thousands) as of:


	January 30, 2021		February 1, 2020
Leasehold improvements	$	i 438,287	$	i 436,807
Equipment and software	i 561,333		i 537,364
Furniture and fixtures	i 319,764		i 316,420
Construction in progress	i 23,575		i 17,639
Land	i 3,699		i 3,698
Total property and equipment	i 1,346,658		i 1,311,928
Accumulated depreciation and amortization	( i 968,398)		( i 870,521)
Property and equipment, net	$	i 378,260	$	i 441,407

Depreciation expense was $ i 105.5 million, $ i 117.3 million and $ i 130.4 million in 2020, 2019 and 2018, respectively.

8. i Accrued Expenses and Other Current Liabilities

i i

Accrued expenses and other current liabilities consist of the following (amounts in thousands) as of:


	January 30, 2021		February 1, 2020
Accrued interest	$	i 7,684	$	i 7,835
Accrued personnel costs	i 113,032		i 54,065
Accrued professional fees	i 2,547		i 2,451
Accrued sales and use tax	i 14,980		i 12,651
Accrued self-insurance	i 13,471		i 14,107
Deferred revenue - gift cards and other	i 76,778		i 70,220
Income taxes payable	i 23,730		i 4,941
Interest rate swaps	i —		i 6,129
Property taxes	i 16,978		i 16,919
Sales return allowance	i 5,800		i 5,500
Other	i 16,351		i 16,563
Accrued expenses and other current liabilities	$	i 291,351	$	i 211,381

/ /

9. i Equity and Share-Based Compensation

On September 29, 2020, the ASO, Inc. Board of Directors adopted the 2020 Omnibus Incentive Plan (the "2020 Omnibus Incentive Plan"), which became effective on October 1, 2020. The plan reserves a total of i 5,150,000 shares of common stock for issuance. Concurrent with the adoption of the 2020 Omnibus Incentive Plan, the NAHC 2011 Unit Incentive Plan (the "2011 Unit Incentive Plan") was frozen and no further issuances will be permitted as part of the 2011 Unit Incentive Plan. As of January 30, 2021, there were i i 4,940,723 / shares that were authorized and available for grant under the 2020 Omnibus Incentive Plan.

2011 Unit Incentive Plan

The 2011 Unit Incentive Plan provides for the grant of certain equity incentive awards (each, an "Award"), such as options to purchase ASO, Inc. common stock (each, a "Unit Option") and restricted units that may settle in ASO, Inc. common stock (each, a "Restricted Unit") to our directors, executives, and eligible employees of the Company.

Unit Options granted under the 2011 Unit Incentive Plan consist of Unit Options that vest upon the satisfaction of time-based requirements (each, a "Service Unit Option") and Unit Options that vest upon the satisfaction of both time-based requirements and Company performance-based requirements (each, a "Performance Unit Option").

Restricted Units granted under the 2011 Unit Incentive Plan consist of Restricted Units that vest upon the satisfaction of time-based requirements (each, a "Service Restricted Unit") and Restricted Units that vest upon the satisfaction of a liquidity event-based requirement together with a time-based requirement and/or a performance-based requirement (each, a "Liquidity Event Restricted Unit"). In each case, vesting of the Company’s outstanding and unvested Unit Options and Restricted Units is contingent upon the holder’s continued service through the date of each applicable vesting event.

Concurrent with the adoption of the 2020 Omnibus Incentive Plan on October 1, 2020, no further Awards are authorized to be granted under the 2011 Unit Incentive Plan.

2020 Omnibus Incentive Plan

The 2020 Omnibus Incentive plan provides for the grant of Awards such as options to purchase ASO, Inc. common stock (each, a "Stock Option") and restricted stock units which may settle in ASO, Inc. common stock (each, a "Restricted Stock Unit") to our directors, executives, and eligible employees of the Company.

Stock Options granted under the 2020 Omnibus Incentive Plan consist of Stock Options that vest upon the satisfaction of time-based requirements (each, a "Service Stock Option" and Service Unit Options and Service Stock Options together are "Service Options").

Restricted Stock Units granted under the 2020 Omnibus Incentive Plan consist of 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 a time-based requirement and performance-based requirement (each, a "Performance Restricted Stock Unit"). In each case, vesting of the Company’s outstanding and unvested Stock Options and Restricted Stock Units is contingent upon the holder’s continued service through the date of each applicable vesting event.

Distribution

On August 28, 2020, NAHC paid a $ i 257.0 million, or $ i 1.1257 per unit (or $ i 3.5460 as converted using the Contribution Ratio), distribution to its members of record as of August 25, 2020. Cash on hand was used to fund $ i 248.0 million of the distribution, with the remainder distributed through an offset of outstanding loans receivable from one member and state income tax withholding made on behalf of NAHC's members. Holders of the outstanding granted equity Awards are entitled to receive value equal to $ i 1.1257 per Award (or $ i 3.5460 as converted using the Contribution Ratio), which was or will be made in the form of cash payments, additional Restricted Unit grants or Unit Option exercise price adjustments. Cash payments due for unvested Awards will be payable upon vesting of such Awards. In accordance with the terms of the 2011 Unit Incentive Plan, the Company made the following adjustments to each outstanding Award (per unit components, shares and exercise prices shown above and below are converted using the Contribution Ratio as described in the Retrospective Presentation of Ownership Exchange in Note 2):

•Exercise price reductions of $ i 0.28 for i 9,788,000 Unit Options (or $ i 0.89 for i 3,107,301 Stock Options, as converted);

•Exercise price reductions of $ i 1.12 for i 1,746,594 Unit Options (or $ i 3.53 for i 554,474 Stock Options, as converted);

•Additional Restricted Unit grants of i 159,362 units (or i 50,590 Liquidity Event Restricted Units, as converted); and

•Cash payments for vested Unit Options and vested Restricted Units ("Share-Based Award Payments") of $ i 21.0 million were paid through January 30, 2021. Share-Based Award Payments payable as of January 30, 2021 for unvested awards is $ i 11.2 million, which is reflected within accrued expenses and other current liabilities and other long-term liabilities on the Company's consolidated balance sheets.

These exercise price adjustments did not increase the value of the Unit Options and no related additional equity compensation expense was or will be incurred.

On June 22, 2018, the Company reduced the exercise price on vested and unvested options to fair market value for current employees holding options with exercise prices greater than fair market value. The repricing affected i 184 employees and i 6,909,475 options. Equity compensation expense incurred at the time of the repricing was $ i 0.7 million.

Equity compensation expense was $ i 31.6 million in 2020, which includes approximately $ i 19.9 million of equity compensation expense associated with the expensing of certain outstanding restricted stock units as a result of the liquidity condition being achieved upon completion of our IPO. Equity compensation expense was $ i 7.9 million and $ i 4.6 million in 2019 and 2018, respectively. These costs are included in selling, general and administrative expenses in the statements of income.

As of January 30, 2021, unrecognized compensation cost related to Unit Options and Restricted Units of $ i 31.5 million is expected to be recognized over a weighted average life of i 2.2 years. The total fair value of Restricted Units vested was $ i 14.4 million, $ i 0.3 million and $ i 0.2 million for 2020, 2019 and 2018, respectively.

Service Option and Performance Option Fair Value Assumptions

The fair value for Service Options and Performance Options granted was estimated using a Black-Scholes option-pricing model. The expected lives of the Service Options and Performance Options granted were based on the "SEC simplified" method and a mid-point assumption, respectively. Expected price volatility was determined based on the implied volatilities of comparable companies over a historical period that matches the expected life of the Unit Options. The risk-free interest rate was based on the expected U.S. Treasury rate over the expected life. The dividend yield was based on the expectation that no dividends will be paid. The assumptions used to calculate the fair value of Unit Options 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 2020, 2019 and 2018:

Fiscal Year Ended

Expected life in years

i 6.2

Expected volatility

i 53% to i 55%

i 52%

i 50% to i 55%

Weighted-average volatility

i 53.1%

i 52.0%

i 54.1%

Risk-free interest rate

i .39% to i .76%

i 1.4% to i 2.5%

i 2.6% to i 2.9%

Dividend yield

i —

Weighted-average grant date fair value - Service Options (1)

i 8.49

i 8.66

i 8.98

Weighted-average grant date fair value - Performance Options (1)

i —

i 8.63

i 8.95

(1) See Retrospective Presentation of Ownership Exchange in Note 2.

Unit Option Activity

The Company’s outstanding and unvested Service Options typically vest ratably over a i four-year period, on each anniversary of their grant date. In the event of certain Company change of control transactions, the Company’s then-outstanding and unvested Service Options will become fully vested and exercisable.

The Company’s outstanding and unvested Performance Options typically vest ratably over a i four-year period, after the conclusion of each fiscal year and upon our board of managers’ determination that the Company has achieved certain pre-determined annual earnings before interest, taxes, depreciation and amortization ("EBITDA") targets for such fiscal year. The Company’s outstanding and unvested Performance Options may, on a case-by-case basis, also grant certain additional vesting rights, whereby any Performance Options that do not vest due to missed annual EBITDA targets may nevertheless partially or fully vest as a result of certain alternative events, including, as examples, the Company achieving a pre-determined cumulative EBITDA target for a set of fiscal years, or the Company achieving a pre-determined ASO, Inc. stock price target on a specified date, or the Company completing a change in control.

Unit Option activity is as follows:

Service-Based Unit Options (1)

Unit

Options (2)

Weighted Average Exercise Price (2)

Weighted Average Remaining Contractual Life
(in years)

Aggregate Intrinsic Value (in thousands)

Outstanding as of February 3, 2018

i 4,552,667

i 12.66

i 6.0

i 18,415

Granted or modified

i 3,064,943

i 16.66

Canceled or modified

( i 1,872,502)

i 18.87

Forfeited

( i 789,464)

i 17.39

Exercised

i —

Outstanding as of February 2, 2019

i 4,955,644

i 12.03

i 5.7

i 33,157

Granted or modified

i 1,385,760

i 16.60

Canceled or modified

( i 191,103)

i 14.49

Forfeited

( i 359,993)

i 16.47

Exercised

i —

Outstanding as of February 1, 2020

i 5,790,308

i 12.76

i 5.5

i 28,855

Granted or modified

i 1,449,900

i 16.87

Canceled or modified

( i 205,894)

i 14.23

Forfeited

( i 327,836)

i 16.82

Exercised

( i 423,696)

i 5.03

Outstanding as of January 30, 2021 (3)

i 6,282,782

i 13.53

i 5.5

i 50,055

Exercisable as of January 30, 2021

i 3,755,459

i 11.40

i 3.6

i 37,941

(1) The fair value of a membership unit(2) as of each period end was $ i 13.86, $ i 18.62, $ i 17.61 and $ i 21.50 for the fiscal years 2017, 2018, 2019 and 2020.

(2) See Retrospective Presentation of Ownership Exchange in Note 2.

(3) The Company has elected to recognize forfeitures as they occur. Therefore, the number of awards vested and expected to vest is equal to the awards outstanding.

Performance-Based Unit Options (1)

Unit

Options (2)

Weighted Average Exercise Price (2)

Weighted Average Remaining Contractual Life
(in years)

Aggregate Intrinsic Value (in thousands)

Outstanding as of February 3, 2018

i 3,143,605

i 9.73

i 4.8

i 18,658

Granted or modified

i 1,038,837

i 16.66

Canceled or modified

( i 716,869)

i 18.46

Forfeited

( i 391,069)

i 17.61

Exercised

i —

Outstanding as of February 2, 2019

i 3,074,504

i 9.01

i 4.1

i 29,960

Granted or modified

i 423,948

i 16.60

Canceled or modified

( i 72,609)

i 12.29

Forfeited

( i 178,994)

i 16.60

Exercised

i —

Outstanding as of February 1, 2020

i 3,246,849

i 9.51

i 3.6

i 26,838

Granted or modified

i —

Canceled or modified

( i 97,480)

i 10.92

Forfeited

( i 85,564)

i 16.45

Exercised

( i 115,184)

i 4.65

Outstanding as of January 30, 2021 (3)

i 2,948,621

i 8.81

i 2.5

i 37,422

Exercisable as of January 30, 2021

i 2,395,315

i 6.99

i 1.3

i 34,746

(1) The fair value of a membership unit(2) as of each period end was $ i 13.86, $ i 18.62, $ i 17.61 and $ i 21.50 for the fiscal years 2017, 2018, 2019 and 2020.

(2) See Retrospective Presentation of Ownership Exchange in Note 2.

(3) The Company has elected to recognize forfeitures as they occur. Therefore, the number of awards vested and expected to vest is equal to the awards outstanding.

Restricted Unit Activity

Restricted Unit activity is as follows:

Service Restricted Units

Liquidity Event Restricted Units

Performance Restricted Units

Units (1)

Weighted Average Grant Date Fair Value (1)

Units (1)

Weighted Average Grant Date Fair Value (1)

Units (1)

Weighted Average Grant Date Fair Value (1)

Non-vested as of February 3, 2018

i 9,213

i 22.21

i 433,685

i 18.90

i —

Granted

i 20,015

i 16.47

i 859,133

i 16.82

i —

Vested

( i 11,017)

i 18.59

i —

Forfeited

i —

( i 248,347)

i 18.24

i —

Non-vested as of February 2, 2019

i 18,211

i 16.47

i 1,044,471

i 17.36

i —

Granted

i 12,070

i 16.57

i 45,265

i 16.57

i —

Vested

( i 18,210)

i 16.57

i —

Forfeited

i —

( i 44,923)

i 16.70

i —

Non-vested as of February 1, 2020

i 12,071

i 16.57

i 1,044,813

i 17.36

i —

Granted

i 32,049

i 17.01

i 1,185,474

i 17.99

i 16,328

i 13.87

Vested

( i 12,071)

i 16.58

( i 802,498)

i 17.64

i —

Forfeited

i —

( i 88,459)

i 17.37

i —

Non-vested as of January 30, 2021

i 32,049

i 17.01

i 1,339,330

i 17.74

i 16,328

i 13.87

(1) See Retrospective Presentation of Ownership Exchange in Note 2.

100

The Company’s outstanding and unvested Service Restricted Units typically vest i 100% on the i six-month or i one-year anniversary of their grant date. In the event of certain Company change of control transactions, the Company’s then-outstanding and unvested Service Restricted Units will become fully vested and exercisable.

The Company’s outstanding and unvested Liquidity Event Restricted Units typically vest either (i) over a i four-year period at rates of i 30%, i 30%, i 20% and i 20% per anniversary of the Liquidity Event Restricted Unit holder’s employment start date, so long as the Company completes an initial public offering prior to the fifth anniversary of their grant date, or (ii) immediately at a rate of i 100%, upon the completion of certain Company change of control transactions, so long as the Company completes such change of control transaction prior to the fifth anniversary of their grant date. The Company’s outstanding and unvested Liquidity Event Restricted Units began being expensed on October 6, 2020, concurrent with the completion of the IPO and the performance objective was met in accordance with ASC 718. Additionally, in connection with the completion of the IPO, the Company issued performance restricted units to key team members which will vest i 25% on the first anniversary of the grant date and i 75% on the second anniversary of the grant date.

The Company’s outstanding and unvested Performance Restricted Units typically vest either (i) over a i four-year period at rates of i 25%, i 25%, i 25% and i 25% per anniversary of the Performance Restricted Unit holder’s grant date, so long as the Company achieves the performance metric for the grant year, (ii) achieves a stated target share price, or (iii) a change of control occurring during the grant year the company offering prior to the fifth anniversary of their grant date, or (ii) immediately at a rate of i 100%, upon the completion of certain Company change of control transactions, so long as during the i twenty-four month period following such change of control the unit holder's service is terminated without cause or they submit their resignation for good reason, as defined in the award agreement.

101

10. i 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 dilutive shares outstanding are calculated as follows (amounts in thousands):

Fiscal Year Ended

Net income

i 308,764

i 120,043

i 21,442

Weighted average common shares outstanding - basic (1)

i 77,994

i 72,477

i 72,432

Dilutive effect of Service Restricted Units and Service Restricted Stock Units (1)

i 7

i 10

i 16

Dilutive effect of Liquidity Event Restricted Units and Performance Restricted Stock Units (1)

i 1,224

i —

Dilutive effect of Service Options (1)

i 773

i 917

i 1,282

Dilutive effect of Performance Unit Options and Performance Stock Options (1)

i 1,433

i 1,391

i 1,468

Weighted average common shares outstanding - diluted (1)

i 81,431

i 74,795

i 75,198

Earnings per common share - basic

i 3.96

i 1.66

i 0.30

Earnings per common share - diluted

i 3.79

i 1.60

i 0.29

Anti-dilutive stock-based awards excluded from diluted calculation (1)

i 349

i 582

i 2,377

(1) See Retrospective Presentation of Ownership Exchange in Note 2

11. i Income Taxes

Prior to October 1, 2020, the Company was treated as a flow through entity for U.S. federal income tax purposes and thus no federal income tax expense was recorded in our statements of income for periods prior to October 1, 2020. Our tax rate prior to October 1, 2020 was almost entirely the result of state income taxes. In connection with our IPO, as a result of the Reorganization Transactions (see Note 1) completed on October 1, 2020, as described further in the Prospectus, on and after October 1, 2020, the Company 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 since October 1, 2020.

As a result of the Reorganization Transactions, the Company recorded a net deferred tax liability position of $ i 137.3 million, which consisted of the Company’s difference between the Company's financial statement carrying value and the outside tax basis in its NAHC membership units, immediately following the completion of the Reorganization Transactions, measured at the enacted federal and state income tax rates. Additionally, $ i 4.6 million in current tax liability was assumed by the Company as part of the Reorganization Transactions. The combined entry was recorded as a

102

cumulative adjustment to additional paid-in capital for the year equal to $ i 141.9 million, as reflected in the statement of stockholders' equity.

The Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was enacted in the U.S. on March 27, 2020, and the Consolidated Appropriations Act of 2021 was enacted on December 27, 2020. These legislative actions did not significantly impact our full year effective tax rate in fiscal 2020.

The income tax provision consists of the following (amounts in thousands) as of:

Fiscal Year Ended

Current expense:

Federal

i 23,403

i —

State

i 6,231

i 2,501

i 2,412

Foreign

i 21

i 19

i 33

Total current expense

i 29,655

i 2,520

i 2,445

Deferred expense (benefit):

Federal

i 170

i —

State

i 529

i 318

( i 514)

Foreign

i 2

( i 21)

i 20

Total deferred expense (benefit)

i 701

i 297

( i 494)

Income tax expense

i 30,356

i 2,817

i 1,951

A reconciliation of the statutory U.S. federal income tax rate to our effective income tax rate is as follows:

Fiscal Year Ended

Federal income tax at the statutory rate

i 21.0

State income tax, net of federal benefit

i 1.7

i 2.3

i 8.1

Effect of pre-IPO pass-through income allocated to our members

( i 13.7)

( i 21.4)

( i 23.8)

Effect of permanent items

i 0.0

i 0.4

i 2.8

Other, including foreign

i 0.0

i 0.2

Effective income tax rate

i 9.0

i 2.3

i 8.3

The effective tax rate for the periods reflected is less than the U.S. federal tax rate on corporations primarily as a result of the Company’s status as a flow-through entity prior to October 1, 2020. The fiscal year ended January 30, 2021 includes four months of activity subject to U.S. federal and state income tax in addition to the historically reported Texas franchise tax as a result of the Reorganization Transactions. For complete annual periods on and after October 1, 2020, no portion of the Company’s income remains flow-through to the prior members of NAHC and our estimated effective tax rate is between i 24% and i 25% for the full year.

103

Components of deferred tax assets and liabilities consist of the following (amounts in thousands) as of:


	January 30, 2021		February 1, 2020
Deferred tax assets:
Other	$	i —	$	i 220
Total deferred tax assets	i —		i 220

Deferred tax liabilities:
Other	( i 345)		i —
Investment in NAHC	( i 138,358)		i —
Total deferred tax liabilities	( i 138,703)		i —
Net deferred tax asset (liability)	$	( i 138,703)	$	i 220

The Reorganization Transactions (see Note 1) resulted in ASO, Inc.'s ownership of i 100% of NAHC which operated as a tax partnership through the fiscal year ended January 30, 2021. The deferred tax liability as of January 30, 2021 reflects the excess of financial statement carrying value over our tax basis in NAHC membership units measured using the federal income tax rate of 21% and our weighted average state income tax rate equal to approximately i 2.4% net of federal tax benefit. For the year ended February 1, 2020, the net deferred tax asset is included in other noncurrent assets.

Management evaluates the realizability of the deferred tax assets and the need for additional valuation allowances annually. As of January 30, 2021, based on current facts and circumstances, management believes that it is more likely than not that the Company will realize benefit for its gross deferred tax assets.

As of January 30, 2021, we had i no unrecognized tax benefits and we do not anticipate that unrecognized tax benefits will significantly increase or decrease over the next twelve months. The Company files a consolidated federal income tax return and files tax returns in various state and local jurisdictions. The statute of limitations is open for federal and state tax audits for the tax fiscal years ending 2018 through 2020, and 2017 through 2020, respectively.

12. i Leases

We lease all of our retail stores, distribution centers and corporate offices. Our leases primarily relate to building leases, which generally include options to renew at our sole discretion for i five years or more. We regularly extend options for our building leases, which constitutes a lease modification and such events require a re-measurement of the lease liability at current discount rates. The life of leasehold improvement assets are limited by the expected lease term. Additionally, we have certain agreements for equipment rentals, which are typically 12 months or less in duration. As of January 30, 2021, all of our leases are classified as operating leases.

In addition, in certain situations, we may sublease real estate to third parties. Our sublease portfolio consists mainly of former store locations for which we are still under lease and existing store leases in which we have excess or unused space.

In April 2020, the Financial Accounting Standards Board issued Staff Q&A - Topic 842 and Topic 840: Accounting For Lease Concessions Related to the Effects of the COVID-19 Pandemic. This guidance provides entities with the option to elect to account for certain lease concessions as though the enforceable rights and obligations had existed in the original lease. As a result, an entity will not need to reassess each existing contract to determine whether enforceable rights and obligations for concessions exist and an entity can elect to apply or not to apply the lease modification guidance in Accounting Standards Codification Topic 842, Leases, to those contracts. During the year ended January 30, 2021, the Company received $ i 2.5 million in lease expense credit related to landlord abated rent as a result of the elections made under this guidance. Additionally, during the year ended January 30, 2021, the Company signed i 46 lease extensions requiring lease modification accounting treatment.

104

The components of lease expense and sublease income included in selling, general and administrative ("SG&A") expenses on our statement of income is as follows (amounts in thousands):

Fiscal year ended

Operating lease expense

i 196,794

i 195,301

Short-term lease expense

i —

Variable lease expense

i 5,410

i 7,736

Sublease income

( i 756)

( i 1,591)

Net lease expense

i 201,448

i 201,446

Information about our operating leases is as follows (dollar amounts in thousands):

Fiscal year ended

Right-of-use assets obtained in exchange for new operating lease liabilities

i 86,782

i 57,383

Cash paid for amounts included in the measurement of lease liabilities

i 179,723

i 192,849

Weighted-average remaining lease term in years

i 11.0

i 10.7

Weighted-average incremental borrowing rate

i 9.09

i 8.89

As most of our leases do not provide an implicit rate of interest, we use our incremental borrowing rate, which is based on the market lending rates for companies with comparable credit ratings, to determine the present value of lease payments on lease commencement or remeasurement.

The remaining maturities of lease liabilities by fiscal year as of January 30, 2021 are as follows (amounts in thousands):


2021	$	i 196,948
2022	i 195,066
2023	i 187,159
2024	i 178,871
2025	i 172,918
2026	i 164,884
After 2026	i 887,391
Total lease payments (1)	i 1,983,237
Less: Interest	( i 752,811)
Present value of lease liabilities	$	i 1,230,426

(1) Minimum lease payments have not been reduced by sublease rentals of $ i 1.7 million due in the future under non-cancelable subleases.

13. i Related Party Transactions

Monitoring Agreement

On August 3, 2011 (the "Effective Date"), we entered into a monitoring agreement (the "Monitoring Agreement"), with Kohlberg Kravis Roberts & Co. L.P. (the "Adviser") pursuant to which the Adviser provides advisory, consulting and financial services to us. In accordance with the terms of the Monitoring Agreement, we paid an aggregate annual advisory fee which increases by i 5.0% annually on each anniversary of the Effective Date. The Adviser also charged us a customary fee for services rendered in connection with securing, structuring and negotiating equity and debt financings by us. Additionally, we were required to reimburse the Adviser for any out-of-pocket expenses in connection with these services. The Monitoring Agreement continued in effect from year-to-year, unless amended or terminated by the Adviser and us.

105

Upon the completion of the IPO, in the third quarter of 2020 the Monitoring Agreement terminated and we recognized the final termination fee of $ i 12.3 million. The termination fee is equal to the net present value of the advisory fees that would have been paid from the termination date through the twelfth anniversary of the Effective Date of the Monitoring Agreement. We recognized advisory fees related to the Monitoring Agreement, including reimbursement of expenses, of approximately $ i 14.8 million, $ i 3.6 million and $ i 3.5 million in 2020, 2019 and 2018, respectively. These expenses are included in selling, general and administrative expenses in the consolidated statements of income.

Transaction and Other Fee Arrangements

On October 6, 2020, ASO, Inc. completed the IPO. The Company paid $ i 2.7 million in fees to KKR Capital Markets LLC ("KCM"), an affiliate of KKR, for underwriting services in connection with the IPO.

On November 3, 2020, ASO, Inc. completed the IPO Over-Allotment Exercise. The Company paid $ i 0.3 million in fees to KCM for underwriting services in connection with the IPO Over-Allotment Exercise.

On November 6, 2020, the Company issued the Notes, entered into the 2020 Term Loan Facility, and entered into the 2020 ABL Amendment. The Company paid $ i 2.5 million in fees to KCM in connection with the Refinancing Transactions. These fees are recorded as deferred loan costs, net of amortization, within the long-term debt on the balance sheets.

Other Related Party Transactions

On January 27, 2021, in connection with the Secondary Offering, the Company entered into an Underwriting Agreement 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 was completed on February 1, 2021. The Company did not pay KCM any fees in connection with the Secondary Offering.

KKR has ownership interest in a broad range of portfolio companies and we may enter into commercial transactions for goods or services in the ordinary course of business with these companies. We do not believe such transactions are material to our business.

Investments in Managers

For the fiscal years ended February 1, 2020 and February 2, 2019, executives and directors of the Company made cash purchases of Redeemable Membership Units in Managers for approximately $ i 0.1 million and $ i 1.3 million, respectively. The cash consideration paid for the Redeemable Membership Units was concurrently contributed to NAHC by Managers in exchange for a number of NAHC Membership Units equal to the number of Redeemable Membership Units purchased. There were i no investments in Managers for the fiscal year ended January 30, 2021.

During the year ended January 30, 2021, Managers repurchased at fair market value approximately $ i 37.0 thousand of Redeemable Membership Units from a director of the Company for cash. During the year ended February 1, 2020, Managers repurchased at fair market value approximately $ i 0.5 million of Redeemable Membership Units from a director and an executive of the Company for cash. NAHC concurrently repurchased from Managers for cash, at fair market value, a number of NAHC membership units equal to the number of Redeemable Membership Units repurchased from the director and executive.

Note Receivable from Member and Distribution

Prior to October 1, 2020, under NAHC's LLC agreement, certain members could require the Company to provide a tax loan on their behalf under certain circumstances. On April 10, 2019, the Company loaned $ i 4.0 million with a note receivable issued to a member. The note receivable bears semi-annual compounding interest at i 2.5% with outstanding principal and interest due on April 10, 2022. This note receivable was recorded in other non-current assets on the balance sheet.

On April 5, 2018, the Company loaned $ i 4.1 million with a note receivable issued to a member. The note receivable bears semi-annual compounding interest at i 2.1%, with outstanding principal and interest due on April 5, 2021, and was recorded in prepaid expenses and other non-current assets on the balance sheet.

On August 28, 2020, the Company made a distribution to its members of record as of August 25, 2020, of $ i 257.0 million (see Note 9). Of the $ i 257.0 million, $ i 8.5 million was used to offset and satisfy the remaining balances of the notes receivable and related interest receivable from a member.

106

14. i Commitments and Contingencies

Technology Related Commitments and Other

As of January 30, 2021, we have obligations under technology related contractual commitments as well as other commitments, such as construction commitments, in the amount of $ i 10.8 million. Of such commitments, approximately $ i 8.8 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 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 general 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.

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 i three-year term and contractual payment amounts required to be paid by the Company. As of January 30, 2021, we have $ i 12.2 million in related commitments through 2027, of which $ i 6.9 million is payable in next 12 months.

15. i Employee Benefit Plans

401(k) Plan

We sponsor a safe harbor defined contribution 401(k) profit sharing plan (the "401(k) Plan") for our eligible employees. The 401(k) plan includes an eligible employee compensation deferral feature, Company matching contributions and a Company profit sharing component. Eligible employees are permitted to contribute up to i 75% of their eligible compensation on a pretax basis to the 401(k) Plan, subject to Internal Revenue Service limitations. We match i 100% of the money contributed by a plan participant to the 401(k) Plan each pay period, on a dollar-for-dollar basis, up to i 6% of a plan participant’s eligible compensation during such pay period. Annual Company profit sharing contributions are made at the discretion of our board of directors, subject to certain limitations. The 401(k) Plan may be amended or terminated at our discretion. Employer contributions related to the 401(k) Plan totaled $ i 13.2 million, $ i 12.4 million and $ i 11.9 million in 2020, 2019 and 2018, respectively.

107

16. i Selected Quarterly Financial Data (Unaudited)

The summarized quarterly financial information for the fiscal years ended 2020 and 2019 are reflected in the table below (in thousands, except earnings per share data):

1st

2nd

3rd

4th

(amounts in thousands)

Quarter

2020:

Net sales

i 1,136,301

i 1,606,420

i 1,349,076

i 1,597,436

Gross margin

i 297,945

i 496,501

i 440,511

i 499,088

Operating income

i 14,022

i 183,788

i 81,556

i 141,032

(Gain) loss on early retirement of debt, net

i —

( i 7,831)

i —

i 4,249

Net income (loss)

( i 10,020)

i 167,676

i 59,586

i 91,522

Earnings (loss) per common share:

Basic (1)

( i 0.14)

i 2.31

i 0.78

i 1.01

Diluted (1)

( i 0.14)

i 2.25

i 0.74

i 0.97

Weighted average common shares outstanding:

Basic (1)

i 72,474

i 72,478

i 76,771

i 90,253

Diluted (1)

i 72,474

i 74,439

i 80,714

i 94,377

2019:

Net sales

i 1,076,792

i 1,237,410

i 1,145,203

i 1,370,492

Gross margin

i 312,996

i 385,204

i 362,422

i 370,532

Operating income

i 11,394

i 72,634

i 53,176

i 42,217

Gain on early retirement of debt, net

( i 41,138)

( i 1,127)

i —

Net income

i 25,406

i 48,347

i 28,552

i 17,738

Earnings (loss) per common share:

Basic (1)

i 0.35

i 0.67

i 0.39

i 0.24

Diluted (1)

i 0.34

i 0.65

i 0.38

i 0.24

Weighted average common shares outstanding:

Basic (1)

i 72,473

i 72,485

i 72,484

i 72,468

Diluted (1)

i 74,697

i 74,507

i 75,201

i 74,974

(1) See Retrospective Presentation of Ownership Exchange in Note 2.

Item 16. Form 10–K Summary

Not applicable.

108

Index to 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						Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed on October 6, 2020).
4.1						Amendment to the Registration Rights Agreement, dated as of October 6, 2020, by and among the Registrant, Allstar LLC and New Academy Holding Company, LLC (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on October 6, 2020).
4.2						Indenture, dated as of November 6, 2020, by and among Academy, Ltd., as issuer, the guarantors named therein and The Bank of New York Mellon Trust Company, N.A., as trustee and notes collateral agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on November 6, 2020).
4.3*						Description of Securities Registered Under Section 12 of the Exchange Act.
10.1						Second Amended and Restated Credit Agreement, dated as of November 6, 2020, 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 several lenders from time to time party thereto, Credit Suisse AG, Cayman Islands Branch, as the administrative agent and collateral agent and the several other parties named therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 6, 2020).
10.2						Amended and Restated Term Loan Security Agreement, dated as of July 2, 2015, among Academy, Ltd., as Borrower, each of the subsidiaries listed on the signature pages thereto, and Morgan Stanley Senior Funding, Inc., as collateral agent for the benefit of the secured parties (incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).
10.3						Amended and Restated Term Loan Pledge Agreement, dated as of July 2, 2015, among New Academy Holding Company, LLC, as Holdings, Associated Investors L.L.C. and Academy Managing Co., L.L.C, as Texas Intermediate Holdcos, Academy, Ltd., as Borrower, each of the subsidiaries listed on the signature pages thereto and Morgan Stanley Senior Funding, Inc., as collateral agent for the benefit of the secured parties (incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).
10.4						ABL Intercreditor Agreement, dated July 2, 2015, among JPMorgan Chase Bank, N.A., as agent for the ABL Secured Parties referred to therein, Morgan Stanley Senior Funding, Inc., as administrative agent and collateral agent for the Term Loan Secured Parties referred to therein, New Academy Holding Company, LLC, as Holdings, Associated Investors L.L.C. and Academy Managing Co., L.L.C, as Texas Intermediate Holdcos, Academy, Ltd., as Borrower, and each of the subsidiaries of the Borrower listed on the signature pages thereto (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).
10.5						Joinder to ABL Intercreditor Agreement, dated November 6, 2020, among JPMorgan Chase Bank, N.A., as agent for the ABL Secured Parties referred to therein, Credit Suisse AG, Cayman Islands Branch, as agent for the Term Loan Secured Parties referred to therein, and The Bank of New York Mellon Trust Company, N.A., as collateral agent for the Additional Debt Secured Parties referred to therein (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 filed on January 25, 2021).
10.6						Joinder to ABL Intercreditor Agreement, dated November 6, 2020, among JPMorgan Chase Bank, N.A., as agent for the ABL Secured Parties referred to therein, and Credit Suisse AG, Cayman Islands Branch, as agent for the Term Loan Secured Parties referred to therein (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 filed on January 25, 2021).
10.7						First Lien Intercreditor Agreement, dated November 6, 2020, among Credit Suisse AG, Cayman Islands Branch, as First Lien Collateral Agent and Authorized Representative for the Credit Agreement Secured Parties referred to therein, The Bank of New York Mellon Trust (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1 filed on January 25, 2021).
10.8						First Amended and Restated ABL Credit Agreement, dated July 2, 2015, 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 Credit Issuer and the Swingline Lender (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).

109


Exhibit Number						Description of Exhibit
10.9						Amendment No. 1 to First Amended and Restated ABL Credit Agreement, dated as of May 22, 2018, 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, each of the Guarantors party thereto, each of the lenders party thereto and JPMorgan Chase Bank, N.A., as the Administrative Agent, the Collateral Agent, the Letter of Credit Issuer and the Swingline Lender (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).
10.10						Amendment No. 2 to First Amended and Restated ABL Credit Agreement, dated as of November 6, 2020, 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 several lenders from time to time party thereto, JPMorgan Chase Bank, N.A., as the letter of credit issuer, administrative agent and collateral agent (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on November 6, 2020).
10.11						Amended and Restated ABL Security Agreement, dated as of July 2, 2015, among Academy, Ltd., as Borrower, each of the subsidiaries listed on the signature pages thereto, and JPMorgan Chase Bank, N.A., as collateral agent for the benefit of the secured parties (incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).
10.12						Amended and Restated ABL Pledge Agreement, dated July 2, 2015, among New Academy Holding Company, LLC, as Holdings, Associated Investors L.L.C. and Academy Managing Co., L.L.C, as Texas Intermediate Holdcos, Academy, Ltd., as Borrower, each of the subsidiaries listed on the signature pages thereto and JPMorgan Chase Bank, N.A., as collateral agent for the benefit of the secured parties (incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).
10.13						Notes Security Agreement, dated as of November 6, 2020, among Academy, Ltd., as Issuer, each of the guarantors listed on the signature pages thereto, and The Bank of New York Mellon Trust Company, N.A., as collateral agent for the benefit of the Secured Parties referred to therein (incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1 filed on January 25, 2021).
10.14						Notes Pledge Agreement, dated as of November 6, 2020, among Academy, Ltd., as Issuer, each of the guarantors listed on the signature pages thereto, and The Bank of New York Mellon Trust Company, N.A., as collateral agent for the benefit of the Secured Parties referred to therein (incorporated by reference to Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1 filed on January 25, 2021).
10.15†						2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on December 10, 2020).
10.16†						Form of Time-Based Option Agreement under 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.10 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).
10.17†						Form of Non-Employee Director Restricted Stock Unit Agreement under 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.11 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).
10.18†						2020 Form of Performance-Based Restricted Stock Unit Agreement under 2020 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.12 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).
10.19†*						2021 Form of Performance-Based Restricted Stock Unit Agreement under the 2020 Omnibus Incentive Plan.
10.20†						2011 Unit Incentive Plan (incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).
10.21†						Form of 2020 CEO Option Agreement under 2011 Unit Incentive Plan (incorporated by reference to Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).
10.22†						Form of 2020 Executive Option Agreement under 2011 Unit Incentive Plan (incorporated by reference to Exhibit 10.15 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).
10.23†						Form of 2019 CEO Option Agreement under 2011 Unit Incentive Plan (incorporated by reference to Exhibit 10.16 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).
10.24†						Form of 2019 Executive Option Agreement under 2011 Unit Incentive Plan (incorporated by reference to Exhibit 10.17 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).

110


Exhibit Number						Description of Exhibit
10.25†						Form of 2018 CEO Option Agreement under 2011 Unit Incentive Plan (incorporated by reference to Exhibit 10.18 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).
10.26†						Form of 2018 Executive Option Agreement under 2011 Unit Incentive Plan (incorporated by reference to Exhibit 10.19 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).
10.27 †*						Form of 2018 Non Executive Option Agreement under 2011 Unit Incentive Plan.
10.28†						Form of 2017 Executive Option Agreement under 2011 Unit Incentive Plan (incorporated by reference to Exhibit 10.20 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).
10.2 9 †						Form of 2016 Executive Option Agreement under 2011 Unit Incentive Plan (incorporated by reference to Exhibit 10.21 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).
10.30†						Form of August 2020 Restricted Unit Agreement under 2011 Unit Incentive Plan (incorporated by reference to Exhibit 10.22 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).
10.31†						Form of 2020 CEO Restricted Unit Agreement under 2011 Unit Incentive Plan (incorporated by reference to Exhibit 10.23 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).
10.32†						Form of 2020 Executive Restricted Unit Agreement under 2011 Unit Incentive Plan (incorporated by reference to Exhibit 10.24 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).
10.33†						Form of 2019 Executive Restricted Unit Agreement under 2011 Unit Incentive Plan (incorporated by reference to Exhibit 10.25 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).
10.34†						Form of 2018 CEO Restricted Unit Agreement under 2011 Unit Incentive Plan (as amended) (incorporated by reference to Exhibit 10.26 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).
10.35†						Form of Independent Non-Employee Director Restricted Unit Agreement under 2011 Unit Incentive Plan (incorporated by reference to Exhibit 10.27 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).
10.3 6 †						Form of 2018 Executive Restricted Unit Agreement under 2011 Unit Incentive Plan (incorporated by reference to Exhibit 10.28 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).
10.3 7 †						Ken C. Hicks Employment Agreement, dated August 2, 2018 (incorporated by reference to Exhibit 10.29 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).
10.3 8 †						Michael P. Mullican Employment Agreement, dated January 6, 2017 and amended on December 21, 2017 (incorporated by reference to Exhibit 10.30 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).
10.3 9 †						Steven (Steve) P. Lawrence Employment Agreement, dated January 29, 2019 (incorporated by reference to Exhibit 10.31 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).
10.40 †						Samuel (Sam) J. Johnson Employment Agreement, dated April 17, 2017 (incorporated by reference to Exhibit 10.32 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).
10.4 1 †*						Jamey Rutherford Traywick Employment Agreement, dated October 1, 2018.
10.4 2 †						Form of 2020 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.34 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).
10.4 3						Stockholders Agreement, dated as of October 6, 2020, by and among the Registrant, Allstar LLC, KKR 2006 Allstar Blocker L.P. and Allstar Co-Invest Blocker L.P. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the Commission on October 6, 2020).
10.4 4 †						Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.37 to Amendment No. 1 to the Registrant’s Registration Statement on Form S-1 filed on September 23, 2020).
21.1*						Subsidiaries of the Registrant.

111


Exhibit Number						Description of Exhibit
23.1*						Consent of Deloitte & Touche LLP (with respect to the financial statements of Academy Sports and Outdoors, Inc.).
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
**						This certification accompanies each report pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
†						Compensatory arrangements for director(s) and/or executive officer(s).

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.

112

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K to be signed on April 7, 2021 on its behalf by the undersigned, thereto duly authorized.


ACADEMY SPORTS AND OUTDOORS, INC.












By:	/s/	*HEATHER A. DAVIS*
	Heather A. Davis
	Senior Vice President of Accounting, Treasury and Tax
	(principal accounting officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

Signature

Title

Date

/s/

KEN C. HICKS

Chairman, President and Chief Executive Officer

Ken C. Hicks

(principal executive officer)

/s/

MICHAEL P. MULLICAN

Executive Vice President and Chief Financial Officer

Michael P. Mullican

(principal financial officer)

/s/

HEATHER A. DAVIS

Senior Vice President of Accounting, Treasury and Tax

Heather A. Davis

(principal accounting officer)

/s/

BRIAN T. MARLEY

Director

Brian T. Marley

/s/

VISHAL V. PATEL

Director

Vishal V. Patel

/s/

ALLEN I. QUESTROM

Director

Allen I. Questrom

/s/

WILLIAM S. SIMON

Director

William S. Simon

/s/

NATHANIEL H. TAYLOR

Director

Nathaniel H. Taylor

/s/

JEFFERY C. TWEEDY

Director

Jeffery C. Tweedy

/s/

AILEEN X. YAN

Director

Aileen X. Yan

/s/

WENDY A. BECK

Director

Wendy A. Beck

/s/

TOM M. NEALON

Director