Cover
Cover - USD ($) $ in Billions | 12 Months Ended | ||
Jan. 29, 2022 | Mar. 22, 2022 | Jul. 30, 2021 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Jan. 29, 2022 | ||
Current Fiscal Year End Date | --01-29 | ||
Document Transition Report | false | ||
Entity File Number | 001-39589 | ||
Entity Registrant Name | Academy Sports and Outdoors, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 85-1800912 | ||
Entity Address, Address Line One | 1800 North Mason Road | ||
Entity Address, City or Town | Katy | ||
Entity Address, State or Province | TX | ||
Entity Address, Postal Zip Code | 77449 | ||
City Area Code | 281 | ||
Local Phone Number | 646-5200 | ||
Title of 12(b) Security | Common Stock, par value $0.01 per share | ||
Trading Symbol | ASO | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Entity Shell Company | false | ||
Entity Public Float | $ 2.7 | ||
Entity Common Stock, Shares Outstanding | 87,145,316 | ||
Documents Incorporated by Reference | Documents Incorporated by Reference: Part III of this Annual Report on Form 10-K incorporates certain information from the registrant's definite proxy statement for its 2022 Annual Meeting of Stockholders, which shall be filed with the Securities and Exchange Commission pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, within 120 days of the registrant's fiscal year end. | ||
Entity Central Index Key | 0001817358 | ||
Amendment Flag | false | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY |
Audit Information
Audit Information | 12 Months Ended |
Jan. 29, 2022 | |
Audit Information [Abstract] | |
Auditor Firm ID | 34 |
Auditor Name | Deloitte & Touche LLP |
Auditor Location | Houston, Texas |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jan. 29, 2022 | Jan. 30, 2021 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 485,998 | $ 377,604 |
Accounts receivable - less allowance for doubtful accounts of $732 and $1,172, respectively | 19,718 | 17,306 |
Merchandise inventories, net | 1,171,808 | 990,034 |
Prepaid expenses and other current assets | 36,460 | 28,313 |
Assets held for sale | 1,763 | 1,763 |
Total current assets | 1,715,747 | 1,415,020 |
PROPERTY AND EQUIPMENT, NET | 345,836 | 378,260 |
RIGHT-OF-USE ASSETS | 1,079,546 | 1,143,699 |
TRADE NAME | 577,215 | 577,000 |
GOODWILL | 861,920 | 861,920 |
OTHER NONCURRENT ASSETS | 4,676 | 8,583 |
Total assets | 4,584,940 | 4,384,482 |
CURRENT LIABILITIES: | ||
Accounts payable | 737,826 | 791,404 |
Accrued expenses and other current liabilities | 303,207 | 291,351 |
Current lease liabilities | 83,077 | 80,338 |
Current maturities of long-term debt | 3,000 | 4,000 |
Total current liabilities | 1,127,110 | 1,167,093 |
LONG-TERM DEBT, NET | 683,585 | 781,489 |
LONG-TERM LEASE LIABILITIES | 1,077,667 | 1,150,088 |
DEFERRED TAX LIABILITIES, NET | 217,212 | 138,703 |
OTHER LONG-TERM LIABILITIES | 12,420 | 35,126 |
Total liabilities | 3,117,994 | 3,272,499 |
COMMITMENTS AND CONTINGENCIES (NOTE 14) | ||
REDEEMABLE MEMBERSHIP UNITS | 0 | 0 |
STOCKHOLDERS' / PARTNERS' EQUITY: | ||
Preferred stock, $0.01 par value, authorized 50,000,000 shares; none issued and outstanding | 0 | 0 |
Common stock, $0.01 par value, authorized 300,000,000 shares; 87,079,394 and 91,114,475 issued and outstanding as of January 29, 2022 and January 30, 2021, respectively | 870 | 911 |
Additional paid-in capital | 198,016 | 127,228 |
Retained earnings | 1,268,060 | 987,168 |
Accumulated other comprehensive loss | 0 | (3,324) |
Stockholders' equity | 1,466,946 | 1,111,983 |
Total liabilities and stockholders' / partners' equity | $ 4,584,940 | $ 4,384,482 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Jan. 29, 2022 | Jan. 30, 2021 | |
Statement of Financial Position [Abstract] | |||
Allowance for doubtful accounts | $ 732 | $ 1,172 | |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Preferred stock, authorized (in shares) | 50,000,000 | 50,000,000 | |
Preferred stock, issued (in shares) | 0 | 0 | |
Preferred stock, outstanding (in shares) | 0 | 0 | |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | |
Common stock, authorized (in shares) | 300,000,000 | 300,000,000 | |
Common stock, issued (in shares) | 87,079,394 | 91,114,475 | |
Common stock, outstanding (in shares) | [1] | 87,079,394 | 91,114,475 |
[1] | (1) See Retrospective Presentation of Ownership Exchange in Note 2. |
Consolidated Statements of Inco
Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | |||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | ||
Income Statement [Abstract] | ||||
NET SALES | $ 6,773,128 | $ 5,689,233 | $ 4,829,897 | |
COST OF GOODS SOLD | 4,422,033 | 3,955,188 | 3,398,743 | |
GROSS MARGIN | 2,351,095 | 1,734,045 | 1,431,154 | |
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES | 1,443,148 | 1,313,647 | 1,251,733 | |
OPERATING INCOME | 907,947 | 420,398 | 179,421 | |
INTEREST EXPENSE, NET | 48,989 | 86,514 | 101,307 | |
(GAIN) LOSS ON EARLY RETIREMENT OF DEBT, NET | 2,239 | (3,582) | (42,265) | |
OTHER (INCOME), NET | (2,821) | (1,654) | (2,481) | |
INCOME BEFORE INCOME TAXES | 859,540 | 339,120 | 122,860 | |
INCOME TAX EXPENSE | 188,159 | 30,356 | 2,817 | |
NET INCOME | $ 671,381 | $ 308,764 | $ 120,043 | |
EARNINGS PER COMMON SHARE: | ||||
BASIC (in dollars per share) | [1] | $ 7.38 | $ 3.96 | $ 1.66 |
DILUTED (in dollars per share) | [1] | $ 7.12 | $ 3.79 | $ 1.60 |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING: | ||||
BASIC (in shares) | [1] | 90,956 | 77,994 | 72,477 |
DILUTED (in shares) | [1] | 94,284 | 81,431 | 74,795 |
[1] | (1) See Retrospective Presentation of Ownership Exchange in Note 2. |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Statement of Comprehensive Income [Abstract] | |||
Net income | $ 671,381 | $ 308,764 | $ 120,043 |
Unrealized loss on interest rate swaps | 0 | (6,653) | (16,096) |
Recognized interest (income) expense on interest rate swaps | 2,344 | 11,045 | (418) |
Loss on swaps from debt refinancing | 0 | 1,330 | 0 |
Tax benefit (expense) | 980 | (980) | 0 |
Total comprehensive income | $ 674,705 | $ 313,506 | $ 103,529 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders'/Partners' Equity - USD ($) $ in Thousands | Total | Cumulative Effect, Period of Adoption, Adjustment | Partners' Equity | Partners' EquityCumulative Effect, Period of Adoption, Adjustment | Common Stock | Additional Paid-In Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | |
Redeemable Membership Units, beginning balance (in shares) at Feb. 02, 2019 | [1] | 1,362,000 | |||||||
Redeemable Membership Units, beginning balance at Feb. 02, 2019 | $ 17,885 | ||||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Equity contributions from Managers (in shares) | [1] | 6,000 | |||||||
Adjustment to Redeemable Membership Units for settlement of vested Restricted Units (in shares) | [1] | 18,000 | |||||||
Adjustment to Redeemable Membership Units for contributions from Managers and settlement of vested Restricted Units | $ 400 | ||||||||
Adjustment to Redeemable Membership Units for repurchase of units from Managers (in shares) | [1] | (29,000) | |||||||
Adjustment to Redeemable Membership Units for repurchase of units from Managers | $ (538) | ||||||||
Effect of Reorganization Transactions and Reclassification of membership units with lapsed put rights (in shares) | [1] | (1,195,000) | |||||||
Effect of Reorganization Transactions and Reclassification of membership units with lapsed put rights | $ (14,929) | ||||||||
Redeemable Membership Units, ending balance (in shares) at Feb. 01, 2020 | [1] | 162,000 | |||||||
Redeemable Membership Units, ending balance at Feb. 01, 2020 | $ 2,818 | ||||||||
Partners' Equity, beginning balance (in shares) at Feb. 02, 2019 | [1] | 71,111,000 | |||||||
Partners' Equity, beginning balance at Feb. 02, 2019 | $ 857,039 | $ 5,075 | $ 848,591 | $ 5,075 | $ 8,448 | ||||
Redeemable Membership Units and Partners' Equity, beginning balance (in shares) at Feb. 02, 2019 | [1] | 72,473,000 | |||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | $ 120,043 | 120,043 | |||||||
Equity compensation | 7,881 | 7,881 | |||||||
Equity contributions from Managers | 100 | 100 | |||||||
Adjustment to Redeemable Membership Units for contributions from Managers and settlement of vested Restricted Units | (400) | $ (400) | |||||||
Adjustment to Redeemable Membership Units for repurchase of units from Managers (in shares) | [1] | 29,000 | |||||||
Adjustment to Redeemable Membership Units for repurchase of units from Managers | $ 538 | $ 538 | |||||||
Repurchase of Redeemable Membership Units (in shares) | [1] | (29,000) | (29,000) | ||||||
Repurchase of Redeemable Membership Units | $ (473) | $ (473) | |||||||
Reclassification of membership units with lapsed put rights (in shares) | [1] | 1,195,000 | |||||||
Reclassification of membership units with lapsed put rights | 14,930 | $ 14,930 | |||||||
Unrealized loss on interest rate swaps | (16,096) | (16,096) | |||||||
Recognized interest income on interest rate swaps | (418) | (418) | |||||||
Partners' Equity, ending balance (in shares) at Feb. 01, 2020 | [1] | 72,306,000 | |||||||
Partners' Equity, ending balance at Feb. 01, 2020 | $ 988,219 | $ 996,285 | (8,066) | ||||||
Redeemable Membership Units and Partners' Equity, ending balance (in shares) at Feb. 01, 2020 | [1] | 72,468,000 | |||||||
Increase (Decrease) in Temporary Equity [Roll Forward] | |||||||||
Adjustment to Redeemable Membership Units for settlement of vested Restricted Units (in shares) | [1] | 12,000 | |||||||
Adjustment to Redeemable Membership Units for contributions from Managers and settlement of vested Restricted Units | $ 200 | ||||||||
Adjustment to Redeemable Membership Units for repurchase of units from Managers (in shares) | [1] | (2,000) | |||||||
Adjustment to Redeemable Membership Units for repurchase of units from Managers | $ (41) | ||||||||
Effect of Reorganization Transactions and Reclassification of membership units with lapsed put rights (in shares) | [1] | (172,000) | |||||||
Effect of Reorganization Transactions and Reclassification of membership units with lapsed put rights | $ (2,977) | ||||||||
Redeemable Membership Units, ending balance at Jan. 30, 2021 | 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | 308,764 | 157,656 | $ 151,108 | ||||||
Equity compensation | 3,690 | ||||||||
Equity compensation | 31,617 | $ 27,927 | |||||||
Adjustment to Redeemable Membership Units for contributions from Managers and settlement of vested Restricted Units | (200) | $ (200) | |||||||
Adjustment to Redeemable Membership Units for repurchase of units from Managers (in shares) | [1] | 2,000 | |||||||
Adjustment to Redeemable Membership Units for repurchase of units from Managers | $ 41 | $ 41 | |||||||
Repurchase of Redeemable Membership Units (in shares) | [1] | (2,000) | (2,000) | ||||||
Repurchase of Redeemable Membership Units | $ (37) | $ (37) | |||||||
Distributions to holders of Membership Units | (257,000) | $ (257,000) | |||||||
Effect of the Reorganization Transactions (in shares) | [1] | (72,306,000) | 72,478,000 | ||||||
Effect of the Reorganization Transactions | $ 2,977 | $ (900,435) | $ 725 | 66,627 | 836,060 | ||||
Issuance of Common Stock in IPO, net of Offering Costs (in shares) | [1] | 17,432,000 | 17,432,000 | ||||||
Issuance of common stock in IPO and Over-Allotment, net of Offering Costs | $ 206,970 | $ 174 | 206,796 | ||||||
Cumulative tax effect resulting from Reorganization Transactions | (141,909) | (141,909) | |||||||
Share-Based Award Payments | (32,819) | (32,819) | |||||||
Share-Based Award Payments adjustment for forfeitures | $ 596 | 596 | |||||||
Settlement of vested Restricted Stock Units (in shares) | [1] | 802,000 | 802,000 | ||||||
Settlement of vested Restricted Stock Units | $ 0 | $ 8 | (8) | ||||||
Stock option exercises (in shares) | [1] | 402,000 | 402,000 | ||||||
Stock option exercises | $ 22 | $ 4 | 18 | ||||||
Unrealized loss on interest rate swaps | (6,303) | (6,303) | |||||||
Loss on swaps from debt refinancing (net of tax impact of $330) | 1,000 | 1,000 | |||||||
Recognized interest income on interest rate swaps | $ 10,045 | 10,045 | |||||||
Stockholders'/partners' equity, ending balance (in shares) at Jan. 30, 2021 | [1] | 91,114,475 | 91,114,000 | ||||||
Stockholders' equity attributable to parent, ending balance at Jan. 30, 2021 | $ 1,111,983 | $ 911 | 127,228 | 987,168 | (3,324) | ||||
Redeemable Membership Units, ending balance at Jan. 29, 2022 | 0 | ||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Net income | 671,381 | 671,381 | |||||||
Equity compensation | $ 39,264 | 39,264 | |||||||
Repurchase of common stock for retirement (in shares) | [1] | (10,566,796) | (10,567,000) | ||||||
Repurchase of common stock for retirement | $ (411,409) | $ (106) | (20,814) | (390,489) | |||||
Share-Based Award Payments adjustment for forfeitures | $ 39 | 39 | |||||||
Settlement of vested Restricted Stock Units (in shares) | [1] | 923,000 | 923,000 | ||||||
Settlement of vested Restricted Stock Units | $ 0 | $ 9 | (9) | ||||||
Issuance of common stock under employee stock purchase plan (in shares) | [1] | 114,000 | 114,000 | ||||||
Issuance of common stock under employee stock purchase plan | $ 3,777 | $ 1 | 3,776 | ||||||
Stock option exercises (in shares) | [1] | 5,495,000 | 5,495,000 | ||||||
Stock option exercises | $ 48,587 | $ 55 | 48,532 | ||||||
Recognized interest income on interest rate swaps | $ 3,324 | 3,324 | |||||||
Stockholders'/partners' equity, ending balance (in shares) at Jan. 29, 2022 | [1] | 87,079,394 | 87,079,000 | ||||||
Stockholders' equity attributable to parent, ending balance at Jan. 29, 2022 | $ 1,466,946 | $ 870 | $ 198,016 | $ 1,268,060 | $ 0 | ||||
[1] | (1) See Retrospective Presentation of Ownership Exchange in Note 2. |
Consolidated Statements of Part
Consolidated Statements of Partners'/Stockholders' Equity (Parenthetical) $ in Thousands | 12 Months Ended |
Feb. 02, 2019 | |
Statement of Stockholders' Equity [Abstract] | |
Accounting Standards Update [Extensible Enumeration] | Accounting Standards Update 2016-02 [Member] |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income | $ 671,381 | $ 308,764 | $ 120,043 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 105,274 | 105,481 | 117,254 |
Non-cash lease expense | (5,528) | 13,880 | 3,965 |
Equity compensation | 39,264 | 31,617 | 7,881 |
Amortization of terminated interest rate swaps, deferred loan and other costs | 5,524 | 5,516 | 3,717 |
Loss on swaps from debt refinancing | 0 | 1,330 | 0 |
Deferred income taxes | 79,490 | 701 | 297 |
Non-cash (gain) loss on early retirement of debt, net | 2,239 | (3,582) | (42,265) |
Gain on disposal of property and equipment | 0 | 0 | (23) |
Casualty loss | 0 | 194 | 569 |
Changes in assets and liabilities: | |||
Accounts receivable, net | (2,412) | (2,981) | 4,476 |
Merchandise inventories, net | (181,774) | 109,520 | 34,407 |
Prepaid expenses and other current assets | (8,147) | (3,765) | (3,732) |
Other noncurrent assets | 2,759 | (2,496) | 398 |
Accounts payable | (50,627) | 361,518 | (2,904) |
Accrued expenses and other current liabilities | 31,935 | 57,376 | 20,615 |
Income taxes payable | (14,129) | 14,124 | 0 |
Other long-term liabilities | (1,984) | 14,400 | (1,029) |
Net cash provided by operating activities | 673,265 | 1,011,597 | 263,669 |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Capital expenditures | (75,802) | (41,269) | (62,818) |
Purchases of intangible assets | (215) | 0 | 0 |
Proceeds from the sale of property and equipment | 0 | 0 | 23 |
Note receivable from member | 0 | 8,125 | (3,988) |
Net cash used in investing activities | (76,017) | (33,144) | (66,783) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Proceeds from ABL Facility | 0 | 500,000 | 502,500 |
Repayment of ABL Facility | 0 | (500,000) | (502,500) |
Proceeds from Term Loan, net of discount | 0 | 396,000 | 0 |
Repayment of Term Loan | (102,250) | (1,461,072) | (122,819) |
Proceeds from Notes | 0 | 400,000 | 0 |
Debt issuance fees | (927) | (14,147) | 0 |
Share-Based Award Payments | (11,214) | (20,970) | 0 |
Distribution | 0 | (257,000) | 0 |
Equity contributions from Managers | 0 | 0 | 100 |
Proceeds from exercise of stock options | 48,587 | 22 | 0 |
Proceeds from issuance of common stock, net of Offering Costs | 0 | 206,970 | 0 |
Proceeds from issuance of common stock under employee stock purchase program | 3,777 | 0 | 0 |
Taxes paid related to net share settlement of equity awards | (15,418) | 0 | 0 |
Repurchase of common stock for retirement | (411,409) | 0 | 0 |
Repurchase of Redeemable Membership Units | 0 | (37) | (473) |
Net cash used in financing activities | (488,854) | (750,234) | (123,192) |
NET INCREASE IN CASH AND CASH EQUIVALENTS | 108,394 | 228,219 | 73,694 |
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 377,604 | 149,385 | 75,691 |
CASH AND CASH EQUIVALENTS AT END OF PERIOD | 485,998 | 377,604 | 149,385 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||
Cash paid for interest | 44,710 | 87,163 | 93,556 |
Cash paid for income taxes | 125,040 | 15,527 | 2,588 |
NON-CASH INVESTING AND FINANCING ACTIVITIES: | |||
Non-cash issuance of common stock | 501 | 2,646 | 0 |
Change in capital expenditures in accounts payable and accrued liabilities | $ 2,951 | $ 1,065 | $ 309 |
Nature of Operations
Nature of Operations | 12 Months Ended |
Jan. 29, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 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. 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 the September 2021 Secondary Offering (as defined below), KKR no longer holds an 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 29, 2022, we operated 259 "Academy Sports + Outdoors" retail locations in 16 states and 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 The Company’s fiscal year represents the 52 or 53 weeks ending on the Saturday closest to January 31 each year. References herein to 2021, 2020 and 2019 relate to the 52-week fiscal years ended January 29, 2022, January 30, 2021, and February 1, 2020, 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 15,625,000 shares of common stock, $0.01 par value for cash consideration of $12.22 per share (representing an initial public offering price of $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 $184.9 million after deducting underwriting discounts, which included approximately $2.7 million paid to KKR Capital Markets LLC ("KCM"), an affiliate of KKR, for underwriting services in connection with the IPO, and $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 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 1,807,495 shares of the Company's common stock, par value $0.01 per share, for cash consideration of $12.22 per share (representing an initial public offering price of $13.00 per share, net of underwriting discounts) to the IPO underwriters, resulting in approximately $22.1 million in proceeds net of underwriting discounts, which included $0.3 million paid to KCM for underwriting services, pursuant to the partial exercise by the underwriters of their option to purchase up to 2,343,750 additional shares to cover over-allotments in connection with the IPO (the "IPO Over-Allotment Exercise"). The option 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 of 12,000,000 shares of common stock (the “Secondary Offering”), pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-252390), filed on January 25, 2021. The Selling Stockholders granted the Underwriters the option to purchase, within 30 days from the date of the Underwriting Agreement, an additional 1,800,000 shares of common stock. On January 29, 2021, the Underwriters exercised in full their option to purchase the additional shares. The Secondary Offering was completed on February 1, 2021. Pursuant to the Underwriting Agreement, the Underwriters purchased the shares from the Selling Stockholders at a price of approximately $20.69 per share. The Company did not receive any proceeds from the Secondary Offering. May 2021 Secondary Offering and Stock Repurchase On May 5, 2021, ASO, Inc. entered into an underwriting agreement (the “May 2021 Underwriting Agreement”), by and among ASO, Inc., Allstar LLC, Allstar Co-Invest Blocker L.P., KKR 2006 Allstar Blocker L.P., MSI 2011 LLC and MG Family Limited Partnership (collectively, the “May 2021 Selling Stockholders”), and Credit Suisse Securities (USA) LLC and J.P. Morgan Securities LLC, as representatives of the several underwriters named therein (the “May 2021 Underwriters”), relating to an underwritten offering of 14,000,000 shares of common stock at $30.96 per share (the “May 2021 Secondary Offering”), pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-255720), filed on May 3, 2021. The May 2021 Selling Stockholders granted the May 2021 Underwriters the option to purchase, within 30 days from the date of the May 2021 Underwriting Agreement, an additional 2,100,000 shares of common stock. On May 6, 2021, the May 2021 Underwriters exercised in full their option to purchase the additional shares. The May 2021 Secondary Offering also included the Company's repurchase and simultaneous retirement of 3,229,974 shares out of the 14,000,000 shares at $30.96 per share, the same price granted to the May 2021 Underwriters, which was at a discount to the prevailing market price at the time of repurchase (see "Share Repurchases" in Note 2). The May 2021 Secondary Offering was completed on May 10, 2021. The Company did not receive any proceeds from the May 2021 Secondary Offering. The May 2021 Secondary Offering reduced the KKR ownership interest in the Company, resulting in a vesting event (the "2021 Vesting Event") for awards granted under the 2011 Unit Incentive Plan, whereby unvested time awards and performance-based awards which had previously met their performance targets vested and unvested performance-based awards which had not previously met their performance targets were forfeited. As a result, we incurred approximately $24.9 million in non-cash expenses related to equity-based compensation and approximately $15.4 million of cash expenses related to taxes on equity-based compensation. Additionally, approximately $8.2 million of Share-Based Award Payments (see Note 9) for equity-based compensation distributions were accelerated during the 2021 second quarter. September 2021 Secondary Offering and Stock Repurchase On September 14, 2021, ASO, Inc. entered into an underwriting agreement (the “September 2021 Underwriting Agreement”), by and among ASO, Inc., Allstar LLC, Allstar Co-Invest Blocker L.P. and KKR 2006 Allstar Blocker L.P. (collectively, the “September 2021 Selling Stockholders”), and Credit Suisse Securities (USA) LLC, as representative of the several underwriters named therein (the “September 2021 Underwriters”), relating to an underwritten offering (the “September 2021 Secondary Offering”) of 18,645,602 shares of common stock at approximately $43.52 per share, pursuant to the Company’s Registration Statement on Form S-1 (File No. 333-259477), filed on September 13, 2021. The September 2021 Secondary Offering also included the Company’s repurchase and simultaneous retirement of 4,500,000 shares out of the 18,645,602 shares of common stock at approximately $43.52, the same price granted to the September 2021 Underwriters, which was at a discount to the prevailing market price at the time of repurchase (see "Share Repurchases" in Note 2). The September 2021 Secondary Offering was completed on September 17, 2021. The Company did not receive any proceeds from the September 2021 Secondary Offering. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jan. 29, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Principles of Consolidation These consolidated financial statements include the accounts of ASO, Inc. and its subsidiaries, NAHC, Academy Managing Co., LLC, Associated Investors, LLC, Academy, Ltd., the Company's operating company, and Academy International Limited. NAHC, Academy Managing Co., LLC, and Associated Investors, LLC are intermediate holding companies. All intercompany balances and transactions have been eliminated in consolidation. ASO Co-Invest Blocker Sub, L.P. and ASO Blocker Sub, L.P. were dissolved effective January 31, 2021. Use of Estimates in the Preparation of Financial Statements 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 the possibility of additional unforeseen effects from the COVID-19 pandemic, these estimates are becoming more challenging, and actual results could differ materially from our estimates. Reclassifications Within the merchandise division sales table presented in Note 3, certain products and categories were recategorized amongst various categories and divisions, respectively, during 2021 to better align with our current merchandising strategy and view of the business. As a result, we have reclassified sales between divisions for 2020 and 2019 for comparability purposes. This reclassification is in divisional 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 3.15 membership units of NAHC contributed to ASO, Inc. (such 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 $0.01 and 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 Statements of Income, Statements of Stockholders’ / Partners’ Equity, Note 9. 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 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, $14.9 million was reclassified from temporary equity to Partners' Equity during the 2019 third quarter. Cash and Cash Equivalents 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 Financial instruments are comprised of cash and cash equivalents, accounts receivable, accounts payable, certain accrued liabilities 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 have also historically entered into derivative interest rate swaps to reduce the risk that our earnings and cash flows will be affected by changes in interest rates on our debt. The fair value of debt is influenced by fluctuations in market conditions for interest rates (see Note 6). Accounts Receivable 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. 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 believe that the financial risks associated with these financial instruments are minimal. We purchase merchandise inventories from approximately 1,200 vendors. In 2021, 2020 and 2019, purchases from our largest vendor represented approximately 11%, 12% and 14% 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 29, 2022 or January 30, 2021. 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 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 record an inventory reserve for the estimated shrinkage between physical inventories on a store-by-store basis. We generally perform a full physical inventory count for each store at least once a year, throughout the year, after which our shrinkage accrual rate for each store is updated based on historical results. For vendor allowances based on contractual provisions, we develop accrual rates as determined by the agreements, which are typically linked to purchase volumes. Other non-contractual vendor allowances received are applied upon receipt. 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. The application of the LIFO inventory method did not result in any LIFO charges or credits affecting cost of sales in 2021, 2020 or 2019. Property and Equipment 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 2–5 years Other equipment 5–10 years Furniture and fixtures 7–10 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 may 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 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 $36.7 million, $14.5 million and $12.9 million in 2021, 2020 and 2019, respectively. Capitalized Interest We capitalized interest primarily related to construction of new stores, store renovations, distribution centers and IT projects in the amount of $0.4 million, $0.6 million and $0.6 million in 2021, 2020 and 2019, respectively. Interest expense, net on the consolidated statement of income is shown net of capitalized interest. Impairment of Long-Lived Assets We review the carrying value of long-lived assets, including store 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, which is generally based on historical results. 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 calculated using discounted expected future cash flows. As a result of our assessment, we did not record an impairment of long-lived assets in 2021, 2020 and 2019. 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 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 one segment with 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 2021 and 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 long-term future company income, and the market value approach is based on earnings multiples for a comparable set of public companies. In 2019, we performed a quantitative assessment for the determination of impairment. No impairment of goodwill existed for 2021, 2020 or 2019. Intangible Assets Intangible assets primarily consists of the trade name "Academy Sports + Outdoors" (the "Trade Name"). 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 or whenever events or circumstances indicate that the carrying amount of the Trade Name may not be recoverable. The annual Trade Name 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 for the Trade Name. 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. 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 long-term sales over the expected remaining life of the intangible assets to estimate the royalty savings. This approach is dependent on a number of factors, including projections of long-term sales, royalty rates, discount rates and other variables. Deferred Loan Costs 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 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). 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 three remaining outstanding interest rate swaps, which were scheduled to expire on various dates during 2021, for $4.1 million. As of January 29, 2022, we do not have any derivative financial instruments outstanding. Self-Insurance 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 $1.2 billion of additional lease obligation and approximately $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 $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, 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 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 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 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 Advertising costs are expensed as incurred. Advertising expenses, net of specific vendor allowances, were $151.2 million, $122.8 million and $142.3 million in 2021, 2020 and 2019, respectively. Pre-Opening Expenses 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. Pre-opening expenses for our new stores were $0.2 million and $3.2 million in 2021 and 2019, respectively. There were no pre-opening expenses in 2020. Equity Compensation 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. Share Repurchases On September 2, 2021, the Board of Directors of the Company authorized a share repurchase program (the "Share Repurchase Program") under which the Company may purchase up to $500 million of its outstanding shares during the three-year period ending September 2, 2024. Under the Share Repurchase Program, repurchases can be made using a variety of methods, which may include open market purchases, block trades, privately negotiated transactions and/or a non-discretionary trading plan, all in compliance with the rules of the SEC and other applicable legal requirements. The timing, manner, price and amount of any common share repurchases will be determined by the Company in its discretion and will depend on a variety of factors, including legal requirements, price and economic and market conditions. The Share Repurchase Program does not obligate the Company to acquire any particular number of common shares, and the program may be suspended, extended, modified or discontinued at any time. In 2021, we repurchased and concurrently retired 10,566,796 shares of ASO, Inc. common stock for an aggregate amount of $411.4 million, which includes purchases that were made pursuant to the Share Repurchase Program and those that were made prior to the Share Repurchase Program. As of January 29, 2022, approximately $188.6 million remained available for share repurchases pursuant to our Share Repurchase Program. The Company allocates the excess of the repurchase price over the par value of shares acquired to Retained Earnings and Additional Paid-in Capital. The portion allocated to Additional Paid-in Capital is determined by dividing the number of shares to be retired by the number of shares issued multiplied by the balance of Additional Paid-in Capital as of the retirement date. 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 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 |
Net Sales
Net Sales | 12 Months Ended |
Jan. 29, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Net Sales | Net Sales The following table sets forth the approximate amount of sales (all of which are based in the U.S.) by merchandise divisions for the periods presented (amounts in thousands): Fiscal Year Ended January 29, 2022 January 30, 2021 February 1, 2020 Merchandise division sales (1) Outdoors $ 2,174,650 $ 1,968,514 $ 1,455,080 Sports and recreation 1,463,172 1,256,357 974,125 Apparel 1,810,345 1,390,519 1,358,906 Footwear 1,290,197 1,044,502 1,021,603 Total merchandise sales (2) 6,738,364 5,659,892 4,809,714 Other sales (3) 34,764 29,341 20,183 Net sales $ 6,773,128 $ 5,689,233 $ 4,829,897 (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 and 2019 for comparability purposes. This reclassification is in divisional presentation only and did not impact the overall net sales balances previously disclosed (see "Reclassifications" in Note 2). (2) E-commerce sales consisted of 9.3%, 10.4% and 5.1% of merchandise sales for 2021, 2020 and 2019, 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 January 29, 2022 January 30, 2021 February 1, 2020 Gift card liability, beginning balance $ 74,253 $ 67,993 $ 66,153 Issued 136,553 111,160 134,839 Redeemed (119,103) (100,678) (128,638) Recognized as breakage income (5,135) (4,222) (4,361) Gift card liability, ending balance $ 86,568 $ 74,253 $ 67,993 |
Long-Term Debt
Long-Term Debt | 12 Months Ended |
Jan. 29, 2022 | |
Debt Disclosure [Abstract] | |
Long-term Debt | Long-Term Debt Our debt consisted of the following (amounts in thousands) as of: January 29, 2022 January 30, 2021 ABL Facility, due November 2025 $ — $ — Term Loan, due November 2027 297,750 400,000 Notes, due November 2027 400,000 400,000 Total debt 697,750 800,000 Less current maturities (3,000) (4,000) Less unamortized discount on Term Loan (2,463) (3,861) Less deferred loan costs (1) (8,702) (10,650) Long-term debt, net $ 683,585 $ 781,489 (1) Deferred loan costs are related to the Term Loan and Notes. As of January 29, 2022 and January 30, 2021, the balance in deferred loan costs related to the ABL Facility (as defined below) was approximately $4.3 million and $5.5 million, respectively, and was included in other noncurrent assets on our consolidated balance sheets. Total amortization of deferred loan costs was $2.7 million, $2.6 million and $2.6 million in 2021, 2020 and 2019, respectively. Total expenses related to accretion of original issuance discount were $0.5 million, $1.0 million and $1.1 million in 2021, 2020 and 2019, 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 $1,431.4 million. On May 25, 2021, the Company refinanced its 2020 Term Loan and paid down approximately $99.0 million of the 2020 Term Loan. Term Loan We refer to the 2015 Term Loan, the 2020 Term Loan and the Amendment collectively as the "Term Loan". On July 2, 2015, Academy, Ltd. entered into a seven-year $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 five-year $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 $1.8 billion, which was net of discount of $9.1 million. The 2015 Term Loan bore interest at our election, at either (1) LIBOR rate with a floor of 1.00%, plus a margin of 4.00%, or (2) a base rate equal to the highest of (a) the federal funds rate plus 0.50%, (b) Morgan Stanley Senior Funding, Inc.'s "prime rate", or (c) the one-month LIBOR rate plus 1.00%, plus a margin of 3.00%. Quarterly principal payments of approximately $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. entered into a seven-year $400.0 million senior secured term loan (the "2020 Term Loan") with Credit Suisse AG, Cayman Island Branch ("Credit Suisse"), as the administrative agent and collateral agent and the several other lenders and parties. The 2020 Term Loan will mature on November 6, 2027. The 2020 Term Loan bore interest, at Academy, Ltd.’s election, at either (1) LIBOR rate with a floor of 0.75%, plus a margin of 5.00%, or (2) a base rate equal to the highest of (a) the federal funds rate plus 0.50%, (b) Credit Suisse’s "prime rate", or (c) the one-month LIBOR rate plus 1.00%, plus a margin of 4.00%. Quarterly principal payments of approximately $1.0 million were required through September 30, 2027, with the balance due in full on the maturity date of November 6, 2027. On May 25, 2021, Academy, Ltd. entered into Amendment No. 4 (the “Amendment”) to the Second Amended and Restated Credit Agreement, dated as of November 6, 2020, among Academy, Ltd., as Borrower, Credit Suisse AG, Cayman Islands Branch, as the administrative agent and collateral agent, the several lenders party thereto and the several other parties named therein (as previously amended, the “Existing Credit Agreement” and as amended by the Amendment, the “Amended Credit Agreement”). Pursuant to the terms of the Amendment, Academy, Ltd. (i) reduced the applicable margin on LIBOR borrowings under the Existing Credit Agreement from 5.00% to 3.75% and (ii) utilized cash on hand to repay $99.0 million of outstanding borrowings under the Existing Credit Agreement, leaving an outstanding principal balance of $300.0 million under the Amended Credit Agreement. Quarterly principal payments of $750.0 thousand are required through September 30, 2027 and borrowings under the Amended Credit Agreement will continue to mature on November 6, 2027. All other material terms and provisions of the 2020 Term Loan remain substantially the same as the terms and provisions in place immediately prior to the effectiveness of the Amendment. As of January 29, 2022, the weighted average interest rate was 4.50%, with interest payable monthly. The terms and conditions of the Amendment also require that the outstanding balance under the Term Loan is prepaid under certain circumstances. In connection with the 2020 Term Loan and the Amendment, the Company capitalized related professional fees of $5.8 million as deferred loan costs. The Amended Credit Agreement contains customary events of default such as 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 29, 2022, no prepayment was due under the terms and conditions of the Term Loan. In connection with the Amendment, the Company recognized a non-cash loss on early retirement of debt of $2.2 million in 2021 from the write-off of deferred loan costs and expense related to the original issuance discount associated with our 2020 Term Loan. Prior to the Refinancing Transactions in 2020, we repurchased principal on our Term Loan. The following table provides further detail regarding these repurchases (amounts in millions): Fiscal Year Ended January 30, 2021 February 1, 2020 Gross principal repurchased $ 23.9 $ 147.7 Reacquisition price of debt $ 16.0 $ 104.6 Net gain recognized $ 7.8 $ 42.3 In connection with the Refinancing Transactions in 2020, the Company recognized a non-cash loss on early retirement of debt of $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 $400.0 million of 6.00% senior secured notes which are due November 15, 2027 (the "Notes"), pursuant to an indenture, dated as of November 6, 2020 (the "Indenture"), with 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 6.00% per year, commencing on May 15, 2021. In connection with issuance of the Notes, the Company capitalized related professional fees of $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 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 40% of the aggregate principal amount of the Notes at a redemption price equal to 106% 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 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 five-year $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 $650 million to $1 billion. In connection with the amendment to the 2015 ABL Facility, the Company capitalized related professional fees of $2.8 million as deferred loan costs and wrote off $0.1 million in previously capitalized deferred loan costs. The 2015 ABL Facility was scheduled to mature on May 22, 2023. 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 (the "2020 ABL Facility"), among other things, extended the maturity of Academy, Ltd.’s asset-based revolving credit facility thereunder to November 6, 2025. In connection with the 2020 ABL Facility, the Company capitalized related professional fees of $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 29, 2022, we had outstanding letters of credit of approximately $21.4 million, of which $17.8 million were issued under the ABL Facility, and we had no borrowings outstanding under the ABL Facility, leaving the available borrowing capacity under the ABL Facility of $874.8 million. Borrowings under the ABL Facility bear interest, at our election, at either of (1) LIBOR plus a margin of 1.25% to 1.75%, or (2) a base rate equal to the highest of (a) the federal funds rate plus 0.50%, (b) JPMorgan Chase Bank, N.A.'s "prime rate", or (c) the one-month LIBOR rate plus 1.00%, plus a margin of 0.25% to 0.75%. The ABL Facility also provides a fee applicable to the unused commitments of 0.25%. The terms and conditions of the ABL Facility also require that we prepay outstanding loans under the ABL Facility under certain circumstances. As of January 29, 2022, 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 100% of the capital stock of Academy, Ltd. and its domestic subsidiaries and 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 100% of the capital stock of Academy and its domestic subsidiaries and 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 29, 2022. As of January 29, 2022, scheduled principal payments on our debt are as follows (amounts in thousands): Fiscal Year 2022 $ 3,000 2023 3,000 2024 3,000 2025 3,000 2026 3,000 Thereafter 682,750 Total $ 697,750 |
Derivative Financial Instrument
Derivative Financial Instruments | 12 Months Ended |
Jan. 29, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivative Financial Instruments | 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 $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. As a result, we reclassified approximately $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 three remaining outstanding interest rate swaps in full, which were scheduled to expire on various dates during 2021, for $4.1 million. We do not have any derivative financial instruments outstanding as of January 29, 2022 and January 30, 2021, respectively . For derivatives previously designated as hedging instruments, amounts included in AOCI were reclassified to interest expense in the same period during which the hedged transaction affected earnings, which is as interest expense was recorded on the underlying Term Loan. The impact of gains and losses related to interest rate swaps that were deferred into AOCI and subsequently reclassified into expense is as follows (amounts in thousands): Fiscal Year Ended January 29, 2022 January 30, 2021 February 1, 2020 Accumulated Other Comprehensive Income (Loss), beginning $ (3,324) $ (8,066) $ 8,448 Loss deferred into AOCI (net of tax impact of $0, $350, and $0 for the years ended January 29, 2022, January 30, 2021 and February 1, 2020, respectively) — (6,303) (16,096) Increase (decrease) to interest expense (net of tax benefit (expense) of $980, $(1,000), and $0 for the years ended January 29, 2022, January 30, 2021 and February 1, 2020, respectively) 3,324 10,045 (418) Loss on swaps from debt refinancing in other (income) expense, net (net of tax impact of $0, $330, and $0 for the years ended January 29, 2022, January 30, 2021 and February 1, 2020, respectively) — 1,000 — Accumulated Other Comprehensive Loss, ending $ — $ (3,324) $ (8,066) |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jan. 29, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 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. 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 $401.0 million and $284.0 million as of January 29, 2022 and January 30, 2021, respectively. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Jan. 29, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consists of the following (amounts in thousands) as of: January 29, 2022 January 30, 2021 Leasehold improvements $ 456,918 $ 438,287 Equipment and software 602,289 561,333 Furniture and fixtures 336,679 319,764 Construction in progress 11,147 23,575 Land 3,698 3,699 Total property and equipment 1,410,731 1,346,658 Accumulated depreciation and amortization (1,064,895) (968,398) Property and equipment, net $ 345,836 $ 378,260 Depreciation expense was $105.3 million, $105.5 million and $117.3 million in 2021, 2020 and 2019, respectively, and is included in selling, general and administrative expenses on the consolidated statements of income. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Jan. 29, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (amounts in thousands) as of: January 29, 2022 January 30, 2021 Accrued interest $ 6,583 $ 7,684 Accrued personnel costs 115,073 113,032 Accrued professional fees 4,534 2,547 Accrued sales and use tax 13,054 14,980 Accrued self-insurance 15,824 13,471 Deferred revenue - gift cards and other 88,713 76,778 Income taxes payable 9,602 23,730 Property taxes 17,747 16,978 Sales return allowance 6,200 5,800 Other 25,877 16,351 Accrued expenses and other current liabilities $ 303,207 $ 291,351 |
Share-Based Compensation
Share-Based Compensation | 12 Months Ended |
Jan. 29, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Share-Based Compensation | 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 reserved a total of 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 29, 2022, there were 3,523,690 shares that were authorized and available for grant under the 2020 Omnibus Incentive Plan. On September 29, 2020, the ASO, Inc. Board of Directors adopted the 2020 Employee Stock Purchase Plan (the "ESPP"), which became effective on October 1, 2020. We have reserved a total of 2,000,000 shares and as of January 29, 2022, there were 1,885,546 shares authorized and available for future issuance under the ESPP. Equity compensation expense was $39.3 million in 2021, which includes approximately $24.9 million in non-cash expenses related to the 2021 Vesting Event, which occurred during the 2021 second quarter. Equity compensation expense was $31.6 million in 2020, including approximately $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 $7.9 million in 2019. These costs are included in selling, general and administrative expenses in the consolidated statements of income. As of January 29, 2022, unrecognized compensation cost related to Unit Options and Restricted Units of $22.1 million is expected to be recognized over a weighted average life of 3.0 years. The grant date fair value of Restricted Units vested was $24.4 million, $14.4 million and $0.3 million for 2021, 2020 and 2019, respectively. 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. ESPP Our ESPP allows eligible employees to contribute up to 15% of their eligible earnings toward the semi-annual purchase of the Company's shares of common stock at a discount of 15% of the closing stock price on the first or last day of the six-month offering period, whichever is lower. The number of shares reserved for issuance under the ESPP will be increased automatically on the first day of each fiscal year, beginning in fiscal year 2021, by a number equal to the lesser of (1) 1,000,000 shares of common stock, (2) 2.0% of the total number of all classes of the company's common stock outstanding on the last day of the immediately preceding fiscal year, or (3) a lower number of shares determined by the ASO, Inc. Board of Directors. Distribution On August 28, 2020, NAHC paid a $257.0 million, or $1.1257 per unit (or $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 $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 were entitled to receive value equal to $1.1257 per Award (or $3.5460 as converted using the Contribution Ratio), which was made in the form of cash payments, additional Restricted Unit grants or Unit Option exercise price adjustments. Cash payments due for unvested Awards were paid 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 $0.28 for 9,788,000 Unit Options (or $0.89 for 3,107,301 Stock Options, as converted); • Exercise price reductions of $1.12 for 1,746,594 Unit Options (or $3.53 for 554,474 Stock Options, as converted); • Additional Restricted Unit grants of 159,362 units (or 50,590 Liquidity Event Restricted Units, as converted); and • Cash payments for vested Unit Options and vested Restricted Units ("Share-Based Award Payments") of $32.2 million were paid in-full as of July 31, 2021. No further Share-Based Award Payments relative to the distribution are payable as of January 29, 2022. These exercise price adjustments did not increase the value of the Unit Options and no related additional equity compensation expense was incurred. 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 and Performance Options granted in 2021, 2020 and 2019: Fiscal Year Ended January 29, 2022 January 30, 2021 February 1, 2020 Expected life in years 6.2 6.2 6.2 Expected volatility 42% to 44% 53% to 55% 52% Weighted-average volatility 43.7% 53.1% 52.0% Risk-free interest rate 1.0% to 1.3% 0.4% to 0.8% 1.4% to 2.5% Dividend yield — — — Weighted-average grant date fair value - Service Options (1) $ 11.92 $ 8.49 $ 8.66 Weighted-average grant date fair value - Performance Options (1) $ — $ — $ 8.63 (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 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. There have been no Performance Options granted under the 2020 Omnibus Incentive Plan to date. Prior to the 2021 Vesting Event, the Company’s outstanding Performance Options typically vested ratably over a four-year period, after the conclusion of each fiscal year and upon our board of managers’ determination that the Company had achieved certain pre-determined annual earnings before interest, taxes, depreciation and amortization ("EBITDA") targets for such fiscal year. Unit Option activity is as follows: Service-Based Unit Options (1) Unit Options (2) Weighted Average Exercise Price (2) Weighted Average Remaining Contractual Life Aggregate Intrinsic Value (in thousands) Outstanding as of February 2, 2019 4,955,644 $ 12.03 5.7 $ 33,157 Granted or modified 1,385,760 16.60 Canceled or modified (191,103) 14.49 Forfeited (359,993) 16.47 Exercised — — $ — Outstanding as of February 1, 2020 5,790,308 $ 12.76 5.5 $ 28,855 Granted or modified 1,449,900 16.87 Canceled or modified (205,894) 14.23 Forfeited (327,836) 16.82 Exercised (423,696) 5.03 $ 6,066 Outstanding as of January 30, 2021 6,282,782 $ 13.53 5.5 $ 50,055 Granted or modified 915,017 27.41 Canceled or modified (1,499) 16.84 Forfeited (39,757) 23.19 Exercised (3,258,329) 10.62 $ 81,782 Outstanding as of January 29, 2022 (3) 3,898,214 $ 19.12 7.4 $ 72,345 Exercisable as of January 29, 2022 2,935,237 $ 16.99 6.8 $ 60,672 (1) The fair value of a membership unit (2) as of each period end was $18.62, $17.61, $21.50 and $37.66 for the fiscal years 2018, 2019, 2020 and 2021, respectively. (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 Aggregate Intrinsic Value (in thousands) Outstanding as of February 2, 2019 3,074,504 $ 9.01 4.1 $ 29,960 Granted or modified 423,948 16.60 Canceled or modified (72,609) 12.29 Forfeited (178,994) 16.60 Exercised — — $ — Outstanding as of February 1, 2020 3,246,849 $ 9.51 3.6 $ 26,838 Granted or modified — — Canceled or modified (97,480) 10.92 Forfeited (85,564) 16.45 Exercised (115,184) 4.65 $ 1,928 Outstanding as of January 30, 2021 2,948,621 $ 8.81 2.5 $ 37,422 Granted or modified — — Canceled or modified — — Forfeited (295,932) 16.72 Exercised (2,255,780) 6.42 $ 55,865 Outstanding as of January 29, 2022 (3) 396,909 $ 16.48 5.8 $ 8,406 Exercisable as of January 29, 2022 396,909 $ 16.48 5.8 $ 8,406 (1) The fair value of a membership unit (2) as of each period end was $18.62, $17.61, $21.50 and $37.66 for the fiscal years 2018, 2019, and 2020 and 2021, respectively. (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 2, 2019 18,211 $ 16.47 1,044,471 $ 17.36 — $ — Granted 12,070 16.57 45,265 16.57 — — Vested (18,210) 16.57 — — — — Forfeited — — (44,923) 16.70 — — Non-vested as of February 1, 2020 12,071 $ 16.57 1,044,813 $ 17.36 — $ — Granted 32,049 17.01 1,185,474 17.99 16,328 13.87 Vested (12,071) 16.58 (802,498) 17.64 — — Forfeited — — (88,459) 17.37 — — Non-vested as of January 30, 2021 32,049 $ 17.01 1,339,330 $ 17.74 16,328 $ 13.87 Granted 358,960 36.64 — — 196,056 27.41 Vested (33,389) 17.34 (1,339,330) 17.74 (4,079) 13.87 Forfeited (18,741) 27.62 — — (4,387) 30.07 Non-vested as of January 29, 2022 338,879 $ 37.18 — $ — 203,918 $ 26.54 (1) See Retrospective Presentation of Ownership Exchange in Note 2. The Company’s outstanding and unvested Service Restricted Units typically vest either (i) 100% on the first anniversary of the grant date, or, if earlier, the business day immediately preceding the following annual meeting of stockholders, or (ii) over a four-year period at rates of 25%, 25%, 25% and 25% on the 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. 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 25% on the first anniversary of the grant date and 75% on the second anniversary of the grant date. |
Earnings per Common Share
Earnings per Common Share | 12 Months Ended |
Jan. 29, 2022 | |
Earnings Per Share [Abstract] | |
Earnings per Common Share | 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 weighted average common shares outstanding and basic and diluted earnings per common share are calculated as follows (amounts in thousands except per share amounts): Fiscal Year Ended January 29, 2022 January 30, 2021 February 1, 2020 Net income $ 671,381 $ 308,764 $ 120,043 Weighted average common shares outstanding - basic (1) 90,956 77,994 72,477 Dilutive effect of Service Restricted Units and Service Restricted Stock Units (1) 70 7 10 Dilutive effect of Performance Restricted Stock Units and Liquidity Event Restricted Units (1) 313 1,224 — Dilutive effect of Service Options (1) 2,300 773 917 Dilutive effect of Performance Unit Options and Performance Stock Options (1) 637 1,433 1,391 Dilutive effect of ESPP Shares 8 — — Weighted average common shares outstanding - diluted (1) 94,284 81,431 74,795 Earnings per common share - basic $ 7.38 $ 3.96 $ 1.66 Earnings per common share - diluted $ 7.12 $ 3.79 $ 1.60 Anti-dilutive stock-based awards excluded from diluted calculation (1) 24 349 582 (1) See Retrospective Presentation of Ownership Exchange in Note 2 |
Income Taxes
Income Taxes | 12 Months Ended |
Jan. 29, 2022 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 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 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 $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, $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 cumulative adjustment to additional paid-in capital for 2020 equal to $141.9 million, as reflected in the statement of stockholders' equity. Effective January 31, 2021, NAHC discontinued partnership treatment for tax purposes. As a result, our deferred tax liability was no longer measured by reference to membership units in NAHC and instead was measured by reference to the underlying assets and liabilities of our operations. No change in the total reported deferred tax liability occurred as a result of the change in tax structure. The Coronavirus Aid, Relief, and Economic Security Act ("CARES Act") was enacted in the U.S. on March 27, 2020, the Consolidated Appropriations Act of 2021 was enacted on December 27, 2020 and the American Rescue Plan Act of 2021 was enacted on March 11, 2021. These legislative actions did not significantly impact our full year effective tax rate in fiscal 2020 or 2021. The income tax provision consists of the following (amounts in thousands) as of: Fiscal Year Ended January 29, 2022 January 30, 2021 February 1, 2020 Current expense: Federal $ 93,373 $ 23,403 $ — State 15,270 6,231 2,501 Foreign 26 21 19 Total current expense 108,669 29,655 2,520 Deferred expense (benefit): Federal 69,353 170 — State 10,139 529 318 Foreign (2) 2 (21) Total deferred expense 79,490 701 297 Income tax expense $ 188,159 $ 30,356 $ 2,817 A reconciliation of the statutory U.S. federal income tax rate to our effective income tax rate is as follows: Fiscal Year Ended January 29, 2022 January 30, 2021 February 1, 2020 Federal income tax at the statutory rate 21.0 % 21.0 % 21.0 % State income tax, net of federal benefit 2.6 1.7 2.3 Effect of pre-IPO pass-through income allocated to our members — (13.7) (21.4) Nondeductible excess compensation 1.3 — — Excess tax benefit for share-based compensation (2.6) 0.0 0.4 Effect of other permanent items (0.4) 0.0 0.0 Effective income tax rate 21.9 % 9.0 % 2.3 % The effective tax rate for periods ending January 30, 2021 and February 1, 2020 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. NAHC continued to operate as a tax partnership through January 30, 2021. Effective January 31, 2021, NAHC discontinued partnership treatment for tax purposes. As a result, our deferred tax liability was no longer measured by reference to membership units in NAHC and instead was measured by reference to the underlying assets and liabilities of our operations. No change in the total reported deferred tax liability occurred as a result of the change in tax structure. Components of deferred tax assets and liabilities consist of the following (amounts in thousands) as of: January 29, 2022 January 30, 2021 Deferred tax assets: Accounts receivable $ 274 $ — Accrued liabilities and reserves 24,227 — Equity compensation 8,848 — Other — — Total deferred tax assets 33,349 — Deferred tax liabilities: Inventory (36,108) — Prepaid items (7,505) — Property and equipment (25,720) — Intangible assets (180,891) — Other (337) (345) Investment in NAHC — (138,358) Total deferred tax liabilities (250,561) (138,703) Net deferred tax liability $ (217,212) $ (138,703) Management evaluates the realizability of the deferred tax assets and the need for additional valuation allowances annually. As of January 29, 2022, 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. |
Leases
Leases | 12 Months Ended |
Jan. 29, 2022 | |
Leases [Abstract] | |
Leases | 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 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 29, 2022, 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 $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 46 lease extensions requiring lease modification accounting treatment. There were no lease expense credits or extensions requiring lease modification accounting treatment related to COVID-19 during the year ended January 29, 2022. 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 January 29, 2022 January 30, 2021 Operating lease expense $ 197,321 $ 196,794 Short-term lease expense — — Variable lease expense 7,757 5,410 Sublease income (486) (756) Net lease expense $ 204,592 $ 201,448 Information about our operating leases is as follows (dollar amounts in thousands): Fiscal Year Ended January 29, 2022 January 30, 2021 Right-of-use assets obtained in exchange for new operating lease liabilities $ 26,253 $ 86,782 Cash paid for amounts included in the measurement of operating lease liabilities $ 203,554 $ 179,723 January 29, 2022 January 30, 2021 Weighted-average remaining lease term in years 10.2 11.0 Weighted-average incremental borrowing rate 9.0 % 9.1 % 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 29, 2022 are as follows (amounts in thousands): 2022 $ 198,725 2023 192,775 2024 184,030 2025 177,496 2026 169,563 After 2026 902,083 Total lease payments (1) 1,824,672 Less: Interest (663,928) Present value of lease liabilities $ 1,160,744 (1) Minimum lease payments have not been reduced by sublease rentals of $1.1 million due in the future under non-cancelable subleases. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jan. 29, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 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 provided advisory, consulting and financial services to us. In accordance with the terms of the Monitoring Agreement, we paid an aggregate annual advisory fee which increased by 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. Upon the completion of the IPO, in the third quarter of 2020 the Monitoring Agreement terminated and we recognized the final termination fee of $12.3 million. The termination fee was 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 $14.8 million and $3.6 million in 2020 and 2019, 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 $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 $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, and entered into the 2020 ABL Facility. The Company paid $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, May 5, 2021, and September 14, 2021, in connection with the Secondary Offering, the May 2021 Secondary Offering, and the September 2021 Secondary Offering, respectively, the Company entered into Underwriting Agreements with affiliates of KKR (as selling stockholders), the several other selling stockholders named therein, and the several underwriters named therein, including KCM (as underwriter). The Secondary Offering, May 2021 Secondary Offering, and September 2021 Secondary Offering were completed on February 1, 2021, May 10, 2021, and September 17, 2021, respectively. The Company did not pay KCM any fees in connection with these secondary offerings. In connection with the September 2021 Secondary Offering and the May 2021 Secondary Offering, we repurchased from the underwriters (1) 4,500,000 shares of ASO, Inc. common stock at approximately $43.52 for approximately $195.8 million and (2) 3,229,974 shares of ASO, Inc. common stock at $30.96 per share for approximately $100.0 million. The shares repurchased were immediately retired by the Company (see Note 1). Additionally, KKR has ownership interest in a broad range of portfolio companies and we may have entered 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. Upon completion of the September 2021 Secondary Offering, KKR no longer holds an ownership interest in the Company. Fidelity Investments Institutional Operations Company, LLC ("Fidelity") provides the Company with plan administration services on its 401(k) Plan and stock compensation programs (including the Company's Employee Stock Purchase Program). The Company incurred expenses of approximately $0.2 million from Fidelity during the fiscal year ended January 29, 2022, which are included in selling, general and administrative expenses in the consolidated statements of income. Fidelity is an affiliate of FMR LLC, which reported beneficial ownership of shares representing approximately 12.9% of the Company's common stock as of January 29, 2022. Investments in Managers For the fiscal year ended February 1, 2020, executives and directors of the Company made cash purchases of Redeemable Membership Units in Managers for approximately $0.1 million. 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 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 $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 $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. Managers was dissolved and its assets were distributed to its members on December 23, 2020. 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 $4.0 million with a note receivable issued to a member of NAHC. The note receivable bore semi-annual compounding interest at 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 $4.1 million with a note receivable issued to a member of NAHC. The note receivable bore semi-annual compounding interest at 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 $257.0 million (see Note 9). Of the $257.0 million, $8.5 million was used to offset and satisfy the remaining balances of the notes receivable and related interest receivable from a member of NAHC. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jan. 29, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Technology Related Commitments and Other As of January 29, 2022, we have obligations under technology-related, construction and other contractual commitments in the amount of $22.6 million. Of such commitments, approximately $14.3 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 commercial liability. Reserves have been established that we believe to be adequate based on our current evaluations and experience in these types of claim situations. However, the ultimate outcome of these cases cannot be determined at this time. We believe, taking into consideration our indemnities, 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 |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Jan. 29, 2022 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plans | 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 75% of their eligible compensation on a pretax basis to the 401(k) Plan, subject to Internal Revenue Service limitations. We match 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 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 $15.6 million, $13.2 million and $12.4 million in 2021, 2020 and 2019, respectively. |
Selected Quarterly Financial Da
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended |
Jan. 29, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Selected Quarterly Financial Data (Unaudited) | Selected Quarterly Financial Data (Unaudited) The summarized quarterly financial information for the fiscal years ended 2021 and 2020 are reflected in the table below (in thousands, except earnings per share data): 1st 2nd 3rd 4th (amounts in thousands) Quarter Quarter Quarter Quarter 2021: Net sales $ 1,580,333 $ 1,791,530 $ 1,592,795 $ 1,808,470 Gross margin 563,701 642,496 560,838 584,060 Operating income 239,074 254,558 216,113 198,202 Loss on early retirement of debt, net — 2,239 — — Net income $ 177,796 $ 190,510 $ 161,305 $ 141,770 Earnings (loss) per common share: Basic $ 1.93 $ 2.06 $ 1.77 $ 1.61 Diluted $ 1.84 $ 1.99 $ 1.72 $ 1.57 Weighted average common shares outstanding: Basic 92,088 92,627 91,140 87,970 Diluted 96,472 95,891 93,844 90,475 2020: Net sales $ 1,136,301 $ 1,606,420 $ 1,349,076 $ 1,597,436 Gross margin 297,945 496,501 440,511 499,088 Operating income 14,022 183,788 81,556 141,032 (Gain) loss on early retirement of debt, net — (7,831) — 4,249 Net income (loss) $ (10,020) $ 167,676 $ 59,586 $ 91,522 Earnings (loss) per common share: Basic (1) $ (0.14) $ 2.31 $ 0.78 $ 1.01 Diluted (1) $ (0.14) $ 2.25 $ 0.74 $ 0.97 Weighted average common shares outstanding: Basic (1) 72,474 72,478 76,771 90,253 Diluted (1) 72,474 74,439 80,714 94,377 (1) See Retrospective Presentation of Ownership Exchange in Note 2. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jan. 29, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Our management evaluated events or transactions that occurred after January 29, 2022 through March 29, 2022 the issuance date of the consolidated financial statements, and identified the following matter to report: On March 3, 2022, the Company's Board of Directors declared a quarterly cash dividend in the amount of $0.075 per share on the Company's common stock, payable on April 14, 2022 to stockholders of record as of the close of business on March 17, 2022. |
Schedule II Valuation and Quali
Schedule II Valuation and Qualifying Accounts | 12 Months Ended |
Jan. 29, 2022 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
Schedule II Valuation and Qualifying Accounts | Balance at beginning of period Charged to costs and expenses Deductions Balance at end of period January 29, 2022: Allowance for doubtful accounts $ 1,172 $ 74 (5) $ (514) (1) $ 732 Sales return allowance 5,800 13,200 (2) (12,800) (2) 6,200 Inventory shrink adjustments 8,504 74,441 (71,249) (3) 11,696 Self-insurance reserves 22,065 72,313 (69,869) (4) 24,509 January 30, 2021: Allowance for doubtful accounts $ 3,275 $ (205) $ (1,898) (1) $ 1,172 Sales return allowance 5,500 11,300 (2) (11,000) (2) 5,800 Inventory shrink adjustments 12,891 76,990 (81,377) (3) 8,504 Self-insurance reserves 22,429 61,920 (62,284) (4) 22,065 February 1, 2020: Allowance for doubtful accounts $ 3,008 $ 499 $ (232) (1) $ 3,275 Sales return allowance 5,800 9,400 (2) (9,700) (2) 5,500 Inventory shrink adjustments 19,271 62,975 (69,355) (3) 12,891 Self-insurance reserves 22,807 61,220 (61,598) (4) 22,429 (1) Represents write-offs to the reserve. (2) Represents the monthly increase (decrease) in the required reserve based on the Company's evaluation of anticipated merchandise returns. (3) Represents the actual inventory shrinkage experienced at the time of physical inventories. (4) Represents claim payments for self-insured claims. (5) The reduction represents net collections on previously written-off balances. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jan. 29, 2022 | |
Accounting Policies [Abstract] | |
Fiscal Year | The Company’s fiscal year represents the 52 or 53 weeks ending on the Saturday closest to January 31 each year. References herein to 2021, 2020 and 2019 relate to the 52-week fiscal years ended January 29, 2022, January 30, 2021, and February 1, 2020, respectively. |
Basis of Presentation | These consolidated financial statements include the accounts of ASO, Inc. and its subsidiaries, NAHC, Academy Managing Co., LLC, Associated Investors, LLC, Academy, Ltd., the Company's operating company, and Academy International Limited. NAHC, Academy Managing Co., LLC, and Associated Investors, LLC are intermediate holding companies. All intercompany balances and transactions have been eliminated in consolidation. ASO Co-Invest Blocker Sub, L.P. and ASO Blocker Sub, L.P. were dissolved effective January 31, 2021. |
Principles of Consolidation | These consolidated financial statements include the accounts of ASO, Inc. and its subsidiaries, NAHC, Academy Managing Co., LLC, Associated Investors, LLC, Academy, Ltd., the Company's operating company, and Academy International Limited. NAHC, Academy Managing Co., LLC, and Associated Investors, LLC are intermediate holding companies. All intercompany balances and transactions have been eliminated in consolidation. ASO Co-Invest Blocker Sub, L.P. and ASO Blocker Sub, L.P. were dissolved effective January 31, 2021. |
Use of Estimates in the Preparation of Financial Statements | 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 the possibility of additional unforeseen effects from the COVID-19 pandemic, these estimates are becoming more challenging, and actual results could differ materially from our estimates. |
Reclassifications | Within the merchandise division sales table presented in Note 3, certain products and categories were recategorized amongst various categories and divisions, respectively, during 2021 to better align with our current merchandising strategy and view of the business. As a result, we have reclassified sales between divisions for 2020 and 2019 for comparability purposes. This reclassification is in divisional presentation only and did not impact the overall net sales balances previously disclosed. |
Cash and Cash Equivalents | 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 | Financial instruments are comprised of cash and cash equivalents, accounts receivable, accounts payable, certain accrued liabilities 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 have also historically entered into derivative interest rate swaps to reduce the risk that our earnings and cash flows will be affected by changes in interest rates on our debt. The fair value of debt is influenced by fluctuations in market conditions for interest rates (see Note 6). |
Accounts Receivable | 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. 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 believe that the financial risks associated with these financial instruments are minimal. We purchase merchandise inventories from approximately 1,200 vendors. In 2021, 2020 and 2019, purchases from our largest vendor represented approximately 11%, 12% and 14% 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 29, 2022 or January 30, 2021. 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 | 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 record an inventory reserve for the estimated shrinkage between physical inventories on a store-by-store basis. We generally perform a full physical inventory count for each store at least once a year, throughout the year, after which our shrinkage accrual rate for each store is updated based on historical results. For vendor allowances based on contractual provisions, we develop accrual rates as determined by the agreements, which are typically linked to purchase volumes. Other non-contractual vendor allowances received are applied upon receipt. 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. The application of the LIFO inventory method did not result in any LIFO charges or credits affecting cost of sales in 2021, 2020 or 2019. |
Property and Equipment | 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 2–5 years Other equipment 5–10 years Furniture and fixtures 7–10 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. |
Capitalized Computer Software Costs | 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. |
Capitalized Interest | We capitalized interest primarily related to construction of new stores, store renovations, distribution centers and IT projects in the amount of $0.4 million, $0.6 million and $0.6 million in 2021, 2020 and 2019, respectively. Interest expense, net on the consolidated statement of income is shown net of capitalized interest. |
Impairment of Long-Lived Assets | We review the carrying value of long-lived assets, including store 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, which is generally based on historical results. 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 calculated using discounted expected future cash flows. As a result of our assessment, we did not record an impairment of long-lived assets in 2021, 2020 and 2019. |
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 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 one segment with 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 2021 and 2020, we performed a qualitative assessment and determined a quantitative assessment was not necessary. |
Intangible Assets | Intangible assets primarily consists of the trade name "Academy Sports + Outdoors" (the "Trade Name"). 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 or whenever events or circumstances indicate that the carrying amount of the Trade Name may not be recoverable. The annual Trade Name 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 for the Trade Name. 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. 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 long-term sales over the expected remaining life of the intangible assets to estimate the royalty savings. This approach is dependent on a number of factors, including projections of long-term sales, royalty rates, discount rates and other variables. |
Deferred Loan Costs | 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 | 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). 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. |
Self-Insurance | 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 $1.2 billion of additional lease obligation and approximately $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 $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, 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 | 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 |
Cost of Goods Sold, Shipping and Handling Costs and Vendor Allowances | 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 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 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 | 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 | Advertising costs are expensed as incurred. |
Pre-Opening Expenses | 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. |
Equity Compensation | We account for equity compensation in accordance with Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") topic 718, Compensation-Stock Compensation |
Share Repurchases | On September 2, 2021, the Board of Directors of the Company authorized a share repurchase program (the "Share Repurchase Program") under which the Company may purchase up to $500 million of its outstanding shares during the three-year period ending September 2, 2024. Under the Share Repurchase Program, repurchases can be made using a variety of methods, which may include open market purchases, block trades, privately negotiated transactions and/or a non-discretionary trading plan, all in compliance with the rules of the SEC and other applicable legal requirements. The timing, manner, price and amount of any common share repurchases will be determined by the Company in its discretion and will depend on a variety of factors, including legal requirements, price and economic and market conditions. The Share Repurchase Program does not obligate the Company to acquire any particular number of common shares, and the program may be suspended, extended, modified or discontinued at any time. In 2021, we repurchased and concurrently retired 10,566,796 shares of ASO, Inc. common stock for an aggregate amount of $411.4 million, which includes purchases that were made pursuant to the Share Repurchase Program and those that were made prior to the Share Repurchase Program. As of January 29, 2022, approximately $188.6 million remained available for share repurchases pursuant to our Share Repurchase Program. The Company allocates the excess of the repurchase price over the par value of shares acquired to Retained Earnings and Additional Paid-in Capital. The portion allocated to Additional Paid-in Capital is determined by dividing the number of shares to be retired by the number of shares issued multiplied by the balance of Additional Paid-in Capital as of the retirement date. |
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 | 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 | 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 |
Recent Accounting Pronouncements | ASU 2019-12 Income Taxes (Topic 740) In December 2019, the FASB issued ASU 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes". ASU 2019-12 is effective for fiscal years and interim periods beginning after December 15, 2020. This update simplifies the accounting for income taxes by removing certain exceptions and amends existing guidance to improve consistent application. The Company adopted ASU 2019-12 on January 31, 2021 and it did not have a material impact on our financial position, results of operations or cash flows. |
Net Sales (Tables)
Net Sales (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Disaggregation of Revenue | The following table sets forth the approximate amount of sales (all of which are based in the U.S.) by merchandise divisions for the periods presented (amounts in thousands): Fiscal Year Ended January 29, 2022 January 30, 2021 February 1, 2020 Merchandise division sales (1) Outdoors $ 2,174,650 $ 1,968,514 $ 1,455,080 Sports and recreation 1,463,172 1,256,357 974,125 Apparel 1,810,345 1,390,519 1,358,906 Footwear 1,290,197 1,044,502 1,021,603 Total merchandise sales (2) 6,738,364 5,659,892 4,809,714 Other sales (3) 34,764 29,341 20,183 Net sales $ 6,773,128 $ 5,689,233 $ 4,829,897 (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 and 2019 for comparability purposes. This reclassification is in divisional presentation only and did not impact the overall net sales balances previously disclosed (see "Reclassifications" in Note 2). (2) E-commerce sales consisted of 9.3%, 10.4% and 5.1% of merchandise sales for 2021, 2020 and 2019, respectively. |
Reconciliation of Gift Card Liability | The following is a reconciliation of the gift card liability (amounts in thousands): Fiscal Year Ended January 29, 2022 January 30, 2021 February 1, 2020 Gift card liability, beginning balance $ 74,253 $ 67,993 $ 66,153 Issued 136,553 111,160 134,839 Redeemed (119,103) (100,678) (128,638) Recognized as breakage income (5,135) (4,222) (4,361) Gift card liability, ending balance $ 86,568 $ 74,253 $ 67,993 |
Long-Term Debt (Tables)
Long-Term Debt (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt | Our debt consisted of the following (amounts in thousands) as of: January 29, 2022 January 30, 2021 ABL Facility, due November 2025 $ — $ — Term Loan, due November 2027 297,750 400,000 Notes, due November 2027 400,000 400,000 Total debt 697,750 800,000 Less current maturities (3,000) (4,000) Less unamortized discount on Term Loan (2,463) (3,861) Less deferred loan costs (1) (8,702) (10,650) Long-term debt, net $ 683,585 $ 781,489 (1) Deferred loan costs are related to the Term Loan and Notes. Fiscal Year Ended January 30, 2021 February 1, 2020 Gross principal repurchased $ 23.9 $ 147.7 Reacquisition price of debt $ 16.0 $ 104.6 Net gain recognized $ 7.8 $ 42.3 |
Schedule of Debt Principal Payments | As of January 29, 2022, scheduled principal payments on our debt are as follows (amounts in thousands): Fiscal Year 2022 $ 3,000 2023 3,000 2024 3,000 2025 3,000 2026 3,000 Thereafter 682,750 Total $ 697,750 |
Derivative Financial Instrume_2
Derivative Financial Instruments (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Impact of Gains and Losses Related to Interest Rate Swaps | The impact of gains and losses related to interest rate swaps that were deferred into AOCI and subsequently reclassified into expense is as follows (amounts in thousands): Fiscal Year Ended January 29, 2022 January 30, 2021 February 1, 2020 Accumulated Other Comprehensive Income (Loss), beginning $ (3,324) $ (8,066) $ 8,448 Loss deferred into AOCI (net of tax impact of $0, $350, and $0 for the years ended January 29, 2022, January 30, 2021 and February 1, 2020, respectively) — (6,303) (16,096) Increase (decrease) to interest expense (net of tax benefit (expense) of $980, $(1,000), and $0 for the years ended January 29, 2022, January 30, 2021 and February 1, 2020, respectively) 3,324 10,045 (418) Loss on swaps from debt refinancing in other (income) expense, net (net of tax impact of $0, $330, and $0 for the years ended January 29, 2022, January 30, 2021 and February 1, 2020, respectively) — 1,000 — Accumulated Other Comprehensive Loss, ending $ — $ (3,324) $ (8,066) |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and equipment consists of the following (amounts in thousands) as of: January 29, 2022 January 30, 2021 Leasehold improvements $ 456,918 $ 438,287 Equipment and software 602,289 561,333 Furniture and fixtures 336,679 319,764 Construction in progress 11,147 23,575 Land 3,698 3,699 Total property and equipment 1,410,731 1,346,658 Accumulated depreciation and amortization (1,064,895) (968,398) Property and equipment, net $ 345,836 $ 378,260 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses and other current liabilities consist of the following (amounts in thousands) as of: January 29, 2022 January 30, 2021 Accrued interest $ 6,583 $ 7,684 Accrued personnel costs 115,073 113,032 Accrued professional fees 4,534 2,547 Accrued sales and use tax 13,054 14,980 Accrued self-insurance 15,824 13,471 Deferred revenue - gift cards and other 88,713 76,778 Income taxes payable 9,602 23,730 Property taxes 17,747 16,978 Sales return allowance 6,200 5,800 Other 25,877 16,351 Accrued expenses and other current liabilities $ 303,207 $ 291,351 |
Schedule of Other Current Liabilities | Accrued expenses and other current liabilities consist of the following (amounts in thousands) as of: January 29, 2022 January 30, 2021 Accrued interest $ 6,583 $ 7,684 Accrued personnel costs 115,073 113,032 Accrued professional fees 4,534 2,547 Accrued sales and use tax 13,054 14,980 Accrued self-insurance 15,824 13,471 Deferred revenue - gift cards and other 88,713 76,778 Income taxes payable 9,602 23,730 Property taxes 17,747 16,978 Sales return allowance 6,200 5,800 Other 25,877 16,351 Accrued expenses and other current liabilities $ 303,207 $ 291,351 |
Share-Based Compensation (Table
Share-Based Compensation (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Assumptions and Grant Date Fair Values for Options Granted | The following table presents the assumptions and grant date fair values for Service and Performance Options granted in 2021, 2020 and 2019: Fiscal Year Ended January 29, 2022 January 30, 2021 February 1, 2020 Expected life in years 6.2 6.2 6.2 Expected volatility 42% to 44% 53% to 55% 52% Weighted-average volatility 43.7% 53.1% 52.0% Risk-free interest rate 1.0% to 1.3% 0.4% to 0.8% 1.4% to 2.5% Dividend yield — — — Weighted-average grant date fair value - Service Options (1) $ 11.92 $ 8.49 $ 8.66 Weighted-average grant date fair value - Performance Options (1) $ — $ — $ 8.63 (1) See Retrospective Presentation of Ownership Exchange in Note 2. |
Unit Option Activity | Unit Option activity is as follows: Service-Based Unit Options (1) Unit Options (2) Weighted Average Exercise Price (2) Weighted Average Remaining Contractual Life Aggregate Intrinsic Value (in thousands) Outstanding as of February 2, 2019 4,955,644 $ 12.03 5.7 $ 33,157 Granted or modified 1,385,760 16.60 Canceled or modified (191,103) 14.49 Forfeited (359,993) 16.47 Exercised — — $ — Outstanding as of February 1, 2020 5,790,308 $ 12.76 5.5 $ 28,855 Granted or modified 1,449,900 16.87 Canceled or modified (205,894) 14.23 Forfeited (327,836) 16.82 Exercised (423,696) 5.03 $ 6,066 Outstanding as of January 30, 2021 6,282,782 $ 13.53 5.5 $ 50,055 Granted or modified 915,017 27.41 Canceled or modified (1,499) 16.84 Forfeited (39,757) 23.19 Exercised (3,258,329) 10.62 $ 81,782 Outstanding as of January 29, 2022 (3) 3,898,214 $ 19.12 7.4 $ 72,345 Exercisable as of January 29, 2022 2,935,237 $ 16.99 6.8 $ 60,672 (1) The fair value of a membership unit (2) as of each period end was $18.62, $17.61, $21.50 and $37.66 for the fiscal years 2018, 2019, 2020 and 2021, respectively. (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 Aggregate Intrinsic Value (in thousands) Outstanding as of February 2, 2019 3,074,504 $ 9.01 4.1 $ 29,960 Granted or modified 423,948 16.60 Canceled or modified (72,609) 12.29 Forfeited (178,994) 16.60 Exercised — — $ — Outstanding as of February 1, 2020 3,246,849 $ 9.51 3.6 $ 26,838 Granted or modified — — Canceled or modified (97,480) 10.92 Forfeited (85,564) 16.45 Exercised (115,184) 4.65 $ 1,928 Outstanding as of January 30, 2021 2,948,621 $ 8.81 2.5 $ 37,422 Granted or modified — — Canceled or modified — — Forfeited (295,932) 16.72 Exercised (2,255,780) 6.42 $ 55,865 Outstanding as of January 29, 2022 (3) 396,909 $ 16.48 5.8 $ 8,406 Exercisable as of January 29, 2022 396,909 $ 16.48 5.8 $ 8,406 (1) The fair value of a membership unit (2) as of each period end was $18.62, $17.61, $21.50 and $37.66 for the fiscal years 2018, 2019, and 2020 and 2021, respectively. (2) See Retrospective Presentation of Ownership Exchange in Note 2. |
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 2, 2019 18,211 $ 16.47 1,044,471 $ 17.36 — $ — Granted 12,070 16.57 45,265 16.57 — — Vested (18,210) 16.57 — — — — Forfeited — — (44,923) 16.70 — — Non-vested as of February 1, 2020 12,071 $ 16.57 1,044,813 $ 17.36 — $ — Granted 32,049 17.01 1,185,474 17.99 16,328 13.87 Vested (12,071) 16.58 (802,498) 17.64 — — Forfeited — — (88,459) 17.37 — — Non-vested as of January 30, 2021 32,049 $ 17.01 1,339,330 $ 17.74 16,328 $ 13.87 Granted 358,960 36.64 — — 196,056 27.41 Vested (33,389) 17.34 (1,339,330) 17.74 (4,079) 13.87 Forfeited (18,741) 27.62 — — (4,387) 30.07 Non-vested as of January 29, 2022 338,879 $ 37.18 — $ — 203,918 $ 26.54 (1) See Retrospective Presentation of Ownership Exchange in Note 2. |
Earnings per Common Share (Tabl
Earnings per Common Share (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Earnings Per Share [Abstract] | |
Earnings per Common Share | Basic and dilutive weighted average common shares outstanding and basic and diluted earnings per common share are calculated as follows (amounts in thousands except per share amounts): Fiscal Year Ended January 29, 2022 January 30, 2021 February 1, 2020 Net income $ 671,381 $ 308,764 $ 120,043 Weighted average common shares outstanding - basic (1) 90,956 77,994 72,477 Dilutive effect of Service Restricted Units and Service Restricted Stock Units (1) 70 7 10 Dilutive effect of Performance Restricted Stock Units and Liquidity Event Restricted Units (1) 313 1,224 — Dilutive effect of Service Options (1) 2,300 773 917 Dilutive effect of Performance Unit Options and Performance Stock Options (1) 637 1,433 1,391 Dilutive effect of ESPP Shares 8 — — Weighted average common shares outstanding - diluted (1) 94,284 81,431 74,795 Earnings per common share - basic $ 7.38 $ 3.96 $ 1.66 Earnings per common share - diluted $ 7.12 $ 3.79 $ 1.60 Anti-dilutive stock-based awards excluded from diluted calculation (1) 24 349 582 (1) See Retrospective Presentation of Ownership Exchange in Note 2 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Income Tax Disclosure [Abstract] | |
Schedule of Provision for Income Taxes | The income tax provision consists of the following (amounts in thousands) as of: Fiscal Year Ended January 29, 2022 January 30, 2021 February 1, 2020 Current expense: Federal $ 93,373 $ 23,403 $ — State 15,270 6,231 2,501 Foreign 26 21 19 Total current expense 108,669 29,655 2,520 Deferred expense (benefit): Federal 69,353 170 — State 10,139 529 318 Foreign (2) 2 (21) Total deferred expense 79,490 701 297 Income tax expense $ 188,159 $ 30,356 $ 2,817 |
Schedule of Effective Income Tax Rate Reconciliation | A reconciliation of the statutory U.S. federal income tax rate to our effective income tax rate is as follows: Fiscal Year Ended January 29, 2022 January 30, 2021 February 1, 2020 Federal income tax at the statutory rate 21.0 % 21.0 % 21.0 % State income tax, net of federal benefit 2.6 1.7 2.3 Effect of pre-IPO pass-through income allocated to our members — (13.7) (21.4) Nondeductible excess compensation 1.3 — — Excess tax benefit for share-based compensation (2.6) 0.0 0.4 Effect of other permanent items (0.4) 0.0 0.0 Effective income tax rate 21.9 % 9.0 % 2.3 % |
Schedule of Deferred Tax Assets and Liabilities | Components of deferred tax assets and liabilities consist of the following (amounts in thousands) as of: January 29, 2022 January 30, 2021 Deferred tax assets: Accounts receivable $ 274 $ — Accrued liabilities and reserves 24,227 — Equity compensation 8,848 — Other — — Total deferred tax assets 33,349 — Deferred tax liabilities: Inventory (36,108) — Prepaid items (7,505) — Property and equipment (25,720) — Intangible assets (180,891) — Other (337) (345) Investment in NAHC — (138,358) Total deferred tax liabilities (250,561) (138,703) Net deferred tax liability $ (217,212) $ (138,703) |
Leases (Tables)
Leases (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Leases [Abstract] | |
Components of Lease Expense and Sublease Income | 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 January 29, 2022 January 30, 2021 Operating lease expense $ 197,321 $ 196,794 Short-term lease expense — — Variable lease expense 7,757 5,410 Sublease income (486) (756) Net lease expense $ 204,592 $ 201,448 Information about our operating leases is as follows (dollar amounts in thousands): Fiscal Year Ended January 29, 2022 January 30, 2021 Right-of-use assets obtained in exchange for new operating lease liabilities $ 26,253 $ 86,782 Cash paid for amounts included in the measurement of operating lease liabilities $ 203,554 $ 179,723 January 29, 2022 January 30, 2021 Weighted-average remaining lease term in years 10.2 11.0 Weighted-average incremental borrowing rate 9.0 % 9.1 % |
Remaining Maturities of Lease Liabilities | The remaining maturities of lease liabilities by fiscal year as of January 29, 2022 are as follows (amounts in thousands): 2022 $ 198,725 2023 192,775 2024 184,030 2025 177,496 2026 169,563 After 2026 902,083 Total lease payments (1) 1,824,672 Less: Interest (663,928) Present value of lease liabilities $ 1,160,744 (1) Minimum lease payments have not been reduced by sublease rentals of $1.1 million due in the future under non-cancelable subleases. |
Selected Quarterly Financial _2
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended |
Jan. 29, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Quarterly Financial Information | The summarized quarterly financial information for the fiscal years ended 2021 and 2020 are reflected in the table below (in thousands, except earnings per share data): 1st 2nd 3rd 4th (amounts in thousands) Quarter Quarter Quarter Quarter 2021: Net sales $ 1,580,333 $ 1,791,530 $ 1,592,795 $ 1,808,470 Gross margin 563,701 642,496 560,838 584,060 Operating income 239,074 254,558 216,113 198,202 Loss on early retirement of debt, net — 2,239 — — Net income $ 177,796 $ 190,510 $ 161,305 $ 141,770 Earnings (loss) per common share: Basic $ 1.93 $ 2.06 $ 1.77 $ 1.61 Diluted $ 1.84 $ 1.99 $ 1.72 $ 1.57 Weighted average common shares outstanding: Basic 92,088 92,627 91,140 87,970 Diluted 96,472 95,891 93,844 90,475 2020: Net sales $ 1,136,301 $ 1,606,420 $ 1,349,076 $ 1,597,436 Gross margin 297,945 496,501 440,511 499,088 Operating income 14,022 183,788 81,556 141,032 (Gain) loss on early retirement of debt, net — (7,831) — 4,249 Net income (loss) $ (10,020) $ 167,676 $ 59,586 $ 91,522 Earnings (loss) per common share: Basic (1) $ (0.14) $ 2.31 $ 0.78 $ 1.01 Diluted (1) $ (0.14) $ 2.25 $ 0.74 $ 0.97 Weighted average common shares outstanding: Basic (1) 72,474 72,478 76,771 90,253 Diluted (1) 72,474 74,439 80,714 94,377 (1) See Retrospective Presentation of Ownership Exchange in Note 2. |
Nature of Operations (Details)
Nature of Operations (Details) | Sep. 17, 2021USD ($)$ / sharesshares | May 10, 2021USD ($)$ / sharesshares | Jan. 27, 2021USD ($)$ / sharesshares | Nov. 03, 2020USD ($)$ / sharesshares | Oct. 06, 2020USD ($)$ / sharesshares | Oct. 01, 2020 | Jul. 31, 2021USD ($) | Jan. 29, 2022USD ($)distributionCenterstatelocation$ / sharesshares | Jan. 30, 2021USD ($)$ / shares | Feb. 01, 2020USD ($) | |
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
Number of retail locations | location | 259 | ||||||||||
Number of states | state | 16 | ||||||||||
Number of distribution centers | distributionCenter | 3 | ||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||
Stock issuance costs | $ | $ 6,100,000 | ||||||||||
Conversion ratio | 3.15 | 3.15 | |||||||||
Repurchase of common stock for retirement (in shares) | shares | 4,500,000 | 3,229,974 | 10,566,796 | [1] | |||||||
Repurchase of common stock for retirement (in dollars per share) | $ / shares | $ 43.52 | $ 30.96 | |||||||||
Equity compensation | $ | $ 24,900,000 | $ 39,264,000 | $ 31,617,000 | $ 7,881,000 | |||||||
Taxes paid related to net share settlement of equity | $ | $ 15,400,000 | $ 15,418,000 | $ 0 | $ 0 | |||||||
Accelerated share-based award payments for equity-based compensation distributions | $ | $ 8,200,000 | ||||||||||
Majority Shareholder | |||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
Stock issuance costs | $ | $ 2,700,000 | ||||||||||
IPO | |||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
Number of shares issued in transaction (in shares) | shares | 15,625,000 | ||||||||||
Price per share (in dollars per share) | $ / shares | $ 12.22 | ||||||||||
Offering price, net of underwriting discounts (in dollars per share) | $ / shares | $ 13 | ||||||||||
Net proceeds from sale of stock | $ | $ 184,900,000 | ||||||||||
Over-Allotment Option | |||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
Number of shares issued in transaction (in shares) | shares | 2,100,000 | 1,800,000 | 1,807,495 | 2,343,750 | |||||||
Price per share (in dollars per share) | $ / shares | $ 12.22 | ||||||||||
Offering price, net of underwriting discounts (in dollars per share) | $ / shares | $ 13 | ||||||||||
Net proceeds from sale of stock | $ | $ 22,100,000 | ||||||||||
Period to purchase additional shares | 30 days | 30 days | |||||||||
Over-Allotment Option | Majority Shareholder | |||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
Stock issuance costs | $ | $ 300,000 | ||||||||||
Secondary Offering | |||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
Number of shares issued in transaction (in shares) | shares | 12,000,000 | ||||||||||
Price per share (in dollars per share) | $ / shares | $ 20.69 | ||||||||||
Net proceeds from sale of stock | $ | $ 0 | ||||||||||
May Secondary Offering | |||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
Number of shares issued in transaction (in shares) | shares | 14,000,000 | ||||||||||
Price per share (in dollars per share) | $ / shares | $ 30.96 | ||||||||||
Net proceeds from sale of stock | $ | $ 0 | ||||||||||
Repurchase of common stock for retirement (in dollars per share) | $ / shares | $ 30.96 | ||||||||||
September Secondary Offering | |||||||||||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | |||||||||||
Number of shares issued in transaction (in shares) | shares | 18,645,602 | ||||||||||
Price per share (in dollars per share) | $ / shares | $ 43.52 | ||||||||||
Net proceeds from sale of stock | $ | $ 0 | ||||||||||
Repurchase of common stock for retirement (in dollars per share) | $ / shares | $ 43.52 | ||||||||||
[1] | (1) See Retrospective Presentation of Ownership Exchange in Note 2. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Details) | Sep. 17, 2021USD ($)shares | Sep. 02, 2021USD ($) | May 10, 2021USD ($)shares | Jan. 19, 2021USD ($)swap | Oct. 06, 2020$ / shares | Oct. 01, 2020 | Nov. 02, 2019USD ($) | Jan. 29, 2022USD ($)segmentvendor$ / sharesshares | Jan. 30, 2021USD ($)$ / sharesshares | Feb. 01, 2020USD ($) | Nov. 03, 2020$ / shares | Feb. 03, 2019USD ($) | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Conversion ratio | 3.15 | 3.15 | |||||||||||
Common stock, par value (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||||||||
Common stock, authorized (in shares) | shares | 300,000,000 | 300,000,000 | |||||||||||
Effect of Reorganization Transactions and Reclassification of membership units with lapsed put rights | $ 14,900,000 | $ 2,977,000 | $ 14,929,000 | ||||||||||
Number of vendors | vendor | 1,200 | ||||||||||||
Capitalized computer software | $ 36,700,000 | 14,500,000 | 12,900,000 | ||||||||||
Capitalized interest | 400,000 | 600,000 | 600,000 | ||||||||||
Impairment of long-lived assets | $ 0 | 0 | 0 | ||||||||||
Number of operating segments | segment | 1 | ||||||||||||
Number of reporting units | segment | 1 | ||||||||||||
Goodwill impairment | $ 0 | 0 | 0 | ||||||||||
Lease obligation | 1,160,744,000 | ||||||||||||
Right of use assets | 1,079,546,000 | 1,143,699,000 | |||||||||||
Retained earnings | 1,268,060,000 | 987,168,000 | |||||||||||
Advertising expense | 151,200,000 | 122,800,000 | 142,300,000 | ||||||||||
Pre-opening expenses | $ 200,000 | $ 0 | $ 3,200,000 | ||||||||||
Authorized amount of stock repurchase (in shares) | $ 500,000,000 | ||||||||||||
Share repurchase program, period | 3 years | ||||||||||||
Repurchase of common stock for retirement (in shares) | shares | 4,500,000 | 3,229,974 | 10,566,796 | [1] | |||||||||
Repurchase of common stock for retirement | $ 195,800,000 | $ 100,000,000 | $ 411,409,000 | ||||||||||
Share repurchase program, remaining authorized repurchase amount | $ 188,600,000 | ||||||||||||
Number of reportable segments | segment | 1 | ||||||||||||
Cumulative Effect, Period of Adoption, Adjustment | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Lease obligation | $ 1,200,000,000 | ||||||||||||
Right of use assets | 1,200,000,000 | ||||||||||||
Retained earnings | $ 5,100,000 | ||||||||||||
Interest rate swaps | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Number of instruments settled | swap | 3 | ||||||||||||
Derivatives settled | $ 4,100,000 | ||||||||||||
Software and computer equipment | Minimum | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Property and equipment, useful life | 2 years | ||||||||||||
Software and computer equipment | Maximum | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Property and equipment, useful life | 5 years | ||||||||||||
Other equipment | Minimum | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Property and equipment, useful life | 5 years | ||||||||||||
Other equipment | Maximum | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Property and equipment, useful life | 10 years | ||||||||||||
Furniture and fixtures | Minimum | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Property and equipment, useful life | 7 years | ||||||||||||
Furniture and fixtures | Maximum | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Property and equipment, useful life | 10 years | ||||||||||||
Inventory Purchases | Supplier Concentration Risk | One Largest Supplier | |||||||||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||||||||
Concentration risk percentage | 11.00% | 12.00% | 14.00% | ||||||||||
[1] | (1) See Retrospective Presentation of Ownership Exchange in Note 2. |
Net Sales - Disaggregation of R
Net Sales - Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Jan. 29, 2022 | Oct. 30, 2021 | Jul. 31, 2021 | May 01, 2021 | Jan. 30, 2021 | Oct. 31, 2020 | Aug. 01, 2020 | May 02, 2020 | Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | $ 1,808,470 | $ 1,592,795 | $ 1,791,530 | $ 1,580,333 | $ 1,597,436 | $ 1,349,076 | $ 1,606,420 | $ 1,136,301 | $ 6,773,128 | $ 5,689,233 | $ 4,829,897 |
Customer Concentration Risk | Revenue from Contract with Customer Benchmark | E-Commerce | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Percentage of sales | 9.30% | 10.40% | 5.10% | ||||||||
Outdoors | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | $ 2,174,650 | $ 1,968,514 | $ 1,455,080 | ||||||||
Sports and recreation | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 1,463,172 | 1,256,357 | 974,125 | ||||||||
Apparel | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 1,810,345 | 1,390,519 | 1,358,906 | ||||||||
Footwear | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 1,290,197 | 1,044,502 | 1,021,603 | ||||||||
Total Merchandise | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | 6,738,364 | 5,659,892 | 4,809,714 | ||||||||
Other sales | |||||||||||
Disaggregation of Revenue [Line Items] | |||||||||||
Net sales | $ 34,764 | $ 29,341 | $ 20,183 |
Net Sales - Gift Card Liability
Net Sales - Gift Card Liability (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Change in Contract with Customer, Liability [Roll Forward] | |||
Gift card liability, beginning balance | $ 74,253 | $ 67,993 | $ 66,153 |
Issued | 136,553 | 111,160 | 134,839 |
Gift card liability, ending balance | 86,568 | 74,253 | 67,993 |
Redeemed | |||
Change in Contract with Customer, Liability [Roll Forward] | |||
Redeemed and recognized as breakage income | (119,103) | (100,678) | (128,638) |
Recognized as breakage income | |||
Change in Contract with Customer, Liability [Roll Forward] | |||
Redeemed and recognized as breakage income | $ (5,135) | $ (4,222) | $ (4,361) |
Long-Term Debt - Schedule of Lo
Long-Term Debt - Schedule of Long-Term Debt (Details) - USD ($) $ in Thousands | May 25, 2021 | Nov. 06, 2020 | Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | May 22, 2018 |
Debt Instrument [Line Items] | ||||||
Total debt | $ 697,750 | $ 800,000 | ||||
Less current maturities | (3,000) | (4,000) | ||||
Less unamortized discount on Term Loan | (2,463) | (3,861) | ||||
Less deferred loan costs | (8,702) | (10,650) | ||||
Long-term debt, net | 683,585 | 781,489 | ||||
Amortization of terminated interest rate swaps, deferred loan and other costs | 5,524 | 5,516 | $ 3,717 | |||
Repayments of term loan | $ 1,431,400 | 102,250 | 1,461,072 | 122,819 | ||
Secured Debt | Term Loan, due November 2027 | ||||||
Debt Instrument [Line Items] | ||||||
Total debt | 297,750 | 400,000 | ||||
Secured Debt | 2020 Term Loan Facility | ||||||
Debt Instrument [Line Items] | ||||||
Less deferred loan costs | (5,800) | |||||
Repayments of term loan | $ 99,000 | |||||
Senior Notes | 2020 Senior Secured Notes | ||||||
Debt Instrument [Line Items] | ||||||
Total debt | 400,000 | 400,000 | ||||
Less deferred loan costs | (5,200) | |||||
Revolving Credit Facility | ABL Facility, due November 2025 | ||||||
Debt Instrument [Line Items] | ||||||
Total debt | 0 | 0 | ||||
Revolving Credit Facility | Line of Credit | ABL Facility, due November 2025 | ||||||
Debt Instrument [Line Items] | ||||||
Less deferred loan costs | $ (3,100) | $ (2,800) | ||||
Amortization of terminated interest rate swaps, deferred loan and other costs | 2,700 | 2,600 | 2,600 | |||
Accretion of original discount | 500 | 1,000 | $ 1,100 | |||
Revolving Credit Facility | Line of Credit | ABL Facility, due November 2025 | Other noncurrent assets | ||||||
Debt Instrument [Line Items] | ||||||
Less deferred loan costs | $ (4,300) | $ (5,500) |
Long-Term Debt - Term Loan (Det
Long-Term Debt - Term Loan (Details) - USD ($) | May 25, 2021 | May 24, 2021 | Nov. 06, 2020 | Jul. 02, 2015 | Jan. 29, 2022 | Oct. 30, 2021 | Jul. 31, 2021 | May 01, 2021 | Jan. 30, 2021 | Oct. 31, 2020 | Aug. 01, 2020 | May 02, 2020 | Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | May 22, 2018 |
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from Term Loan, net of discount | $ 0 | $ 396,000,000 | $ 0 | |||||||||||||
Debt discount | $ 2,463,000 | $ 3,861,000 | 2,463,000 | 3,861,000 | ||||||||||||
Deferred loan costs | 8,702,000 | 10,650,000 | 8,702,000 | 10,650,000 | ||||||||||||
Non-cash (gain) loss on early retirement of debt, net | $ 0 | $ 0 | $ 2,239,000 | $ 0 | 4,249,000 | $ 0 | $ (7,831,000) | $ 0 | $ 2,239,000 | (3,582,000) | (42,265,000) | |||||
Secured Debt | 2015 Term Loan Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt term | 7 years | |||||||||||||||
Debt face amount | $ 1,800,000,000 | |||||||||||||||
Proceeds from Term Loan, net of discount | 1,800,000,000 | |||||||||||||||
Debt discount | 9,100,000 | |||||||||||||||
Quarterly principal payments | $ 4,600,000 | |||||||||||||||
Non-cash (gain) loss on early retirement of debt, net | $ 4,200,000 | |||||||||||||||
Gross principal repurchased | 23,900,000 | 23,900,000 | 147,700,000 | |||||||||||||
Reacquisition price of debt | $ 16,000,000 | 16,000,000 | 104,600,000 | |||||||||||||
Net gain recognized | $ 7,800,000 | $ 42,300,000 | ||||||||||||||
Secured Debt | 2015 Term Loan Facility | LIBOR Rate | Variable Rate Component, One | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate floor | 1.00% | |||||||||||||||
Basis spread on variable rate | 4.00% | |||||||||||||||
Secured Debt | 2015 Term Loan Facility | LIBOR Rate | Variable Rate Component, Two | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 1.00% | |||||||||||||||
Secured Debt | 2015 Term Loan Facility | Federal funds rate | Variable Rate Component, Two | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 0.50% | |||||||||||||||
Secured Debt | 2015 Term Loan Facility | Base Rate | Variable Rate Component, Two | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 3.00% | |||||||||||||||
Secured Debt | 2020 Term Loan Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt term | 7 years | |||||||||||||||
Debt face amount | $ 400,000,000 | |||||||||||||||
Repayments of debt | $ 99,000,000 | |||||||||||||||
Borrowings outstanding | 300,000,000 | |||||||||||||||
Quarterly principal payments | $ 750,000 | 1,000,000 | ||||||||||||||
Weighted average interest rate | 4.50% | 4.50% | ||||||||||||||
Deferred loan costs | $ 5,800,000 | |||||||||||||||
Secured Debt | 2020 Term Loan Facility | LIBOR Rate | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 3.75% | 5.00% | ||||||||||||||
Secured Debt | 2020 Term Loan Facility | LIBOR Rate | Variable Rate Component, One | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Interest rate floor | 0.75% | |||||||||||||||
Basis spread on variable rate | 5.00% | |||||||||||||||
Secured Debt | 2020 Term Loan Facility | LIBOR Rate | Variable Rate Component, Two | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 1.00% | |||||||||||||||
Secured Debt | 2020 Term Loan Facility | Federal funds rate | Variable Rate Component, Two | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 0.50% | |||||||||||||||
Secured Debt | 2020 Term Loan Facility | Base Rate | Variable Rate Component, Two | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 4.00% | |||||||||||||||
Line of Credit | ABL Facility, due November 2025 | Revolving Credit Facility | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt term | 5 years | |||||||||||||||
Maximum borrowing capacity | $ 650,000,000 | $ 1,000,000,000 | ||||||||||||||
Borrowings outstanding | $ 0 | $ 0 | ||||||||||||||
Deferred loan costs | $ 3,100,000 | $ 2,800,000 | ||||||||||||||
Line of Credit | ABL Facility, due November 2025 | Revolving Credit Facility | LIBOR Rate | Variable Rate Component, Two | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 1.00% | |||||||||||||||
Line of Credit | ABL Facility, due November 2025 | Revolving Credit Facility | Federal funds rate | Variable Rate Component, Two | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Basis spread on variable rate | 0.50% |
Long-Term Debt - Notes (Details
Long-Term Debt - Notes (Details) - USD ($) | Nov. 06, 2020 | Jan. 29, 2022 | Jan. 30, 2021 |
Debt Instrument [Line Items] | |||
Deferred loan costs | $ 8,702,000 | $ 10,650,000 | |
2020 Senior Secured Notes | Senior Notes | |||
Debt Instrument [Line Items] | |||
Debt face amount | $ 400,000,000 | ||
Interest rate, stated percentage | 6.00% | ||
Deferred loan costs | $ 5,200,000 | ||
2020 Senior Secured Notes | Senior Notes | Debt Instrument, Redemption Option One | |||
Debt Instrument [Line Items] | |||
Redemption price, percentage | 100.00% | ||
2020 Senior Secured Notes | Senior Notes | Debt Instrument, Redemption Option Two | |||
Debt Instrument [Line Items] | |||
Redemption price, percentage | 106.00% | ||
Redemption price, percentage of principal amount redeemed | 40.00% | ||
2020 Senior Secured Notes | Senior Notes | Debt Instrument, Redemption Option Three | |||
Debt Instrument [Line Items] | |||
Redemption price, percentage | 101.00% |
Long-Term Debt - ABL Facility,
Long-Term Debt - ABL Facility, Liens and guarantees (Details) - USD ($) | May 25, 2021 | May 24, 2021 | Nov. 06, 2020 | May 22, 2018 | Jul. 02, 2015 | Jan. 29, 2022 | Jan. 30, 2021 |
Debt Instrument [Line Items] | |||||||
Deferred loan costs | $ 8,702,000 | $ 10,650,000 | |||||
Outstanding letters of credit | $ 21,400,000 | ||||||
Secured Debt | 2020 Term Loan Facility | |||||||
Debt Instrument [Line Items] | |||||||
Debt term | 7 years | ||||||
Deferred loan costs | $ 5,800,000 | ||||||
Borrowings outstanding | $ 300,000,000 | ||||||
Percent of capital stock pledged | 100.00% | ||||||
Percent of voting capital stock pledged | 66.00% | ||||||
Secured Debt | LIBOR Rate | 2020 Term Loan Facility | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 3.75% | 5.00% | |||||
Secured Debt | LIBOR Rate | 2020 Term Loan Facility | Variable Rate Component, One | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 5.00% | ||||||
Secured Debt | LIBOR Rate | 2020 Term Loan Facility | Variable Rate Component, Two | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.00% | ||||||
Secured Debt | Federal funds rate | 2020 Term Loan Facility | Variable Rate Component, Two | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 0.50% | ||||||
Secured Debt | Base Rate | 2020 Term Loan Facility | Variable Rate Component, Two | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 4.00% | ||||||
Revolving Credit Facility | Line of Credit | ABL Facility, due November 2025 | |||||||
Debt Instrument [Line Items] | |||||||
Debt term | 5 years | ||||||
Maximum borrowing capacity | $ 1,000,000,000 | $ 650,000,000 | |||||
Deferred loan costs | $ 3,100,000 | 2,800,000 | |||||
Write off of deferred loan costs | $ 100,000 | ||||||
Borrowings outstanding | $ 0 | ||||||
Remaining borrowing capacity | 874,800,000 | ||||||
Unused commitment fee, percentage | 0.25% | ||||||
Revolving Credit Facility | Line of Credit | LIBOR Rate | ABL Facility, due November 2025 | Variable Rate Component, Two | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.00% | ||||||
Revolving Credit Facility | Line of Credit | LIBOR Rate | Minimum | ABL Facility, due November 2025 | Variable Rate Component, One | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.25% | ||||||
Revolving Credit Facility | Line of Credit | LIBOR Rate | Maximum | ABL Facility, due November 2025 | Variable Rate Component, One | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 1.75% | ||||||
Revolving Credit Facility | Line of Credit | Federal funds rate | ABL Facility, due November 2025 | Variable Rate Component, Two | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 0.50% | ||||||
Revolving Credit Facility | Line of Credit | Base Rate | Minimum | ABL Facility, due November 2025 | Variable Rate Component, Two | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 0.25% | ||||||
Revolving Credit Facility | Line of Credit | Base Rate | Maximum | ABL Facility, due November 2025 | Variable Rate Component, Two | |||||||
Debt Instrument [Line Items] | |||||||
Basis spread on variable rate | 0.75% | ||||||
Letter of Credit | Line of Credit | ABL Facility, due November 2025 | |||||||
Debt Instrument [Line Items] | |||||||
Outstanding letters of credit | $ 17,800,000 |
Long-Term Debt - Schedule of Pr
Long-Term Debt - Schedule of Principal Payments (Details) - USD ($) $ in Thousands | Jan. 29, 2022 | Jan. 30, 2021 |
Debt Disclosure [Abstract] | ||
2022 | $ 3,000 | |
2023 | 3,000 | |
2024 | 3,000 | |
2025 | 3,000 | |
2026 | 3,000 | |
Thereafter | 682,750 | |
Total | $ 697,750 | $ 800,000 |
Derivative Financial Instrume_3
Derivative Financial Instruments - Narrative (Details) | Jan. 19, 2021USD ($)swap | Oct. 31, 2020USD ($) | Jan. 29, 2022USD ($) | Jan. 30, 2021USD ($) | Feb. 01, 2020USD ($) | Oct. 28, 2020USD ($) |
Derivative [Line Items] | ||||||
Loss on swaps from debt refinancing | $ 0 | $ (1,330,000) | $ 0 | |||
Interest rate swaps | ||||||
Derivative [Line Items] | ||||||
Loss on swaps from debt refinancing | $ 1,300,000 | |||||
Number of instruments settled | swap | 3 | |||||
Derivatives settled | $ 4,100,000 | |||||
Interest rate swaps | Not Designated as Hedging Instrument | ||||||
Derivative [Line Items] | ||||||
Notional Amount | $ 100,000,000 |
Derivative Financial Instrume_4
Derivative Financial Instruments - Impact of Gains and Losses Related to Interest Rate Swaps (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Derivative Instruments and Hedging Activities Disclosures [Line Items] | |||
Loss deferred into AOCI, tax | $ 0 | $ 350 | $ 0 |
Increase (decrease) to interest expense, tax | 980 | (1,000) | 0 |
Loss on swaps from debt refinancing, tax | 0 | 330 | 0 |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Partners' Equity, beginning balance | 988,219 | 857,039 | |
Loss deferred into AOCI | (6,303) | (16,096) | |
Recognized interest income on interest rate swaps | 3,324 | 10,045 | (418) |
Loss on swaps from debt refinancing in other (income) expense, net | 1,000 | ||
Stockholders'/partners' equity | 1,466,946 | 1,111,983 | |
Partners' Equity, ending balance | 988,219 | ||
Accumulated Other Comprehensive Income (Loss) | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Partners' Equity, beginning balance | (8,066) | 8,448 | |
Loss deferred into AOCI | (6,303) | (16,096) | |
Recognized interest income on interest rate swaps | 3,324 | 10,045 | (418) |
Loss on swaps from debt refinancing in other (income) expense, net | 1,000 | ||
Stockholders'/partners' equity | 0 | (3,324) | |
Partners' Equity, ending balance | (8,066) | ||
Accumulated Gain (Loss), Net, Cash Flow Hedge, Parent | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Loss deferred into AOCI | 0 | (6,303) | (16,096) |
Recognized interest income on interest rate swaps | 3,324 | 10,045 | (418) |
Loss on swaps from debt refinancing in other (income) expense, net | $ 0 | $ 1,000 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) - USD ($) $ in Millions | Jan. 29, 2022 | Jan. 30, 2021 |
Term Loan, due November 2027 | Secured Debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Borrowings, fair value | $ 700 | $ 800 |
Money Market Funds | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds | $ 401 | $ 284 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 1,410,731 | $ 1,346,658 | |
Accumulated depreciation and amortization | (1,064,895) | (968,398) | |
Property and equipment, net | 345,836 | 378,260 | |
Depreciation expense | 105,300 | 105,500 | $ 117,300 |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 456,918 | 438,287 | |
Equipment and software | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 602,289 | 561,333 | |
Furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 336,679 | 319,764 | |
Construction in progress | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | 11,147 | 23,575 | |
Land | |||
Property, Plant and Equipment [Line Items] | |||
Total property and equipment | $ 3,698 | $ 3,699 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Details) - USD ($) $ in Thousands | Jan. 29, 2022 | Jan. 30, 2021 |
Payables and Accruals [Abstract] | ||
Accrued interest | $ 6,583 | $ 7,684 |
Accrued personnel costs | 115,073 | 113,032 |
Accrued professional fees | 4,534 | 2,547 |
Accrued sales and use tax | 13,054 | 14,980 |
Accrued self-insurance | 15,824 | 13,471 |
Deferred revenue - gift cards and other | 88,713 | 76,778 |
Income taxes payable | 9,602 | 23,730 |
Property taxes | 17,747 | 16,978 |
Sales return allowance | 6,200 | 5,800 |
Other | 25,877 | 16,351 |
Accrued expenses and other current liabilities | $ 303,207 | $ 291,351 |
Share-Based Compensation - Addi
Share-Based Compensation - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 28, 2020 | Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | Oct. 01, 2020 | Feb. 02, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity compensation expense | $ 39,300 | $ 31,600 | $ 7,900 | |||
Distribution | $ 257,000 | 0 | 257,000 | 0 | ||
Distributions to unitholders (in dollars per share) | $ 1.1257 | |||||
Distributions to unitholders after conversion (in dollars per share) | $ 3.5460 | |||||
Cash used for distributions | $ 248,000 | |||||
Exercise Price Range, One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exercise price reduction after conversion (in dollars per share) | $ 0.89 | |||||
Stock options after conversion (in shares) | 3,107,301 | |||||
Exercise Price Range, Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exercise price reduction after conversion (in dollars per share) | $ 3.53 | |||||
Stock options after conversion (in shares) | 554,474 | |||||
Unit Options | Exercise Price Range, One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exercise price reduction (in dollars per share) | $ 0.28 | |||||
Unit options (in shares) | 9,788,000 | |||||
Unit Options | Exercise Price Range, Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exercise price reduction (in dollars per share) | $ 1.12 | |||||
Unit options (in shares) | 1,746,594 | |||||
Restricted Stock Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity compensation expense | 24,900 | 19,900 | ||||
Fair value of units vested | $ 24,400 | $ 14,400 | $ 300 | |||
Granted (in shares) | 159,362 | |||||
Liquidity Event Restricted Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 50,590 | 0 | 1,185,474 | 45,265 | ||
Unit Options And Restricted Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Equity compensation expense | $ 32,200 | |||||
Unrecognized compensation cost | $ 22,100 | |||||
Weighted average life remaining in years | 3 years | |||||
Service Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unit options (in shares) | 3,898,214 | 6,282,782 | 5,790,308 | 4,955,644 | ||
Award vesting period | 4 years | |||||
Performance options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Unit options (in shares) | 396,909 | 2,948,621 | 3,246,849 | 3,074,504 | ||
Award vesting period | 4 years | |||||
Service Restricted Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 358,960 | 32,049 | 12,070 | |||
Award vesting period | 4 years | |||||
Award vesting percentage | 100.00% | |||||
Service Restricted Units | Vesting Component One | Share-based Payment Arrangement, Tranche One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting percentage | 25.00% | |||||
Service Restricted Units | Vesting Component One | Share-based Payment Arrangement, Tranche Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting percentage | 25.00% | |||||
Service Restricted Units | Vesting Component One | Share-based Payment Arrangement, Tranche Three | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting percentage | 25.00% | |||||
Service Restricted Units | Vesting Component One | Share-based Payment Arrangement, Tranche Four | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting percentage | 25.00% | |||||
Performance Restricted Units | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Granted (in shares) | 196,056 | 16,328 | 0 | |||
Award vesting period | 4 years | |||||
Performance Restricted Units | Share-based Payment Arrangement, Tranche One | Key Team Members | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting percentage | 25.00% | |||||
Performance Restricted Units | Share-based Payment Arrangement, Tranche Two | Key Team Members | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting percentage | 75.00% | |||||
Performance Restricted Units | Vesting Component One | Share-based Payment Arrangement, Tranche One | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting percentage | 25.00% | |||||
Performance Restricted Units | Vesting Component One | Share-based Payment Arrangement, Tranche Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting percentage | 25.00% | |||||
Performance Restricted Units | Vesting Component One | Share-based Payment Arrangement, Tranche Three | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting percentage | 25.00% | |||||
Performance Restricted Units | Vesting Component One | Share-based Payment Arrangement, Tranche Four | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting percentage | 25.00% | |||||
Performance Restricted Units | Vesting Component Two | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Award vesting percentage | 100.00% | |||||
Period following change in control | 24 months | |||||
Employee Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for future issuance (in shares) | 2,000,000 | |||||
Authorized for grant (in shares) | 1,885,546 | |||||
Maximum percent of eligible earnings | 15.00% | |||||
Percent discount from closing stock price | 15.00% | |||||
Stock purchase plan offering period | 6 months | |||||
Number of additional shares allowable (in shares) | 1,000,000 | |||||
Maximum percentage of outstanding stock | 2.00% | |||||
2020 Share Incentive Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Common stock reserved for future issuance (in shares) | 5,150,000 | |||||
Authorized for grant (in shares) | 3,523,690 | |||||
Available for grant (in shares) | 3,523,690 |
Share-Based Compensation - Assu
Share-Based Compensation - Assumptions and Grant Date Fair Values for Options Granted (Details) - $ / shares | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Service Options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected life in years | 6 years 2 months 12 days | 6 years 2 months 12 days | 6 years 2 months 12 days |
Expected volatility, minimum | 42.00% | 53.00% | |
Expected volatility, maximum | 44.00% | 55.00% | |
Expected volatility | 52.00% | ||
Weighted-average volatility | 43.70% | 53.10% | 52.00% |
Risk-free interest rate, minimum | 1.00% | 0.40% | 1.40% |
Risk-free interest rate, maximum | 1.30% | 0.80% | 2.50% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Weighted average grant date fair value - options (in dollars per share) | $ 11.92 | $ 8.49 | $ 8.66 |
Performance options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Weighted average grant date fair value - options (in dollars per share) | $ 0 | $ 0 | $ 8.63 |
Share-Based Compensation - Opti
Share-Based Compensation - Option Activity (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | Feb. 02, 2019 | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||
Exercised (in shares) | [1] | (5,495,000) | (402,000) | ||
Service Options | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||
Outstanding beginning balance (in shares) | 6,282,782 | 5,790,308 | 4,955,644 | ||
Granted or modified (in shares) | 915,017 | 1,449,900 | 1,385,760 | ||
Cancelled or modified (in shares) | (1,499) | (205,894) | (191,103) | ||
Forfeited (in shares) | (39,757) | (327,836) | (359,993) | ||
Exercised (in shares) | (3,258,329) | (423,696) | 0 | ||
Outstanding ending balance (in shares) | 3,898,214 | 6,282,782 | 5,790,308 | 4,955,644 | |
Exercisable (in shares) | 2,935,237 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||||
Outstanding beginning balance, weighted average exercise price (in dollars per share) | $ 13.53 | $ 12,760 | $ 12,030 | ||
Granted or modified, weighted average exercise price (in dollars per share) | 27.41 | 16.87 | 16,600 | ||
Cancelled or modified, weighted average exercise price (in dollars per share) | 16.84 | 14.23 | 14,490 | ||
Forfeited, weighted average exercise price (in dollars per share) | 23.19 | 16.82 | 16,470 | ||
Exercised, weighted average exercise price (in dollars per share) | 10.62 | 5.03 | 0 | ||
Outstanding ending balance, weighted average exercise price (in dollars per share) | 19.12 | $ 13.53 | $ 12,760 | $ 12,030 | |
Exercisable, weighted average exercise price (in dollars per share) | $ 16.99 | ||||
Weighted Average Remaining Contractual Life (in years) | 7 years 4 months 24 days | 5 years 6 months | 5 years 6 months | 5 years 8 months 12 days | |
Weighted Average Remaining Contractual Life, Exercisable (in years) | 6 years 9 months 18 days | ||||
Aggregate Intrinsic Value | $ 72,345 | $ 50,055 | $ 28,855 | $ 33,157 | |
Aggregate Intrinsic Value, Exercised | 81,782 | $ 6,066 | $ 0 | ||
Aggregate Intrinsic Value, Exercisable | $ 60,672 | ||||
Performance options | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |||||
Outstanding beginning balance (in shares) | 2,948,621 | 3,246,849 | 3,074,504 | ||
Granted or modified (in shares) | 0 | 0 | 423,948 | ||
Cancelled or modified (in shares) | 0 | (97,480) | (72,609) | ||
Forfeited (in shares) | (295,932) | (85,564) | (178,994) | ||
Exercised (in shares) | (2,255,780) | (115,184) | 0 | ||
Outstanding ending balance (in shares) | 396,909 | 2,948,621 | 3,246,849 | 3,074,504 | |
Exercisable (in shares) | 396,909 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||||
Outstanding beginning balance, weighted average exercise price (in dollars per share) | $ 8.81 | $ 9,510 | $ 9,010 | ||
Granted or modified, weighted average exercise price (in dollars per share) | 0 | 0 | 16,600 | ||
Cancelled or modified, weighted average exercise price (in dollars per share) | 0 | 10.92 | 12,290 | ||
Forfeited, weighted average exercise price (in dollars per share) | 16.72 | 16.45 | 16,600 | ||
Exercised, weighted average exercise price (in dollars per share) | 6.42 | 4.65 | 0 | ||
Outstanding ending balance, weighted average exercise price (in dollars per share) | 16.48 | $ 8.81 | $ 9,510 | $ 9,010 | |
Exercisable, weighted average exercise price (in dollars per share) | $ 16.48 | ||||
Weighted Average Remaining Contractual Life (in years) | 5 years 9 months 18 days | 2 years 6 months | 3 years 7 months 6 days | 4 years 1 month 6 days | |
Weighted Average Remaining Contractual Life, Exercisable (in years) | 5 years 9 months 18 days | ||||
Aggregate Intrinsic Value | $ 8,406 | $ 37,422 | $ 26,838 | $ 29,960 | |
Aggregate Intrinsic Value, Exercised | 55,865 | $ 1,928 | $ 0 | ||
Aggregate Intrinsic Value, Exercisable | $ 8,406 | ||||
Redeemable Membership Unit | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | |||||
Fair value (in dollars per share) | $ 37.66 | $ 21.50 | $ 17.61 | $ 18.62 | |
[1] | (1) See Retrospective Presentation of Ownership Exchange in Note 2. |
Share-Based Compensation - Rest
Share-Based Compensation - Restricted Unit Activity (Details) - $ / shares | Aug. 28, 2020 | Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 |
Service Restricted Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ||||
Non-vested beginning balance (in shares) | 32,049 | 12,071 | 18,211 | |
Granted (in shares) | 358,960 | 32,049 | 12,070 | |
Vested (in shares) | (33,389) | (12,071) | (18,210) | |
Forfeited (in shares) | (18,741) | 0 | 0 | |
Non-vested ending balance (in shares) | 338,879 | 32,049 | 12,071 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Non-vested beginning balance, weighted average grant date fair value (in dollars per share) | $ 17.01 | $ 16.57 | $ 16.47 | |
Granted, weighted average grant date fair value (in dollars per share) | 36.64 | 17.01 | 16.57 | |
Vested, weighted average grant date fair value (in dollars per share) | 17.34 | 16.58 | 16.57 | |
Forfeited, weighted average grant date fair value (in dollars per share) | 27.62 | 0 | 0 | |
Non-vested ending balance, weighted average grant date fair value (in dollars per share) | $ 37.18 | $ 17.01 | $ 16.57 | |
Liquidity Event Restricted Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ||||
Non-vested beginning balance (in shares) | 1,339,330 | 1,044,813 | 1,044,471 | |
Granted (in shares) | 50,590 | 0 | 1,185,474 | 45,265 |
Vested (in shares) | (1,339,330) | (802,498) | 0 | |
Forfeited (in shares) | 0 | (88,459) | (44,923) | |
Non-vested ending balance (in shares) | 0 | 1,339,330 | 1,044,813 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Non-vested beginning balance, weighted average grant date fair value (in dollars per share) | $ 17.74 | $ 17.36 | $ 17.36 | |
Granted, weighted average grant date fair value (in dollars per share) | 0 | 17.99 | 16.57 | |
Vested, weighted average grant date fair value (in dollars per share) | 17.74 | 17.64 | 0 | |
Forfeited, weighted average grant date fair value (in dollars per share) | 0 | 17.37 | 16.70 | |
Non-vested ending balance, weighted average grant date fair value (in dollars per share) | $ 0 | $ 17.74 | $ 17.36 | |
Performance Restricted Units | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding [Roll Forward] | ||||
Non-vested beginning balance (in shares) | 16,328 | 0 | 0 | |
Granted (in shares) | 196,056 | 16,328 | 0 | |
Vested (in shares) | (4,079) | 0 | 0 | |
Forfeited (in shares) | (4,387) | 0 | 0 | |
Non-vested ending balance (in shares) | 203,918 | 16,328 | 0 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | ||||
Non-vested beginning balance, weighted average grant date fair value (in dollars per share) | $ 13.87 | $ 0 | $ 0 | |
Granted, weighted average grant date fair value (in dollars per share) | 27.41 | 13.87 | 0 | |
Vested, weighted average grant date fair value (in dollars per share) | 13.87 | 0 | 0 | |
Forfeited, weighted average grant date fair value (in dollars per share) | 30.07 | 0 | 0 | |
Non-vested ending balance, weighted average grant date fair value (in dollars per share) | $ 26.54 | $ 13.87 | $ 0 |
Earnings per Common Share (Deta
Earnings per Common Share (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Jan. 29, 2022 | Oct. 30, 2021 | Jul. 31, 2021 | May 01, 2021 | Jan. 30, 2021 | Oct. 31, 2020 | Aug. 01, 2020 | May 02, 2020 | Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | ||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||||||||||
Net income | $ 141,770 | $ 161,305 | $ 190,510 | $ 177,796 | $ 91,522 | $ 59,586 | $ 167,676 | $ (10,020) | $ 671,381 | $ 308,764 | $ 120,043 | |||
Weighted average common shares outstanding - basic (in shares) | 87,970 | 91,140 | 92,627 | 92,088 | 90,253 | 76,771 | 72,478 | 72,474 | 90,956 | [1] | 77,994 | [1] | 72,477 | [1] |
Weighted average common shares outstanding - diluted (in shares) | 90,475 | 93,844 | 95,891 | 96,472 | 94,377 | 80,714 | 74,439 | 72,474 | 94,284 | [1] | 81,431 | [1] | 74,795 | [1] |
Earnings per common share - basic (in dollars per share) | $ 1.61 | $ 1.77 | $ 2.06 | $ 1.93 | $ 1.01 | $ 0.78 | $ 2.31 | $ (0.14) | $ 7.38 | [1] | $ 3.96 | [1] | $ 1.66 | [1] |
Earnings per common share - diluted (in dollars per share) | $ 1.57 | $ 1.72 | $ 1.99 | $ 1.84 | $ 0.97 | $ 0.74 | $ 2.25 | $ (0.14) | $ 7.12 | [1] | $ 3.79 | [1] | $ 1.60 | [1] |
Anti-dilutive stock-based awards excluded from diluted calculation (in shares) | 24 | 349 | 582 | |||||||||||
Service Restricted Units | ||||||||||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||||||||||
Dilutive effect of stock-based awards (in shares) | 70 | 7 | 10 | |||||||||||
Liquidation Event Restricted Units And Performance Restricted Units | ||||||||||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||||||||||
Dilutive effect of stock-based awards (in shares) | 313 | 1,224 | 0 | |||||||||||
Service Options | ||||||||||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||||||||||
Dilutive effect of stock-based awards (in shares) | 2,300 | 773 | 917 | |||||||||||
Performance Options | ||||||||||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||||||||||
Dilutive effect of stock-based awards (in shares) | 637 | 1,433 | 1,391 | |||||||||||
Employee Stock | ||||||||||||||
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items] | ||||||||||||||
Dilutive effect of stock-based awards (in shares) | 8 | 0 | 0 | |||||||||||
[1] | (1) See Retrospective Presentation of Ownership Exchange in Note 2. |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Details) - USD ($) | Oct. 06, 2020 | Jan. 30, 2021 | Jan. 29, 2022 |
Income Tax Contingency [Line Items] | |||
Net deferred tax liability position | $ 137,300,000 | $ 138,703,000 | $ 217,212,000 |
Income taxes payable | 4,600,000 | ||
Cumulative tax effect resulting from Reorganization Transactions | (141,909,000) | ||
Unrecognized tax benefits | $ 0 | ||
Additional Paid-In Capital | |||
Income Tax Contingency [Line Items] | |||
Cumulative tax effect resulting from Reorganization Transactions | $ 141,900,000 | $ (141,909,000) |
Income Taxes - Provision for In
Income Taxes - Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Current expense: | |||
Federal | $ 93,373 | $ 23,403 | $ 0 |
State | 15,270 | 6,231 | 2,501 |
Foreign | 26 | 21 | 19 |
Total current expense | 108,669 | 29,655 | 2,520 |
Deferred expense (benefit): | |||
Federal | 69,353 | 170 | 0 |
State | 10,139 | 529 | 318 |
Foreign | (2) | 2 | (21) |
Total deferred expense | 79,490 | 701 | 297 |
Income tax expense | $ 188,159 | $ 30,356 | $ 2,817 |
Income Taxes - Effective Income
Income Taxes - Effective Income Tax Rate Reconciliation (Details) | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Income Tax Disclosure [Abstract] | |||
Federal income tax at the statutory rate | 21.00% | 21.00% | 21.00% |
State income tax, net of federal benefit | 2.60% | 1.70% | 2.30% |
Effect of pre-IPO pass-through income allocated to our members | 0.00% | (13.70%) | (21.40%) |
Nondeductible excess compensation | 1.30% | 0.00% | 0.00% |
Excess tax benefit for share-based compensation | (2.60%) | 0.00% | 0.40% |
Effect of other permanent items | (0.40%) | 0.00% | 0.00% |
Effective income tax rate | 21.90% | 9.00% | 2.30% |
Income Taxes - Deferred Tax Ass
Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Jan. 29, 2022 | Jan. 30, 2021 |
Deferred tax assets: | ||
Accounts receivable | $ 274 | $ 0 |
Accrued liabilities and reserves | 24,227 | 0 |
Equity compensation | 8,848 | 0 |
Other | 0 | 0 |
Total deferred tax assets | 33,349 | 0 |
Deferred tax liabilities: | ||
Inventory | (36,108) | 0 |
Prepaid items | (7,505) | 0 |
Property and equipment | (25,720) | 0 |
Intangible assets | (180,891) | 0 |
Other | (337) | (345) |
Investment in NAHC | 0 | (138,358) |
Total deferred tax liabilities | (250,561) | (138,703) |
Net deferred tax liability | $ (217,212) | $ (138,703) |
Leases - Components of Lease Ex
Leases - Components of Lease Expense and Sublease Income (Details) | 12 Months Ended | |
Jan. 29, 2022USD ($)extension | Jan. 30, 2021USD ($)extension | |
Leases [Abstract] | ||
Renewal term | 5 years | |
Lease expense credit | $ 0 | $ 2,500,000 |
Number of extensions | extension | 0 | 46 |
Operating lease expense | $ 197,321,000 | $ 196,794,000 |
Short-term lease expense | 0 | 0 |
Variable lease expense | 7,757,000 | 5,410,000 |
Sublease income | (486,000) | (756,000) |
Net lease expense | $ 204,592,000 | $ 201,448,000 |
Leases - Information About Oper
Leases - Information About Operating Leases (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Jan. 29, 2022 | Jan. 30, 2021 | |
Leases [Abstract] | ||
Right-of-use assets obtained in exchange for new operating lease liabilities | $ 26,253 | $ 86,782 |
Cash paid for amounts included in the measurement of operating lease liabilities | $ 203,554 | $ 179,723 |
Weighted-average remaining lease term in years | 10 years 2 months 12 days | 11 years |
Weighted-average incremental borrowing rate | 9.00% | 9.10% |
Leases - Remaining Maturities o
Leases - Remaining Maturities of Lease Liabilities (Details) $ in Thousands | 12 Months Ended |
Jan. 29, 2022USD ($) | |
Leases [Abstract] | |
2022 | $ 198,725 |
2023 | 192,775 |
2024 | 184,030 |
2025 | 177,496 |
2026 | 169,563 |
After 2026 | 902,083 |
Total lease payments | 1,824,672 |
Less: Interest | (663,928) |
Present value of lease liabilities | 1,160,744 |
Sublease rentals | $ 1,100 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Sep. 17, 2021 | May 10, 2021 | Aug. 28, 2020 | Apr. 10, 2019 | Apr. 05, 2018 | Aug. 03, 2011 | Oct. 31, 2020 | Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | Nov. 06, 2020 | Nov. 03, 2020 | Oct. 06, 2020 | |
Related Party Transaction [Line Items] | ||||||||||||||
Repurchase of common stock for retirement (in shares) | 4,500,000 | 3,229,974 | 10,566,796 | [1] | ||||||||||
Repurchase of common stock for retirement (in dollars per share) | $ 43.52 | $ 30.96 | ||||||||||||
Repurchase of common stock for retirement | $ 195,800,000 | $ 100,000,000 | $ 411,409,000 | |||||||||||
Equity purchases | $ 0 | |||||||||||||
Distribution | $ 257,000,000 | 0 | 257,000,000 | $ 0 | ||||||||||
Note receivable from member | $ 0 | 8,125,000 | (3,988,000) | |||||||||||
FMR LLC | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Ownership percentage by affiliated entity | 12.90% | |||||||||||||
Monitoring Agreement, advisory fees | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Related party expense | 14,800,000 | 3,600,000 | ||||||||||||
Majority Shareholder | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Accrued underwriting expense | $ 2,500,000 | $ 300,000 | $ 2,700,000 | |||||||||||
Majority Shareholder | Monitoring Agreement, advisory fees | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Annual advisory fee increase | 5.00% | |||||||||||||
Contract termination fee | $ 12,300,000 | |||||||||||||
Affiliated Entity | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Expenses from transaction with related party | $ 200,000 | |||||||||||||
Executive Officer | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Repurchase of Redeemable Membership Units | 100,000 | |||||||||||||
Management | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Repurchase of Redeemable Membership Units | $ 37,000 | $ 500,000 | ||||||||||||
Member | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Interest rate | 2.50% | |||||||||||||
Note receivable from member | $ 8,500,000 | |||||||||||||
Member | Related Party, notes receivable | ||||||||||||||
Related Party Transaction [Line Items] | ||||||||||||||
Note receivable issued to member | $ 4,000,000 | $ 4,100,000 | ||||||||||||
Interest rate | 2.10% | |||||||||||||
[1] | (1) See Retrospective Presentation of Ownership Exchange in Note 2. |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 12 Months Ended |
Jan. 29, 2022USD ($) | |
Technology Related Commitments And Other | |
Long-term Purchase Commitment [Line Items] | |
Contractual commitment obligations | $ 22.6 |
Contractual commitment obligations, payable in next 12 months | 14.3 |
Sponsorship Agreement And Intellectual Property Commitments | |
Long-term Purchase Commitment [Line Items] | |
Contractual commitment obligations | 20.7 |
Contractual commitment obligations, payable in next 12 months | $ 7.7 |
Minimum | Sponsorship Agreement And Intellectual Property Commitments | |
Long-term Purchase Commitment [Line Items] | |
Agreement term | 1 year |
Maximum | Sponsorship Agreement And Intellectual Property Commitments | |
Long-term Purchase Commitment [Line Items] | |
Agreement term | 3 years |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Retirement Benefits [Abstract] | |||
Eligible compensation contribution, percent | 75.00% | ||
Employer matching contribution, percent of match | 100.00% | ||
Employer matching contribution, percent of employees' gross pay | 6.00% | ||
Contributions | $ 15.6 | $ 13.2 | $ 12.4 |
Selected Quarterly Financial _3
Selected Quarterly Financial Data (Unaudited) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||||||||||
Jan. 29, 2022 | Oct. 30, 2021 | Jul. 31, 2021 | May 01, 2021 | Jan. 30, 2021 | Oct. 31, 2020 | Aug. 01, 2020 | May 02, 2020 | Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | ||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||||
Net sales | $ 1,808,470 | $ 1,592,795 | $ 1,791,530 | $ 1,580,333 | $ 1,597,436 | $ 1,349,076 | $ 1,606,420 | $ 1,136,301 | $ 6,773,128 | $ 5,689,233 | $ 4,829,897 | |||
Gross margin | 584,060 | 560,838 | 642,496 | 563,701 | 499,088 | 440,511 | 496,501 | 297,945 | 2,351,095 | 1,734,045 | 1,431,154 | |||
Operating income | 198,202 | 216,113 | 254,558 | 239,074 | 141,032 | 81,556 | 183,788 | 14,022 | 907,947 | 420,398 | 179,421 | |||
(GAIN) LOSS ON EARLY RETIREMENT OF DEBT, NET | 0 | 0 | 2,239 | 0 | 4,249 | 0 | (7,831) | 0 | 2,239 | (3,582) | (42,265) | |||
Net income | $ 141,770 | $ 161,305 | $ 190,510 | $ 177,796 | $ 91,522 | $ 59,586 | $ 167,676 | $ (10,020) | $ 671,381 | $ 308,764 | $ 120,043 | |||
Earnings (loss) per common share: | ||||||||||||||
BASIC (in dollars per share) | $ 1.61 | $ 1.77 | $ 2.06 | $ 1.93 | $ 1.01 | $ 0.78 | $ 2.31 | $ (0.14) | $ 7.38 | [1] | $ 3.96 | [1] | $ 1.66 | [1] |
DILUTED (in dollars per share) | $ 1.57 | $ 1.72 | $ 1.99 | $ 1.84 | $ 0.97 | $ 0.74 | $ 2.25 | $ (0.14) | $ 7.12 | [1] | $ 3.79 | [1] | $ 1.60 | [1] |
Weighted average common shares outstanding: | ||||||||||||||
BASIC (in shares) | 87,970 | 91,140 | 92,627 | 92,088 | 90,253 | 76,771 | 72,478 | 72,474 | 90,956 | [1] | 77,994 | [1] | 72,477 | [1] |
DILUTED (in shares) | 90,475 | 93,844 | 95,891 | 96,472 | 94,377 | 80,714 | 74,439 | 72,474 | 94,284 | [1] | 81,431 | [1] | 74,795 | [1] |
[1] | (1) See Retrospective Presentation of Ownership Exchange in Note 2. |
Subsequent Events - Dividends D
Subsequent Events - Dividends Declared (Details) | Mar. 03, 2022$ / shares |
Subsequent Event | |
Subsequent Event [Line Items] | |
Quarterly cash dividend declared (in dollars per share) | $ 0.075 |
Schedule II Valuation and Qua_2
Schedule II Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Jan. 29, 2022 | Jan. 30, 2021 | Feb. 01, 2020 | |
Allowance for doubtful accounts | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | $ 1,172 | $ 3,275 | $ 3,008 |
Charged to costs and expenses | 74 | (205) | 499 |
Deductions | (514) | (1,898) | (232) |
Balance at end of period | 732 | 1,172 | 3,275 |
Sales return allowance | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | 5,800 | 5,500 | 5,800 |
Charged to costs and expenses | 13,200 | 11,300 | 9,400 |
Deductions | (12,800) | (11,000) | (9,700) |
Balance at end of period | 6,200 | 5,800 | 5,500 |
Inventory shrink adjustments | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | 8,504 | 12,891 | 19,271 |
Charged to costs and expenses | 74,441 | 76,990 | 62,975 |
Deductions | (71,249) | (81,377) | (69,355) |
Balance at end of period | 11,696 | 8,504 | 12,891 |
Self-insurance reserves | |||
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | 22,065 | 22,429 | 22,807 |
Charged to costs and expenses | 72,313 | 61,920 | 61,220 |
Deductions | (69,869) | (62,284) | (61,598) |
Balance at end of period | $ 24,509 | $ 22,065 | $ 22,429 |