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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

FORM 10-Q

 

(Mark One)

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended October 1, 2023

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from _____________________ to ____________________

Commission file number: 000-49850

 

BIG 5 SPORTING GOODS CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

95-4388794

(State or Other Jurisdiction of Incorporation or Organization)

 

(I.R.S. Employer Identification No.)

 

 

 

2525 East El Segundo Boulevard

El Segundo, California

 

90245

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (310) 536-0611

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.01 par value

BGFV

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

 

Accelerated filer

Non-accelerated filer

 

Smaller reporting company

 

 

 

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No

There were 22,444,422 shares of common stock, with a par value of $0.01 per share, outstanding as of October 24, 2023.

 

 


 

BIG 5 SPORTING GOODS CORPORATION

INDEX

 

 

Page

PART I – FINANCIAL INFORMATION

 

 

 

 

Item 1

Financial Statements

3

 

Unaudited Condensed Consolidated Balance Sheets as of October 1, 2023 and January 1, 2023

3

 

Unaudited Condensed Consolidated Statements of Operations for the Thirteen and Thirty-Nine Weeks Ended October 1, 2023 and October 2, 2022

4

 

Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the Thirteen and Thirty-Nine Weeks Ended October 1, 2023 and October 2, 2022

5

 

Unaudited Condensed Consolidated Statements of Cash Flows for the Thirty-Nine Weeks Ended October 1, 2023 and October 2, 2022

6

 

Notes to Unaudited Condensed Consolidated Financial Statements

7

 

Report of Independent Registered Public Accounting Firm (PCAOB ID No. 34)

19

Item 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

20

Item 3

Quantitative and Qualitative Disclosures About Market Risk

28

Item 4

Controls and Procedures

28

 

 

PART II – OTHER INFORMATION

 

 

 

 

Item 1

Legal Proceedings

29

Item 1A

Risk Factors

29

Item 2

Unregistered Sales of Equity Securities and Use of Proceeds

29

Item 3

Defaults Upon Senior Securities

29

Item 4

Mine Safety Disclosures

29

Item 5

Other Information

29

Item 6

Exhibits

30

 

 

SIGNATURES

31

 

 

 

 


 

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

BIG 5 SPORTING GOODS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share amounts)

 

 

October 1,
2023

 

 

January 1,
2023

 

ASSETS

 

Current assets:

 

 

 

 

 

 

Cash

 

$

17,870

 

 

$

25,565

 

Accounts receivable, net of allowances of $23 and $44, respectively

 

 

8,363

 

 

 

12,270

 

Merchandise inventories, net

 

 

291,257

 

 

 

303,493

 

Prepaid expenses

 

 

14,485

 

 

 

16,632

 

Total current assets

 

 

331,975

 

 

 

357,960

 

Operating lease right-of-use assets, net

 

 

269,345

 

 

 

276,016

 

Property and equipment, net

 

 

55,400

 

 

 

58,311

 

Deferred income taxes

 

 

8,978

 

 

 

9,991

 

Other assets, net of accumulated amortization of $1,710 and $1,359, respectively

 

 

8,394

 

 

 

6,515

 

Total assets

 

$

674,092

 

 

$

708,793

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

Current liabilities:

 

 

 

 

Accounts payable

 

$

62,140

 

 

$

67,417

 

Accrued expenses

 

 

61,599

 

 

 

70,261

 

Current portion of operating lease liabilities

 

 

69,316

 

 

 

70,584

 

Current portion of finance lease liabilities

 

 

2,944

 

 

 

3,217

 

Total current liabilities

 

 

195,999

 

 

 

211,479

 

Operating lease liabilities, less current portion

 

 

208,115

 

 

 

214,584

 

Finance lease liabilities, less current portion

 

 

7,586

 

 

 

7,089

 

Other long-term liabilities

 

 

7,016

 

 

 

6,857

 

Total liabilities

 

 

418,716

 

 

 

440,009

 

Commitments and contingencies

 

 

 

 

 

 

Stockholders' equity:

 

 

 

 

 

 

Common stock, $0.01 par value, authorized 50,000,000 shares; issued 26,751,677 and
   
26,491,750 shares, respectively; outstanding 22,444,422 and 22,184,495 shares, respectively

 

 

267

 

 

 

264

 

Additional paid-in capital

 

 

128,051

 

 

 

126,512

 

Retained earnings

 

 

181,315

 

 

 

196,265

 

Less: Treasury stock, at cost; 4,307,255 shares

 

 

(54,257

)

 

 

(54,257

)

Total stockholders' equity

 

 

255,376

 

 

 

268,784

 

Total liabilities and stockholders' equity

 

$

674,092

 

 

$

708,793

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 

- 3 -


 

BIG 5 SPORTING GOODS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share data)

 

 

13 Weeks Ended

 

 

39 Weeks Ended

 

 

 

October 1,
2023

 

 

October 2,
2022

 

 

October 1,
2023

 

 

October 2,
2022

 

Net sales

 

$

239,889

 

 

$

261,445

 

 

$

688,395

 

 

$

757,226

 

Cost of sales

 

 

160,331

 

 

 

174,862

 

 

 

461,790

 

 

 

495,844

 

Gross profit

 

 

79,558

 

 

 

86,583

 

 

 

226,605

 

 

 

261,382

 

Selling and administrative expense

 

 

76,575

 

 

 

78,205

 

 

 

224,114

 

 

 

230,150

 

Operating income

 

 

2,983

 

 

 

8,378

 

 

 

2,491

 

 

 

31,232

 

Interest (income) expense

 

 

(95

)

 

 

69

 

 

 

(265

)

 

 

389

 

Income before income taxes

 

 

3,078

 

 

 

8,309

 

 

 

2,756

 

 

 

30,843

 

Income tax expense

 

 

1,220

 

 

 

1,940

 

 

 

987

 

 

 

6,437

 

Net income

 

$

1,858

 

 

$

6,369

 

 

$

1,769

 

 

$

24,406

 

Earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.09

 

 

$

0.30

 

 

$

0.08

 

 

$

1.13

 

Diluted

 

$

0.08

 

 

$

0.29

 

 

$

0.08

 

 

$

1.10

 

Weighted-average shares of common stock
   outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

21,801

 

 

 

21,586

 

 

 

21,731

 

 

 

21,647

 

Diluted

 

 

22,045

 

 

 

21,930

 

 

 

22,003

 

 

 

22,121

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

 

 

 

- 4 -


 

BIG 5 SPORTING GOODS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except share amounts)

 

 

13 Weeks Ended October 1, 2023

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Treasury

 

 

 

 

 

 

Common Stock

 

 

Paid-In

 

 

Retained

 

 

Stock,

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

At Cost

 

 

Total

 

Balance as of July 2, 2023

 

 

22,451,992

 

 

$

267

 

 

$

127,358

 

 

$

185,047

 

 

$

(54,257

)

 

$

258,415

 

Net income

 

 

 

 

 

 

 

 

 

 

 

1,858

 

 

 

 

 

 

1,858

 

Dividends on common stock ($0.25 per share)

 

 

 

 

 

 

 

 

 

 

 

(5,590

)

 

 

 

 

 

(5,590

)

Exercise of share option awards

 

 

5,875

 

 

 

 

 

 

16

 

 

 

 

 

 

 

 

 

16

 

Share-based compensation

 

 

 

 

 

 

 

 

677

 

 

 

 

 

 

 

 

 

677

 

Forfeiture of nonvested share awards

 

 

(13,445

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of October 1, 2023

 

 

22,444,422

 

 

$

267

 

 

$

128,051

 

 

$

181,315

 

 

$

(54,257

)

 

$

255,376

 

 

 

13 Weeks Ended October 2, 2022

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Treasury

 

 

 

 

 

 

Common Stock

 

 

Paid-In

 

 

Retained

 

 

Stock,

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

At Cost

 

 

Total

 

Balance as of July 3, 2022

 

 

22,176,990

 

 

$

264

 

 

$

125,151

 

 

$

199,242

 

 

$

(54,242

)

 

$

270,415

 

Net income

 

 

 

 

 

 

 

 

 

 

 

6,369

 

 

 

 

 

 

6,369

 

Dividends on common stock ($0.25 per share)

 

 

 

 

 

 

 

 

 

 

 

(5,532

)

 

 

 

 

 

(5,532

)

Exercise of share option awards

 

 

13,450

 

 

 

 

 

 

62

 

 

 

 

 

 

 

 

 

62

 

Share-based compensation

 

 

 

 

 

 

 

 

641

 

 

 

 

 

 

 

 

 

641

 

Forfeiture of nonvested share awards

 

 

(4,710

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchases of treasury stock

 

 

(1,400

)

 

 

 

 

 

 

 

 

 

 

 

(15

)

 

 

(15

)

Balance as of October 2, 2022

 

 

22,184,330

 

 

$

264

 

 

$

125,854

 

 

$

200,079

 

 

$

(54,257

)

 

$

271,940

 

 

 

39 Weeks Ended October 1, 2023

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Treasury

 

 

 

 

 

 

Common Stock

 

 

Paid-In

 

 

Retained

 

 

Stock,

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

At Cost

 

 

Total

 

Balance as of January 1, 2023

 

 

22,184,495

 

 

$

264

 

 

$

126,512

 

 

$

196,265

 

 

$

(54,257

)

 

$

268,784

 

Net income

 

 

 

 

 

 

 

 

 

 

 

1,769

 

 

 

 

 

 

1,769

 

Dividends on common stock ($0.75 per share)

 

 

 

 

 

 

 

 

 

 

 

(16,719

)

 

 

 

 

 

(16,719

)

Issuance of nonvested share awards

 

 

327,112

 

 

 

3

 

 

 

(3

)

 

 

 

 

 

 

 

 

 

Exercise of share option awards

 

 

36,550

 

 

 

1

 

 

 

108

 

 

 

 

 

 

 

 

 

109

 

Share-based compensation

 

 

 

 

 

 

 

 

2,060

 

 

 

 

 

 

 

 

 

2,060

 

Forfeiture of nonvested share awards

 

 

(23,670

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retirement of common stock for payment
   of withholding tax

 

 

(80,065

)

 

 

(1

)

 

 

(626

)

 

 

 

 

 

 

 

 

(627

)

Balance as of October 1, 2023

 

 

22,444,422

 

 

$

267

 

 

$

128,051

 

 

$

181,315

 

 

$

(54,257

)

 

$

255,376

 

 

 

39 Weeks Ended October 2, 2022

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

Treasury

 

 

 

 

 

 

Common Stock

 

 

Paid-In

 

 

Retained

 

 

Stock,

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Earnings

 

 

At Cost

 

 

Total

 

Balance as of January 2, 2022

 

 

22,097,467

 

 

$

260

 

 

$

124,909

 

 

$

192,261

 

 

$

(50,121

)

 

$

267,309

 

Net income

 

 

 

 

 

 

 

 

 

 

 

24,406

 

 

 

 

 

 

24,406

 

Dividends on common stock ($0.75 per share)

 

 

 

 

 

 

 

 

 

 

 

(16,588

)

 

 

 

 

 

(16,588

)

Issuance of nonvested share awards

 

 

284,630

 

 

 

2

 

 

 

(2

)

 

 

 

 

 

 

 

 

 

Conversion of vested share unit awards

 

 

124,012

 

 

 

1

 

 

 

(1

)

 

 

 

 

 

 

 

 

 

Exercise of share option awards

 

 

81,200

 

 

 

1

 

 

 

333

 

 

 

 

 

 

 

 

 

334

 

Share-based compensation

 

 

 

 

 

 

 

 

1,827

 

 

 

 

 

 

 

 

 

1,827

 

Forfeiture of nonvested share awards

 

 

(29,920

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Retirement of common stock for payment
   of withholding tax

 

 

(77,340

)

 

 

 

 

 

(1,212

)

 

 

 

 

 

 

 

 

(1,212

)

Purchases of treasury stock

 

 

(295,719

)

 

 

 

 

 

 

 

 

 

 

 

(4,136

)

 

 

(4,136

)

Balance as of October 2, 2022

 

 

22,184,330

 

 

$

264

 

 

$

125,854

 

 

$

200,079

 

 

$

(54,257

)

 

$

271,940

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

- 5 -


 

BIG 5 SPORTING GOODS CORPORATION

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

 

39 Weeks Ended

 

 

 

October 1,
2023

 

 

October 2,
2022

 

Cash flows from operating activities:

 

 

 

 

 

 

Net income

 

$

1,769

 

 

$

24,406

 

Adjustments to reconcile net income to net cash

 

 

 

 

 

 

    provided by (used in) operating activities:

 

 

 

 

 

 

Depreciation and amortization

 

 

13,665

 

 

 

13,424

 

Share-based compensation

 

 

2,060

 

 

 

1,827

 

Amortization of other assets

 

 

351

 

 

 

337

 

Loss on disposal of equipment

 

 

 

 

 

288

 

Noncash lease expense

 

 

52,474

 

 

 

51,374

 

Proceeds from insurance recovery - lost profit margin and expenses

 

 

619

 

 

 

 

Gain on recovery of insurance proceeds - lost profit margin and expenses

 

 

(338

)

 

 

 

Gain on recovery of insurance proceeds - property and equipment

 

 

(21

)

 

 

 

Deferred income taxes

 

 

1,013

 

 

 

1,645

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable, net

 

 

3,587

 

 

 

4,578

 

Merchandise inventories, net

 

 

12,236

 

 

 

(36,483

)

Prepaid expenses and other assets

 

 

(83

)

 

 

(1,380

)

Accounts payable

 

 

(4,791

)

 

 

(19,692

)

Operating lease liabilities

 

 

(53,540

)

 

 

(52,984

)

Accrued expenses and other long-term liabilities

 

 

(7,937

)

 

 

(17,258

)

Net cash provided by (used in) operating activities

 

 

21,064

 

 

 

(29,918

)

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

 

Purchases of property and equipment

 

 

(8,246

)

 

 

(8,827

)

Proceeds from insurance recovery - property and equipment

 

 

60

 

 

 

 

Proceeds from disposal of property and equipment

 

 

 

 

 

13

 

Net cash used in investing activities

 

 

(8,186

)

 

 

(8,814

)

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

 

Changes in book overdraft

 

 

(297

)

 

 

388

 

Principal payments under finance lease liabilities

 

 

(2,722

)

 

 

(2,690

)

Proceeds from exercise of share option awards

 

 

109

 

 

 

334

 

Cash purchases of treasury stock

 

 

 

 

 

(4,136

)

Tax withholding payments for share-based compensation

 

 

(627

)

 

 

(1,212

)

Dividends paid

 

 

(17,036

)

 

 

(16,933

)

Net cash used in financing activities

 

 

(20,573

)

 

 

(24,249

)

 

 

 

 

 

 

Net decrease in cash and cash equivalents

 

 

(7,695

)

 

 

(62,981

)

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of period

 

 

25,565

 

 

 

97,420

 

 

 

 

 

 

 

 

Cash and cash equivalents at end of period

 

$

17,870

 

 

$

34,439

 

 

 

 

 

 

 

 

Supplemental disclosures of non-cash investing and financing activities:

 

 

 

 

 

 

 Property and equipment acquired under finance leases

 

$

2,946

 

 

$

1,611

 

 Property and equipment additions unpaid

 

$

1,154

 

 

$

3,054

 

Supplemental disclosures of cash flow information:

 

 

 

 

 

 

 Interest paid

 

$

458

 

 

$

431

 

 Income taxes paid

 

$

24

 

 

$

5,367

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

- 6 -


 

BIG 5 SPORTING GOODS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

(1)
Description of Business

Big 5 Sporting Goods Corporation (the “Company”) is a leading sporting goods retailer in the western United States, operating 430 stores and an e-commerce platform as of October 1, 2023. The Company provides a full-line product offering in a traditional sporting goods store format that averages approximately 12,000 square feet. The Company’s product mix includes athletic shoes, apparel and accessories, as well as a broad selection of outdoor and athletic equipment for team sports, fitness, camping, hunting, fishing, home recreation, tennis, golf, and winter and summer recreation. The Company is a holding company that operates as one reportable segment through Big 5 Corp., its 100%-owned subsidiary, and Big 5 Services Corp., which is a 100%-owned subsidiary of Big 5 Corp. Big 5 Services Corp. provides a centralized operation for the issuance and administration of gift cards and returned merchandise credits (collectively, “stored-value cards”).

The accompanying interim unaudited condensed consolidated financial statements (“Interim Financial Statements”) of the Company and its 100%-owned subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and are presented in accordance with the requirements of Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, these Interim Financial Statements do not include all of the information and notes required by GAAP for complete financial statements. These Interim Financial Statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended January 1, 2023 included in the Company’s Annual Report on Form 10-K. In the opinion of management, the Interim Financial Statements included herein contain all adjustments, including normal recurring adjustments, considered necessary to present fairly the Company’s financial position, the results of operations and cash flows for the periods presented.

The operating results and cash flows of the interim periods presented herein are not necessarily indicative of the results to be expected for any other interim period or the full year.

(2)
Summary of Significant Accounting Policies

Consolidation

The accompanying Interim Financial Statements include the accounts of Big 5 Sporting Goods Corporation, Big 5 Corp. and Big 5 Services Corp. Intercompany balances and transactions have been eliminated in consolidation.

Reporting Period

The Company follows the concept of a 52-53 week fiscal year, which ends on the Sunday nearest December 31. Fiscal year 2023 is comprised of 52 weeks and ends on December 31, 2023. Fiscal year 2022 was comprised of 52 weeks and ended on January 1, 2023. The interim periods in fiscal 2023 and 2022 are each comprised of 13 weeks.

Recently Issued Accounting Updates

In May 2023, the Securities and Exchange Commission (“SEC”) adopted the final rule under SEC Release No. 34-97424, Share Repurchase Disclosure Modernization, requiring disclosures related to issuers’ share repurchases that will provide investors with enhanced information to assess the purposes and effects of the repurchases. Disclosure requirements under this rule will be effective in the fourth quarter of fiscal 2023. We do not expect the adoption of this final rule to have a material impact on our results of operations, liquidity or capital resources.

In June 2023, the SEC approved new listing standards that were proposed by the New York Stock Exchange and Nasdaq. The new listing standards require listed companies to adopt and comply with a written policy providing for the recovery, in the event of a required accounting restatement, of incentive-based compensation received by current or former executive officers where that compensation is based on erroneously reported financial information. The listing standards took effect on October 2, 2023 and registrants will have until December 1, 2023 (60 days after the effective date) to adopt a recovery policy. The recovery policy must, however, apply to erroneously awarded incentive-based compensation received (as defined in the listing standards) after the effective date. We do not expect the adoption of these new listing standards to have a material impact on our results of operations, liquidity or capital resources.

- 7 -


BIG 5 SPORTING GOODS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(continued)

 

In July 2023, the SEC adopted the final rule under SEC Release Nos. 33-11216, Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure, requiring current disclosure about material cybersecurity incidents; periodic disclosures about a registrant’s processes to assess, identify, and manage material cybersecurity risks; a description of management’s role in assessing and managing material cybersecurity risks; and the board of directors’ oversight of cybersecurity risks. While the incident-reporting requirements under this rule will be effective in the second quarter of fiscal 2024 due to the Company’s status as a smaller-reporting company, the disclosure requirements under this rule will be effective in the fourth quarter of fiscal 2023. We do not expect the adoption of this final rule to have a material impact on our results of operations, liquidity or capital resources.

Other recently issued accounting updates are not expected to have a material impact on the Company’s Interim Financial Statements.

General Concentration of Risk

The Company purchases merchandise from nearly 700 suppliers, and the Company’s 20 largest suppliers accounted for 35.9% of total purchases in fiscal 2022. No vendor represented greater than 5% of total purchases in fiscal 2022.

A substantial amount of the Company’s inventory is manufactured abroad and, from time to time, shipping ports may experience capacity constraints (such as delays associated with the novel coronavirus “COVID-19”), labor strikes, work stoppages or other disruptions that may delay the delivery of imported products. A contract dispute may lead to protracted delays in the movement of the Company’s products, which could further delay the delivery of products to the Company’s stores and impact net sales and profitability. In addition, other conditions outside of the Company’s control, such as adverse weather conditions or acts of terrorism or war, such as the current conflict in Ukraine, could significantly disrupt operations at shipping ports or otherwise impact transportation of the imported merchandise we sell, either through supply chain disruptions, or rising freight and fuel costs.

Use of Estimates

Management makes a number of estimates and assumptions relating to the reporting of assets, liabilities and stockholders’ equity and the disclosure of contingent assets and liabilities at the date of the Interim Financial Statements and reported amounts of revenue and expense during the reporting period to prepare these Interim Financial Statements in conformity with GAAP. Certain items subject to such estimates and assumptions include the carrying amount of merchandise inventories, property and equipment, lease assets and lease liabilities; valuation allowances for receivables, sales returns and deferred income tax assets; estimates related to stored-value cards and the valuation of share-based compensation awards; and obligations related to litigation, self-insurance liabilities and employee benefits. Due to the inherent uncertainty involved in making assumptions and estimates, events and changes in circumstances arising after October 1, 2023 may result in actual outcomes that differ from those contemplated by management’s assumptions and estimates.

Revenue Recognition

The Company operates solely as a sporting goods retailer, which includes both retail stores and an e-commerce platform, that offers a broad range of products in the western United States and online. Generally, all revenue is recognized when control of the promised goods is transferred to customers, for an amount that reflects the consideration in exchange for those goods. Accordingly, the Company implicitly enters into a contract with customers to deliver merchandise inventory at the point of sale. Collectability is probable since the Company only extends immaterial credit purchases to certain municipalities and local school districts.

In accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, the Company disaggregates net sales into the following major merchandise categories to depict the nature and amount of revenue and related cash flows:

 

 

13 Weeks Ended

 

 

39 Weeks Ended

 

 

 

October 1,
2023

 

 

October 2,
2022

 

 

October 1,
2023

 

 

October 2,
2022

 

 

 

(In thousands)

 

Hardgoods

 

$

141,108

 

 

$

152,646

 

 

$

375,105

 

 

$

423,003

 

Athletic and sport footwear

 

 

58,292

 

 

 

64,215

 

 

 

170,397

 

 

 

187,604

 

Athletic and sport apparel

 

 

39,006

 

 

 

43,411

 

 

 

138,331

 

 

 

143,095

 

Other sales

 

 

1,483

 

 

 

1,173

 

 

 

4,562

 

 

 

3,524

 

Net sales

 

$

239,889

 

 

$

261,445

 

 

$

688,395

 

 

$

757,226

 

 

 

- 8 -


BIG 5 SPORTING GOODS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(continued)

 

Substantially all of the Company’s revenue is for single performance obligations for the following distinct items:

Retail store sales
E-commerce sales
Stored-value cards

For performance obligations related to retail store and e-commerce sales contracts, the Company typically transfers control, for retail stores, upon consummation of the sale when the product is paid for and taken by the customer and, for e-commerce sales, when the product is tendered for delivery to the common carrier. For performance obligations related to stored-value cards, the Company typically transfers control upon redemption of the stored-value card through consummation of a future sales transaction. The Company accounts for shipping and handling relative to e-commerce sales as fulfillment activities, and not a separate performance obligation. Accordingly, the Company recognizes revenue for only one performance obligation, the sale of the product, at shipping point (when the customer gains control). Revenue associated with e-commerce sales was not material for the 13 and 39 weeks ended October 1, 2023 and October 2, 2022.

The Company recognized $1.2 million and $4.3 million in stored-value card redemption revenue for the 13 and 39 weeks ended October 1, 2023, respectively, compared to $1.3 million and $4.6 million in stored-value card redemption revenue for the 13 and 39 weeks ended October 2, 2022, respectively. The Company also recognized $0.1 million and $0.2 million in stored-value card breakage revenue for the 13 and 39 weeks ended October 1, 2023, respectively, compared to $0.1 million and $0.2 million in stored-value card breakage revenue for the 13 and 39 weeks ended October 2, 2022, respectively. The Company had outstanding stored-value card liabilities of $8.1 million and $8.8 million as of October 1, 2023 and January 1, 2023, respectively, which are included in accrued expenses in the accompanying interim unaudited condensed consolidated balance sheets. Based upon historical experience, stored-value cards are predominantly redeemed in the first two years following their issuance date.

In the accompanying interim unaudited condensed consolidated balance sheets, the Company recorded, as prepaid expense, estimated right-of-return merchandise cost of $0.7 million and $1.2 million related to estimated sales returns as of October 1, 2023 and January 1, 2023, respectively, and recorded, in accrued expenses, an allowance for sales returns reserve of $1.4 million and $2.3 million as of October 1, 2023 and January 1, 2023, respectively.

Share-Based Compensation

The Company accounts for its share-based compensation in accordance with ASC 718, Compensation—Stock Compensation. The Company recognizes compensation expense on a straight-line basis over the requisite service period using the fair-value method for share option awards, nonvested share awards and nonvested share unit awards granted with service-only conditions. See Note 10 to the Interim Financial Statements for a further discussion on share-based compensation.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and highly-liquid investments of excess cash into U.S. Treasury bills, which have original maturities of three months or less. See Note 3 to the Interim Financial Statements for a further discussion on the fair value of U.S. Treasury bills. Book overdrafts are classified as current liabilities in the Company’s interim unaudited condensed consolidated balance sheets.

Valuation of Merchandise Inventories, Net

The Company’s merchandise inventories are valued at the lower of cost or net realizable value using the weighted-average cost method that approximates the first-in, first-out (“FIFO”) method. Average cost includes the direct purchase price of merchandise inventory, net of vendor allowances and cash discounts, in-bound freight-related expense and allocated overhead expense associated with the Company’s distribution center.

Management regularly reviews inventories and records valuation reserves for damaged and defective merchandise, merchandise items with slow-moving or obsolescence exposure and merchandise that has a carrying value that exceeds net realizable value. Because of its merchandise mix, the Company has not historically experienced significant occurrences of obsolescence.

 

- 9 -


BIG 5 SPORTING GOODS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(continued)

 

Inventory shrinkage is accrued as a percentage of merchandise sales based on historical inventory shrinkage trends. The Company performs physical inventories of its stores at least once per year and cycle counts inventories at its distribution center throughout the year. The reserve for inventory shrinkage primarily represents an estimate for inventory shrinkage for each store since the last physical inventory date through the reporting date.

These reserves are estimates, which could vary significantly, either favorably or unfavorably, from actual results if future economic conditions, consumer demand and competitive environments differ from expectations.

Valuation of Long-Lived Assets

In accordance with ASC 360, Property, Plant, and Equipment, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Long-lived assets are reviewed for recoverability at the lowest level in which there are identifiable cash flows (“asset group”), usually at the store level. The carrying amount of a store asset group includes stores’ property and equipment, primarily leasehold improvements, and operating lease right-of-use (“ROU”) assets. The carrying amount of a store asset group is not considered recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the store asset group. Factors that could trigger an impairment review include a current-period operating or cash flow loss combined with a history of operating and cash flow losses, and a projection that demonstrates continuing losses or insufficient income over the remaining reasonably certain lease term associated with the use of a store asset group. Other factors may include an adverse change in the business climate or an adverse action or assessment by a regulator in the market of a store asset group. When stores are identified as having an indicator of impairment, the Company forecasts undiscounted cash flows over the store asset group’s remaining reasonably certain lease term and compares the undiscounted cash flows to the carrying amount of the store asset group. If the store asset group is determined not to be recoverable, then an impairment charge will be recognized in the amount by which the carrying amount of the store asset group exceeds its fair value, determined using discounted cash flow valuation techniques, as contemplated in ASC 820, Fair Value Measurements.

The Company determines the cash flows expected to result from the store asset group by projecting future revenue, gross margin and operating expense for each store asset group under evaluation for impairment. The estimates of future cash flows involve management judgment and are based upon assumptions about expected future operating performance. Assumptions used in these forecasts are consistent with internal planning, and include assumptions about sales growth rates, gross margins and operating expense in relation to the current economic environment and the Company’s future expectations, competitive factors in its various markets, inflation, sales trends and other relevant environmental factors that may impact the store under evaluation. The actual cash flows could differ from management’s estimates due to changes in business conditions, operating performance and economic conditions. If economic conditions deteriorate in the markets in which the Company conducts business, or if other negative market conditions develop, the Company may experience additional impairment charges in the future for underperforming stores.

The resulting impairment charge, if any, is allocated to the property and equipment, primarily leasehold improvements, and operating lease ROU assets on a pro-rata basis using the relative carrying amounts of those assets. The allocated impairment charge to a long-lived asset is limited to the extent that the impairment charge does not reduce the carrying amount of the long-lived asset below its individual fair value. The estimation of the fair value of an ROU asset involves the evaluation of current market value rental amounts for leases associated with ROU assets. The estimates of current market value rental amounts are primarily based on recent observable market rental data of other comparable retail store locations. The fair value of an ROU asset is measured using a discounted cash flow valuation technique by discounting the estimated current and future market rental values using a property-specific discount rate.

The Company did not recognize any impairment charges in the first nine months of fiscal 2023 or 2022.

 

- 10 -


BIG 5 SPORTING GOODS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(continued)

 

Leases

In accordance with ASC 842, Leases, the Company determines if an arrangement is a lease at inception. The Company has operating and finance leases for the Company’s retail store facilities, distribution center, corporate offices, information technology (“IT”) systems hardware, and distribution center delivery tractors and equipment. Operating leases are included in operating lease ROU assets and operating lease liabilities, current and noncurrent, on the interim unaudited condensed consolidated balance sheets. Finance leases are included in property and equipment and finance lease liabilities, current and noncurrent, on the interim unaudited condensed consolidated balance sheets. Lease liabilities are calculated using the effective interest method, regardless of classification, while the amortization of ROU assets varies depending upon classification. Finance lease classification results in a front-loaded expense recognition pattern over the lease term which amortizes the ROU asset by recognizing interest expense and amortization expense as separate components of lease expense and calculates the amortization expense component on a straight-line basis. Conversely, operating lease classification results in a straight-line expense recognition pattern over the lease term and recognizes lease expense as a single expense component, which results in amortization of the ROU asset that equals the difference between lease expense and interest expense. Lease expense for finance and operating leases are included in cost of sales or selling and administrative expense, based on the use of the leased asset, on the interim unaudited condensed consolidated statements of operations. Variable payments such as property taxes, insurance and common area maintenance related to triple net leases, as well as certain equipment sales taxes, licenses, fees and repairs, are expensed as incurred, and leases with an initial term of 12 months or less are excluded from minimum lease payments and are not recorded on the interim unaudited condensed consolidated balance sheets. The Company recognizes variable lease expense for these short-term leases on a straight-line basis over the remaining lease term.

ROU assets represent the right to use an underlying asset for the lease term and operating lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the reasonably certain lease term. As the Company’s leases generally do not provide an implicit rate, the Company uses a collateralized incremental borrowing rate (“IBR”) to determine the present value of lease payments. The collateralized IBR is based on a synthetic credit rating that is externally prepared on an annual basis. This analysis considers qualitative and quantitative factors based on guidance provided by a rating agency for the consumer durables industry. The Company adjusts the selected IBR quarterly with a company-specific unsecured yield curve that approximates the Company’s market risk profile. The collateralized IBR is also based upon the estimated impact that the collateral has on the IBR. To account for the collateralized nature of the IBR, the Company utilized a notching method based on notching guidance provided by a rating agency whereby the Company’s base credit rating is notched upward as the yield curve on a secured loan is expected to be lower versus an unsecured loan.

The operating lease ROU asset also includes any prepaid lease payments made and is reduced by lease incentives such as tenant improvement allowances. The operating lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term.

Certain of the leases for the Company’s retail store facilities provide for payments based on future sales volumes at the leased location, which are not measurable at the inception of the lease. Under ASC 842, these contingent rents are expensed as they accrue.

See Note 5 to the Interim Financial Statements for a further discussion on leases.

 

- 11 -


BIG 5 SPORTING GOODS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(continued)

 

(3)
Fair Value Measurements

The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate the fair values of these instruments due to their short-term nature. Cash equivalents consist of highly-liquid investments of excess cash into U.S. Treasury bills, which have original maturities of three months or less. As of October 1, 2023 and January 1, 2023, the Company had no cash equivalents, and as of October 2, 2022, the Company recorded $10.0 million in cash equivalents and classified these assets as Level 1 inputs, which are quoted prices (unadjusted) in active markets for identical assets that the Company can access at the measurement date. The Company records these cash equivalents monthly based on the prevailing market interest rate as of the measurement date. Book overdrafts for checks outstanding are classified as current liabilities in the Company’s interim unaudited condensed consolidated balance sheets. The carrying amount for borrowings, if any, under the Company’s credit facility approximates fair value because of the variable market interest rate charged to the Company for these borrowings. When the Company recognizes impairment on certain of its underperforming stores, the carrying values of these stores are reduced to their estimated fair values.

The Company’s only significant assets or liabilities measured at fair value on a nonrecurring basis subsequent to their initial recognition were assets subject to long-lived asset impairment related to certain underperforming stores. The Company estimates the fair values of these long-lived assets based on the Company’s own judgments about the assumptions that market participants would use in pricing the asset and on observable real estate market data of underperforming stores’ specific comparable markets, when available. The Company classifies these fair value measurements as Level 3 inputs, which are unobservable inputs for which market data are not available and that are developed using the best information available about pricing assumptions used by market participants in accordance with ASC 820. As of October 1, 2023 and January 1, 2023, there were no long-lived assets subject to impairment.

(4)
Accrued Expenses

The major components of accrued expenses are as follows:

 

 

October 1,
2023

 

 

January 1,
2023

 

 

 

(In thousands)

 

Payroll and related expense

 

$

22,415

 

 

$

26,525

 

Occupancy expense

 

 

9,962

 

 

 

10,126

 

Sales tax

 

 

6,537

 

 

 

9,964

 

Other

 

 

22,685

 

 

 

23,646

 

Accrued expenses

 

$

61,599

 

 

$

70,261

 

 

(5)
Lease Commitments

The Company has operating and finance leases for the Company’s retail store facilities, distribution center, corporate offices, IT systems hardware, and distribution center delivery tractors and equipment, and accounts for these leases in accordance with ASC 842.

Certain of the leases for the Company’s retail store facilities provide for variable payments for property taxes, insurance, common area maintenance payments related to triple net leases, rental payments based on future sales volumes at the leased location, as well as certain equipment sales taxes, licenses, fees and repairs, which are not measurable at the inception of the lease, or rental payments that are adjusted periodically for inflation. The Company recognizes variable lease expense for these leases in the period incurred which, for contingent rent, begins in the period in which it becomes probable that the specified target that triggers the variable lease payments will be achieved. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

 

- 12 -


BIG 5 SPORTING GOODS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(continued)

 

The components of lease expense were as follows:

 

 

13 Weeks Ended

 

 

39 Weeks Ended

 

 

 

October 1,
2023

 

 

October 2,
2022

 

 

October 1,
2023

 

 

October 2,
2022

 

 

 

(In thousands)

 

Lease expense:

 

 

 

 

 

 

 

 

 

 

 

 

Operating lease expense

 

$

21,236

 

 

$

21,001

 

 

$

63,350

 

 

$

62,311

 

Variable lease expense

 

 

4,656

 

 

 

4,834

 

 

 

14,133

 

 

 

14,339

 

Operating lease expense

 

 

25,892

 

 

 

25,835

 

 

 

77,483

 

 

 

76,650

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of right-of-use assets

 

 

904

 

 

 

919

 

 

 

2,803

 

 

 

2,707

 

Interest on lease liabilities

 

 

74

 

 

 

67

 

 

 

232

 

 

 

204

 

Finance lease expense

 

 

978

 

 

 

986

 

 

 

3,035

 

 

 

2,911

 

Total lease expense

 

$

26,870

 

 

$

26,821

 

 

$

80,518

 

 

$

79,561

 

Other information related to leases was as follows:

 

 

39 Weeks Ended

 

 

 

October 1,
2023

 

 

October 2,
2022

 

 

 

(In thousands)

 

Operating cash flows from operating leases

 

$

64,904

 

 

$

64,688

 

Financing cash flows from finance leases

 

 

2,722

 

 

 

2,690

 

Operating cash flows from finance leases

 

 

239

 

 

 

213

 

Cash paid for amounts included in the measurement of lease liabilities

 

$

67,865

 

 

$

67,591

 

 

 

 

 

 

 

 

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

 

$

2,986

 

 

$

1,634

 

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

 

$

45,927

 

 

$

66,840

 

Weighted-average remaining lease term—finance leases

 

3.9 years

 

 

3.6 years

 

Weighted-average remaining lease term—operating leases

 

4.9 years

 

 

5.0 years

 

Weighted-average discount rate—finance leases

 

 

5.3

%

 

 

3.2

%

Weighted-average discount rate—operating leases

 

 

5.4

%

 

 

4.9

%

Maturities of finance and operating lease liabilities as of October 1, 2023 were as follows:

Fiscal Year Ending:

 

Finance
Leases

 

 

Operating
Leases

 

 

 

(In thousands)

 

2023 (remaining three months)

 

$

3,016

 

 

$

18,153

 

2024

 

 

2,952

 

 

 

85,188

 

2025

 

 

2,439

 

 

 

68,706

 

2026

 

 

1,962

 

 

 

52,544

 

2027

 

 

935

 

 

 

33,923

 

Thereafter

 

 

429

 

 

 

57,613

 

Undiscounted cash flows

 

$

11,733

 

 

$

316,127

 

Reconciliation of lease liabilities:

 

 

 

 

 

 

Weighted-average remaining lease term

 

3.9 years

 

 

4.9 years

 

Weighted-average discount rate

 

 

5.3

%

 

 

5.4

%

Present values

 

$

10,530

 

 

$

277,431

 

Lease liabilities - current

 

 

2,944

 

 

 

69,316

 

Lease liabilities - long-term

 

 

7,586

 

 

 

208,115

 

Lease liabilities - total

 

$

10,530

 

 

$

277,431

 

Difference between undiscounted and discounted cash flows

 

$

1,203

 

 

$

38,696

 

 

 

- 13 -


BIG 5 SPORTING GOODS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(continued)

 

(6)
Long-Term Debt

The Company, Big 5 Corp. and Big 5 Services Corp. are parties to a Loan, Guaranty and Security Agreement with Bank of America, N.A. (“BofA”), as agent and lender, which was amended on November 22, 2021, October 19, 2022 and May 16, 2023 (as so amended, the “Loan Agreement”). The Loan Agreement has a maturity date of February 24, 2026 and provides for a revolving credit facility with an aggregate committed availability of up to $150.0 million. The Company may also request additional increases in aggregate availability, up to a maximum of $200.0 million, in which case the existing lender under the Loan Agreement will have the option to increase the commitment to accommodate the requested increase. If such existing lender does not exercise that option, the Company may (with the consent of BofA in its role as the administrative agent, not to be unreasonably withheld) seek other lenders willing to provide such commitments. The credit facility includes a $50.0 million sublimit for issuances of letters of credit.

The Company may borrow under the Loan Agreement from time to time, provided the amounts outstanding will not exceed the lesser of the then aggregate committed availability (as discussed above) and the Borrowing Base (such lesser amount being referred to as the “Line Cap”). As defined in the Loan Agreement, the “Borrowing Base” generally is comprised of the sum, at the time of calculation, of (a) 90.00% of eligible credit card receivables; plus (b) the cost of eligible inventory (other than eligible in-transit inventory), net of inventory reserves, multiplied by 90.00% of the appraised net orderly liquidation value of eligible inventory (expressed as a percentage of the cost of eligible inventory); plus (c) the cost of eligible in-transit inventory, net of inventory reserves, multiplied by 90.00% of the appraised net orderly liquidation value of eligible in-transit inventory (expressed as a percentage of the cost of eligible in-transit inventory), minus (d) certain agreed-upon reserves as well as other reserves established by BofA in its role as the administrative agent in its reasonable discretion.

Generally, the Company may designate specific borrowings under the Loan Agreement as either base rate loans or Term SOFR rate loans. The applicable interest rate on the Company’s borrowings is a function of the daily average, over the preceding fiscal quarter, of the excess of the Line Cap over amounts borrowed (such amount being referred to as the “Average Daily Availability”). Those loans designated as Term SOFR rate loans bear interest at a rate equal to the then applicable secured overnight financing rate as administered by the Federal Reserve Bank of New York (“SOFR”) rate plus a 0.10% “SOFR adjustment” spread, plus an applicable margin as shown in the table below. Those loans designated as base rate loans bear interest at a rate equal to the applicable margin for base rate loans (as shown below) plus the highest of (a) the Federal funds rate, as in effect from time to time, plus one-half of one percent (0.50%), (b) the one-month SOFR rate, plus one percentage point (1.00%), or (c) the rate of interest in effect for such day as announced from time to time within BofA as its “prime rate.” The applicable margin for all loans is a function of Average Daily Availability for the preceding fiscal quarter as set forth below.

Level

 

Average Daily Availability

 

SOFR Rate
Applicable
Margin

 

Base Rate
Applicable Margin

I

 

Greater than or equal to $70,000,000

 

1.375%

 

0.375%

II

 

Less than $70,000,000

 

1.500%

 

0.500%

The commitment fee assessed on the unused portion of the credit facility is 0.20% per annum.

Obligations under the Loan Agreement are secured by a general lien on and security interest in substantially all of the Company’s assets. The Loan Agreement contains covenants that require the Company to maintain a fixed charge coverage ratio of not less than 1.0:1.0 in certain circumstances, and limits the ability to, among other things, incur liens, incur additional indebtedness, transfer or dispose of assets, change the nature of the business, guarantee obligations, pay dividends or make other distributions or repurchase stock, and make advances, loans or investments. The Company may generally declare or pay cash dividends or repurchase stock only if, among other things, no default or event of default then exists or would arise from such dividend or repurchase of stock and, after giving effect to such dividend or repurchase, certain availability and/or fixed charge coverage ratio requirements are satisfied, although the Company is permitted to make up to $5.0 million of dividend payments or stock repurchases per year without satisfaction of the availability or fixed charge coverage ratio requirements, but dividends or stock repurchases made without satisfying the availability and/or fixed charge coverage ratio requirements will require the establishment of an additional reserve that will reduce borrowing availability under the Loan Agreement for 75 days. The Loan Agreement contains customary events of default, including, without limitation, failure to pay when due principal amounts with respect to the credit facility, failure to pay any interest or other amounts under the credit facility, failure to comply with certain agreements or covenants contained in the Loan Agreement, failure to satisfy certain judgments against the Company, failure to pay when due (or any other default which permits the acceleration of) certain other material indebtedness in principal amount in excess of $5.0 million, and certain insolvency and bankruptcy events.

As of October 1, 2023 and January 1, 2023, the Company had no long-term revolving credit borrowings outstanding. As of October 1, 2023 and January 1, 2023, the Company had outstanding letter of credit commitments of $1.4 million. Total remaining borrowing availability, after subtracting letters of credit, was $148.6 million as of October 1, 2023 and January 1, 2023.

 

- 14 -


BIG 5 SPORTING GOODS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(continued)

 

(7)
Income Taxes

Under the asset and liability method prescribed under ASC 740, Income Taxes, the Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those 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. The realizability of deferred tax assets is assessed throughout the year and a valuation allowance is recorded, if necessary, to reduce net deferred tax assets to the amount more likely than not to be realized. As of October 1, 2023 and January 1, 2023, the Company had a valuation allowance for deferred income tax assets of $0.2 million related to unused California Enterprise Zone Tax Credits, which the Company will no longer be able to carry forward beyond 2024 as a result of California’s termination of this program.

The Company files a consolidated federal income tax return and files tax returns in various state and local jurisdictions. The statutes of limitations for consolidated federal income tax returns are open for fiscal years 2019 and after, and state and local income tax returns are open for fiscal years 2018 and after.

As of October 1, 2023 and January 1, 2023, the Company had no unrecognized tax benefits including those that, if recognized, would affect the Company’s effective income tax rate over the next 12 months. The Company’s policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expense. As of October 1, 2023 and January 1, 2023, the Company had no accrued interest or penalties.

(8)
Earnings Per Share

The Company calculates earnings per share in accordance with ASC 260, Earnings Per Share, which requires a dual presentation of basic and diluted earnings per share. Basic earnings per share is calculated by dividing net income by the weighted-average shares of common stock outstanding, reduced by shares repurchased and held in treasury, during the period. Diluted earnings per share represents basic earnings per share adjusted to include the potentially dilutive effect of outstanding share option awards, nonvested share awards and nonvested share unit awards. During periods of net loss, diluted loss per share is equal to basic loss per share because the antidilutive effect of potential common shares is disregarded.

The following table sets forth the computation of basic and diluted earnings per common share:

 

 

13 Weeks Ended

 

39 Weeks Ended

 

 

October 1,
2023

 

October 2,
2022

 

October 1,
2023

 

October 2,
2022

 

 

(In thousands, except per share data)

Net income

 

$1,858

 

$6,369

 

$1,769

 

$24,406

Weighted-average shares of common stock
   outstanding:

 

 

 

 

 

 

 

 

Basic

 

21,801

 

21,586

 

21,731

 

21,647

Dilutive effect of common stock equivalents
   arising from share option and nonvested share
   awards

 

244

 

344

 

272

 

474

Diluted

 

22,045

 

21,930

 

22,003

 

22,121

Basic earnings per share

 

$0.09

 

$0.30

 

$0.08

 

$1.13

Diluted earnings per share

 

$0.08

 

$0.29

 

$0.08

 

$1.10

Antidilutive share option awards excluded from
   diluted calculation

 

20

 

20

 

20

 

15

Antidilutive nonvested share awards excluded
   from diluted calculation

 

276

 

389

 

310

 

172

The computation of diluted earnings per share for all periods presented excludes certain share option awards that were outstanding and antidilutive (i.e., including such share option awards would result in higher earnings per share) since the exercise prices of these share option awards exceeded the average market price of the Company’s common shares.

 

- 15 -


BIG 5 SPORTING GOODS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(continued)

 

The computation of diluted earnings per share for all periods presented excludes certain nonvested share awards that were outstanding and antidilutive since the grant date fair values of these nonvested share awards exceeded the average market price of the Company’s common shares.

(9)
Commitments and Contingencies

Recovery of Insurance Proceeds

In the fourth quarter of fiscal 2022, one of the Company’s stores qualified for loss recovery claims due to property damage sustained as a result of a roof collapse, and the Company disposed of assets of approximately $0.4 million related to lost inventory and property and equipment. In the third quarter of fiscal 2023, the Company reached an agreement with its insurance carrier and, after application of a deductible of $0.5 million, the Company received a cash insurance recovery of $0.7 million in total, of which $0.6 million related to the reimbursement of lost inventory and profit margin and $0.1 million related to the reimbursement of property and equipment. Accordingly, the Company recognized a gain of $0.3 million related to the recovery of lost inventory and profit margin and a gain of $21,000 related to the recovery of property and equipment. The gain related to the recovery of lost inventory and profit margin is included in the accompanying interim unaudited condensed consolidated statement of operations as a reduction to cost of goods sold and the gain related to the recovery of lost property and equipment is included in the accompanying interim unaudited condensed consolidated statement of operations as a reduction to selling and administrative expense for fiscal 2023.

Legal Proceedings

On March 13, 2023, a complaint was filed in the Superior Court of the State of California, County of Santa Clara, entitled Zareyah Thompson v. Big 5 Corp., et. al., Case No. 23CV412334 (“Thompson Complaint”). The Thompson Complaint was brought as a purported California Private Attorneys General Act (“PAGA”) action on behalf of “current and former employees who worked for the Company or its operating subsidiary in California as a non-exempt, hourly paid employee and received at least one wage statement.” The Thompson Complaint alleges, among other things, that Big 5 failed to (i) provide minimum wages, (ii) provide compliant meal or rest periods, (iii) maintain and provide accurate itemized wage statements, (iv) properly compensate for all time worked, including overtime, premium, vacation and final wages, (v) properly maintain payroll records, and (vi) provide suitable seating. On March 21, 2023, a second complaint was filed in the Superior Court of the State of California, County of Santa Clara, entitled Christopher Puga v. Big 5 Corp., et. al., Case No. 23CV412953 (“Puga Complaint”). The Puga Complaint was brought as a purported PAGA action on behalf of “all current and former non-exempt employees that worked either directly or via a staffing agency for the Company or its operating subsidiary at any location in California” (“Putative Covered Employees”). The Puga Complaint alleges, among other things, that Big 5 (i) unlawfully required Putative Covered Employees to agree to unlawful criminal background checks, (ii) conducted unlawful financial and criminal background checks, and did not (iii) provide minimum wages, (iv) provide accurate itemized wage statements, (v) maintain accurate records pertaining to the Putative Covered Employees’ employment, (vi) produce or make available Putative Covered Employees’ personnel records and/or payroll records, (vii) provide compliant meal or rest periods, (viii) properly compensate for all time worked, including overtime, premium, vacation, and final wages, (ix) reimburse necessary business expenses; (x) provide suitable seating; (xi) provide sick leave pay to Putative Covered Employees, (xii) accurately calculate sick leave accrual and rate of pay, (xiii) put the Putative Covered Employees on notice of their paid sick leave rights, and (xiv) provide supplemental paid sick leave. The Thompson and Puga complaints have many overlapping causes of action. Accordingly, on or about April 12, 2023, a notice of related cases was filed with the Court regarding the Thompson Complaint and Puga Complaint. The Court subsequently conducted a case management conference on June 29, 2023 for both complaints, and jointly coordinated the complaints. The Company’s counsel held a mediation with opposing counsel on September 27, 2023. The Company has reached a tentative settlement in both cases and established a cumulative indemnity reserve of $1.5 million. Any settlement finalized will be subject to Court approval.

The Company is involved in various other claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters is not expected to have a material effect on the Company’s results of operations, financial condition or cash flows.

 

- 16 -


BIG 5 SPORTING GOODS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(continued)

 

(10)
Share-based Compensation

In June 2022, the Company amended and restated its 2019 Equity Incentive Plan (the “2019 Plan”), primarily authorizing an additional 3,300,000 shares available for future grant. As of October 1, 2023, 3,549,208 shares remained registered and available for future grant under the 2019 Plan.

At its discretion, the Company grants share option awards, nonvested share awards and nonvested share unit awards to certain employees, as defined by ASC 718, Compensation—Stock Compensation, under the Company’s 2019 Plan, and accounts for its share-based compensation in accordance with ASC 718. The Company recognized $0.7 million and $2.1 million in share-based compensation expense for the 13 and 39 weeks ended October 1, 2023, respectively, compared to $0.6 million and $1.8 million in share-based compensation expense for the 13 and 39 weeks ended October 2, 2022, respectively.

Share Option Awards

Share option awards granted by the Company generally vest and become exercisable in four equal annual installments of 25% per year with a maximum life of ten years. The exercise price of share option awards is equal to the quoted market price of the Company’s common stock on the date of grant. No share option awards were granted in the first nine months of fiscal 2023. The Company granted 10,000 share option awards in the first nine months of fiscal 2022 with a weighted-average grant-date fair value of $5.46 per share option award.

A summary of the status of the Company’s share option awards is presented below:

 

 

Shares

 

 

Weighted-
Average
Exercise
Price

 

 

Weighted-
Average
Remaining
Contractual
Life
(In Years)

 

 

Aggregate
Intrinsic
Value

 

Outstanding at January 1, 2023

 

 

300,035

 

 

$

4.24

 

 

 

 

 

 

 

Exercised

 

 

(36,550

)

 

 

2.99

 

 

 

 

 

 

 

Forfeited

 

 

(1,500

)

 

 

2.23

 

 

 

 

 

 

 

Outstanding at October 1, 2023

 

 

261,985

 

 

$

4.43

 

 

 

5.91

 

 

$

916,807

 

Exercisable at October 1, 2023

 

 

189,045

 

 

$

3.94

 

 

 

5.57

 

 

$

640,229

 

Vested and Expected to Vest at October 1, 2023

 

 

261,844

 

 

$

4.43

 

 

 

5.91

 

 

$

916,563

 

The aggregate intrinsic value represents the total pretax intrinsic value, based upon the Company’s most recent closing stock price of $7.01 as of October 1, 2023, which would have been received by the share option award holders had all share option award holders exercised their share option awards as of that date.

As of October 1, 2023, there was $0.1 million of total unrecognized compensation expense related to share option awards granted. That expense is expected to be recognized over a weighted-average period of 0.8 years.

Nonvested Share Awards and Nonvested Share Unit Awards

Nonvested share awards granted by the Company vest for employees from the date of grant in four equal annual installments of 25% per year. Nonvested share awards and nonvested share unit awards granted by the Company to non-employee directors for their service as directors, as defined by ASC 718, generally vest 100% on the earlier of (a) the date of the Company’s next annual stockholders meeting following the grant date, or (b) the first anniversary of the grant date.

Nonvested share awards become outstanding when granted and are delivered to the recipient upon their vesting. Vested share unit awards, including any dividend reinvestments, are delivered to the recipient on the tenth business day of January following the year in which the recipient’s service to the Company is terminated, at which time the units convert to shares and become outstanding. The total fair value of nonvested share awards which vested during the first nine months of fiscal 2023 and 2022 was $2.0 million and $3.3 million, respectively. No nonvested share unit awards vested during the first nine months of fiscal 2023 and 2022.

 

- 17 -


BIG 5 SPORTING GOODS CORPORATION

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(continued)

 

The Company granted 327,112 and 284,630 nonvested share awards in the first nine months of fiscal 2023 and 2022, respectively. The weighted-average grant-date fair value per share of the Company’s nonvested share awards granted in the first nine months of fiscal 2023 and 2022 was $7.91 and $15.03, respectively. No nonvested share unit awards were granted during the periods presented.

A summary of the status of the Company’s nonvested share awards is presented below:

 

 

Shares

 

 

Weighted-
Average Grant-
Date Fair
Value

 

Balance at January 1, 2023

 

 

587,675

 

 

$

11.64

 

Granted

 

 

327,112

 

 

 

7.91

 

Vested

 

 

(250,055

)

 

 

9.65

 

Forfeited

 

 

(23,670

)

 

 

10.72

 

Balance at October 1, 2023

 

 

641,062

 

 

$

10.55

 

To satisfy employee minimum statutory tax withholding requirements for nonvested share awards that vest, the Company withholds and retires a portion of the vesting common shares, unless an employee elects to pay cash. In the first nine months of fiscal 2023, the Company withheld 80,065 common shares with a total value of $0.6 million. This amount is presented as a cash outflow from financing activities in the accompanying interim unaudited condensed consolidated statement of cash flows.

As of October 1, 2023, there was $5.3 million of total unrecognized compensation expense related to nonvested share awards, which is expected to be recognized over a weighted-average period of 2.4 years. As of October 1, 2023, there was no remaining unrecognized compensation expense related to nonvested share unit awards.

(11)
Subsequent Events

On October 26, 2023, the Company’s Board of Directors declared a quarterly cash dividend of $0.125 per share of outstanding common stock, which will be paid on December 15, 2023 to stockholders of record as of December 1, 2023.

 

- 18 -


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and the Board of Directors of

Big 5 Sporting Goods Corporation

El Segundo, California

Results of Review of Interim Financial Information

We have reviewed the accompanying condensed consolidated balance sheet of Big 5 Sporting Goods Corporation and subsidiaries (the “Company”) as of October 1, 2023, the related condensed consolidated statements of operations and stockholders’ equity for the fiscal 13-week and 39-week periods ended October 1, 2023 and October 2, 2022, and of cash flows for the fiscal 39-week periods ended October 1, 2023 and October 2, 2022, and the related notes (collectively referred to as the “interim financial information”). Based on our reviews, we are not aware of any material modifications that should be made to the accompanying interim financial information for it to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet of the Company as of January 1, 2023, and the related consolidated statements of operations, stockholders’ equity, and cash flows for the fiscal year then ended (not presented herein); and in our report dated March 1, 2023, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet as of January 1, 2023, is fairly stated, in all material respects, in relation to the consolidated balance sheet from which it has been derived.

Basis for Review Results

This interim financial information is the responsibility of the Company’s management. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our reviews in accordance with standards of the PCAOB. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the PCAOB, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

/s/ Deloitte & Touche LLP

Los Angeles, California

November 1, 2023

 

 

- 19 -


 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the Big 5 Sporting Goods Corporation (“we,” “our,” “us”) financial condition and results of operations includes information with respect to our plans and strategies for our business and should be read in conjunction with our interim unaudited condensed consolidated financial statements and related notes (“Interim Financial Statements”) included herein, the Risk Factors included herein and in our other filings with the Securities and Exchange Commission (“SEC”), and our consolidated financial statements, related notes, Risk Factors and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the fiscal year ended January 1, 2023.

Our fiscal year ends on the Sunday nearest December 31. Fiscal 2023 is comprised of 52 weeks and ends on December 31, 2023. Fiscal 2022 was comprised of 52 weeks and ended on January 1, 2023. The interim periods in fiscal 2023 and 2022 are each comprised of 13 weeks.

Overview

We are a leading sporting goods retailer in the western United States, with 430 stores and an e-commerce platform under the name “Big 5 Sporting Goods” as of October 1, 2023. We provide a full-line product offering in a traditional sporting goods store format that averages approximately 12,000 square feet. Our product mix includes athletic shoes, apparel and accessories, as well as a broad selection of outdoor and athletic equipment for team sports, fitness, camping, hunting, fishing, home recreation, tennis, golf, and winter and summer recreation.

In the first nine months of fiscal 2023 we opened two new stores and closed four stores, one of which was a relocation, and in the first nine months of fiscal 2022 we opened one new store which was a relocation. For fiscal 2023, we anticipate opening approximately two new stores and closing approximately six stores.

Executive Summary

Our net income in the third quarter of fiscal 2023 decreased compared with net income in the third quarter of fiscal 2022 primarily resulting from reduced net sales, which were partially offset by the favorable impact of higher merchandise margins and lower selling and administrative expense year over year. Reduced net sales in the third quarter of fiscal 2023 continued to reflect challenging macro-economic conditions including significant and persistent inflationary pressures that dampened consumer sentiment and weakened discretionary spending, which negatively impacted demand across each of our major merchandise categories of hardgoods, footwear and apparel.

Net sales for the third quarter of fiscal 2023 decreased 8.2% to $239.9 million compared to $261.4 million for the third quarter of fiscal 2022. The decrease in net sales reflects a decline of 8.2% in same store sales when compared with the third quarter of fiscal 2022. Our lower same store sales in the third quarter of fiscal 2023 continued to reflect significant and persistent inflationary pressures that negatively impacted consumer demand, which contributed to reduced net sales.
Gross profit for the third quarter of fiscal 2023 represented 33.2% of net sales, compared with 33.1% in the third quarter of the prior year. The slight increase in gross profit margin primarily reflects the favorable impact of higher merchandise margins, largely offset by higher distribution expense, including costs capitalized into inventory, and store occupancy expense as a percentage of net sales. Our merchandise margins remained healthy and continued to compare favorably to pre-pandemic levels.
Selling and administrative expense for the third quarter of fiscal 2023 decreased to $76.6 million, or 31.9% of net sales, compared to $78.2 million, or 29.9% of net sales, for the third quarter of fiscal 2022. The reduction in selling and administrative expense primarily reflects decreases in employee labor and benefit-related expense, partially offset by an increase in legal expense.
Net income for the third quarter of fiscal 2023 was $1.9 million, or $0.08 per diluted share, compared to net income of $6.4 million, or $0.29 per diluted share, for the third quarter of fiscal 2022, primarily reflecting reduced net sales which were partially offset by the favorable impact of higher merchandise margins and lower selling and administrative expense year over year.
Operating cash flow for the first nine months of fiscal 2023 was a positive $21.1 million compared to operating cash flow in the first nine months of fiscal 2022 of a negative $29.9 million. The increased operating cash flow was due primarily to decreased funding of merchandise inventory and accrued expenses, primarily related to company performance-based incentive accruals, partially offset by lower net income.
Capital expenditures for the first nine months of fiscal 2023 decreased to $8.2 million from $8.8 million for the first nine months of fiscal 2022. We expect to open approximately two new stores in fiscal 2023, after opening three new stores in the prior year.

 

- 20 -


 

We had cash and cash equivalents of $17.9 million and $34.4 million as of October 1, 2023 and October 2, 2022, respectively. The balance as of October 2, 2022 included cash equivalents of $10.0 million related to investments in highly-liquid U.S. Treasury bills. We have had no borrowings under our credit facility since the full pay-down of outstanding balances under the credit facility in the third quarter of fiscal 2020.
We paid cash dividends in the first nine months of fiscal 2023 of $17.0 million, or $0.75 per share, compared with $16.9 million, or 0.75 per share, in the first nine months of fiscal 2022.
We did not repurchase any shares of common stock in the first nine months of fiscal 2023, and we repurchased 295,719 shares of common stock for $4.1 million in the first nine months of fiscal 2022.

Results of Operations

The results of the interim periods are not necessarily indicative of results for the entire fiscal year.

13 Weeks Ended October 1, 2023 Compared to 13 Weeks Ended October 2, 2022

The following table sets forth selected items from our interim unaudited condensed consolidated statements of operations by dollar and as a percentage of our net sales for the periods indicated:

 

 

13 Weeks Ended

 

 

 

October 1,
2023

 

 

October 2,
2022

 

 

 

(Dollars in thousands)

 

Net sales

 

$

239,889

 

 

 

100.0

%

 

$

261,445

 

 

 

100.0

%

Cost of sales (1)

 

 

160,331

 

 

 

66.8

 

 

 

174,862

 

 

 

66.9

 

Gross profit

 

 

79,558

 

 

 

33.2

 

 

 

86,583

 

 

 

33.1

 

Selling and administrative expense (2)

 

 

76,575

 

 

 

31.9

 

 

 

78,205

 

 

 

29.9

 

Operating income

 

 

2,983

 

 

 

1.3

 

 

 

8,378

 

 

 

3.2

 

Interest (income) expense

 

 

(95

)

 

 

0.0

 

 

 

69

 

 

 

0.0

 

Income before income taxes

 

 

3,078

 

 

 

1.3

 

 

 

8,309

 

 

 

3.2

 

Income tax expense

 

 

1,220

 

 

 

0.5

 

 

 

1,940

 

 

 

0.7

 

Net income

 

$

1,858

 

 

 

0.8

%

 

$

6,369

 

 

 

2.5

%

 

(1)
Cost of sales includes the cost of merchandise, net of discounts or allowances earned, freight, inventory reserves, buying, distribution center expense, including depreciation and amortization, and store occupancy expense. Store occupancy expense includes rent, amortization of leasehold improvements, common area maintenance, property taxes and insurance.
(2)
Selling and administrative expense includes store-related expense, other than store occupancy expense, as well as advertising, depreciation and amortization, expense associated with operating our corporate headquarters and impairment charges, if any.

Net Sales. Net sales decreased by $21.5 million, or 8.2%, to $239.9 million in the third quarter of fiscal 2023 from $261.4 million in the third quarter last year. The change in net sales reflected the following:

Same store sales decreased by $21.2 million, or 8.2%, for the 13 weeks ended October 1, 2023, versus the comparable 13-week period in the prior year. The decline in same store sales was attributed to the following:
o
The decrease in same store sales in the third quarter of fiscal 2023 continued to reflect significant and persistent inflationary pressures that dampened consumer sentiment and weakened discretionary spending, which contributed to reduced net sales.
o
Our lower same store sales reflected decreases in our major merchandise categories of hardgoods, footwear and apparel.
o
Same store sales comparisons are made on a comparable-day basis. Same store sales for a period normally consist of sales for stores that operated throughout the period and the full corresponding prior-year period, along with sales from e-commerce. Same store sales comparisons exclude sales from stores permanently closed, or stores in the process of closing, during the comparable periods. Sales from e-commerce in the third quarter of fiscal 2023 and 2022 were not material.
We experienced decreased customer transactions of 9.0% and a higher average sale per transaction of 0.8% in the third quarter of fiscal 2023 compared to the prior year.

 

- 21 -


 

Gross Profit. Gross profit decreased by $7.0 million to $79.6 million, or 33.2% of net sales, in the 13 weeks ended October 1, 2023, compared with $86.6 million, or 33.1% of net sales, in the 13 weeks ended October 2, 2022. The change in gross profit was primarily attributable to the following:

Net sales decreased by $21.5 million, or 8.2%, compared with the third quarter of last year.
Distribution expense, including costs capitalized into inventory, increased by $0.1 million, or an unfavorable 59 basis points as a percentage of net sales, in the third quarter of fiscal 2023 compared to the prior year. The increase primarily reflected decreased costs capitalized into inventory, which were partially offset by lower freight, fuel and employee labor expense.
Merchandise margins, which exclude buying, occupancy and distribution expense, increased by a favorable 52 basis points compared with the third quarter of last year, primarily reflecting lower freight costs and shifts in sales mix. Our merchandise margins remained healthy and continued to compare favorably to pre-pandemic levels.
Store occupancy expense decreased by a favorable $1.2 million, but increased by an unfavorable 38 basis points as a percentage of net sales, compared with the third quarter of last year, which resulted from a $1.6 million extinguishment of certain real estate-related liabilities.

Selling and Administrative Expense. Selling and administrative expense decreased by $1.6 million to $76.6 million, or 31.9% of net sales, in the 13 weeks ended October 1, 2023, compared to $78.2 million, or 29.9% of net sales, in the third quarter of last year. The change in selling and administrative expense was primarily attributable to the following:

Store-related expense, excluding occupancy, decreased by $2.4 million due largely to decreases in employee labor and benefit-related expense. While employee labor expense decreased by $1.0 million as a result of reduced operating hours, these reductions were offset by continuing wage rate pressures. Wages continue to reflect the incremental impact of legislated minimum wage rate increases primarily in California, where over half of our stores are located. In California, state-wide minimum wage rates have risen from $10.00 per hour in 2017 to $15.50 per hour beginning on January 1, 2023. Additionally, certain other jurisdictions within California, including Los Angeles and San Francisco, as well as various other states in which we do business, are and have been implementing their own scheduled increases that exceed the state-wide minimum wage rates, which may also include interim impacts effective at various points throughout the year. Labor expense for the third quarter of fiscal 2023 also reflected higher demand for labor in many of our markets resulting in higher wage rates. We estimate that the combined impact of these wage rate pressures caused our labor expense to increase by approximately $0.8 million for the third quarter of fiscal 2023 compared with the third quarter of fiscal 2022.
Our advertising expense decreased by $0.2 million in the third quarter of fiscal 2023 and remains less than half of our pre-pandemic expense level. We expect our expense to continue to benefit from reduced advertising activity in the foreseeable future as we continue to evaluate the impact on our sales.
Administrative expense increased by $1.0 million, primarily attributable to an increase in legal expense resulting from a tentative legal settlement, partially offset by decreases in company performance-based incentive accruals in the current year.

Interest (Income) Expense. Interest expense decreased by $0.2 million in the third quarter of fiscal 2023 compared to the third quarter of fiscal 2022 as a result of generating interest income for the current fiscal year reflecting higher interest earned on cash equivalents.

Income Tax Expense. The provision for income taxes was $1.2 million for the third quarter of fiscal 2023 compared to $1.9 million for the third quarter of fiscal 2022, primarily reflecting lower pre-tax income compared to the third quarter of fiscal 2022.

 

- 22 -


 

39 Weeks Ended October 1, 2023 Compared to 39 Weeks Ended October 2, 2022

The following table sets forth selected items from our interim unaudited condensed consolidated statements of operations by dollar and as a percentage of our net sales for the periods indicated:

 

 

39 Weeks Ended

 

 

 

October 1,
2023

 

 

October 2,
2022

 

 

 

(Dollars in thousands)

 

Net sales

 

$

688,395

 

 

 

100.0

%

 

$

757,226

 

 

 

100.0

%

Cost of sales (1)

 

 

461,790

 

 

 

67.1

 

 

 

495,844

 

 

 

65.5

 

Gross profit

 

 

226,605

 

 

 

32.9

 

 

 

261,382

 

 

 

34.5

 

Selling and administrative expense (2)

 

 

224,114

 

 

 

32.6

 

 

 

230,150

 

 

 

30.4

 

Operating income

 

 

2,491

 

 

 

0.3

 

 

 

31,232

 

 

 

4.1

 

Interest (income) expense

 

 

(265

)

 

 

0.0

 

 

 

389

 

 

 

0.1

 

Income before income taxes

 

 

2,756

 

 

 

0.3

 

 

 

30,843

 

 

 

4.0

 

Income tax expense

 

 

987

 

 

 

0.1

 

 

 

6,437

 

 

 

0.9

 

Net income

 

$

1,769

 

 

 

0.2

%

 

$

24,406

 

 

 

3.1

%

 

(1)
Cost of sales includes the cost of merchandise, net of discounts or allowances earned, freight, inventory reserves, buying, distribution center expense, including depreciation and amortization, and store occupancy expense. Store occupancy expense includes rent, amortization of leasehold improvements, common area maintenance, property taxes and insurance.
(2)
Selling and administrative expense includes store-related expense, other than store occupancy expense, as well as advertising, depreciation and amortization, expense associated with operating our corporate headquarters and impairment charges, if any.

Net Sales. Net sales decreased by $68.8 million, or 9.1%, to $688.4 million in the first nine months of fiscal 2023 from $757.2 million in the first nine months of last year. The change in net sales reflected the following:

Same store sales decreased by $68.1 million, or 9.1%, for the 39 weeks ended October 1, 2023, versus the comparable 39-week period in the prior year. The decline in same store sales was attributed to the following:
o
The decrease in same store sales in the first nine months of fiscal 2023 reflected a continuation of significant and persistent inflationary pressures and heightened recessionary concerns that dampened consumer sentiment and weakened discretionary spending, which negatively affected sales. While we experienced strong winter-related product sales as a result of favorable winter-weather conditions during the first quarter of fiscal 2023, cooler-than-normal weather patterns negatively impacted sales for the spring and summer product categories through the second quarter of fiscal 2023.
o
Our lower same store sales reflected decreases in our major merchandise categories of hardgoods, footwear and apparel.
o
Same store sales comparisons are made on a comparable-day basis. Same store sales for a period normally consist of sales for stores that operated throughout the period and the full corresponding prior-year period, along with sales from e-commerce. Same store sales comparisons exclude sales from stores permanently closed, or stores in the process of closing, during the comparable periods. Sales from e-commerce in the first nine months of fiscal 2023 and 2022 were not material.
We experienced decreased customer transactions of 8.1% and a lower average sale per transaction of 1.0% in the first nine months of fiscal 2023 compared to the prior year.

Gross Profit. Gross profit decreased by $34.8 million to $226.6 million, or 32.9% of net sales, in the 39 weeks ended October 1, 2023, compared with $261.4 million, or 34.5% of net sales, in the 39 weeks ended October 2, 2022. The change in gross profit was primarily attributable to the following:

Net sales decreased by $68.8 million, or 9.1%, compared with the first nine months last year.
Distribution expense, including costs capitalized into inventory, increased by an unfavorable $1.9 million, or 80 basis points as a percentage of net sales, in the first nine months of fiscal 2023 compared to the prior year. The increase primarily reflected decreased costs capitalized into inventory, which were partially offset by the favorable impact of lower freight, fuel and employee labor and benefit-related expense.
Merchandise margins, which exclude buying, occupancy and distribution expense, increased by a favorable 12 basis points compared with the first nine months of last year. Our merchandise margins remained healthy and continued to compare favorably to pre-pandemic levels.

 

- 23 -


 

Store occupancy expense decreased by a favorable $0.1 million, but increased by an unfavorable 98 basis points as a percentage of net sales, compared with the first nine months of last year.

Selling and Administrative Expense. Selling and administrative expense decreased by $6.1 million to $224.1 million, or 32.6% of net sales, in the 39 weeks ended October 1, 2023, compared to $230.2 million, or 30.4% of net sales, in the first nine months of last year. The change in selling and administrative expense was primarily attributable to the following:

Store-related expense, excluding occupancy, decreased by $2.7 million due largely to reductions in employee benefit-related expense, primarily health and welfare expense as compared to the prior year which experienced a surge related to post-COVID-19 medical treatment. These reductions were partially offset by increases in employee labor expense, store security and systems improvements and the impact of broad-based inflation. Wages continue to reflect the incremental impact of legislated minimum wage rate increases primarily in California, where over half of our stores are located. In California, state-wide minimum wage rates have risen from $10.00 per hour in 2017 to $15.50 per hour beginning on January 1, 2023. Additionally, certain other jurisdictions within California, including Los Angeles and San Francisco, as well as various other states in which we do business, are and have been implementing their own scheduled increases that exceed the state-wide minimum wage rates, which may also include interim impacts effective at various points throughout the year. Labor expense for the first nine months of fiscal 2023 also reflected higher demand for labor in many of our markets resulting in higher wage rates. We estimate that the combined impact of these wage rate pressures caused our labor expense to increase by approximately $3.6 million for the first nine months of fiscal 2023 compared with the first nine months of fiscal 2022.
Administrative expense decreased by $1.9 million, primarily attributable to decreases in company performance-based incentive accruals and employee benefit-related expense in the current year, partially offset by an increase in legal expense primarily resulting from a tentative legal settlement, and an increase in employee labor expense.
Our advertising expense decreased by $1.4 million in the first nine months of fiscal 2023 and remains less than half of our pre-pandemic expense level. We expect our expense to continue to benefit from reduced advertising activity in the foreseeable future as we continue to evaluate the impact on our sales.

Interest (Income) Expense. Interest expense decreased by $0.7 million in the first nine months of fiscal 2023 compared to the first nine months of fiscal 2022 as a result of generating interest income for the current fiscal year reflecting higher interest earned on cash equivalents.

Income Tax Expense. The provision for income taxes was $1.0 million for the first nine months of fiscal 2023 compared to $6.4 million for the first nine months of fiscal 2022, primarily reflecting lower pre-tax income and a tax deduction related to share-based compensation compared to the first nine months of fiscal 2022.

Liquidity and Capital Resources

Our principal liquidity requirements are for working capital, capital expenditures and cash dividends. We fund our liquidity requirements primarily through cash and cash equivalents, cash flows from operations and borrowings from the revolving credit facility, when necessary.

As of October 1, 2023, we had $17.9 million of cash compared to $34.4 million of cash and cash equivalents as of October 2, 2022. Our cash flows from operating, investing and financing activities are summarized as follows:

 

 

 

39 Weeks Ended

 

 

 

October 1,
2023

 

 

October 2,
2022

 

 

 

(In thousands)

 

Total cash provided by (used in):

 

 

 

 

 

 

Operating activities

 

$

21,064

 

 

$

(29,918

)

Investing activities

 

 

(8,186

)

 

 

(8,814

)

Financing activities

 

 

(20,573

)

 

 

(24,249

)

Net decrease in cash and cash equivalents

 

$

(7,695

)

 

$

(62,981

)

Operating Activities. Operating cash flows for the first nine months of fiscal 2023 and 2022 were a positive $21.1 million and a negative $29.9 million, respectively. The increased cash flow provided by operating activities for the first nine months of fiscal 2023 compared to the prior year primarily reflects decreased funding of merchandise inventory and accrued expenses, primarily related to company performance-based incentive accruals, partially offset by lower net income.

 

- 24 -


 

Investing Activities. Net cash used in investing activities for the first nine months of fiscal 2023 and 2022 was $8.2 million and $8.8 million, respectively. Capital expenditures, excluding non-cash acquisitions, represented substantially all of the cash used in investing activities for each period. Capital expenditures for both periods primarily reflect store-related remodeling, distribution center investments and computer hardware and software purchases.

Financing Activities. Financing cash flows for the first nine months of fiscal 2023 and 2022 were a negative $20.6 million and a negative $24.2 million, respectively. For the first nine months of both periods, cash was used primarily to fund dividend payments and make principal payments on finance lease liabilities. For the first nine months of fiscal 2022, cash was also used to purchase treasury stock.

As of October 1, 2023 and October 2, 2022, we had no revolving credit borrowings, and $1.4 million and $1.1 million, respectively, of letter of credit commitments outstanding.

In fiscal 2022 we paid four quarterly cash dividends of $0.25 per share of outstanding common stock. In the first nine months of fiscal 2023, we paid three quarterly cash dividends of $0.25 per share of outstanding common stock, and in the fourth quarter of fiscal 2023, our Board of Directors declared a quarterly cash dividend of $0.125 per share of outstanding common stock, which will be paid on December 15, 2023 to stockholders of record as of December 1, 2023.

Periodically, we repurchase our common stock in the open market pursuant to programs approved by our Board of Directors. We may repurchase our common stock for a variety of reasons, including, among other things, our alternative cash requirements, existing business conditions and the current market price of our stock. In the first quarter of fiscal 2022, our Board of Directors authorized a new share repurchase program of up to $25.0 million of our common stock, which replaced the previous share repurchase program. Under this program, we may purchase shares from time to time in the open market or in privately negotiated transactions in compliance with the applicable rules and regulations of the SEC. However, the timing and amount of such purchases, if any, would be at the discretion of our management and Board of Directors, and would depend on market conditions and other considerations. We repurchased 295,719 shares of our common stock for $4.1 million in the full year of fiscal 2022. We did not repurchase any shares of our common stock in the first nine months of fiscal 2023. Since the inception of our initial share repurchase program in May 2006 through October 1, 2023, we have repurchased a total of 4,186,014 shares for $53.6 million.

Loan Agreement. We are party to a Loan, Guaranty and Security agreement with Bank of America, N.A. (“BofA”), as agent and lender, which was amended on November 22, 2021, October 19, 2022 and May 16, 2023 (as so amended, the “Loan Agreement”). The Loan Agreement has a maturity date of February 24, 2026 and provides for a revolving credit facility with an aggregate committed availability of up to $150.0 million. We may also request additional increases in aggregate availability, up to a maximum of $200.0 million, in which case the existing lender under the Loan Agreement will have the option to increase their commitment to accommodate the requested increase. If the lender does not exercise that option, we may (with the consent of BofA in its role as the administrative agent, not to be unreasonably withheld) seek other lenders willing to provide such commitments. The credit facility includes a $50.0 million sublimit for issuances of letters of credit.

We may borrow under the Loan Agreement from time to time, provided the amounts outstanding will not exceed the lesser of the then aggregate committed availability (as discussed above) and the Borrowing Base (such lesser amount being referred to as the “Line Cap”). As defined in the Loan Agreement, the “Borrowing Base” generally is comprised of the sum, at the time of calculation, of (a) 90.00% of eligible credit card receivables; plus (b) the cost of eligible inventory (other than eligible in-transit inventory), net of inventory reserves, multiplied by 90.00% of the appraised net orderly liquidation value of eligible inventory (expressed as a percentage of the cost of eligible inventory); plus (c) the cost of eligible in-transit inventory, net of inventory reserves, multiplied by 90.00% of the appraised net orderly liquidation value of eligible in-transit inventory (expressed as a percentage of the cost of eligible in-transit inventory), minus (d) certain agreed-upon reserves as well as other reserves established by BofA in its role as the administrative agent in its reasonable discretion.

 

- 25 -


 

Generally, we may designate specific borrowings under the Loan Agreement as either base rate loans or Term SOFR rate loans. The applicable interest rate on our borrowings is a function of the daily average, over the preceding fiscal quarter, of the excess of the Line Cap over amounts borrowed (such amount being referred to as the “Average Daily Availability”). Those loans designated as Term SOFR rate loans bear interest at a rate equal to the then applicable secured overnight financing rate as administered by the Federal Reserve Bank of New York (“SOFR”) rate plus a 0.10% “SOFR adjustment” spread, plus an applicable margin as shown in the table below. Those loans designated as base rate loans bear interest at a rate equal to the applicable margin for base rate loans (as shown below) plus the highest of (a) the Federal funds rate, as in effect from time to time, plus one-half of one percent (0.50%), (b) the one-month SOFR rate, plus one percentage point (1.00%), or (c) the rate of interest in effect for such day as announced from time to time within BofA as its “prime rate.” The applicable margin for all loans will be a function of Average Daily Availability for the preceding fiscal quarter as set forth below.

Level

 

Average Daily Availability

 

SOFR Rate
Applicable
Margin

 

Base Rate
Applicable Margin

I

 

Greater than or equal to $70,000,000

 

1.375%

 

0.375%

II

 

Less than $70,000,000

 

1.500%

 

0.500%

The commitment fee assessed on the unused portion of the credit facility is 0.20% per annum.

Obligations under the Loan Agreement are secured by a general lien on and security interest in substantially all of our assets. The Loan Agreement contains covenants that require us to maintain a fixed charge coverage ratio of not less than 1.0:1.0 in certain circumstances, and limits the ability to, among other things, incur liens, incur additional indebtedness, transfer or dispose of assets, change the nature of the business, guarantee obligations, pay dividends or make other distributions or repurchase stock, and make advances, loans or investments. We may generally declare or pay cash dividends or repurchase stock only if, among other things, no default or event of default then exists or would arise from such dividend or repurchase of stock and, after giving effect to such dividend or repurchase, certain availability and/or fixed charge coverage ratio requirements are satisfied, although we are permitted to make up to $5.0 million of dividend payments or stock repurchases per year without satisfaction of the availability or fixed charge coverage ratio requirements, but dividends or stock repurchases made without satisfying the availability and/or fixed charge coverage ratio requirements will require the establishment of an additional reserve that will reduce borrowing availability under the Loan Agreement for 75 days. The Loan Agreement contains customary events of default, including, without limitation, failure to pay when due principal amounts with respect to the credit facility, failure to pay any interest or other amounts under the credit facility, failure to comply with certain agreements or covenants contained in the Loan Agreement, failure to satisfy certain judgments against us, failure to pay when due (or any other default which permits the acceleration of) certain other material indebtedness in principal amount in excess of $5.0 million, and certain insolvency and bankruptcy events.

Future Capital Requirements. We had cash of $17.9 million as of October 1, 2023. We expect capital expenditures for fiscal 2023, excluding non-cash acquisitions, to range from approximately $8.0 million to $12.0 million primarily to fund store-related remodeling, the opening of new stores, distribution center investments and computer hardware and software purchases. For fiscal 2023, we anticipate opening approximately two new stores and closing approximately six stores.

Dividends are paid at the discretion of our Board of Directors. In fiscal 2022 we paid four quarterly cash dividends of $0.25 per share of outstanding common stock. In the first nine months of fiscal 2023, we paid three quarterly cash dividends of $0.25 per share of outstanding common stock, and in the fourth quarter of fiscal 2023, our Board of Directors declared a quarterly cash dividend of $0.125 per share of outstanding common stock, which will be paid on December 15, 2023 to stockholders of record as of December 1, 2023.

As of October 1, 2023, a total of $20.9 million remained available for share repurchases under our new share repurchase program. We did not repurchase any shares of our common stock in the first nine months of fiscal 2023. We consider several factors in determining when and if we make share repurchases including, among other things, our alternative cash requirements, existing business conditions and the market price of our stock.

We believe we will be able to fund our cash requirements from cash and cash equivalents, operating cash flows and borrowings from our credit facility, for at least the next 12 months.

 

- 26 -


 

Contractual Obligations. Our material contractual obligations include operating lease commitments associated with our leased properties and other occupancy expense, finance lease obligations, borrowings under the credit facility, if any, and other liabilities. Operating lease commitments consist principally of leases for our retail store facilities, distribution center and corporate offices. These leases frequently include options which permit us to extend the terms beyond the initial fixed lease term, and we intend to renegotiate most of these leases as they expire. Operating lease commitments also consist of information technology (“IT”) systems hardware, distribution center delivery tractors and equipment. Additional information regarding our operating and finance leases is available in Notes 2 and 5 to the Interim Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q.

In the first nine months of fiscal 2023 and 2022, we had zero borrowings under our revolving credit facility.

In the ordinary course of business, we enter into arrangements with vendors to purchase merchandise in advance of expected delivery. Because most of these purchase orders do not contain any termination payments or other penalties if cancelled, they are not included as outstanding contractual obligations.

Critical Accounting Estimates

As discussed in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the fiscal year ended January 1, 2023, we consider our estimates on valuation of merchandise inventory and valuation of long-lived assets to be among the most critical in understanding the judgments that are involved in preparing our consolidated financial statements. There have been no significant changes to these estimates in the 39 weeks ended October 1, 2023.

Seasonality and Impact of Inflation

We experience seasonal fluctuations in our net sales and operating results, which can suffer when weather does not conform to seasonal norms. Seasonality in our net sales influences our buying patterns which directly impacts our merchandise and accounts payable levels and cash flows. We purchase merchandise for seasonal activities in advance of a season and supplement our merchandise assortment as necessary and when possible during the season. Our efforts to replenish products during a season are not always successful. In the fourth fiscal quarter, which includes the holiday selling season and the start of the winter selling season, we normally experience higher inventory purchase volumes and increased expense for staffing and advertising. If we miscalculate the consumer demand for our products generally or for our product mix in advance of a season, particularly the fourth quarter, our net sales can decline, which can harm our financial performance. A significant shortfall from expected net sales, particularly during the fourth quarter, can negatively impact our annual operating results.

In fiscal 2022 and the first nine months of fiscal 2023, we experienced greater inflation in the cost of products that we purchase for resale than in previous years. While our merchandise inventory costs have been impacted by inflationary pressures, we have generally been able to adjust our selling prices in response to these higher product purchase costs. However, if we are unable to adjust our selling prices for product purchase cost increases that might occur in the future, then our merchandise margins could decline, which would adversely impact our operating results. In fiscal 2022 and the first nine months of fiscal 2023, we also experienced increased wage rate pressure as a result of higher demand and competition for labor in many of our markets and we expect these dynamics to continue in fiscal 2023. Broad-based inflationary pressures adversely impacted many categories of costs and expenses during fiscal 2022 and the first nine months of fiscal 2023. This impact is expected to continue during the remainder of fiscal 2023.

Recently Issued Accounting Updates

See Note 2 to the Interim Financial Statements included in Part I, Item 1, Financial Statements, of this Quarterly Report on Form 10-Q.

 

- 27 -


 

Forward-Looking Statements

This document includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate to, among other things, our financial condition, our results of operations, our growth strategy and the business of our company generally. In some cases, you can identify such statements by terminology such as “may,” “could,” “project,” “estimate,” “potential,” “continue,” “should,” “expects,” “plans,” “anticipates,” “believes,” “intends” or other such terminology. These forward-looking statements involve known and unknown risks and uncertainties and other factors that may cause our actual results in current or future periods to change significantly and differ materially from forecasted results. These forward-looking statements involve known and unknown risks and uncertainties and other factors that may cause our actual results in current or future periods to change significantly and differ materially from forecasted results. These risks and uncertainties include, among other things, the economic impacts of COVID-19, including any potential variants, on our business operations, including as a result of regulations that may be issued in response to COVID-19, global supply chain disruptions resulting from the ongoing conflict in Ukraine, changes in the consumer spending environment, fluctuations in consumer holiday spending patterns, increased competition from e-commerce retailers, breach of data security or other unauthorized disclosure of sensitive personal or confidential information, the competitive environment in the sporting goods industry in general and in our specific market areas, inflation, product availability and growth opportunities, changes in the current market for (or regulation of) firearm-related products, a reduction or loss of product from a key supplier, disruption in product flow, seasonal fluctuations, weather conditions, changes in cost of goods, operating expense fluctuations, increases in labor and benefit-related expense, changes in laws or regulations, including those related to tariffs and duties as well as environmental, social and governance issues, public health issues (including those caused by COVID-19 or any potential variants), impacts from civil unrest or widespread vandalism, lower than expected profitability of our e-commerce platform or cannibalization of sales from our existing store base which could occur as a result of operating the e-commerce platform, litigation risks, stockholder campaigns and proxy contests, risks related to our historically leveraged financial condition, changes in interest rates, credit availability, higher expense associated with sources of credit resulting from uncertainty in financial markets and economic conditions in general. Those and other risks and uncertainties are more fully described in Part II, Item 1A, Risk Factors, in this report and in Part I, Item 1A, Risk Factors, in our Annual Report on Form 10-K and other filings with the SEC. We caution that the risk factors set forth in this report and the other reports that we file with the SEC are not exclusive. In addition, we conduct our business in a highly competitive and rapidly changing environment. Accordingly, new risk factors may arise. It is not possible for management to predict all such risk factors, nor to assess the impact of all such risk factors on our business or the extent to which any individual risk factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. We undertake no obligation to revise or update any forward-looking statement that may be made from time to time by us or on our behalf.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Because we are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act, we are not required to provide the information under this item.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report. Based on such evaluation, our CEO and CFO have concluded that, as of the end of such period, our disclosure controls and procedures are effective, at a reasonable assurance level, in recording, processing, summarizing and reporting, on a timely basis, information required to be disclosed by us in the reports that we file or submit under the Exchange Act and are effective in ensuring that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

During the fiscal quarter ended October 1, 2023, no changes occurred with respect to our internal control over financial reporting that materially affected, or are reasonably likely to materially affect, internal control over financial reporting.

 

- 28 -


 

PART II. OTHER INFORMATION

On March 13, 2023, a complaint was filed in the Superior Court of the State of California, County of Santa Clara, entitled Zareyah Thompson v. Big 5 Corp., et. al., Case No. 23CV412334 (“Thompson Complaint”). The Thompson Complaint was brought as a purported California Private Attorneys General Act (“PAGA”) action on behalf of “current and former employees who worked for the Company or its operating subsidiary in California as a non-exempt, hourly paid employee and received at least one wage statement.” The Thompson Complaint alleges, among other things, that Big 5 failed to (i) provide minimum wages, (ii) provide compliant meal or rest periods, (iii) maintain and provide accurate itemized wage statements, (iv) properly compensate for all time worked, including overtime, premium, vacation and final wages, (v) properly maintain payroll records, and (vi) provide suitable seating. On March 21, 2023, a second complaint was filed in the Superior Court of the State of California, County of Santa Clara, entitled Christopher Puga v. Big 5 Corp., et. al., Case No. 23CV412953 (“Puga Complaint”). The Puga Complaint was brought as a purported PAGA action on behalf of “all current and former non-exempt employees that worked either directly or via a staffing agency for the Company or its operating subsidiary at any location in California” (“Putative Covered Employees”). The Puga Complaint alleges, among other things, that Big 5 (i) unlawfully required Putative Covered Employees to agree to unlawful criminal background checks, (ii) conducted unlawful financial and criminal background checks, and did not (iii) provide minimum wages, (iv) provide accurate itemized wage statements, (v) maintain accurate records pertaining to the Putative Covered Employees’ employment, (vi) produce or make available Putative Covered Employees’ personnel records and/or payroll records, (vii) provide compliant meal or rest periods, (viii) properly compensate for all time worked, including overtime, premium, vacation, and final wages, (ix) reimburse necessary business expenses; (x) provide suitable seating; (xi) provide sick leave pay to Putative Covered Employees, (xii) accurately calculate sick leave accrual and rate of pay, (xiii) put the Putative Covered Employees on notice of their paid sick leave rights, and (xiv) provide supplemental paid sick leave. The Thompson and Puga complaints have many overlapping causes of action. Accordingly, on or about April 12, 2023, a notice of related cases was filed with the Court regarding the Thompson Complaint and Puga Complaint. The Court subsequently conducted a case management conference on June 29, 2023 for both complaints, and jointly coordinated the complaints. The Company’s counsel held a mediation with opposing counsel on September 27, 2023. The Company has reached a tentative settlement in both cases and established a cumulative indemnity reserve of $1.5 million. Any settlement finalized will be subject to Court approval.

The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters is not expected to have a material adverse effect on the Company’s results of operations or financial condition.

Item 1A. Risk Factors

There have been no material changes to the risk factors identified in Part I, Item 1A, Risk Factors, of the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2023.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

During the fiscal quarter ended October 1, 2023, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

 

- 29 -


 

Item 6. Exhibits

(a)
Exhibits

Exhibit Number

 

Description of Document

 

 

 

  15.1

 

Independent Auditors’ Awareness Letter Regarding Interim Financial Statements. (1)

 

 

 

  31.1

 

Rule 13a-14(a) Certification of Chief Executive Officer. (1)

 

 

 

  31.2

 

Rule 13a-14(a) Certification of Chief Financial Officer. (1)

 

 

 

  32.1

 

Section 1350 Certification of Chief Executive Officer. (1)

 

 

 

  32.2

 

Section 1350 Certification of Chief Financial Officer. (1)

 

 

 

101.INS

 

Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document. (1)

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document. (1)

 

 

 

101.CAL

 

Inline XBRL Taxonomy Calculation Linkbase Document. (1)

 

 

 

101.DEF

 

Inline XBRL Taxonomy Definition Linkbase Document. (1)

 

 

 

101.LAB

 

Inline XBRL Taxonomy Label Linkbase Document. (1)

 

 

 

101.PRE

 

Inline XBRL Taxonomy Presentation Linkbase Document. (1)

 

 

 

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document). (1)

 

(1)
Filed herewith.

 

- 30 -


 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

BIG 5 SPORTING GOODS CORPORATION,

 

a Delaware corporation

 

 

 

Date: November 1, 2023

By:

/s/ Steven G. Miller

 

 

    Steven G. Miller

 

 

Chairman of the Board of Directors,

President and Chief Executive Officer

 

 

 

Date: November 1, 2023

By:

/s/ Barry D. Emerson

 

 

     Barry D. Emerson

 

 

Executive Vice President,

Chief Financial Officer and Treasurer

(Principal Financial and

Accounting Officer)

 

 

- 31 -


Exhibit 15.1

 

 

November 1, 2023

 

The Board of Directors and Stockholders of

Big 5 Sporting Goods Corporation

2525 East El Segundo Boulevard

El Segundo, CA 90245

We are aware that our report dated November 1, 2023, on our review of the interim financial information of Big 5 Sporting Goods Corporation and subsidiaries appearing in this Quarterly Report on Form 10-Q for the fiscal quarter ended October 1, 2023, is incorporated by reference in Registration Statement Nos.333-149730, 333-179602, 333-215545, 333-234317, and 333-268129 each on Form S-8.

/s/ Deloitte & Touche LLP

Los Angeles, California

 


 

Exhibit 31.1

CERTIFICATIONS

 

I, Steven G. Miller, certify that:

 

1.
I have reviewed this Quarterly Report on Form 10-Q of Big 5 Sporting Goods Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 1, 2023

/s/

Steven G. Miller

 

Steven G. Miller

 

President and Chief Executive Officer

 

 

 

 

 

 


 

Exhibit 31.2

CERTIFICATIONS

I, Barry D. Emerson, certify that:

 

1.
I have reviewed this Quarterly Report on Form 10-Q of Big 5 Sporting Goods Corporation;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: November 1, 2023

/s/

Barry D. Emerson

 

Barry D. Emerson

 

Executive Vice President, Chief Financial Officer and Treasurer

 

 

 

 

 

 


 

Exhibit 32.1

CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Big 5 Sporting Goods Corporation (the “Company”) for the period ending October 1, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Steven G. Miller, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

/s/

Steven G. Miller

 

Steven G. Miller

 

President and Chief Executive Officer

 

November 1, 2023

A signed original of this written statement required by Section 906 has been provided to Big 5 Sporting Goods Corporation and will be retained by Big 5 Sporting Goods Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

 


 

Exhibit 32.2

CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF
THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report on Form 10-Q of Big 5 Sporting Goods Corporation (the “Company”) for the period ending October 1, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Barry D. Emerson, Senior Vice President, Chief Financial Officer and Treasurer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

/s/

Barry D. Emerson

 

Barry D. Emerson

 

Executive Vice President, Chief Financial Officer and Treasurer

 

November 1, 2023

A signed original of this written statement required by Section 906 has been provided to Big 5 Sporting Goods Corporation and will be retained by Big 5 Sporting Goods Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

 

 


v3.23.3
Document and Entity Information - shares
9 Months Ended
Oct. 01, 2023
Oct. 24, 2023
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Oct. 01, 2023  
Document Fiscal Year Focus 2023  
Document Fiscal Period Focus Q3  
Trading Symbol BGFV  
Entity Registrant Name BIG 5 SPORTING GOODS CORPORATION  
Entity Central Index Key 0001156388  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Current Fiscal Year End Date --01-01  
Entity Filer Category Accelerated Filer  
Entity Shell Company false  
Entity Small Business true  
Entity Emerging Growth Company false  
Title of 12(b) Security Common Stock, $0.01 par value  
Security Exchange Name NASDAQ  
Entity Address, State or Province CA  
Entity File Number 000-49850  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 95-4388794  
Entity Address, Address Line One 2525 East El Segundo Boulevard  
Entity Address, City or Town El Segundo  
Entity Address, Postal Zip Code 90245  
City Area Code 310  
Local Phone Number 536-0611  
Document Quarterly Report true  
Document Transition Report false  
Entity Common Stock, Shares Outstanding   22,444,422
v3.23.3
Unaudited Condensed Consolidated Balance Sheets - USD ($)
$ in Thousands
Oct. 01, 2023
Jan. 01, 2023
Current assets:    
Cash $ 17,870 $ 25,565
Accounts receivable, net of allowances of $23 and $44, respectively 8,363 12,270
Merchandise inventories, net 291,257 303,493
Prepaid expenses 14,485 16,632
Total current assets 331,975 357,960
Operating lease right-of-use assets, net 269,345 276,016
Property and equipment, net 55,400 58,311
Deferred income taxes 8,978 9,991
Other assets, net of accumulated amortization of $1,710 and $1,359, respectively 8,394 6,515
Total assets 674,092 708,793
Current liabilities:    
Accounts payable 62,140 67,417
Accrued expenses 61,599 70,261
Current portion of operating lease liabilities 69,316 70,584
Current portion of finance lease liabilities 2,944 3,217
Total current liabilities 195,999 211,479
Operating lease liabilities, less current portion 208,115 214,584
Finance lease liabilities, less current portion 7,586 7,089
Other long-term liabilities 7,016 6,857
Total liabilities 418,716 440,009
Commitments and contingencies
Stockholders' equity:    
Common stock, $0.01 par value, authorized 50,000,000 shares; issued 26,751,677 and 26,491,750 shares, respectively; outstanding 22,444,422 and 22,184,495 shares, respectively 267 264
Additional paid-in capital 128,051 126,512
Retained earnings 181,315 196,265
Less: Treasury stock, at cost; 4,307,255 shares (54,257) (54,257)
Total stockholders' equity 255,376 268,784
Total liabilities and stockholders' equity $ 674,092 $ 708,793
v3.23.3
Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Thousands
Oct. 01, 2023
Jan. 01, 2023
Statement of Financial Position [Abstract]    
Allowance for doubtful accounts receivable, current $ 23 $ 44
Accumulated amortization on other assets $ 1,710 $ 1,359
Common stock, par value $ 0.01 $ 0.01
Common stock, shares authorized 50,000,000 50,000,000
Common stock, shares issued 26,751,677 26,491,750
Common stock, shares outstanding 22,444,422 22,184,495
Treasury stock, shares 4,307,255 4,307,255
v3.23.3
Unaudited Condensed Consolidated Statements of Operations - USD ($)
shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Oct. 01, 2023
Oct. 02, 2022
Oct. 01, 2023
Oct. 02, 2022
Income Statement [Abstract]        
Net sales $ 239,889 $ 261,445 $ 688,395 $ 757,226
Cost of sales 160,331 174,862 461,790 495,844
Gross profit 79,558 86,583 226,605 261,382
Selling and administrative expense 76,575 78,205 224,114 230,150
Operating income 2,983 8,378 2,491 31,232
Interest (income) expense (95) 69 (265) 389
Income before income taxes 3,078 8,309 2,756 30,843
Income tax expense 1,220 1,940 987 6,437
Net income $ 1,858 $ 6,369 $ 1,769 $ 24,406
Earnings per share:        
Basic $ 0.09 $ 0.3 $ 0.08 $ 1.13
Diluted $ 0.08 $ 0.29 $ 0.08 $ 1.1
Weighted-average shares of common stock outstanding:        
Basic 21,801 21,586 21,731 21,647
Diluted 22,045 21,930 22,003 22,121
v3.23.3
Unaudited Condensed Consolidated Statements of Stockholders' Equity - USD ($)
$ in Thousands
Total
Common Stock Outstanding [Member]
Common Stock [Member]
Additional Paid-In Capital [Member]
Retained Earnings [Member]
Treasury Stock, At Cost [Member]
Beginning Balance at Jan. 02, 2022 $ 267,309   $ 260 $ 124,909 $ 192,261 $ (50,121)
Beginning Balance, Shares at Jan. 02, 2022   22,097,467        
Net income 24,406       24,406  
Dividends on common stock (16,588)       (16,588)  
Issuance of nonvested share awards     2 (2)    
Issuance of nonvested share awards, Shares   284,630        
Conversion of vested share unit awards     1 (1)    
Conversion of vested share unit awards, Shares   124,012        
Exercise of share option awards 334   1 333    
Exercise of share option awards, Shares   81,200        
Share-based compensation 1,827     1,827    
Forfeiture of nonvested share awards, Shares   (29,920)        
Retirement of common stock for payment of withholding tax (1,212)     (1,212)    
Retirement of common stock for payment of withholding tax, Shares   (77,340)        
Purchases of treasury stock (4,136)         (4,136)
Purchases of treasury stock, Shares   (295,719)        
Ending Balance at Oct. 02, 2022 271,940   264 125,854 200,079 (54,257)
Ending Balance, shares at Oct. 02, 2022   22,184,330        
Beginning Balance at Jul. 03, 2022 270,415   264 125,151 199,242 (54,242)
Beginning Balance, Shares at Jul. 03, 2022   22,176,990        
Net income 6,369       6,369  
Dividends on common stock (5,532)       (5,532)  
Exercise of share option awards 62     62    
Exercise of share option awards, Shares   13,450        
Share-based compensation 641     641    
Forfeiture of nonvested share awards, Shares   (4,710)        
Purchases of treasury stock (15)         (15)
Purchases of treasury stock, Shares   (1,400)        
Ending Balance at Oct. 02, 2022 271,940   264 125,854 200,079 (54,257)
Ending Balance, shares at Oct. 02, 2022   22,184,330        
Beginning Balance at Jan. 01, 2023 268,784   264 126,512 196,265 (54,257)
Beginning Balance, Shares at Jan. 01, 2023   22,184,495        
Net income 1,769       1,769  
Dividends on common stock (16,719)       (16,719)  
Issuance of nonvested share awards     3 (3)    
Issuance of nonvested share awards, Shares   327,112        
Exercise of share option awards $ 109   1 108    
Exercise of share option awards, Shares 36,550 36,550        
Share-based compensation $ 2,060     2,060    
Forfeiture of nonvested share awards, Shares   (23,670)        
Retirement of common stock for payment of withholding tax $ (627)   (1) (626)    
Retirement of common stock for payment of withholding tax, Shares (80,065) (80,065)        
Ending Balance at Oct. 01, 2023 $ 255,376   267 128,051 181,315 (54,257)
Ending Balance, shares at Oct. 01, 2023   22,444,422        
Beginning Balance at Jul. 02, 2023 258,415   267 127,358 185,047 (54,257)
Beginning Balance, Shares at Jul. 02, 2023   22,451,992        
Net income 1,858       1,858  
Dividends on common stock (5,590)       (5,590)  
Exercise of share option awards 16     16    
Exercise of share option awards, Shares   5,875        
Share-based compensation 677     677    
Forfeiture of nonvested share awards, Shares   (13,445)        
Ending Balance at Oct. 01, 2023 $ 255,376   $ 267 $ 128,051 $ 181,315 $ (54,257)
Ending Balance, shares at Oct. 01, 2023   22,444,422        
v3.23.3
Unaudited Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares
3 Months Ended 9 Months Ended
Oct. 01, 2023
Oct. 02, 2022
Oct. 01, 2023
Oct. 02, 2022
Retained Earnings [Member]        
Dividends per share $ 0.25 $ 0.25 $ 0.75 $ 0.75
v3.23.3
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)
9 Months Ended
Oct. 01, 2023
Oct. 02, 2022
Cash flows from operating activities:    
Net income $ 1,769,000 $ 24,406,000
Adjustments to reconcile net income to net cash provided by (used in) operating activities:    
Depreciation and amortization 13,665,000 13,424,000
Share-based compensation 2,060,000 1,827,000
Amortization of other assets 351,000 337,000
Loss on disposal of equipment   288,000
Noncash lease expense 52,474,000 51,374,000
Proceeds from insurance recovery - lost profit margin and expenses 619,000  
Gain on recovery of insurance proceeds - lost profit margin and expenses (338,000)  
Gain on recovery of insurance proceeds - property and equipment (21,000)  
Deferred income taxes 1,013,000 1,645,000
Changes in operating assets and liabilities:    
Accounts receivable, net 3,587,000 4,578,000
Merchandise inventories, net 12,236,000 (36,483,000)
Prepaid expenses and other assets (83,000) (1,380,000)
Accounts payable (4,791,000) (19,692,000)
Operating lease liabilities (53,540,000) (52,984,000)
Accrued expenses and other long-term liabilities (7,937,000) (17,258,000)
Net cash provided by (used in) operating activities 21,064,000 (29,918,000)
Cash flows from investing activities:    
Purchases of property and equipment (8,246,000) (8,827,000)
Proceeds from insurance recovery - property and equipment 60,000  
Proceeds from disposal of property and equipment   13,000
Net cash used in investing activities (8,186,000) (8,814,000)
Cash flows from financing activities:    
Changes in book overdraft (297,000) 388,000
Principal payments under finance lease liabilities (2,722,000) (2,690,000)
Proceeds from exercise of share option awards 109,000 334,000
Cash purchases of treasury stock   (4,136,000)
Tax withholding payments for share-based compensation (627,000) (1,212,000)
Dividends paid (17,036,000) (16,933,000)
Net cash used in financing activities (20,573,000) (24,249,000)
Net decrease in cash and cash equivalents (7,695,000) (62,981,000)
Cash and cash equivalents at beginning of period 25,565,000 97,420,000
Cash and cash equivalents at end of period 17,870,000 34,439,000
Supplemental disclosures of non-cash investing and financing activities:    
Property and equipment acquired under finance leases 2,946,000 1,611,000
Property and equipment additions unpaid 1,154,000 3,054,000
Supplemental disclosures of cash flow information:    
Interest paid 458,000 431,000
Income taxes paid $ 24,000 $ 5,367,000
v3.23.3
Description of Business
9 Months Ended
Oct. 01, 2023
Accounting Policies [Abstract]  
Description of Business
(1)
Description of Business

Big 5 Sporting Goods Corporation (the “Company”) is a leading sporting goods retailer in the western United States, operating 430 stores and an e-commerce platform as of October 1, 2023. The Company provides a full-line product offering in a traditional sporting goods store format that averages approximately 12,000 square feet. The Company’s product mix includes athletic shoes, apparel and accessories, as well as a broad selection of outdoor and athletic equipment for team sports, fitness, camping, hunting, fishing, home recreation, tennis, golf, and winter and summer recreation. The Company is a holding company that operates as one reportable segment through Big 5 Corp., its 100%-owned subsidiary, and Big 5 Services Corp., which is a 100%-owned subsidiary of Big 5 Corp. Big 5 Services Corp. provides a centralized operation for the issuance and administration of gift cards and returned merchandise credits (collectively, “stored-value cards”).

The accompanying interim unaudited condensed consolidated financial statements (“Interim Financial Statements”) of the Company and its 100%-owned subsidiaries have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and are presented in accordance with the requirements of Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, these Interim Financial Statements do not include all of the information and notes required by GAAP for complete financial statements. These Interim Financial Statements should be read in conjunction with the consolidated financial statements and notes thereto for the fiscal year ended January 1, 2023 included in the Company’s Annual Report on Form 10-K. In the opinion of management, the Interim Financial Statements included herein contain all adjustments, including normal recurring adjustments, considered necessary to present fairly the Company’s financial position, the results of operations and cash flows for the periods presented.

The operating results and cash flows of the interim periods presented herein are not necessarily indicative of the results to be expected for any other interim period or the full year.

v3.23.3
Summary of Significant Accounting Policies
9 Months Ended
Oct. 01, 2023
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies
(2)
Summary of Significant Accounting Policies

Consolidation

The accompanying Interim Financial Statements include the accounts of Big 5 Sporting Goods Corporation, Big 5 Corp. and Big 5 Services Corp. Intercompany balances and transactions have been eliminated in consolidation.

Reporting Period

The Company follows the concept of a 52-53 week fiscal year, which ends on the Sunday nearest December 31. Fiscal year 2023 is comprised of 52 weeks and ends on December 31, 2023. Fiscal year 2022 was comprised of 52 weeks and ended on January 1, 2023. The interim periods in fiscal 2023 and 2022 are each comprised of 13 weeks.

Recently Issued Accounting Updates

In May 2023, the Securities and Exchange Commission (“SEC”) adopted the final rule under SEC Release No. 34-97424, Share Repurchase Disclosure Modernization, requiring disclosures related to issuers’ share repurchases that will provide investors with enhanced information to assess the purposes and effects of the repurchases. Disclosure requirements under this rule will be effective in the fourth quarter of fiscal 2023. We do not expect the adoption of this final rule to have a material impact on our results of operations, liquidity or capital resources.

In June 2023, the SEC approved new listing standards that were proposed by the New York Stock Exchange and Nasdaq. The new listing standards require listed companies to adopt and comply with a written policy providing for the recovery, in the event of a required accounting restatement, of incentive-based compensation received by current or former executive officers where that compensation is based on erroneously reported financial information. The listing standards took effect on October 2, 2023 and registrants will have until December 1, 2023 (60 days after the effective date) to adopt a recovery policy. The recovery policy must, however, apply to erroneously awarded incentive-based compensation received (as defined in the listing standards) after the effective date. We do not expect the adoption of these new listing standards to have a material impact on our results of operations, liquidity or capital resources.

In July 2023, the SEC adopted the final rule under SEC Release Nos. 33-11216, Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure, requiring current disclosure about material cybersecurity incidents; periodic disclosures about a registrant’s processes to assess, identify, and manage material cybersecurity risks; a description of management’s role in assessing and managing material cybersecurity risks; and the board of directors’ oversight of cybersecurity risks. While the incident-reporting requirements under this rule will be effective in the second quarter of fiscal 2024 due to the Company’s status as a smaller-reporting company, the disclosure requirements under this rule will be effective in the fourth quarter of fiscal 2023. We do not expect the adoption of this final rule to have a material impact on our results of operations, liquidity or capital resources.

Other recently issued accounting updates are not expected to have a material impact on the Company’s Interim Financial Statements.

General Concentration of Risk

The Company purchases merchandise from nearly 700 suppliers, and the Company’s 20 largest suppliers accounted for 35.9% of total purchases in fiscal 2022. No vendor represented greater than 5% of total purchases in fiscal 2022.

A substantial amount of the Company’s inventory is manufactured abroad and, from time to time, shipping ports may experience capacity constraints (such as delays associated with the novel coronavirus “COVID-19”), labor strikes, work stoppages or other disruptions that may delay the delivery of imported products. A contract dispute may lead to protracted delays in the movement of the Company’s products, which could further delay the delivery of products to the Company’s stores and impact net sales and profitability. In addition, other conditions outside of the Company’s control, such as adverse weather conditions or acts of terrorism or war, such as the current conflict in Ukraine, could significantly disrupt operations at shipping ports or otherwise impact transportation of the imported merchandise we sell, either through supply chain disruptions, or rising freight and fuel costs.

Use of Estimates

Management makes a number of estimates and assumptions relating to the reporting of assets, liabilities and stockholders’ equity and the disclosure of contingent assets and liabilities at the date of the Interim Financial Statements and reported amounts of revenue and expense during the reporting period to prepare these Interim Financial Statements in conformity with GAAP. Certain items subject to such estimates and assumptions include the carrying amount of merchandise inventories, property and equipment, lease assets and lease liabilities; valuation allowances for receivables, sales returns and deferred income tax assets; estimates related to stored-value cards and the valuation of share-based compensation awards; and obligations related to litigation, self-insurance liabilities and employee benefits. Due to the inherent uncertainty involved in making assumptions and estimates, events and changes in circumstances arising after October 1, 2023 may result in actual outcomes that differ from those contemplated by management’s assumptions and estimates.

Revenue Recognition

The Company operates solely as a sporting goods retailer, which includes both retail stores and an e-commerce platform, that offers a broad range of products in the western United States and online. Generally, all revenue is recognized when control of the promised goods is transferred to customers, for an amount that reflects the consideration in exchange for those goods. Accordingly, the Company implicitly enters into a contract with customers to deliver merchandise inventory at the point of sale. Collectability is probable since the Company only extends immaterial credit purchases to certain municipalities and local school districts.

In accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, the Company disaggregates net sales into the following major merchandise categories to depict the nature and amount of revenue and related cash flows:

 

 

13 Weeks Ended

 

 

39 Weeks Ended

 

 

 

October 1,
2023

 

 

October 2,
2022

 

 

October 1,
2023

 

 

October 2,
2022

 

 

 

(In thousands)

 

Hardgoods

 

$

141,108

 

 

$

152,646

 

 

$

375,105

 

 

$

423,003

 

Athletic and sport footwear

 

 

58,292

 

 

 

64,215

 

 

 

170,397

 

 

 

187,604

 

Athletic and sport apparel

 

 

39,006

 

 

 

43,411

 

 

 

138,331

 

 

 

143,095

 

Other sales

 

 

1,483

 

 

 

1,173

 

 

 

4,562

 

 

 

3,524

 

Net sales

 

$

239,889

 

 

$

261,445

 

 

$

688,395

 

 

$

757,226

 

 

Substantially all of the Company’s revenue is for single performance obligations for the following distinct items:

Retail store sales
E-commerce sales
Stored-value cards

For performance obligations related to retail store and e-commerce sales contracts, the Company typically transfers control, for retail stores, upon consummation of the sale when the product is paid for and taken by the customer and, for e-commerce sales, when the product is tendered for delivery to the common carrier. For performance obligations related to stored-value cards, the Company typically transfers control upon redemption of the stored-value card through consummation of a future sales transaction. The Company accounts for shipping and handling relative to e-commerce sales as fulfillment activities, and not a separate performance obligation. Accordingly, the Company recognizes revenue for only one performance obligation, the sale of the product, at shipping point (when the customer gains control). Revenue associated with e-commerce sales was not material for the 13 and 39 weeks ended October 1, 2023 and October 2, 2022.

The Company recognized $1.2 million and $4.3 million in stored-value card redemption revenue for the 13 and 39 weeks ended October 1, 2023, respectively, compared to $1.3 million and $4.6 million in stored-value card redemption revenue for the 13 and 39 weeks ended October 2, 2022, respectively. The Company also recognized $0.1 million and $0.2 million in stored-value card breakage revenue for the 13 and 39 weeks ended October 1, 2023, respectively, compared to $0.1 million and $0.2 million in stored-value card breakage revenue for the 13 and 39 weeks ended October 2, 2022, respectively. The Company had outstanding stored-value card liabilities of $8.1 million and $8.8 million as of October 1, 2023 and January 1, 2023, respectively, which are included in accrued expenses in the accompanying interim unaudited condensed consolidated balance sheets. Based upon historical experience, stored-value cards are predominantly redeemed in the first two years following their issuance date.

In the accompanying interim unaudited condensed consolidated balance sheets, the Company recorded, as prepaid expense, estimated right-of-return merchandise cost of $0.7 million and $1.2 million related to estimated sales returns as of October 1, 2023 and January 1, 2023, respectively, and recorded, in accrued expenses, an allowance for sales returns reserve of $1.4 million and $2.3 million as of October 1, 2023 and January 1, 2023, respectively.

Share-Based Compensation

The Company accounts for its share-based compensation in accordance with ASC 718, Compensation—Stock Compensation. The Company recognizes compensation expense on a straight-line basis over the requisite service period using the fair-value method for share option awards, nonvested share awards and nonvested share unit awards granted with service-only conditions. See Note 10 to the Interim Financial Statements for a further discussion on share-based compensation.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and highly-liquid investments of excess cash into U.S. Treasury bills, which have original maturities of three months or less. See Note 3 to the Interim Financial Statements for a further discussion on the fair value of U.S. Treasury bills. Book overdrafts are classified as current liabilities in the Company’s interim unaudited condensed consolidated balance sheets.

Valuation of Merchandise Inventories, Net

The Company’s merchandise inventories are valued at the lower of cost or net realizable value using the weighted-average cost method that approximates the first-in, first-out (“FIFO”) method. Average cost includes the direct purchase price of merchandise inventory, net of vendor allowances and cash discounts, in-bound freight-related expense and allocated overhead expense associated with the Company’s distribution center.

Management regularly reviews inventories and records valuation reserves for damaged and defective merchandise, merchandise items with slow-moving or obsolescence exposure and merchandise that has a carrying value that exceeds net realizable value. Because of its merchandise mix, the Company has not historically experienced significant occurrences of obsolescence.

Inventory shrinkage is accrued as a percentage of merchandise sales based on historical inventory shrinkage trends. The Company performs physical inventories of its stores at least once per year and cycle counts inventories at its distribution center throughout the year. The reserve for inventory shrinkage primarily represents an estimate for inventory shrinkage for each store since the last physical inventory date through the reporting date.

These reserves are estimates, which could vary significantly, either favorably or unfavorably, from actual results if future economic conditions, consumer demand and competitive environments differ from expectations.

Valuation of Long-Lived Assets

In accordance with ASC 360, Property, Plant, and Equipment, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Long-lived assets are reviewed for recoverability at the lowest level in which there are identifiable cash flows (“asset group”), usually at the store level. The carrying amount of a store asset group includes stores’ property and equipment, primarily leasehold improvements, and operating lease right-of-use (“ROU”) assets. The carrying amount of a store asset group is not considered recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the store asset group. Factors that could trigger an impairment review include a current-period operating or cash flow loss combined with a history of operating and cash flow losses, and a projection that demonstrates continuing losses or insufficient income over the remaining reasonably certain lease term associated with the use of a store asset group. Other factors may include an adverse change in the business climate or an adverse action or assessment by a regulator in the market of a store asset group. When stores are identified as having an indicator of impairment, the Company forecasts undiscounted cash flows over the store asset group’s remaining reasonably certain lease term and compares the undiscounted cash flows to the carrying amount of the store asset group. If the store asset group is determined not to be recoverable, then an impairment charge will be recognized in the amount by which the carrying amount of the store asset group exceeds its fair value, determined using discounted cash flow valuation techniques, as contemplated in ASC 820, Fair Value Measurements.

The Company determines the cash flows expected to result from the store asset group by projecting future revenue, gross margin and operating expense for each store asset group under evaluation for impairment. The estimates of future cash flows involve management judgment and are based upon assumptions about expected future operating performance. Assumptions used in these forecasts are consistent with internal planning, and include assumptions about sales growth rates, gross margins and operating expense in relation to the current economic environment and the Company’s future expectations, competitive factors in its various markets, inflation, sales trends and other relevant environmental factors that may impact the store under evaluation. The actual cash flows could differ from management’s estimates due to changes in business conditions, operating performance and economic conditions. If economic conditions deteriorate in the markets in which the Company conducts business, or if other negative market conditions develop, the Company may experience additional impairment charges in the future for underperforming stores.

The resulting impairment charge, if any, is allocated to the property and equipment, primarily leasehold improvements, and operating lease ROU assets on a pro-rata basis using the relative carrying amounts of those assets. The allocated impairment charge to a long-lived asset is limited to the extent that the impairment charge does not reduce the carrying amount of the long-lived asset below its individual fair value. The estimation of the fair value of an ROU asset involves the evaluation of current market value rental amounts for leases associated with ROU assets. The estimates of current market value rental amounts are primarily based on recent observable market rental data of other comparable retail store locations. The fair value of an ROU asset is measured using a discounted cash flow valuation technique by discounting the estimated current and future market rental values using a property-specific discount rate.

The Company did not recognize any impairment charges in the first nine months of fiscal 2023 or 2022.

Leases

In accordance with ASC 842, Leases, the Company determines if an arrangement is a lease at inception. The Company has operating and finance leases for the Company’s retail store facilities, distribution center, corporate offices, information technology (“IT”) systems hardware, and distribution center delivery tractors and equipment. Operating leases are included in operating lease ROU assets and operating lease liabilities, current and noncurrent, on the interim unaudited condensed consolidated balance sheets. Finance leases are included in property and equipment and finance lease liabilities, current and noncurrent, on the interim unaudited condensed consolidated balance sheets. Lease liabilities are calculated using the effective interest method, regardless of classification, while the amortization of ROU assets varies depending upon classification. Finance lease classification results in a front-loaded expense recognition pattern over the lease term which amortizes the ROU asset by recognizing interest expense and amortization expense as separate components of lease expense and calculates the amortization expense component on a straight-line basis. Conversely, operating lease classification results in a straight-line expense recognition pattern over the lease term and recognizes lease expense as a single expense component, which results in amortization of the ROU asset that equals the difference between lease expense and interest expense. Lease expense for finance and operating leases are included in cost of sales or selling and administrative expense, based on the use of the leased asset, on the interim unaudited condensed consolidated statements of operations. Variable payments such as property taxes, insurance and common area maintenance related to triple net leases, as well as certain equipment sales taxes, licenses, fees and repairs, are expensed as incurred, and leases with an initial term of 12 months or less are excluded from minimum lease payments and are not recorded on the interim unaudited condensed consolidated balance sheets. The Company recognizes variable lease expense for these short-term leases on a straight-line basis over the remaining lease term.

ROU assets represent the right to use an underlying asset for the lease term and operating lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the reasonably certain lease term. As the Company’s leases generally do not provide an implicit rate, the Company uses a collateralized incremental borrowing rate (“IBR”) to determine the present value of lease payments. The collateralized IBR is based on a synthetic credit rating that is externally prepared on an annual basis. This analysis considers qualitative and quantitative factors based on guidance provided by a rating agency for the consumer durables industry. The Company adjusts the selected IBR quarterly with a company-specific unsecured yield curve that approximates the Company’s market risk profile. The collateralized IBR is also based upon the estimated impact that the collateral has on the IBR. To account for the collateralized nature of the IBR, the Company utilized a notching method based on notching guidance provided by a rating agency whereby the Company’s base credit rating is notched upward as the yield curve on a secured loan is expected to be lower versus an unsecured loan.

The operating lease ROU asset also includes any prepaid lease payments made and is reduced by lease incentives such as tenant improvement allowances. The operating lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term.

Certain of the leases for the Company’s retail store facilities provide for payments based on future sales volumes at the leased location, which are not measurable at the inception of the lease. Under ASC 842, these contingent rents are expensed as they accrue.

See Note 5 to the Interim Financial Statements for a further discussion on leases.

v3.23.3
Fair Value Measurements
9 Months Ended
Oct. 01, 2023
Fair Value Disclosures [Abstract]  
Fair Value Measurements
(3)
Fair Value Measurements

The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses approximate the fair values of these instruments due to their short-term nature. Cash equivalents consist of highly-liquid investments of excess cash into U.S. Treasury bills, which have original maturities of three months or less. As of October 1, 2023 and January 1, 2023, the Company had no cash equivalents, and as of October 2, 2022, the Company recorded $10.0 million in cash equivalents and classified these assets as Level 1 inputs, which are quoted prices (unadjusted) in active markets for identical assets that the Company can access at the measurement date. The Company records these cash equivalents monthly based on the prevailing market interest rate as of the measurement date. Book overdrafts for checks outstanding are classified as current liabilities in the Company’s interim unaudited condensed consolidated balance sheets. The carrying amount for borrowings, if any, under the Company’s credit facility approximates fair value because of the variable market interest rate charged to the Company for these borrowings. When the Company recognizes impairment on certain of its underperforming stores, the carrying values of these stores are reduced to their estimated fair values.

The Company’s only significant assets or liabilities measured at fair value on a nonrecurring basis subsequent to their initial recognition were assets subject to long-lived asset impairment related to certain underperforming stores. The Company estimates the fair values of these long-lived assets based on the Company’s own judgments about the assumptions that market participants would use in pricing the asset and on observable real estate market data of underperforming stores’ specific comparable markets, when available. The Company classifies these fair value measurements as Level 3 inputs, which are unobservable inputs for which market data are not available and that are developed using the best information available about pricing assumptions used by market participants in accordance with ASC 820. As of October 1, 2023 and January 1, 2023, there were no long-lived assets subject to impairment.

v3.23.3
Accrued Expenses
9 Months Ended
Oct. 01, 2023
Payables and Accruals [Abstract]  
Accrued Expenses
(4)
Accrued Expenses

The major components of accrued expenses are as follows:

 

 

October 1,
2023

 

 

January 1,
2023

 

 

 

(In thousands)

 

Payroll and related expense

 

$

22,415

 

 

$

26,525

 

Occupancy expense

 

 

9,962

 

 

 

10,126

 

Sales tax

 

 

6,537

 

 

 

9,964

 

Other

 

 

22,685

 

 

 

23,646

 

Accrued expenses

 

$

61,599

 

 

$

70,261

 

v3.23.3
Lease Commitments
9 Months Ended
Oct. 01, 2023
Leases [Abstract]  
Lease Commitments
(5)
Lease Commitments

The Company has operating and finance leases for the Company’s retail store facilities, distribution center, corporate offices, IT systems hardware, and distribution center delivery tractors and equipment, and accounts for these leases in accordance with ASC 842.

Certain of the leases for the Company’s retail store facilities provide for variable payments for property taxes, insurance, common area maintenance payments related to triple net leases, rental payments based on future sales volumes at the leased location, as well as certain equipment sales taxes, licenses, fees and repairs, which are not measurable at the inception of the lease, or rental payments that are adjusted periodically for inflation. The Company recognizes variable lease expense for these leases in the period incurred which, for contingent rent, begins in the period in which it becomes probable that the specified target that triggers the variable lease payments will be achieved. The Company’s lease agreements do not contain any material residual value guarantees or material restrictive covenants.

The components of lease expense were as follows:

 

 

13 Weeks Ended

 

 

39 Weeks Ended

 

 

 

October 1,
2023

 

 

October 2,
2022

 

 

October 1,
2023

 

 

October 2,
2022

 

 

 

(In thousands)

 

Lease expense:

 

 

 

 

 

 

 

 

 

 

 

 

Operating lease expense

 

$

21,236

 

 

$

21,001

 

 

$

63,350

 

 

$

62,311

 

Variable lease expense

 

 

4,656

 

 

 

4,834

 

 

 

14,133

 

 

 

14,339

 

Operating lease expense

 

 

25,892

 

 

 

25,835

 

 

 

77,483

 

 

 

76,650

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of right-of-use assets

 

 

904

 

 

 

919

 

 

 

2,803

 

 

 

2,707

 

Interest on lease liabilities

 

 

74

 

 

 

67

 

 

 

232

 

 

 

204

 

Finance lease expense

 

 

978

 

 

 

986

 

 

 

3,035

 

 

 

2,911

 

Total lease expense

 

$

26,870

 

 

$

26,821

 

 

$

80,518

 

 

$

79,561

 

Other information related to leases was as follows:

 

 

39 Weeks Ended

 

 

 

October 1,
2023

 

 

October 2,
2022

 

 

 

(In thousands)

 

Operating cash flows from operating leases

 

$

64,904

 

 

$

64,688

 

Financing cash flows from finance leases

 

 

2,722

 

 

 

2,690

 

Operating cash flows from finance leases

 

 

239

 

 

 

213

 

Cash paid for amounts included in the measurement of lease liabilities

 

$

67,865

 

 

$

67,591

 

 

 

 

 

 

 

 

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

 

$

2,986

 

 

$

1,634

 

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

 

$

45,927

 

 

$

66,840

 

Weighted-average remaining lease term—finance leases

 

3.9 years

 

 

3.6 years

 

Weighted-average remaining lease term—operating leases

 

4.9 years

 

 

5.0 years

 

Weighted-average discount rate—finance leases

 

 

5.3

%

 

 

3.2

%

Weighted-average discount rate—operating leases

 

 

5.4

%

 

 

4.9

%

Maturities of finance and operating lease liabilities as of October 1, 2023 were as follows:

Fiscal Year Ending:

 

Finance
Leases

 

 

Operating
Leases

 

 

 

(In thousands)

 

2023 (remaining three months)

 

$

3,016

 

 

$

18,153

 

2024

 

 

2,952

 

 

 

85,188

 

2025

 

 

2,439

 

 

 

68,706

 

2026

 

 

1,962

 

 

 

52,544

 

2027

 

 

935

 

 

 

33,923

 

Thereafter

 

 

429

 

 

 

57,613

 

Undiscounted cash flows

 

$

11,733

 

 

$

316,127

 

Reconciliation of lease liabilities:

 

 

 

 

 

 

Weighted-average remaining lease term

 

3.9 years

 

 

4.9 years

 

Weighted-average discount rate

 

 

5.3

%

 

 

5.4

%

Present values

 

$

10,530

 

 

$

277,431

 

Lease liabilities - current

 

 

2,944

 

 

 

69,316

 

Lease liabilities - long-term

 

 

7,586

 

 

 

208,115

 

Lease liabilities - total

 

$

10,530

 

 

$

277,431

 

Difference between undiscounted and discounted cash flows

 

$

1,203

 

 

$

38,696

 

v3.23.3
Long-Term Debt
9 Months Ended
Oct. 01, 2023
Debt Disclosure [Abstract]  
Long-Term Debt
(6)
Long-Term Debt

The Company, Big 5 Corp. and Big 5 Services Corp. are parties to a Loan, Guaranty and Security Agreement with Bank of America, N.A. (“BofA”), as agent and lender, which was amended on November 22, 2021, October 19, 2022 and May 16, 2023 (as so amended, the “Loan Agreement”). The Loan Agreement has a maturity date of February 24, 2026 and provides for a revolving credit facility with an aggregate committed availability of up to $150.0 million. The Company may also request additional increases in aggregate availability, up to a maximum of $200.0 million, in which case the existing lender under the Loan Agreement will have the option to increase the commitment to accommodate the requested increase. If such existing lender does not exercise that option, the Company may (with the consent of BofA in its role as the administrative agent, not to be unreasonably withheld) seek other lenders willing to provide such commitments. The credit facility includes a $50.0 million sublimit for issuances of letters of credit.

The Company may borrow under the Loan Agreement from time to time, provided the amounts outstanding will not exceed the lesser of the then aggregate committed availability (as discussed above) and the Borrowing Base (such lesser amount being referred to as the “Line Cap”). As defined in the Loan Agreement, the “Borrowing Base” generally is comprised of the sum, at the time of calculation, of (a) 90.00% of eligible credit card receivables; plus (b) the cost of eligible inventory (other than eligible in-transit inventory), net of inventory reserves, multiplied by 90.00% of the appraised net orderly liquidation value of eligible inventory (expressed as a percentage of the cost of eligible inventory); plus (c) the cost of eligible in-transit inventory, net of inventory reserves, multiplied by 90.00% of the appraised net orderly liquidation value of eligible in-transit inventory (expressed as a percentage of the cost of eligible in-transit inventory), minus (d) certain agreed-upon reserves as well as other reserves established by BofA in its role as the administrative agent in its reasonable discretion.

Generally, the Company may designate specific borrowings under the Loan Agreement as either base rate loans or Term SOFR rate loans. The applicable interest rate on the Company’s borrowings is a function of the daily average, over the preceding fiscal quarter, of the excess of the Line Cap over amounts borrowed (such amount being referred to as the “Average Daily Availability”). Those loans designated as Term SOFR rate loans bear interest at a rate equal to the then applicable secured overnight financing rate as administered by the Federal Reserve Bank of New York (“SOFR”) rate plus a 0.10% “SOFR adjustment” spread, plus an applicable margin as shown in the table below. Those loans designated as base rate loans bear interest at a rate equal to the applicable margin for base rate loans (as shown below) plus the highest of (a) the Federal funds rate, as in effect from time to time, plus one-half of one percent (0.50%), (b) the one-month SOFR rate, plus one percentage point (1.00%), or (c) the rate of interest in effect for such day as announced from time to time within BofA as its “prime rate.” The applicable margin for all loans is a function of Average Daily Availability for the preceding fiscal quarter as set forth below.

Level

 

Average Daily Availability

 

SOFR Rate
Applicable
Margin

 

Base Rate
Applicable Margin

I

 

Greater than or equal to $70,000,000

 

1.375%

 

0.375%

II

 

Less than $70,000,000

 

1.500%

 

0.500%

The commitment fee assessed on the unused portion of the credit facility is 0.20% per annum.

Obligations under the Loan Agreement are secured by a general lien on and security interest in substantially all of the Company’s assets. The Loan Agreement contains covenants that require the Company to maintain a fixed charge coverage ratio of not less than 1.0:1.0 in certain circumstances, and limits the ability to, among other things, incur liens, incur additional indebtedness, transfer or dispose of assets, change the nature of the business, guarantee obligations, pay dividends or make other distributions or repurchase stock, and make advances, loans or investments. The Company may generally declare or pay cash dividends or repurchase stock only if, among other things, no default or event of default then exists or would arise from such dividend or repurchase of stock and, after giving effect to such dividend or repurchase, certain availability and/or fixed charge coverage ratio requirements are satisfied, although the Company is permitted to make up to $5.0 million of dividend payments or stock repurchases per year without satisfaction of the availability or fixed charge coverage ratio requirements, but dividends or stock repurchases made without satisfying the availability and/or fixed charge coverage ratio requirements will require the establishment of an additional reserve that will reduce borrowing availability under the Loan Agreement for 75 days. The Loan Agreement contains customary events of default, including, without limitation, failure to pay when due principal amounts with respect to the credit facility, failure to pay any interest or other amounts under the credit facility, failure to comply with certain agreements or covenants contained in the Loan Agreement, failure to satisfy certain judgments against the Company, failure to pay when due (or any other default which permits the acceleration of) certain other material indebtedness in principal amount in excess of $5.0 million, and certain insolvency and bankruptcy events.

As of October 1, 2023 and January 1, 2023, the Company had no long-term revolving credit borrowings outstanding. As of October 1, 2023 and January 1, 2023, the Company had outstanding letter of credit commitments of $1.4 million. Total remaining borrowing availability, after subtracting letters of credit, was $148.6 million as of October 1, 2023 and January 1, 2023.

v3.23.3
Income Taxes
9 Months Ended
Oct. 01, 2023
Income Tax Disclosure [Abstract]  
Income Taxes
(7)
Income Taxes

Under the asset and liability method prescribed under ASC 740, Income Taxes, the Company recognizes deferred tax assets and liabilities for the future tax consequences attributable to differences between financial statement carrying amounts of assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those 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. The realizability of deferred tax assets is assessed throughout the year and a valuation allowance is recorded, if necessary, to reduce net deferred tax assets to the amount more likely than not to be realized. As of October 1, 2023 and January 1, 2023, the Company had a valuation allowance for deferred income tax assets of $0.2 million related to unused California Enterprise Zone Tax Credits, which the Company will no longer be able to carry forward beyond 2024 as a result of California’s termination of this program.

The Company files a consolidated federal income tax return and files tax returns in various state and local jurisdictions. The statutes of limitations for consolidated federal income tax returns are open for fiscal years 2019 and after, and state and local income tax returns are open for fiscal years 2018 and after.

As of October 1, 2023 and January 1, 2023, the Company had no unrecognized tax benefits including those that, if recognized, would affect the Company’s effective income tax rate over the next 12 months. The Company’s policy is to recognize interest accrued related to unrecognized tax benefits in interest expense and penalties in operating expense. As of October 1, 2023 and January 1, 2023, the Company had no accrued interest or penalties.

v3.23.3
Earnings Per Share
9 Months Ended
Oct. 01, 2023
Earnings Per Share [Abstract]  
Earnings Per Share
(8)
Earnings Per Share

The Company calculates earnings per share in accordance with ASC 260, Earnings Per Share, which requires a dual presentation of basic and diluted earnings per share. Basic earnings per share is calculated by dividing net income by the weighted-average shares of common stock outstanding, reduced by shares repurchased and held in treasury, during the period. Diluted earnings per share represents basic earnings per share adjusted to include the potentially dilutive effect of outstanding share option awards, nonvested share awards and nonvested share unit awards. During periods of net loss, diluted loss per share is equal to basic loss per share because the antidilutive effect of potential common shares is disregarded.

The following table sets forth the computation of basic and diluted earnings per common share:

 

 

13 Weeks Ended

 

39 Weeks Ended

 

 

October 1,
2023

 

October 2,
2022

 

October 1,
2023

 

October 2,
2022

 

 

(In thousands, except per share data)

Net income

 

$1,858

 

$6,369

 

$1,769

 

$24,406

Weighted-average shares of common stock
   outstanding:

 

 

 

 

 

 

 

 

Basic

 

21,801

 

21,586

 

21,731

 

21,647

Dilutive effect of common stock equivalents
   arising from share option and nonvested share
   awards

 

244

 

344

 

272

 

474

Diluted

 

22,045

 

21,930

 

22,003

 

22,121

Basic earnings per share

 

$0.09

 

$0.30

 

$0.08

 

$1.13

Diluted earnings per share

 

$0.08

 

$0.29

 

$0.08

 

$1.10

Antidilutive share option awards excluded from
   diluted calculation

 

20

 

20

 

20

 

15

Antidilutive nonvested share awards excluded
   from diluted calculation

 

276

 

389

 

310

 

172

The computation of diluted earnings per share for all periods presented excludes certain share option awards that were outstanding and antidilutive (i.e., including such share option awards would result in higher earnings per share) since the exercise prices of these share option awards exceeded the average market price of the Company’s common shares.

The computation of diluted earnings per share for all periods presented excludes certain nonvested share awards that were outstanding and antidilutive since the grant date fair values of these nonvested share awards exceeded the average market price of the Company’s common shares.

v3.23.3
Commitments and Contingencies
9 Months Ended
Oct. 01, 2023
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies
(9)
Commitments and Contingencies

Recovery of Insurance Proceeds

In the fourth quarter of fiscal 2022, one of the Company’s stores qualified for loss recovery claims due to property damage sustained as a result of a roof collapse, and the Company disposed of assets of approximately $0.4 million related to lost inventory and property and equipment. In the third quarter of fiscal 2023, the Company reached an agreement with its insurance carrier and, after application of a deductible of $0.5 million, the Company received a cash insurance recovery of $0.7 million in total, of which $0.6 million related to the reimbursement of lost inventory and profit margin and $0.1 million related to the reimbursement of property and equipment. Accordingly, the Company recognized a gain of $0.3 million related to the recovery of lost inventory and profit margin and a gain of $21,000 related to the recovery of property and equipment. The gain related to the recovery of lost inventory and profit margin is included in the accompanying interim unaudited condensed consolidated statement of operations as a reduction to cost of goods sold and the gain related to the recovery of lost property and equipment is included in the accompanying interim unaudited condensed consolidated statement of operations as a reduction to selling and administrative expense for fiscal 2023.

Legal Proceedings

On March 13, 2023, a complaint was filed in the Superior Court of the State of California, County of Santa Clara, entitled Zareyah Thompson v. Big 5 Corp., et. al., Case No. 23CV412334 (“Thompson Complaint”). The Thompson Complaint was brought as a purported California Private Attorneys General Act (“PAGA”) action on behalf of “current and former employees who worked for the Company or its operating subsidiary in California as a non-exempt, hourly paid employee and received at least one wage statement.” The Thompson Complaint alleges, among other things, that Big 5 failed to (i) provide minimum wages, (ii) provide compliant meal or rest periods, (iii) maintain and provide accurate itemized wage statements, (iv) properly compensate for all time worked, including overtime, premium, vacation and final wages, (v) properly maintain payroll records, and (vi) provide suitable seating. On March 21, 2023, a second complaint was filed in the Superior Court of the State of California, County of Santa Clara, entitled Christopher Puga v. Big 5 Corp., et. al., Case No. 23CV412953 (“Puga Complaint”). The Puga Complaint was brought as a purported PAGA action on behalf of “all current and former non-exempt employees that worked either directly or via a staffing agency for the Company or its operating subsidiary at any location in California” (“Putative Covered Employees”). The Puga Complaint alleges, among other things, that Big 5 (i) unlawfully required Putative Covered Employees to agree to unlawful criminal background checks, (ii) conducted unlawful financial and criminal background checks, and did not (iii) provide minimum wages, (iv) provide accurate itemized wage statements, (v) maintain accurate records pertaining to the Putative Covered Employees’ employment, (vi) produce or make available Putative Covered Employees’ personnel records and/or payroll records, (vii) provide compliant meal or rest periods, (viii) properly compensate for all time worked, including overtime, premium, vacation, and final wages, (ix) reimburse necessary business expenses; (x) provide suitable seating; (xi) provide sick leave pay to Putative Covered Employees, (xii) accurately calculate sick leave accrual and rate of pay, (xiii) put the Putative Covered Employees on notice of their paid sick leave rights, and (xiv) provide supplemental paid sick leave. The Thompson and Puga complaints have many overlapping causes of action. Accordingly, on or about April 12, 2023, a notice of related cases was filed with the Court regarding the Thompson Complaint and Puga Complaint. The Court subsequently conducted a case management conference on June 29, 2023 for both complaints, and jointly coordinated the complaints. The Company’s counsel held a mediation with opposing counsel on September 27, 2023. The Company has reached a tentative settlement in both cases and established a cumulative indemnity reserve of $1.5 million. Any settlement finalized will be subject to Court approval.

The Company is involved in various other claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters is not expected to have a material effect on the Company’s results of operations, financial condition or cash flows.

v3.23.3
Share-based Compensation
9 Months Ended
Oct. 01, 2023
Share-Based Payment Arrangement [Abstract]  
Share-based Compensation
(10)
Share-based Compensation

In June 2022, the Company amended and restated its 2019 Equity Incentive Plan (the “2019 Plan”), primarily authorizing an additional 3,300,000 shares available for future grant. As of October 1, 2023, 3,549,208 shares remained registered and available for future grant under the 2019 Plan.

At its discretion, the Company grants share option awards, nonvested share awards and nonvested share unit awards to certain employees, as defined by ASC 718, Compensation—Stock Compensation, under the Company’s 2019 Plan, and accounts for its share-based compensation in accordance with ASC 718. The Company recognized $0.7 million and $2.1 million in share-based compensation expense for the 13 and 39 weeks ended October 1, 2023, respectively, compared to $0.6 million and $1.8 million in share-based compensation expense for the 13 and 39 weeks ended October 2, 2022, respectively.

Share Option Awards

Share option awards granted by the Company generally vest and become exercisable in four equal annual installments of 25% per year with a maximum life of ten years. The exercise price of share option awards is equal to the quoted market price of the Company’s common stock on the date of grant. No share option awards were granted in the first nine months of fiscal 2023. The Company granted 10,000 share option awards in the first nine months of fiscal 2022 with a weighted-average grant-date fair value of $5.46 per share option award.

A summary of the status of the Company’s share option awards is presented below:

 

 

Shares

 

 

Weighted-
Average
Exercise
Price

 

 

Weighted-
Average
Remaining
Contractual
Life
(In Years)

 

 

Aggregate
Intrinsic
Value

 

Outstanding at January 1, 2023

 

 

300,035

 

 

$

4.24

 

 

 

 

 

 

 

Exercised

 

 

(36,550

)

 

 

2.99

 

 

 

 

 

 

 

Forfeited

 

 

(1,500

)

 

 

2.23

 

 

 

 

 

 

 

Outstanding at October 1, 2023

 

 

261,985

 

 

$

4.43

 

 

 

5.91

 

 

$

916,807

 

Exercisable at October 1, 2023

 

 

189,045

 

 

$

3.94

 

 

 

5.57

 

 

$

640,229

 

Vested and Expected to Vest at October 1, 2023

 

 

261,844

 

 

$

4.43

 

 

 

5.91

 

 

$

916,563

 

The aggregate intrinsic value represents the total pretax intrinsic value, based upon the Company’s most recent closing stock price of $7.01 as of October 1, 2023, which would have been received by the share option award holders had all share option award holders exercised their share option awards as of that date.

As of October 1, 2023, there was $0.1 million of total unrecognized compensation expense related to share option awards granted. That expense is expected to be recognized over a weighted-average period of 0.8 years.

Nonvested Share Awards and Nonvested Share Unit Awards

Nonvested share awards granted by the Company vest for employees from the date of grant in four equal annual installments of 25% per year. Nonvested share awards and nonvested share unit awards granted by the Company to non-employee directors for their service as directors, as defined by ASC 718, generally vest 100% on the earlier of (a) the date of the Company’s next annual stockholders meeting following the grant date, or (b) the first anniversary of the grant date.

Nonvested share awards become outstanding when granted and are delivered to the recipient upon their vesting. Vested share unit awards, including any dividend reinvestments, are delivered to the recipient on the tenth business day of January following the year in which the recipient’s service to the Company is terminated, at which time the units convert to shares and become outstanding. The total fair value of nonvested share awards which vested during the first nine months of fiscal 2023 and 2022 was $2.0 million and $3.3 million, respectively. No nonvested share unit awards vested during the first nine months of fiscal 2023 and 2022.

The Company granted 327,112 and 284,630 nonvested share awards in the first nine months of fiscal 2023 and 2022, respectively. The weighted-average grant-date fair value per share of the Company’s nonvested share awards granted in the first nine months of fiscal 2023 and 2022 was $7.91 and $15.03, respectively. No nonvested share unit awards were granted during the periods presented.

A summary of the status of the Company’s nonvested share awards is presented below:

 

 

Shares

 

 

Weighted-
Average Grant-
Date Fair
Value

 

Balance at January 1, 2023

 

 

587,675

 

 

$

11.64

 

Granted

 

 

327,112

 

 

 

7.91

 

Vested

 

 

(250,055

)

 

 

9.65

 

Forfeited

 

 

(23,670

)

 

 

10.72

 

Balance at October 1, 2023

 

 

641,062

 

 

$

10.55

 

To satisfy employee minimum statutory tax withholding requirements for nonvested share awards that vest, the Company withholds and retires a portion of the vesting common shares, unless an employee elects to pay cash. In the first nine months of fiscal 2023, the Company withheld 80,065 common shares with a total value of $0.6 million. This amount is presented as a cash outflow from financing activities in the accompanying interim unaudited condensed consolidated statement of cash flows.

As of October 1, 2023, there was $5.3 million of total unrecognized compensation expense related to nonvested share awards, which is expected to be recognized over a weighted-average period of 2.4 years. As of October 1, 2023, there was no remaining unrecognized compensation expense related to nonvested share unit awards.

v3.23.3
Subsequent Events
9 Months Ended
Oct. 01, 2023
Subsequent Events [Abstract]  
Subsequent Events
(11)
Subsequent Events

On October 26, 2023, the Company’s Board of Directors declared a quarterly cash dividend of $0.125 per share of outstanding common stock, which will be paid on December 15, 2023 to stockholders of record as of December 1, 2023.

v3.23.3
Summary of Significant Accounting Policies (Policies)
9 Months Ended
Oct. 01, 2023
Accounting Policies [Abstract]  
Consolidation

Consolidation

The accompanying Interim Financial Statements include the accounts of Big 5 Sporting Goods Corporation, Big 5 Corp. and Big 5 Services Corp. Intercompany balances and transactions have been eliminated in consolidation.

Reporting Period

Reporting Period

The Company follows the concept of a 52-53 week fiscal year, which ends on the Sunday nearest December 31. Fiscal year 2023 is comprised of 52 weeks and ends on December 31, 2023. Fiscal year 2022 was comprised of 52 weeks and ended on January 1, 2023. The interim periods in fiscal 2023 and 2022 are each comprised of 13 weeks.

Recently Issued Accounting Updates

Recently Issued Accounting Updates

In May 2023, the Securities and Exchange Commission (“SEC”) adopted the final rule under SEC Release No. 34-97424, Share Repurchase Disclosure Modernization, requiring disclosures related to issuers’ share repurchases that will provide investors with enhanced information to assess the purposes and effects of the repurchases. Disclosure requirements under this rule will be effective in the fourth quarter of fiscal 2023. We do not expect the adoption of this final rule to have a material impact on our results of operations, liquidity or capital resources.

In June 2023, the SEC approved new listing standards that were proposed by the New York Stock Exchange and Nasdaq. The new listing standards require listed companies to adopt and comply with a written policy providing for the recovery, in the event of a required accounting restatement, of incentive-based compensation received by current or former executive officers where that compensation is based on erroneously reported financial information. The listing standards took effect on October 2, 2023 and registrants will have until December 1, 2023 (60 days after the effective date) to adopt a recovery policy. The recovery policy must, however, apply to erroneously awarded incentive-based compensation received (as defined in the listing standards) after the effective date. We do not expect the adoption of these new listing standards to have a material impact on our results of operations, liquidity or capital resources.

In July 2023, the SEC adopted the final rule under SEC Release Nos. 33-11216, Cybersecurity Risk Management, Strategy, Governance, and Incident Disclosure, requiring current disclosure about material cybersecurity incidents; periodic disclosures about a registrant’s processes to assess, identify, and manage material cybersecurity risks; a description of management’s role in assessing and managing material cybersecurity risks; and the board of directors’ oversight of cybersecurity risks. While the incident-reporting requirements under this rule will be effective in the second quarter of fiscal 2024 due to the Company’s status as a smaller-reporting company, the disclosure requirements under this rule will be effective in the fourth quarter of fiscal 2023. We do not expect the adoption of this final rule to have a material impact on our results of operations, liquidity or capital resources.

Other recently issued accounting updates are not expected to have a material impact on the Company’s Interim Financial Statements.

COVID-19 Impact on Concentration of Risk

General Concentration of Risk

The Company purchases merchandise from nearly 700 suppliers, and the Company’s 20 largest suppliers accounted for 35.9% of total purchases in fiscal 2022. No vendor represented greater than 5% of total purchases in fiscal 2022.

A substantial amount of the Company’s inventory is manufactured abroad and, from time to time, shipping ports may experience capacity constraints (such as delays associated with the novel coronavirus “COVID-19”), labor strikes, work stoppages or other disruptions that may delay the delivery of imported products. A contract dispute may lead to protracted delays in the movement of the Company’s products, which could further delay the delivery of products to the Company’s stores and impact net sales and profitability. In addition, other conditions outside of the Company’s control, such as adverse weather conditions or acts of terrorism or war, such as the current conflict in Ukraine, could significantly disrupt operations at shipping ports or otherwise impact transportation of the imported merchandise we sell, either through supply chain disruptions, or rising freight and fuel costs.

Use of Estimates

Use of Estimates

Management makes a number of estimates and assumptions relating to the reporting of assets, liabilities and stockholders’ equity and the disclosure of contingent assets and liabilities at the date of the Interim Financial Statements and reported amounts of revenue and expense during the reporting period to prepare these Interim Financial Statements in conformity with GAAP. Certain items subject to such estimates and assumptions include the carrying amount of merchandise inventories, property and equipment, lease assets and lease liabilities; valuation allowances for receivables, sales returns and deferred income tax assets; estimates related to stored-value cards and the valuation of share-based compensation awards; and obligations related to litigation, self-insurance liabilities and employee benefits. Due to the inherent uncertainty involved in making assumptions and estimates, events and changes in circumstances arising after October 1, 2023 may result in actual outcomes that differ from those contemplated by management’s assumptions and estimates.

Revenue Recognition

Revenue Recognition

The Company operates solely as a sporting goods retailer, which includes both retail stores and an e-commerce platform, that offers a broad range of products in the western United States and online. Generally, all revenue is recognized when control of the promised goods is transferred to customers, for an amount that reflects the consideration in exchange for those goods. Accordingly, the Company implicitly enters into a contract with customers to deliver merchandise inventory at the point of sale. Collectability is probable since the Company only extends immaterial credit purchases to certain municipalities and local school districts.

In accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, the Company disaggregates net sales into the following major merchandise categories to depict the nature and amount of revenue and related cash flows:

 

 

13 Weeks Ended

 

 

39 Weeks Ended

 

 

 

October 1,
2023

 

 

October 2,
2022

 

 

October 1,
2023

 

 

October 2,
2022

 

 

 

(In thousands)

 

Hardgoods

 

$

141,108

 

 

$

152,646

 

 

$

375,105

 

 

$

423,003

 

Athletic and sport footwear

 

 

58,292

 

 

 

64,215

 

 

 

170,397

 

 

 

187,604

 

Athletic and sport apparel

 

 

39,006

 

 

 

43,411

 

 

 

138,331

 

 

 

143,095

 

Other sales

 

 

1,483

 

 

 

1,173

 

 

 

4,562

 

 

 

3,524

 

Net sales

 

$

239,889

 

 

$

261,445

 

 

$

688,395

 

 

$

757,226

 

 

Substantially all of the Company’s revenue is for single performance obligations for the following distinct items:

Retail store sales
E-commerce sales
Stored-value cards

For performance obligations related to retail store and e-commerce sales contracts, the Company typically transfers control, for retail stores, upon consummation of the sale when the product is paid for and taken by the customer and, for e-commerce sales, when the product is tendered for delivery to the common carrier. For performance obligations related to stored-value cards, the Company typically transfers control upon redemption of the stored-value card through consummation of a future sales transaction. The Company accounts for shipping and handling relative to e-commerce sales as fulfillment activities, and not a separate performance obligation. Accordingly, the Company recognizes revenue for only one performance obligation, the sale of the product, at shipping point (when the customer gains control). Revenue associated with e-commerce sales was not material for the 13 and 39 weeks ended October 1, 2023 and October 2, 2022.

The Company recognized $1.2 million and $4.3 million in stored-value card redemption revenue for the 13 and 39 weeks ended October 1, 2023, respectively, compared to $1.3 million and $4.6 million in stored-value card redemption revenue for the 13 and 39 weeks ended October 2, 2022, respectively. The Company also recognized $0.1 million and $0.2 million in stored-value card breakage revenue for the 13 and 39 weeks ended October 1, 2023, respectively, compared to $0.1 million and $0.2 million in stored-value card breakage revenue for the 13 and 39 weeks ended October 2, 2022, respectively. The Company had outstanding stored-value card liabilities of $8.1 million and $8.8 million as of October 1, 2023 and January 1, 2023, respectively, which are included in accrued expenses in the accompanying interim unaudited condensed consolidated balance sheets. Based upon historical experience, stored-value cards are predominantly redeemed in the first two years following their issuance date.

In the accompanying interim unaudited condensed consolidated balance sheets, the Company recorded, as prepaid expense, estimated right-of-return merchandise cost of $0.7 million and $1.2 million related to estimated sales returns as of October 1, 2023 and January 1, 2023, respectively, and recorded, in accrued expenses, an allowance for sales returns reserve of $1.4 million and $2.3 million as of October 1, 2023 and January 1, 2023, respectively.

Share-Based Compensation

Share-Based Compensation

The Company accounts for its share-based compensation in accordance with ASC 718, Compensation—Stock Compensation. The Company recognizes compensation expense on a straight-line basis over the requisite service period using the fair-value method for share option awards, nonvested share awards and nonvested share unit awards granted with service-only conditions. See Note 10 to the Interim Financial Statements for a further discussion on share-based compensation.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents consist of cash on hand and highly-liquid investments of excess cash into U.S. Treasury bills, which have original maturities of three months or less. See Note 3 to the Interim Financial Statements for a further discussion on the fair value of U.S. Treasury bills. Book overdrafts are classified as current liabilities in the Company’s interim unaudited condensed consolidated balance sheets.

Valuation of Merchandise Inventories, Net

Valuation of Merchandise Inventories, Net

The Company’s merchandise inventories are valued at the lower of cost or net realizable value using the weighted-average cost method that approximates the first-in, first-out (“FIFO”) method. Average cost includes the direct purchase price of merchandise inventory, net of vendor allowances and cash discounts, in-bound freight-related expense and allocated overhead expense associated with the Company’s distribution center.

Management regularly reviews inventories and records valuation reserves for damaged and defective merchandise, merchandise items with slow-moving or obsolescence exposure and merchandise that has a carrying value that exceeds net realizable value. Because of its merchandise mix, the Company has not historically experienced significant occurrences of obsolescence.

Inventory shrinkage is accrued as a percentage of merchandise sales based on historical inventory shrinkage trends. The Company performs physical inventories of its stores at least once per year and cycle counts inventories at its distribution center throughout the year. The reserve for inventory shrinkage primarily represents an estimate for inventory shrinkage for each store since the last physical inventory date through the reporting date.

These reserves are estimates, which could vary significantly, either favorably or unfavorably, from actual results if future economic conditions, consumer demand and competitive environments differ from expectations.

Valuation of Long-Lived Assets

Valuation of Long-Lived Assets

In accordance with ASC 360, Property, Plant, and Equipment, the Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable.

Long-lived assets are reviewed for recoverability at the lowest level in which there are identifiable cash flows (“asset group”), usually at the store level. The carrying amount of a store asset group includes stores’ property and equipment, primarily leasehold improvements, and operating lease right-of-use (“ROU”) assets. The carrying amount of a store asset group is not considered recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the store asset group. Factors that could trigger an impairment review include a current-period operating or cash flow loss combined with a history of operating and cash flow losses, and a projection that demonstrates continuing losses or insufficient income over the remaining reasonably certain lease term associated with the use of a store asset group. Other factors may include an adverse change in the business climate or an adverse action or assessment by a regulator in the market of a store asset group. When stores are identified as having an indicator of impairment, the Company forecasts undiscounted cash flows over the store asset group’s remaining reasonably certain lease term and compares the undiscounted cash flows to the carrying amount of the store asset group. If the store asset group is determined not to be recoverable, then an impairment charge will be recognized in the amount by which the carrying amount of the store asset group exceeds its fair value, determined using discounted cash flow valuation techniques, as contemplated in ASC 820, Fair Value Measurements.

The Company determines the cash flows expected to result from the store asset group by projecting future revenue, gross margin and operating expense for each store asset group under evaluation for impairment. The estimates of future cash flows involve management judgment and are based upon assumptions about expected future operating performance. Assumptions used in these forecasts are consistent with internal planning, and include assumptions about sales growth rates, gross margins and operating expense in relation to the current economic environment and the Company’s future expectations, competitive factors in its various markets, inflation, sales trends and other relevant environmental factors that may impact the store under evaluation. The actual cash flows could differ from management’s estimates due to changes in business conditions, operating performance and economic conditions. If economic conditions deteriorate in the markets in which the Company conducts business, or if other negative market conditions develop, the Company may experience additional impairment charges in the future for underperforming stores.

The resulting impairment charge, if any, is allocated to the property and equipment, primarily leasehold improvements, and operating lease ROU assets on a pro-rata basis using the relative carrying amounts of those assets. The allocated impairment charge to a long-lived asset is limited to the extent that the impairment charge does not reduce the carrying amount of the long-lived asset below its individual fair value. The estimation of the fair value of an ROU asset involves the evaluation of current market value rental amounts for leases associated with ROU assets. The estimates of current market value rental amounts are primarily based on recent observable market rental data of other comparable retail store locations. The fair value of an ROU asset is measured using a discounted cash flow valuation technique by discounting the estimated current and future market rental values using a property-specific discount rate.

The Company did not recognize any impairment charges in the first nine months of fiscal 2023 or 2022.

Leases

Leases

In accordance with ASC 842, Leases, the Company determines if an arrangement is a lease at inception. The Company has operating and finance leases for the Company’s retail store facilities, distribution center, corporate offices, information technology (“IT”) systems hardware, and distribution center delivery tractors and equipment. Operating leases are included in operating lease ROU assets and operating lease liabilities, current and noncurrent, on the interim unaudited condensed consolidated balance sheets. Finance leases are included in property and equipment and finance lease liabilities, current and noncurrent, on the interim unaudited condensed consolidated balance sheets. Lease liabilities are calculated using the effective interest method, regardless of classification, while the amortization of ROU assets varies depending upon classification. Finance lease classification results in a front-loaded expense recognition pattern over the lease term which amortizes the ROU asset by recognizing interest expense and amortization expense as separate components of lease expense and calculates the amortization expense component on a straight-line basis. Conversely, operating lease classification results in a straight-line expense recognition pattern over the lease term and recognizes lease expense as a single expense component, which results in amortization of the ROU asset that equals the difference between lease expense and interest expense. Lease expense for finance and operating leases are included in cost of sales or selling and administrative expense, based on the use of the leased asset, on the interim unaudited condensed consolidated statements of operations. Variable payments such as property taxes, insurance and common area maintenance related to triple net leases, as well as certain equipment sales taxes, licenses, fees and repairs, are expensed as incurred, and leases with an initial term of 12 months or less are excluded from minimum lease payments and are not recorded on the interim unaudited condensed consolidated balance sheets. The Company recognizes variable lease expense for these short-term leases on a straight-line basis over the remaining lease term.

ROU assets represent the right to use an underlying asset for the lease term and operating lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the reasonably certain lease term. As the Company’s leases generally do not provide an implicit rate, the Company uses a collateralized incremental borrowing rate (“IBR”) to determine the present value of lease payments. The collateralized IBR is based on a synthetic credit rating that is externally prepared on an annual basis. This analysis considers qualitative and quantitative factors based on guidance provided by a rating agency for the consumer durables industry. The Company adjusts the selected IBR quarterly with a company-specific unsecured yield curve that approximates the Company’s market risk profile. The collateralized IBR is also based upon the estimated impact that the collateral has on the IBR. To account for the collateralized nature of the IBR, the Company utilized a notching method based on notching guidance provided by a rating agency whereby the Company’s base credit rating is notched upward as the yield curve on a secured loan is expected to be lower versus an unsecured loan.

The operating lease ROU asset also includes any prepaid lease payments made and is reduced by lease incentives such as tenant improvement allowances. The operating lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Operating lease expense for lease payments is recognized on a straight-line basis over the lease term.

Certain of the leases for the Company’s retail store facilities provide for payments based on future sales volumes at the leased location, which are not measurable at the inception of the lease. Under ASC 842, these contingent rents are expensed as they accrue.

See Note 5 to the Interim Financial Statements for a further discussion on leases.

v3.23.3
Summary of Significant Accounting Policies (Tables)
9 Months Ended
Oct. 01, 2023
Accounting Policies [Abstract]  
Summary of Disaggregates Net Sales into Major Merchandise Categories to Depict Nature and Amount of Revenue and Related Cash Flows

In accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, the Company disaggregates net sales into the following major merchandise categories to depict the nature and amount of revenue and related cash flows:

 

 

13 Weeks Ended

 

 

39 Weeks Ended

 

 

 

October 1,
2023

 

 

October 2,
2022

 

 

October 1,
2023

 

 

October 2,
2022

 

 

 

(In thousands)

 

Hardgoods

 

$

141,108

 

 

$

152,646

 

 

$

375,105

 

 

$

423,003

 

Athletic and sport footwear

 

 

58,292

 

 

 

64,215

 

 

 

170,397

 

 

 

187,604

 

Athletic and sport apparel

 

 

39,006

 

 

 

43,411

 

 

 

138,331

 

 

 

143,095

 

Other sales

 

 

1,483

 

 

 

1,173

 

 

 

4,562

 

 

 

3,524

 

Net sales

 

$

239,889

 

 

$

261,445

 

 

$

688,395

 

 

$

757,226

 

 

v3.23.3
Accrued Expenses (Tables)
9 Months Ended
Oct. 01, 2023
Payables and Accruals [Abstract]  
Summary of Accrued Expenses

The major components of accrued expenses are as follows:

 

 

October 1,
2023

 

 

January 1,
2023

 

 

 

(In thousands)

 

Payroll and related expense

 

$

22,415

 

 

$

26,525

 

Occupancy expense

 

 

9,962

 

 

 

10,126

 

Sales tax

 

 

6,537

 

 

 

9,964

 

Other

 

 

22,685

 

 

 

23,646

 

Accrued expenses

 

$

61,599

 

 

$

70,261

 

v3.23.3
Lease Commitments (Tables)
9 Months Ended
Oct. 01, 2023
Leases [Abstract]  
Summary of Components of Lease Expense

The components of lease expense were as follows:

 

 

13 Weeks Ended

 

 

39 Weeks Ended

 

 

 

October 1,
2023

 

 

October 2,
2022

 

 

October 1,
2023

 

 

October 2,
2022

 

 

 

(In thousands)

 

Lease expense:

 

 

 

 

 

 

 

 

 

 

 

 

Operating lease expense

 

$

21,236

 

 

$

21,001

 

 

$

63,350

 

 

$

62,311

 

Variable lease expense

 

 

4,656

 

 

 

4,834

 

 

 

14,133

 

 

 

14,339

 

Operating lease expense

 

 

25,892

 

 

 

25,835

 

 

 

77,483

 

 

 

76,650

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of right-of-use assets

 

 

904

 

 

 

919

 

 

 

2,803

 

 

 

2,707

 

Interest on lease liabilities

 

 

74

 

 

 

67

 

 

 

232

 

 

 

204

 

Finance lease expense

 

 

978

 

 

 

986

 

 

 

3,035

 

 

 

2,911

 

Total lease expense

 

$

26,870

 

 

$

26,821

 

 

$

80,518

 

 

$

79,561

 

Schedule of Other Information Related To Leases

Other information related to leases was as follows:

 

 

39 Weeks Ended

 

 

 

October 1,
2023

 

 

October 2,
2022

 

 

 

(In thousands)

 

Operating cash flows from operating leases

 

$

64,904

 

 

$

64,688

 

Financing cash flows from finance leases

 

 

2,722

 

 

 

2,690

 

Operating cash flows from finance leases

 

 

239

 

 

 

213

 

Cash paid for amounts included in the measurement of lease liabilities

 

$

67,865

 

 

$

67,591

 

 

 

 

 

 

 

 

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

 

$

2,986

 

 

$

1,634

 

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

 

$

45,927

 

 

$

66,840

 

Weighted-average remaining lease term—finance leases

 

3.9 years

 

 

3.6 years

 

Weighted-average remaining lease term—operating leases

 

4.9 years

 

 

5.0 years

 

Weighted-average discount rate—finance leases

 

 

5.3

%

 

 

3.2

%

Weighted-average discount rate—operating leases

 

 

5.4

%

 

 

4.9

%

Schedule of Maturities For Finance And Operating Leases

Maturities of finance and operating lease liabilities as of October 1, 2023 were as follows:

Fiscal Year Ending:

 

Finance
Leases

 

 

Operating
Leases

 

 

 

(In thousands)

 

2023 (remaining three months)

 

$

3,016

 

 

$

18,153

 

2024

 

 

2,952

 

 

 

85,188

 

2025

 

 

2,439

 

 

 

68,706

 

2026

 

 

1,962

 

 

 

52,544

 

2027

 

 

935

 

 

 

33,923

 

Thereafter

 

 

429

 

 

 

57,613

 

Undiscounted cash flows

 

$

11,733

 

 

$

316,127

 

Reconciliation of lease liabilities:

 

 

 

 

 

 

Weighted-average remaining lease term

 

3.9 years

 

 

4.9 years

 

Weighted-average discount rate

 

 

5.3

%

 

 

5.4

%

Present values

 

$

10,530

 

 

$

277,431

 

Lease liabilities - current

 

 

2,944

 

 

 

69,316

 

Lease liabilities - long-term

 

 

7,586

 

 

 

208,115

 

Lease liabilities - total

 

$

10,530

 

 

$

277,431

 

Difference between undiscounted and discounted cash flows

 

$

1,203

 

 

$

38,696

 

v3.23.3
Long-Term Debt (Tables)
9 Months Ended
Oct. 01, 2023
Loan, Guaranty and Security Agreement [Member]  
Average Daily Excess Availability for Preceding Fiscal Quarter

Level

 

Average Daily Availability

 

SOFR Rate
Applicable
Margin

 

Base Rate
Applicable Margin

I

 

Greater than or equal to $70,000,000

 

1.375%

 

0.375%

II

 

Less than $70,000,000

 

1.500%

 

0.500%

v3.23.3
Earnings Per Share (Tables)
9 Months Ended
Oct. 01, 2023
Earnings Per Share [Abstract]  
Computation of Basic and Diluted Earnings Per Common Share

The following table sets forth the computation of basic and diluted earnings per common share:

 

 

13 Weeks Ended

 

39 Weeks Ended

 

 

October 1,
2023

 

October 2,
2022

 

October 1,
2023

 

October 2,
2022

 

 

(In thousands, except per share data)

Net income

 

$1,858

 

$6,369

 

$1,769

 

$24,406

Weighted-average shares of common stock
   outstanding:

 

 

 

 

 

 

 

 

Basic

 

21,801

 

21,586

 

21,731

 

21,647

Dilutive effect of common stock equivalents
   arising from share option and nonvested share
   awards

 

244

 

344

 

272

 

474

Diluted

 

22,045

 

21,930

 

22,003

 

22,121

Basic earnings per share

 

$0.09

 

$0.30

 

$0.08

 

$1.13

Diluted earnings per share

 

$0.08

 

$0.29

 

$0.08

 

$1.10

Antidilutive share option awards excluded from
   diluted calculation

 

20

 

20

 

20

 

15

Antidilutive nonvested share awards excluded
   from diluted calculation

 

276

 

389

 

310

 

172

v3.23.3
Share-based Compensation (Tables)
9 Months Ended
Oct. 01, 2023
Share-Based Payment Arrangement [Abstract]  
Summary of Share Option Awards

A summary of the status of the Company’s share option awards is presented below:

 

 

Shares

 

 

Weighted-
Average
Exercise
Price

 

 

Weighted-
Average
Remaining
Contractual
Life
(In Years)

 

 

Aggregate
Intrinsic
Value

 

Outstanding at January 1, 2023

 

 

300,035

 

 

$

4.24

 

 

 

 

 

 

 

Exercised

 

 

(36,550

)

 

 

2.99

 

 

 

 

 

 

 

Forfeited

 

 

(1,500

)

 

 

2.23

 

 

 

 

 

 

 

Outstanding at October 1, 2023

 

 

261,985

 

 

$

4.43

 

 

 

5.91

 

 

$

916,807

 

Exercisable at October 1, 2023

 

 

189,045

 

 

$

3.94

 

 

 

5.57

 

 

$

640,229

 

Vested and Expected to Vest at October 1, 2023

 

 

261,844

 

 

$

4.43

 

 

 

5.91

 

 

$

916,563

 

Summary of Nonvested Share Awards Activity

A summary of the status of the Company’s nonvested share awards is presented below:

 

 

Shares

 

 

Weighted-
Average Grant-
Date Fair
Value

 

Balance at January 1, 2023

 

 

587,675

 

 

$

11.64

 

Granted

 

 

327,112

 

 

 

7.91

 

Vested

 

 

(250,055

)

 

 

9.65

 

Forfeited

 

 

(23,670

)

 

 

10.72

 

Balance at October 1, 2023

 

 

641,062

 

 

$

10.55

 

v3.23.3
Description of Business - Additional Information (Detail)
9 Months Ended
Oct. 01, 2023
ft²
Store
Segment
Description Of Business [Line Items]  
Number of operating stores | Store 430
Area of traditional sporting goods store | ft² 12,000
Number of reportable segment | Segment 1
Big 5 Corp [Member]  
Description Of Business [Line Items]  
Subsidiary interest ownership percentage 100.00%
Big 5 Service Corp [Member] | Big 5 Corp [Member]  
Description Of Business [Line Items]  
Subsidiary interest ownership percentage 100.00%
v3.23.3
Summary of Significant Accounting Policies - Additional Information (Detail)
3 Months Ended 9 Months Ended 12 Months Ended
Oct. 01, 2023
USD ($)
Oct. 02, 2022
USD ($)
Oct. 01, 2023
USD ($)
Oct. 02, 2022
USD ($)
Jan. 01, 2023
USD ($)
Supplier
Accounting Policies [Line Items]          
Reporting period, minimum     364 days    
Reporting period, maximum     371 days    
Interim reporting periods     91 days 91 days  
Concentration risk, suppliers | Supplier         700
Concentration risk, largest supplier | Supplier         20
Suppliers accounted for total purchases         35.90%
Percentage of vendors represented greater than of total purchases         5.00%
Vendor represented greater than of total purchases | Supplier         0
Number of performance obligation     one    
Stored value card redemption revenue recognized $ 1,200,000 $ 1,300,000 $ 4,300,000 $ 4,600,000  
Outstanding stored value card liabilities 8,100,000   $ 8,100,000   $ 8,800,000
Stored value cards redeemed period     2 years    
Impairment charges     $ 0 0 0
Merchandise [Member] | Accounting Standards Update 2014-09          
Accounting Policies [Line Items]          
Estimated right of return related to estimated sales returns     700,000   1,200,000
Allowance for sales returns reserve 1,400,000   1,400,000   $ 2,300,000
Stored Value Card Breakage Revenue [Member]          
Accounting Policies [Line Items]          
Recognized stored value card breakage revenue $ 100,000 $ 100,000 $ 200,000 $ 200,000  
v3.23.3
Summary of Significant Accounting Policies - Summary of Disaggregates Net Sales into Major Merchandise Categories to Depict Nature and Amount of Revenue and Related Cash Flows (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Oct. 01, 2023
Oct. 02, 2022
Oct. 01, 2023
Oct. 02, 2022
Accounting Policies [Line Items]        
Net sales $ 239,889 $ 261,445 $ 688,395 $ 757,226
Hardgoods [Member]        
Accounting Policies [Line Items]        
Net sales 141,108 152,646 375,105 423,003
Athletic and sport footwear [Member]        
Accounting Policies [Line Items]        
Net sales 58,292 64,215 170,397 187,604
Athletic and sport apparel [Member]        
Accounting Policies [Line Items]        
Net sales 39,006 43,411 138,331 143,095
Other sales [Member]        
Accounting Policies [Line Items]        
Net sales $ 1,483 $ 1,173 $ 4,562 $ 3,524
v3.23.3
Fair Value Measurements - Additional Information (Details) - USD ($)
9 Months Ended 12 Months Ended
Oct. 01, 2023
Oct. 02, 2022
Jan. 01, 2023
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Impairment charges $ 0 $ 0 $ 0
Level 1 [Member]      
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
Cash equivalents $ 0 $ 10,000,000 $ 0
v3.23.3
Accrued Expenses - Summary of Accrued Expenses (Detail) - USD ($)
$ in Thousands
Oct. 01, 2023
Jan. 01, 2023
Payables and Accruals [Abstract]    
Payroll and related expense $ 22,415 $ 26,525
Occupancy expense 9,962 10,126
Sales tax 6,537 9,964
Other 22,685 23,646
Accrued expenses $ 61,599 $ 70,261
v3.23.3
Lease Commitments - Summary of Components of Lease Expense (Detail) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Oct. 01, 2023
Oct. 02, 2022
Oct. 01, 2023
Oct. 02, 2022
Lease expense:        
Operating lease expense $ 21,236 $ 21,001 $ 63,350 $ 62,311
Variable lease expense 4,656 4,834 14,133 14,339
Operating lease expense 25,892 25,835 77,483 76,650
Amortization of right-of-use assets 904 919 2,803 2,707
Interest on lease liabilities 74 67 232 204
Finance lease expense 978 986 3,035 2,911
Total lease expense $ 26,870 $ 26,821 $ 80,518 $ 79,561
v3.23.3
Lease Commitments - Schedule of Other Information Related to Leases (Detail) - USD ($)
$ in Thousands
9 Months Ended
Oct. 01, 2023
Oct. 02, 2022
Leases [Abstract]    
Operating cash flows from operating leases $ 64,904 $ 64,688
Financing cash flows from finance leases 2,722 2,690
Operating cash flows from finance leases 239 213
Cash paid for amounts included in the measurement of lease liabilities 67,865 67,591
Right-of-use assets obtained in exchange for new finance lease liabilities 2,986 1,634
Right-of-use assets obtained in exchange for new operating lease liabilities $ 45,927 $ 66,840
Weighted-average remaining lease term—finance leases 3 years 10 months 24 days 3 years 7 months 6 days
Weighted-average remaining lease term—operating leases 4 years 10 months 24 days 5 years
Weighted-average discount rate—finance leases 5.30% 3.20%
Weighted-average discount rate—operating leases 5.40% 4.90%
v3.23.3
Lease Commitments - Schedule of Finance and Operating Lease Liabilities (Detail) - USD ($)
$ in Thousands
Oct. 01, 2023
Jan. 01, 2023
Oct. 02, 2022
Finance Lease Liabilities, Payments, Due [Abstract]      
2023 (remaining three months) $ 3,016    
Finance leases, 2024 2,952    
Finance leases, 2025 2,439    
Finance leases, 2026 1,962    
Finance leases, 2027 935    
Finance leases, thereafter 429    
Finance leases, total lease payments $ 11,733    
Weighted-average remaining lease term 3 years 10 months 24 days   3 years 7 months 6 days
Weighted-average discount rate 5.30%   3.20%
Present values $ 10,530    
Lease liabilities - current 2,944 $ 3,217  
Lease liabilities - long-term 7,586 7,089  
Lease liabilities - total 10,530    
Difference between undiscounted and discounted cash flows 1,203    
Operating Lease Liabilities, Payments Due [Abstract]      
2023 (remaining three months) 18,153    
Operating leases, 2024 85,188    
Operating leases, 2025 68,706    
Operating leases, 2026 52,544    
Operating leases, 2027 33,923    
Operating leases, thereafter 57,613    
Operating leases, total lease payments $ 316,127    
Weighted-average remaining lease term 4 years 10 months 24 days   5 years
Weighted-average discount rate 5.40%   4.90%
Present values $ 277,431    
Lease liabilities - current 69,316 70,584  
Lease liabilities - long-term 208,115 $ 214,584  
Lease liabilities - total 277,431    
Difference between undiscounted and discounted cash flows $ 38,696    
v3.23.3
Long-Term Debt - Additional Information (Detail) - USD ($)
9 Months Ended
Feb. 24, 2021
Oct. 01, 2023
Jan. 01, 2023
Debt Instrument [Line Items]      
Credit Agreement description   The Company, Big 5 Corp. and Big 5 Services Corp. are parties to a Loan, Guaranty and Security Agreement with Bank of America, N.A. (“BofA”), as agent and lender, which was amended on November 22, 2021, October 19, 2022 and May 16, 2023 (as so amended, the “Loan Agreement”).  
Long-term revolving credit borrowings outstanding   $ 0 $ 0
Letter of credit commitments   $ 1,400,000 1,400,000
Loan, Guaranty and Security Agreement [Member]      
Debt Instrument [Line Items]      
Revolving credit facility $ 150,000,000    
Maximum limit of credit facility 200,000,000    
Sublimit for issuances of letters of credit $ 50,000,000    
Maturity date of credit agreement Feb. 24, 2026    
Percentage of eligible credit card accounts receivables 90.00%    
Percentage of the value of eligible inventory 90.00%    
Percentage of the value of eligible in-transit inventory 90.00%    
Interest rate, description   the applicable margin for base rate loans (as shown below) plus the highest of (a) the Federal funds rate, as in effect from time to time, plus one-half of one percent (0.50%), (b) the one-month SOFR rate, plus one percentage point (1.00%), or (c) the rate of interest in effect for such day as announced from time to time within BofA as its “prime rate.”  
Commitment fee assessed 0.20%    
Debt instrument, covenant description   Obligations under the Loan Agreement are secured by a general lien on and security interest in substantially all of the Company’s assets. The Loan Agreement contains covenants that require the Company to maintain a fixed charge coverage ratio of not less than 1.0:1.0 in certain circumstances, and limits the ability  
Events of default, description   The Loan Agreement contains customary events of default, including, without limitation, failure to pay when due principal amounts with respect to the credit facility, failure to pay any interest or other amounts under the credit facility, failure to comply with certain agreements or covenants contained in the Loan Agreement, failure to satisfy certain judgments against the Company, failure to pay when due (or any other default which permits the acceleration of) certain other material indebtedness in principal amount in excess of $5.0 million, and certain insolvency and bankruptcy events.  
Maximum dividend payment or stock purchase amount $ 5,000,000    
Line of Credit Facility default debt minimum amount $ 5,000,000    
Loan, Guaranty and Security Agreement [Member] | Minimum [Member]      
Debt Instrument [Line Items]      
Fixed charge coverage ratio 100.00%    
Loan, Guaranty and Security Agreement [Member] | Federal Funds Rate [Member]      
Debt Instrument [Line Items]      
Applicable margin in addition to variable rate 0.50%    
Loan, Guaranty and Security Agreement [Member] | SOFR Adjustment [Member]      
Debt Instrument [Line Items]      
Applicable margin in addition to variable rate 0.10%    
Loan, Guaranty and Security Agreement [Member] | One-month SOFR Rate [Member]      
Debt Instrument [Line Items]      
Applicable margin in addition to variable rate 1.00%    
Wells Fargo Bank National Association [Member]      
Debt Instrument [Line Items]      
Remaining borrowing availability   $ 148,600,000 $ 148,600,000
v3.23.3
Long-Term Debt - Average Daily Excess Availability for Preceding Fiscal Quarter (Detail) - Loan, Guaranty and Security Agreement [Member]
Feb. 24, 2021
Level I [Member]  
Line Of Credit Facility [Line Items]  
Average Daily Availability Greater than or equal to $70,000,000
SOFR Rate Applicable Margin 1.375%
Base Rate Applicable Margin 0.375%
Level II [Member]  
Line Of Credit Facility [Line Items]  
Average Daily Availability Less than $70,000,000
SOFR Rate Applicable Margin 1.50%
Base Rate Applicable Margin 0.50%
v3.23.3
Income Taxes - Additional Information (Detail) - USD ($)
9 Months Ended
Oct. 01, 2023
Jan. 01, 2023
Income Tax Contingency [Line Items]    
Unrecognized tax benefits $ 0 $ 0
Unrecognized tax benefits, period over the next 12 months  
Accrued interest or penalties $ 0 0
Earliest Tax Year [Member] | Federal [Member]    
Income Tax Contingency [Line Items]    
Income tax returns in period 2019  
Earliest Tax Year [Member] | State and Local [Member]    
Income Tax Contingency [Line Items]    
Income tax returns in period 2018  
California Enterprise Zone Tax Credits [Member]    
Income Tax Contingency [Line Items]    
Deferred tax assets valuation allowance $ 200,000 $ 200,000
Tax credits carry forward latest expiration year 2024  
v3.23.3
Earnings Per Share - Computation of Basic and Diluted Earnings Per Common Share (Detail) - USD ($)
$ / shares in Units, shares in Thousands, $ in Thousands
3 Months Ended 9 Months Ended
Oct. 01, 2023
Oct. 02, 2022
Oct. 01, 2023
Oct. 02, 2022
Earnings Per Share Basic [Line Items]        
Net (loss) income $ 1,858 $ 6,369 $ 1,769 $ 24,406
Weighted-average shares of common stock outstanding:        
Basic 21,801 21,586 21,731 21,647
Dilutive effect of common stock equivalents arising from share option and nonvested share awards 244 344 272 474
Diluted 22,045 21,930 22,003 22,121
Basic earnings per share $ 0.09 $ 0.3 $ 0.08 $ 1.13
Diluted earnings per share $ 0.08 $ 0.29 $ 0.08 $ 1.1
Share Option Awards [Member]        
Weighted-average shares of common stock outstanding:        
Antidilutive shares/awards excluded from diluted calculation 20 20 20 15
Nonvested Share Awards and Nonvested Share Unit Awards [Member]        
Weighted-average shares of common stock outstanding:        
Antidilutive shares/awards excluded from diluted calculation 276 389 310 172
v3.23.3
Commitments and Contingencies - Additional Information (Detail)
3 Months Ended 9 Months Ended
Oct. 01, 2023
USD ($)
Jan. 01, 2023
USD ($)
Store
Oct. 01, 2023
USD ($)
Sep. 27, 2023
USD ($)
Commitments And Contingencies [Line Items]        
Number of stores destroyed in roof collapse | Store   1    
Loss contingency, total loss   $ 400,000    
Deduction on settlement $ 500,000      
Proceeds from cash insurance recovery total, net of insurance deductible 700,000      
Proceeds from insurance recovery 600,000   $ 619,000  
Proceeds from insurance recovery - property and equipment 100,000   60,000  
Gain on recovery of insurance proceeds - lost profit margin and business interruption 300,000   338,000  
Gain on recovery of insurance proceeds - property and equipment $ 21,000   $ 21,000  
Cumulative indemnity reserve on tentative settlement       $ 1,500,000
v3.23.3
Share-based Compensation - Additional Information (Detail) - USD ($)
3 Months Ended 9 Months Ended
Oct. 01, 2023
Oct. 02, 2022
Oct. 01, 2023
Oct. 02, 2022
Jun. 30, 2022
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Compensation expense $ 700,000 $ 600,000 $ 2,100,000 $ 1,800,000  
Shares withheld for tax requirements     80,065    
Tax withholding payments for share-based compensation     $ 627,000 $ 1,212,000  
Common Stock [Member]          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Closing stock price per share $ 7.01   $ 7.01    
Tax withholding payments for share-based compensation     $ 1,000    
Share Option Awards [Member]          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Maximum expiration period of share based payment awards granted     10 years    
Granted, shares     0 10,000  
Weighted-average grant-date fair value per share       $ 5.46  
Unrecognized compensation expense $ 100,000   $ 100,000    
Weighted-average period of recognition     9 months 18 days    
Share Option Awards [Member] | Share-based Compensation Award, Tranche One [Member]          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Vesting rights (as percentage)     25.00%    
Performance Shares [Member] | Share-based Compensation Award, Tranche One [Member]          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Vesting rights (as percentage)     25.00%    
Performance Shares [Member] | Share-based Compensation Award, Tranche One [Member] | Non-Employee Directors [Member]          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Vesting rights (as percentage)     100.00%    
Nonvested Share Awards [Member]          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Weighted-average period of recognition     2 years 4 months 24 days    
Fair value of nonvested share awards     $ 2,000,000 $ 3,300,000  
Issuance of nonvested share awards, Shares     327,112 284,630  
Weighted-average grant-date fair value per share, granted     $ 7.91 $ 15.03  
Unrecognized compensation expenses 5,300,000   $ 5,300,000    
Nonvested Share Unit Awards [Member]          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Fair value of nonvested share awards     $ 0 $ 0  
Issuance of nonvested share awards, Shares     0 0  
Unrecognized compensation expenses $ 0   $ 0    
2019 Equity Incentive Plan [Member]          
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]          
Number of additional shares available for future grant         3,300,000
Shares available for future grant 3,549,208   3,549,208    
v3.23.3
Share-based Compensation - Summary of Share Option Awards (Detail) - USD ($)
$ / shares in Units, $ in Thousands
9 Months Ended
Oct. 01, 2023
Share-Based Payment Arrangement [Abstract]  
Shares, Outstanding at January 1, 2023 300,035
Shares, Exercised (36,550)
Shares, Forfeited (1,500)
Shares, Outstanding at July 2, 2023 261,985
Shares, Exercisable at July 2, 2023 189,045
Shares, Vested and Expected to Vest at July 2, 2023 261,844
Weighted-Average Exercise Price, Outstanding at January 1, 2023 $ 4.24
Weighted-Average Exercise Price, Exercised 2.99
Weighted-Average Exercise Price, Forfeited 2.23
Weighted-Average Exercise Price, Outstanding at July 2, 2023 4.43
Weighted-Average Exercise Price, Exercisable at July 2, 2023 3.94
Weighted-Average Exercise Price, Vested and Expected to Vest at July 2, 2023 $ 4.43
Weighted-Average Remaining Contractual Life (In Years), Outstanding at July 2, 2023 5 years 10 months 28 days
Weighted-Average Remaining Contractual Life (In Years), Exercisable at July 2, 2023 5 years 6 months 25 days
Weighted-Average Remaining Contractual Life (In Years), Vested and Expected to Vest at July 2, 2023 5 years 10 months 28 days
Aggregate Intrinsic Value, Outstanding at July 2, 2023 $ 916,807
Aggregate Intrinsic Value, Exercisable at July 2, 2023 640,229
Aggregate Intrinsic Value, Vested and Expected to Vest at July 2, 2023 $ 916,563
v3.23.3
Share-based Compensation - Summary of Nonvested Share Awards Activity (Detail) - $ / shares
9 Months Ended
Oct. 01, 2023
Oct. 02, 2022
Nonvested Share Awards [Member]    
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]    
Nonvested shares, beginning balance 587,675  
Granted, shares 327,112 284,630
Vested, shares (250,055)  
Forfeited, shares (23,670)  
Nonvested shares, ending balance 641,062  
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]    
Weighted-Average Grant-Date Fair Value, Beginning Balance $ 11.64  
Weighted-Average Grant-Date Fair Value, Granted 7.91 $ 15.03
Weighted-Average Grant-Date Fair Value, Vested 9.65  
Weighted-Average Grant-Date Fair Value, Forfeited 10.72  
Weighted-Average Grant-Date Fair Value, Ending Balance $ 10.55  
Nonvested Share Unit Awards [Member]    
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]    
Granted, shares 0 0
v3.23.3
Subsequent Events - Additional Information (Detail) - Subsequent Event [Member]
Oct. 26, 2023
$ / shares
Subsequent Event [Line Items]  
Dividend per share $ 0.125
Dividend declared per share, payable date Dec. 15, 2023
Dividend declared per share, record date Dec. 01, 2023

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