Core Insights - Big 5 Sporting Goods Corporation reported a net loss of $1.11 per diluted share for Q2 fiscal 2025, wider than the loss of $0.46 per share in the same quarter last year [2] - Net sales decreased by 7.5% to $184.9 million from $199.8 million year-over-year, primarily due to a 6.1% decline in same-store sales [2] - The company incurred a total net loss of $24.5 million, compared to a net loss of $10 million in the prior year [3] Financial Performance - Gross profit fell to $52.2 million from $58.7 million, with gross margin contracting from 29.4% to 28.2% [2] - Adjusted EBITDA for the quarter was negative $14.7 million, worsening from negative $8.7 million a year earlier [3] - Operating loss widened to $23.2 million from $13.5 million in the prior year quarter [4] Cost and Expenses - Selling and administrative expenses remained flat at $75.4 million compared to $72.2 million, indicating insufficient cost controls [4] - Interest expense rose significantly to $1.3 million from $0.1 million in Q2 2024, contributing to the net loss [5] - The company reported $2.8 million in merger-related expenses and a $1.3 million non-cash impairment charge for underperforming stores [5] Balance Sheet and Inventory - Big 5 ended the quarter with $71.4 million in borrowings under its $150 million credit facility and $4.9 million in cash [6] - Merchandise inventories increased to $283.3 million from $260.3 million at the end of 2024 [6] Management Commentary - CEO Steven G. Miller acknowledged the disappointing results, attributing them to macroeconomic and geopolitical headwinds affecting consumer discretionary spending [7] - Management noted the absence of an income tax benefit this quarter, which had previously helped offset losses [8] Strategic Developments - Big 5 entered into a definitive merger agreement on June 30, 2025, with Worldwide Golf and Capitol Hill Group, resulting in an all-cash transaction for all outstanding shares [12] - The merger is expected to lead to Big 5's delisting from Nasdaq in the second half of 2025, transitioning the company into a private entity [12]

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 June 29, 2025 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 ...

Exhibit 99.1 Adjusted EBITDA was a negative $14.7 million for the second quarter of fiscal 2025, compared to negative $8.7 million in the prior year period. EBITDA and Adjusted EBITDA are non-GAAP financial measures. See "Non-GAAP Financial Measures" below for more details and a reconciliation of non-GAAP EBITDA and Adjusted EBITDA to the most comparable GAAP measure, net income. Contact: Big 5 Sporting Goods Corporation Barry Emerson Executive Vice President and Chief Financial Officer (310) 536-0611 ICR, ...

Net loss for the second quarter of fiscal 2025 was $24.5 million, or $1.11 per basic share, and included $2.8 million, or $0.13 per basic share, of merger transaction-related expenses and $1.3 million, or $0.06 per basic share for a non-cash asset impairment charge for certain underperforming stores. This compares to a net loss of $10.0 million, or $0.46 per basic share, in the second quarter of fiscal 2024. In connection with the valuation allowance related to deferred tax assets established in the third q ...

Company Overview - Big 5, a sporting goods retailer based in the western U.S., has been sold for $112 million [1] - The company sells athletic shoes, apparel, accessories, and outdoor and athletic equipment for various sports and recreational activities [4] Transaction Details - The buyers are a partnership consisting of Worldwide Golf, another retailer in the sporting goods space, and private investment firm Capital Hill Group [2] - The deal is expected to enhance Big 5's ability to serve customers while maximizing value for stockholders, according to Big 5's CEO Steven G. Miller [3] Strategic Implications - The transaction combines Capitol Hill's financial resources with Worldwide Golf's specialty retail expertise, providing Big 5 with the necessary resources to strengthen its market position [3]

Group 1 - The law firm Monteverde & Associates PC is investigating Big 5 Sporting Goods Corp. regarding its sale to a partnership for $1.45 per share in cash, questioning the fairness of the deal [1] - Monteverde & Associates PC has a successful track record in recovering millions for shareholders and is recognized as a Top 50 Firm in the 2024 ISS Securities Class Action Services Report [1][2] - The firm operates from the Empire State Building in New York City and offers free consultations for shareholders concerned about the sale [1][3] Group 2 - The firm emphasizes that not all law firms are equal and encourages potential clients to inquire about their track record before hiring [2] - Monteverde & Associates PC has litigated successfully in trial and appellate courts, including the U.S. Supreme Court [2] - The firm provides contact information for shareholders seeking additional information or assistance regarding their concerns [3]

Group 1 - Halper Sadeh LLC is investigating MRC Global Inc. for potential violations related to its sale to DNOW Inc. at a ratio of 0.9489 shares of DNOW for each share of MRC [1] - Big 5 Sporting Goods Corp. is being investigated for its sale to a partnership for $1.45 per share in cash [2] - The firm may seek increased consideration for shareholders and additional disclosures regarding the proposed transactions [3] Group 2 - Shareholders are encouraged to contact Halper Sadeh LLC to discuss their legal rights and options at no charge [4] - Halper Sadeh LLC represents investors globally who have experienced securities fraud and corporate misconduct, recovering millions for defrauded investors [4]

Core Viewpoint - The Ademi Firm is investigating Big 5 for potential breaches of fiduciary duty and other legal violations related to its transaction with Worldwide Golf and Capitol Hill Group [1][2]. Group 1: Transaction Details - Shareholders of Big 5 will receive $1.45 per share, resulting in a total enterprise value of approximately $112.7 million [2]. - The transaction agreement imposes significant penalties on Big 5 for accepting competing bids, which may limit shareholder options [2]. Group 2: Board Conduct - The investigation focuses on the conduct of Big 5's board of directors to determine if they are fulfilling their fiduciary duties to all shareholders [2].

Core Viewpoint - Big 5 Sporting Goods Corporation has entered into a definitive merger agreement to be acquired by a partnership of Worldwide Golf and Capitol Hill Group in an all-cash transaction valued at approximately $112.7 million, including the assumption of about $71.4 million in credit line borrowings as of June 29, 2025 [1][4] Company Overview - Big 5 operates 414 stores in the western United States, offering a full-line product range in a traditional sporting goods store format averaging 12,000 square feet, including athletic shoes, apparel, accessories, and outdoor and athletic equipment [6] - The company aims to continue its legacy of providing quality sporting goods at exceptional value while maximizing stockholder value through this merger [3] Merger Details - Under the terms of the agreement, Big 5 stockholders will receive $1.45 per share in cash, representing a premium of approximately 36% to the company's 60-day volume weighted average price [2] - The transaction has been unanimously approved by Big 5's Board of Directors and is subject to stockholder approval, with an expected closing in the second half of 2025 [4] Strategic Implications - The acquisition combines Capitol Hill Group's financial resources with Worldwide Golf's retail expertise, providing Big 5 with long-term capital and strategic support to enhance growth and competitive positioning in the sporting goods retail sector [3][4] - Big 5 will remain an independent entity within the Capitol Hill Group portfolio, leveraging the combined resources of the partnership [3] Related Entities - Worldwide Golf is a leading golf retailer in the U.S. and Canada, operating over 95 stores and a strong e-commerce presence [7] - Capitol Hill Group is a private investment firm with diversified holdings, including retail, and has been active since 1992 [8]

Core Viewpoint - Big 5 Sporting Goods Corporation reported a wider net loss for the first quarter of fiscal 2025, reflecting ongoing macroeconomic challenges and adverse weather conditions impacting sales, despite a recent increase in stock performance compared to the S&P 500 index [1][2][6]. Financial Performance - For Q1 fiscal 2025, Big 5 incurred a net loss of $17.3 million, compared to a net loss of $8.3 million in Q1 fiscal 2024, with a loss per share of 78 cents versus 38 cents in the prior year [2][3]. - Net sales were $175.6 million, down 9.2% from $193.4 million year-over-year, with same-store sales declining by 7.8% [2]. - Gross profit decreased to $54.3 million from $60.4 million, with gross margin slipping to 30.9% from 31.2% [3]. Key Business Metrics - EBITDA for the quarter was negative $12 million, worsening from negative $6.5 million in the previous year [4]. - Merchandise margins fell by 78 basis points year-over-year, while selling and administrative expenses slightly decreased by $0.6 million but rose as a percentage of sales to 40.3% from 36.9% [4]. - Inventory levels increased by 6.5% year-over-year due to earlier receipt timing of seasonal products [4]. Management Commentary - CEO Steven G. Miller indicated that results met expectations, which accounted for ongoing macroeconomic pressures and weather disruptions affecting sales, particularly in southern markets [5]. - There was cautious optimism for the upcoming spring and summer seasons, with proactive inventory planning and product refresh efforts highlighted [5]. Factors Influencing Performance - The underperformance was attributed to macroeconomic headwinds limiting discretionary spending and unfavorable weather conditions suppressing early-quarter sales [6]. - Margin compression was noted due to higher store occupancy costs and lower merchandise margins, alongside the absence of a tax benefit [6]. - Interest expense increased from $0.1 million to $0.8 million year-over-year, further impacting the bottom line [6]. Guidance - For Q2 fiscal 2025, Big 5 anticipates same-store sales to decline in the low to mid-single-digit range year-over-year, with a projected net loss per share between 75 cents and 90 cents [7]. - This guidance reflects expected pressures from calendar shifts, including the Easter holiday moving into Q2 and the Fourth of July pushing into Q3 [7]. Other Developments - During Q1, Big 5 closed eight stores, reducing the total store count to 414, with plans to close approximately seven more locations by year-end [9].