Core Viewpoint - Big 5 Sporting Goods Corporation has successfully completed its merger with a partnership of Worldwide Golf and Capitol Hill Group, becoming a wholly owned subsidiary of the partnership, which is expected to enhance its growth and competitive position in the sporting goods retail sector [1][3][4] Summary by Sections Merger Details - Big 5 stockholders will receive $1.45 per share in cash, representing a premium of approximately 36% over the 60-day volume weighted average trading price prior to the announcement [2] - The merger has been finalized after meeting customary closing conditions, including stockholder approval [1] Company Background - Big 5 operates 410 stores in the western United States, offering a full-line product range in a traditional sporting goods store format averaging 12,000 square feet [6] - The product mix includes athletic shoes, apparel, accessories, and a wide selection of outdoor and athletic equipment [6] Strategic Implications - The merger combines Capitol Hill Group's financial resources with Worldwide Golf's retail expertise, providing Big 5 with long-term capital and strategic support to drive growth [3] - The CEO of Worldwide Golf expressed confidence in enhancing the enjoyment of sports for customers and unlocking future growth opportunities for Big 5 [4] Market Position - Worldwide Golf is a leading golf retailer with over 95 stores across 25 states and a strong e-commerce presence, indicating a robust market position [7] - Capitol Hill Group is a private investment firm with diverse holdings, including retail, which will support Big 5's operations [8][9]

Group 1 - The article does not provide any specific content or key points related to a company or industry [1]

Core Viewpoint - Big 5 Sporting Goods Corporation has received approval from its stockholders for its acquisition by WSG Merger LLC, a subsidiary of Worldwide Golf Group, with the transaction expected to close around September 30, 2025, resulting in Big 5 becoming a privately held company [1]. Company Overview - Big 5 Sporting Goods is a prominent sporting goods retailer in the western United States, operating 410 stores under the "Big 5 Sporting Goods" name, with an average store size of 12,000 square feet [2]. - The product mix includes athletic shoes, apparel, accessories, and a wide range of outdoor and athletic equipment for various sports and recreational activities [2].

Core Viewpoint - Big 5 Sporting Goods Corporation has postponed the Special Meeting of Stockholders to September 26, 2025, due to a significant number of shares that have yet to vote on the Merger proposal [1][2][7] Summary by Sections Merger Proposal - The majority of shares voted so far are in favor of the Merger proposal, which requires a majority of the issued and outstanding shares of Big 5 common stock for approval [2][7] - The Board of Directors unanimously recommends that stockholders vote FOR the Merger proposal, highlighting that the transaction with Worldwide Golf and Capitol Hill Group represents the highest value obtainable for Big 5 shares [3][4] Financial Details - The proposed Merger includes an all-cash consideration of $1.45 per share, representing a premium of approximately 36% over the 60-day volume-weighted average trading price prior to the announcement [4][7] - The transaction aims to maximize value for stockholders and mitigate uncertainties associated with remaining a standalone public company [4] Voting Information - Stockholders who have not yet submitted a proxy are encouraged to vote FOR the merger using the previously distributed proxy card [5][7] - Independent proxy advisory firms ISS and Glass Lewis have issued recommendations in favor of the Merger [3][7] Company Overview - Big 5 Sporting Goods Corporation operates 410 stores in the western United States, offering a full-line product range in a traditional sporting goods store format [6]

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]

[PART I – FINANCIAL INFORMATION](index=3&type=section&id=PART%20I%20%E2%80%93%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=3&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed consolidated financial statements, providing a detailed financial overview [Unaudited Condensed Consolidated Balance Sheets](index=3&type=section&id=Unaudited%20Condensed%20Consolidated%20Balance%20Sheets) Total assets increased, liabilities rose due to debt, and stockholders' equity decreased | Metric | June 29, 2025 (in thousands) | December 29, 2024 (in thousands) | | :----------------------------- | :----------------------------- | :------------------------------- | | Total assets | $617,188 | $609,366 | | Total liabilities | $482,298 | $433,755 | | Total stockholders' equity | $134,890 | $175,611 | | Long-term debt | $71,414 | $13,756 | | Merchandise inventories, net | $283,271 | $260,307 | [Unaudited Condensed Consolidated Statements of Operations](index=4&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Operations) Net losses increased for both periods, driven by decreased sales, lower gross profit, and widened operating losses | Metric (in thousands) | 13 Weeks Ended June 29, 2025 | 13 Weeks Ended June 30, 2024 | 26 Weeks Ended June 29, 2025 | 26 Weeks Ended June 30, 2024 | | :-------------------- | :--------------------------- | :--------------------------- | :--------------------------- | :--------------------------- | | Net sales | $184,894 | $199,824 | $360,541 | $393,251 | | Gross profit | $52,165 | $58,724 | $106,493 | $119,122 | | Operating loss | $(23,202) | $(13,503) | $(39,639) | $(24,484) | | Net loss | $(24,540) | $(10,004) | $(41,790) | $(18,290) | | Basic loss per share | $(1.11) | $(0.46) | $(1.89) | $(0.84) | [Unaudited Condensed Consolidated Statements of Stockholders' Equity](index=5&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Stockholders'%20Equity) Stockholders' equity decreased significantly due to a net loss, with no cash dividends paid in the current period | Metric (in thousands) | June 29, 2025 | December 29, 2024 | | :-------------------- | :------------ | :---------------- | | Total Stockholders' Equity | $134,890 | $175,611 | | Retained Earnings | $56,609 | $98,384 | **Changes for 26 Weeks Ended June 29, 2025:** * Net loss: $(41,790) thousand * Dividends on common stock: $15 thousand (reflecting annual payments to employees for nonvested share awards) * Share-based compensation: $1,145 thousand - Dividends on common stock were **$0.00 per share** for the 13 and 26 weeks ended June 29, 2025, compared to **$0.05 and $0.10 per share** for the comparable periods in 2024, respectively[13](index=13&type=chunk) [Unaudited Condensed Consolidated Statements of Cash Flows](index=6&type=section&id=Unaudited%20Condensed%20Consolidated%20Statements%20of%20Cash%20Flows) Operating cash flows significantly decreased to negative $50.08 million, offset by increased financing activities | Cash Flow Activity (in thousands) | 26 Weeks Ended June 29, 2025 | 26 Weeks Ended June 30, 2024 | | :-------------------------------- | :--------------------------- | :--------------------------- | | Net cash used in operating activities | $(50,080) | $(2,927) | | Net cash used in investing activities | $(2,250) | $(6,266) | | Net cash provided by financing activities | $51,768 | $4,930 | | Net decrease in cash | $(562) | $(4,263) | | Cash at end of period | $4,856 | $4,938 | - Operating cash flow decreased significantly due to increased funding of merchandise inventory and a higher net loss year over year[15](index=15&type=chunk) - Financing cash flows increased primarily due to **$120.15 million** in borrowings under the revolving credit facility in 2025, compared to none in 2024[15](index=15&type=chunk) [Notes to Unaudited Condensed Consolidated Financial Statements](index=7&type=section&id=Notes%20to%20Unaudited%20Condensed%20Consolidated%20Financial%20Statements) This section provides detailed disclosures and explanations for the unaudited condensed consolidated financial statements [(1) Description of Business](index=7&type=section&id=(1)%20Description%20of%20Business) Big 5 Sporting Goods operates 414 stores and an e-commerce platform in the western U.S., offering a full line of sporting goods - The Company operates **414 stores** and an e-commerce platform as of June 29, 2025[17](index=17&type=chunk) - Product mix includes athletic shoes, apparel, accessories, and outdoor/athletic equipment for various sports and recreation[17](index=17&type=chunk) - The Company operates as one reportable segment[17](index=17&type=chunk) [(2) Proposed Merger](index=7&type=section&id=(2)%20Proposed%20Merger) The Company entered a merger agreement to be acquired by Worldwide Sports Group Holdings LLC for $1.45 per share in cash - The Company entered into a Merger Agreement on June 29, 2025, to be acquired by Worldwide Sports Group Holdings LLC[20](index=20&type=chunk) - Each share of common stock will be converted into the right to receive **$1.45 per share** in cash[20](index=20&type=chunk) - The Merger is expected to close in the second half of 2025, subject to customary closing conditions, including stockholder approval[20](index=20&type=chunk) - Termination fees: Company pays Parent **$2.0 million** in certain circumstances; Parent pays Company **$3.0 million** in certain specified circumstances[20](index=20&type=chunk) [(3) Summary of Significant Accounting Policies](index=7&type=section&id=(3)%20Summary%20of%20Significant%20Accounting%20Policies) This section outlines key accounting policies, including consolidation, reporting periods, and valuation methods [Consolidation](index=7&type=section&id=Consolidation) The financial statements consolidate Big 5 Sporting Goods Corporation and its 100%-owned subsidiaries - The Interim Financial Statements include the accounts of Big 5 Sporting Goods Corporation, Big 5 Corp., and Big 5 Services Corp[21](index=21&type=chunk) [Reporting Period](index=7&type=section&id=Reporting%20Period) The Company uses a 52-53 week fiscal year ending on the Sunday nearest December 31, with interim periods of 13 weeks - Fiscal year 2025 is **52 weeks**, ending December 28, 2025[22](index=22&type=chunk) - Fiscal year 2024 was **52 weeks**, ending December 29, 2024[22](index=22&type=chunk) - Interim periods in fiscal 2025 and 2024 are each comprised of **13 weeks**[22](index=22&type=chunk) [Recently Issued Accounting Updates](index=9&type=section&id=Recently%20Issued%20Accounting%20Updates) The Company is evaluating the impact of recent FASB ASUs, with ASU 2023-06 not expected to have a material impact - ASU No. 2023-06 (Disclosure Improvements) is not expected to have a material impact[24](index=24&type=chunk) - ASU No. 2023-09 (Improvements to Income Tax Disclosures) is effective for public entities for annual periods beginning after December 15, 2024; the Company is evaluating its future impact[25](index=25&type=chunk) - ASU No. 2024-03 (Disaggregation of Income Statement Expenses) is effective for public entities for annual periods beginning after December 15, 2026; the Company is evaluating its future impact[26](index=26&type=chunk) [General Concentration of Risk](index=9&type=section&id=General%20Concentration%20of%20Risk) The Company faces supply chain concentration risk, with 39.3% of purchases from its top 20 suppliers and significant foreign manufacturing - The Company's 20 largest suppliers accounted for **39.3%** of total purchases in fiscal 2024, with one vendor representing **5.1%**[28](index=28&type=chunk) - A substantial amount of inventory is manufactured abroad, particularly in China, exposing the Company to tariff risks[29](index=29&type=chunk) - Risks include increased tariffs, shipping port disruptions (capacity constraints, labor strikes), and geopolitical conflicts (Ukraine, Middle East) impacting supply chain and costs[29](index=29&type=chunk) [Use of Estimates](index=11&type=section&id=Use%20of%20Estimates)

[Fiscal 2025 Second Quarter Highlights](index=1&type=section&id=Fiscal%202025%20Second%20Quarter%20Highlights) Big 5 Sporting Goods reported a challenging Q2 FY2025 with significant financial declines and ongoing progress towards a go-private transaction [Financial Overview](index=1&type=section&id=1.1%20Financial%20Overview) Big 5 Sporting Goods Corporation reported a challenging fiscal 2025 second quarter with significant declines in net sales, same store sales, and gross profit margin, leading to an increased net loss and negative Adjusted EBITDA compared to the prior year Key Financial Highlights | Metric | Q2 FY2025 | Q2 FY2024 | Change (YoY) | | :-------------------------- | :---------- | :---------- | :----------- | | Net Sales | $184.9 M | $199.8 M | -7.4% | | Same Store Sales | -6.1% | N/A | -6.1 pp | | Gross Profit | $52.2 M | $58.7 M | -11.1% | | Gross Profit Margin | 28.2% | 29.4% | -1.2 pp | | Net Loss | $(24.5) M | $(10.0) M | -145.0% | | Basic EPS | $(1.11) | $(0.46) | -141.3% | | Adjusted EBITDA | $(14.7) M | $(8.7) M | -68.9% | [Strategic Update](index=2&type=section&id=1.2%20Strategic%20Update) The Company's CEO acknowledged the challenging macroeconomic and geopolitical environment impacting consumer spending. Progress is being made towards the previously announced go-private transaction, with an expected closing in the second half of 2025, subject to customary conditions and stockholder approval - CEO **Steven G. Miller** noted that second quarter results reflect the **challenging macroeconomic and geopolitical environment** affecting consumer discretionary spending[7](index=7&type=chunk) - The pending **go-private transaction** with **Worldwide Golf and Capitol Hill Group** is progressing towards an expected closing in the **second half of 2025**, subject to customary closing conditions and stockholder approval[7](index=7&type=chunk)[11](index=11&type=chunk) [Financial Performance](index=1&type=section&id=Financial%20Performance) The company experienced a substantial decline in Q2 FY2025 net sales and profitability, exacerbated by merger-related expenses and asset impairment charges [Second Quarter 2025 Results](index=1&type=section&id=2.1%20Second%20Quarter%202025%20Results) The second quarter of fiscal 2025 saw a decline in net sales and profitability, with increased operating expenses contributing to a higher net loss compared to the prior year. The results were impacted by merger-related expenses and asset impairment charges [Net Sales and Same Store Sales](index=1&type=section&id=2.1.1%20Net%20Sales%20and%20Same%20Store%20Sales) Net sales declined by 7.4% year-over-year, accompanied by a 6.1 percentage point decrease in same store sales Net Sales and Same Store Sales Performance | Metric | Q2 FY2025 | Q2 FY2024 | Change (YoY) | | :---------------- | :----------- | :----------- | :----------- | | Net Sales | $184.9 M | $199.8 M | -7.4% | | Same Store Sales | -6.1% | N/A | -6.1 pp | [Gross Profit and Margin](index=1&type=section&id=2.1.2%20Gross%20Profit%20and%20Margin) Gross profit decreased by 11.1%, with the gross profit margin declining by 1.2 percentage points due to lower merchandise margins and higher expenses Gross Profit and Margin Analysis | Metric | Q2 FY2025 | Q2 FY2024 | Change (YoY) | | :------------------ | :-------- | :-------- | :----------- | | Gross Profit | $52.2 M | $58.7 M | -11.1% | | Gross Profit Margin | 28.2% | 29.4% | -1.2 pp | - The decrease in gross profit margin was primarily due to a **50 basis point decline in merchandise margins** year-over-year, coupled with **higher store occupancy and distribution expenses** as a percentage of net sales[3](index=3&type=chunk) [Selling and Administrative Expense](index=1&type=section&id=2.1.3%20Selling%20and%20Administrative%20Expense) Selling and administrative expenses increased by 4.4%, rising to 40.8% of net sales, driven by merger-related costs and asset impairment charges Selling and Administrative Expense Overview | Metric | Q2 FY2025 | Q2 FY2024 | Change (YoY) | | :----------------------------------- | :-------- | :-------- | :----------- | | Selling and Administrative Expense | $75.4 M | $72.2 M | +4.4% | | S&A Expense as % of Net Sales | 40.8% | 36.1% | +4.7 pp | - The increase in selling and administrative expense was primarily driven by **higher legal and third-party expenses related to the merger proposal**, **increased employee benefit-related expenses**, and **store asset impairment charges**, partially offset by lower employee labor expense[4](index=4&type=chunk) [Net Loss and Earnings Per Share](index=1&type=section&id=2.1.4%20Net%20Loss%20and%20Earnings%20Per%20Share) The company reported a significantly higher net loss of $(24.5) million and a basic EPS of $(1.11), impacted by merger expenses and asset impairment Net Loss and EPS Summary | Metric | Q2 FY2025 | Q2 FY2024 | Change (YoY) | | :---------- | :---------- | :---------- | :----------- | | Net Loss | $(24,540) K | $(10,004) K | -145.3% | | Basic EPS | $(1.11) | $(0.46) | -141.3% | - The net loss for Q2 FY2025 included **$2.8 million ($0.13 per basic share) in merger transaction-related expenses** and **$1.3 million ($0.06 per basic share) for a non-cash asset impairment charge** for certain underperforming stores[5](index=5&type=chunk) - Unlike Q2 FY2024, which included a **$3.6 million income tax benefit**, Q2 FY2025 net loss does not reflect an **income tax benefit** due to a **valuation allowance** related to deferred tax assets established in Q3 FY2024[5](index=5&type=chunk) [Non-GAAP Financial Measures](index=5&type=section&id=2.2%20Non-GAAP%20Financial%20Measures) Adjusted EBITDA for the second quarter of fiscal 2025 was significantly more negative than the prior year, reflecting the overall decline in financial performance and the impact of specific adjustments Adjusted EBITDA Summary | Metric | Q2 FY2025 | Q2 FY2024 | Change (YoY) | | :-------------- | :---------- | :---------- | :----------- | | Adjusted EBITDA | $(14,723) K | $(8,735) K | -68.5% | [Adjusted EBITDA](index=5&type=section&id=2.2.1%20Adjusted%20EBITDA) Adjusted EBITDA for Q2 FY2025 was $(14.7) million, a significant decline from $(8.7) million in Q2 FY2024, after accounting for merger and impairment expenses Adjusted EBITDA Reconciliation | Metric | 13 Weeks Ended June 29, 2025 (in thousands) | 13 Weeks Ended June 30, 2024 (in thousands) | | :-------------- | :---------------------------------------- | :---------------------------------------- | | GAAP Net Loss | $(24,540) | $(10,004) | | Interest expense| 1,330 | 82 | | Income tax | 8 | (3,581) | | Depreciation | 4,354 | 4,768 | | EBITDA | $(18,848) | $(8,735) | | Merger expense | 2,814 | — | | Store impairment| 1,311 | — | | Adjusted EBITDA | $(14,723) | $(8,735) | [Financial Position](index=2&type=section&id=Financial%20Position) The balance sheet at Q2 FY2025 reflects increased credit facility borrowings, slightly reduced cash, and stable merchandise inventories [Balance Sheet Overview](index=2&type=section&id=3.1%20Balance%20Sheet%20Overview) As of the end of fiscal 2025 second quarter, the Company's balance sheet showed increased borrowings under its credit facility, a slight decrease in cash, and merchandise inventories consistent with the prior year [Liquidity and Capital Resources](index=2&type=section&id=3.1.1%20Liquidity%20and%20Capital%20Resources) Borrowings under the credit facility significantly increased to $71.4 million, while cash balances slightly decreased to $4.9 million Liquidity and Capital Resources Summary | Metric | June 29, 2025 | December 29, 2024 | | :----------------------------------- | :------------ | :---------------- | | Borrowings under credit facility | $71.4 M | $13.8 M | | Cash | $4.9 M | $5.4 M | [Merchandise Inventories](index=2&type=section&id=3.1.2%20Merchandise%20Inventories) Merchandise inventories remained consistent with the prior year period, totaling $283.3 million at the end of Q2 FY2025 - Merchandise inventories at the end of the second quarter of fiscal 2025 were **consistent** with the prior year period[8](index=8&type=chunk) Merchandise Inventories Overview | Metric | June 29, 2025 | December 29, 2024 | | :---------------------- | :------------ | :---------------- | | Merchandise Inventories | $283,271 K | $260,307 K | [Operational Update](index=2&type=section&id=Operational%20Update) Big 5 Sporting Goods operates 414 stores, with plans for approximately four closures in Q3 FY2025 and no new store openings [Store Operations](index=2&type=section&id=4.1%20Store%20Operations) Big 5 Sporting Goods currently operates 414 stores and anticipates closing approximately four additional stores in the fiscal 2025 third quarter, with no new store openings planned Store Operations Summary | Metric | Value | | :---------------------- | :---- | | Current Stores in Operation | 414 | | Expected Q3 FY2025 Closures | ~4 | | Expected Q3 FY2025 New Stores | 0 | [Definitive Agreement to be Acquired](index=2&type=section&id=Definitive%20Agreement%20to%20be%20Acquired) Big 5 Sporting Goods has entered a definitive merger agreement for $1.45 per share, with closing expected in H2 2025 pending stockholder approval [Transaction Details](index=2&type=section&id=5.1%20Transaction%20Details) Big 5 Sporting Goods entered into a definitive merger agreement to be acquired by a partnership of Worldwide Golf and Capitol Hill Group for $1.45 per share in an all-cash transaction, representing a significant premium - The Company entered into a **definitive merger agreement** with a partnership comprised of **Worldwide Golf and Capitol Hill Group**[10](index=10&type=chunk) Acquisition Terms | Metric | Value | | :---------------------- | :---------- | | Acquisition Price per Share | $1.45 | | Premium to 60-day VWAP | ~36% | [Closing Conditions and Stockholder Approval](index=3&type=section&id=5.2%20Closing%20Conditions%20and%20Stockholder%20Approval) The acquisition is anticipated to close in the second half of 2025, contingent upon customary closing conditions and the approval of Big 5's stockholders, after which the company will become private and delist from Nasdaq - The Transaction is expected to close in the **second half of 2025**[11](index=11&type=chunk) - Closing is subject to certain conditions, including the **approval of Big 5's stockholders**[11](index=11&type=chunk) - Upon completion, Big 5's common stock will **no longer be listed on the Nasdaq Stock Exchange**, and Big 5 will become a **private company**[11](index=11&type=chunk) [Additional Information and Solicitation](index=3&type=section&id=5.3%20Additional%20Information%20and%20Solicitation) A special stockholder meeting will be announced to obtain approval for the merger, and Big 5 has filed a proxy statement and other relevant documents with the SEC, urging investors to review these materials for important information - A **special stockholder meeting** will be announced soon to obtain **stockholder approval** for the proposed merger[12](index=12&type=chunk) - Big 5 has filed a **proxy statement** (Proxy Statement) and other relevant documents with the **SEC**, which will contain important information about the Company and the proposed merger[12](index=12&type=chunk) - Big 5 and certain directors, executive officers, and other management may be deemed participants in **soliciting proxies** from stockholders[13](index=13&type=chunk) [Company Profile](index=3&type=section&id=Company%20Profile) Big 5 Sporting Goods is a leading western US sporting goods retailer, operating 414 stores offering a comprehensive range of athletic and outdoor products [About Big 5 Sporting Goods Corporation](index=3&type=section&id=6.1%20About%20Big%205%20Sporting%20Goods%20Corporation) Big 5 Sporting Goods is a prominent sporting goods retailer in the western United States, operating 414 stores that offer a comprehensive range of athletic and outdoor equipment, apparel, and accessories - Big 5 is a **leading sporting goods retailer** in the western United States, operating **414 stores**[14](index=14&type=chunk) - The company provides a **full-line product offering** in a traditional sporting goods store format, averaging **12,000 square feet**[14](index=14&type=chunk) - Product mix includes **athletic shoes, apparel, accessories, and a broad selection of outdoor and athletic equipment** for various sports and recreational activities[14](index=14&type=chunk) [Disclosures and Non-GAAP Information](index=3&type=section&id=Disclosures%20and%20Non-GAAP%20Information) This section outlines forward-looking statements, their inherent risks, and explanations of non-GAAP financial measures used for performance evaluation [Forward-Looking Statements](index=3&type=section&id=7.1%20Forward-Looking%20Statements) The communication contains forward-looking statements subject to various risks and uncertainties, particularly concerning the proposed merger and general business operations, and should not be unduly relied upon - The communication contains **forward-looking statements** regarding the **proposed acquisition** of Big 5 and its **expected timing**, identifiable by terms such as 'expect,' 'plan,' 'will,' etc[15](index=15&type=chunk) - These statements are based on management's current expectations and are subject to **risks and uncertainties** that could cause **actual results to differ materially**[16](index=16&type=chunk) - Key risks include the **merger not being completed**, **failure to realize anticipated benefits**, **competing offers**, **satisfaction of closing conditions**, **termination fees**, **impact on personnel and operations**, **unknown liabilities**, **transaction costs**, **legal proceedings**, **stock price decline** if merger fails, and **general business strategies and catastrophic events**[16](index=16&type=chunk) [Non-GAAP Financial Measures Explanation](index=5&type=section&id=7.2%20Non-GAAP%20Financial%20Measures%20Explanation) The Company provides non-GAAP financial measures, EBITDA and Adjusted EBITDA, as supplemental information to GAAP results, used internally for forecasting and performance evaluation, despite potential differences from other companies' calculations - The Company provides **non-GAAP EBITDA and Adjusted EBITDA**, which are **not prepared in accordance with GAAP** and exclude certain items[18](index=18&type=chunk) - These non-GAAP measures are used **internally for forecasting and evaluating operating performance**, providing useful information by **excluding expenses not indicative of core operating results**[18](index=18&type=chunk) - The GAAP measure most comparable to non-GAAP EBITDA and Adjusted EBITDA is **net (loss) income**, with a **reconciliation provided**[18](index=18&type=chunk)

Core Insights - Big 5 Sporting Goods Corporation reported a net loss of $24.5 million for the second quarter of fiscal 2025, compared to a net loss of $10.0 million in the same period of fiscal 2024, indicating a significant decline in financial performance [4][25] - The company is progressing towards a go-private transaction with Worldwide Golf and Capitol Hill Group, expected to close in the second half of 2025, which is seen as a strategic move to maximize shareholder value [6][10] Financial Performance - Net sales for the second quarter of fiscal 2025 were $184.9 million, down from $199.8 million in the second quarter of fiscal 2024, reflecting a decrease of 7.4% [1][25] - Same store sales decreased by 6.1% in the second quarter of fiscal 2025 compared to the same quarter in fiscal 2024 [1] - Gross profit for the second quarter was $52.2 million, down from $58.7 million year-over-year, with a gross profit margin of 28.2%, compared to 29.4% in the prior year [2][25] - Selling and administrative expenses increased by $3.2 million year-over-year, totaling $75.4 million, which is 40.8% of net sales compared to 36.1% in the prior year [3][25] Loss and Adjusted EBITDA - The adjusted EBITDA for the second quarter was a negative $14.7 million, worsening from a negative $8.7 million in the prior year [5][25] - The net loss per basic share was $1.11 for the second quarter of fiscal 2025, compared to $0.46 in the same quarter of fiscal 2024 [4][25] Balance Sheet and Store Operations - As of the end of the second quarter, the company had $71.4 million in borrowings under its $150 million credit facility and a cash balance of $4.9 million [7] - The company operated 414 stores and plans to close approximately four additional stores in the fiscal 2025 third quarter without opening new locations [8] Merger Agreement - Big 5 entered into a definitive merger agreement on June 29, 2025, to be acquired for $1.45 per share, representing a 36% premium over its 60-day volume-weighted average price at the time of the announcement [9][10]

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]