Throughout this section, the Big 5 Sporting Goods Corporation ("we," "our," "us") fiscal years ended January 1, 2023, January 2, 2022 and January 3, 2021 are referred to as fiscal 2022, 2021 and 2020, respectively. The following discussion and analysis of our financial condition and results of operations for the years presented includes information with respect to our plans and strategies for our business and should be read in conjunction with the consolidated financial statements and related notes, the risk factors and the cautionary statement regarding forward-looking information included elsewhere in this Annual Report on Form 10-K.

Our fiscal year ends on the Sunday nearest December 31. Fiscal 2022 and fiscal 2021 each included 52 weeks, and fiscal 2020 included 53 weeks.

Impact of Global Events

Recent global events, including the novel coronavirus ("COVID-19") and the ongoing conflict in Ukraine, have adversely affected global economies, disrupted global supply chains and contributed to increased inflation, impacting the cost of products and services.

Disruptions related to COVID-19 negatively impacted our financial results in the first half of fiscal 2020 when we temporarily closed more than one-half of our retail store locations in response to state and local shelter orders related to the COVID-19 outbreak. As our stores reopened and COVID-19 restrictions began easing, we experienced unprecedented consumer demand for our products and our financial results improved during the second half of fiscal 2020 and throughout fiscal 2021. In response to COVID-19 during fiscal 2020, measures we took to reduce expense, preserve capital and enhance our liquidity benefited our financial performance in the second half of fiscal 2020 and throughout fiscal 2021. Certain of those measures, such as reductions to advertising expense in comparison with historical levels, continued to benefit fiscal 2022 and we expect to maintain our advertising expense below pre-pandemic levels in the foreseeable future.

Disruptions related to the ongoing conflict in Ukraine contributed to higher fuel prices and, consequently, higher product costs. The ongoing conflict in Ukraine may continue to lead to disruptions in the global supply chain, rising fuel costs, or cybersecurity risks, and economic instability generally, any of which could materially and adversely affect our business and results of operations. As long as this conflict continues, we expect these challenges to remain into fiscal 2023.

We will continue to monitor these events and take appropriate actions intended to mitigate the risk of these global events, or any other global events that arise, as necessary.

Overview

We are a leading sporting goods retailer in the western United States, operating 432 stores and an e-commerce platform under the name "Big 5 Sporting Goods" as of January 1, 2023. We provide a full-line product offering in a traditional sporting goods store format that averages approximately 12,000 square feet. Through our e-commerce platform, we also offer selected products online. E-commerce sales for fiscal 2022, 2021 and 2020 were not material. 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.

We believe that over our 68-year history we have developed a reputation with the competitive and recreational sporting goods customer as a convenient neighborhood sporting goods retailer that consistently delivers value on quality merchandise. Our stores carry a wide range of products at competitive prices from well-known brand name manufacturers, including adidas, Coleman, Columbia, Everlast, New Balance, Nike, Rawlings, Skechers, Spalding, Under Armour and Wilson. We also offer brand name merchandise produced exclusively for us, private label merchandise and specials on quality items we purchase through opportunistic buys of vendor over-stock and close-out merchandise. We reinforce our value reputation through digital marketing and print advertising in major and local newspapers and direct mailers, in an effort to generate customer traffic, drive sales and build brand awareness. Over the last several years we have been reducing our overall advertising spend and also shifting our advertising spend away from print media towards digital advertising, which we believe allows us to more effectively manage our advertising expense. We also maintain social media sites to enhance distribution capabilities for our promotional offers and to enable communication with our customers.



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Throughout our history, we have emphasized controlled growth. Our store openings during recent years reflect our cautious approach toward store expansion in the current retail environment, which includes increasing e-commerce competition, especially in response to changing consumer buying habits resulting from concerns surrounding the COVID-19 pandemic. The following table summarizes our store count for the periods presented:



                                              Fiscal Year
                                       2022      2021      2020
Beginning of period                      431       430       434
New stores                                 3         5         -
Stores relocated                          (1 )      (2 )       -
Stores closed                             (1 )      (2 )      (4 )
End of period                            432       431       430

Stores opened (closed) per year, net 1 1 (4 )

(1)

Stores that are relocated are classified as new stores. Sales from the prior location are treated as sales from a closed store and thus are excluded from same store sales calculations.

For fiscal 2023, we anticipate opening approximately six new stores and closing approximately five stores.

Executive Summary

Our decreased net income for fiscal 2022 compared to fiscal 2021 was mainly attributable to reduced net sales, lower merchandise margins and higher selling and administrative expense year over year. Reduced net sales in fiscal 2022 primarily reflected comparisons to fiscal 2021 in which strong consumer demand for various sporting goods products resulted from the easing of COVID-19 pandemic restrictions and consumers' desire to recreate and stay active. Decreases in net sales in fiscal 2022 in part reflected increased inflationary pressures which dampened consumer sentiment and impacted discretionary spending. Worsening inflation and higher labor costs also resulted in higher operational expense which had an unfavorable impact on our earnings.

Net sales for fiscal 2022 decreased 14.3% to $995.5 million compared to $1,161.8 million for fiscal 2021. The decrease in net sales reflects a decline of 14.5% in same store sales when compared with fiscal 2021. After experiencing strong same store sales associated with the COVID-19 pandemic in fiscal 2021, our lower same store sales in fiscal 2022 in part reflected significant inflationary pressures and heightened recessionary concerns that negatively impacted consumer sentiment, which contributed to reduced net sales across each of our major merchandise categories of hardgoods, apparel and footwear.

Gross profit for fiscal 2022 represented 34.3% of net sales, compared with 37.5% in the prior year. Merchandise margins were an unfavorable 63 basis points lower than the prior year, while store occupancy expense and distribution expense, including costs capitalized into inventory, as a percentage of net sales were higher compared with fiscal 2021. While merchandise margins were down year over year they remained healthy and continued to compare favorably to pre-pandemic levels.

Selling and administrative expense for fiscal 2022 increased 2.6% to $307.7 million, or 30.9% of net sales, compared to $299.8 million, or 25.8% of net sales, for fiscal 2021. The increase in selling and administrative expense primarily reflects an increase in employee labor and benefit-related expense as well as higher operational expense impacted by inflation, partially offset by a decrease in company performance-based incentive accruals year over year.

Net income for fiscal 2022 was $26.1 million, or $1.18 per diluted share, compared to net income of $102.4 million, or $4.55 per diluted share, for fiscal 2021. The decreased earnings reflect lower net sales, the unfavorable impact of lower merchandise margins and higher selling and administrative expense year over year.

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 our revolving credit facility.

Operating cash flow for fiscal 2022 was a negative $28.4 million compared to a positive $115.5 million in the prior year. The decreased operating cash flow was due primarily to decreased net income, increased funding of merchandise inventory and decreased accrued expenses primarily related to performance-based incentive accruals.

Capital expenditures for fiscal 2022 increased to $13.2 million from $10.9 million in fiscal 2021, primarily reflecting store-related remodeling and the opening of new stores in fiscal 2022 compared with fiscal 2021.



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We had cash of $25.6 million and cash and cash equivalents of $97.4 million as of January 1, 2023 and January 2, 2022, respectively. The balance as of the end of fiscal 2022 did not include cash equivalents, and the balance as of the end of fiscal 2021 included cash equivalents of $75.0 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 fiscal 2022 of $22.3 million, or $1.00 per share, compared with $61.8 million, or $2.83 per share, in fiscal 2021. The decrease in year-over-year dividends paid reflected special dividends of $2.00 per share that were declared in the second quarter and fourth quarter of fiscal 2021.

We repurchased 295,719 shares of common stock for $4.1 million in fiscal 2022, and we repurchased 361,323 shares of common stock for $7.6 million in fiscal 2021.

Results of Operations

The following table sets forth selected items from our consolidated statements of operations by dollar and as a percentage of our net sales, and other financial data, for the periods indicated:



                                                       Fiscal Year (1)
                                     2022                   2021                    2020
                                                    (Dollars in thousands)
Statement of Operations
Data:
Net sales                    $995,538      100.0%   $1,161,820     100.0%   $1,041,212     100.0%
Cost of sales (2)             654,323        65.7      725,991       62.5      692,041       66.5
Gross profit                  341,215        34.3      435,829       37.5      349,171       33.5
Selling and administrative
expense (3)                   307,700        30.9      299,812       25.8      275,406       26.5
Other income                        -           -            -          -      (2,500)      (0.2)
Operating income               33,515         3.4      136,017       11.7       76,265        7.2
Interest expense                  572         0.1          893        0.1        1,880        0.2
Income before income taxes     32,943         3.3      135,124       11.6       74,385        7.0
Income tax expense              6,809         0.7       32,738        2.8       18,445        1.8
Net income                    $26,134        2.6%     $102,386       8.8%      $55,940       5.2%
Other Financial Data:
Net sales change                          (14.3)%                   11.6%                    4.5%
Same store sales change
(4)                                       (14.5)%                   13.9%                    3.0%




(1)
Fiscal 2022 and 2021 each included 52 weeks, and fiscal 2020 included 53 weeks.
(2)
Cost of sales includes the cost of merchandise, net of discounts or allowances
earned, freight, inventory reserves, buying, distribution center expense,
including depreciation, and store occupancy expense. Store occupancy expense
includes rent, amortization of leasehold improvements, common area maintenance,
property taxes and insurance.
(3)
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.
(4)
Same store sales for a period reflect net sales from stores that operated
throughout the period as well as the full corresponding prior-year period and
sales from e-commerce. For purposes of reporting same store sales comparisons to
the prior year for fiscal 2022 and 2021, we used comparable 52-week periods. For
purposes of reporting same store sales comparisons to the prior year for fiscal
2020, we used comparable 53-week periods.

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A discussion regarding our financial condition and results of operations for fiscal 2022 compared to fiscal 2021 is presented below. A discussion regarding our financial condition and results of operations for fiscal 2021 compared to fiscal 2020 is incorporated herein by reference and can be found under Item 7 of Part II of our Annual Report on Form 10-K for fiscal 2021, filed with the SEC on March 2, 2022.

Fiscal 2022 Compared to Fiscal 2021

Net Sales. Net sales decreased by $166.3 million, or 14.3%, to $995.5 million for fiscal 2022 from $1,161.8 million for fiscal 2021. The change in net sales was primarily attributable to the following:

Same store sales decreased by $165.9 million, or 14.5%, for fiscal 2022 versus the comparable prior-year period. The decrease in same store sales reflected the following:



o

The decrease in same store sales in fiscal 2022 followed a 13.9% increase in same store sales for fiscal 2021 that reflected strong consumer demand as COVID-19 restrictions eased. Sales in fiscal 2022 were impacted in part by significant inflationary pressures and heightened recessionary concerns that negatively impacted consumer sentiment and discretionary spending, as well as unfavorable warm and dry winter weather conditions in our markets in the first quarter of fiscal 2022 that resulted in lower sales of winter-related products.



o

The increase in our same store sales achieved in fiscal 2021 resulted from strong demand for many categories of sporting goods products as certain COVID-19 pandemic restrictions were lifted, and also reflected favorable comparisons against temporary store closures related to COVID-19 during fiscal 2020.



o

Our lower same store sales in fiscal 2022 reflected a decrease in each of our major merchandise categories of hardgoods, apparel and footwear.



o

Same store sales are made on a comparable-week 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 permanently closing, during the comparable periods. Sales from e-commerce in fiscal 2022 and 2021 were not material.

We experienced decreased customer transactions of 11.2% and a lower average sale per transaction of 3.3% in fiscal 2022 compared to the prior year.

Gross Profit. Gross profit decreased by $94.6 million to $341.2 million, or 34.3% of net sales, in fiscal 2022 from $435.8 million, or 37.5% of net sales, in fiscal 2021. The change in gross profit was primarily attributable to the following:

Net sales decreased by $166.3 million, or 14.3%, in fiscal 2022 compared to the prior year.

Merchandise margins, which exclude buying, occupancy and distribution expense, decreased by an unfavorable 63 basis points compared with fiscal 2021, when merchandise margins increased by a favorable 250 basis points over the prior year. Our lower merchandise margins primarily reflect an unfavorable shift in our product sales mix, increased promotional pricing and increases in product purchase costs. The higher product purchase costs we experienced reflected increased raw material, labor, freight and fuel costs initially resulting from shortages related to COVID-19, and were worsened by current inflationary pressures. While merchandise margins were down year over year they remained healthy and continued to compare favorably to pre-pandemic levels.

Store occupancy expense increased by $1.8 million, or an unfavorable 161 basis points as a percentage of net sales, year over year in fiscal 2022.

Distribution expense, including costs capitalized into inventory, decreased by $1.9 million compared to the prior year. However, reflecting lower sales in fiscal 2022, distribution expense as a percentage of net sales increased by an unfavorable 59 basis points year over year. The decrease in expense primarily reflected increased costs capitalized into inventory, lower employee labor expense and reduced trucking expense, partially offset by increased fuel expense that resulted from gas price inflation.



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Selling and Administrative Expense. Selling and administrative expense increased by $7.9 million, or 2.6%, to $307.7 million, or 30.9% of net sales, in fiscal 2022 from $299.8 million, or 25.8% of net sales, in fiscal 2021. The change in selling and administrative expense was primarily attributable to the following:

Store-related expense, excluding occupancy, increased by $10.8 million, due largely to increased employee labor and benefit-related expense and other operating expenses driven by inflation and to support our increased store operating hours compared with the reduced store operating hours that we maintained in the prior year in response to the pandemic. While store operating hours were higher in fiscal 2022 compared with last year, store operating hours remain below pre-pandemic levels. 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 $15.00 per hour in 2022, and again to $15.50 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, which may also include interim impacts effective at various points throughout the year. Labor expense in fiscal 2022 also reflected higher demand for labor in many of our markets resulting in higher wages. We estimate that the combined impact of these wage pressures caused our labor expense to increase by approximately $3.1 million for fiscal 2022 compared with fiscal 2021.

Advertising expense increased by $1.2 million primarily reflecting increases in digital advertising as well as newspaper advertising, combined with higher advertising labor expense. Despite this year-over-year increase, our expense remains less than half of pre-pandemic expense as a result of initial measures we took in response to COVID-19 in fiscal 2020. 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 decreased by $4.1 million, primarily attributable to a decrease in company performance-based incentive accruals, partially offset by an increase in employee labor and benefit-related expense in the current fiscal year combined with the elimination of an employment agreement-related liability in fiscal 2021.

Interest Expense. Interest expense decreased to $0.6 million in fiscal 2022 compared with $0.9 million in fiscal 2021.

Income Taxes. The provision for income taxes decreased to $6.8 million for fiscal 2022 compared to $32.7 million for fiscal 2021, primarily reflecting lower pre-tax income in fiscal 2022 compared to fiscal 2021. Our effective tax rate of 20.7% for fiscal 2022 compared with 24.2% for fiscal 2021. Our lower effective tax rate for fiscal 2022 reflected a higher tax deduction related to share-based compensation combined with lower pre-tax income.

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 our revolving credit facility. We believe our cash and cash equivalents, future cash flows from operations and borrowings from our revolving credit facility will be sufficient to fund our cash requirements for at least the next 12 months.



We ended fiscal 2022 and 2021 with $25.6 million of cash and $97.4 million of
cash and cash equivalents, respectively, and no revolving credit borrowings. The
following table summarizes our cash flows from operating, investing and
financing activities:

                                                              Fiscal Year
                                                   2022           2021           2020
                                                             (In thousands)
Total cash (used in) provided by:
Operating activities                            $  (28,440 )   $  115,528     $  148,743
Investing activities                               (13,180 )      (10,615 )       (5,360 )
Financing activities                               (30,235 )      (72,147 )      (86,952 )
Net (decrease) increase in cash and cash
equivalents                                     $  (71,855 )   $   32,766     $   56,431

The seasonality of our business generally provides greater cash flows from operations during the holiday and winter selling season. We use operating cash flows and borrowings under our revolving credit facility, if necessary, to fund inventory increases in anticipation of the holidays and our inventory levels are normally at their highest in the months leading up to Christmas. As holiday sales typically reduce inventory levels, this reduction, combined with net income, historically provides us with strong cash flows from operations at the end of our fiscal year.



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For fiscal 2022, we experienced weaker consumer demand that reflected in part significant inflationary pressures and heightened recessionary concerns that negatively impacted consumer sentiment. The higher inflation and softening consumer demand led to lower sales and higher expenses which contributed to decreased net income year over year. Funding for merchandise inventory increased in fiscal 2022 as we continued to replenish depleted inventory levels resulting from strong consumer demand and supply chain challenges in fiscal 2021. The decrease in our operating cash flow for fiscal 2022 compared to the prior year primarily reflects our lower earnings and increased funding of merchandise inventory.

For fiscal 2021, as COVID-19 restrictions continued easing in many of our markets, we experienced strong consumer demand across a broad assortment of product categories, including increased consumer demand for team sports products, which was weak in fiscal 2020 due to the COVID-19 pandemic. This strong consumer demand for fiscal 2021 contributed to higher sales and margins and increased net income year-over-year. After reducing merchandise inventory in fiscal 2020 in response to COVID-19, we increased purchases of merchandise inventory in fiscal 2021 to support the strong consumer demand. Although our operating cash flow for fiscal 2021 was healthy, reflecting our higher earnings, the increased funding of merchandise inventory for the year contributed to reduced operating cash flow compared to fiscal 2020.

Operating Activities. Operating cash flows for fiscal 2022 and 2021 were a negative $28.4 million and a positive $115.5 million, respectively. The decreased cash flow from operating activities in fiscal 2022 compared to fiscal 2021 primarily reflects decreased net income, increased funding of merchandise inventory and decreased accrued expenses primarily related to performance-based incentive accruals.

Investing Activities. Net cash used in investing activities for fiscal 2022 and 2021 was $13.2 million and $10.6 million, respectively. Capital expenditures, excluding non-cash acquisitions, represented substantially all of the cash used in investing activities for each period. In fiscal 2021, capital expenditures of $10.9 million were partially offset by a portion of settlement proceeds related to a civil unrest insurance recovery of $0.2 million. Our capital expenditures primarily reflect store-related remodeling, new store openings, distribution center investments and computer hardware and software purchases. Capital expenditures by category are as follows:



                                                   Fiscal Year
                                          2022         2021        2020
                                                 (In thousands)
Store-related remodels                  $  7,805     $  5,381     $ 4,849
New stores                                 3,577        2,727         169
Distribution center                        1,212        1,177         840

Computer hardware, software and other 599 1,579 1,489 Total

$ 13,193     $ 10,864     $ 7,347

Capital expenditures in the fiscal years presented included investment in existing store remodeling to support our merchandising initiatives and enhancement of information security measures to support our infrastructure. Our capital expenditures included three new stores, including relocations, in fiscal 2022 and five new stores, including relocations, in fiscal 2021.

Financing Activities. Financing cash flows for fiscal 2022 and 2021 were a negative $30.2 million and a negative $72.1 million, respectively. For fiscal 2022 and 2021, net cash was used primarily to fund dividend payments, purchase treasury stock and make principal payments on finance lease liabilities, partially offset by proceeds received from the exercise of employee share option awards. The change in cash flow from financing activities for fiscal 2022 primarily reflects a decrease in dividends paid in fiscal 2022 compared to the prior year, which included special dividends of $2.00 per share that were declared in the second and fourth quarters of fiscal 2021.

As of January 1, 2023, we had no revolving credit borrowings and letter of credit commitments of $1.4 million outstanding. These balances compare to no revolving credit borrowings and letter of credit commitments of $1.1 million outstanding as of January 2, 2022.

In fiscal 2022, 2021 and 2020 we paid cash dividends of $1.00, $2.83 and $0.25 per share of outstanding common stock. Dividends declared in fiscal 2021 included special dividends totaling $2.00 per share of outstanding common stock. In the first quarter of fiscal 2023, our Board of Directors declared a quarterly cash dividend of $0.25 per share of outstanding common stock, which will be paid on March 24, 2023 to stockholders of record as of March 10, 2023.



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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 fiscal 2016, our Board of Directors authorized a share repurchase program for the purchase of up to $25.0 million of our common stock, which was in effect through the fourth quarter of fiscal 2021 and under which a total of $7.7 million remained available for share repurchases as of January 2, 2022. 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 these programs, 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 Securities and Exchange Commission. 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 common stock in fiscal 2022, repurchased 361,323 shares of common stock in fiscal 2021 and repurchased no shares of common stock in fiscal 2020. Since the inception of our initial share repurchase program in May 2006 through January 1, 2023, we have repurchased a total of 4,186,014 shares for $53.6 million.

Loan Agreement. As of January 3, 2021, we had a credit agreement with Wells Fargo Bank, National Association ("Wells Fargo"), as administrative agent, and a syndicate of other lenders, as amended (the "Prior Credit Agreement"), which was terminated and replaced on February 24, 2021 as discussed below.

On February 24, 2021, we terminated the Prior Credit Agreement and entered into a Loan, Guaranty and Security agreement with Bank of America, N.A. ("BofA"), as agent and lender, which was amended on November 22, 2021 and October 19, 2022 (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.

Similar to the Prior Credit Agreement, 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.

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 is a function of Average Daily Availability for the preceding fiscal quarter as set forth below.


                                                   SOFR Rate           Base Rate
Level        Average Daily Availability        Applicable Margin   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.



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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 our 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.

In the first quarter of fiscal 2021, we paid and capitalized $0.7 million in new creditor and third-party fees associated with the Loan Agreement, which is amortized over the term of the Loan Agreement, and extinguished $0.2 million of deferred financing fees associated with the Prior Credit Agreement.

Future Capital Requirements. We had cash on hand of $25.6 million as of January 1, 2023. We expect capital expenditures for fiscal 2023, excluding non-cash acquisitions, to range from approximately $15.0 million to $20.0 million, primarily to fund the opening of new stores, store-related remodeling, distribution center investments and computer hardware and software purchases. For fiscal 2023, we anticipate opening approximately six new stores and closing approximately five stores.

Dividends are paid at the discretion of the Board of Directors. In fiscal 2022, 2021 and 2020 we paid annual cash dividends of $1.00 per share, $2.83 per share and $0.25 per share, respectively, of outstanding common stock. Dividends declared in fiscal 2021 included special dividends in the amount of $2.00 per share of outstanding common stock. In the first quarter of fiscal 2023, our Board of Directors declared a quarterly cash dividend of $0.25 per share of outstanding common stock, which will be paid on March 24, 2023 to stockholders of record as of March 10, 2023.

As of January 1, 2023, a total of $20.9 million remained available for share repurchases under our new share repurchase program. We repurchased 295,719 shares of our common stock in fiscal 2022, repurchased 361,323 shares of our common stock in fiscal 2021 and repurchased no shares of our common stock in fiscal 2020. 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 on hand, operating cash flows and borrowings from our credit facility, for at least the next 12 months.

Contractual Obligations. Our material contractual obligations include operating lease commitments associated with our leased properties and other occupancy expense, finance lease obligations, borrowings under our 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 generally consist of information technology ("IT") systems hardware, distribution center delivery tractors and vehicle leases. Additional information regarding our operating leases is available in Item 2, Properties and Note 7, Lease Commitments, of the Notes to Consolidated Financial Statements included in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.

As of the end of fiscal 2022 and 2021, we had no borrowings under our revolving credit facility. Our zero borrowings reflect improved profitability and positive operating cash flow from increased consumer demand related to the COVID-19 pandemic during fiscal 2020 and 2021.

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 considered as outstanding contractual obligations.



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Critical Accounting Estimates

Our critical accounting estimates detailed below are included in our significant accounting policies as described in Note 2 of the Consolidated Financial Statements included in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K. Those consolidated financial statements were prepared in accordance with GAAP. Critical accounting estimates are those that we believe are most important to the portrayal of our financial condition and results of operations. The preparation of our consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expense. Our estimates are evaluated on an ongoing basis and drawn from historical experience, current trends and other factors that management believes to be relevant at the time our consolidated financial statements are prepared. Actual results may differ from our estimates. Management believes that the following accounting estimates are critical and reflect the more significant judgments and estimates we use in preparing our consolidated financial statements.

Valuation of Merchandise Inventories, Net

Our 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 consists of the direct purchase price of merchandise inventory, net of vendor allowances and cash discounts, in-bound freight-related costs and allocated overhead costs associated with our distribution center.

We record valuation reserves on a quarterly basis for merchandise items with slow-moving or obsolescence exposure and merchandise that has a carrying value that exceeds net realizable value. These reserves are estimates of a reduction in value to reflect inventory valuation at the lower of cost or net realizable value. Factors included in determining slow-moving or obsolescence reserve estimates include recent customer demand, merchandise aging, seasonal trends and decisions to discontinue certain products. Because of our merchandise mix, we have not historically experienced significant occurrences of obsolescence. Our inventory valuation reserves for damaged and defective merchandise, slow-moving or obsolete merchandise and for lower of cost or net realizable value provisions totaled $2.7 million as of January 1, 2023 and January 2, 2022, representing approximately 1% of our merchandise inventory for both periods.

A 10% change in our inventory valuation reserves estimate in total as of January 1, 2023, would result in a change in reserves of $0.3 million and a change in pre-tax earnings by the same amount. Our 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 our expectations. At this time, we do not believe that there is a reasonable likelihood that there will be a material change in the future estimates or assumptions that we use to calculate our inventory reserves.

Valuation of Long-Lived Assets

In accordance with ASC 360, Property, Plant and Equipment, we review our 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' operating lease right-of-use ("ROU") assets and property and equipment, which consists primarily of leasehold improvements. Factors that could trigger an impairment review include a current-period operating or cash flow loss combined with a history of operating or 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.

We evaluate the store asset groups with indicators of impairment by estimating future undiscounted cash flows of a store asset group over its remaining reasonably certain lease term to determine whether the long-lived assets are recoverable. In situations where the carrying amount of the store asset group exceeds the undiscounted cash flows, a fair value of the store asset group is determined using discounted cash flow valuation techniques and impairment is recognized when the carrying amount exceeds the fair value.

We determine the sum of the undiscounted cash flows expected to result from the asset group by projecting future revenue, gross margin and operating expense for each store 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, operating expense in relation to the current economic environment and our future expectations, competitive factors in our 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.



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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.

Our evaluation resulted in no impairment charges recognized in fiscal 2022, 2021 and 2020.

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, such as the first quarter of fiscal 2022 when we experienced warm and dry winter-weather conditions across our markets that resulted in significant carryover of winter inventory. 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 2021 and 2022, we experienced greater inflation in the cost of products that we purchase for resale as well as higher freight costs than in previous years. While our merchandise inventory costs have been impacted by these 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 2021 and 2022, we also experienced increased wage expense as a result of higher demand and intensifying competition for labor in many of our markets and we expect these dynamics to continue into fiscal 2023. Broad-based inflationary pressures adversely impacted many categories of costs and expenses during fiscal 2022 and this impact is expected to continue into fiscal 2023.

Recently Issued Accounting Updates

See Note 2 to the Consolidated Financial Statements included in Item 8, Financial Statements and Supplementary Data, of this Annual Report on Form 10-K.

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