UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 000-49850
NOTIFICATION OF LATE FILING
(Check One): Form 10-K [ ] Form 11-K [ ] Form 20-F [ ]
Form 10-Q [X] Form N-SAR [ ]
For Period Ended: April 3, 2005
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[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K
For the Transition Period Ended:
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Read attached instruction sheet before preparing form. Please print or
type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates: N/A
PART I
REGISTRANT INFORMATION
Full name of registrant: Big 5 Sporting Goods Corporation
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Former name if applicable: N/A
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Address of principal executive office (Street and Number):
2525 East El Segundo Boulevard
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City, state and zip code: El Segundo, California 90245
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PART II
RULE 12B-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[ ] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof
will be filed on or before the 15th calendar day following the
prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, or portion thereof will be filed
on or before the fifth calendar day following the prescribed due
date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period.
Big 5 Sporting Goods Corporation (the "Company") was unable to
file its Quarterly Report on Form 10-Q for the fiscal quarter ending
April 3, 2005 within the prescribed time period. The Company was unable
to complete its financial statements for the fiscal 2005 first quarter
without unreasonable effort or expense and despite diligent efforts
because, as previously reported, the audit of the Company's financial
statements for the fiscal year ending January 2, 2005 has not yet been
completed. The preparation of subsequent period financial statements
cannot be completed until the financial statements for the prior
periods, including restatements of prior period financial statements,
have been completed.
The Company has not yet been able to file its Annual Report on
Form 10-K for the fiscal year ended January 2, 2005 for the reasons set
forth in the Form 12b-25 filed by the Company on March 18, 2005. The
Company provided an update on the status of the ongoing review of its
prior reported financial statements in the May 4, 2005 press release
that was furnished as an exhibit to the Company's Current Report on Form
8-K filed on May 4, 2005.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Charles P. Kirk (310) 536-0611
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of
the Investment Company Act of 1940 during the preceding 12
months or for such shorter period that the registrant was
required to file such report(s) been filed? If the answer is no,
identify report(s).
Annual Report on Form 10-K for the fiscal year ended January 2, 2005
[ ] Yes [X] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be included
in the subject report or portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
On May 4, 2005, the Company issued a press release announcing
its preliminary unaudited results of operations for the fiscal quarter
ended April 3, 2005. The Company announced that for the fiscal 2005
first quarter, net sales increased by $8.1 million, or 4.5%, to $189.9
million from net sales, as preliminarily restated to include adjustments
relating to the previously announced establishment of a sales return
reserve, of $181.8 million in the first quarter of 2004. Net income
increased to $7.2 million, or $0.32 per diluted share, for the fiscal
2005 first quarter, compared with net income, as preliminarily restated,
of $6.6 million, or $0.29 per diluted share, in the fiscal 2004 first
quarter. Additional information about the Company's preliminary
unaudited results of operations for the fiscal 2005 first quarter is
included in the May 4, 2005 press release that was furnished as an
exhibit to the Company's Current Report on Form 8-K filed on May 4,
2005.
Big 5 Sporting Goods Corporation
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date May 16, 2005 By /s/ CHARLES P. KIRK
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Charles P. Kirk, Senior Vice President
and Chief Financial Officer