Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
On March 30, 2020, Big 5 Sporting Goods Corporation (the
“Company”) exercised the accordion feature under its Credit
Agreement dated as of October 18, 2010, as amended by that
certain First Amendment to Credit Agreement made as of
October 31, 2011, as further amended by that certain Second
Amendment to Credit Agreement made as of December 19, 2013,
and as further amended by that certain Third Amendment to Credit
Agreement made as of September 29, 2017, among, inter alia,
Big 5 Corp., as lead borrower, the Company as guarantor, Wells
Fargo Bank, National Association, as Administrative Agent and
Collateral Agent and Swing Line Lender, the other lenders party
thereto from time to time, and Wells Fargo Capital Finance, LLC, as
Sole Lead Arranger and Sole Book Manager (the “Credit Agreement”).
The material terms of the Credit Agreement have been previously
disclosed in the Company’s Forms 8-K filed with the United States
Securities and Exchange Commission on October 19, 2010,
December 20, 2013 and October 5, 2017.
The exercise of the accordion feature increases the aggregate
commitments under the credit facility provided by the Credit
Agreement from $140 million to $165 million. The amount
available to borrow from time to time under the credit facility
will vary based on the Company’s operating activities and any
Additionally, in order to enhance the Company’s financial
flexibility during the COVID-19 pandemic, the Company has
drawn down additional amounts under its credit facility, and
currently has total outstanding indebtedness under the credit
facility of approximately $143 million compared to
$66.6 million outstanding at the end of fiscal 2019. Following
this drawdown, the Company’s current cash position totals
approximately $67 million.
Regulation FD Disclosure.
In an effort to enhance financial flexibility during the
COVID-19 pandemic, the
Company is pursuing expense reduction and cash preservation
initiatives throughout the organization. In connection with that
effort, the Company’s Board of Directors has determined to suspend
the Company’s quarterly cash dividend until further notice.