UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)
x		QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended September 28, 2003
		OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.


(Mark One)
x		QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the ~~transition~~quarterly period ~~from~~ended ~~__________________~~June 27, ~~to _________________________~~2004


o		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: 333-43129

BIG 5 CORP.

(Exact name of registrant as specified in its charter)


Delaware		95-1854273

(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)


2525 East El Segundo Boulevard
El Segundo, California		90245

(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 536-0611

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

There were 1,000 shares of common stock with a par value of $0.01 per share outstanding at ~~November~~July 1230, ~~2003~~2004.

The registrant meets the conditions set forth in General Instruction (H)(1)(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format.

TABLE OF CONTENTS

Part I FINANCIAL INFORMATION
Condensed Financial Statements (unaudited)
	Condensed Balance Sheets
	Condensed Statements of Operations
	Condensed Statements of Cash Flows
	Notes to Unaudited Condensed Financial Statements
ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
	ITEM 4. CONTROLS AND PROCEDURES
PART II — OTHER INFORMATION
	Item 1. Legal Proceedings
	Item 2. Changes in Securities and Use of Proceeds
	Item 3. Defaults Upon Senior Securities
	Item 4. Submission of Matters to a Vote of Security Holders
	Item 5. Other Information
	Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
EXHIBIT 31.1
EXHIBIT 31.2
EXHIBIT 32.1
EXHIBIT 32.2

BIG 5 CORP.

INDEX

		Page
PART I - FINANCIAL INFORMATION
PART I – FINANCIAL INFORMATION
Item 1	Condensed Consolidated Financial Statements (unaudited)
	Condensed Balance Sheets	3
	Condensed Consolidated Balance Sheets		3
	Condensed Statements of Operations	4
	Condensed Consolidated Statements of Operations		4
	Condensed Statements of Cash Flows	5
	Condensed Consolidated Statements of Cash Flows		5
	Notes to Condensed Financial Statements	6
	Notes to Condensed Consolidated Financial Statements		6
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		9
	Condition and Results of Operations	8
Item 3	Quantitative and Qualitative Disclosures About Market Risk		25
Item 3	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4	Controls and Procedures		26
Item 4	Controls and Procedures	24
PART II – OTHER INFORMATION
PART II - OTHER INFORMATION
Item 1	Legal Proceedings		27
Item 1	Legal Proceedings	26
Item 2	Changes in Securities and Use of Proceeds		27
Item 2	Changes in Securities and Use of Proceeds	26
Item 3	Defaults Upon Senior Securities		27
Item 3	Defaults Upon Senior Securities	26
Item 4	Submission of Matters to a Vote of Security Holders		27
Item 4	Submission of Matters to a Vote of Security Holders	26
Item 5	Other Information		27
Item 5	Other Information	26
Item 6	Exhibits and Reports on Form 8-K		27
Item 6	Exhibits and Reports on Form 8-K	27
SIGNATURES			29
SIGNATURES		28
Exhibit 31.1
Exhibit 31.1
Exhibit 31.2
Exhibit 31.2
Exhibit 32.1
Exhibit 32.1
Exhibit 32.2
Exhibit 32.2

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BIG 5 CORP.

Condensed Consolidated Balance Sheets ~~(unaudited)~~ ~~(dollars in thousands)~~

			September 28,			December 29,
			2003			2002
Assets
Current assets:
	Cash		$	5,900		$	8,560
	Trade and other receivables			3,924			9,057
	Merchandise inventories			178,381			169,529
	Prepaid expenses			2,321			2,385
		Total current assets		190,526			189,531
Net property and equipment				43,554			45,104
Deferred income taxes, net				10,349			10,349
Leasehold interest				4,468			5,811
Other assets, at cost				2,337			2,557
Due from parent				12,621			13,408
Goodwill				4,433			4,433
		Total assets	$	268,288		$	271,193
Liabilities and Stockholder’s Equity
Current liabilities:
	Accounts payable		$	52,331		$	54,813
	Accrued expenses			63,753			71,813
		Total current liabilities		116,084			126,626
Deferred rent				11,590			11,525
Long-term debt				116,296			125,131
		Total liabilities		243,970			263,282
Commitments and contingencies
Stockholder’s equity:
	Common stock, $0.01 par value. Authorized 3,000 shares; issued and outstanding 1,000 shares			—			—
	Additional paid-in capital			40,639			40,639
	Accumulated deficit			(16,321	)		(32,728	)
		Total stockholder’s equity		24,318			7,911
		Total liabilities and stockholder’s equity	$	268,288		$	271,193

(unaudited)
(in thousands, except share and per share data)


	June 27,		December 28,
	2004		2003
Assets
Current assets:
Cash	$	6,385	$	8,980
Trade and other receivables, net		5,856		11,522
Merchandise inventories		199,383		179,555
Prepaid expenses		3,996		5,016

Total current assets		215,620		205,073

Property and equipment, net		45,665		46,952
Deferred income taxes, net		9,716		9,628
Leasehold interest, net		3,118		4,022
Other assets, net		1,301		1,865
Due from parent		4,183		3,991
Goodwill		4,433		4,433

Total assets	$	284,036	$	275,964

Liabilities and Stockholder’s Equity
Current liabilities:
Accounts payable	$	73,206	$	76,005
Accrued expenses		41,198		54,420

Total current liabilities		114,404		130,425

Deferred rent		11,613		11,654
Long-term debt		109,517		99,686

Total liabilities		235,534		241,765

Commitments and contingencies
Stockholder’s equity:
Common stock, $0.01 par value. Authorized 3,000 shares; issued and outstanding 1,000 shares		—		—
Additional paid-in capital		40,639		40,639
Retained earnings (accumulated deficit)		7,863		(6,440	)

Total stockholder’s equity		48,502		34,199

Total liabilities and stockholder’s equity	$	284,036	$	275,964

See accompanying notes to condensed consolidated financial statements.

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BIG 5 CORP.

Condensed Consolidated Statements of Operations

(unaudited)
(in thousands)


	13 Weeks Ended				26 Weeks Ended
	June 27,		June 29,		June 27,		June 29,
	2004		2003		2004		2003
Net sales	$	184,487	$	170,125	$	365,492	$	334,642
Cost of goods sold, buying and occupancy, excluding depreciation and amortization shown separately below		116,806		107,530		232,172		214,195

Gross profit		67,681		62,595		133,320		120,447

Operating expenses:
Selling and administrative		50,035		46,521		99,615		91,643
Depreciation and amortization		2,711		2,527		5,502		5,043

Total operating expenses		52,746		49,048		105,117		96,686

Operating income		14,935		13,547		28,203		23,761
Redemption premium and unamortized financing fees related to redemption of debt		792		—		792		1,483
Interest expense, net		1,638		2,921		3,574		5,898

Income before income taxes		12,505		10,626		23,837		16,380
Income taxes		5,001		4,357		9,534		6,716

Net income	$	7,504	$	6,269	$	14,303	$	9,664

See accompanying notes to condensed consolidated financial statements.

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BIG 5 CORP. ~~Condensed Statements of Operations~~ ~~(unaudited) (dollars in thousands)~~

			13 Weeks Ended				39 Weeks Ended
			September 28,		September 29,		September 28,		September 29,
			2003		2002		2003		2002
Net sales			$	183,275		170,913		517,917	$	490,749
Cost of goods sold, buying and occupancy				118,065		111,806		332,260		317,002
Gross profit				65,210		59,107		185,657		173,747
Operating expenses:
	Selling and administrative			48,350		44,009		139,993		129,296
	Depreciation and amortization			2,585		2,335		7,628		7,157
		Total operating expenses		50,935		46,344		147,621		136,453
Operating income				14,275		12,763		38,036		37,294
Premium (discount) and unamortized financing fees related to redemption of debt				—		—		1,483		(2	)
Interest expense, net				2,846		3,485		8,744		10,195
	Income before income taxes			11,429		9,278		27,809		27,101
Income taxes				4,686		3,804		11,402		11,112
Net income			$	6,743		5,474		16,407	$	15,989

Condensed Consolidated Statements of Cash Flows

~~See~~(unaudited) (in ~~accompanying notes to condensed financial statements.~~thousands)

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	26 Weeks Ended
	June 27, 2004			June 29, 2003
Cash flows from operating activities:
Net income	$	14,303		$	9,664
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization		5,502			5,043
Amortization of deferred finance charge and accretion of discounts		213			303
Redemption premium and unamortized financing fees related to redemption of debt		792			1,483
Deferred tax provision		(88	)
Loss on disposal of equipment and leasehold interest		68			140
Change in assets and liabilities:
Merchandise inventories		(19,828	)		(15,448	)
Trade accounts receivable, net		5,666			3,307
Prepaid expenses and other assets		1,160			(288	)
Accounts payable		2,938			1,241
Accrued expenses		(13,222	)		(11,384	)

Net cash used in operating activities		(2,496	)		(5,939	)

Cash flows from investing activities:
Purchase of property and equipment		(3,419	)		(1,676	)
Decrease (increase) in due from parent		(192	)		787

Net cash used in investing activities		(3,611	)		(889	)

Cash flows from financing activities:
Net borrowings under revolving credit facilities, and other		19,060			26,153
Repayment of 10.875% senior notes		(15,548	)		(21,095	)

Net cash provided by financing activities		3,512			5,058

Net decrease in cash		(2,595	)		(1,770	)

Cash at beginning of period		8,980			8,560

Cash at end of period	$	6,385		$	6,790

Supplemental disclosures of cash flow information:
Interest paid	$	3,589		$	5,933

Income taxes paid	$	13,006		$	6,665

See accompanying notes to condensed consolidated financial statements.

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BIG 5 CORP. Condensed Statements of Cash Flows (unaudited) (dollars in thousands)

					39 Weeks Ended
					September 28,			September 29,
					2003			2002
Cash flows from operating activities:
		Net income			$	16,407		$	15,989
		Adjustments to reconcile net income to net cash provided by operating activities:
			Depreciation and amortization			7,628			7,157
			Amortization of deferred finance charge and discounts			452			524
			Premium (discount) and unamortized financing fees related to redemption of debt			1,483			(2	)
			Loss on disposal of equipment and leasehold interest			140			6
			Change in assets and liabilities:
			Merchandise inventories			(8,852	)		(7,450	)
			Trade accounts receivable, net			5,133			3,288
			Prepaid expenses and other assets			(537	)		(193	)
			Accounts payable			(2,482	)		(2,736	)
			Accrued expenses			(4,432	)		(3,560	)
			Legal settlement			—			(2,465	)
				Net cash provided by operating activities		14,940			10,558
Cash flows from investing activities:
		Purchase of property and equipment				(4,810	)		(4,447	)
		Purchase of parent senior discount notes				—			(2,535	)
		Repayment of loan due from parent				787			(2,691	)
				Net cash used in investing activities		(4,023	)		(9,673	)
Cash flows from financing activities:
		Dividend to parent				—			(19,000	)
		Net borrowings under revolving credit facilities, and other				7,518			16,669
		Repurchase of senior notes				(21,095	)		(500	)
				Net cash used in financing activities		(13,577	)		(2,831	)
				Net decrease in cash		(2,660	)		(1,946	)
	Cash at beginning of period					8,560			7,865
	Cash at end of period				$	5,900		$	5,919
Supplemental disclosures of cash flow information:
		Interest paid			$	6,382		$	6,906
		Income taxes paid			$	10,099		$	11,842

See accompanying notes to condensed financial statements.

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BIG 5 CORP.

Notes to Unaudited Condensed Consolidated Financial Statements

(1)

Basis of Presentation and Description of Business

We operate in one business segment, as a sporting goods retailer under the Big 5 Sporting Goods name carrying a broad range of ~~hardlines~~hard goods, ~~softlines~~soft goods and footwear, operating ~~282~~295 stores at ~~September~~June 2827, ~~2003~~2004 in California, Washington, Arizona, Oregon, Texas, New Mexico, Nevada, Utah, Idaho and Colorado. WeBig ~~are~~5 Corp. (the Company) is wholly owned by Big 5 Sporting Goods Corporation, our parent company (the Parent). We have a wholly owned subsidiary, Big 5 Services Corp., which began operations at the beginning of fiscal 2004 to centralize the issuance and administration of gift certificates and gift cards.

In our opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments, consisting only of normal recurring adjustments, which in the opinion of management are necessary to present fairly and in accordance with accounting principles generally accepted in the United States of America (GAAP) the financial position as of ~~September~~June 2827, 2004 ~~2003~~ and December 2928, ~~2002~~2003, ~~and~~ the results of operations ~~and cash flows~~ for the 13 and ~~39-~~26 week periods ended ~~September~~June 2827, 2004 and June 29, 2003 and ~~September~~cash flows for the 26 weeks ended June 27, 2004 and June 29, ~~2002~~2003. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission; however, we believe that the disclosures are adequate to make the information presented not misleading. These unaudited condensed financial statements should be read in conjunction with the audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 2928, ~~2002~~2003.

(2) ~~Reclassifications~~ Debt Redemption

~~Certain~~On ~~prior~~April 15, ~~year~~2004, ~~balances~~we inredeemed ~~the~~$15.0 million ~~accompanying~~face ~~condensed~~value ~~financial~~of our 10.875% ~~statements~~senior ~~have~~notes ~~been~~due ~~reclassified~~2007 tousing ~~conform~~borrowings tounder ~~current~~our ~~year~~credit ~~presentation~~facility. We also redeemed $20.0 million face value and $35.0 million face value of our 10.875% senior notes due 2007 during the first and fourth quarters of fiscal 2003, respectively, using borrowings under our credit facility.

(3) ~~Related~~ ~~Party~~Stock-Based ~~Transactions~~ Compensation

InThe ~~June 2002,~~employees ~~our~~of ~~parent,~~ Big 5 ~~Sporting~~Corp. ~~Goods~~participate ~~Corporation,~~in ~~completed~~the anstock-based compensation ~~initial~~plan ~~public offering~~ of 8the Parent.~~1 million~~ ~~shares~~As ofpermitted ~~common~~under ~~stock,~~Statement of ~~which~~Financial ~~1.6~~Accounting ~~million~~Standards ~~shares~~(“SFAS”) ~~were sold by selling stockholders~~No. ~~In July~~ ~~2002~~123, ~~the underwriters~~Accounting ~~exercised~~for ~~their~~Stock-Based ~~right~~Compensation, ~~to purchase an additional 1.2 million shares~~as ~~through their over-allotment option~~amended, ofwe ~~which~~continue ~~0.5 million~~to ~~shares~~apply ~~were~~the ~~sold~~provisions ~~by selling stockholders. With net proceeds~~ of ~~$76.1 million~~Accounting ~~from~~Principles ~~the offering and~~Board ~~total~~(“APB”) ~~net~~Opinion ~~proceeds of $84~~No.0 ~~million~~25, ~~after~~Accounting ~~exercise~~for ~~of the underwriters’~~Stock ~~over-allotment~~Issued ~~option~~to Employees, and ~~together~~related ~~with~~interpretations ~~distributions~~and ~~from~~provide uspro ~~from~~forma ~~borrowings~~net ~~under~~income ~~our~~and ~~credit facility, our parent~~pro

- 6 -

~~redeemed~~forma ~~all~~earnings ofper ~~its~~share ~~outstanding~~disclosures ~~senior~~for employee stock option ~~discount~~grants ~~notes~~made in 1995 and ~~preferred~~future ~~stock~~years as if the fair-value-based method defined in SFAS No. 123 had been applied. SFAS No. 123 was amended by SFAS No. 148, Accounting ~~paid~~for ~~bonuses~~Stock-Based toCompensation ~~executive~~– ~~officers~~Transition and Disclosure – An ~~directors~~Amendment ~~which~~of ~~were~~FASB ~~funded~~Statement byNo. 123, to provide alternative methods of transition for a ~~reduction~~voluntary inchange to the ~~redemption~~fair-value-based ~~price~~method of accounting ~~otherwise~~for ~~applicable~~stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123 to ~~our~~require ~~parent’s~~prominent ~~preferred~~disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and ~~repurchased~~the 0effect of the method used on reported results.5 Therefore, compensation expense for stock options issued to employees ~~million~~is ~~shares~~recorded on the date of ~~its~~grant ~~common~~only ~~stock~~if ~~from~~the ~~non~~then-~~executive~~current ~~employees~~market price of the underlying stock exceeded the exercise price. If we had determined compensation cost based upon the fair value at the grant date for our stock options under SFAS No. 123 using the Black Scholes option pricing model, pro forma net income would have been as follows:

(4) Vendor Payments


	13 Weeks Ended				26 Weeks Ended
	June 27,		June 29,		June 27,		June 29,
	2004		2003		2004		2003
	(unaudited)				(unaudited)
	(in thousands)
Net income, as reported	$	7,504	$	6,269	$	14,303	$	9,664
Deduct: Total stock-based employee compensation expense determined under fair value based method for all awards, net of related tax effects		225		107		374		168

Pro forma net income	$	7,279	$	6,162	$	13,929	$	9,496

~~In November 2002, the Emerging Issues Task Force~~ (~~EITF~~4) ~~issued~~ ~~EITF~~Related ~~Issue No. 02-16,~~Party “Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor.” EITF Issue No. 02-16 addresses the timing of recognition and classification of consideration received from vendors, including rebates or allowances. EITF Issue No. 02-16 presumes that cash consideration received from a vendor represents a reduction of the prices of the vendor’s products or services and should, therefore, be characterized as a reduction in cost of sales unless (i) it is a payment for assets or services delivered to the vendor, in which case the cash consideration should be characterized as revenue, or (ii) it is a reimbursement of costs incurred to sell the vendor’s products, in which case the cash consideration should be characterized as a reduction of that cost. EITF No. 02-16 became effective for us in the first quarter of 2003, and had no impact on our financial statements, as we have historically accounted for vendor payments in accordance with the provisions of this standard. Transactions

Prior to September 1992, the Company was a wholly owned subsidiary of Thrifty Corporation (5“Thrifty”) ~~Repurchase~~, which was in turn a wholly owned subsidiary of Pacific ~~Debt~~Enterprises (“PE”). In December 1996, Thrifty was acquired by Rite Aid Corp. (“Rite Aid”).

InAs ~~January 2003,~~a weresult ~~adopted~~of the ~~provisions~~Company’s ofprior ~~SFAS~~relationship ~~No. 145,~~with ~~“Rescission~~Thrifty ~~of FASB~~and ~~Statements No. 4~~its affiliates, ~~44,~~the ~~and~~Company ~~64,~~continues ~~Amendment~~to ofmaintain ~~FASB~~certain ~~Statement~~relationships ~~No. 13,~~with ~~and~~Rite ~~Technical~~Aid, ~~Corrections.”~~PE ~~SFAS~~and ~~No. 145~~PE’s ~~provides~~successor ~~that~~company, ~~the~~Sempra ~~gain~~Energy. orThese ~~loss~~relationships ~~recognized~~include ~~upon~~continuing ~~early~~indemnification ~~debt~~obligations ~~extinguishment~~of ~~may~~PE noto ~~longer~~the beCompany ~~classified~~for ~~as extraordinary,~~certain ~~but~~environmental ~~rather~~matters; ~~must~~agreements bebetween ~~recognized~~the asCompany aand ~~component~~PE ofwith ~~net~~respect ~~income before extraordinary~~to ~~items,~~various iftax ~~any.~~matters ~~We recognized $1.5 million~~ and ~~($2)~~obligations ~~thousand~~under inERISA, ~~premium (discount) and~~including ~~related unamortized financing fees in~~ the ~~39 weeks~~allocation ~~ended~~of ~~September 28,~~various ~~2003~~tax ~~and~~obligations ~~September 29,~~relating ~~2002,~~to ~~respectively. The $1.5 million charge in~~ the ~~first~~inclusion ~~39 weeks~~ of ~~2003~~the ~~resulted~~Company ~~from~~and ~~a $1.1 million premium~~each ~~related~~member toof the ~~redemption~~affiliated ofgroup ~~$20.0 million face value~~ of ~~our~~which ~~10.875% senior notes and~~ the ~~related~~Company ~~carrying~~was ~~value~~a ofsubsidiary ~~applicable~~in ~~deferred financing costs~~certain ~~which~~consolidated ~~totaled~~and/or ~~$0.4 million~~unitary intax ~~the~~returns ~~first~~of ~~quarter~~PE, ofand ~~2003~~subleases. ~~The ($2) thousand~~Green ~~gain~~Equity inInvestors ~~the~~III, ~~first~~L.P., ~~39 weeks~~an affiliate of ~~2002~~Leonard ~~resulted~~Green ~~from~~& ~~the~~Partners, ~~repurchase of $0~~L.~~5 million~~P., ~~face~~holds ~~value~~convertible ofpreferred ~~our~~stock ~~10.875% senior notes~~ in ~~the first quarter of 2002.~~Rite

- 7 -

Aid, which, if converted, would represent approximately 13.0% of Rite Aid’s outstanding stock. Green Equity Investors, L.P., an affiliate of Leonard Green & Partners, L.P., owned more than 27% of Parent’s outstanding common stock until it sold substantially all of its shares in a secondary public offering in November 2003.

(5)

Contingencies

The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s financial position, results of operations or liquidity.

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ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

BASIS OF REPORTING

Net Sales

Net sales consist of sales from all stores operated during the period presented, net of merchandise returns. Same store sales for a period reflect net sales from stores operated throughout that period as well as the corresponding prior period. New store sales for a period reflect net sales from stores opened in that period as well as net sales from stores opened during the prior fiscal year. Stores that are relocated during any period are treated as new stores.

Gross Profit

Gross profit is comprised of net sales less all costs of sales, including the cost of merchandise, inventory ~~writedowns~~markdowns, inventory shrinkage, inbound freight, distribution and warehousing, payroll for our buying personnel and store and ~~allocated~~ corporate office occupancy costs. Store and corporate ~~office~~ office occupancy costs include rent, contingent rents, common area maintenance, ~~real~~ real estate property taxes and property insurance.

Selling and Administrative

Selling and administrative includes store management and corporate expenses, including non-buying personnel payroll, employment taxes, employee benefits, management information systems, advertising, insurance other than property insurance, legal, store pre-opening expenses and other corporate level expenses. Store pre-opening expenses include store-level payroll, grand opening event marketing, travel, supplies and other store opening expenses.

Depreciation and Amortization

Depreciation and amortization consists primarily of the depreciation of leasehold improvements, fixtures and equipment owned by us, amortization of leasehold interest and non-cash rent expense.

DISCUSSION OF CRITICAL ACCOUNTING POLICIES

In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in the preparation of our financial statements in conformity with accounting principles generally accepted in the United States ~~of America~~. Actual results could differ significantly from those estimates under different assumptions and conditions. We believe that the following discussion addresses our critical accounting policies, which are those that are most important to the portrayal of our financial condition.

-8 9 -

Valuation of Inventory

We value our inventories at the lower of cost or market using the weighted average cost method that approximates the first-in, first-out (“FIFO”) method. Management has evaluated the current level of inventories in comparison to planned sales volume and other factors and, based on this evaluation, has recorded adjustments to inventory and cost of goods sold for estimated decreases in inventory value. These adjustments 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. We are not aware of any events or changes in demand or price that would indicate to us that our inventory valuation may be materially inaccurate at this time.

Valuation of Long-Lived Assets

Long-lived assets and certain identifiable intangibles are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of the assets to future net cash flows estimated by us to be generated by these assets. If such assets are considered to be impaired, the impairment to be recognized is the amount by which the carrying amount of the assets exceeds the fair value of the assets. We are not aware of any events or changes in circumstances that would indicate to us that our long-lived assets are impaired or that would require an impairment consideration at this time.

-9 10 -

RESULTS OF OPERATIONS

The results of the interim periods are not necessarily indicative of results for the entire fiscal year.

13 Weeks Ended ~~September~~June 2827, ~~2003~~2004 Compared to 13 Weeks Ended ~~September~~June 29, ~~2002~~2003

The following table sets forth selected items from our operating results as a percentage of our net sales for the periods indicated:

		13 Weeks Ended		~~13 Weeks Ended~~
				September 28, 2003							September 29, 2002
		June 27, 2004							June 29, 2003
		(unaudited)					~~(unaudited)~~
		(dollars in thousands)					~~(dollars in thousands)~~
Net sales		$	184,487	$	~~183,275~~	100.0	%	~~100.0~~	%$	170,125	$	~~170,913~~	100.0	%	~~100.0~~	%
Cost of sales			116,806		~~118,065~~	63.3		~~64.4~~		107,530		~~111,806~~	63.2		~~65.4~~
Gross profit			67,681		~~65,210~~	36.7		~~35.6~~		62,595		~~59,107~~	36.8		~~34.6~~
Operating expenses:
Selling and administrative	~~Selling and administrative~~		50,035		~~48,350~~	27.1		~~26.4~~		46,521		~~44,009~~	27.3		~~25.7~~
Depreciation and amortization	~~Depreciation and amortization~~		2,711		~~2,585~~	1.5		~~1.4~~		2,527		~~2,335~~	1.5		~~1.4~~
		Total operating expense			50,935			27.8				46,344			27.1
Total operating expenses			52,746			28.6				49,048			28.8
Operating income		~~Operating income~~	14,935		~~14,275~~	8.1		~~7.8~~		13,547		~~12,763~~	8.0		~~7.5~~
Interest expense, net					2,846			1.6				3,485			2.1
Redemption premium and unamortized financing fees related to redemption of debt			792			0.4				—			0.0
		Income before income tax expense			11,429			6.2				9,278			5.4
Interest expense, net			1,638			0.9				2,921			1.7
Income tax expense					4,686			2.5				3,804			2.2
Income before income taxes			12,505			6.8				10,626			6.3
		Net income		$	6,743			3.7	%		$	5,474			3.2	%
Income taxes			5,001			2.7				4,357			2.6
Net income		$	7,504			4.1	%		$	6,269			3.7	%

1. Net Sales. Net sales increased by $1214.4 million, or 78.24%, to $~~183~~184.35 million in the 13 weeks ended ~~September~~June 2827, ~~2003~~2004 from $170.91 million in the ~~same~~ same period last year. This growth reflected an increase of $56.6 million in ~~same~~ same store sales and an increase of $79.1 million in new store sales, which ~~reflected~~ reflected the opening of 21four new stores, including two relocated stores, during the first 26 weeks of 2004 and 18 new stores since ~~June~~March 30, ~~2002~~2003. The remaining variance was attributable to net sales from closed stores. Same store sales increased 3.39% in the 13 weeks ended ~~September~~June 2827, ~~2003~~2004 versus the same period ~~last~~ last year, representing the thirty-~~first~~fourth consecutive quarterly increase in ~~same~~ same store sales over comparable prior periods. This 3.39% increase in same ~~store~~ store sales was attributable to higher sales in each of our three major ~~product~~ product categories of footwear, hard goods and apparel~~, with the apparel category providing the strongest performance~~. Store count at ~~September~~June 2827, ~~2003~~ 2004 was ~~282~~295 versus ~~265~~275 at ~~September~~June 29, ~~2002~~2003. We opened ~~seven~~one ~~new~~store ~~stores~~ in the 13 weeks ended ~~September~~ June 2827, ~~2003~~2004, and weno ~~opened four new~~ stores in the 13 weeks ended ~~September~~June 29, ~~2002~~2003. We expect to open ~~eleven~~13 ~~new stores during the remainder of fiscal 2003. Subsequent~~ to ~~September 28,~~16 ~~2003,~~net ~~there~~new ~~were~~stores ~~a significant~~during ~~number of fires throughout~~ the ~~Southern~~remainder ~~California region. While we initially saw a slight decrease in our sales as a result~~ of ~~the fires, we do not believe these fires will have a significant impact on our fourth quarter or full~~ fiscal ~~year sales~~2004.

~~-10-~~ 2. Gross Profit. Gross profit increased by $5.1 million, or 8.1%, to $67.7 million in the 13 weeks ended June 27, 2004 from $62.6 million in the same period last year. Gross profit margin was 36.7% in the 13 weeks ended June 27, 2004 compared to 36.8% in the same period last year. We achieved higher product selling margin comparisons in each of

- 11 -

~~2. Gross~~our ~~Profit.~~three ~~Gross~~major ~~profit~~product ~~increased~~categories; ~~by $6.1 million~~however, or ~~10.3%,~~gross toprofit ~~$65.2 million~~margin ~~in the 13 weeks ended September 28, 2003 from $59~~declined 0.1 ~~million~~% inas ~~the~~a ~~same~~result ~~period~~of ~~last~~higher ~~year.~~warehouse ~~Gross~~and ~~profit~~distribution ~~margin~~costs, ~~was~~which 35increased 0.62% inas ~~the~~a ~~13 weeks~~percent ~~ended~~of ~~September 28,~~net ~~2003 compared to 34~~sales.6% inWarehouse ~~the~~payroll ~~same~~and ~~period~~benefit ~~last year.~~expenses Weincreased ~~were~~in ~~able~~order to ~~achieve~~support ~~higher~~our ~~gross~~store ~~profit~~growth ~~margins~~and ~~primarily due~~ to ~~improved product~~prepare ~~selling~~for ~~margin~~the ~~comparisons in each of our three major product~~new ~~categories.~~distribution ~~These~~center ~~increases~~scheduled ~~were~~to ~~partially~~open ~~offset~~in byfiscal ~~a 0~~2005.1% ~~increase~~In inaddition, higher ~~distribution~~gasoline ~~costs~~prices ~~when~~negatively ~~measured~~impacted ~~as a percentage of sales resulting primarily from increased~~ trucking~~-related~~ ~~costs~~expense.

3. Selling and Administrative. Selling and administrative expenses increased by $4.3.5 million, or 97.96%, to $4850.40 million in the 13 weeks ended June ~~September 28~~27, ~~2003~~2004 from $4446.05 million in the same period last year. The increase was driven by a $2.53 million increase in store-related expenses ~~primarily~~, ~~resulting~~including ~~from~~payroll and ~~the~~payroll ~~need~~taxes, toas ~~support~~a ~~our~~result of store growth, ~~increased employee~~as ~~health~~well ~~benefit~~as ~~costs,~~ increased ~~workers’ compensation costs and~~employee ~~higher~~health ~~credit~~benefit ~~and debit card fees related to increased use of credit and debit cards by our customers~~costs. ~~Our~~Advertising ~~advertising~~expense ~~expenses~~ increased by $10.69 million due to ~~a difference in~~ the growth ~~timing of advertising expenses, an increase~~ in ~~the number~~our ofstore ~~stores~~base since the same period last year,. ~~and~~The aremaining difference ~~printing~~resulted ~~cost~~from ~~credit recorded~~other inadministrative ~~the~~costs, ~~third~~such ~~quarter~~as ofcorporate ~~last~~payroll and ~~year~~benefit expense. When measured as a percentage of net sales, selling and administrative expenses were 2627.41% for the 13 weeks ended June 27, 2004, down from 27.3% in the 13 weeks ended ~~September~~June 2829, 2003. ~~compared~~The todecrease 25primarily resulted from a 0.72% ~~for~~decline ~~the~~in ~~same~~store ~~period~~salaries ~~last~~when ~~year~~measured as a percent of sales.

4. Depreciation and Amortization. Depreciation and amortization expense increased $0.32 million, or ~~10.~~7.3%, to $2.67 million for the 13 weeks ended June ~~September 28~~27, ~~2003~~2004 from $2.35 million for the same period last year, primarily due to the increase in store count to ~~282~~295 stores at the end of the ~~third~~ second quarter of fiscal ~~2003~~2004 from ~~265~~275 stores at the end of the ~~third~~second quarter of fiscal ~~2002~~2003.

5. ~~Interest~~Redemption ~~Expense,~~Premium ~~Net.~~and ~~Interest~~Unamortized ~~expense,~~Financing ~~net~~Fees ~~decreased~~Related byto ~~$0.7~~Redemption ~~million,~~of ~~or 18~~Debt.~~3%,~~ Redemption premium and unamortized financing fees related to redemption of debt were $20.8 million in the 13 weeks ended ~~September~~June 2827, ~~2003~~2004. ~~from~~There ~~$3.5 million~~were inno ~~the~~redemption ~~same~~premium ~~period~~and ~~last~~unamortized ~~year.~~financing ~~This~~fees ~~decrease~~related ~~reflected lower~~to ~~overall~~redemption of debt ~~balances~~ in the 13 weeks ended ~~September~~June 2829, 2003. ~~versus~~The ~~the 13 weeks ended September~~$0.8 ~~29, 2002, lower average interest rates on our credit~~million ~~facility~~charge in the 13 weeks ended ~~September~~June 2827, ~~2003~~2004 ~~versus~~resulted from the ~~13 weeks~~redemption ~~ended~~of ~~September~~$15.0 ~~29,~~million ~~2002,~~face ~~and~~value ~~lower~~of ~~average~~our ~~interest~~10.875% ~~costs~~senior ~~associated~~notes ~~with~~and the ~~use~~related carrying value of ~~borrowings~~applicable ~~from~~deferred ~~our~~financing ~~credit~~costs ~~facility~~and tooriginal ~~redeem~~issue discount which totaled $~~20.~~0.2 million ofin ~~our 10.875% senior notes during~~ the ~~first~~second quarter of fiscal ~~2003~~2004.

6. ~~Income~~Interest ~~Taxes~~Expense, Net. ~~Provision~~Interest ~~for~~expense, ~~income~~net, ~~taxes~~decreased ~~was~~by $41.73 million, or 43.9%, to $1.6 million ~~for~~in the 13 weeks ended ~~September~~June 2827, ~~2003~~2004 ~~and~~ from $32.89 million ~~for~~in the ~~13 weeks~~same ~~ended September 29,~~period ~~2002~~last year. ~~Our~~Interest ~~effective~~expense ~~income~~benefited ~~tax~~from ~~rate~~the redemption ~~was~~of ~~41%~~$15.0 million ~~for~~of ~~both~~our ~~periods~~10. ~~Income~~875% ~~taxes~~senior ~~are~~notes ~~based~~in ~~upon~~ the ~~estimated~~second ~~effective~~quarter of ~~tax~~fiscal ~~rate~~2004 ~~for~~and $35.0 million in the ~~entire~~ fourth quarter of fiscal ~~year~~2003 ~~applied~~through borrowings tofrom ~~pre-tax~~our ~~income~~lower ~~for~~cost ~~the~~credit ~~year.~~facility ~~The~~as ~~effective~~well ~~rate~~as isa reduction in ~~subject~~overall todebt ~~ongoing~~levels ~~evaluation~~since bythe ~~management~~beginning of fiscal 2003.

~~-11-~~ 7. Income Taxes. Provision for income taxes was $5.0 million for the 13 weeks ended June 27, 2004 and $4.4 million for the 13 weeks ended June 29, 2003. We accrue taxes at the statutory tax rate, which is reevaluated on an ongoing basis by management. In the 13 weeks ended June 27, 2004 we determined the Company’s effective tax rate to be 40%, down from 41% in the 13 weeks ended June 29, 2003, due in part to the growth in our store base outside of California.

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3926 Weeks Ended ~~September~~June 2827, ~~2003~~2004 Compared to 3926 Weeks Ended ~~September~~June 29, ~~2002~~2003

The following table sets forth selected items from our operating results as a percentage of our net sales for the periods indicated:

				39 Weeks Ended
		26 Weeks Ended
				September 28, 2003							September 29, 2002
		June 27, 2004							June 29, 2003
		(unaudited)					~~(unaudited)~~
		(dollars in thousands)					~~(dollars in thousands)~~
Net sales		$	365,492	$	~~517,917~~	100.0	%	~~100.0~~	%$	334,642	$	~~490,749~~		100.0	%	~~100.0~~	%
Cost of sales			232,172		~~332,260~~	63.5		~~64.2~~		214,195		~~317,002~~		64.0		~~64.6~~
Gross profit			133,320		~~185,657~~	36.5		~~35.8~~		120,447		~~173,747~~		36.0		~~35.4~~
Operating expenses:
Selling and administrative	~~Selling and administrative~~		99,615		~~139,993~~	27.3		~~27.0~~		91,643		~~129,296~~		27.4		~~26.3~~
Depreciation and amortization	~~Depreciation and amortization~~		5,502		~~7,628~~	1.5		~~1.5~~		5,043		~~7,157~~		1.5		~~1.5~~
		Total operating expense			147,621			28.5				136,453				27.8
Total operating expenses			105,117			28.8				96,686				28.9
Operating income		~~Operating income~~	28,203		~~38,036~~	7.7		~~7.3~~		23,761		~~37,294~~		7.1		~~7.6~~
Premium and unamortized financing fees related to redemption of debt					1,483			0.2				(2	)			0.0
Redemption premium and unamortized financing fees related to redemption of debt			792			0.2				1,483				0.4
Interest expense, net			3,574		~~8,744~~	1.0		~~1.7~~		5,898		~~10,195~~		1.8		~~2.1~~
		Income before income tax expense			27,809			5.4				27,101				5.5
Income before income taxes			23,837			6.5				16,380				4.9
Income tax expense					11,402			2.2				11,112				2.3
Income taxes			9,534			2.6				6,716				2.0
Net income		~~Net income~~$	14,303	$	~~16,407~~	3.9	%	~~3.2~~	%$	9,664	$	~~15,989~~		2.9	%	~~3.3~~	%

1. Net Sales. Net sales increased by $2730.29 million, or 59.52%, to $~~517~~365.95 million in the ~~first 39~~26 weeks ofended ~~fiscal~~June 27, ~~2003~~2004 from $~~490~~334.76 million in the same period last year. This growth reflected an increase of $815.0 million in same store sales and an increase of $1917.46 million in new store sales, which reflected the opening of ~~eight~~four new stores, including two relocated stores, during the first 3926 weeks of ~~fiscal 2003~~2004 and 1519 new stores in fiscal ~~2002~~2003. The remaining variance was attributable to net sales from closed stores. Same store sales increased 14.65% in the ~~first 39~~26 weeks ofended ~~fiscal~~June 27, ~~2003~~2004 versus the same period last year. ~~The~~This 4.5% increase in same store sales was attributable to higher sales in each of our three major product categories of footwear, hard goods and ~~apparel, with the apparel category~~ ~~providing the strongest performance~~apparel. Store count at ~~September~~June 2827, ~~2003~~2004 was ~~282~~ 295 versus ~~265~~275 at ~~September~~June 29, ~~2002~~2003. We opened ~~eight~~four ~~new~~ stores, ~~and~~including ~~closed~~two ~~one store~~relocated stores, in the ~~first 39~~26 weeks ofended ~~fiscal~~June 27, ~~2003~~2004. ~~and~~We we opened ~~five~~one ~~new~~store ~~stores~~and closed one store in the ~~first~~ 3926 weeks ofended ~~fiscal~~June 29, ~~2002~~2003. We expect to open ~~approximately~~13 ~~eleven~~to 16 net new stores during the remainder of ~~fiscal 2003. Subsequent to September 28, 2003,~~ there were a significant number of fires throughout the Southern California region. While we initially saw a slight decrease in our sales as a result of the fires, we do not believe these fires will have a significant impact on our fourth quarter or full fiscal ~~year sales~~2004.

2. Gross Profit. Gross profit increased by $12.09 million, or 610.97%, to $~~185~~133.73 million in the ~~first 39~~26 weeks ofended ~~fiscal~~June 27, ~~2003~~2004 from $~~173~~120.74 million in the same period last year. Gross profit margin was 3536.85% in the ~~first 39~~26 weeks ofended ~~fiscal~~June 27, ~~2003~~2004 compared to 3536.40% in the same period last year. We were able to achieve higher gross profit margins primarily due to improved product selling margin comparisons in each of our three major product categories, partially offset by a 0.2% increase in warehouse and distribution costs when measured as a percentage of sales. The 0.2% increase in warehouse and distribution costs was largely driven by higher warehouse payroll and benefit expenses to support our store growth and to prepare for the new distribution center scheduled to open in fiscal 2005. In addition, higher gasoline prices negatively impacted trucking expense.

-12 13 -

~~improved~~ 3. Selling ~~selling~~and ~~margins~~Administrative. Selling and administrative expenses increased by $8.0 million, or 8.7%, to $99.6 million in ~~each~~the of26 weeks ~~our~~ended ~~three~~June 27, ~~major~~2004 ~~product~~from ~~categories~~$91.6 million in the same period last year. The increase was driven by a $5.0 million increase in store-related expenses, ~~partially~~including ~~offset~~payroll and payroll taxes, as a result of store growth, as well as increased employee health benefit costs. Advertising expense increased by $1.8 million due to the ~~higher~~growth ~~occupancy~~in ~~and~~our ~~distribution~~store ~~center~~base since the same period last year. The remaining $1.2 million increase resulted from other administrative costs, ~~when~~such as corporate payroll and benefit expense. When measured as a percentage of net sales, selling ~~resulting~~and administrative expenses were 27.3% for the 26 weeks ended June 27, 2004, down from a27.4% ~~smaller~~in ~~than~~the ~~expected~~26 weeks ~~growth~~ended June 29, 2003. The decrease primarily resulted from a 0.2% decline in ~~net~~store salaries when measured as a percent of sales.

34. ~~Selling~~Depreciation and ~~Administrative~~Amortization. ~~Selling~~Depreciation and ~~administrative~~amortization ~~expenses~~expense increased by $100.75 million, or 89.31%, to $~~140~~5.05 million infor the ~~first 39~~26 weeks ofended June ~~2003~~27, 2004 from $~~129~~5.30 million infor the same period last year., ~~The~~primarily ~~increase~~due ~~was~~to ~~driven~~the ~~by a $7.0 million~~ increase in store~~-related~~ ~~expenses~~count ~~primarily resulting from the need~~ to ~~support~~295 ~~our~~stores ~~store~~at ~~growth,~~the ~~increased~~end ~~employee health benefit costs, increased workers’ compensation costs and higher credit and debit card fees related to increased use~~ of ~~credit and debit cards by our customers. Our advertising expenses increased by $2.5 million due to our store growth and a printing cost credit received in~~ the ~~third~~second quarter of ~~last year. When measured~~ asfiscal a2004 ~~percentage~~from of275 ~~net~~stores ~~sales,~~at ~~selling~~the ~~and~~end ~~administrative~~of ~~expenses were 27.0% for~~ the ~~first~~second ~~39 weeks~~quarter of ~~2003~~fiscal ~~compared to 26~~2003.~~3% for the same period last year.~~

45. ~~Depreciation~~Redemption Premium and ~~Amortization~~Unamortized Financing Fees Related to Redemption of Debt. ~~Depreciation~~Redemption premium and ~~amortization~~unamortized ~~expense~~financing fees related to ~~increased~~redemption byof debt were $0.48 million in the 26 weeks ended June 27, or2004 6versus $1.~~6%,~~5 million toduring the same period last year. The $70.68 million charge in the 26 weeks ~~first~~ended 39June ~~weeks~~27, ~~of fiscal~~2004 ~~2003~~resulted from the redemption of $715.20 million inface value ~~the~~of ~~same~~our ~~period~~10.875% ~~last~~senior ~~year,~~notes ~~primarily~~and ~~due~~the torelated carrying value of applicable ~~the~~deferred ~~increase~~financing incosts ~~store~~and ~~count~~original toissue ~~282~~discount ~~stores~~which attotaled $0.2 million in the ~~end~~second quarter of fiscal 2004. The $1.5 million charge in the ~~third~~first ~~quarter~~26 weeks of fiscal 2003 resulted from ~~265~~the ~~stores~~redemption atof ~~the~~$20.0 million ~~end~~face value of our 10.875% senior notes during the ~~third~~first quarter of fiscal ~~2002~~2003.

56. ~~Premium~~Interest ~~(Discount)~~Expense, ~~and~~Net. ~~Unamortized~~Interest ~~Financing~~expense, ~~Fees~~net, ~~Related~~decreased toby ~~Redemption~~$2.3 ofmillion, ~~Debt~~or 39.4%, ~~Premium and unamortized financing fees related~~ to ~~redemption of debt were~~ $13.56 million in the ~~first 39~~26 weeks ofended ~~2003 versus ($2) thousand in the first 39~~June ~~weeks~~27, of2004 ~~2002. The~~ from $1.5.9 million ~~charge~~ in the ~~first~~same ~~39 weeks~~period oflast ~~2003 resulted from a $1~~year.~~1 million~~ ~~premium~~Interest ~~related~~expense tobenefited ~~the~~from the redemption of $2015.0 million ~~face~~ ~~value~~ of our 10.875% senior notes ~~and~~in the ~~related~~second ~~carrying value of~~quarter ~~applicable~~of ~~deferred~~fiscal ~~financing~~2004 ~~costs~~and ~~which totaled~~ $055.40 million in ~~the~~fiscal ~~first quarter of~~ 2003. ~~The~~through ~~($2)~~borrowings ~~thousand~~from ~~gain in the first 39 weeks of 2002~~our ~~resulted~~lower ~~from~~cost ~~the~~credit ~~repurchase~~facility ofas ~~$0.5 million~~well ~~face~~as ~~value~~a ofreduction ~~our~~in ~~10.875%~~overall ~~senior notes~~debt inlevels since the ~~first~~beginning ~~quarter~~ of ~~2002~~fiscal 2003.

67. ~~Interest~~Income ~~Expense, Net~~Taxes. ~~Interest~~Provision ~~expense,~~for ~~net~~income ~~decreased~~taxes bywas $19.5 million, orfor ~~14.2%~~the 26 weeks ended June 27, to2004 and $86.7 million infor the ~~first 39~~26 weeks ofended ~~fiscal 2003 from~~June 29, ~~$10~~2003.~~2 million~~ inWe ~~the~~accrue ~~same~~taxes ~~period~~at ~~last~~the ~~year.~~statutory ~~This~~tax ~~decrease~~rate, ~~reflected~~which ~~lower interest~~is ~~rates~~reevaluated on ~~our~~an ongoing ~~credit~~basis ~~facility~~by inmanagement. In the ~~first 39~~26 weeks ofended ~~fiscal~~June 27, ~~2003 versus~~2004 we determined the ~~first~~Company’s ~~39 weeks~~effective oftax ~~fiscal~~rate ~~2002~~to ~~and~~be ~~lower~~40%, ~~average~~down ~~interest~~from ~~costs associated~~41% ~~with~~in the ~~use~~26 weeks ofended June 29, ~~borrowings~~2003, ~~from~~due ~~our~~in ~~credit~~part ~~facility~~ to ~~redeem~~the ~~$20.0 million~~growth ofin our ~~10.875%~~store ~~senior~~base ~~notes~~outside ~~during the first quarter~~ of ~~fiscal 2003~~ California.

~~7. Income~~ Taxes. Provision for income taxes was $11.4 million for the first 39 weeks of fiscal 2003 and $11.1 million for the first 39 weeks of fiscal 2002. Our effective income tax rate was 41% for both periods. Income taxes are based upon the estimated effective tax rate for the entire fiscal year applied to pre-~~tax~~ ~~income~~14 ~~for the year. The effective rate is subject to~~- ~~ongoing evaluation by management.~~

-13-

LIQUIDITY AND CAPITAL RESOURCES

Our principal liquidity requirements are for working capital and capital expenditures. We fund our liquidity requirements with cash ~~flow~~on ~~from~~hand, cash flow from operations and borrowings under our credit facility.

Net cash ~~provided~~used by operating activities for the first 3926 weeks of fiscal ~~2003~~2004 and fiscal ~~2002~~2003 was $142.95 million and $105.69 million, respectively. The change between periods primarily reflects higher net income in the first 3926 weeks of fiscal ~~2003~~2004, ~~and~~partially ~~the~~offset ~~payment~~by ofincreased aworking ~~legal settlement of a wage/hour class~~capital ~~action~~requirements ~~lawsuit~~between ~~during~~periods ~~the~~to ~~39 weeks~~fund ~~ended~~store ~~September 29, 2002~~growth.

Capital expenditures for the first 3926 weeks of fiscal ~~2003~~2004 and ~~2002~~2003 were $43.84 million and $41.47 million, respectively. WeExpenditures ~~expect~~for ~~capital~~our ~~expenditures~~planned ~~for~~new ~~the~~distribution ~~remaining~~center ~~13 weeks~~accounted offor ~~fiscal~~approximately ~~2003 will range from~~ $6.0 ~~to $7~~.06 million~~, primarily~~ toof ~~fund~~capital expenditures in the ~~opening~~first 26 weeks of 11fiscal ~~new~~2004. ~~stores,~~We ~~store~~expect ~~improvements and~~capital ~~remodelings,~~expenditures ~~warehouse~~for ~~and~~the ~~headquarters~~remaining ~~improvements~~26 weeks ~~and~~of ~~computer~~fiscal ~~hardware~~2004 ~~and software~~to ~~expenditures.~~range ~~Our~~from ~~store~~$15.0 ~~format~~to $20.0 million. ~~requires~~We aexpect ~~low~~to ~~investment~~spend in$7.0 ~~furniture and~~to ~~equipment (approximately~~ $010.40 million), ~~working~~primarily ~~capital~~to ~~(approximately~~fund ~~$0.4~~the ~~million,~~opening ~~net~~ of ~~amount~~approximately ~~financed~~13 byto ~~vendors~~16 ~~through~~net ~~trade~~new ~~payables,~~stores (which ~~is typically~~includes ~~one-third~~store relocations), ~~and~~store ~~real~~improvements ~~estate~~and ~~(leased~~remodelings, ~~“built-to-suit”~~warehouse ~~locations).~~and ~~Based~~headquarters onimprovements ~~our~~and ~~expected~~computer ~~net~~hardware ~~sales~~ and ~~store~~software ~~growth,~~expenditures. weIn ~~currently~~addition, ~~plan to replace our~~we ~~existing~~anticipate ~~distribution~~spending ~~center~~an ~~during~~estimated ~~the~~$8.0 ~~next 15~~ to 18$10.0 ~~months~~million atof athe ~~cost of~~ approximately $15.0 million. Weof ~~expect~~total ~~to fund these~~ capital ~~expenditures~~spending ~~from operating~~requirements ~~cash~~for ~~flows and borrowings under~~ our ~~revolving~~planned ~~credit facility. We~~new ~~anticipate~~distribution ~~that~~center, ~~these~~which ~~expenditures~~is ~~will~~scheduled to be ~~incurred~~operational ~~primarily~~ in the ~~fourth quarter~~second ~~of fiscal 2004 and the first~~ half of fiscal 2005.

Net cash ~~used~~ inprovided ~~other~~by ~~investing~~financing activities for the first 26 weeks of (fiscal 2004 and fiscal 2003 was $53.2)5 million and $5.1 million, ~~during~~respectively. ~~the~~As 39of ~~weeks~~June 27, ~~ended September 28~~2004, ~~2002~~we ~~related~~had toborrowings ~~the~~of $276.5 million and letter of credit commitments of $0.5 million ~~purchase~~outstanding under our credit facility and $33.1 million of our ~~parent's~~10.875% senior ~~discount~~ notes inoutstanding. ~~the~~These ~~first~~balances ~~quarter~~compare to borrowings of ~~2002~~$52.1 million and letter of credit commitments of $5.4 million outstanding under our credit facility and $282.78 million of our 10.875% senior notes outstanding as of June 29, 2003. On April 15, 2004, we redeemed $15.0 million ~~loaned~~face tovalue of our ~~parent~~10.875% insenior ~~conjunction~~notes ~~with~~due ~~its~~2007, ~~initial~~using borrowings under ~~public~~our ~~offering~~credit facility. ~~Net~~ ~~cash~~We ~~used~~also inredeemed ~~other~~$20.0 million ~~investing~~face ~~activities~~value ofand $035.80 million face value of our 10.875% senior notes due 2007 during the 39first ~~weeks~~and fourth ~~ended~~quarters ~~September~~of ~~29,~~fiscal 2003, ~~represents~~respectively, ausing borrowings under our credit ~~partial~~facility. ~~loan~~We ~~repayment~~had by$6.4 million ~~our~~of ~~parent~~cash at June 27, 2004 and $6.8 million at June 29, 2003.

~~Net~~We ~~cash~~believe ~~used~~we inwill ~~financing~~be ~~activities~~able ~~for~~to ~~the~~fund ~~first~~our ~~39 weeks~~future ofcash ~~2003~~requirements ~~and~~for ~~2002~~operations ~~was~~from ~~$13.6 million~~operating ~~and~~cash ~~$2.8 million~~flows, ~~respectively.~~cash Ason ofhand ~~September 28, 2003,~~and ~~we had~~ borrowings ~~of $33.4 million and letter of credit commitments of $5.8 million outstanding~~ under our credit facility ~~and $82~~.~~9 million~~ ofWe ~~our 10.875%~~believe ~~senior~~these ~~notes~~sources ~~outstanding. These balances compare to borrowings~~ of ~~$44.7 million~~ ~~and~~funds ~~letter~~will ofbe ~~credit~~sufficient ~~commitments of $7.9 million outstanding~~to ~~under~~continue our ~~credit~~operations ~~facility~~ and ~~$103.3 million~~planned ofcapital ~~our~~expenditures ~~10.875%~~and ~~senior~~satisfy ~~notes~~our ~~outstanding~~scheduled aspayments ofunder ~~September 29,~~debt ~~2002.~~obligations Infor at least the ~~39 weeks~~next ~~ended~~twelve ~~September 29,~~months. ~~2002~~However, weour ~~repurchased~~ability ~~$2.8 million~~to ~~face~~satisfy ~~value~~such ofobligations ~~our~~depends ~~parent’s~~upon ~~senior~~our ~~discount~~future ~~notes~~performance, ~~and~~which ~~$0.5 million~~in ~~face~~turn ~~value~~is ofsubject ~~our~~to ~~10.875%~~general ~~senior~~economic ~~notes.~~conditions ~~In the first~~and ~~quarter~~regional ofrisks, ~~fiscal~~and ~~2003~~to wefinancial, ~~redeemed~~business ~~$20.0 million~~and ~~face~~other ~~value~~factors ofaffecting our ~~10.875%~~ ~~senior~~operations, ~~notes.~~including Wefactors ~~had~~beyond ~~cash~~our ~~of $5~~control.~~9 million~~ atSee ~~both~~“Risk ~~September 28,~~Factors ~~2003~~That ~~and~~May ~~September 29,~~Affect ~~2002~~Future Results.”

We ~~believe~~- we15 ~~will be able to fund our future cash requirements for~~- operations from operating cash flows, cash on hand and borrowings under our credit facility. We believe these sources of funds will be sufficient to continue our operations and planned capital expenditures and satisfy our scheduled payments under debt obligations for at least the next twelve months. However, our ability to satisfy such obligations depends upon our future performance, which in turn is subject to general economic conditions and regional risks, and

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to financial, business and other factors affecting our operations, including factors beyond our control. See “Risk Factors That May Affect Future Results.”

Our principal future obligations and commitments, excluding periodic interest payments, include the following:

		Payments Due by Period	~~Payments Due by Period~~
		Total	~~Total~~		Less Than 1 Year	~~1 Year~~		1-3 Years	~~1-3 Years~~		3-5 Years	~~4-5 Years~~		After 5 Years	~~After 5 Years~~
		(in thousands)	~~(in thousands)~~
Long-term debt		$	$33,063	~~82,870~~	$	$—	—	$	$—	—	$	$33,063	~~82,870~~	$	$—	—
Revolving credit facility				33,426			—			33,426			—			—
Operating lease commitments			287,604			42,664			75,781			62,484			106,675
Letters of credit				5,834			5,834			—			—			—
Revolving credit facility			76,454			—			76,454			—			—
Operating lease commitments				267,257			36,855			69,844			54,710			105,848
Letters of credit			519			519			—			—			—
Total	~~Total~~	$	$397,640	~~389,387~~	$	$43,183	~~42,689~~	$	$152,235	~~103,270~~	$	$95,547	~~137,580~~	$	$106,675	~~105,848~~

Long-term debt consists of our 10.875% senior notes that mature on November 13, 2007. We expect to repay our 10.875% senior notes by the maturity ~~date~~ date using a combination of cash flow from operations, drawings under our credit facility, an expansion or replacement of ~~the~~our credit facility, and the issuance of debt or equity securities. The 10.875% senior notes are general unsecured obligations, which rank senior in right of payment to all of our existing and future subordinated indebtedness and pari passu in right of payment with all of our current and future unsubordinated indebtedness, subject to the security interests that have been granted in substantially all of our assets in connection with our credit facility.

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. We intend to renegotiate those leases as they expire. Payments for these lease commitments are provided for by cash flows generated from operations.

WeIn ~~had a five-year, non-amortizing $125.0~~April ~~million~~2004 ~~revolving~~we ~~credit facility,~~signed ~~which~~an ~~was~~operating ~~amended~~lease ~~and~~agreement ~~restated~~for to a ~~three-year non-amortizing $140.0~~new ~~million~~distribution ~~revolving credit~~ facility in ~~the~~order ~~first~~to ~~quarter~~facilitate ofour ~~2003~~store growth. The ~~credit~~new distribution facility ~~may~~will be ~~terminated~~located byin ~~the~~Riverside, ~~lenders~~California byand ~~giving~~will ~~at least 90 days prior~~have ~~written~~approximately ~~notice before any anniversary date~~952,900 ~~commencing~~square ~~with~~feet ~~its~~of ~~anniversary date~~storage onand ~~March 20,~~office ~~2006~~space. We ~~may~~anticipate completing ~~terminate~~ the ~~credit~~construction ~~facility~~of byand ~~giving~~transition ~~at least 30 days prior written notice, provided that if we terminate prior~~ to ~~March 20, 2006, we must pay an early termination fee. Unless it is terminated,~~ the ~~credit facility~~new ~~will~~distribution ~~continue~~center ~~on an annual basis from anniversary date to anniversary~~in ~~date~~fiscal ~~beginning on March 21, 2006~~2005. The ~~facility~~expected isannual ~~secured~~lease bypayments aare ~~first~~included ~~priority security interest~~ in ~~substantially~~the ~~all of our assets~~table above.

~~The~~We ~~credit~~have ~~facility~~a ~~bears~~non-amortizing ~~interest~~$140.0 million atrevolving ~~various~~credit ~~rates~~facility. ~~based~~The credit onfacility ~~our performance,~~may ~~with~~be aterminated ~~floor~~by ofthe ~~LIBOR~~lenders ~~plus~~by ~~1.50%~~giving orat ~~the~~least ~~JPMorgan~~90 days prior ~~Chase~~written ~~Bank~~notice ~~prime lending~~before ~~rate~~any ~~and~~anniversary adate, ~~ceiling~~commencing ofwith ~~LIBOR~~its anniversary ~~plus~~date 2on March 20, 2006.~~50%~~ orWe ~~the~~may ~~JPMorgan~~terminate ~~Chase~~the ~~Bank~~credit ~~prime~~facility by ~~lending~~giving ~~rate~~at ~~plus~~least ~~0.75%,~~30 days ~~and~~prior iswritten ~~secured~~notice, byprovided ~~our~~that ~~trade~~if ~~accounts~~we ~~receivable,~~terminate ~~merchandise~~prior ~~inventory~~to ~~and~~March 20, ~~general~~2006, ~~intangible~~we ~~assets~~must ~~(including~~pay ~~trademarks~~an ~~and trade~~early ~~names)~~termination fee. AtUnless ~~September 28,~~it ~~2003~~is terminated, ~~loans under~~ the credit facility ~~bear interest~~will atcontinue aon ~~rate~~an ofannual ~~LIBOR~~basis ~~(1.12%~~from anniversary atdate ~~September 28,~~to ~~2003)~~anniversary ~~plus~~date 1beginning on March 21, 2006.~~50%~~ orThe ~~the~~facility ~~JPMorgan~~is ~~Chase~~secured ~~Bank~~by ~~prime~~a ~~lending~~first ~~rate~~priority ~~(4.00%~~security atinterest ~~September 28,~~in ~~2003).~~substantially Anall ~~annual~~of our ~~fee~~assets.

- The 15credit -facility bears interest at various rates based on our performance, with a floor of LIBOR plus 1.50% or the JP Morgan Chase Bank prime lending rate and a ceiling of LIBOR plus 2.50% or the JP Morgan Chase Bank prime lending rate plus 0.75% and is secured by trade accounts receivable, merchandise inventory and general intangible assets

- 16 -

(including trademarks and trade names). At June 27, 2004, loans under the credit facility bear interest at a rate of LIBOR (1.33% at June 27, 2004) plus 1.50% or the JP Morgan Chase Bank prime lending rate (4.00% at June 27, 2004). An annual fee of 0.325%, payable monthly, is assessed on the unused portion of the amended and restated credit facility. On ~~September~~June 2827, ~~2003~~2004, we had $3376.45 million in LIBOR and prime lending rate borrowings and letters of credit of $50.85 million outstanding. Our maximum eligible borrowing available under the credit facility is limited to 71.15% of the aggregate value of eligible inventory during November and December, 67.24% during January and February, and 67.25% during the remaining months of the year. The maximum eligible borrowing available under the credit facility had been 70% of the aggregate value of eligible inventory ~~during~~from November through February and 65% of the aggregate value of eligible inventory during the ~~remaining~~remainder ~~months~~ of the year. ~~Available~~The advance ~~borrowings~~rates ~~over~~changed ~~and~~in ~~above~~April 2004 ~~actual~~following ~~LIBOR~~a ~~and~~scheduled ~~prime~~appraisal ~~rate~~by the credit facility agent. Available borrowings over and above actual borrowings and letters of credit outstanding on the credit facility amounted to $6749.3 million at ~~September~~at June 2827, ~~2003~~2004.

Our ~~parent~~ ~~recently~~credit ~~announced~~facility ~~that~~and wethe ~~will~~indenture ~~redeem~~governing ~~$35 million principal amount of~~ our 10.875% senior notes contain ~~due~~various ~~2007,~~financial ~~using~~and ~~borrowings~~other ~~available~~covenants, ~~under~~including ~~our~~covenants ~~credit~~that require ~~facility.~~us ~~Following~~to ~~the~~maintain ~~redemption~~various financial ratios, ~~which~~restrict isour ~~scheduled~~ability to beincur indebtedness ~~completed~~or into ~~early December 2003,~~create ~~the~~various ~~outstanding~~liens ~~balance~~and restrict the amount of capital expenditures that we may incur. Our credit facility and the indenture governing our 10.875% senior notes ~~will~~also ~~be reduced~~restrict our ability to aengage ~~face~~in mergers ~~amount~~or ofacquisitions, ~~$48~~sell assets or pay dividends.~~1 million~~ ~~from~~We anare ~~original~~currently ~~face~~in compliance ~~amount~~with ofall ~~$131 million~~covenants ~~when~~under our credit facility and the indenture ~~notes~~governing ~~were~~our ~~first~~10.875% ~~issued~~senior ~~in November 1997~~notes.

~~Our~~If ~~credit~~we ~~facility~~fail ~~and~~to ~~the~~make ~~indenture~~any ~~governing~~required ~~our~~payment ~~senior~~under ~~notes~~our ~~contain various~~credit ~~financial~~facility ~~and~~or ~~other covenants, including covenants that require us to~~the ~~maintain~~indenture ~~various~~governing ~~financial ratios, restrict~~ our ~~ability~~10.875% tosenior ~~incur~~notes ~~indebtedness~~ or toif ~~create various liens and restrict the amount of capital expenditures that~~ we ~~may~~otherwise ~~incur.~~default ~~Our credit facility and the indenture governing our senior notes~~under ~~also~~these ~~restrict~~instruments, our ~~ability~~debt tomay ~~engage~~be inaccelerated ~~mergers~~under orthese ~~acquisitions,~~instruments. ~~sell assets or~~This ~~pay~~acceleration ~~dividends.~~could Wealso ~~are~~result ~~currently~~ in ~~compliance~~the ~~with~~acceleration ~~all~~of ~~covenants~~other ~~under~~indebtedness ~~our~~that ~~credit~~we ~~facility~~may ~~and~~have ~~the~~outstanding ~~indenture~~at ~~governing~~that ~~our senior notes~~time.

If we ~~fail~~are unable to ~~make~~generate ~~any~~sufficient ~~required~~cash ~~payment~~flow ~~under~~from operations to meet our ~~credit~~obligations ~~facility~~and orcommitments, ~~the indenture~~we ~~governing~~will ~~our~~be ~~senior~~required ~~notes~~to refinance or restructure ifour weindebtedness ~~otherwise~~or ~~default~~raise ~~under~~additional ~~these~~debt or equity capital. ~~instruments~~Additionally, ~~our~~we ~~debt~~ may be ~~accelerated~~required ~~under~~to ~~these~~sell ~~instruments.~~material ~~This~~assets or operations or delay ~~acceleration~~or ~~could~~forego ~~also~~expansion ~~result~~opportunities. inWe ~~the~~might ~~acceleration~~not ofbe ~~other~~able ~~indebtedness~~to ~~that~~affect these wealternative ~~may~~strategies ~~have~~on ~~outstanding~~satisfactory atterms, ~~that~~if ~~time~~at all.

If we are unable to generate sufficient cash flow from operations to meet our obligations and commitments, we will be required to refinance or restructure our indebtedness or raise additional debt or equity capital. Additionally, we may be required to sell material assets or operations or delay or forego expansion opportunities. We might not be able to effect these alternative strategies on satisfactory terms, if at all.

SEASONALITY

We experience seasonal fluctuations in our net sales and operating results. In fiscal ~~2002~~2003, we generated 2627.50% of our net sales and 35.2% of our operating income in the fourth fiscal quarter, which includes the holiday selling season as well as the peak winter sports selling season. As a result, we incur significant additional expenses in the fourth fiscal quarter due to higher purchase volumes and increased staffing. If we miscalculate the demand for our products generally or for our product mix during the fourth fiscal quarter, our net sales, including same store sales, could decline, resulting in excess inventory, which could harm our financial performance. Because a substantial portion of our operating income is derived from our fourth fiscal quarter net sales, a shortfall in expected fourth fiscal quarter net sales could cause our annual operating results to suffer significantly.

- 1617 -

fourth fiscal quarter net sales, a shortfall in expected fourth fiscal quarter net sales could cause our annual operating results to suffer significantly.

IMPACT OF INFLATION

We do not believe that inflation has a material impact on our earnings from operations.

FORWARD-LOOKING STATEMENTS

This document includes certain “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements relate to, among other things, our financial condition, our results of operations, our growth strategy and the business of our company generally. In some cases, you can identify such statements by terminology such as “may”, “will”, “should”, “expects”, “plans”, “anticipates”, “believes”, “intends” or other such terminology. These forward-looking statements involve risks, uncertainties and other factors that may cause our actual results in future periods to differ materially from forecasted results. These risks and uncertainties include, without limitation, the risk factors set forth below and elsewhere in this report and other risks and uncertainties more ~~fully~~ fully described in our other filings with the Securities and Exchange Commission. We caution that the risk factors set forth in this report are not exclusive. WeIn addition, we conduct our business in a highly competitive and ~~disclaim~~rapidly changing environment. Accordingly, new risk factors may arise. It is not possible for management to predict all such risk factors, nor to assess the impact of all such risk factors on our business or the extent to which any individual risk factor, or combination of factors, may cause results to differ materially from those contained in any forward-looking statement. We disclaim any obligation to revise or update any forward-looking statement that may be made from time to time by us or on our behalf.

- 18 -

RISK FACTORS THAT MAY AFFECT FUTURE RESULTS

Set forth below and elsewhere in this report and in other documents we file with the Securities and Exchange Commission are risks and uncertainties that could cause actual results to differ materially from the results contemplated by the forward-looking statements contained in this report.

Risks Related to Our Business

We ~~are~~have ~~highly~~a ~~leveraged~~substantial amount of debt, future cash flows may not be sufficient to meet our obligations and we might have difficulty obtaining more financing.

We have a substantial amount of debt. As of ~~September~~June 2827, ~~2003~~2004, the ~~aggregate~~ aggregate principal amount of our outstanding indebtedness was approximately $~~116~~109.3 5 million. Our ~~highly~~ leveraged financial position means:

• a substantial portion of our cash flow from operations will be required to service our indebtedness; • our ability to obtain financing in the future for working capital, capital expenditures and general corporate purposes might be impeded; and • we are more vulnerable to economic downturns and our ability to withstand competitive pressures is limited.

- 17 -

• our ability to obtain financing in the future for working capital, capital expenditures and general corporate purposes might be impeded; and

• we are more vulnerable to economic downturns and our ability to withstand competitive pressures is limited.

If our business declines, our future cash flow might not be sufficient to meet our obligations and commitments.

If we fail to make any required payment under our credit facility or indenture, our debt may be accelerated under these instruments. In addition, in the event of bankruptcy or insolvency or a material breach of any covenant contained in one of our debt instruments, our debt may be accelerated. This acceleration could also result in the acceleration of other indebtedness that we may have outstanding at that time.

If we are unable to generate sufficient cash flow from operations to meet our obligations and commitments, we will be required to refinance or restructure our indebtedness or raise additional debt or equity capital. Additionally, we may be required to sell material assets or operations or delay or forego expansion opportunities. These alternative strategies might not be effected on satisfactory terms, if at all.

The terms of our debt instruments impose operating and financial restrictions on us, which may impair our ability to respond to changing business and economic conditions.

The terms of our debt instruments impose operating and financial restrictions on us, including, among other things, restrictions on our ability to incur additional indebtedness, create or allow liens, pay dividends, engage in mergers, acquisitions or reorganizations or make specified capital expenditures. For example, our ability to engage in the foregoing transactions will depend upon, among other things, our level of ~~indebtedness at the time of~~ ~~the proposed transaction and whether we are in default under our financing~~ ~~agreements. As a result, our ability to respond to changing business and~~ economic conditions and to secure additional financing, if needed, may be significantly restricted, and we may be prevented from engaging in transactions that might further our growth strategy or otherwise benefit us without obtaining consent from our lenders. In addition, our credit facility is secured by a first priority security interest in our trade accounts receivable, merchandise inventories, service marks and trademarks and other general intangible assets, including trade names. In the event of our insolvency, liquidation, dissolution or reorganization, the lenders under our debt instruments would be entitled to payment in full from our assets before distributions, if any, were made to our stockholders.

- 1819 -

indebtedness at the time of the proposed transaction and whether we are in default under our financing agreements. As a result, our ability to respond to changing business and economic conditions and to secure additional financing, if needed, may be significantly restricted, and we may be prevented from engaging in transactions that might further our growth strategy or otherwise benefit us without obtaining consent from our lenders. In addition, our credit facility is secured by a first priority security interest in our trade accounts receivable, merchandise inventories, service marks and trademarks and other general intangible assets, including trade names. In the event of our insolvency, liquidation, dissolution or reorganization, the lenders under our debt instruments would be entitled to payment in full from our assets before distributions, if any, were made to our parent.

If we are unable to successfully implement our controlled growth strategy or manage our growing business, our future operating results could suffer.

One of our strategies includes opening profitable stores in new and existing markets. Our ability to successfully implement our growth strategy could be negatively affected by any of the following:

• suitable sites may not be available for leasing; • we may not be able to negotiate acceptable lease terms; • we might not be able to hire and retain qualified store personnel; and • we might not have the financial resources necessary to fund our expansion plans.

• In weaddition, our expansion in new and existing markets may ~~not~~present competitive, distribution and merchandising challenges that differ from our current challenges. These potential new challenges include competition among our stores, added strain on our distribution center, additional information to be processed by our management information systems and diversion of management attention from ongoing operations. We face additional challenges in entering new markets, including consumers’ lack of awareness of us, difficulties in hiring personnel and problems due to our unfamiliarity with local real estate markets and demographics. New markets may also have different competitive conditions, consumer tastes and discretionary spending patterns than our existing markets. To the extent that we are not able to ~~negotiate~~meet ~~acceptable~~these ~~lease~~new challenges, ~~terms;~~our net sales, including same store sales, could decrease and our operating costs could increase.

• we might not be able to hire and retain qualified store personnel; and

• we might not have the financial resources necessary to fund our expansion plans.

In addition, our expansion in new and existing markets may present competitive, distribution and merchandising challenges that differ from our current challenges. These potential new challenges include competition among our stores, added strain on our distribution center, additional information to be processed by our management information systems and diversion of management attention from ongoing operations. We face additional challenges in entering new markets, including consumers’ lack of awareness of us, difficulties in hiring personnel and problems due to our unfamiliarity with local real estate markets and demographics. New markets may also have different competitive conditions, consumer tastes and discretionary spending patterns than our existing markets. To the extent that we are not able to meet these new challenges, our net sales could decrease and our operating costs could increase.

Because our stores are concentrated in the western United States, we are subject to regional risks.

Our stores are located in the western United States. Because of this, we are subject to regional risks, such as the economy, weather conditions, power outages, ~~the~~electricity ~~increasing~~and ~~cost~~gasoline ofcosts, ~~electricity~~ and earthquakes and other natural disasters specific to the states in which we operate. For example, ~~particularly~~ particularly in southern California where we have a high concentration of stores, seasonal factors such as unfavorable snow conditions, (such as those that occurred in the winter of 2002-2003), inclement weather or other localized conditions such as flooding, fires (such as the ~~recent~~ major fires in 2003), earthquakes or electricity ~~blackouts could harm our operations. If the region were to suffer an economic~~ ~~downturn or other adverse regional event, our net sales and profitability and~~ ~~our ability to implement our planned expansion program could suffer. Several of our competitors operate stores across the United States and thus are not as vulnerable to these regional risks.~~

If we- ~~lose~~20 ~~key management or are unable to attract and retain the talent~~- ~~required for our business, our operating results could suffer.~~

Our future success depends to a significant degree on the skills, experience and efforts of Steven G. Miller, our Chairman, President and Chief Executive Officer, and other

- 19 -

~~key~~blackouts ~~personnel who are not obligated to stay with us. The loss of the services of any of these individuals~~ could harm our ~~business~~ ~~and~~ operations. InState ~~addition,~~and aslocal ~~our business grows~~regulatory compliance, weincluding ~~will~~workers ~~need~~compensation ~~to attract~~costs, ~~and~~also ~~retain~~can ~~additional~~impact ~~qualified~~our ~~personnel~~financial results. inIf athe ~~timely~~region ~~manner~~were ~~and develop,~~to ~~train~~suffer ~~and manage~~ an ~~increasing~~economic ~~number~~downturn ofor ~~management level sales associates and~~ other ~~employees. Competition for qualified employees could~~adverse ~~require~~regional usevent, toour ~~pay~~net ~~higher~~sales, ~~wages~~including tosame ~~attract~~store ~~a sufficient number of employees~~sales, and profitability ~~increases~~and inour ~~the~~ability ~~federal~~to ~~minimum~~implement ~~wage~~our orplanned ~~other~~expansion ~~employee~~program ~~benefits costs~~ could suffer. ~~increase~~Several of our ~~operating~~competitors ~~expenses.~~operate Ifstores weacross ~~are~~the ~~unable~~United toStates ~~attract~~ and ~~retain~~thus are ~~personnel~~not as ~~needed~~vulnerable into ~~the~~these ~~future,~~regional ~~our net sales growth and operating results may suffer~~risks.

If we lose key management or are unable to attract and retain the talent required for our business, our operating results could suffer.

Our future success depends to a significant degree on the skills, experience and efforts of Steven G. Miller, our Chairman, President and Chief Executive Officer, and other key personnel who are not obligated to stay with us. The loss of the services of any of these individuals could harm our business and operations. In addition, as our business grows, we will need to attract and retain additional qualified personnel in a timely manner and develop, train and manage an increasing number of management level sales associates and other employees. Competition for qualified employees could require us to pay higher wages and benefits to attract a sufficient number of employees, and increases in the federal minimum wage or other employee benefits costs could increase our operating expenses. If we are unable to attract and retain personnel as needed in the future, our net sales growth, including same store sales growth, and operating results may suffer.

Our hardware and software systems are vulnerable to damage that could harm our business.

Our success, in particular our ability to successfully manage inventory levels, largely depends upon the efficient operation of our computer hardware and software systems. We use management information systems to track inventory information at the store level, communicate customer information and aggregate daily sales information. These systems and our operations are vulnerable to damage or interruption from:

• earthquake, fire, flood and other natural disasters; • power loss, computer systems failures, internet and telecommunications or data network failure, operator negligence, improper operation by or supervision of employees, physical and electronic loss of data or security breaches, misappropriation and similar events; and • computer viruses.

• Any ~~power~~failure ~~loss,~~that ~~computer~~causes ~~systems~~an ~~failures,~~interruption ~~internet~~in ~~and~~our ~~telecommunications~~operations or ~~data~~a ~~network~~decrease ~~failure,~~in inventory ~~operator~~tracking ~~negligence,~~could ~~improper~~result ~~operation~~in byreduced ornet ~~supervision of employees~~sales, ~~physical~~including ~~and~~same ~~electronic loss of data or security breaches~~store sales, ~~misappropriation~~ and ~~similar events; and~~profitability.

• computer viruses.

Any failure that causes an interruption in our operations or a decrease in inventory tracking could result in reduced net sales.

If our suppliers do not provide sufficient quantities of products, our net sales and profitability could suffer.

We purchase merchandise from over 750 vendors. Although we did not rely on on any single vendor for more than 6.20% of our total purchases during the ~~twelve~~ twelve months ended ~~September~~June 2827, ~~2003~~2004, our dependence on principal suppliers ~~involves~~ involves risk. Our 20 largest vendors collectively accounted for 3537.9% of our ~~total~~ total purchases during the twelve months ended ~~September 28, 2003. If there is a~~ ~~disruption in supply from a principal supplier or distributor, we may be unable~~ ~~to obtain merchandise that we desire to sell and that consumers desire to~~ purchase. In addition, a significant portion of the products that we purchase, including those purchased from domestic suppliers, are manufactured abroad. A vendor could discontinue selling products to us at any time for reasons that may or may not be in our control. Our net sales and profitability could decline if we are unable to promptly replace a vendor who is unwilling or unable to satisfy our requirements with a vendor providing equally appealing products.

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Because all of our stores rely on a single distribution center, any disruption could reduce our net sales.

We currently rely on a single distribution center in Fontana, California. Any natural disaster or other serious disruption to this distribution center due to fire, earthquake or any other cause could damage a significant portion of our inventory and could materially impair both our ability to adequately stock our stores and our net sales and profitability. If the security measures used at our distribution center do not prevent inventory theft, our gross margin may significantly decrease. In August 2002, we entered into a two-year lease for an additional 136,000 square foot satellite distribution center to handle seasonal merchandise and returns. In addition, because of limited capacity at the current distribution center, we will need to build a replacement distribution center in the next 15 to 18 months. Any disruption to, or delay in, this process could harm our future operations.

Because an equity owner of a substantial stockholder of our parent is a member of the board of directors of one of our competitors, there may be conflicts of interest.

Green Equity Investors, L.P., an affiliate of Leonard Green & Partners, L.P., holds approximately 27% of our parent’s outstanding common stock and also holds approximately 12.8% of the outstanding common stock of The Sports Authority, Inc., one of our competitors. John G. Danhakl, an equity owner of Leonard Green & Partners, L.P., currently serves on our parent’s board of directors. Jonathan D. Sokoloff, an equity owner of Leonard Green & Partners, L.P. and a former member of our parent’s board of directors, currently serves on The Sports Authority, Inc.’s board of directors. Mr. Danhakl may have conflicts of interest with respect to certain matters affecting us, including the pursuit of certain business opportunities presented to Leonard Green & Partners, L.P. All potential conflicts may not be resolved in a manner that is favorable to us. We believe it is impossible to predict the precise circumstances under which future potential conflicts may arise and therefore intend to address potential conflicts on a case-by-case basis. Under Delaware law, directors have a fiduciary duty to act in good faith and in what they believe to be in the best interest of the corporation and its stockholders. Such duties include the duty to refrain from impermissible self-dealing and to deal fairly with respect to transactions in which the directors, or other companies with which such directors are affiliated, have an interest.

Recently enacted and proposed changes in securities laws and regulations are likely to increase our costs.

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~~make~~June 27, it2004. ~~more~~If ~~difficult~~there ~~and~~is ~~more~~a ~~expensive~~disruption ~~for~~in ussupply from a principal supplier or distributor, we may be unable to obtain merchandise that we desire ~~director~~to sell and ~~officer~~that ~~liability~~consumers ~~insurance,~~desire ~~depending~~to inpurchase. ~~part~~In onaddition, ~~overall~~a significant ~~conditions~~portion inof the products that ~~insurance~~we ~~market~~purchase, ~~and~~including wethose ~~may~~purchased befrom domestic ~~required~~suppliers, toare ~~accept~~manufactured ~~reduced coverage~~abroad. orA ~~incur~~vendor ~~substantially~~could ~~higher~~discontinue selling ~~costs~~products to ~~obtain~~us ~~coverage.~~at ~~These~~any ~~new rules~~time ~~and~~for ~~regulations~~reasons ~~could~~that ~~also~~may ~~make~~or itmay ~~more~~not ~~difficult~~be ~~for~~in usour control. toOur ~~attract~~net sales, including same store sales, and profitability could ~~retain~~decline ~~qualified~~if ~~members~~we ofare ~~our~~unable ~~board~~to ofpromptly ~~directors,~~replace ~~particularly~~a tovendor ~~serve~~who onis unwilling or unable to satisfy our ~~audit~~requirements ~~committee,~~with ~~and~~a ~~qualified~~vendor ~~executive~~providing ~~officers~~equally appealing products.

Because all of our stores rely on a single primary distribution center and a satellite distribution center, any disruption could reduce our net sales.

We currently rely on a single primary distribution center in Fontana, California, as well as a satellite distribution center to handle seasonal merchandise and returns. Any natural disaster or other serious disruption to the primary distribution center due to fire, earthquake or any other cause could damage a significant portion of our inventory and could materially impair both our ability to adequately stock our stores and our net sales, including same store sales, and profitability. Any similar event which affects our satellite distribution center could materially impair our ability to adequately stock our stores with seasonal merchandise, which could also materially impair our net sales, including same store sales, and profitability. If the security measures used at our distribution centers do not prevent inventory theft, our gross margin may significantly decrease.

Due to limited capacity at the current primary distribution center, we recently entered into a 10-year lease with three five-year renewal options for a replacement distribution center and expect to begin construction in the second half of fiscal 2004. We anticipate completing the construction of and transition to the new distribution center in the second half of fiscal 2005. Any disruption to, or delay in, this process could harm our future operations.

Because equity owners of a significant stockholder of one of our competitors serve on the board of directors of our parent and the board of directors of such competitor, there may be conflicts of interest.

Green Equity Investors, L.P., an affiliate of Leonard Green & Partners, L.P., holds approximately 7.7% of the outstanding common stock of The Sports Authority, Inc., one of our competitors. John G. Danhakl, an equity owner of Leonard Green & Partners, L.P., currently serves on the board of directors of our parent company. Jonathan D. Sokoloff, an equity owner of Leonard Green & Partners, L.P. and a former member of our parent’s board of directors, currently serves on The Sports Authority, Inc.’s board of directors. Mr. Danhakl may have conflicts of interest with respect to certain matters affecting us, including the pursuit of certain business opportunities presented to Leonard Green & Partners, L.P. All potential conflicts may not be resolved in a manner that is favorable to us. We believe it is impossible to predict the precise circumstances under which future potential conflicts may arise and therefore intend to address potential conflicts on a case-by-case basis. Under Delaware law, directors have a fiduciary duty to act in good faith and in what they believe to be in the best interest of the corporation and its stockholders. Such duties include the duty to refrain from impermissible self-dealing and to deal fairly with respect to transactions in

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which the directors, or other companies with which such directors are affiliated, have an interest.

Recently enacted and proposed changes in securities laws and regulations are likely to increase our costs.

The Sarbanes-Oxley Act of 2002 (the “Act”) that became law in July 2002, as well as new rules and regulations subsequently implemented by the Securities and Exchange Commission (the “SEC”), have required and will require changes in some of our and our parent’s corporate governance practices. The Act also requires the SEC to promulgate additional new rules on a variety of subjects. In addition to final rules and rule proposals already made by the SEC, Nasdaq has revised its requirements for companies that are quoted on The Nasdaq Stock Market, Inc.’s National Market. The revised Nasdaq requirements apply to our parent company, Big 5 Sporting Goods Corporation. We expect these new rules and regulations to increase our legal and financial compliance costs and to make some activities more difficult, time consuming and/or costly. We also expect these new rules and regulations to make it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These new rules and regulations could also make it more difficult for our parent to attract and retain qualified members of its board of directors, particularly to serve on its audit committee, and qualified executive officers, which could negatively impact our business.

Risks Related to Our Industry

A downturn in the economy may affect consumer purchases of discretionary items, which could reduce our net sales.

In general, our sales represent discretionary spending by our customers. Discretionary spending is affected by many factors, including, among others, general business conditions, interest rates, inflation, consumer debt levels, ~~the~~ the availability of consumer credit, taxation, electricity power rates, gasoline prices, unemployment trends and other matters that influence consumer confidence and spending. Our customers’ purchases of discretionary items, including our products, could decline during periods when disposable income is lower or periods of actual or perceived unfavorable economic conditions. If this occurs, our net sales, including same store sales, and profitability could decline.

Seasonal fluctuations in the sales of sporting goods could cause our annual operating results to suffer significantly.

We experience seasonal fluctuations in our net sales and operating results. In fiscal ~~2002~~2003, we generated 2627.50% of our net sales and 35.2% of our operating income in the fourth fiscal quarter, which includes the holiday selling season as well as the peak winter sports selling season. As a result, we incur significant additional expenses in the fourth fiscal quarter due to higher purchase volumes and increased staffing. If we miscalculate the demand for our products generally or for our product mix during the fourth fiscal quarter, our net sales ~~could decline~~, ~~resulting~~including insame ~~excess~~store ~~inventory~~sales, ~~which~~ could ~~harm our financial performance. Because a substantial portion of our operating income is derived from our fourth fiscal quarter net sales~~decline, ~~a shortfall~~resulting in ~~expected fourth fiscal quarter net sales could cause our annual~~ ~~operating~~excess ~~results~~inventory, ~~to suffer significantly.~~which

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could harm our financial performance. Because a substantial portion of our operating income is derived from our fourth fiscal quarter net sales, a shortfall in expected fourth fiscal quarter net sales could cause our annual operating results to suffer significantly.

Intense competition in the sporting goods industry could limit our growth and reduce our profitability.

The retail market for sporting goods is highly fragmented and intensely competitive. We compete directly or indirectly with the following categories of companies:

• other traditional sporting goods stores and chains; • mass merchandisers, discount stores and department stores, such as Wal-Mart, Kmart, Target, Kohl’s, JC Penney, and Sears; • specialty sporting goods shops and pro shops, such as The Athlete’s Foot and Foot Locker; • sporting goods superstores, such as The Sports Authority, Inc., and its other operating units, Oshman’s, Sportmart and Gart Sports Company; and • internet retailers.

• Some ~~mass~~of ~~merchandisers,~~our ~~discount~~competitors have a larger number of stores and ~~department~~greater financial, ~~stores~~distribution, ~~such~~marketing asand ~~Wal-Mart~~other resources than we have. Two of our major competitors, ~~Kmart~~The Sports Authority, ~~Target~~Inc. and Gart Sports Company (including its other operating units, JCOshman’s ~~Penney~~and Sportmart), completed a merger in August 2003. In addition, if our competitors reduce their prices, it may be difficult for us to reach our net sales or same store sales goals without reducing our prices. As a result of this competition, we may also need to spend more on advertising and ~~Sears;~~promotion than we anticipate. If we are unable to compete successfully, our operating results will suffer.

• specialty sporting goods shops and pro shops, such as The Athlete’s Foot and Foot Locker;

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• sporting goods superstores, such as The Sports Authority, Inc., and its other operating units, Oshman’s, Sportmart and Gart Sports Company; and

• internet retailers.

Some of our competitors have a larger number of stores and greater financial, distribution, marketing and other resources than we have. Two of our major competitors, The Sports Authority and Gart Sports Company, completed a merger in August 2003 and now operate under the name The Sports Authority, Inc. In addition, if our competitors reduce their prices, it may be difficult for us to reach our net sales goals without reducing our prices. As a result of this competition, we may also need to spend more on advertising and promotion than we anticipate. If we are unable to compete successfully, our operating results will suffer.

We may incur costs from litigation or increased regulation relating to products that we sell, particularly firearms.

We sell products manufactured by third parties, some of which may be defective. If any product that we sell were to cause physical injury or injury to property, the injured party or parties could bring claims against us as the retailer of the product. Our insurance coverage may not be adequate to cover every claim that could be asserted against us. If a successful claim were brought against us in excess of our insurance coverage, it could harm our business. Even unsuccessful claims could result in the expenditure of funds and management time and could have a negative impact on our business. In addition, our products are subject to the Federal Consumer Product Safety Act, which empowers the Consumer Product Safety Commission to protect consumers from hazardous sporting goods and other articles. The Consumer Product Safety Commission has the authority to exclude from the market certain consumer products that are found to be hazardous. Similar laws exist in some states and cities in the United States. If we fail to comply with government and industry safety standards, we may be subject to claims, lawsuits, fines and negative publicity that could harm our operating results.

In ~~addition,~~- we24 ~~sell firearms and ammunition, products associated with an~~- increased risk of injury and related lawsuits. Sales of firearms and ammunition have historically represented less than 5% of our annual net sales. We may incur losses due to lawsuits relating to our performance of background checks on firearms purchases as mandated by state and federal law or the improper use of firearms sold by us, including lawsuits by municipalities or other organizations attempting to recover costs from firearms manufacturers and retailers relating to the misuse of firearms. In addition, in the future there may be increased federal, state or local regulation, including taxation, of the sale of firearms in both our current markets as well as future markets in which we may operate. Commencement of these lawsuits against us or the establishment of new regulations could reduce our net sales and decrease our profitability.

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In addition, we sell firearms and ammunition, products associated with an increased risk of injury and related lawsuits. Sales of firearms and ammunition have historically represented less than 5% of our annual net sales. We may incur losses due to lawsuits relating to our performance of background checks on firearms purchases as mandated by state and federal law or the improper use of firearms sold by us, including lawsuits by municipalities or other organizations attempting to recover costs from firearms manufacturers and retailers relating to the misuse of firearms. In addition, in the future there may be increased federal, state or local regulation, including taxation, of the sale of firearms in both our current markets as well as future markets in which we may operate. Commencement of these lawsuits against us or the establishment of new regulations could reduce our net sales, including same stores sales, and decrease our profitability.

If we fail to anticipate changes in consumer preferences, we may experience lower net sales, higher inventory markdowns and lower margins.

Our products must appeal to a broad range of consumers whose preferences cannot be predicted with certainty. These preferences are also subject to change. Our success depends upon our ability to anticipate and respond in a timely manner to trends in sporting goods merchandise and consumers’ participation in sports. If we fail to identify and respond to these changes, our net sales, including same store sales, may decline. In addition, because we often make commitments to purchase products from our vendors up to six months in advance of the proposed delivery, if we misjudge the market for our merchandise, we may over-stock unpopular products and be forced to take inventory markdowns that could have a negative impact on profitability.

Terrorism and the uncertainty of war may harm our operating results.

Terrorist attacks or acts of war may cause damage or disruption to us and our employees, facilities, information systems, vendors, and customers, which could significantly impact our net sales (including same store sales), costs and expenses and financial condition. The threat of terrorist attacks ~~in the United States~~ since ~~September~~ September 11, 2001 continues to create many economic and political uncertainties. The potential for future terrorist attacks, the national ~~and~~ and international responses to terrorist attacks and other acts of war or ~~hostility~~ hostility may cause greater uncertainty and cause our business to suffer in ways that we currently cannot predict. ~~The~~Military ~~military~~ action taken by the United States and its allies in Iraq or elsewhere could have a short or long- term negative economic impact upon the financial markets and our business in general.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We are subject to risks resulting from interest rate fluctuations since interest on our borrowings under our revolving credit facility ~~are~~is based on ~~variable~~ variable rates. If the LIBOR rate were to increase 1.0% in ~~2003~~2004 as compared to the rate at ~~September~~June 2827, ~~2003~~2004, our interest expense for ~~2003~~2004 would increase $0.38 million based on the outstanding balance of our ~~credit facility at September~~revolving ~~28, 2003. We do not hold any derivative instruments and do not engage in~~ ~~hedging activities.~~

~~ITEM~~ 4.- ~~CONTROLS~~25 ~~AND PROCEDURES~~-

WeTable maintain disclosure controls and procedures that are designed to ensure that (1) information required to be disclosed by us in the reports we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission and (2) this information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Under the supervision and review of our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of September 28, 2003. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure Contents

-credit 24facility -at June 27, 2004. We do not hold any derivative instruments and do not engage in hedging activities.

~~Table~~ITEM of4. ~~Contents~~CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures that are ~~effective~~designed to ensure that (1) information required to be disclosed by us in ~~alerting~~the reports we file or ~~them~~submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission and (2) this information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. Disclosure controls and procedures, no matter how well designed and implemented, can provide only reasonable assurance of achieving an entity’s disclosure objectives. The likelihood of achieving such objectives is affected by limitations inherent in disclosure controls and procedures. These include the fact that human judgment in decision-making can be faulty and that breakdowns in internal controls can occur because of human failures such as simple errors or mistakes or intentional circumvention of the established process. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Under the supervision and review of our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of June 27, 2004. Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are effective in providing reasonable assurance that they are alerted in a timely manner to material information regarding us that is required to be included in our periodic reports. In addition, there have been no ~~significant~~ significant changes in our internal controls or in other factors that could ~~significantly~~ significantly affect those controls since ~~September~~June 2827, ~~2003~~2004, the date as of which our disclosure controls and procedures were last evaluated.

~~There~~ ~~were~~- no26 ~~changes in our internal control over financial reporting~~- ~~that occurred during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.~~

-Table 25of - Contents

~~Table~~PART ofII ~~Contents~~— OTHER INFORMATION

~~PART~~Item II1. —Legal ~~OTHER INFORMATION~~ Proceedings

~~Item~~ We 1are from time to time involved in routine litigation incidental to the conduct of our business. ~~Legal~~We ~~Proceedings~~regularly review all pending litigation matters in which we are involved and establish reserves deemed appropriate by management for such litigation matters. We believe no litigation currently pending against us will have a material adverse effect on our financial position or results of operations.

WeItem ~~are from time to time involved in routine litigation incidental to the conduct of our business~~2. WeChanges ~~regularly review all pending litigation matters~~ in ~~which~~ weSecurities ~~are involved~~ and ~~establish~~Use ~~reserves deemed appropriate by management for such litigation matters. We believe no litigation currently pending against us will have a material adverse effect on our financial position or results~~ of ~~operations.~~ Proceeds

~~Item 2~~ None. ~~Changes in Securities and Use of Proceeds~~

~~The~~Item ~~registrant~~3. ~~meets~~Defaults ~~the~~Upon ~~conditions~~Senior ~~set forth in General Instruction H 1(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format.~~ Securities

~~Item 3~~ None. ~~Defaults Upon Senior Securities~~

~~The~~Item ~~registrant~~4. ~~meets~~Submission ~~the~~of ~~conditions~~Matters ~~set~~to ~~forth in General Instruction H 1(~~a) ~~and~~Vote ~~(b)~~ of ~~Form~~Security ~~10-Q and is therefore filing this form with the reduced disclosure format.~~ Holders

~~Item~~ On 4.June 2, ~~Submission~~2004, ofour ~~Matters~~sole tostockholder, aBig ~~Vote~~5 Sporting Goods Corporation, acting by written consent, reelected the members of ~~Security~~our ~~Holders~~board of directors.

~~The~~Item ~~registrant~~5. ~~meets~~Other ~~the conditions set forth in General Instruction H 1(a) and (b) of Form 10-Q and is therefore filing this form with the reduced disclosure format.~~ Information

~~Item 5~~ None. ~~Other Information~~

~~On November 5,~~Item ~~2003, our parent announced that we will redeem $35 million principal amount of our 10~~6.~~875%~~ ~~senior~~Exhibits ~~notes~~and ~~due~~Reports ~~2007,~~on ~~using~~Form funds available under our revolving credit facility. Following the redemption, which is scheduled to be completed in early December 2003, the outstanding balance of our 10.875% senior notes will be reduced to a face amount of $48.1 million from an original face amount of $131 million when the notes were issued in November 1997. 8-K

~~- 26 -~~ (a) Exhibits


Exhibit Number		Description of Document
10.1		Lease dated as of March 5, 1996 by and between the State of Wisconsin Investment Board and United Merchandising Corp. (1)

10.2		Lease dated as of April 14, 2004 by and between Pannatoni Development Company, LLC and Big 5 Corp. (1)

31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.

31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.

32.1		Section 1350 Certification of Chief Executive Officer.

32.2		Section 1350 Certification of Chief Financial Officer.

~~Item~~ 6.- ~~Exhibits~~27 ~~and Reports on Form 8~~-K

(a)Table Exhibitsof Contents

Exhibit
Exhibit Number		Description of Document
Number		Description of Document
(1)		Incorporated by reference to the Quarterly Report on Form 10-Q for the fiscal quarter ended June 27, 2004 filed by Big 5 Sporting Goods Corporation on August 6, 2004.
31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.
31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.
32.1		Section 1350 Certification of Chief Executive Officer.
32.2		Section 1350 Certification of Chief Financial Officer.

(b) Reports on Form 8-K

None.

- 2728 -

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BIG 5 CORP., a Delaware corporation	~~BIG 5 CORP., a Delaware corporation~~
Date: November 12, 2003		By:	/s/ Steven G. Miller
Date: August 11, 2004	By:	/s/ Steven G. Miller
		Steven G. Miller	~~Steven G. Miller~~
		President and Chief Executive Officer	~~President and Chief Executive Officer~~
Date: November 12, 2003		By:	/s/ Charles P. Kirk
			Charles P. Kirk
			Senior Vice President and
			Chief Financial Officer
			(Principal Financial and Accounting Officer)

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Date: August 11, 2004	By:	/s/ Charles P. Kirk
		Charles P. Kirk
		Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

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Filing Compare · BIG 5 CORP /CA/