-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hq4t9DKNaeMfiOsBcNhOdediU+gJQmDUJtX1Hvwbc4qJ8vNEFor1nEvYIa+YDq7n dU3BJZ0u7mzi0o14szMX2g== 0001019439-05-000033.txt : 20051107 0001019439-05-000033.hdr.sgml : 20051107 20051104194604 ACCESSION NUMBER: 0001019439-05-000033 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050930 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20051107 DATE AS OF CHANGE: 20051104 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIG DOG HOLDINGS INC CENTRAL INDEX KEY: 0001019439 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 521868665 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-22963 FILM NUMBER: 051181809 BUSINESS ADDRESS: STREET 1: 121 GRAY AVENUE STREET 2: SUITE 300 CITY: SANTA BARBARA STATE: CA ZIP: 93101 BUSINESS PHONE: 8059638727 MAIL ADDRESS: STREET 1: 121 GRAY AVENUE STREET 2: SUITE 300 CITY: SANTA BARBARA STATE: CA ZIP: 93101 8-K 1 form8knov2005.txt FORM 8K NOV 2005 Table of Contents - ----------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 2, 2005 BIG DOG HOLDINGS, INC. (Exact name of registrant as specified in its charter) Delaware 0-22963 52-1868665 --------------- ---------------- ------------------ (State or other (Commission File (I.R.S. Employer jurisdiction Number) Identification No.) of incorporation) 121 Gray Avenue, Santa Barbara, CA 93101 ---------------------------------- ----------- (Address of Principal Executive (Zip Code) Offices) (805) 963-8727 ----------------------------------------------------] (Registrant's telephone number, including area code) (Former name or former address, if changed, since last report) TABLE OF CONTENTS ----------------- Item 2.02 Results of Operations and Financial Condition ------------------------------------------------------- Item 7.01 Regulation FD Disclosure ---------------------------------- SIGNATURES - ---------- EXHIBIT INDEX - ------------- EXHIBIT 99.1 - ------------ Table of Contents - ----------------- Item 2.02. Results of Operations and Financial Condition The information in this Current Report is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended. On November 2, 2005, Big Dog Holdings, Inc. issued a press release announcing its financial results for the period ended September 30, 2005. A copy of the press release is attached as Exhibit 99.1. Item 7.01. Regulation FD Disclosure (c) Exhibits Exhibit 99.1 -- Press Release of Big Dog Holdings, Inc., dated November 2, 2005. Table of Contents - ----------------- 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 hereunto duly authorized. BIG DOG HOLDINGS, INC. Dated: November 4, 2005 By: /s/ Roberta Morris ------------------ Roberta Morris Chief Financial Officer Table of Contents - ----------------- EXHIBIT INDEX Exhibit Number Description - ------ ------------------------------------------------------------------- 99.1 Press Release of Big Dog Holdings, Inc., dated November 2, 2005 EX-99 2 ex99-1nov2005.txt EX 99.1 For Further Information: EXHIBIT 99.1 Big Dog Holdings, Inc. 121 Gray Avenue Santa Barbara, California 93101 www.bigdogs.com - --------------- www.walkingco.com - ----------------- CONTACT: Laura Russell Investor Information (805) 963-8727, ext. 1360 laurar@bigdogs.com - ------------------ For Immediate Release: November 2, 2005 Big Dog Holdings, Inc. Announces Third Quarter 2005 Financial Results Santa Barbara, California - November 2, 2005... Big Dog Holdings, Inc. (NASDAQ: BDOG; www.bigdogs.com; www.thewalkingcompany.com), a devloper and retailer of branded, lifestyle consumer products, today reported the financial results for the third quarter ended September 30, 2005. For the quarter ended September 30, 2005, consolidated net sales were $44,909,000 as compared with $42,695,000 in the third quarter 2004. Our consolidated net sales increased 5.2%, primarily due to comparative stores sales increase of 4.1% (comparative store sales decline of 1.6% for Big Dogs and comparative store sales increase of 13.1% for TWC), and the net increase in the number of stores opened for the quarter. The Company had a total of 263 stores opened (176 Big Dog stores and 87 TWC stores) at the end of the period, as compared 261 stores last year (188 Big Dogs stores and 73 TWC stores as of September 30, 2004.) Consolidated gross profit increased to $25,286,000 in the third quarter 2005 as compared with $23,433,000 in the third quarter 2004. The overall increase in consolidated gross profit is the result of increased sales for TWC, as well as increased margin contributions from both Big Dogs and TWC. Big Dogs' gross margin for the period increased to 60.4%, as compared to last year's margin of 58.0%, and the gross margin for the TWC chain increased to 50.9% compared to 49.7% last year. Consolidated operating expenses in the third quarter 2005 were $22,262,000, or 49.6% of consolidated net sales, compared to $21,174,000 or 49.6% in 2004. Consolidated net income increased to $1,770,000 in 2005 as compared to $1,284,000 for the third quarter 2004. Fully diluted net income per share increased to $.18 per share as compared with $.13 per share last year. Included in the third quarter, effective August 31, 2005, is the purchase by The Walking Company of Footworks, a seven-store comfort shoe chain that primarily operates in the Las Vegas market. The Company purchased its assets for approximately $10.1 million. Andrew Feshbach, Chief Executive Officer, stated, "Given the unusual number of hurricanes this quarter, we are very pleased with the results of our 3rd quarter business for both chains. Currently, we are focused on our 4th quarter business and integrating our Footworks acquisition into the Walking Company. Sales in the 4th quarter are trending as experienced earlier this year and we look forward to a good holiday selling season." Big Dog Holdings, Inc. consists of Big Dogs and The Walking Company. Big Dogs develops, markets and retails a branded, lifestyle collection of unique, high-quality, popular-priced consumer products, including activewear, casual sportswear, accessories and gifts. The BIG DOGS(R) brand image is one of quality, value and fun. The BIG DOGS(R) brand is designed to appeal to people of all ages and demographics, particularly baby boomers and their kids, big and tall customers, and pet owners. In addition to its 176 retail stores, Big Dogs markets its products through its catalog, internet and corporate sales accounts. The Walking Company is a leading independent specialty retailer of high quality, technically designed comfort shoes and accessories that features premium brands such as ECCO, Mephisto, Dansko, Birkenstock and Merrell among many others. These products have particular appeal to one of the largest and most rapidly growing demographics in the nation. The Walking Company operates 88 stores in premium malls across the nation. Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995- With the exception of historical information, the matters discussed in this press release are forward looking statements that involve a number of risks and uncertainties. The actual future sales and other results of the Company could differ significantly from those statements. Further information on the Company's risk factors is contained in the Company's quarterly and annual reports as filed with the Securities and Exchange Commission. BIG DOG HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS (Unaudited) September 30, ---------------------------------------------------------- 2005 2004 ----------------------------- ------------------------- ASSETS CURRENT ASSETS: Cash and cash equivalents $ 390,000 $ 2,330,000 Receivables, net 529,000 403,000 Inventories 58,573,000 51,791,000 Prepaid expenses and other current assets 1,478,000 1,214,000 Deferred income taxes 1,923,000 1,287,000 --------------------------- ------------------------- Total current assets 62,893,000 57,025,000 PROPERTY AND EQUIPMENT, Net 10,756,000 10,520,000 INTANGIBLE ASSETS, Net 7,811,000 172,000 DEFERRED INCOME TAXES 1,613,000 1,292,000 OTHER ASSETS 360,000 420,000 --------------------------- ------------------------- TOTAL $ 83,433,000 $ 69,429,000 =========================== ========================= LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Short-term borrowings $ 12,191,000 $ 15,628,000 Current portion of long-term debt 1,616,000 272,000 Accounts payable 14,577,000 7,720,000 Income taxes payable 1,006,000 452,000 Accrued expenses and other current liabilities 4,533,000 4,963,000 ----------------------------- ------------------------- Total current liabilities 33,923,000 29,035,000 NOTE PAYABLE 4,736,000 530,000 CAPITAL LEASE OBLIGATIONS 83,000 298,000 DEFERRED RENT AND LEASE INCENTIVES 1,376,000 953,000 DEFERRED GAIN ON SALE-LEASEBACK 208,000 261,000 ----------------------------- ------------------------- Total liabilities 40,326,000 31,077,000 STOCKHOLDERS' EQUITY 43,107,000 38,352,000 ----------------------------- ------------------------- TOTAL $ 83,433,000 $ 69,429,000 ============================= =========================
BIG DOG HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, ------------------------------------------- ------------------------------------------ 2005 2004 2005 2004 -------------------- ------------------- ------------------- ------------------- NET SALES $ 44,909,000 $ 42,695,000 $ 119,695,000 $ 105,619,000 COST OF GOODS SOLD 19,623,000 19,262,000 53,502,000 47,934,000 -------------------- ------------------- ------------------- ------------------- GROSS PROFIT 25,286,000 23,433,000 66,193,000 57,685,000 -------------------- ------------------- ------------------- ------------------- OPERATING EXPENSES: Selling, marketing and distribution 20,055,000 19,363,000 57,649,000 52,371,000 General and administrative 2,207,000 1,811,000 6,236,000 5,544,000 -------------------- ------------------- ------------------- ------------------- Total operating expenses 22,262,000 21,174,000 63,885,000 57,915,000 -------------------- ------------------- ------------------- ------------------- INCOME (LOSS) FROM OPERATIONS 3,024,000 2,259,000 2,308,000 (230,000) OTHER INCOME - - - 82,000 INTEREST INCOME 1,000 5,000 42,000 25,000 INTEREST EXPENSE (170,000) (192,000) (618,000) (619,000) -------------------- ------------------- ------------------- ------------------- INCOME (LOSS) BEFORE PROVISION 2,855,000 2,072,000 1,732,000 (742,000) PROVISION (BENEFIT) FOR INCOME TAXES 1,085,000 788,000 658,000 (281,000) -------------------- ------------------- ------------------- ------------------- NET INCOME (LOSS) $ 1,770,000 $ 1,284,000 $ 1,074,000 $ (461,000) ==================== =================== =================== =================== NET INCOME (LOSS) PER SHARE BASIC $ 0.19 $ 0.14 $ 0.12 $ (0.05) ==================== =================== =================== =================== DILUTED $ 0.18 $ 0.13 $ 0.11 $ (0.05) ==================== =================== =================== =================== WEIGHTED AVERAGE SHARES OUTSTANDING: BASIC 9,141,000 9,189,000 9,169,000 8,568,000 ==================== =================== =================== =================== DILUTED 9,680,000 9,633,000 9,736,000 8,568,000 ==================== =================== =================== ===================
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