UNITED STATES
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): | March 27, 2012 |
Dover Saddlery, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| Delaware | 000-51624 | 04-3438294 |
|
_____________________
(State or other jurisdiction |
_____________
(Commission |
______________
(I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 525 Great Road, P.O. Box 1100, Littleton, Massachusetts | 01460 | |
|
_________________________________
(Address of principal executive offices) |
___________
(Zip Code) |
| Registrant’s telephone number, including area code: | 978-952-8062 |
Not Applicable
______________________________________________
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02 Results of Operations and Financial Condition.
On March 27, 2012, Dover Saddlery, Inc. (the "registrant") issued a press release reporting on its results of operations for the fourth quarter and year ended December 31, 2011. A copy of that press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The press release includes references to Adjusted EBITDA, a non-GAAP financial measure that management uses in its analysis of the registrant’s performance and ongoing operations. A reconciliation to the most directly comparable GAAP measure is included in the financial statements portion of the press release. The registrant presents Adjusted EBITDA because registrant considers it an important measure of its performance, and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in registrant's industry.
Item 7.01 Regulation FD Disclosure.
On March 27, 2012, Dover Saddlery, Inc. (the "registrant") issued a press release reporting on its results of operations for the fourth quarter and year ended December 31, 2011. A copy of that press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.
The press release includes references to Adjusted EBITDA, a non-GAAP financial measure that management uses in its analysis of the registrant’s performance and ongoing operations. A reconciliation to the most directly comparable GAAP measure is included in the financial statements portion of the press release. The registrant presents Adjusted EBITDA because registrant considers it an important measure of its performance, and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of companies in registrant's industry.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 March 27, 2012 Press Release
The information and exhibits submitted in this Report are and shall be deemed to furnished to the Securities and Exchange Commission, and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.
The press release attached as Exhbit 99.1 to this Report includes "forward-looking statements" within the meaning of section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including without limitation statements made about the Company’s business outlook for fiscal 2012, the prospects for overall revenue growth, gross margins and profitability, and high fulfillment rates and the opening of new stores. Although the registrant believes that the expectations reflected in such forward-looking statements are reasonable at this time, it can give no assurance that such expectations will prove to have been correct. Actual results could differ materially based upon a number of factors including those identified in the press release.
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.
| Dover Saddlery, Inc. | ||||
| March 27, 2012 | By: |
/s/ David R. Pearce
|
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|
|
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| Name: David R. Pearce | ||||
| Title: Chief Financial Officer | ||||
Exhibit Index
Exhibit No.
Description
March 27, 2012 Press Release
Janet Nittmann
jnittmann@doversaddlery.com
978 952 8062 x 218
Dover Saddlery Announces Financial Results for Fourth Quarter and Full Year 2011
LITTLETON, MA—(MARKET WIRE)—Mar 27, 2012 — Dover Saddlery, Inc. (NasdaqCM: DOVR - News ), the leading multi-channel retailer of equestrian products, today announced financial results for the fourth quarter and fiscal year ended December 31, 2011.
Fourth quarter results
Total revenues for the fourth quarter of 2011 increased 1.3% to $23.8 million compared to $23.5 million achieved in the fourth quarter of 2010. Retail store revenues rose 18.5% to $9.0 million, driven by two additional stores and a same-store sales increase of 5.9%. Due primarily to warm weather and lower sales in the direct channel, net income for the fourth quarter of 2011 decreased to $641,000 or $0.12 per diluted share, compared to a net income of $1,048,000 or $0.19 per diluted share achieved in the fourth quarter of 2010.
Full Year Results
Total revenues for fiscal year 2011 increased 3.4% to $80.8 million from $78.2 million achieved in 2010. Retail store channel revenues increased 17.1% to $30.5 million; same-store sales increased 10.8% while sales in the direct channel decreased 3.5% to $50.3 million.
Net income for fiscal 2011 decreased to $1.7 million, or $0.31 per diluted share, from $2.0 million or $0.38 per diluted share achieved for fiscal year 2010.
“As you can see from our financial results, 2011 has been our strongest year to date for performance in the retail store channel,” commented Stephen L. Day, president and CEO of Dover Saddlery. “This is due to our ability to accurately locate our stores in areas of high demand and then fulfill our customers’ needs with an outstanding selection of in-stock items matched with the highest standard of customer service. We were able to maintain steady gross profit of approximately 38% over the course of the year, in a very competitive environment. Net income was lower due to retail store pre-opening expenses and some softness in the fourth quarter.”
Adjusted EBITDA for fiscal year 2011 decreased 7.1% to $4.8 million from $5.1 million achieved in 2010. A reconciliation of the net income calculated in accordance with GAAP and the non-GAAP Adjusted EBITDA measure is provided in the table accompanying this press release.
Continuing to build on the strong retail performance, Dover Saddlery plans to open four to six retail stores in 2012, the first one being in Warrington, Pennsylvania slated to open in late spring.
1
T
oday’s Teleconference and Webcast
Dover Saddlery will be hosting a conference call at 4:30 P.M. ET today to discuss the fourth
quarter and full year 2011 results. Investors are invited to listen to the earnings conference call
over the Internet through the company’s website at
http://investor.shareholder.com/DOVR/
.
This webcast will be archived for a year.
Forward-Looking Statements
This press release includes “forward-looking statements” within the meaning of section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including without limitation statements made about the Company’s business outlook for fiscal 2012, the prospects for overall revenue growth, gross margins and profitability, and high fulfillment rates and the opening of new stores. All statements other than statements of historical fact included in this press release regarding the company’s strategies, plans, objectives, expectations, and future operating results are forward-looking statements. Although Dover believes that the expectations reflected in such forward-looking statements are reasonable at this time, it can give no assurance that such expectations will prove to have been correct. These forward-looking statements involve significant risks and uncertainties, including those discussed in this release and others that can be found in “Item 1A Risk Factors” of Dover Saddlery’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010. Dover Saddlery is providing this information as of this date and does not undertake any obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise. No forward-looking statement can be guaranteed and actual results may differ materially from those Dover Saddlery projects.
2
DOVER SADDLERY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(In thousands, except share and per share data)
(Unaudited)
Three Months Ended
Twelve Months Ended
Dec. 31,
Dec. 31,
Dec. 31,
Dec. 31,
2011
2010
2011
2010
$
14,773
$
15,884
$
50,334
$
52,140
9,020
7,611
30,497
26,050
$
23,793
$
23,495
$
80,831
$
78,190
14,295
14,183
49,836
48,491
9,498
9,312
30,995
29,699
8,212
7,208
27,219
25,493
1,286
2,104
3,776
4,216
127
266
728
1,030
22
69
18
(314
)
1,137
1,769
3,030
3,500
496
721
1,306
1,455
$
641
$
1,048
$
1,724
$
2,045
$
0.12
$
0.20
$
0.33
$
0.39
$
0.12
$
0.19
$
0.31
$
0.38
5,307,000
5,277,000
5,293,000
5,272,000
5,461,000
5,403,000
5,482,000
5,399,000
15
13
15
13
700
35
1,384
306
39.9
%
39.7
%
38.3
%
38.0
%
(1) Includes fourteen Dover-branded stores and one Smith Brothers store; two additional
Dover-branded stores opened in 2011, Parker, CO in Q2 and Libertyville, IL in Q4.
DOVER SADDLERY, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands, unaudited)
Three Months Ended
Twelve Months Ended
Dec. 31,
Dec. 31,
Dec. 31,
Dec. 31,
2011
2010
2011
2010
$
641
$
1,048
$
1,724
$
2,045
interest rate swap
contract, net of tax
2
—
190
—
$
639
$
1,048
$
1,534
$
2,045
3
DOVER SADDLERY, INC. AND SUBSIDIARIES
Non-GAAP Financial Measures and Information
From time to time, in addition to financial results determined in accordance with generally
accepted accounting principles in the United States (“GAAP”), the Company provides financial
information determined by methods other than in accordance with GAAP. The Company’s management uses
these non-GAAP measures in its analysis of the Company’s performance and ongoing operations. The
Company believes that these non-GAAP operating measures supplement our GAAP financial information
and provide useful information to investors for evaluating the Company’s operating results and
trends that may be affecting the Company’s business, as they allow investors to more readily
compare our operations to prior financial results and our future performance. These disclosures
should not be viewed as a substitute for operating results determined in accordance with GAAP, nor
are they necessarily comparable to non-GAAP performance measures that may be presented by other
companies.
When we use the term “Adjusted EBITDA”, we are referring to net income minus interest income,
investment income and other income plus interest expense, income taxes, non-cash stock-based
compensation, depreciation, amortization and other investment loss. We present Adjusted EBITDA
because we consider it an important measure of our performance, and the Company ties its executive
and employee bonus pools directly to this measure. We also believe it is frequently used by
securities analysts, investors and other interested parties in the evaluation of companies in our
industry.
4
CONSOLIDATED BALANCE SHEETS
(In thousands, unaudited)
The following table reconciles net income to Adjusted EBITDA (in thousands):
Three Months Ended
Twelve Months Ended
Dec. 31,
Dec. 31,
Dec. 31,
Dec. 31,
2011
2010
2011
2010
$
641
$
1,048
$
1,724
$
2,045
193
185
747
731
—
2
5
6
56
54
242
190
127
266
728
1,030
22
69
18
(314
)
496
721
1,306
1,455
$
1,535
$
2,345
$
4,770
$
5,143