BIG DOG HOLDINGS INC
10-Q, 1999-08-13
FAMILY CLOTHING STORES
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q



[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 1999

                                       or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934


                         Commission File Number: 0-22963


                             BIG DOG HOLDINGS, INC.
             (Exact name of registrant as specified in its charter)


          DELAWARE                                               52-1868665
  (State or jurisdiction of                                    (IRS employer
incorporation or organization)                             identification no.)


                                 121 GRAY AVENUE
                         SANTA BARBARA, CALIFORNIA 93101
               (Address of principal executive offices) (zip code)

                                 (805) 963-8727
              (Registrant's telephone number, including area code)


     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.

          X  Yes                                                    No

     The number of shares  outstanding  of the  registrant's  common stock,  par
value $.01 per share, at August 13, 1999 was 12,000,350 shares.


<PAGE>

                             BIG DOG HOLDINGS, INC

                               INDEX TO FORM 10-Q


                                                                           PAGE
                                                                            NO.

PART I.  FINANCIAL INFORMATION................................................3

ITEM 1:  FINANCIAL STATEMENTS

         CONSOLIDATED BALANCE SHEETS
         June 30, 1999 and December 31, 1998..................................3

         CONSOLIDATED STATEMENTS OF OPERATIONS
         Three months and six months ended June 30, 1999 and 1998.............4

         CONSOLIDATED STATEMENTS OF CASH FLOWS
         Six months ended June 30, 1999 and 1998..............................5

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS...........................6

ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS............................................7

ITEM 3:  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK..........10

PART II. OTHER INFORMATION...................................................10

ITEM 1:  LEGAL PROCEEDINGS...................................................10

ITEM 2:  CHANGES IN SECURITIES...............................................10

ITEM 3:  DEFAULTS UPON SENIOR SECURITIES.....................................10

ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.................10

ITEM 5:  OTHER INFORMATION...................................................11

ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K....................................11

SIGNATURES...................................................................11

<PAGE>

PART 1            FINANCIAL INFORMATION
ITEM 1:           FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

                      BIG DOG HOLDINGS, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS

                                                         June 30,       December 31,
                                                           1999             1998
                                                      -------------    -------------
                                                       (Unaudited)
<S>                                                   <C>              <C>
                                     ASSETS
CURRENT ASSETS:
   Cash and cash equivalents........................  $  2,622,000     $ 13,458,000
   Accounts receivable, net.........................       829,000          906,000
   Inventories......................................    25,879,000       23,345,000
   Prepaid expenses and other current assets........     1,392,000          811,000
   Deferred income taxes............................     1,788,000          872,000
                                                      ------------     ------------
     Total current assets...........................    32,510,000       39,392,000
PROPERTY AND EQUIPMENT, Net.........................    13,978,000       12,983,000
INTANGIBLE ASSETS, Net..............................        27,000           30,000
OTHER ASSETS........................................       547,000          589,000
                                                      ------------     ------------
TOTAL...............................................  $ 47,062,000     $ 52,994,000
                                                      ============     ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Accounts payable.................................  $  4,071,000     $  3,494,000
   Income taxes payable.............................       144,000        2,621,000
   Accrued expenses and other current liabilities...     2,008,000        2,928,000
                                                       -----------     ------------
     Total current liabilities......................     6,223,000        9,043,000
DEFERRED RENT.......................................       810,000          764,000
                                                       -----------     ------------
   Total liabilities................................     7,033,000        9,807,000
                                                       -----------     ------------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
   Preferred stock, $.01 par value, 3,000,000
     shares authorized, none issued and outstanding
   Common stock, $.01 par value, 30,000,000 shares
     authorized, 13,183,550 issued at June 30, 1999
     and December 31, 1998..........................       132,000          132,000
   Additional paid-in capital.......................    42,296,000       42,296,000
   Retained earnings................................     5,118,000        7,764,000
   Treasury stock, 1,183,200 and 1,083,200 shares
     at June 30, 1999 and December 31, 1998,
     respectively...................................    (7,006,000)      (6,494,000)
   Notes receivable from common stockholders........      (511,000)        (511,000)
                                                      ------------     ------------
     Total stockholders' equity.....................    40,029,000       43,187,000
                                                      ------------     ------------
TOTAL...............................................  $ 47,062,000     $ 52,994,000
                                                      ============     ============
</TABLE>


                             See accompanying notes.

<PAGE>

<TABLE>
<CAPTION>
                      BIG DOG HOLDINGS, INC. AND SUBSIDIARY
                CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

                                                       Three Months Ended                     Six Months Ended
                                                            June 30,                               June 30,
                                                 -------------------------------      -------------------------------
                                                      1999              1998               1999              1998
                                                 --------------     ------------      -------------      ------------
<S>                                               <C>               <C>               <C>                <C>

NET SALES....................................     $ 24,093,000      $ 22,389,000      $ 40,836,000       $ 36,601,000
COST OF GOODS SOLD...........................        9,533,000         8,816,000        17,389,000         15,378,000
                                                  ------------      ------------      ------------       ------------
GROSS PROFIT.................................       14,560,000        13,573,000        23,447,000         21,223,000
                                                  ------------      ------------      ------------       ------------
OPERATING EXPENSES:
   Selling, marketing and distribution.......       12,107,000        11,766,000        23,430,000         22,216,000
   General and administrative................        1,249,000         1,332,000         2,464,000          2,482,000
                                                  ------------      ------------      ------------       ------------
     Total operating expenses................       13,356,000        13,098,000        25,894,000         24,698,000
                                                  ------------      ------------      ------------       ------------
INCOME (LOSS) FROM OPERATIONS................        1,204,000           475,000        (2,447,000)        (3,475,000)
INTEREST INCOME, Net.........................              ---           (56,000)          (94,000)          (307,000)
                                                  ------------      ------------      ------------       ------------
INCOME (LOSS) BEFORE PROVISION
   (BENEFIT) FROM INCOME TAXES...............        1,204,000           531,000        (2,353,000)        (3,168,000)
PROVISION (BENEFIT) FROM INCOME TAXES........          470,000           204,000          (917,000)        (1,216,000)
                                                  ------------      ------------      ------------       ------------
NET INCOME (LOSS)............................     $    734,000      $    327,000      $ (1,436,000)      $ (1,952,000)
                                                  ============      ============      ============       ============
NET INCOME (LOSS) PER SHARE
   BASIC AND DILUTED.........................          $  0.06           $  0.03         $   (0.12)          $  (0.15)
                                                  ============      ============      ============       ============
WEIGHTED AVERAGE SHARES OUTSTANDING
   BASIC.....................................       12,029,000        12,476,000        12,064,000         12,811,000
   DILUTED ..................................       12,160,000        12,532,000        12,064,000         12,811,000
</TABLE>


                                            See accompanying notes.

<PAGE>

<TABLE>
<CAPTION>

                                         BIG DOG HOLDINGS, INC. AND SUBSIDIARY
                                   CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

                                                                                               Six Months Ended
                                                                                                   June 30,
                                                                                       --------------------------------
                                                                                           1999                 1998
                                                                                       -----------          -----------
<S>                                                                                    <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss.....................................................................       $(1,436,000)         $(1,952,000)
   Adjustments to reconcile net loss to net cash
     used in operating activities:
     Depreciation and amortization..............................................         2,053,000            1,726,000
     Provision for losses on receivables........................................            27,000               15,000
     Loss on disposition of property and equipment..............................            15,000               81,000
     Deferred income taxes......................................................          (916,000)          (1,339,000)
     Changes in operating assets and liabilities:
       Receivables..............................................................            50,000             (174,000)
       Inventories..............................................................        (2,534,000)          (9,384,000)
       Prepaid expenses and other assets........................................          (581,000)          (1,448,000)
       Accounts payable.........................................................           577,000            2,119,000
       Income taxes payable.....................................................        (2,477,000)          (1,395,000)
       Accrued expenses and other current liabilities...........................          (920,000)            (447,000)
       Deferred rent............................................................            46,000              147,000
                                                                                       -----------          -----------
         Net cash used in operating activities..................................        (6,096,000)         (12,051,000)
                                                                                       -----------          -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Capital expenditures.........................................................        (3,049,000)          (4,182,000)
   Proceeds from sale of capitalized assets.....................................               ---               13,000
   Other .......................................................................            19,000             (158,000)
                                                                                       -----------          -----------
         Net cash used in investing activities..................................        (3,030,000)          (4,327,000)
                                                                                       -----------          -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Repurchase of common stock...................................................          (512,000)          (6,113,000)
   Proceeds from exercise of warrants...........................................               ---               72,000
   Principal repayments of notes receivable.....................................            12,000               12,000
   Dividend payment.............................................................        (1,210,000)                 ---
                                                                                       -----------          -----------
         Net cash used in financing activities..................................        (1,710,000)          (6,029,000)
                                                                                       -----------          -----------
NET DECREASE IN CASH............................................................       (10,836,000)         (22,407,000)
CASH, BEGINNING OF PERIOD.......................................................        13,458,000           23,508,000
                                                                                       -----------          -----------
CASH, END OF PERIOD.............................................................       $ 2,622,000          $ 1,101,000
                                                                                       ===========          ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
   Cash paid for:
     Interest...................................................................    $       15,000         $        ---
     Income taxes...............................................................    $    2,474,000         $  1,514,000
</TABLE>

                                           See accompanying notes.


<PAGE>

                      BIG DOG HOLDINGS, INC. AND SUBSIDIARY

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


NOTE 1. Basis of Presentation

     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance with generally accepted  accounting  principles for interim financial
information and with the instructions to Form 10-Q and Rule 10-01 of Regulations
S-X.  Accordingly,  they do not include  all of the  information  and  footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements.

     In the opinion of management,  all  adjustments,  consisting only of normal
recurring  entries  necessary  for  a  fair  presentation  have  been  included.
Operating  results  for the  six  month  period  ended  June  30,  1999  are not
necessarily  indicative  of the results  that may be expected for the year ended
December 31, 1999. For further  information,  refer to the financial  statements
and  footnotes  thereto  for  Big  Dog  Holdings,  Inc.  and  its  wholly  owned
subsidiary,  Big Dog USA, Inc. (the 'Company')  included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1998.

NOTE 2. Short-term Borrowings

     The  Company has a borrowing  arrangement  with a bank  whereby the Company
may, from time to time and upon approval from the bank, borrow up to $8 million.
Such  borrowings  may be used for cash  advances  and  letters  of  credit.  The
borrowing  arrangement  provides for interest at the bank's prime rate less 3/8%
or 250 basis points over the LIBOR rate and is  collateralized  by substantially
all the assets of the Company.  As of June 30, 1999, the Company had no advances
and $1.9 million of letters of credit outstanding.  The letters of credit expire
through December 31, 1999.

NOTE 3. Stockholders' Equity

     In March  1998,  the  Company  announced  that  its  Board  authorized  the
repurchase of up to $10,000,000  of its common stock.  Between April 1, 1999 and
August 11, 1999, the Company repurchased 100,000 shares of common stock.

NOTE 4. Dividend Paid

     On March 6, 1999, the Company paid an annual  dividend to  stockholders  of
record at the close of business on February 22, 1999, in the amount of $0.10 per
share, totaling $1,210,000.

NOTE 5. Recently Issued Accounting Standards

     In June 1998, the Financial  Accounting Standards Board issued Statement of
Financial  Accounting  Standards  ("SFAS") No. 133,  "Accounting  for Derivative
Instruments and Hedging  Activities."  SFAS No. 133  establishes  accounting and
reporting  standards for derivative  instruments,  including certain  derivative
instruments   embedded  in  other   contracts   (collectively   referred  to  as
derivatives),  and for hedging activities.  It requires that an entity recognize
all  derivatives  as either assets or  liabilities in the statement of financial
position and measure  those  instruments  at fair value.  The Company will adopt
SFAS No. 133 in the year ending December 31, 2000. The Company  anticipates that
the  adoption of SFAS No. 133 will not have a material  impact on the  Company's
financial statements.


ITEM 2:

                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS


     Management's discussion and analysis should be read in conjunction with the
Company's  financial  statements  and  notes  related  thereto.   Certain  minor
differences  in the amounts  below result from  rounding of the amounts shown in
the consolidated financial statements.

RESULTS OF OPERATIONS

Three Months Ended June 30, 1999 and 1998

     NET SALES. Net sales consist of sales from the Company's  stores,  catalog,
and wholesale accounts,  all net of returns and allowances.  Net sales increased
to $24.1 million for the three months ended June 30, 1999 from $22.4 million for
the same period in 1998,  an increase of $1.7 million or 7.6%.  Of the increase,
$1.4 million was attributable to stores not yet qualifying as comparable  stores
and $0.3 million to a 1.7% comparable stores sales increase.

     GROSS PROFIT.  Gross profit increased to $14.6 million for the three months
ended June 30, 1999 from $13.6  million for the same period in 1998, an increase
of $1.0 million or 7.4%. As a percentage of net sales, gross profit decreased to
60.4% in the three  months  ended June 30, 1999 from 60.6% in the same period in
1998. This 0.2% decrease was due in part to a change in the retail sales product
mix.

     SELLING,  MARKETING  AND  DISTRIBUTION  EXPENSES.  Selling,  marketing  and
distribution expenses consist of expenses associated with creating, distributing
and selling products through all channels of distribution,  including occupancy,
payroll  and  catalog  costs.  Selling,   marketing  and  distribution  expenses
increased  to $12.1  million in the three  months ended June 30, 1999 from $11.8
million in the same period for 1998, an increase of $0.3 million,  or 2.5%. As a
percentage of net sales,  these expenses  decreased to 50.3% in the three months
ended June 30, 1999 from 52.6% in the same period in 1998.  The 2.3% decrease in
selling,  marketing  and  distribution  expenses is  primarily  attributable  to
operating  efficiencies  achieved  with  respect to the  Company's  distribution
center.

     GENERAL AND ADMINISTRATIVE  EXPENSES.  General and administrative  expenses
consist  of  administrative  salaries,   corporate  occupancy  costs  and  other
corporate  expenses.  General  and  administrative  expenses  decreased  to $1.2
million for the three  months ended June 30, 1999 from $1.3 million for the same
period in 1998,  a decrease  of $0.1  million or 7.7%.  As a  percentage  of net
sales,  these expenses decreased to 5.2% in the three months ended June 30, 1999
from 5.9% in the same  period in 1998.  The  percentage  decrease in general and
administrative  expenses  reflects certain expense  reductions and the operating
leverage of spreading these expenses over a larger revenue base.

     INTEREST  INCOME.  The Company had no interest  income in the three  months
ended June 30, 1999.  This is a decrease from $0.1 million of interest income in
the same period in 1998, principally due to lower cash balances in 1999.


Six Months Ended June 30, 1999 and 1998

     NET SALES.  Net sales  increased to $40.8  million for the six months ended
June 30, 1999 from $36.6  million for the same period in 1998, a net increase of
$4.2 million or 11.5%. Of the increase,  $3.1 million was attributable to stores
not yet  qualifying  as  comparable  stores,  $0.6 million to a 2.0%  comparable
stores  sales  increase,  and  $0.8  million  to an  increase  in the  Company's
wholesale  business,  net of a $0.3 million decrease in the Company's mail order
business.

     GROSS  PROFIT.  Gross profit  increased to $23.4 million for the six months
ended June 30, 1999 from $21.2  million for the same period in 1998, an increase
of $2.2 million or 10.4%. As a percentage of net sales,  gross profit  decreased
to 57.4% in the six months  ended June 30, 1999 from 58.0% in the same period in
1998. This 0.6% decrease was due in part to a change in the retail sales product
mix.

     SELLING,  MARKETING  AND  DISTRIBUTION  EXPENSES.  Selling,  marketing  and
distribution  expenses  increased to $23.4  million in the six months ended June
30,  1999 from $22.2  million in the same  period for 1998,  an increase of $1.2
million,  or 5.4%. As a percentage  of net sales,  these  expenses  decreased to
57.4% in the six  months  ended June 30,  1999 from 60.7% in the same  period in
1998.  The 3.3%  decrease in selling,  marketing and  distribution  expenses was
primarily  attributable to operating  efficiencies  achieved with respect to the
Company's distribution center.

     GENERAL AND ADMINISTRATIVE  EXPENSES.  General and administrative  expenses
remained  constant at $2.5  million  for the six months  ended June 30, 1999 and
1998. As a percentage of net sales,  these expenses decreased to 6.0% in the six
months ended June 30, 1999 from 6.8% in the same period in 1998.  The percentage
decrease in general and administrative  expenses reflects the operating leverage
of spreading these expenses over a larger revenue base.

     INTEREST  INCOME.  Interest  income  decreased  to $0.1  million in the six
months  ended  June 30,  1999  from  $0.3  million  in the same  period in 1998,
principally due to lower cash balances in 1999.

LIQUIDITY AND CAPITAL RESOURCES

     During the six months ended June 30, 1999,  the  Company's  primary uses of
cash were for merchandise  inventories,  income taxes,  capital expenditures and
dividends  paid to  stockholders.  The Company  satisfied its cash  requirements
primarily from cash flow from operations and excess cash.

     Cash used in operating  activities  was $6.1 million and $12.1  million for
the six months  ended June 30,  1999 and 1998,  respectively.  The $6.0  million
decrease was  primarily  due to a reduction in  inventory  purchases  during the
period.

     Cash used in investment  activities  for the six months ended June 30, 1999
and 1998 were $3.0 million and $4.3  million,  respectively.  Cash flows used in
investment  activities  in the first six months of 1999 related to the build-out
of the second floor  mezzanine at the  Company's  distribution  facility,  6 new
store  openings and capital  additions to the Company's  existing  stores.  Cash
flows used in  investment  activities  in the first six  months of 1998  related
primarily  to  build-out  and  equipment  purchases  related  to  the  Company's
distribution facility and 15 new store openings.

     Cash used in financing activities in the six months ended June 30, 1999 and
1998 were $1.7 million and $6.0 million,  respectively.  In the six months ended
June 30, 1999, the Company paid a  discretionary  dividend of $0.10 per share to
stockholders  for a total  dividend  payment of $1.2  million,  and  repurchased
100,000  shares of its common stock for a total  purchase price of $0.5 million.
In the same period of 1998, the Company repurchased 971,700 shares of its common
stock for a total purchase price of $6.1 million.

     The  Company has a borrowing  arrangement  with a bank  whereby the Company
may, from time to time and upon approval from the bank, borrow up to $8 million.
Such  borrowings  may be used for cash  advances  and  letters  of  credit.  The
borrowing  arrangement  provides for interest at the bank's prime rate less 3/8%
or 250 basis points over the LIBOR rate and is  collateralized  by substantially
all the assets of the Company.  As of June 30, 1999, the Company had no advances
and $1.9 million of letters of credit outstanding.  The letters of credit expire
through December 31, 1999.

SEASONALITY

     The  Company  believes  its  seasonality  is somewhat  different  than many
apparel retailers since a significant number of the Company's stores are located
in tourist areas and outdoor malls that have different  visitation patterns than
urban and suburban retail centers.  The third and fourth quarters (consisting of
the summer vacation,  back-to-school  and Christmas  seasons) have  historically
accounted for the largest  percentage of the Company's annual sales and profits.
The Company has historically  incurred operating losses in its first quarter and
close to break-even  results in the second quarter.  As the Company continues to
open new stores,  this seasonal  pattern in the  foreseeable  future will become
even  greater and will reflect a larger  percentage  of its sales and profits in
the third and fourth quarters.

YEAR 2000

     The Year 2000 issue is the result of computer programs being written to use
two  digits to define  year  dates.  Computer  programs  running  date-sensitive
software  may  recognize a date using "00" as the year 1900 rather than the year
2000.  This  could  result  in  systems  failure  or   miscalculations   causing
disruptions of operations.

     In March 1999,  the Company  completed the upgrading of its major  software
systems to a new release which has been  certified as Year 2000  compliant.  The
Company has  substantially  completed  the internal  testing of its  information
technology systems and will continue to monitor such systems through the fall of
1999. The Company has also addressed  internally its non-information  technology
related systems and expects no significant  operational problems relating to the
Year 2000 issues.  The costs of the Company's Year 2000  compliance  project are
not expected to be material to the Company's financial position.

     The Company has requested all  significant  third-party  vendors to certify
Year 2000  compliance.  While there can be no guaranty that such vendors will be
Year 2000 compliant,  the Company does not expect any material adverse impact on
its  business  operations  by the failure of any of its vendors to complete  any
required changes related to the Year 2000 date conversion.

STATEMENT REGARDING FORWARD LOOKING DISCLOSURE

     Certain  sections  of this  Quarterly  Report on Form 10-Q,  including  the
preceding  "Management's  Discussion  and  Analysis of Financial  Condition  and
Results of Operations,"  contain various 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,  which  represents  the
Company's  expectations  or beliefs  concerning  future  events.  These  forward
looking statements involve risk and uncertainties, and the Company cautions that
these  statements  are further  qualified by important  factors that could cause
actual  results  to  differ   materially  from  those  in  the  forward  looking
statements.  Primary  factors that could cause actual  results to differ include
those  listed in the  Company's  Form 10-K for the year ended  December 31, 1998
filed with the Securities and Exchange Commission.

ITEM 3:  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
         Not applicable


PART II. OTHER INFORMATION

ITEM 1:  LEGAL PROCEEDINGS
         Not applicable

ITEM 2:  CHANGES IN SECURITIES
         Not applicable

ITEM 3:  DEFAULTS UPON SENIOR SECURITIES
         Not applicable

ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Registrant's Annual Meeting of Stockholders was held on May 20, 1999.

     Proxies for the Annual  Meeting were  solicited  pursuant to  Regulation 14
under the Securities Exchange Act of 1934, as amended. There was no solicitation
in opposition to management's  nominees as listed in the Proxy  Statement.  Such
nominees were elected.

     The matters voted upon at the Annual  Meeting and the results  thereof were
as follows:

     1. To elect Class II Directors,  each to hold office for a three-year  term
and until each of their successors are elected and qualified.
<TABLE>
<CAPTION>

                                           FOR             WITHHELD
<S>                                     <C>                    <C>
                  Robert H. Schnell     10,060,503             0
                  David J. Walsh        10,060,503             0
</TABLE>

     2. To ratify the election of Deloitte & Touche LLP as independent certified
public accountants for the year ending December 31, 1999.
<TABLE>
<CAPTION>

                            FOR          AGAINST           ABSTAINED
<S>                      <C>               <C>                <C>
                         10,060,503        100                475
</TABLE>


ITEM 5:  OTHER INFORMATION
         Not available

ITEM 6:  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits

                  Exhibit No               Document Description

                      27.1                 Financial Data Schedule

         (b)      Reports on Form 8-K
                  Not applicable

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 DOG HOLDINGS, INC.



August 13, 1999                     /s/ ANDREW D. FESHBACH
                                    Andrew D. Feshbach
                                    President and Chief Executive Officer
                                    (Principal Executive Officer)



August 13, 1999                     /s/ ROBERTA J. MORRIS
                                    Roberta J. Morris
                                    Chief Financial Officer and Treasurer
                                    (Principal Financial Officer)




<TABLE> <S> <C>

<ARTICLE>                                           5
<LEGEND>
     THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BIG DOG
HOLDINGS,  INC.'S FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q.
</LEGEND>
<MULTIPLIER>                                        1000

<S>                                                        <C>
<PERIOD-TYPE>                                                 6-MOS
<FISCAL-YEAR-END>                                       DEC-31-1999
<PERIOD-START>                                          JAN-01-1999
<PERIOD-END>                                            JUN-30-1999
<CASH>                                                         2622
<SECURITIES>                                                      0
<RECEIVABLES>                                                   925
<ALLOWANCES>                                                    (96)
<INVENTORY>                                                   25879
<CURRENT-ASSETS>                                              32510
<PP&E>                                                        24741
<DEPRECIATION>                                               (10763)
<TOTAL-ASSETS>                                                47062
<CURRENT-LIABILITIES>                                          6223
<BONDS>                                                           0
                                             0
                                                       0
<COMMON>                                                        132
<OTHER-SE>                                                    39897
<TOTAL-LIABILITY-AND-EQUITY>                                  47062
<SALES>                                                       40836
<TOTAL-REVENUES>                                              40836
<CGS>                                                         17389
<TOTAL-COSTS>                                                 25894
<OTHER-EXPENSES>                                                  0
<LOSS-PROVISION>                                                  0
<INTEREST-EXPENSE>                                              (94)
<INCOME-PRETAX>                                               (2353)
<INCOME-TAX>                                                   (917)
<INCOME-CONTINUING>                                           (1436)
<DISCONTINUED>                                                    0
<EXTRAORDINARY>                                                   0
<CHANGES>                                                         0
<NET-INCOME>                                                  (1436)
<EPS-BASIC>                                                 (0.12)
<EPS-DILUTED>                                                 (0.12)


</TABLE>


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