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 September 30, 2000
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 November 6, 2000 was 8,483,284 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
September 30, 2000 and December 31, 1999........................3
CONSOLIDATED STATEMENTS OF OPERATIONS
Three months and nine months ended September 30, 2000 and 1999..4
CONSOLIDATED STATEMENTS OF CASH FLOWS
Nine months ended September 30, 2000 and 1999...................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..........................................11
ITEM 3: DEFAULTS UPON SENIOR SECURITIES................................11
ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............11
ITEM 5: OTHER INFORMATION..............................................11
ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K...............................11
SIGNATURES ...............................................................12
<PAGE>
PART 1. FINANCIAL INFORMATION
ITEM 1: FINANCIAL STATEMENTS
<TABLE>
BIG DOG HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
September 30, December 31,
2000 1999
------------------ -------------------
(Unaudited)
ASSETS
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents........................................ $ 989,000 $17,925,000
Accounts receivable, net......................................... 555,000 968,000
Inventories...................................................... 36,989,000 19,950,000
Prepaid expenses and other current assets........................ 1,158,000 1,107,000
Deferred income taxes............................................ 1,552,000 875,000
------------------ -------------------
Total current assets........................................... 41,243,000 40,825,000
PROPERTY AND EQUIPMENT, Net......................................... 10,028,000 12,037,000
INTANGIBLE ASSETS, Net.............................................. 143,000 117,000
OTHER ASSETS........................................................ 3,603,000 3,434,000
------------------ -------------------
TOTAL............................................................... $55,017,000 $56,413,000
================== ===================
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term borrowings............................................ $19,875,000 $ ---
Accounts payable................................................. 5,356,000 3,411,000
Income taxes payable.............................................. 1,475,000 1,768,000
Accrued expenses and other current liabilities................... 1,932,000 3,184,000
------------------ -------------------
Total current liabilities...................................... 28,638,000 8,363,000
DEFERRED RENT....................................................... 853,000 878,000
DEFERRED GAIN ON SALE-LEASEBACK..................................... 472,000 512,000
------------------ -------------------
Total liabilities................................................ 29,963,000 9,753,000
------------------ -------------------
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 September 30, 2000 and
December 31, 1999............................................. 132,000 132,000
Additional paid-in capital....................................... 42,441,000 42,417,000
Retained earnings................................................ 11,536,000 11,750,000
Treasury stock, 4,700,266 and 1,183,200 shares at
September 30, 2000 and December 31, 1999...................... (29,055,000) (7,006,000)
Notes receivable from common stockholders........................ --- (633,000)
------------------ -------------------
Total stockholders' equity..................................... 25,054,000 46,660,000
------------------ -------------------
TOTAL............................................................... $55,017,000 $56,413,000
================== ===================
</TABLE>
See accompanying notes.
<PAGE>
BIG DOG HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
<TABLE>
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------------------------- ------------------------------------
2000 1999 2000 1999
------------------ ---------------- --------------- -----------------
<S> <C> <C> <C> <C>
NET SALES $ 31,505,000 $ 29,596,000 $ 74,296,000 $ 70,432,000
COST OF GOODS SOLD 12,974,000 11,442,000 31,086,000 28,831,000
------------------ ---------------- --------------- -----------------
GROSS PROFIT 18,531,000 18,154,000 43,210,000 41,601,000
------------------ ---------------- --------------- -----------------
OPERATING EXPENSES:
Selling, marketing and distribution 13,350,000 12,240,000 37,673,000 35,670,000
General and administrative 1,252,000 1,242,000 3,923,000 3,706,000
----------------- ---------------- --------------- -----------------
Total operating expenses 14,602,000 13,482,000 41,596,000 39,376,000
------------------ ---------------- --------------- -----------------
INCOME FROM OPERATIONS 3,929,000 4,672,000 1,614,000 2,225,000
INTEREST EXPENSE (INCOME), NET 144,000 (76,000) (71,000) (170,000)
------------------ ---------------- ------------------- -------------
INCOME BEFORE PROVISION
FOR INCOME TAXES 3,785,000 4,748,000 1,685,000 2,395,000
PROVISION FOR INCOME
TAXES 1,506,000 1,861,000 698,000 944,000
------------------ ---------------- ------------------- -------------
NET INCOME $ 2,279,000 $ 2,887,000 $ 987,000 $ 1,451,000
================== ================ =================== =============
NET INCOME PER SHARE
BASIC $ 0.21 $ 0.24 $ 0.09 $ 0.12
DILUTED 0.21 0.24 0.08 0.12
================== ================ =================== =============
WEIGHTED AVERAGE SHARES
OUTSTANDING:
BASIC 10,801,000 12,002,000 11,587,000 12,043,000
DILUTED 10,915,000 12,150,000 11,697,000 12,180,000
See accompanying notes.
<PAGE>
</TABLE>
<TABLE>
BIG DOG HOLDINGS, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Nine Months Ended
September 30,
-------------------------------------------
2000 1999
------------------- ------------------
CASH FLOWS FROM OPERATING ACTIVITIES:
<S> <C> <C>
Net income....................................................... $ 987,000 $ 1,451,000
Adjustments to reconcile net income to net cash
used in operating activities:
Depreciation and amortization................................... 3,330,000 3,098,000
Provision for losses on receivables............................. 27,000 35,000
Loss on disposition of property and equipment................... (34,000) (504,000)
Deferred income taxes........................................... (677,000) (272,000)
Changes in operating assets and liabilities:
Receivables......................................... 386,000 189,000
Inventories......................................... (17,039,000) (5,515,000)
Prepaid expenses and other assets................... (51,000) (1,051,000)
Accounts payable.................................... 1,945,000 1,777,000
Income taxes payable................................ (293,000) (1,481,000)
Accrued expenses and other current liabilities...... (1,252,000) (609,000)
Deferred rent....................................... (25,000) 48,000
Deferred gain on sale-leaseback..................... (40,000) 525,000
------------------- ------------------
Net cash used in operating activities......... (12,736,000) (2,309,000)
------------------- ------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures............................................. (1,353,000) (3,878,000)
Investments...................................................... --- (126,000)
Proceeds from sale of capitalized assets......................... 90,000 2,134,000
Principal repayments of notes receivable......................... 573,000 12,000
Other............................................................ (161,000) 4,000
------------------- ------------------
Net cash used in investing activities (851,000) (1,854,000)
------------------- ------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Repurchase of common stock...................................... (22,049,000) (512,000)
Proceeds from issuance of warrants.............................. --- 120,000
Proceeds from exercise of stock options......................... 25,000 ---
Dividend payment................................................ (1,200,000) (1,210,000)
Short-term borrowings, net...................................... 19,875,000 ---
------------------- ------------------
Net cash used in financing activities........ (3,349,000) (1,602,000)
------------------- ------------------
NET DECREASE IN CASH................................................. (16,936,000) (5,765,000)
CASH, BEGINNING OF PERIOD............................................ 17,925,000 13,458,000
------------------- ------------------
CASH, END OF PERIOD.................................................. $ 989,000 $ 7,693,000
=================== ==================
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for:
Interest....................................................... $ 26,000 $ 15,000
Income taxes................................................... $ 1,667,000 $ 2,696,000
</TABLE>
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
In April 2000, the Company purchased $420,000 of PetSmart.com Series D
preferred stock from certain officers and other individuals of the Company
in exchange for cash and the related notes.
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 nine-month period ended September 30, 2000 are not
necessarily indicative of the results that may be expected for the year ended
December 31, 2000. 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, 1999.
NOTE 2. Short-term Borrowings
The Company had a borrowing arrangement with a bank whereby the Company
could, from time to time and upon approval from the bank, borrow up to $8
million. Such borrowings could be used for cash advances and letters of credit.
The borrowing arrangement provided for interest at the bank's prime rate less
3/8% or 250 basis points over the LIBOR rate and was collateralized by
substantially all the assets of the Company. This borrowing arrangement
terminated upon commencement of the $30 million revolving credit facility
discussed below. The letters of credit opened under this arrangement will
continue through their respective expiration dates, the latest of which expires
December 31, 2000. As of September 30, 2000, the Company had no advances and
$250,000 of letters of credit outstanding.
In conjunction with the Company's tender offer to purchase up to 3.5
million shares of the Company's common stock (see note 4), the Company entered
into a new $30 million three-year reducing revolving credit facility on July 28,
2000. The facility is secured by substantially all assets of the Company and
requires the compliance of various financial, affirmative and negative
covenants. The agreement provides for a performance-pricing structured interest
charge, ranging from LIBOR plus 1.75% to 2.75%, based on the results of certain
financial ratios. As of September 30, 2000 the Company had $19,875,000
outstanding on this line of credit.
NOTE 3. Dividend Paid
On March 27, 2000, the Company paid a dividend to stockholders of
record at the close of business on March 11, 2000, in the amount of $0.10 per
share, totaling $1,200,000.
NOTE 4. Stockholder's Equity
In March 1998, the Company announced that its Board authorized the
repurchase of up to $10,000,000 of its common stock. Between January 1, 2000 and
July 31, 2000, the Company repurchased 19,000 shares of common stock.
On July 31, 2000, the Company announced that its Board of Directors
authorized the Company to purchase by tender offer up to 3.5 million shares of
the Company's common stock at $6.25 per share, which represented approximately
29% of the outstanding shares. The offer commenced on August 2, 2000 and expired
on August 30, 2000. The offer was fully subscribed and the Company funded the
tender offer in the amount of $21,875,000 on September 1, 2000 from available
cash and a borrowing under a new $30 million revolving credit facility (see note
2).
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 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.
CHANGE IN FINANCIAL CONDITION
The Company's balance sheet as of September 30, 2000 shows the effect
of the Company's repurchase of 3.5 million shares at a price of $6.25 per share
in a self tender offer. The tender offer was financed with a bank loan of
$19,875,000. As a result, stockholders' equity decreased to $25,054,000 as of
September 30, 2000 from $46,660,000 as of December 31, 1999 and current
liabilities increased to $28,638,000 as of September 30, 2000, compared to
$8,363,000 at December 31, 1999. Inventories increased to $36,989,000 at
September 30, 2000 from $19,950,000 at December 31, 1999. This increase was
largely attributable to a timing difference in the reporting periods as well as
increased inventory levels and purchasing for new stores.
RESULTS OF OPERATIONS
Three Months Ended September 30, 2000 and 1999
NET SALES. Net sales consist of sales from the Company's stores,
catalog, internet website, and wholesale accounts, all net of returns and
allowances. Net sales increased to $31.5 million for the three months ended
September 30, 2000 from $29.6 million for the same period in 1999, an increase
of $1.9 million or 6.4%. Of the increase, $0.9 million was attributable to a
3.3% comparable stores sales increase and $1.8 million from the addition of 14
new stores not yet qualifying as comparable stores, net of a $0.8 million
decrease in wholesale, mail order, and other sales.
GROSS PROFIT. Gross profit increased to $18.5 million for the three
months ended September 30, 2000 from $18.2 million for the same period in 1999,
an increase of $0.3 million or 1.6%. As a percentage of net sales, gross profit
decreased to 58.8% in the three months ended September 30, 2000 from 61.3% in
the same period in 1999. This 2.5% decrease was due in part to an increase in
product overhead costs of approximately 0.8%, non-recurring license and
wholesale revenue of 0.9%, as well as a change in the sales product mix and
promotion strategy of approximately 0.8%.
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 $13.4 million in the three months ended September 30, 2000 from
$12.2 million in the same period for 1999, an increase of $1.2 million, or 9.8%.
As a percentage of net sales, these expenses increased to 42.4% in the three
months ended September 30, 2000 from 41.4% in the same period in 1999, an
increase of 1.0%. During the three months ended September 30, 2000, the Company
had an average of 198 stores in operation, compared to an average of 184 stores
in the same period 1999. The increase in selling, marketing and distribution
expenses is primarily attributable to approximately $0.9 million in additional
store operating costs associated with new stores opened and store closure
expenses, and higher labor costs of approximately $0.5 million. This is offset
by a $0.2 million decrease in catalog costs due to a reduction in the catalog
circulation plan in the third quarter 2000 compared to the same period in 1999.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses consist of administrative salaries, corporate occupancy costs and other
corporate expenses. General and administrative expenses increased to $1.3
million for the three months ended September 30, 2000 from $1.2 million for the
same period 1999, an increase of $0.1 million, or 8.3%. As a percentage of net
sales, these expenses decreased to 4.0% in the three months ended September 30,
2000 from 4.2% in the same period in 1999. The percentage decrease in general
and administrative expenses is attributable of spreading these expenses over a
larger revenue base.
INTEREST EXPENSE. Interest expense increased to $144,000 in the three
months ended September 30, 2000 from $76,000 interest income in the same period
in 1999, primarily due to interest on the $19,875,000 outstanding loan used to
finance the self tender offer.
NET INCOME. Net income decreased to $2,279,000 in the three months
ended September 30, 2000, or $.21 per share from $2,887,000, or $.24 per share
in the same period in 1999.
Nine Months Ended September 30, 2000 and 1999
NET SALES. Net sales increased to $74.3 million for the nine months
ended September 30, 2000 from $70.4 million for the same period in 1999, an
increase of $3.9 million or 5.5%. Of the increase, $4.6 million was attributable
to stores not yet qualifying as comparable stores, and $0.9 million was
attributable to a comparable store sales increase of 1.4%, net of a $1.1 million
decrease in the Company's wholesale and other business and a $0.5 million
decrease in mail order sales. During the nine months ended September 30, 2000,
the Company had an average of 194 stores in operation, compared to an average of
183 stores open in the same period 1999.
GROSS PROFIT. Gross profit increased to $43.2 million for the nine
months ended September 30, 2000 from $41.6 million for the same period in 1999,
an increase of $1.6 million or 3.8%. As a percentage of net sales, gross profit
decreased to 58.2% in the nine months ended September 30, 2000 from 59.1% in the
same period in 1999. This 0.9% decrease for the nine month period is primarily
attributable to an increase in product overhead costs.
SELLING, MARKETING AND DISTRIBUTION EXPENSES. Selling, marketing and
distribution expenses increased to $37.7 million in the nine months ended
September 30, 2000 from $35.7 million in the same period for 1999, an increase
of $2.0 million, or 5.6%. As a percentage of net sales, these expenses increased
to 50.7% in the nine months ended September 30, 2000 from 50.6% in the same
period in 1999, an increase of 0.1%. The increase in selling, marketing and
distribution expenses is primarily attributable to operating costs for new
stores of approximately $3.0 million. This is offset by $0.3 million decrease in
promotion and advertising expense in addition to a $0.7 million decrease in mail
order catalog costs due to a reduction in the catalog circulation plan in the
first three quarters of 2000 compared to the same period in 1999.
GENERAL AND ADMINISTRATIVE EXPENSES. General and administrative
expenses increased to $3.9 million for the nine months ended September 30, 2000
from $3.7 million for the same period 1999, an increase of $0.2 million, or
5.4%. As a percentage of net sales, these expenses remained at 5.3% for the nine
months ended September 30, 2000, as compared to the same period in 1999.
INTEREST INCOME. Interest income decreased to $0.1 million in the nine
months ended September 30, 2000 from $0.2 million in the same period in 1999,
principally due to lower average cash balances in 2000.
NET INCOME. Net income decreased to $987,000 in the nine months ended
September 30, 2000, or $.09 per basic share ($.08 per diluted share) from
$1,451,000, or $.12 per basic and diluted share in the same period in 1999.
LIQUIDITY AND CAPITAL RESOURCES
During the nine months ended September 30, 2000, the Company's primary
uses of cash were for the repurchase of common stock, merchandise inventories,
income taxes, capital expenditures, and dividends paid to stockholders. The
Company satisfied its cash requirements primarily from cash flow from
operations.
Cash used in operating activities was $12.7 million and $2.3 million
for the first nine months ended September 30, 2000 and 1999, respectively. The
$10.4 million increase was primarily due to earlier and increased purchasing of
inventory for the first nine months in 2000.
Cash used in investing activities for the nine months ended September
30, 2000 and 1999 were $0.9 million and $1.9 million, respectively. Cash flows
used in investment activities in the first nine months of 2000 primarily related
to 12 new store openings and capital additions to the Company's existing stores.
Cash flows used in investment activities in the first nine months of 1999
related primarily to the build-out of the second floor mezzanine at the
Company's distribution facility, 11 new store openings and capital additions to
the Company's existing stores.
Cash used in financing activities in the nine months ended September
30, 2000 and 1999 were $3.3 million and $1.6 million, respectively. In the nine
months ended September 30, 2000 and 1999, the Company paid a dividend of $0.10
per share to stockholders. In the nine months ended September 30, 2000 the
Company also repurchased approximately $21.9 million of common stock. The
Company financed this repurchase primarily by a $19,875,000 draw on its line of
credit.
The Company had a borrowing arrangement with a bank whereby the Company
could, from time to time and upon approval from the bank, borrow up to $8
million. Such borrowings could be used for cash advances and letters of credit.
The borrowing arrangement provided for interest at the bank's prime rate less
3/8% or 250 basis points over the LIBOR rate and was collateralized by
substantially all the assets of the Company. The letters of credit opened under
this arrangement will continue through their respective expiration dates, the
latest of which expires December 31, 2000. As of September 30, 2000, the Company
had no advances and $250,000 of letters of credit outstanding. This borrowing
arrangement terminated upon commencement of a new $30 million, three-year
reducing revolving credit facility entered into with a bank on July 28, 2000.
The new facility is secured by substantially all assets of the Company and
requires the compliance of various financial, affirmative and negative
covenants, including maintenance of certain financial ratios and restrictions on
dividends. The Company was in compliance with all covenants as of September 30,
2000. The agreement provides for a performance-pricing structured interest
charge, ranging from LIBOR plus 1.75% to 2.75%, based on the results of certain
financial ratios. As of September 30, 2000, the Company had $19,875,000
outstanding on this line of credit.
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
may be expected to do so in the foreseeable future.
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, 1999
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
Not applicable
ITEM 5: OTHER INFORMATION
On July 31, 2000, the Company announced that its Board of
Directors authorized the Company to purchase by tender offer
up to 3.5 million shares of the Company's common stock at
$6.25 per share, which represented approximately 29% of the
outstanding shares. The offer commenced on August 2, 2000 and
expired on August 30, 2000. The offer was fully subscribed and
the Company funded the tender offer in the amount of
$21,875,000 on September 1, 2000 from available cash and a
borrowing under a new $30 million revolving credit facility.
As a result of the self tender offer, the Company's
outstanding shares were reduced from 11,983,284 to 8,483,284.
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
<PAGE>
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.
November 6, 2000 /s/ ANDREW D. FESHBACH
----------------------
Andrew D. Feshbach
President and Chief Executive Officer
(Principal Executive Officer)
November 6, 2000 /s/ ROBERTA J. MORRIS
---------------------
Roberta J. Morris
Chief Financial Officer and Treasurer
(Principal Financial Officer)
<PAGE>
