-----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, MNt+c2F/Bm0yUtZxFx6TWEZQJcd4bBXeXCVGVZBskFTKbpvmMcVhqDbNUfAsFGWk /PUsHxS16dXuQ64y67A7gw== /in/edgar/work/0001019439-00-000010/0001019439-00-000010.txt : 20001115 0001019439-00-000010.hdr.sgml : 20001115 ACCESSION NUMBER: 0001019439-00-000010 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000930 FILED AS OF DATE: 20001114 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BIG DOG HOLDINGS INC CENTRAL INDEX KEY: 0001019439 STANDARD INDUSTRIAL CLASSIFICATION: [5651 ] IRS NUMBER: 521868665 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 000-22963 FILM NUMBER: 766950 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 10-Q 1 0001.txt FORM 10-Q FOR PERIOD ENDED 09/30/00 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. 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 PART 1. FINANCIAL INFORMATION ITEM 1: FINANCIAL STATEMENTS BIG DOG HOLDINGS, INC. AND SUBSIDIARY CONSOLIDATED BALANCE SHEETS September 30, December 31, 2000 1999 ------------------ ------------------- (Unaudited) ASSETS CURRENT ASSETS: 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 ================== ===================
See accompanying notes. BIG DOG HOLDINGS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended Nine Months Ended September 30, September 30, -------------------------------------- ------------------------------------ 2000 1999 2000 1999 ------------------ ---------------- --------------- ----------------- 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.
BIG DOG HOLDINGS, INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Nine Months Ended September 30, ------------------------------------------- 2000 1999 ------------------- ------------------ CASH FLOWS FROM OPERATING ACTIVITIES: 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
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. 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 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) EX-27.1 2 0002.txt FINANCIAL DATA SCHEDULE
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BIG DOG HOLDINGS, INC.'S FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FORM 10-Q. 1000 3-MOS DEC-31-2000 JAN-1-2000 SEP-30-2000 989 0 671 (116) 36989 41243 25788 (15760) 55017 28638 0 0 0 132 24922 55017 74296 74296 31086 41596 0 0 (71) 1685 698 987 0 0 0 987 0.09 0.08
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