8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 8-K 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 7, 2007

BIG DOG HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-22963	52-1868665
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

121 Gray Avenue, Santa Barbara, CA	93101
(Address of Principal Executive Offices)	(Zip Code)

(805) 963-8727

(Registrant’s telephone number, including area code)

(Former name or former address, if changed, since last report)

TABLE OF CONTENTS

EXHIBIT 99.1

Item 2.02. Results of Operations and Financial Condition

The information in this Current Report is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended or otherwise subject to the liabilities of that Section. The information in this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

On May 7, 2007, Big Dog Holdings, Inc. issued a press release announcing its financial results for the three months ended March 31, 2007. A copy of the press release is attached as Exhibit 99.1.

Item 7.01. Regulation FD Disclosure

(c) Exhibits

Exhibit 99.1 — Press Release of Big Dog Holdings, Inc., dated May 7, 2007.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BIG DOG HOLDINGS, INC.
Dated: May 8, 2007	By:	/s/ Roberta Morris
		Roberta Morris
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release of Big Dog Holdings, Inc., dated May 7, 2007

EX-99.1

For Further Information:

Big Dog Holdings, Inc.

121 Gray Avenue

Santa Barbara, California 93101

www.bigdogs.com

www.thewalkingcompany.com

CONTACT:

Investor Information

(805) 963-8727, ext. 1360

alexisd@bigdogs.com

For Immediate Release:

May 7, 2007

Big Dog Holdings, Inc. Announces First Quarter 2007 Financial Results

Santa Barbara, California - May 7, 2007... Big Dog Holdings, Inc. (NASDAQ: BDOG; www.bigdogs.com; www.thewalkingcompany.com), a developer and retailer of branded, lifestyle consumer products, today reported the financial results for the first quarter ended March 31, 2007.

For the quarter ended March 31, 2007, consolidated net sales were $44,224,000, a 14% increase, as compared with $38,671,000 in the first quarter 2006. Our consolidated net sales increased primarily due to the addition of 13net new The Walking Company (“TWC”) stores. The Company had a total of 295 stores opened (145 Big Dogs stores and 150 TWC stores) at the end of the period, as compared with 304 stores opened on March 31, 2006 (167 Big Dogs stores and 137 TWC stores.) Comparable retail store sales increased 7.0% for the quarter (12.6% increase for TWC chain and 5.0% decline for the Big Dogs chain.) Total consolidated gross profit for the quarter increased to 52.7% of net sales or $23,300,000 as compared with 52.0% of net sales or $20,097,000 in the first quarter 2006. Gross margins for TWC and Big Dogs increased to 52% and 54.5% compared to 51.6% and 52.7%, respectively, for the same period last year.

Consolidated operating expenses in the first quarter 2007 were $29,210,000 or 66.0% of sales compared to $24,886,000 or 64.4% in 2006. The percentage increase in consolidated operating expenses primarily relates to the Big Dogs’ smaller revenue base, additional expenses relating to the relocation of the Company’s distribution center and an increase in depreciation and amortization expenses. Consolidated operating loss for the first quarter 2007 was $5,910,000 compared to $4,789,000 for the first quarter 2006. The consolidated net loss per share for the first quarter 2007 increased to $.44 per share, as compared with a consolidated net loss of $.35 per share for the first quarter 2006.

Andrew Feshbach, Chief Executive Officer, stated, “We had a $1.1 million increase in our operating loss, this quarter versus last year which is primarily the result of an increase in depreciation expense, one-time expenses incurred due to our distribution center move, and the decline in our Big Dogs’ business. Our outlook for the 2nd quarter is optimistic as our TWC business continues to perform strongly. We also believe our Big Dogs’ business is stabilizing and the start up of our distribution center is complete which will all contribute to a successful 2^nd quarter.”

Today’s Conference Call

Today the Company will host a conference call at 1:30PM PDT to discuss financial results for the Quarter Ended March 31, 2007. Dial in information is as follows: U.S. Toll Free: 1-800-434-1335. Participant code (to be given to the operator): 468143#. In the event you are unable to attend a recordable copy will be available two (2) hours after the call has ended. Dial in information to listen to the recorded call is as follows: 1-800-750-4065, Participant code: 53456589#.

Big Dog Holdings, Inc. consists of Big Dogs and The Walking Company. Big Dogs develops, markets and retails a branded, lifestyle collection of unique, high-quality, popular-priced consumer products, including activewear, casual sportswear, accessories and gifts. The BIG DOGS® brand image is one of quality, value and fun. The BIG DOGS® brand is designed to appeal to people of all ages and demographics, particularly baby boomers and their kids, big and tall customers, and pet owners. In addition to its 144 retail stores, Big Dogs markets its products through its catalogs, corporate sales accounts and Internet sales. The Walking Company is a leading independent specialty retailer of high quality, technically designed comfort walk wear and accessories that features premium brands such as ECCO, Mephisto, Dansko, Birkenstock and Merrell among many others. These products have particular appeal to one of the largest and most rapidly growing demographics in the nation. The Walking Company operates 152 stores in premium malls across the nation.

Safe Harbor Statement Under the Private Securities Litigation Act 1995- With the exception of historical information, the matters discussed in this press release are forward looking statements that involve a number of risks and uncertainties. The actual future sales and other results of the Company could differ significantly from those statements. Further information on the Company’s risk factors is contained in the Company’s quarterly and annual reports as filed with the Securities and Exchange Commission.

BIG DOG HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31,
	2007		2006
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	789,000	$	740,000
Receivables, net		2,187,000		1,061,000
Inventories		74,018,000		57,249,000
Prepaid expenses and other current assets		1,817,000		2,153,000
Deferred income taxes		6,363,000		3,503,000
Total current assets		85,174,000		64,706,000
PROPERTY AND EQUIPMENT, Net		25,927,000		15,118,000
INTANGIBLE ASSETS, Net		4,016,000		4,387,000
GOODWILL		3,131,000		3,131,000
DEFERRED INCOME TAXES		1,740,000		1,835,000
OTHER ASSETS		462,000		358,000
TOTAL	$	120,450,000	$	89,535,000
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term borrowings	$	38,774,000	$	17,417,000
Current portion of long-term debt		2,353,000		1,882,000
Accounts payable		18,004,000		15,222,000
Accrued expenses and other current liabilities		5,758,000		4,926,000
Total current liabilities		64,889,000		39,447,000
NOTES PAYABLE		2,621,000		4,360,000
CAPITAL LEASE OBLIGATIONS		2,243,000		12,000
DEFERRED RENT AND LEASE INCENTIVES		4,850,000		1,533,000
DEFERRED GAIN ON SALE-LEASEBACK		129,000		182,000
Total liabilities		74,732,000		45,534,000
STOCKHOLDERS' EQUITY		45,718,000		44,001,000
TOTAL	$	120,450,000	$	89,535,000

BIG DOG HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended
	March 31,
	2007			2006
NET SALES	$	44,224,000		$	38,671,000
COST OF GOODS SOLD		20,924,000			18,574,000
GROSS PROFIT		23,300,000			20,097,000
OPERATING EXPENSES:
Selling, marketing and distribution		25,340,000			21,540,000
General and administrative		2,055,000			2,020,000
Depreciation and amortization		1,815,000			1,326,000
Total operating expenses		29,210,000			24,886,000
LOSS FROM OPERATIONS		(5,910,000	)		(4,789,000	)
INTEREST INCOME		3,000			2,000
INTEREST EXPENSE		(706,000	)		(269,000	)
LOSS BEFORE BENEFIT FROM
INCOME TAXES		(6,613,000	)		(5,056,000	)
BENEFIT FROM INCOME TAXES		(2,478,000	)		(1,896,000	)
NET LOSS	$	(4,135,000	)	$	(3,160,000	)
NET LOSS PER SHARE
BASIC	$	(0.44	)	$	(0.35	)
DILUTED	$	(0.44	)	$	(0.35	)
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC		9,336,000			9,092,000
DILUTED		9,336,000			9,092,000