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): November 6, 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 November 6, 2007, Big Dog Holdings, Inc. issued a press release announcing its financial results for the period ended September 30, 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 November 6, 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: November 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 November 6, 2007

EX-99.1

For Further Information:

Big Dog Holdings, Inc.

121 Gray Avenue

Santa Barbara, California 93101

www.thewalkingcompany.com

www.bigdogs.com

CONTACT:

Alexis Dilg

Investor Information

(805) 963-8727, ext. 1303

alexisd@bigdogs.com

For Immediate Release:

November 6, 2007

Big Dog Holdings, Inc. Announces Third Quarter 2007

 Financial Results

Santa Barbara, California – November 6, 2007... Big Dog Holdings, Inc. (NASDAQ: BDOG; www.thewalkingcompany.com; www.bigdogs.com), a developer and retailer of branded, lifestyle consumer products, today reported the financial results for the third quarter ended September 30, 2007.

For the quarter ended September 30, 2007, consolidated net sales were $56,554,000 as compared with $54,127,000 in the third quarter 2006.  Our consolidated net sales increased 4.5%, primarily due to the addition of 26 (net) new The Walking Company (“TWC”) stores, offset by the closure of 17 (net) Big Dog stores.  The Company had a total of 303 stores opened (165 TWC stores and 138 Big Dog stores) at the end of September 30, 2007, as compared to 294 stores (139 TWC  stores and 155 Big Dog stores) as of September 30, 2006.  Comparative retail store sales increased 1.2% for the third quarter 2007 (9.6% increase for TWC, offset by a 10.7% decline for Big Dog).  Consolidated gross profit increased to $30,195,000 in the third quarter 2007 as compared with $28,982,000 in the third quarter 2006.  The overall increase in consolidated gross profit is the result of increased sales for TWC and some improvement in gross margins at TWC and Big Dog.  TWC gross margin was 51.6% compared to 51.3% last year.  Big Dog’s gross margin increased to 56.8% from 56.4% last year.

Consolidated operating expenses in the third quarter 2007 were $29,251,000, or 51.7% of consolidated net sales, compared to $27,656,000 or 51.1% in 2006.  Consolidated operating income for the third quarter 2007 was $944,000, compared to $1,326,000 for the third quarter 2006.  The increase in operating expenses as a percentage of sales and the decrease in operating income, are largely attributable to the reduction in Big Dog’s revenue and contribution.  As a result, the consolidated fully diluted net loss/income per share decreased to ($.01) per share as compared with $.05 net income per share last year.

Andrew Feshbach, Chief Executive Officer stated, “In regard to business at TWC for the third quarter, we achieved strong comparative stores sales increases and opened six (net) new TWC stores.  Our increase in comparative store sales reflects continue expansion of market share in our existing malls, a strong fall merchandise mix, and the opening of our kiosk program in many of our store locations.   Our new store openings as a whole are performing well in relation to our internal sales projections and we are on schedule to open an additional 20  stores in the fourth quarter.  Looking forward to the fourth quarter and important holiday selling season we are presently trending at a similar pace to the third quarter.  We are optimistic about our holiday prospects not withstanding the general conservative outlook for most retailers this fourth quarter.”

“Our Big Dog business continues to under-perform and we expect this to continue in the foreseeable future.  Management is focused on reducing long-term commitments and inventories.  Further, we plan to be more aggressive promotionally during the holiday selling season.”

Today’s Conference Call

Today the company will host a conference call at 1:30pm PDT to discuss financial results for the quarter ended September 30, 2007.  Dial in information is as follows: U.S. Toll Free: 1-800-434-1335. Conference code (to be given to the operator): 665839#.  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: 55866518#.

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 Walking Company is a leading independent specialty retailer of high quality, technically designed comfort shoes and accessories that features premium brands such as ECCO, Mephisto, Dansko, Ugg, Pikolinos 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 currently operates 165 stores in premium malls across the nation.   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 138 retail stores, Big Dogs markets its products through its catalog, internet and corporate sales accounts.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 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)

	September 30,
	2007		2006
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	911,000	$	949,000
Receivables, net		4,039,000		1,623,000
Inventories, net		82,620,000		71,329,000
Prepaid expenses and other current assets		2,528,000		1,382,000
Deferred income taxes		7,248,000		2,914,000
Total current assets		97,346,000		78,197,000
PROPERTY AND EQUIPMENT, Net		32,483,000		20,203,000
INTANGIBLE ASSETS, Net		3,797,000		4,212,000
GOODWILL		3,131,000		3,131,000
DEFERRED INCOME TAXES		2,104,000		2,072,000
OTHER ASSETS		362,000		395,000
TOTAL	$	139,223,000	$	108,210,000
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Short-term borrowings	$	36,124,000	$	31,951,000
Current portion of long-term debt		3,348,000		1,797,000
Accounts payable		20,580,000		17,749,000
Income taxes payable		-		41,000
Accrued expenses and other current liabilities		5,809,000		5,063,000
Total current liabilities		65,861,000		56,601,000
LONG-TERM CONVERTIBLE DEBT		17,269,000		-
NOTES PAYABLE		2,265,000		2,996,000
CAPITAL LEASE OBLIGATIONS		1,968,000		2,000
DEFERRED RENT AND LEASE INCENTIVES		6,601,000		2,783,000
DEFERRED GAIN ON SALE-LEASEBACK		103,000		156,000
Total liabilities		94,067,000		62,538,000
STOCKHOLDERS' EQUITY		45,156,000		45,672,000
TOTAL	$	139,223,000	$	108,210,000

BIG DOG HOLDINGS, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2007			2006			2007			2006
NET SALES	$	56,554,000		$	54,127,000		$	156,632,000		$	145,975,000
COST OF GOODS SOLD		26,359,000			25,145,000			72,640,000			67,514,000
GROSS PROFIT		30,195,000			28,982,000			83,992,000			78,461,000
OPERATING EXPENSES:
Selling, marketing and distribution		25,388,000			23,945,000			76,304,000			69,694,000
General and administrative		2,020,000			2,042,000			6,495,000			6,164,000
Depreciation and amortization		1,843,000			1,669,000			5,331,000			4,526,000
Total operating expenses		29,251,000			27,656,000			88,130,000			80,384,000
INCOME (LOSS) FROM OPERATIONS		944,000			1,326,000			(4,138,000	)		(1,923,000	)
INTEREST INCOME		2,000			1,000			8,000			6,000
INTEREST EXPENSE		(1,173,000	)		(572,000	)		(3,010,000	)		(1,358,000	)
INCOME (LOSS) BEFORE PROVISION FOR (BENEFIT FROM) INCOME TAXES		(227,000	)		755,000			(7,140,000	)		(3,275,000	)
PROVISION FOR (BENEFIT FROM)INCOME TAXES		(87,000	)		284,000			(2,678,000	)		(1,227,000	)
NET INCOME (LOSS)	$	(140,000	)	$	471,000		$	(4,462,000	)	$	(2,048,000	)
NET INCOME (LOSS) PER SHARE
BASIC	$	(0.01	)	$	0.05		$	(0.47	)	$	(0.22	)
DILUTED	$	(0.01	)	$	0.05		$	(0.47	)	$	(0.22	)
WEIGHTED AVERAGE SHARES OUTSTANDING:
BASIC		9,457,000			9,210,553			9,403,000			9,159,415
DILUTED		9,457,000			9,476,000			9,403,000			9,159,415