Annual Report
SEC Form 10-K Filing for Fiscal Year 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K
(Mark One)
☒ Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended February 3, 2024
OR
☐
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from to
Commission file number: 001-32320
BUILD-A-BEAR WORKSHOP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation or Organization)
415 South 18th St.
St. Louis, Missouri
(Address of Principal Executive Offices)
43-1883836
(I.R.S. Employer Identification No.)
63103
(Zip Code)
(314) 423-8000
(Registrant’s Telephone Number, Including Area Code)
Title of Each Class
Common Stock, par value $0.01 per share
Securities registered pursuant to Section 12(b) of the Act:
Trading Symbol
BBW
Securities registered pursuant to Section 12(g) of the Act: None
Name of Each Exchange on Which Registered
New York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ☐ Yes ☒ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☐ Yes ☒ No
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. ☒ Yes ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files). ☒ Yes ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐ Accelerated filer ☒ Non-accelerated filer ☐ Smaller reporting company ☒ Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected to not use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). ☐ Yes ☒ No
There is no non-voting common equity. The aggregate market value of the common stock held by non-affiliates (based upon the closing
price of $24.44 for the shares on the New York Stock Exchange on July 29, 2023) was $355.0 million as of July 29, 2023, the last business
day of the registrant’s most recently completed second fiscal quarter.
As of April 15, 2024, there were 13,980,206 issued and outstanding shares of the registrant’s common stock.
Portions of the registrant’s Proxy Statement for its June 13, 2024 Annual Meeting of Stockholders are incorporated herein by reference.
DOCUMENTS INCORPORATED BY REFERENCE
BUILD-A-BEAR WORKSHOP, INC.
INDEX TO FORM 10-K
Page
Forward-Looking Statements ............................................................................................................................ 1
Part I
Item 1. Business ............................................................................................................................................ 2
Item 1A. Risk Factors ...................................................................................................................................... 6
Item 1B. Unresolved Staff Comments ............................................................................................................. 18
Item 1C. Cybersecurity .................................................................................................................................... 19
Item 2. Properties .......................................................................................................................................... 20
Item 3.
Legal Proceedings ............................................................................................................................ 20
Item 4. Mine Safety Disclosure ..................................................................................................................... 20
Part II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities ............................................................................................................................ 21
Item 6.
[Reserved] ......................................................................................................................................... 21
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations ............ 22
Item 7A. Quantitative and Qualitative Disclosures About Market Risk ........................................................... 32
Item 8. Financial Statements and Supplementary Data ............................................................................... 32
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure ........... 32
Item 9A. Controls and Procedures .................................................................................................................. 33
Item 9B. Other Information .............................................................................................................................. 36
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections .............................................. 36
Part III
Item 10. Directors, Executive Officers and Corporate Governance ................................................................ 36
Item 11. Executive Compensation .................................................................................................................. 37
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters ........................................................................................................................................... 38
Item 13. Certain Relationships and Related Transactions and Director Independence ................................. 38
Item 14. Principal Accountant Fees and Services .......................................................................................... 38
Part IV
Item 15. Exhibits and Financial Statement Schedules .................................................................................... 39
Item 16. Form 10-K Summary ......................................................................................................................... 66
Exhibit Index ...................................................................................................................................................... 63
Signatures ......................................................................................................................................................... 67
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FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains certain statements that are, or may be considered to be, “forward-
looking statements” for the purpose of federal securities laws, including, but not limited to, statements that reflect
our current views with respect to future events and financial performance. We generally identify these statements
by words or phrases such as “may,” “might,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “intend,”
“predict,” “future,” “potential,” “will,” “could,” “target,” “project,” “contemplate,” or “continue,” the negative or any
derivative of these terms and other comparable terminology. These forward-looking statements, which are subject
to risks, uncertainties and assumptions about us, may include, among other things, projections or statements
regarding:
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our future financial performance and the sufficiency of our cash generated from operations and
borrowings under our credit facilities;
our anticipated operating strategies and future strategic expansion initiatives;
our future capital expenditures;
our anticipated rate of store relocations, openings and closures; and
our anticipated costs related to store relocations, openings and closures.
These statements are only predictions based on our current expectations and projections about future
events. Because these forward-looking statements involve risks and uncertainties, there are important factors that
could cause our actual results, level of activity, performance or achievements to differ materially from the results,
level of activity, performance or achievements expressed or implied by these forward-looking statements,
including those factors discussed under the caption entitled “Risk Factors” as well as other places in this Annual
Report on Form 10-K.
We operate in a competitive and rapidly changing environment. New risk factors emerge from time to time
and it is not possible for management to predict all the risk factors, nor can it assess the impact of all the risk
factors on our business or the extent to which any factor, or combination of factors, may cause actual results to
differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, you
should not place undue reliance on forward-looking statements, which speak only as of the date of this Annual
Report on Form 10-K, as a prediction of actual results and may not contain all of the material factors that are
important to you.
You should read this Annual Report on Form 10-K completely and with the understanding that our
actual results may be materially different from what we expect. Except as required by law, we undertake
no duty to update these forward-looking statements, even though our situation may change in the future.
We qualify all of our forward-looking statements by these cautionary statements.
Unless the context otherwise requires, references in this Annual Report on Form 10-K to the “Company,”
“we,” “us,” and “our” refer to Build-A-Bear Workshop, Inc. and, where appropriate, its subsidiaries.
The following discussion contains references to fiscal 2023 and fiscal 2022, which represent our fiscal years
ending February 3, 2024 and January 28, 2023, respectively.
1
ITEM 1. BUSINESS
Overview
PART I
Build-A-Bear Workshop, Inc., a Delaware corporation, was formed in 1997 as a mall-based, experiential
specialty retailer where children and their families could create their own stuffed animals by participating in the
stuffing, fluffing, dressing, accessorizing, and naming of their own teddy bears and other plush toys. We believe
the hands-on and interactive nature of our experience locations, our personal service model and engaging digital
shopping experiences result in guests forming an emotional connection with our brand. Over the last 26 years,
with more than 240 million furry friends sold to guests around the world, Build-A-Bear has become a brand with
high consumer awareness, positive affinity, and strong retail influence. We are leveraging this brand strength to
grow our brick-and-mortar retail footprint beyond traditional malls through a range of store sizes, formats and
locations including tourist destinations. We are also growing through our websites, which focus on gift-giving,
collectible merchandise, and licensed products. In addition to growing our corporately-managed store and e-
commerce footprint, we are also growing through third-party operated and franchised stores, particularly for our
international expansion. Our ongoing digital transformation, which touches our e-commerce business, consumer
loyalty program and digital marketing and content, has led to omni-channel growth over the past several years.
Build-A-Bear's pop-culture and multi-generational appeal have played a key role in growing our total addressable
market beyond children by adding teens and adults with entertainment and sports licensing, collectible and gifting
offerings, as well as by introducing new products and adding categories beyond plush.
international-franchise models. This
As of February 3, 2024, the Company had 525 global locations through a combination of its corporately-
reflects 359 corporately-managed
managed, partner-operated, and
locations, including 320 stores in the United States (“U.S.”) and Canada and 39 stores in the United Kingdom
(“U.K.”) and Ireland, 92 partner-operated locations operated through our "third-party retail" model in which we sell
our products on a wholesale basis to other companies that then, in turn, execute our retail experience, and 74
franchised stores operating internationally, all under the Build-A-Bear Workshop brand. In addition to these stores,
we sell products on our company-owned e-commerce sites and third-party marketplace sites, our franchisees sell
products through sites that they manage as well as other third-party marketplace sites and other parties sell
products on their sites under wholesale agreements. For the 2023 fiscal year, the Company had a net new unit
growth of 37 experience locations, comprised of nine corporately managed locations, 22 partner-operated
locations, and six international franchise locations.
Segments and Geographic Areas
Our business is conducted through three reportable segments consisting of direct-to-consumer (“DTC”),
commercial, and international franchising. Our reportable segments are primarily determined by the types of
customers they serve and the types of products and services that they offer. Each reportable segment may operate
in many geographic areas. Financial information related to our segments and the geographic areas in which we
operate is contained in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.” See Note 15 — "Segment Information" to the consolidated financial statements for information
regarding sales, results of operations and identifiable assets of the Company by business segment and by
geographic area.
Description of Operations
Build-A-Bear Workshop offers interactive entertainment experiences via both physical and digital
engagement, targeting a range of consumer segments and purchasing occasions through digitally-driven,
diversified omnichannel capabilities. We operate a vertical retail channel with experience locations that feature a
unique combination of interactivity and product in which guests can “make their own stuffed animals” by
participating in the stuffing, fluffing, dressing, accessorizing and naming of their own teddy bears and other stuffed
animals. We also operate e-commerce sites that focus on gift-giving, collectible merchandise and licensed
products that appeal to consumers that have an affinity for characters from a range of entertainment, sports, art,
and gaming properties. Our engaging digital purchasing experiences include our online “Bear-Builder”, an age-
gated adult-focused “Bear Cave” and the “HeartBox” gift site. Our retail stores also act as “mini distribution centers”
that provide efficient omnichannel support for our digital demand. The primary consumer target for our retail stores
is families with children while our e-commerce sites focus on collectors and gift givers that are primarily tweens,
teens and adults. We have also extended our business model by leveraging our brand strength and owned
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intellectual properties through the creation of engaging content for kids and adults while also offering products at
wholesale and in non-plush consumer categories via outbound licensing agreements with leading manufacturers.
We seek to provide outstanding guest service and experiences across all channels and touch points
including our retail locations, our e-commerce sites, our mobile sites and apps as well as traditional, digital and
social media. We believe the hands-on and interactive nature of our experience locations, our personal service
model and engaging digital shopping experiences result in guests forming an emotional connection with our brand
which has multi-generational appeal that captures today’s zeitgeist including desire for engaging experiences,
personalization and “DIY” while being recognized as trusted, giving, and a part of pop culture.
We believe there are opportunities to extend the reach and size of our diverse consumer segments through
expanded products and licensing relationships, evolved experiences, and incremental occasions, partnerships,
and marketing activities. We believe we can further develop our business by creating a continuous circle of
engagement with expanded programs including outbound branded licensing and entertainment that drives retail
performance and leverages our brand equity which may in turn positively impact other channels of distribution.
Operating Strategies
We believe that the initiatives and investments that were put in place prior to the pandemic, and in many
cases, we accelerated during the pandemic, are driving improved results, as we delivered growth in total revenues
and profit in fiscal 2023. To continue to drive revenue and profit growth, we remain focused on our strategic
priorities, which are centered primarily on three key areas:
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The global expansion of our unique experience locations. During fiscal 2023, we opened a net 37 Build-
A-Bear Workshop retail experience locations, through a combination of corporately-managed, third-party
operated, and franchise business models. In fiscal 2024, we expect net new unit growth of at least 50
locations in North America and internationally through our three store business models. We have made
a concerted effort to shift to non-traditional locations, including family-centric tourist and hospitality sites,
as well as partner-operated and franchise locations, and now have more than 35% of total stores in non-
traditional settings. While tourist sites have been and will remain a critical part of our location expansion
strategy, recent research data supports our opportunity to reengage in profitable expansion in traditional
locations on a more localized level, particularly given the numerous and flexible corporate store models
we have developed in the past few years. We also continue to develop innovative experiences to expand
our brand reach, including Build-A-Bear vending machines, also known as ATMs or automatic teddy
machines.
• Accelerate our comprehensive digital transformation. In addition to growing our e-commerce channel,
this includes our marketing and loyalty programs, including our Count Your Candles offer, and content
and entertainment initiatives, such as our first-ever animated theatrical film in 2023 “Glisten and the Merry
Mission.” Our digital transformation is designed to elevate our business efficiency, integrate our customer
communications to acquire new customers and increase purchase occasions, and expand our total
addressable market by reaching beyond our core kid base and to continue to acquire new tween, teen
and adult consumers by new offerings including gifting and personalization programs. Our 2023 e-
commerce sales, inclusive of softness during the year, have tripled since 2018, which was prior to the
implementation of key digital initiatives. In early 2024, we created a new position of Chief Customer &
Digital Officer to further align our operating structure with our digital strategy.
• Drive profitable growth through investment initiatives while maintaining a commitment to return capital to
shareholders. As corporate store operating margins have remained robust from higher levels of revenue
combined with disciplined expense management, particularly considering recent inflationary pressures,
wage increases and supply chain challenges, and as we continue to evolve our real estate portfolio with
new locations and formats, plus shift to asset-light business models, the company’s cash flows have
meaningfully improved. This higher-level of cash flows has been used to increase support for key
initiatives to deliver long-term profitable growth, while also returning capital to shareholders through
dividends and share repurchases. The Company returned capital to shareholders through two special
dividends paid December 27, 2021, and April 6, 2023, totaling $42 million, through share repurchases
from a $25 million stock repurchase program that was adopted in November 2021, and through a $50
million stock repurchase program announced in August 2022. The Company announced a new dividend
program on March 13, 2024, declaring an initial quarterly cash dividend of $0.20 per share.
3
Merchandise Sourcing and Inventory Management
Our stores and e-commerce sites offer an extensive and coordinated selection of merchandise, including a
wide range of different styles of plush products to be stuffed, pre-stuffed plush products, sounds and scents that
can be added to the stuffed animals and a broad variety of clothing, shoes and accessories, as well as other brand
appropriate toy and novelty items including family sleepwear, sourced from multiple vendors primarily in Vietnam
and China. Our plush products and clothing are produced from high quality, man-made materials or natural fibers,
and the stuffing is made of a high-grade polyester fiber.
We believe we comply with governmental safety requirements specific to each product category and country
where there are Build-A-Bear Workshop locations. Specifically, we believe all of the toy products sold in our stores
and through our e-commerce sites meet Consumer Product Safety Commission (CPSC) requirements including
the Consumer Product Safety Improvement Act (CPSIA) for children’s products. We also believe we comply with
American Society for Testing and Materials (ASTM-F963), European Toy Safety Standards (EN71), China
National Toy Standards (GB6675/GB5296.5), China Compulsory Certification (CCC), Australian/New Zealand
Standard (AS/NZS 8124), Canadian Consumer Product Safety Act Toys Regulation (CCPSA), Chile Standard on
Safety of Toys NCh 3251 and India Safety of Toys (IS:9873). Our products are tested through independent third-
party testing labs for compliance with toy safety standards. Packaging and labels for each product indicate the
age grading for the product and any special warnings in accordance with guidelines established by the CPSC or
other applicable authority. We require our supplier factories to be compliant with the International Council of Toy
Industries (ICTI) Ethical Toy Program certification or with other comparable third-party social compliance
programs. The ICTI Ethical Toy Program process is a social compliance program to promote ethical manufacturing
in the form of fair labor treatment, as well as employee health and safety in the toy industry supply chain worldwide.
In order to obtain this certification, each factory completes a rigorous evaluation performed by an accredited ICTI
agent on an annual basis.
The average time from product conception to the arrival in stores is approximately 12 months, including
approximately 90 to 150 days from the beginning of production to in-store delivery. Through an ongoing analysis
of selling trends, we regularly update our product assortment by increasing quantities of productive styles and
eliminating less productive styles. Our relationships with our vendors generally are on a purchase order basis
without contractual obligation to provide adequate supply or acceptable pricing on a long-term basis.
As of February 3, 2024, our inventory balance was $63.5 million, a decrease of $7.0 million compared to
January 28, 2023. We are comfortable with the composition and level of our inventory.
Distribution and Logistics
We own a 350,000 square-foot distribution center in Groveport, Ohio (near Columbus) that serves the
majority of our stores in the U.S. and Canada. We also contract with a third-party warehouse in southern California
to service our West Coast stores. The contract has a one-year term and is renewable. In Europe, we contract with
a third-party distribution center in Selby, England under an agreement guaranteed through January 2025, and
continuing on if neither party terminates the agreement, to fulfill our store and e-commerce fulfillment needs. This
agreement contains clauses that allow for termination if certain performance criteria are not met. In Asia, we
contract for office space and a third-party distribution center in Shanghai, China, with the office space contract
ending in August 2024 and the distribution center contract ending in April 2024, with both contracts expected to
be renewed before their respective expiration dates.
Transportation from the warehouses to stores is managed by several third-party logistics providers. In the
U.S., Canada and Europe, merchandise is shipped by a variety of distribution methods, depending on the store
and seasonal inventory demand. Shipments from our distribution centers are scheduled throughout the week in
order to smooth workflow, and stores are grouped together by shipping route to reduce freight costs. All items in
our assortment are eligible for distribution, depending on allocation and fulfillment requirements, and we typically
distribute merchandise and supplies to each store once every other week or once a week on a regular schedule,
which allows us to consolidate shipments in order to reduce distribution and shipping costs. Back-up supplies,
such as stuffing for the plush animals, are often stored in limited amounts at regional pool points.
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During fiscal 2020, we introduced "Buy Online, Ship From Store" and "Buy Online, Pick Up In Store" for
orders placed in the U.S. and "Click and Collect" for orders placed in the U.K. These ongoing programs allow our
brick and mortar locations to operate essentially as mini distribution centers allowing us to leverage the geographic
proximity of stores, available inventory and labor to fulfill digital demand.
Employees
As of February 3, 2024, we had approximately 1,000 full-time and 3,550 regular part-time employees in the
U.S., Canada, the U.K., and Ireland. The number of part-time employees at all locations fluctuates depending on
our seasonal needs. None of our employees are represented by a labor union, and we believe our relationship
with our employees is good.
Competition
As our company has diversified and evolved, we view our competition through a number of categories. For
our retail stores, we view the Build-A-Bear Workshop store experience as a distinctive combination of
entertainment and retail with limited direct competition. We are aware of several small companies that operate
“make your own” teddy bear and stuffed animal stores or kiosks in retail locations, but we believe none of those
companies offer the breadth of assortment nor depth of experience or operate as a national or international retail
company.
Since our signature products, teddy bears and other stuffed animals, are included in the toy category, we
compete indirectly with a number of companies that sell plush products or premium children’s toys, including, but
not limited to, Ty, Mattel, Hasbro, Lego, Ganz, and Steiff. We also compete with toy retailers including online and
mass merchandisers such as Amazon, Walmart or Target as well as specialty stores such as The Entertainer Toy
Shop, Smyths Toys Superstores and Hamleys.
As our gift-giving and affinity business has grown, our competitors include diverse retail and online
companies such as Vermont Teddy Bear, Funko, or 1-800 Flowers. Since we sell a product that integrates
merchandise and experience, we also view our competition as any company that competes for family time and
entertainment dollars, such as movie theaters, amusement parks and arcades, other mall-based entertainment
venues, party venues and online entertainment.
Intellectual Property and Trademarks
We believe our copyrights, service marks, trademarks, trade secrets, patents and similar intellectual
property are critical to our success, and we intend, directly or indirectly, to maintain and protect these marks and,
where applicable, license the intellectual property. Our patents do not expire until the years 2032 and 2033.
We have developed licensing and strategic relationships with leading retail and cultural organizations. We
plan to continue to collaborate with companies that have strong, family-oriented brands and provide us with
attractive marketing and merchandising opportunities. These relationships for specific products are generally
reflected in contractual arrangements for limited terms that are terminable by either party upon specified notice.
Specifically, we have key strategic relationships with select companies in which we feature their brands on
products sold in our stores, including Disney®, NBCUniversal, Lucasfilm, Warner Bros., Pokémon, ViacomCBS,
Nintendo, and major professional sports leagues along with other culturally relevant brands.
Availability of Information
We are subject to the reporting and information requirements of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”). As a result, we file periodic reports and other information with the Securities and
Exchange Commission (the “SEC”). We make these filings available free of charge in the Investor Relations
section of our corporate website, the URL of which is http://ir.buildabear.com, as soon as reasonably practical
after we electronically file such material with, or furnish it to, the SEC. You may also request copies of these
materials without charge by writing to our Investor Relations department at Build-A-Bear Workshop, Inc. World
Headquarters, 415 South 18th Street, St. Louis, MO 63103. The SEC maintains a website, http://www.sec.gov,
that contains our annual, quarterly and current reports and other information we file electronically with the
SEC. Information on our website is not incorporated by reference into, and does not constitute a part of, this
Annual Report on Form 10-K.
5
ITEM 1A. RISK FACTORS
We operate in a changing environment that involves numerous known and unknown risks and
uncertainties that could materially affect our operations. The risks, uncertainties and other factors set forth below
may cause our actual results, performances or achievements to be materially different from those expressed or
implied by our forward-looking statements. If any of these risks or events occur, our business, financial condition
or results of operations may be adversely affected. Additional risks not currently known to us or that we presently
deem immaterial may also impair our business operations.
MACROECONOMIC AND INDUSTRY RISKS
Any uncertainty or decline in general global economic conditions, caused by inflation, rising interest
rates, geo-political conflicts, or other external factors, could lead to disproportionately reduced
discretionary consumer spending and a corresponding reduction in demand for our products and have an
adverse effect on our liquidity and profitability.
Since purchases of our merchandise are dependent upon discretionary spending by our guests, our
financial performance is sensitive to changes in overall economic conditions that affect consumer spending.
Consumer spending habits are affected by, among other things, prevailing economic conditions, inflation, levels
of employment, salaries and wage rates, consumer confidence and consumer perception of economic conditions.
A slowdown in the North American or European economies or in the economies of the countries in which our
franchisees and third-party retail partners operate or uncertainty as to the economic outlook could reduce
discretionary spending or cause a shift in consumer discretionary spending to other products. For example, the
potential adverse effects of inflation, or geopolitical conflicts could result in lower net retail sales and could also
result in excess inventories, which could, in turn, lead to increased merchandise markdowns and related costs
associated with higher levels of inventory and adversely affect our liquidity and profitability. In addition, economic
uncertainty can affect the credit and capital markets and our financial condition which may affect our ability to
access capital resources under our credit agreement. The amount available for borrowing could be restricted
under our agreement if the amount of assets used to calculate the borrowing base (specified percentages of
eligible credit card receivables, eligible inventory, and, under certain circumstances, eligible foreign in-transit
inventory and, in the discretion of the agent, eligible receivables) decreases.
Inflation impacted our business operations in fiscal 2023 and had an adverse impact on our business
throughout the year, specifically seen through rising store labor costs. Although we took actions to mitigate these
pressures, such as strategic price increases on highly sought-after products, there can be no assurance that we
will be able continue these actions or that they will be successful in the future. We expect the inflationary pressures
experienced in fiscal 2023 to decrease but continue into fiscal 2024. We continue to monitor the impact of inflation
on our business operations on an ongoing basis and may need to adjust our prices further to mitigate the impacts
of changes to the rate of inflation during 2024 or in future years. These select price increases could have a
negative impact on demand for our products.
Weakened economic conditions, lowered employment levels or recessions in any of our major markets may
also significantly reduce consumer purchases of our products. Economic conditions may also be negatively
impacted by terrorist attacks, wars, geopolitical shifts, and other conflicts, such as the current Russia-Ukraine
crisis and the Israel-Hamas conflict that has heightened geopolitical tensions in the Middle East region, as well
as natural disasters, increases in commodity prices or labor costs, or the prospect of such events. Such a
weakened economic and business climate, as well as consumer uncertainty created by such a climate, could
harm our revenues and profitability.
6
Our success and profitability not only depend on consumer demand for our products, but also on our ability
to produce and sell those products at costs which allow us to make a profit. Whether due to inflation or other
factors, rising petroleum and material prices, increased transportation and shipping costs, and increased labor
costs in the markets in which our products are manufactured and sold all may further increase the costs we incur
to produce and transport our products, which in turn may reduce our margins, reduce our profitability, and harm
our business, in particular if we are unable to further adjust prices beyond what we were able to do in fiscal 2023,
as discussed above.
Consumer interests can change rapidly, and our success depends on the ongoing effectiveness of our
marketing and online initiatives to build consumer affinity for our brand and drive consumer demand for
our products and services.
We continue to update and evaluate our marketing initiatives, which are focused on building our brand,
sharing relevant product news, executing timely promotions and adapting to rapidly changing consumer
preferences. Our future growth and profitability will depend in large part upon the effectiveness and efficiency of
our integrated marketing and advertising programs, access to leading entertainment relationships resulting in
licensing relationships in a profitable manner and future marketing and advertising efforts that we undertake,
including our ability to:
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create greater awareness and affinity of our brand, interactive shopping experience and products;
convert consumer awareness into store and e-commerce site visits and product purchases;
identify the optimal level of marketing spend and most efficient marketing channels;
select the right geographic areas in which to market;
determine the appropriate creative message and media mix for marketing programs locally, nationally
and internationally; and
effectively manage marketing costs (including creative and media) to maintain acceptable operating
margins and return on marketing investment.
Our planned marketing expenditures may not result in increased total sales or generate sufficient levels of
product and brand awareness, which could also have a material adverse effect on our financial condition and
profitability. Additionally, we have shifted a number of our marketing programs to digital outlets which may not
continue to be as effective as our more traditional, historical programs.
We depend upon the shopping malls and tourist locations in which our stores are located to attract
guests. Continued or further volatility in retail consumer traffic could adversely affect our financial
performance and profitability.
While we invest in integrated marketing efforts and believe we are more of a destination location than many
other retailers, we rely to a great extent on consumer traffic in the malls and tourist locations in which we are
located. We rely on the ability of the malls’ anchor tenants, generally large department stores, and on the
continuing popularity of malls and tourist locations as shopping destinations to attract high levels of consumer
traffic. We cannot control the development of new shopping malls nor the closure of existing malls, the addition or
loss of anchors and co-tenants, the availability or cost of appropriate locations within existing or new shopping
malls or the desirability, safety or success of shopping malls. While we have had significant growth in our e-
commerce sales compared to pre-pandemic levels and continue with initiatives intended to develop and
strengthen our online business, the majority of our sales are generated from our physical store locations.
Consumer traffic may also be reduced due to factors such as the economy, civil unrest, actual or threatened acts
of terrorism or other crime in shopping locations, the impact of weather or natural disasters or a decline in
consumer confidence resulting from international conflicts or war. A decrease in consumer traffic could have an
adverse effect on our financial condition and profitability.
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Our profitability could be adversely affected by fluctuations in petroleum products prices.
The profitability of our business depends to a certain degree upon the price of petroleum products, both
as a component of the transportation costs for delivery of inventory from our vendors to our stores and as a raw
material used in the production of our plush products and stuffing. Volatility in petroleum prices can be due to
many external factors that are beyond our control including political, environmental, and economic factors such
as hostilities or other conflicts in oil producing areas (including the current Russia-Ukraine conflict and tensions
in the Middle East), limitations and/or disruptions in refining and pipeline capacity, and worldwide demand for
petroleum. We are unable to predict what the price of crude oil and the resulting petroleum products will be in
the future. We may be unable to pass along to our guests the increased costs that would result from higher
petroleum prices. Therefore, any such increase could have an adverse impact on our business and profitability.
Our business may be adversely impacted at any time by a variety of significant competitive threats.
We operate in a highly competitive environment characterized by low barriers to entry. We compete
against a diverse group of competitors. Because we have mall-based locations, we see our competition as
other retailers that compete for prime mall locations, including various apparel, footwear and specialty retailers.
As a retailer whose signature product is a stuffed animal that is typically purchased as a toy or gift, we also
compete with big box retailers and toy stores, as well as manufacturers that sell plush toys. Since we offer our
guests an experience as well as merchandise, we also view our competition as any company that competes for
our guests’ time and entertainment dollars, such as movie theaters, restaurants, amusement parks and arcades.
In addition, there are several small companies that operate “make your own” teddy bear and stuffed animal
experiences in retail stores and kiosks. Although we believe that none of these companies currently offer the
breadth and depth of the Build-A-Bear Workshop products and experience, we cannot be certain that they will
not compete directly with us in the future.
Many of our competitors have longer operating histories, significantly greater financial, marketing and other
resources, and greater name recognition. We cannot be certain that we will be able to compete successfully with
them in the future, particularly in geographic locations that represent new markets for us. If we fail to compete
successfully, our market share and results of operations could be materially and adversely affected.
The retail sector has experienced an immense increase in sales initiated online and using mobile
applications, as well as online sales for both in-store or curbside pick-up. Online and multi-channel retailers
continue to focus on delivery services, with consumers increasingly seeking faster, guaranteed delivery times
and low-cost or free shipping. Our ability to be competitive on delivery times and delivery costs depends on
many factors, and our failure to successfully manage these factors and offer competitive delivery options could
negatively impact the demand for our products and our profit margins.
Global or regional health pandemics or epidemics could negatively impact our business, financial
position and results of operations.
The extent to which a pandemic may impact our operational and financial performance remains uncertain
and will depend on many factors outside of our control, including the timing, extent, trajectory and duration of the
pandemic, the emergence of new variants, the development, availability, distribution and effectiveness of vaccines
and treatments, the imposition of protective public safety measures, and the impact of the pandemic on the global
economy and demand for our products. Additional future impacts may include, but are not limited to, material
adverse effects on demand for our products and interactive experience, supply chain operations disruptions, our
ability to execute strategic plans and to predict future performance, and our financial performance and profitability.
To the extent a pandemic adversely affects our business, operations, financial condition and operating
results, it may also have the effect of heightening many of the other risks described in this “Risk Factors” section,
such as those relating to retail consumer traffic, general global economic conditions, and demand for our
interactive retail experience.
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OPERATIONAL RISKS
If we are unable to generate interest in and demand for our interactive retail experience and products,
including being able to identify and respond to consumer preferences in a timely manner, our sales,
financial condition and profitability could be adversely affected.
We believe that our success depends in large part upon our ability to continue to attract new and repeat
guests with our interactive shopping experience, and our ability to anticipate, gauge and respond in a timely
manner to changing consumer preferences, such as online buying, and fashion trends including licensed
relationships. We cannot be certain that there will continue to be a demand for our “make-your-own stuffed
animal” interactive experience, including our store design and brand appearance, or for our stuffed animals,
related apparel and accessories. A decline in demand for our interactive shopping experience, our stuffed
animals, related apparel or accessories, or a misjudgment of consumer preferences, fashion trends or the
demand for licensed products, including those that are associated with new movie releases, could have a
negative impact on our business, financial condition and results of operations. In addition, negative commentary
regarding our company or the products we sell may be posted on social media sites and other platforms at any
time and may negatively impact our reputation or business.
Our future success depends, in part, on the popularity and consumer demand for brands of licensors such
as Disney, NBCUniversal, Lucasfilm, Warner Bros., and Nintendo. If we are not able to meet our contractual
commitments or are unable to maintain licensing agreements with key brands, our business would be adversely
affected. There can be no certainty that our access to licensed brands will continue to be successful or enable
us to maintain high levels of sales in the future and the timing of future entertainment projects may not coincide
with the timing of previous successes impacting our ability to maintain sales levels. In addition, if we miscalculate
the market for our merchandise or the purchasing preferences of our guests, we may be required to sell a
significant amount of our inventory at discounted prices or even below costs, thereby adversely affecting our
financial condition and profitability.
If we are unable to renew, renegotiate or replace our store leases or enter into leases for new stores on
favorable terms, or if we violate any of the terms of our current leases, our revenue and profitability
could be harmed.
We lease all of our corporately-managed store locations. The majority of our store leases contain
provisions for base rent plus percentage rent based on sales in excess of an agreed upon minimum annual sales
level. Some store leases only include a provision for a percentage of a store's total sales, instead of a fixed base
rent amount. A number of our leases include a termination provision which applies if we do not meet certain
sales levels during a specified period, typically in the third to fourth year and the sixth to seventh year of the
lease, which may be at either the landlord’s option or ours. Although we have largely shifted our leases in North
America to shorter term leases to provide flexibility in aligning stores with market trends, this strategy has risk if
we renew leases at a time when commercial rental rates are higher than the rate we could have secured with a
longer-term lease. Furthermore, some of our leases contain various restrictions relating to change of control of
our company. Our leases also subject us to risks relating to compliance with changing shopping location rules
and the exercise of discretion by our landlords on various matters within these locations. We may not be able to
maintain or obtain favorable locations within these desirable shopping locations. The terms of new leases may
not be as favorable, which could cause an increase in store expenses negatively impacting overall profitability.
If we execute termination rights, we may incur expenses and charges associated with those closures that could
negatively impact our profitability.
Additionally, several landlords dominate the ownership of prime malls, particularly in the U.S. and Canada,
and because of our dependence on these landlords for a substantial number of our locations, any significant
erosion in their financial conditions or our relationships with these landlords could negatively affect our ability to
obtain and retain store locations. Further landlord consolidation may negatively impact our results of operations.
Our leases in the U.K. and Ireland also typically contain provisions requiring rent reviews every five years
in which the base rent that we pay is adjusted to current market rates. These rent reviews require that base rents
cannot be reduced if market conditions have deteriorated but can be changed “upwards only.” We may be
required to pay base rents that are significantly higher than we have projected. As a result of these and other
factors, we may not be able to operate our European store locations profitably. If we are unable to do so, our
results of operations and financial condition could be harmed, and we may be required to record significant
additional impairment charges.
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Failure to successfully execute our omnichannel and brand expansion strategy and the cost of our
investments in e-commerce and digital transformation may materially adversely affect our financial
condition and profitability.
The retail industry continues to rapidly evolve and consumers continue to increasingly embrace digital
shopping. As a result, the portion of total consumer expenditures with retailers occurring through digital platforms
is increasing and the pace of this increase could continue to accelerate.
Our strategy, which includes investments in e-commerce platforms, digital technology, and other consumer
initiatives, may not adequately or effectively allow us to continue to grow our e-commerce business,
increase sales, or grow our position in the specialty retail and gifting and collectibles markets such as adult to
adult gifting (e.g., Heartbox), adult driven affinity (e.g., The Bear Cave), and occasion gifting (e.g., graduation,
Valentine's Day). The success of our strategy will depend on our ability to continue building and delivering a
seamless omnichannel shopping experience for consumers. With an increasing allocation of capital expenditures
focused on digital initiatives, our failure to successfully execute on individual components of this initiative may
adversely affect our financial performance. In addition, a greater concentration of e-commerce sales could result
in a reduction in the amount of traffic in our brick-and-mortar locations and materially adversely affect our financial
performance.
Furthermore, the cost of certain investments in e-commerce and digital technology may adversely impact
our financial performance in the short-term and failure to realize the benefits of these investments may adversely
impact our financial performance over the longer term.
We are subject to risks associated with technology and digital operations.
Our operations are subject to numerous technology related risks, including risks related to the failure of the
computer systems that operate our point of sale and inventory systems, websites and mobile sites and their related
support systems. We engage key third-party business partners to support various functions of our business,
including, but not limited to, information technology, web hosting and cloud-based services. We, and those third-
party businesses that support us, are also subject to risks related to computer viruses, telecommunications
failures, and other disruptions. Also, we may require additional capital in the future to sustain or grow our
technological infrastructure and digital commerce capabilities.
Business risks related to technology and digital commerce include risks associated with the need to keep
pace with rapid technological change, internet security risks, risks of system failure or inadequacy, governmental
regulation and legal uncertainties with respect to the internet, and collection of sales or other taxes by additional
states or foreign jurisdictions. If any of these risks occur, it could have a material adverse effect on our business.
Further, as our online sales have increased and have become critical to our growth, the risk of any interruption of
our information technology system capabilities is heightened.
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We may not be able to evolve our store locations over time to align with market trends, successfully
diversify our store formats and business models in accordance with our strategic goals or
otherwise effectively manage our overall portfolio of stores which could adversely affect our ability to
grow and could significantly harm our profitability.
Our future results will largely depend on our ability to optimize and maintain store productivity and
profitability by strategically evolving our real estate portfolio to align with market trends while selectively opening
new locations and systematically refreshing our store base. For example, our real estate development initiatives
includes a focus on tourist locations due to changing consumer preferences and declining traditional mall traffic
and we cannot be certain that this strategy will be successful. Our ability to manage our portfolio of stores in future
years, in desirable locations, as well as to operate stores profitably, particularly in multi-store markets, are key
factors in our ability to achieve sustained profitable growth. We cannot be certain when or whether desirable
locations will become available, the number of Build-A-Bear Workshop stores that we can or will ultimately open,
or whether any such new or relocated stores can be profitably operated. We may decide to close other stores in
the future.
Additionally, in fiscal 2023 we operated 26 stores located within other retailers’ stores and 92 stores through
our "third-party wholesale" model and as such are subject to the operational risks of these companies, including
but not limited to, ineffective store operations, labor disputes and negative publicity, all of which could have a
negative impact on our sales and operating performance.
Our company-owned distribution center that services the majority of our stores in North America and our
third-party distribution center providers used in the western U.S. and Europe may be required to close and
operations may experience disruptions or may operate inefficiently.
The operation of our stores is dependent on our ability to distribute merchandise to locations throughout the
U.S., Canada, and Europe in a timely manner. We own a 350,000-square-foot distribution center in Groveport,
Ohio and rely on this warehouse to receive, store and distribute merchandise for the majority of our North
American locations and to our third-party retail partners. To operate this distribution center, our ability to meet
changing labor needs while controlling our costs is subject to external factors such as labor laws, regulations,
unemployment levels, prevailing wage rates, and changing demographics. In addition, we rely on third parties to
manage all of the warehousing and distribution aspects of our business in the western U.S. and Europe. For
example, as noted above, in Europe, we contract with a third-party distribution center in Selby, England under an
agreement that ends in January 2025. Any significant interruption in the operation of the distribution centers due
to natural disasters or severe weather, events such as fire, accidents, power outages, system failures, public
health issues such as pandemics or other health risks, or other unforeseen causes could damage a significant
portion of our inventory. These factors may also impair our ability to adequately stock our stores and fulfill
e-commerce orders and could decrease our sales and increase our costs associated with our supply chain.
INTERNATIONAL RISKS
We rely on a few global supply chain vendors to supply substantially all of our materials and merchandise,
and significant price increases or any disruption in their ability to deliver materials and merchandise could
harm our ability to source products and supply inventory to our stores.
We do not own or operate any factories that produce our plush products, clothing, shoes or accessories.
In fiscal 2023 we purchased 73% of our merchandise from five vendors, compared to 77% in fiscal 2022. These
vendors in turn contract for the production of merchandise with multiple manufacturing facilities. Prior to 2020,
over 90% of merchandise received annually was produced in China. However, our efforts to diversify our supply
chain reduced China sourcing to 63% of merchandise received as production shifted primarily to Vietnam, which
provided 29% of our merchandise in 2023. Our relationships with our vendors generally are on a purchase order
basis and do not provide a contractual obligation to provide adequate supply or acceptable pricing on a long-term
basis. Our vendors could discontinue sourcing merchandise for us at any time. If any of our significant vendors
were to discontinue their relationship with us, or if the factories with which they contract were to suffer a disruption
in their production, we may be unable to replace the vendors in a timely manner, which could result in short-term
or long-term disruption to our inventory flow or quality of the inventory as we transition our orders to new vendors
or factories which could, in turn, disrupt our store operations and have an adverse effect on our business, financial
condition and results of operations. Such disruptions may result from public health issues such as a pandemic,
weather related events, natural disasters, trade restrictions, tariffs, changes in local laws, work stoppages or
slowdowns, shipping capacity constraints, supply or shipping interruptions, geopolitical issues or other factors
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beyond our control. Additionally, in the event of a significant price increase from these suppliers, we may not be
able to find alternative sources of supply in a timely manner or raise prices to offset the increases, which could
have an adverse effect on our business, financial condition and results of operations.
We may not be able to operate our international corporately-managed locations profitably.
In addition to our U.S. locations, we currently operate stores in the U.K., Canada, and Ireland. Our future
success in international markets may be impacted by differences in consumer demand, regulatory and cultural
differences, economic conditions, public health issues such as pandemics, changes in foreign government policies
and regulations, changes in trading status, compliance with U.S. laws affecting operations outside the U.S., such
as the Foreign Corrupt Practices Act, as well as other risks that we may not anticipate. Brand awareness and
affinity in international markets may be lower than in the U.S. and we may face higher labor and rent costs, as
well as different holiday schedules. Although we have realized benefits from our operations in the U.K. and Ireland,
we may be unable to continue to do so on a consistent basis.
Additionally, we conduct business globally in many different jurisdictions with currencies other than U.S.
dollars. Our results could be negatively impacted by changes or fluctuations in currency exchange rates since we
report our consolidated financial results in U.S. dollars. For example, we may purchase products in U.S. dollars
but sell them to consumers in local currencies, which exposes us to foreign exchange risk, as described in “Our
merchandise is manufactured by foreign manufacturers and we transact business in various foreign countries,
and the availability and costs of our products, as well as our product pricing, may be negatively affected by risks
associated with international manufacturing and trade and foreign currency fluctuations” below. In addition, we
could experience restrictions on the transfer of funds to and from foreign countries, including potentially negative
tax consequences.
Our merchandise is manufactured by foreign manufacturers and we transact business in various foreign
countries, and the availability and costs of our products, as well as our product pricing, may be negatively
affected by risks associated with international manufacturing and trade and foreign currency fluctuations.
We purchase the majority of our merchandise directly from manufacturers in foreign countries, primarily in
China and Vietnam. Any event causing a disruption of imports, including the imposition of import restrictions, taxes
or fees, or labor strikes or lockouts and pandemics, could adversely affect our business. For example, our vendors
in China and Vietnam were temporarily closed for periods of time in 2021 and 2022 as a result of the COVID
pandemic, ceasing production of inventory and supplies. The flow of merchandise from our vendors could also be
adversely affected by financial or political instability in any of the countries in which the materials or goods we
purchase are manufactured, if the instability affects the production or export of merchandise from those countries.
We are subject to trade restrictions in the form of tariffs or quotas, or both, applicable to the products we sell as
well as to raw material imported to manufacture those products. Such tariffs or quotas are subject to change.
Our compliance with the regulations is subject to interpretation and review by applicable authorities. Change
in regulations or interpretation could negatively impact our operations by increasing the cost of and reducing the
supply of products available to us. In addition, decreases in the value of the U.S. dollar against foreign currencies,
particularly the Chinese renminbi and Vietnamese dong, could increase the cost of products we purchase from
our vendors. The pricing of our products in our stores may also be affected by changes in foreign currency rates
and require us to make adjustments that would impact our revenue and profit in various markets. We purchase
all inventory in U.S. dollars, and our foreign subsidiaries buy their inventory from us in their functional currency,
which exposes us to currency risk when their functional currencies fluctuate relative to the U.S. Dollar. Our
business may be adversely impacted by ongoing uncertainty, fluctuations in currency exchange rates, changes in
trade policies, or changes in labor, immigration, tax, data privacy or other laws. Any of these effects, among others,
could materially and adversely affect our business, results of operations, and financial condition.
If we are unable to effectively manage our international partner-operated locations, attract new partners
or if the laws relating to our international partners change, our growth and profitability could be adversely
affected, and we could be exposed to additional liability.
As of February 3, 2024, there were 74 Build-A-Bear Workshop international franchised stores and
international, third party operated locations. We cannot ensure that our international partners will be successful in
identifying and securing desirable locations or in operating their stores. International markets frequently have
different demographic characteristics, competitive conditions, consumer tastes and discretionary spending
patterns than our corporately-managed markets, which may impact the performance of these stores. Additionally,
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our international partners may experience financing, merchandising and distribution expenses and challenges that
are different from those we encounter in our corporately-managed markets. The operations and results of our
international partners could be negatively impacted by the economic, public health (such as a pandemic), or
political factors in the countries in which they operate or foreign currency fluctuations. These challenges, as well
as others, could have a material adverse effect on their business and in turn negatively impact our own business,
financial condition and results of operations.
The success of our franchising business depends upon our ability to attract and maintain qualified
franchisees with sufficient financial resources to develop and grow their operations and upon the ability of those
franchisees to successfully develop and operate their franchised stores. Franchisees may not operate stores in a
manner consistent with our standards and requirements, may not hire and train qualified managers and other
store personnel, may not operate their stores profitably and may not pay amounts due to us. As a result, our
franchising operations may not be profitable. Moreover, our brand image and reputation may suffer. If franchisees
perform below expectations, we may transfer those agreements to other parties, take over the operations directly
or discontinue the franchise agreement. Furthermore, the interests of franchisees might sometimes conflict with
our interests. For example, whereas franchisees are concerned with their individual business objectives, we are
responsible for ensuring the success of the Build-A-Bear brand and all of our stores. In addition, we have recently
terminated our franchise agreement covering India resulting in the closure of all stores.
A key growth initiative for our business is the global expansion of our unique experience locations through
international, third-party operated locations. At the end of fiscal 2023, we had one location open in Milan, Italy and
additional locations expected to be opened in 2024 and beyond. The success of this strategy is dependent on our
partners operating locations in a manner consistent with our standards and requirements, hiring and training
qualified personnel, and operating the stores profitably so as to continue the relationship. We do not have direct
control over our business partners and may not have visibility into their practices.
The laws of the various foreign countries in which our partners operate as well as compliance with U.S. laws
affecting operations outside the U.S., such as the Foreign Corrupt Practices Act, govern our relationships with our
partners. These laws, and any new laws that may be enacted, may detrimentally affect the rights and obligations
between us and our franchisees and could expose us to additional liability.
LEGAL, TECHNOLOGY AND INTELLECTUAL PROPERTY RISKS
We are subject to a number of risks related to disruptions, failures or security breaches of our information
technology infrastructure. If we improperly obtain or are unable to protect our data or violate privacy or
security laws or expectations, we could be subject to liability as well as damage to our reputation.
Information technology is a critically important part of our business operations. We depend on information
systems to process transactions, manage inventory, operate our websites, manage consumer databases,
purchase, sell and ship goods on a timely basis, and maintain cost-efficient operations. There is a risk that we
could experience a business interruption, theft of information, or reputational damage as a result of a cyber-attack,
such as an infiltration of a data center, or data leakage of confidential information either internally or at our third-
party providers. We may experience operational problems with our information systems as a result of system
failures, system implementation issues, viruses, malicious hackers, sabotage, code anomalies, “Acts of God,”
human error or other causes.
Our business involves the storage and transmission of consumers’ personal information, such as personal
preferences and credit card information. We invest in industry-standard security technology to protect our data
and business processes against the risk of data security breaches and cyber-attacks. Our data security
management program includes identity, trust, vulnerability and threat management business processes, as well
as enforcement of standard data protection policies such as Payment Card Industry compliance. We measure our
data security effectiveness through industry accepted methods and remediate critical findings. Additionally, we
certify our major technology suppliers and any outsourced services through accepted security certification
measures. We maintain and routinely test backup systems and disaster recovery, along with external network
security penetration testing by an independent third party as part of our business continuity preparedness. Internet
privacy is a rapidly changing area and we may be subject to future requirements and legislation that are costly to
implement and may negatively impact our results.
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While we believe that our security technology and processes are adequate in preventing security breaches
and in reducing cyber security risks, given the ever-increasing abilities of those intent on breaching cyber security
measures and given our reliance on the security and other efforts of third-party vendors, the total security effort
at any point in time may not be completely effective, and any such security breaches and cyber incidents could
adversely affect our business. Failure of our systems, including failures due to cyber-attacks that would prevent
the ability of systems to function as intended, could cause transaction errors, loss of consumers and sales, and
could have negative consequences to us, our employees, and those with whom we do business. In addition, our
workforce's combination of remote work, hybrid, and flexible work schedules opening us up for cyber-security
threats and potential breaches as a result of increased employee usage of networks other than company-
managed. Any security breach involving the misappropriation, loss, or other unauthorized disclosure of
confidential information could also severely damage our reputation, expose us to the risks of litigation and liability,
and harm our business. While we carry insurance that would mitigate the losses to an extent, such insurance may
be insufficient to compensate us for potentially significant losses.
We currently obtain and retain personal information about our website users, store shoppers and loyalty
program members. Federal, state and foreign governments have enacted or may enact laws or regulations
regarding the collection and use of personal information, with particular emphasis on the collection of information
regarding minors. Such regulation may also include enforcement and redress provisions. We have a stringent,
comprehensive privacy policy covering the information we collect from our guests and have established security
features to protect our consumer database and websites. While we have implemented programs and procedures
designed to protect the privacy of people from whom we collect information which may include information
regarding their children, and we intend for our websites to be fully compliant with all applicable regulations
including the Federal Children’s Online Privacy Protection Act, there can be no assurance that such programs will
conform to all applicable laws or regulations. If we fail to fully comply, we may be subjected to liability and damage
to our reputation. In addition, because our guest database primarily includes personal information of the parents
of children and children frequently interact with our websites, we are potentially vulnerable to charges from
parents, children’s organizations, governmental entities, and the media of engaging in inappropriate collection,
distribution or other use of data collected from children. Additionally, while we have security features, our security
measures may not protect users’ identities and our online safety measures may be questioned, which may result
in negative publicity or a decrease in visitors to our sites. If site users act inappropriately or seek unauthorized
contact with other users of the site, it could harm our reputation and, therefore, our business and we could be
subject to liability. For example, the EU General Data Protection Regulation - 2016/679 (“EU GDPR”) and related
guidance together with the UK General Data Protection Regulation ("UK GDPR," collectively with the EU GDPR,
the "GDPR"), and the California Consumer Privacy Act 2018, as amended by the California Privacy Rights Act
2020 (collectively "CCPA"), greatly increase the jurisdictional reach of EU and California law, respectively, and
adds a broad array of requirements related to personal data, including individual notice and opt-out preferences
and the public disclosure of significant data breaches. Additionally, violations of GDPR can result in fines
calculated as a percentage of a company’s annual revenue and CCPA provides civil penalty violations, as well as
a private right of action for data breaches. Other governments have enacted or are expected to enact similar data
protection laws and are considering data localization laws that require data to stay within their borders. All of these
evolving compliance and operational requirements impose significant costs and regulatory risks that are likely to
increase over time.
A determination that there have been violations of laws relating to our practices under communications-
based laws could also expose us to significant damage awards, fines and other penalties that could, individually
or in the aggregate, materially harm our business. In particular, because of our marketing and other promotional
texts, emails and other communications we send to our users, communications laws that provide a specified
monetary damage award or fine for each violation (such as those described below) could result in particularly
large awards or fines. For example, the Federal Communications Commission amended certain of its regulations
under the Telephone Consumer Protection Act, or TCPA, in 2012 and 2013 in a manner that has increased our
exposure to liability for certain types of telephonic communication with customers, including but not limited to text
messages to mobile phones. Under the TCPA, plaintiffs seek actual monetary loss or statutory damages of $500
per violation, whichever is greater, and courts could treble the damage award for willful or knowing violations.
Given the varied number of communications we send to our users, a determination that there have been violations
of the TCPA, or other communications-based statutes, has exposed us to significant damage awards that could,
individually or in the aggregate, materially harm our business. In 2021, a putative class action lawsuit was filed
against us asserting claims under the TCPA which was ultimately dismissed after we reached a settlement with
the plaintiff and an insurance carrier.
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We may fail to renew, register or otherwise protect our trademarks or other intellectual property and have
been sued by third parties for infringement or misappropriation of their proprietary rights, which could be
costly, distract our management and personnel and result in the diminution in value of our trademarks
and other important intellectual property.
Other parties have asserted and may assert in the future, trademark, patent, copyright or other intellectual
property rights that are important to our business. We cannot be certain that others will not seek to block the use
of or seek monetary damages or other remedies for the prior use of our brand names or other intellectual property
or the sale of our products or services as a violation of their trademark, patent or other proprietary rights. Defending
such claims, even claims without merit, have been time-consuming, and could result in costly settlements,
litigation or restrictions on our business and damage our reputation.
In addition, there may be prior registrations or use of intellectual property in the U.S. or foreign countries for
similar or competing marks or other proprietary rights of which we are not aware. In all such countries, it may be
possible for any third-party owner of a national trademark registration or other proprietary right to enjoin or limit
our expansion into those countries or to seek damages for our use of such intellectual property in such countries.
In the event a claim against us was successful and we could not obtain a license to the relevant intellectual
property or redesign or rename our products or operations to avoid infringement, our business, financial condition
or results of operations could be harmed. Securing registrations does not fully insulate us against intellectual
property claims, as another party may have rights superior to our registration, or our registration may be vulnerable
to attack on various grounds.
We may suffer negative publicity or be sued if the manufacturers of our merchandise or of Build-A-Bear
branded merchandise sold by our licensees ship any products that do not meet current safety standards
or production requirements or if such products are recalled or cause injuries.
Although we require our manufacturers to meet governmental safety standards, including food safety
regulations for certain locations, and our product specifications as well as submitting our products for testing, we
cannot fully control the materials used by, or the workmanship of, our manufacturers. Additionally, through our
agreements, our licensees are required to ensure that their manufacturers meet applicable safety and testing
standards. If any of these manufacturers ship merchandise that does not meet our required standards, we could
in turn experience negative publicity or be sued.
Many of our products are used by small children and infants who may be injured from usage if age grading
or warnings are not followed. We may decide or be required to recall products or be subject to claims or lawsuits
resulting from injuries. For example, we have voluntarily recalled six products in the past ten years due to possible
safety issues. While our vendors have historically reimbursed us for certain related expenses, negative publicity
in the event of any recall or if any children are injured from our products could have a material adverse effect on
sales of our products and our business, and related recalls or lawsuits with respect to such injuries could have a
material adverse effect on our financial position. Additionally, we could incur fines related to consumer product
safety issues from the regulatory authorities in the countries in which we operate. Although we currently have
liability insurance, we cannot assure you that it would cover product recalls or related fines, and we face the risk
that claims or liabilities will exceed our insurance coverage. Furthermore, we may not be able to maintain adequate
liability insurance in the future. While our licensing agreements typically indemnify us against financial losses
resulting from a safety or quality issue from Build-A-Bear branded products sold by our licensees, such
indemnification may not fully protect us financially and, whether or not it does, our brand reputation may be
negatively impacted.
We may suffer negative publicity or be sued if the manufacturers of our merchandise violate labor laws
or engage in practices that consumers believe are unethical.
We rely on our sourcing personnel to select manufacturers with legal and ethical labor practices, but we
cannot control the business and labor practices of our manufacturers. If one of these manufacturers violates labor
laws or other applicable regulations or is accused of violating these laws and regulations, or if such a manufacturer
engages in labor or other practices that diverge from those typically acceptable in the U.S., we could in turn
experience negative publicity, reputational harm, increased compliance and operating costs or be sued.
15
We may suffer negative publicity or a decrease in sales or profitability if the products from other
companies that we sell in our stores do not meet our quality standards or fail to achieve our sales
expectations.
We may expand our product assortment to include products manufactured by other companies. If sales of
such products do not meet our expectations or are impacted by competitors’ pricing, we may have to take
markdowns or employ other strategies to liquidate the product. If other companies do not meet quality or safety
standards or violate any manufacturing or labor laws, we may suffer negative publicity and may not realize our
sales plans.
We may suffer negative publicity and damage to our reputation if we do not continue to evolve
environmental, social, and governance initiatives in a timely manner.
The appeal of our brand may also depend on the success of our environmental, social and governance
("ESG") initiatives, which require company-wide coordination and alignment. We are working to manage risks and
costs to us, our licensees and our supply chain that are exposed to the effects of climate change as well as
diminishing fossil fuel and water resources. These risks include any increased public focus, including by
governmental and non-governmental organizations, on climate change and other environmental sustainability
matters, including packaging and waste, emissions, and land use. We may receive increased pressure to publish
an ESG report or otherwise expand our disclosures in these areas, make commitments, set targets or establish
additional goals and take actions to meet them, which could expose us to market, operational and execution costs
or risks. If we publish an ESG report or otherwise expand our ESG disclosures, the metrics we disclose whether
they be based on the standards we set for ourselves or those set by others, may influence our reputation and the
value of our brand. Our failure to accurately track or to achieve progress on any goals or objectives that we set on
a timely basis, or at all, could adversely affect our business, financial performance, and growth. By electing to
publicly set and share these metrics and expand upon our disclosures, we would also face increased scrutiny
related to ESG activities. As a result, we could experience damage to our reputation and the value of our brands
if we fail to act responsibly in the areas in which we report. Any such harm to our reputation or any failure or
perceived failure by us to adequately address ESG-related activities, including setting of metrics or enhancing
disclosures, could adversely affect our business, financial performance, and growth.
RISKS RELATED TO OWNING OUR COMMON STOCK
Fluctuations in our quarterly results of operations could cause the price of our common stock to
substantially decline.
Retailers generally are subject to fluctuations in quarterly results. Our operating results for one period may
not be indicative of results for other periods, and may fluctuate significantly due to a variety of factors, including:
•
•
•
•
•
•
•
•
•
•
the profitability of our stores;
increases or decreases in total revenues;
changes in general economic conditions and consumer spending patterns;
the timing and frequency of our marketing initiatives;
changes in foreign currency exchange rates;
seasonal shopping patterns;
the timing of store closures, relocations and openings and related expenses;
the effectiveness of our inventory management;
changes in consumer preferences;
the continued introduction and expansion of merchandise offerings including those associated with major
motion pictures;
16
•
actions of competitors or mall anchors and co-tenants;
• weather conditions and natural disasters;
•
•
•
public health issues such as pandemics, and associated impacts on store openings and store operations
the timing and frequency of national media appearances and other public relations events; and
the impact of a 53rd week in our fiscal year, which occurs approximately every six years, (e.g., occurred
in fiscal 2023).
If our future quarterly results fluctuate significantly or fail to meet the expectations of the investment
community, then the market price of our common stock could decline substantially.
Fluctuations in our operating results could reduce our cash flow, or trigger restrictions under our credit
agreement, cause use to be unable to repurchase shares at all, at the times or in the amounts we desire,
cause the results of our share repurchase program may not be as beneficial as we would like, or cause
us to discontinue our quarterly dividend program.
From time to time, we have repurchased shares under plans authorized by our Board of Directors, including
a $50 million program adopted in August 2022. Such programs generally do not require us to repurchase any
specific number of shares, and may be modified, suspended or terminated at any time without prior notice. Shares
repurchased under the program will be subsequently retired. If our cash flow decreases as a result of decreased
sales, increased expenses or capital expenditures or other uses of cash, we may not be able to repurchase shares
of our common stock at all or at times or in the amounts we desire. As a result, the results of any share repurchase
program may not be as beneficial as expected. Additionally, cash flow decreases could cause us to discontinue
the recently announced Board of Director approved quarterly dividend program. Our credit agreement restricts
our ability to repurchase shares and issue dividends when certain liquidity conditions exist.
Our relatively low market capitalization can cause the market price of our common stock to become
volatile.
During fiscal 2023, the trading price of our common stock fluctuated between $17.85 and $30.49 per share.
The market price of our common stock may be significantly affected by a number of factors, including, but not
limited to, actual or anticipated variations in our operating results or those of our competitors as compared to
analyst expectations, changes in financial estimates by research analysts with respect to us or others in the retail
industry, and announcements of significant transactions (including mergers or acquisitions, divestitures, joint
ventures, stock repurchases, dividends, or other strategic initiatives) by us or other similar companies. In addition,
the equity markets have experienced price and volume fluctuations that affect the stock price of companies in
ways that have been unrelated to an individual company’s operating performance. The price of our common stock
may continue to be volatile, based on factors specific to our company and industry, as well as factors related to
the equity markets overall. Moreover, we believe that such volatility has attracted the interest of activist
shareholders in the past and may continue to do so. Responding to activist shareholders can be costly and time-
consuming, and the perceived uncertainties as to our future direction resulting from responding to activist
strategies could itself then further affect the market price and volatility of our common stock.
Our certificate of incorporation and bylaws and Delaware law contain provisions that may prevent or
frustrate attempts to replace or remove our current management by our stockholders, even if such
replacement or removal may be in our stockholders’ best interests.
Our basic corporate documents and Delaware law contain provisions that might enable our management to
resist a takeover. These provisions:
•
•
•
restrict various types of business combinations with significant stockholders;
provide for a classified board of directors;
limit the right of stockholders to remove directors or change the size of the board of directors;
17
•
•
•
•
limit the right of stockholders to fill vacancies on the board of directors;
limit the right of stockholders to act by written consent and to call a special meeting of stockholders or
propose other actions;
require a higher percentage of stockholders than would otherwise be required to amend, alter, change or
repeal our bylaws and certain provisions of our certificate of incorporation; and
authorize the issuance of preferred stock with any voting rights, dividend rights, conversion privileges,
redemption rights and liquidation rights and other rights, preferences, privileges, powers, qualifications,
limitations or restrictions as may be specified by our board of directors.
These provisions may:
•
•
•
discourage, delay or prevent a change in the control of our company or a change in our management,
even if such change may be in the best interests of our stockholders;
adversely affect the voting power of holders of common stock; and
limit the price that investors might be willing to pay in the future for shares of our common stock.
GENERAL RISKS
We may not be able to operate successfully if we lose key personnel, are unable to hire qualified additional
personnel, or experience turnover of our management team.
The success of our business depends upon the quality of associates throughout our organization and our
ability to attract and retain qualified key employees. The loss of certain key employees, change in management
for strategic purposes, our inability to attract and retain other qualified key employees or a labor shortage that
reduces the pool of qualified candidates could have a material adverse effect on our business, financial condition
and results of operations. Impacts resulting from turnover of key management personal or a named executive
officer, such as the termination of our Chief Digital and Merchandising Officer as of February 3, 2024, could
materially harm our business or operating strategies.
We may be unsuccessful in acquiring businesses or engaging in other strategic transactions, which may
negatively affect our financial condition and profitability.
We may from time to time engage in discussions and negotiations regarding acquisitions or other strategic
transactions that could affect our financial condition, profitability or other aspects of our business. There can be
no assurance that we will be able to identify suitable acquisition targets that we believe complement our existing
business. There can also be no assurance that if we acquire a business, we will be successful in integrating it into
our overall operations, or that any such acquired company will operate profitably or will not otherwise adversely
impact our financial condition.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
18
ITEM 1C. CYBERSECURITY
We aim to foster and preserve the confidence of customers, employees, shareholders, and other
stakeholders regarding our technology and data practices. Our commitments to digital trust, aligned with our core
values of service, excellence, integrity, and individual respect, form the basis of our cybersecurity approach.
Cybersecurity Risk, Management and Strategy
We acknowledge the critical nature of evaluating, pinpointing, and addressing the significant risks posed by
cybersecurity threats. Our organization has established a comprehensive set of processes, technologies, and
mechanisms to support the identification, evaluation, and management of these risks. Central to our cybersecurity
strategy is the mitigation of threats, ensuring the robustness and reliability of our system infrastructures. We utilize
the guidelines provided by the National Institute of Standards and Technology (NIST) Cybersecurity Framework
to shape our cybersecurity initiatives and comply with the Payment Card Industry Data Security Standards where
necessary.
Our cybersecurity risk management is intricately integrated into our broader enterprise risk management
strategy. Our aim is to effectively identify, prioritize, and manage risks under robust governance, ensuring a secure
and resilient organizational environment.
The daily operational responsibility for our cybersecurity initiatives falls to our dedicated cybersecurity team,
headed by the Chief Technology Officer (CTO). This team collaborates with external partners to forge and execute
our data security and cybersecurity plans, including risk assessments, monitoring activities, and training for our
employees. We are committed to continually investing in the enhancement of our capabilities to identify, protect
against, and detect security threats.
We employ a suite of tools and services that support the continuous surveillance and reduction of cyber
risks. Our internal teams undertake regular audits and penetration testing throughout the year. External third-party
experts are enlisted annually to assess our cybersecurity maturity and conduct risk evaluations, besides offering
specialized knowledge on various cybersecurity matters. Our security operations center operates 24/7 to identify,
lessen, and react to cyber threats promptly. Defined protocols are in place to manage and mitigate any detected
cybersecurity incidents swiftly, with regular reviews of our policies and procedures to ensure compliance with
evolving regulatory standards and the dynamic threat landscape.
The Incident Response Team (IRT) at our company is a specialized, multidisciplinary group empowered to
act swiftly and effectively in managing and communicating cybersecurity incidents. The IRT operates under a
comprehensive incident response plan, detailing the procedures for preparing, detecting, responding to, and
recovering from cyber incidents. This includes triage, severity assessment, escalation, containment, investigation,
and remediation processes, in addition to meeting legal requirements and minimizing damage to the brand and
reputation. Regular tabletop exercises are conducted to simulate cyber incidents, enhancing our response
strategies, plans, and technology.
Our company ensures that all new hires and existing employees undergo data security and privacy training
annually, with additional specialized training for certain roles. Periodic campaigns and simulated phishing tests
are also conducted to maintain awareness and vigilance against potential risks.
Vendor security is maintained using programs that evaluate the risk associated with service providers and
business partners, focusing on the nature of data accessed or retained. This risk-based approach guides our due
diligence and security assessments for selected vendors, ensuring that our contracts reflect the necessary security
commitments.
Through the date of filing this Annual Report, cybersecurity threats, including as a result of any previous
cybersecurity incidents, have not materially affect our Company, including our business strategy, results of
operations, or financial condition. We have not encountered any significant incidents in the past fiscal year.
However, we are aware of the ongoing threats that could, if materialized, have a significant impact on our business
operations, strategies, or financial condition. Despite our rigorous cybersecurity efforts, we recognize that no
system is infallible, and thus we cannot guarantee complete efficacy in preempting or mitigating all potential cyber
threats. We continuously evaluate and disclose how identified cybersecurity risks, including those from past
incidents, could materially influence our operational, strategic, or financial landscapes.
19
Cybersecurity Governance
Our commitment to establishing a secure digital realm is underpinned by the structured governance and
management of our data security and privacy policies and strategies. Our Board of Directors, which has primary
responsibility for overseeing risk management, has delegated risk management oversight responsibility for
information systems, information security, data privacy and cybersecurity to the Audit Committee, a member of
which has extensive technology experience, including in the area of cybersecurity. The Audit Committee engages
in regular, at least quarterly, discussions on these topics, informed by reports from our IT Security Team led by
the CTO. Specific topics may include updates to the Company’s approach to cybersecurity risk management;
recent developments; key initiatives; the threat landscape; trends; and the results of certain assessments and
testing. Periodically, the Audit Committee also receives presentations on cybersecurity matters from third-party
cybersecurity experts. The Board of Directors receives reports from the Audit Committee chair on these and other
risk-related matters as deemed necessary.
Our cybersecurity initiatives are led by our CTO and our Director of Security, who holds a Bachelor of
Science, Management Information Systems and a Master of Science, Computer and Information Systems Security
and Information Assurance. In addition, our CTO and our Director of Security have Computer Hacking Forensics
Investigator and Certified Ethical Hacker certifications. Both, under the CTO’s leadership, have extensive
experience in managing information security, crafting cybersecurity strategies, and spearheading initiatives to
counter evolving cyber threats.
The Security and Technology Risk Leadership Committee, led by our CTO, oversees our cybersecurity
initiatives, and comprises technology leaders and members of various departments across the company. Similarly,
our Privacy, Data Governance, and Artificial Intelligence Committee, under the guidance of our Chief Privacy
Officer, oversees our privacy and data governance strategies.
ITEM 2.
PROPERTIES
Stores
We lease all of our store locations. As of February 3, 2024, we operated 359 retail stores located primarily
in major malls throughout the U.S., Canada, the U.K., and Ireland in our DTC segment.
Non-Store Properties
In addition to leasing all of our store locations, we own a warehouse and distribution center in Groveport,
Ohio, which is utilized primarily by our DTC segment. The facility is approximately 350,000 square feet and
includes our North American e-commerce fulfillment center. We lease 51,600 square feet in a building that we
use as our corporate headquarters in downtown St. Louis, Missouri with a lease of eleven years commencing in
June 2020. This lease was modified in March 2024 to increase the square footage of our corporate headquarters
to approximately 58,000 square feet without changing the term length. We also lease an approximately 1,870
square foot storage space in St. Louis, Missouri with the lease commencing in July 2023 and continuing through
July 2028. In the U.K., we lease approximately 6,500 square feet for our regional headquarters in Slough, England
under a lease that commenced in March 2016 with a term of 10 years. We also contract with a third-party
warehouse in southern California to service our West Coast stores. The contract has a one-year term and is
renewable. In Europe, we contract with a third-party distribution center in Selby, England under an agreement that
ends in January 2025. This agreement contains clauses that allow for termination if certain performance criteria
are not met. In Asia, we contract for office space and a third-party distribution center in Shanghai, China, with the
office space contract ending in August 2024 and the distribution center contract ending in April 2024.
ITEM 3.
LEGAL PROCEEDINGS
From time to time, we are involved in ordinary routine litigation typical for companies engaged in our line of
business, including actions seeking to enforce our intellectual property rights or to determine the validity and scope
of the proprietary rights of others. Information with respect to certain legal proceedings is set forth in Note 10
"Commitments and Contingencies" to the Consolidated Financial Statements (included in Part IV of this form
10-K) and is incorporated herein by reference.
ITEM 4.
MINE SAFETY DISCLOSURE
Not applicable.
20
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Common Stock
Our common stock is listed on the New York Stock Exchange (NYSE) under the symbol “BBW.” Our
common stock commenced trading on the NYSE on October 28, 2004.
Holders
As of April 15, 2024, the number of holders of record of the Company’s common stock totaled approximately
1,864.
Dividends
In fiscal 2023, our Board of Directors declared a special cash dividend of $1.50 per share that was paid on
April 6, 2023, to all stockholders of record as of March 23, 2023.
On March 13, 2024, our Board of Directors approved a new quarterly dividend program to evolve its strategic
use of capital and declared an initial quarterly dividend of $0.20 per share paid on April 11, 2024 to all
stockholders of record as of March 28, 2024. The Company intends to pay dividends quarterly in the future, subject
to market conditions and approval by the Board of Directors.
Securities Authorized for Issuance Under Equity Compensation Plans
Refer to Part III, Item 12, for information related to our equity compensation plan.
Issuer Purchases of Equity Securities
(c) Total
Number of
Shares (or
Units)
Purchased as
Part of
Publicly
Announced
Plans or
Programs
(b) Average
Price Paid Per
Share (or Unit)
(2)
(a) Total
Number of
Shares
(or Units)
Purchased (1)
(d) Maximum
Number (or
Approximate
Dollar Value) of
Shares (or
Units) that May
Yet Be
Purchased
Under the Plans
or Programs (3)
29,579,380
28,341,639
26,105,492
26,105,492
Period
Oct 29, 2023 - Nov 25, 2023 .........
Nov 26, 2023 - Dec 30, 2023 ........
Dec 31, 2023 - Feb 3, 2024 ..........
Total ...........................................
71,178 $
52,493
100,198
223,869 $
24.45
23.58
22.32
23.29
71,178 $
52,493
100,198
223,869 $
(1) Includes shares of our common stock delivered to us in satisfaction of the tax withholding obligation of
holders of restricted shares which vested during the quarter. Our equity incentive plans provide that the
value of shares delivered to us to pay the withholding tax obligations is calculated at the closing trading
price of our common stock on the date the relevant transactions occur.
(2) Average Price Paid Per Share includes commissions.
(3) On August 31, 2022, the Board of Directors adopted a share repurchase program authorizing the repurchase
of up to $50 million of our common stock. This program authorizes the Company to repurchase shares
through August 31, 2025 and does not require the Company to repurchase any specific number of shares,
and may be modified, suspended or terminated at any time without prior noticed. Shares repurchased under
the program will be subsequently retired.
Recent Sales of Unregistered Securities
There were no sales of unregistered securities during the past three years.
ITEM 6.
[RESERVED]
Not applicable.
21
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations
contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially
from the results discussed in the forward-looking statements. Factors that might cause such a difference include,
but are not limited to, those discussed in “Risk Factors” and elsewhere in this Annual Report on Form 10-K. The
following section is qualified in its entirety by the more detailed information, including our financial statements and
the notes thereto, which appears elsewhere in this Annual Report on Form 10-K.
Business Overview
Build-A-Bear Workshop, Inc. a Delaware corporation, was formed in 1997 as a mall-based, experiential
specialty retailer where children and their families could create their own stuffed animals by participating in the
stuffing, fluffing, dressing, accessorizing, and naming of their own teddy bears and other plush toys. We believe
the hands-on and interactive nature of our experience locations, our personal service model and engaging digital
shopping experiences result in guests forming an emotional connection with our brand. Over the last 26 years,
with more than 240 million furry friends sold to guests around the world, Build-A-Bear has become a brand with
high consumer awareness, positive affinity, and strong retail influence. We are leveraging this brand strength to
grow our brick-and-mortar retail footprint beyond traditional malls through a range of store sizes, formats and
locations including tourist destinations. We are also growing through our websites, which focus on gift-giving,
collectible merchandise, and licensed products. In addition to growing our corporately-managed store and e-
commerce footprint, we are also growing through third-party operated and franchised stores, particularly for our
international expansion. Our ongoing digital transformation, which touches our e-commerce business, consumer
loyalty program and digital marketing and content, has led to omni-channel growth over the past several years.
Build-A-Bear's pop-culture and multi-generational appeal have played a key role in growing our total addressable
market beyond children by adding teens and adults with entertainment and sports licensing, collectible and gifting
offerings, as well as by introducing new products and adding categories beyond plush.
We primarily operate through a vertical retail channel with corporately-managed stores that feature a unique
combination of experience and product in which guests can “make their own stuffed animals.” We also operate e-
commerce sites that focus on gift-giving, collectible merchandise and licensed products that appeal to consumers
that have an affinity for characters from a range of entertainment, sports, art, and gaming properties. Our engaging
digital purchasing experiences include our online “Bear-Builder,” an age-gated, adult-focused “Bear Cave” and
the “HeartBox” gift site. Our retail stores also act as mini distribution centers that provide efficient omnichannel
support for our growing digital demand. The primary consumer target for our brick-and-mortar locations is families
with children, while our e-commerce sites focus on collectors and gift givers that are primarily tweens, teens and
adults.
We also sell product and provide our unique “Bear Builder” experience through the two additional channels
of partner-operated and franchise-operated stores. Additionally, we offer products in non-plush consumer
categories via outbound licensing agreements with leading manufacturers.
Our strategy includes leveraging our brand strength to continue to strategically evolve our brick-and-mortar
retail footprint beyond traditional malls with a versatile range of formats and locations including tourist destinations,
expand into international markets primarily via our partner-operated and franchise store models, and grow our
e-commerce business. By leveraging our brand strength and owned intellectual properties through the creation of
engaging short-form and long-form content for kids and adults, we endeavor to develop a circle of continuous
engagement to increase purchase occasions and to continue to broaden the consumer base beyond children by
adding tweens, teens and adults with entertainment and sports licensing, plus collectible and gifting offerings.
As of February 3, 2024, we had 359 corporate-managed stores globally, 92 locations operating through our
"third-party retail" model in which we sell our products on a wholesale basis to other companies that then in turn
execute our retail experience, and 74 franchised stores operating internationally under the Build-A-Bear Workshop
brand. In addition to our stores, we sold product on our company-owned e-commerce sites.
22
We operate in three segments that share the same infrastructure, including management, systems,
merchandising and marketing, and generate revenues as follows:
• Direct to Consumer (“DTC”) – Corporately-managed retail stores located in the U.S., Canada, the U.K.,
Ireland, and two e-commerce sites;
• Commercial – Transactions with other businesses, mainly comprised of wholesale product sales and
•
licensing our intellectual property, including entertainment properties, for third-party use; and
International franchising – Royalties as well as product and fixture sales from other international
operations under franchise agreements.
Selected financial data attributable to each segment for fiscal 2023 and 2022 are presented in Note
15 — Segment Information to our consolidated financial statements included elsewhere in this Annual Report on
Form 10-K.
Our year-over-year results discussed below are impacted by an additional week in fiscal 2023 as it was a
53-week period compared to the 52-week period for fiscal 2022.
Our consolidated net income was $52.8 million in fiscal 2023 compared to net income of $48.0 million in
fiscal 2022. We believe that we have a concept that has broad demographic appeal which, for North American
stores open for the entire year averaged net retail sales per store of $1.2 million in fiscal 2023 and 2022.
We ended fiscal 2023 with no borrowings under our credit agreement and with $44.3 million in cash, cash
equivalents and restricted cash after investing $18.3 million in capital projects throughout the year. On August 31,
2022, we announced that our Board of Directors authorized a share repurchase program of up to $50.0 million,
and during fiscal 2023, we had utilized $20.5 million in cash to repurchase 896,603 shares under the stock
buyback program, leaving $26.1 million authorized outstanding.
On March 13, 2024, we announced that our Board of Directors approved a new quarterly dividend program
to evolve its strategic use of capital and declared an initial quarterly dividend of $0.20 per share paid on April 11,
2024 to all shareholders of record as of March 28, 2024. From the end of fiscal 2023 through April 15, 2024, the
Company utilized $5.1 million to repurchase $201,198 shares under the stock buyback program, leaving $21.0
million authorized outstanding.
Following is a description and discussion of the major components of our statement of operations:
Revenues
Net retail sales, commercial revenue and international franchising: See Note 3 — "Revenue" to the consolidated
financial statements for additional accounting information.
We use net retail sales per square foot as a performance measure for our business. The following table
details net retail sales per square foot for stores open throughout the fiscal year for the periods presented:
Fiscal year ended
February 3, January 28,
Net retail sales per square foot
North America (1) ................................................................................................. $
United Kingdom (2) ............................................................................................... £
2024
2023
495 $
629 £
479
679
(1)
(2)
Net retail sales per square foot in North America represents net retail sales from stores open throughout
the entire period in North America, excluding e-commerce sales, divided by the total leased square footage
of such stores.
Net retail sales per square foot in the U.K. represents net retail sales from stores open throughout the
entire period in the U.K., excluding e-commerce sales, divided by the total selling square footage of such
stores.
23
Costs and Expenses
Cost of merchandise sold: Cost of merchandise sold is driven primarily by our retail segment. Cost of
merchandise sold – retail includes the cost of the merchandise, including royalties paid to licensors of third party
branded merchandise, store occupancy cost, including store depreciation and store asset impairment charges (if
not disclosed separately due to materiality) (See Note 6 — "Property and Equipment, net" to the consolidated
financial statements for additional accounting information regarding store asset impairment), cost of warehousing
and distribution, packaging, stuffing, damages and shortages, and shipping and handling costs incurred in
shipment to customers. Retail gross profit is defined as net retail sales less the cost of merchandise sold - retail.
For the commercial segment, cost of merchandise includes the cost of merchandise sold to third-party retailers
on a wholesale basis for sale within their stores. For the franchise segment, cost of merchandise includes the sale
of furniture, fixtures, and supplies to our franchise partners.
Selling, general and administrative expense (“SGA”): These expenses include store payroll and benefits,
advertising, credit card fees, store supplies and normal store pre-opening and closing expenses as well as central
office general and administrative expenses, including costs for management payroll, benefits, incentive
compensation, travel, information systems, accounting, insurance, legal and public relations. These expenses
also include depreciation of central office assets and the amortization of other assets. Certain store expenses
such as credit card fees historically have increased or decreased proportionately with net retail sales. In addition,
bad debt expenses and recoveries and accounts receivable related charges are recorded in SGA.
Stores
Corporately-Managed Locations:
The number of Build-A-Bear Workshop stores in the U.S. and Canada (collectively, North America) and the U.K.
and Ireland (collectively, Europe) for the last two fiscal years is summarized as follows:
February 3, 2024
January 28, 2023
Fiscal year ended
Beginning of period ............
Opened ..............................
Converted ..........................
Closed ................................
End of period ......................
North
America Europe
38
2
-
(1 )
39
312
9
(1 )
-
320
Total
North
America Europe
305
9
-
(2 )
312
41
3
-
(6 )
38
350
11
(1 )
(1 )
359
Total
346
12
-
(8 )
350
During fiscal 2023, our retail business model continued to evolve to address changing shopping patterns by
diversifying our locations, formats and geographies. We are updating our store portfolio with our Discovery format,
which represented 47% of our store base as of February 3, 2024. During fiscal 2023, we executed 9 planned new
store openings in North America, with six being opened under the Discovery format, one of which was in a tourist
site. Temporary locations generally have lease terms of two to eighteen months. These specific sites are designed
to capitalize on short-term opportunities. In the future, we expect to close certain stores in accordance with natural
lease events as an ongoing part of our real estate management and day-to-day operational plans.
Third-Party Retail Locations:
The number of third-party retail locations opened and closed for the periods presented below is summarized
as follows:
Fiscal year ended
February 3,
2024
January 28,
2023
Beginning of period ......................................................................................
Opened ........................................................................................................
Closed ..........................................................................................................
End of period ................................................................................................
70
22
-
92
61
13
(4)
70
24
Through our third-party retail model, there were 92 stores in operation at the end of fiscal year 2023 with
relationships that included Carnival Cruise Line, Great Wolf Lodge Resorts, Landry's and Girl Scouts of the
USA. The third-party retail model is capital light for us, with the partner company building out and operating the
workshops including providing the real estate location and covering the cost of labor and inventory, which is
purchased on a wholesale basis. These locations are heavily-weighted to the hospitality industry, which allow us
to further advance our focus on experience location expansion in non-traditional and tourist areas, as well as shop-
in-shop arrangements within other retailers’ stores.
International Franchise Locations:
Our first franchisee location was opened in November 2003. All franchised stores generally have similar
signage, store layout and merchandise assortments as our corporately-managed stores. As of February 3, 2024,
we had five master franchise agreements, which typically grant franchise rights for a particular country or group
of countries, covering an aggregate of eight countries.
The number of international, franchised stores opened and closed for the periods presented below is
summarized as follows:
Fiscal year ended
February 3,
2024
January 28,
2023
Beginning of period .....................................................................................
Opened ....................................................................................................
Closed ......................................................................................................
End of period ...............................................................................................
68
12
(6 )
74
As of February 3, 2024, the distribution of franchised locations among these countries was as follows:
South Africa ............................................................................................................................
Australia (1) ..............................................................................................................................
China (2) ...................................................................................................................................
Gulf States (3) ..........................................................................................................................
Chile ........................................................................................................................................
Total ........................................................................................................................................
72
12
(16 )
68
21
20
8
14
11
74
(1) Australia master franchise agreement includes New Zealand where one store is currently open.
(2) China master franchise agreement includes Hong Kong where two stores are currently open.
(3) Gulf States master franchise agreement includes Kuwait, Qatar and the United Arab Emirates which all
have stores as well as Bahrain and Oman where no stores are currently open.
In the ordinary course of business, we anticipate signing additional master franchise agreements in the future
and terminating other such agreements. We source fixtures and other supplies for our franchisees from China
which significantly reduces the capital and lowers the expenses required to open franchises. We are leveraging
new formats that have been developed for our corporately-managed locations such as concourses and shop-in-
shops with our franchisees.
25
Results of Operations
Fiscal 2023 Overview
Our performance continues to reflect the success of our strategy which has allowed us to put the building
blocks in place to develop a powerful platform to support our initiatives to deliver consistent profitable growth. We
believe our elevated omnichannel business model, which includes a highly profitable e-commerce and experiential
retail store base, complimented by diversified revenue streams and disciplined expense and balance sheet
management, puts us in a solid position for continued future success. We delivered a full year pre-tax profit of
$66.3 million, which was the highest in our company’s 26-year history. In response to a variety of external
pressures including changes in consumer shopping habits resulting in the rapid rise of the digital economy and
shifting mall traffic patterns, we remained focused on accelerating and expanding our key initiatives by investing in
and executing plans to improve operations and profitability. We believe that the majority of our positive
performance was driven by the disciplined execution of our strategic initiatives, including leveraging our financial
management to invest in growth initiatives, to contribute to a 3.9% increase in total revenue to $486.1 million in
fiscal 2023. We ended the year with cash and cash equivalents of $44.3 million with no outstanding borrowings
on our credit facility. During fiscal 2023, the Company returned over $42 million to shareholders through
$20.5 million in share repurchases and $22.0 million special dividend.
The following table sets forth, for the periods indicated, selected statement of operations data expressed as
a percentage of total revenues, except where otherwise indicated. Percentages may not total due to immaterial
rounding:
Fiscal year ended
February 3,
2024
January 28,
2023
Revenues:
Net retail sales ............................................................................
Commercial revenue ..................................................................
International franchising .............................................................
Total revenues ...............................................................
93.9 %
5.2
0.9
100.0
Costs and expenses:
Cost of merchandise sold - retail (1) ............................................
Cost of merchandise sold - commercial (1) .................................
Cost of merchandise sold - international franchising (1) .............
Total cost of merchandise sold .....................................
Consolidated gross profit ..................................................................
Selling, general and administrative ............................................
Interest expense (income), net ...................................................
Income before income taxes .........................................
Income tax expense ..........................................................................
Net income ....................................................................
45.3
47.6
62.1
45.6
54.4
40.9
(0.2 )
13.6
2.8
10.9
95.3 %
4.0
0.7
100.0
47.4
46.4
61.4
47.5
52.5
39.3
0.0
13.2
3.0
10.3
Retail gross margin (2) .......................................................................
54.7 %
52.6 %
(1) Cost of merchandise sold – retail is expressed as a percentage of net retail sales. Cost of merchandise sold
– commercial is expressed as a percentage of commercial revenue. Cost of merchandise sold - international
franchising is expressed as a percentage of international franchising revenue.
(2) Retail gross margin represents net retail sales less cost of merchandise sold – retail; retail gross margin
percentage represents retail gross margin divided by net retail sales.
26
Fiscal Year Ended February 3, 2024 Compared to Fiscal Year Ended January 28, 2023
Fiscal 2023 was impacted by an additional week as it was a 53-week period, which is compared to 52 weeks in
fiscal 2022.
Total revenues. Net retail sales were $456.2 million for fiscal 2023, compared to $446.2 million for fiscal 2022,
an increase of $10.0 million or 2.2%, compared to the prior year. The components of this increase are as follows:
Fiscal year ended
February 3, 2024
(dollars in millions)
Impact from:
Existing stores .....................................................................................................................
E-commerce ........................................................................................................................
New stores ..........................................................................................................................
Store closures .....................................................................................................................
Gift card breakage ..............................................................................................................
Foreign currency translation ...............................................................................................
53rd Week ..........................................................................................................................
Other ...................................................................................................................................
(0.1 )
(3.2 )
7.3
(4.0 )
1.2
0.7
6.9
1.2
10.0
The retail revenue increase was primarily the result of the 53rd week in the fiscal year, new store openings,
and an increase in gift card breakage recorded, partially offset by a decrease in digital sales.
Commercial revenue was $25.4 million for fiscal 2023 compared to $18.5 million for fiscal 2022,
an increase of $6.9 million or 37.2% primarily due to increased sales volume from our commercial accounts
through our third-party retail model.
Revenue from international franchising was $4.5 million for fiscal 2023 compared to $3.2 million for fiscal
2022. This $1.3 million or 40.6% increase was primarily due to having more stores in operation in 2023 compared
to the same period in 2022.
Retail gross margin. Retail gross margin was $249.3 million in fiscal 2023 compared to $234.7 million in
fiscal 2022, an increase of $14.6 million or 6.2%. As a percentage of net retail sales, retail gross margin increased
to 54.6% for fiscal 2023 from 52.6% for fiscal 2022, or 200 basis points as a percentage of net retail sales. The
increase in gross margin was the result of lower freight expenses in 2023 compared to 2022.
Selling, general and administrative. Selling, general and administrative expenses were $199.0 million
or 40.9% of consolidated revenue for fiscal 2023 as compared to $183.9 million or 39.3% of consolidated revenue
for fiscal 2022. The increase in overall expense was driven by higher store-level wages due to inflation and the
addition of talent and other investments to support growth, including an advertising expense increase of $4.7
million or 23.9% compared to fiscal 2022.
Interest expense (income), net. For fiscal 2023, we had $0.9 million of interest income compared to an
immaterial amount of interest expense in fiscal 2022, resulting from higher interest rates.
Provision for income taxes. The provision for income taxes was $13.5 million in fiscal 2023 compared to
$13.9 million in fiscal 2022. The 2023 effective rate of 20.4% differed from the statutory rate of 21% primarily due
to the reversal of the valuation allowance in the U.K. partially offset by state income tax expense. The 2022
effective rate of 22.5% differed from the statutory rate of 21% primarily due to state income tax expense.
27
Non-GAAP Financial Measure - Earnings before Interest, Taxes, Depreciation, and Amortization
We believe that earnings before interest, taxes, depreciation, and amortization ("EBITDA") provides
meaningful information about our operational efficiency by excluding the impact of differences in tax jurisdictions
and structures, debt levels, and capital investment. Additionally, this measure is the metric used for portions of
the Company's incentive compensation structure. This measure is not in accordance with, or an alternative to,
GAAP. The most comparable GAAP measure is income before income taxes, or pre-tax income. EBITDA should
not be considered in isolation or as a substitution for analysis of our results as reported in accordance with GAAP.
Other companies may calculate EBIT and EBITDA differently, limiting the usefulness of the measures for
comparisons with other companies. The following table sets forth, for the periods indicated, the components of
EBITDA (dollars in millions):
Income before income taxes (pre-tax) ..................................................
Interest expense (income), net..............................................................
Depreciation and amortization expense ................................................
Earnings before interest, taxes, depreciation, and amortization ........... $
Fiscal year ended
February 3, 2024 January 28, 2023
61,924
19
12,482
74,425
66,329
(929 )
13,657
79,057 $
EBITDA for fiscal 2023 was $79.1 million, compared to $74.4 million for fiscal 2022, an increase of $4.7
million compared to the prior year period. The overall increase in EBITDA was driven by lower freight expense,
leverage of warehouse costs, and the impact of the 53rd week in fiscal 2023.
Liquidity and Capital Resources
Our cash requirements are primarily for the opening, remodeling or reformatting of stores, installation and
upgrades of information systems and working capital. Over the past several years, we have met these
requirements through cash generated from operations.
Fiscal year ended
February 3,
2024
January 28,
2023
Net cash provided by operating activities ............................................... $
Net cash used in investing activities .......................................................
Net cash used in financing activities .......................................................
Effect of exchange rates on cash ............................................................
Increase (decrease) in cash, cash equivalents and restricted cash .... $
64,310 $
(18,295)
(43,901)
15
2,129 $
47,276
(13,634)
(25,056)
767
9,353
Operating Activities. Cash flows provided by operating activities were $64.3 million and $47.3 million in fiscal
years 2023 and 2022, respectively. Cash flows from operating activities increased in fiscal 2023 as compared to
fiscal 2022 primarily driven by a decrease in cash spent on inventory purchases and increased sales volume,
resulting in higher net income.
Investing Activities. Cash flows used in investing activities were $18.3 million and $13.6 million in fiscal
years 2023 and 2022, respectively. Cash used in investing activities in fiscal 2023 increased as compared to
fiscal 2022 primarily driven by an increase in spending on capital expenditures related to information technology
projects and new store openings.
Financing Activities. Financing activities used cash of $43.9 million in fiscal 2023 compared to $25.1
million in fiscal 2022. Cash used in financing activities in fiscal 2023 increased as compared to fiscal 2022, driven
primarily by the repurchases of our common stock for $20.5 million throughout fiscal 2023 and dividends paid of
$22.1 million.
Capital Resources. As of February 3, 2024, we had a cash balance of $44.3 million, of which 81% was
domiciled within the U.S, after investing $18.3 million in capital projects throughout the year.
28
We have a revolving credit and security agreement with PNC Bank, as agent, that provides for a secured
revolving loan in aggregate principal of up to $25.0 million, subject to a borrowing base formula. As of February 3,
2024, borrowings under the agreement would bear interest at (a) a base rate determined under the agreement, or
(b) the borrower's option, at a rate based on SOFR, plus in either case a margin based on average undrawn
availability as determined in accordance with the agreement. As of February 3, 2024, we had a borrowing base
of $25.0 million. As a result of a $250,000 letter of credit against the line of credit at the end of fiscal 2023,
approximately $24.7 million was available for borrowing. As of February 3, 2024, we had no outstanding
borrowings.
During fiscal 2023, we utilized $20.5 million in cash to repurchase 896,603 shares under the $50.0 million
program authorized by our Board of Directors in August 31, 2022. As of April 15, 2024, we have repurchased a
total of $26.9 million to purchase 1,149,018 shares, leaving $19.6 million available.
During the first quarter of fiscal 2024, our Board of Directors declared an initial quarterly dividend of $0.20
per share paid on April 11, 2024 to all shareholders of record as of March 28, 2024.
As of February 3, 2024, we had restricted cash of $0.4 million compared to $0.5 million as of January 28,
2023, resulting in an immaterial difference in activity.
Most of our retail stores are located within shopping malls and all are operated under leases classified as
operating leases. Our leases in North America tend to be shorter term leases to provide flexibility in aligning stores
with market trends. During fiscal 2023, lease extensions began to have longer terms as we have secured longer
deals with more favorable terms. Our leases typically require us to pay personal property taxes, our pro rata share
of real property taxes of the shopping mall, our own utilities, repairs and maintenance in our store, a pro rata share
of the malls’ common area maintenance and, in some instances, merchant association fees and media fund
contributions. Many leases contain incentives to help defray the cost of construction of a new store. Typically, a
portion of the incentive must be repaid to the landlord if we choose to terminate the lease prior to its contracted
term. In addition, some of these leases contain various restrictions relating to change in control of our company.
Our leases also subject us to risks relating to compliance with changing mall rules and the exercise of discretion
by our landlords on various matters, including rights of termination in some cases. Rents are invoiced monthly
and paid in advance.
Our leases in the U.K. and Ireland typically have terms of ten years and generally contain a provision
whereby every fifth year the rental rate can be adjusted to reflect the current market rates. The leases typically
provide the lessee with the first right for renewal at the end of the lease. We may also be required to make deposits
and rent guarantees to secure new leases as we expand. Real estate taxes also change according to government
time schedules to reflect current market rental rates for the locations we lease. Rents are invoiced monthly or
quarterly and paid in advance.
Capital spending in fiscal 2023 totaled $18.3 million and was primarily used to support our ongoing digital
initiatives and new store openings.
We have various contractual or other obligations, including operating lease commitments and obligations
under deferred compensation plans. Additional information is provided in the notes to our consolidated financial
statements. As of February 3, 2024, we had purchase obligations totaling approximately $84.7 million, of which
$26.0 million are due in the next 12 months. We believe our operating cash flows are sufficient to meet our material
cash requirements for at least the next 12 months.
We have no off-balance sheet arrangements as of February 3, 2024.
Inflation
The impact of higher inflation on the Company's business operations was seen throughout fiscal 2022 and
continued to adversely affect our business in fiscal 2023, mainly through rising store labor costs. However,
we continue to take mitigating actions, such as select strategic price increases on highly sought-after products,
and leveraging distribution costs. We continue to monitor the impact of inflation on our business operations on an
ongoing basis and may need to adjust our prices further to mitigate the impacts of changes to the rate of inflation
during 2023 or in future years. Future volatility of general price inflation and the impact of inflation on costs and
availability of materials, costs for shipping and warehousing and other operational overhead could adversely affect
our financial results. Inflationary pressures may be exacerbated by higher transportation costs due to war and
29
other geopolitical conflicts, such as the current Russia-Ukraine conflict, tension between China and Taiwan, and
the Israel-Hamas conflict. We cannot provide an estimate or range of impact that such inflation may have on our
future results of operations. However, if we are unable to recover the impact of these costs through price increases
to our guests, or if consumer spending decreases as a result of inflation, our business, results of operations,
financial condition and cash flows may be adversely affected. In addition, ongoing inflation in product costs may
result in lower gross margin rates if we elect to maintain higher inventory reserves to mitigate anticipated higher
costs.
Critical Accounting Policies and Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires
the appropriate application of certain accounting policies, which require us to make estimates and assumptions
about future events and their impact on amounts reported in our financial statements and related notes. Since
future events and their impact cannot be determined with certainty, the actual results will inevitably differ from our
estimates. Such differences could be material to the financial statements.
We believe application of accounting policies, and the estimates inherently required therein, are reasonable.
These accounting policies and estimates are periodically reevaluated, and adjustments are made when facts and
circumstances dictate a change. Historically, we have found our application of accounting policies to be
appropriate, and actual results have not differed materially from those determined using necessary estimates.
Our accounting policies are more fully described in Note 2 - "Summary of Significant Accounting Policies" to
our consolidated financial statements, which appear elsewhere in this Annual Report on Form 10-K. We have
identified the following critical accounting estimates:
Long-Lived Asset Impairments
In accordance with ASC 360-10-35, we assess the potential impairment of long-lived assets, which include
property, plant and equipment and operating lease right-of-use assets (subsequent to the adoption of ASC 842,
Leases) when events or changes in circumstances indicate that the carrying value may not be recoverable.
Management's judgments regarding the existence of impairment indicators are based on market conditions and
financial performance. Recoverability is measured by comparing the carrying amount of an asset, or asset group,
to expected future net cash flows generated by the asset, or asset group. If the carrying amount exceeds its
estimated undiscounted future cash flows, the carrying amount is compared to its fair value and an impairment
charge is recognized to the extent of the difference. For operating lease right-of-use assets, we determine the fair
value of the lease right-of-use assets by comparing the contractual rent payments to estimated market rental
rates. Fair value is calculated as the present value of estimated future cash flows for each asset group.
For purposes of evaluating store assets for impairment, we have determined that each store location is an
asset group, inclusive of the right-of-use asset attributable to each store. Factors that we consider important which
could individually or in combination trigger an impairment review include, but are not limited to, the following:
(1) significant underperformance relative to historical or projected future operating results; (2) significant changes
in the manner of our use of the acquired assets or the strategy for our overall business; and (3) significant changes
in our business strategies and/or negative industry or economic trends. We assess events and changes in
circumstances or strategy that could potentially indicate that the carrying value of long-lived assets may not be
recoverable as they occur. Due to the significance of the fourth quarter to individual store locations, we assess
store performance quarterly, using rolling twelve-month results (i.e. full fiscal year). We consider a historical and/or
projected negative cash flow trend for a store location to be an indicator that the carrying value of that asset group
may not be recoverable. Impairment charges related to this assessment are typically included in Store asset
impairment as a component of income (loss) before income taxes in the DTC segment. See Note 4 - "Leases"
and Note 6 - "Property and Equipment, net" to our consolidated financial statements for further discussion.
During fiscal 2023 and 2022, we recorded immaterial impairment charges on long-lived assets. As a
measure of sensitivity for fiscal 2023, a hypothetical 10% decrease in the undiscounted future cash flows for the
stores would have resulted in immaterial impairments for the year.
Additionally, we consider a more likely than not assessment that an individual location will close prior to the
end of its lease term as a triggering event to review the store asset group for recoverability. These assessments
are reviewed on a quarterly basis. When indicated, the carrying value of the assets is reduced to fair value,
calculated as the estimated future cash flows for each asset group.
30
In the event that we decide to close any or all of these stores in the future, we may be required to record
additional impairments, lease termination fees, severance and other charges. Impairment losses in the future are
dependent on a number of factors such as site selection, general economic trends, public health issues (such as
a pandemic), and thus could be significantly different than historical results. The assumptions used in future
calculations of fair value may change significantly which could result in further impairment charges in future
periods.
Revenue Recognition
For the Company’s gift cards, revenue is deferred for single transactions until redemption including any
related gift card discounts. Approximately 80% of gift cards are redeemed within three years of issuance and over
the last three years, approximately 65% of gift cards issued have been redeemed within the first twelve months.
In addition, unredeemed gift cards or breakage revenue is recorded in proportion to the customer’s redemption
pattern using an estimated breakage rate based on historical experience. Subsequent to stores reopening
following shutdowns caused by COVID, the Company experienced lower redemptions of its gift cards for all
periods of outstanding activated cards compared to pre-pandemic redemption patterns (fiscal year 2019 and
earlier), which impacts the gift card breakage rate. The Company does not believe that the redemption pattern
experienced during the pandemic reflects the pattern in the future and has adjusted the historical redemption data
used to calculate the breakage rate. The Company continues to evaluate expected breakage annually and adjusts
the breakage rates in the fourth quarter of each year, or other times, if significant changes in customer behavior
are detected. Changes to breakage estimates impact revenue recognition prospectively. Further, given the
magnitude of the Company's gift card liability, the changes in breakage rates could have a significant impact on
the amount of breakage revenue recognized in future periods. As a matter of sensitivity, a hypothetical 1%
change in our gift card breakage rate in fiscal 2023 would have resulted in a change in breakage revenue of $1.0
million.
For certain qualifying transactions, a portion of revenue transactions are deferred for the obligation related
to our loyalty program or when a material right in the form of a future discount is granted. In these transactions,
the transaction price is allocated to the separate performance obligations based on the relative standalone selling
price. The standalone selling price for the points earned for our loyalty program is estimated using the net retail
value of the merchandise purchased, adjusted for estimated breakage based on historical redemption patterns.
The revenue associated with the initial merchandise purchased is recognized immediately and the value assigned
to the points is deferred until the points are redeemed, forfeited or expired. A hypothetical 1% change in
redemption patterns our loyalty program would result in a change in deferred revenue of approximately $0.1
million.
In regard to the consolidated balance sheet, contract liabilities for gift cards are classified as gift cards and
customer deposits, and contract liabilities related to the loyalty program are classified as deferred revenue and
other.
See Note 3 - "Revenue for additional information".
Leases
We determine if an arrangement is a lease at inception. The right-of-use assets and liabilities are recognized
at the commencement date based on the present value of lease payments using a discounted cash flow analysis,
considering lease terms and our internal borrowing rate, over the lease term for those arrangements where there
is an identified asset and the contract conveys the right to control its use. Our lease term includes options to
extend or terminate a lease only when it is reasonably certain that we will exercise that option.
The majority of our leases do not provide an implicit rate and therefore, we estimate the incremental
borrowing discount rate on a periodic basis. The discount rates used are indicative of a synthetic credit rating
based on quantitative and qualitative analysis and adjusted one notch higher to estimate a secured credit rating.
For non-U.S. locations, a risk-free rate yield based on the currency of the lease is used to estimate the incremental
borrowing rate.
31
Income Taxes
We recognize deferred tax assets resulting from tax credit carryforwards and deductible temporary
differences between taxable income on our income tax returns and income before taxes under GAAP. Deferred
tax assets generally represent future tax benefits to be received when these carryforwards can be applied against
future taxable income or when expenses previously reported in our consolidated financial statements become
deductible for income tax purposes. A deferred tax asset valuation allowance is required when some portion or
all of the deferred tax assets may not be realized. We consider the weight of all available evidence, both positive
and negative, in assessing the realizability of the deferred tax assets by each taxing jurisdiction. We evaluate the
sustained profitability and three years of cumulative income in each jurisdiction and consider the Company’s ability
to carry back its tax losses or credits for refunds, the availability of tax planning strategies, reversals of existing
taxable temporary differences and projections of future taxable income. As we had incurred a cumulative book
loss in the U.K. over the three-year period ended February 2, 2019, we evaluated the realizability of our UK
deferred tax assets and, accordingly, in the fourth quarter of fiscal 2018, the Company recorded a $3.7 million
valuation allowance on its U.K. deferred tax assets. In the fourth quarter of fiscal 2023, the Company recorded a
benefit of $5.1 million for the reversal of the valuation allowance on deferred tax assets expected to be realized in
the U.K. The positive evidence considered in our assessment of the realizability of the deferred tax assets included
the generation of significant positive cumulative income in the U.K. for the three-year period ending with fiscal
2023, the implementation of tax planning strategies, and projections of future taxable income. The Company
maintains a valuation allowance in certain other foreign jurisdictions. Changes in the valuation allowance in fiscal
2023 primarily related to the U.K. valuation reversal, balance sheet adjustments and functional currency
fluctuations.
Significant judgment is required in evaluating our uncertain tax positions. We establish accruals for uncertain
tax positions when we believe that the full amount of the associated tax benefit may not be realized. In the future,
if we prevail in matters for which accruals have been established previously or pay amounts in excess of reserves,
there could be an effect on our income tax provisions in the period in which such determination is made. Tax
authorities regularly examine the Company’s returns in the jurisdictions in which the Company does business.
Management regularly assesses the tax risk of the company’s return filing positions and believes its accruals for
uncertain tax benefits are adequate as of February 3, 2024 and January 28, 2023.
Recent Accounting Pronouncements
See Note 2 – "Summary of Significant Accounting Policies" for additional information.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements and schedules are listed under Item 15(a)(1) and filed as part of this Annual Report on
Form 10-K.
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
32
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our President and Chief Executive Officer and Chief Financial
Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in
Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)),
as of the end of the period covered by this report. Our disclosure controls and procedures are designed to ensure
that information we are required to disclose in the reports filed or submitted under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is
accumulated and communicated to management, including our certifying officers, as appropriate to allow timely
decisions regarding required disclosure. Based on the foregoing evaluation, our management, including the
President and Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and
procedures were effective as of February 3, 2024, the end of the period covered by this Annual Report.
It should be noted that our management, including the President and Chief Executive Officer and the Chief
Financial Officer, does not expect that our disclosure controls and procedures or internal controls will prevent all
error and all fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not
absolute, assurance that the objectives of the control system are met. Further, the design of a control system must
reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their
costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any, within the Company have been detected. These
inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can
occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of
some persons, by collusion of two or more people, or by management override of the controls. The design of any
system of controls is based in part upon certain assumptions about the likelihood of future events, and there can
be no assurance that any design will succeed in achieving its stated goals under all potential future conditions;
over time, controls may become inadequate because of changes in conditions, or the degree of compliance with
the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system,
misstatements due to error or fraud may occur and not be detected.
Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial
reporting, as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. Under the supervision and with
the participation of our management, including the President and Chief Executive Officer and the Chief Financial
Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of
February 3, 2024. Our management, with the participation of our President and Chief Executive Officer and our
Chief Financial Officer, also conducted an evaluation of our internal control over financial reporting to determine
whether any changes occurred during the period covered by this report that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting. All internal control systems have
inherent limitations, including the possibility of circumvention and overriding the control. Accordingly, even
effective internal control can provide only reasonable assurance as to the reliability of financial statement
preparation and presentation. Further, because of changes in conditions, the effectiveness of internal control may
vary over time.
The Company’s independent registered public accounting firm, Ernst & Young LLP, has audited the
Company’s Consolidated Financial Statements included in this Annual Report on Form 10-K and the effectiveness
of the Company’s internal control over financial reporting as of February 3, 2024 and has issued an attestation
report expressing an unqualified opinion on the effectiveness of the Company’s internal control over financial
reporting, as stated in their report located below.
In making its evaluation, our management used the criteria set forth by the Committee of Sponsoring
Organizations of the Treadway Commission in Internal Control-Integrated Framework (2013 framework). Based
upon this evaluation, our management has concluded that our internal control over financial reporting as
of February 3, 2024 is effective.
33
Changes in Internal Control over Financial Reporting
The Company’s management, with the participation of the Company’s President and Chief Executive Officer
and Chief Financial Officer, also conducted an evaluation of the Company’s internal control over financial reporting
to determine whether any changes occurred during the period covered by this report that have materially affected,
or are reasonably likely to materially affect, the Company’s internal control over financial reporting. During fiscal
2023 the Company implemented new software and control processes to manage inventory at its corporately-
operated retail stores within its enterprise resource planning (ERP) system. The transition of this inventory
management from the legacy system to the ERP system occurred in phases beginning in the first quarter fiscal
2023 and was completed by the end of the third quarter fiscal 2023. This implementation has had and is expected
to continue to have minimal effects on the Company's controls and processes over accounting for corporately-
operated retail store inventory. Except for the changes to our inventory management process, no other changes
in our internal control over financial reporting occurred during the quarter covered by this report that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
34
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Build-A-Bear Workshop, Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Build-A-Bear Workshop, Inc. and Subsidiaries’ internal control over financial reporting as
of February 3, 2024, based on criteria established in Internal Control – Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (2013 Framework) (the COSO criteria). In
our opinion, Build-A-Bear Workshop, Inc. and Subsidiaries (collectively, the Company) maintained, in all material
respects, effective internal control over financial reporting as of February 3, 2024, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), the consolidated balance sheets of Build-A-Bear Workshop, Inc. and Subsidiaries as
of February 3, 2024 and January 28, 2023, the related consolidated statements of operations and comprehensive
income , stockholders’ equity and cash flows for each of the two years in the period ended February 3, 2024, and
the related notes and the financial statement schedule listed in the Index at Item 15(a) and our report dated April
18, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting
and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying
Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on
the Company’s internal control over financial reporting based on our audit. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial
reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk
that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control
based on the assessed risk, and performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable
assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that receipts and expenditures of the company are being made
only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the
company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
/s/ Ernst & Young LLP
St. Louis, Missouri
April 18, 2024
35
ITEM 9B.
OTHER INFORMATION
Security Trading Plans of Directors and Executive Officers
None of the Company’s directors or executive officers adopted or terminated a Rule 10b5-1 trading
arrangement or a non-Rule 10b5-1 trading arrangement during the Company’s fiscal quarter ended February 3,
2024, as such terms are defined under Item 408(a) or Regulations S-K.
ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information concerning directors, appearing in the sections titled “Directors,” “The Board of Directors and
its Committees,” and “Committee Charters, Corporate Governance Guidelines, Business Conduct Policy and
Code of Ethics” in our Proxy Statement (the “Proxy Statement”) to be filed with the SEC pursuant to Regulation
14A in connection with our Annual Meeting of Stockholders scheduled to be held on June 13, 2024, is incorporated
by reference in response to this Item 10.
Business Conduct Policy
The Board of Directors has adopted a Business Conduct Policy applicable to our directors, officers and
employees, including all executive officers. The Business Conduct Policy has been posted in the Investor
Relations section of our corporate website at http://ir.buildabear.com. We intend to satisfy the amendment and
waiver disclosure requirements under applicable securities regulations by posting any amendments of, or waivers
to, the Business Conduct Policy on our website.
The information appearing in the section titled “Committee Charters, Corporate Governance Guidelines,
Business Conduct Policy and Code of Ethics” in the Proxy Statement is incorporated by reference in response to
this Item 10.
Executive Officers and Key Employees
Sharon Price John, 60, was appointed to the Board of Directors on June 3, 2013, in connection with her
employment as Chief Executive Officer and Chief President Bear of the Company. Effective March 2016, she now
holds the title of President and Chief Executive Officer. From January 2010 through May 2013, Ms. John served
as President of Stride Rite Children’s Group LLC, a division of Wolverine Worldwide, Inc., which designs and
markets footwear for children. From 2002 through 2009, she held positions of broadened portfolio and increased
responsibility at Hasbro, Inc., a multinational toy and board game company, including as General Manager &
Senior Vice President of its U.S. Toy Division from 2006 to 2008 and General Manager & Senior Vice President
of its Global Preschool unit from June 2008 through 2009. Ms. John also founded and served as Chief Executive
Officer of Checkerboard Toys, served as Vice President, U.S. Toy Division with VTech Industries, Inc., and served
in a range of roles at Mattel, Inc. She started her career in advertising, overseeing accounts such as Hershey’s
and the Snickers/M&M Mars business. Ms. John serves on the Board of Directors of Jack in the Box Inc., a publicly
traded restaurant company.
Eric Fencl, 62, joined Build-A-Bear Workshop in July 2008 as Chief Bearrister—General Counsel. Effective
October 2015, Mr. Fencl now holds the title of Chief Administrative Officer, General Counsel and Secretary. Prior
to joining the Company, Mr. Fencl was Executive Vice President, General Counsel and Secretary for Outsourcing
Solutions Inc., a national accounts receivable management firm from August 1998 to June 2008. From September
1990 to August 1998, Mr. Fencl held legal positions at Monsanto Company, McDonnell Douglas Corporation and
Bryan Cave Leighton Paisner LLP (formerly known as Bryan Cave LLP). Mr. Fencl began his career as an auditor
with Arthur Young & Company.
36
J. Christopher Hurt, 58, joined Build-A-Bear Workshop in April 2015 as Chief Operations Officer. Effective June
2020, he now holds the title of Chief Operations and Experience Officer. Prior to joining the Company, Mr. Hurt
was at American Eagle Outfitters, Inc. from 2002 to April 2015 in various senior leadership roles of increasing
responsibility, including Senior Vice President, North America and Vice President/General Manager—Factory,
Canada, Mexico Retail from 2011 to April 2015, and East Zone Vice President and Regional Director from 2002
to 2011. Before joining American Eagle Outfitters, Mr. Hurt held positions of increasing responsibility at companies
including Polo Ralph Lauren and The Procter & Gamble Company.
Jennifer Kretchmar, 51, joined Build-A-Bear Workshop in August 2014 as Chief Product Officer and Innovation
Bear and in March 2016, she became Chief Merchandising Officer. She served as Chief Digital and Merchandising
Officer from June 2020 through February 3, 2024 when her employment was terminated by the Company without
cause. Ms. Kretchmar serves on the Board of Directors of Mace Security International, Inc., a publicly traded
personal security company. Prior to joining the Company, Ms. Kretchmar was Senior Vice President of Product
and Brand
Management with the Stride Rite Children’s Group of Wolverine Worldwide, Inc. where since 2004 she was
responsible for the global product creation strategy for a diverse portfolio of children’s footwear brands, including
Stride Rite, Sperry Top- Sider®, Saucony®, Keds®, Merrell®, Robeez®, Jessica Simpson® and Hush Puppies®.
Before joining Stride Rite, Ms. Kretchmar held positions of increasing responsibility at The Timberland Company,
Goldbug, and the United States Department of Agriculture Foreign Service.
Voin Todorovic, 49, joined Build-A-Bear Workshop in September 2014 as Chief Financial Officer. Prior to joining
the Company, Mr. Todorovic was employed at Wolverine Worldwide, Inc., a leading global footwear and apparel
company, where since September 2013 Mr. Todorovic served as the head of finance and operations for its
Lifestyle Group, which includes a portfolio of iconic brands such as Sperry Top-Sider®, Hush Puppies®, Keds®,
and Stride Rite®. From 2011 to 2013 Mr. Todorovic was Vice President—Finance and Administration of the Stride
Rite Children’s Group business, operating in wholesale, direct to consumer and international franchising, and from
2010 to 2011 Mr. Todorovic was Vice President of the Performance + Lifestyle Group. Prior to his tenure at
Wolverine World Wide he held positions of increasing responsibility at Collective Brands, Inc. and Payless
ShoeSource.
ITEM 11.
EXECUTIVE COMPENSATION
The information contained in the sections titled “Executive Compensation” and “Board of Directors
Compensation” in the Proxy Statement is incorporated herein by reference in response to this Item 11.
37
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information contained in the section titled “Security Ownership of Certain Beneficial Owners and
Management” in the Proxy Statement is incorporated herein by reference in response to this Item 12.
Equity Compensation Plan Information
(a)
Number of
securities to
be issued upon
exercise of
outstanding
options,
warrants and
rights
(b)
Weighted-
average
exercise
price of
outstanding
options,
warrants and
rights
(c)
Number of
securities
remaining
available for
future issuance
under equity
compensation
plans
(excluding
securities
reflected in
column (a))
Plan category
Equity compensation plans approved by
security holders ................................................
Total ....................................................................
12,375 $
12,375 $
17.84
17.84
1,010,666
1,010,666
See Note 12 - "Stock Incentive Plans" to the consolidated financial statements for additional information regarding
our equity compensation plans.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information contained in the section titled “Related Party Transactions” in the Proxy Statement is
incorporated herein by reference in response to this Item 13.
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information contained in the sections titled “Principal Accountant Fees” and “Policy Regarding Pre-
Approval of Services Provided by the Independent Registered Public Accounting Firm” in the Proxy Statement is
incorporated herein by reference in response to Item 14.
38
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements
PART IV
The financial statements and schedules set forth below are filed on the indicated pages as part of this Annual
Report on Form 10-K.
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42) ............................................
Consolidated Balance Sheets as of February 3, 2024 and January 28, 2023 .........................................
Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal years ended
Page
40
42
February 3, 2024 and January 28, 2023 ...............................................................................................
43
Consolidated Statements of Stockholders’ Equity for the fiscal years ended February 3, 2024 and
January 28, 2023 ...................................................................................................................................
44
Consolidated Statements of Cash Flows for the fiscal years ended February 3, 2024 and January 28,
2023 .......................................................................................................................................................
Notes to Consolidated Financial Statements .............................................................................................
Schedule II - Valuation and Qualifying Accounts .......................................................................................
45
46
63
39
Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Build-A-Bear Workshop, Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Build-A-Bear Workshop, Inc. and
Subsidiaries (collectively, the Company) as of February 3, 2024 and January 28, 2023, the related consolidated
statements of operations and comprehensive income, stockholders' equity and cash flows for each of the two
years in the period ended February 3, 2024, and the related notes and the financial statement schedule listed in
the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the
consolidated financial statements present fairly, in all material respects, the financial position of the Company at
February 3, 2024 and January 28, 2023, and the results of its operations and its cash flows for each of the two
years in the period ended February 3, 2024, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board
(United States) (PCAOB), the Company’s internal control over financial reporting as of February 3, 2024, based
on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (2013 Framework) and our report dated April 18, 2024 expressed an
unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to
express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm
registered with the PCAOB and are required to be independent with respect to the Company in accordance with
the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange
Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the
risks of material misstatement of the financial statements, whether due to error or fraud, and performing
procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of
the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the financial
statements that was communicated or required to be communicated to the audit committee and that: (1) relates
to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging,
subjective or complex judgments. The communication of the critical audit matter does not alter in any way our
opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical
audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to
which it relates.
Revenue recognition - gift card breakage
Description of the Matter As described in Note 3, for the Company’s gift cards, revenue is deferred for single
transactions until redemption. The unredeemed gift cards or breakage revenue is
recorded in proportion to the customer’s redemption pattern using an estimated
breakage rate based on historical experience. For the year ended February 3, 2024,
net retail sales included gift card breakage revenue of $6.3 million.
40
Auditing the Company’s breakage revenue related to unredeemed gift cards was
complex and judgmental due to the complexity of the model and the subjectivity
related to the judgments that are made by the Company to estimate the breakage
rate. Further, given the magnitude of the Company’s gift card liability, changes in
breakage rates have a significant impact on the amount of breakage revenue
recognized.
How We Addressed the
Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating
effectiveness of controls over management’s determination of gift card breakage
revenue, including the model and data inputs used in the model, as well as significant
underlying assumptions selected by management in establishing the breakage rates.
We performed audit procedures that included, among others, evaluating the
methodologies, assessing the judgments and testing the completeness and accuracy
of the historical data used by the Company in its determination of the breakage rate.
In addition, we performed sensitivity analyses over the breakage rate to evaluate the
impact changes in breakage rates had on breakage revenue recorded.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2011.
St. Louis, Missouri
April 18, 2024
41
BUILD-A-BEAR WORKSHOP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Dollars in thousands, except share data)
February 3, January 28,
2024
2023
ASSETS
Current assets:
Cash, cash equivalents and restricted cash ................................................. $
Inventories, net .............................................................................................
Receivables, net ...........................................................................................
Prepaid expenses and other current assets .................................................
Total current assets .........................................................................
Operating lease right-of-use asset ......................................................................
Property and equipment, net ...............................................................................
Deferred tax assets .............................................................................................
Other assets, net .................................................................................................
Total Assets ......................................................................................................... $
44,327 $
63,499
8,569
11,377
127,772
73,443
55,262
8,682
7,166
272,325 $
42,198
70,485
15,374
19,374
147,431
71,791
50,759
6,592
4,221
280,794
Current liabilities:
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable.......................................................................................... $
Accrued expenses ........................................................................................
Operating lease liability short term ...............................................................
Gift cards and customer deposits .................................................................
Deferred revenue and other ..........................................................................
Total current liabilities ......................................................................
16,170 $
19,954
25,961
18,134
3,514
83,733
10,286
37,358
27,436
19,425
6,646
101,151
Operating lease liability long term .......................................................................
Other long-term liabilities .....................................................................................
57,609
1,321
59,080
1,446
Stockholders' equity:
Preferred stock, par value $0.01, Shares authorized: 15,000,000; No
shares issued or outstanding at February 3, 2024 and January 28,
2023 ...........................................................................................................
Common stock, par value $0.01, Shares authorized: 50,000,000; Issued
-
-
and outstanding: 14,172,362 and 14,802,338 shares, respectively ..........
Additional paid-in capital ...............................................................................
Accumulated other comprehensive loss .......................................................
Retained earnings .........................................................................................
Total stockholders' equity ................................................................
Total Liabilities and Stockholders' Equity ............................................................ $
142
66,330
(12,082)
75,272
129,662
272,325 $
148
69,868
(12,274)
61,375
119,117
280,794
See accompanying notes to consolidated financial statements.
42
BUILD-A-BEAR WORKSHOP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE INCOME
(Dollars in thousands, except share and per share data)
Fiscal year ended
February 3, January 28,
2024
2023
Revenues:
Net retail sales .............................................................................................. $
Commercial revenue .....................................................................................
International franchising ................................................................................
Total revenues .................................................................................
456,163 $
25,413
4,538
486,114
446,181
18,523
3,233
467,937
Costs and expenses:
Cost of merchandise sold - retail ..................................................................
Cost of merchandise sold - commercial .......................................................
Cost of merchandise sold - international franchising ....................................
Total cost of merchandise sold ........................................................
Consolidated gross profit .....................................................................................
Selling, general and administrative expense ................................................
Interest expense (income), net .....................................................................
Income before income taxes ............................................................
Income tax expense ............................................................................................
Net income ....................................................................................... $
206,815
12,091
2,816
221,722
264,392
198,992
(929)
66,329
13,524
52,805 $
211,489
8,591
1,985
222,065
245,872
183,929
19
61,924
13,939
47,985
Foreign currency translation adjustment ......................................................
Comprehensive income ....................................................................................... $
192
52,997 $
196
48,181
Income per common share:
Basic ............................................................................................................. $
Diluted ........................................................................................................... $
3.68 $
3.65 $
3.21
3.15
Shares used in computing common per share amounts:
Basic ............................................................................................................. 14,342,931 14,940,770
Diluted ........................................................................................................... 14,471,875 15,249,819
See accompanying notes to consolidated financial statements.
43
BUILD-A-BEAR WORKSHOP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Dollars in thousands)
Additional
Accumulated
other
Common paid-in
capital
stock
comprehensive Retained
income (loss) earnings Total
Balance, January 29, 2022 ............................ $
162 $ 75,490 $
(12,470) $ 30,501 $ 93,683
Stock-based compensation expense ............
Shares issued under employee stock plans ..
Shares withheld in lieu of tax withholdings ....
Share Repurchase ........................................
Other ..............................................................
Other comprehensive income .......................
Net income ....................................................
-
3
(1)
(16)
-
-
-
1,547
2,082
(2,178)
(7,073)
-
-
-
-
-
-
-
-
196
-
-
-
(17,083)
(28)
-
- $ 47,985
1,547
2,085
(2,179)
(24,172)
(28)
196
47,985
Balance, January 28, 2023 ............................ $
Adoption of new ASU - ASC 326 ..................
Subtotal ......................................................... $
148 $ 69,868 $
-
148 $ 69,868 $
-
(12,274) $ 61,375 $ 119,117
(785)
(12,274) $ 60,590 $ 118,332
(785)
-
Stock-based compensation expense ............
Shares issued under employee stock plans ..
Shares withheld in lieu of tax withholdings ....
Share Repurchase ........................................
Cash Dividend ...............................................
Other ..............................................................
Other comprehensive income .......................
Net income ....................................................
-
5
(2)
(9)
-
-
-
-
1,385
2,894
(3,638)
(4,179)
-
-
-
-
-
-
-
-
-
192
-
-
-
-
(16,312)
(22,014)
203
-
52,805
1,385
2,899
(3,640)
(20,500)
(22,014)
203
192
52,805
Balance, February 3, 2024 ............................ $
142 $ 66,330 $
(12,082) $ 75,272 $ 129,662
See accompanying notes to consolidated financial statements.
44
BUILD-A-BEAR WORKSHOP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
Fiscal year ended
February 3, January 28,
2024
2023
Cash flows provided by operating activities:
Net income .................................................................................................... $
52,805 $
47,985
Adjustments to reconcile net income to net cash provided by operating
activities
Depreciation and amortization ...............................................................
Share-based and performance-based stock compensation ..................
Deferred taxes ........................................................................................
Provision/adjustments for doubtful accounts ..........................................
Loss on disposal of property and equipment .........................................
Net change in film costs and advances ..................................................
Change in assets and liabilities:
Inventories, net ................................................................................
Receivables, net ..............................................................................
Prepaid expenses and other assets ................................................
Accounts payable and accrued expenses .......................................
Operating leases ..............................................................................
Gift cards and customer deposits ....................................................
Deferred revenue .............................................................................
Net cash provided by operating activities..................................
13,657
2,089
(1,893)
251
121
(1,913)
7,102
5,870
6,776
(11,083)
(5,175)
(1,310)
(2,987)
64,310
Cash flows used in investing activities:
Capital expenditures .....................................................................................
Net cash used in investing activities .........................................
(18,295)
(18,295)
Cash flows used in financing activities:
Proceeds from exercise of employee equity awards, net of tax ...................
Purchases of Company's common stock ......................................................
Cash dividends paid on vested participating securities ................................
Net cash used in financing activities .........................................
Effect of exchange rates on cash ........................................................................
Increase (decrease) in cash, cash equivalents and restricted cash ...................
Cash, cash equivalents and restricted cash, beginning of period .......................
Cash, cash equivalents and restricted cash, end of period ................................ $
(1,339)
(20,500)
(22,062)
(43,901)
15
2,129
42,198
44,327 $
12,482
2,559
992
(820)
110
(2,453)
357
(3,045)
(6,067)
(335)
(5,899)
(1,485)
2,895
47,276
(13,634)
(13,634)
(592)
(24,172)
(292)
(25,056)
767
9,353
32,845
42,198
Reconciliation of cash, cash equivalents and restricted cash (1)
Cash and cash equivalents .............................................................................. $
Restricted cash from long-term deposits .........................................................
Total cash, cash equivalents and restricted cash ......................................... $
43,934 $
393
44,327 $
41,748
450
42,198
Net cash paid during the period for income taxes ............................................... $
17,364 $
10,327
(1) See cash, cash equivalents and restricted cash in Note 2 - "Summary of Significant Accounting Policies" for
further discussion.
See accompanying notes to consolidated financial statements.
45
Notes to Consolidated Financial Statements
(1) Description of Business and Basis of Preparation
Build-A-Bear Workshop, Inc. and subsidiaries (collectively, the “Company”) is a multi-channel retailer of
plush animals and related products. The Company began operations in October 1997. The Company sells its
products through its 359 corporately-managed locations operated primarily in leased mall locations in the U.S.,
Canada, Ireland, and the U.K. along with its e-commerce sites. As of the balance sheet date, operations in foreign
countries where the Company does not have corporately-managed locations are through franchise agreements.
The Company also sold product through its "third-party retail" model at 92 stores in which it sells its products on
a wholesale basis to other companies that then in turn execute the Company's retail experience.
The Company’s consolidated financial statements have been prepared in accordance U.S. GAAP. Certain
amounts in prior fiscal periods have been reclassified to conform to current year presentation with no impact to
the consolidated statement of operations and comprehensive income.
(2) Summary of Significant Accounting Policies
For each accounting topic that is addressed in its own note, the description of the accounting policy may be
found in the related note. The Company’s other significant accounting policies applied in the preparation of the
accompanying consolidated financial statements are as follows:
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of Build-A-Bear Workshop, Inc.
and its wholly-owned subsidiaries. All intercompany accounts are eliminated in consolidation.
Fiscal Year
The Company operates on a 52- or 53-week fiscal year ending on the Saturday closest to January 31. The
periods presented in these financial statements are fiscal 2023 (53 weeks ended February 3, 2024) and
fiscal 2022 (52 weeks ended January 28, 2023). References to years in these financial statements relate to fiscal
years or year ends rather than calendar years.
Cash, Cash Equivalents and Restricted Cash
Cash and cash equivalents include cash, money market funds, and short-term highly liquid investments with
an original maturity of three months or less held in both domestic and foreign financial institutions. In addition, the
Company has a long-term deposit to satisfy contractual terms with the UK Customs Authority (unrelated to the
matter discussed in Note 10 - Commitments and Contingencies). The Company also has deposits from
franchisees under contractual agreements which are refundable. The long-term and franchisee deposits are
considered restricted cash and disclosed within the supplemental disclosure within the consolidated statement of
cash flows. Cash equivalents also include amounts due from third-party financial institutions for credit and debit
card transactions. The carrying amount of cash and cash equivalents approximates fair value, given the short
maturity of those instruments.
The majority of the Company’s cash and cash equivalents exceed federal deposit insurance limits. The
Company has not experienced any losses in such accounts and management believes that the Company is not
exposed to any significant credit risk on cash, cash equivalents, and restricted cash.
Inventories
Inventories are stated at the lower of cost or net realizable value, with cost determined on an average-cost
basis. Inventory includes supplies of $4.1 million and $4.7 million as of February 3, 2024 and January 28, 2023,
respectively. A reserve for estimated shortage is accrued throughout the year based on detailed historical
averages. The inventory reserve was $1.1 million as of both February 3, 2024 and January 28, 2023.
46
Receivables
franchisee royalties and product sales,
tenant allowances, certain amounts due
Receivables consist primarily of amounts due to the Company in relation to wholesale and corporate product
sales,
taxing
authorities, receivables due from insurance providers, and licensing revenue. The Company assesses the
collectability of all receivables on an ongoing basis by considering its historical credit loss experience, current
the beginning of fiscal 2023, the Company
factors. At
economic conditions, and other
adopted ASU No. 2016-13, “Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on
Financial Instruments.” This ASU requires entities to report “expected” credit losses on financial instruments and
other commitments to extend credit rather than the current “incurred loss” model. These expected credit losses
for financial assets held at the reporting date are to be based on historical experience, current conditions, and
reasonable and supportable forecasts. Upon adoption, the Company recognized a charge of $0.8 million to the
opening balance of retained earnings which represents a reduction in its account receivable balance associated
with expected credit losses.
relevant
from
Property and Equipment
Property and equipment consist of leasehold improvements, furniture and fixtures, computer equipment and
software, building and land and are stated at cost. Leasehold improvements are depreciated using the straight-
line method over the shorter of the useful life of the assets or the life of the lease ranging from one to ten years.
Furniture and fixtures and computer equipment are depreciated using the straight-line method over the estimated
service lives ranging from three to seven years. Computer software includes certain costs, including internal
payroll costs incurred in connection with the development or acquisition of software for internal use and is
amortized using the straight-line method over a period of three to five years. New store construction deposits are
recorded at the time the deposit is made as construction-in-progress and reclassified to the appropriate property
and equipment category at the time of completion of construction, when operations of the store commence.
Maintenance and repairs are expensed as incurred and improvements are capitalized. Gains or losses on the
disposition of fixed assets are recorded upon disposal.
Leases
The majority of the Company's leases relate to retail stores, corporate offices, and storage locations. For
leases with terms greater than 12 months, the Company records the related asset and obligation at the present
value of lease payments over the term. Most retail store leases have an original term of five to ten-year base period
and the term can be extended on a lease-by-lease basis with additional terms that are typically much shorter than
the original lease term giving the Company lease optionality. The renewal options are not included in the
measurement of the right of use assets and right of use liabilities unless the Company is reasonably certain to
exercise the optional renewal periods. Some leases also include early termination options, which can be exercised
under specific conditions. Additionally, the Company may operate stores for a period of time on a month-to-month
basis after the expiration of the lease term. The Company's lease agreements do not contain any material residual
value guarantees or material restrictive covenants. Certain leases contain incentives, such as construction
allowances from landlords and/or rent abatements subsequent to taking possession of the leased property. These
incentives reduce the right-of-use asset related to the lease and are amortized through the right-of-use asset as
reductions of expense over the lease term.
The Company's leases typically contain rent escalations over the lease term and the Company recognizes
expense for these leases on a straight-line basis over the lease term. The Company recognizes the related rental
expense on a straight-line basis and records the difference between the recognized rental expense and amounts
payable under the lease as part of the lease right-of-use asset. Some of the Company's leases include rent
escalations based on inflation indexes and fair market value adjustments. Operating lease liabilities are calculated
using the prevailing index or rate at lease commencement. Subsequent escalations in the index or rate and
contingent rental payments are recognized as variable lease expenses. Certain leases contain contingent rental
provisions that include a fixed base rent plus an additional percentage of the store’s sales in excess of stipulated
amounts and certain leases may contain rental provisions that only include a provision for a percentage of a store's
total sales, instead of a fixed base rent amount. Such rents based on a percentage of store's total sales are
recorded as variable lease expenses.
47
The Company has elected the practical expedient allowed by the standard to account for all fixed
consideration in a lease as a single lease component. Therefore, the lease payments used to measure the lease
liability for these leases include fixed minimum rentals along with fixed operating costs such as common area
maintenance and utilities.
Most of the Company’s leases do not provide a readily available implicit interest rate. Therefore, the
Company estimates the incremental borrowing discount rate based on information available at lease
commencement. The discount rates used are indicative of a synthetic credit rating based on quantitative and
qualitative analysis and adjusted to estimate a secured credit rating. For non-U.S. locations, a risk-free rate yield
based on the currency of the lease is used to adjust the estimate of the incremental borrowing rate.
Long-lived Assets
Whenever facts and circumstances indicate that the carrying value of a long-lived asset (asset group) and
right-of-use operating lease assets may not be recoverable, the carrying value of those assets is reviewed for
potential impairment. If this review indicates that the carrying value of the asset (asset group) will not be recovered,
as determined based on projected undiscounted cash flows related to the asset (asset group) over its remaining
life, the carrying value of the asset (asset group) is reduced to its estimated fair value. The Company typically
performs an annual assessment of its store assets in the DTC segment, based on operating performance and
forecasts of future performance. For the purposes of evaluating store assets for impairment, the Company has
determined that each store location is an asset group, inclusive of the right-of-use asset attributable to each store.
In periods where the Company identifies indicators of impairment for its store fleet, the Company performs a
recoverability test for these assets by comparing the estimated undiscounted future cash flows over the remaining
useful life of the asset (asset group) to the carry value of the asset (asset group). The estimated undiscounted
future cash flows involve expectations for future operations and projected cash flows, including estimates of
revenue, operating expenses and market conditions. Based on this, the Company determines if certain stores had
long-lived and right-of-use assets with carrying values that exceed their estimated undiscounted future cash flows
for the remaining useful life of the respective assets.
An impairment charge is recognized to the extent the carrying value exceeded the fair value of the asset
(asset group). The Company estimates fair values of these long-lived assets based on its discounted future cash
flow analysis for the remaining useful life of the asset or its market rent assessment. An individual asset within an
asset group is not impaired below its estimated fair value. Asset impairment charges are recorded within the cost
of merchandise sold - retail expense within the Consolidated Statement of Operations and Comprehensive
Income. The Company's analysis identified indicators of impairment at two retail locations and the Company
incurred immaterial impairment charges during fiscal 2023 for long-lived assets in the Company's DTC
segment. The Company incurred immaterial impairment charges during fiscal 2022 for long-lived assets.
The estimates, all of which are considered Level 3 inputs, used to calculate the fair value of the asset (asset
group) include: the Company’s expectations for future operations and projected cash flows, including revenues,
operating expenses including market rents, and market conditions. Changes in these estimates could have an
impact on whether long-lived store assets should be further evaluated for impairment and could have a significant
impact on the resulting impairment charge.
Other Assets, net
Other assets consist primarily of the non-current portion of prepaid income taxes and deferred costs related
to franchise agreements, financing agreements, and capitalized film production costs. Deferred franchise costs
are initial costs related to the Company’s franchise agreements that are deferred and amortized over the life of
the respective franchise agreement. Deferred financing costs are the initial issuance costs and fees incurred in
obtaining the Company's new credit agreement. The Company had no outstanding borrowings at the beginning
of the facility or at of the date of the second amendment, therefore these costs and fees incurred for the original
agreement and amendment were recorded as a deferred asset and the unamortized costs will be amortized over
the length of the amended agreement. Film production costs include capitalizable direct costs, production
overhead, interest and development costs and are stated at the lower of cost, less accumulated amortization, or
fair value.
48
Entertainment Production Costs
Costs of producing entertainment assets, which include direct costs, production overhead and development
costs, are capitalized when incurred and are stated at the lower of cost, less accumulated amortization, or fair
value. For film related costs, the Company expects assets to be monetized individually and are amortized using
the individual film-forecast-computation method which amortizes such costs in the same ratio that current period
actual revenue bears to the estimated remaining unrecognized total revenues (ultimate revenue). Ultimate
revenue includes estimates over a period not to exceed ten years from the date of initial release of the film.
Participation costs and residuals are accrued and expensed over the applicable product life cycle based upon the
ratio of the current period's revenues to the estimated remaining total revenues for each production.
Costs of entertainment productions are subject to recoverability assessments, whenever events or changes
in circumstances indicate that the fair value of the film may be less than the unamortized cost, which for content
predominantly monetized individually, involves comparing the estimated fair values with the unamortized cost.
The fair value is determined based on a discounted cash flow analysis of the cash flows directly attributable to the
entertainment assets. The discounted cash flow analysis includes cash flow estimates of ultimate revenue as well
as a discount rate (a Level 3 fair value measurement). The discount rate used in the Company’s discounted cash
flow model reflects the time value of money, expectations about variation in the amount or timing of the most likely
cash flows, and the price market participants would seek for bearing the uncertainty inherent with the film asset.
The amount by which the unamortized costs of entertainment assets exceed their estimated fair values are written
off. As of February 3, 2024 and January 28, 2023, the Company had net capitalized entertainment production
costs of $4.7 million and $2.9 million, respectively. The February 3, 2024 balance for entertainment production
costs is comprised of unamortized, released assets, and several in-development entertainment projects.
The main purpose of the Company's production assets is to drive consumer engagement with its own
intellectual property, similar to a marketing campaign. As such, the amortization of production assets and any
related impairment charges are recorded as advertising expenses with the Selling, general, and administrative
line within the Consolidated Statement of Operations and Comprehensive Income and includes this expense in
the financial information of the Commercial reportable segment presented in Note 15 - Segment Information. In
November 2023, the Company released the film Glisten and the Merry Mission and recorded $1.0 million in film
cost amortization during fiscal 2023 based on the individual film's production asset carrying value and its current
period actual revenue as a percentage of the ultimate revenue estimate. Additionally, as of February 3, 2024, the
Company performed a recoverability assessment of the Glisten and the Merry Mission assets and determined
there were indicators of impairment. A discounted cash flow analysis was used to estimate the fair value of the
asset and determined the carry value of the production asset was greater than its fair value. As a result, the
Company recorded $0.6 million in film asset impairment. The Company recorded a total of $2.4 million in film
costs amortization in fiscal 2023 and a total of $0.3 million in fiscal 2022.
Revenue
See Note 3 — Revenue for additional accounting information.
Cost of Merchandise Sold
Cost of merchandise sold - retail includes the cost of the merchandise, including royalties paid to licensors
of third-party branded merchandise; store occupancy cost, including store depreciation; cost of warehousing and
distribution; packaging; stuffing; damages and shortages; and shipping and handling costs incurred in shipment
to consumers. Cost of merchandise sold - commercial includes the cost of the merchandise, including royalties
paid to licensors of third-party branded merchandise; cost of warehousing and distribution; packaging; stuffing;
damages and shortages; and shipping and handling costs incurred in shipment to consumers.
Selling, General, and Administrative Expenses
Selling, general, and administrative expenses include store payroll and related benefits, advertising, credit
card fees, store supplies and store closing costs, as well as central office management payroll and related benefits,
travel, information systems, accounting, insurance, legal, and public relations costs. It also includes depreciation
and amortization of central office leasehold improvements, furniture, fixtures, and equipment. In addition, bad debt
expenses and accounts receivable related charges are included. Further, it includes store preopening expenses
which represent costs incurred prior to store openings, remodels and relocations including certain store set-up,
49
labor and hiring costs, rental charges, payroll, government grants, marketing, travel and relocation costs and
recoveries.
Advertising
The costs of advertising and marketing programs are charged to operations in the first period the program
takes place. Advertising expense was $24.3 million and $19.6 million for fiscal years 2023 and 2022, respectively.
Income Taxes
Income taxes are accounted for using a balance sheet approach known as the liability method. The liability
method accounts for deferred income taxes by applying the rate, based on enacted tax law, that will be in effect
in the period in which the temporary differences between the book basis and the tax basis of assets and
liabilities reverse or are settled. Deferred taxes are reported on a jurisdictional basis.
Tax positions are reviewed at least quarterly and adjusted as new information becomes available. The
recoverability of deferred tax assets is evaluated by assessing the adequacy of future expected taxable income
from all sources, including reversal of taxable temporary differences, forecasted operating earnings and available
tax planning strategies. These estimates of future taxable income inherently require significant judgment. To the
extent it is considered more likely than not that a deferred tax asset will be not recovered, a valuation allowance
is established.
The Company assesses its total liability for uncertain tax positions on a quarterly basis. The Company
recognizes estimated interest and penalties related to unrecognized tax benefits in income tax expense. See Note
8—"Income Taxes" for further discussion.
Income Per Share
Basic income per share is determined by dividing net income allocated to common stockholders by the
weighted average number of common shares outstanding during the period. Diluted income per share reflects the
potential dilution that could occur if options to issue common stock were exercised. In periods in which the
inclusion of such instruments is anti-dilutive, the effect of such securities is not given consideration.
Stock-Based Compensation
The Company has share-based compensation plans covering certain management groups and its Board of
Directors. The Company accounts for share-based payments utilizing the fair value recognition provisions of ASC
718 Compensation - Stock Compensation. The Company recognizes compensation cost for graded-vested equity
awards on a straight-line basis over the requisite service period for the entire award and forfeitures as they
occur. See Note 12 — "Stock Incentive Plans" for additional information.
Comprehensive Income
Comprehensive income is comprised of net income and foreign currency translation adjustments.
Deferred Compensation Plan
The Company maintains a Deferred Compensation Plan for the benefit of certain management employees.
The investment funds offered to participants generally correspond to the funds offered in the Company’s 401(k)
plan, and the account balance fluctuates with the investment returns on those funds. The fair value of the assets,
classified as trading securities, and corresponding liabilities are based on unadjusted quoted market prices for the
funds in active markets with sufficient volume and frequency (Level 1). As of February 3, 2024, the current portions
of the assets and related liabilities of less than $0.1 million are presented in prepaid expenses and other current
assets and accrued expenses in the accompanying Consolidated Balance Sheets, and the non-current portions
of the assets and the related liabilities of $0.7 million are presented in other assets, net and other liabilities in the
accompanying Consolidated Balance Sheets. As of January 28, 2023, the current portions of the assets and
related liabilities of $0.1 million are presented in prepaid expenses and other current assets and accrued expenses
in the accompanying Consolidated Balance Sheets, and the non-current portions of the assets and the related
liabilities of $0.7 million are presented in other assets, net and other liabilities in the accompanying Consolidated
Balance Sheets.
50
Fair Value of Financial Instruments
For purposes of financial reporting, management has determined that the fair value of financial instruments,
including cash, cash equivalents and restricted cash, receivables, short term investments, accounts payable and
accrued expenses, approximates book value at February 3, 2024 and January 28, 2023.
Use of Estimates
The preparation of the consolidated financial statements requires management of the Company to make a
number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure
of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts
of revenues and expenses during the reporting period. The assumptions used by management in future estimates
could change significantly due to changes in circumstances, including, but not limited to, challenging economic
conditions. Accordingly, future estimates may change significantly. Significant items subject to such estimates and
assumptions include the calculation of revenue from gift card breakage, valuation of long-lived asset for asset
impairments, income tax valuation allowances on deferred income tax assets, and the determination of deferred
revenue under the Company’s customer loyalty program.
Sales Tax Policy
The Company’s revenues in the consolidated statement of operations are net of sales taxes.
Foreign Currency
Assets and liabilities of the Company’s foreign operations with functional currencies other than the U.S.
dollar are translated at the exchange rate in effect at the balance sheet date, while revenues and expenses are
translated at average rates prevailing during the year. Translation adjustments are reported in accumulated other
comprehensive income, a separate component of stockholders’ equity. Gains and losses resulting from foreign
exchange transactions, including the impact of the re-measurement of the Company’s balance sheet, are recorded
as a component of selling, general and administrative expenses. The Company recorded a loss of $0.1
million and $0.6 million related to foreign currency in fiscal 2023 and 2022, respectively.
Recent Accounting Pronouncements – Adopted in the current year
At the beginning of fiscal 2023, the Company adopted ASU No. 2016-13, “Financial Instruments - Credit
Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” This ASU requires entities to report
“expected” credit losses on financial instruments and other commitments to extend credit rather than the current
“incurred loss” model. These expected credit losses for financial assets held at the reporting date are to be based
on historical experience, current conditions and reasonable and supportable forecasts. Upon adoption, the
Company recognized a charge of $0.8 million to the opening balance of retained earnings which represents a
reduction in its account receivable balance associated with expected credit losses.
Recent Accounting Pronouncements – Pending adoption
In November 2023, the FASB issued ASU No. 2023-07, "Segment Reporting (Topic 280): Improvements to
Reportable Segment Disclosures." This ASU updates reportable segment disclosure requirements primarily
through enhanced disclosures about significant segment expenses. The amendments are effective for fiscal years
beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024.
The amendments should be applied retrospectively to all prior periods presented in the financial statements.
Management is currently evaluating this ASU to determine its impact on the Company's disclosures.
In December 2023, the FASB issued ASU No. 2023-09, "Income Taxes (Topic 740): Improvements to
Income Tax Disclosures." This ASU expands the requirements for income tax disclosures in order to provide
greater transparency. The amendments are effective for fiscal years beginning after December 15, 2024 and
the amendments should be applied prospectively. Management is currently evaluating this ASU to determine its
impact on the Company's disclosures.
51
(3) Revenue
Nearly all of the Company’s revenue is derived from retail sales (including e-commerce sites) and is
recognized when control of the merchandise is transferred to the customer. The Company accounts for revenue
in accordance with Topic 606, Revenue from Contracts with Customers. The Company's disaggregated revenue
is fully disclosed as net sales to external customers by reporting segment and by geographic area (See Note 15 —
"Segment Information" for additional information). The Company's direct-to-consumer reporting segment
represents nearly 94% of consolidated revenue. The majority of these sales transactions are single performance
obligations that are recorded when control is transferred to the customer.
The following is a description of principal activities from which the Company generates its revenue, by
reportable segment.
The Company’s direct-to-consumer segment includes the operating activities of corporately-managed
stores, other retail-delivered operations and online sales. Direct-to-consumer revenue is recognized when control
of the merchandise is transferred to the customer and for the Company’s online sales, control generally transfers
upon delivery to the customer. Revenue is measured as the amount of consideration, including any discounts or
incentives, the Company expects to receive in exchange for transferring the merchandise. Product returns have
historically averaged less than one-half of one percent due to the interactive nature of sales, where consumers
customize their own stuffed animal. The Company has elected to exclude from revenue all collected sales, value-
add and other taxes paid by its customers.
For the Company’s gift cards, revenue is deferred for single transactions until redemption including any
related gift card discounts. Approximately 80% of gift cards issued have been redeemed within three years of
issuance and over the last three years, approximately 65% of gift cards issued have been redeemed within the
first twelve months. In addition, unredeemed gift cards or breakage revenue is recorded in proportion to the
customer’s redemption pattern using an estimated breakage rate based on historical experience.
Subsequent to stores reopening following shutdowns caused by COVID, the Company has experienced
lower redemptions of its gift cards for all periods of outstanding activated cards compared to pre-pandemic
redemption patterns (fiscal year 2019 and earlier), which impacts the gift card breakage rate. The Company does
not believe that the redemption pattern experienced during the pandemic reflects the pattern in the future and has
adjusted the historical redemption data used to calculate the breakage rate. The Company continues to evaluate
expected breakage annually and adjusts the breakage rates in the fourth quarter of each year, or other times, if
significant changes in customer behavior are detected. Changes to breakage estimates impact revenue
recognition prospectively. Further, given the magnitude of the Company's gift card liability, the changes in
breakage rates could have a significant impact on the amount of breakage revenue recognized in future
periods. For the fiscal years ended February 3, 2024 and January 28, 2023, net retail sales included gift card
breakage revenue of $6.3 million and $5.1 million, respectively. In regard to the consolidated balance sheet,
contract liabilities for gift cards are classified as gift cards and customer deposits.
For certain qualifying transactions, a portion of revenue transactions are deferred for the obligation related
to the Company’s loyalty program or when a material right in the form of a future discount is granted. In these
transactions, the transaction price is allocated to the separate performance obligations based on the relative
standalone selling price. The standalone selling price for the points earned for the Company’s loyalty program is
estimated using the net retail value of the merchandise purchased, adjusted for estimated breakage based on
historical redemption patterns. The revenue associated with the initial merchandise purchased is recognized
immediately and the value assigned to the points is deferred until the points are redeemed, forfeited or expired.
The Company issues certifications daily for those loyalty program members who have earned 100 or more
points in the previous day in North America and 50 points or more in the U.K. with certifications historically expiring
in six months if not redeemed. The Company assesses the redemption rates of its certifications on a quarterly
basis to update the rate at which loyalty program points turn into certifications and the rate that certifications are
redeemed. In regard to the consolidated balance sheet, contract liabilities related to the loyalty program are
classified as deferred revenue and other.
The Company’s commercial segment includes transactions with other businesses and are mainly comprised
of wholesale sales of merchandise, supplies and fixtures, licensing the Company’s intellectual properties for third-
party use, and revenues generated from entertainment activities. Revenue for wholesale sales is recognized when
control of the merchandise or fixtures is transferred to the customer, which generally occurs upon delivery to the
customer. The license agreements provide the customer with highly interrelated rights that are not distinct in the
52
context of the contract and, therefore, have been accounted for as a single performance obligation and recognized
as licensee sales occur. If the contract includes a guaranteed minimum, the minimum guarantee is recognized as
licensee sales occur over the guarantee term until such time as royalties earned through licensee sales exceed
the minimum guarantee. The Company classifies these guaranteed minimum contract liabilities as deferred
revenue and other on the consolidated balance sheet. Entertainment revenue is generated through the sale of
entertainment assets directly to customers or through licensing agreements.
The Company’s international franchising segment includes the activities with franchisees who operate store
locations in certain countries and includes development fees, sales-based royalties, merchandise, supplies and
fixture sales. The Company’s obligations under the franchise agreement are ongoing and include operations and
product development support and training, generally concentrated around new store openings. These obligations
are highly interrelated rights that are not distinct in the context of the contract and, therefore, have been accounted
for as a single performance obligation and recognized as franchisee sales occur. If the contract includes an initial,
one-time nonrefundable development fee, this fee is recognized on a straight-line basis over the term of the
franchise agreement, which may extend for periods up to 25 years. The Company classifies these initial, one-time
nonrefundable franchise fee contract liabilities as deferred revenue and other on the consolidated balance sheet.
Revenue from merchandise and fixture sales is recognized when control is transferred to the franchisee which
generally occurs upon delivery to the customer.
The Company also incurs expenses directly related to the startup of new franchises, which may include
finder’s fees, legal and travel costs, expenses related to its ongoing support of the franchisees, and employee
compensation. Accordingly, the Company’s policy is to capitalize the finder’s fee, an incremental cost, and
expense all other costs as incurred. The Company amortizes these capitalized costs into expense in the same
pattern as the development fee as described previously.
Allowance for Expected Credit Losses
Balance, beginning of period ............................................................................... $
Adjustment for expected credit losses ................................................................
Uncollectible accounts written off, net of recoveries (1) .......................................
Balance, end of period ........................................................................................ $
2023
2022
5,872 $
1,912
(849)
6,935 $
7,056
2,105
(3,289)
5,872
(1) Other receivables allowance for doubtful accounts represent uncollectible accounts written off, recoveries and
the impact of currency translation
(4) Leases
The table below presents information related to the lease costs for operating leases for the periods
presented (in thousands).
For the Year Ended
February 3, 2024 January 28, 2023
Operating lease costs ........................................................................... $
Variable lease costs (1) .........................................................................
Short term lease costs ..........................................................................
Total Operating Lease costs .............................................................. $
36,849 $
10,782
110
47,741 $
34,738
10,081
47
44,866
(1) Variable lease costs consist of leases with variable rent structures, which are intended to increase
flexibility in an environment with expected high sales volatility and provide a natural hedge against potential sales
declines.
53
Other information
The table below presents supplemental cash flow information related to leases for the periods presented (in
thousands).
Operating cash flows for operating leases ............................................ $
For the Year Ended
February 3, 2024 January 28, 2023
37,285
39,598 $
Operating cash flows for operating leases for fiscal 2023 increased from the operating cash flows for
operating leases for the same periods in fiscal 2022, primarily due to increased corporately-managed store count
and overall increases in market rent.
As of February 3, 2024, the weighted-average remaining operating lease term was 4.3 years and the
weighted-average discount rate was 6.7% for operating leases recognized on the consolidated balance sheet.
The Company recorded immaterial impairment charges during fiscal 2023 and 2022 against its right-of-use
operating lease assets in the Company's DTC segment.
Undiscounted cash flows
The table below reconciles the undiscounted cash flows for each of the first five years and total remaining
years to the operating lease liabilities recorded on the balance sheet (in thousands).
Operating Leases
2024 ........................................................................................................................................
2025 ........................................................................................................................................
2026 ........................................................................................................................................
2027 ........................................................................................................................................
2028 ........................................................................................................................................
Thereafter ................................................................................................................................
Total minimum lease payments ...........................................................................................
Less: amount of lease payments representing interest ..........................................................
Present value of future minimum lease payments ...............................................................
Less: current obligations under leases ...................................................................................
Long-term lease obligations ................................................................................................. $
29,604
24,102
15,223
10,172
5,652
13,141
97,894
(14,324)
83,570
(25,961)
57,609
As of February 3, 2024, the Company had additional executed leases that had not yet commenced with
operating lease liabilities totaling $6.3 million. These leases are expected to commence in the first quarter of fiscal
2024 with lease terms of seven to ten years.
(5) Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consist of the following (in thousands):
Prepaid occupancy (1) ............................................................................ $
Prepaid insurance .................................................................................
Prepaid gift card fees ............................................................................
Prepaid royalties ...................................................................................
Prepaid taxes (2) ....................................................................................
Prepaid merchandise (3) .........................................................................
Other (4)..................................................................................................
Total ................................................................................................... $
February 3,
2024
January 28,
2023
2,442 $
1,250 $
699 $
319 $
199 $
- $
6,468 $
11,377 $
2,196
1,221
835
301
73
6,047
8,701
19,374
(1) Prepaid occupancy consists of prepaid expenses related to non-lease components.
(2) Prepaid taxes consist of prepaid federal and state income tax.
(3) Prepaid merchandise consists of prepaid purchase orders of inventory that are not in transit as of fiscal year
end.
(4) Other consists primarily of prepaid expenses related to IT maintenance contracts and software as a service.
54
Other non-current assets consist of the following (in thousands):
Entertainment production asset ............................................................ $
Deferred compensation .........................................................................
Other (1)..................................................................................................
Total ...................................................................................................... $
4,734 $
2,121
311
7,166 $
2,939
853
429
4,221
February 3,
2024
January 28,
2023
(1) Other consists primarily of deferred financing costs related to the Company's credit facility.
(6) Property and Equipment, net
Property and equipment, net consist of the following (in thousands):
February 3,
2024
January 28,
2023
Land ...................................................................................................... $
Furniture and fixtures ............................................................................
Machinery and equipment .....................................................................
Leasehold improvements ......................................................................
Building ..................................................................................................
Computer hardware ..............................................................................
Computer software ................................................................................
Construction in progress .......................................................................
Less accumulated depreciation.............................................................
Total, net ............................................................................................ $
2,261 $
26,129
16,296
101,126
14,970
25,920
31,132
7,821
225,655
170,393
55,262 $
2,261
26,134
15,556
98,808
14,969
21,509
25,696
10,895
215,828
165,069
50,759
For fiscal 2023 and 2022, depreciation expense was $13.7 million and $12.5 million, respectively.
The Company recorded immaterial impairment charges during fiscal 2023 and 2022 for long-lived assets in
the Company's DTC segment.
(7) Accrued Expenses
Accrued expenses consist of the following (in thousands):
February 3,
2024
January 28,
2023
Accrued wages, bonuses and related expenses .................................. $
Sales tax payable .................................................................................. $
Accrued rent and related expenses (1) .................................................. $
Current income taxes payable .............................................................. $
Accrued expense - other (2) ................................................................... $
Total ................................................................................................... $
14,549 $
2,447
1,356
1,602
-
19,954 $
23,767
4,561
1,512
3,418
4,100
37,358
(1) Accrued rent and related expenses consist of accrued costs associated with non-lease components.
(2) Accrued expense - other consists of accrued costs associated with a legal reserve accrual.
For fiscal 2023 and 2022, defined contribution expense was $1.5 million and $1.4 million, respectively,
included within Accrued wages, bonuses and related expenses.
55
(8)
Income Taxes
The Company’s income before income taxes from domestic and foreign operations (which include the U.K.,
Canada, China, and Ireland), is as follows (in thousands):
Domestic ............................................................................................... $
Foreign ..................................................................................................
Total income before income taxes ..................................................... $
61,110 $
5,219
66,329 $
57,595
4,329
61,924
The components of the income tax expense are as follows (in thousands):
Fiscal year ended
February 3,
2024
January 28,
2023
Fiscal year ended
February 3,
2024
January 28,
2023
Current:
U.S. Federal ................................................................................ $
U.S. State ....................................................................................
Foreign ........................................................................................
Deferred:
U.S. Federal ................................................................................
U.S. State ....................................................................................
Foreign ........................................................................................
Income tax expense .............................................................. $
12,080 $
3,205
145
(537 )
(212 )
(1,157 )
13,524 $
10,190
2,617
30
368
285
449
13,939
A reconciliation of the significant differences between the U.S. statutory tax rate and the effective income
tax rate on pre-tax income is as follows:
February 3,
2024
January 28,
2023
Income before income taxes ............................................................. $
U.S. federal statutory income tax rate ..............................................
Income tax expense at statutory federal rate .............................
Valuation allowance ..........................................................................
State and local income taxes, net of federal tax benefit ...................
Non deductible executive compensation ..........................................
Effect of lower foreign taxes .............................................................
Adjustment for unrecognized tax positions .......................................
Other items, net ................................................................................
Income tax expense (benefit) ..................................................... $
Effective tax rate ...............................................................................
66,329
$
21 %
13,929
(5,075 )
2,354
1,038
639
3
636
13,524
$
20.4 %
61,924
21 %
13,004
(328 )
2,202
1,091
(33 )
(30 )
(1,967 )
13,939
22.5 %
The 2023 effective rate of 20.4% differed from the statutory rate of 21% primarily due to the reversal of the
valuation allowance in the U.K. partially offset by state income tax expense. The 2022 effective rate of
22.5% differed from the statutory rate of 21% primarily due to state income tax expense.
The Company periodically assesses whether it is more likely than not that it will generate sufficient taxable
income to realize its deferred income tax assets based on all available positive and negative evidence. In the
fourth quarter of fiscal 2023, as the Company was in a cumulative income position in the U.K. and continues to
be profitable in the jurisdiction, the Company recorded a benefit of $5.1 million for the reversal of the valuation
allowance on deferred tax assets expected to be realized in the U.K. Changes in the valuation allowance in fiscal
2023 primarily related to the U.K. valuation reversal, balance sheet adjustments and functional currency
fluctuations.
56
Temporary differences that gave rise to deferred tax assets and liabilities are as follows (in thousands):
February 3,
2024
January 28,
2023
Deferred tax assets:
Operating lease liability ................................................................ $
Deferred revenue .........................................................................
Accrued compensation .................................................................
Net operating loss carryforwards .................................................
Depreciation ..................................................................................
Investment in affiliates ..................................................................
Accrued expenses ........................................................................
Deferred compensation ................................................................
Inventories ....................................................................................
Receivables write-offs ..................................................................
Carryforward of tax credits ...........................................................
Intangible assets ..........................................................................
Other .............................................................................................
Total gross deferred tax assets .............................................
Less: Valuation allowance ............................................................
Total deferred tax assets, net of valuation allowance ............
Deferred tax liabilities:
Operating lease right-of-use assets .............................................
Depreciation .................................................................................
Deferred expense .........................................................................
Inventories ....................................................................................
Other .............................................................................................
Total deferred tax liabilities ....................................................
Net deferred tax assets .......................................................... $
21,091 $
3,173
2,249
849
1,063
-
334
822
871
806
222
2,954
163
34,597
(1,546 )
33,051
(17,999 )
(4,222 )
(1,451 )
(682 )
(15 )
(24,369 )
8,682 $
21,877
3,116
2,941
2,776
1,581
1,576
1,213
962
842
563
311
240
404
38,402
(8,000 )
30,402
(17,828 )
(3,634 )
(1,402 )
(928 )
(18 )
(23,810 )
6,592
As of February 3, 2024, the Company had gross net operating loss (NOL) carryforwards of approximately
$3.3 million, $1.9 million of which relate to the U.K. where NOLs have no expiration date. The remaining NOLs in
certain other foreign jurisdictions are not expected to be utilized.
The Company continues to assert its investments in foreign subsidiaries are permanent in duration and it is
not practical to estimate the income tax liability on the outside basis differences.
As of February 3, 2024, the Company had total unrecognized tax benefits of $0.1 million, of which
approximately $0.1 million would favorably impact the Company’s provision for income taxes if recognized. As of
January 28, 2023, the Company had total unrecognized tax benefits of $0.1 million, of which approximately $0.1
million would favorably impact the Company’s provision for income taxes if recognized. The Company reviews its
uncertain tax positions periodically and accrues interest and penalties accordingly. Accrued interest and penalties
included within other liabilities in the consolidated balance sheets were less than $0.1 million for both years ended
as of February 3, 2024 and January 28, 2023. The Company recognizes accrued interest and penalties related to
unrecognized tax benefits as a component of the provision for income taxes within the consolidated statement of
operations. For the years ended February 3, 2024 and January 28, 2023, the Company recognized an
(expense) benefit of less than ($0.1) million and $0.1 million, respectively, for interest and penalties.
57
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in
thousands):
February 3,
2024
January 28,
2023
Balance at beginning of year .................................................................
Increases for prior year tax positions .................................................
Settlements ........................................................................................
Balance at end of year ..........................................................................
66
-
-
66
334
-
(268)
66
Management does not expect the amount of unrecognized tax benefits to change by a material amount in
the next twelve months.
The following tax years remain open in the Company’s major taxing jurisdictions as of February 3, 2024:
United States (Federal) ............................. 2020 through 2023
United Kingdom ........................................ 2019 through 2023
(9) Line of Credit
The Company has a revolving credit and security agreement with PNC Bank, as agent, which expires on
December 17, 2026, and provides for a secured revolving loan in aggregate principal of up to $25.0 million, subject
to a borrowing base formula. As of February 3, 2024, borrowings under the agreement would bear interest at (a)
a base rate determined under the agreement, or (b) the borrower's option, at a rate based on SOFR, plus in either
case a margin based on average undrawn availability as determined in accordance with the agreement.
The Credit Agreement requires the Company to comply with one financial covenant, specifically, that the
Company maintain availability (as determined in accordance with the Credit Agreement) at all times equal to or
greater than the greater of (a) 10.0% of the Loan Cap and (b) $1,875,000 (subject to increase upon exercise of
the Increase Option). The “Loan Cap” is the lesser of (1) $25,000,000 less the outstanding amount of loans and
letters of credit under the Credit Agreement and (2) the borrowing base from time to time under the Credit
Agreement.
The Credit Agreement contains customary events of default, including without limitation events of default
based on payment obligations, material inaccuracies of representations and warranties, covenant defaults, final
judgments and orders, unenforceability of the Credit Agreement, material ERISA events, change in control,
insolvency proceedings, and defaults under certain other obligations. An event of default may cause the applicable
interest rate and fees to increase by 2% until such event of default has been cured, waived, or amended.
The Credit Agreement contains typical negative covenants, including, among other things, that the Borrower
will not incur indebtedness except for permitted indebtedness or make any investments except for permitted
investments, declare dividends or repurchase its stock except as permitted, acquire any subsidiaries except in
connection with a permitted acquisition, or merge or consolidate with any other entity or acquire all or substantially
all of the assets of any other company outside the ordinary course of business.
The Company is currently in compliance with the Credit Agreement covenants. As of February 3, 2024, the
Company had a borrowing base of $25.0 million. As a result of a $250,000 letter of credit against the line of credit
at the end of fiscal 2023, approximately $24.7 million was available for borrowing. The Company had no
outstanding borrowings as of February 3, 2024.
58
(10) Commitments and Contingencies
Litigation
In the normal course of business, the Company is subject to legal proceedings, government inquiries and
claims, and other commercial disputes. If one or more of these matters has an unfavorable resolution, it is possible
that the results of operations, liquidity or financial position of the Company could be materially affected in any
particular period. The Company accrues a liability for these types of contingencies when it believes that it is both
probable that a liability has been incurred and that it can reasonably estimate the amount of the loss. Gain
contingencies are recorded when the underlying uncertainty has been settled.
Assessments made by the U.K. customs authority in 2012 were appealed by the Company, which has paid
the disputed duty, strictly under protest, pending the outcome of the continuing dispute, and this is included in
receivables, net in the DTC segment. The U.K. customs authority contested the Company's appeal. Rulings by
the lower tribunal in November 2019 and upper tribunal in March 2021 held that duty was due on some, but not
all, of the products at issue. The Company petitioned the Court of Appeal for permission to appeal certain elements
of the Upper Tribunal decision and, in early November 2021, a judge granted the Company's petition for
permission to appeal those elements of the Upper Tribunal decision on some, but not all, of the grounds of appeal
that the Company had put forward. An appeal was heard by the Court of Appeal during the first quarter of
fiscal 2022, and the Court of Appeal dismissed the appeal in the third quarter of fiscal 2022. During the fourth
quarter of fiscal 2022, the UK Supreme Court declined to hear the appeal. The Company is engaging with the
customs authority to attempt to resolve all outstanding issues following the application of the determined
principles. The case will return to the lower tribunal for a final ruling if outstanding issues cannot be resolved. The
Company maintains a provision against the related receivable, based on a current evaluation of collectability,
using the latest facts available in the dispute. As of February 3, 2024, the Company had a gross receivable balance
of $4.6 million and a reserve of $3.7 million, leaving a net receivable of $0.9 million. The Company believes that
the outcome of this dispute will not have a material adverse impact on the results of operations, liquidity or financial
position of the Company.
In August 2021, a putative class action lawsuit was filed against Build-A-Bear Workshop, Inc., asserting
claims under the Telephone Consumer Protection Act (the "TCPA") alleging that the Company continued to send
marketing text messages to mobile phone numbers registered on the National Do Not Call Registry after allegedly
opting-out of receiving them. The Company reached a settlement with the Plaintiff and an insurance carrier which
has been approved by the Court and will not result in a significant expense for the Company. The action was
dismissed, with prejudice, in October 2023.
(11) Net Income Per Share
The Company computes both basic and diluted income per common share. The following table sets forth
the computation of basic and diluted income per share (in thousands, except share and per share data):
Fiscal year ended
February 3,
2024
January 28,
2023
NUMERATOR:
Net Income ............................................................................................ $
52,805 $
47,985
DENOMINATOR:
Weighted average number of common shares outstanding - basic ......
Dilutive effect of share-based awards: ..................................................
Weighted average number of common shares outstanding - dilutive ...
Basic income per common share .......................................................... $
Diluted income per common share ....................................................... $
14,342,931
128,944
14,471,875
3.68 $
3.65 $
14,940,770
309,049
15,249,819
3.21
3.15
In calculating diluted earnings per share for fiscal 2023 and 2022, options to purchase 31,343 and 49,133
shares of common stock, respectively, were outstanding at the end of the period, but were not included in the
computation of diluted income per share due to their anti-dilutive effect under provisions of ASC 260-10.
59
(12) Stock Incentive Plans
In 2004, the Company adopted the Build-A-Bear Workshop, Inc. 2004 Stock Incentive Plan which the
Company amended and restated in 2009 and 2014 (collectively, the Incentive Plans). In 2017, the Company
adopted the Build-A-Bear Workshop, Inc. 2017 Omnibus Incentive Plan.
On April 14, 2020, the Board of Directors (the “Board”) of Build-A-Bear Workshop, Inc. (the “Company”)
adopted, subject to stockholder approval, the Build-A-Bear Workshop, Inc. 2020 Omnibus Incentive Plan
(the “2020 Incentive Plan”). On June 11, 2020, at the Company’s 2020 Annual Meeting of Stockholders (the
“Annual Meeting”), the Company’s stockholders approved the 2020 Incentive Plan. On April 11, 2023, the Board
adopted, subject to stockholder approval, the Build-A-Bear Workshop, Inc. Amended and Restated 2020 Omnibus
Incentive Plan (the “Restated 2020 Incentive Plan”). On June 8, 2023, at the Company’s 2023 Annual Meeting of
Stockholders (the “Annual Meeting”), the Company’s stockholders approved the Restated 2020 Incentive Plan.
The Restated 2020 Incentive Plan, which is administered by the Compensation and Development Committee of
the Board, permits the grant of stock options (including both incentive and non-qualified stock options), stock
appreciation rights, other stock-based awards, including restricted stock and restricted stock units, cash-based
awards, and performance awards pursuant to the
terms of the Restated 2020 Incentive Plan. The
Restated 2020 Incentive Plan will terminate on April 11, 2033, unless earlier terminated by the Board. The total
number of shares of the Company’s common stock authorized for issuance under the Restated 2020 Incentive
Plan increased by 800,000 to a maximum of 1,800,000 since its inception as the 2020 Incentive Plan, subject to
customary capitalization adjustments, substitutions of acquired company awards and certain additions of acquired
company plan shares, plus shares that are subject to outstanding awards made under the Build-A-Bear Workshop,
Inc. 2017 Omnibus Incentive Plan (the “2017 Plan”) that on or after April 14, 2020 may be forfeited, expire or be
settled for cash.
For the years ended February 3, 2024 and January 28, 2023, Selling, general and administrative expense
included stock-based compensation expense of $2.1 million and $2.6 million, respectively. As of February 3, 2024,
there was $2.0 million of total unrecognized compensation expense related to unvested stock awards which is
expected to be recognized over a weighted-average period of 1.3 years. Future total shares available for options,
non-vested stock and restricted stock grants were 1,010,666 and 186,624 at the end of 2023 and 2022,
respectively.
(a) Stock Options
The following table is a summary of the balance and activity for the Plans related to stock options for the
periods presented:
Options
Weighted
Average
Exercise
Price
Weighted
Average
Remaining
Contractual
Term
Aggregate
Intrinsic
Value
(in millions)
Shares
Outstanding, January 28, 2023 .............................
Granted ..............................................................
Exercised ...........................................................
Canceled or expired ...........................................
Outstanding, February 3, 2024 .............................
177,519
-
(165,144)
-
12,375 $
14.20
-
13.93
-
17.84
1.5 $
0.1
Options Exercisable as of:
February 3, 2024 ................................................
12,375 $
17.84
1.5 $
0.1
There were no options granted during fiscal 2023 or 2022. The expense recorded related to options granted
was determined using the Black-Scholes option pricing model and the provisions of SAB 107 and 110, which allow
the use of a simplified method to estimate the expected term of “plain vanilla” options.
The total grant date fair value of options exercised in fiscal 2023 was $1.2 million and the total intrinsic value
was $1.2 million. The total grant date fair value of options exercised in fiscal 2022 was $0.8 million and the total
intrinsic value was $1.3 million. The Company generally issues new shares to satisfy option exercises.
60
(b) Restricted Stock
The Company granted restricted stock awards that vest over a one to three-year period. Recipients of time-
based restricted stock awards have the right to vote and receive dividends as to all unvested shares, however,
the receipt of such dividends is contingent on such time-based awards vesting. Recipients of performance-based
restricted stock awards have the right to vote and receive dividends upon satisfaction of the performance criteria
and certain of these awards’ dividend rights are also subject to time-based vesting. The following table is a
summary of the balance and activity for the Plans related to unvested time-based and performance-based
restricted stock granted as compensation to employees and directors for the periods presented:
Time-Based Restricted
Stock
Performance-Based
Restricted Stock
Shares
Outstanding, January 28, 2023 ....................................
Granted.........................................................................
Vested ..........................................................................
Adjusted for performance achievement .......................
Canceled or expired .....................................................
Outstanding, February 3, 2024 ....................................
287,983 $
65,759
(208,621 )
-
(22,512 )
122,609 $
Weighted
Average
Grant Date
Fair Value Shares
8.78
23.52
7.20
-
16.10
18.02
295,048 $
65,254
(215,130)
57,756
(17,846)
185,082 $
Weighted
Average
Grant Date
Fair Value
8.13
24.75
2.78
2.78
20.31
17.37
In fiscal 2023, the Committee awarded three-year performance-based restricted stock, established specific
profitability and revenue objectives for fiscal 2023, 2024, and 2025, and assigned a weighting to each
objective. Profitability is measured by the Company’s achievement of established compound annual growth for
consolidated EBITDA. Revenue will be measured by the Company's achievement of revenue growth, by meeting
established compound annual growth rate targets for cumulative total revenue. The target number of shares
awarded was 65,254 with a weighted average grant date fair value of $24.75 per share. If profitability and
revenue exceed the threshold objectives, the performance-based restricted stock award has a payout opportunity
ranging from 25% to 200% of the target number of shares.
In fiscal 2022, the Committee awarded three-year performance-based restricted stock, established specific
profitability and revenue objectives for fiscal 2022, 2023, and 2024, and assigned a weighting to each
objective. Profitability is measured by the Company’s achievement of established compound annual growth for
consolidated EBITDA. Revenue will be measured by the Company's achievement of revenue growth, by meeting
established compound annual growth rate targets for cumulative total revenue. The target number of shares
awarded was 84,579 with a weighted average grant date fair value of $18.03 per share. If profitability and
revenue exceed the threshold objectives, the performance-based restricted stock award has a payout opportunity
ranging from 25% to 200% of the target number of shares.
In fiscal 2021, the Committee awarded three-year performance-based restricted stock, established specific
profitability and revenue objectives for fiscal 2021, 2022, and 2023, and assigned a weighting to each
objective. Profitability
established
the
cumulative consolidated EBITDA. Revenue will be measured by the Company's achievement of revenue growth,
by meeting established compound annual growth rate targets for total web demand sales or cumulative total
revenue objectives. The target number of shares awarded was 53,095 with a weighted average grant date fair
value of $8.24 per share. If profitability and revenue exceed the threshold objectives, the performance-based
restricted stock award has a payout opportunity ranging from 25% to 200% of the target number of shares.
achievement
Company’s
measured
by
of
is
As of February 3, 2024, the Company had recorded aggregate expense for the fiscal 2021, 2022, and
2023 three-year performance-based restricted stock awards of $1.6 million.
The vesting date fair value of shares that vested in fiscal 2023 and 2022 was $2.1 million and $2.0 million,
respectively.
61
(13) Stockholders’ Equity
The following table summarizes the changes in outstanding shares of common stock for fiscal 2023 and
fiscal 2022:
Common
Stock
Shares issued under employee stock plans, net of shares withheld in lieu of tax withholding ....
Share repurchase .........................................................................................................................
Shares as of January 29, 2022 ........................................................................................................ 16,146,332
189,509
(1,533,503 )
Shares as of January 28, 2023 ........................................................................................................ 14,802,338
266,627
(896,603 )
Shares as of February 3, 2024 ......................................................................................................... 14,172,362
Shares issued under employee stock plans, net of shares withheld in lieu of tax withholding ....
Share repurchase .........................................................................................................................
The Company's Board of Directors declared an initial quarterly dividend of $0.20 per share paid on April 11,
2024, to all shareholders of record as of March 28, 2024.
(14) Major Vendors
Five vendors, each of whose primary manufacturing facilities are located in Asia, accounted for
approximately 73% of inventory purchases in 2023 and 77% in 2022.
(15) Segment Information
The Company’s operations are conducted through three operating segments consisting of DTC, commercial
and international franchising. The DTC segment includes the operating activities of corporately-managed locations
and other retail delivery operations in the U.S., Canada, Ireland and the U.K., including the Company’s e-
commerce sites and temporary stores. The commercial segment includes the Company’s transactions with other
businesses, mainly comprised of wholesale activities, licensing the Company’s intellectual properties for third
party use, and entertainment activities. The international franchising segment includes the licensing activities of
the Company’s franchise agreements with store locations in select countries in Asia, Australia, the Middle
East, Africa, and South America. The operating segments have discrete sources of revenue, different capital
structures and different cost structures. These operating segments represent the basis on which the Company’s
chief operating decision maker regularly evaluates the business in assessing performance, determining the
allocation of resources and the pursuit of future growth opportunities. Accordingly, the Company has determined
that each of its operating segments represent a reportable segment. The three reportable segments follow the
same accounting policies used for the Company’s consolidated financial statements.
Following is a summary of the financial information for the Company’s reporting segments (in thousands):
Direct-to-
International
Consumer Commercial Franchising
Total
Fifty-three weeks ended February 3, 2024
Net sales to external customers ................................ $ 456,163 $
56,613
Income before income taxes .....................................
18,295
Capital expenditures .................................................
13,264
Depreciation and amortization ..................................
Fifty-two weeks ended January 28, 2023
Net sales to external customers ................................ $ 446,181 $
51,663
Income before income taxes .....................................
13,634
Capital expenditures .................................................
11,972
Depreciation and amortization ..................................
25,413 $
8,160
-
393
18,523 $
8,318
-
510
4,538 $ 486,114
66,329
1,556
18,295
-
13,657
-
3,233 $ 467,937
61,924
1,943
13,634
-
12,482
-
Total Assets as of:
February 3, 2024 ....................................................... $ 262,299 $
January 28, 2023 ...................................................... $ 272,221 $
8,801 $
7,466 $
1,225 $ 272,325
280,794
1,107
62
The Company’s reportable segments are primarily determined by the types of products and services that
they offer. Each reportable segment may operate in many geographic areas. Revenues are recognized in the
geographic areas based on the location of the customer or franchisee. The following schedule is a summary of
the Company’s sales to external customers and long-lived assets by geographic area (in thousands):
North
America (1) Europe (2) Other (3)
Total
Fifty-three weeks ended February 3, 2024
Net sales to external customers ................................ $
Property and equipment, net .....................................
426,244 $
51,707
56,141 $
3,555
3,729 $ 486,114
55,262
-
Fifty-two weeks ended January 28, 2023
Net sales to external customers ................................ $
Property and equipment, net .....................................
408,881 $
48,242
55,854 $
2,517
3,202 $ 467,937
50,759
-
For purposes of this table only:
(1) North America includes corporately-managed stores in the United States and Canada.
(2) Europe includes corporately-managed stores in the U.K. and Ireland.
(3) Other includes franchise businesses outside of North America and Europe.
(a)(2) Financial Statement Schedules
Schedule II – Valuation and Qualifying Accounts
Beginning
Balance
Charged to
cost and
expenses
Other (1)
Ending
Balance
Deferred Tax Asset Valuation Allowance
2023 .............................................................. $
2022 ..............................................................
8,000 $
9,795
(5,500) $
(478)
(954) $
(1,317)
1,546
8,000
(1) Other deferred tax asset valuation allowance represents reserves utilized and the impact of currency
translation.
(a)(3) Exhibits.
The following is a list of exhibits filed as a part of the Annual Report on Form 10-K:
Exhibit
Number
Description
2.1
3.1
3.2
4.1
4.2
Agreement and Plan of Merger dated April 3, 2000 between Build-A-Bear Workshop, L.L.C. and the
Registrant (incorporated by reference from Exhibit 2.1 to our Registration Statement on Form S-1,
filed on August 12, 2004, Registration No. 333-118142)
Third Amended and Restated Certificate of Incorporation (incorporated by reference from Exhibit 3.1
of our Current Report on Form 8-K, filed on November 8, 2004)
Amended and Restated Bylaws, as amended through January 4, 2018 (incorporated by reference
from Exhibit 3.1 to our Current Report on Form 8-K, filed on January 4, 2018)
Specimen Stock Certificate (incorporated by reference from Exhibit 4.1 to Amendment No. 3 to our
Registration Statement on Form S-1, filed on October 1, 2004, Registration No. 333-118142)
Description of Registrant's Securities Registered Pursuant to Section 12 of the Securities Exchange
Act of 1934, as amended (incorporated by reference from Exhibit 4.2 to our Annual Report on Form
10-K, filed on April 15, 2021)
63
10.1*
Build-A-Bear Workshop, Inc. Amended and Restated 2004 Stock Incentive Plan (incorporated by
reference from Exhibit 10.1 to our Current Report on Form 8-K, filed on August 1, 2006)
10.1.1*
Second Amended and Restated Build-A-Bear Workshop, Inc. 2004 Stock Incentive Plan
(incorporated by reference from Exhibit 99.1 on our Registration Statement on Form S-8, filed on
May 18, 2009)
10.1.2*
Third Amended and Restated Build-A-Bear Workshop, Inc. 2004 Stock Incentive Plan (incorporated
by reference from Exhibit 10.1 on our Current Report on Form 8-K, filed on May 12, 2014)
10.1.3*
10.1.4*
10.1.5*
10.1.6*
10.1.7*
Form of the Restricted Stock and Non-Qualified Stock Option Agreement under the Registrant’s
Third Amended and Restated 2004 Stock Incentive Plan (incorporated by reference from Exhibit
10.2 on our Current Report on Form 8-K, filed on May 12, 2014)
Form of the Restricted Stock and Non-Qualified Stock Option Agreement under the Registrant’s
Third Amended and Restated 2004 Stock Incentive Plan (incorporated by reference from Exhibit
10.1 on our Current Report on Form 8-K, filed on March 20, 2015)
Form of Restricted Stock and Non-Qualified Stock Option Agreement under the Registrant’s Third
Amended and Restated 2004 Stock Incentive Plan (incorporated by reference from Exhibit 10.7 on
our Current Report on Form 8-K, filed on March 11, 2016)
Form of Restricted Stock Agreement under the Registrant’s Third Amended and Restated 2004
Stock Incentive Plan (incorporated by reference from Exhibit 10.1.11 on our Annual Report on Form
10-K, for the year ended December 31, 2016)
Form of Restricted Stock and Non-Qualified Stock Option Agreement under the Registrant’s Third
Amended and Restated 2004 Stock Incentive Plan (incorporated by reference from Exhibit 10.2 on
our Current Report on Form 8-K, filed on March 17, 2017)
10.1.8*
Build-A-Bear Workshop, Inc. 2017 Omnibus Incentive Plan (incorporated by reference from Exhibit
10.1 to our Current Report on Form 8-K, filed on May 12, 2017)
10.1.9*
Form of Restricted Stock and Non-Qualified Stock Option Award Agreement under Registrant's 2017
Omnibus Incentive Plan (incorporated by reference from Exhibit 10.2 on our Current Report on Form
8-K, filed on March 21, 2018)
10.1.10*
Form of Restricted Stock Agreement (incorporated by reference from Exhibit 10.2 on our Current
Report on Form 8-K, filed on April 19, 2019)
10.1.11*
Build-A-Bear Workshop, Inc. 2020 Omnibus Incentive Plan (incorporated by reference from Exhibit
10.1 to our Current Report on Form 8-K, filed on June 12, 2020)
10.1.12*
Description of Build-A-Bear Workshop, Inc. Three-Year Performance-Based Cash Program for C-
Level Employees (incorporated by reference from Exhibit 10.2 on our Current Report on Form 8-K,
filed on October 9, 2020)
10.1.13*
Form of Restricted Stock Agreement under
Incentive
Plan (incorporated by reference from Exhibit 10.3 on our Current Report on Form 8-K, filed on
October 9, 2020)
the Registrant’s 2020 Omnibus
10.1.14*
Form of Restricted Stock Agreement under
Incentive
Plan (incorporated by reference from Exhibit 10.3 of our Current Report on Form 8-K, filed on April
16, 2021)
the Registrant’s 2020 Omnibus
10.1.15*
Description of Build-A-Bear Work, Inc. Cash Bonus Program for C-Level Employees (incorporated
by reference from Exhibit 10.1 of our Current Report on Form 8-K, filed on April 15, 2022)
64
10.1.16*
Description of Build-A-Bear Work, Inc. Cash Bonus Program for C-Level Employees (incorporated
by reference from Exhibit 10.1 of our Current Report on Form 8-K, filed on April 14, 2023)
10.1.17*
Build-A-Bear Workshop, Inc. Amended and Restated 2020 Omnibus Incentive Plan (incorporated
by reference from Exhibit 10.1 of our Current Report on Form 8-K, filed on June 9, 2023)
10.1.18*
Form of Non-Employee Director Restricted Stock Agreement (incorporated by reference from Exhibit
10.2 of our Current Report on Form 8-K, filed on June 9, 2023)
10.2 *
10.3*
10.4*
10.5*
10.6.1*
10.6.2*
10.6.3*
10.7*
10.8*
10.9
10.9.1
Nonqualified Deferred Compensation Plan (incorporated by reference from Exhibit 10.42 to our
Annual Report on Form 10-K, for the year ended December 30, 2006)
Amended and Restated Employment, Confidentiality and Noncompete Agreement, dated March 7,
2016, by and between Eric Fencl and Build-A-Bear Workshop, Inc. (incorporated by reference from
Exhibit 10.1 on our Current Report on Form 8-K, filed on March 11, 2016)
Amended and Restated Employment, Confidentiality and Noncompete Agreement, dated March 7,
2016, by and between J. Christopher Hurt and Build-A-Bear Workshop, Inc. (incorporated by
reference from Exhibit 10.2 on our Current Report on Form 8-K, filed on March 11, 2016)
Amended and Restated Employment, Confidentiality and Noncompete Agreement, dated March 7,
2016, by and between Sharon Price John and Build-A-Bear Workshop, Inc. (incorporated by
reference from Exhibit 10.3 on our Current Report on Form 8-K, filed on March 11, 2016)
Amended and Restated Employment, Confidentiality and Noncompete Agreement, dated March 7,
2016, by and between Jennifer Kretchmar and Build-A-Bear Workshop, Inc. (incorporated by
reference from Exhibit 10.4 on our Current Report on Form 8-K, filed on March 11, 2016)
Separation Agreement and General Release by and between Jennifer Kretchmar and Build-A-Bear
Workshop, Inc. dated February 4, 2024 (incorporated by reference from Exhibit 10.1 on our Current
Report on Form 8-K filed on February 5, 2024)
Consulting Agreement by and between Jennifer Kretchmar and Build-A-Bear Workshop, Inc., dated
February 4, 2024 (incorporate by reference from Exhibit 10.2 on our Current Report on Form 8-K
filed on February 5, 2024)
Amended and Restated Employment, Confidentiality and Noncompete Agreement, dated March 7,
2016, by and between Vojin Todorovic and Build-A-Bear Workshop, Inc. (incorporated by reference
from Exhibit 10.5 on our Current Report on Form 8-K, filed on March 11, 2016)
Form of Indemnification Agreement between the Registrant and its directors and executive officers
(incorporated by reference from Exhibit 10.11 to our Registration Statement on Form S-1, filed on
August 12, 2004, Registration No. 333-118142)
Revolving Credit and Security Agreement dated as of August 25, 2020 among the Company
and Build-A-Bear Retail Management, Inc., as borrowers; Build-A-Bear Workshop Franchise
Holdings, Inc., Build-A-Bear Entertainment, LLC, Build-A-Bear Card Services LLC and Build-A-Bear
Workshop Canada, Ltd., as guarantors; the lenders party thereto; and PNC Bank, National
Association, as agent for lenders (incorporated by reference from Exhibit 10.1 of our Current Report
on Form 8-K, filed on August 31, 2020).
First Amendment to Revolving Credit and Security Agreement dated as of December 17, 2021
among the Company and Build-A-Bear Retail Management, Inc., as borrowers; Build-A-Bear
Workshop Franchise Holdings, Inc., Build-A-Bear Entertainment, LLC, Build-A-Bear Card Services
LLC and Build-A-Bear Workshop Canada, Ltd., as guarantors; the lenders party thereto; and PNC
Bank, National Association, as agent for lenders (incorporated by reference from Exhibit 10.1 on our
Current Report on Form 8-K, filed on December 22, 2021)
65
10.9.2
10.10
10.11
11.1
21.1
23.1
31.1
31.2
32.1
32.2
Second Amendment to Revolving Credit and Security Agreement dated as of November 21, 2022
among the Company and Build-A-Bear Retail Management, Inc., as borrowers; Build-A-Bear
Workshop Franchise Holdings, Inc., Build-A-Bear Entertainment, LLC, Build-A-Bear Card Services
LLC and Build-A-Bear Workshop Canada, Ltd., as guarantors; the lenders party thereto; and PNC
Bank, National Association, as agent for lenders (incorporated by reference from Exhibit 10.1 of our
Current Report on Form 8-K, filed on November 23, 2022)
Facility Construction Agreement dated December 22, 2005 between the Registrant and Duke
Construction Limited Partnership (incorporated by reference from Exhibit 10.35 to our Annual Report
on Form 10-K, for the year ended December 31, 2005)
Real Estate Purchase Agreement dated December 19, 2005 between Duke Realty Ohio and the
Registrant (incorporated by reference from Exhibit 10.36 to our Annual Report on Form 10-K, for the
year ended December 31, 2005)
Statement regarding computation of earnings per share (incorporated by reference from Note 10 of
the Registrant’s audited consolidated financial statements included herein)
List of Subsidiaries of the Registrant
Consent of Ernst & Young LLP
Rule 13a-14(a)/15d-14(a) certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
executed by the President and Chief Executive Officer)
Rule 13a-14(a)/15d-14(a) certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
executed by the Chief Financial Officer)
Section 1350 Certification (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by
the President and Chief Executive Officer)
Section 1350 Certification (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by
the Chief Financial Officer)
97.1
Clawback Policy
101.INS
Inline XBRL Instance Document - the instance document does not appear in the Interactive Data
File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Extension Calculation Linkbase Document
101.DEF
Inline XBRL Extension Definition Linkbase Document
101.LAB
Inline XBRL Extension Label Linkbase Document
101.PRE
Inline XBRL Extension Presentation Linkbase Document
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
* Management contract or compensatory plan or arrangement
ITEM 16. FORM 10-K SUMMARY
None.
66
BUILD-A-BEAR WORKSHOP, INC.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: April 18, 2024
By: /s/ Sharon John
BUILD-A-BEAR WORKSHOP, INC.
(Registrant)
Sharon John
President and Chief Executive Officer
By: /s/ Voin Todorovic
Voin Todorovic
Chief Financial Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Sharon John and Voin Todorovic, and each of them, his or her true and lawful attorneys-
in-fact and agents, with full power of substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities to sign the Annual Report on Form 10-K of Build-A-Bear Workshop, Inc. (the
“Company”) for the fiscal year ended February 3, 2024 and any other documents and instruments incidental
thereto, together with any and all amendments and supplements thereto, to enable the Company to comply with
the Securities Act of 1934, as amended, and any rules, regulations and requirements of the Securities and
Exchange Commission in respect thereof, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and every act and thing requisite or
necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and agents and/or any of them, or their or
his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
67
Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report on Form 10-K has
been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates
indicated.
Signatures
/s/ Craig Leavitt
Craig Leavitt
/s/ George Carrara
George Carrara
/s/ Robert L. Dixon, Jr.
Robert L. Dixon, Jr.
/s/ Narayan Iyengar
Narayan Iyengar
/s/ Lesli Rotenberg
Lesli Rotenberg
/s/ Sharon John
Sharon John
/s/ Voin Todorovic
Voin Todorovic
Title
Date
Non-Executive Chairman
April 18, 2024
Director
Director
Director
Director
Director and President and Chief Executive Officer
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial and Accounting Officer)
April 18, 2024
April 18, 2024
April 18, 2024
April 18, 2024
April 18, 2024
April 18, 2024
68
Build-A-Bear Workshop, Inc.
415 South 18th Street
St. Louis, MO 63103
buildabear.com