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
43-1883836
(State or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
415 South 18th St.
St. Louis, Missouri
63103
(Address of Principal Executive Offices)
(Zip Code)
(314) 423-8000
(Registrant’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share
BBW
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
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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.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Proxy Statement for its June 13, 2024 Annual Meeting of Stockholders are incorporated herein by reference.
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BUILD-A-BEAR WORKSHOP, INC.
INDEX TO FORM 10-K
Page
Forward-Looking Statements
4
Part I
Item 1.
Business
5
Item 1A. Risk Factors
9
Item 1B. Unresolved Staff Comments
21
Item 1C. Cybersecurity
21
Item 2.
Properties
23
Item 3.
Legal Proceedings
23
Item 4.
Mine Safety Disclosure
23
Part II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
23
Item 6.
[Reserved]
24
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
25
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
35
Item 8.
Financial Statements and Supplementary Data
35
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
35
Item 9A. Controls and Procedures
36
Item 9B. Other Information
38
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
38
Part III
Item 10. Directors, Executive Officers and Corporate Governance
38
Item 11. Executive Compensation
39
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
39
Item 13. Certain Relationships and Related Transactions and Director Independence
39
Item 14. Principal Accountant Fees and Services
39
Part IV
Item 15. Exhibits and Financial Statement Schedules
40
Item 16. Form 10-K Summary
69
Exhibit Index
66
Signatures
70
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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:
•
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.
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PART I
ITEM 1.
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.
As of February 3, 2024, the Company had 525 global locations through a combination of its corporately-managed, partner-operated, and
international-franchise models. This reflects 359 corporately-managed 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 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.
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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:
•
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.
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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.
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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.
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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:
•
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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Fail
ure 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 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.
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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, 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.
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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.
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.
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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.
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.
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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.
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.
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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;
•
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.
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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;
•
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.
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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.
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.
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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.
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.
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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.
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.
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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
Period
(a) Total Number
of Shares (or
Units) Purchased
(1)
(b) Average Price
Paid Per Share
(or Unit) (2)
(c) Total Number
of Shares (or
Units) Purchased
as Part of
Publicly
Announced
Plans or
Programs
(d) Maximum
Number (or
Approximate
Dollar Value) of
Shares (or Units)
that May Yet Be
Purchased Under
the Plans or
Programs (3)
Oct 29, 2023 - Nov 25, 2023
71,178 $
24.45
71,178 $
29,579,380
Nov 26, 2023 - Dec 30, 2023
52,493
23.58
52,493
28,341,639
Dec 31, 2023 - Feb 3, 2024
100,198
22.32
100,198
26,105,492
Total
223,869 $
23.29
223,869 $
26,105,492
(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.
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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.
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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
2024
2023
North America (1)
$
495 $
479
United Kingdom (2)
£
629 £
679
(1)
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.
(2)
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.
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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:
Fiscal year ended
February 3, 2024
January 28, 2023
North
North
America
Europe
Total
America
Europe
Total
Beginning of period
312
38
350
305
41
346
Opened
9
2
11
9
3
12
Converted
(1)
-
(1)
-
-
-
Closed
-
(1)
(1)
(2)
(6)
(8)
End of period
320
39
359
312
38
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
70
61
Opened
22
13
Closed
-
(4)
End of period
92
70
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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
68
72
Opened
12
12
Closed
(6)
(16)
End of period
74
68
As of February 3, 2024, the distribution of franchised locations among these countries was as follows:
South Africa
21
Australia (1)
20
China (2)
8
Gulf States (3)
14
Chile
11
Total
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.
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.
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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,
January 28,
2024
2023
Revenues:
Net retail sales
93.9%
95.3%
Commercial revenue
5.2
4.0
International franchising
0.9
0.7
Total revenues
100.0
100.0
Costs and expenses:
Cost of merchandise sold - retail (1)
45.3
47.4
Cost of merchandise sold - commercial (1)
47.6
46.4
Cost of merchandise sold - international franchising (1)
62.1
61.4
Total cost of merchandise sold
45.6
47.5
Consolidated gross profit
54.4
52.5
Selling, general and administrative
40.9
39.3
Interest expense (income), net
(0.2)
0.0
Income before income taxes
13.6
13.2
Income tax expense
2.8
3.0
Net income
10.9
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.
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
(0.1)
E-commerce
(3.2)
New stores
7.3
Store closures
(4.0)
Gift card breakage
1.2
Foreign currency translation
0.7
53rd Week
6.9
Other
1.2
10.0
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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.
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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):
Fiscal year ended
February 3, 2024 January 28, 2023
Income before income taxes (pre-tax)
66,329
61,924
Interest expense (income), net
(929)
19
Depreciation and amortization expense
13,657
12,482
Earnings before interest, taxes, depreciation, and amortization
$
79,057 $
74,425
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,
January 28,
2024
2023
Net cash provided by operating activities
$
64,310 $
47,276
Net cash used in investing activities
(18,295)
(13,634)
Net cash used in financing activities
(43,901)
(25,056)
Effect of exchange rates on cash
15
767
Increase (decrease) in cash, cash equivalents and restricted cash
$
2,129 $
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.
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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.
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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 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.
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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.
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.
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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.
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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.
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.
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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
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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.
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
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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.
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
(c)
Number of
securities
(a)
(b)
remaining
available for
Number of
securities to
Weighted-average
future issuance
under equity
be issued upon
exercise of
exercise price of
compensation
plans
outstanding
options,
outstanding
options,
(excluding
securities
Plan category
warrants and
rights
warrants and
rights
reflected in
column (a))
Equity compensation plans approved by security
holders
12,375 $
17.84
1,010,666
Total
12,375 $
17.84
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.
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PART IV
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)(1) Financial Statements
The financial statements and schedules set forth below are filed on the indicated pages as part of this Annual Report on Form 10-K.
Page
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)
41
Consolidated Balance Sheets as of February 3, 2024 and January 28, 2023
43
Consolidated Statements of Operations and Comprehensive Income (Loss) for the fiscal years ended February 3, 2024 and
January 28, 2023
44
Consolidated Statements of Stockholders’ Equity for the fiscal years ended February 3, 2024 and January 28, 2023
45
Consolidated Statements of Cash Flows for the fiscal years ended February 3, 2024 and January 28, 2023
46
Notes to Consolidated Financial Statements
47
Schedule II - Valuation and Qualifying Accounts
65
40
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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.
41
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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
42
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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
$
44,327 $
42,198
Inventories, net
63,499
70,485
Receivables, net
8,569
15,374
Prepaid expenses and other current assets
11,377
19,374
Total current assets
127,772
147,431
Operating lease right-of-use asset
73,443
71,791
Property and equipment, net
55,262
50,759
Deferred tax assets
8,682
6,592
Other assets, net
7,166
4,221
Total Assets
$
272,325 $
280,794
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable
$
16,170 $
10,286
Accrued expenses
19,954
37,358
Operating lease liability short term
25,961
27,436
Gift cards and customer deposits
18,134
19,425
Deferred revenue and other
3,514
6,646
Total current liabilities
83,733
101,151
Operating lease liability long term
57,609
59,080
Other long-term liabilities
1,321
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
142
148
Additional paid-in capital
66,330
69,868
Accumulated other comprehensive loss
(12,082)
(12,274)
Retained earnings
75,272
61,375
Total stockholders' equity
129,662
119,117
Total Liabilities and Stockholders' Equity
$
272,325 $
280,794
See accompanying notes to consolidated financial statements.
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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
$
456,163 $
446,181
Commercial revenue
25,413
18,523
International franchising
4,538
3,233
Total revenues
486,114
467,937
Costs and expenses:
Cost of merchandise sold - retail
206,815
211,489
Cost of merchandise sold - commercial
12,091
8,591
Cost of merchandise sold - international franchising
2,816
1,985
Total cost of merchandise sold
221,722
222,065
Consolidated gross profit
264,392
245,872
Selling, general and administrative expense
198,992
183,929
Interest expense (income), net
(929)
19
Income before income taxes
66,329
61,924
Income tax expense
13,524
13,939
Net income
$
52,805 $
47,985
Foreign currency translation adjustment
192
196
Comprehensive income
$
52,997 $
48,181
Income per common share:
Basic
$
3.68 $
3.21
Diluted
$
3.65 $
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.
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BUILD-A-BEAR WORKSHOP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(Dollars in thousands)
Accumulated
Additional
other
Common
paid-in
comprehensive
Retained
stock
capital
income (loss)
earnings
Total
Balance, January 29, 2022
$
162 $
75,490 $
(12,470) $
30,501 $
93,683
Stock-based compensation expense
-
1,547
-
-
1,547
Shares issued under employee stock plans
3
2,082
-
-
2,085
Shares withheld in lieu of tax withholdings
(1)
(2,178)
-
-
(2,179)
Share Repurchase
(16)
(7,073)
-
(17,083)
(24,172)
Other
-
-
-
(28)
(28)
Other comprehensive income
-
-
196
-
196
Net income
-
-
- $
47,985
47,985
Balance, January 28, 2023
$
148 $
69,868 $
(12,274) $
61,375 $
119,117
Adoption of new ASU - ASC 326
-
-
-
(785)
(785)
Subtotal
$
148 $
69,868 $
(12,274) $
60,590 $
118,332
Stock-based compensation expense
-
1,385
-
-
1,385
Shares issued under employee stock plans
5
2,894
-
-
2,899
Shares withheld in lieu of tax withholdings
(2)
(3,638)
-
-
(3,640)
Share Repurchase
(9)
(4,179)
-
(16,312)
(20,500)
Cash Dividend
-
-
-
(22,014)
(22,014)
Other
-
-
203
203
Other comprehensive income
-
-
192
-
192
Net income
-
-
-
52,805
52,805
Balance, February 3, 2024
$
142 $
66,330 $
(12,082) $
75,272 $
129,662
See accompanying notes to consolidated financial statements.
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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
13,657
12,482
Share-based and performance-based stock compensation
2,089
2,559
Deferred taxes
(1,893)
992
Provision/adjustments for doubtful accounts
251
(820)
Loss on disposal of property and equipment
121
110
Net change in film costs and advances
(1,913)
(2,453)
Change in assets and liabilities:
Inventories, net
7,102
357
Receivables, net
5,870
(3,045)
Prepaid expenses and other assets
6,776
(6,067)
Accounts payable and accrued expenses
(11,083)
(335)
Operating leases
(5,175)
(5,899)
Gift cards and customer deposits
(1,310)
(1,485)
Deferred revenue
(2,987)
2,895
Net cash provided by operating activities
64,310
47,276
Cash flows used in investing activities:
Capital expenditures
(18,295)
(13,634)
Net cash used in investing activities
(18,295)
(13,634)
Cash flows used in financing activities:
Proceeds from exercise of employee equity awards, net of tax
(1,339)
(592)
Purchases of Company's common stock
(20,500)
(24,172)
Cash dividends paid on vested participating securities
(22,062)
(292)
Net cash used in financing activities
(43,901)
(25,056)
Effect of exchange rates on cash
15
767
Increase (decrease) in cash, cash equivalents and restricted cash
2,129
9,353
Cash, cash equivalents and restricted cash, beginning of period
42,198
32,845
Cash, cash equivalents and restricted cash, end of period
$
44,327 $
42,198
Reconciliation of cash, cash equivalents and restricted cash (1)
Cash and cash equivalents
$
43,934 $
41,748
Restricted cash from long-term deposits
393
450
Total cash, cash equivalents and restricted cash
$
44,327 $
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.
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Table of Contents
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.
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Receivables
Receivables consist primarily of amounts due to the Company in relation to wholesale and corporate product sales, franchisee royalties and product
sales, tenant allowances, certain amounts due from 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 economic conditions, and other
relevant factors. 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.
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.
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.
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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.
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.
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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, 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.
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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.
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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.
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(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 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.
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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
2023
2022
Balance, beginning of period
$
5,872 $
7,056
Adjustment for expected credit losses
1,912
2,105
Uncollectible accounts written off, net of recoveries (1)
(849)
(3,289)
Balance, end of period
$
6,935 $
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
$
36,849 $
34,738
Variable lease costs (1)
10,782
10,081
Short term lease costs
110
47
Total Operating Lease costs
$
47,741 $
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.
Other information
The table below presents supplemental cash flow information related to leases for the periods presented (in thousands).
For the Year Ended
February 3, 2024 January 28, 2023
Operating cash flows for operating leases
$
39,598 $
37,285
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.
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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
29,604
2025
24,102
2026
15,223
2027
10,172
2028
5,652
Thereafter
13,141
Total minimum lease payments
97,894
Less: amount of lease payments representing interest
(14,324)
Present value of future minimum lease payments
83,570
Less: current obligations under leases
(25,961)
Long-term lease obligations
$
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):
February 3,
January 28,
2024
2023
Prepaid occupancy (1)
$
2,442 $
2,196
Prepaid insurance
1,250 $
1,221
Prepaid gift card fees
699 $
835
Prepaid royalties
319 $
301
Prepaid taxes (2)
199 $
73
Prepaid merchandise (3)
- $
6,047
Other (4)
6,468 $
8,701
Total
$
11,377 $
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.
Other non-current assets consist of the following (in thousands):
February 3,
January 28,
2024
2023
Entertainment production asset
$
4,734 $
2,939
Deferred compensation
2,121
853
Other (1)
311
429
Total
$
7,166 $
4,221
(1) Other consists primarily of deferred financing costs related to the Company's credit facility.
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(6)
Property and Equipment, net
Property and equipment, net consist of the following (in thousands):
February 3,
January 28,
2024
2023
Land
$
2,261 $
2,261
Furniture and fixtures
26,129
26,134
Machinery and equipment
16,296
15,556
Leasehold improvements
101,126
98,808
Building
14,970
14,969
Computer hardware
25,920
21,509
Computer software
31,132
25,696
Construction in progress
7,821
10,895
225,655
215,828
Less accumulated depreciation
170,393
165,069
Total, net
$
55,262 $
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,
January 28,
2024
2023
Accrued wages, bonuses and related expenses
$
14,549 $
23,767
Sales tax payable
$
2,447
4,561
Accrued rent and related expenses (1)
$
1,356
1,512
Current income taxes payable
$
1,602
3,418
Accrued expense - other (2)
$
-
4,100
Total
$
19,954 $
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.
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(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):
Fiscal year ended
February 3,
January 28,
2024
2023
Domestic
$
61,110 $
57,595
Foreign
5,219
4,329
Total income before income taxes
$
66,329 $
61,924
The components of the income tax expense are as follows (in thousands):
Fiscal year ended
February 3,
January 28,
2024
2023
Current:
U.S. Federal
$
12,080 $
10,190
U.S. State
3,205
2,617
Foreign
145
30
Deferred:
U.S. Federal
(537)
368
U.S. State
(212)
285
Foreign
(1,157)
449
Income tax expense
$
13,524 $
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,
January 28,
2024
2023
Income before income taxes
$
66,329 $
61,924
U.S. federal statutory income tax rate
21%
21%
Income tax expense at statutory federal rate
13,929
13,004
Valuation allowance
(5,075)
(328)
State and local income taxes, net of federal tax benefit
2,354
2,202
Non deductible executive compensation
1,038
1,091
Effect of lower foreign taxes
639
(33)
Adjustment for unrecognized tax positions
3
(30)
Other items, net
636
(1,967)
Income tax expense (benefit)
$
13,524 $
13,939
Effective tax rate
20.4%
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.
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Temporary differences that gave rise to deferred tax assets and liabilities are as follows (in thousands):
February 3,
January 28,
2024
2023
Deferred tax assets:
Operating lease liability
$
21,091 $
21,877
Deferred revenue
3,173
3,116
Accrued compensation
2,249
2,941
Net operating loss carryforwards
849
2,776
Depreciation
1,063
1,581
Investment in affiliates
-
1,576
Accrued expenses
334
1,213
Deferred compensation
822
962
Inventories
871
842
Receivables write-offs
806
563
Carryforward of tax credits
222
311
Intangible assets
2,954
240
Other
163
404
Total gross deferred tax assets
34,597
38,402
Less: Valuation allowance
(1,546)
(8,000)
Total deferred tax assets, net of valuation allowance
33,051
30,402
Deferred tax liabilities:
Operating lease right-of-use assets
(17,999)
(17,828)
Depreciation
(4,222)
(3,634)
Deferred expense
(1,451)
(1,402)
Inventories
(682)
(928)
Other
(15)
(18)
Total deferred tax liabilities
(24,369)
(23,810)
Net deferred tax assets
$
8,682 $
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.
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A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in thousands):
February 3,
January 28,
2024
2023
Balance at beginning of year
66
334
Increases for prior year tax positions
-
-
Settlements
-
(268)
Balance at end of year
66
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.
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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.
(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.
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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,
January 28,
2024
2023
NUMERATOR:
Net Income
$
52,805 $
47,985
DENOMINATOR:
Weighted average number of common shares outstanding - basic
14,342,931
14,940,770
Dilutive effect of share-based awards:
128,944
309,049
Weighted average number of common shares outstanding - dilutive
14,471,875
15,249,819
Basic income per common share
$
3.68 $
3.21
Diluted income per common share
$
3.65 $
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.
(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.
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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
Shares
Weighted
Average
Exercise Price
Weighted
Average
Remaining
Contractual
Term
Aggregate
Intrinsic Value
(in millions)
Outstanding, January 28, 2023
177,519
14.20
Granted
-
-
Exercised
(165,144)
13.93
Canceled or expired
-
-
Outstanding, February 3, 2024
12,375 $
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.
(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
Weighted
Average Grant
Date Fair
Value
Shares
Weighted
Average Grant
Date Fair
Value
Outstanding, January 28, 2023
287,983 $
8.78
295,048 $
8.13
Granted
65,759
23.52
65,254
24.75
Vested
(208,621)
7.20
(215,130)
2.78
Adjusted for performance achievement
-
-
57,756
2.78
Canceled or expired
(22,512)
16.10
(17,846)
20.31
Outstanding, February 3, 2024
122,609 $
18.02
185,082 $
17.37
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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 is measured by the Company’s achievement of established
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.
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.
(13) Stockholders’ Equity
The following table summarizes the changes in outstanding shares of common stock for fiscal 2023 and fiscal 2022:
Common
Stock
Shares as of January 29, 2022
16,146,332
Shares issued under employee stock plans, net of shares withheld in lieu of tax withholding
189,509
Share repurchase
(1,533,503)
Shares as of January 28, 2023
14,802,338
Shares issued under employee stock plans, net of shares withheld in lieu of tax withholding
266,627
Share repurchase
(896,603)
Shares as of February 3, 2024
14,172,362
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.
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(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 $
25,413 $
4,538 $
486,114
Income before income taxes
56,613
8,160
1,556
66,329
Capital expenditures
18,295
-
-
18,295
Depreciation and amortization
13,264
393
-
13,657
Fifty-two weeks ended January 28, 2023
Net sales to external customers
$
446,181 $
18,523 $
3,233 $
467,937
Income before income taxes
51,663
8,318
1,943
61,924
Capital expenditures
13,634
-
-
13,634
Depreciation and amortization
11,972
510
-
12,482
Total Assets as of:
February 3, 2024
$
262,299 $
8,801 $
1,225 $
272,325
January 28, 2023
$
272,221 $
7,466 $
1,107
280,794
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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
$
426,244 $
56,141 $
3,729 $
486,114
Property and equipment, net
51,707
3,555
-
55,262
Fifty-two weeks ended January 28, 2023
Net sales to external customers
$
408,881 $
55,854 $
3,202 $
467,937
Property and equipment, net
48,242
2,517
-
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
$
8,000 $
(5,500) $
(954) $
1,546
2022
9,795
(478)
(1,317)
8,000
(1) Other deferred tax asset valuation allowance represents reserves utilized and the impact of currency translation.
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(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
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)
3.1
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)
3.2
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)
4.1
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)
4.2
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)
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*
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)
10.1.4*
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)
10.1.5*
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)
10.1.6*
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)
10.1.7*
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)
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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 the Registrant’s 2020 Omnibus Incentive Plan (incorporated by reference from Exhibit 10.3 on
our Current Report on Form 8-K, filed on October 9, 2020)
10.1.14*
Form of Restricted Stock Agreement under the Registrant’s 2020 Omnibus Incentive Plan (incorporated by reference from Exhibit 10.3 of
our Current Report on Form 8-K, filed on April 16, 2021)
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)
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 *
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)
10.3*
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)
10.4*
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)
10.5*
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)
10.6.1*
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)
10.6.2*
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)
10.6.3*
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)
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10.7*
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)
10.8*
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)
10.9
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).
10.9.1
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)
10.9.2
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)
10.10
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)
10.11
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)
11.1
Statement regarding computation of earnings per share (incorporated by reference from Note 10 of the Registrant’s audited consolidated
financial statements included herein)
21.1
List of Subsidiaries of the Registrant
23.1
Consent of Ernst & Young LLP
31.1
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)
31.2
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)
32.1
Section 1350 Certification (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the President and Chief Executive
Officer)
32.2
Section 1350 Certification (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Chief Financial Officer)
97.1
Clawback Policy
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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.
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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.
BUILD-A-BEAR WORKSHOP, INC.
(Registrant)
Date: April 18, 2024
By:
/s/ Sharon John
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.
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Table of Contents
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
Title
Date
/s/ Craig Leavitt
Non-Executive Chairman
April 18, 2024
Craig Leavitt
/s/ George Carrara
Director
April 18, 2024
George Carrara
/s/ Robert L. Dixon, Jr.
Director
April 18, 2024
Robert L. Dixon, Jr.
/s/ Narayan Iyengar
Director
April 18, 2024
Narayan Iyengar
/s/ Lesli Rotenberg
Director
April 18, 2024
Lesli Rotenberg
/s/ Sharon John
Director and President and Chief Executive Officer
April 18, 2024
Sharon John
(Principal Executive Officer)
/s/ Voin Todorovic
Chief Financial Officer
April 18, 2024
Voin Todorovic
(Principal Financial and Accounting Officer)
71
Exhibit 21.1
Subsidiaries of Build-A-Bear Workshop, Inc.
Subsidiary:
Jurisdiction of Incorporation/Organization:
Build-A-Bear Entertainment, LLC
Missouri
Build-A-Bear Workshop Franchise Holdings, Inc.
Delaware
Build-A-Bear Workshop Canada Ltd.
New Brunswick
Build-A-Bear Retail Management, Inc.
Delaware
Build-A-Bear UK Holdings Limited
United Kingdom
Build-A-Bear Workshop UK Limited
United Kingdom
Build-A-Bear Trading (Shanghai) Co., Ltd.
China
Build-A-Bear Card Services, LLC
Virginia
Build-A-Bear Development, LLP
United Kingdom
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the following Registration Statements:
(1) Registration Statement (Form S-8 No. 333-120012) pertaining to the Build-A-Bear Workshop, Inc. 2000 Stock Option Plan, 2002 Stock Incentive
Plan, 2004 Stock Incentive Plan and 2004 Associate Stock Purchase Plan;
(2) Registration Statement (Form S-8 No. 333-159313) pertaining to the Build-A-Bear Workshop, Inc. Second Amended and Restated 2004 Stock
Incentive Plan; and
(3) Registration Statement (Form S-8 No. 333-195925) pertaining to the Build-A-Bear Workshop, Inc. Third Amended and Restated 2004 Stock
Incentive Plan;
(4) Registration Statement (Form S-8 No. 333-218034) pertaining to the Build-A-Bear Workshop, Inc. 2017 Omnibus Incentive Plan;
(5) Registration Statement (Form S-8 No. 333-248716) pertaining to the Build-A-Bear Workshop, Inc 2020 Omnibus Incentive Plan;
(6) Registration Statement (Form S-8 No. 333-274386) pertaining to the Build-A-Bear Workshop, Inc. Amended and Restated 2020 Omnibus
Incentive Plan;
of our reports dated April 18, 2024, with respect to the consolidated financial statements of Build-A-Bear Workshop, Inc. and Subsidiaries and the
effectiveness of internal control over financial reporting of Build-A-Bear Workshop, Inc. and Subsidiaries, included in this Annual Report (Form 10-K)
for the year-ended February 2, 2024, and the financial statement schedule of Build-A-Bear Workshop, Inc. and Subsidiaries included herein.
/s/ Ernst & Young LLP
St. Louis, Missouri
April 18, 2024
Exhibit 31.1
Certification of Principal Executive Officer
I, Sharon John, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Build-A-Bear Workshop, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered
by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, 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;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
April 18, 2024
/s/ Sharon John
Sharon John
President and Chief Executive Officer
Build-A-Bear Workshop, Inc.
(Principal Executive Officer)
Exhibit 31.2
Certification of Principal Financial Officer
I, Voin Todorovic, certify that:
1.
I have reviewed this Annual Report on Form 10-K of Build-A-Bear Workshop, Inc.;
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered
by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us
by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under
our supervision, 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;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation;
and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s
most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an Annual Report) that has materially affected, or is
reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting,
to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s
internal control over financial reporting.
April 18, 2024
/s/ Voin Todorovic
Voin Todorovic
Chief Financial Officer
Build-A-Bear Workshop, Inc.
(Principal Financial Officer)
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Build-A-Bear Workshop, Inc. (the “Company”) on Form 10-K for the period ended February 3, 2024 as
filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Sharon John, President and Chief Executive Officer of the
Company, certify, to the best of my knowledge, pursuant to Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 18, 2024
/s/ Sharon John
Sharon John
President and Chief Executive Officer
Build-A-Bear Workshop, Inc.
(Principal Executive Officer)
Exhibit 32.2
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Build-A-Bear Workshop, Inc. (the “Company”) on Form 10-K for the period ended February 3, 2024 as
filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Voin Todorovic, Chief Financial Officer of the Company,
certify, to the best of my knowledge, pursuant to Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: April 18, 2024
/s/ Voin Todorovic
Voin Todorovic
Chief Financial Officer
Build-A-Bear Workshop, Inc.
(Principal Financial and Accounting Officer)
Exhibit 97.1
BUILD-A-BEAR WORKSHOP, INC.
CLAWBACK POLICY
Adopted: November 7, 2023
1. Purpose. The purpose of this Clawback Policy of the Company (as amended from time to time, this “Policy”), dated as of November 7, 2023 (the
“Adoption Date”) is to describe the circumstances in which current and former Executive Officers will be required to repay or return Erroneously
Awarded Compensation to members of the Company Group. The Company has adopted this Policy to comply with Section 954 of the Dodd-Frank Wall
Street Reform and Consumer Protection Act of 2010, as codified by Section 10D of the Exchange Act, Exchange Act Rule 10D-1 promulgated
thereunder, and the NYSE listing standards (including Section 303A.14 of the NYSE listing company manual) (such legal requirements, and rules and
requirements of NYSE, collectively, the “SEC/NYSE Clawback Rules”).
2. Administration. This Policy shall be administered by the Committee. The Committee is authorized to interpret and construe this Policy and to make
all determinations necessary, appropriate, or advisable for the administration of this Policy, and any such determinations made by the Committee shall be
in the Committee’s sole discretion and shall be final and binding on all affected individuals. Except as otherwise required by applicable legal
requirements or the rules and requirements of NYSE, any determinations of the Committee hereunder need not be uniform with respect to one or more
Executive Officers (whether current and/or former).
3. Definitions. For purposes of this Policy, the following capitalized terms shall have the meanings set forth below:
(a)“ Accounting Restatement” shall mean an accounting restatement due to the material noncompliance of the Company with any financial
reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial
statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were
corrected in the current period or left uncorrected in the current period.
(b)“ Board” shall mean the Board of Directors of the Company.
(c)“ Clawback Eligible Incentive Compensation” shall mean all Incentive-Based Compensation Received by any current or former Executive
Officer on or after NYSE Effective Date, provided that:
(i) such Incentive-Based Compensation is Received after such individual began serving as an Executive Officer;
(ii) such individual served as an Executive Officer at any time during the performance period for such Incentive-Based
Compensation;
(iii) such Incentive-Based Compensation is Received while the Company has a class of securities listed on NYSE or any other
national securities exchange or national securities association; and
(iv) such Incentive-Based Compensation is Received during the applicable Clawback Period.
(d)“ Clawback Period” shall mean, with respect to any Accounting Restatement, the three completed fiscal years of the Company immediately
preceding the Restatement Date and any transition period (that results from a change in the Company’s fiscal year) of less than nine months
within or immediately following those three completed fiscal years.
(e)“ Committee” shall mean the Compensation and Development Committee of the Board.
(f)“ Common Stock” shall mean the common stock, par value $0.01 per share, of the Company.
(g)“ Company” shall mean Build-A-Bear Workshop, Inc., a Delaware corporation.
(h)“ Company Group” shall mean the Company, together with each of its direct and indirect subsidiaries.
(i)“ Erroneously Awarded Compensation” shall mean, with respect to any current or former Executive Officer in connection with any
Accounting Restatement, the amount of Clawback Eligible Incentive Compensation Received by such current or former Executive Officer that
exceeds the amount of Clawback Eligible Incentive Compensation that otherwise would have been Received by such current or former
Executive Officer had such Clawback Eligible Incentive Compensation been determined based on the restated amounts as reflected in
connection with such Accounting Restatement and computed without regard to any taxes paid.
(j)“ Exchange Act” means the Securities Exchange Act of 1934, as amended.
(k)“ Executive Officer” shall mean any officer as defined in Rule 10D-1(d) (or any successor provision thereof) under the Exchange Act and
any executive officer as defined in Section 303A.14(e) (or any successor provision thereof) of the NYSE Listing Company Manual.
(l)“ Financial Reporting Measures” shall mean measures that are determined and presented in accordance with the accounting principles used
in preparing the Company’s financial statements, and any other measures that are derived wholly or in part from such measures. For purposes of
this Policy, stock price and total shareholder return (and any measures that are derived wholly or in part from stock price or total shareholder
return) shall be considered Financial Reporting Measures. For the avoidance of doubt, a Financial Reporting Measure need not be presented
within the Company’s financial statements or included in a filing with the SEC.
(m)“ Incentive-Based Compensation” shall mean any compensation that is granted, earned or vested based wholly or in part upon the
attainment of a Financial Reporting Measure.
(n)“ NYSE” shall mean the New York Stock Exchange.
(o)“ NYSE Effective Date” shall mean October 2, 2023 (which is the effective date of the final NYSE listing standards).
(p)“ Received” shall mean when Incentive-Based Compensation is received, and Incentive-Based Compensation shall be deemed received in
the Company’s fiscal period during which the Financial Reporting Measure specified in the Incentive-Based Compensation award is attained,
even if payment or grant of the Incentive-Based Compensation occurs after the end of that period.
(q)“ Restatement Date” shall mean the earlier to occur of (i) the date the Board, a committee of the Board or the officer or officers of the
Company authorized to take such action if Board action is not required, concludes, or reasonably should have concluded, that the Company is
required to prepare an Accounting Restatement, or (ii) the date a court, regulator or other legally authorized body directs the Company to
prepare an Accounting Restatement.
(r)“ SEC” shall mean the U.S. Securities and Exchange Commission.
4. Recovery of Erroneously Awarded Compensation.
(a) In the event that the Company is required to prepare an Accounting Restatement, (i) the Committee shall determine the amount of any
Erroneously Awarded Compensation for each applicable current or former Executive Officer (whether or not such individual is serving as an
Executive Officer at such time) (the “Applicable Executives”) in connection with such Accounting Restatement, and (ii) the Company will
reasonably promptly require the recovery of such Erroneously Awarded Compensation from any such Applicable Executive, and any such
Applicable Executive shall surrender such Erroneously Awarded Compensation to the Company, at such time(s), and via such method(s), as
determined by the Committee in accordance with the terms of this Policy.
(b) For Incentive-Based Compensation based on (or derived from) stock price or total shareholder return where the amount of Erroneously
Awarded Compensation is not subject to mathematical recalculation directly from the information in the applicable Accounting Restatement, (i)
such amount shall be determined by the Committee based on a reasonable estimate of the effect of the Accounting Restatement on the stock
price or total shareholder return upon which the Incentive-Based Compensation was Received, and (ii) the Company will maintain
documentation of the determination of that reasonable estimate and provide such documentation to NYSE.
(c) The Committee shall determine, in its sole discretion, the method(s) for recovering any Erroneously Awarded Compensation from any
Applicable Executive, which may include one or more of the following:
(i) requiring one or more cash payments to the Company Group from such Applicable Executive, including, but not limited to, the
repayment of cash Incentive-Based Compensation previously paid by the Company Group to such Applicable Executive;
(ii) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer or other disposition of any equity-based
awards previously made by the Company to such Applicable Executive and/or, subject to applicable legal requirements, otherwise
requiring the delivery to the Company of shares of Common Stock held by such Applicable Executive;
(iii) withholding, reducing or eliminating future cash compensation (including cash incentive payments), future equity awards
and/or other benefits or amounts otherwise to be paid or awarded by the Company Group to such Applicable Executive;
(iv) offsetting amounts against compensation or other amounts otherwise payable by the Company Group to any Applicable
Executive;
(v) cancelling, adjusting or offsetting against some or all outstanding vested or unvested equity awards of the Company held by
such Applicable Executive; and/or
(vi) taking any other remedial and recovery actions with respect to such Applicable Executive permitted by applicable legal
requirements and the rules and regulations of NYSE, as determined by the Committee.
(d) Notwithstanding anything herein to the contrary, the Company must recover Erroneously Awarded Compensation from any Applicable
Executive pursuant to the terms of this Policy except to the extent that both (1) the Committee determines that such recovery would be
impracticable, and (2) one of the following conditions is met:
(i) the direct expenses paid to a third party to assist in enforcing this Policy would exceed the amount to be recovered, provided that,
before concluding that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on expense of
enforcement pursuant to this clause (i), the Company has (x) made a reasonable attempt to recover such Erroneously Awarded
Compensation, (y) documented such reasonable attempt(s) to recover, and (z) provided such documentation to NYSE;
(ii) recovery would violate home country law where that law was adopted prior to November 28, 2022, provided that, before
determining that it would be impracticable to recover any amount of Erroneously Awarded Compensation based on violation of home
country law, the Company has obtained an opinion of home country counsel, acceptable to NYSE, that recovery would result in such
a violation, has provided copy of the opinion is provided to NYSE; or
(iii) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to
employees of the Company or the Company Group, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and
regulations thereunder.
5. No Indemnification, Etc. The Company Group shall not (x) indemnify any current or former Executive Officer against (i) the loss of any
Erroneously Awarded Compensation that is repaid, returned or recovered pursuant to the terms of this Policy, or (ii) any claims relating to the Company
Group’s enforcement of its rights under this Policy, or (y) pay or reimburse any current or former Executive Officers for insurance premiums to recover
losses incurred under this Policy.
6. Supersedure. This Policy will supersede any provisions in (x) any agreement, plan or other arrangement applicable to any member of the
Company Group, and (y) any organizational documents of any entity that is part of Company Group that, in any such case, (a) exempt any Incentive-
Based Compensation from the application of this Policy, (b) waive or otherwise prohibit or restricts the Company Group’s right to recover any
Erroneously Awarded Compensation, including, without limitation, in connection with exercising any right of setoff as provided herein, and/or
(c) require or provide for indemnification to the extent that such indemnification is prohibited under Section 5 above.
7. Amendment; Termination; Interpretation. The Committee may amend or terminate this Policy at any time, subject to compliance with all
applicable legal requirements and the rules and requirements of NYSE. It is intended that this Policy be interpreted in a manner that is consistent with
the SEC/NYSE Clawback Rules. This Policy is separate from, and in addition to, any other compensation recovery or recoupment policy of the
Company or any applicable provisions of plans, agreements, awards or other arrangements of the Company that provide for the recoupment or recovery
of compensation from Executive Officers that is voluntarily adopted by the Company and intended to provide for discretionary recoupment beyond the
scope of this Policy and the SEC/NYSE Clawback Rules.
8. Other Recoupment Rights; No Additional Payments.
(a) Subject to Section 8(b) of this Policy below, any right of recoupment under this Policy is in addition to, and not in lieu of, any other
remedies or rights of recoupment that may be available to the Company Group pursuant to (i) the terms of any recoupment provisions in any
employment agreement, incentive or equity compensation plan or award or other agreement, (ii) any other legal requirements, including, but
not limited to, Section 304 of Sarbanes-Oxley Act of 2002, and (iii) any other legal rights or remedies available to the Company.
(b) Notwithstanding anything herein to the contrary, to prevent duplicative recovery:
(i) to the extent that the amount of any Erroneously Awarded Compensation is recovered from any current or former Executive
Officers under this Policy, the Company will not be entitled to recover any such amounts under any other compensation recovery or
recoupment policy of the Company or any applicable provisions of plans, agreements, awards or other arrangements of the Company
that provide for the recoupment or recovery of compensation from Executive Officers; and
(ii) to the extent that any Erroneously Awarded Compensation includes any amounts that have been actually reimbursed to the
Company Group from any Applicable Executive pursuant to Section 304 of the Sarbanes-Oxley Act (any such amounts that have
been reimbursed to the Company Group, the “Applicable SOX Recoupment Amount”), the amount of any Erroneously Awarded
Compensation to be recovered from any such Applicable Executive shall be reduced by the Applicable SOX Recoupment Amount.
9. Successors. This Policy shall be binding and enforceable against all current and former Executive Officers and their beneficiaries, heirs, executors,
administrators or other legal representatives.