美國
證券交易委員會
華盛頓，DC 20549
表格
(選擇一個)
| | 根據1934年證券交易法第13或15(d)條提交的季度報告 |
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| | 根據1934年證券交易法第13條或第15(d)條的規定的過渡報告 |
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委員會文件編號：
Build-A-Bear Workshop, Inc.
(登記人的確切名稱如其章程所規定)
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| （成立或組織的）州或其他轄區 (成立或組織) | (IRS僱主 識別號.) |
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| (主要執行辦公室地址) | (郵政編碼) |
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(註冊人電話，包括區號)
根據《證券法》第12(b)節註冊的證券：
| 每一類股票的名稱 | 交易標的 | 註冊的每個交易所名稱 |
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請勾選註冊人是否：(1) 在過去12個月內（或註冊人需要提交此類報告的較短期間）根據《1934年證券交易法》第13條或第15(d)條提交了所有需要提交的報告，及 (2) 在過去90天內受到了此類提交要求。
請勾選註冊人是否在過去12個月內（或註冊人需要提交此類文件的較短期間）根據規則405提交了每個需要提交的互動數據文件，依據S-t監管條例（本章第232.405條）。
勾選表示登記人是大型加速申報人、加速申報人、非加速申報人、較小型申報公司或新興成長公司。詳細定義請參閱《交易所法》第1202條中“大型加速申報人”、“加速申報人”、“較小型申報公司”和“新興成長公司”的定義。
| 大型加速申報人 ☐ | |
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| 非加速申報人 ☐ | 小型報告公司 |
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| 新興成長公司 |
如果是新興成長型公司，請覈查，如果申報人選擇不使用根據《交易法》第13條(a)條文提供的任何新制訂或修訂的財務會計準則的延長過渡期。☐
在覈準書上打勾表示公司是否為殼公司（如交易所法規定的第1202條所定義）。 是
截至2024年12月9日，有
10-Q表格目錄
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項目1. 基本報表
BUILD-A-BEAR WORKSHOP, INC. 及其子公司
簡化合並資產負債表
(以千美元計，除每股及每股數據外)
| 11月2日， | 二月三日, | 十月二十八日， | ||||||||||
| 2024 | 2024 | 2023 | ||||||||||
| （未經審計） | （未經審計） | |||||||||||
| 資產 | ||||||||||||
| 流動資產： | ||||||||||||
| 現金及現金等價物 | $ | $ | $ | |||||||||
| 庫存，淨 | ||||||||||||
| 應收賬款，淨額 | ||||||||||||
| 預付費用及其他流動資產 | ||||||||||||
| 總流動資產 | ||||||||||||
| 經營租賃使用權資產 | ||||||||||||
| 物業和設備，淨值 | ||||||||||||
| 遞延稅項資產 | ||||||||||||
| 其他資產，淨額 | ||||||||||||
| 總資產 | $ | $ | $ | |||||||||
| 負債和股東權益 | ||||||||||||
| 流動負債： | ||||||||||||
| 應付賬款 | $ | $ | $ | |||||||||
| 應計費用 | ||||||||||||
| 經營租賃負債短期 | ||||||||||||
| 禮品卡和客戶存款 | ||||||||||||
| 遞延收入和其他 | ||||||||||||
| 總流動負債 | ||||||||||||
| 長期經營租賃負債 | ||||||||||||
| 其他長期負債 | ||||||||||||
| 股東權益： | ||||||||||||
| 優先股，面值$授權股份： ; 截至2024年11月2日、2024年2月3日和2023年10月28日已發行或流通的股份 | ||||||||||||
| 普通股，面值$，授權股份： ；已發行及流通的股份： , ，以及 股份，分別爲 | ||||||||||||
| 額外支付的資本 | ||||||||||||
| 累計其他綜合損失 | ( | ) | ( | ) | ( | ) | ||||||
| 留存收益 | ||||||||||||
| 總股東權益 | ||||||||||||
| 總負債與股東權益 | $ | $ | $ | |||||||||
請參閱附帶的簡明合併基本報表說明。
BUILD-A-BEAR WORKSHOP, INC.及其子公司
壓縮合並經營報表
以及全面收益
（未經審計）
(以千美元計，除每股及每股數據外)
| 十三週結束 | 三十九周結束 | |||||||||||||||
| 11月2日， | 十月二十八日， | 11月2日， | 十月二十八日， | |||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| 營業收入： | ||||||||||||||||
| 淨零售銷售額 | $ | $ | $ | $ | ||||||||||||
| 商業收入 | ||||||||||||||||
| 國際特許經營 | ||||||||||||||||
| 總收入 | ||||||||||||||||
| 成本與費用： | ||||||||||||||||
| 零售商品銷售成本 | ||||||||||||||||
| 商業商品銷售成本 | ||||||||||||||||
| 國際特許經營商品銷售成本 | ||||||||||||||||
| 商品銷售總成本 | ||||||||||||||||
| 綜合毛利潤 | ||||||||||||||||
| 銷售、一般和行政費用 | ||||||||||||||||
| 利息收入，淨額 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| 所得稅前收入 | ||||||||||||||||
| 所得稅費用 | ||||||||||||||||
| 淨利潤 | $ | $ | $ | $ | ||||||||||||
| 外幣換算調整 | ( | ) | ( | ) | ||||||||||||
| 綜合收益 | $ | $ | $ | $ | ||||||||||||
| 每股收益: | ||||||||||||||||
| 基本 | $ | $ | $ | $ | ||||||||||||
| 稀釋 | $ | $ | $ | $ | ||||||||||||
| 計算每股收益時使用的股票數: | ||||||||||||||||
| 基本 | ||||||||||||||||
| 稀釋 | ||||||||||||||||
請參見附註以了解簡化合並基本報表。
BUILD-A-BEAR WORKSHOP, INC.及其子公司
壓縮合並現金流量表
（未經審計）
(以千美元計算)
| 三十九周結束 | ||||||||
| 11月2日， | 十月二十八日， | |||||||
| 2024 | 2023 | |||||||
| 經營活動所提供的現金流： | ||||||||
| 淨利潤 | $ | $ | ||||||
| 對淨利潤與經營活動提供的淨現金進行調整： | ||||||||
| 折舊和攤銷 | ||||||||
| 基於股份和業績的股票補償 | ||||||||
| 壞賬準備/調整 | ( | ) | ||||||
| 處置物業和設備損失 | ||||||||
| 遞延稅款 | ( | ) | ||||||
| 資產和負債的變動： | ||||||||
| 庫存，淨 | ( | ) | ||||||
| 應收賬款，淨額 | ( | ) | ||||||
| 預付費用和其他資產 | ( | ) | ||||||
| 應付賬款和應計費用 | ( | ) | ||||||
| 經營租賃 | ( | ) | ( | ) | ||||
| 禮品卡和客戶存款 | ( | ) | ( | ) | ||||
| 透過收入 | ( | ) | ( | ) | ||||
| 經營活動提供的淨現金 | ||||||||
| 用於投資活動的現金流： | ||||||||
| 購買物業和設備 | ( | ) | ( | ) | ||||
| 投資活動使用的淨現金 | ( | ) | ( | ) | ||||
| 用於融資活動的現金流： | ||||||||
| 員工股權獎勵的普通股購買，扣稅後淨額 | ( | ) | ( | ) | ||||
| 已支付的現金分紅 | ( | ) | ( | ) | ||||
| 公司普通股的購買 | ( | ) | ( | ) | ||||
| 融資活動中使用的淨現金 | ( | ) | ( | ) | ||||
| 匯率對現金的影響 | ||||||||
| 現金、現金等價物及限制性現金減少 | ( | ) | ( | ) | ||||
| 現金、現金等價物及限制性現金，期初餘額 | ||||||||
| 現金、現金等價物及限制性現金，期末餘額 | $ | $ | ||||||
| 現金流信息的補充披露： | ||||||||
| 現金及現金等價物 | $ | $ | ||||||
| 來自長期存款的限制性現金 | $ | $ | ||||||
| 現金、現金等價物和限制性現金的總額 | $ | $ | ||||||
| 期間支付的所得稅現金淨額 | $ | $ | ||||||
請參閱附帶的簡明合併基本報表的說明。
Condensed Consolidated Financial Statements
1. 財務報表基礎
本業績所包含的簡化合並基本報表未經審計，由Build-A-Bear Workshop, Inc.及其子公司（統稱爲“公司”）根據美國證券交易委員會（“SEC”）的規則和法規編制。根據這些規則和法規，按照美國通用會計準則（“GAAP”）編制的基本報表中通常包含的某些信息和腳註披露已被簡化或省略。 2024年2月3日的簡化合並資產負債表源自於公司截至該日期的經審計合併資產負債表。此處包含的所有其他簡化合並基本報表未經審計，反映了在管理層看來，必要的所有調整，以公平總結公司的財務狀況以及公司在所示期間的經營結果和現金流。這些調整均爲正常的常規性質。所有重要的公司間餘額和交易已在合併中被消除。由於公司業務的季節性，任何單個報告期的經營結果應被視爲對整年結果的指示。這些簡化合並基本報表應與公司截至 不 2024年2月3日的經審計合併基本報表一起閱讀。 2024年2月3日的經審計合併基本報表已包含在公司向SEC提交的年報表格 10-k中。 2024年4月18日。
某些在簡明合併基本報表附註中的前期金額已被重新分類，以符合當前期的展示。這些重新分類沒有 不 影響歸屬於Build-A-Bear Workshop, Inc.的淨收益。
重要會計政策
公司的重要會計政策在附註中進行了總結 2 合併基本報表中包含於其表格 10-k，截止日期爲 2024年2月3日。
2. 營業收入
目前，公司大部分的營業收入來自零售銷售（包括其電子商務網站），並在商品控制權轉移給顧客時確認。公司的分項營業收入已根據報告分部和地理區域完全披露爲對外客戶的淨銷售（參見附註 11 —— 分部信息以獲取更多信息）。公司的直銷給消費者的報告分部佔
以下是公司按可報告細分生成營業務收入的主要活動描述。
公司的直銷消費板塊包括企業管理商店的運營活動、其他零售配送業務和電子商務需求（在線生成的訂單，需從公司的倉庫或商店進行履行）。直銷消費的營業收入在商品控制權轉移給客戶時確認，對於公司的在線銷售，通常在估計送達客戶時確認。營收的測量基於公司預期爲轉讓商品而收到的所有對價金額，包括任何折扣或激勵。產品退貨歷史平均少於 一個-一半的 一個 百分比，因爲其產品個性化和互動特性，消費者可以定製自己的毛絨玩具。公司已選擇不將所有收取的銷售、增值和其他稅款計入營收。
對於公司的禮品卡，營業收入在單筆交易之前會被延期，直到兌換，包括任何相關的禮品卡折扣。大約
對於某些符合條件的交易，與公司的忠誠計劃或未來折扣形式的實質權利相關的部分營業收入將被延遲確認。在這些交易中，交易價格根據相對的單獨銷售價格分配給各項單獨的履行義務。公司忠誠計劃所賺取積分的單獨銷售價格是根據購買商品的淨零售價值進行估算的，並根據歷史兌換模式調整預計失效率。與初始購買商品相關的營收會立即確認，而分配給積分的價值在積分被兌換、作廢或過期之前是被延遲確認的。公司每天向賺取了積分的忠誠計劃成員發放證書，100或更多積分的會員發放證書，在北美和 50 英國地區擁有積分或更多，證書通常在六 個月內不如果被兌換的話。公司每季度評估其證書的兌換率，以更新忠誠計劃積分轉化爲證書的比例及證書被兌換的比例。關於合併資產負債表，忠誠計劃相關的合同負債被分類爲遞延收入和其他。
公司的商業部門包括與其他企業的交易，主要由公司知識產權的許可組成， 第三包括第三方使用和商品的批發銷售，包括供應品和固定裝置。批發銷售的營業收入在商品或固定裝置的控制權轉移給客戶時確認，這通常發生在交付給客戶時。許可協議爲客戶提供高度相關的權利， 不 在合同的背景下是獨特的，因此，已經作爲單一的履約義務進行會計覈算，並在被許可銷售發生時確認。如果合同包括一個保證最低收入，則該最低保證在保證期內以直線方式確認，直到通過被許可銷售獲得的特許權使用費超過最低保證收入爲止。公司將這些保證最低合同負債歸類爲合併資產負債表上的遞延收入。
公司的國際特許經營部門包括與特許經營者的活動，他們在某些國家運營店鋪，包括開發費用、基於銷售的特許權使用費和商品，包括供應品和固定裝置銷售。公司在特許經營協議下的義務是持續性的，涉及運營和產品開發支持以及培訓，通常集中在初始店鋪開業周圍。這些義務是高度相關的權利， 不 在合同的背景下是獨立的，因此被作爲單一的履約義務進行覈算，並在特許經營者銷售發生時認可。如果合同包括初始的， 一個-次不可退還的開發費用，該費用在特許經營協議的期限內以直線法確認， 可能 可延續至
本公司還產生與新特許經營啓動直接相關的費用， 可能 包括尋找者費用、法律和差旅費用、與持續支持特許經營相關的費用以及員工薪酬。因此，本公司的政策是將任何尋找者費用作爲增量成本資本化，同時將所有其他費用作爲發生時費用化。此外，本公司將這些資本化的成本按照與之前所述的開發費用收入記錄模式相同的方式攤銷爲費用。這些資本化成本在十三 和 三十九 截至 2024年11月2日 是 不 對基本報表是重要的。
公司爲“預期”的金融工具信用損失和其他信貸擴展承諾進行準備，而不是“發生損失”模型。這些在報告日期持有的金融資產的預期信用損失應基於歷史經驗、當前條件和合理且可支持的預測。對於 三十九 周結束於 2024年11月2日 和 2023年10月28日，公司的應收賬款淨額爲$
3. 租約
公司的絕大多數租約與零售店和企業辦公室有關。對於期限超過 12 個月的租約，公司將相關資產和義務以租賃支付的現值記錄在租期內。大多數新零售店租約的原始租期爲 到 -年基礎期，並且 可能 包括續租期權，以延長租期超過初始基礎期。由於公司的戰略決策是保持高水平的租約選擇性，因此延長期通常明顯短於原始租期。一些租約還包括在特定條件下可以行使的提前終止選項。此外，公司 可能 在租賃期滿後以月爲單位運營商店一段時間。公司的租賃協議不 不 包含任何重要的殘值擔保或重要的限制性契約。此外，某些租賃包含激勵措施，例如房東提供的施工津貼和/或在獲取租賃物業後給予的租金減免。
下表呈現了與經營租賃的租賃成本相關的某些信息十三 和 三十九 截至的週數 2024年11月2日 和 2023年10月28日 （單位：千）。
| 十三週結束 | 三十九周結束 | |||||||||||||||
| 2024年11月2日 | 2023年10月28日 | 2024年11月2日 | 2023年10月28日 | |||||||||||||
| 經營租賃費用 | $ | $ | $ | $ | ||||||||||||
| 變量租賃費用 (1) | ||||||||||||||||
| 短期租賃成本 | ||||||||||||||||
| 總運營租賃成本 | $ | $ | $ | $ | ||||||||||||
| (1) | 變量租賃成本包括具有變動租金結構的租約，旨在在預期銷售波動較大的環境中增加靈活性，並提供對潛在銷售下降的自然對沖。 |
其他資訊
下表提供了與租賃相關的補充現金流信息，針對 十三 和 三十九 截至 2024年11月2日 和 2023年10月28日 （以千爲單位）。
| 十三週結束 | 三十九周結束 | |||||||||||||||
| 2024年11月2日 | 2023年10月28日 | 2024年11月2日 | 2023年10月28日 | |||||||||||||
| 經營租賃的經營現金流 | $ | $ | $ | $ | ||||||||||||
截至 2024年11月2日 和 2023年10月28日，加權平均剩餘運營租賃期限爲
我們經營租賃資產的價值爲 $
關於十三 和 三十九 周結束於 2024年11月2日 和十三 和 三十九 周結束於 2023年10月28日 公司發生了 對其使用權租賃資產的減值準備。
未折現現金流
下表將每年的未折現現金流與資產負債表中記載的運營租賃負債進行對賬（以千爲單位）。 第一 五 年及後續年總計。
| 經營租賃 | ||||
| 2024 | $ | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| 2028 | ||||
| 此後 | ||||
| 總最低租賃付款 | ||||
| 減少：租賃支付中代表利息的金額 | ( | ) | ||
| 未來最低租賃付款的現值 | ||||
| 減少：租賃下的當前義務 | ( | ) | ||
| 長期租賃義務 | $ | |||
截至 2024年11月2日公司有額外簽署的租賃協議，已不 尚未開始的經營租賃負債爲$
4. 其他 資產
預付費用及其他流動資產包括以下內容（單位：千）:
| 11月2日， | 二月三日, | 十月二十八日， | ||||||||||
| 2024 | 2024 | 2023 | ||||||||||
| 預付租金 (1) | $ | $ | $ | |||||||||
| 預付保險 | ||||||||||||
| 預付稅款 (2) | ||||||||||||
| 預付禮品卡費用 | ||||||||||||
| 預付版權費 | ||||||||||||
| 其他 (3) | ||||||||||||
| 總計 | $ | $ | $ | |||||||||
| (1) | 預付租賃費用由與變動非租賃元件相關的預付費用組成。 | |
| (2) | 預付稅款包括預付的聯邦和州所得稅。 | |
| (3) | 其他主要包括與信息科技維護合同和軟件即服務相關的預付費用。 |
其他非流動資產包括以下內容（單位：千）:
| 11月2日， | 二月三日, | 十月二十八日， | ||||||||||
| 2024 | 2024 | 2023 | ||||||||||
| 娛樂製作資產 (1) | $ | $ | $ | |||||||||
| 遞延補償 | ||||||||||||
| 其他 (2) | ||||||||||||
| 總計 | $ | $ | $ | |||||||||
| (1) | 娛樂製作資產包括製作電影或音樂等娛樂資產的直接成本、製作間接費用和開發成本。 | |
| (2) | 其他主要由與公司信用設施相關的遞延融資費用組成。 |
5. 應計費用
應計費用包括以下內容（單位：千元）：
| 11月2日， | 二月三日, | 十月二十八日， | ||||||||||
| 2024 | 2024 | 2023 | ||||||||||
| 應付工資、獎金及相關費用 | $ | $ | $ | |||||||||
| 應付銷售稅和增值稅 | ||||||||||||
| 應付當前所得稅 | ||||||||||||
| 應付租金及相關費用 (1) | ||||||||||||
| 應付費用 - 其他 (2) | ||||||||||||
| 總計 | $ | $ | $ | |||||||||
| (1) | 應計租金及相關費用包括與非租賃元件相關的應計費用。 |
| (2) | 其他應計費用包括與法律準備金應計相關的應計成本。 |
6. 基於股票的補償
在 四月 14, 2020, Build-A-Bear Workshop, Inc.（"公司"）的董事會（"董事會"）於2023年10月採納了此項提案，具體需經股東批准。 2020 綜合激勵計劃（ “2020 激勵計劃）。 在2020年6月11日， 公司的股東批准了 2020 激勵計劃。 在 四月11, 2023, 董事會在股東批准的情況下，採納了 Build-A-Bear Workshop, Inc. 的修訂和重述 2020 綜合激勵計劃（“重述的 2020 激勵計劃”）。在 2023年6月8日， 在公司的 2023 股東年度會議上，公司的股東批准了重述的 2020 激勵計劃。重述的 2020 激勵計劃，由董事會的薪酬與發展委員會管理，允許授予期權（包括激勵型和非合格型期權）、股票增值權、其他以股票爲基礎的獎勵，包括限制性股票和限制性股票單位、以現金爲基礎的獎勵以及根據修訂後的激勵計劃條款的業績獎勵， 2020 修訂後的激勵計劃。 2020 修訂後的激勵計劃將在 2033年4月11日終止， 除非董事會提前終止。公司普通股根據修訂後的 2020 激勵計劃授權的發行股份總數增加到
對於 十三 截至 2024年11月2日 和 2023年10月28日，銷售、一般和行政費用包括股票激勵費用$
以下表格是截至2024年11月2日的期權餘額和活動摘要。 三十九 周結束於 2024年11月2日:
| 期權 | ||||||||
| Shares | 加權平均行使價格 | |||||||
| 優秀，2024年2月4日 | $ | |||||||
| 授予 | ||||||||
| 行使 | ( | ) | ||||||
| 被註銷數量 | ||||||||
| 已取消或過期 | ||||||||
| 優秀，2024年11月2日 | $ | |||||||
下表是關於基於時間和基於績效的限制性股票餘額和活動的總結， 三十九 截至的週數 2024年11月2日:
| 基於時間限制的股票 | 基於績效限制的股票 | |||||||||||||||
| Shares | 加權平均授予日期公允價值 | Shares | 加權平均授予日期公允價值 | |||||||||||||
| 截至2024年2月4日 (1) | $ | $ | ||||||||||||||
| 授予數量 (1) | ||||||||||||||||
| 歸屬數量 | ( | ) | ||||||||||||||
| 績效達成的調整 | ||||||||||||||||
| 已獲得並歸屬於 | ( | ) | ||||||||||||||
| 被取消 (1) | ( | ) | ( | ) | ||||||||||||
| 尚未解決，2024年11月2日 (1) | $ | $ | ||||||||||||||
| (1) | 基於績效的限制性股票未償還、授予和沒收的情況如下： 100% 目標的 |
在此期間歸屬的股份總公允價值爲 三十九截至的週數 2024年11月2日 和 2023年10月28日爲$
截至 2024年11月2日的未發行績效股份包括以下內容：
| 表現股份 | ||||
| 未獲得的股份受制於業績基礎限制，目標爲： | ||||
| 2022 - 2024年合併，息稅折舊攤銷前利潤（EBITDA）增長目標 | ||||
| 2022 - 2024年合併營業收入增長目標 | ||||
| 2023 - 2025年合併稅前利潤增長目標 | ||||
| 2023 - 2025年合併營業收入增長目標 | ||||
| 2024 - 2026年合併EBITDA目標 | ||||
| 2024 - 2026年合併累計營業收入目標 | ||||
| 截至2024年11月2日，流通的績效股份 | ||||
7. 所得稅
公司的有效稅率爲
8. 股東權益
下表列出了股東權益的變化（單位：千美元） 十三 周結束於 2024年11月2日 和 2023年10月28日（單位：千美元）：
| 截至2024年11月2日的十三週 | 截至2023年10月28日的十三週 | |||||||||||||||||||||||||||||||||||||||
| 普通 | 留存 | 普通 | 留存 | |||||||||||||||||||||||||||||||||||||
| 股票 | APIC (1) | 其他綜合收益 (2) | 收益 | 總計 | 股票 | 附加實收資本 (1) | 其他綜合收益 (2) | 收益 | 總計 | |||||||||||||||||||||||||||||||
| 期初餘額 | $ | $ | $ | ( | ) | $ | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||
| 根據員工股票計劃發行的股票 | ||||||||||||||||||||||||||||||||||||||||
| 基於股票的薪酬 | ||||||||||||||||||||||||||||||||||||||||
| 因稅收扣繳而扣留的股票 | ||||||||||||||||||||||||||||||||||||||||
| 股份回購 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| 現金分紅派息 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| 其他 | ||||||||||||||||||||||||||||||||||||||||
| 其他綜合收益（虧損） | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| 淨利潤 | ||||||||||||||||||||||||||||||||||||||||
| 期末餘額 | $ | $ | $ | ( | ) | $ | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||
(1) 額外實收資本（“APIC”）
(2) 累計其他綜合損失（“AOCI”）
下表列出了股東權益的變動（單位：千美元） 三十九 截至的週數 2024年11月2日 和 2023年10月28日 （單位：千美元）：
| 截至2024年11月2日的三十九周 | 截至2023年10月28日的三十九周 | |||||||||||||||||||||||||||||||||||||||
| 普通 | 留存 | 普通 | 留存 | |||||||||||||||||||||||||||||||||||||
| 股票 | 資本公積 (1) | 其他綜合收益 (2) | 收益 | 總計 | 股票 | 額外資本公積 (1) | 其他綜合收益 (2) | 收益 | 總計 | |||||||||||||||||||||||||||||||
| 期初餘額 | $ | $ | $ | ( | ) | $ | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||
| 新會計標準的採用 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| 小計 | $ | $ | $ | ( | ) | $ | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||
| 限制性股票的發行 | ||||||||||||||||||||||||||||||||||||||||
| 根據員工股票計劃發行的股份 | ||||||||||||||||||||||||||||||||||||||||
| 基於股票的薪酬 | ||||||||||||||||||||||||||||||||||||||||
| 因稅款扣留而被扣留的股份 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||
| 股份回購 | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||
| 其他 | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| 分紅 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||
| 其他綜合收益（虧損） | ( | ) | ( | ) | ||||||||||||||||||||||||||||||||||||
| 淨利潤 | ||||||||||||||||||||||||||||||||||||||||
| 期末餘額 | $ | $ | $ | ( | ) | $ | $ | $ | $ | $ | ( | ) | $ | $ | ||||||||||||||||||||||||||
(1) 額外實收資本（“APIC”）
(2) 累計其他綜合損失（“AOCI”）
在 十三 和 三十九 截至的週數 2024年11月2日公司使用了$
對於 三十九 周結束於 2023年10月28日公司因採用ASC
在 十三 和 三十九 周結束於 2023年10月28日， 公司使用了$
9. 每股收益
下表列出了每股基本和稀釋凈利潤的計算（單位爲千，除非另有說明每股數據）：
| 十三週結束 | 三十九周結束 | |||||||||||||||
| 11月2日， | 十月二十八日， | 11月2日， | 十月二十八日， | |||||||||||||
| 2024 | 2023 | 2024 | 2023 | |||||||||||||
| 分子： | ||||||||||||||||
| 淨利潤 | $ | $ | $ | $ | ||||||||||||
| 分母： | ||||||||||||||||
| 加權平均普通股數量 - 基本 | ||||||||||||||||
| 股份獎勵的稀釋效應： | ||||||||||||||||
| 加權平均普通股數量 - 稀釋 | ||||||||||||||||
| 每普通股基本淨利潤 | $ | $ | $ | $ | ||||||||||||
| 每普通股稀釋淨利潤 | $ | $ | $ | $ | ||||||||||||
在計算攤薄每股收益時，十三 和 三十九 截至的週數 2024年11月2日有
10. 綜合收益
綜合收益或損失與凈利潤或損失之間的差異是外幣轉換調整的結果，涉及以 不 美元爲功能貨幣的子公司的資產負債表。 2024年11月2日 和 2023年10月28日 累計其他綜合損失餘額完全由外幣轉換組成。對於 十三 截至的週數 2024年11月2日 和 2023年10月28日公司在累計其他綜合損失中遇到了 個重新分類。
11. 細分信息
公司的運營通過 各個運營部門組成，包括直接面向消費者（“DTC”）、商業和國際特許經營。DTC部門包括公司管理的地點和其他零售交付操作在美國、加拿大、愛爾蘭和英國的運營活動，包括公司的電子商務網站和臨時商店。商業部門包括公司與其他企業的交易，主要由授權公司知識產權用於 第三第三方使用和批發活動。國際特許經營部門包括公司與亞洲、澳洲、中東、非洲和南美一些國家的商店地點的特許經營協議的授權活動。各個運營部門有不同的營收來源、資本結構和成本結構。這些運營部門代表了公司首席運營決策者定期評估業務績效、確定資源配置和未來增長機會追求的基礎。因此，公司已確定其每個運營部門都代表一個可報告的部門。 這些可報告的部門遵循公司合併基本報表中使用的相同會計政策。
以下是公司可報告分部的財務信息摘要（單位：千美元）：
| 直接面向消費者 |
國際 |
|||||||||||||||
| 消費 |
商業 |
特許經營 |
總計 |
|||||||||||||
| 截至2024年11月2日的十三週 |
||||||||||||||||
| 對外客戶的淨銷售額 |
$ | $ | $ | $ | ||||||||||||
| 所得稅前收入 |
||||||||||||||||
| 資本支出 |
||||||||||||||||
| 折舊和攤銷 |
||||||||||||||||
| 截至2023年10月28日的十三週 |
||||||||||||||||
| 對外客戶的淨銷售額 |
$ | $ | $ | $ | ||||||||||||
| 所得稅前收入 |
||||||||||||||||
| 資本支出 |
||||||||||||||||
| 折舊和攤銷 |
||||||||||||||||
| 截至2024年11月2日的39周 |
||||||||||||||||
| 對外客戶的淨銷售額 |
$ | $ | $ | $ | ||||||||||||
| 所得稅前收入 |
||||||||||||||||
| 資本支出 |
||||||||||||||||
| 折舊和攤銷 |
||||||||||||||||
| 截至2023年10月28日的39周 |
||||||||||||||||
| 對外客戶的淨銷售額 |
$ | $ | $ | $ | ||||||||||||
| 所得稅前收入 |
||||||||||||||||
| 資本支出 |
||||||||||||||||
| 折舊和攤銷 |
||||||||||||||||
| 截至總資產： |
||||||||||||||||
| 2024年11月2日 |
$ | $ | $ | $ | ||||||||||||
| 2024年2月3日 |
||||||||||||||||
| 2023年10月28日 |
||||||||||||||||
公司的可報告細分主要根據其提供的產品和服務類型來確定。每個可報告細分 可能 在多個地理區域內運營。收入根據客戶或特許經營者的位置在地理區域內確認。以下時間表是公司向外部客戶銷售和長期資產按地理區域（單位：千）總結：
| 北方 |
||||||||||||||||
| 美洲 (1) |
歐洲 (2) |
其他 (3) |
總計 |
|||||||||||||
| 截至2024年11月2日的十三週 |
||||||||||||||||
| 對外客戶的淨銷售額 |
$ | $ | $ | $ | ||||||||||||
| 截至2023年10月28日的十三週 |
||||||||||||||||
| 對外客戶的淨銷售額 |
$ | $ | $ | $ | ||||||||||||
| 截至2024年11月2日的三十九周 |
||||||||||||||||
| 對外客戶的淨銷售額 |
$ | $ | $ | $ | ||||||||||||
| 物業和設備，淨值 |
||||||||||||||||
| 截至2023年10月28日的三十九周 |
||||||||||||||||
| 對外客戶的淨銷售額 |
$ | $ | $ | $ | ||||||||||||
| 物業和設備，淨值 |
||||||||||||||||
| For purposes of this table only: |
| (1) North America includes corporately-managed locations in the United States and Canada. |
| (2) Europe includes corporately-managed locations in the U.K. and Ireland and sales to wholesale customers in Europe. |
| (3) Other includes franchise businesses outside of North America and Europe. |
12. Contingencies
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 First Tier 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 November 2, 2024, the Company had a gross receivable balance of $
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Cautionary Notice Regarding Forward-Looking Statements
The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties, and we undertake no obligation to update these statements except as required by the federal securities laws. Our actual results may differ materially from the results discussed in the forward-looking statements. These risks and uncertainties include, without limitation, those detailed under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended February 3, 2024, as filed with the SEC, and include the following:
| ● | 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; | |
| ● | 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 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; | |
| ● | our profitability could be adversely affected by fluctuations in petroleum products prices; | |
| ● | our business may be adversely impacted at any time by a variety of significant competitive threats; | |
| ● | global or regional health pandemics or epidemics could negatively impact our business, financial position and results of operations; | |
| ● | 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; | |
| ● | 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; | |
| ● | failure to successfully execute our omnichannel and brand expansion strategy and the cost of our investments in e-commerce and digital transformation may materially adversely affect our financial condition and profitability; | |
| ● | we are subject to risks associated with technology and digital operations; | |
| ● | 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 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; | |
| ● | 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 may not be able to operate our international corporately-managed locations profitably; | |
| ● | 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, foreign currency fluctuations and tariffs; | |
| ● | 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; |
| ● | 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; | |
| ● | 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; | |
| ● | 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; | |
| ● | 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 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 suffer negative publicity and damage to our reputation if we do not continue to evolve environmental, social, and governance initiatives in a timely manner; | |
| ● | fluctuations in our quarterly results of operations could cause the price of our common stock to substantially decline; | |
| ● | fluctuations in our operating results could reduce our cash flow, trigger restrictions under our credit agreement, cause us 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 to not be as beneficial as we would like, or cause us to discontinue our quarterly dividend program; | |
| ● | our relatively low market capitalization can cause the market price of our common stock to become volatile; | |
| ● | 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; | |
| ● | 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; |
|
| ● | we may be unsuccessful in acquiring businesses or engaging in other strategic transactions, which may negatively affect our financial condition and profitability. |
Business Overview
Build-A-Bear Workshop, Inc. a Delaware corporation, was formed in 1997 as a mall-based, experiential specialty retailer. Build-A-Bear has evolved to become a beloved multi-generational brand focused on its mission to “add a little more heart to life” where guests of all ages make their own “furry friends” in celebration and commemoration of life moments. Guests create their own stuffed animals by participating in the stuffing, dressing, accessorizing, and naming of their own teddy bears and other plush toys based on the Company’s own intellectual property and in conjunction with a variety of best-in-class licenses. The hands-on and interactive nature of our more than 500 company-owned, partner-operated and franchise experience locations around the world, combined with Build-A-Bear’s pop-culture appeal, often fosters a lasting and emotional brand connection with consumers, and has enabled the Company to expand beyond its retail stores to include e-commerce sales on www.buildabear.com and non-plush branded consumer categories via out-bound licensing agreements with leading manufacturers, as well as the creation of engaging content via Build-A-Bear Entertainment (a subsidiary of Build-A-Bear Workshop, Inc.). Over the last 27 years, Build-A-Bear has become a brand with high consumer awareness, positive affinity, and strong retail influence by leveraging our 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 appeal has 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 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. 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 November 2, 2024, we had 362 corporately-managed stores globally and 4 seasonal locations, 123 partner-operated locations operating through our "third-party retail" model in which we sell our products on a wholesale basis to other companies that execute our retail experience, and 80 international franchised stores, 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.
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., and Ireland and two e-commerce sites; |
|
| • | Commercial – Transactions with other businesses, mainly comprised of wholesale product sales to third-party retailers and licensing our intellectual property, including entertainment properties, for third-party use; and |
|
| • | International franchising – Royalties as well as products and fixtures sales from other international operations under franchise agreements. |
Selected financial data attributable to each segment for the thirteen and thirty-nine weeks ended November 2, 2024 and October 28, 2023 are set forth in the notes to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.
Business Update
Build-A-Bear Workshop offers interactive entertainment experiences via both physical and e-commerce engagement, targeting a range of consumer segments and purchasing occasions through digitally-driven, diversified omnichannel capabilities. We operate a vertical retail channel with stores that feature a unique combination of experience and product in which guests can "make their own stuffed animals" by participating in the stuffing, dressing, accessorizing, and naming of their 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 licensed properties. Over the last 27 years, Build-A-Bear has become a brand with high consumer awareness and positive affinity. We believe there are opportunities to leverage this brand strength, pop-culture status and multi-generational appeal and generate incremental revenue and profits through licensing our intellectual properties through content and entertainment development for kids and adults while also offering products at wholesale and in non-plush consumer categories through outbound licensing agreements with leading manufacturers.
We seek to provide outstanding guest service and experiences across all channels and touch points including our retail locations, our e-commerce sites, our mobile sites and apps as well as traditional, digital and social media. We believe the hands-on and interactive nature of our experience locations, our personal service model and engaging digital shopping experiences result in guests forming an emotional connection with our brand which has multi-generational appeal that captures today’s zeitgeist including desire for engaging experiences, personalization and “DIY” while being recognized as trusted, giving, and a part of pop culture.
We believe 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 the first thirty-nine weeks of fiscal 2024, we opened a net 40 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 65 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 a third 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. In September 2024, we created a new position of Chief Revenue 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, through a $50 million stock repurchase program announced in August 2022, and through a Board-approved $100 million stock repurchase program announced in September 2024. Furthermore, the Company announced the initiation of a quarterly dividend program on March 13, 2024, and during the first, second and third quarters of fiscal 2024, the Company declared cash dividends of $0.20 per share, totaling $2.9 million, $2.7 million and $2.7 million, respectively. Additionally, the Board of Directors declared a quarterly cash dividend of $0.20 per share on the issued and outstanding common stock of the company, which will be paid on January 9, 2025, to all stockholders of record as of November 27, 2024. |
Retail Stores:
Corporately-Managed Locations:
The table below sets forth the number of Build-A-Bear Workshop corporately-managed stores in North America and Europe for the periods presented:
| Thirty-nine weeks ended |
||||||||||||||||||||||||
| November 2, 2024 |
October 28, 2023 |
|||||||||||||||||||||||
| North America |
Europe |
Total |
North America |
Europe |
Total |
|||||||||||||||||||
| Beginning of period |
320 | 39 | 359 | 312 | 38 | 350 | ||||||||||||||||||
| Opened |
8 | 1 | 9 | 6 | 1 | 7 | ||||||||||||||||||
| Closed |
(4 | ) | (2 | ) | (6 | ) | - | (1 | ) | (1 | ) | |||||||||||||
| End of period |
324 | 38 | 362 | 318 | 38 | 356 | ||||||||||||||||||
As of November 2, 2024, 51% of our corporately-managed stores were in an updated Discovery format. We also 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. The future of our retail store fleet may include expansion into more non-traditional locations, including concourse format shops and by expansion in other locations outside of traditional malls.
Third-Party Retail Locations:
The number of third-party retail locations opened and closed for the periods presented below is summarized as follows:
| Thirty-nine weeks ended |
||||||||
| November 2, 2024 |
October 28, 2023 |
|||||||
| Beginning of period |
92 | 70 | ||||||
| Opened |
32 | 15 | ||||||
| Closed |
(1 | ) | - | |||||
| End of period |
123 | 85 | ||||||
Through our third-party retail model, there were 123 stores in operation at the end of the third quarter of 2024 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 from us 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 Stores:
Our first franchisee location was opened in November 2003. All franchised stores have similar signage, store layout, merchandise characteristics and guest experience as our corporately-managed stores. As of November 2, 2024, we had 5 master franchise agreements, which typically grant franchise rights for a particular country or group of countries, covering an aggregate of 8 countries.
The number of franchised stores opened and closed for the periods presented below are summarized as follows:
| Thirty-nine weeks ended |
||||||||
| November 2, 2024 | October 28, 2023 | |||||||
| Beginning of period |
74 | 68 | ||||||
| Opened |
6 | 8 | ||||||
| Closed |
- | (6 | ) | |||||
| End of period |
80 | 70 | ||||||
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
The following table sets forth, for the periods indicated, selected income statement data expressed as a percentage of total revenues, except where otherwise indicated. Percentages will not total due to cost of merchandise sold being expressed as a percentage of net retail sales, commercial revenue, international franchising, respectively, as well as immaterial rounding:
BUILD-A-BEAR WORKSHOP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
| Thirteen weeks ended |
Thirty-nine weeks ended |
|||||||||||||||
| November 2, |
October 28, |
November 2, |
October 28, |
|||||||||||||
| 2024 |
2023 |
2024 |
2023 |
|||||||||||||
| Revenues: |
||||||||||||||||
| Net retail sales |
91.7 | % | 93.3 | % | 92.7 | % | 93.8 | % | ||||||||
| Commercial revenue |
7.2 | 5.6 | 6.3 | 5.3 | ||||||||||||
| International franchising |
1.1 | 1.1 | 1.0 | 0.9 | ||||||||||||
| Total revenues |
100.0 | 100.0 | 100.0 | 100.0 | ||||||||||||
| Costs and expenses: |
||||||||||||||||
| Cost of merchandise sold - retail (1) |
45.8 | 47.4 | 45.9 | 46.3 | ||||||||||||
| Cost of merchandise sold - commercial (1) |
42.8 | 44.4 | 42.1 | 47.8 | ||||||||||||
| Cost of merchandise sold - international franchising (1) |
74.6 | 62.2 | 68.3 | 64.2 | ||||||||||||
| Total cost of merchandise sold |
45.9 | 47.3 | 45.8 | 46.5 | ||||||||||||
| Consolidated gross profit |
54.1 | 52.5 | 54.2 | 53.5 | ||||||||||||
| Selling, general and administrative |
43.3 | 43.3 | 42.9 | 41.7 | ||||||||||||
| Interest income, net |
(0.1 | ) | (0.3 | ) | (0.2 | ) | (0.2 | ) | ||||||||
| Income before income taxes |
11.0 | 9.6 | 11.5 | 11.9 | ||||||||||||
| Income tax expense |
2.7 | 2.6 | 2.8 | 2.9 | ||||||||||||
| Net income |
8.3 | 7.1 | 8.7 | 9.1 | ||||||||||||
| Retail Gross Margin (2) |
54.2 | % | 52.6 | % | 54.1 | % | 53.7 | % | ||||||||
| (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. |
Thirteen weeks ended November 2, 2024 compared to thirteen weeks ended October 28, 2023
Total revenues. Consolidated revenues increased 11.0%, primarily driven by a $9.1 million or 9.1% increase in Net Retail sales and a $2.6 million or 43% increase in Commercial revenue when compared to the third fiscal quarter of 2023. The increase in net retail sales was driven primarily by growth at existing stores. The increased commercial revenue was due to higher sales from our wholesale customers that was driven by new wholesale customers and opening 38 third-party retail stores since the third quarter of 2023.
Net retail sales for the thirteen weeks ended November 2, 2024 were $109.5 million, compared to $100.4 million for the thirteen weeks ended October 28, 2023. The components of the improved performance are as follows (dollars in thousands):
| Thirteen weeks ended |
||||
| November 2, 2024 |
||||
| Impact from: |
||||
| Existing stores |
$ | 8,832 | ||
| New stores |
1,981 | |||
| 53rd week shift |
(1,729 | ) | ||
| Foreign currency translation |
615 | |||
| Store closures |
(531 | ) | ||
| Digital sales |
(236 | ) | ||
| Gift card discounts |
199 | |||
| Gift card breakage |
191 | |||
| Other |
(230 | ) | ||
| Total Change |
$ | 9,092 | ||
The higher retail revenue performance was primarily the result of an increase at existing stores and new stores partially offset by the impact of the calendar shift (53rd week shift), the effect of store closures and a decline in web demand.
Commercial revenue was $8.6 million for the thirteen weeks ended November 2, 2024 compared to $6.0 million for the thirteen weeks ended October 28, 2023. The $2.6 million increase is primarily due to increased sales volume from our wholesale accounts through our partner-operated third-party retail model.
International franchising revenue was $1.3 million for the thirteen weeks ended November 2, 2024 compared to $1.1 million for the thirteen weeks ended October 28, 2023. The change is primarily the result of the timing of product shipments.
Retail gross margin. Retail gross margin dollars increased $6.5 million to $59.4 million from $52.9 million for the thirteen weeks ended October 28, 2023. The retail gross margin rate increased 160 basis points compared to the prior year driven by lower merchandise, freight and occupancy costs compared to the third quarter of fiscal 2023.
Selling, general and administrative. SG&A expenses were $51.7 million, or 43.3% of consolidated revenue, for the thirteen weeks ended November 2, 2024, compared to $46.6 million, or 43.3% of consolidated revenue, for the thirteen weeks ended October 28, 2023. The consistent performance as a percentage of revenue was driven by lower expenses for advertising and information technology costs offset by higher wage rates, increased healthcare costs and general inflationary pressures.
Interest income, net. Interest income was $0.1 million for the thirteen weeks ended November 2, 2024 compared to interest income of $0.3 million for the thirteen weeks ended October 28, 2023.
Provision for income taxes. Income tax expense was $3.2 million with a tax rate of 24.5% for the thirteen weeks ended November 2, 2024, as compared to income tax expense of $2.8 million with a tax rate of 26.7% for the thirteen weeks ended October 28, 2023. In the third quarter of fiscal 2024 and 2023, the effective tax rate differed from the statutory rate of 21% primarily due to state income tax expense. In the fourth quarter of fiscal 2023, the Company reversed the valuation allowance on deferred tax assets expected to be realized in the U.K. The Company remains in a full valuation in certain other foreign jurisdictions.
Thirty-nine weeks ended November 2, 2024 compared to thirty-nine weeks ended October 28, 2023
Total revenues. Consolidated revenues increased 2.7%, primarily driven by a 24% increase in commercial revenue and a 1.5% increase in net retail sales.
Net retail sales for the thirty-nine weeks ended November 2, 2024 were $320.8 million, compared to $316.0 million for the thirty-nine weeks ended October 28, 2023, an increase of $4.9 million, or 1.5%, compared to the prior year period. The components of this increase are as follows (dollars in thousands):
| Thirty-nine weeks ended |
||||
| November 2, 2024 |
||||
| Impact from: |
||||
| Existing stores |
$ | 6,838 | ||
| Digital sales |
(6,155 | ) | ||
| New stores |
5,282 | |||
| 53rd week shift |
(1,984 | ) | ||
| Store closures |
(1,247 | ) | ||
| Foreign currency translation |
987 | |||
| Gift card discounts |
984 | |||
| Gift card breakage |
362 | |||
| Other |
(213 | ) | ||
| Total Change |
$ | 4,854 | ||
The increase in net retail sales was primarily the result of higher sales at existing stores and new stores, partially offset by a decline in web demand, the impact of the 53rd week shift and the effect of store closures.
Commercial revenue was $21.9 million for the thirty-nine weeks ended November 2, 2024 compared to $17.7 million for the thirty-nine weeks ended October 28, 2023. The $4.2 million increase is primarily the result of the adding new wholesale customers as part of our third-party retail model.
International franchising revenue was $3.3 million for the thirty-nine weeks ended November 2, 2024 compared to $3.2 million for the thirty-nine weeks ended October 28, 2023. The change is primarily the result of the timing of product shipments.
Retail gross margin. Retail gross margin dollars for the thirty-nine weeks ended November 2, 2024, increased $3.9 million to $173.7 million from $169.8 million for the thirty-nine weeks ended October 28, 2023. The retail gross margin rate increase of 40 basis points from the prior year was driven by lower merchandise costs partially offset by increased occupancy, warehousing and distribution costs compared to the first three quarters of fiscal 2023.
Selling, general and administrative. SG&A expenses were $148.4 million, or 42.9% of consolidated revenue, for the thirty-nine weeks ended November 2, 2024, compared to $140.5 million, or 41.7% of consolidated revenue, for the thirty-nine weeks ended October 28, 2023. The increase in overall expense was driven by higher wage rates, expense timing and general inflationary pressures.
Interest income, net. Interest income was $0.7 million for the thirty-nine weeks ended November 2, 2024 compared to interest income of $0.5 million for the thirty-nine weeks ended October 28, 2023. The increase in interest income compared to the prior year is the result of the Company's cash management strategy to invest cash on-hand in short-term, highly liquid investments.
Provision for income taxes. Income tax expense was $9.5 million with a tax rate of 24.1% for the thirty-nine weeks ended November 2, 2024, as compared to $9.6 million with a tax rate of 24.0% for the thirty-nine weeks ended October 28, 2023. In the first thirty-nine weeks of fiscal 2024 and 2023, the effective tax rate differed from the statutory rate of 21% primarily due to state income tax expense partially offset by the tax impact of equity awards vesting. In the fourth quarter of fiscal 2023, the Company reversed the valuation allowance on deferred tax assets expected to be realized in the U.K. The Company remains in a full valuation in certain other foreign jurisdictions.
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):
| Thirteen weeks ended |
Thirty-nine weeks ended |
|||||||||||||||
| November 2, 2024 |
October 28, 2023 |
November 2, 2024 |
October 28, 2023 |
|||||||||||||
| Income before income taxes (pre-tax) |
$ | 13,081 | $ | 10,348 | $ | 39,655 | $ | 40,180 | ||||||||
| Interest income, net |
(109 | ) | (281 | ) | (723 | ) | (524 | ) | ||||||||
| Depreciation and amortization expense |
3,688 | 3,231 | 10,983 | 9,540 | ||||||||||||
| Earnings before interest, taxes, depreciation, and amortization |
$ | 16,660 | $ | 13,298 | $ | 49,915 | $ | 49,196 | ||||||||
EBITDA for the thirteen weeks ended November 2, 2024 increased $3.4 million, or 25.3% to $16.7 million from $13.3 million for the thirteen weeks ended October 28, 2023. The increase was driven by gross profit driven by increased retail and commercial margins partially offset by higher SG&A expenses.
EBITDA for the thirty-nine weeks ended November 2, 2024, increased $0.7 million, or 1.5%, to $49.9 million from $49.2 million for the thirty-nine weeks ended October 28, 2023. The increase in EBITDA was driven by retail and commercial margins partially offset by higher SG&A expenses.
Seasonality and Quarterly Results
Our operating results for one period may not be indicative of results for other periods, and may fluctuate significantly because of a variety of factors, including, but not limited to: (1) changes in general economic conditions (including as a result of the pandemic) and consumer spending patterns; (2) changes in store operations in response to the pandemic apart from its effect on the general economy, including temporary store closures required by local governments; (3) increases or decreases in our existing store and e-commerce sales; (4) fluctuations in the profitability of our stores; (5) the timing and frequency of the sales of licensed products tied to major theatrical releases (including the cancellation or delay of such releases due to the pandemic or other external factors) and our marketing initiatives, including national media and other public relations events; (6) changes in foreign currency exchange rates; (7) the timing of new store openings, closings, relocations and remodeling and related expenses; (8) changes in consumer preferences; (9) the effectiveness of our inventory management; (10) the actions of our competitors or mall anchors and co-tenants; (11) seasonal shopping patterns and holiday and vacation schedules; (12) disruptions in store operations due to civil unrest; and (13) weather conditions.
The timing of store closures, relocations, remodels, openings and re-openings may result in fluctuations in quarterly results based on the revenues and expenses associated with each store location. Expenses related to store closings are typically incurred in stages: when the decision is made to close the store typically associated with a lease event such as an expiration or lease triggered clause; when the closure is communicated to store associates; and at the time of closure. We typically incur most preopening costs for a new store in the three months immediately preceding the store’s opening.
Because our retail operations include toy products which have sales that historically peak in relation to the holiday season as part of our revenue model, our sales have historically been highest in our fourth quarter. The timing of holidays and school vacations can impact our quarterly results. We cannot provide assurance that this will continue to be the case. In addition, for accounting purposes, the quarters of each fiscal year consist of 13 weeks, although we will have a 14-week quarter approximately once every six years. For example, the 2023 fiscal fourth quarter was 14 weeks.
Liquidity and Capital Resources
As of November 2, 2024, we had a consolidated cash balance of $29.0 million, 79% of which was domiciled within the U.S. Historically, our cash requirements have been primarily for the relocation and remodeling of existing stores in our new design, opening of new stores, investments in information technology infrastructure and working capital. Over the past several years, we have met these requirements through capital generated from cash flow provided by operations. Additionally, during 2024 we have used cash on-hand to invest in short-term, highly liquid investments with original maturities of three months or less resulting in interest income of $0.7 million during the thirty-nine weeks ended November 2, 2024.
A summary of our operating, investing and financing activities is shown in the following table (dollars in thousands):
| Thirty-nine weeks ended |
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| November 2, |
October 28, |
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| 2024 |
2023 |
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| Net cash provided by operating activities |
$ | 27,576 | $ | 32,740 | ||||
| Net cash used in investing activities |
(9,571 | ) | (11,124 | ) | ||||
| Net cash used in financing activities |
(33,386 | ) | (39,134 | ) | ||||
| Effect of exchange rates on cash |
9 | 120 | ||||||
| Decrease in cash, cash equivalents, and restricted cash |
$ | (15,372 | ) | $ | (17,398 | ) | ||
Operating Activities. Cash provided by operating activities decreased $5.2 million for the thirty-nine weeks ended November 2, 2024, as compared to the thirty-nine weeks ended October 28, 2023. This decrease in cash from operating activities was primarily driven by increased cash spent on inventory purchases in anticipation of the uncertainty in cost due to potential tariffs and higher accounts receivable resulting from higher commercial revenue offset by increases in payables and accrued expenses.
Investing Activities. Cash used in investing activities decreased $1.6 million for the thirty-nine weeks ended November 2, 2024, as compared to the thirty-nine weeks ended October 28, 2023. This decrease in cash used in investing activities was primarily driven by lower spending on capital expenditures.
Financing Activities. Cash used in financing activities decreased $5.7 million for the thirty-nine weeks ended November 2, 2024, as compared to the thirty-nine weeks ended October 28, 2023. This decrease in cash used in financing activities was driven primarily by the payment in 2023 fiscal first quarter of a special cash dividend of $22.1 million compared to quarterly dividends of $2.9 million, $2.7 million and $2.7 million paid respectively in the first, second and third fiscal quarters of 2024. This was partially offset by an increase in repurchases of our common stock during the thirty-nine weeks ended November 2, 2024.
Capital Resources: 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 November 2, 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 November 2, 2024, our borrowing base was $25.0 million. As a result of a $250,000 letter of credit outstanding against the line of credit, approximately $24.7 million was available for borrowing as of November 2, 2024. We had no outstanding borrowings as of November 2, 2024.
Most of our corporately-managed 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 and into fiscal 2024, lease extensions began to have longer terms as we have secured longer contracts 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. Business rates 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 through the thirty-nine weeks ended November 2, 2024 totaled $9.6 million for information technology projects and new store openings, and we expect to spend approximately $18 to $20 million on capital expenditures in fiscal 2024.
Total inventory at quarter end was $70.8 million, an increase of $6.3 million or 10% from the end of the fiscal 2023 third quarter. We accelerated the acquisition of our core products in anticipation of the uncertainty in cost due to potential tariffs. We are comfortable with the level and composition of our inventory.
We have various contractual or other obligations, including operating lease commitments and obligations under deferred compensation plans. As of November 2, 2024, we had purchase obligations totaling approximately $99.7 million, of which $29.0 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 utilized $23.0 million in cash to repurchase 832,944 shares during the thirty-nine weeks ended November 2, 2024, compared to using $15.2 million in cash to repurchase 672,734 shares during the thirty-nine weeks ended October 28, 2023. Since the end of the third fiscal quarter, we utilized $0.2 million in cash to repurchase 5,288 shares leaving $97.0 millionavailable under the September 2024 Stock Repurchase Program.
Off-Balance Sheet Arrangements
None.
Inflation
Global inflation is well above recent levels and global interest rates have risen in an effort to curb inflation. The impact of inflation on the Company's business operations was seen throughout fiscal 2023 and continued to adversely affect our business in fiscal 2024, 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 expect the inflationary pressures experienced thus far in fiscal 2024 to continue throughout the rest of fiscal 2024, specifically through wage increases. 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. 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 Estimates
The preparation of financial statements in conformity with U.S. GAAP 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 our application of accounting policies, and the estimates inherently required therein, are reasonable. These accounting policies and estimates, including those related to long-lived assets, leases, revenue recognition and income taxes, are reevaluated on an ongoing basis, 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 critical accounting policies and estimates are discussed in and should be read in conjunction with our Annual Report on Form 10-K for the year ended February 3, 2024 as filed with the SEC on April 18, 2024, which includes audited consolidated financial statements for our 2023 and 2022 fiscal years. There have been no material changes to the critical accounting estimates disclosed in the 2023 Form 10-K.
Recent Accounting Pronouncements
See Note 1 to the Condensed Consolidated Financial Statements — Basis of Presentation — Recent Accounting Pronouncements – Adopted in the Current Year as disclosed in our Annual Report on Form 10-K for the year ended February 3, 2024 as filed with the SEC on April 18, 2024.
Item 3. Quantitative and Qualitative Disclosures About Market Risk.
There have been no material changes to our Quantitative and Qualitative Disclosures About Market Risk as disclosed in our Annual Report on Form 10-K for the year ended February 3, 2024 as filed with the SEC on April 18, 2024.
Item 4. 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 of the end of the period covered by this report. Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us 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 November 2, 2024, the end of the period covered by this Quarterly Report.
It should be noted that our management, including the President and Chief Executive Officer and 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.
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. There have been no changes in our internal control over financial reporting during the quarter covered by this report that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
There have been no material changes to our risk factors as disclosed in our Annual Report on Form 10-K for the year ended February 3, 2024 as filed with the SEC on April 18, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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) |
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| August 4 , 2024 - August 31, 2024 |
63,667 | $ | 26.46 | 63,667 | $ | 6,198,754 | ||||||||||
| September 1, 2024 - October 5, 2024 |
9,607 | 31.25 | 9,607 | 5,898,565 | ||||||||||||
| October 6, 2024 - November 2, 2024 |
74,643 | 37.53 | 74,643 | 97,198,593 | ||||||||||||
| Total |
147,917 | $ | 32.36 | 147,917 | $ | 97,198,593 | ||||||||||
| (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 the August 2022 Stock Repurchase program that authorized the repurchase of up to $50 million of our common stock. This program authorized the Company to repurchase shares through August 31, 2025, and did 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. On September 11, 2024, we announced that our Board of Directors terminated the August 2022 Stock Repurchase Program and authorized a new share repurchase program of up to $100 million. |
Item Other Information
Security Trading Plans of Directors and Executive Officers
During the Company's fiscal quarter ended November 2, 2024, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,”, as such terms are defined under Item 408(a) of Regulation S-K, during, except as described below:
| ● | On , , of the Company, a trading arrangement for the sale of the Company’s common stock (a “Rule 10b5-1 Trading Plan”) that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). Ms. John’s Rule 10b5-1 Trading Plan, which expires March 14, 2025, provides for the sale of up to |
| ● | On , , of the Company, a Rule 10b5-1 Trading Plan that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). Mr. Todorovic’s Rule 10b5-1 Trading Plan, which expires March 31, 2025, provides for the sale of up to |
| ● | On , , of the Company, a Rule 10b5-1 Trading Plan that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). Mr. Hurt’s Rule 10b5-1 Trading Plan, which expires March 14, 2025, provides for the sale of up to |
The following is a list of exhibits filed as a part of the quarterly report on Form 10-Q:
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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) | |
| 10.1 | Employment, Confidentiality and Noncompete Agreement, effective as of September 16, 2024 by and between David Henderson and Build-A-Bear Workshop, Inc. (incorporated by reference from Exhibit 10.1 of our Current Report on Form 8-K, filed on September 12, 2024) | |
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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. |
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Inline XBRL Taxonomy Extension Schema Document |
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Inline XBRL Extension Calculation Linkbase Document |
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| 101.DEF |
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Inline XBRL Extension Definition Linkbase Document |
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Inline XBRL Extension Label Linkbase Document |
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Inline XBRL Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
* File herewith
** Furnished herewith
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: December 12, 2024
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BUILD-A-BEAR WORKSHOP, INC. |
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(Registrant) |
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By: |
/s/ Sharon John |
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Sharon John |
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President and Chief Executive Officer (on behalf of the registrant and as principal executive officer) |
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By: |
/s/ Voin Todorovic |
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Voin Todorovic |
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Chief Financial Officer (on behalf of the registrant and as principal financial officer) |