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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event
reported) October 19, 2006
Build-A-Bear Workshop, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 001-32320 43-1883836
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
1954 Innerbelt Business Center Drive 63114
St. Louis, Missouri -------------
---------------------------------------------------- (Zip Code)
(Address of Principal Executive Offices)
(314) 423-8000
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(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
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On October 19, 2006, Build-A-Bear Workshop, Inc. (the "Company") issued a
press release announcing, among other things, total revenue, net income, net
retail sales, retail gross margin and diluted earnings per share for the third
quarter of fiscal 2006. The press release also included expected earnings per
diluted share for the full year of fiscal 2006. A copy of the press release is
furnished as Exhibit 99.1 hereto and is incorporated by reference herein. The
description of the press release contained herein is qualified in its entirety
by the full text of such exhibit.
This information furnished in this Item 2.02, including Exhibit 99.1
attached hereto, is being furnished and shall not be deemed "filed" for purposes
of Section 18 of the Securities and Exchange Act of 1934 (the "Exchange Act") or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, regardless of any general incorporation language
in such filing. In addition, this report (including Exhibit 99.1) shall not be
deemed an admission as to the materiality of any information contained herein
that is required to be disclosed solely as a requirement of this Item 2.02.
Item 9.01 Financial Statements and Exhibits.
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(d) Exhibits
Exhibit Number Description of Exhibit
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99.1 Press Release dated October 19, 2006
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BUILD-A-BEAR WORKSHOP, INC.
Date: October 19, 2006 By: /s/ Tina Klocke
-------------------------------
Name: Tina Klocke
Title: Chief Financial Bear,
Secretary and Treasurer
EXHIBIT INDEX
Exhibit Number Description of Exhibit
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99.1 Press Release dated October 19, 2006
Exhibit 99.1
Build-A-Bear Workshop, Inc. Reports Fiscal 2006 Third Quarter Results
ST. LOUIS--(BUSINESS WIRE)--Oct. 19, 2006--Build-A-Bear Workshop,
Inc. (NYSE: BBW):
-- Earnings per diluted share were $0.13, including U.K.
acquisition dilution of $0.13, distribution center transition
costs of $0.05 and stock-based compensation expense of $0.02,
vs. $0.26 in 2005.
-- Company-owned distribution center now fully operational;
transition from third-party provider complete.
-- International franchisees open stores in Germany, Japan,
Taiwan and Thailand.
-- Guidance for 2006 earnings remains unchanged.
Build-A-Bear Workshop, Inc. (NYSE: BBW), an interactive
entertainment retailer of customized stuffed animals, today announced
that total revenue for the fiscal 2006 third quarter (13 weeks ended
Sept. 30, 2006) increased 20.8% to $101.5 million, compared to $84.0
million in the prior year's third quarter (13 weeks ended Oct. 1,
2005).
Third quarter net income was $2.7 million or $0.13 per diluted
share. These results include charges of $0.13 per share related to the
U.K. acquisition, and $0.05 per share from the cost of transitioning
to a company-owned distribution center, as well as $0.02 per share
from stock-based compensation expenses. The company reported net
income of $5.3 million, or $0.26 per diluted share in last year's
third quarter.
"We are pleased with our earnings results for the quarter and the
progress we made integrating our UK acquisition and the opening of our
distribution center. Our financial and operational performance in the
third quarter are in line with our previously announced expectations
and keeps us on track towards achieving our full year targets," said
Chairman and Chief Executive Bear, Maxine Clark. "We have nearly
completed the successful conversion of our acquired stores in the
United Kingdom and we celebrated the grand opening of these stores
last week, building brand awareness and excitement for the holiday
season when all stores will be open. The transition to full operation
of our company-owned distribution center is also complete. We look
forward to the earnings and revenue contributions we expect to achieve
from our new U.K. stores and from the efficiencies to be created by
our company-owned distribution center. We believe we are well
positioned as we look forward to our 10th holiday season with more
than 300 stores open worldwide by year end."
Fiscal 2006 Third Quarter
Fiscal 2006 third quarter total revenue includes net retail sales
of $100.6 million, an increase of $17.4 million, or 20.9%, compared to
last year's third quarter. Net retail sales growth was driven by new
stores opened during the past twelve months in North America, stores
acquired through our U.K. acquisition, new non-traditional store
locations, as well as, an increase in Internet sales of 16.6% to $1.6
million, as this channel becomes an increasingly important part of our
mix. Comparable store sales in North America declined 5.8%. Third
quarter total revenue also includes revenue from international
franchise fees and third-party licensing.
The third quarter net income of $2.7 million reflects several
items directly related to the U.K. acquisition, including an operating
loss of $2.1 million, primarily reflecting the cost of temporarily
closing stores for conversion and rebranding, and lost interest income
and lost franchise revenue. Also reflected in net income is
stock-based compensation expense of $0.7 million pretax ($0.4 million
net of tax) and distribution center transition costs of $1.7 million
pretax ($1.0 million net of tax). As anticipated, retail gross margin
rate declined to 42.2% from 48.0% in the fiscal 2005 third quarter,
primarily due to higher store occupancy costs in the United Kingdom
and distribution center transition costs.
Fiscal 2006 third quarter results reflect the company's
acquisition, completed on April 2, 2006, of The Bear Factory Limited,
a United Kingdom-based stuffed animal retailer, and the acquisition of
Amsbra, Ltd., the company's franchisee in the United Kingdom.
During the 2006 third quarter, the company opened 10 new
Build-A-Bear Workshop(R) (BABW) retail stores in North America, as
planned, compared with opening seven during the 2005 third quarter. In
addition, the first Build-A-Dino(TM) store opened within the T-Rex
Cafe(TM) at the Legends at Village West in Kansas City, Kansas. In the
United Kingdom, the company completed the conversion and rebranding of
13 stores.
Build-A-Bear Workshop stores at the end of the third quarter
totaled 213 in the United States and 13 in Canada (excluding ballpark,
zoo and Build-A-Dino stores), as well as 38 in the United Kingdom.
U.K. Acquisition
On April 2, 2006, the company completed the acquisitions of The
Bear Factory Limited and Amsbra, Ltd. The company ended the quarter
with 38 stores in the United Kingdom and Ireland and is in the process
of converting and rebranding 25 Bear Factory stores. The company began
converting the Bear Factory stores to Build-A-Bear Workshop stores in
May and expects to complete the store conversions in time for the 2006
holiday season.
The company anticipates U.K. acquisition accretion of
approximately $0.12 per share in the fiscal 2006 fourth quarter (13
weeks ended December 30, 2006). The company further expects the
acquisition to be accretive to earnings per share in fiscal 2007.
International Franchising
During the third quarter international franchisees opened five new
international stores in Hamburg, Germany, Tokyo and Narita, Japan,
Taichung, Taiwan and Bangkok, Thailand. International stores totaled
27 at the end of the third quarter. In fiscal 2006 the company expects
international franchise fee revenue to total approximately $3.0
million. International franchise fee revenue excludes the company's
U.K.-based stores which are now reflected in retail sales following
the acquisition of Amsbra, Ltd.
Outlook
The company's previously disclosed guidance for fiscal 2006 (52
weeks ended Dec. 30, 2006) of earnings per share (EPS) at the low end
of the range of $1.44 to $1.53 remains unchanged. This guidance
includes the anticipated dilution from the U.K. acquisition of
approximately $0.16 per diluted share, stock-based compensation
expense of approximately $0.08 per diluted share ($2.6 million pretax,
$1.5 million net of tax) and distribution center transition costs of
$0.05 per diluted share ($1.7 million pretax, $1.0 million net of
tax).
In North America during fiscal 2006, Build-A-Bear Workshop expects
to open a total of 32 new BABW stores and four new friends 2B made
stores, one that will be separate from a BABW store. In the United
Kingdom, the company plans to open two new Build-A-Bear Workshop
stores in fiscal 2006; we expect international franchisees to open 10
to 12 new stores.
Today's Conference Call Webcast
Today at 9:00 a.m. EDT, Build-A-Bear Workshop(R) will host a live
audio webcast of its discussion with the investment community
regarding the company's fiscal 2006 third quarter results. The webcast
can be accessed at http://ir.buildabear.com. Following the live
discussion, a replay of the webcast will be available until the next
quarterly conference call.
About Build-A-Bear Workshop, Inc.
Build-A-Bear Workshop, Inc. is the only global company that offers
an interactive make-your-own stuffed animal retail-entertainment
experience. Founded in St. Louis in 1997, the company currently
operates more than 260 stores in the United States, Canada, the United
Kingdom and Ireland. The addition of franchise stores in Europe, Asia
and Australia make Build-A-Bear Workshop the leader in interactive
retail. In November 2004, the company expanded the make-your-own
concept from stuffed animals to dolls with the opening of its first
friends 2B made(R) stores, where Guests can make their own doll
friends. In April 2006, Build-A-Bear Workshop acquired The Bear
Factory Limited and Amsbra, Ltd. adding company-owned stores in the
United Kingdom and Ireland. Build-A-Bear Workshop (NYSE: BBW) posted
total revenue of $362 million in fiscal 2005. For more information,
call 888.560.BEAR (2327) or visit the company's award-winning Web
sites at www.buildabear.com and www.friends2bmade.com.
Forward-Looking Statements
This press release contains "forward-looking statements" (within
the meaning of the federal securities laws) which represent the
Build-A-Bear Workshop's expectations or beliefs with respect to future
events. These forward-looking statements are subject to certain risks
and uncertainties that could cause actual results to differ materially
from those anticipated. Those factors include, without limitation: we
may not realize some of the expected benefits of the acquisition of
Amsbra and The Bear Factory; we may be unable to generate comparable
store sales growth; our marketing initiatives may not generate
sufficient brand awareness and sales; we may be unable to effectively
manage our international franchises or comply with changing laws
relating thereto; we may be unable to generate demand for our retail
experience, or to respond to consumer preferences; customer mall
traffic may decrease, as a result of various factors, including a
reduction of consumer confidence because of terrorism or war; general
economic conditions may worsen; our market share could be adversely
affected by competitors; we may lose key personnel, or be unable to
hire qualified additional personnel; vendor deliveries may be
disrupted; the availability and costs of our products could be
impacted by international manufacturing and trade issues; our
warehousing and distribution vendors may perform poorly; we may fail
to protect our intellectual property and may have infringement,
misappropriation or other disputes or litigation with third parties;
we may be unable to open new stores, renew or replace our store
leases, enter into leases for new stores on favorable terms, or
continue to comply with our current leases; we may experience
communications or information systems failures; we may suffer negative
publicity or be sued due to alleged violations of labor laws, employee
regulations or unethical practices, either by the Company or its
merchandise manufacturers; and we may violate or be accused of
violating privacy or security laws by reason of improperly obtaining
or failing to adequately protect Guest information. These and other
applicable risks, cautionary statements and factors that could cause
actual results to differ from the Company's forward-looking statements
are included in the Company's filings with the SEC, including as
described in the Company's annual report on Form 10-K for the fiscal
year ended December 31, 2005. The Company undertakes no obligation to
update or revise any forward- looking statements to reflect subsequent
events or circumstances even if experience or future changes make it
clear that any projected results expressed or implied therein will not
be realized.
BUILD-A-BEAR WORKSHOP, INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Operations
(dollars in thousands, except share and per share data)
13 Weeks 13 Weeks
Ended Ended
September % of October 1, % of
30, Total Total
Revenues Revenues
2006 (1) 2005 (1)
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Revenues:
Net retail sales $ 100,582 99.1 $ 83,239 99.1
Franchise fees 649 0.6 507 0.6
Licensing revenue 288 0.3 271 0.3
----------- ------- ----------- --------
Total revenues 101,519 100.0 84,017 100.0
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Costs and expenses:
Cost of merchandise sold 58,130 57.8 43,289 52.0
Selling, general and
administrative 38,073 37.5 31,336 37.3
Store preopening 1,127 1.1 1,281 1.5
Interest expense
(income), net (192) (0.2) (434) (0.5)
----------- ------- ----------- --------
Total costs and
expenses 97,138 95.7 75,472 89.8
----------- ------- ----------- --------
Income before
income taxes 4,381 4.3 8,545 10.2
Income tax expense 1,668 1.6 3,290 3.9
----------- ------- ----------- --------
Net income $ 2,713 2.7 $ 5,255 6.3
=========== ===========
Earnings per common share:
Basic $ 0.13 $ 0.26
=========== ===========
Diluted $ 0.13 $ 0.26
=========== ===========
Shares used in computing common per share amounts:
Basic 20,176,642 19,874,869
Diluted 20,438,226 20,234,749
(1)Selected statement of operations data expressed as a percentage of
total revenues, except cost of merchandise sold which is expressed
as a percentage of net retail sales.
Percentages will not total due to cost of merchandise sold being
expressed as a percentage of net retail sales and rounding.
BUILD-A-BEAR WORKSHOP, INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Operations
(dollars in thousands, except share and per share data)
39 Weeks 39 Weeks
Ended Ended
September 30, % of October 1, % of
Total Total
Revenue Revenue
2006 (1) 2005 (1)
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Revenues:
Net retail sales $ 291,274 99.1 $ 242,241 99.3
Franchise fees 1,975 0.7 1,147 0.5
Licensing revenue 558 0.2 387 0.2
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Total revenues 293,807 100.0 243,775 100.0
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Costs and expenses:
Cost of merchandise sold 160,180 55.0 124,464 51.4
Selling, general and
administrative 108,307 36.9 88,909 36.5
Store preopening 3,324 1.1 4,398 1.8
Interest expense
(income), net (1,357) (0.5) (1,180) (0.5)
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Total costs and
expenses 270,454 92.1 216,591 88.8
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Income before income
taxes 23,353 7.9 27,184 11.2
Income tax expense 9,295 3.2 10,466 4.3
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Net income 14,058 4.7 16,718 6.9
Earnings per common share:
Basic $ 0.70 $ 0.85
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Diluted $ 0.69 $ 0.83
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Shares used in computing common per share amounts:
Basic 20,135,944 19,650,364
Diluted 20,429,034 20,194,093
(1)Selected statement of operations data expressed as a percentage of
total revenues, except cost of merchandise sold which is expressed
as a percentage of net retail sales.
Percentages will not total due to cost of merchandise sold being
expressed as a percentage of net retail sales and rounding.
BUILD-A-BEAR WORKSHOP, INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
(dollars in thousands, except share and per share data)
September 30, December 31,
2006 2005
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ASSETS
Current assets:
Cash and cash equivalents $9,837 $90,950
Inventories 48,112 40,157
Receivables 8,558 6,629
Prepaid expenses and other current assets 13,333 6,839
Deferred tax assets 3,941 3,232
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Total current assets 83,781 147,807
Property and equipment, net 129,169 89,973
Note receivable from franchisee - 4,518
Goodwill 32,409 -
Other intangible assets, net 3,233 1,454
Other assets, net 4,674 2,356
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Total Assets $253,266 $246,108
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LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $35,056 $34,996
Accrued expenses 5,894 15,792
Gift cards and customer deposits 14,819 22,865
Deferred revenue 9,278 7,508
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Total current liabilities 65,047 81,161
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Deferred franchise revenue 3,762 2,306
Deferred rent 35,421 30,687
Other liabilities 479 586
Deferred tax liabilities - 1,011
Stockholders' equity:
Common stock, par value $0.01 per share 205 201
Additional paid-in capital 87,599 85,259
Other comprehensive income (5) -
Retained earnings 60,758 46,700
Notes receivable from officers - (151)
Unearned compensation - (1,652)
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Total stockholders' equity 148,557 130,357
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Total Liabilities and Stockholders' Equity $253,266 $246,108
============= =============
BUILD-A-BEAR WORKSHOP, INC. AND SUBSIDIARIES
Unaudited Selected Financial and Store Data
(dollars in thousands, except square foot data)
13 Weeks 13 Weeks 39 Weeks 39 Weeks
Ended Ended Ended Ended
September October September October
30, 1, 30, 1,
2006 2005 2006 2005
--------- -------- --------- --------
Other financial data:
Gross margin ($) (1) $ 42,452 39,950 $ 131,094 117,777
Gross Margin (%) (1) 42.2% 48.0% 45.0% 48.6%
Capital expenditures $ 12,555 6,508 $ 47,501 22,599
Depreciation and
amortization $ 5,151 4,304 $ 15,734 12,821
Store data (2):
Number of stores at end of
period 264 193 264 193
Store square footage at end
of period 758,926 599,341 758,926 599,341
Comparable store sales
change (%) (3) (5.8)% 1.3% (4.6)% 0.0%
(1)Gross margin represents net retail sales less cost of merchandise
sold. Gross margin percentage represents gross margin divided by
net retail sales.
(2)Excludes our webstore and seasonal and event-based locations.
(3)Comparable store sales percentage changes are based on net retail
sales and stores are considered comparable beginning in their
thirteenth full month of operation.
CONTACT: Build-A-Bear Workshop, Inc.
Investors:
Molly Salky, 314.423.8000 x5353
or
Media:
Jill Saunders, 314.423.8000 x5379