View:
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) April 30, 2007
Build-A-Bear Workshop, Inc.
-------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 001-32320 43-1883836
- ---------------------------- ------------------------ -------------------
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1954 Innerbelt Business Center Drive
St. Louis, Missouri 63114
---------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
(314) 423-8000
------------------------------------------
(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.
- --------------------------------------------------------------
On May 1, 2007, Build-A-Bear Workshop, Inc. (the "Company") issued a
press release announcing, among other things, total revenue, net income, net
retail sales, gross margin and diluted earnings per share for the first quarter
of fiscal 2007. The press release also included expected earnings and diluted
earnings per share for the second quarter and full year of fiscal 2007. 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.
Item 7.01. Regulation FD Disclosure.
- -----------------------------------------
On April 30, 2007, Build-A-Bear Workshop, Inc. ("BABW" or the "Company") entered
into a series of agreements whereby it agreed to make an additional equity
investment in, and perform additional consulting services for, Retail
Entertainment Concepts, LLC ("REC"). REC is an early-stage company that has
developed an interactive retail concept targeted primarily to boys and their
families.
Including both BABW's equity investment in REC for cash completed on April 30,
2007 and an earlier equity investment for cash that BABW made in May 2006, BABW
has paid approximately $2,960,000 in exchange for 3,040,571 Class A Membership
Units (at a price of approximately $0.97 per Unit) in REC. The Class A
Membership Units are preferred units with customary rights associated with a
private company investment, including pre-emptive rights for future issuances by
REC, a right of first refusal on certain transfers by the other members, co-sale
rights on certain transfers by the other members, registration rights in the
event of a conversion to a corporation and subsequent public offering.
Under a consulting services agreement executed in conjunction with the closing
of the April 30, 2007 financing, BABW is providing operational support services
to REC in exchange for additional Class A Membership Units on a per unit
valuation of the most immediate preceding preferred unit financing, in an amount
to be determined in relation to the aggregate amount of services to be performed
during the year. BABW currently estimates it will provide approximately
$1,200,000 in services during 2007 and expects to receive an amount of Class A
membership units based on a per unit valuation of $0.97.
Also in conjunction with its direct cash investment in REC, BABW entered into an
agreement with an entity controlled by the original founders of REC,
Construct-A-Car, Inc. ("CAC"), providing for: (i) the purchase by BABW of
312,000 common units of REC owned by CAC at $0.011 per unit, or a total of
$3,428; (ii) the purchase, for $150,000, of a five-year "call" option,
exercisable until April 2012, from CAC to acquire an additional 1,250,000 of REC
common units owned by the CAC, at an exercise price of $1.25 per common unit;
and (iii) a "put" option which CAC may exercise at any time between April 2008
and April 2012, requiring BABW to purchase some or all of such 1,250,000 shares
of common units of REC owned by CAC, at fifty cents ($0.50) per unit. The
aggregate number of units subject to the put and call is 1,250,000 units. The
$150,000 purchase price for the option would offset the purchase price on a put,
but would not offset the call price.
2
Additionally, BABW maintains an advisory services agreement signed in May 2006
under which BABW provides advisory services to REC in exchange for warrants to
purchase 10% of the fully diluted equity of REC, at an aggregate exercise price
of $800. BABW could exercise the warrants upon certain specified events,
including an IPO of REC, any reclassification, reorganization, consolidation,
merger, sale of substantially all the assets of REC or its successor, a
bankruptcy or similar event or any voluntary or involuntary dissolution,
liquidation or winding-up of REC.
As a result of the transactions described above, BABW would own as much as
approximately 34% of fully diluted equity in REC by early 2008 (excluding of any
additional funding rounds by REC which may impact BABW's percentage ownership,
and including the full exercise of the option/put on the REC shares owned by CAC
and the issuance of equity in exchange for the anticipated services as described
above).
Maxine Clark, BABW's Chairman and Chief Executive Bear, continues to serve on
the management committee of REC.
The information furnished in this Item 7.01 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 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.
Item 9.01. Financial Statements and Exhibits.
- --------------------------------------------------
(d) Exhibits
3
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: May 1, 2007 By: /s/ Tina Klocke
------------------------------------
Name: Tina Klocke
Title: Chief Financial Bear,
Secretary and Treasurer
4
EXHIBIT INDEX
Exhibit Number Description of Exhibit
- -------------- ----------------------
99.1 Press Release dated May 1, 2007
5
Exhibit 99.1
Build-A-Bear Workshop, Inc. Reports Fiscal 2007 First Quarter Results
-- Earnings per diluted share were $0.39, including U.K.
acquisition dilution of $0.14, vs. $0.41 in 2006.
-- Fiscal 2007 earnings guidance remains $1.65 to $1.75 per
diluted share. Guidance includes stock-based compensation
expense of approximately $0.10 per diluted share.
-- French franchise converted to Company-owned operation.
ST. LOUIS--(BUSINESS WIRE)--May 1, 2007--Build-A-Bear Workshop,
Inc. (NYSE: BBW), an interactive entertainment-based retailer of
customized stuffed animals, announced that total revenue for the
fiscal 2007 first quarter (13 weeks ended March 31, 2007) increased
18% to $116.8 million, compared to $98.6 million in the prior year's
first quarter (13 weeks ended April 1, 2006).
First quarter net income was $8.1 million or $0.39 per share.
These results include impacts of $0.14 per share related to the U.K.
acquisition which were not included in the year ago quarter. The
company reported net income of $8.3 million or $0.41 per diluted share
in last year's first quarter.
"Our results in the first quarter were in-line with our plans,"
said Maxine Clark, chairman and chief executive bear. "With sales
trends improving and strategies in place to maximize product
opportunities moving forward, we are on track to meet the full-year
earnings we previously provided. During the quarter we also converted
our French franchise to a company-owned operation which will help us
deliver a much improved brand experience, further leverage our U.K.
operations, and grow our brand in this important market. We remain
focused on growing our business, driving business initiatives that
benefit the long-term success of our brand, developing products that
are relevant, and providing an exceptional experience to our Guests."
Fiscal 2007 First Quarter
Fiscal 2007 first quarter total revenue includes net retail sales
of $115.9 million, an increase of $18.2 million or 18.6% compared to
last year's first quarter. Net retail sales growth was driven by new
stores opened during the past twelve months in North America, U.K.
operation sales totaling $10.8 million, non-traditional store
locations, and an increase in Internet sales of 24.1% to $3.1 million.
Comparable store sales in North America declined 6.9%. First quarter
total revenue also includes revenue from international franchise fees
and third-party licensing.
The first quarter net income of $8.1 million reflects several
items directly related to the U.K. acquisition, including an operating
loss of $2.2 million from that business, and the loss of interest
income and franchise income which would have been recognized if the
acquisition had not occurred. The U.K. operating loss included costs
associated with closing one store in France previously owned by a
franchisee. As anticipated, retail gross margin rate decreased to
46.4%, from 49.0% in the fiscal 2006 first quarter, primarily due to
higher store occupancy costs in the United Kingdom. Also included in
the 2007 first quarter is stock-based compensation expense of $0.6
million pretax ($0.4 million net of tax or $0.02 per diluted share).
Fiscal 2006 first quarter results include the impact of stock-based
compensation expense of $0.5 million pretax ($0.3 million net of tax
or $0.02 per diluted share).
During the 2007 first quarter, the company opened four new
Build-A-Bear Workshop(R) (BABW) retail stores in North America, as
planned, compared with opening two new BABW stores during the 2006
first quarter. These openings include the company's first store in a
science center at the Saint Louis Science Center. The store includes
both Build-A-Bear Workshop and a full assortment of Build-A-Dino(R)
products. In the United Kingdom, the company opened two new stores in
Exeter, England and Edinburgh, Scotland.
Build-A-Bear Workshop stores at the end of the first quarter
totaled 237 in North America and 40 in the United Kingdom.
Fiscal 2007 first 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., its franchisee in the United Kingdom.
On February 20, 2007, the company's board of directors authorized
the repurchase of up to $25 million of its outstanding common stock
over the next 12 months. During the fiscal 2007 first quarter, the
company repurchased and retired 176,500 shares of common stock for
$4.7 million.
Outlook
The company reaffirmed its previous guidance for fiscal 2007 (52
weeks ended Dec. 29, 2007) of earnings per share (EPS) in the range of
$1.65 to $1.75. This guidance includes the anticipated impact of
expensing stock-based compensation of approximately $3.1 million
pretax ($2.0 million net of tax or $0.10 per diluted share). Fiscal
2006 full year results included the impact of stock-based compensation
expense of $2.1 million pretax ($1.3 million net of tax or $0.07 per
diluted share).
The guidance for fiscal 2007 assumes North American comparable
store sales to be in the flat to negative mid-single digit range. The
company's earnings outlook also assumes no significant change in the
overall retailing environment. The guidance does not include any
positive impact that may come from the company's share repurchase
program.
The guidance assumes that earnings per diluted share for the
second quarter will be between $0.15 and $0.19, and includes the
anticipated impact of expensing stock-based compensation of
approximately $0.9 million pretax ($0.5 million net of tax or $0.03
per diluted share). Second quarter earnings guidance also reflects the
anticipated costs associated with higher advertising expenses, higher
performance-based bonus compensation expense, and Canadian French and
Spanish language translation costs associated with the company's store
openings in Montreal and Puerto Rico in the second half of the year,
compared to the fiscal 2006 second quarter. Second quarter 2007 total
revenue growth is anticipated to be approximately 18% and North
American comparable store sales are assumed to be in the flat to
negative low-single digit range.
In North America, Build-A-Bear Workshop expects to open a total of
38 new BABW stores this year. In the U.K., the company plans to open
seven to ten new stores, and in France the company plans to open
approximately three new stores this year. In North America, 15 new
BABW stores are planned to open in the second quarter, compared with
opening 14 new BABW stores during the 2006 second quarter.
Other News
The company also announced today that its total equity investment
in Retail Entertainment Concepts, LLC, also known as RIDEMAKERZ(TM),
has increased to $2.96 million. RIDEMAKERZ is an early-stage company
developing an interactive retail concept that allows children and
families to build and customize their own personalized cars. In
addition to an equity investment in RIDEMAKERZ, Build-A-Bear Workshop
has an agreement to provide operating and advisory services in
exchange for additional equity ownership.
Build-A-Bear Workshop will host its Annual Meeting of Stockholders
on Thursday, May 10, 2007 at 10:00 a.m. local time (CST) in the
Redbird Club at Busch Stadium in St. Louis, Missouri. The company will
broadcast the meeting over the Internet via webcast. The webcast will
be accessible through the Investor Relations page of the Build-A-Bear
workshop corporate Web site, http://ir.buildabear.com. Following the
live meeting, a replay of the webcast will be available until the next
annual meeting.
Today's Conference Call Webcast
Today at 10:00 a.m. EDT, Build-A-Bear Workshop will host a live
audio webcast of its discussion with the investment community
regarding the company's fiscal 2007 first quarter results. The webcast
can be accessed at http://ir.buildabear.com. A replay of the webcast
will be available following the live webcast and available until the
company's 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 275 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. Build-A-Bear Workshop (NYSE: BBW) posted total revenue of
$437 million in fiscal 2006. 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 be unable to generate comparable store sales growth and may
continue to have negative comparable store performance; our marketing
initiatives may not generate sufficient brand awareness and sales or
demand for our retail experience; we may be unable to respond to
changing 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; the availability and costs of our products could be
impacted by international manufacturing and trade issues; our
warehousing and distribution vendors may perform poorly, and we may be
unable to realize the anticipated benefits from our distribution
center; we may fail to protect our intellectual property and may have
infringement, misappropriation or other disputes or litigation with
third parties, which could be costly, distract our management and
personnel and which could result in the diminution in value of our
trademarks and other important intellectual property; 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 lose key personnel or be unable to hire
qualified additional personnel, including store associates; vendor
deliveries may be disrupted; we may not realize some of the expected
benefits of the acquisition of Amsbra and The Bear Factory; we may be
unable to effectively manage our international franchises or comply
with changing laws relating thereto; 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 us or our 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
March 31, % of Total April 1, % of Total
2007 Revenues(1) 2006 Revenues(1)
------------ ----------- ------------ -----------
Revenues:
Net retail sales $ 115,883 99.2 $ 97,730 99.1
Franchise fees 695 0.6 690 0.7
Licensing revenue 236 0.2 211 0.2
------------ ----------- ------------ -----------
Total revenues 116,814 100.0 98,631 100.0
------------ ----------- ------------ -----------
Costs and expenses:
Cost of
merchandise sold 62,140 53.6 49,860 51.0
Selling, general
and
administrative 41,544 35.6 35,451 35.9
Store preopening 688 0.6 615 0.6
Interest expense
(income), net (545) (0.5) (866) (0.9)
------------ ----------- ------------ -----------
Total costs and
expenses 103,827 88.9 85,060 86.2
------------ ----------- ------------ -----------
Income before
income taxes 12,987 11.1 13,571 13.8
Income tax expense 4,922 4.2 5,225 5.3
------------ ----------- ------------ -----------
Net income $ 8,065 6.9 $ 8,346 8.5
============ ============
Earnings per common
share:
Basic $ 0.40 $ 0.42
============ ============
Diluted $ 0.39 $ 0.41
============ ============
Shares used in
computing common
per share amounts:
Basic 20,281,820 20,078,876
Diluted 20,525,347 20,401,378
(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)
March 31, December 30,
2007 2006
------------ ------------
ASSETS
Current assets:
Cash and cash equivalents $ 42,375 $ 53,109
Inventories 48,013 50,905
Receivables 6,028 7,389
Prepaid expenses and other current assets 17,854 11,805
Deferred tax assets 2,437 2,388
------------ ------------
Total current assets 116,707 125,596
Property and equipment, net 129,455 130,347
Goodwill 36,374 36,927
Other intangible assets, net 2,984 2,873
Other assets, net 4,972 4,027
------------ ------------
Total Assets $ 290,492 $ 299,770
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable $ 44,167 $ 46,761
Accrued expenses 12,378 16,301
Gift cards and customer deposits 20,295 28,128
Deferred revenue 6,613 6,454
------------ ------------
Total current liabilities 83,453 97,644
------------ ------------
Deferred franchise revenue 2,418 2,297
Deferred rent 36,466 34,754
Other liabilities 308 352
Deferred tax liabilities 460 459
Stockholders' equity:
Common stock, par value $0.01 per share 206 205
Additional paid-in capital 84,796 88,866
Other comprehensive income (1,868) (997)
Retained earnings 84,253 76,190
------------ ------------
Total stockholders' equity 167,387 164,264
------------ ------------
Total Liabilities and Stockholders' Equity $ 290,492 $ 299,770
============ ============
BUILD-A-BEAR WORKSHOP, INC. AND SUBSIDIARIES
Unaudited Selected Financial and Store Data
(dollars in thousands, except square foot data)
13 Weeks 13 Weeks
Ended Ended
March 31, April 1,
2007 2006
------------ ------------
Other financial data:
Gross margin ($) (1) $ 53,743 $ 47,870
Gross Margin (%) (1) 46.4% 49.0%
Capital expenditures $ 4,944 $ 9,662
Depreciation and amortization $ 6,260 $ 4,782
Sales over the Internet $ 3,077 $ 2,479
Store data (2):
Number of stores at end of period
North America 237 202
United Kingdom and Ireland 40 --
------------ ------------
Total stores 277 202
Store square footage at end of period
North America 721,467 623,360
United Kingdom and Ireland (3) 59,351 --
------------ ------------
Total square footage 780,818 623,360
Comparable store sales change (%) (4) (6.9)% (3.8)%
(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)Square footage in the United Kingdom and Ireland is estimated
selling square footage.
(4)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, ext. 5353
or
Media:
Jill Saunders, 314-423-8000, ext. 5293