bbw20131228_10k.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

  


FORM 10-K

 


 

 

(Mark One)

Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

  For the fiscal year ended December 28, 2013

  

OR

 

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

   

 

Commission file number: 001-32320

 


 

BUILD-A-BEAR WORKSHOP, INC.

(Exact Name of Registrant as Specified in Its Charter)

 


 

 

Delaware

43-1883836

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

   

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)


Securities registered pursuant to Section 12(b) of the Act:

 

     

Title of Each Class 

 

Name of Each Exchange on Which Registered 

Common Stock, par value $0.01 per share

 

New York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act: None


 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    ☐  Yes     ☒  No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    ☐  Yes     ☒  No

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    ☒  Yes     ☐  No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   ☒  Yes     ☐  No

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☒

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer  ☐    Accelerated filer  ☒    Non-accelerated filer  ☐    Smaller reporting company  ☐

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    ☐  Yes    ☒  No

 

There is no non-voting common equity. The aggregate market value of the common stock held by nonaffiliates (based upon the closing price of $6.07 for the shares on the New York Stock Exchange on June 28, 2013) was $72,341,234 as of June 29, 2013.

 

As of March 7, 2014, there were 17,400,528 issued and outstanding shares of the registrant’s common stock.

 

DOCUMENTS INCORPORATED BY REFERENCE

 

Portions of the registrant’s Proxy Statement for its May 8, 2014 Annual Meeting are incorporated herein by reference.



 
 

 

  

BUILD-A-BEAR WORKSHOP, INC.

INDEX TO FORM 10-K

 

 

 

Page

Forward-Looking Statements

1

Part I  

Item 1.

Business

2

Item 1A.

Risk Factors

4

Item 1B.

Unresolved Staff Comments

11

Item 2.

Properties

11

Item 3.

Legal Proceedings

11

Item 4.

Mine Safety Disclosure

12

Part II  

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

13

Item 6.

Selected Financial Data

16

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

18

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

32

Item 8.

Financial Statements and Supplementary Data

33

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure

33

Item 9A.

Controls and Procedures

33

Item 9B.

Other Information

35

Part III  

Item 10.

Directors, Executive Officers and Corporate Governance

35

Item 11.

Executive Compensation

36

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

36

Item 13.

Certain Relationships and Related Transactions and Director Independence

36

Item 14.

Principal Accountant Fees and Services

36

Part IV

Item 15.

Exhibits and Financial Statement Schedules

37

   

Exhibit Index

58

Signatures

63

 

 
 

 

 

FORWARD-LOOKING STATEMENTS

 

This Annual Report on Form 10-K contains certain statements that are, or may be considered to be, “forward-looking statements” for the purpose of federal securities laws, including, but not limited to, statements that reflect our current views with respect to future events and financial performance. We generally identify these statements by words or phrases such as “may,” “might,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “intend,” “predict,” “future,” “potential” or “continue,” the negative or any derivative of these terms and other comparable terminology. These forward-looking statements, which are subject to risks, uncertainties and assumptions about us, may include, among other things, projections or statements regarding:

 

 

our future financial performance;

 

 

our anticipated operating and growth strategies;

 

 

our future capital expenditures;

 

 

our anticipated rate of store closures, relocations and openings; and

 

 

our anticipated costs related to store closures, relocations and openings.

  

These statements are only predictions based on our current expectations and projections about future events. Because these forward-looking statements involve risks and uncertainties, there are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by these forward-looking statements, including those factors discussed under the caption entitled “Risk Factors” as well as other places in this Annual Report on Form 10-K.

 

We operate in a competitive and rapidly changing environment. New risk factors emerge from time to time and it is not possible for management to predict all the risk factors, nor can it assess the impact of all the risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Given these risks and uncertainties, you should not place undue reliance on forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K, as a prediction of actual results.

 

You should read this Annual Report on Form 10-K completely and with the understanding that our actual results may be materially different from what we expect. Except as required by law, we undertake no duty to update these forward-looking statements, even though our situation may change in the future. We qualify all of our forward-looking statements by these cautionary statements.

  

 
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PART I

 

ITEM  1.         BUSINESS

 

Overview

 

Build-A-Bear Workshop, Inc., a Delaware corporation, was formed in 1997 and is primarily a specialty retailer offering a “make your own stuffed animal” interactive retail-entertainment experience.  As of December 28, 2013, we operated 323 company-owned retail stores in the United States, Canada, the United Kingdom and Ireland, including 252 traditional and 11 non-traditional Build-A-Bear Workshop® stores in the United States and Canada and 58 traditional and two non-traditional Build-A-Bear Workshop stores in the United Kingdom and Ireland.  In addition, franchisees operated 86 Build-A-Bear Workshop stores in other international locations.

 

Segments and Geographic Areas

 

We conduct our operations through three reportable segments consisting of retail, international franchising, and commercial.  Our reportable segments are primarily determined by the types of customers they serve and the types of products and services that they offer.  Each reportable segment may operate in many geographic areas.  Financial information related to our segments and the geographic areas in which we operate is contained in “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” See Note 16 – Segment Information to the Consolidated Financial Statements for information regarding sales, results of operations and identifiable assets of the Company by business segment and geographic area.

 

Description of Operations

 

Currently, we primarily operate specialty retail stores that provide a “make your own stuffed animal” interactive entertainment experience in which our guests visit eight stuffed animal making stations: Choose Me, Hear Me, Stuff Me, Stitch Me, Fluff Me, Dress Me, Name Me, and Take Me Home®.  In our new store design, we have added an additional Love Me station to our signature process. Our retail concept is a unique combination of experience and product and we are focused on enhancing our brand equity while meeting the needs of consumers by offering premium products that meet high quality standards, offer a relevant selection and are trend-right. We seek to provide outstanding guest service and experiences across all channels and touch points including our stores, our Web sites, our mobile sites and apps as well as traditional and social media. Our store experience appeals to a broad range of age groups and demographics, including children, teens, their parents and grandparents.  We have relatively balanced seasonality on a quarterly basis and guests visit our stores for multiple reasons including interactive family experiences, birthdays, parties and other milestone occasion celebrations and to purchase gifts including the “gift of experience” that comes with a Bear Bucks® gift card. We believe the hands-on and interactive nature of our store and high touch service model result in guests forming an emotional connection with our brand. 

 

We believe there are opportunities in the future to leverage the strength of the Build-A-Bear brand and generate incremental revenue and profits given the high consumer recognition and strong positioning as a trusted, high quality brand that is emotionally connected with both kids and their parents.

 

Operating strategies

 

Our company is in the midst of a multi-year turnaround plan that builds on a strong base of profitable stores and focuses on four key strategies:

 

 

1.

Optimize our real estate portfolio: In North America, we are closing stores, primarily in multi-store markets where we can transfer a portion of sales to other stores in the same markets. Additionally, in conjunction with lease renewals, we will strategically refresh and upgrade other stores with key features. In 2013, we closed 37 stores and transferred approximately 20% of sales from closed stores to other ongoing stores in the same markets and remodeled 20 stores in a new design;

  

 

2.

Refine the consumer value equation: We continue to reposition and integrate our marketing programs to focus on brand building and new product launches while also reducing discounts and price promotions. We believe that our brand building initiatives drove approximately 70% of North America’s 5.7% annual comparable store sales increase in 2013 with the balance coming from real estate optimization actions. Additionally, in 2013, we reduced discounts in North America by 30%;

  

 
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3.

Rationalize our expense structure: We are in the ongoing process of value engineering our product designs and we have initiated an end-to-end review of our supply chain to identify opportunities to improve product margins and leverage selling, general and administrative expenses. In 2013, we expanded product margins and decreased selling, general and administrative expenses. The expense savings resulted from closed stores, renegotiation of terms with vendors and suppliers, and adjustments to our store labor model to better align to guest traffic patterns; and

  

 

4.

Build on our core competencies: We continue to focus on improving our high touch retail service model and customizable product offerings. We are also laying the groundwork to further leverage the strength of the Build-A-Bear brand and generate incremental revenue and profits.

  

 Merchandise Sourcing and Inventory Management

 

    Our retail stores offer an extensive and coordinated selection of merchandise, including over 30 different styles of animals to be stuffed, sounds and scents that can be added to the stuffed animals and a wide variety of clothing, shoes and accessories, as well as other brand appropriate toy and novelty items. We believe we comply with governmental toy safety requirements specific to each country where we have stores.

 

Our stuffed animal skins and clothing are produced from high quality man-made materials or natural fibers such as cotton, and the stuffing is made of a high-grade polyester fiber. We believe all of our products in our stores and online at buildabear.com meet Consumer Product Safety Commission requirements including the Consumer Product Safety Improvement Act (CPSIA) for Children’s Products. We also comply with American Society for Testing and Materials (ASTM), EN71 (European standards) and Canadian specifications for toy safety in all material respects. Our products are tested through independent third-party testing labs for compliance with toy safety standards. Packaging and labels for each product indicate to our guests the age grading for the product and any special warnings in accordance with guidelines established by the Consumer Product Safety Commission. We believe that our supplier factories are compliant with the International Council of Toy Industries (ICTI) CARE certification or with other third party social compliance programs. The CARE (Caring, Awareness, Responsible, Ethical) process is the ICTI program to promote ethical manufacturing in the form of fair labor treatment, as well as employee health and safety in the toy industry supply chain worldwide.   In order to obtain this certification, each factory completed a rigorous evaluation performed by an accredited ICTI agent.  

 

The average time from product conception to the arrival of the products into our stores is approximately twelve months, including approximately 90 to 120 days from the beginning of production to in-store delivery. Through an ongoing analysis of selling trends, we regularly update our product assortment by increasing quantities of productive styles and eliminating less productive items.  Our relationships with our vendors generally are on a purchase order basis and do not provide a contractual obligation to provide adequate supply or acceptable pricing on a long-term basis.

 

 Distribution and Logistics

 

We own our 350,000 square-foot distribution center near Columbus, Ohio which serves the majority of our stores in the United States and Canada.  We also contract with a third-party warehouse in southern California to service our West Coast stores.  The contract has a one year term and is renewable.  In Europe, we contract with a third-party distribution center in Selby, England under an agreement that ends in December 2014.  This agreement contains clauses that allow for termination if certain performance criteria are not met.

 

Transportation from the warehouses to the stores is managed by several third-party logistics providers.  In the United States, Canada and Europe, merchandise is shipped by a variety of distribution methods, depending on the store and seasonal inventory demand.  Key delivery methods are direct trucks through third-party pool points, “LTL’ (less-than truck load) deliveries, and direct parcel deliveries.  Shipments from our third-party distribution centers are scheduled throughout the week in order to smooth workflow and stores that are part of the same shipping route are grouped together to reduce freight costs.  All items in our assortment are eligible for distribution, depending on allocation and fulfillment requirements, and we typically distribute merchandise and supplies to each store once a week on a regular schedule, which allows us to consolidate shipments in order to reduce distribution and shipping costs.  Back-up supplies, such as Cub Condo® carrying cases and stuffing for the animals, are often stored in limited amounts at local pool points.

 

 
3

 

  

Employees

 

As of December 28, 2013, we had approximately 900 full-time and 3,300 part-time employees in the United States, Canada, the United Kingdom and Ireland.  The number of part-time employees at all locations fluctuates depending on our seasonal needs.  None of our employees are represented by a labor union, and we believe our relationship with our employees is good.

 

Competition

 

We view the Build-A-Bear Workshop store experience as a distinctive combination of entertainment and retail with limited direct competition.  Because our signature product is a stuffed animal, we compete with toy retailers, such as Wal-Mart, Toys “R” Us, Target, Kmart and other discount chains.  Since we develop proprietary products, we also compete indirectly with a number of companies that sell stuffed animals in the United States, including, but not limited to, Ty, Fisher Price, Mattel, Ganz, Applause, Boyd’s, Hasbro, Commonwealth, Gund and Vermont Teddy Bear.  Since we sell a product that integrates merchandise and experience, we also view our competition as any company that competes for family time and entertainment dollars, such as movie theaters, amusement parks and arcades, other mall-based entertainment venues and online entertainment.  Being a mall-based retailer, we also compete with other mall-based retailers for prime mall locations, including various apparel, footwear and specialty retailers.

 

We are aware of several small companies that operate “make your own” teddy bear and stuffed animal stores or kiosks in retail locations, but we believe none of those companies offer the breadth and depth of the Build-A-Bear Workshop experience or operate as a national or international retail company.

 

Intellectual Property and Trademarks

  

We believe our copyrights, service marks, trademarks, trade secrets, patents and similar intellectual property are critical to our success, and we intend, directly or indirectly, to maintain and protect these marks and, where applicable, license the intellectual property and the registrations for the intellectual property. Our patents have expirations ranging from 2014 to 2020.

 

We have developed licensing and strategic relationships with some of the leading retail and cultural organizations.  We plan to continue to add partnerships with companies that have strong, family-oriented brands and provide us with attractive marketing and merchandising opportunities.  These relationships for specific products are generally reflected in contractual arrangements for limited terms that are terminable by either party upon specified notice. Specifically, we have key strategic relationships with select companies in which we feature their brands on products sold in our stores, including Disney®, Hasbro, Sanrio®, Star Wars, and major professional and collegiate sports along with other culturally relevant brands. Additionally, we have developed promotional arrangements with select organizations.  Our arrangements with Major League Baseball teams, including the Chicago Cubs®, St. Louis Cardinals and Pittsburg Pirates® have featured stuffed animal giveaways at each club’s ballpark on a day when our brand is highly promoted within the stadium.  In 2013, we partnered with McDonald’s® for the fifth time to feature limited edition, collectible mini Build-A-Bear Workshop animals in Happy Meals®.  We also have had arrangements featuring product sampling, cross promotions and shared media with companies such as Dairy Queen in North America and Betty Crocker’s Fruit Roll-ups.  

 

Availability of Information

 

We make certain filings with the Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and all amendments and exhibits to those reports, available free of charge in the Investor Relations section of our corporate website, http://ir.buildabear.com, as soon as reasonably practicable after they are filed with the SEC. The filings are also available through the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549 or by calling 1-800-SEC-0330. Also, these filings are available on the internet at http://www.sec.gov. Our Annual Reports to shareholders, press releases and investor updates are also available on our website, free of charge, in the Investor Relations section or by writing to the Investor Relations department at World Bearquarters, 1954 Innerbelt Business Center Dr., St. Louis, MO 63114.

  

ITEM 1A.  RISK FACTORS

 

We operate in a changing environment that involves numerous known and unknown risks and uncertainties that could materially affect our operations. The risks, uncertainties and other factors set forth below may cause our actual results, performances or achievements to be materially different from those expressed or implied by our forward-looking statements. If any of these risks or events occur, our business, financial condition or results of operations may be adversely affected.

 

Risks Related to Our Business

 

A decline in general global economic conditions could lead to disproportionately reduced consumer demand for our products, which represent relatively discretionary spending, and have an adverse effect on our liquidity and profitability.

 

 
4

 

  

Since purchases of our merchandise are dependent upon discretionary spending by our guests, our financial performance is sensitive to changes in overall economic conditions that affect consumer spending. Consumer spending habits are affected by, among other things, prevailing economic conditions, levels of employment, salaries and wage rates, consumer confidence and consumer perception of economic conditions. A continued slowdown in the United States, Canadian or European economies or uncertainty as to the economic outlook could reduce discretionary spending or cause a shift in consumer discretionary spending to other products. Any of these factors would likely result in lower net retail sales and could also result in excess inventories, which could, in turn, lead to increased merchandise markdowns and related costs associated with higher levels of inventory and adversely affect our liquidity and profitability. For example, for fiscal 2008 through 2010 and again in 2012, we attributed a portion of our decline in comparable store sales to the slower economy in the United States and Europe.

 

A decrease in the customer traffic generated by the shopping malls in which we are located, which we depend upon to attract guests to our stores, could adversely affect our financial condition and profitability.

 

While we invest heavily in integrated marketing efforts and believe we are more of a destination location than traditional retailers, we rely to a great extent on customer traffic in the malls in which our stores are located. In order to generate guest traffic, we generally attempt to locate our stores in prominent locations within high traffic shopping malls. We rely on the ability of the malls’ anchor tenants, generally large department stores, and on the continuing popularity of malls as shopping destinations. We cannot control the development of new shopping malls, the addition or loss of anchors and co-tenants, the availability or cost of appropriate locations within existing or new shopping malls or the desirability, safety or success of shopping malls. In addition, customer mall traffic may be reduced due to a loss of consumer confidence because of the economy, terrorism or war. If we are unable to generate sufficient guest traffic, our sales and results of operations will be harmed. A significant decrease in shopping mall traffic could have a material adverse effect on our financial condition and profitability. For example, we have experienced flat or declining transactions at comparable locations for the last three years.

 

If we are unable to generate interest in and demand for our interactive retail experience, including being able to identify and respond to consumer preferences in a timely manner, our financial condition and profitability could be adversely affected.

 

We believe that our success depends in large part upon our ability to continue to attract guests with our interactive shopping experience and our ability to anticipate, gauge and respond in a timely manner to changing consumer preferences and fashion trends. We cannot assure you that there will continue to be a demand for our “make-your-own stuffed animal” interactive experience, or for our stuffed animals, animal apparel and accessories. A decline in demand for our interactive shopping experience, our animals, animal apparel or accessories, or a misjudgment of consumer preferences or fashion trends, could have a negative impact on our business, financial condition and results of operations. In addition, if we miscalculate the market for our merchandise or the purchasing preferences of our guests, we may be required to sell a significant amount of our inventory at discounted prices or even below costs, thereby adversely affecting our financial condition and profitability.

 

Our future growth and profitability could be adversely affected if our marketing and online initiatives are not effective in generating sufficient levels of brand awareness and guest traffic or if consumer preferences change significantly.

 

We continue to update and evaluate our marketing initiatives, focusing on brand awareness, new product news, timely promotions and rapidly changing consumer preferences. Our future growth and profitability will depend in large part upon the effectiveness and efficiency of our marketing and advertising programs and future marketing and advertising efforts that we undertake, including our ability to:

 

 

create greater awareness of our brand, interactive shopping experience and products;

 

 

identify the most effective and efficient level of spending in each market;

 

 

determine the appropriate creative message and media mix for marketing expenditures;

 

 

effectively manage marketing costs (including creative and media) in order to maintain acceptable operating margins and return on marketing investment;

 

 

select the right geographic areas in which to market; and

 

 

convert consumer awareness into actual store visits and product purchases.

 

Our planned marketing expenditures may not result in increased total or comparable store sales or generate sufficient levels of product and brand awareness which could have a material adverse effect on our financial condition and profitability.

 

If we are unable to increase our comparable store sales trends, our results of operations and financial condition could be adversely affected.

 

Our consolidated comparable store sales increased by 5.1% in 2013 following a multi-year decline. We believe the principal factors that will affect comparable store results include the following:

 

 

the continuing appeal of our concept;

 

 

the effectiveness of our marketing efforts to attract new and repeat guests;

 

 

consumer confidence and general economic conditions;

 

 

the impact of changes in governmental policies on consumer sentiment and discretionary spending levels;

 

 

the impact of store closures, relocations and openings in existing markets;

  

 
5

 

 

 

the impact of our new store design;

 

 

our ability to anticipate and to respond, in a timely manner, to consumer trends;

 

 

the continued introduction and expansion of our merchandise offerings;

 

 

mall traffic;

 

 

competition for product offerings including in the online space;

 

 

the timing and frequency of national media appearances and other public relations events; and

 

 

weather conditions.

 

As a result of these and other factors, we may not be able to generate or achieve comparable stores sales growth in the future. If we are unable to do so, our results of operations could be significantly harmed and we may be required to record significant impairment charges.

 

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 and damage to our reputation.

 

Information technology is a critically important part of our business operations. We depend on information systems to process transactions, manage inventory, operate our Web sites, purchase, sell and ship goods on a timely basis, and maintain cost-efficient operations. There is a risk that we could experience a business interruption, theft of information, or reputational damage as a result of a cyber-attack, such as an infiltration of a data center, or data leakage of confidential information either internally or at our third-party providers. We may experience operational problems with our information systems as a result of system failures, system implementation issues, viruses, malicious hackers, sabotage, or other causes.

 

Our Web sites, primarily for children, allow social interaction between users. We currently obtain and retain personal information about our Web site users, store shoppers and loyalty program members. In addition, we obtain personal information about our guests as part of their registration in our Find-A-Bear® identification system. Federal, state and foreign governments have enacted or may enact laws or regulations regarding the collection and use of personal information, with particular emphasis on the collection of information regarding minors. Such regulation may also include enforcement and redress provisions.

 

We have a stringent, comprehensive privacy policy covering the information we collect from our guests and have established security features to protect our guest database and Web sites. While we have implemented programs and procedures designed to protect the privacy of people, including children, from whom we collect information, and our Web sites are designed to be fully compliant with the Federal Children’s Online Privacy Protection Act, there can be no assurance that such programs will conform to all applicable laws or regulations. If we fail to fully comply, we may be subjected to liability and damage to our reputation. In addition, because our guest database primarily includes personal information of young children and young children frequently interact with our Web sites, we are potentially vulnerable to charges from parents, children’s organizations, governmental entities, and the media of engaging in inappropriate collection, distribution or other use of data collected from children. Additionally, while we have security features and chat monitoring, our security measures may not protect users’ identities and our online safety measures may be questioned which may result in negative publicity or a decrease in visitors to our site. If site users act inappropriately or seek unauthorized contact with other users of the site, it could harm our reputation and, therefore, our business and we could be subject to liability.

 

Our business involves the storage and transmission of customers’ personal information, such as consumer preferences and credit card information. We invest in industry-standard security technology to protect the Company’s data and business processes against the risk of data security breaches and cyber-attacks. Our data security management program includes identity, trust, vulnerability and threat management business processes, as well as enforcement of standard data protection policies such as Payment Card Industry compliance. We measure our data security effectiveness through industry accepted methods and remediate critical findings. Additionally, we certify our major technology suppliers and any outsourced services through accepted security certification measures. We maintain and routinely test backup systems and disaster recovery, along with external network security penetration testing by an independent third party as part of our business continuity preparedness. Internet privacy is a rapidly changing area and we may be subject to future requirements and legislation that are costly to implement and negatively impact our results.

 

While we believe that our security technology and processes are adequate in preventing security breaches and in reducing cyber security risks, given the ever-increasing abilities of those intent on breaching cyber security measures and given our reliance on the security and other efforts of third-party vendors, the total security effort at any point in time may not be completely effective, and any such security breaches and cyber incidents could adversely affect our business. Failure of our systems, including failures due to cyber-attacks that would prevent the ability of systems to function as intended, could cause transaction errors, loss of customers and sales, and could have negative consequences to us, our employees, and those with whom we do business. Any security breach involving the misappropriation, loss, or other unauthorized disclosure of confidential information by us could also severely damage our reputation, expose us to the risks of litigation and liability, and harm our business. While we carry insurance that would mitigate the losses to an extent, such insurance may be insufficient to compensate us for potentially significant losses.

 

 
6

 

  

Our strategy requires us to operate a significant number of stores in the United States, Canada, the United Kingdom and Ireland, as well as close, relocate and open store locations in these countries. If we are not able to operate these stores or to effectively manage the overall portfolio of our stores, it could adversely affect our ability to grow and could significantly harm our profitability.

 

Our future results will largely depend on our ability to operate our stores successfully in the United States, Canada, the United Kingdom and Ireland and optimize store productivity and profitability by closing select stores, relocating and downsizing other stores and selectively upgrading stores with key features in conjunction with lease renewals. In 2012, we announced a plan to reduce our store count in North America. We closed 37 stores in 2013 in addition to the 10 locations closed in 2012 and 12 locations closed in 2011. We currently expect to close an additional 10 to 15 locations in 2014. Our ability to manage our portfolio of stores in future years in desirable locations and operate stores profitably, particularly in multi-store markets, is a key factor in our ability to achieve sustainable profitable growth. We cannot be certain when or whether desirable locations will become available, the number of Build-A-Bear Workshop stores that we can or will ultimately open, or whether any such new or relocated stores can be profitably operated. We have not always succeeded in identifying desirable locations or in operating our stores successfully in those locations. We may decide to close other stores in the future.

 

In July 2005, we opened a flagship store in New York City. Because this store is much larger than our typical mall-based stores, it requires us to generate revenues at a higher level to justify keeping the store open. Closing this store could have an adverse impact on sales. 

 

Increased demands on our operational, managerial and administrative resources as a result of our store strategy could cause us to operate our business less effectively, which in turn could cause deterioration in our profitability. Additionally, closing multiple stores could have an adverse impact on the Build-A-Bear Workshop brand and consumer perception of our brand.

 

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 growth and profitability could be harmed.

 

We lease all of our store locations. The majority of our store leases contain provisions for base rent plus percentage rent based on sales in excess of an agreed upon minimum annual sales level. A number of our leases include a termination provision which applies if we do not meet certain sales levels during a specified period, typically in the third to fourth year and the sixth to seventh year of the lease, which may be at either the landlord’s options or ours. Furthermore, some of our leases contain various restrictions relating to change of control of our company. Our leases also subject us to risks relating to compliance with changing mall rules and the exercise of discretion by our landlords on various matters within the malls. We may not be able to maintain or obtain favorable locations in desirable malls. The terms of new leases may not be as favorable, increasing store expenses and impacting overall profitability. If we execute termination rights, we may have expenses and charges associated with those closures which could negatively impact our profitability. Additionally, several large landlords dominate the ownership of prime malls, particularly in the United States and Canada, and because of our dependence on these landlords for a substantial number of our locations, any significant erosion in their financial conditions or our relationships with these landlords could negatively affect our ability to obtain and retain store locations. Further landlord consolidation may negatively impact our results of operations.

 

Our leases in the United Kingdom and Ireland also typically contain provisions requiring rent reviews every five years in which the base rent that we pay is adjusted to current market rates. These rent reviews require that base rents cannot be reduced if market conditions have deteriorated but can be changed “upwards only”. We may be required to pay base rents that are significantly higher than we have forecast. For example, past rent reviews have resulted in increases as high as 30% in select locations within the United Kingdom. As a result of these and other factors, we may not be able to operate our European store locations profitably. If we are unable to do so, our results of operations and financial condition could be harmed and we may be required to record significant additional impairment charges.

 

In addition, the lease for our store in the Downtown Disney® District at the Disneyland® Resort in Anaheim, California expired in January 2014. We have not reached agreement on renewal terms and are currently operating on a month to month basis. This lease provides that the landlord may terminate the lease at any time. As a result, we cannot be assured that the landlord will not exercise its right to terminate this lease.

 

We may not be able to operate our foreign company-owned stores in the United Kingdom and Ireland profitably.

 

In our foreign operations, we face business, regulatory and cultural differences from our domestic business, such as economic conditions, changes in foreign government policies and regulations and potential restrictions and costs to convert and repatriate currency, as well as other risks that we may not anticipate. We also face difficulties realizing benefits because we have less brand awareness than in the U.S., face higher labor and rent costs, and have different holiday schedules. Although we have realized benefits from our operations in the United Kingdom and Ireland, we may be unable to continue to do so on a consistent basis. In 2012, we recognized an impairment charge on all of the goodwill associated with our UK acquisition along with the store assets at certain store locations with poor operating results. In 2010, we closed all three of our company-owned stores in France as we were unable to operate them profitably.

 

Our merchandise is manufactured by foreign manufacturers and we transact business in various foreign countries; therefore the availability and costs of our products, as well as our product pricing, may be negatively affected by risks associated with international manufacturing and trade and foreign currency fluctuations.

 

We purchase our merchandise from domestic vendors who contract with manufacturers in foreign countries, primarily in China. Any event causing a disruption of imports, including the imposition of import restrictions or labor strikes or lock-outs, could adversely affect our business. The flow of merchandise from our vendors could also be adversely affected by financial or political instability in any of the countries in which the goods we purchase are manufactured, especially China, if the instability affects the production or export of merchandise from those countries. We are subject to trade restrictions in the form of tariffs or quotas, or both, applicable to the products we sell as well as to raw material imported to manufacture those products. Such tariffs or quotas are subject to change. Our compliance with the regulations is subject to interpretation and review by applicable authorities. Change in regulations or interpretation could negatively impact our operations by increasing the cost of and reducing the supply of products available to us. In addition, decreases in the value of the U.S. dollar against foreign currencies, particularly the Chinese renminbi, could increase the cost of products we purchase from overseas vendors. The pricing of our products in our stores may also be affected by changes in foreign currency rates and require us to make adjustments which would impact our revenue and profit in various markets.

 

 
7

 

  

We may suffer negative publicity or be sued if the manufacturers of our merchandise ship any products that do not meet current safety standards or production requirements or if our products are recalled or cause injuries.

 

Although we require our manufacturers to meet our product specifications and safety standards and submit our products for testing, we cannot control the materials used by our manufacturers. If one of these manufacturers ships merchandise that does not meet our required standards, we could in turn experience negative publicity or be sued.

 

Many of our products are used by small children and infants who may be injured from usage if age grading or warnings are not followed. We may decide or be required to recall products or be subject to claims or lawsuits resulting from injuries. For example, we have voluntarily recalled five products in the past five years due to possible safety issues. While the vendors have historically reimbursed us for certain, related expenses, negative publicity in the event of any recall or if any children are injured from our products could have a material adverse effect on sales of our products and our business, and related recalls or lawsuits with respect to such injuries could have a material adverse effect on our financial position. Additionally, we could incur fines related to consumer product safety issues from the regulatory authorities in the countries in which we operate. Although we currently have liability insurance, we cannot assure you that it would cover product recalls or related fines, and we face the risk that claims or liabilities will exceed our insurance coverage. Furthermore, we may not be able to maintain adequate liability insurance in the future.

 

We may not be able to operate successfully if we lose key personnel, are unable to hire qualified additional personnel, or experience turnover of our management team.

 

The success of our business depends upon the quality of associates throughout our organization. Because guest service is a defining feature of the Build-A-Bear Workshop experience, we must be able to hire and train qualified managers and Bear Builder® associates to succeed. We closed 47 stores in 2012 and 2013 and expect to close an additional ten to fifteen stores in 2014. Having fewer stores may limit promotion opportunities in the future for current associates, which may have a negative impact on our ability to retain quality employees, which may in turn have a negative impact on our results of operations. Additionally, our Founder and Chief Executive Bear retired from the Company in July 2013 six weeks after we hired a new Chief Executive Officer. The success of our business depends on an effective transition. During this transition period, however, organizational changes are likely to occur, and we may not be able to retain key senior managers or associates. The loss of certain key employees, our inability to attract and retain other qualified key employees or a labor shortage that reduces the pool of qualified candidates could have a material adverse effect on our business, financial condition and results of operations.

 

We rely on a few vendors to supply substantially all of our merchandise, and significant price increases or any disruption in their ability to deliver merchandise could harm our ability to source products and supply inventory to our stores.

 

We do not own or operate any manufacturing facilities. For the past three years, we purchased approximately 80% of our merchandise from three vendors. These vendors in turn contract for our orders with multiple manufacturing facilities located primarily in China for the production of merchandise. Our relationships with our vendors generally are on a purchase order basis and do not provide a contractual obligation to provide adequate supply or acceptable pricing on a long-term basis. Our vendors could discontinue sourcing merchandise for us at any time. If any of our significant vendors were to discontinue their relationship with us, or if the factories with which they contract were to suffer a disruption in their production, we may be unable to replace the vendors in a timely manner, which could result in short-term disruption to our inventory flow or quality of the inventory as we transition our orders to new vendors or factories which could, in turn, disrupt our store operations and have an adverse effect on our business, financial condition and results of operations. For example in 2011, one factory used by one of our vendors closed unexpectedly, causing us to quickly switch factories for one product, affecting the quality and flow of the product. Additionally, in the event of a significant price increase from these suppliers, we may not be able to find alternative sources of supply in a timely manner or raise prices to offset the increases, which could have an adverse effect on our business, financial condition and results of operations.

 

If we are not able to franchise new stores outside of the United States, Canada, the United Kingdom and Ireland, if we are unable to effectively manage our international franchises or if the laws relating to our international franchises change, our growth and profitability could be adversely affected and we could be exposed to additional liability.

 

As of December 28, 2013, there were 86 Build-A-Bear Workshop franchised stores located outside of the United States, Canada, the United Kingdom and Ireland. We cannot assure you that our franchisees will be successful in identifying and securing desirable locations or in operating their stores. International markets frequently have different demographic characteristics, competitive conditions, consumer tastes and discretionary spending patterns than our existing North American and European markets, which may cause these stores to be less successful than those in our existing markets. Additionally, our franchisees may experience financing, merchandising and distribution expenses and challenges that are different from those we currently encounter in our existing markets. The operations and results of our franchisees could be negatively impacted by the economic or political factors in the countries in which they operate or foreign currency fluctuations. These challenges, as well as others, could have a material adverse effect on our business, financial condition and results of operations.

 

 
8

 

 

 

The success of our franchising strategy will depend upon our ability to attract and maintain qualified franchisees with sufficient financial resources to develop and grow the franchise operation and upon the ability of those franchisees to successfully develop and operate their franchised stores. Franchisees may not operate stores in a manner consistent with our standards and requirements, may not hire and train qualified managers and other store personnel and may not operate their stores profitably. As a result, our franchising strategy may not be profitable to us. Moreover, our brand image and reputation may suffer. When franchisees perform below expectations we may transfer those agreements to other parties or discontinue the franchise agreement. Furthermore, even if our international franchising strategy is successful, the interests of franchisees might sometimes conflict with our interests. For example, whereas franchisees are concerned with their individual business strategies and objectives, we are responsible for ensuring the success of the Build-A-Bear Workshop brand and all of our stores.

 

The laws of the various foreign countries in which our franchisees operate govern our relationships with our franchisees. These laws, and any new laws that may be enacted, may detrimentally affect the rights and obligations between us and our franchisees and could expose us to additional liability.

 

We may fail to renew, register or otherwise protect our trademarks or other intellectual property and may be sued by third parties for infringement or, misappropriation of their proprietary rights, 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.

 

Other parties have asserted in the past, and may assert in the future, trademark, patent, copyright or other intellectual property rights that are important to our business. We cannot assure you that others will not seek to block the use of or seek monetary damages or other remedies for the prior use of our brand names or other intellectual property or the sale of our products or services as a violation of their trademark, patent or other proprietary rights. Defending any claims, even claims without merit, could be time-consuming, result in costly settlements, litigation or restrictions on our business and damage our reputation.

 

In addition, there may be prior registrations or use of intellectual property in the U.S. or foreign countries for similar or competing marks or other proprietary rights of which we are not aware. In all such countries it may be possible for any third party owner of a national trademark registration or other proprietary right to enjoin or limit our expansion into those countries or to seek damages for our use of such intellectual property in such countries. In the event a claim against us were successful and we could not obtain a license to the relevant intellectual property or redesign or rename our products or operations to avoid infringement, our business, financial condition or results of operations could be harmed. Securing registrations does not fully insulate us against intellectual property claims, as another party may have rights superior to our registration or our registration may be vulnerable to attack on various grounds.

 

We are subject to risks associated with technology and digital operations.

 

Our digital operations are subject to numerous risks, including risks related to the failure of the computer systems that operate our websites and mobile sites and their related support systems, point of sale systems, computer viruses, telecommunications failures, and similar disruptions. Also, we may require additional capital in the future to sustain or grow our digital commerce. Business risks related to digital commerce include risks associated with the need to keep pace with rapid technological change, Internet security risks, risks of system failure or inadequacy, governmental regulation and legal uncertainties with respect to the Internet, and collection of sales or other taxes by additional states or foreign jurisdictions. If any of these risks materializes, it could have a material adverse effect on our business.

 

We may suffer negative publicity or be sued if the manufacturers of our merchandise violate labor laws or engage in practices that our guests believe are unethical.

 

We rely on our sourcing personnel to select manufacturers with legal and ethical labor practices, but we cannot control the business and labor practices of our manufacturers. If one of these manufacturers violates labor laws or other applicable regulations or is accused of violating these laws and regulations, or if such a manufacturer engages in labor or other practices that diverge from those typically acceptable in the United States, we could in turn experience negative publicity or be sued.

 

Our company-owned distribution center which services the majority of our stores in North America and our third-party distribution center providers used in the western United States and Europe may experience disruptions in their ability to support our stores or they may operate inefficiently.

 

The operation of our stores is dependent on our ability to distribute merchandise to locations throughout the United States, Canada and Europe in a timely manner. We have a 350,000-square-foot distribution center in Groveport, Ohio. We rely on this company-owned distribution center to receive, store and distribute merchandise for the majority of our North America stores.  We rely on third parties to manage all of the warehousing and distribution aspects of our business on the West Coast of the United States and in Europe. Any significant interruption in the operation of the distribution centers due to natural disasters and severe weather, as well as events such as fire, accidents, power outages, system failures or other unforeseen causes could damage a significant portion of our inventory. These factors may also impair our ability to adequately stock our stores and could decrease our sales and increase our costs associated with our supply chain.

 

 
9

 

  

Our profitability could be adversely affected by high petroleum products prices.

 

The profitability of our business depends to a certain degree upon the price of petroleum products, both as a component of the transportation costs for delivery of inventory from our vendors to our stores and as a raw material used in the production of our animal skins and stuffing. For example, our results in fiscal 2011were impacted by significant increases in fuel surcharges due to higher petroleum products prices. We are unable to predict what the price of crude oil and the resulting petroleum products will be in the future. We may be unable to pass along to our customers the increased costs that would result from higher petroleum prices. Therefore, any such increase could have an adverse impact on our business and profitability.

 

Our market share may be adversely impacted at any time by a significant number of competitors.

 

We operate in a highly competitive environment characterized by low barriers to entry. We compete against a diverse group of competitors. Because we are primarily mall-based, we see our competition as those mall-based retailers that compete for prime mall locations, including various apparel, footwear and specialty retailers. As a retailer whose signature product is a stuffed animal that is typically purchased as a toy or gift, we also compete with big box retailers and toy stores, as well as manufacturers that sell plush toys. Since we offer our guests an experience as well as merchandise, we also view our competition as any company that competes for our guests’ time and entertainment dollars, such as movie theaters, restaurants, amusement parks and arcades. In addition, there are several small companies that operate “make your own” teddy bear and stuffed animal experiences in retail stores and kiosks. Although we believe that currently none of these companies offers the breadth and depth of the Build-A-Bear Workshop products and experience, we cannot assure you that they will not compete directly with us in the future.

 

Many of our competitors have longer operating histories, significantly greater financial, marketing and other resources, and greater name recognition. We cannot assure you that we will be able to compete successfully with them in the future, particularly in geographic locations that represent new markets for us. If we fail to compete successfully, our market share and results of operations could be materially and adversely affected.

 

We may suffer negative publicity or a decrease in sales or profitability if the non-proprietary toy products we sell in our stores do not meet our quality standards or fail to achieve our sales expectations.

 

We may expand our product assortment to include interactive toy products manufactured by other toy companies. If sales of such products do not meet our expectations or are impacted by competitors’ pricing, we may have to take markdowns or employ other strategies to liquidate the product. If other toy companies do not meet quality standards or violate any manufacturing or labor laws, we suffer negative publicity and not realize our sales plans.

 

Poor global economic conditions could have a material adverse effect on our liquidity and capital resources.

 

Although we believe that our capital structure and credit facilities will provide sufficient liquidity, there can be no assurance that our liquidity will not be affected by changes in the capital markets or that our capital resources will at all times be sufficient or at an acceptable cost to satisfy our liquidity needs. Capital market conditions may affect the renewal or replacement of our credit agreement, which was originally entered into in 2000 and has been extended annually since then and currently expires December 31, 2015.

 

Risks Related to Owning Our Common Stock

 

Fluctuations in our quarterly results of operations could cause the price of our common stock to substantially decline.

 

Retailers generally are subject to fluctuations in quarterly results. Our operating results for one period may not be indicative of results for other periods, and may fluctuate significantly due to a variety of factors, including:

 

 

the profitability of our stores;

 

 

increases or decreases in comparable store sales;

 

 

changes in general economic conditions and consumer spending patterns;

 

 

seasonal shopping patterns, including whether the Easter holiday occurs in the first or second quarter and other school holiday schedules;

 

 

the impact of the 53rd week;

 

 

the effectiveness of our inventory management;

 

 

the timing and frequency of our marketing initiatives;

 

 

changes in consumer preferences;

 

 

the continued introduction and expansion of merchandise offerings;

 

 

actions of competitors or mall anchors and co-tenants;

 

 

weather conditions;

 

 

the timing of store closures, relocations and openings and related expenses; and

 

 

the timing and frequency of national media appearances and other public relations events.

 

If our future quarterly results fluctuate significantly or fail to meet the expectations of the investment community, then the market price of our common stock could decline substantially.

 

 
10

 

  

Fluctuations in our operating results could reduce our cash flow and we may be unable to repurchase shares at all or at the times or in the amounts we desire or the results of the share repurchase program may not be as beneficial as we would like.

 

Our Board of Directors has implemented a $50 million share repurchase program. The program does not require the Company to repurchase any specific number of shares of our common stock, and may be modified, suspended or terminated at any time without prior notice. Shares repurchased under the program will be subsequently retired. If our cash flow decreases as a result of decreased sales, increased expenses or capital expenditures or other uses of cash, we may not be able to repurchase shares of our common stock at all or at times or in the amounts we desire. As a result, the results of the share repurchase program may not be as beneficial as we would like.

 

Our certificate of incorporation and bylaws and Delaware law contain provisions that may prevent or frustrate attempts to replace or remove our current management by our stockholders, even if such replacement or removal may be in our stockholders’ best interests.

 

Our basic corporate documents and Delaware law contain provisions that might enable our management to resist a takeover. These provisions:

 

 

restrict various types of business combinations with significant stockholders;

 

 

provide for a classified board of directors;

 

 

limit the right of stockholders to remove directors or change the size of the board of directors;

 

 

limit the right of stockholders to fill vacancies on the board of directors;

 

 

limit the right of stockholders to act by written consent and to call a special meeting of stockholders or propose other actions;

 

 

require a higher percentage of stockholders than would otherwise be required to amend, alter, change or repeal our bylaws and certain provisions of our certificate of incorporation; and

 

 

authorize the issuance of preferred stock with any voting rights, dividend rights, conversion privileges, redemption rights and liquidation rights and other rights, preferences, privileges, powers, qualifications, limitations or restrictions as may be specified by our board of directors.

 

These provisions may:

 

 

discourage, delay or prevent a change in the control of our company or a change in our management, even if such change may be in the best interests of our stockholders;

 

 

adversely affect the voting power of holders of common stock; and

 

 

limit the price that investors might be willing to pay in the future for shares of our common stock.

  

ITEM 1B.  

UNRESOLVED STAFF COMMENTS

 

Not applicable.

 

ITEM 2.  

PROPERTIES

 

Stores

 

We lease all of our store locations. As of December 28, 2013, we operated 263 retail stores located primarily in major malls throughout the United States, Canada and Puerto Rico, 58 stores located in the United Kingdom and two stores in Ireland in our Retail segment. Our leases in the United Kingdom and Ireland typically have rent reviews every five years in which the base rental rate is adjusted to current market rates if they are higher than the original rent agreed.

 

Non-Store Properties

 

In addition to leasing all of our store locations, we own a warehouse and distribution center, or Bearhouse, in Groveport, Ohio, which is utilized primarily by our Retail segment. The facility is approximately 350,000 square feet and includes our web fulfillment site. We also lease approximately 59,000 square feet for our corporate headquarters, or World Bearquarters, in St. Louis, Missouri which houses our corporate staff, our call center and our on-site training facilities. The lease was amended, effective January 1, 2014 with a five-year term. In the United Kingdom, we lease approximately 2,500 square feet for our regional headquarters in Windsor, England. The lease commenced in August 2003 and can be terminated at any time by either party giving notice of termination six months prior to cancellation.

 

ITEM  3.

LEGAL PROCEEDINGS

 

From time to time we are involved in ordinary routine litigation typical for companies engaged in our line of business. We are involved in several court actions seeking to enforce our intellectual property rights or to determine the validity and scope of the proprietary rights of others. As of the date of this Annual Report on Form 10-K, we are not involved in any pending legal proceedings that we believe would be likely, individually or in the aggregate, to have a material adverse effect on our financial condition or results of operations.

 

 
11

 

  

ITEM  4.

MINE SAFETY DISCLOSURE

 

Not applicable

 

 
12

 

 

PART II

 

ITEM 5.  

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Our common stock is listed on the New York Stock Exchange (NYSE) under the symbol “BBW.” Our common stock commenced trading on the NYSE on October 28, 2004. The following table sets forth the high and low sale prices of our common stock for the periods indicated.

  

   

Fiscal 2013

   

Fiscal 2012

 
   

High

   

Low

   

High

   

Low

 

First Quarter

  $ 5.49     $ 3.70     $ 8.73     $ 5.01  

Second Quarter

  $ 7.10     $ 4.90     $ 5.41     $ 4.03  

Third Quarter

  $ 7.39     $ 6.07     $ 5.24     $ 3.82  

Fourth Quarter

  $ 10.35     $ 6.97     $ 4.31     $ 3.10  

 

As of March 7, 2014, the number of holders of record of the Company’s common stock totaled approximately 2,864.

 

PERFORMANCE GRAPH

 

The following performance graph compares the 60-month cumulative total stockholder return of our common stock, with the cumulative total return on the Russell 2000® Index and an SEC-defined peer group of companies identified as SIC Code 5600-5699 (the “Peer Group”). The Peer Group consists of companies whose primary business is the operation of apparel and accessory retail stores. Build-A-Bear Workshop is not strictly a merchandise retailer and there is a strong interactive, entertainment component to our business which differentiates us from retailers in the Peer Group. However, in the absence of any other readily identifiable peer group, we believe the use of the Peer Group is appropriate.

 

The performance graph starts on January 3, 2009 and ends on December 27, 2013, the last trading day prior to December 28, 2013, the end of our fiscal 2013. The graph assumes that $100 was invested on January 3, 2009 in each of our common stock, the Russell 2000 Index and the Peer Group, and that all dividends were reinvested.

 

These indices are included only for comparative purposes as required by SEC rules and do not necessarily reflect management’s opinion that such indices are an appropriate measure of the relative performance of our common stock. They are not intended to forecast the possible future performance of our common stock.

 

 

 
13

 

 

  

 
14

 

 

 ISSUER PURCHASES OF EQUITY SECURITIES

 

Period

 

(a)

Total Number of Shares (or Units) Purchased (1)

   

(b)

Average Price Paid Per Share (or Unit)

   

(c)

Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (2)

   

(d)

Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (2)

 

Sep. 29, 2013 – Oct. 26, 2013

    -     $ -       -     $ 7,364,562  

Oct. 27, 2013 – Nov. 23, 2013

    27,553     $ 7.85       27,553     $ 7,148,180  

Nov. 24, 2013 – Dec. 28, 2013

    680     $ 8.85       -     $ 7,148,180  

Total

    28,233     $ 7.88       27,553     $ 7,148,180  


(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 transaction occurs.

(2)

On February 24, 2014, we announced the further extension of our $50 million share repurchase program of our outstanding common stock until March 31, 2015. The program was authorized by our board of directors. Purchases may be made in the open market or in privately negotiated transactions, with the level and timing of activity depending on market conditions, applicable regulatory requirements, and other factors. Purchase activity may be increased, decreased or discontinued at any time without notice. Shares purchased under the program are subsequently retired. As of March 7, 2014, we had approximately $6.4 million of availability under the program.

 

Recent Sales of Unregistered Securities

 

There were no sales of unregistered securities during the past three years.

 

Dividend Policy

 

No dividends were paid in 2013, 2012 or 2011. We anticipate that we will retain any future earnings to support operations, to finance the growth and development of our business and to repurchase shares of our common stock from time to time and we do not expect, at this time, to pay cash dividends in the future. Any future determination relating to our dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including future earnings, capital requirements, financial conditions, future prospects and other factors that the board of directors may deem relevant. Additionally, under our credit agreement, we are prohibited from declaring dividends without the prior consent of our lender, subject to certain exceptions, as described in “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources.”

  

 
15

 

 

ITEM 6.

SELECTED FINANCIAL DATA

 

Throughout this Annual Report on Form 10-K, we refer to our fiscal years ended December 28, 2013, December 29, 2012, December 31, 2011, January 1, 2011 and January 2, 2010, as fiscal years 2013, 2012, 2011, 2010 and 2009, respectively. Our fiscal year consists of 52 or 53 weeks, and ends on the Saturday nearest December 31 in each year. Fiscal years 2013, 2012, 2011, 2010 and 2009 included 52 weeks. All of our fiscal quarters presented in this Annual Report on Form 10-K included 13 weeks. When we refer to our fiscal quarters, or any three month period ending as of a specified date, we are referring to the 13-week period prior to that date.

 

The following table sets forth, for the periods and dates indicated, our selected consolidated financial and operating data. The balance sheet data for fiscal 2013 and 2012 and the statement of operations and other financial data for fiscal 2013, 2012 and 2011 are derived from our audited financial statements included elsewhere in this Annual Report on Form 10-K. The balance sheet data for fiscal 2011, 2010 and 2009, and the statement of operations and other financial data for fiscal 2010 and 2009 are derived from our audited consolidated financial statements that are not included in this Annual Report on Form 10-K. You should read our selected consolidated financial and operating data in conjunction with our consolidated financial statements and related notes and with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere in this Annual Report on Form 10-K.

 

   

Fiscal Year

 
   

2013

   

2012

   

2011

   

2010

   

2009

 
   

(Dollars in thousands, except share, per share, per store and per gross square foot data)

 

Statement of operations data:

                                       
Total revenues   $ 379,069     $ 380,941     $ 394,375     $ 401,452     $ 395,906  
Costs and expenses:                                        
Cost of merchandise sold     220,738       230,181       234,227       239,556       247,511  
Selling, general and administrative     160,708       165,516       162,881       164,618       161,782  
Goodwill impairment     -       33,670       -       -       -  
Store closing (1)     -       -       -       -       981  
Losses from investment in affiliate (2)     -       -       -       -       9,615  
Interest expense (income), net     (259 )     3       (81 )     (250 )     (143 )
Total costs and expenses     381,187       429,370       397,027       403,924       419,746  

Loss before income taxes

    (2,118 )     (48,429 )     (2,652 )     (2,472 )     (23,840 )

Income tax expense (benefit)

    (6 )     866       14,410       (2,576 )     (11,367 )

Net income (loss)

  $ (2,112 )   $ (49,295 )   $ (17,062 )   $ 104     $ (12,473 )

Earnings (loss) per common share:

                                       
Basic   $ (0.13 )   $ (3.02 )   $ (0.98 )   $ 0.01     $ (0.66 )
Diluted   $ (0.13 )   $ (3.02 )   $ (0.98 )   $ 0.01     $ (0.66 )
Shares used in computing common per share amounts:                                        
Basic     16,465,138       16,331,672       17,371,315       18,601,465       18,874,352  
Diluted     16,465,138       16,331,672       17,371,315       18,653,012       18,874,352  

  

 
16

 

  

   

Fiscal Year

 
   

2013

   

2012

   

2011

   

2010

   

2009

 
   

(Dollars in thousands, except share, per share, per store and per gross square foot data)

 

Other financial data:

                                       
Retail gross margin ($) (3)   $ 153,477     $ 145,687     $ 154,468     $ 155,128     $ 142,572  
Retail gross margin (%) (3)     41.1 %     38.9 %     39.9 %     40.1 %     36.7 %
Capital expenditures, net (4)   $ 19,362     $ 17,268     $ 12,248     $ 14,649     $ 8,148  
Depreciation and amortization     19,216       21,422       24,232       26,976       28,487  
                                         

Cash flow data:

                                       
Cash flows provided by operating activities   $ 19,058     $ 16,542     $ 17,234     $ 22,021     $ 23,990  
Cash flows used in investing activities   $ (19,362 )   $ (15,096 )   $ (13,318 )   $ (13,766 )   $ (8,898 )
Cash flows provided by (used in) financing activities   $ 132     $ (2,902 )   $ (15,811 )   $ (7,216 )   $ -  
                                         

Store data (5):

                                       
Number of stores at end of period                                        
North America - Traditional     252       283       287       290       291  
North America - Non-traditional     11       8       11       15       5  
Total North America     263       291       298       305       296  
Europe - Traditional     58       58       56       52       53  
Europe - Non-traditional     2       2       2       2       1  
Total Europe     60       60       58       54       54  
Total stores     323       351       356       359       350  
Square footage at end of period (6)                                        
North America - Traditional     716,098       805,770       829,449       841,600       846,373  
North America - Non-traditional     19,507       12,610       18,956       32,950       4,533  
Total North America     735,605       818,380       848,405       874,550       850,906  
Europe - Traditional     84,933       84,405       81,705       75,588       76,163  
Europe - Non-traditional     1,926       1,926       2,206       2,206       1,281  
Total Europe     86,859       86,331       83,911       77,794       77,444  
Total square footage     822,464       904,711       932,316       952,344       928,350  
Average net retail sales per store - North America (7) (11)   $ 1,080     $ 1,003     $ 1,021     $ 1,030     $ 1,044  
Net retail sales per gross square foot - North America (8) (11)   $ 381     $ 350     $ 354     $ 356     $ 358  
Net retail sales per selling square foot - Europe (9) (11)  

£ 

525    

£ 

511    

£ 

562    

£ 

551    

£ 

592  
Consolidated comparable store sales change (%) (10) (11)     5.1 %     (3.3 )%     (2.1 )%     (2.0 )%     (13.4 )%
                                         

Balance sheet data:

                                       
Cash and cash equivalents   $ 44,665     $ 45,171     $ 46,367     $ 58,755     $ 60,399  
Working capital     31,925       30,503       37,610       51,671       53,865  
Total assets     194,642       192,102       241,571       275,794       284,273  
Total stockholders' equity     84,390       83,137       129,243       157,713       164,780  

 

(1)

Store closing represents expenses related to the closure of the friends 2B made concept.

(2)

In 2012, $475 in losses from investment in affiliate is included in selling, general and administrative expenses.

(3)

Retail gross margin represents net retail sales less cost of retail merchandise sold, which excludes cost of wholesale merchandise sold. Retail gross margin percentage represents retail gross margin divided by net retail sales.

 

 
17

 

   

(4)

Capital expenditures consist of leasehold improvements, furniture and fixtures, land, buildings, computer equipment and software purchases, as well as trademarks, intellectual property and deferred leasing fees.

(5)

Excludes our web stores. North American stores are located in the United States, Canada and Puerto Rico. In Europe, stores are located in the United Kingdom, Ireland and, prior to 2011, France.

(6)

Square footage for stores located in Europe is estimated selling square footage.

(7)

Average net retail sales per store represents net retail sales only from stores open throughout the entire period in North America divided by the total number of such stores.

(8)

Net retail sales per gross square foot in North America represents net retail sales from stores open throughout the entire period in North America divided by the total gross square footage of such stores.

(9)

Net retail sales per selling square foot in Europe represents net retail sales from stores open throughout the entire period in Europe divided by the total selling square footage of such stores.

(10)

Comparable store sales percentage changes are based on net retail sales. Stores are considered comparable beginning in their thirteenth full month of operation.

(11)

Excludes our web store and temporary and seasonal locations

 

ITEM 7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties. Our actual results may differ materially from the results discussed in the forward-looking statements. Factors that might cause such a difference include, but are not limited to, those discussed in “Risk Factors” and elsewhere in this Annual Report on Form 10-K. The following section is qualified in its entirety by the more detailed information, including our financial statements and the notes thereto, which appears elsewhere in this Annual Report on Form 10-K.

 

Overview

 

We are the only global company that offers an interactive “make your own stuffed animal” retail entertainment experience under the Build-A-Bear Workshop brand, in which our guests stuff, fluff, dress, accessorize and name their own teddy bears and other stuffed animals. As of December 28, 2013, we operated 323 Company-owned stores and had 86 franchised stores operating in international locations under the Build-A-Bear Workshop brand. In addition to our stores, we sell our products on our e-commerce Web site, buildabear.com.

 

We operate in three segments that share the same infrastructure, including management, systems, merchandising and marketing, and generate revenues as follows:

 

 

Retail - Company-owned retail stores located in the United States, Canada, Puerto Rico, the United Kingdom and Ireland, and a web store;

 

 

International Franchising – Other international stores operated under franchise agreements; and

 

 

Commercial - Transactions with other business partners, mainly comprised of wholesale product sales and licensing our intellectual property, including entertainment properties, for third-party use.

 

Selected financial data attributable to each segment for fiscal 2013, 2012 and 2011, are set forth in Note 16 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

 

For a discussion of the key trends and uncertainties that have affected our revenues, income and liquidity, see the “— Revenues,” “— Costs and Expenses” and “— Stores” subsections of this Overview, along with the "Risk Factors" and "Results of Operations."

 

We believe that we have an appealing retail store concept that, for North American stores open for the entire year, averaged $1.1 million in fiscal 2013, and $1.0 million in fiscal 2012 and 2011in net retail sales per store. Consolidated store contribution consists of store location net retail sales less cost of product, marketing and store related expenses. Store depreciation, amortization and impairment and non-store general and administrative expenses are excluded as are our web store and temporary and seasonal locations. See “— Non-GAAP Financial Measures” for a reconciliation of store contribution to net loss. Store contribution as a percent of store location net retail sales was 15.8% for fiscal 2013, 12.7% for fiscal 2012 and 14.7% for fiscal 2011. Total company net loss as a percentage of total revenues was 0.6% for fiscal 2013, 12.9% for fiscal 2012 and 4.3% for fiscal 2011.

 

Our 2013 performance demonstrated progress on our turnaround plan and our objective to achieve sustainable, long-term profitable growth as we hired a new chief executive, executed a significant real estate strategy and implemented stringent cost controls throughout the organization. In 2012, our results were negatively impacted by the declining sales in the UK. In North America, the 2012 results reflected the early results of turnaround efforts, increased costs for marketing, newly imagined store design remodels and openings and store closings. In 2011, our results reflected stabilizing economic trends and modest mall traffic increases but continuing low levels of consumer confidence. In 2011, our store contribution percentage was essentially flat with 2010, as declining sales were offset by lower store expenses, specifically payroll and supplies.

 

 
18

 

  

Our 2014 plan builds on the progress we made in 2013 in implementing our key strategies. We plan to continue to improve store productivity and profitability through our real estate optimization efforts, reposition our marketing programs to refine the consumer value equation and build on core competencies to lay the groundwork to further leverage the strength of our Build-A-Bear brand. Additionally we intend to work aggressively on expense rationalization as we continue to align our cost structure with our smaller store base and value engineer our products, along with an end to end review of our supply chain.

 

In 2013, we reduced cost of sales and selling, general and administrative expenses by $14 million, including one-time charges. These savings resulted from our real estate optimization strategies, aligning overhead costs with a smaller store base and continued aggressive expense rationalization. This comes after savings of $25 million in 2009, $3 million in 2011 and $7.5 million in 2012. We ended fiscal 2013 with no borrowings under our bank loan agreement and with $45 million in cash and cash equivalents after investing $19 million in capital projects.

 

Following is a description and discussion of the major components of our statement of operations:

 

Revenues

 

Net retail sales: Net retail sales are revenues from retail sales (including our web store and other non-store locations), are net of discounts, exclude sales tax, include shipping and handling costs billed to customers, and are recognized at the time of sale. Revenues from gift cards are recognized at the time of redemption. Our guests use cash, checks, gift cards and third party credit cards to make purchases. We classify stores as new, non-comparable and comparable stores. Stores enter the comparable store calculation in their thirteenth full month of operation. Our web store and temporary and seasonal locations are not included in our comparable store calculations. Non-comparable stores also result from a store relocation or remodel that results in a significant change in square footage. The net retail sales for that location are excluded from comparable store sales calculations until the thirteenth full month of operation after the date of the change.

 

We have a loyalty program with a frequent shopper reward feature, the Stuff Fur Stuff® club. Members of the program receive one point for every dollar spent and receive awards after reaching certain point thresholds. On a quarterly basis, an estimate of the obligation related to the program, based on actual points, awards outstanding and historical point conversion and award redemption patterns, is recorded as an adjustment to the deferred revenue liability and net retail sales. As the awards can be earned or redeemed at any of our store locations, we account for changes in the deferred revenue account at the total company level only. Therefore, when we refer to net retail sales by location, such as comparable stores or new stores, these amounts do not include any changes in deferred revenue. See “-Critical Accounting Estimates” for additional details on the accounting for the deferred revenue related to our customer loyalty program.

  

 
19

 

 

We use net retail sales per square foot and comparable store sales as performance measures for our business. The following table details net retail sales per square foot for the periods presented:

  

   

Fiscal

   

Fiscal

   

Fiscal

 
   

2013

   

2012

   

2011

 

Net retail sales per gross square foot - North America (1) (2)

  $ 381     $ 350     $ 354  

Net retail sales per selling square foot - Europe (2) (3)

 

£ 

525    

£ 

511    

£ 

562  

 


(1)

Net retail sales per gross square foot in North America represents net retail sales from stores open throughout the entire period in North America divided by the total gross square footage of such stores.

(2)

Excludes our web store and temporary and seasonal locations.

(3)

Net retail sales per selling square foot in Europe represents net retail sales from stores open throughout the entire period in Europe divided by the total selling square footage of such stores.

  

The percentage increase (or decrease) in comparable store sales for the periods presented below is as follows:

  

   

Fiscal

   

Fiscal

   

Fiscal

 
   

2013

   

2012

   

2011

 

Comparable store sales change - North America (%) (1) (2)

    5.7 %     (2.0 )%     (2.5 )%
                         

Comparable store sales change - Europe (%) (1) (2)

    2.9 %     (8.4 )%     (0.2 )%
                         

Comparable store sales change - Consolidated (%) (1) (2)

    5.1 %     (3.3 )%     (2.1 )%

 


(1)

Comparable store sales percentage changes are based on net retail sales and stores are considered comparable beginning in their thirteenth full month of operation.

(2)

Excludes our web store and temporary and seasonal locations.

 

Fiscal 2013 consolidated comparable store sales for the full year are compared to the 52 week period ended December 29, 2012. We attribute the increase in comparable store sales for the periods presented primarily to the impact of our brand marketing and product strategies which have improved results in our overall store base and our real estate optimization strategies which have driven sales in selective markets impacted by store closures and remodels.

 

 

The growth in our base business accounted for approximately 70% of the overall comparable store sales increases in 2013 which we believe were driven by:

 

 

A 30% reduction in discounts in North America which contributed to higher transaction value in 2013; and

 

 

Our brand building marketing initiatives, including national television advertising in the United States, along with a balance of proprietary and licensed product, which we believe increased traffic to our stores and contributed to an increase in transactions.

 

 

We believe that our real estate optimization strategies drove the remaining 30% of the overall comparable store sales increase in 2013. The real estate optimization plans include selective store closures, primarily in North American multi-store markets, as well as updates and remodels of select other stores. These actions drove a 9% increase in sales per square foot in North America, reversing a multi-year decline.

  

 
20

 

 

Fiscal 2012 consolidated comparable store sales for the full year are compared to the 52 week period ended December 31, 2011 We believe the primary drivers of the overall decline in consolidated comparable store sales for the full year were as follows:

 

  

In the first half of 2012, we had benefit from higher redemption rates and transaction value of our holiday gift cards and from a promotion in the United States with McDonald’s Happy Meals® that drove awareness of our brand and brought traffic to our stores resulting in slightly positive comparable store sales in North American through the first twenty-six weeks.  

     

  

In the fiscal 2012 third quarter, we experienced a decline in the number of transactions compared to the 2011 third quarter which benefitted from a strong product offering that was tied to a major theatrical release supported by studio marketing and advertising.

     

    

In the fiscal 2012 fourth quarter, we believe our new brand building marketing campaign in the United States along with a return to traditional holiday product offerings resulted in an increase in North American comparable store sales.

 
       

  

In the United Kingdom, we believe the negative economic conditions contributed to a continued decline in consumer sentiment and a corresponding decline in spending that negatively impacted our comparable store sales throughout the year.

 

Franchise fees: We receive an initial, one-time franchise fee for each master franchise agreement which is amortized to revenue over the initial term of the respective franchise agreements, which extend for periods up to 25 years and include a renewal option if certain conditions are met. Master franchise rights are typically granted to a franchisee for an entire country or countries. Continuing franchise fees are based on a percentage of sales made by the franchisees’ stores and are recognized as revenue at the time of those sales.  

 

Commercial revenue: Commercial revenue includes the company’s transactions with other businesses, mainly through wholesale and licensing transactions. Revenue from wholesale product sales includes revenue from merchandise sold at stores operated by third parties under licensing agreements like Landry’s restaurants. Revenue from licensing activities is generally based on a percentage of sales made by licensees to third parties and is recognized at the time the product is shipped by the licensee or at the point of sale. We have entered into a number of licensing arrangements whereby third parties manufacture merchandise carrying the Build-A-Bear Workshop trademark and sell it to other retailers.

 

Costs and Expenses

 

Cost of merchandise sold and retail gross margin: Cost of merchandise sold includes the cost of the merchandise, including royalties paid to licensors of third party branded merchandise; store occupancy cost, including store depreciation and store asset impairment charges; cost of warehousing and distribution; packaging; stuffing; damages and shortages; and shipping and handling costs incurred in shipment to customers. Retail gross margin is defined as net retail sales less the cost of retail merchandise sold, which excludes cost of wholesale merchandise sold.

 

Selling, general and administrative expense: These expenses include store payroll and benefits, advertising, credit card fees, store supplies and preopening expenses as well as central office general and administrative expenses, including costs for management payroll, benefits, stock-based compensation, normal store closings, travel, information systems, accounting, insurance, legal and public relations. These expenses also include depreciation and amortization of central office leasehold improvements, furniture, fixtures and equipment as well as the amortization of intellectual property costs.

 

In 2009, we achieved $22 million in savings in selling, general and administrative expenses including marketing, central office payroll and outside services. We were able to maintain these savings in 2010 and 2011. In 2012, we saved an additional $4 million in selling, general and administrative expenses that were used to support sales driving marketing initiatives. In 2013, we continued to reduce expenses as we reduced selling, general and administrative expenses in both dollars and as a percent of revenue. Other store expenses such as credit card fees and supplies historically have increased or decreased proportionately with net retail sales.

 

 
21

 

  

Stores

 

Company-owned stores:

 

The number of Build-A-Bear Workshop stores in the United States, Canada, Puerto Rico, the United Kingdom and Ireland for the last two fiscal years along with the projections for fiscal 2014 can be summarized as follows:

  

   

Fifty-three Weeks Ended January 3, 2015 - Projected

 
   

December 28,

                   

January 3,

 
   

2013

   

Opened

   

Closed

   

2015

 

North America

                               

Traditional

    252       1       (12 )     241  

Non-traditional

    11       3       (1 )     13  
      263       4       (13 )     254  
                                 

Europe

                               

Traditional

    58       -       -       58  

Non-traditional

    2       -       -       2  
      60       -       -       60  

Total

    323       4       (13 )     314  

 

   

Fifty-two Weeks Ended December 28, 2013

 
   

December 29,

                   

December 28,

 
   

2012

   

Opened

   

Closed

   

2013

 

North America

                               

Traditional

    283       3       (34 )     252  

Non-traditional

    8       5       (2 )     11  
      291       8       (36 )     263  
                                 

Europe

                               

Traditional

    58       1       (1 )     58  

Non-traditional

    2       -       -       2  
      60       1       (1 )     60  

Total

    351       9       (37 )     323  

 

   

Fifty-two Weeks Ended December 29, 2012

 
   

December 31,

                   

December 29,

 
   

2011

   

Opened

   

Closed

   

2012

 

North America

                               

Traditional

    287       2       (6 )     283  

Non-traditional

    11       1       (4 )     8  
      298       3       (10 )     291  
                                 

Europe

                               

Traditional

    56       2       -       58  

Non-traditional

    2       -       -       2  
      58       2       -       60  

Total

    356       5       (10 )     351  

 

Our long term store real estate goal is to improve our stores’ sales productivity and profitability. We currently intend to close approximately 10 to 15 locations in 2014, primarily in North America. We also intend to strategically refresh and upgrade stores with select features from the new store design, while driving down the cost of capital required for these improvements. We also expect to open new locations selectively as opportunities arise.

 

 
22

 

  

Non-traditional Store Locations:

 

As of December 28, 2013, we had one location each in a ballpark, a zoo, a science center and an airport. Additionally, we had three locations located within other retailers’ stores. We also operate temporary stores, which generally have lease terms of six to eighteen months and are excluded from our traditional store count. These locations are intended to capitalize on short-term opportunities in specific locations. As of December 28, 2013, we operated seven temporary stores.

 

International Franchise Locations:

 

Our first franchisee location was opened in November 2003. All franchised stores have similar signage, store layout and merchandise characteristics to our company-owned stores. The number of international, franchised stores opened and closed for the periods presented below are summarized as follows:

  

   

Fiscal year

 
   

2013

   

2012

   

2011

 
                         

Beginning of period

    91       79       63  

Opened

    10       17       19  

Closed

    (15 )     (5 )     (3 )

End of period

    86       91       79  

  

As of December 28, 2013, we had 12 master franchise agreements, which typically grant franchise rights for a particular country or group of countries, covering an aggregate of 16 countries. The distribution of stores among these countries is as follows:

  

Germany

    24  

Australia

    17  

Mexico

    11  

Denmark

    7  

Gulf States (1)

    6  

Thailand

    6  

Japan

    5  

South Africa

    5  

Singapore

    2  

Sweden

    2  

Norway

    1  

Total

    86  

 

 

(1)

Gulf States agreement includes Kuwait, Bahrain, Qatar, Oman and the United Arab Emirates

 

In the ordinary course of business, we anticipate signing additional master franchise agreements in the future and terminating other such agreements. We believe there is a market potential for approximately 300 international stores outside of the United States, Canada, the United Kingdom and Ireland, which we expect to be operated primarily by new and existing franchisees.

 

 
23

 

  

Results of Operations

 

2013 Overview

 

Our 2013 performance demonstrated progress on our turnaround plan and our objective to achieve sustainable, profitable growth as we hired a new chief executive, executed a significant real estate strategy and implemented stringent cost controls throughout the organization. Our accomplishments included:

 

 

Consolidated comparable store sales increased by 5.1%, led by a 5.7% increase in North America;

 

 

Improved North American store productivity to $381 per square foot, a 9% increase, reversing a multi-year decline; and

 

 

We expanded retail gross margin and reduced selling, general and administrative expenses both in dollars and as a percent of revenue.

 

In fiscal 2014, we expect to continue to build on these successes, reposition our marketing programs, including our loyalty program, and begin to lay the groundwork to further leverage the strength of our Build-A-Bear brand.

  

The following table sets forth, for the periods indicated, selected statement of operations data expressed as a percentage of total revenues, except where otherwise indicated. Percentages will not total due to cost of merchandise sold being expressed as a percentage of net retail sales and commercial revenue and immaterial rounding:

 

   

Fiscal 2013

   

Fiscal 2012

   

Fiscal 2011

 
                         

Revenues:

                       
Net retail sales     98.4 %     98.3 %     98.1 %
Franchise fees     0.9       0.9       0.9  
Commercial revenues     0.6       0.7       1.0  

Total revenues

    100.0       100.0       100.0  
                         

Costs and expenses:

                       
Cost of merchandise sold (1)     58.8       61.0       59.9  
Selling, general, and administrative     42.4       43.4       41.3  
Goodwill impairment     -       8.8       -  
Interest expense (income), net     (0.1 )     0.0       (0.0 )

Total costs and expenses

    100.6       112.7       100.7  
                         

Loss before income taxes

    (0.6 )     (12.7 )     (0.7 )

Income tax expense (benefit)

    (0.0     0.2       3.7  

Net loss

    (0.6 )     (12.9 )     (4.3 )
                         

Retail gross margin (%) (2)

    41.1 %     38.9 %     39.9 %

 

(1)

Cost of merchandise sold is expressed as a percentage of net retail sales and commercial revenue.

 

(2)

Retail gross margin represents net retail sales less cost of retail merchandise sold, which excludes cost of wholesale merchandise sold. Retail gross margin was $153.5 million, $145.7 million and $154.5 million in 2013, 2012 and 2011, respectively. Retail gross margin percentage represents retail gross margin divided by net retail sales.

   

 
24

 

 

Fiscal Year Ended December 28, 2013 (52 weeks) Compared to Fiscal Year Ended December 29, 2012 (52 weeks)

 

Total revenues. Net retail sales were $373.2 million for fiscal 2013, compared to $374.6 million for fiscal 2012, a decrease of $1.4 million. The components of this decrease are as follows:

  

   

Fiscal 2013

 
   

(dollars in millions)

 

Impact of store closures

  $ (21.7 )

Increase in comparable store sales

    16.3  

Increase in non-comparable stores, primarily remodels and relocations

    4.3  

Increase from new stores

    1.3  

Change in deferred revenue estimate

    (0.7 )

Increase from non-traditional locations, including web sales

    0.2  

Impact of foreign currency translation

    (1.1 )
    $ (1.4 )

 

Revenue from international franchise fees were $3.6 million for fiscal 2013 and fiscal 2012. Commercial revenue was $2.3 million in fiscal 2013 compared to $2.8 million in fiscal 2012, a decrease of $0.5 million. This decrease was primarily due to an overall decrease in licensing activity in 2013.

 

Gross margin. Total gross margin, calculated as net retail sales and commercial revenues less cost of merchandise sold, was $154.8 million for fiscal 2013 compared to $147.2 million for fiscal 2012, an increase of $7.6 million, or 5.2%. Retail gross margin increased to $153.5 million in fiscal 2013 compared to $145.7 million in fiscal 2012, an increase of $7.8 million, or 5.4%. As a percentage of net retail sales, retail gross margin increased to 41.1% for fiscal 2013 from 38.9% for fiscal 2012, an increase of 220 basis points as a percentage of net retail sales (bps). This improvement in margin was primarily attributable to 160 basis points in improved leverage on fixed occupancy costs and a 60 basis point improvement in merchandise margin driven primarily by an increase in average transaction value.

 

Selling, general and administrative. Selling, general and administrative expenses were $160.7 million for fiscal 2013 as compared to $165.5 million for fiscal 2012, a decrease of $4.8 million, or 2.9%. As a percentage of total revenues, selling, general and administrative expenses were 42.4% for fiscal 2013, compared to 43.4% in fiscal 2012. Fiscal 2013 included $5.3 million in management transition, store closing and asset impairment expenses, compared to $2.7 million in store closing and asset impairment expenses in fiscal 2012. Excluding these costs in both periods, selling, general and administrative expenses improved 170 basis points to 41.0% of total revenues in fiscal 2013. This improvement was driven by reduced store payroll, other store expenses and corporate overhead, partially offset by increases in corporate payroll primarily related to bonus.

 

Interest expense (income), net. Interest income, net of interest expense, was $0.3 million for fiscal 2013 compared to $3,000 of expense for fiscal 2012.

 

Provision for income taxes. Income tax benefit $6,000 in fiscal 2013 compared to expense of $0.9 million in fiscal 2012. The effective rate was 0.3% in 2013 and (1.8)% in 2012. The fluctuation in the effective rate was primarily attributable to benefits resulting from the favorable resolution of tax matters, the expiration of statutes in various jurisdictions, and favorable adjustments from the filing of amended tax returns

 

Fiscal Year Ended December 29, 2012 (52 weeks) Compared to Fiscal Year Ended December 31, 2011 (52 weeks)

 

Total revenues. Net retail sales were $374.6 million for fiscal 2012, compared to $387.0 million for fiscal 2011, a decrease of $12.5 million. The components of this decrease are as follows:

 

   

Fiscal 2012

 
   

(dollars in millions)

 

Impact of store closures

  $ (4.8 )

Decrease in comparable store sales

    (11.6 )

Increase in non-comparable stores, primarily remodels and relocations

    7.1  

Increase from new stores

    5.0  

Change in deferred revenue estimate

    (1.0 )

Decrease from non-traditional locations, including web sales

    (6.3 )

Impact of foreign currency translation

    (0.9 )
    $ (12.5 )

  

 
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Revenue from international franchise fees increased to $3.6 million for fiscal 2012 from $3.4 million for fiscal 2011, an increase of $0.2 million. This increase was primarily due to the increase in the number of franchise locations from 79 at the end of fiscal 2011 to 91 at the end of fiscal 2012. Commercial revenue was $2.8 million in fiscal 2012 compared to $3.9 million in fiscal 2011, a decrease of $1.2 million. This decrease was primarily due to an overall decrease in licensing activity in 2012.

 

Gross margin. Total gross margin, calculated as net retail sales and commercial revenues less cost of merchandise sold, was $147.2 million for fiscal 2012 compared to $156.8 million for fiscal 2011, a decrease of $9.6 million, or 6.1%. Retail gross margin was $145.7 million in fiscal 2012 compared to $154.5 million in fiscal 2011, a decrease of $8.8 million, or 5.7%. As a percentage of net retail sales, retail gross margin decreased to 38.9% for fiscal 2012 from 39.9% for fiscal 2011, a decrease of 100 bps. This decline in margin was primarily attributable to decreased leverage on fixed occupancy costs, including store asset impairment charges and decreased merchandise margin, partially offset by cost savings in distribution and packaging costs.

 

Selling, general and administrative. Selling, general and administrative expenses were $165.5 million for fiscal 2012 as compared to $162.9 million for fiscal 2011, an increase of $2.6 million, or 1.6%. As a percentage of total revenues, selling, general and administrative expenses were 43.4% for fiscal 2012, compared to 41.3% in fiscal 2011. The dollar increase was primarily attributable to $3 million in asset impairment charges and investment in marketing and store-related costs as part of our long-term initiatives. Excluding the impairment charges, selling general and administrative expenses were 42.6% of total revenues.

 

Goodwill impairment. In 2012, the goodwill associated with the UK business was fully impaired, resulting in a $33.7 million non-cash charge.

 

Interest expense (income), net. Interest expense, net of interest income, was $3,000 for fiscal 2012 as compared to $0.1 million of income for fiscal 2011.

 

Provision for income taxes. Income tax expense was $0.9 million in fiscal 2012, compared to $14.4 million for fiscal 2011. The effective rate was (1.8)% in 2012 and (543.4)% in 2011. The fluctuation in the effective rate was primarily attributable to the recording of a valuation allowance in 2011 on the US deferred tax assets.

  

Non-GAAP Financial Measures

 

We use the term “store contribution” throughout this Annual Report on Form 10-K. Store contribution consists of income before income tax expense, interest, store depreciation, amortization and impairment, goodwill impairment, general and administrative expense, excluding franchise fees, income from licensing activities and contribution from our web store and temporary and seasonal locations. This term, as we define it, may not be comparable to similarly titled measures used by other companies and is not a measure of performance presented in accordance with U.S. generally accepted accounting principles (GAAP).

 

We use store contribution as a measure of our stores’ operating performance. Store contribution should not be considered a substitute for net income, net income per store, cash flows provided by operating activities, cash flows provided by operating activities per store, or other income or cash flow data prepared in accordance with U.S. GAAP.

 

We believe store contribution is useful to investors in evaluating our operating performance because it, along with the number of stores in operation, directly impacts our profitability.

 

 
26

 

 

The following table sets forth a reconciliation of store contribution to net (loss) income for our company-owned stores located in the United States, Canada and Puerto Rico (North America), stores located in the United Kingdom and Ireland (Europe) and for our consolidated store base (dollars in thousands):

  

   

Fiscal 2013

   

Fiscal 2012

 
   

North

                   

North

                 
   

America

   

Europe

   

Total

   

America

   

Europe

   

Total

 

Net loss

  $ (1,953 )   $ (159 )   $ (2,112 )   $ (13,955 )   $ (35,340 )   $ (49,295 )

Income tax expense (benefit)

    241       (247 )     (6 )     (85 )     951       866  

Interest expense (income)

    (172 )     (87 )     (259 )     63       (60 )     3  

Store depreciation, amortization and impairment (1)

    11,319       2,114       13,433       13,436       3,597       17,033  

Goodwill impairment (2)

    -       -       -       -       33,670       33,670  

General and administrative expense (3)

    49,133       6,275       55,408       44,154       4,751       48,905  

Franchising and commercial contribution (4)

    (3,110 )     -       (3,110 )     (966 )     -       (966 )

Non-store activity contribution (5)

    (6,719 )     (953 )     (7,672 )     (4,001 )     (1,094 )     (5,095 )

Store contribution

  $ 48,739     $ 6,943     $ 55,682     $ 38,646     $ 6,475     $ 45,121  
                                                 

Total revenues from external customers

  $ 304,956     $ 74,113     $ 379,069     $ 309,141     $ 71,800     $ 380,941  

Franchising and commercial revenues from external customers

    (5,896 )     -       (5,896 )     (6,388 )     -       (6,388 )

Revenues from non-store activities (5)

    (16,361 )     (3,468 )     (19,829 )     (16,848 )     (3,576 )     (20,424 )

Store location net retail sales

  $ 282,699     $ 70,645     $ 353,344     $ 285,905     $ 68,224     $ 354,129  
Store contribution as a percentage of store location net retail sales     17.2 %     9.8 %     15.8 %     13.5 %     9.5 %     12.7 %
Total net loss as a percentage of total revenues     (0.6 )%     (0.2 )%     (0.6 )%     (4.5 )%     (49.2 )%     (12.9 )%

  

   

Fiscal 2011

 
   

North

                 
   

America

   

Europe

   

Total

 

Net income (loss)

  $ (19,232 )   $ 2,170     $ (17,062 )

Income tax expense (benefit)

    13,607       803       14,410  

Interest expense (income)

    56       (137 )     (81 )

Store depreciation, amortization and impairment (1)

    15,233       2,514       17,747  

Goodwill impairment (2)

    -       -       -  

General and administrative expense (3)

    43,867       5,043       48,910  

Franchising and commercial contribution (4)

    (4,142 )     -       (4,142 )

Non-store activity contribution (5)

    (4,708 )     (1,109 )     (5,817 )

Store contribution

  $ 44,681     $ 9,284     $ 53,965  
                         

Total revenues from external customers

  $ 319,810     $ 74,565     $ 394,375  

Franchising and commercial revenues from external customers

    (7,334 )     -       (7,334 )

Revenues from non-store activities (5)

    (16,765 )     (3,313 )     (20,078 )

Store location net retail sales

  $ 295,711     $ 71,252     $ 366,963  
Store contribution as a percentage of store location net retail sales     15.1 %     13.0 %     14.7 %
Total net income (loss) as a percentage of total revenues     (6.0 )%     2.9 %     (4.3 )%

  


(1)

Store depreciation, amortization and impairment includes depreciation and amortization of all capitalized assets in store locations, including leasehold improvements, furniture and fixtures, and computer hardware and software and store asset impairment charges.

(2)

Goodwill impairment represents the write-off of the goodwill associated with the UK reporting unit.

(3)

General and administrative expenses consist of non-store, central office general and administrative functions such as management payroll and related benefits, travel, information systems, accounting, purchasing and legal costs as well as the depreciation and amortization of central office leasehold improvements, furniture and fixtures, computer hardware and software, including intellectual property, store closing and pre-opening expenses, and intercompany charges. General and administrative expenses also include a central office marketing department, primarily payroll and related benefits expense, but exclude advertising expenses, such as television advertising, virtual world costs and direct mail catalogs, which are included in store contribution.

(4)

Franchising and commercial contribution includes franchising and commercial revenues and all expenses attributable to the international franchising and commercial segments, including asset impairments but excluding depreciation, amortization and interest expense/income. Depreciation and amortization related to franchising and licensing is included in the general and administrative expense caption. Interest expense/income related to franchising and commercial activities is included in the interest expense (income) caption.

(5)

Non-store activities include our web stores and temporary and seasonal locations. Non-store activity contribution also includes intercompany revenues.

 

 
27

 

  

Seasonality and Quarterly Results

 

The following is a summary of certain unaudited quarterly results of operations data for each of the last two fiscal years.  

  

   

Fiscal 2013

   

Fiscal 2012

 
(Dollars in millions, except per  

First

   

Second

   

Third

   

Fourth

   

First

   

Second

   

Third

   

Fourth

 

share data)

 

Quarter

   

Quarter

   

Quarter

   

Quarter

   

Quarter

   

Quarter

   

Quarter

   

Quarter

 
                                                                 

Total revenues

  $ 104.3     $ 81.9     $ 84.8     $ 108.1     $ 96.4     $ 80.4     $ 86.0     $ 118.1  

Retail gross margin(1)

    42.7       29.6       33.5       47.7       38.0       27.7       30.8       49.2  

Goodwill impairment

    -       -       -       -       -       -       -       33.7  

Net (loss) income(2)

    0.0       (6.2 )     (1.4 )     5.4       (1.0 )     (7.6 )     (4.3 )     (36.4 )

Earnings (loss) per common share:

                                                               
Basic     0.00       (0.38 )     (0.08 )     0.31       (0.06 )     (0.46 )     (0.26 )     (2.23 )
Diluted     0.00       (0.38 )     (0.08 )     0.31       (0.06 )     (0.46 )     (0.26 )     (2.23 )

Number of stores (end of quarter)

    333       323       320       323       357       354       351       351  

 

(1)

Retail gross margin represents net retail sales less cost of retail merchandise sold.

 

(2)

The fourth quarter of 2012 included a $4.7 million charge related to the recording of a valuation allowance on deferred tax assets.

 

As a toy retailer, our sales are highest in our fourth quarter, followed by the first quarter. The timing of holidays and school vacations can impact our quarterly results. Our European-based stores have historically been more heavily weighted in the fourth quarter as compared to our North American stores. We cannot ensure that this will continue to be the case.

 

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 those discussed under “Risk Factors — Risks Related to Owning Our Common Stock - Fluctuations in our quarterly results of operations could cause the price of our common stock to substantially decline.”

 

The timing of permanent store closures and temporary closures for remodels and relocations may result in fluctuations in quarterly results due to the revenues and expenses associated with each store location. We incur costs to close stores, typically in the three to six months prior to the closure. We typically incur most preopening costs for a store in the three months immediately preceding the store’s opening or reopening.

 

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. The fiscal 2014 fourth quarter will be a 14-week quarter. Quarterly fluctuations and seasonality may cause our operating results to fall below the expectations of securities analysts and investors, which could cause our stock price to fall.

 

Liquidity and Capital Resources

 

Our cash requirements are primarily for the opening of new stores, installation and upgrades of information systems and working capital. Over the past several years, we have met these requirements through capital generated from cash flow provided by operations. We have access to additional cash through a revolving line of credit that has been in place since 2000.

 

Operating Activities. Cash flows provided by operating activities were $19.1 million in fiscal 2013, $16.5 million in fiscal 2012 and $17.2 million in fiscal 2011. Cash flows from operating activities increased in fiscal 2013 as compared to 2012 primarily due to increased store contribution partially offset by the timing of inventory receipts and payments and the increase in receivables. Cash flows from operating activities decreased in fiscal 2012 as compared to 2011, primarily due to decreased store contribution.

 

Investing Activities. Cash flows used in investing activities were $19.4 million in fiscal 2013, $15.1 million in fiscal 2012 and $13.3 million in fiscal 2011. Cash used in investing activities in 2013 related primarily to the continued installation and upgrades of central office information technology systems, the remodeling or relocation of 20 stores and the opening of nine new locations. Cash used in investing activities in 2012 related primarily to the continued installation and upgrades of central office information technology systems, the opening of five new stores, the remodeling or relocation of 14 stores, offset by the maturity of short-term investments. Cash used in investing activities in 2011 related primarily to the continued installation and upgrades of central office information technology systems, the opening of eight new stores, the relocation of four stores and the purchase of short-term investments, offset by the maturity of those investments.

 

Financing Activities. Financing activities provided cash of $0.1 million in 2013 and used cash of $2.9 million and $15.8 million 2012 and 2011, respectively. Purchases of our stock in fiscal 2013, 2012 and 2011 used cash of $0.2 million, $1.3 million and $15.0 million, respectively. In fiscal 2013 and 2011, exercises of employee stock options, net of shares used for withholding tax payments provided cash of $0.3 million and used cash of $0.8 million, respectively. No employee stock options were exercised in fiscal 2012; shares used for withholding tax payments used $1.6 million in fiscal 2012.

 

 
28

 

  

Capital Resources. As of December 28, 2013, we had a cash balance of $44.7 million, less than half of which was domiciled outside of the United States. We also have a line of credit, which we can use to finance capital expenditures and working capital needs throughout the year. The credit agreement is with U.S. Bank National Association. On December 21, 2012, we amended the existing bank line of credit that now provides borrowing capacity of $35 million. Borrowings under the credit agreement are secured by our assets and a pledge of 65% of our ownership interest in our foreign subsidiaries. The credit agreement contains various restrictions on indebtedness, liens, guarantees, redemptions, mergers, acquisitions or sale of assets, loans, transactions with affiliates, and investments. It prohibits us from declaring dividends without the bank’s prior consent, unless such payment of dividends would not violate any terms of the credit agreement. We are also prohibited from repurchasing shares of our common stock unless such purchase would not violate any terms of the credit agreement; we may not use proceeds of the line of credit to repurchase shares. Borrowings bear interest at LIBOR plus 1.8%. Financial covenants include maintaining a minimum tangible net worth, maintaining a minimum fixed charge coverage ratio (as defined in the credit agreement) and not exceeding a maximum funded debt to earnings before interest, depreciation and amortization ratio. On January 22, 2014, we amended the existing credit agreement, extending the term to December 31, 2015 and increasing the fixed charge coverage ratio. As of December 28, 2013: (i) we were in compliance with these covenants; (ii) there were no borrowings under our line of credit; and (iii) there was a standby letter of credit of approximately $1.1 million outstanding under the credit agreement. Giving effect to this standby letter of credit, there was approximately $33.9 million available for borrowing under the line of credit.

 

Most of our retail stores are located within shopping malls and all are operated under leases classified as operating leases. Our leases in North America typically have a ten-year term and contain provisions for base rent plus percentage rent based on defined sales levels. 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 of the leases contain a provision whereby either we or the landlord may terminate the lease after a certain time, typically in the third or fourth year and sixth or seventh year of the lease, if a certain minimum sales volume is not achieved. 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. In addition, some of these leases contain various restrictions relating to change of 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 charged monthly and paid in advance.

 

Our leases in the United Kingdom and Ireland typically have terms of ten to fifteen years and generally contain a provision whereby every fifth year the rental rate can be adjusted to reflect the current market rates. The leases typically provide the lessee with the first right for renewal at the end of the lease. We may also be required to make deposits and rent guarantees to secure new leases as we expand. Real estate taxes also change according to government time schedules to reflect current market rental rates for the locations we lease. Rents are charged quarterly and paid in advance.

 

In fiscal 2014, we expect to spend approximately $15 to $18 million on capital expenditures. Capital spending in fiscal 2013 totaled $19 million, primarily to support the refresh and repositioning of stores and investment in infrastructure.

 

On February 20, 2007, we announced that our board of directors had authorized a $25 million share repurchase program of our outstanding common stock. On March 10, 2008, we announced an expansion of our share repurchase program to $50 million. Following a series of annual extensions, we announced on February 24, 2014, that our share repurchase program had been extended to March 31, 2015. We currently intend to purchase up to an aggregate of $50 million of our common stock in the open market (including through 10b5-1 plans), through privately negotiated transactions or through an accelerated repurchase transaction. As of March 7, 2014, approximately 6.0 million shares at an average price of $7.25 per share have been repurchased under this program for an aggregate amount of $43.6 million, leaving $6.4 million of availability under the program. The primary source of funding for the program has been, and is expected to be, cash on hand. The timing and amount of additional share repurchases, if any, will depend on price, market conditions, applicable regulatory requirements, and other factors. The program does not require us to repurchase any specific number of shares and may be modified, suspended or terminated at any time without prior notice. Shares repurchased under the program have been, and will continue to be, subsequently retired.

 

We believe that cash generated from operations and borrowings under our credit agreement will be sufficient to fund our working capital and other cash flow requirements for the near future. Our credit agreement expires on December 31, 2015.