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Build-A-Bear
Workshop, Inc.
1954
Innerbelt Business Center Drive
Saint
Louis, MO 63114
January
11, 2007
Securities
and Exchange Commission
Division
of Corporation Finance
Attention:
Ms. Regina Balderas, Division of Corporate Finance
100
F
Street N.E.
Washington,
D.C. 20549
Re:
Build-A-Bear Workshop, Inc.
File
No. 1-32320
Dear
Ms.
Balderas:
This
letter sets forth the responses of Build-A-Bear Workshop, Inc. (the “Company”)
to the comments of the Staff of the U.S. Securities and Exchange Commission
(the
“Staff”) contained in your letter dated December 29, 2006 regarding the Staff’s
review of the Company’s Form 10-K for the fiscal year ended December 31, 2005,
which was filed March 16, 2006 and Forms 10-Q for the fiscal quarters ended
April 1, 2006, July 1, 2006, and September 30, 2006, which were filed May 10,
2006, August 10, 2006 and November 9, 2006, respectively. The Company’s
responses set forth below correspond to the comments as numbered in the Staff’s
letter.
Form 10-K
for Fiscal Year Ended December 31, 2005
Comment
#1
Controls
and Procedures, page 36
We
note your statement that “any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the
desired control objectives.” Please revise to state clearly, if true, that your
principal executive officer and principal financial officer concluded that
your
disclosure controls and procedures are effective at the reasonable assurance
level. In the alternative, remove the reference to the level
of assurance of your disclosure controls and procedures. Please refer to Section
II.F.4 of Management’s Reports on Internal Control Over Financial Reporting and
Certification of Disclosure in Exchange Act Reports, SEC Release No. 33-8238,
available on our website at http://www.sec.gov/rules/final/33-8238.htm.
In
response to the Staff’s comment, in future filings the Company will remove the
reference to the level of assurance in our disclosure controls and
procedures.
Notes
to Consolidated Financial Statements, page 45
Comment
#2
(k)
Deferred Rent, page 47
We
note your disclosure that contingent rental expense increases are recorded
in
the period in which such contingent increases take place. Please explain to
us
how this accounting policy complies with the guidance in EITF 98-9 which
requires that a lessee should recognize contingent rental expense in interim
periods prior to the achievement of the specified target that triggers the
contingent rental expense, provided that achievement of that target by the
end
of the lessee’s fiscal year is probable.
The
Company’s policy is to begin recording contingent rental expense when the
Company determines that it is probable that forecasted store sales will meet
or
exceed the specified target that triggers contingent rental expense. The policy
in place complies with the guidance of Emerging Issues Task Force No. 98-9
“Accounting for Contingent Rent.” In future filings, the disclosure of the
accounting policy will be revised to more clearly state that the Company
recognizes contingent rental expense in periods prior to achieving the specified
target.
Exhibit
31.1 and 31.2
Comment
#3
We
note that the identification of the certifying individual at the beginning
of
the certification required by Exchange Act Rule 13a-14(a) also includes the
title of the certifying individual. In future filings, the identification of
the
certifying individual at the beginning of the certification should be revised
so
as not to include the individual’s title. This comment also applies to Exhibits
31.1 and 31.2 included in your Forms 10-Q for the quarterly periods ended April
1, 2006, July 1, 2006 and September 30, 2006.
In
response to the Staff’s comment, in future filings the Company will exclude the
individual’s title in the beginning of the certification.
Comment
#4
We
note that paragraph 2 of your certifications refers to the “annual” report. In
future filings, please provide the exact language included in Item 601 (b)(31)
of Regulation S-K and do not refer to the “annual” report in paragraph 2.
In
response to the Staff’s comment, in future filings the Company will revise the
certification to include the exact language included in Item 601 (b)(31) of
Regulation S-K and will not refer to the “annual” report in paragraph 2.
I
believe
the foregoing to be fully responsive to the Staff’s comments.
Additionally,
the Company acknowledges that:
| · |
the
Company is responsible for the adequacy and accuracy of the disclosure
in
the filings;
|
| · |
Staff
comments or changes to disclosure in response to Staff comments do
not
foreclose the Commission from taking any action with respect to the
filings; and
|
| · |
The
Company may not assert Staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
|
Please
direct any additional questions or comments to me at (314) 423-8000. My fax
number is (888) 813-5210.
Sincerely,
/s/
Tina
Klocke
Tina
Klocke
Chief
Financial Bear, Treasurer and Secretary