UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended ~~August~~November 32, 2024

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

	For the transition period from to

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)

(IRS Employer

Identification No.)

415 South 18th St.

St. Louis, Missouri

63103

(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	Trading Symbol	Name of each exchange on which registered
Common stock	BBW	New York Stock Exchange

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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 every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐

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

Large accelerated filer ☐	Accelerated filer ☒

Non-accelerated filer ☐	Smaller reporting company ☐
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

As of ~~September~~December 9, 2024, there were 13,~~517~~439,~~671~~ 903 issued and outstanding shares of the registrant’s common stock.

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BUILD-A-BEAR WORKSHOP, INC.

INDEX TO FORM 10-Q

		Page
Part I Financial Information

Item 1.	Financial Statements (Unaudited)	4
	Condensed Consolidated Balance Sheets	4
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)	5
	Condensed Consolidated Statements of Cash Flows	6
	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	25

Item 4.	Controls and Procedures	25

Part II Other Information

Item 1A.	Risk Factors	26

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	26

Item 6.	Exhibits	27

Signatures		28

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PART I-FINANCIAL INFORMATION

Item 1. Financial Statements

BUILD-A-BEAR WORKSHOP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except share and per share data)

August 3,

February 3,

July 29,

November 2,

February 3,

October 28,

2024

2023

(Unaudited)

ASSETS

Current assets:

Cash and cash equivalents

2528,~~163~~955

44,327

3224,~~642~~800

Inventories, net

6670,~~977~~774

63,499

6664,~~329~~466

Receivables, net

1213,~~075~~461

8,569

13,~~120~~908

Prepaid expenses and other current assets

1311,~~258~~982

11,377

1113,~~898~~592

Total current assets

~~117~~125,~~473~~172

127,772

~~123~~116,~~989~~766

Operating lease right-of-use asset

9491,~~158~~268

73,443

7067,~~915~~768

Property and equipment, net

5354,~~303~~498

55,262

5051,~~435~~914

Deferred tax assets

8,~~694~~638

8,682

6,~~828~~822

Other assets, net

56,~~831~~286

7,166

67,~~246~~273

Total Assets

~~279~~285,~~459~~862

272,325

~~258~~250,~~413~~543

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:

Accounts payable

1718,~~542~~403

16,170

1511,~~598~~961

Accrued expenses

1319,~~343~~994

19,954

2825,~~347~~319

Operating lease liability short term

3028,~~110~~832

25,961

2726,~~194~~002

Gift cards and customer deposits

15,~~828~~697

18,134

18,~~305~~366

Deferred revenue and other

3,~~490~~498

3,514

43,~~444~~665

Total current liabilities

8086,~~313~~424

83,733

9385,~~888~~313

Operating lease liability long term

7169,~~993~~518

57,609

5552,~~368~~423

Other long-term liabilities

1,~~362~~347

1,321

1,~~291~~159

Stockholders' equity:

Preferred stock, par value $0.01, Shares authorized: 15,000,000; No shares issued or outstanding at August 3, 2024, February 3, 2024 and July 29, 2023

Preferred stock, par value $0.01, Shares authorized: 15,000,000; No shares issued or outstanding at November 2, 2024, February 3, 2024 and October 28, 2023

Common stock, par value $0.01, Shares authorized: 50,000,000; Issued and outstanding: 13,590,945, 14,172,362, and 14,526,600 shares, respectively

136

142

145

Common stock, par value $0.01, Shares authorized: 50,000,000; Issued and outstanding: 13,445,191, 14,172,362, and 14,391,876 shares, respectively

135

142

144

Additional paid-in capital

62,~~831~~511

66,330

66,~~773~~641

Accumulated other comprehensive loss

(11,~~913~~811

)

(12,082

)

(12,~~017~~319

)

Retained earnings

7477,~~737~~738

75,272

5257,~~965~~182

Total stockholders' equity

~~125~~128,~~791~~573

129,662

~~107~~111,~~866~~648

Total Liabilities and Stockholders' Equity

~~279~~285,~~459~~862

272,325

~~258~~250,~~413~~543

See accompanying notes to condensed consolidated financial statements.

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BUILD-A-BEAR WORKSHOP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

AND COMPREHENSIVE INCOME

(Unaudited)

(Dollars in thousands, except share and per share data)

Thirteen weeks ended

~~Twenty~~Thirty-~~six~~nine weeks ended

August 3,

July 29,

August 3,

July 29,

November 2,

October 28,

November 2,

October 28,

2024

2023

2024

2023

Revenues:

Net retail sales

~~103~~109,~~455~~503

~~103~~100,~~465~~411

~~211~~320,~~323~~826

~~215~~315,~~561~~972

Commercial revenue

78,~~294~~580

46,~~978~~020

1321,~~278~~858

1117,~~665~~685

International franchising

1,~~049~~347

~~782~~1,131

13,~~927~~274

23,~~049~~180

Total revenues

~~111~~119,~~798~~430

~~109~~107,~~225~~562

~~226~~345,~~528~~958

~~229~~336,~~275~~837

Costs and expenses:

Cost of merchandise sold - retail

4750,~~607~~116

47,~~710~~551

97147,~~022~~138

98146,~~614~~165

Cost of merchandise sold - commercial

3,~~008~~669

2,~~425~~675

59,~~541~~210

58,~~783~~458

Cost of merchandise sold - international franchising

~~614~~1,005

~~454~~703

12,~~231~~236

12,~~339~~042

Total cost of merchandise sold

5154,~~229~~790

50,~~589~~929

~~103~~158,~~794~~584

~~105~~156,~~736~~665

Consolidated gross profit

6064,~~569~~640

5856,~~636~~633

~~122~~187,~~734~~374

~~123~~180,~~539~~172

Selling, general and administrative expense

4951,~~212~~668

4846,~~324~~566

96148,~~774~~442

93140,~~950~~516

Interest income, net

(~~188~~109

)

(~~167~~281

)

(~~614~~723

)

(~~243~~524

)

Income before income taxes

1113,~~545~~081

10,~~479~~348

2639,~~574~~655

2940,~~832~~180

Income tax expense

23,~~767~~211

2,~~141~~762

69,~~337~~548

69,~~886~~648

Net income

89,~~778~~870

87,~~338~~586

2030,~~237~~107

2230,~~946~~532

Foreign currency translation adjustment

~~240~~102

~~160~~(302

)

~~169~~271

~~257~~(45

)

Comprehensive income

9,~~018~~972

87,~~498~~284

2030,~~406~~378

2330,~~203~~487

Income per common share:

Basic

0.6474

0.5853

12.4720

12.5912

Diluted

0.6473

0.5753

12.4620

12.5710

Shares used in computing common per share amounts:

Basic

13,~~665~~425,~~958~~332

14,~~419~~362,~~365~~702

13,~~795~~672,~~958~~416

14,~~438~~413,~~611~~308

Diluted

13,~~685~~461,~~801~~983

14,~~500~~438,~~971~~795

13,~~845~~712,~~309~~461

14,~~630~~563,~~089~~974

See accompanying notes to condensed consolidated financial statements.

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BUILD-A-BEAR WORKSHOP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)

	Twenty-six weeks ended
	Thirty-nine weeks ended
	August 3,			July 29,
	November 2,			October 28,
	2024			2023
Cash flows provided by operating activities:
Net income	$	2030,~~237~~107		$	2230,~~946~~532
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		710,~~294~~983			69,~~309~~540
Share-based and performance-based stock compensation		1,~~035~~694			12,~~755~~492
Provision/adjustments for doubtful accounts		~~(44~~81	)		(90276	)
Loss on disposal of property and equipment		~~245~~309			3785
Deferred taxes		-67			(41	)
Change in assets and liabilities:
Inventories, net		(37,~~364~~085	)		45,~~436~~729
Receivables, net		(34,~~410~~891	)		~~1,640~~895
Prepaid expenses and other assets		(~~664~~11	)		72,~~525~~511
Accounts payable and accrued expenses		(41,~~332~~930	)		(510,~~845~~408	)
Operating leases		(23,~~198~~077	)		(34,~~433~~311	)
Gift cards and customer deposits		(2,~~304~~438	)		(1,~~165~~021	)
Deferred revenue		(8293	)		(2,~~261~~987	)
Net cash provided by operating activities		1227,~~413~~576			3132,~~813~~740
Cash flows used in investing activities:
Purchases of property and equipment		(59,~~700~~571	)		(611,~~138~~124	)
Net cash used in investing activities		(59,~~700~~571	)		(611,~~138~~124	)
Cash flows used in financing activities:
Purchases of common stock for employee equity awards, net of tax		(1,869	)		(1,~~972~~797	)
Cash dividends paid		(58,~~651~~336	)		(22,098	)
Purchases of Company’s common stock		(1823,~~347~~181	)		(1115,~~199~~239	)
Net cash used in financing activities		(2533,~~867~~386	)		(3539,~~269~~134	)
Effect of exchange rates on cash		~~(10~~9	)		38120
Decrease in cash, cash equivalents, and restricted cash		(1915,~~164~~372	)		(917,~~556~~398	)
Cash, cash equivalents and restricted cash, beginning of period		44,327			42,198
Cash, cash equivalents and restricted cash, end of period	$	2528,~~163~~955		$	3224,~~642~~800
Supplemental disclosure of cash flow information:
Cash and cash equivalents	$	2428,~~768~~558		$	3224,~~246~~413
Restricted cash from long-term deposits	$	~~395~~397		$	~~396~~387
Total cash, cash equivalents and restricted cash	$	2528,~~163~~955		$	3224,~~642~~800
Net cash paid during the period for income taxes	$	89,~~230~~597		$	716,~~385~~785

See accompanying notes to condensed consolidated financial statements.

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Notes to Condensed Consolidated Financial Statements

1. Basis of Presentation

The condensed consolidated financial statements included herein are unaudited and have been prepared by Build-A-Bear Workshop, Inc. and its subsidiaries (collectively, the “Company”) pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. The condensed consolidated balance sheet of the Company as of February 3, 2024, was derived from the Company’s audited consolidated balance sheet as of that date. All other condensed consolidated financial statements contained herein are unaudited and reflect all adjustments which are, in the opinion of management, necessary to summarize fairly the financial position of the Company and the results of the Company’s operations and cash flows for the periods presented. All of these adjustments are of a normal recurring nature. All significant intercompany balances and transactions have been eliminated in consolidation. Because of the seasonal nature of the Company’s operations, results of operations of any single reporting period should not be considered as indicative of results for a full year. These condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements for the fiscal year ended February 3, 2024, which were included in the Company’s Annual Report on Form 10-K filed with the SEC on April 18, 2024.

Certain prior period amounts in the notes to the condensed consolidated financial statements have been reclassified to conform to the current period presentation. These reclassifications did not affect net earnings attributable to Build-A-Bear Workshop, Inc.

Significant Accounting Policies

The Company's significant accounting policies are summarized in Note 2 to the consolidated financial statements included in its Form 10-K for the year ended February 3, 2024.

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2. Revenue

Currently, most of the Company’s revenue is derived from retail sales (including from its e-commerce sites) and is recognized when control of the merchandise is transferred to the customer. The Company's disaggregated revenue is fully disclosed as net sales to external customers by reporting segment and by geographic area (See Note 11 — Segment Information for additional information). The Company's direct-to-consumer reporting segment represents 9392% of consolidated revenue for the ~~second~~third quarter of fiscal 2024. The majority of these sales transactions were single performance obligations that were recorded when control of merchandise was transferred to the customer.

The following is a description of principal activities from which the Company generates its revenue, by reportable segment.

The Company’s direct-to-consumer segment includes the operating activities of corporately-managed stores, other retail-delivered operations and e-commerce demand (orders generated online to be fulfilled from either the Company's warehouse or its stores). Direct-to-consumer revenue is recognized when control of the merchandise is transferred to the customer and for the Company's online sales, generally upon estimated delivery to the customer. Revenue is measured as the amount of consideration, including any discounts or incentives, the Company expects to receive in exchange for transferring the merchandise. Product returns have historically averaged less than one-half of one percent due to the personalized and interactive nature of its products, where consumers customize their own stuffed animal. The Company has elected to exclude from revenue all collected sales, value added, and other taxes paid by its customers.

For the Company’s gift cards, revenue is deferred for single transactions until redemption including any related gift card discounts. Approximately 80% of gift cards are redeemed within three years of issuance and over the last three years, approximately 65% of gift cards issued have been redeemed within the first twelve months. In addition, unredeemed gift cards or breakage revenue is recorded in proportion to the customers’ redemption pattern using an estimated breakage rate based on historical experience. Subsequent to stores reopening following shutdowns caused by ~~COVID~~the pandemic, the Company experienced lower redemptions of its gift cards for all periods of outstanding activated cards compared to pre-pandemic redemption patterns (fiscal year 2019 and earlier), which impacts the gift card breakage rate. The Company does not believe that the redemption pattern experienced during the pandemic reflects the pattern in the future and has adjusted the historical redemption data used to calculate the breakage rate. The Company continues to evaluate expected breakage annually and adjusts the breakage rates in the fourth quarter of each year, or at other times if significant changes in customer behavior are detected. Changes to breakage estimates impact revenue recognition prospectively. Further, given the magnitude of the Company's gift card liability, the changes in breakage rates could have a significant impact on the amount of breakage revenue recognized in future periods. As a matter of sensitivity, a hypothetical 1% change in our gift card breakage rate in fiscal 2023 would have resulted in a change in breakage revenue of $1.0 million.

For certain qualifying transactions, a portion of revenue transactions are deferred for the obligation related to the Company’s loyalty program or when a material right in the form of a future discount is granted. In these transactions, the transaction price is allocated to the separate performance obligations based on the relative standalone selling price. The standalone selling price for the points earned for the Company’s loyalty program is estimated using the net retail value of the merchandise purchased, adjusted for estimated breakage based on historical redemption patterns. The revenue associated with the initial merchandise purchased is recognized immediately and the value assigned to the points is deferred until the points are redeemed, forfeited or expired. The Company issues certificates daily to loyalty program members who have earned 100 or more points in North America and 50 points or more in the U.K. with certificates historically expiring in six months if not redeemed. The Company assesses the redemption rates of its certifications on a quarterly basis to update the rate at which loyalty program points turn into certifications and the rate that certifications are redeemed. In regard to the consolidated balance sheet, contract liabilities related to the loyalty program are classified as deferred revenue and other.

The Company’s commercial segment includes transactions with other businesses and is mainly comprised of licensing the Company’s intellectual properties for third-party use and wholesale sales of merchandise, including supplies and fixtures. Revenue for wholesale sales is recognized when control of the merchandise or fixtures is transferred to the customer, which generally occurs upon delivery to the customer. The license agreements provide the customer with highly interrelated rights that are not distinct in the context of the contract and therefore, have been accounted for as a single performance obligation and recognized as licensee sales occur. If the contract includes a guaranteed minimum, the minimum guarantee is recognized on a straight-line basis over the guarantee term until such time as royalties earned through licensee sales exceed the minimum guarantee. The Company classifies these guaranteed minimum contract liabilities as deferred revenue on the consolidated balance sheet.

The Company’s international franchising segment includes the activities with franchisees who operate store locations in certain countries and includes development fees, sales-based royalties and merchandise, including supplies and fixture sales. The Company's obligations under the franchise agreements are ongoing and include operations and product development support and training, generally concentrated around initial store openings. These obligations are highly interrelated rights that are not distinct in the context of the contract and, therefore, have been accounted for as a single performance obligation and recognized as franchisee sales occur. If the contract includes an initial, one-time nonrefundable development fee, this fee is recognized on a straight-line basis over the term of the franchise agreement, which may extend for periods up to 25 years. The Company classifies these initial, one-time nonrefundable franchise fee contract liabilities as deferred revenue on its consolidated balance sheet. Revenue from merchandise and fixture sales is recognized when control is transferred to the franchisee, which generally occurs upon delivery.

The Company also incurs expenses directly related to the startup of new franchises, which may include finder’s fees, legal and travel costs, expenses related to its ongoing support of the franchises and employee compensation. Accordingly, the Company’s policy is to capitalize any finder’s fee, as an incremental cost, and expense all other costs as incurred. Additionally, the Company amortizes these capitalized costs into expense in the same pattern as the development fee's recording of revenue as described previously. These capitalized costs for the thirteen and ~~twenty~~thirty-~~six~~nine weeks ended ~~August~~November 32, 2024 are not material to the financial statements.

The Company reserves for “expected” credit losses on financial instruments and other commitments to extend credit rather than the “incurred loss” model. These expected credit losses for financial assets held at the reporting date are to be based on historical experience, current conditions and reasonable and supportable forecasts. For the ~~twenty~~thirty-~~six~~nine weeks ended ~~August~~November 32, 2024 and ~~July~~October 2928, 2023, the Company's accounts receivable are net of $6.58 million and $6.42 million, inclusive of the allowance for credit losses and the reserve for the UK's ~~tax,~~customs ~~payments and customers~~ authority "HMRC" matter of $3.14 million and $3.35 million, respectively. See Note 12 for further discussion of the HMRC matter.

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3. Leases

The majority of the Company's leases relate to retail stores and corporate offices. For leases with terms greater than 12 months, the Company records the related asset and obligation at the present value of lease payments over the term. Most new retail store leases have an original term of a five to ten-year base period and may include renewal options to extend the lease term beyond the initial base period. The extension periods are typically much shorter than the original lease term given the Company's strategic decision to maintain a high level of lease optionality. Some leases also include early termination options, which can be exercised under specific conditions. Additionally, the Company may operate stores for a period of time on a month-to-month basis after the expiration of the lease term. The Company's lease agreements do not contain any material residual value guarantees or material restrictive covenants. Additionally, certain leases contain incentives, such as construction allowances from landlords and/or rent abatements subsequent to taking possession of the leased property.

The table below presents certain information related to the lease costs for operating leases for the thirteen and ~~twenty~~thirty-~~six~~nine weeks ended ~~August~~November 32, 2024 and ~~July~~October 2928, 2023 (in thousands).

Thirteen weeks ended

~~Twenty~~Thirty-~~six~~nine weeks ended

August 3, 2024

July 29, 2023

August 3, 2024

July 29, 2023

November 2, 2024

October 28, 2023

November 2, 2024

October 28, 2023

Operating lease costs

10,~~021~~038

9,~~113~~261

1929,~~605~~642

1827,~~095~~357

Variable lease costs (1)

2,~~464~~294

2,~~115~~134

46,~~655~~949

46,~~241~~374

Short term lease costs

3318

2534

5877

4074

Total Operating Lease costs

12,~~518~~350

11,~~253~~429

2436,~~318~~668

2233,~~376~~805

(1)

Variable lease costs consist of leases with variable rent structures, which are intended to increase flexibility in an environment with expected high sales volatility and provide a natural hedge against potential sales declines.

Other information

The table below presents supplemental cash flow information related to leases for the thirteen and ~~twenty~~thirty-~~six~~nine weeks ended ~~August~~November 32, 2024 and ~~July~~October 2928, 2023 (in thousands).

Thirteen weeks ended

~~Twenty~~Thirty-~~six~~nine weeks ended

August 3, 2024

July 29, 2023

August 3, 2024

July 29, 2023

November 2, 2024

October 28, 2023

November 2, 2024

October 28, 2023

Operating cash flows for operating leases

10,~~301~~737

109,~~097~~994

2030,~~115~~852

1929,~~781~~775

As of ~~August~~November 32, 2024 and ~~July~~October 2928, 2023, the weighted-average remaining operating lease term was 5.67 years and 34.90 years, respectively, and the weighted-average discount rate was 7.2% and 6.45%, respectively, for operating leases recognized on the Company's condensed consolidated balance sheets.

The value of our operating lease asset was $9491.23 million and $7067.98 million as of ~~August~~November 32, 2024 and ~~July~~October 2928, 2023, respectively. The increase was driven by the Company entering into leases for new stores as well as securing longer-term extensions for existing stores resulting in contracts with more favorable terms.

For the thirteen and ~~twenty~~thirty-~~six~~nine weeks ended ~~August~~November 32, 2024 and the thirteen and ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 2928, 2023 the Company incurred no impairment charges against its right-of-use operating lease assets.

Undiscounted cash flows

The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the operating lease liabilities recorded on the balance sheet (in thousands).

Operating Leases
2024	$	255,~~561~~439
2025		2834,~~439~~908
2026		1924,~~466~~183
2027		1114,~~220~~147
2028		78,~~163~~736
Thereafter		3137,~~953~~086
Total minimum lease payments		~~123~~124,~~802~~499
Less: amount of lease payments representing interest		(2126,~~699~~149	)
Present value of future minimum lease payments		~~102~~98,~~103~~350
Less: current obligations under leases		(3028,~~110~~832	)
Long-term lease obligations	$	7169,~~993~~518

As of ~~August~~November 32, 2024, the Company had additional executed leases that had not yet commenced with operating lease liabilities of $2826.85 million. These leases are expected to commence in fiscal 2024 and fiscal 2025 with lease terms of three to twenty years.

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4. Other Assets

Prepaid expenses and other current assets consist of the following (in thousands):

	August 3,		February 3,		July 29,
	November 2,		February 3,		October 28,
	2024		2024		2023
Prepaid occupancy (1)	$	32,~~109~~626	$	2,442	$	2,~~984~~414
Prepaid insurance		~~693~~1,209		1,250		~~779~~550
Prepaid gift card fees		600		699		732
Prepaid taxes (2)		579		199		4,092
Prepaid taxes (2)		526		199		538
Prepaid gift card fees		571		699		705
Prepaid royalties		~~195~~212		319		~~345~~540
Other (3)		86,~~135~~784		6,468		65,~~520~~290
Total	$	1311,~~258~~982	$	11,377	$	1113,~~898~~592

	(1)	Prepaid occupancy consists of prepaid expenses related to variable non-lease components.
	(2)	Prepaid taxes consist of prepaid federal and state income tax.
	(3)	Other consists primarily of prepaid expense related to information technology maintenance contracts and software as a service.

Other non-current assets consist of the following (in thousands):

	August 3,		February 3,		July 29,
	November 2,		February 3,		October 28,
	2024		2024		2023
Entertainment production asset (1)	$	4,~~562~~384	$	4,734	$	46,~~922~~057
Deferred compensation		1,~~017~~679		2,121		~~953~~875
Other (2)		~~252~~223		311		~~371~~341
Total	$	56,~~831~~286	$	7,166	$	67,~~246~~273

	(1)	Entertainment production asset includes the direct costs, production overhead and development costs in producing entertainment assets such as films or music.
	(2)	Other consists primarily of deferred financing costs related to the Company's credit facility.

5. Accrued Expenses

Accrued expenses consist of the following (in thousands):

	August 3,		February 3,		July 29,
	November 2,		February 3,		October 28,
	2024		2024		2023
Accrued wages, bonuses and related expenses	$	915,~~896~~310	$	14,549	$	17,~~629~~470
Sales and value added taxes payable		2,~~372~~043		2,447		12,~~049~~466
Accrued rent and related expenses (1)		1,040		1,356		3,413
Current income taxes payable		1,869		1,602		329
Current income taxes payable		35		1,602		2,156
Accrued rent and related expenses (1)		772		1,356		954
Accrued expense - other (2)		-		-		4,100
Total	$	1319,~~343~~994	$	19,954	$	2825,~~347~~319

(1)

Accrued rent and related expenses consist of accrued costs associated with non-lease components.

(2)

Accrued expense - other consists of accrued costs associated with a legal reserve accrual.

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6. Stock-based Compensation

On April 14, 2020, the Board of Directors (the “Board”) of Build-A-Bear Workshop, Inc. (the “Company”) adopted, subject to stockholder approval, the Build-A-Bear Workshop, Inc. 2020 Omnibus Incentive Plan (the “2020 Incentive Plan”). On June 11, 2020, the Company’s stockholders approved the 2020 Incentive Plan. On April 11, 2023, the Board adopted, subject to stockholder approval, the Build-A-Bear Workshop, Inc. Amended and Restated 2020 Omnibus Incentive Plan (the “Restated 2020 Incentive Plan”). On June 8, 2023, at the Company’s 2023 Annual Meeting of Stockholders, the Company’s stockholders approved the Restated 2020 Incentive Plan. The Restated 2020 Incentive Plan, which is administered by the Compensation and Development Committee of the Board, permits the grant of stock options (including both incentive and non-qualified stock options), stock appreciation rights, other stock-based awards, including restricted stock and restricted stock units, cash-based awards, and performance awards pursuant to the terms of the Restated 2020 Incentive Plan. The Restated 2020 Incentive Plan will terminate on April 11, 2033, unless earlier terminated by the Board. The total number of shares of the Company’s common stock authorized for issuance under the Restated 2020 Incentive Plan increased by 800,000 to a maximum of 1,800,000 since its inception as the 2020 Incentive Plan, subject to customary capitalization adjustments, substitutions of acquired company awards and certain additions of acquired company plan shares, plus shares that are subject to outstanding awards made under the Build-A-Bear Workshop, Inc. 2017 Omnibus Incentive Plan (the “2017 Plan”) that on or after April 14, 2020 may be forfeited, expire or be settled for cash.

For the thirteen weeks ended ~~August~~November 32, 2024 and ~~July~~October 2928, 2023, selling, general and administrative expense included stock-based compensation expense of $0.67 million and $0.7 million, respectively. For the ~~twenty~~thirty-~~six~~nine weeks ended ~~August~~November 32, 2024 and ~~July~~October 2928, 2023, selling, general, and administrative expense included stock-based compensation expense of $1.07 million and $12.15 million, respectively. As of ~~August~~November 32, 2024, there was $3.4 million of total unrecognized compensation expense related to unvested restricted stock awards which is expected to be recognized over a weighted-average period of 1.98 years.

The following table is a summary of the balances and activity for stock options for the ~~twenty~~thirty-~~six~~nine weeks ended ~~August~~November 32, 2024:

	Options
	Shares			Weighted Average Exercise Price
Outstanding, February 3, 2024		12,375		$	17.84
Outstanding, February 4, 2024		12,375		$	17.84
Granted		-			-
Exercised		(12,375	)		17.84
Forfeited		-			-
Canceled or expired		-			-
Outstanding, August 3, 2024		-		$	-
Outstanding, November 2, 2024		-		$	-

The following table is a summary of the balances and activity related to time-based and performance-based restricted stock for the ~~twenty~~thirty-~~six~~nine weeks ended ~~August~~November 32, 2024:

	Time-Based Restricted Stock					Performance-Based Restricted Stock
	Shares			Weighted Average Grant Date Fair Value		Shares			Weighted Average Grant Date Fair Value
Outstanding, February 4, 2024 (1)		122,609		$	18.02		185,082		$	17.37
Granted (1)		5759,~~660~~823			27.0518		6264,~~456~~619			27.5061
Vested		(81,561	)		15.87		-			-
Adjustment for performance achievement		-			-		53,095			8.24
Earned and Vested		-			-		(106,190	)		8.24
Earned and vested		-			-		(106,190	)		8.24
Forfeited (1)		(3,333	)		24.75		(3,333	)		24.75
Outstanding, August 3, 2024 (1)		95,375		$	25.08		191,110		$	23.09
Outstanding, November 2, 2024 (1)		97,538		$	25.21		193,273		$	23.17

(1)

Performance-based restricted stock outstanding, granted, and forfeited are presented at 100% of target.

The total fair value of shares vested during the ~~twenty~~thirty-~~six~~nine weeks ended ~~August~~November 32, 2024 and ~~July~~October 2928, 2023 was $2.2 million and $2.1 million, respectively.

The outstanding performance shares as of ~~August~~November 32, 2024 consist of the following:

	Performance Shares
Unearned shares subject to performance-based restrictions at target:
2022 - 2024 consolidated, earnings before interest, taxes, depreciation and amortization (EBITDA) growth objectives		54,596
2022 - 2024 consolidated revenue growth objectives		18,198
2023 - 2025 consolidated pre-tax income growth objectives		36,309
2023 - 2025 consolidated revenue growth objectives		19,551
2024 - 2026 consolidated EBITDA objectives		4042,~~596~~002
2024 - 2026 consolidated, cumulative revenue objectives		2122,~~860~~617
Performance shares outstanding, August 3, 2024		191,110
Performance shares outstanding, November 2, 2024		193,273

7. Income Taxes

The Company's effective tax rate was 2324.85% and 24.01% for the thirteen and ~~twenty~~thirty-~~six~~nine weeks ended ~~August~~November 32, 2024, respectively, compared to 2026.47% and 2324.10% for the thirteen and ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 2928, 2023, respectively. The 2024 and 2023 effective tax rates differed from the statutory rate of 21% primarily due to state income tax expense partially offset by the tax impact of equity awards vesting. In the fourth quarter of fiscal 2023, the Company reversed the valuation allowance on deferred tax assets expected to be realized in the U.K. The Company remains in a full valuation in certain other foreign jurisdictions.

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8. Stockholders’ Equity

The following table sets forth the changes in stockholders’ equity (in thousands) for the thirteen weeks ended ~~August~~November 32, 2024 and ~~July~~October 2928, 2023 (in thousands):

	For the thirteen weeks ended August 3, 2024															For the thirteen weeks ended July 29, 2023
	For the thirteen weeks ended November 2, 2024															For the thirteen weeks ended October 28, 2023
	Common									Retained						Common									Retained
	stock			APIC (1)			AOCI (2)			earnings			Total			stock			APIC (1)			AOCI (2)			earnings			Total
Balance, beginning	$	~~139~~136		$	6462,~~065~~831		$	(1211,~~153~~913	)	$	7674,~~290~~737		$	~~128~~125,~~341~~791		$	~~149~~145		$	7066,~~324~~773		$	(12,~~177~~017	)	$	5052,~~676~~965		$	~~108~~107,~~972~~866
Shares issued under employee stock plans														-			2			~~1,572~~175			-			-			~~1,574~~175
Stock-based compensation					~~336~~346									~~336~~346						~~369~~363			-			-			~~369~~363
Shares withheld in lieu of tax withholdings														-			(2	)		~~(3,639~~	)		-			-			~~(3,641~~-	)
Share Repurchase		(31	)		(~~1,570~~666	)					(74,~~576~~166	)		(94,~~149~~833	)		(41	)		(~~1,853~~670	)		-			(63,~~244~~369	)		(84,~~101~~040	)
Cash Dividends											(2,~~755~~704	)		(2,~~755~~704	)		-			-			-			-			-
Other											-			-			-			-			-			~~196~~			~~196~~-
Other comprehensive (loss) income								240						240			-			-			160			-			160
Other comprehensive income (loss)								102						102									(302	)					(302	)
Net income											89,~~778~~871			89,~~778~~871			-			-			-			87,~~338~~586			87,~~338~~586
Balance, ending	$	~~136~~135		$	62,~~831~~511		$	(11,~~913~~811	)	$	7477,~~737~~738		$	~~125~~128,~~791~~573		$	~~145~~144		$	66,~~773~~641		$	(12,~~017~~319	)	$	5257,~~965~~182		$	~~107~~111,~~866~~648

(1) Additional paid-in capital (“APIC”)

(2) Accumulated other comprehensive loss (“AOCI”)

The following table sets forth the changes in stockholders’ equity (in thousands) for the ~~twenty~~thirty-~~six~~nine weeks ended ~~August~~November 32, 2024 and ~~July~~October 2928, 2023 (in thousands):

	For the twenty-six weeks ended August 3, 2024															For the twenty-six weeks ended July 29, 2023
	For the thirty-nine weeks ended November 2, 2024															For the thirty-nine weeks ended October 28, 2023
	Common									Retained						Common									Retained
	stock			APIC (1)			AOCI (2)			earnings			Total			stock			APIC (1)			AOCI (2)			earnings			Total
Balance, beginning	$	142		$	66,330		$	(12,082	)	$	75,272		$	129,662		$	148		$	69,868		$	(12,274	)	$	61,375		$	119,117
Adoption of new accounting standard																										(785	)		(785	)
Subtotal	$	142		$	66,330		$	(12,082	)	$	75,272		$	129,662		$	148		$	69,868		$	(12,274	)	$	60,590		$	118,332
Issuance of Restricted Stock														-
Shares issued under employee stock plans		2			1,094									1,096			4			2,~~261~~436									2,~~265~~440
Stock-based compensation					~~669~~1,016									~~669~~1,016						~~758~~1,121									~~758~~1,121
Shares withheld in lieu of tax withholdings		(1	)		(2,089	)								(2,090	)		(2	)		(3,638	)								(3,640	)
Share Repurchase		(78	)		(3,~~173~~840	)					(1519,~~167~~333	)		(1823,~~347~~181	)		(56	)		(23,~~476~~146	)					(812,~~718~~087	)		(1115,~~199~~239	)
Other											(4039	)		(4039	)											196			196
Dividend											(58,~~565~~269	)		(58,~~565~~269	)											(22,049	)		(22,049	)
Other comprehensive (loss) income								169						169									257						257
Other comprehensive income (loss)								271						271									(45	)					(45	)
Net income											2030,~~237~~107			2030,~~237~~107												2230,~~946~~532			2230,~~946~~532
Balance, ending	$	~~136~~135		$	62,~~831~~511		$	(11,~~913~~811	)	$	7477,~~737~~738		$	~~125~~128,~~791~~573		$	~~145~~144		$	66,~~773~~641		$	(12,~~017~~319	)	$	5257,~~965~~182		$	~~107~~111,~~866~~648

(1) Additional paid-in capital (“APIC”)

(2) Accumulated other comprehensive loss (“AOCI”)

During the thirteen and ~~twenty~~thirty-~~six~~nine weeks ended ~~August~~November 32, 2024, the Company utilized $94.18 million in cash to repurchase ~~341~~147,~~621~~917 shares and utilized $1823.2 0 million in cash to repurchase ~~685~~832,~~027~~944 shares, respectively. During the quarter, the Company repurchased shares under ~~its~~two separate stock repurchase programs. For the thirteen weeks ending November 2, 2024, the company repurchased 73,274 shares utilizing $2.0 million in cash under the Company's $50.0 million stock repurchase program that was authorized by its Board of Directors on August 31, 2022 (the "August 2022 Stock Repurchase Program"). On September 11, 2024, the Company announced that its Board of Directors terminated the August 2022 Stock Repurchase Program and authorized a new share repurchase program of up to $100 million (the “September 2024 Stock Repurchase Program”). During the thirteen weeks ended November 2, 2024, the Company utilized $2.8 million in cash to repurchase 74,643 shares under the September 2024 Stock Repurchase Program. Since the end of the ~~second~~ third fiscal quarter, the Company utilized $2.0 .2 million in cash to repurchase 735,~~274~~288 shares leaving $597.90 millionavailable under the ~~August~~September ~~2022~~2024 Stock Repurchase Program. For the thirteen and ~~twenty~~thirty-~~six~~nine weeks ended ~~August~~November 32, 2024, the Company's Board of Directors authorized cash dividends to shareholders of $2.7 million and $58.6 3 million, respectively. Additionally, on ~~September~~November 1112, 2024, the Board of Directors declared a quarterly cash dividend of $0.20 per share on the issued and outstanding common stock of the company. The dividend will be paid on ~~October~~January 109, ~~2024~~2025, to all stockholders of record as of ~~September~~ 26November 27, 2024.

~~On September~~For ~~11, 2024,~~ the ~~Company~~thirty-nine ~~announced~~weeks ~~that~~ended October ~~our~~28, ~~Board~~2023, ~~of Directors terminated~~ the ~~August~~ ~~2022~~Company ~~Stock~~recorded ~~Repurchase~~credit ~~Program~~impairment ~~and authorized~~charges ~~a new share repurchase program~~ of ~~up to~~ $~~100~~0.8 million ~~(the “September~~ ~~2024 Stock Repurchase Program”). The primary source of funding for the share repurchase program is expected to be cash~~ on ~~hand.~~trade ~~The~~receivables ~~timing~~into ~~and~~retained ~~amount~~earnings ofas ~~share~~a ~~repurchases,~~result if any, will depend on price, market conditions, applicable regulatory requirements, and other factors. The September 2024 Stock Repurchase Program authorizes us to repurchase shares through September 30, 2028, 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~~adoption ~~will~~of beASC ~~subsequently~~326 ~~retired. The Company believes that the multi~~-~~year,~~ ~~multi-million~~Credit ~~dollar share buy-back program is reflective of the strong confidence that the Board of Directors has in the future of the Company~~Impairment.

~~For~~During the ~~twenty~~thirteen and thirty-~~six~~nine weeks ended ~~July~~October 2928, 2023, the Company ~~recorded~~utilized ~~credit~~$4.0 ~~impairment~~million ~~charges~~in ofcash to repurchase 146,028 shares and the Company utilized $015.8 2 million onin ~~trade~~cash ~~receivables~~to ~~into~~repurchase ~~retained~~672,734 shares ~~earnings~~under the August as2022 Stock Repurchase Program. The Company's Board of Directors also authorized a ~~result~~special cash dividend of ~~the~~$1.50 ~~adoption~~per share that was paid on April 6, 2023, to all stockholders of ~~ASC~~record ~~326~~as -of March ~~Credit~~23, ~~Impairment~~2023.

During the first fiscal half of 2023, the Company utilized $8.1 million in cash to repurchase 394,321 shares under the August 2022 Stock Repurchase Program. The Company's Board of Directors also authorized a special cash dividend of $1.50 per share that was paid on April 6, 2023, to all stockholders of record as of March 23, 2023, following a $1.25 per share special cash dividend declared on November 30, 2021.

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9. Income per Share

The following table sets forth the computation of basic and diluted net income per share (in thousands, except share and per share data):

	Thirteen weeks ended				~~Twenty~~Thirty-~~six~~nine weeks ended
	August 3,		July 29,		August 3,		July 29,
	November 2,		October 28,		November 2,		October 28,
	2024		2023		2024		2023
NUMERATOR:
Net income	$	89,~~778~~870	$	87,~~338~~586	$	2030,~~237~~107	$	2230,~~946~~532
DENOMINATOR:
Weighted average number of common shares outstanding - basic		13,~~665~~425,~~958~~332		14,~~419~~362,~~365~~702		13,~~795~~672,~~958~~416		14,~~438~~413,~~611~~308
Dilutive effect of share-based awards:		1936,~~842~~651		8176,~~606~~093		4940,~~351~~045		~~191~~150,~~478~~666
Weighted average number of common shares outstanding - dilutive		13,~~685~~461,~~801~~983		14,~~500~~438,~~971~~795		13,~~845~~712,~~309~~461		14,~~630~~563,~~089~~974
Basic net income per common share	$	0.6474	$	0.5853	$	12.4720	$	12.5912
Diluted net income per common share	$	0.6473	$	0.5753	$	12.4620	$	12.5710

In calculating the diluted income per share for the ~~twenty~~thirteen and thirty-~~six~~nine weeks ended ~~August~~November 32, 2024, ~~and July~~there were 1,141 and 29,288 ~~2023~~shares of common stock, respectively, that ~~there~~were outstanding at the end of the period that were not included in the computation of diluted income per share due to their anti-dilutive effect. ~~8,199~~For the thirteen and thirty-nine weeks ended October 28, 2023, there were 56zero and 43,~~191~~673 shares of common stock, respectively, that were outstanding at the end of the period that were not included in the computation of diluted income per share due to their anti-dilutive effect.

10. Comprehensive Income

The difference between comprehensive income or loss and net income or loss is the result of foreign currency translation adjustments on the balance sheets of subsidiaries whose functional currency is not the U.S. dollar. The accumulated other comprehensive loss balance on ~~August~~November 32, 2024 and ~~July~~October 2928, 2023 was comprised entirely of foreign currency translation. For the thirteen weeks ended ~~August~~November 32, 2024 and ~~July~~October 2928, 2023, the Company had no reclassifications out of accumulated other comprehensive loss.

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11. Segment Information

The Company’s operations are conducted through three operating segments consisting of direct-to-consumer (“DTC”), commercial and international franchising. The DTC segment includes the operating activities of corporately-managed locations and other retail delivery operations in the U.S., Canada, Ireland and the U.K., including the Company’s e-commerce sites and temporary stores. The commercial segment includes the Company’s transactions with other businesses, mainly comprised of licensing the Company’s intellectual properties for third-party use and wholesale activities. The international franchising segment includes the licensing activities of the Company’s franchise agreements with store locations in select countries in Asia, Australia, the Middle East, Africa, and South America. The operating segments have discrete sources of revenue, different capital structures and different cost structures. These operating segments represent the basis on which the Company’s chief operating decision maker regularly evaluates the business in assessing performance, determining the allocation of resources and the pursuit of future growth opportunities. Accordingly, the Company has determined that each of its operating segments represent a reportable segment. The three reportable segments follow the same accounting policies used for the Company’s consolidated financial statements.

Following is a summary of the financial information for the Company’s reportable segments (in thousands):

	Direct-to-				International
	Consumer		Commercial		Franchising		Total
Thirteen weeks ended August 3, 2024
Thirteen weeks ended November 2, 2024
Net sales to external customers	$	~~103~~109,~~455~~503	$	78,~~294~~580	$	1,~~049~~347	$	~~111~~119,~~798~~430
Income before income taxes		78,~~384~~544		34,~~835~~381		~~326~~156		1113,~~545~~081
Capital expenditures		3,~~270~~871		-		-		3,~~270~~871
Depreciation and amortization		3,~~582~~633		5455		-		3,~~636~~688
Thirteen weeks ended July 29, 2023
Thirteen weeks ended October 28, 2023
Net sales to external customers	$	~~103~~100,~~465~~411	$	46,~~978~~020	$	~~782~~1,131	$	~~109~~107,~~225~~562
Income before income taxes		87,~~037~~233		2,~~252~~740		~~190~~375		10,~~479~~348
Capital expenditures		34,~~073~~986		-		-		34,~~073~~986
Depreciation and amortization		3,~~141~~152		8879		-		3,~~229~~231
Twenty-six weeks ended August 3, 2024
Thirty-nine weeks ended November 2, 2024
Net sales to external customers	$	~~211~~320,~~323~~826	$	1321,~~278~~858	$	13,~~927~~274	$	~~226~~345,~~528~~958
Income before income taxes		1927,~~106~~650		611,~~942~~323		~~526~~682		2639,~~574~~655
Capital expenditures		59,~~700~~571		-		-		59,~~700~~571
Depreciation and amortization		710,~~188~~822		~~106~~161		-		710,~~294~~983
Twenty-six weeks ended July 29, 2023
Thirty-nine weeks ended October 28, 2023
Net sales to external customers	$	~~215~~315,~~561~~972	$	1117,~~666~~686	$	23,~~048~~179	$	~~229~~336,~~275~~837
Income before income taxes		2331,~~992~~225		57,~~142~~882		~~698~~1,073		2940,~~832~~180
Capital expenditures		611,~~138~~124		-		-		611,~~138~~124
Depreciation and amortization		69,~~114~~266		~~195~~274		-		69,~~309~~540
Total Assets as of:
August 3, 2024	$	268,047	$	10,345	$	1,067	$	279,459
November 2, 2024	$	271,691	$	11,405	$	2,766	$	285,862
February 3, 2024		262,299		8,801		1,225		272,325
July 29, 2023		249,021		8,379		1,013		258,413
October 28, 2023		238,604		10,753		1,186		250,543

The Company’s reportable segments are primarily determined by the types of products and services that they offer. Each reportable segment may operate in many geographic areas. Revenues are recognized in the geographic areas based on the location of the customer or franchisee. The following schedule is a summary of the Company’s sales to external customers and long-lived assets by geographic area (in thousands):

North

America (1)

Europe (2)

Other (3)

Total

Thirteen weeks ended August 3, 2024

Thirteen weeks ended November 2, 2024

Net sales to external customers

96100,~~766~~835

1416,~~012~~080

12,~~020~~515

~~111~~119,~~798~~430

Thirteen weeks ended July 29, 2023

Thirteen weeks ended October 28, 2023

Net sales to external customers

9793,~~336~~431

1113,~~127~~037

~~762~~1,094

~~109~~107,~~225~~562

Twenty-six weeks ended August 3, 2024

Thirty-nine weeks ended November 2, 2024

Net sales to external customers

~~196~~297,~~217~~052

2844,~~461~~541

14,~~850~~365

~~226~~345,~~528~~958

Property and equipment, net

4950,~~436~~585

3,~~867~~913

5354,~~303~~498

Twenty-six weeks ended July 29, 2023

Thirty-nine weeks ended October 28, 2023

Net sales to external customers

~~204~~297,~~200~~631

2336,~~785~~822

12,~~290~~384

~~229~~336,~~275~~837

Property and equipment, net

4748,~~062~~631

3,~~373~~283

5051,~~435~~914

For purposes of this table only:

(1) North America includes corporately-managed locations in the United States and Canada.

(2) Europe includes corporately-managed locations in the U.K. and Ireland and sales to wholesale customers in Europe.

(3) Other includes franchise businesses outside of North America and Europe.

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12. Contingencies

In the normal course of business, the Company is subject to legal proceedings, government inquiries and claims, and other commercial disputes. If one or more of these matters has an unfavorable resolution, it is possible that the results of operations, liquidity or financial position of the Company could be materially affected in any particular period. The Company accrues a liability for these types of contingencies when it believes that it is both probable that a liability has been incurred and that it can reasonably estimate the amount of the loss. Gain contingencies are recorded when the underlying uncertainty has been settled.

Assessments made by the U.K. customs authority in 2012 were appealed by the Company, which has paid the disputed duty, strictly under protest, pending the outcome of the continuing dispute, and this is included in receivables, net in the DTC segment. The U.K. customs authority contested the Company's appeal. Rulings by the First Tier Tribunal in November 2019 and Upper Tribunal in March 2021 held that duty was due on some, but not all, of the products at issue. The Company petitioned the Court of Appeal for permission to appeal certain elements of the Upper Tribunal decision, and in early November 2021, a judge granted the Company's petition for permission to appeal those elements of the Upper Tribunal decision on some, but not all, of the grounds of appeal that the Company had put forward. An appeal was heard by the Court of Appeal during the first quarter of fiscal 2022, and the Court of Appeal dismissed the appeal in the third quarter of fiscal 2022. During the fourth quarter of fiscal 2022, the UK Supreme Court declined to hear the appeal. The Company is engaging with the customs authority to attempt to resolve all outstanding issues following the application of the determined principles. The case will return to the lower tribunal for a final ruling if outstanding issues cannot be resolved. The Company maintains a provision against the related receivable, based on a current evaluation of collectability, using the latest facts available in the dispute. As of ~~August~~November 32, 2024, the Company had a gross receivable balance of $4.79 million and a reserve of $3.14 million, leaving a net receivable of $1.65 million. The Company believes that the outcome of this dispute will not have a material adverse impact on the results of operations, liquidity, or financial position of the Company.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Cautionary Notice Regarding Forward-Looking Statements

The following Management’s Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements that involve risks and uncertainties, and we undertake no obligation to update these statements except as required by the federal securities laws. Our actual results may differ materially from the results discussed in the forward-looking statements. These risks and uncertainties include, without limitation, those detailed under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended February 3, 2024, as filed with the SEC, and include the following:

● any uncertainty or decline in general global economic conditions, caused by inflation, rising interest rates, geo-political conflicts, or other external factors, could lead to disproportionately reduced discretionary consumer spending and a corresponding reduction in demand for our products and have an adverse effect on our liquidity and profitability; ● consumer interests can change rapidly, and our success depends on the ongoing effectiveness of our marketing and online initiatives to build consumer affinity for our brand and drive consumer demand for our products and services; ● we depend upon the shopping malls and tourist locations in which our stores are located to attract guests. Continued or further volatility in retail consumer traffic could adversely affect our financial performance and profitability; ● our profitability could be adversely affected by fluctuations in petroleum products prices; ● our business may be adversely impacted at any time by a variety of significant competitive threats; ● global or regional health pandemics or epidemics could negatively impact our business, financial position and results of operations; ● if we are unable to generate interest in and demand for our interactive retail experience and products, including being able to identify and respond to consumer preferences in a timely manner, our sales, financial condition and profitability could be adversely affected; ● if we are unable to renew, renegotiate or replace our store leases or enter into leases for new stores on favorable terms, or if we violate any of the terms of our current leases, our revenue and profitability could be harmed; ● failure to successfully execute our omnichannel and brand expansion strategy and the cost of our investments in e-commerce and digital transformation may materially adversely affect our financial condition and profitability; ● we are subject to risks associated with technology and digital operations; ● we may not be able to evolve our store locations over time to align with market trends, successfully diversify our store formats and business models in accordance with our strategic goals or otherwise effectively manage our overall portfolio of stores which could adversely affect our ability to grow and could significantly harm our profitability; ● our company-owned distribution center that services the majority of our stores in North America and our third-party distribution center providers used in the western U.S. and Europe may be required to close and operations may experience disruptions or may operate inefficiently; ● we rely on a few global supply chain vendors to supply substantially all of our materials and merchandise, and significant price increases or any disruption in their ability to deliver materials and merchandise could harm our ability to source products and supply inventory to our stores; ● we may not be able to operate our international corporately-managed locations profitably; ● our merchandise is manufactured by foreign manufacturers and we transact business in various foreign countries, and the availability and costs of our products, as well as our product pricing, may be negatively affected by risks associated with international manufacturing and trade, ~~and~~ foreign currency fluctuations and tariffs; ● if we are unable to effectively manage our international partner-operated locations, attract new partners or if the laws relating to our international partners change, our growth and profitability could be adversely affected, and we could be exposed to additional liability;

● we are subject to a number of risks related to disruptions, failures or security breaches of our information technology infrastructure. If we improperly obtain or are unable to protect our data or violate privacy or security laws or expectations, we could be subject to liability as well as damage to our reputation; ● we may fail to renew, register or otherwise protect our trademarks or other intellectual property and have been sued by third parties for infringement or misappropriation of their proprietary rights, which could be costly, distract our management and personnel and result in the diminution in value of our trademarks and other important intellectual property; ● we may suffer negative publicity or be sued if the manufacturers of our merchandise or of Build-A-Bear branded merchandise sold by our licensees ship any products that do not meet current safety standards or production requirements or if such products are recalled or cause injuries; ● we may suffer negative publicity or be sued if the manufacturers of our merchandise violate labor laws or engage in practices that consumers believe are unethical; ● we may suffer negative publicity or a decrease in sales or profitability if the products from other companies that we sell in our stores do not meet our quality standards or fail to achieve our sales expectations; ● we may suffer negative publicity and damage to our reputation if we do not continue to evolve environmental, social, and governance initiatives in a timely manner; ● fluctuations in our quarterly results of operations could cause the price of our common stock to substantially decline; ● fluctuations in our operating results could reduce our cash flow, or trigger restrictions under our credit agreement, cause us to be unable to repurchase shares at all, at the times or in the amounts we desire, cause the results of our share repurchase program ~~may~~to not be as beneficial as we would like, or cause us to discontinue our quarterly dividend program; ● our relatively low market capitalization can cause the market price of our common stock to become volatile; ● our certificate of incorporation and bylaws and Delaware law contain provisions that may prevent or frustrate attempts to replace or remove our current management by our stockholders, even if such replacement or removal may be in our stockholders’ best interests; ● we may not be able to operate successfully if we lose key personnel, are unable to hire qualified additional personnel, or experience turnover of our management team; ● we may be unsuccessful in acquiring businesses or engaging in other strategic transactions, which may negatively affect our financial condition and profitability.

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Business Overview

Build-A-Bear Workshop, Inc. a Delaware corporation, was formed in 1997 as a mall-based, experiential specialty retailer. Build-A-Bear has evolved to become a beloved multi-generational brand focused on its mission to “add a little more heart to life” where guests of all ages make their own “furry friends” in celebration and commemoration of life moments. Guests create their own stuffed animals by participating in the stuffing, dressing, accessorizing, and naming of their own teddy bears and other plush toys based on the Company’s own intellectual property and in conjunction with a variety of best-in-class licenses. The hands-on and interactive nature of our more than 500 company-owned, partner-operated and franchise experience locations around the world, combined with Build-A-Bear’s pop-culture appeal, often fosters a lasting and emotional brand connection with consumers, and has enabled the Company to expand beyond its retail stores to include e-commerce sales on www.buildabear.com and non-plush branded consumer categories via out-bound licensing agreements with leading manufacturers, as well as the creation of engaging content via Build-A-Bear Entertainment (a subsidiary of Build-A-Bear Workshop, Inc.). Over the last 27 years, Build-A-Bear has become a brand with high consumer awareness, positive affinity, and strong retail influence by leveraging our brand strength to grow our brick-and-mortar retail footprint beyond traditional malls through a range of store sizes, formats and locations including tourist destinations. We are also growing through our websites, which focus on gift-giving, collectible merchandise, and licensed products. In addition to growing our corporately-managed store and e-commerce footprint, we are also growing through third-party operated and franchised stores, particularly for our international expansion. Our ongoing digital transformation, which touches our e-commerce business, consumer loyalty program and digital marketing and content, has led to omni-channel growth over the past several years. Build-A-Bear's pop-culture appeal has played a key role in growing our total addressable market beyond children by adding teens and adults with entertainment and sports licensing, collectible and gifting offerings, as well as by introducing new products and adding categories beyond plush.

We primarily operate through a vertical retail channel with corporately-managed stores that feature a unique combination of experience and product in which guests can “make their own stuffed animals.” We also operate e-commerce sites that focus on gift-giving, collectible merchandise and licensed products that appeal to consumers that have an affinity for characters from a range of entertainment, sports, art, and gaming properties. Our retail stores also act as mini distribution centers that provide efficient omnichannel support for our growing digital demand. The primary consumer target for our brick-and-mortar locations is families with children, while our e-commerce sites focus on collectors and gift givers that are primarily tweens, teens and adults. Additionally, we offer products in non-plush consumer categories via outbound licensing agreements with leading manufacturers.

Our strategy includes leveraging our brand strength to continue to strategically evolve our brick-and-mortar retail footprint beyond traditional malls with a versatile range of formats and locations including tourist destinations, expand into international markets primarily via our partner-operated and franchise store models, and grow our e-commerce business. By leveraging our brand strength and owned intellectual properties through the creation of engaging short-form and long-form content for kids and adults, we endeavor to develop a circle of continuous engagement to increase purchase occasions and to continue to broaden the consumer base beyond children by adding tweens, teens and adults with entertainment and sports licensing, plus collectible and gifting offerings.

As of ~~August~~November 32, 2024, we had ~~361~~362 corporately-managed stores globally and 64 seasonal locations, ~~107~~123 partner-operated locations operating through our "third-party retail" model in which we sell our products on a wholesale basis to other companies that execute our retail experience, and 80 international franchised stores, all under the Build-A-Bear Workshop brand. In addition to these stores, we sell products on our company-owned e-commerce sites and third-party marketplace sites, our franchisees sell products through sites that they manage as well as other third-party marketplace sites and other parties sell products on their sites under wholesale agreements.

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

	•	Direct-to-Consumer (“DTC”) – Corporately-managed retail stores located in the U.S., Canada, the U.K., and Ireland and two e-commerce sites;
	•	Commercial – Transactions with other businesses, mainly comprised of wholesale product sales to third-party retailers and licensing our intellectual property, including entertainment properties, for third-party use; and
	•	International franchising – Royalties as well as products and fixtures sales from other international operations under franchise agreements.

Selected financial data attributable to each segment for the thirteen and ~~twenty~~thirty-~~six~~nine weeks ended ~~August~~November 32, 2024 and ~~July~~October 2928, 2023 are set forth in the notes to our condensed consolidated financial statements included elsewhere in this Quarterly Report on Form 10-Q.

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Business Update

Build-A-Bear Workshop offers interactive entertainment experiences via both physical and e-commerce engagement, targeting a range of consumer segments and purchasing occasions through digitally-driven, diversified omnichannel capabilities. We operate a vertical retail channel with stores that feature a unique combination of experience and product in which guests can "make their own stuffed animals" by participating in the stuffing, dressing, accessorizing, and naming of their teddy bears and other stuffed animals. We also operate e-commerce sites that focus on gift-giving, collectible merchandise and licensed products that appeal to consumers that have an affinity for characters from a range of licensed properties. Over the last 27 years, Build-A-Bear has become a brand with high consumer awareness and positive affinity. We believe there are opportunities to leverage this brand strength, pop-culture status and multi-generational appeal and generate incremental revenue and profits through licensing our intellectual properties through content and entertainment development for kids and adults while also offering products at wholesale and in non-plush consumer categories through outbound licensing agreements with leading manufacturers.

We seek to provide outstanding guest service and experiences across all channels and touch points including our retail locations, our e-commerce sites, our mobile sites and apps as well as traditional, digital and social media. We believe the hands-on and interactive nature of our experience locations, our personal service model and engaging digital shopping experiences result in guests forming an emotional connection with our brand which has multi-generational appeal that captures today’s zeitgeist including desire for engaging experiences, personalization and “DIY” while being recognized as trusted, giving, and a part of pop culture.

We believe that the initiatives and investments that were put in place prior to the pandemic, and in many cases, we accelerated during the pandemic, are driving improved results, as we delivered growth in total revenues and profit in fiscal 2023. To continue to drive revenue and profit growth, we remain focused on our strategic priorities, which are centered primarily on three key areas:

• The global expansion of our unique experience locations. During the first ~~half~~thirty-nine weeks of fiscal 2024, we opened a net 2340 Build-A-Bear Workshop retail experience locations, through a combination of corporately-managed, third-party operated, and franchise business models. In fiscal 2024, we expect net new unit growth of at least 5065 locations in North America and internationally through our three store business models. We have made a concerted effort to shift to non-traditional locations, including family-centric tourist and hospitality sites, as well as partner-operated and franchise locations, and now have more than a third of total stores in non-traditional settings. While tourist sites have been and will remain a critical part of our location expansion strategy, recent research data supports our opportunity to reengage in profitable expansion in traditional locations on a more localized level, particularly given the numerous and flexible corporate store models we have developed in the past few years. We also continue to develop innovative experiences to expand our brand reach, including Build-A-Bear vending machines, also known as ATMs or automatic teddy machines. • Accelerate our comprehensive digital transformation. In addition to growing our e-commerce channel, this includes our marketing and loyalty programs, including our Count Your Candles offer, and content and entertainment initiatives, such as our first-ever animated theatrical film in 2023 “Glisten and the Merry Mission.” Our digital transformation is designed to elevate our business efficiency, integrate our customer communications to acquire new customers and increase purchase occasions, and expand our total addressable market by reaching beyond our core kid base and to continue to acquire new tween, teen and adult consumers by new offerings including gifting and personalization programs. ~~Our 2023 e-commerce sales, inclusive of softness during the year, have tripled since 2018, which was prior to the implementation of key digital initiatives.~~ In ~~early~~September 2024, we created a new position of Chief ~~Customer~~Revenue ~~& Digital~~ Officer to further align our operating structure with our digital strategy. • Drive profitable growth through investment initiatives while maintaining a commitment to return capital to shareholders. As corporate store operating margins have remained robust from higher levels of revenue combined with disciplined expense management, particularly considering recent inflationary pressures, wage increases and supply chain challenges, and as we continue to evolve our real estate portfolio with new locations and formats, plus shift to asset-light business models, the company’s cash flows have meaningfully improved. This higher-level of cash flows has been used to increase support for key initiatives to deliver long-term profitable growth, while also returning capital to shareholders through dividends and share repurchases. The Company returned capital to shareholders through two special dividends paid December 27, 2021, and April 6, 2023, totaling $42 million, through share repurchases from a $25 million stock repurchase program that was adopted in November 2021, through a $50 million stock repurchase program announced in August 2022, and through a ~~new~~ Board-approved $100 million stock repurchase program announced in September 2024. Furthermore, the Company announced the initiation of a quarterly dividend program on March 13, 2024, and during the first, second and ~~second~~third quarters of fiscal 2024, the Company declared cash dividends of $0.20 per share, totaling $2.9 million, $2.7 million and $2.7 million, respectively. Additionally, the Board of Directors declared a quarterly cash dividend of $0.20 per share on the issued and outstanding common stock of the company, which will be paid on ~~October~~January 109, ~~2024~~2025, to all stockholders of record as of ~~September~~November 2627, 2024.

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Retail Stores:

Corporately-Managed Locations:

The table below sets forth the number of Build-A-Bear Workshop corporately-managed stores in North America and Europe for the periods presented:

	Twenty-six weeks ended
	Thirty-nine weeks ended
	August 3, 2024									July 29, 2023
	November 2, 2024									October 28, 2023
	North America			Europe			Total			North America		Europe			Total
Beginning of period		320			39			359			312		3738			~~349~~350
Opened		48			1			59			26		-1			27
Closed		(34	)		-(2	)		(36	)		-		-(1	)		-(1	)
End of period		~~321~~324			4038			~~361~~362			~~314~~318		3738			~~351~~356

As of ~~August~~November 32, 2024, 4751% of our corporately-managed stores were in an updated Discovery format. We also expect to close certain stores in accordance with natural lease events as an ongoing part of our real estate management and day-to-day operational plans. The future of our retail store fleet may include expansion into more non-traditional locations, including concourse format shops and by expansion in other locations outside of traditional malls.

Third-Party Retail Locations:

The number of third-party retail locations opened and closed for the periods presented below is summarized as follows:

	Twenty-six weeks ended
	Thirty-nine weeks ended
	August 3, 2024			July 29, 2023
	November 2, 2024			October 28, 2023
Beginning of period		92			70
Opened		1532			615
Closed		-(1	)		-
End of period		~~107~~123			7685

Through our third-party retail model, there were ~~107~~123 stores in operation at the end of the ~~second~~third quarter of 2024 with relationships that included Carnival Cruise Line, Great Wolf Lodge Resorts, Landry's and Girl Scouts of the USA. The third-party retail model is capital light for us, with the partner company building out and operating the workshops including providing the real estate location and covering the cost of labor and inventory, which is purchased from us on a wholesale basis. These locations are heavily- weighted to the hospitality industry, which allow us to further advance our focus on experience location expansion in non-traditional and tourist areas, as well as shop-in-shop arrangements within other retailers’ stores.

International Franchise Stores:

Our first franchisee location was opened in November 2003. All franchised stores have similar signage, store layout, merchandise characteristics and guest experience as our corporately-managed stores. As of ~~August~~November 32, 2024, we had 5 master franchise agreements, which typically grant franchise rights for a particular country or group of countries, covering an aggregate of 8 countries.

The number of franchised stores opened and closed for the periods presented below are summarized as follows:

	Twenty-six weeks ended
	Thirty-nine weeks ended
	August 3, 2024		July 29, 2023
	November 2, 2024		October 28, 2023
Beginning of period		74		6368
Opened		6		18
Closed		-		-(6	)
End of period		80		6470

In the ordinary course of business, we anticipate signing additional master franchise agreements in the future and terminating other such agreements. We source fixtures and other supplies for our franchisees from China which significantly reduces the capital and lowers the expenses required to open franchises. We are leveraging new formats that have been developed for our corporately-managed locations such as concourses and shop-in-shops with our franchisees.

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Results of Operations

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

BUILD-A-BEAR WORKSHOP, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

	Thirteen weeks ended						~~Twenty~~Thirty-~~six~~nine weeks ended
	August 3,			July 29,			August 3,			July 29,
	November 2,			October 28,			November 2,			October 28,
	2024			2023			2024			2023
Revenues:
Net retail sales		9291.57	%		9493.73	%		9392.37	%		9493.08	%
Commercial revenue		67.52			45.6			56.93			5.13
International franchising		01.91			01.71			01.80			0.9
Total revenues		100.0			100.0			100.0			100.0
Costs and expenses:
Cost of merchandise sold - retail (1)		4645.08			4647.14			45.9			4546.73
Cost of merchandise sold - commercial (1)		4142.28			4844.74			4142.71			4947.68
Cost of merchandise sold - international franchising (1)		5874.56			5862.12			6368.93			6564.32
Total cost of merchandise sold		45.89			4647.3			45.8			46.15
Consolidated gross profit		54.21			5352.5			54.2			53.95
Selling, general and administrative		4443.03			4443.23			42.79			41.07
Interest (income) expense, net		(0.2	)		(0.2	)		(0.3	)		(0.1	)
Interest income, net		(0.1	)		(0.3	)		(0.2	)		(0.2	)
Income before income taxes		1011.30			9.6			11.75			1311.09
Income tax expense		2.57			2.06			2.8			32.09
Net income		78.93			7.61			8.97			109.01
Retail Gross Margin (2)		54.02	%		5352.96	%		54.1	%		5453.37	%

(1)	Cost of merchandise sold – retail is expressed as a percentage of net retail sales. Cost of merchandise sold – commercial is expressed as a percentage of commercial revenue. Cost of merchandise sold – international franchising is expressed as a percentage of international franchising revenue.
(2)	Retail gross margin represents net retail sales less cost of merchandise sold - retail; retail gross margin percentage represents retail gross margin divided by net retail sales.

Thirteen weeks ended ~~August~~November 32, 2024 compared to thirteen weeks ended ~~July~~October 2928, 2023

Total revenues. Consolidated revenues increased 211.40%, primarily driven by a $9.1 million or 9.1% increase in Net Retail sales and a $2.36 million or 4743% increase in Commercial revenue when compared to ~~fiscal~~the ~~second~~third fiscal quarter of 2023. The increase in net retail sales was driven primarily by growth at existing stores. The increased commercial revenue was due to higher sales from our wholesale customers that was driven by new wholesale customers and opening 31 38 third-party retail stores since the ~~second~~third quarter of 2023.

Net retail sales for the thirteen weeks ended ~~August~~November 32, 2024 were $~~103~~109.5 million, compared to $~~103~~100.54 million for the thirteen weeks ended ~~July~~October 2928, 2023. The components of the ~~similar~~ improved performance are as follows (dollars in thousands):

	Thirteen weeks ended
	August 3, 2024
	November 2, 2024
Impact from:
Digital sales	$	(3,488	)
Existing stores	$	8,832
53rd week shift		1,812
New stores		1,981
New stores		1,804
53rd week shift		(1,729	)
Gift card discounts		372
Foreign currency translation		615
Store closures		(~~366~~531	)
Existing stores		(141	)
Digital sales		(236	)
Gift card breakage		(26	)
Gift card discounts		199
Foreign currency translation		(19	)
Gift card breakage		191
Other		43(230	)
Total Change	$	~~(10~~9,092	)

The ~~flat~~ higher retail revenue performance was primarily the result of ~~a decline~~an inincrease ~~web~~at ~~demand~~existing ~~offset~~stores ~~by sales from~~ and new stores ~~and~~partially offset by the impact of the calendar shift (53rd week shift)~~. Thus far in third quarter~~, ~~web~~the ~~demand~~effect ~~has~~of ~~improved~~store ~~due~~closures ~~a stronger product launch schedule~~ and ~~improved~~a ~~organic~~decline ~~search~~in ~~results,~~web ~~as well as improved store performance driven by higher store conversion~~demand.

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Commercial revenue was $78.36 million for the thirteen weeks ended ~~August~~November 32, 2024 compared to $56.0 million for the thirteen weeks ended ~~July~~October 2928, 2023. The $2.36 million increase is primarily due to increased sales volume from our wholesale accounts through our partner-operated third-party retail model.

International franchising revenue was $1.03 million for the thirteen weeks ended ~~August~~November 32, 2024 compared to $01.81 million for the thirteen weeks ended ~~July~~October 2928, 2023. The change is primarily the result of the timing of product shipments.

Retail gross margin. Retail gross margin dollars increased $06.15 million to $5559.84 million from $5552.79 million for the thirteen weeks ended ~~July~~October 2928, 2023. The retail gross margin rate increased 10160 basis points compared to the prior year ~~primarily~~ driven by lower merchandise, ~~and~~ freight ~~costs~~and ~~offset by an increase in~~ occupancy costs compared to the third quarter of fiscal 2023 ~~second quarter~~.

Selling, general and administrative. SG&A expenses were $4951.27 million, or 4443.03% of consolidated revenue, for the thirteen weeks ended ~~August~~November 32, 2024, compared to $4846.36 million, or 4443.23% of consolidated revenue, for the thirteen weeks ended ~~July~~October 2928, 2023. The ~~increase~~consistent inperformance ~~overall~~as ~~expense~~a percentage of revenue was driven by lower expenses for advertising and information technology costs offset by higher wage rates, ~~expense~~increased ~~timing~~healthcare costs and general inflationary pressures.

Interest income, net. Interest income was $~~188,000~~0.1 million for the thirteen weeks ended ~~August~~November 32, 2024 compared to interest income of $~~167,000~~0.3 million for the thirteen weeks ended ~~July~~October 2928, 2023. ~~The increase in interest income compared to the prior year is the result of the Company's cash management strategy to invest cash on-hand in short-term, highly liquid investments.~~

Provision for income taxes. Income tax expense was $23.82 million with a tax rate of 2324.85% for the thirteen weeks ended ~~August~~November 32, 2024, as compared to income tax expense of $2.18 million with a tax rate of 20 26.47% for the thirteen weeks ended ~~July~~October 2928, 2023. In the ~~second~~third quarter of fiscal 2024 and 2023, the effective tax rate differed from the statutory rate of 21% primarily due to state income tax expense. In the fourth quarter of fiscal 2023, the Company reversed the valuation allowance on deferred tax assets expected to be realized in the U.K. The Company remains in a full valuation in certain other foreign jurisdictions.

~~Twenty~~Thirty-~~six~~nine weeks ended ~~August~~November 32, 2024 compared to ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 2928, 2023

Total revenues. Consolidated revenues ~~decreased~~increased 1.2.7%, primarily driven by a ~~3.9%~~ ~~decrease~~24% increase in ~~North~~commercial ~~America~~revenue and ~~partially offset by~~ a 19 1.75% increase in ~~Europe. Although~~net aretail decline was expected as a result of economic uncertainty and business volatility from our ongoing marketing and website transitions, the impacts were greater than expected, with web demand (online orders fulfilled from either the Company’s warehouse or its stores) being a significant contributor to our total revenue declinesales. ~~Additionally, the decrease also resulted from the expected negative timing due to the calendar shift (53rd week shift).~~

Net retail sales for the ~~twenty~~thirty-~~six~~nine weeks ended ~~August~~November 32, 2024 were $~~211~~320.38 million, compared to $~~215~~316.60 million for the ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 2928, 2023, aan increase ~~decrease~~ of $4.29 million, or 21.05%, compared to the prior year period. The components of this ~~decrease~~increase are as follows (dollars in thousands):

	Twenty-six weeks ended
	Thirty-nine weeks ended
	August 3, 2024
	November 2, 2024
Impact from:
Digital sales	$	(5,919	)
Existing stores	$	6,838
New stores		3,301
Digital sales		(6,155	)
Existing stores		(1,994	)
New stores		5,282
Gift card discounts		777
53rd week shift		(1,984	)
Store closures		(~~716~~1,247	)
53rd week shift		(255	)
Foreign currency translation		987
Gift card breakage		171
Gift card discounts		984
Foreign currency translation		372
Gift card breakage		362
Other		25(213	)
Total Change	$	(4,~~238~~854	)

The increase in net retail ~~revenue~~sales ~~decrease~~ was primarily the result of ~~a decline~~ inhigher ~~web demand, decreased~~ sales ~~through~~at existing stores and ~~closed~~new stores, aspartially ~~well~~offset asby ~~the~~a decline ~~expected~~in ~~negative~~web ~~timing~~demand, the ~~due~~impact toof the ~~calendar shift (~~53rd week shift~~). Additionally,~~ ~~we experience small declines in both traffic~~ and ~~dollars per transaction impacting retail revenue for~~ the ~~fiscal~~effect ~~2024 first~~of ~~half. Thus far in third quarter, web demand has improved due a stronger product launch schedule and improved organic search results, as well as improved~~ store ~~performance driven by higher store conversion~~closures.

Commercial revenue was $1321.39 million for the ~~twenty~~thirty-~~six~~nine weeks ended ~~August~~November 32, 2024 compared to $1117.7 million for the ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 2928, 2023. The $14.62 million increase is primarily the result of ~~timing~~the ofadding ~~product~~new ~~shipments to~~ wholesale customers ~~compared~~as topart ~~the~~of ~~same~~our ~~period~~third-party ~~prior~~retail ~~year~~model.

International franchising revenue was $13.93 million for the ~~twenty~~thirty-~~six~~nine weeks ended ~~August~~November 32, 2024 compared to $23.02 million for the ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 2928, 2023. The change is primarily the result of the timing of product shipments.

Retail gross margin. Retail gross margin dollars ~~decreased~~for the $thirty-nine weeks ended November 2, 2024, increased $3.69 million to $~~114~~173.37 million from $~~116~~169.98 million for the ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 2928, 2023. The retail gross margin rate ~~decreased~~increase of 2040 basis points ~~compared~~from to the prior year ~~primarily~~was driven by ~~higher~~lower ~~occupancy~~merchandise costs partially offset by ~~a decrease~~increased inoccupancy, ~~merchandise and~~ warehousing and distribution costs compared to the ~~fiscal~~first ~~2023~~three ~~first~~quarters ~~half~~of fiscal 2023.

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Selling, general and administrative. SG&A expenses were $96148.84 million, or 42.79% of consolidated revenue, for the ~~twenty~~thirty-~~six~~nine weeks ended ~~August~~November 32, 2024, compared to $94140.05 million, or 41.07% of consolidated revenue, for the ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 2928, 2023. The increase in overall expense was driven by higher wage rates, expense timing and general inflationary pressures.

Interest income, net. Interest income was $~~614,000~~0.7 million for the ~~twenty~~thirty-~~six~~nine weeks ended ~~August~~November 32, 2024 compared to interest income of $~~243,000~~0.5 million for the ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 2928, 2023. The increase in interest income compared to the prior year is the result of the Company's cash management strategy to invest cash on-hand in short-term, highly liquid investments.

Provision for income taxes. Income tax expense was $69.35 million with a tax rate of 24.01% for the ~~twenty~~thirty-~~six~~nine weeks ended ~~August~~ 3November 2, 2024, as compared to $6.9.6 million with a tax rate of 2324.10% for the ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 2928, 2023. In the first ~~half~~thirty-nine weeks of fiscal 2024 and 2023, the effective tax rate differed from the statutory rate of 21% primarily due to state income tax expense partially offset by the tax impact of equity awards vesting. In the fourth quarter of fiscal 2023, the Company reversed the valuation allowance on deferred tax assets expected to be realized in the U.K. The Company remains in a full valuation in certain other foreign jurisdictions.

Earnings before Interest, Taxes, Depreciation, and Amortization

We believe that earnings before interest, taxes, depreciation, and amortization ("EBITDA") provides meaningful information about our operational efficiency by excluding the impact of differences in tax jurisdictions and structures, debt levels, and capital investment. Additionally, this measure is the metric used for portions of the Company's incentive compensation structure. This measure is not in accordance with, or an alternative to, GAAP. The most comparable GAAP measure is income before income taxes, or pre-tax income. EBITDA should not be considered in isolation or as a substitution for analysis of our results as reported in accordance with GAAP. Other companies may calculate EBIT and EBITDA differently, limiting the usefulness of the measures for comparisons with other companies. The following table sets forth, for the periods indicated, the components of EBITDA (dollars in millions):

Thirteen weeks ended

~~Twenty~~Thirty-~~six~~nine weeks ended

August 3, 2024

July 29, 2023

August 3, 2024

July 29, 2023

November 2, 2024

October 28, 2023

November 2, 2024

October 28, 2023

Income before income taxes (pre-tax)

1113,~~545~~081

10,~~479~~348

2639,~~574~~655

2940,~~832~~180

Interest income, net

(~~188~~109

)

(~~167~~281

)

(~~614~~723

)

(~~243~~524

)

Depreciation and amortization expense

3,~~636~~688

3,~~229~~231

710,~~294~~983

69,~~309~~540

Earnings before interest, taxes, depreciation, and amortization

1416,~~993~~660

13,~~541~~298

3349,~~254~~915

3549,~~898~~196

EBITDA for the thirteen weeks ended ~~August~~November 32, 2024 increased $13.54 million, or 1025.73% to $1516.07 million from $13.53 million for the thirteen weeks ended ~~July~~October 2928, 2023. The increase was driven by gross profit driven by increased retail and commercial margins partially offset by higher SG&A expenses.

EBITDA for the ~~twenty~~thirty-~~six~~nine weeks ended ~~August~~November 32, 2024, ~~decreased~~increased $20.67 million, or 71.45%, to $3349.39 million from $3549.92 million for the ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 2928, 2023. The ~~decrease~~increase in EBITDA was driven by anretail ~~increase~~and incommercial ~~SG&A~~margins ~~expenses~~partially ~~due~~offset toby higher ~~wages,~~SG&A ~~expense timing, and general inflationary pressures coupled with a decrease in retail gross margin~~expenses.

Seasonality and Quarterly Results

Our operating results for one period may not be indicative of results for other periods, and may fluctuate significantly because of a variety of factors, including, but not limited to: (1) changes in general economic conditions (including as a result of the pandemic) and consumer spending patterns; (2) changes in store operations in response to the pandemic apart from its effect on the general economy, including temporary store closures required by local governments; (3) increases or decreases in our existing store and e-commerce sales; (4) fluctuations in the profitability of our stores; (5) the timing and frequency of the sales of licensed products tied to major theatrical releases (including the cancellation or delay of such releases due to the pandemic or other external factors) and our marketing initiatives, including national media and other public relations events; (6) changes in foreign currency exchange rates; (7) the timing of new store openings, closings, relocations and remodeling and related expenses; (8) changes in consumer preferences; (9) the effectiveness of our inventory management; (10) the actions of our competitors or mall anchors and co-tenants; (11) seasonal shopping patterns and holiday and vacation schedules; (12) disruptions in store operations due to civil unrest; and (13) weather conditions.

The timing of store closures, relocations, remodels, openings and re-openings may result in fluctuations in quarterly results based on the revenues and expenses associated with each store location. Expenses related to store closings are typically incurred in stages: when the decision is made to close the store typically associated with a lease event such as an expiration or lease triggered clause; when the closure is communicated to store associates; and at the time of closure. We typically incur most preopening costs for a new store in the three months immediately preceding the store’s opening.

Because our retail operations include toy products which have sales that historically peak in relation to the holiday season as part of our revenue model, our sales have historically been highest in our fourth quarter. The timing of holidays and school vacations can impact our quarterly results. We cannot provide assurance that this will continue to be the case. In addition, for accounting purposes, the quarters of each fiscal year consist of 13 weeks, although we will have a 14-week quarter approximately once every six years. For example, the 2023 fiscal fourth quarter was 14 weeks.

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Liquidity and Capital Resources

As of ~~August~~November 32, 2024, we had a consolidated cash balance of $2529.20 million, 8379% of which was domiciled within the U.S. Historically, our cash requirements have been primarily for the relocation and remodeling of existing stores in our new design, opening of new stores, investments in information technology infrastructure and working capital. Over the past several years, we have met these requirements through capital generated from cash flow provided by operations. Additionally, during 2024 we have used cash on-hand to invest in short-term, highly liquid investments with original maturities of three months or less resulting in interest income of $0.6 7 million during the ~~thirteen~~ thirty-nine weeks ended ~~August~~November 32, 2024.

A summary of our operating, investing and financing activities is shown in the following table (dollars in thousands):

	Twenty-six weeks ended
	Thirty-nine weeks ended
	August 3,			July 29,
	November 2,			October 28,
	2024			2023
Net cash provided by operating activities	$	1227,~~413~~576		$	3132,~~813~~740
Net cash used in investing activities		(59,~~700~~571	)		(611,~~138~~124	)
Net cash used in financing activities		(2533,~~867~~386	)		(3539,~~269~~134	)
Effect of exchange rates on cash		~~(10~~9	)		38120
Decrease in cash, cash equivalents, and restricted cash	$	(1915,~~164~~372	)	$	(917,~~556~~398	)

Operating Activities. Cash provided by operating activities decreased $195.42 million for the ~~twenty~~thirty-~~six~~nine weeks ended ~~August~~November 32, 2024, as compared to the ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 2928, 2023. This decrease in cash from operating activities was primarily driven by ~~decreased~~increased ~~sales~~cash ~~volume,~~spent on ~~resulting~~inventory purchases in ~~lower~~anticipation ~~net~~of ~~income,~~the ~~coupled~~uncertainty ~~with~~in ancost ~~increase~~due into ~~cash~~potential ~~spent~~tariffs onand ~~inventory~~higher ~~purchases~~accounts receivable resulting from higher commercial revenue offset by increases in payables and accrued expenses.

Investing Activities. Cash used in investing activities decreased $01.46 million for the ~~thirteen~~thirty-nine weeks ended ~~August~~November 32, 2024, as compared to the ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 2928, 2023. This decrease in cash used in investing activities was primarily driven by lower spending on capital expenditures ~~related to information technology projects~~.

Financing Activities. Cash used in financing activities decreased $95.47 million for the ~~twenty~~thirty-~~six~~nine weeks ended ~~August~~November 32, 2024, as compared to the ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 2928, 2023. This decrease in cash used in financing activities was driven primarily by the payment in 2023 fiscal first quarter of a special cash dividend of $22.1 million compared to quarterly dividends of $2.9 million, $2.7 million and $2.97 million paid respectively in the ~~fiscal~~ first, second and ~~second~~third fiscal quarters of 2024. This was partially offset by an increase in repurchases of our common stock during the ~~twenty~~thirty-~~six~~nine weeks ended ~~August~~November 32, 2024.

Capital Resources: We have a revolving credit and security agreement with PNC Bank, as agent, that provides for a secured revolving loan in aggregate principal of up to $25.0 million, subject to a borrowing base formula. As of ~~August~~November 32, 2024, borrowings under the agreement would bear interest at (a) a base rate determined under the agreement, or (b) the borrower's option, at a rate based on SOFR, plus in either case a margin based on average undrawn availability as determined in accordance with the agreement. As of ~~August~~November 32, 2024, our borrowing base was $25.0 million. As a result of a $250,000 letter of credit outstanding against the line of credit, approximately $24.7 million was available for borrowing as of ~~August~~November 32, 2024. We had no outstanding borrowings as of ~~August~~November 32, 2024.

Most of our corporately-managed retail stores are located within shopping malls and all are operated under leases classified as operating leases. Our leases in North America tend to be shorter term leases to provide flexibility in aligning stores with market trends. During fiscal 2023 and into fiscal 2024, lease extensions began to have longer terms as we have secured longer contracts with more favorable terms. Our leases typically require us to pay personal property taxes, our pro rata share of real property taxes of the shopping mall, our own utilities, repairs and maintenance in our store, a pro rata share of the malls’ common area maintenance and, in some instances, merchant association fees and media fund contributions. Many leases contain incentives to help defray the cost of construction of a new store. Typically, a portion of the incentive must be repaid to the landlord if we choose to terminate the lease prior to its contracted term. In addition, some of these leases contain various restrictions relating to change in control of our company. Our leases also subject us to risks relating to compliance with changing mall rules and the exercise of discretion by our landlords on various matters, including rights of termination in some cases. Rents are invoiced monthly and paid in advance.

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

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Capital spending through the ~~twenty~~thirty-~~six~~nine weeks ended ~~August~~November 32, 2024 totaled $59.76 million for information technology projects and new store openings, and we expect to spend approximately $18 to $20 million on capital expenditures in fiscal 2024.

Total inventory at quarter end was $6770.08 million, an increase of $0.6.3 million or 110% from the end of the fiscal 2023 ~~second~~third quarter. We accelerated the acquisition of our core products in anticipation of the uncertainty in cost due to potential tariffs. We are comfortable with the level and composition of our inventory.

We have various contractual or other obligations, including operating lease commitments and obligations under deferred compensation plans. As of ~~August~~November 32, 2024, we had purchase obligations totaling approximately $~~103~~99.37 million, of which $3029.20 million are due in the next 12 months. We believe our operating cash flows are sufficient to meet our material cash requirements for at least the next 12 months.

We utilized $1823.20 million in cash to repurchase ~~685~~832,~~027~~ 944 shares during the ~~twenty~~thirty-~~six~~nine weeks ended ~~August~~November 32, 2024, compared to using $1115.12 million in cash to repurchase ~~526~~672,~~706~~734 shares during the ~~twenty~~thirty-~~six~~nine weeks ended ~~July~~October 2928, 2023. Since the end of the ~~second~~ third fiscal quarter, we utilized $2.0.2 million in cash to repurchase 735,~~274~~288 shares leaving $597.90 millionavailable under the ~~August~~September ~~2022~~2024 Stock Repurchase Program.

On September 11, 2024, we announced that our Board of Directors terminated the August 2022 Stock Repurchase Program and authorized a new share repurchase program of up to $100 million. The primary source of funding for the share repurchase program is expected to be cash on hand. The timing and amount of share repurchases, if any, will depend on price, market conditions, applicable regulatory requirements, and other factors. The program authorizes us to repurchase shares through September 30, 2028, 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 will be subsequently retired. We believe that the multi-year, multi-million dollar share buy-back program is reflective of the strong confidence that the Board of Directors has in the future of the Company.

Off-Balance Sheet Arrangements

None.

Inflation

Global inflation is well above recent levels and global interest rates have risen in an effort to curb inflation. The impact of inflation on the Company's business operations was seen throughout fiscal 2023 and continued to adversely affect our business in fiscal 2024, mainly through rising store labor costs. However, we continue to take mitigating actions, such as select strategic price increases on highly sought-after products and leveraging distribution costs. We expect the inflationary pressures experienced thus far in fiscal 2024 to continue throughout the rest of fiscal 2024, specifically through wage increases. We continue to monitor the impact of inflation on our business operations on an ongoing basis and may need to adjust our prices further to mitigate the impacts of changes to the rate of inflation during 2024 or in future years. Future volatility of general price inflation and the impact of inflation on costs and availability of materials, costs for shipping and warehousing and other operational overhead could adversely affect our financial results. Inflationary pressures may be exacerbated by higher transportation costs due to war and other geopolitical conflicts, such as the current Russia-Ukraine conflict, tension between China and Taiwan, and the Israel-Hamas conflict. We cannot provide an estimate or range of impact that such inflation may have on our future results of operations. However, if we are unable to recover the impact of these costs through price increases to our guests, or if consumer spending decreases as a result of inflation, our business, results of operations, financial condition and cash flows may be adversely affected. In addition, ongoing inflation in product costs may result in lower gross margin rates if we elect to maintain higher inventory reserves to mitigate anticipated higher costs.

Critical Accounting Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the appropriate application of certain accounting policies, which require us to make estimates and assumptions about future events and their impact on amounts reported in our financial statements and related notes. Since future events and their impact cannot be determined with certainty, the actual results will inevitably differ from our estimates. Such differences could be material to the financial statements.

We believe our application of accounting policies, and the estimates inherently required therein, are reasonable. These accounting policies and estimates, including those related to long-lived assets, leases, revenue recognition and income taxes, are reevaluated on an ongoing basis, and adjustments are made when facts and circumstances dictate a change.

Historically, we have found our application of accounting policies to be appropriate, and actual results have not differed materially from those determined using necessary estimates. Our critical accounting policies and estimates are discussed in and should be read in conjunction with our Annual Report on Form 10-K for the year ended February 3, 2024 as filed with the SEC on April 18, 2024, which includes audited consolidated financial statements for our 2023 and 2022 fiscal years. There have been no material changes to the critical accounting estimates disclosed in the 2023 Form 10-K.

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Recent Accounting Pronouncements

See Note 1 to the Condensed Consolidated Financial Statements — Basis of Presentation — Recent Accounting Pronouncements – Adopted in the Current Year as disclosed in our Annual Report on Form 10-K for the year ended February 3, 2024 as filed with the SEC on April 18, 2024.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes to our Quantitative and Qualitative Disclosures About Market Risk as disclosed in our Annual Report on Form 10-K for the year ended February 3, 2024 as filed with the SEC on April 18, 2024.

Item 4. Controls and Procedures.

Our management, with the participation of our President and Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures, as of the end of the period covered by this report. Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to management, including our certifying officers, as appropriate to allow timely decisions regarding required disclosure. Based on the foregoing evaluation, our management, including the President and Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective as of ~~August~~November 32, 2024, the end of the period covered by this Quarterly Report.

It should be noted that our management, including the President and Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures or internal controls will prevent all error and all fraud. A control system, no matter how well conceived or operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the controls. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Changes in Internal Control Over Financial Reporting. The Company’s management, with the participation of the Company’s President and Chief Executive Officer and Chief Financial Officer, also conducted an evaluation of the Company’s internal control over financial reporting to determine whether any changes occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. There have been no changes in our internal control over financial reporting during the quarter covered by this report that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1A. Risk Factors

There have been no material changes to our risk factors as disclosed in our Annual Report on Form 10-K for the year ended February 3, 2024 as filed with the SEC on April 18, 2024.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

ISSUER PURCHASES OF EQUITY SECURITIES

Period	(a) Total Number of Shares (or Units) Purchased (1)		(b) Average Price Paid Per Share (or Unit) (2)		(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs		(d) Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs (3)
May 5, 2024 - June 1, 2024		70,351	$	29.87		70,351	$	14,843,021
August 4 , 2024 - August 31, 2024		63,667	$	26.46		63,667	$	6,198,754
June 2, 2024 - July 6, 2024		150,433		25.98		150,433		10,934,975
September 1, 2024 - October 5, 2024		9,607		31.25		9,607		5,898,565
July 7, 2024 - August 3, 2024		120,837		25.25		120,837		7,883,593
October 6, 2024 - November 2, 2024		74,643		37.53		74,643		97,198,593
Total		~~341~~147,~~621~~917	$	2732.2636		~~341~~147,~~621~~917	$	797,~~883~~198,593

(1)	Includes shares of our common stock delivered to us in satisfaction of the tax withholding obligation of holders of restricted shares which vested during the quarter. Our equity incentive plans provide that the value of shares delivered to us to pay the withholding tax obligations is calculated at the closing trading price of our common stock on the date the relevant transactions occur.
(2)	Average Price Paid Per Share includes commissions
(3)	On August 31, 2022, the Board of Directors adopted the August 2022 Stock Repurchase program that authorized the repurchase of up to $50 million of our common stock. This program authorized the Company to repurchase shares through August 31, 2025, and did not require the Company to repurchase any specific number of shares, and may be modified, suspended or terminated at any time without prior noticed. Shares repurchased under the program will be subsequently retired. On September 11, 2024, we announced that our Board of Directors terminated the August 2022 Stock Repurchase Program and authorized a new share repurchase program of up to $100 million.

Item 5. Other Information

Security Trading Plans of Directors and Executive Officers

~~None~~During of the Company's fiscal quarter ended November 2, 2024, none of our directors or ~~executive~~ officers ~~adopted~~informed us of the adoption or ~~terminated~~termination of a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,”, as such terms are defined under Item 408(a) of Regulation S-K, during, ~~the~~except ~~Company's~~as ~~fiscal~~described ~~quarter ended August 3, 2024.~~below:

●

On October 8, 2024, Sharon John, President and Chief Executive Officer of the Company, adopted a trading arrangement for the sale of the Company’s common stock (a “Rule 10b5-1 Trading Plan”) that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). Ms. John’s Rule 10b5-1 Trading Plan, which expires March 14, 2025, provides for the sale of up to 122,821 shares of common stock pursuant to the terms of the plan.

●

On October 10, 2024, Voin Todorovic, Chief Financial Officer of the Company, adopted a Rule 10b5-1 Trading Plan that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). Mr. Todorovic’s Rule 10b5-1 Trading Plan, which expires March 31, 2025, provides for the sale of up to 20,000 shares of common stock pursuant to the terms of the plan.

●

On October 14, 2024, J. Christopher Hurt, Chief Operations Officer of the Company, adopted a Rule 10b5-1 Trading Plan that is intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c). Mr. Hurt’s Rule 10b5-1 Trading Plan, which expires March 14, 2025, provides for the sale of up to 18,845 shares of common stock pursuant to the terms of the plan.

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Item 6. Exhibits

The following is a list of exhibits filed as a part of the quarterly report on Form 10-Q:

Exhibit No.		Description
2.1		Agreement and Plan of Merger dated April 3, 2000 between Build-A-Bear Workshop, L.L.C. and the Registrant (incorporated by reference from Exhibit 2.1 to our Registration Statement on Form S-1, filed on August 12, 2004, Registration No. 333-118142)
3.1		Third Amended and Restated Certificate of Incorporation (incorporated by reference from Exhibit 3.1 of our Current Report on Form 8-K, filed on November 11, 2004)
3.2		Amended and Restated Bylaws, as amended through February 23, 2016 (incorporated by reference from Exhibit 3.1 of our Current Report on Form 8-K, filed on February 24, 2016)
4.1		Specimen Stock Certificate (incorporated by reference from Exhibit 4.1 to Amendment No. 3 to our Registration Statement on Form S-1, filed on October 1, 2004, Registration No. 333-118142)
10.1		Employment, Confidentiality and Noncompete Agreement, effective as of September 16, 2024 by and between David Henderson and Build-A-Bear Workshop, Inc. (incorporated by reference from Exhibit 10.1 of our Current Report on Form 8-K, filed on September 12, 2024)
31.1*		Rule 13a-14(a)/15d-14(a) certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by the President and Chief Executive Officer)
31.2*		Rule 13a-14(a)/15d-14(a) certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by the Chief Financial Officer)
32.1**		Section 1350 Certification (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the President and Chief Executive Officer)
32.2**		Section 1350 Certification (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Chief Financial Officer)
101.INS		Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Extension Calculation Linkbase Document
101.DEF		Inline XBRL Extension Definition Linkbase Document
101.LAB		Inline XBRL Extension Label Linkbase Document
101.PRE		Inline XBRL Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* File herewith

** Furnished herewith

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Date: ~~September~~December 12, 2024

	BUILD-A-BEAR WORKSHOP, INC.
	(Registrant)

	By:	/s/ Sharon John
		Sharon John
		President and Chief Executive Officer (on behalf of the registrant and as principal executive officer)

	By:	/s/ Voin Todorovic
		Voin Todorovic
		Chief Financial Officer (on behalf of the registrant and as principal financial officer)

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