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 January 3, 2015 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 January 3, 2015, which were included in the Company’s annual report on Form 10-K filed with the SEC on March 19, 2015.

Reclassifications of prior year amounts related to the presentation of cost of merchandise sold in the statement of operations and the provision for doubtful accounts in the statement of cash flows have been made to conform to current year presentation, with no impact to net income (loss) or net cash used in operating activities in any period.

2. Prepaid Expenses and Other Assets

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

3. Accrued Expenses

Accrued expenses consist of the following (in thousands):

4. Stock-based Compensation

The following table is a summary of the balances and activity for restricted stock and stock options for the twenty-six weeks ended July 4, 2015:

For the thirteen and twenty-six weeks ended July 4, 2015, selling, general and administrative expense includes $0.5 million and $1.0 million, respectively, of stock-based compensation expense. For the thirteen and twenty-six weeks ended June 28, 2014, selling, general and administrative expense includes $0.6 million and $1.2 million, respectively, of stock-based compensation expense. As of July 4, 2015, there was $4.2 million of total unrecognized compensation expense related to nonvested restricted stock and option awards which is expected to be recognized over a weighted-average period of 2.0 years.

The total fair value of shares vested during the twenty-six weeks ended July 4, 2015 and June 28, 2014 was $3.9 million and $3.6 million, respectively.

5. Income Taxes

The effective tax rate was (43.4)% and 6.4% for the thirteen and twenty-six weeks ended July 4, 2015, respectively compared to (8.7)% and 46.4% for the thirteen and twenty-six weeks ended June 28, 2014, respectively.  The components of income tax expense in both periods were primarily foreign and state taxes as we currently have a valuation allowance recorded on substantially all domestic deferred tax assets.   As there was a valuation allowance recorded on substantially all domestic deferred tax assets in both periods, income tax expense on domestic income was offset by a reversal of a portion of the existing valuation allowance.  The change in the effective rate was primarily driven by the change in pre-tax results for the respective periods.

6. Income (Loss) per Share

The Company uses the two-class method to compute basic and diluted income (loss) per common share. The following table sets forth the computation of basic and diluted income (loss) per share (in thousands, except share and per share data):

In calculating diluted income (loss) per share for the thirteen and twenty-six week periods ended July 4, 2015, options to purchase 609,043 and 69,114 shares, respectively, of common stock that were outstanding at the end of the period were not included in the computation of diluted net income (loss) per share due to their anti-dilutive effect. For the thirteen and twenty-six week periods ended June 28, 2014, the number of options to purchase common shares that were excluded from the calculation was 784,139 and 132,146 shares, respectively.

Due to the net loss for the thirteen week periods ended July 4, 2015 and June 28, 2014, the denominator for diluted loss per common share is the same as the denominator for basic loss per common share for those periods because the inclusion of stock options and unvested restricted shares would be anti-dilutive.

7. Comprehensive Income (Loss)

The difference between comprehensive income or loss and net income or loss results from foreign currency translation adjustments on the balance sheets of subsidiaries whose functional currency is not the US Dollar.  The accumulated other comprehensive loss balance at July 4, 2015, January 3, 2015 and June 28, 2014 is comprised entirely of foreign currency translation.  For the thirteen and twenty-six weeks ended July 4, 2015 and June 28, 2014, there were no reclassifications out of accumulated other comprehensive loss.

8. Segment Information

The Company’s operations are conducted through three operating segments consisting of retail, international franchising and commercial. The retail segment includes the operating activities of company-owned stores in the United States, Canada, Puerto Rico, the United Kingdom, Ireland and Denmark and other retail delivery operations, including the Company’s web stores. The international franchising segment includes the licensing activities of the Company’s franchise agreements with store locations in Europe (outside of the United Kingdom, Ireland and Denmark), Asia, Australia, the Middle East, Africa and Mexico. 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 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): 

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.  The Company allocates revenues to 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): 

For purposes of this table only:

(1) North America includes the United States, Canada, Puerto Rico and franchise business in Mexico

(2) Europe includes the United Kingdom, Ireland, Denmark (in 2015) and franchise businesses in Europe

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

9. Contingencies

In the normal course of business, the Company is subject to regular examination by various taxing authorities for years not closed by the statute of limitations, including an ongoing customs audit in the United Kingdom in which the Company is contesting audit findings. The Company accrues a liability for this type of contingency 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. In 2012, the Company received notification from the customs authority that it intended to make an assessment for unpaid duty, penalties and interest. The assessment was made in 2013. The Company has appealed this determination and continues to believe that the ultimate outcome of these matters will not have a material adverse impact on the results of operations, liquidity or financial position of the Company. However, if one or more of these examinations has an unfavorable resolution, it is possible that the results of operation, liquidity or financial position of the Company could be materially affected in any particular period. Since the date of the notification in the third quarter of fiscal 2012, the Company has been required to pay the disputed duty, pending resolution of the appeal. As of July 4, 2015, $3.5 million had been paid in respect of the disputed duty and is included in receivables in the Retail segment.

10. Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board issued ASU 2014-09, Revenue from Contracts with Customers, which will replace most existing revenue recognition guidance in U.S. GAAP. The core principle of the ASU is that an entity should recognize revenue for the transfer of goods or services equal to the amount that it expects to be entitled to receive for those goods or services. The ASU requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments. The ASU will be effective for the Company in the first quarter of fiscal 2018, and allows for both retrospective and prospective methods of adoption. The Company is in the process of determining the method of adoption and assessing the impact of this ASU on its consolidated financial statements.

In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. ASU 2014-15 requires management to evaluate for each annual and interim reporting period whether conditions or events give rise to substantial doubt that an entity has the ability to continue as a going concern within one year following issuance of the financial statements and requires specific disclosures regarding the conditions or events leading to substantial doubt. The ASU will be effective for the Company beginning January 1, 2017, with early adoption permitted. The adoption of ASU 2014-15 is not expected to have a material impact on the Company’s financial position or results of operations.

In April 2015, the Financial Accounting Standards Board issued ASU 2015-05, Customer’s,Accounting for Fees Paid in a Cloud Computing Arrangements, which provides guidance to assist entities in determining whether a cloud computing arrangement contains a software license. The ASU states that if a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. The ASU will be effective for the Company in the first quarter of fiscal 2016, and allows for both retrospective and prospective methods of adoption. The Company is in the process of determining the method of adoption and assessing the impact of this ASU on its consolidated financial statements.

11. Subsequent Event

The Company has a $10 million share repurchase program that was announced in February 2015 (the February 2015 Share Repurchase Program). On July 7, 2015, the Board of Directors of the Company (the Board) left the February 2015 Share Repurchase Program in place and adopted a new repurchase program which authorizes the Company to repurchase up to an additional $10 million of its common stock until March 31, 2016, subject to further extension by the Board. In the period from July 4, 2015 through August 7, 2015, the Company repurchased approximately 5,800 shares of its common stock for an aggregate amount of $91,000, leaving $10.7 million of availability under the Board approved share repurchase programs.