x
|
Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2011
|
¨
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Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the transition period from
to
|
Delaware
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43-1883836
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.)
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1954 Innerbelt Business Center Drive
St. Louis, Missouri
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63114
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(Address of Principal Executive Offices)
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(Zip Code)
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $0.01 per share
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New York Stock Exchange
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Page
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||
Forward-Looking Statements
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1
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Part I
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Item 1.
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Business
|
2
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Item 1A.
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Risk Factors
|
9
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Item 1B.
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Unresolved Staff Comments
|
16
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Item 2.
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Properties
|
16
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Item 3.
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Legal Proceedings
|
18
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Item 4.
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Mine Safety Disclosure
|
18
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Part II
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||
Item 5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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19
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Item 6.
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Selected Financial Data
|
22
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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24
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Item 7A.
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Quantitative and Qualitative Disclosures About Market Risk
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39
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Item 8.
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Financial Statements and Supplementary Data
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39
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Item 9.
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Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
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39
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Item 9A.
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Controls and Procedures
|
40
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Item 9B.
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Other Information
|
42
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Part III
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||
Item 10.
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Directors, Executive Officers and Corporate Governance
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42
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Item 11.
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Executive Compensation
|
43
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
43
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Item 13.
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Certain Relationships and Related Transactions and Director Independence
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43
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Item 14.
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Principal Accountant Fees and Services
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43
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Part IV
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||
Item 15.
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Exhibits and Financial Statement Schedules
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44
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Exhibit Index
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66
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Signatures
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70
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|
•
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our future financial performance;
|
|
•
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our anticipated operating and growth strategies;
|
|
•
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our future capital expenditures;
|
|
•
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our anticipated rate of store closures, relocations and openings;
|
|
•
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our anticipated costs related to store closures, relocations and openings, and
|
|
•
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our franchisees’ anticipated rate of international store openings.
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ITEM 1.
|
BUSINESS
|
Germany
|
17 | |||
Japan
|
10 | |||
Australia
|
10 | |||
Denmark
|
9 | |||
Mexico
|
8 | |||
South Africa
|
7 | |||
Thailand
|
5 | |||
Singapore
|
4 | |||
Gulf States
(1)
|
4 | |||
Norway
|
3 | |||
Brazil
|
1 | |||
Sweden
|
1 | |||
Total
|
79 |
|
(1)
|
Gulf States agreement includes Kuwait, Bahrain, Qatar, Oman and the United Arab Emirates.
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ITEM 1A.
|
RISK FACTORS
|
|
•
|
create greater awareness of our brand, interactive shopping experience and products;
|
|
•
|
identify the most effective and efficient level of spending in each market;
|
|
•
|
determine the appropriate creative message and media mix for marketing expenditures;
|
|
•
|
effectively manage marketing costs (including creative and media) in order to maintain acceptable operating margins and return on marketing investment;
|
|
•
|
select the right geographic areas in which to market;
|
|
•
|
convert consumer awareness into actual store visits and product purchases; and
|
|
•
|
reach a level of engagement on the virtual world Web site with large numbers of unique visitors with frequent visitation that drives visits to our retail stores resulting in purchases.
|
|
•
|
the continuing appeal of our concept;
|
|
•
|
the effectiveness of our marketing efforts to attract new and repeat guests;
|
|
•
|
consumer confidence and general economic conditions;
|
|
•
|
our ability to anticipate and to respond, in a timely manner, to consumer trends;
|
|
•
|
the continued introduction and expansion of our merchandise offerings;
|
|
•
|
the impact of store openings, closures and relocations in existing markets;
|
|
•
|
mall traffic;
|
|
•
|
competition for product offerings including in the online space;
|
|
•
|
the timing and frequency of national media appearances and other public relations events; and
|
|
•
|
weather conditions.
|
|
•
|
negotiate acceptable lease terms, including desired tenant improvement allowances;
|
|
•
|
finance the costs of closing, relocating and opening stores, including, severance and termination fees for store closures and capital expenditures and working capital requirements of the new and relocated stores;
|
|
•
|
manage inventory to meet the needs of new and existing stores on a timely basis;
|
|
•
|
hire, train and retain qualified store personnel;
|
|
•
|
develop cooperative relationships with our landlords; and
|
|
•
|
successfully integrate new stores into our existing operations.
|
|
•
|
give adequate notice regarding information collection and disclosure practices;
|
|
•
|
allow consumers to have personal information deleted from a company’s database;
|
|
•
|
provide consumers with access to their personal information and the ability to rectify inaccurate information;
|
|
•
|
obtain express parental consent prior to collecting and using personal information from children; and
|
|
•
|
comply with the Federal Children’s Online Privacy Protection Act.
|
|
•
|
the profitability of our stores;
|
|
•
|
increases or decreases in comparable store sales;
|
|
•
|
changes in general economic conditions and consumer spending patterns;
|
|
•
|
seasonal shopping patterns, including whether the Easter holiday occurs in the first or second quarter and other school holiday schedules;
|
|
•
|
the effectiveness of our inventory management;
|
|
•
|
the timing and frequency of our marketing initiatives;
|
|
•
|
changes in consumer preferences;
|
|
•
|
the continued introduction and expansion of merchandise offerings;
|
|
•
|
actions of competitors or mall anchors and co-tenants;
|
|
•
|
weather conditions;
|
|
•
|
the timing of store closures, relocations and openings and related expenses; and
|
|
•
|
the timing and frequency of national media appearances and other public relations events.
|
|
•
|
restrict various types of business combinations with significant stockholders;
|
|
•
|
provide for a classified board of directors;
|
|
•
|
limit the right of stockholders to remove directors or change the size of the board of directors;
|
|
•
|
limit the right of stockholders to fill vacancies on the board of directors;
|
|
•
|
limit the right of stockholders to act by written consent and to call a special meeting of stockholders or propose other actions;
|
|
•
|
require a higher percentage of stockholders than would otherwise be required to amend, alter, change or repeal our bylaws and certain provisions of our certificate of incorporation; and
|
|
•
|
authorize the issuance of preferred stock with any voting rights, dividend rights, conversion privileges, redemption rights and liquidation rights and other rights, preferences, privileges, powers, qualifications, limitations or restrictions as may be specified by our board of directors.
|
|
•
|
discourage, delay or prevent a change in the control of our company or a change in our management, even if such change may be in the best interests of our stockholders;
|
|
•
|
adversely affect the voting power of holders of common stock; and
|
|
•
|
limit the price that investors might be willing to pay in the future for shares of our common stock.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
Super regional center
|
214 | |||
Regional center
|
88 | |||
Open air lifestyle center
|
17 | |||
Outlet center
(1)
|
10 | |||
Other (theme, NYC, concession)
|
17 | |||
Total company-owned stores
|
346 | |||
Temporary locations
|
6 | |||
Other (ballparks, zoo)
|
4 | |||
Total company-owned retail locations
|
356 |
(1)
|
Build-A-Bear Workshop stores in outlet centers are not merchandised with outlet merchandise.
|
State
|
Number of
Stores
|
Alabama
|
5
|
Alaska
|
1
|
Arizona
|
5
|
Arkansas
|
3
|
California
|
26
|
Colorado
|
6
|
Connecticut
|
5
|
Delaware
|
1
|
Florida
|
21
|
Georgia
|
8
|
Idaho
|
1
|
Illinois
|
10
|
Indiana
|
7
|
Iowa
|
3
|
Kansas
|
2
|
Kentucky
|
3
|
Louisiana
|
5
|
Maine
|
2
|
Maryland
|
5
|
Massachusetts
|
9
|
Michigan
|
5
|
Minnesota
|
2
|
Mississippi
|
1
|
Missouri
|
7
|
Montana
|
1
|
Nebraska
|
1
|
Nevada
|
3
|
New Hampshire
|
2
|
New Jersey
|
12
|
New Mexico
|
1
|
New York
|
12
|
North Carolina
|
9
|
Ohio
|
10
|
Oklahoma
|
2
|
Oregon
|
3
|
Pennsylvania
|
11
|
Puerto Rico
|
1
|
Rhode Island
|
1
|
South Carolina
|
3
|
Tennessee
|
5
|
Texas
|
24
|
Utah
|
3
|
Virginia
|
10
|
Washington
|
5
|
West Virginia
|
1
|
Wisconsin
|
5
|
Canadian Province
|
Number of
Stores
|
Alberta
|
3
|
British Columbia
|
2
|
Manitoba
|
1
|
Nova Scotia
|
1
|
Ontario
|
9
|
Quebec
|
3
|
Saskatchewan
|
1
|
United Kingdom
|
|
England
|
48
|
Scotland
|
6
|
Wales
|
1
|
Northern Ireland
|
1
|
Ireland
|
2
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURE
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
Fiscal 2011
|
Fiscal 2010
|
|||||||||||||||
High
|
Low
|
High
|
Low
|
|||||||||||||
First Quarter
|
$ | 8.66 | $ | 6.00 | $ | 7.43 | $ | 4.50 | ||||||||
Second Quarter
|
$ | 7.00 | $ | 5.53 | $ | 9.76 | $ | 6.37 | ||||||||
Third Quarter
|
$ | 6.63 | $ | 4.60 | $ | 7.45 | $ | 4.85 | ||||||||
Fourth Quarter
|
$ | 8.80 | $ | 4.37 | $ | 9.24 | $ | 5.54 |
Period
|
(a)
Total Number of Shares (or Units) Purchased (1)
|
(b) Average Price Paid Per Share (or Unit)
|
(c)
Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (2)
|
(d)
Maximum Number (or Approximate Dollar Value) of Shares (or Units) the May Yet Be Purchased Under the Plans or Programs (2)
|
||||||||||||
Oct. 2, 2011 – Oct. 29, 2011
|
517,148 | $ | 5.29 | 516,490 | $ | 10,817,301 | ||||||||||
Oct. 30, 2011 – Nov. 26, 2011
|
314,588 | $ | 6.69 | 314,588 | $ | 8,711,999 | ||||||||||
Nov. 27, 2011 – Dec. 31, 2011
|
128 | $ | 8.69 | - | $ | 8,711,999 | ||||||||||
Total
|
831,864 | $ | 5.82 | 831,078 |
(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 as the closing trading price of our common stock on the date the relevant transaction occurs.
|
(2)
|
On February 23, 2012, we announced the further extension of our $50 million share repurchase program of our outstanding common stock until March 31, 2013. The program was authorized by our board of directors. Purchases may be made in the open market or in privately negotiated transactions, with the level and timing of activity depending on market conditions, applicable regulatory requirements, and other factors. Purchase activity may be increased, decreased or discontinued at any time without notice. Shares purchased under the program are subsequently retired. As of March 12, 2012, we had $8.7 million of availability under the program.
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
Fiscal Year
|
||||||||||||||||||||
2011
|
2010
|
2009
|
2008
|
2007
|
||||||||||||||||
(Dollars in thousands, except share, per share, per store and per gross square foot data)
|
||||||||||||||||||||
Statement of income data:
|
||||||||||||||||||||
Total revenues
|
$ | 394,375 | $ | 401,452 | $ | 395,906 | $ | 468,316 | $ | 475,360 | ||||||||||
Costs and expenses:
|
||||||||||||||||||||
Cost of merchandise sold
|
234,227 | 239,556 | 247,511 | 270,918 | 260,077 | |||||||||||||||
Selling, general and
administrative
|
162,334 | 163,910 | 161,692 | 185,608 | 177,375 | |||||||||||||||
Store preopening
|
547 | 708 | 90 | 2,410 | 4,416 | |||||||||||||||
Store closing
|
- | - | 981 | 2,952 | - | |||||||||||||||
Losses from investment in affiliate
|
- | - | 9,615 | - | - | |||||||||||||||
Interest expense (income), net
|
(81 | ) | (250 | ) | (143 | ) | (799 | ) | (1,531 | ) | ||||||||||
Total costs and expenses
|
397,027 | 403,924 | 419,746 | 461,089 | 440,337 | |||||||||||||||
Income (loss) before income taxes
|
(2,652 | ) | (2,472 | ) | (23,840 | ) | 7,227 | 35,023 | ||||||||||||
Income tax expense (benefit)
|
14,410 | (2,576 | ) | (11,367 | ) | 2,663 | 12,514 | |||||||||||||
Net income (loss)
|
$ | (17,062 | ) | $ | 104 | $ | (12,473 | ) | $ | 4,564 | $ | 22,509 | ||||||||
Earnings (loss) per common share:
|
||||||||||||||||||||
Basic
|
$ | (0.98 | ) | $ | 0.01 | $ | (0.66 | ) | $ | 0.24 | $ | 1.11 | ||||||||
Diluted
|
$ | (0.98 | ) | $ | 0.01 | $ | (0.66 | ) | $ | 0.24 | $ | 1.10 | ||||||||
Shares used in computing common
per share amounts:
|
||||||||||||||||||||
Basic
|
17,371,315 | 18,601,465 | 18,874,352 | 19,153,123 | 20,256,847 | |||||||||||||||
Diluted
|
17,371,315 | 18,653,012 | 18,874,352 | 19,224,273 | 20,448,793 |
Fiscal Year
|
||||||||||||||||||||
2011
|
2010
|
2009
|
2008
|
2007
|
||||||||||||||||
(Dollars in thousands, except share, per share, per store and per gross square foot data)
|
||||||||||||||||||||
Other financial data:
|
||||||||||||||||||||
Retail gross margin ($) (1)
|
$ | 154,468 | $ | 155,128 | $ | 142,572 | $ | 190,500 | $ | 209,090 | ||||||||||
Retail gross margin (%) (1)
|
39.9 | % | 40.1 | % | 36.7 | % | 41.3 | % | 44.7 | % | ||||||||||
Capital expenditures, net (2)
|
$ | 12,248 | $ | 14,649 | $ | 8,148 | $ | 23,215 | $ | 37,235 | ||||||||||
Depreciation and amortization
|
24,232 | 26,976 | 28,487 | 28,883 | 26,292 | |||||||||||||||
Cash flow data:
|
||||||||||||||||||||
Cash flows provided by
operating activities
|
$ | 16,010 | $ | 22,021 | $ | 23,990 | $ | 23,615 | $ | 56,374 | ||||||||||
Cash flows used in
investing activities
|
(13,318 | ) | (13,766 | ) | (8,898 | ) | (26,629 | ) | (40,938 | ) | ||||||||||
Cash flows provided by (used in)
financing activities
|
(14,587 | ) | (7,216 | ) | - | (14,024 | ) | (3,052 | ) | |||||||||||
Store data (3):
|
||||||||||||||||||||
Number of stores at end of period
|
||||||||||||||||||||
North America
|
288 | 290 | 291 | 292 | 272 | |||||||||||||||
Europe
|
58 | 54 | 54 | 54 | 49 | |||||||||||||||
Total stores
|
346 | 344 | 345 | 346 | 321 | |||||||||||||||
Square footage at end of period
|
||||||||||||||||||||
North America
|
830,437 | 841,600 | 846,373 | 856,504 | 810,208 | |||||||||||||||
Europe (4)
|
84,022 | 77,870 | 77,520 | 77,520 | 70,577 | |||||||||||||||
Total square footage
|
914,459 | 919,470 | 923,893 | 934,024 | 880,785 | |||||||||||||||
Average net retail sales per
store - North America (5) (6)
|
$ | 1,021 | $ | 1,030 | $ | 1,044 | $ | 1,329 | $ | 1,576 | ||||||||||
Net retail sales per gross square foot - North America (6) (7)
|
$ | 354 | $ | 356 | $ | 358 | $ | 445 | $ | 516 | ||||||||||
Consolidated comparable store sales
change (%) (8)
|
(2.1 | )% | (2.0 | )% | (13.4 | )% | (14.0 | )% | (9.9 | )% | ||||||||||
Balance sheet data:
|
||||||||||||||||||||
Cash and cash equivalents
|
$ | 46,367 | $ | 58,755 | $ | 60,399 | $ | 47,000 | $ | 66,261 | ||||||||||
Working capital
|
37,610 | 51,671 | 53,865 | 38,880 | 40,090 | |||||||||||||||
Total assets
|
241,571 | 275,794 | 284,273 | 300,152 | 339,531 | |||||||||||||||
Total stockholders' equity
|
129,243 | 157,713 | 164,780 | 167,725 | 193,608 |
(1)
|
Retail gross margin represents net retail sales less cost of retail merchandise sold, which excludes cost of wholesale merchandise sold. Retail gross margin percentage represents retail gross margin divided by net retail sales.
|
(2)
|
Capital expenditures, net consist of leasehold improvements, furniture and fixtures, land, buildings, computer equipment and software purchases, as well as trademarks, intellectual property, key money deposits and deferred leasing fees.
|
(3)
|
Excludes our webstore and temporary, seasonal and event-based locations.
|
(4)
|
Square footage for stores located in Europe is estimated selling square footage and includes stores in the United Kingdom, Ireland and France.
|
(5)
|
Average net retail sales per store represents net retail sales from stores open throughout the entire period in North America divided by the total number of such stores.
|
(6)
|
When we refer to average net retail sales per store and net retail sales per gross square foot for any period, we include in those calculations only those stores that have been open for that entire period in North America. European stores are not included.
|
(7)
|
Net retail sales per gross square foot represents net retail sales from stores open throughout the entire period in North America divided by the total gross square footage of such stores. European stores are not included.
|
(8)
|
Comparable store sales percentage changes are based on net retail sales. Stores are considered comparable beginning in their thirteenth full month of operation. Fiscal 2008 first quarter was the first quarter that our European operations met the criteria for inclusion in our comparable store calculation. As such, fiscal 2008 is the first period to include comparable store sales change for Europe in the consolidated comparable store sales change.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
•
|
Company-owned retail stores located in the United States, Canada, Puerto Rico, the United Kingdom and Ireland, a webstore and seasonal, event-based locations;
|
|
•
|
Transactions with other business partners, mainly comprised of licensing our intellectual property, including entertainment properties, for third-party use and wholesale product sales; and
|
|
•
|
International stores operated under franchise agreements.
|
Fiscal
|
Fiscal
|
Fiscal
|
||||||||||
2011
|
2010
|
2009
|
||||||||||
Net retail sales per gross square foot - North America
(1) (2)
|
||||||||||||
Store Age > 5 years (220, 194 and 164 stores, respectively)
|
$ | 362 | $ | 370 | $ | 372 | ||||||
Store Age 3-5 years (56, 71 and 62 stores respectively)
|
$ | 315 | $ | 321 | $ | 341 | ||||||
Store Age <3 years (4, 21 and 59 stores, respectively)
|
$ | 369 | $ | 317 | $ | 333 | ||||||
All comparable stores
|
$ | 354 | $ | 356 | $ | 358 |
(1)
|
Net retail sales per gross square foot represents net retail sales from North American stores open throughout the entire period divided by the total gross square footage of such stores. Calculated on an annual basis only.
|
(2)
|
Excludes our webstore, temporary and seasonal and event-based locations.
|
Fiscal
|
Fiscal
|
Fiscal
|
||||||||||
2011
|
2010
|
2009
|
||||||||||
Comparable store sales change - North America (%)
(1) (2)
|
||||||||||||
Store Age > 5 years (220, 194 and 164 stores, respectively)
|
(2.1 | )% | (0.4 | )% | (15.1 | )% | ||||||
Store Age 3-5 years (56, 71 and 62 stores respectively)
|
(5.1 | )% | (3.3 | )% | (17.7 | )% | ||||||
Store Age <3 years (4, 21 and 59 stores, respectively)
|
1.0 | % | (3.8 | )% | (22.2 | )% | ||||||
Total comparable store sales change
|
(2.5 | )% | (1.2 | )% | (16.7 | )% | ||||||
Comparable store sales change - Europe (%)
(1) (2)
|
(0.2 | )% | (5.5 | )% | 5.0 | % | ||||||
Comparable store sales change - Consolidated (%)
(1) (2)
|
(2.1 | )% | (2.0 | )% | (13.4 | )% |
(1)
|
Comparable store sales percentage changes are based on net retail sales and stores are considered comparable beginning in their thirteenth full month of operation.
|
(2)
|
Excludes our webstore, temporary and seasonal and event-based locations.
|
|
·
|
Through the third quarter, we had experienced a 0.9% decrease in consolidated comparable store sale. Growth in third quarter sales, which resulted from improved merchandise assortments and successful promotional events, only partially offset comparable stores sales declines in the first half of the year, which were primarily driven by a decline in transactions and negative consumer sentiment and spending in the UK.
|
|
·
|
Further sales declines in the fourth quarter, attributable to underperforming licensed movie product, resulted in a decline for the full year.
|
|
·
|
The continuing impact of the economic recession and resulting pullback in consumer spending impacted our comparable store sales particularly in Europe. While these factors impact many retailers we believe that they impact our comparable store sales particularly given the discretionary nature of our products and our experience.
|
|
·
|
We believe that our product selection and improved integration of product marketing and store operations positively impacted our North American comparable store sales trend in 2010.
|
Germany
|
17 | |||
Japan
|
10 | |||
Australia
|
10 | |||
Denmark
|
9 | |||
Mexico
|
8 | |||
South Africa
|
7 | |||
Thailand
|
5 | |||
Singapore
|
4 | |||
Gulf States
(1)
|
4 | |||
Norway
|
3 | |||
Brazil
|
1 | |||
Sweden
|
1 | |||
Total
|
79 |
|
(1)
|
Gulf States agreement includes Kuwait, Bahrain, Qatar, Oman and the United Arab Emirates.
|
Fiscal
|
Fiscal
|
Fiscal
|
||||||||||
2011
|
2010
|
2009
|
||||||||||
Beginning of period
|
344 | 345 | 346 | |||||||||
Opened
|
8 | 4 | 1 | |||||||||
Closed
|
(6) | (5) | (2) | |||||||||
End of period
|
346 | 344 | 345 |
Fiscal
|
Fiscal
|
Fiscal
|
||||||||||
2011
|
2010
|
2009
|
||||||||||
Beginning of period
|
63 | 65 | 62 | |||||||||
Opened
|
19 | 10 | 10 | |||||||||
Closed
|
(3) | (12) | (7) | |||||||||
End of period
|
79 | 63 | 65 |
Fiscal 2011
|
Fiscal 2010
|
Fiscal 2009
|
||||||||||
Revenues:
|
||||||||||||
Net retail sales
|
98.1 | % | 96.4 | % | 98.1 | % | ||||||
Commercial revenues
|
1.0 | 2.8 | 1.0 | |||||||||
Franchise fees
|
0.9 | 0.8 | 0.8 | |||||||||
Total revenues
|
100.0 | 100.0 | 100.0 | |||||||||
Costs and expenses:
|
||||||||||||
Cost of merchandise sold
(1)
|
59.9 | 60.1 | 63.1 | |||||||||
Selling, general, and administrative
|
41.2 | 40.8 | 41.1 | |||||||||
Store preopening
|
0.1 | 0.2 | 0.0 | |||||||||
Losses from investment in affiliate
|
- | - | 2.4 | |||||||||
Interest expense (income), net
|
(0.0 | ) | (0.1 | ) | (0.0 | ) | ||||||
Total costs and expenses
|
100.7 | 100.6 | 106.0 | |||||||||
Income (loss) before income taxes
|
(0.7 | ) | (0.6 | ) | (6.0 | ) | ||||||
Income tax expense (benefit)
|
3.7 | (0.6 | ) | (2.9 | ) | |||||||
Net income (loss)
|
(4.3 | ) | 0.0 | (3.2 | ) | |||||||
Retail gross margin (%)
(2)
|
39.9 | % | 40.1 | % | 36.7 | % |
(1)
|
Cost of merchandise sold is expressed as a percentage of net retail sales and commercial revenue.
|
(2)
|
Retail gross margin represents net retail sales less cost of retail merchandise sold, which excludes cost of wholesale merchandise sold. Retail gross margin was $154.5 million, $155.1 million and $142.6 million in 2011, 2010 and 2009, respectively. Retail gross margin percentage represents retail gross margin divided by net retail sales.
|
Fiscal 2011
|
Fiscal 2010
|
|||||||||||||||||||||||
North
|
North
|
|||||||||||||||||||||||
America
|
Europe
|
Total
|
America
|
Europe
|
Total
|
|||||||||||||||||||
Net income (loss)
|
$ | (19,232 | ) | $ | 2,170 | $ | (17,062 | ) | $ | (5,376 | ) | $ | 5,480 | $ | 104 | |||||||||
Income tax expense (benefit)
|
13,607 | 803 | 14,410 | (3,284 | ) | 708 | (2,576 | ) | ||||||||||||||||
Interest expense (income)
|
56 | (137 | ) | (81 | ) | (86 | ) | (164 | ) | (250 | ) | |||||||||||||
Store depreciation, amortization and impairment (1)
|
15,233 | 2,514 | 17,747 | 16,222 | 2,949 | 19,171 | ||||||||||||||||||
Store preopening expense
|
226 | 321 | 547 | 526 | 182 | 708 | ||||||||||||||||||
Losses from investment in affiliate (2)
|
- | - | - | - | - | - | ||||||||||||||||||
General and administrative expense (3)
|
43,641 | 4,722 | 48,363 | 48,047 | (320 | ) | 47,727 | |||||||||||||||||
Franchising and commercial contribution (4)
|
(4,142 | ) | - | (4,142 | ) | (4,291 | ) | - | (4,291 | ) | ||||||||||||||
Non-store activity contribution (5)
|
(3,008 | ) | (1,109 | ) | (4,117 | ) | (3,070 | ) | (972 | ) | (4,042 | ) | ||||||||||||
Store contribution
|
$ | 46,381 | $ | 9,284 | $ | 55,665 | $ | 48,688 | $ | 7,863 | $ | 56,551 | ||||||||||||
Total revenues from external customers
|
$ | 319,810 | $ | 74,565 | $ | 394,375 | $ | 331,392 | $ | 70,060 | $ | 401,452 | ||||||||||||
Franchising and commercial revenues from external customers
|
(7,334 | ) | - | (7,334 | ) | (13,699 | ) | (590 | ) | (14,289 | ) | |||||||||||||
Revenues from non-store activities (5)
|
(16,765 | ) | (3,313 | ) | (20,078 | ) | (14,345 | ) | (2,785 | ) | (17,130 | ) | ||||||||||||
Store location net retail sales
|
$ | 295,711 | $ | 71,252 | $ | 366,963 | $ | 303,348 | $ | 66,685 | $ | 370,033 | ||||||||||||
Store contribution as a percentage of store
location net retail sales
|
15.7 | % | 13.0 | % | 15.2 | % | 16.1 | % | 11.8 | % | 15.3 | % | ||||||||||||
Total net income (loss) as a percentage of
total revenues
|
(6.0 | )% | 2.9 | % | (4.3 | )% | (1.6 | )% | 7.8 | % | 0.0 | % |
Fiscal 2009
|
||||||||||||
North
|
||||||||||||
America
|
Europe
|
Total
|
||||||||||
Net income (loss)
|
$ | (14,384 | ) | $ | 1,911 | $ | (12,473 | ) | ||||
Income tax expense (benefit)
|
(9,434 | ) | (1,933 | ) | (11,367 | ) | ||||||
Interest expense (income)
|
(93 | ) | (50 | ) | (143 | ) | ||||||
Store depreciation, amortization and impairment (1)
|
20,159 | 5,314 | 25,473 | |||||||||
Store preopening expense
|
90 | - | 90 | |||||||||
Losses from investment in affiliate (2)
|
9,615 | - | 9,615 | |||||||||
General and administrative expense (3)
|
38,572 | 3,508 | 42,080 | |||||||||
Franchising and commercial contribution (4)
|
(4,328 | ) | - | (4,328 | ) | |||||||
Non-store activity contribution (5)
|
(2,282 | ) | (783 | ) | (3,065 | ) | ||||||
Store contribution
|
$ | 37,915 | $ | 7,967 | $ | 45,882 | ||||||
Total revenues from external customers
|
$ | 323,386 | $ | 72,520 | $ | 395,906 | ||||||
Franchising and commercial revenues from external customers
|
(7,354 | ) | - | (7,354 | ) | |||||||
Revenues from non-store activities (5)
|
(15,058 | ) | (2,391 | ) | (17,449 | ) | ||||||
Store location net retail sales
|
$ | 300,974 | $ | 70,129 | $ | 371,103 | ||||||
Store contribution as a percentage of store
location net retail sales
|
12.6 | % | 11.4 | % | 12.4 | % | ||||||
Total net income (loss) as a percentage of
total revenues
|
(4.4 | )% | 2.6 | % | (3.2 | )% |
(1)
|
Store depreciation, amortization and impairment includes depreciation and amortization of all capitalized assets in store locations, including leasehold improvements, furniture and fixtures, and computer hardware and software and store asset impairment charges.
|
(2)
|
Losses from investment in affiliate represent the Company’s losses related to its investment in Ridemakerz.
|
(3)
|
General and administrative expenses consist of non-store, central office general and administrative functions such as management payroll and related benefits, travel, information systems, accounting, purchasing and legal costs as well as the depreciation and amortization of central office leasehold improvements, furniture and fixtures, computer hardware and software, including intellectual property. General and administrative expenses also include a central office marketing department, primarily payroll and related benefits expense, but exclude advertising expenses, such as television advertising, virtual world costs and direct mail catalogs
, which are included in store contribution.
|
(4)
|
Franchising and commercial contribution includes franchising and commercial revenues and all expenses attributable to the international franchising and commercial segments other than depreciation, amortization and interest expense/income. Depreciation and amortization related to franchising and licensing is included in the general and administrative expense caption. Interest expense/income related to franchising and commercial activities is included in the interest expense (income) caption.
|
(5)
|
Non-store activities include our webstores, temporary locations and seasonal and event-based locations as well as intercompany transfer pricing charges.
|
Fiscal 2011
|
Fiscal 2010
|
|||||||||||||||||||||||||||||||
(Dollars in millions, |
First
|
Second
|
Third
|
Fourth
|
First
|
Second
|
Third
|
Fourth
|
||||||||||||||||||||||||
except per share data)
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
Quarter
|
||||||||||||||||||||||||
Total revenues
|
$ | 96.0 | $ | 81.8 | $ | 97.4 | $ | 119.1 | $ | 101.4 | $ | 74.1 | $ | 100.1 | $ | 125.8 | ||||||||||||||||
Retail gross margin
(1)
|
36.6 | 28.8 | 38.4 | 50.7 | 41.0 | 22.4 | 35.4 | 56.3 | ||||||||||||||||||||||||
Net (loss) income
(2)
|
(2.3 | ) | (6.7 | ) | 0.9 | (9.0 | ) | 1.7 | (8.5 | ) | (1.4 | ) | 8.3 | |||||||||||||||||||
Earnings (loss) per common share:
|
||||||||||||||||||||||||||||||||
Basic
|
(0.12 | ) | (0.37 | ) | 0.05 | (0.56 | ) | 0.09 | (0.45 | ) | (0.07 | ) | 0.42 | |||||||||||||||||||
Diluted
|
(0.12 | ) | (0.37 | ) | 0.05 | (0.56 | ) | 0.09 | (0.45 | ) | (0.07 | ) | 0.42 | |||||||||||||||||||
Number of stores (end of quarter)
|
342 | 342 | 344 | 346 | 345 | 346 | 347 | 344 |
(1)
|
Retail gross margin represents net retail sales less cost of retail merchandise sold.
|
(2)
|
The 2011 fourth quarter included a $15.6 million charge related to the recording of a valuation allowance on all US deferred tax assets.
|
Payments Due by Fiscal Period as of December 31, 2011
|
||||||||||||||||||||||||||||
Total
|
2012
|
2013
|
2014
|
2015
|
2016
|
Beyond
|
||||||||||||||||||||||
(In thousands)
|
||||||||||||||||||||||||||||
Operating lease obligations
|
$ | 205,349 | $ | 45,755 | $ | 39,051 | $ | 34,159 | $ | 28,900 | $ | 21,253 | $ | 36,231 | ||||||||||||||
Purchase obligations
|
40,690 | 40,690 | - | - | - | - | - | |||||||||||||||||||||
Total
|
$ | 246,039 | $ | 86,445 | $ | 39,051 | $ | 34,159 | $ | 28,900 | $ | 21,253 | $ | 36,231 |
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Plan category
|
(a)
Number of securities to
be issued upon exercise of
outstanding options,
warrants and rights
|
(b)
Weighted-average
exercise price of
outstanding options,
warrants and rights
|
(c)
Number of securities
|
|||||||||
Equity compensation plans approved by security holders | 1,210,816 | $ | 8.49 | 1,104,894 | ||||||||
Total
|
1,210,816 | $ | 8.49 | 1,104,894 |
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
Page
|
|
Reports of Independent Registered Public Accounting Firms
|
45
|
Consolidated Balance Sheets as of December 31, 2011 and January 1,
|
47
|
Consolidated Statements of Operations for the fiscal years ended December 31, 2011, January 1, 2011 and January 2, 2010
|
48
|
Consolidated Statements of Stockholders’ Equity for the fiscal years ended December 31, 2011, January 1, 2011 and January 2, 2010
|
49
|
Consolidated Statements of Cash Flows for the fiscal years ended December 31, 2011, January 1, 2011 and January 2, 2010
|
50
|
Notes to Consolidated Financial Statements
|
51
|
December 31,
|
January 1,
|
|||||||
2011
|
2011
|
|||||||
ASSETS
|
||||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 46,367 | $ | 58,755 | ||||
Inventories
|
51,860 | 46,475 | ||||||
Receivables
|
7,878 | 7,923 | ||||||
Prepaid expenses and other current assets
|
17,854 | 18,425 | ||||||
Deferred tax assets
|
419 | 7,465 | ||||||
Total current assets
|
124,378 | 139,043 | ||||||
Property and equipment, net
|
77,445 | 88,029 | ||||||
Goodwill
|
32,306 | 32,407 | ||||||
Other intangible assets, net
|
655 | 1,444 | ||||||
Other assets, net
|
6,787 | 14,871 | ||||||
Total Assets
|
$ | 241,571 | $ | 275,794 | ||||
LIABILITIES AND STOCKHOLDERS' EQUITY
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 41,032 | $ | 36,325 | ||||
Accrued expenses
|
12,128 | 15,488 | ||||||
Gift cards and customer deposits
|
28,323 | 28,880 | ||||||
Deferred revenue
|
5,285 | 6,679 | ||||||
Total current liabilities
|
86,768 | 87,372 | ||||||
Deferred franchise revenue
|
1,436 | 1,706 | ||||||
Deferred rent
|
23,867 | 28,642 | ||||||
Other liabilities
|
257 | 361 | ||||||
Commitments and contingencies
|
||||||||
Stockholders' equity:
|
||||||||
Preferred stock, par value $0.01, Shares authorized: 15,000,000; No shares
issued or outstanding at December 31, 2011 and January 1, 2011
|
- | - | ||||||
Common stock, par value $0.01, Shares authorized: 50,000,000;
Issued and outstanding: 17,405,270 and 19,631,623 shares, respectively
|
174 | 196 | ||||||
Additional paid-in capital
|
65,402 | 76,582 | ||||||
Accumulated other comprehensive loss
|
(10,165 | ) | (9,959 | ) | ||||
Retained earnings
|
73,832 | 90,894 | ||||||
Total stockholders' equity
|
129,243 | 157,713 | ||||||
Total Liabilities and Stockholders' Equity
|
$ | 241,571 | $ | 275,794 |
Fiscal Year
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Revenues:
|
||||||||||||
Net retail sales
|
$ | 387,041 | $ | 387,163 | $ | 388,552 | ||||||
Commercial revenue
|
3,943 | 11,246 | 4,001 | |||||||||
Franchise fees
|
3,391 | 3,043 | 3,353 | |||||||||
Total revenues
|
394,375 | 401,452 | 395,906 | |||||||||
Costs and expenses:
|
||||||||||||
Cost of merchandise sold
|
234,227 | 239,556 | 247,511 | |||||||||
Selling, general, and administrative
|
162,334 | 163,910 | 162,673 | |||||||||
Store preopening
|
547 | 708 | 90 | |||||||||
Losses from investment in affiliate
|
- | - | 9,615 | |||||||||
Interest expense (income), net
|
(81 | ) | (250 | ) | (143 | ) | ||||||
Total costs and expenses
|
397,027 | 403,924 | 419,746 | |||||||||
Income (loss) before income taxes
|
(2,652 | ) | (2,472 | ) | (23,840 | ) | ||||||
Income tax expense (benefit)
|
14,410 | (2,576 | ) | (11,367 | ) | |||||||
Net income (loss)
|
$ | (17,062 | ) | $ | 104 | $ | (12,473 | ) | ||||
Earnings (loss) per common share:
|
||||||||||||
Basic
|
$ | (0.98 | ) | $ | 0.01 | $ | (0.66 | ) | ||||
Diluted
|
$ | (0.98 | ) | $ | 0.01 | $ | (0.66 | ) | ||||
Shares used in computing per common share amounts:
|
||||||||||||
Basic
|
17,371,315 | 18,601,465 | 18,874,352 | |||||||||
Diluted
|
17,371,315 | 18,653,012 | 18,874,352 |
Common
stock
|
Additional
paid-in
|
Accumulated
other
|
Retained
earnings
|
Total
|
Total
comprehensive
|
|||||||||||||||||||
Balance, January 3, 2009
|
$ | 195 | $ | 76,852 | $ | (12,585 | ) | $ | 103,263 | $ | 167,725 | |||||||||||||
Stock-based compensation
|
- | 4,335 | - | - | 4,335 | |||||||||||||||||||
Shares issued under employee stock plans, net of tax benefit
|
9 | (1,065 | ) | - | - | (1,056 | ) | |||||||||||||||||
Other comprehensive income
|
- | - | 6,249 | - | 6,249 | $ | 6,249 | |||||||||||||||||
Net loss
|
- | - | - | (12,473 | ) | (12,473 | ) | (12,473 | ) | |||||||||||||||
$ | (6,224 | ) | ||||||||||||||||||||||
Balance, January 2, 2010
|
$ | 204 | $ | 80,122 | $ | (6,336 | ) | $ | 90,790 | $ | 164,780 | |||||||||||||
Share repurchase
|
(11 | ) | (7,263 | ) | - | - | (7,274 | ) | ||||||||||||||||
Stock-based compensation
|
- | 4,818 | - | - | 4,818 | |||||||||||||||||||
Shares issued under employee stock plans, net of tax benefit
|
3 | (1,095 | ) | - | - | (1,092 | ) | |||||||||||||||||
Other comprehensive loss
|
- | - | (3,623 | ) | - | (3,623 | ) | $ | (3,623 | ) | ||||||||||||||
Net income
|
- | - | - | 104 | 104 | 104 | ||||||||||||||||||
$ | (3,519 | ) | ||||||||||||||||||||||
Balance, January 1, 2011
|
$ | 196 | $ | 76,582 | $ | (9,959 | ) | $ | 90,894 | $ | 157,713 | |||||||||||||
Share repurchase
|
(25 | ) | (14,977 | ) | - | - | (15,002 | ) | ||||||||||||||||
Stock-based compensation
|
- | 4,605 | - | - | 4,605 | |||||||||||||||||||
Shares issued under employee stock plans, net of tax benefit
|
3 | (808 | ) | - | - | (805 | ) | |||||||||||||||||
Other comprehensive loss
|
- | - | (206 | ) | - | (206 | ) | $ | (206 | ) | ||||||||||||||
Net loss
|
- | - | - | (17,062 | ) | (17,062 | ) | (17,062 | ) | |||||||||||||||
$ | (17,268 | ) | ||||||||||||||||||||||
Balance, December 31, 2011
|
$ | 174 | $ | 65,402 | $ | (10,165 | ) | $ | 73,832 | $ | 129,243 |
Fiscal Year
|
||||||||||||
2011
|
2010
|
2009
|
||||||||||
Cash flows from operating activities:
|
||||||||||||
Net (loss) income
|
$ | (17,062 | ) | $ | 104 | $ | (12,473 | ) | ||||
Adjustments to reconcile net (loss) income to
net cash provided by operating activities:
|
||||||||||||
Depreciation and amortization
|
24,232 | 26,976 | 28,487 | |||||||||
Losses from investment in affiliate
|
- | - | 9,615 | |||||||||
Impairment of store assets
|
416 | 924 | 5,321 | |||||||||
Deferred taxes
|
14,560 | (2,437 | ) | (5,090 | ) | |||||||
Loss on disposal of property and equipment
|
624 | 1,259 | 175 | |||||||||
Excess tax benefit from share-based payments
|
(266 | ) | (33 | ) | - | |||||||
Stock-based compensation
|
4,605 | 4,818 | 4,335 | |||||||||
Trade credit utilization
|
253 | - | - | |||||||||
Change in assets and liabilities:
|
||||||||||||
Inventories
|
(5,477 | ) | (7,030 | ) | 6,628 | |||||||
Receivables
|
35 | (1,803 | ) | 1,885 | ||||||||
Prepaid expenses and other assets
|
1,013 | 691 | (3,852 | ) | ||||||||
Accounts payable and accrued expenses
|
45 | 7,084 | (4,642 | ) | ||||||||
Lease related liabilities
|
(4,743 | ) | (5,983 | ) | (7,377 | ) | ||||||
Gift cards and customer deposits
|
(561 | ) | (325 | ) | 36 | |||||||
Deferred revenue
|
(1,664 | ) | (2,224 | ) | 942 | |||||||
Net cash provided by operating activities
|
16,010 | 22,021 | 23,990 | |||||||||
Cash flows from investing activities:
|
||||||||||||
Purchases of property and equipment, net
|
(12,035 | ) | (14,086 | ) | (5,727 | ) | ||||||
Purchases of other assets and other intangible assets
|
(213 | ) | (563 | ) | (2,421 | ) | ||||||
Proceeds from sale or maturity of short term investments
|
4,829 | - | - | |||||||||
Purchases of short term investments
|
(5,899 | ) | - | - | ||||||||
Proceeds from sale of assets
|
- | 883 | - | |||||||||
Investment in unconsolidated affiliate
|
- | - | (750 | ) | ||||||||
Cash flow used in investing activities
|
(13,318 | ) | (13,766 | ) | (8,898 | ) | ||||||
Cash flows from financing activities:
|
||||||||||||
Exercise of employee stock options and employee stock purchases
|
149 | 25 | - | |||||||||
Purchases of Company's common stock
|
(15,002 | ) | (7,274 | ) | - | |||||||
Excess tax benefit from share-based payments
|
266 | 33 | - | |||||||||
Cash flow used in financing activities
|
(14,587 | ) | (7,216 | ) | - | |||||||
Effect of exchange rates on cash
|
(493 | ) | (2,683 | ) | (1,693 | ) | ||||||
Net increase (decrease) in cash and cash equivalents
|
(12,388 | ) | (1,644 | ) | 13,399 | |||||||
Cash and cash equivalents, beginning of period
|
58,755 | 60,399 | 47,000 | |||||||||
Cash and cash equivalents, end of period
|
$ | 46,367 | $ | 58,755 | $ | 60,399 | ||||||
Supplemental disclosure of cash flow information:
|
||||||||||||
Net received during the period for income taxes
|
$ | (98 | ) | $ | (3,218 | ) | $ | (1,032 | ) | |||
Noncash Transactions:
|
||||||||||||
Return of common stock in lieu of tax withholdings and option exercises
|
$ | 692 | $ | 712 | $ | 318 | ||||||
Exchange of inventory for trade credits
|
$ | - | $ | 4,867 | $ | - |
(1)
|
Description of Business and Basis of Preparation
|
(2)
|
Summary of Significant Accounting Policies
|
|
(a)
|
Principles of Consolidation
|
|
(b)
|
Fiscal Year
|
|
(c)
|
Cash and Cash Equivalents
|
|
(d)
|
Inventories
|
|
(e)
|
Receivables
|
|
(f)
|
Property and Equipment
|
|
(g)
|
Goodwill
|
|
(h)
|
Other Intangible Assets
|
|
(i)
|
Other Assets
|
|
(j)
|
Long-lived Assets
|
|
(k)
|
Deferred Rent
|
|
(l)
|
Franchises
|
|
(m)
|
Retail Revenue Recognition
|
|
(n)
|
Cost of Merchandise Sold
|
|
(o)
|
Selling, General, and Administrative Expenses
|
|
(p)
|
Store Preopening Expenses
|
|
(q)
|
Advertising
|
|
(r)
|
Income Taxes
|
|
(s)
|
Earnings (Loss) Per Share
|
|
(t)
|
Stock-Based Compensation
|
|
(u)
|
Comprehensive Income (Loss)
|
|
(v)
|
Fair Value of Financial Instruments
|
|
(w)
|
Use of Estimates
|
|
(x)
|
Sales Tax Policy
|
|
(y)
|
Foreign Currency Translation
|
(3)
|
Prepaid Expenses and Other Assets
|
December 31,
|
January 1,
|
|||||||
2011
|
2011
|
|||||||
Prepaid rent
|
$ | 7,745 | $ | 7,959 | ||||
Prepaid income taxes
|
1,970 | 2,458 | ||||||
Other
|
8,139 | 8,008 | ||||||
$ | 17,854 | $ | 18,425 |
(4)
|
Property and Equipment
|
December 31,
|
January 1,
|
|||||||
2011
|
2011
|
|||||||
Land
|
$ | 2,261 | $ | 2,261 | ||||
Furniture and fixtures
|
39,306 | 41,819 | ||||||
Computer hardware
|
20,705 | 23,672 | ||||||
Building
|
14,970 | 14,970 | ||||||
Leasehold improvements
|
137,352 | 137,335 | ||||||
Computer software
|
35,326 | 29,660 | ||||||
Construction in progress
|
2,543 | 1,918 | ||||||
252,463 | 251,635 | |||||||
Less accumulated depreciation
|
175,018 | 163,606 | ||||||
$ | 77,445 | $ | 88,029 |
(5)
|
Goodwill
|
Balance as of January 2, 2010
|
$ | 33,780 | ||
Effect of foreign currency translation
|
(1,373 | ) | ||
Balance as of January 1, 2011
|
32,407 | |||
Effect of foreign currency translation
|
(101 | ) | ||
Balance as of December 31, 2011
|
$ | 32,306 |
(6)
|
Other Intangible Assets
|
2011
|
2010
|
|||||||
Trademarks, customer relationships and other intellectual property
|
$ | 11,516 | $ | 11,853 | ||||
Less accumulated amortization
|
10,861 | 10,409 | ||||||
Total, net
|
$ | 655 | $ | 1,444 |
(7)
|
Other Non-current Assets
|
(8)
|
Accrued Expenses
|
2011
|
2010
|
|||||||
Accrued wages, bonuses and related expenses
|
$ | 5,200 | $ | 8,227 | ||||
Sales tax payable
|
5,678 | 6,343 | ||||||
Accrued rent and related expenses
|
454 | 470 | ||||||
Current income taxes payable
|
796 | 448 | ||||||
$ | 12,128 | $ | 15,488 |
(9)
|
Income Taxes
|
2011
|
2010
|
2009
|
||||||||||
Current:
|
||||||||||||
Federal
|
$ | - | $ | (171 | ) | $ | (6,272 | ) | ||||
State
|
(439 | ) | 31 | (410 | ) | |||||||
Foreign
|
906 | 859 | 405 | |||||||||
Deferred:
|
||||||||||||
Federal
|
11,592 | (1,965 | ) | (2,610 | ) | |||||||
State
|
2,281 | (1,205 | ) | (332 | ) | |||||||
Foreign
|
70 | (125 | ) | (2,148 | ) | |||||||
Income tax expense (benefit)
|
$ | 14,410 | $ | (2,576 | ) | $ | (11,367 | ) |
2011
|
2010
|
2009
|
||||||||||
Loss before income taxes
|
$ | (2,652 | ) | $ | (2,472 | ) | $ | (23,840 | ) | |||
Statutory federal income tax rate
|
34 | % | 34 | % | 35 | % | ||||||
Income tax expense (benefit) at statutory federal rate
|
(902 | ) | (840 | ) | (8,344 | ) | ||||||
State income taxes, net of federal tax benefit
|
2 | (74 | ) | (482 | ) | |||||||
Valuation allowance
|
15,565 | (1,249 | ) | (1,758 | ) | |||||||
Effect of lower foreign taxes
|
(231 | ) | (174 | ) | (154 | ) | ||||||
Release of state tax reserves
|
(47 | ) | (174 | ) | (595 | ) | ||||||
Other items, net
|
23 | (65 | ) | (34 | ) | |||||||
Income tax expense (benefit)
|
$ | 14,410 | $ | (2,576 | ) | $ | (11,367 | ) | ||||
Effective tax rate
|
(543.4 | )% | 104.2 | % | 47.7 | % |
2011
|
2010
|
|||||||
Deferred tax assets:
|
||||||||
Deferred revenue
|
$ | 4,711 | $ | 4,481 | ||||
Accrued rents
|
2,414 | 2,743 | ||||||
Net operating loss carryforwards
|
1,770 | 2,229 | ||||||
Intangible assets
|
1,837 | 1,794 | ||||||
Deferred compensation
|
2,218 | 1,768 | ||||||
Accrued bonuses
|
91 | 1,012 | ||||||
Carryforward of tax credits
|
2,251 | 931 | ||||||
Receivable and investment write-offs
|
840 | 619 | ||||||
Stock compensation
|
179 | 179 | ||||||
Depreciation
|
743 | - | ||||||
Other
|
1,834 | 1,730 | ||||||
18,888 | 17,486 | |||||||
Less: Valuation allowance
|
16,126 | 561 | ||||||
Total deferred tax assets
|
2,762 | 16,925 | ||||||
Deferred tax liabilities:
|
||||||||
Depreciation
|
- | (1,515 | ) | |||||
Other
|
(1,925 | ) | (586 | ) | ||||
Total deferred tax liabilities
|
(1,925 | ) | (2,101 | ) | ||||
Net deferred tax asset
|
$ | 837 | $ | 14,824 |
Balance as of January 2, 2010
|
$ | 570 | ||
Lapse of statute
|
(166 | ) | ||
Settlements
|
(141 | ) | ||
Balance as of January 1, 2011
|
$ | 263 | ||
Lapse of statute
|
(50 | ) | ||
Balance as of December 31, 2011
|
$ | 213 |
2011
|
2010
|
2009
|
||||||||||
Domestic
|
$ | (6,200 | ) | $ | (8,744 | ) | $ | (23,500 | ) | |||
Foreign
|
3,548 | 6,272 | (340 | ) | ||||||||
Total
|
$ | (2,652 | ) | $ | (2,472 | ) | $ | (23,840 | ) |
United States (Federal)
|
2008 through 2011
|
||
United Kingdom
|
2006 through 2011
|
||
Canada
|
2009 through 2011
|
||
France
|
2007 through 2011
|
||
Ireland
|
2007 through 2011
|
(10)
|
Long-Term Debt
|
(11)
|
Commitments and Contingencies
|
|
(a)
|
Operating Leases
|
2012
|
$ | 45,755 | ||
2013
|
39,051 | |||
2014
|
34,159 | |||
2015
|
28,900 | |||
2016
|
21,253 | |||
Subsequent to 2016
|
36,231 | |||
$ | 205,349 |
|
(b)
|
Litigation
|
(12)
|
Earnings (Loss) Per Share
|
2011
|
2010
|
2009
|
||||||||||
NUMERATOR:
|
||||||||||||
Net (loss) earnings before allocation of earnings to participating securities
|
$ | (17,062 | ) | $ | 104 | $ | (12,473 | ) | ||||
Less: Earnings allocated to participating securities
|
- | 7 | - | |||||||||
Net (loss) earnings after allocation of earnings to participating securities
|
$ | (17,062 | ) | $ | 97 | $ | (12,473 | ) | ||||
DENOMINATOR:
|
||||||||||||
Weighted average number of common shares outstanding - basic
|
17,371,315 | 18,601,465 | 18,874,352 | |||||||||
Dilutive effect of share-based awards:
|
- | 51,547 | - | |||||||||
Weighted average number of common shares outstanding - dilutive
|
17,371,315 | 18,653,012 | 18,874,352 | |||||||||
Basic (loss) earnings per common share attributable to Build-A-Bear
Workshop, Inc, stockholders:
|
$ | (0.98 | ) | $ | 0.01 | $ | (0.66 | ) | ||||
Diluted (loss) earnings per common share attributable to Build-A-Bear
Workshop, Inc, stockholders
|
$ | (0.98 | ) | $ | 0.01 | $ | (0.66 | ) |
(13)
|
Stock Incentive Plans
|
|
(a)
|
Stock Options
|
Number of
Shares
|
Weighted
Average
|
Weighted
Average
|
Aggregate
Intrinsic
|
|||||||||||||
Outstanding, January 3, 2009
|
354,772 | $ | 15.98 | |||||||||||||
Granted
|
480,967 | 5.04 | ||||||||||||||
Forfeited
|
30,392 | 14.25 | ||||||||||||||
Outstanding, January 2, 2010
|
805,347 | 9.51 | ||||||||||||||
Granted
|
391,228 | 6.63 | ||||||||||||||
Exercised
|
28,484 | 0.87 | ||||||||||||||
Forfeited
|
42,868 | 9.32 | ||||||||||||||
Outstanding, January 1, 2011
|
1,125,223 | 8.73 | ||||||||||||||
Granted
|
305,727 | 6.22 | ||||||||||||||
Exercised
|
55,501 | 5.13 | ||||||||||||||
Forfeited
|
164,633 | 7.04 | ||||||||||||||
Outstanding, December 31, 2011
|
1,210,816 | $ | 8.49 | 7.1 | $ | 2,480 | ||||||||||
Options Exercisable As Of:
|
||||||||||||||||
December 31, 2011
|
480,814 | $ | 12.18 | 5.1 | $ | 729 |
|
(b)
|
Restricted Stock
|
Number of
Shares
|
Weighted
Average
|
|||||||
Outstanding, January 3, 2009
|
713,756 | $ | 13.82 | |||||
Granted
|
1,144,343 | 4.72 | ||||||
Vested
|
294,545 | 12.47 | ||||||
Forfeited
|
113,246 | 9.72 | ||||||
Outstanding, January 2, 2010
|
1,450,308 | 7.23 | ||||||
Granted
|
486,302 | 6.56 | ||||||
Vested
|
376,142 | 10.05 | ||||||
Forfeited
|
92,095 | 6.73 | ||||||
Outstanding, January 1, 2011
|
1,468,373 | 6.32 | ||||||
Granted
|
532,791 | 6.46 | ||||||
Vested
|
394,766 | 8.52 | ||||||
Forfeited
|
168,267 | 5.68 | ||||||
Outstanding, December 31, 2011
|
1,438,131 | $ | 5.85 |
2012
|
$ | 1,507 | ||
2013
|
2,485 | |||
2014
|
1,700 | |||
2015
|
787 | |||
$ | 6,479 |
(14)
|
Stockholders’ Equity
|
Common
|
||||
Stock
|
||||
Shares as of January 3, 2009
|
19,478,750 | |||
Shares issued under employee stock plans, net of shares withheld in lieu of tax withholding
|
968,593 | |||
Shares as of January 2, 2010
|
20,447,343 | |||
Shares issued under employee stock plans, net of shares withheld in lieu of tax withholding
|
318,045 | |||
Repurchase of shares
|
(1,133,765 | ) | ||
Shares as of January 1, 2011
|
19,631,623 | |||
Shares issued under employee stock plans, net of shares withheld in lieu of tax withholding
|
302,007 | |||
Repurchase of shares
|
(2,528,360 | ) | ||
Shares as of December 31, 2011
|
17,405,270 |
(15)
|
Employee Benefit Plans
|
(16)
|
Related-Party Transactions
|
(17)
|
Investment in Affiliate
|
(18)
|
Major Vendors
|
(19)
|
Segment Information
|
International
|
||||||||||||||||
Retail
|
Commercial
|
Franchising
|
Total
|
|||||||||||||
Fiscal 2011
|
||||||||||||||||
Net sales to external customers
|
$ | 387,041 | $ | 3,943 | $ | 3,391 | $ | 394,375 | ||||||||
Net income (loss) before income taxes
|
(6,553 | ) | 1,940 | 1,961 | (2,652 | ) | ||||||||||
Capital expenditures
|
12,137 | - | 111 | 12,248 | ||||||||||||
Depreciation and amortization
|
24,183 | - | 49 | 24,232 | ||||||||||||
Fiscal 2010
|
||||||||||||||||
Net sales to external customers
|
$ | 387,163 | $ | 11,246 | $ | 3,043 | $ | 401,452 | ||||||||
Net income (loss) before income taxes
|
(6,858 | ) | 2,827 | 1,559 | (2,472 | ) | ||||||||||
Capital expenditures
|
14,490 | - | 159 | 14,649 | ||||||||||||
Depreciation and amortization
|
26,482 | - | 494 | 26,976 | ||||||||||||
Fiscal 2009
|
||||||||||||||||
Net sales to external customers
|
$ | 388,552 | $ | 4,001 | $ | 3,353 | $ | 395,906 | ||||||||
Net income (loss) before income taxes
|
(27,726 | ) | 1,973 | 1,913 | (23,840 | ) | ||||||||||
Capital expenditures
|
7,879 | - | 269 | 8,148 | ||||||||||||
Depreciation and amortization
|
28,045 | - | 442 | 28,487 | ||||||||||||
Total Assets as of:
|
||||||||||||||||
December 31, 2011
|
$ | 229,190 | $ | 9,877 | $ | 2,504 | $ | 241,571 | ||||||||
January 1, 2011
|
$ | 263,193 | $ | 9,647 | $ | 2,954 | $ | 275,794 |
North
|
||||||||||||||||
America (1)
|
Europe (2)
|
Other (3)
|
Total
|
|||||||||||||
Fiscal 2011
|
||||||||||||||||
Net sales to external customers
|
$ | 316,853 | $ | 75,469 | $ | 2,053 | $ | 394,375 | ||||||||
Property and equipment, net
|
65,902 | 11,543 | - | 77,445 | ||||||||||||
Fiscal 2010
|
||||||||||||||||
Net sales to external customers
|
$ | 328,524 | $ | 70,864 | $ | 2,064 | $ | 401,452 | ||||||||
Property and equipment, net
|
76,729 | 11,300 | - | 88,029 | ||||||||||||
Fiscal 2009
|
||||||||||||||||
Net sales to external customers
|
$ | 320,033 | $ | 74,255 | $ | 1,618 | $ | 395,906 | ||||||||
Property and equipment, net
|
87,860 | 13,184 | - | 101,044 |
(1)
|
North America includes the United States, Canada, Puerto Rico and Mexico
|
(2)
|
Europe includes the United Kingdom, Ireland, franchise businesses in Europe and, prior to 2011, Company-owned stores in France
|
(3)
|
Other includes franchise businesses outside of North America and Europe
|
(20)
|
Subsequent Event
|
Balance as of January 1, 2011
|
$ | 561 | ||
Charged to cost and expenses
|
15,565 | |||
Charged to other accounts
|
- | |||
Deductions
|
- | |||
Balance as of December 31, 2011
|
$ | 16,126 |
Exhibit
Number
|
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 8, 2004)
|
|
3.2
|
Amended and Restated Bylaws (incorporated by reference from Exhibit 3.4 to our Registration Statement on Form S-1, filed on August 12, 2004, Registration No. 333-118142)
|
|
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*
|
Build-A-Bear Workshop, Inc. 2000 Stock Option Plan (incorporated by reference from Exhibit 10.1 to our Registration Statement on Form S-1, filed on August 12, 2004, Registration No. 333-118142)
|
|
10.1.1*
|
Form of Incentive Stock Option Agreement under the Build-A-Bear Workshop, Inc. 2000 Stock Option Plan (incorporated by reference from Exhibit 10.1.1 to Pre-Effective Amendment No. 3 to our Registration Statement on Form S-1, filed on October 1, 2004, Registration No. 333-118142)
|
|
10.1.2*
|
Form of Nonqualified Stock Option Agreement under the Build-A-Bear Workshop, Inc. 2000 Stock Option Plan (incorporated by reference from Exhibit 10.1.2 to Pre-Effective Amendment No. 3 to our Registration Statement on Form S-1, filed on October 1, 2004, Registration No. 333-118142)
|
|
10.2*
|
Build-A-Bear Workshop, Inc. 2002 Stock Incentive Plan, as amended (incorporated by reference from Exhibit 10.2 to our Registration Statement on Form S-1, filed on August 12, 2004, Registration No. 333-118142)
|
|
10.2.1*
|
Form of Manager-Level Incentive Stock Option Agreement under the Build-A-Bear Workshop, Inc. 2002 Stock Option Plan (incorporated by reference from Exhibit 10.2.1 to Pre-Effective Amendment No. 3 to our Registration Statement on Form S-1, filed on October 1, 2004, Registration No. 333-118142)
|
|
10.2.2*
|
Form of Nonqualified Stock Option Agreement under the Build-A-Bear Workshop, Inc. 2002 Stock Option Plan (incorporated by reference from Exhibit 10.2.2 to Pre-Effective Amendment No. 3 to our Registration Statement on Form S-1, filed on October 1, 2004, Registration No. 333-118142)
|
|
10.3*
|
Build-A-Bear Workshop, Inc. 2004 Stock Incentive Plan (incorporated by reference from Exhibit 10.3 to Pre-Effective Amendment No. 3 to our Registration Statement on Form S-1, filed on October 1, 2004, Registration No. 333-118142)
|
|
10.3.1*
|
Form of Incentive Stock Option Agreement under the Build-A-Bear Workshop, Inc. 2004 Stock Incentive Plan (incorporated by reference from Exhibit 10.3.1 to Pre-Effective Amendment No. 3 to our Registration Statement on Form S-1, filed on October 1, 2004, Registration No. 333-118142)
|
|
10.3.2*
|
Model Incentive Stock Option Agreement Under the Registrant’s 2004 Stock Incentive Plan (incorporated by reference from Exhibit 10.3.3 to Pre-Effective Amendment No. 5 to our Registration Statement on Form S-1, filed on October 12, 2004, Registration No. 333-118142)
|
|
10.3.3*
|
Form of Employee Nonqualified Stock Option Under the Registrant’s 2004 Stock Incentive Plan (incorporated by reference from Exhibit 10.3.4 to Pre-Effective Amendment No. 5 to our Registration Statement on Form S-1, filed on October 12, 2004, Registration No. 333-118142)
|
10.3.4*
|
Form of the Restricted Stock Agreement under the Registrant’s 2004 Stock Incentive Plan (incorporated by reference from Exhibit 10.3.5 to Pre-Effective Amendment No. 5 to our Registration Statement on Form S-1, filed on October 12, 2004, Registration No. 333-118142)
|
||
10.3.5*
|
Amended and Restated Build-A-Bear Workshop, Inc. 2004 Stock Incentive Plan (incorporated by reference from Exhibit 10.1 on our Current Report on Form 8-K, filed on August 1, 2006)
|
||
10.3.6*
|
Second Amended and Restated Build-A-Bear Workshop, Inc. 2004 Stock Incentive Plan (incorporated by reference from Exhibit 10.1 on our Current Report on Form 8-K, filed on May 20, 2009)
|
||
10.3.7*
|
Form of the Restricted Stock Agreement under the Registrant’s Second Amended and Restated 2004 Stock Incentive Plan (incorporated by reference from Exhibit 10.1 on our Quarterly Report on Form 10-Q, filed on May 8, 2008)
|
||
10.3.8*
|
Form of the Restricted Stock and Non-Qualified Stock Option Agreement under the Registrant’s Second Amended and Restated 2004 Stock Incentive Plan (incorporated by reference from Exhibit 10.1 on our Quarterly Report on Form 10-Q, filed on May 14, 2009)
|
||
10.3.9*
|
Form of the Restricted Stock Agreement under the Registrant’s Second Amended and Restated 2004 Stock Incentive Plan (incorporated by reference from Exhibit 10.3 on our Current Report on Form 8-K, filed on May 20, 2009)
|
||
10.3.10*
|
Form of the Restricted Stock and Non-Qualified Stock Option Agreement under the Registrant’s Second Amended and Restated 2004 Stock Incentive Plan (incorporated by reference from Exhibit 10.2 on our Current Report on Form 8-K, filed on March 28, 2011)
|
||
10.4*
|
Employment, Confidentiality and Noncompete Agreement dated May 1, 2004 between Maxine Clark and the Registrant (incorporated by reference from Exhibit 10.4 to Pre-Effective Amendment No. 2 to our Registration Statement on Form S-1, filed on September 20, 2004, Registration No. 333-118142)
|
||
10.4.1*
|
First Amendment dated February 22, 2006 to the Employment, Confidentiality and Noncompete Agreement dated May 1, 2004 between Maxine Clark and the Registrant (incorporated by reference from Exhibit 10.4.1 to our Annual Report on Form 10-K for the year ended December 31, 2005)
|
||
10.4.2*
|
Second Amendment dated March 22, 2011 to Employment, Confidentiality and Noncompete Agreement dated May 1, 2004 between Maxine Clark and the Registrant (incorporated by reference from Exhibit 10.1 on our Current Report on Form 8-K, filed on March 28, 2011)
|
||
10.5*
|
Employment, Confidentiality and Noncompete Agreement dated March 7, 2004 between Tina Klocke and the Registrant (incorporated by reference from Exhibit 10.6 to Pre-Effective Amendment No. 2 to our Registration Statement on Form S-1, filed on September 20, 2004, Registration No. 333-118142)
|
||
10.5.1*
|
First Amendment dated February 22, 2006 to the Employment, Confidentiality and Noncompete Agreement dated March 7, 2004 between Tina Klocke and the Registrant (incorporated by reference from Exhibit 10.6.1 to our Annual Report on Form 10-K for the year ended December 31, 2005)
|
||
10.6*
|
Employment, Confidentiality and Noncompete Agreement dated as of January 10, 2007 between Dave Finnegan and the Registrant (incorporated by reference from Exhibit 10.6 to our Annual Report on Form 10-K for the year ended January 2, 2010)
|
||
10.7*
|
Employment, Confidentiality and Noncompete Agreement dated September 10, 2001 between Teresa Kroll and the Registrant (incorporated by reference from Exhibit 10.9 to Pre-Effective Amendment No. 2 to our Registration Statement on Form S-1, filed on September 20, 2004, Registration No. 333-118142)
|
||
10.7.1*
|
First Amendment dated February 22, 2006 to the Employment, Confidentiality and Noncompete Agreement dated September 10, 2001 between Teresa Kroll and the Registrant (incorporated by reference from Exhibit 10.9.1 to our Annual Report on Form 10-K for the year ended December 31, 2005)
|
||
10.8*
|
Employment, Confidentiality and Noncompete Agreement dated July 1, 2008 between Eric Fencl and the Registrant (incorporated by reference from Exhibit 10.1 to our Quarterly Report on Form 10-Q, filed on November 6, 2008)
|
||
10.9*
|
Employment, Confidentiality and Noncompete Agreement dated March 16, 2009 between John Haugh and the Registrant (incorporated by reference from Exhibit 10.2 to our Quarterly Report on Form 10-Q, filed on May 14, 2009)
|
||
10.10*
|
Form of Indemnification Agreement between the Registrant and its directors and executive officers (incorporated by reference from Exhibit 10.11 to our Registration Statement on Form S-1, filed on August 12, 2004, Registration No. 333-118142)
|
||
10.11
|
Third Amendment to Loan Documents among the Registrant, Shirts Illustrated, LLC, Build-A-Bear Workshop Franchise Holdings, Inc., Build-A-Bear Entertainment, LLC, Build-A-Bear Retail Management, LLC (incorporated by reference from Exhibit 10.12 to our Registration Statement on Form S-1, filed on August 12, 2004, Registration No. 333-118142)
|
||
10.11.1
|
Fifth Amendment to Loan Documents among the Registrant, Shirts Illustrated, LLC, Build-A-Bear Workshop Franchise Holdings, Inc., Build-A-Bear Entertainment, LLC, Build-A-Bear Retail Management, LLC (incorporated by reference from Exhibit 10.1 of our Current Report on Form 8-K, filed on July 10, 2006)
|
||
10.11.2
|
Sixth Amendment to Loan Documents between Build-A-Bear Workshop, Inc., Build-A-Bear Workshop Franchise Holdings, Inc. Build-A-Bear Entertainment, LLC, Build-A-Bear Retail Management, Inc., and Build-A-Bear Workshop UK Holdings Ltd., as borrowers, Build-A-Bear Workshop Canada, Ltd. and US Bank National Association, as lender entered into on and effective as of on June 19, 2007 (incorporated by reference from Exhibit 10.1 to our Current Report on Form 8-K filed on June 20, 2007)
|
||
10.11.3
|
Seventh Amendment to Loan Documents between Build-A-Bear Workshop, Inc., Build-A-Bear Workshop Franchise Holdings, Inc. Build-A-Bear Entertainment, LLC, and Build-A-Bear Retail Management, Inc., as borrowers, and US Bank National Association, as lender entered into as of on October 28, 2009 (incorporated by reference from Exhibit 10.1 to our Current Report on Form 8-K filed on October 29, 2009)
|
||
10.11.4
|
Eighth Amendment to Loan Documents between Build-A-Bear Workshop, Inc., Build-A-Bear Workshop Franchise Holdings, Inc., Build-A-Bear Entertainment, LLC, Build-A-Bear Retail Management, Inc., as Borrowers, and U.S. Bank National Association, as Lender, entered into effective as of December 31, 2010 (incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on January 4, 2011)
|
10.11.5
|
Ninth Amendment to Loan Documents between Build-A-Bear Workshop, Inc., Build-A-Bear Workshop Franchise Holdings, Inc., Build-A-Bear Entertainment, LLC, Build-A-Bear Retail Management, Inc., as Borrowers, and U.S. Bank National Association, as Lender, entered into effective as of December 30, 2011 (incorporated by reference from Exhibit 10.1 to our Current Report on Form 8-K, filed on January 4, 2012)
|
|
10.12
|
Third Amended and Restated Loan Agreement between the Registrant, Shirts Illustrated, LLC, Build-A-Bear Workshop Franchise Holdings, Inc., Build-A-Bear Entertainment, LLC, and Build-A-Bear Retail Management, Inc., as borrowers, and U.S. Bank National Association, as Lender, entered into on September 27, 2005 with an effective date of May 31, 2005 (incorporated by reference from Exhibit 10.1 to our Current Report on Form 8-K, filed on October 3, 2005)
|
|
10.13
|
Second Amended and Restated Revolving Credit Note dated May 31, 2005 by the Registrant, Shirts Illustrated, LLC, Build-A-Bear Workshop Franchise Holdings, Inc., Build-A-Bear Entertainment, LLC, and Build-A-Bear Retail Management, Inc., as Borrowers, in favor of U.S. Bank National Association (incorporated by reference from Exhibit 10.2 to our Current Report on Form 8-K, filed on October 3, 2005)
|
|
10.14
|
Fourth Amended and Restated Loan Agreement between the Registrant, Build-A-Bear Workshop Franchise Holdings, Inc., Build-A-Bear Entertainment, LLC, Build-A-Bear Retail Management, Inc., as borrowers, and U.S. Bank National Association, as lender, dated as of August 11, 2008 (incorporated by reference from Exhibit 10.1 to our Current Report on Form 8-K, filed on August 13, 2008)
|
|
10.14.1
|
Fourth Amended And Restated Revolving Credit Note dated as of October 28, 2009 by the Registrant, Franchise Holdings, Inc., Build-A-Bear Entertainment, LLC (“BABE”), and Build-A-Bear Retail Management, Inc., as borrowers, in favor of U.S. Bank National Association (incorporated by reference from Exhibit 10.1 to our Current Report on Form 8-K, filed on October 29, 2009)
|
|
10.15
|
Public Warehouse Agreement dated April 5, 2002 between the Registrant and JS Logistics, Inc., as amended (incorporated by reference from Exhibit 10.25 to our Registration Statement on Form S-1, filed on August 12, 2004, Registration No. 333-118142)
|
|
10.15.1
|
Second Amendment dated June 16, 2005 to the Public Warehouse Agreement dated April 5, 2002 between the Registrant and JS Warehousing, Inc. (incorporated by reference from Exhibit 10.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended on April 2, 2005)
|
|
10.15.2†
|
Second Amendment dated June 16, 2005 to the Public Warehouse Agreement dated April 5, 2002 between the Registrant and JS Warehousing, Inc. (incorporated by reference from Exhibit 10.2 to our Quarterly Report on Form 10-Q for the fiscal quarter ended July 2, 2005)
|
|
10.16
|
Agreement for Logistics Services dated as of February 24, 2002 by and among the Registrant and HA Logistics, Inc. (incorporated by reference from Exhibit 10.26 to our Registration Statement on Form S-1, filed on August 12, 2004, Registration No. 333-118142)
|
|
10.16.1
|
Letter Agreement extending Agreement for Logistics Services between HA Logistics, Inc. and the Registrant dated March 22, 2005 (incorporated by reference from Exhibit 10.3 to our Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2005)
|
|
10.16.2
|
Letter Agreement extending Agreement for Logistics Services between HA Logistics, Inc. and the Registrant dated May 3, 2005 (incorporated by reference from Exhibit 10.4 to our Quarterly Report on Form 10-Q for the fiscal quarter ended April 2, 2005)
|
|
10.16.3†
|
Letter Agreement dated June 7, 2005 amending the Agreement for Logistics Services dated February 24, 2002 by and among the Registrant and HA Logistics, Inc. (incorporated by reference from Exhibit 10.1 to our Quarterly Report on Form 10-Q for the fiscal quarter ended July 2, 2005)
|
|
10.16.4†
|
Agreement For Logistics Services dated as of June 30, 2008 between the Registrant and HA Logistics. Inc. (incorporated by reference from Exhibit 10.1 to our Current Report on Form 8-K, filed on July 3, 2008)
|
|
10.17†
|
Lease Agreement dated as of June 21, 2001 between the Registrant and Walt Disney World Co. (incorporated by reference from Exhibit 2.1 of our Registration Statement on Form S-1, filed on August 12, 2004, Registration No. 333-118142)
|
|
10.18
|
Lease dated May 5, 1997 between Smart Stuff, Inc. and Hycel Partners I, L.P. (incorporated by reference from Exhibit 10.29 to our Registration Statement on Form S-1, filed on August 12, 2004, Registration No. 333-118142)
|
|
10.19
|
Agreement dated October 16, 2002 between the Registrant and Hycel Properties Co., as amended (incorporated by reference from Exhibit 10.30 to our Registration Statement on Form S-1, filed on August 12, 2004, Registration No. 333-118142)
|
|
10.19.1 |
Third Amendment to Lease between First Industrial, L.P. and Registrant, dated as of November 21, 2007
|
|
10.19.2 |
Fourth Amendment to Lease between First Industrial, L.P and Registrant, dated as of December 29, 2011
|
|
10.20
|
Letter Agreement dated September 30, 2003 between the Registrant and Hycel Properties Co. (incorporated by reference from Exhibit 10.30.1 to Pre-Effective Amendment No. 5 to our Registration Statement on Form S-1, filed on October 12, 2004, Registration No. 333-118142)
|
|
10.21
|
Construction Management Agreement dated November 10, 2003 by and between the Registrant and Hycel Properties Co. (incorporated by reference from Exhibit 10.31 to our Registration Statement on Form S-1, filed on August 12, 2004, Registration No. 333-118142)
|
10.22
|
Agreement dated July 19, 2001 between the Registrant and Adrienne Weiss Company (incorporated by reference from Exhibit 10.32 to our Registration Statement on Form S-1, filed on August 12, 2004, Registration No. 333-118142)
|
|
10.23
|
Lease between 5th Midtown LLC and the Registrant dated July 21, 2004 (incorporated by reference from Exhibit 10.33 to Pre-Effective Amendment No. 1 to our Registration Statement on Form S-1, filed on September 10, 2004, Registration No. 333-118142)
|
10.24
|
Exclusive Patent License Agreement dated March 12, 2001 by and between Tonyco, Inc. and the Registrant (incorporated by reference from Exhibit 10.34 to Pre-Effective Amendment No. 2 to our Registration Statement on Form S-1, filed on September 20, 2004, Registration No. 333-118142)
|
|
10.25
|
Standard Form Industrial Building Lease dated August 28, 2004 between First Industrial, L.P. and the Registrant (incorporated by reference from Exhibit 10.35 to Pre-Effective Amendment No. 4 to our Registration Statement on Form S-1, filed on October 5, 2004, Registration No. 333-118142)
|
|
10.26
|
Facility Construction Agreement dated December 22, 2005 between the Registrant and Duke Construction Limited Partnership (incorporated by reference from Exhibit 10.35 to our Annual Report on Form 10-K for the year ended December 31, 2005)
|
|
10.27
|
Real Estate Purchase Agreement dated December 19, 2005 between Duke Realty Ohio and the Registrant (incorporated by reference from Exhibit 10.36 to our Annual Report on Form 10-K for the year ended December 31, 2005)
|
|
10.28*
|
Rules of the Build-A-Bear Workshop, Inc. U.K. Share Option Scheme (incorporated by reference from Exhibit 10.1 to our Current Report on Form 8-K filed on February 9, 2007)
|
|
10.29*
|
Nonqualified Deferred Compensation Plan (incorporated by reference from Exhibit 10.42 to our Annual Report on Form 10-K, filed on March 15, 2007)
|
|
10.30
|
Settlement Agreement between Build-A-Bear Workshop, Inc. and the United States Consumer Products Safety Commission, finally accepted effective January 4, 2012 (incorporated by reference from Exhibit 10.2 to our Current Report on Form 8-K, filed January 4, 2012)
|
|
11.1
|
Statement regarding computation of earnings per share (incorporated by reference from Note 12 of the Registrant’s audited consolidated financial statements included herein)
|
|
13.1
|
Annual Report to Shareholders for the Fiscal Year Ended January 2, 2010 (The Annual Report, except for those portions which are expressly incorporated by reference in the Form 10-K, is furnished for the information of the Commission and is not deemed filed as part of the Form 10-K)
|
|
16.1
|
Letter dated July 15, 2011 from KMPG LLP to the Securities and Exchange Commission (incorporated by reference from Exhibit 16.1 to our Current Report on Form 8-K, filed on July 15, 2011)
|
|
21.1
|
List of Subsidiaries of the Registrant (incorporated by reference from Exhibit 21.1 to our Annual Report on Form 10-K for the year ended December 30, 2006, filed March 15, 2007)
|
|
23.1
|
Consent of Ernst & Young LLP
|
|
23.2
|
Consent of KPMG LLP
|
|
31.1
|
Rule 13a-14(a)/15d-14(a) certification (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, executed by the Chief Executive Bear)
|
|
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 Bear)
|
|
32.1
|
Section 1350 Certification (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Chief Executive Bear)
|
|
32.2
|
Section 1350 Certification (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, executed by the Chief Financial Bear)
|
|
99.1
|
Financial Statements of Ridemakerz, LLC
|
|
101.INS | XBRL Instance | |
101.SCH | XBRL Extension Schema | |
101.CAL | XBRL Extension Calculation | |
101.DEF | XBRL Extension Definition | |
101.LAB | XBRL Extension Label | |
101.PRE | XBRL Extension Presentation |
*
|
Management contract or compensatory plan or arrangement.
|
†
|
Confidential treatment requested as to certain portions filed separately with the Securities and Exchange Commission
|
BUILD-A-BEAR WORKSHOP, INC.
|
|||||
(Registrant)
|
|||||
Date: March 15, 2012
|
By:
|
/s/ Maxine Clark
|
|||
Maxine Clark
|
|||||
Chief Executive Bear
|
|||||
By:
|
/s/ Tina Klocke
|
||||
Tina Klocke
|
|||||
Chief Operations and Financial Bear, Treasurer and
Secretary
|
Signatures
|
Title
|
Date
|
||
/s/ Mary Lou Fiala
|
Non-Executive Chairman
|
March 15, 2012
|
||
Mary Lou Fiala
|
||||
/s/ James M. Gould
|
Director
|
March 15, 2012
|
||
James M. Gould
|
||||
/s/ Virginia Kent
|
Director
|
March 15, 2012
|
||
Virginia Kent
|
||||
/s/ Braden Leonard
|
Director
|
March 15, 2012
|
||
Braden Leonard
|
||||
/s/ Louis M. Mucci
|
Director
|
March 15, 2012
|
||
Louis M. Mucci
|
||||
/s/ Coleman Peterson
|
Director
|
March 15, 2012
|
||
Coleman Peterson
|
||||
/s/ William Reisler
|
Director
|
March 15, 2012
|
||
William Reisler
|
||||
/s/ Maxine Clark | Director and Chief Executive Bear |
March 15, 2012
|
||
Maxine Clark
|
(Principal Executive Officer)
|
|||
/s/ Tina Klocke |
Chief Operations and Financial Bear, Treasurer
|
March 15, 2012
|
||
Tina Klocke
|
and Secretary (Principal Financial and Accounting Officer)
|
1.
|
Plan of Alterations for Landlord Approval. |
2.
|
Contractor(s), Address, Telephone Number, Contact Person. |
3.
|
Copy of Contractor's State and City Business License. |
4.
|
Copy of Building Permit. |
5.
|
Copy of Final Inspection and Signed Building Permit Cards. |
6.
|
Copy of Certificate of Insurance naming Landlord as Additional Insured. Insurance to include Comprehensive General Liability, Comprehensive Auto, Workers' Compensation and Employer's Liability.
|
7.
|
Signed Unconditional Lien Waiver in favor of Landlord. |
8.
|
Schedule of Work. |
9.
|
Intentionally Deleted. |
10.
|
Architect's License and Expiration. |
11.
|
Tenant and Architect Agreement. |
12.
|
Tenant and Contractor Agreement. |
13.
|
Copy of Permit Plans. |
14.
|
Copy of As-Builts. |
15.
|
Copy of Recorded Notice of Completion. |
16.
|
Certificate of Occupancy. |
17.
|
Evidence of Insurance for All-Risk/Builder's Risk Insurance to the Amount of Improvements. |
LANDLORD:
FR National Life, LLC, a Delaware limited liability company
By: First Industrial, L.P., a Delaware limited partnership, its sole manager
By: First Industrial Realty Trust, Inc., a Maryland corporation, its general partner
By:
/S/John Wright
Its:
Regional Manager
Date:
12/29/2011
|
|
TENANT:
Build-A-Bear Retail Management, Inc.
, a Delaware corporation
By:
/S/Tina Klocke
Its:
Chief Operations & Financial Bear
Date:
12/29/2011
|
/s/ Ernst & Young LLP
|
St. Louis, Missouri
|
March 15, 2012
|
/s/ KPMG LLP
|
St. Louis, Missouri
|
March 15, 2012
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Build-A-Bear Workshop, Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
March 15, 2012
|
/s/ Maxine Clark
|
|
Maxine Clark
|
||
Chief Executive Bear
|
||
Build-A-Bear Workshop, Inc.
|
||
(Principal Executive Officer)
|
|
1.
|
I have reviewed this Annual Report on Form 10-K of Build-A-Bear Workshop, Inc.;
|
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
March 15, 2012
|
/s/ Tina Klocke
|
|
Tina Klocke
|
||
Chief Operations and Financial Bear, Treasurer and Secretary
|
||
Build-A-Bear Workshop, Inc.
|
||
(Principal Financial Officer)
|
Date: March 15, 2012
|
/s/ Maxine Clark
|
|
Maxine Clark
|
||
Chief Executive Bear
|
||
Build-A-Bear Workshop, Inc.
|
||
(Principal Executive Officer)
|
Date: March 15, 2012
|
/s/ Tina Klocke
|
|
Tina Klocke
|
||
Chief Operations and Financial Bear, Treasurer and Secretary
|
||
Build-A-Bear Workshop, Inc.
|
||
(Principal Financial and Accounting Officer)
|
Independent Auditors’ Report
|
1
|
Balance Sheets as of December 31, 2011 (unaudited), January 1, 2011(unaudited) and January 2, 2010
|
2
|
Statements of Operations for the years ended December 31, 2011 (unaudited), January 1, 2011 (unaudited) and January 2, 2010
|
3
|
Statements of Members’ Equity (Deficit) for the years ended December 31, 2011 (unaudited), January 1, 2011(unaudited) and January 2, 2010
|
4
|
Statements of Cash Flows for the years ended December 31, 2011 (unaudited), January 1, 2011 (unaudited) and January 2, 2010
|
5
|
Notes to Financial Statements
|
6 – 15
|
Assets
|
December 31, 2011
|
January 1, 2011
|
||||||
(unaudited)
|
(unaudited)
|
|||||||
Current assets:
|
||||||||
Cash and cash equivalents
|
$ | 2,704,511 | $ | 1,451,791 | ||||
Inventories
|
1,602,465 | 2,087,619 | ||||||
Trade receivables
|
(26,829 | ) | 1,770,162 | |||||
Other receivable
|
113,819 | 26,604 | ||||||
Prepaid expenses and other current assets
|
238,126 | 576,956 | ||||||
Total current assets
|
4,632,092 | 5,913,132 | ||||||
Property and equipment, net
|
3,177,116 | 5,761,365 | ||||||
Other intangible assets, net of accumulated amortization
of $770,565 and $10,224, respectively
|
760,341 | 299,465 | ||||||
Other assets, net
|
10,224 | 15,282 | ||||||
Total assets
|
$ | 8,579,773 | $ | 11,989,244 | ||||
Liabilities and Members’ Equity
|
||||||||
Current liabilities:
|
||||||||
Accounts payable
|
$ | 393,818 | $ | 2,068,573 | ||||
Due to related parties
|
1,555,350 | 1,626,531 | ||||||
Accrued expenses
|
747,018 | 1,525,072 | ||||||
Gift cards and customer deposits
|
569,044 | 458,881 | ||||||
Short-term note payable
|
1,500,000 | 9,745,000 | ||||||
Total current liabilities
|
4,765,230 | 15,424,057 | ||||||
Deferred rent
|
469,112 | 791,977 | ||||||
Commitments and contingencies
|
||||||||
Mezzanine equity:
|
||||||||
Class A preferred units
|
14,056,568 | 14,056,568 | ||||||
Class B preferred units
|
13,270,139 | 13,270,139 | ||||||
Class C preferred units
|
12,982,610 | — | ||||||
Members’ equity:
|
||||||||
Common units
|
222,758 | 87,490 | ||||||
Retained deficit
|
(37,186,644 | ) | (31,640,987 | ) | ||||
Total members’ equity
|
(36,963,886 | ) | (31,553,497 | ) | ||||
Total liabilities and members’ equity
|
$ | 8,579,773 | $ | 11,989,244 |
Years Ended
|
||||||||||||
December 31, 2011
|
January 1, 2011
|
January 2, 2010
|
||||||||||
(unaudited)
|
(unaudited)
|
|
||||||||||
Net retail sales
|
$ | 14,512,710 | $ | 10,587,372 | 7,145,899 | |||||||
Wholesale revenue
|
5,409,246 | 1,698,170 | — | |||||||||
Slotting revenue
|
— | 78,942 | 200,687 | |||||||||
Total revenue
|
19,921,956 | 12,364,484 | 7,346,586 | |||||||||
Costs and expenses:
|
||||||||||||
Cost of merchandise sold
|
12,104,106 | 8,048,446 | 6,568,514 | |||||||||
Selling, general, and administrative
|
12,437,039 | 8,878,854 | 8,853,139 | |||||||||
Store preopening
|
— | 462,546 | 62,820 | |||||||||
Store closing
|
630,175 | 176,570 | 3,021,183 | |||||||||
Interest expense, net
|
296,293 | 1,150,238 | 213,466 | |||||||||
Total costs and expenses
|
25,467,613 | 18,716,654 | 18,719,122 | |||||||||
Net loss
|
$ | (5,545,657 | ) | $ | (6,352,170 | ) | (11,372,536 | ) |
Common
|
Retained
|
|||||||||||
units
|
deficit
|
Total
|
||||||||||
Balance, January 3, 2009
|
85,850 | $ | (13,916,281 | ) | $ | (13,830,431 | ) | |||||
Capital contributions
|
1,640 | — | 1,640 | |||||||||
Net loss
|
— | (11,372,536 | ) | (11,372,536 | ) | |||||||
Balance, January 2, 2010
|
87,490 | (25,288,817 | ) | (25,201,327 | ) | |||||||
Net loss (unaudited)
|
— | (6,352,170 | ) | (6,352,170 | ) | |||||||
Balance, January 1, 2011 (unaudited)
|
87,490 | (31,640,987 | ) | (31,553,497 | ) | |||||||
Capital contributions (unaudited)
|
135,268 | — | 135,268 | |||||||||
Net loss (unaudited)
|
— | (5,545,657 | ) | (5,545,657 | ) | |||||||
Balance, December 31, 2011 (unaudited)
|
222,758 | $ | (37,186,644 | ) | $ | (36,963,886 | ) |
Years Ended
|
||||||||||||
December 31, 2011
|
January 1, 2011
|
January 2, 2010
|
||||||||||
(unaudited)
|
(unaudited)
|
|
||||||||||
Cash flows from operating activities:
|
||||||||||||
Net loss
|
$ | (5,545,657 | ) | $ | (6,352,170 | ) | $ | (11,372,536 | ) | |||
Adjustments to reconcile net income to net cash
used in operating activities:
|
||||||||||||
Depreciation and amortization
|
(568,491 | ) | 2,502,917 | 2,601,423 | ||||||||
Impairment of store assets
|
415,658 | — | 2,971,231 | |||||||||
Loss on disposal of property and equipment
|
301,596 | 162,329 | — | |||||||||
Change in assets and liabilities:
|
||||||||||||
Inventories
|
485,154 | (56,044 | ) | 1,211,875 | ||||||||
Receivables
|
1,709,777 | (1,766,477 | ) | 442,871 | ||||||||
Prepaid expenses and other current assets
|
338,830 | (410,857 | ) | 830,598 | ||||||||
Accounts payable
|
(3,967,712 | ) | 1,196,152 | (682,687 | ) | |||||||
Accrued expenses and other liabilities
|
(324,331 | ) | 143,289 | 1,411,308 | ||||||||
Net cash used in operating activities
|
(7,155,176 | ) | (4,580,861 | ) | (2,585,917 | ) | ||||||
Cash flows from investing activities:
|
||||||||||||
Purchases of property and equipment
|
2,446,790 | (2,742,651 | ) | (1,876,861 | ) | |||||||
Purchases of other assets and other intangible assets
|
(467,122 | ) | (298,757 | ) | (77,615 | ) | ||||||
Net cash used in investing activities
|
1,979,668 | (3,041,408 | ) | (1,954,476 | ) | |||||||
Cash flows from financing activities:
|
||||||||||||
Proceeds from short-term borrowings
|
3,150,000 | 8,468,822 | 2,385,000 | |||||||||
Repayments of short-term borrowings
|
(9,839,650 | ) | (1,108,822 | ) | — | |||||||
Proceeds from capital investments by members
|
13,117,878 | 1,074,650 | 1,051,245 | |||||||||
Net cash provided by financing activities
|
6,428,228 | 8,434,650 | 3,436,245 | |||||||||
Net increase (decrease) in cash and
cash equivalents
|
1,252,720 | 812,381 | (1,104,148 | ) | ||||||||
Cash and cash equivalents, beginning of period
|
1,451,791 | 639,410 | 1,743,558 | |||||||||
Cash and cash equivalents, end of period
|
$ | 2,704,511 | $ | 1,451,791 | $ | 639,410 | ||||||
Supplemental disclosure of cash flow information:
|
||||||||||||
Capital expenditures included in accounts payable
|
$ | — | $ | 592,146 | $ | — | ||||||
Cash paid for interest
|
183,555 | 157,779 | — |
2011
|
2010
|
|||||||
Leasehold improvements
|
$ | 2,021,992 | 2,476,612 | |||||
Furniture and fixtures
|
1,260,705 | 1,397,146 | ||||||
Computer hardware
|
618,405 | 444,466 | ||||||
Computer software
|
836,229 | 3,253,510 | ||||||
Molds
|
2,757,053 | 2,373,024 | ||||||
Construction in progress
|
156,709 | 974,399 | ||||||
7,651,093 | 10,919,157 | |||||||
Less accumulated depreciation
|
4,293,111 | 5,157,792 | ||||||
$ | 3,357,982 | 5,761,365 |
2011
|
2010
|
|||||||
Accrued wages, bonuses, and related expenses
|
$ | 229,021 | 160,536 | |||||
Sales tax payable
|
(17,718 | ) | 151,083 | |||||
Accrued interest
|
74,932 | 970,651 | ||||||
Accrued rent and related expenses
|
(35,429 | ) | 86,251 | |||||
Other
|
496,212 | 156,551 | ||||||
$ | 747,018 | 1,525,072 |
2012
|
587,915 | |||
2013
|
589,940 | |||
2014
|
544,043 | |||
2015
|
375,546 | |||
2016
|
194,576 | |||
Subsequent to 2016
|
140,161 | |||
$ | 2,432,181 |
Class A
|
Class B
|
Class C
|
||||||||||||||||||||||
Common
|
Common
|
Common
|
Preferred
|
Preferred
|
Preferred
|
|||||||||||||||||||
units, $0.011
|
units, $0.016
|
units, $0.018
|
units, $0.973
|
units, $1.50
|
units, $1.75
|
|||||||||||||||||||
par value
|
par value
|
par value
|
par value
|
par value
|
par value
|
|||||||||||||||||||
Balance, January 3, 2009
|
7,287,164 | 315,833 | 14,453,306 | 7,430,089 | — | |||||||||||||||||||
Capital contributions
|
— | 102,500 | — | 700,237 | — | |||||||||||||||||||
Balance, January 2, 2010
|
7,287,164 | 418,333 | — | 14,453,306 | 8,130,326 | — | ||||||||||||||||||
Capital contributions
|
— | — | — | — | 716,433 | — | ||||||||||||||||||
Balance, January 1, 2011
|
7,287,164 | 418,333 | — | 14,453,306 | 8,846,759 | — | ||||||||||||||||||
Capital contributions
|
— | — | 7,514,882 | — | — | 7,418,634 | ||||||||||||||||||
Balance, December 31, 2011
|
7,287,164 | 418,333 | 7,514,882 | 14,453,306 | 8,846,759 | 7,418,634 |
Asset impairment
|
$ | 2,643,016 | ||
Lease termination
|
1,192,944 | |||
Accrued rent
|
(254,703 | ) | ||
Tenant allowance
|
(769,734 | ) | ||
Deferred leasing charges
|
38,236 | |||
Severance
|
68,871 | |||
Inventory
|
37,376 | |||
Other
|
65,177 | |||
$ | 3,021,183 |