(

)

Summary of Significant Accounting Policies

For each accounting topic that is addressed in its own note, the description of the accounting policy

may

be found in the related note. The Company’s other significant accounting policies

applied in the preparation of the accompanying consolidated financial statements are as follows:

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Build-A-Bear Workshop, Inc. and its wholly-owned subsidiaries. All significant intercompany accounts are eliminated in consolidation.

Fiscal Year

The Company operates on a

- or

-week fiscal year ending on the Saturday closest to

January

31.

The periods presented in these financial statements are fiscal

2019

(

weeks ended

February 1, 2020

) and fiscal

2018

(

weeks ended

February 2, 2019

). References to years in these financial statements relate to fiscal years or year ends rather than calendar years.

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents include cash and short-term highly liquid investments with an original maturity of

three

months or less held in both domestic and foreign financial institutions. In addition, the Company has long-term deposits at multiple institutions to satisfy contractual terms with

one

landlord in China and the UK Customs Authority (unrelated to the matter discussed in Note

- Commitments and Contingencies). The Company presents these as long-term deposits within other non-current assets within the consolidated balance sheet. These deposits are considered restricted cash and disclosed within the supplemental disclosure within the condensed consolidated statement of cash flows. The change in the balance of these deposits from fiscal

2018

to fiscal

2019

is the result of the foreign currency remeasurement of the British Pound.

The majority of the Company’s cash and cash equivalents exceed federal deposit insurance limits. The Company has

not

experienced any losses in such accounts and management believes that the Company is

not

exposed to any significant credit risk on cash and cash equivalents.

Inventories

Inventories are stated at the lower of cost or net realizable value, with cost determined on an average-cost basis. Inventory includes supplies of $

3.2

million and $

2.9

million as of

February 1, 2020

and

February 2, 2019

, respectively. A reserve for estimated shortage is accrued throughout the year based on detailed historical averages. The inventory reserve was $

0.8

million and $

0.9

million as of

February 1, 2020

and

February 2, 2019

, respectively.

Receivables

Receivables consist primarily of amounts due to the Company in relation to tenant allowances, wholesale and corporate product sales, franchisee royalties and product sales, certain amounts due from taxing authorities and licensing revenue. The Company assesses the collectability of all receivables on an ongoing basis by considering its historical credit loss experience, current economic conditions, and other relevant factors. Based on this analysis, the Company has established an allowance for doubtful accounts of $

6.3

million and $

5.4

million as of

February 1, 2020

and

February 2, 2019

, respectively.

Property and Equipment

Property and equipment consist of leasehold improvements, furniture and fixtures, computer equipment and software, building and land and are stated at cost. Leasehold improvements are depreciated using the straight-line method over the shorter of the useful life of the assets or the life of the lease which is generally

ten

years. Furniture and fixtures and computer equipment are depreciated using the straight-line method over the estimated service lives ranging from

three

seven

years. Computer software includes certain costs, including internal payroll costs incurred in connection with the development or acquisition of software for internal use and is amortized using the straight-line method over a period of

three

five

years. New store construction deposits are recorded at the time the deposit is made as construction-in-progress and reclassified to the appropriate property and equipment category at the time of completion of construction, when operations of the store commence. Maintenance and repairs are expensed as incurred and improvements are capitalized. Gains or losses on the disposition of fixed assets are recorded upon disposal.

Leases

In the

first

quarter of

2019,

the Company adopted ASC

842,

Leases

, using the modified retrospective approach. Results for

2019

are presented under ASC

842,

while the prior period consolidated financial statements have

not

been adjusted and continue to be presented under the accounting standard in effect at that time.

The majority of the Company's leases relate to retail stores and corporate offices. For leases with terms greater than

months, the Company records the related asset and obligation at the present value of lease payments over the term. Most retail store leases have an original term of

five

ten

-year base period and include renewal options to extend the lease term beyond the initial base period and are typically much shorter than the original lease term giving the Company lease optionality. The renewal options are

not

included in the measurement of the right of use assets and right of use liabilities unless the Company is reasonably certain to exercise the optional renewal periods. Some leases also include early termination options, which can be exercised under specific conditions. Additionally, the Company

may

operate stores for a period of time on a month-to-month basis after the expiration of the lease term. The Company's lease agreements do

not

contain any material residual value guarantees or material restrictive covenants. Additionally, certain leases contain incentives, such as construction allowances from landlords and/or rent abatements subsequent to taking possession of the leased property. These incentives reduce the right-of-use asset related to the lease and are amortized through the right-of-use asset as reductions of expense over the lease term.

The Company's leases typically contain rent escalations over the lease term and the Company recognizes expense for these leases on a straight-line basis over the lease term. T

he Company recognizes the related rental expense on a straight-line basis and records the difference between the recognized rental expense and amounts payable under the lease as part of the lease right-of-use asset.

Some of the Company's leases include rent escalations based on inflation indexes and fair market value adjustments. Certain leases contain contingent rental provisions that include a fixed base rent plus an additional percentage of the store’s sales in excess of stipulated amounts. Operating lease liabilities are calculated using the prevailing index or rate at lease commencement. Subsequent escalations in the index or rate and contingent rental payments are recognized as variable lease expenses.

For leases entered into or reassessed after the adoption of the new standard, the Company has elected the practical expedient allowed by the standard to account for all fixed consideration in a lease as a single lease component. Therefore, the lease payments used to measure the lease liability for these leases include fixed minimum rentals along with fixed operating costs such as common area maintenance and utilities.

Most of the Company’s leases do

not

provide a readily available implicit interest rate. Therefore, the Company estimates the incremental borrowing discount rate based on information available at lease commencement. The discount rates used are indicative of a synthetic credit rating based on quantitative and qualitative analysis and adjusted

one

notch higher to estimate a secured credit rating. For non-U.S. locations, a risk-free rate yield based on the currency of the lease is used to adjust the estimate of the incremental borrowing rate.

Other Intangible Assets

Other intangible assets consist primarily of initial costs related to trademarks and other intellectual property. Trademarks and other intellectual property represent

third

-party costs that are capitalized and amortized over their estimated lives ranging from

one

three

years using the straight-line method.

Other Assets

Other assets consist primarily of the non-current portion of prepaid income taxes and deferred costs related to franchise agreemen

ts.

Deferred franchise costs are initial costs related to the Company’s franchise agreements that are deferred and amortized over the life of the respective franchise agreement.

Long-lived Assets

Whenever facts and circumstances indicate that the carrying value of a long-lived asset

may

not

be recoverable, the carrying value is reviewed. If this review indicates that the carrying value of the asset will

not

be recovered, as determined based on projected undiscounted cash flows related to the asset over its remaining life, the carrying value of the asset is reduced to its estimated fair value. The Company performs an annual assessment of the store assets in the direct-to-consumer (“DTC”) segment, based on operating performance and forecasts of future performance. Total impairment charges were immaterial for fiscal

2019

and

$5.9

million in fiscal

2018

. These impairment charges were recorded within cost of merchandise sold and selling, general and administrative expenses (See Note

- Property and Equipment for further discussion regarding the impairment of long-lived assets).

The calculation of fair value requires multiple assumptions regarding our future operations to determine future cash flows, including but

not

limited to, sales volume, margin rates and discount rates. If different assumptions were used in the analysis, it is possible that the amount of the impairment charge

may

have been significantly different than what was recorded. In addition, our impairment assumptions to be made during fiscal

2020

are likely to be negatively impacted by COVID-

19,

which

may

result in additional impairment charges.

Revenue

See Note

— Revenue for additional accounting information.

Cost of Merchandise Sold

Cost of merchandise sold - retail includes the cost of the merchandise, including royalties paid to licensors of

third

-party branded merchandise; store occupancy cost, including store depreciation and store asset impairment charges (See Note

– Property and Equipment for further discussion regarding the impairment of long-lived assets); cost of warehousing and distribution; packaging; stuffing; damages and shortages; and shipping and handling costs incurred in shipment to customers. Cost of merchandise sold - commercial includes the cost of the merchandise, including royalties paid to licensors of

third

-party branded merchandise; cost of warehousing and distribution; packaging; stuffing; damages and shortages; and shipping and handling costs incurred in shipment to customers.

Selling, General, and Administrative Expenses

Selling, general, and administrative expenses include store payroll and related benefits, advertising, credit card fees, store supplies and store closing costs, as well as central office management payroll and related benefits, travel, information systems, accounting, insurance, legal, and public relations. It also includes depreciation and amortization of central office leasehold improvements, furniture, fixtures, and equipment, as well as amortization of trademarks and intellectual property.

In addition, bad debt expenses and accounts receivable related charges are recorded.

Further, it includes store preopening expenses which represent costs incurred prior to store openings, remodels and relocations including certain store set-up, labor and hiring costs, rental charges, payroll, marketing, travel and relocation costs.

Advertising

The costs of advertising and marketing programs are charged to operations in the

first

period the program takes place. Advertising expense was $

12.2

million and $

16.5

million for fiscal years

2019

and

2018

, respectively.

Income Taxes

Income taxes are accounted for using a balance sheet approach known as the liability method. The liability method accounts for deferred income taxes by applying the rate, based on enacted tax law, that will be in effect in the period in which the temporary differences between the book basis and the tax basis of assets and liabilities reverse or are settled. Deferred taxes are reported on a jurisdictional basis.

Tax positions are reviewed at least quarterly and adjusted as new information becomes available. The recoverability of deferred tax assets is evaluated by assessing the adequacy of future expected taxable income from all sources, including reversal of taxable temporary differences, available tax planning strategies and forecasted operating earnings. These estimates of future taxable income inherently require significant judgment. To the extent it is considered more likely than

not

that a deferred tax asset will be

not

recovered, a valuation allowance is established. The negative impacts of COVID-

may

result in the establishment of additional valuation allowances in certain jurisdictions in fiscal

2020.

The Company assesses its total liability for uncertain tax positions on a quarterly basis. The Company recognizes estimated interest and penalties related to unrecognized tax benefits in income tax expense. See Note

8—Income

Taxes for further discussion.

ncome

Per Share

Under the

two

-class method, basic income per share is determined by dividing net income allocated to common stockholders by the weighted average number of common shares outstanding during the period. In periods of net loss,

effect is given to the Company’s participating securities as they do

not

contractually participate in the losses of the Company. Diluted income per share reflects the potential dilution that could occur if options to issue common stock were exercised. In periods in which the inclusion of such instruments is anti-dilutive, the effect of such securities is

not

given consideration.

Stock-Based Compensation

The Company has share-based compensation plans covering certain management groups and its Board of Directors. The Company accounts for share-based payments utilizing the fair value recognition provisions of ASC

718.

The Company recognizes compensation cost for equity awards over the requisite service period for the entire award and forfeitures as they occur. See Note

— Stock Incentive Plans for additional information.

Comprehensive

Income (

Los

)

Comprehensive income (loss) is comprised of net income (loss) and foreign currency translation adjustments.

eferred Compensation Plan

The Company maintains a Deferred Compensation Plan for the benefit of certain management employees. The investment funds offered to the participant generally correspond to the funds offered in the Company’s

401

(k) plan, and the account balance fluctuates with the investment returns on those funds. The fair value of the assets, classified as trading securities, and corresponding liabilities are based on unadjusted quoted market prices for the funds in active markets with sufficient volume and frequency (Level

). As of

February 1, 2020

, the current portions of the assets and related liabilities of less than

$0.1

million are presented in prepaid expenses and other current assets and accrued expenses in the accompanying consolidated balance sheets, and the non-current portions of the assets and the related liabilities of $

1.3

million are presented in other assets, net and other liabilities in the accompanying consolidated balance sheets. As of

February 2, 2019

, the current portions of the assets and related liabilities of

$0.1

1.0

million are presented in other assets, net and other liabilities in the accompanying consolidated balance sheets.

Fair Value of Financial Instruments

For purposes of financial reporting, management has determined that the fair value of financial instruments, including cash and cash equivalents, receivables, short term investments, accounts payable and accrued expenses, approximates book value at

February 1, 2020

and

February 2, 2019

Use of Estimates

The preparation of the consolidated financial statements requires management of the Company to make a number of estimates and assumptions relating to the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. The assumptions used by management in future estimates could change significantly due to changes in circumstances, including, but

not

limited to, challenging economic conditions. Accordingly, future estimates

may

change significantly. Significant items subject to such estimates and assumptions include the calculation of revenue from gift card breakage, valuation of long-lived assets, including deferred income tax assets, and the determination of deferred revenue under the Company’s customer loyalty program.

Sales Tax Policy

The Company’s revenues in the consolidated statement of operations are net of sales taxes.

Foreign Currency

Assets and liabilities of the Company’s foreign operations with functional currencies other than the U.S. dollar are translated at the exchange rate in effect at the balance sheet date, while revenues and expenses are translated at average rates prevailing during the year. Translation adjustments are reported in accumulated other comprehensive income, a separate component of stockholders’ equity. Gains and losses resulting from foreign exchange transactions, including the impact of the re-measurement of the Company’s balance sheet, are recorded as a component of selling, general and administrative expenses. The Company recorded a loss of $

0.1

million and $

1.0

million related to foreign currency in fiscal

2019

and

2018

, respectively.

Subsequent Events

March 2020,

the World Health Organization announced that COVID-

is a global pandemic. On

March 17, 2020,

the Company announced the temporary closure of all owned and operated stores in the United States, Canada, the United Kingdom, Denmark and Ireland as a result of the pandemic. In addition, on

March 26, 2020,

the Company announced the temporary closure of its warehouse and e-commerce fulfillment center in Ohio as it reviewed its process related to workplace safety, including social distancing and sanitation practices recommended by the Centers for Disease Control and Prevention. The Ohio warehouse was reopened on

April 1, 2020

following the review and reconfiguration of workflow and workspaces to further promote social distancing and minimize interaction as orders are fulfilled. While the e-commerce business in the United States and the United Kingdom continue to serve customers during this crisis, the Company has experienced a loss of sales and earnings as a result of the store closures. In addition, many of the Company's wholesale customers have also closed their retail stores affecting their inventory purchases. Although the store closures are expected to be temporary, the Company cannot estimate the duration of the store closures, the impact on our interactive retail experience once stores are reopened, or the full financial effect as a result of COVID-

19.

The Company is taking steps to manage its resources conservatively by reducing and/or deferring capital expenditures, inventory purchases and operating expenses to mitigate the adverse impact of the pandemic. These steps include, but are

not

limited to, the furlough of over

90%

of its workforce, effective

March 29, 2020;

pay reductions of

20%

for those employees

not

placed on temporary leave, including the Company's executive officers and each of its named executive officers, effective

March 29, 2020;

the elimination of the

first

fiscal quarter

2020

annual cash retainers for all non-employee directors serving on the Company's Board of Directors; minimizing costs associated with closed retail facilities; reducing marketing expenses; reducing variable expenses during the store closure period; and investigating government relief options and applying if and when the Company believes it would be appropriate. In addition, the Company is working with its landlords to minimize costs associated with its closed retail facilities.

The Company has

not

borrowed on its credit facility as of

April 13, 2020

and had

approximately

$23.8

million in

operating cash. Due to the impacts of COVID-

and the closure of our owned and operated stores, our financial performance in the

first

quarter of fiscal

2020

will be negatively impacted. As a result, it is likely that we will be unable to comply with certain covenants in our existing line of credit. The Company's liquidity

may

be negatively impacted if stores do

not

resume normal operations and the Company

may

be required to pursue additional sources of financing to meet its financial obligations. Obtaining such financing is

not

guaranteed and is largely dependent on market conditions and other factors. The Company believes that its current cash balance, along with the actions taken as outlined above, provides it with sufficient current liquidity. Future impact of COVID-

may

require further actions by the Company to improve its cash position, including but

not

limited to, monetizing Company assets including the Company owned warehouse in Ohio, inventory, implementing further employee furloughs, and foregoing capital expenditures and other discretionary expenses.

March 27, 2020,

the Coronavirus Aid, Relief, and Economic Security ("CARES") Act (the "Act") was enacted. The CARES Act is an approximately

trillion emergency economic stimulus package in response to the COVID-

pandemic, which among other things contains numerous income tax provisions. Some of these tax provisions are expected to be effective retroactively for years ending before the date of enactment. The Company is currently evaluating the implications of the Act.

ecent Accounting Pronouncements

– Adopted in the current year

February 2016,

the FASB issued new guidance on leases (“Topic

842"

), which replaced most existing lease accounting guidance in U.S. GAAP. The core principle of Topic

842

is that an entity recognizes the rights and obligations resulting from leases as assets and liabilities for all leases with terms greater than

months. The lease liability is measured at the present value of the lease payments over the lease term. The right-of-use asset (“ROU”) is measured at the lease liability amount, adjusted for lease prepayments, lease incentives received and the lessee’s initial direct costs (e.g., commissions). Presentation of leases within the consolidated statements of operations, except for additional impairment of ROU assets, which could be material given the size of ROU assets, and consolidated statements of cash flows is generally consistent with the historical lease accounting guidance.

Effective

February 3, 2019,

the Company adopted the FASB guidance on leases (“Topic

842”

). The Company adopted Topic

842

using the modified retrospective transition approach, which includes a number of optional practical expedients that entities

may

elect to apply. The Company has elected certain practical expedients, including the package of practical expedients to

not

reassess prior conclusions related to contracts containing leases, lease classification and initial direct costs as well as an accounting policy to account for lease and non-lease components as a single component. The Company also elected the optional transition method that gives companies the option to use the effective date as the date of initial application on transition, and as a result, the Company will

not

adjust its comparative period financial information or make the new required lease disclosures for periods before the effective date. The Company has elected to make the accounting policy election for short-term leases. Consequently, short-term leases will be recorded as an expense on a straight-line basis over the lease term. The Company did

not

elect the hindsight practical expedient.

Upon adoption and transition, the Company recognized a cumulative-effect charge of

$7.4

million net of tax to the opening balance of retained earnings which represents impairment charges to the right-of-use assets associated with stores whose fixed assets have been previously impaired or had indicators of impairment, and whose right-of-use-assets were determined to be above fair market value. The fair value of the right-of-use asset was determined using a discounted cash flow analysis, considering market rent and market discount rates.

The table below presents the lease-related assets and liabilities recorded on the balance sheet as of adoption on

February 3, 2019.

		February 3,
	Classification on the Balance Sheet	2019
Assets
Operating lease right-of-use assets	Operating lease right-of-use assets	$	151,513

Liabilities
Current - Operating	Operating lease liability short term		34,672
Noncurrent - Operating	Operating lease liability long term		141,519
Total lease liabilities		$	176,191

Recent Accounting Pronouncements – Pending adoption

June 2016,

the FASB issued ASU

No.

2016

13,

“Financial Instruments-Credit Losses (Topic

326

): Measurement of Credit Losses on Financial Instruments.” This ASU requires entities to report “expected” credit losses on financial instruments and other commitments to extend credit rather than the current “incurred loss” model. These expected credit losses for financial assets held at the reporting date are to be based on historical experience, current conditions and reasonable and supportable forecasts. This ASU will also require enhanced disclosures relating to significant estimates and judgments used in estimating credit losses, as well as the credit quality. As the Company is currently filing as a Smaller Reporting Company, this ASU is

not

effective until the fiscal year beginning after

December 15, 2022.

The Company is currently evaluating the impact the adoption of this ASU will have on our consolidated financial statements.

December 2019,

the FASB issued ASU

No.

2019

12,

“Income Taxes (Topic

740

): Simplifying the Accounting for Income Taxes,” which simplifies the accounting for income taxes by eliminating certain exceptions related to intraperiod tax allocation, simplifies certain elements of accounting for basis differences and deferred tax liabilities during a business combination, and standardizes the classification of frachise taxes. The ASU is effective for fiscal years beginning after

December 15, 2020,

including interim periods within those fiscal years, and early adoption is permitted. The Company is currently evaluating the impact the adoption of this ASU will have on our consolidated financial statements.