Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the
following provisions (
see General Instruction A.2. below):
Item 7.01.
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Regulation FD Disclosure.
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Build-A-Bear Workshop, Inc. (the
“Company”) prepared an investor presentation containing certain information and financial highlights. Representatives of
the Company intend to present some of or all of this presentation to current and prospective investors at various conferences and meetings. A copy of the investor presentation is attached hereto as
Exhibit 99.1 to this Current Report on Form 8-K
and is
incorporated herein by reference. A copy of the investor presentation is also available on the Investor Relations section of
the Company’s
web site at
http://IR.buildabear.com.
To supplement its financial statements presented in accordance with GAAP,
the Company used, in its investor presentation, certain non-GAAP
measures of financial performance.
The Company believes that these non-GAAP measures will allow for a better evaluation of the operating performance of the business and facilitate a meaningful comparison of
the Company’s results in the current
period to those in prior periods and future periods. Reference to these non-GAAP measures should not be considered as a substitute for results that are presented in a manner consistent with GAAP. These non-GAAP measures are provided to enhance
investors’ overall understanding of
the Company’s financial performance.
* * * * *
The information furnished in, contained, or
incorporated by reference into Item 7.01 above, including
Exhibit 99.1 attached hereto, is being furnished
and shall not be deemed
“filed” for purposes of Section 18 of the Securities and Exchange Act of 1934 (the
“Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing
under the Securities Act of 1933 (the
“Securities Act”), as amended, or the Exchange Act, regardless of any general incorporation language in such filing. In addition, this report (including
Exhibit 99.1) shall not be deemed an admission as to
the materiality of any information contained herein that is required to be disclosed solely as a requirement of Item 7.01.
This Current Report on Form 8-K and the investor presentation attached hereto as
Exhibit 99.1, respectively, contain certain statements
that may be deemed to be
“forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements in this report and in such exhibit not dealing with historical results are
forward-looking and are based on various assumptions. The forward-looking statements in this report and in such exhibit are subject to risks and uncertainties that could cause actual results to differ materially from those expressed in or implied
by the statements. Factors that may cause actual results to differ materially from those contemplated by such forward-looking statements include, among other things: statements regarding
the Company’s goals, intentions, and expectations; business
plans and growth strategies; estimates of
the Company’s risks and future costs and benefits; forecasted demographic and economic trends relating to
the Company’s industry; and other risk factors referred to from time to time in filings made by
the Company with the Securities and Exchange Commission. Forward-looking statements speak only as to the date they are made.
The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after
the date the forward-looking statements are made.
The Company disclaims any intent or obligation to update these forward-looking statements.
Item 9.01
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Financial Statements and Exhibits.
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(d)
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Exhibits
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Exhibit Number
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Description of Exhibit
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.