Item 2.02. Results of Operations and Financial Condition.

This Current Report Form 8-K/A of Build-A-Bear Workshop, Inc. (the "Company") relates to the Current Report on Form 8-K filed on March 10, 2021 (the "Original Report"). In the Original Report, the Company furnished a press release (the "Press Release") announcing its results for the Company's 2020 fourth fiscal quarter and full 2020 fiscal year ended January 30, 2021. This amendment describes changes from the Original Report.

After the filing of the Original Report, and in connection with the finalization of its fiscal 2020 audit, the Company identified certain changes to the financial statements filed in the Original Report. These revisions affected the following items on the Company's Consolidated Balance Sheets: Accounts payable, Accrued expenses, Total current liabilities, Other liabilities, Retained earnings, and Total stockholders' equity. The revisions also affected the following items on the Company's Consolidated Statements of Operations: Cost of merchandise sold - retail, Consolidated gross profit, Selling, general and administrative expense, income (loss) before income taxes, and, net (loss) income and (loss) income per common share for the quarter and year ended January 30, 2021. These changes also affected the Company's Adjusted income (loss) before income taxes (adjusted pre-tax), Adjusted net (loss) income, and Adjusted net (loss) income per diluted share (adjusted EPS). A summary of the revised amounts is set forth below. Amended financial statements giving effect to these changes are reflected in this Report and replace those included in the Press Release. These adjustments have no effect on the Company's previously issued guidance for 2021.

The changes were primarily the result of the following:



  ? A reduction in Selling, general and administrative expense of approximately
    $1.5 million, which was due to a change in estimate of incentive compensation
    expense because of the significant Loss before income taxes in fiscal 2020,
    largely driven by negative impact of the pandemic. This change in estimate
    resulted in a corresponding increase in income (loss) before income taxes, and
    (loss) income per common share within the Unaudited Condensed Consolidated
    Statement of Operations. This change also resulted in a decrease in Accrued
    expenses of the same amount within the Unaudited Condensed Consolidated
    Balance Sheets.


  ? A reduction in Accrued expenses and an increase in Other liabilities of
    approximately $1.0 million within the Unaudited Condensed Consolidated Balance
    Sheets was due to a reclassification of the long-term portion of deferred FICA
    tax payments. This change had no effect on the Unaudited Condensed
    Consolidated Statements of Operations.


  ? The aggregate effect of certain immaterial adjustments of $0.1 million
    affecting Cost of goods sold - retail and Selling, general and administrative
    expenses in the Unaudited Condensed Consolidated Statements of Operations and
    Accrued expenses and Accounts payable within the Unaudited Condensed
    Consolidated Balance Sheets.

Note Regarding Non-GAAP Financial Measures In this Current Report on Form 8-K/A, the Company's financial results are provided both in accordance with generally accepted accounting principles (GAAP) and using certain non-GAAP financial measures. In particular, the Company provides historic income and income per diluted share adjusted to exclude certain costs and accounting adjustments, which are non-GAAP financial measures. These results are included as a complement to results provided in accordance with GAAP because management believes these non-GAAP financial measures help identify underlying trends in the Company's business and provide useful information to both management and investors by excluding certain items that may not be indicative of the Company's core operating results. These measures should not be considered a substitute for or superior to GAAP results. These non-GAAP financial measures are defined and reconciled to the most comparable GAAP measure later in this document.



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The information furnished in, contained, or incorporated by reference into this Item 2.02, 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, as amended, or the Exchange Act, regardless of any general incorporation language in such filing. In addition, this report 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 this Item.




Item 9.01      Financial Statements and Exhibits.

(d) Exhibits

Exhibit
Number     Description of Exhibit

104        Cover Page Interactive Data File (formatted as Inline XBRL and
           contained in Exhibit 101)

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