Greetings and welcome to the Build-A-Bear Workshop first quarter fiscal year 2016 earnings results conference call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instructions]. As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Allison Malkin of ICR. Please go ahead.

Good morning. Thank you for joining us. With me today are Sharon Price John, CEO and Voin Todorovic, CFO. For today's call, Sharon will begin with a discussion of our first quarter results and highlight our performance against the key priorities we outlined we began fiscal 2016. Voin will review the financials and guidance and then we will take your questions. Our press release issued this morning included the announcement that the Board has authorized management to review a full range of strategic alternatives. Given that, we are limited in making additional comments or answering questions regarding this review. We ask that you focus your questions on our first quarter results and stated strategies. We also ask that you limit your questions to one question and one follow-up. This way, we can get to everyone's questions during this one-hour call. Feel free to re-queue if you have further questions. Members of the media who maybe on our call today should contact us after this conference call with your questions. Please note, the call is being recorded and broadcast live via the Internet. The earnings release is available on the Investor Relations portion of our corporate website and a replay of both our call and webcast will be available later today on the IR site. Before I turn the call over to management, I will remind everyone that forward-looking statements are inherently subject to risks and uncertainties. Our actual results could differ materially from those currently anticipated due to a number of factors, including those set forth in the Risk Factors section in the Annual Report on Form 10-K and we undertake no obligation to revise any forward-looking statements. And now, I would like to turn the call over to Sharon.

Thanks, Allison. Good morning and thanks for joining us today. As you know, we recently delivered our third consecutive year of increased profitability and comparable sales growth fueled by margin expansion and improved operational metrics, such as the highest average transaction value in our history while consistently generating strong cash flow. These accomplishments and the consistency of our performance amid ongoing instability in the macro retail environment represent an important milestone in Build-A-Bear's turnaround plan that was initiated in late 2012 as we successfully reversed an eight year trend of comparable sales declines and profitability contraction. Given this, we believe we are on track to move to the next phase of our multiyear turnaround by evolving from our stated objectives of delivering sustained profitability to a focus on driving sustained profitable growth. This shift is a result of the traction we are gaining with our more strategy, which is simply described as profitably monetizing the Build-A-Bear brand by extending into more places with more products to reach more people. With the focus on sustained profitable growth, late last year, the Board and management began to discuss ways for Build-A-Bear to potentially accelerate the execution of key growth initiatives for the future, while enhancing total shareholder value. As a result of these discussions, the Board determined that it was an ideal time to explore a range of strategic alternatives for the company, which could take many directions. As you are aware, there is no assurance that this exploration will result in any strategic alternatives being announced or executed. We will be limited as to any additional comment on this topic as the process unfolds, unless and until the Board determines that further disclosure is appropriate. Now moving to the first quarter. The positive results during two of our largest holidays were…

Thanks Sharon and good morning everyone. We are pleased to report increased net revenues in the first quarter driven by positive consolidated comparable sales as well as the expansion in gross margin. We are on track to deliver the full-year targeted pretax guidance we shared previously. Our ability to deliver increased comp and strength in our gross margin rate continues to demonstrate that our stated strategy is working. We are increasingly leveraging the strength of our brand and delivering exceptional product stories and marketing that are broadly accepted by consumers, while expanding our reach beyond the four walls of our traditional mall based stores. Our focus in the first quarter was equally balanced between driving our topline and investing in the strategic initiatives that are expected to deliver our long-term sales and profit goals. We are especially pleased to report increased revenue even though some of our top-performing stores such as Myrtle Beach, South Carolina and Tivoli Gardens in Copenhagen, Denmark were closed for a portion of the quarter to be remodeled into Discovery format. In addition, we lost revenue from closure of several high volume stores inclusive of the multimillion dollar locations at Fifth Avenue, New York City and our Convent Garden store in London. Some notable highlights from the quarter included 2.2% consolidated comparable sales increase, 14% average sales increase in our new Discovery format stores, gross margin expansion of 160 basis points and our pretax income of $5.3 million included $1.9 million planned cost associated with preopening expenses and international extensions investment. We are starting the year with solid topline momentum and we remain confident that the disciplined execution of our strategy will enable us to deliver our fourth consecutive year of consolidated comp sales and profit growth in fiscal 2016. This morning's press release includes details…

[Operator Instructions]. Our first question today is coming from Stephanie Wissink from Piper Jaffray. Please proceed with your question.

Thank you. Good morning everyone. We have a couple of questions. Sharon, if you could just, in the spirit of your announcement this morning about strategic alternatives, not to get into the details but just talk about the context for what led to the Board prospecting and your including that in your release this morning, just in context leading up to but not getting into details behind it? And then secondly Voin, a question for you just with respect to all the timing shifts happening over the course of this year. So you feel like 2016 is going to be the year in which we start to build a foundation? You start to see some of the investment spending moderate towards the back half? Is 2017 the year where we should expect some of the leverage coming from that profitable growth driver into the out year? Thank you.

Thanks Steph. Yes. As we are limited as what we can say around the strategic alternatives other than to reiterate that this is a move from a position of strength. I think that that was noted in my script that really it's a situation after three years of increased profitability, comp sales growth, margin expansion, continued strong cash flow and the fact that our investment strategies are working, particularly with the Discovery stores, it's a shift moment from sustained profitability to sustained profitable growth. And in that context, the Board and management began to discuss this late last year, understanding where we were going to end the year and we wanted to look at ways that we could potentially accelerate the execution of those key growth initiatives while ensuring that we are enhancing total shareholder value. So it really is in that spirit and it could take many directions as it has in the past with Build-A-Bear. So it's not necessarily a situation where we are in a must situation. It's in a very exciting shifting moment for Build-A-Bear.

And Steph, on the second portion of your question, talking about the timing of 2016 being a foundation year, first half to the second half, absolutely. As we talked even previously about our guidance, we always said 2016 is going to be choppy year, a tale of two halves. We are setting up the foundation. We are executing our strategy to leverage our expenses as we continue to reduce duplicative cost that we incurred in the past as a result of the strategic investments we were making in the business. We expect to start seeing a reduction in SG&A, as I called out in our prepared remarks. In addition to that, we are also expecting to start seeing a bigger impact of Discovery stores that are performing very well so far. And over the higher number of stores that we expect to have in the second half of the year, we expect to continue to see a leverage. We are also starting to see some additional revenue income coming from the additional investments that we have made, in particular talking about the outbound licensing and so on. So yes, we are going to continue to see some of those improvements in the second half of the year, but we will continue to make investments even beyond to refresh our chain and continue to drive towards a double-digit operating margin.

Yes. So really there is kind of two things going on here. For the last three years, we have been working toward and making investments and improving process. So laying the groundwork like IT investments where we knew we would have some overlap that's going to stop now. The laying the groundwork for being able to sign these licenses with outbound royalty income that should be starting to flow, that takes a long horizon that we are going to start to see the impact of those investments. And then the short acute investments that we are making in the first half on the remodeling of the Discovery stores, we will slow that process significantly in the back half, almost to a halt in the fourth quarter because we want to be totally focused on operation, of course, in the fourth quarter and we expect to see that type of ROI as well. So we are starting to see the ROI in these longer horizon investments as well as the ROI in these acute investments that we decided that we wanted to focus on in the first half after we recognized the opportunity with the Discovery stores. You recall that we opened those Discovery stores starting in the back half of last year and we wanted to get a good test grouping and realized that we really had a tremendous opportunity and made that choice from a capital planning perspective late last year to try to open as many as we could in the first half of the year.

Thank you.

Thank you. Our next question today is coming from Rick Patel from Stephens Inc. Please proceed with your question.

Thank you. Good morning everyone. Thanks for taking my questions. I have a question on expense growth. So in the first quarter, it looks like your total SG&A dollars were up around $3.5 million versus last year on a GAAP basis and you said that about $2 million of this was due to growth initiatives. Do you expect that same level of year-over-year increase in the second quarter? Or will it be even higher than that given the timing of some of your remodels and your marketing shift?

Good morning Rick. Thanks for the question. Yes, we are expecting similar increases in SG&A growth in the second quarter as we will continue to make investments in our stores and we are making additional investment in marketing spend as we previously called out. The offset to that is going to be in the second half of the year as we are talking about reduction in duplicative cost, we are talking about the marketing shift and we are expecting the second half, our SG&A dollars to be flat to last year despite having additional store count in our base and additional SG&A that we are going to incurring. So definitely there is a lot of timing and the first half of the year is front loaded from the expense standpoint.

Great. Thank you. And can you also delve into the outlook for gross margin? It looks like that will be down in the second quarter given some expense to leverage, but is it safe to assume that they will be back up in the back half as comps improve? And even outside of the comp increases, do you expect higher royalties to have a material impact on back half margins? Or is this more of an out year contribution?

So we expect margins on a full year basis to improve. One of the things that we talked about is the gift card breakage and there is going to be a reclassification change and that's going to probably, that's worth of about 50 basis points on a the full year basis. In addition, we expect to see some more nominal expansion in merchandise margin. We saw 40 basis points in Q1, but we are expecting some of the tougher comparable forward from the merchandise margin growth perspective in the second half of the year. So the third part of your question was, I think, on the royalty income. We expect to see some minimal impact in the second half of the year, but we expect that impact to grow in out years as well.

Yes. And Rick, you are right to assume that that royalty is mostly profit. And a couple of things too, as we start to implement some of our improved sourcing that I mentioned, we are starting to get a little more aggressive on that front, which is one of the reasons why we wanted to set up an entity in China. It wasn't just to go into the retail environment in China. It's so that we can have a more assertive approach to sourcing that would ultimately the direct with factories for 100% of our base. That won't start flowing through too much in the fourth quarter. These are out year opportunities that we are investing in right now. And also, as we start to optimize a lot of these IT systems, including TXT Retail, there is a little bit of space there to continue to expand margin as well.

And just a quick clarification, your new Discovery format sales up 40%, was that included in same store sales?

Yes. That was included in the same store sales and the impact of that was probably about 40 basis points in the overall comp.

Great. Thank you. And good luck with all the changes in 2Q.

Thank you.

Thank you. Our next question today is coming from Alex Fuhrman from Craig-Hallum Capital Group. Please proceed with your question.

Hi. Thanks for taking the question. I just want to confirm, Voin, did you say with regards the second quarter, you are expecting pretax income to be down? I think you said $5 million to $7 million? And just want to get a sense, if that was the case, where that's coming from in terms of SG&A versus gross margin and try to get a sense of your outlook there for the second quarter? And then I imagine just rough math, discount was pulling back half SG&A to be flat still has a hard time getting your full-year pretax income guidance, if that was correct about the second quarter?

Yes. That was correct about the second quarter, $5 million to $7 million expected loss compared to the prior year. Some of that, Alex, is related to our elevated marketing spend in the quarter. We also have some additional expenses related to our preopening costs as majority of our stores are going to be either opening or being closed for remodel and opening in early Q3. So we are going to be incurring some additional expenses that we have calling even in the past. We are also going to be incurring some additional China cost as the China stores are going to be opening for us in mid-June. So we are seeing some of these costs that are driving, as on the previous question I answered to, we are expecting similar SG&A increases as we have seen in Q1. In addition to that, there is going to be an impact in margin losses as we are expecting to have negative comps in the second quarter and that's driving further deterioration in our profitability. As we mentioned, we are not going to be leveraging our SG&A and margin cost in the second quarter, but we still feel good about the full-year basis. As we called out, some of the expense savings and some of the timing that we have, we are still feeling good about range that we provided in the full-year basis.

Okay. That's helpful. Thanks, Voin.

Thank you. Our next question today is coming from Gerrick Johnson from BMO Capital Markets. Please proceed with your question.

Hi. Good morning everybody. Voin, I just wanted to clarify, on preopening expense and SG&A, you are breaking that out and you had not broken that out in your financials before. So when you talk about SG&A in the back half, is inclusive of store preopening or is that just SG&A with store preopening still being on a separate line? And if that's the case, can you give us what the store preopening expenses were in those quarters last year?

SG&A that I am talking about doesn't include preopening expenses. Majority of the preopening costs that we are going to be incurring in 2016 is going to be related to Q1 and Q2 with a little bit limited expense in Q3. Last year and there is going to be some in Q4 because we do have seasonal pop-ups shops, Macy stores that we opened last year. As a reminder, we did spend some money in Q3. We haven't called out that specific number but we expect this year our preopening costs in the second half of the year to be on par or lower over the last year spend. Most of the spend, incremental spend is in Q1 and Q2 of this year.

Versus it being in the back half of last year. We ended the year with 10.

We had 11 Discovery stores.

11 Discovery stores at the end of the year. So we had preopening expenses associated with 11 doors that were open in the third quarter mostly and a little bit in the first through the fourth quarter.

You are right. So what was that dollar amount in the third quarter? Can you let us know what that is so we can do the comparison this year?

It was about that $800,000 last year in Q3.

$800,000 in Q3. Okay.

Gary, just for clarity, that was also associated with some elevated expenses because it was a Mall of America store.

Okay. And then the $1.2 million in the first quarter, you mentioned that there was some second quarter reform. How many stores in the second quarter are included in that $1.2 million?

So let me just explain a little bit for clarity purposes. When we talk about preopening expenses, we start recognizing these expenses eight to ten weeks before the store opens. So in Q1, we opened four stores in Discovery format that we are incurring expenses related to the Q2 store openings. Majority of our remaining openings in Discovery format are going to be happening in Q2 or early Q3. So we have about 20 store or so that are going to be in Q2. Some of them were started in Q1, some of them are going to be started in Q2.

Okay. Maybe a better way to get what I am trying to get at is, how much is the cost per store? That's kind of what I am trying to get at? And then also what's the goal? You have 250 more stores. So are those all going to be reformatted at some point? Or is it going to be half of all those stores?

So we haven't provided a specific cost because it varies with different type of stores. Some of the stores that we are starting this year are some of our bigger stores such as Myrtle Beach, we of Disney stores. Last year, we had Mall of America. So some of these stores may be skewing some of the averages. We expect, as long as we continue to get the return on investment that we are getting in these remodels, to continue with the strategy that we believe is working for us. We also have different type of remodels, different costs that we are going to be building out and that also has an impact, how fast some of those things can be completed. In addition, we also are looking at driving some of these costs down as we continue to value engineer, as Sharon mentioned, on the initial stores opened in 2016, our capital expenditures were below planned expectations in those particular stores.

Okay. All right. Thank you Voin.

Thank you. Our next question today is coming from Howard Tubin from Guggenheim Securities. Please proceed with your question.

Hi guys. I was hoping maybe you can just give us some general thoughts on how you are thinking about promotions in the second quarter and in the fall season? Generally should we expect to see similar essentially as we last year? Is anything something new on the horizon?

Well, we have clearly a planned promotional budget and we also, as we had last year and we talked a little bit about it in detail, we have a lot of scenarios that we run given how the market responds to certain things. Whether it's a movie property or just overall mall traffic and we have created a disciplined approach in a toolbox to be able to have the margin we need it to drive business depending on the environment. Right now, we look at our lineup for the back half, we feel very good about it. We have a lot of powerful movie properties as well as the continuation, which I did not mention on the call, but our Merry Mission will be relaunching. It will be in the back half, which we tend not to ever have, we haven't yet had to discount that to drive it through. But we are looking at the second quarter right now and it's really, if we need to pull the trigger, we will. But the Minions were a very difficult comp for us to overcome this year. They ended up really powering through the June time period particularly and delivering a 9% comp for the quarter. So our goal is to maintain as much stability as we can through a 9% comp comparison and make sure that we are managing our expenses as well as we can while making the investments that we need to make to prepare our self for the back half delivery.

Okay. Thanks Sharon.

We have our next question today is coming from Jeremy Hamblin from Dougherty & Company. Please proceed with your question.

Good morning. I wanted to follow-up on the Discovery format stores, the remodels. Some of these are at your more important, your bigger locations. Just wondering, in terms of the 14% improvement in results at those format of stores, is that something that we should take as proxy? Or do you think there is going to be some noise because those are some of your bigger and flagship type locations? Should we be expecting may be not quite a strong results at other locations when we get into next year and beyond?

Hi Jeremy. This is Voin. So our Discovery store like some of those the increases that we are seeing are across the board. And like even though these 14, 15 stores that we talked about, where we are seeing some of the strong growth, only Mall of America is our big flagship store. Now we remodeled some of the stores, the Tivoli Gardens, the Trafford in U.K. as well as Myrtle Beach within the quarter and the impact of those, even though its' positive it's a much smaller dollar base.

Like these were actually closed during a portion of the fourth quarter. And one of the things, Jeremy, that we did, we were careful to do this in the back half of the year when we chose stores to remodel, when we were thinking about the potential rollout of Discovery as we put some of the different types of locations, we didn't skew the selection of the doors to assure that it would be a positive outcome. We did a flagship door. We did a store in a lifestyle center. We did a store in traditional mall. We did a store where we moved one inside a mall. We did one in a consistent location. We did a new location. To kind of see under different circumstances how they would respond. The 14% sales increase is an average.

Okay. Great. So then that seems like a good proxy. In terms of, I wanted to ask about your e-commerce which maybe was a little bit disappointing from our standpoint, up only 1%. Anything, you have made some investments in capability there, certain trying to connect with a slightly older demographics as well on mobile, any call out in terms of why the performance in that channel sales may be wasn't quite as strong as what you have seen in the last few quarters?

Well, that was 1% comp on top of an 8% plus comp from last year. And we had some timing of launches that was a little bit different this year. We had the Cinderella limited edition launch last year that was like an $80 retail that drove a lot of sales through the e-commerce site that we really didn't anniversary at that types of price point. But we expect the total year comps to outperform the brick-and-mortar, as it has in the past year.

Okay. Great. And then I wanted to ask about the AMC partnership at the kiosks and just in terms of how that business is going to be managed? Are you sharing an expense of manning those kiosk stations? How is the logistics of that arrangement being organized? And how impactful do you think it can be?

Yes. It's a good question. The deal is arranged similarly to our Macy's deal, just on a smaller scale. So it's on a percent basis. We have a new format that we have created, specifically created for actually the Carnival Cruise Lines, which is a total experience on wheels for Build-A-Bear and we expect that we will, as we do in Macy's, is our people and our expense and our checkout and we pay them a percent of the sales for having the location and the traffic to take advantage of. So we are looking at the back half of the year right now. It will be limited to begin with, so that we can master it and see what the opportunity is. It's not hard to imagine from either of our perspectives that it should be an audience that's engaged and excited given that we would have the movie properties products that the people are there to see. So I think it would be an exciting test opportunity for us. But given that it's a percent basis on a kiosk that we have already designed and developed, we are pretty excited about it and we are looking at the overlap of AMCs in malls where we are located and it's kind of like, why didn't we think of this before partnership.

Right. Really interesting. Voin, just one last question on the remodels. You mentioned that the costs maybe were not quite as much as you expected or that cost were down slightly? Would you be able to quantify that for us?

What we have said in the past, we will have different type of remodels, A, B and Cs. A prototype remodel we said would be a little bit north of $0.5 million before tenant allowances. And so far on the openings that we did this year we are projecting we are coming below those numbers. And some of the B and C remodels are expected to be even below those numbers for this year. s we go in out years, we are expecting to continue to work to bring those costs down.

In terms of magnitude, are you looking at 10% below projections, 5%, 20%? Any additional color would be appreciated.

It's still a moving target, but it's probably right there in like 5% to 10%.

And here's the thing with those and it's typical. You are out of the gate in your first few stores and they are expensive and they are tough and you make mistakes and then you start to figure out what works and what doesn't. And as we did last year, once we specified exactly what was working in a real environment, we were able to order some of the fixtures on a more mass level which drives your cost down and now we are able to also more efficiently install. So the goal is that it's a continuous improvement process.

Great. Thanks for taking the questions. And best of luck.

Thank you.

Thank you. Our final question today is coming from Greg Pendy from Sidoti & Company. Please proceed with your question.

Hi guys. Thanks for taking my call. Just real quick on, you must have now 30 to 40 remodels left, given the 45 to 55 target and I was just kind of wondering, do you guys have any idea on how many of those 30 to 40 stores in 2Q might have a temporary satellite offsetting it while it's being closed down for the remodeling? Thanks.

Yes. So Greg, like we are looking at each on those stores as independent events and seeing like if it makes sense for us financially and if we are going to be getting a payback on having a temp location to protect the top line. If we are not getting the favorable rent structure on these things or if the economics don't make sense for us, we are going to pass. But I would probably say, probably some place between 60% and 75% of these stores, we will probably would try to have a temp location.

Okay. That's good. And then just want one final thing. Can you just talk a little bit about, you said pricing was 9.7%, can you talk about what the drivers were? And what that looks for the next three quarters of the year?

I can tell you a little bit more about the Q1. We haven't provided that guidance and we don't talk about the drivers of the comps on the future quarters. But in Q1, we are seeing what's driving that 9.7%, it's split between unit per transaction growth and average unit retail growth.

Okay.

And that's been like a similar story for last few quarters.

And as we mentioned, Greg, part of or one of the reasons why the Discovery stores are being successful is in the areas in our measured traffic for the Discovery stores, it's significantly improved, which is bucking the trend of mall traffic. So that's one of the reasons why we have a lot of confidence is, it's not just, I think that the lease line theater is bringing people, new people, different people across the Build-A-Bear threshold that may not have been there and certainly haven't been there in a long time. And so it changes the dynamics of to whom we can market. And I mentioned this in the script as well, on the Mall of America and some of these other flagship stores, when we did the raw data on the highest or the peak times, we were actually leaving money on the table, which I can't say for a lot of retailers that our problem was we had too many people in the store that we couldn't manage the throughput. That should be is a good problem to have but when you have a literally a funnel called the stuffer, you have to find ways to push people through faster and that improves throughput is part of what's driving our key stores like our flagships, like Mall of America even a bit higher than that 14% comp.

Okay. Thank you.

Thank you. We have reached the end of our question-and-answer session. I would like to turn the floor back over to management for an further or closing comments.

So thanks again for joining us today and we look forward to speaking to you when we report our second quarter results in August. Bye.

Thank you. That does conclude today's teleconference. You may disconnect your line at this time and have a wonderful day. We thank you for your participation today.