8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported)October 28, 2010

     Build-A-Bear Workshop, Inc.     
(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-32320	43-1883836
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1954 Innerbelt Business Center Drive St. Louis, Missouri	63114
(Address of Principal Executive Offices)	(Zip Code)

         (314) 423-8000       (Registrant’s Telephone Number, Including Area Code)

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):

⃞Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02.          Results of Operations and Financial Condition.

On October 28, 2010, Build-A-Bear Workshop, Inc. (the “Company”) issued a press release announcing, among other things, total revenues, net retail sales, comparable store sales, e-commerce sales, net loss, and loss per share for the third quarter (13 weeks ended October 2, 2010) and the first nine months of fiscal 2010 (39 weeks ended October 2, 2010).  The press release also discussed the Company’s cash and inventory as of October 2, 2010 and stock repurchases during the quarter.

A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.  The description of the press release contained herein is qualified in its entirety by the full text of such exhibit.

The information furnished in contained or incorporated by reference into this Item 2.02, 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, 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 this Item.

Item 9.01           Financial Statements and Exhibits.

(d)  Exhibits

Exhibit Number	Description of Exhibit
99.1	Press Release dated October 28, 2010

2

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.

	BUILD-A-BEAR WORKSHOP, INC.
Date: October 28, 2010	By:	/s/ Tina Klocke
	Name:	Tina Klocke
	Title:	Chief Operations and Financial Bear, Secretary and Treasurer

3

EXHIBIT INDEX

Exhibit Number	Description of Exhibit
99.1	Press Release dated October 28, 2010

4

EX-99.1

Exhibit 99.1

Build-A-Bear Workshop, Inc. Reports Fiscal 2010 Third Quarter Results

• North American comparable store sales increased 5.3%;
• Consolidated comparable store sales increased 3.1%;
• Total e-commerce sales rise 18.1%, excluding the impact of foreign exchange;
• Loss per share of $0.07 versus a loss per share of $0.25 in the third quarter of 2009.

ST. LOUIS--(BUSINESS WIRE)--October 28, 2010--Build-A-Bear Workshop, Inc. (NYSE: BBW), an interactive entertainment retailer, today reported results for the 2010 third quarter and first nine months ended October 2, 2010.

“We are pleased to report improved third quarter performance that included increased total sales, positive comparable store sales, improvement in gross profit margin, and a significant reduction in our quarterly loss for the period, as compared to the third quarter last year,” stated Build-A-Bear Workshop Chairman and Chief Executive Bear Maxine Clark. “We delivered a 5.3% increase in North American comparable store sales by both increasing transactions and growing average ticket and we had strong performance online with total e-commerce sales up 18.1%, excluding the impact of foreign exchange. We also successfully launched our proprietary smallfrys product line. Our European comparable store sales remained soft, which we are addressing by increasing our marketing support to re-engage existing Guests and drive new customers to our stores. Our balance sheet remained strong at quarter end with $24.7 million in cash while investing $7.3 million to repurchase 1.1 million shares of our common stock since the beginning of this year.

We believe we are well positioned to maximize the holiday season, as we continue to emphasize our product introductions aligned with powerful marketing,” continued Ms. Clark. “We are also excited about the opportunity for sales growth from the addition of our recently announced eleven pop-up stores. We remain confident that our strategies will help us achieve our number one objective of increasing value for all Build-A-Bear Workshop stakeholders through profitable sales growth,” concluded Ms. Clark.

Fiscal 2010 Third-Quarter (13 weeks ended October 2, 2010):

• Total revenues were $100.1 million, compared to $92.3 million in the fiscal 2009 third quarter (13 weeks ended October 3, 2009). Third quarter total revenues included $5.8 million from a single wholesale transaction. Net retail sales were $91.7 million, an increase of $2.0 million, or 2.2% compared to $89.7 million in last year’s third quarter. Excluding the impact of foreign exchange, net retail sales increased 3.8%.
• Consolidated comparable store sales increased 3.1%, including a 5.3% increase in North America partially offset by a 6.6% decrease in Europe.
• Net retail sales from European operations totaled $16.0 million in the 2010 third quarter, a decrease of $1.6 million, or 9.1% compared to $17.6 million in the 2009 third quarter. Excluding the impact of foreign exchange, European operations net retail sales decreased 3.7%.
• Consolidated e-commerce sales rose 18.1%, excluding the impact of foreign exchange, and included double digit increases in both North America and the UK resulting from product launches and new online marketing and promotional initiatives.
• Third quarter net loss was $1.4 million, or $0.07 per share, compared to the fiscal 2009 third quarter net loss of $4.8 million, or $0.25 per share. The net loss for the third quarter of fiscal 2010 included charges of $0.5 million, or $0.03 per share, related to the decision to close a small number of stores within the fiscal year. The net loss for the third quarter of fiscal 2009 included a non-cash charge of $2.8 million, or $0.15 per share, resulting from the allocation of losses related to the company’s minority investment in Ridemakerz, LLC and a $0.2 million, or $0.01 per share charge, for the Friends 2B Made concept closure.

Fiscal 2010 First Nine-Months (39 weeks ended October 2, 2010):

• Total revenues were $275.7 million, compared to $272.8 million in the first nine months of fiscal 2009 (39 weeks ended October 3, 2009). For the first nine months of 2010, total revenues included $5.8 million from a single wholesale transaction. Net retail sales were $264.0 million, a decrease of $3.4 million, or 1.3% compared to $267.4 million in the first nine months of fiscal 2009. Excluding the impact of foreign exchange, net retail sales decreased 0.9%.
• Consolidated comparable store sales decreased 1.2%, including a 0.5% decrease in North America and a 4.7% decrease in Europe.

• Net retail sales from European operations totaled $43.9 million in the first nine months of fiscal 2010, a decrease of $2.0 million, or 4.4% compared to $45.9 million in the first nine months of fiscal 2009. Excluding the impact of foreign exchange, European operations net retail sales decreased 3.6%.
• Consolidated e-commerce sales rose 9.0%, excluding the impact of foreign exchange, and included increases in both North America and the UK resulting from product launches, integrated marketing initiatives and a general trend of increased online shopping, particularly among European consumers.
• Net loss for the first nine months was $8.2 million, or $0.44 per share, from a loss of $11.6 million, or $0.61 per share in the first nine months of fiscal 2009. The net loss for the first nine months of fiscal 2010 included (i) a $0.3 million, or $0.02 per share, non-cash impairment charge related to certain long-term deposits; and (ii) $0.5 million, or $0.03 per share in charges related to the decision to close a small number of stores within the fiscal year. The net loss for the first nine months of fiscal 2009 included (i) a non-cash charge of $3.1 million, or $0.17 per share, resulting from the allocation of losses related to the Company’s minority investment in Ridemakerz, LLC; and (ii) a $0.6 million, or $0.03 per share charge for the Friends 2B Made concept closure.

Stores

Build-A-Bear Workshop ended the 2010 third quarter with 347 company-owned stores – 291 in North America and 56 in Europe. The Company opened 3 stores, relocated one store and closed two stores in the third quarter 2010. In the third quarter 2009 the Company opened one store and relocated one store.

Balance Sheet

The Company ended the 2010 third quarter with a strong balance sheet. As of October 2, 2010, cash and cash equivalents totaled $24.7 million, as compared to $27.0 million in cash and cash equivalents at October 3, 2009. At quarter end, over 60% of the Company’s cash was held outside of the United States. Total inventory at quarter-end was $54.7 million, compared to $48.5 million, at October 3, 2009, an increase of 13% primarily driven by earlier receipt of holiday product, inventory for pop-up store openings and increased in-transit inventory driven by longer lead times. The Company remains comfortable with the level and content of its inventory as it begins the fourth quarter.

During the third quarter, the Company repurchased approximately 680,000 shares of its common stock at a total cost of $4.0 million. At quarter end, the Company had $23.7 million of availability under the current stock repurchase program.

Today’s Conference Call Webcast

Build-A-Bear Workshop will host a live Internet webcast of its quarterly investor conference call at 9 a.m. ET today. The audio broadcast may be accessed at our investor relations Web site, http://IR.buildabear.com. The call is expected to conclude by 10 a.m. ET.

The replay of the conference call webcast will be available at the investor relations Web site for one year. A telephone replay will be available beginning at approximately noon ET on October 28, 2010, until midnight ET on November 11, 2010. The telephone replay is available by calling (617) 801-6888. The access code is 66826605.

About Build-A-Bear Workshop, Inc.

Build-A-Bear Workshop, Inc. is the only global company that offers an interactive make-your-own stuffed animal retail-entertainment experience. The company currently operates more than 400 Build-A-Bear Workshop stores worldwide, including company-owned stores in the U.S., Puerto Rico, Canada, the United Kingdom, Ireland and France, and franchise stores in Europe, Asia, Australia, Africa, the Middle East, and Mexico. Founded in St. Louis in 1997, Build-A-Bear Workshop is the leader in interactive retail. Brands include make-your-own Major League Baseball® mascot in-stadium locations, and Build-A-Dino® stores. Build-A-Bear Workshop extends its in-store interactive experience online with its award winning virtual world Web site at buildabearville.com®. The company was named to the 2009 and 2010 FORTUNE 100 Best Companies to Work For® lists. Build-A-Bear Workshop (NYSE: BBW) posted total revenue of $394.4 million in fiscal 2009. For more information, call 888.560.BEAR (2327) or visit the company's award-winning Web site at buildabear.com®.

Forward-Looking Statements

This press release contains "forward-looking statements" (within the meaning of the federal securities laws) which represent Build-A-Bear Workshop expectations or beliefs with respect to future events. Our actual results may differ materially from the results discussed in the forward-looking statements. These risks and uncertainties include, without limitation, those detailed under the caption “Risk Factors” in our annual report on Form 10-K for the fiscal year ended January 2, 2010, as filed with the SEC, and the following: general economic conditions may continue to deteriorate, which could lead to disproportionately reduced consumer demand for our products, which represent relatively discretionary spending; customer traffic may continue to decrease in the shopping malls where we are located, on which we depend to attract guests to our stores; we may be unable to generate interest in and demand for our interactive retail experience, or to identify and respond to consumer preferences in a timely fashion; our marketing and on-line initiatives may not be effective in generating sufficient levels of brand awareness and guest traffic; we may be unable to generate comparable store sales growth; we may be unable to renew or replace our store leases, or enter into leases for new stores on favorable terms or in favorable locations, or may violate the terms of our current leases; we may be unable to effectively manage the operations and growth of our company-owned stores; we may be unable to effectively manage our international franchises or laws relating to those franchises may change; the availability and costs of our products could be adversely affected by risks associated with international manufacturing and trade, including foreign currency fluctuation; we are susceptible to disruption in our inventory flow due to our reliance on a few vendors; high petroleum products prices could increase our inventory transportation costs and adversely affect our profitability; we may be unable to operate our European company-owned stores profitably; fluctuations in our quarterly results of operations could cause the price of our common stock to substantially decline; we may be unable to repurchase shares at all or at the times or in the amounts we currently anticipate or the results of the share repurchase program may not be as beneficial as we currently anticipate; we may improperly obtain or be unable to protect information from our guests in violation of privacy or security laws or expectations; we may suffer negative publicity or be sued due to violations of labor laws or unethical practices by manufacturers of our merchandise; we may suffer negative publicity or negative sales if the non-proprietary toy products we sell in our stores do not meet our quality or sales expectations; our products could become subject to recalls or product liability claims that could adversely impact our financial performance and harm our reputation among consumers; we may lose key personnel, be unable to hire qualified additional personnel, or experience turnover of our management team; we may be unable operate our company-owned distribution center efficiently or our third-party distribution center providers may perform poorly; our market share could be adversely affected by a significant, or increased, number of competitors; we may fail to renew, register or otherwise protect our trademarks or other intellectual property; we may have disputes with, or be sued by, third parties for infringement or misappropriation of their proprietary rights; poor global economic conditions could have a material adverse effect on our liquidity and capital resources; and we may be unable to recover amounts due to us from our affiliate, Ridemakerz LLC. These risks, uncertainties and other factors may adversely affect our business, growth, financial condition or profitability, or subject us to potential liability, and cause our actual results, performance or achievements to be materially different from those expressed or implied by our forward-looking statements. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

All other brand names, product names, or trademarks belong to their respective holders.

BUILD-A-BEAR WORKSHOP, INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Operations
(dollars in thousands, except share and per share data)
		13 Weeks					13 Weeks
		Ended					Ended
		October 2,		% of Total			October 3,		% of Total
		2010		Revenues			2009		Revenues
Revenues:
Net retail sales	$	91,689		91.6		$	89,731		97.2
Commercial revenue (1)		7,637		7.6			1,670		1.8
Franchise fees		767		0.8			945		1.0
Total revenues		100,093		100.0			92,346		100.0
Costs and expenses:
Cost of merchandise sold		62,710		62.7			57,630		62.4
Selling, general and administrative		39,113		39.1			39,255		42.5
Store preopening		255		0.3			73		0.1
Store closing		—		—			250		0.3
Equity losses from investment in affiliate		—		—			4,592		5.0
Interest expense (income), net		(83	)	(0.1	)		(44	)	(0.0	)
Total costs and expenses		101,995		101.9			101,756		110.2
Loss before income taxes		(1,902	)	(1.9	)		(9,410	)	(10.2	)
Income tax benefit		(524	)	(0.5	)		(4,647	)	(5.0	)
Net loss	$	(1,378	)	(1.4	)	$	(4,763	)	(5.2	)
Loss per common share:
Basic	$	(0.07	)			$	(0.25	)
Diluted	$	(0.07	)			$	(0.25	)
Shares used in computing common per share amounts:
Basic		18,426,860					18,876,697
Diluted		18,426,860					18,876,697

(1) Commercial revenue, previously referred to as licensing revenue, includes the Company's transactions with other business partners, mainly through licensing, entertainment and wholesale activities. Historically, licensing revenue included immaterial amounts of wholesale revenue.

BUILD-A-BEAR WORKSHOP, INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Statements of Operations
(dollars in thousands, except share and per share data)
		39 Weeks					39 Weeks
		Ended					Ended
		October 2,		% of Total			October 3,		% of Total
		2010		Revenue			2009		Revenue
Revenues:
Net retail sales	$	263,963		95.8		$	267,354		98.0
Commercial revenue (1)		9,588		3.5			3,336		1.2
Franchise fees		2,112		0.8			2,153		0.8
Total revenues		275,663		100.0			272,843		100.0
Costs and expenses:
Cost of merchandise sold		172,150		62.4			174,021		63.8
Selling, general and administrative		115,048		41.7			113,683		41.7
Store preopening		343		0.1			90		0.0
Store closing		—		—			981		0.4
Equity losses from investment in affiliate		—		—			5,125		1.9
Interest expense (income), net		(191	)	(0.1	)		(92	)	(0.0	)
Total costs and expenses		287,350		104.2			293,808		107.7
Loss before income taxes		(11,687	)	(4.2	)		(20,965	)	(7.7	)
Income tax benefit		(3,511	)	(1.3	)		(9,408	)	(3.4	)
Net loss	$	(8,176	)	(3.0	)	$	(11,557	)	(4.2	)
Loss per common share:
Basic	$	(0.44	)			$	(0.61	)
Diluted	$	(0.44	)			$	(0.61	)
Shares used in computing common per share amounts:
Basic		18,755,941					18,844,009
Diluted		18,755,941					18,844,009

(1) Commercial revenue, previously referred to as licensing revenue, includes the Company's transactions with other business partners, mainly through licensing, entertainment and wholesale activities. Historically, licensing revenue included immaterial amounts of wholesale revenue.

BUILD-A-BEAR WORKSHOP, INC. AND SUBSIDIARIES
Unaudited Condensed Consolidated Balance Sheets
(dollars in thousands, except per share data)
	October 2,			January 2,			October 3,
	2010			2010			2009
ASSETS
Current assets:
Cash and cash equivalents	$	24,660		$	60,399		$	27,043
Inventories		54,726			44,384			48,457
Receivables		5,790			5,337			5,124
Prepaid expenses and other current assets		19,247			19,329			21,545
Deferred tax assets		6,874			6,306			4,243
Total current assets		111,297			135,755			106,412
Property and equipment, net		90,397			101,044			107,616
Goodwill		33,044			33,780			33,247
Other intangible assets, net		2,657			3,601			4,037
Investment in affiliate		-			-			3,159
Other assets, net		15,476			10,093			10,584
Total Assets	$	252,871		$	284,273		$	265,055
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	32,369		$	32,822		$	28,134
Accrued expenses		6,202			11,185			4,795
Gift cards and customer deposits		21,736			29,301			21,157
Deferred revenue		9,952			8,582			7,811
Total current liabilities		70,259			81,890			61,897
Deferred franchise revenue		1,604			2,027			2,102
Deferred rent		30,296			34,760			36,298
Other liabilities		794			816			1,222
Stockholders' equity:
Common stock, par value $0.01 per share		196			204			204
Additional paid-in capital		75,349			80,122			78,871
Accumulated other comprehensive loss		(8,242	)		(6,336	)		(7,247	)
Retained earnings		82,615			90,790			91,708
Total stockholders' equity		149,918			164,780			163,536
Total Liabilities and Stockholders' Equity	$	252,871		$	284,273		$	265,055

BUILD-A-BEAR WORKSHOP, INC. AND SUBSIDIARIES
Unaudited Selected Financial and Store Data
(dollars in thousands)
		13 Weeks			13 Weeks			39 Weeks			39 Weeks
		Ended			Ended			Ended			Ended
		October 2,			October 3,			October 2,			October 3,
		2010			2009			2010			2009
Other financial data:
Retail gross margin ($) (1)	$	35,406		$	32,707		$	98,795		$	94,691
Retail gross margin (%) (1)		38.6	%		36.5	%		37.4	%		35.4	%
Capital expenditures, net (2)	$	3,798		$	2,938		$	10,208		$	6,651
Depreciation and amortization	$	6,709		$	7,025		$	20,338		$	21,114
Sales over the Internet	$	2,021		$	1,731		$	6,509		$	5,966
Store data (3):
Number of company-owned stores at end of period
North America								291			291
Europe								56			54
Total stores								347			345
Number of franchised stores at end of period								58			61
Company-owned store square footage at end of period
North America								844,726			843,382
Europe (4)								80,754			77,520
Total square footage								925,480			920,902
Comparable store sales change (%) (5)
North America		5.3	%		(16.0	)%		(0.5	)%		(18.2	)%
Europe		(6.6	)%		2.5	%		(4.7	)%		5.3	%
Consolidated		3.1	%		(12.9	)%		(1.2	)%		(15.0	)%

(1)	Retail gross margin represents net retail sales less retail cost of merchandise sold. Retail gross margin percentage represents retail gross margin divided by net retail sales.
(2)	Capital expenditures, net represents cash paid for property, equipment, other assets and other intangible assets.
(3)	Excludes our webstore and seasonal and event-based locations. North American stores are located in the United States, Canada and Puerto Rico. In Europe, stores are located in the United Kingdom, Ireland and France.
(4)	Square footage for stores located in Europe is estimated selling square footage.
(5)	Comparable store sales percentage changes are based on net retail sales and stores are considered comparable beginning in their thirteenth full month of operation.

CONTACT:
Investors:
Build-A-Bear Workshop
Tina Klocke, 314-423-8000 x5210
or
Media:
Build-A-Bear Workshop
Jill Saunders, 314-423-8000 x5293