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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Buffalo Wild Wings, Inc. (delisted) | NASDAQ:BWLD | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 156.95 | 157.05 | 155.00 | 0 | 01:00:00 |
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Minnesota
|
No. 31-1455915
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(State or Other Jurisdiction of
Incorporation or Organization)
|
(IRS Employer
Identification No.)
|
|
|
|
|
Page
|
PART I – FINANCIAL INFORMATION
|
|
|
|
|
|
Item 1.
|
Financial Statements
|
|
|
|
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Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
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|
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Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
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Item 4.
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Controls and Procedures
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PART II – OTHER INFORMATION
|
|
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Item 1.
|
Legal Proceedings
|
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|
|
Item 2.
|
Issuer Purchases of Equity Securities
|
|
|
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Item 6.
|
Exhibits
|
|
|
|
|
Signatures
|
||
|
|
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Exhibit Index
|
|
September 25,
2016 |
|
December 27,
2015 |
|||
Assets
|
|
|
|
|||
Current assets:
|
|
|
|
|||
Cash and cash equivalents
|
$
|
14,758
|
|
|
11,220
|
|
Marketable securities
|
—
|
|
|
9,043
|
|
|
Accounts receivable, net of allowance of $251 and $25, respectively
|
42,707
|
|
|
34,087
|
|
|
Inventory
|
13,437
|
|
|
15,351
|
|
|
Prepaid expenses
|
7,674
|
|
|
6,386
|
|
|
Refundable income taxes
|
543
|
|
|
21,591
|
|
|
Restricted assets
|
22,240
|
|
|
100,073
|
|
|
Total current assets
|
101,359
|
|
|
197,751
|
|
|
|
|
|
|
|||
Property and equipment, net
|
605,188
|
|
|
604,712
|
|
|
Reacquired franchise rights, net
|
122,100
|
|
|
129,282
|
|
|
Other assets
|
38,590
|
|
|
26,536
|
|
|
Goodwill
|
117,228
|
|
|
114,101
|
|
|
Total assets
|
$
|
984,465
|
|
|
1,072,382
|
|
|
|
|
|
|||
Liabilities and Stockholders’ Equity
|
|
|
|
|||
Current liabilities:
|
|
|
|
|||
Unearned franchise fees
|
$
|
2,621
|
|
|
2,144
|
|
Accounts payable
|
42,963
|
|
|
44,760
|
|
|
Accrued compensation and benefits
|
35,360
|
|
|
55,578
|
|
|
Accrued expenses
|
25,831
|
|
|
21,678
|
|
|
Current portion of long-term debt and capital lease obligations
|
7,302
|
|
|
2,147
|
|
|
Current portion of deferred lease credits
|
511
|
|
|
59
|
|
|
System-wide payables
|
59,813
|
|
|
137,257
|
|
|
Total current liabilities
|
174,401
|
|
|
263,623
|
|
|
|
|
|
|
|||
Long-term liabilities:
|
|
|
|
|||
Other liabilities
|
15,796
|
|
|
16,473
|
|
|
Deferred income taxes
|
24,689
|
|
|
23,726
|
|
|
Long-term debt and capital lease obligations, net of current portion
|
93,380
|
|
|
70,954
|
|
|
Deferred lease credits, net of current portion
|
44,310
|
|
|
41,869
|
|
|
Total liabilities
|
352,576
|
|
|
416,645
|
|
|
|
|
|
|
|||
Commitments and contingencies (note 11)
|
|
|
|
|
|
|
Stockholders’ equity:
|
|
|
|
|||
Undesignated stock, 1,000,000 shares authorized, none issued
|
—
|
|
|
—
|
|
|
Common stock, no par value. Authorized 44,000,000 shares; issued and outstanding 18,278,601 and 18,917,776 shares, respectively
|
156,872
|
|
|
160,353
|
|
|
Retained earnings
|
478,805
|
|
|
499,085
|
|
|
Accumulated other comprehensive loss
|
(3,782
|
)
|
|
(4,094
|
)
|
|
Total stockholders’ equity
|
631,895
|
|
|
655,344
|
|
|
Noncontrolling interests
|
(6
|
)
|
|
393
|
|
|
Total equity
|
631,889
|
|
|
655,737
|
|
|
Total liabilities and equity
|
$
|
984,465
|
|
|
1,072,382
|
|
|
Three months ended
|
|
Nine months ended
|
|||||||||
|
September 25,
2016 |
|
September 27,
2015 |
|
September 25,
2016 |
|
September 27,
2015 |
|||||
Revenue:
|
|
|
|
|
|
|
|
|||||
Restaurant sales
|
$
|
470,648
|
|
|
431,763
|
|
|
1,421,142
|
|
|
1,248,595
|
|
Franchise royalties and fees
|
23,519
|
|
|
23,763
|
|
|
71,460
|
|
|
73,904
|
|
|
Total revenue
|
494,167
|
|
|
455,526
|
|
|
1,492,602
|
|
|
1,322,499
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|||||
Restaurant operating costs:
|
|
|
|
|
|
|
|
|||||
Cost of sales
|
136,185
|
|
|
126,878
|
|
|
418,488
|
|
|
370,398
|
|
|
Labor
|
150,813
|
|
|
138,897
|
|
|
449,317
|
|
|
398,585
|
|
|
Operating
|
73,435
|
|
|
63,343
|
|
|
211,295
|
|
|
178,716
|
|
|
Occupancy
|
27,396
|
|
|
24,210
|
|
|
81,324
|
|
|
68,554
|
|
|
Depreciation and amortization
|
38,345
|
|
|
33,610
|
|
|
113,847
|
|
|
90,887
|
|
|
General and administrative
|
32,264
|
|
|
33,714
|
|
|
93,750
|
|
|
97,937
|
|
|
Preopening
|
1,490
|
|
|
4,777
|
|
|
5,191
|
|
|
9,251
|
|
|
Loss on asset disposals
|
1,393
|
|
|
1,269
|
|
|
4,489
|
|
|
4,180
|
|
|
Total costs and expenses
|
461,321
|
|
|
426,698
|
|
|
1,377,701
|
|
|
1,218,508
|
|
|
Income from operations
|
32,846
|
|
|
28,828
|
|
|
114,901
|
|
|
103,991
|
|
|
Interest and other expense
|
528
|
|
|
1,400
|
|
|
2,375
|
|
|
1,434
|
|
|
Earnings before income taxes
|
32,318
|
|
|
27,428
|
|
|
112,526
|
|
|
102,557
|
|
|
Income tax expense
|
9,814
|
|
|
8,261
|
|
|
33,799
|
|
|
32,973
|
|
|
Net earnings including noncontrolling interests
|
22,504
|
|
|
19,167
|
|
|
78,727
|
|
|
69,584
|
|
|
Net earnings attributable to noncontrolling interests
|
(147
|
)
|
|
(69
|
)
|
|
(399
|
)
|
|
(214
|
)
|
|
Net earnings attributable to Buffalo Wild Wings
|
$
|
22,651
|
|
|
19,236
|
|
|
79,126
|
|
|
69,798
|
|
Earnings per common share – basic
|
$
|
1.24
|
|
|
1.01
|
|
|
4.25
|
|
|
3.67
|
|
Earnings per common share – diluted
|
$
|
1.23
|
|
|
1.00
|
|
|
4.24
|
|
|
3.65
|
|
Weighted average shares outstanding – basic
|
18,296
|
|
|
19,022
|
|
|
18,609
|
|
|
19,006
|
|
|
Weighted average shares outstanding – diluted
|
18,353
|
|
|
19,167
|
|
|
18,650
|
|
|
19,118
|
|
Net earnings including noncontrolling interests
|
$
|
22,504
|
|
|
19,167
|
|
|
78,727
|
|
|
69,584
|
|
Other comprehensive loss (income):
|
|
|
|
|
|
|
|
|||||
Foreign currency translation adjustments, net of tax
|
69
|
|
|
705
|
|
|
(312
|
)
|
|
1,370
|
|
|
Other comprehensive loss (income), net of tax
|
69
|
|
|
705
|
|
|
(312
|
)
|
|
1,370
|
|
|
Comprehensive income including noncontrolling interests
|
22,435
|
|
|
18,462
|
|
|
79,039
|
|
|
68,214
|
|
|
Comprehensive earnings attributable to noncontrolling interests
|
(147
|
)
|
|
(69
|
)
|
|
(399
|
)
|
|
(214
|
)
|
|
Comprehensive income attributable to Buffalo Wild Wings
|
$
|
22,582
|
|
|
18,531
|
|
|
79,438
|
|
|
68,428
|
|
|
Nine months ended
|
|||||
|
September 25,
2016 |
|
September 27,
2015 |
|||
Cash flows from operating activities:
|
|
|
|
|||
Net earnings including noncontrolling interests
|
$
|
78,727
|
|
|
69,584
|
|
Adjustments to reconcile net earnings to net cash provided by operations:
|
|
|
|
|||
Depreciation and amortization
|
113,847
|
|
|
90,887
|
|
|
Loss on asset disposals
|
4,489
|
|
|
4,180
|
|
|
Deferred lease credits
|
4,095
|
|
|
4,260
|
|
|
Deferred income taxes
|
962
|
|
|
(13,561
|
)
|
|
Stock-based compensation
|
2,453
|
|
|
11,689
|
|
|
Excess tax benefit from stock issuance
|
57
|
|
|
(1,088
|
)
|
|
Change in fair value of contingent consideration
|
(1,591
|
)
|
|
—
|
|
|
Loss on investments in affiliates
|
1,904
|
|
|
—
|
|
|
Change in operating assets and liabilities, net of effect of acquisitions:
|
|
|
|
|||
Trading securities
|
—
|
|
|
(173
|
)
|
|
Accounts receivable
|
(5,025
|
)
|
|
(4,982
|
)
|
|
Inventory
|
1,954
|
|
|
(421
|
)
|
|
Prepaid expenses
|
(1,273
|
)
|
|
(868
|
)
|
|
Other assets
|
(4,450
|
)
|
|
74
|
|
|
Unearned franchise fees
|
477
|
|
|
104
|
|
|
Accounts payable
|
6,465
|
|
|
6,901
|
|
|
Income taxes
|
20,991
|
|
|
545
|
|
|
Accrued expenses
|
(10,145
|
)
|
|
(248
|
)
|
|
Net cash provided by operating activities
|
213,937
|
|
|
166,883
|
|
|
Cash flows from investing activities:
|
|
|
|
|||
Acquisition of property and equipment
|
(117,850
|
)
|
|
(124,233
|
)
|
|
Acquisition of businesses
|
(3,862
|
)
|
|
(209,713
|
)
|
|
Purchase of marketable securities
|
(488
|
)
|
|
(12,301
|
)
|
|
Proceeds from marketable securities
|
1,205
|
|
|
23,300
|
|
|
Net cash used in investing activities
|
(120,995
|
)
|
|
(322,947
|
)
|
|
Cash flows from financing activities:
|
|
|
|
|||
Proceeds from credit facility
|
464,521
|
|
|
197,422
|
|
|
Repayments of credit facility
|
(440,448
|
)
|
|
(150,467
|
)
|
|
Borrowings from restricted funds
|
1,478
|
|
|
31,634
|
|
|
Repurchases of common stock
|
(105,852
|
)
|
|
—
|
|
|
Other financing activities
|
(1,557
|
)
|
|
(580
|
)
|
|
Issuance of common stock
|
2,199
|
|
|
2,903
|
|
|
Excess tax benefit from stock issuance
|
(57
|
)
|
|
1,088
|
|
|
Tax payments for restricted stock units
|
(9,317
|
)
|
|
(7,847
|
)
|
|
Net cash provided by (used in) financing activities
|
(89,033
|
)
|
|
74,153
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
(371
|
)
|
|
61
|
|
|
Net increase (decrease) in cash and cash equivalents
|
3,538
|
|
|
(81,850
|
)
|
|
Cash and cash equivalents at beginning of period
|
11,220
|
|
|
93,329
|
|
|
Cash and cash equivalents at end of period
|
$
|
14,758
|
|
|
11,479
|
|
(1)
|
Basis of Financial Statement Presentation
|
(2)
|
Summary of Significant Accounting Policies
|
(3)
|
Fair Value Measurements
|
•
|
Level 1 – Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Company has the ability to access.
|
•
|
Level 2 – Inputs to the valuation methodology include:
|
◦
|
Quoted prices for similar assets or liabilities in active markets
|
◦
|
Quoted prices for identical or similar assets or liabilities in inactive markets
|
◦
|
Inputs other than quoted prices that are observable for the asset or liability
|
◦
|
Inputs that are derived principally from or corroborated by observable market data by correlation or other means
|
•
|
Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
|
|
Fair Value Measurements
|
|||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||
Assets
|
|
|
|
|
|
|
|
|||||
Deferred compensation
|
$
|
8,921
|
|
|
—
|
|
|
—
|
|
|
8,921
|
|
Contingent consideration
|
—
|
|
|
—
|
|
|
40
|
|
|
40
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|||||
Deferred compensation
|
8,745
|
|
|
—
|
|
|
—
|
|
|
8,745
|
|
|
Fair Value Measurements
|
|||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||
Assets
|
|
|
|
|
|
|
|
|||||
Deferred compensation
|
$
|
9,043
|
|
|
—
|
|
|
—
|
|
|
9,043
|
|
Liabilities
|
|
|
|
|
|
|
|
|||||
Contingent consideration
|
—
|
|
|
—
|
|
|
1,551
|
|
|
1,551
|
|
|
Deferred compensation
|
8,958
|
|
|
—
|
|
|
—
|
|
|
8,958
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||
|
September 25,
2016 |
|
September 25,
2016 |
||||
Beginning balance
|
$
|
(445
|
)
|
|
$
|
(1,551
|
)
|
Mark to market adjustment
|
485
|
|
|
1,591
|
|
||
Ending balance
|
$
|
40
|
|
|
$
|
40
|
|
(4)
|
Marketable Securities
|
|
September 25,
2016 |
|
December 27,
2015 |
|||
Trading
|
|
|
|
|||
Mutual funds
|
$
|
—
|
|
|
9,043
|
|
Total
|
$
|
—
|
|
|
9,043
|
|
(5)
|
Property and Equipment
|
|
September 25,
2016 |
|
December 27,
2015 |
|||
Construction in process
|
$
|
34,686
|
|
|
18,662
|
|
Buildings
|
98,295
|
|
|
92,603
|
|
|
Capital leases and buildings under deemed landlord financing
|
26,671
|
|
|
25,105
|
|
|
Furniture, fixtures, and equipment
|
376,550
|
|
|
369,344
|
|
|
Leasehold improvements
|
596,871
|
|
|
553,736
|
|
|
Property and equipment, gross
|
1,133,073
|
|
|
1,059,450
|
|
|
Less accumulated depreciation and amortization
|
(527,885
|
)
|
|
(454,738
|
)
|
|
Property and equipment, net
|
$
|
605,188
|
|
|
604,712
|
|
(6)
|
Reacquired Franchise Rights
|
|
September 25,
2016 |
|
December 27,
2015 |
|||
Reacquired franchise rights
|
$
|
153,960
|
|
|
152,070
|
|
Accumulated amortization
|
(31,860
|
)
|
|
(22,788
|
)
|
|
Reacquired franchise rights, net
|
$
|
122,100
|
|
|
129,282
|
|
(7)
|
Long-Term Debt and Capital Lease Obligations
|
|
Average interest rate for the nine months ended September 25, 2016
|
|
Maturity
|
|
September 25,
2016 |
|
December 27, 2015
|
|||
Revolving credit facility
|
1.4%
|
|
July 2018
|
|
$
|
58,603
|
|
|
34,530
|
|
Capital lease and deemed landlord financing obligations
|
7.1%
|
|
Various through November 2030
|
|
42,079
|
|
|
38,571
|
|
|
Total debt and capital lease obligations
|
|
|
|
|
100,682
|
|
|
73,101
|
|
|
Less current maturities
|
|
|
|
|
(7,302
|
)
|
|
(2,147
|
)
|
|
Total long-term debt and capital lease obligations
|
|
|
|
|
$
|
93,380
|
|
|
70,954
|
|
(8)
|
Stockholders' Equity
|
|
Number
of shares
|
|
Weighted
average
exercise price
|
|
Average remaining contractual life
(years)
|
|
Aggregate intrinsic value
|
|||||
Outstanding, December 27, 2015
|
131,248
|
|
|
$
|
113.12
|
|
|
4.0
|
|
$
|
7,051
|
|
Granted
|
33,996
|
|
|
147.55
|
|
|
|
|
|
|||
Exercised
|
(10,215
|
)
|
|
71.43
|
|
|
|
|
|
|||
Cancelled
|
(4,612
|
)
|
|
152.42
|
|
|
|
|
|
|||
Expired
|
(535
|
)
|
|
147.52
|
|
|
|
|
|
|||
Outstanding, September 25, 2016
|
149,882
|
|
|
$
|
122.44
|
|
|
4.0
|
|
$
|
5,683
|
|
Exercisable, September 25, 2016
|
76,934
|
|
|
$
|
96.14
|
|
|
2.6
|
|
$
|
4,758
|
|
|
Number
of shares
|
|
Weighted
average
grant date
fair value
|
|||
Outstanding, December 27, 2015
|
190,120
|
|
|
$
|
161.06
|
|
Granted
|
122,911
|
|
|
147.02
|
|
|
Vested
|
(7,449
|
)
|
|
122.43
|
|
|
Cancelled
|
(17,579
|
)
|
|
161.64
|
|
|
Outstanding, September 25, 2016
|
288,003
|
|
|
$
|
156.04
|
|
(9)
|
Earnings Per Common Share
|
|
Three Months Ended September 25, 2016
|
|||||||||
|
Earnings
(numerator)
|
|
Shares
(denominator)
|
|
Per-share
amount
|
|||||
Net earnings attributable to Buffalo Wild Wings
|
$
|
22,651
|
|
|
|
|
|
|||
Earnings per common share
|
22,651
|
|
|
18,295,694
|
|
|
$
|
1.24
|
|
|
Effect of dilutive securities – stock options
|
—
|
|
|
33,928
|
|
|
|
|
||
Effect of dilutive securities – restricted stock units
|
—
|
|
|
23,874
|
|
|
|
|||
Earnings per common share – assuming dilution
|
$
|
22,651
|
|
|
18,353,496
|
|
|
$
|
1.23
|
|
|
Three Months Ended September 27, 2015
|
|||||||||
|
Earnings
(numerator)
|
|
Shares
(denominator)
|
|
Per-share
amount
|
|||||
Net earnings attributable to Buffalo Wild Wings
|
$
|
19,236
|
|
|
|
|
|
|||
Earnings per common share
|
19,236
|
|
|
19,022,111
|
|
|
$
|
1.01
|
|
|
Effect of dilutive securities – stock options
|
—
|
|
|
74,204
|
|
|
|
|
||
Effect of dilutive securities – restricted stock units
|
—
|
|
|
70,344
|
|
|
|
|||
Earnings per common share – assuming dilution
|
$
|
19,236
|
|
|
19,166,659
|
|
|
$
|
1.00
|
|
|
Nine Months Ended September 25, 2016
|
|||||||||
|
Earnings
(numerator)
|
|
Shares
(denominator)
|
|
Per-share
amount
|
|||||
Net earnings attributable to Buffalo Wild Wings
|
$
|
79,126
|
|
|
|
|
|
|||
Earnings per common share
|
79,126
|
|
|
18,608,533
|
|
|
$
|
4.25
|
|
|
Effect of dilutive securities – stock options
|
—
|
|
|
33,359
|
|
|
|
|
||
Effect of dilutive securities – restricted stock units
|
—
|
|
|
7,958
|
|
|
|
|||
Earnings per common share – assuming dilution
|
$
|
79,126
|
|
|
18,649,850
|
|
|
$
|
4.24
|
|
|
Nine Months Ended September 27, 2015
|
|||||||||
|
Earnings
(numerator)
|
|
Shares
(denominator)
|
|
Per-share
amount
|
|||||
Net earnings attributable to Buffalo Wild Wings
|
$
|
69,798
|
|
|
|
|
|
|||
Earnings per common share
|
69,798
|
|
|
19,005,859
|
|
|
$
|
3.67
|
|
|
Effect of dilutive securities – stock options
|
—
|
|
|
76,080
|
|
|
|
|
||
Effect of dilutive securities – restricted stock units
|
—
|
|
|
35,932
|
|
|
|
|||
Earnings per common share – assuming dilution
|
$
|
69,798
|
|
|
19,117,871
|
|
|
$
|
3.65
|
|
|
Three
months ended
|
|
Nine months ended
|
||||||||
|
September 25,
2016 |
|
September 27,
2015 |
|
September 25,
2016 |
|
September 27,
2015 |
||||
Stock options
|
78,070
|
|
|
33,327
|
|
|
71,863
|
|
|
37,986
|
|
Restricted stock units
|
264,129
|
|
|
257,904
|
|
|
280,045
|
|
|
292,316
|
|
(10)
|
Supplemental Disclosures of Cash Flow Information
|
|
Nine months ended
|
|||||
|
September 25,
2016 |
|
September 27,
2015 |
|||
Cash paid during the period for:
|
|
|
|
|||
Income taxes
|
$
|
11,724
|
|
|
45,777
|
|
Interest
|
2,563
|
|
|
586
|
|
|
Noncash financing and investing transactions:
|
|
|
|
|||
Decrease in property and equipment not yet paid for
|
8,299
|
|
|
10,888
|
|
|
Increase in asset retirement obligation asset and liability
|
89
|
|
|
1,096
|
|
|
Increase in deemed owner assets and obligations
|
5,729
|
|
|
—
|
|
|
Increase in other assets and liabilities from hosted software arrangements
|
1,550
|
|
|
—
|
|
|
Increase in capital leases
|
888
|
|
|
—
|
|
|
Nine Months Ended
|
|||||
|
September 25,
2016 |
|
September 27,
2015 |
|||
Inventory, prepaids, and other assets
|
$
|
38
|
|
|
14,036
|
|
Property and equipment
|
224
|
|
|
65,623
|
|
|
Lease and other liabilities
|
(14
|
)
|
|
(1,690
|
)
|
|
Reacquired franchise rights
|
1,890
|
|
|
100,090
|
|
|
Capital lease obligations
|
—
|
|
|
(29,975
|
)
|
|
Goodwill
|
1,724
|
|
|
61,629
|
|
|
|
$
|
3,862
|
|
|
209,713
|
|
•
|
Sales at our company-owned restaurants, which represented
95%
of total revenue in the
third
quarter of
2016
. Food and nonalcoholic beverages accounted for
80%
of restaurant sales. Alcoholic beverages accounted for
19%
of restaurant sales. Other items accounted for the remaining
1%
of restaurant sales. The menu items with the highest sales volumes in the
third
quarter of
2016
are boneless and traditional wings, representing
22%
and
21%
of restaurant sales, respectively.
|
•
|
Royalties and franchise fees received from our franchisees.
|
|
Three months ended
|
|
Nine months ended
|
||||||||
|
September 25,
2016 |
|
September 27,
2015 |
|
September 25,
2016 |
|
September 27,
2015 |
||||
Revenue:
|
|
|
|
|
|
|
|
||||
Restaurant sales
|
95.2
|
%
|
|
94.8
|
|
|
95.2
|
|
|
94.4
|
|
Franchise royalties and fees
|
4.8
|
|
|
5.2
|
|
|
4.8
|
|
|
5.6
|
|
Total revenue
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||
Restaurant operating costs:
|
|
|
|
|
|
|
|
||||
Cost of sales
|
28.9
|
|
|
29.4
|
|
|
29.4
|
|
|
29.7
|
|
Labor
|
32.0
|
|
|
32.2
|
|
|
31.6
|
|
|
31.9
|
|
Operating
|
15.6
|
|
|
14.7
|
|
|
14.9
|
|
|
14.3
|
|
Occupancy
|
5.8
|
|
|
5.6
|
|
|
5.7
|
|
|
5.5
|
|
Depreciation and amortization
|
7.8
|
|
|
7.4
|
|
|
7.6
|
|
|
6.9
|
|
General and administrative
|
6.5
|
|
|
7.4
|
|
|
6.3
|
|
|
7.4
|
|
Preopening
|
0.3
|
|
|
1.0
|
|
|
0.3
|
|
|
0.7
|
|
Loss on asset disposals
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
|
0.3
|
|
Total costs and expenses
|
93.4
|
|
|
93.7
|
|
|
92.3
|
|
|
92.1
|
|
Income from operations
|
6.6
|
|
|
6.3
|
|
|
7.7
|
|
|
7.9
|
|
Interest and other expense
|
0.1
|
|
|
0.3
|
|
|
0.2
|
|
|
0.1
|
|
Earnings before income taxes
|
6.5
|
|
|
6.0
|
|
|
7.5
|
|
|
7.8
|
|
Income tax expense
|
2.0
|
|
|
1.8
|
|
|
2.3
|
|
|
2.5
|
|
Net earnings including noncontrolling interests
|
4.6
|
|
|
4.2
|
|
|
5.3
|
|
|
5.3
|
|
Net earnings attributable to noncontrolling interests
|
(0.0
|
)
|
|
(0.0
|
)
|
|
(0.0
|
)
|
|
(0.0
|
)
|
Net earnings attributable to Buffalo Wild Wings
|
4.6
|
%
|
|
4.2
|
|
|
5.3
|
|
|
5.3
|
|
|
Nine Months Ended
|
||||||||||
|
September 25, 2016
|
|
September 27, 2015
|
||||||||
|
Corporate
|
|
Franchise
|
|
Total
|
|
Corporate
|
|
Franchise
|
|
Total
|
Buffalo Wild Wings
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of period
|
590
|
|
573
|
|
1,163
|
|
487
|
|
584
|
|
1,071
|
Opened
|
19
|
|
25
|
|
44
|
|
29
|
|
37
|
|
66
|
Acquired
|
1
|
|
(1)
|
|
—
|
|
54
|
|
(54)
|
|
—
|
Closed/relocated
|
(2)
|
|
(2)
|
|
(4)
|
|
(2)
|
|
(4)
|
|
(6)
|
End of period
|
608
|
|
595
|
|
1,203
|
|
568
|
|
563
|
|
1,131
|
R Taco
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of period
|
4
|
|
6
|
|
10
|
|
2
|
|
7
|
|
9
|
Opened
|
3
|
|
1
|
|
4
|
|
—
|
|
—
|
|
—
|
Acquired
|
—
|
|
—
|
|
—
|
|
1
|
|
(1)
|
|
—
|
Closed/relocated
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
End of period
|
7
|
|
7
|
|
14
|
|
3
|
|
6
|
|
9
|
PizzaRev
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of period
|
2
|
|
n/a
|
|
2
|
|
2
|
|
n/a
|
|
2
|
Opened
|
—
|
|
n/a
|
|
—
|
|
—
|
|
n/a
|
|
—
|
Acquired
|
—
|
|
n/a
|
|
—
|
|
—
|
|
n/a
|
|
—
|
Closed/relocated
|
—
|
|
n/a
|
|
—
|
|
—
|
|
n/a
|
|
—
|
End of period
|
2
|
|
n/a
|
|
2
|
|
2
|
|
n/a
|
|
2
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
End of the period
|
617
|
|
602
|
|
1,219
|
|
573
|
|
569
|
|
1,142
|
|
Three months ended
|
|
Nine months ended
|
|||||||||
|
September 25,
2016 |
|
September 27,
2015 |
|
September 25,
2016 |
|
September 27,
2015 |
|||||
Company-owned restaurant sales
|
$
|
470,648
|
|
|
431,763
|
|
|
1,421,142
|
|
|
1,248,595
|
|
Franchised restaurant sales
|
466,941
|
|
|
465,515
|
|
|
1,419,238
|
|
|
1,461,104
|
|
|
Three months ended
|
|
Nine months ended
|
|||||||
|
September 25,
2016 |
|
September 27,
2015 |
|
September 25,
2016 |
|
September 27,
2015 |
|||
Company-owned same-store sales
|
(1.8
|
)%
|
|
3.9
|
|
(1.9
|
)
|
|
5.0
|
|
Franchised same-store sales
|
(1.6
|
)
|
|
1.2
|
|
(2.3
|
)
|
|
3.3
|
|
|
Three months ended
|
|
Nine months ended
|
|||||||||
|
September 25,
2016 |
|
September 27,
2015 |
|
September 25,
2016 |
|
September 27,
2015 |
|||||
Average price per pound
|
$
|
1.72
|
|
|
1.79
|
|
|
1.87
|
|
|
1.83
|
|
|
|
|
Payments Due By Period (in thousands)
|
||||||||||||
|
Total
|
|
Less than
One year |
|
1-3 years
|
|
3-5 years
|
|
After 5
years |
||||||
Operating lease obligations
|
$
|
700,258
|
|
|
83,438
|
|
|
155,495
|
|
|
127,926
|
|
|
333,399
|
|
Capital lease obligations
|
45,750
|
|
|
4,770
|
|
|
9,681
|
|
|
9,530
|
|
|
21,769
|
|
|
Deemed landlord financing obligations
|
9,834
|
|
|
819
|
|
|
2,055
|
|
|
2,107
|
|
|
4,853
|
|
|
Commitments for restaurants under development
|
49,308
|
|
|
2,452
|
|
|
7,578
|
|
|
7,648
|
|
|
31,630
|
|
|
Revolving credit facility
|
58,603
|
|
|
—
|
|
|
58,603
|
|
|
—
|
|
|
—
|
|
|
Other commitments
|
9,000
|
|
|
1,000
|
|
|
4,000
|
|
|
4,000
|
|
|
—
|
|
|
Total
|
$
|
872,753
|
|
|
92,479
|
|
|
237,412
|
|
|
151,211
|
|
|
391,651
|
|
•
|
Unfavorable publicity could harm our business.
|
•
|
Fluctuations in chicken wing prices could impact our operating income.
|
•
|
If we are unable to identify and obtain suitable new restaurant sites and successfully open new restaurants, our revenue growth rate and profits may be reduced.
|
•
|
A security failure in our information technology systems could expose us to potential liability and loss of revenues.
|
•
|
Shortages or interruptions in the availability and delivery of food and other supplies may increase costs or reduce revenues.
|
•
|
Wage and hour litigation could negatively impact our performance.
|
•
|
Changes in employment laws or regulations could harm our performance.
|
•
|
Investments in new or emerging brands may not be successful.
|
•
|
Our restaurants may not achieve market acceptance in the new domestic and international geographic regions we enter.
|
•
|
New restaurants added to our existing markets may take sales from existing restaurants.
|
•
|
Failure of our internal control over financial reporting could harm our business and financial results.
|
•
|
If the material weaknesses we have identified in our internal control over financial reporting persist or if we fail to establish and maintain effective internal control over financial reporting, our ability to accurately report our financial results could be adversely affected.
|
•
|
Economic conditions could have a material adverse impact on our landlords or other tenants in retail centers in which we or our franchisees are located, which in turn could negatively affect our financial results.
|
•
|
An impairment in the carrying value of our goodwill or other intangible assets could adversely affect our financial condition and consolidated results of operations.
|
•
|
We may experience higher-than-anticipated costs associated with the opening of new restaurants or with the closing, relocating, and remodeling of existing restaurants, which may adversely affect our results of operations.
|
•
|
We may be dependent on franchisees and their success.
|
•
|
We could face liability from or as a result of our franchisees.
|
•
|
We may be unable to compete effectively in the restaurant industry.
|
•
|
Our success depends substantially on the value of our brands and our reputation for offering guests a compelling guest experience.
|
•
|
Our inability to successfully and sufficiently raise menu prices could result in a decline in profitability.
|
•
|
Our quarterly operating results may fluctuate due to the timing of special events and other factors, including the recognition of impairment losses.
|
•
|
We may not be able to attract and retain qualified Team Members and key executives to operate and manage our business.
|
•
|
We may not be able to obtain and maintain licenses and permits necessary to operate our restaurants.
|
•
|
The sale of alcoholic beverages at our restaurants subjects us to additional regulations and potential liability.
|
•
|
Changes in consumer preferences or discretionary consumer spending could harm our performance.
|
•
|
A regional or global health pandemic could severely affect our business.
|
•
|
The acquisition of existing restaurants from our franchisees or other acquisitions may have unanticipated consequences that could harm our business and our financial condition.
|
•
|
There is volatility in our stock price.
|
•
|
We may be subject to increased labor and insurance costs or current insurance may not provide adequate levels of coverage.
|
•
|
We are dependent on information technology and any material failure of that technology could impair our ability to efficiently operate our business.
|
•
|
If we are unable to maintain our rights to use key technologies of third parties, our business may be harmed.
|
•
|
We may not be able to protect our trademarks, service marks or trade secrets.
|
Period
|
Total Number of Shares Purchased
(a)
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plan
(b)
|
|
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plan
|
||||||
June 27, 2016, through July 24, 2016
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
July 25, 2016, through August 21, 2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
August 22, 2016, through September 25, 2016
|
37,572
|
|
|
159.92
|
|
|
36,600
|
|
|
369,147,888
|
|
||
Total
|
37,572
|
|
|
$
|
159.92
|
|
|
36,600
|
|
|
$
|
369,147,888
|
|
(a)
|
Includes shares that were surrendered to the Company to satisfy tax withholding obligations in connection with the vesting of restricted stock issued to employees.
|
(b)
|
Shares were repurchased pursuant to repurchase programs authorized by our board of directors. The first program was announced on November 23, 2015 (the “Prior Authorization”) and initially authorized up to $200 million of aggregate repurchases and had no expiration date. On August 16, 2016, we announced the approval of a new program authorizing the repurchase of up to $375 million. The current program replaced the Prior Authorization effective as of August 11, 2016 and is scheduled to expire in May 2020. Shares repurchased under the programs may be made through open market and privately negotiated transactions from time to time and in amounts that management deems appropriate. The amount and timing of share repurchases will depend upon market conditions and other corporate considerations.
|
Date:
|
October 28, 2016
|
BUFFALO WILD WINGS, INC.
|
|
|
|
|
|
|
|
By:
|
/s/ Sally J. Smith
|
|
|
|
Sally J. Smith, President and Chief Executive Officer
(principal executive officer and on behalf of registrant)
|
|
|
|
|
|
|
By:
|
/s/ Jeffrey B. Sorum
|
|
|
|
Jeffrey B. Sorum, Senior Vice President, Chief
Accounting Officer (interim principal financial officer)
|
Exhibit
Number
|
|
Description
|
3.1
|
|
Restated Articles of Incorporation, as amended (Incorporated by reference to Exhibit 3.1 to our quarterly report on Form 10-Q for the fiscal quarter ended June 29, 2008, file no. 000-24743).
|
|
|
|
3.2
|
|
Amended and Restated Bylaws, as amended (Incorporated by reference to Exhibit 3.1 to our current report on Form 8-K filed May 27, 2009, file no. 000-24743).
|
|
|
|
10.1
|
|
Transition and Separation Agreement with Kathleen M. Benning, dated September 30, 2016 (Incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed September 30, 2016, file no. 000-24743).
|
|
|
|
10.2
|
|
Credit Agreement, dated as of October 6, 2016, with the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent, swingline lender and issuing lender (Incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed October 7, 2016, file no. 000-24743).
|
|
|
|
10.3
|
|
Employment Agreement dated October 24, 2016 with Alexander H. Ware (Incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed October 24, 2016, file no. 000-24743).
|
|
|
|
31.1
|
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.
|
|
|
|
31.2
|
|
Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act.
|
|
|
|
32.1
|
|
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.
|
|
|
|
32.2
|
|
Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act.
|
|
|
|
101
|
|
The following financial statements from the Company’s 10-Q for the fiscal quarter ended September 25, 2016, formatted in XBRL: (i) consolidated balance sheet, (ii) consolidated statement of earnings, (iii) consolidated statement of comprehensive income, (iv) consolidated statement of cash flows, and (v) notes to consolidated financial statements.
|
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