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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 |
|
|
|
|
|
Minnesota
|
No. 31-1455915
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
(IRS Employer
Identification No.)
|
|
|
|
|
Page
|
PART I – FINANCIAL INFORMATION
|
|
|
|
|
|
Item 1.
|
Financial Statements
|
|
|
|
|
Item 2.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
|
|
|
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
|
|
|
|
Item 4.
|
Controls and Procedures
|
|
|
|
|
PART II – OTHER INFORMATION
|
|
|
|
|
|
Item 1.
|
Legal Proceedings
|
|
|
|
|
Item 2.
|
Issuer Purchases of Equity Securities
|
|
|
|
|
Item 6.
|
Exhibits
|
|
|
|
|
Signatures
|
||
|
|
|
Exhibit Index
|
|
June 25,
2017 |
|
December 25,
2016 |
|||
Assets
|
|
|
|
|||
Current assets:
|
|
|
|
|||
Cash
|
$
|
19,941
|
|
|
49,266
|
|
Accounts receivable, net of allowance of $251
|
37,927
|
|
|
34,225
|
|
|
Inventory
|
15,080
|
|
|
16,532
|
|
|
Prepaid expenses
|
7,503
|
|
|
9,075
|
|
|
Refundable income taxes
|
4,483
|
|
|
1,018
|
|
|
Restricted assets
|
24,532
|
|
|
66,471
|
|
|
Total current assets
|
109,466
|
|
|
176,587
|
|
|
|
|
|
|
|||
Property and equipment, net
|
551,317
|
|
|
592,806
|
|
|
Reacquired franchise rights, net
|
112,348
|
|
|
118,973
|
|
|
Other assets
|
39,889
|
|
|
41,625
|
|
|
Goodwill
|
117,228
|
|
|
117,228
|
|
|
Total assets
|
$
|
930,248
|
|
|
1,047,219
|
|
|
|
|
|
|||
Liabilities and Stockholders’ Equity
|
|
|
|
|||
Current liabilities:
|
|
|
|
|||
Deferred revenue
|
$
|
8,316
|
|
|
3,089
|
|
Accounts payable
|
37,887
|
|
|
45,797
|
|
|
Accrued compensation and benefits
|
43,944
|
|
|
47,304
|
|
|
Accrued expenses
|
33,367
|
|
|
32,347
|
|
|
Current portion of long-term debt and capital lease obligations
|
3,599
|
|
|
3,745
|
|
|
Current portion of deferred lease credits
|
4,685
|
|
|
873
|
|
|
System-wide payables
|
58,588
|
|
|
108,814
|
|
|
Total current liabilities
|
190,386
|
|
|
241,969
|
|
|
|
|
|
|
|||
Long-term liabilities:
|
|
|
|
|||
Other liabilities
|
16,529
|
|
|
16,109
|
|
|
Deferred income taxes
|
15,166
|
|
|
21,588
|
|
|
Long-term debt and capital lease obligations, net of current portion
|
426,074
|
|
|
205,312
|
|
|
Deferred lease credits, net of current portion
|
40,866
|
|
|
44,341
|
|
|
Total liabilities
|
689,021
|
|
|
529,319
|
|
|
|
|
|
|
|||
Commitments and contingencies (note 10)
|
|
|
|
|
|
|
Stockholders’ equity:
|
|
|
|
|||
Undesignated stock, 1,000,000 shares authorized, none issued
|
—
|
|
|
—
|
|
|
Common stock, no par value. Authorized 44,000,000 shares; issued and outstanding 15,491,688 and 17,462,465 shares, respectively
|
139,334
|
|
|
147,234
|
|
|
Retained earnings
|
106,135
|
|
|
374,683
|
|
|
Accumulated other comprehensive loss
|
(3,808
|
)
|
|
(3,878
|
)
|
|
Total stockholders’ equity
|
241,661
|
|
|
518,039
|
|
|
Noncontrolling interests
|
(434
|
)
|
|
(139
|
)
|
|
Total equity
|
241,227
|
|
|
517,900
|
|
|
Total liabilities and equity
|
$
|
930,248
|
|
|
1,047,219
|
|
|
Three months ended
|
|
Six months ended
|
|||||||||
|
June 25,
2017 |
|
June 26,
2016 |
|
June 25,
2017 |
|
June 26,
2016 |
|||||
Revenue:
|
|
|
|
|
|
|
|
|||||
Restaurant sales
|
$
|
475,665
|
|
|
466,583
|
|
|
984,870
|
|
|
950,494
|
|
Franchise royalties and fees
|
24,315
|
|
|
23,595
|
|
|
49,873
|
|
|
47,941
|
|
|
Total revenue
|
499,980
|
|
|
490,178
|
|
|
1,034,743
|
|
|
998,435
|
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
|||||
Restaurant operating costs:
|
|
|
|
|
|
|
|
|||||
Cost of sales
|
152,714
|
|
|
138,480
|
|
|
312,715
|
|
|
282,303
|
|
|
Labor
|
154,324
|
|
|
149,375
|
|
|
315,358
|
|
|
298,504
|
|
|
Operating
|
74,628
|
|
|
68,180
|
|
|
152,168
|
|
|
137,860
|
|
|
Occupancy
|
28,126
|
|
|
27,205
|
|
|
56,589
|
|
|
53,928
|
|
|
Depreciation and amortization
|
38,103
|
|
|
37,953
|
|
|
76,980
|
|
|
75,502
|
|
|
General and administrative
|
39,155
|
|
|
29,821
|
|
|
71,907
|
|
|
61,486
|
|
|
Preopening
|
917
|
|
|
1,838
|
|
|
1,504
|
|
|
3,701
|
|
|
Loss on asset disposals and impairment
|
2,628
|
|
|
1,874
|
|
|
4,356
|
|
|
3,096
|
|
|
Total costs and expenses
|
490,595
|
|
|
454,726
|
|
|
991,577
|
|
|
916,380
|
|
|
Income from operations
|
9,385
|
|
|
35,452
|
|
|
43,166
|
|
|
82,055
|
|
|
Interest expense
|
3,334
|
|
|
846
|
|
|
5,692
|
|
|
1,686
|
|
|
Other expense (income)
|
(5,940
|
)
|
|
1,028
|
|
|
(4,780
|
)
|
|
161
|
|
|
Earnings before income taxes
|
11,991
|
|
|
33,578
|
|
|
42,254
|
|
|
80,208
|
|
|
Income tax expense
|
3,342
|
|
|
10,033
|
|
|
12,218
|
|
|
23,985
|
|
|
Net earnings including noncontrolling interests
|
8,649
|
|
|
23,545
|
|
|
30,036
|
|
|
56,223
|
|
|
Net loss attributable to noncontrolling interests
|
(133
|
)
|
|
(157
|
)
|
|
(295
|
)
|
|
(252
|
)
|
|
Net earnings attributable to Buffalo Wild Wings
|
$
|
8,782
|
|
|
23,702
|
|
|
30,331
|
|
|
56,475
|
|
Earnings per common share – basic
|
$
|
0.55
|
|
|
1.27
|
|
|
1.83
|
|
|
3.01
|
|
Earnings per common share – diluted
|
$
|
0.55
|
|
|
1.27
|
|
|
1.83
|
|
|
3.00
|
|
Weighted average shares outstanding – basic
|
15,983
|
|
|
18,605
|
|
|
16,573
|
|
|
18,764
|
|
|
Weighted average shares outstanding – diluted
|
16,048
|
|
|
18,636
|
|
|
16,619
|
|
|
18,797
|
|
Net earnings including noncontrolling interests
|
$
|
8,649
|
|
|
23,545
|
|
|
30,036
|
|
|
56,223
|
|
Other comprehensive income:
|
|
|
|
|
|
|
|
|||||
Foreign currency translation adjustments, net of tax
|
(2
|
)
|
|
(134
|
)
|
|
(70
|
)
|
|
(381
|
)
|
|
Other comprehensive income, net of tax
|
(2
|
)
|
|
(134
|
)
|
|
(70
|
)
|
|
(381
|
)
|
|
Comprehensive income including noncontrolling interests
|
8,651
|
|
|
23,679
|
|
|
30,106
|
|
|
56,604
|
|
|
Comprehensive loss attributable to noncontrolling interests
|
(133
|
)
|
|
(157
|
)
|
|
(295
|
)
|
|
(252
|
)
|
|
Comprehensive income attributable to Buffalo Wild Wings
|
$
|
8,784
|
|
|
23,836
|
|
|
30,401
|
|
|
56,856
|
|
|
Six months ended
|
|||||
|
June 25,
2017 |
|
June 26,
2016 |
|||
Cash flows from operating activities:
|
|
|
|
|||
Net earnings including noncontrolling interests
|
$
|
30,036
|
|
|
56,223
|
|
Adjustments to reconcile net earnings to net cash provided by operations:
|
|
|
|
|||
Depreciation and amortization
|
76,980
|
|
|
75,502
|
|
|
Loss on asset disposals and impairment
|
4,356
|
|
|
3,096
|
|
|
Deferred lease credits
|
1,548
|
|
|
3,380
|
|
|
Deferred income taxes
|
(6,489
|
)
|
|
2,397
|
|
|
Stock-based compensation
|
4,021
|
|
|
2,108
|
|
|
Excess tax benefit from stock issuance
|
—
|
|
|
(35
|
)
|
|
Change in fair value of contingent consideration
|
359
|
|
|
(1,106
|
)
|
|
Gain on sale of investment in affiliate
|
(5,692
|
)
|
|
—
|
|
|
Loss on investments in affiliate
|
1,488
|
|
|
1,247
|
|
|
Change in operating assets and liabilities, net of effect of acquisitions:
|
|
|
|
|||
Accounts receivable
|
(6,007
|
)
|
|
802
|
|
|
Inventory
|
1,458
|
|
|
1,418
|
|
|
Prepaid expenses
|
1,573
|
|
|
567
|
|
|
Other assets
|
(4,334
|
)
|
|
(2,462
|
)
|
|
Deferred revenue
|
5,227
|
|
|
118
|
|
|
Accounts payable
|
(2,004
|
)
|
|
(3,520
|
)
|
|
Income taxes
|
(3,465
|
)
|
|
16,607
|
|
|
Accrued expenses
|
(294
|
)
|
|
(6,943
|
)
|
|
Net cash provided by operating activities
|
98,761
|
|
|
149,399
|
|
|
Cash flows from investing activities:
|
|
|
|
|||
Acquisition of property and equipment
|
(34,553
|
)
|
|
(70,630
|
)
|
|
Acquisition of businesses
|
—
|
|
|
(3,862
|
)
|
|
Proceeds from sale of investment in affiliate
|
8,126
|
|
|
—
|
|
|
Net cash used in investing activities
|
(26,427
|
)
|
|
(74,492
|
)
|
|
Cash flows from financing activities:
|
|
|
|
|||
Proceeds from revolving credit facility
|
330,000
|
|
|
286,873
|
|
|
Repayments of revolving credit facility
|
(110,000
|
)
|
|
(263,343
|
)
|
|
Borrowings from (payments to) restricted funds
|
(6,533
|
)
|
|
12,288
|
|
|
Repurchases of common stock
|
(312,249
|
)
|
|
(99,981
|
)
|
|
Other financing activities
|
(1,715
|
)
|
|
(1,065
|
)
|
|
Issuance of common stock
|
2,570
|
|
|
1,960
|
|
|
Excess tax benefit from stock issuance
|
—
|
|
|
35
|
|
|
Tax payments for restricted stock units
|
(3,796
|
)
|
|
(9,172
|
)
|
|
Net cash used in financing activities
|
(101,723
|
)
|
|
(72,405
|
)
|
|
Effect of exchange rate changes on cash
|
64
|
|
|
(87
|
)
|
|
Net increase (decrease) in cash
|
(29,325
|
)
|
|
2,415
|
|
|
Cash at beginning of period
|
49,266
|
|
|
11,220
|
|
|
Cash at end of period
|
$
|
19,941
|
|
|
13,635
|
|
(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 - Mutual Funds
|
$
|
10,227
|
|
|
—
|
|
|
—
|
|
|
10,227
|
|
Liabilities
|
|
|
|
|
|
|
|
|||||
Deferred Compensation - Mutual Funds
|
9,489
|
|
|
—
|
|
|
—
|
|
|
9,489
|
|
|
Fair Value Measurements
|
|||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|||||
Assets
|
|
|
|
|
|
|
|
|||||
Deferred Compensation - Mutual Funds
|
$
|
9,134
|
|
|
—
|
|
|
—
|
|
|
9,134
|
|
Contingent Consideration
|
—
|
|
|
—
|
|
|
2,140
|
|
|
2,140
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|||||
Deferred Compensation - Mutual Funds
|
9,014
|
|
|
—
|
|
|
—
|
|
|
9,014
|
|
(4)
|
Property and Equipment
|
|
June 25,
2017 |
|
December 25,
2016 |
|||
Construction in process
|
$
|
21,170
|
|
|
19,120
|
|
Buildings
|
100,332
|
|
|
100,974
|
|
|
Capital leases and buildings under deemed landlord financing
|
31,467
|
|
|
29,840
|
|
|
Furniture, fixtures, and equipment
|
391,458
|
|
|
386,233
|
|
|
Leasehold improvements
|
621,874
|
|
|
614,307
|
|
|
Property and equipment, gross
|
1,166,301
|
|
|
1,150,474
|
|
|
Less accumulated depreciation
|
(614,984
|
)
|
|
(557,668
|
)
|
|
Property and equipment, net
|
$
|
551,317
|
|
|
592,806
|
|
(5)
|
Reacquired Franchise Rights
|
|
June 25,
2017 |
|
December 25,
2016 |
|||
Reacquired franchise rights
|
$
|
153,870
|
|
|
153,870
|
|
Accumulated amortization
|
(41,522
|
)
|
|
(34,897
|
)
|
|
Reacquired franchise rights, net
|
$
|
112,348
|
|
|
118,973
|
|
(6)
|
Long-Term Debt and Capital Lease Obligations
|
|
Average interest rate for the six months ended June 25, 2017
|
|
Maturity
|
|
June 25,
2017 |
|
December 25, 2016
|
|||
Revolving credit facility
|
2.2%
|
|
October 2021
|
|
$
|
390,000
|
|
|
170,000
|
|
Capital lease and deemed landlord financing obligations
|
8.9%
|
|
Various through November 2030
|
|
39,673
|
|
|
39,057
|
|
|
Total debt and capital lease obligations
|
|
|
|
|
429,673
|
|
|
209,057
|
|
|
Less current maturities
|
|
|
|
|
(3,599
|
)
|
|
(3,745
|
)
|
|
Total long-term debt and capital lease obligations
|
|
|
|
|
$
|
426,074
|
|
|
205,312
|
|
(7)
|
Stockholders' Equity
|
|
Number
of shares
|
|
Weighted
average
exercise price
|
|
Average remaining contractual life
(years)
|
|
Aggregate intrinsic value
|
|||||
Outstanding, December 25, 2016
|
145,624
|
|
|
$
|
129.89
|
|
|
4.1
|
|
$
|
5,076
|
|
Granted
|
51,795
|
|
|
145.85
|
|
|
|
|
|
|||
Exercised
|
(12,761
|
)
|
|
95.90
|
|
|
|
|
|
|||
Cancelled
|
(7,089
|
)
|
|
161.99
|
|
|
|
|
|
|||
Outstanding, June 25, 2017
|
177,569
|
|
|
$
|
135.71
|
|
|
4.5
|
|
$
|
2,099
|
|
Exercisable, June 25, 2017
|
82,118
|
|
|
$
|
116.49
|
|
|
2.9
|
|
$
|
2,099
|
|
|
Number
of shares
|
|
Weighted
average
grant date
fair value
|
|||
Outstanding, December 25, 2016
|
202,047
|
|
|
$
|
160.03
|
|
Granted
|
194,256
|
|
|
154.03
|
|
|
Cancelled
|
(24,107
|
)
|
|
161.37
|
|
|
Outstanding, June 25, 2017
|
372,196
|
|
|
$
|
156.81
|
|
(8)
|
Earnings Per Common Share
|
|
Three Months Ended June 25, 2017
|
|||||||||
|
Earnings
(numerator)
|
|
Shares
(denominator)
|
|
Per-share
amount
|
|||||
Net earnings attributable to Buffalo Wild Wings
|
$
|
8,782
|
|
|
|
|
|
|||
Earnings per common share
|
8,782
|
|
|
15,983,236
|
|
|
$
|
0.55
|
|
|
Effect of dilutive securities – stock options
|
—
|
|
|
21,312
|
|
|
|
|
||
Effect of dilutive securities – restricted stock units
|
—
|
|
|
43,598
|
|
|
|
|||
Earnings per common share – assuming dilution
|
$
|
8,782
|
|
|
16,048,146
|
|
|
$
|
0.55
|
|
|
Three Months Ended June 26, 2016
|
|||||||||
|
Earnings
(numerator)
|
|
Shares
(denominator)
|
|
Per-share
amount
|
|||||
Net earnings attributable to Buffalo Wild Wings
|
$
|
23,702
|
|
|
|
|
|
|||
Earnings per common share
|
23,702
|
|
|
18,604,746
|
|
|
$
|
1.27
|
|
|
Effect of dilutive securities – stock options
|
—
|
|
|
31,052
|
|
|
|
|
||
Earnings per common share – assuming dilution
|
$
|
23,702
|
|
|
18,635,798
|
|
|
$
|
1.27
|
|
|
Six Months Ended June 25, 2017
|
|||||||||
|
Earnings
(numerator)
|
|
Shares
(denominator)
|
|
Per-share
amount
|
|||||
Net earnings attributable to Buffalo Wild Wings
|
$
|
30,331
|
|
|
|
|
|
|||
Earnings per common share
|
30,331
|
|
|
16,573,288
|
|
|
$
|
1.83
|
|
|
Effect of dilutive securities – stock options
|
—
|
|
|
22,609
|
|
|
|
|
||
Effect of dilutive securities – restricted stock units
|
—
|
|
|
23,119
|
|
|
|
|||
Earnings per common share – assuming dilution
|
$
|
30,331
|
|
|
16,619,016
|
|
|
$
|
1.83
|
|
|
Six Months Ended June 26, 2016
|
|||||||||
|
Earnings
(numerator)
|
|
Shares
(denominator)
|
|
Per-share
amount
|
|||||
Net earnings attributable to Buffalo Wild Wings
|
$
|
56,475
|
|
|
|
|
|
|||
Earnings per common share
|
56,475
|
|
|
18,763,812
|
|
|
$
|
3.01
|
|
|
Effect of dilutive securities – stock options
|
—
|
|
|
33,017
|
|
|
|
|
||
Earnings per common share – assuming dilution
|
$
|
56,475
|
|
|
18,796,829
|
|
|
$
|
3.00
|
|
|
Three
months ended
|
|
Six months ended
|
||||||||
|
June 25,
2017 |
|
June 26,
2016 |
|
June 25,
2017 |
|
June 26,
2016 |
||||
Stock options
|
127,647
|
|
|
83,952
|
|
|
103,747
|
|
|
66,983
|
|
Restricted stock units
|
294,698
|
|
|
296,048
|
|
|
294,698
|
|
|
296,048
|
|
(9)
|
Supplemental Disclosures of Cash Flow Information
|
|
Six months ended
|
|||||
|
June 25,
2017 |
|
June 26,
2016 |
|||
Cash paid during the period for:
|
|
|
|
|||
Income taxes
|
$
|
22,036
|
|
|
4,934
|
|
Interest
|
5,125
|
|
|
1,682
|
|
|
Noncash financing and investing transactions:
|
|
|
|
|||
Decrease in property and equipment not yet paid for
|
5,923
|
|
|
61
|
|
|
Increase in deemed owner assets and obligations
|
161
|
|
|
2,383
|
|
|
Increase in other assets and liabilities from hosted software arrangements
|
—
|
|
|
1,550
|
|
|
Increase in capital lease assets and obligations
|
1,631
|
|
|
—
|
|
(10)
|
Contingencies
|
(11)
|
Sale of investment in affiliate
|
•
|
Sales at our company-owned restaurants, which represented
95%
of total revenue in the
second
quarter of
2017
. Food and non-alcoholic beverages accounted for
82%
of restaurant sales. Alcoholic beverages accounted for the remaining
18%
of restaurant sales. The menu items with the highest sales volumes in the
second
quarter of
2017
are traditional and boneless wings, representing
23%
and
21%
of restaurant sales, respectively.
|
•
|
Royalties and franchise fees received from our franchisees.
|
|
Three months ended
|
|
Six months ended
|
||||||||
|
June 25,
2017 |
|
June 26,
2016 |
|
June 25,
2017 |
|
June 26,
2016 |
||||
Revenue:
|
|
|
|
|
|
|
|
||||
Restaurant sales
|
95.1
|
%
|
|
95.2
|
|
|
95.2
|
|
|
95.2
|
|
Franchise royalties and fees
|
4.9
|
|
|
4.8
|
|
|
4.8
|
|
|
4.8
|
|
Total revenue
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
|
100.0
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||
Restaurant operating costs:
|
|
|
|
|
|
|
|
||||
Cost of sales
|
32.1
|
|
|
29.7
|
|
|
31.8
|
|
|
29.7
|
|
Labor
|
32.4
|
|
|
32.0
|
|
|
32.0
|
|
|
31.4
|
|
Operating
|
15.7
|
|
|
14.6
|
|
|
15.5
|
|
|
14.5
|
|
Occupancy
|
5.9
|
|
|
5.8
|
|
|
5.7
|
|
|
5.7
|
|
Depreciation and amortization
|
7.6
|
|
|
7.7
|
|
|
7.4
|
|
|
7.6
|
|
General and administrative
|
7.8
|
|
|
6.1
|
|
|
6.9
|
|
|
6.2
|
|
Preopening
|
0.2
|
|
|
0.4
|
|
|
0.1
|
|
|
0.4
|
|
Loss on asset disposals and impairment
|
0.5
|
|
|
0.4
|
|
|
0.4
|
|
|
0.3
|
|
Total costs and expenses
|
98.1
|
|
|
92.8
|
|
|
95.8
|
|
|
91.8
|
|
Income from operations
|
1.9
|
|
|
7.2
|
|
|
4.2
|
|
|
8.2
|
|
Interest expense
|
0.7
|
|
|
0.2
|
|
|
0.6
|
|
|
0.2
|
|
Other expense (income)
|
(1.2
|
)
|
|
0.2
|
|
|
(0.5
|
)
|
|
—
|
|
Earnings before income taxes
|
2.4
|
|
|
6.9
|
|
|
4.1
|
|
|
8.0
|
|
Income tax expense
|
0.7
|
|
|
2.0
|
|
|
1.2
|
|
|
2.4
|
|
Net earnings including noncontrolling interests
|
1.7
|
|
|
4.8
|
|
|
2.9
|
|
|
5.6
|
|
Net loss attributable to noncontrolling interests
|
(0.0
|
)
|
|
(0.0
|
)
|
|
(0.0
|
)
|
|
(0.0
|
)
|
Net earnings attributable to Buffalo Wild Wings
|
1.8
|
%
|
|
4.8
|
|
|
2.9
|
|
|
5.7
|
|
|
Six Months Ended
|
||||||||||
|
June 25, 2017
|
|
June 26, 2016
|
||||||||
|
Corporate
|
|
Franchise
|
|
Total
|
|
Corporate
|
|
Franchise
|
|
Total
|
Buffalo Wild Wings
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of period
|
621
|
|
602
|
|
1,223
|
|
590
|
|
573
|
|
1,163
|
Opened
|
6
|
|
12
|
|
18
|
|
11
|
|
18
|
|
29
|
Acquired
|
—
|
|
—
|
|
—
|
|
1
|
|
(1)
|
|
—
|
Closed/relocated
|
(1)
|
|
(3)
|
|
(4)
|
|
(1)
|
|
(1)
|
|
(2)
|
End of period
|
626
|
|
611
|
|
1,237
|
|
601
|
|
589
|
|
1,190
|
R Taco
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of period
|
8
|
|
7
|
|
15
|
|
4
|
|
6
|
|
10
|
Opened
|
1
|
|
6
|
|
7
|
|
2
|
|
1
|
|
3
|
Acquired
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
Closed/relocated
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
End of period
|
9
|
|
13
|
|
22
|
|
6
|
|
7
|
|
13
|
PizzaRev
|
|
|
|
|
|
|
|
|
|
|
|
Beginning of period
|
2
|
|
n/a
|
|
2
|
|
2
|
|
n/a
|
|
2
|
Opened
|
—
|
|
n/a
|
|
—
|
|
—
|
|
n/a
|
|
—
|
Acquired
|
—
|
|
n/a
|
|
—
|
|
—
|
|
n/a
|
|
—
|
Closed/relocated
|
(2)
|
|
n/a
|
|
(2)
|
|
—
|
|
n/a
|
|
—
|
End of period
|
—
|
|
n/a
|
|
—
|
|
2
|
|
n/a
|
|
2
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
End of the period
|
635
|
|
624
|
|
1,259
|
|
609
|
|
596
|
|
1,205
|
|
Three months ended
|
|
Six months ended
|
|||||||||
|
June 25,
2017 |
|
June 26,
2016 |
|
June 25,
2017 |
|
June 26,
2016 |
|||||
Company-owned restaurant sales
|
$
|
475,665
|
|
|
466,583
|
|
|
984,870
|
|
|
950,494
|
|
Franchised restaurant sales
|
477,720
|
|
|
469,459
|
|
|
983,771
|
|
|
952,297
|
|
|
System-wide sales
|
$
|
953,385
|
|
|
936,042
|
|
|
1,968,641
|
|
|
1,902,791
|
|
|
Three months ended
|
|
Six months ended
|
||||||||
|
June 25,
2017 |
|
June 26,
2016 |
|
June 25,
2017 |
|
June 26,
2016 |
||||
Company-owned same-store sales
|
(1.2
|
)%
|
|
(2.1
|
)
|
|
(0.3
|
)
|
|
(1.9
|
)
|
Franchised same-store sales
|
(2.1
|
)%
|
|
(2.6
|
)
|
|
(0.7
|
)
|
|
(2.6
|
)
|
|
Three months ended
|
|
Six months ended
|
|||||||||
|
June 25,
2017 |
|
June 26,
2016 |
|
June 25,
2017 |
|
June 26,
2016 |
|||||
Average price per pound
|
$
|
2.05
|
|
|
1.94
|
|
|
2.05
|
|
|
1.95
|
|
|
Three months ended
|
|
Six months ended
|
||||||||||
|
June 25,
2017 |
|
June 26,
2016 |
|
June 25,
2017 |
|
June 26,
2016 |
||||||
Restaurant sales
|
$
|
475,665
|
|
|
466,583
|
|
|
$
|
984,870
|
|
|
950,494
|
|
Restaurant operating costs
|
409,792
|
|
|
383,240
|
|
|
836,830
|
|
|
772,595
|
|
||
Restaurant-level profit
|
$
|
65,873
|
|
|
83,343
|
|
|
$
|
148,040
|
|
|
177,899
|
|
Restaurant-level margin
|
13.8
|
%
|
|
17.9
|
%
|
|
15.0
|
%
|
|
18.7
|
%
|
|
Three months ended
|
|||||
|
June 25, 2017
|
|
June 26, 2016
|
|||
Company-owned average weekly sales
|
$
|
58,912
|
|
|
59,894
|
|
Franchised average weekly sales
|
61,217
|
|
|
62,454
|
|
|
|
|
Payments Due By Period (in thousands)
|
||||||||||||
|
Total
|
|
Less than
one year |
|
1-3 years
|
|
3-5 years
|
|
After 5
years |
||||||
Operating lease obligations
|
$
|
686,789
|
|
|
86,964
|
|
|
162,720
|
|
|
129,527
|
|
|
307,578
|
|
Capital lease obligations
|
45,255
|
|
|
5,096
|
|
|
10,359
|
|
|
9,896
|
|
|
19,904
|
|
|
Deemed landlord financing obligations
|
13,970
|
|
|
1,492
|
|
|
3,012
|
|
|
3,145
|
|
|
6,321
|
|
|
Commitments for restaurants under development
|
40,708
|
|
|
1,428
|
|
|
5,016
|
|
|
5,048
|
|
|
29,216
|
|
|
Revolving credit facility
|
390,000
|
|
|
—
|
|
|
—
|
|
|
390,000
|
|
|
—
|
|
|
Other commitments
|
6,054
|
|
|
54
|
|
|
4,000
|
|
|
2,000
|
|
|
—
|
|
|
Total
|
$
|
1,182,776
|
|
|
95,034
|
|
|
185,107
|
|
|
539,616
|
|
|
363,019
|
|
•
|
Unfavorable publicity could harm our business.
|
•
|
Changes in consumer preferences or discretionary consumer spending could harm our performance.
|
•
|
Fluctuations in chicken wing prices could impact our operating income.
|
•
|
Litigation, including the defense and resolution of class and collective actions, could materially impact our business.
|
•
|
We may be unable to compete effectively in the restaurant industry.
|
•
|
Shortages or interruptions in the availability and delivery of food and other supplies may increase costs or reduce revenues.
|
•
|
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.
|
•
|
New restaurants added to our existing markets may take sales from existing restaurants, and existing restaurant performance in the future may vary from the past.
|
•
|
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 not be able to obtain and maintain licenses and permits necessary to operate our restaurants.
|
•
|
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.
|
•
|
The sale of alcoholic beverages at our restaurants is a significant contributor to sales and margins.
|
•
|
The sale of alcoholic beverages subjects us to additional regulations and potential liability.
|
•
|
Our inability to successfully and sufficiently raise menu prices could result in a decline in profitability.
|
•
|
We may not be able to attract and retain qualified Team Members and key executives to operate and manage our business.
|
•
|
Changes in employment laws or regulation could harm our performance.
|
•
|
We may be subject to increased labor costs.
|
•
|
We may be dependent on franchisees and their success.
|
•
|
We could face liability from or as a result of our franchisees.
|
•
|
The acquisition or divestiture of existing restaurants or other acquisitions or divestitures may have unanticipated consequences that could harm our business and our financial condition.
|
•
|
Our strategic growth and innovation activities may not perform in accordance with our expectations.
|
•
|
The R Taco brand may not be successful.
|
•
|
Our international expansion may expose us to incremental risks.
|
•
|
A regional or global health pandemic could severely affect our business.
|
•
|
We are dependent on information technology and any material failure of that technology could impair our ability to efficiently operate our business.
|
•
|
A security failure in our information technology systems could expose us to potential liability and loss of revenues.
|
•
|
If we are unable to maintain our rights to use key technologies of third parties, our business may be harmed.
|
•
|
There is volatility in our stock price.
|
•
|
Our quarterly operating results may fluctuate due to the timing of special events and other factors.
|
•
|
An impairment in the carrying value of our goodwill or other intangible or long-lived assets could adversely affect our financial condition and consolidated results of operations.
|
•
|
We may be subject to increased insurance costs or our current insurance may not provide adequate levels of coverage.
|
•
|
We may not be able to protect our trademarks, service marks or trade secrets.
|
•
|
We adjust our capital structure from time to time and we may increase our level of debt which would make us more sensitive to the effects of economic downturns and could adversely affect our business.
|
•
|
Failure of our internal control over financial reporting could harm our business and financial results.
|
Period
|
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plan
(a)
|
|
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plan
|
||||||
March 27, 2017, through April 23, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
430,053,238
|
|
April 24, 2017, through May 21, 2017
|
|
316,454
|
|
|
$
|
158.00
|
|
|
316,454
|
|
|
$
|
380,054,582
|
|
May 22, 2017, through June 25, 2017
|
|
343,144
|
|
|
$
|
145.71
|
|
|
343,144
|
|
|
$
|
330,054,696
|
|
Total
|
|
659,598
|
|
|
$
|
151.61
|
|
|
659,598
|
|
|
|
|
(a)
|
Shares were repurchased pursuant to repurchase programs authorized by our Board of Directors. On August 16, 2016, we announced approval of a share repurchase program authorizing the repurchase of up to $375 million. The current program replaced a prior authorization effective as of August 11, 2016. On January 24, 2017, we announced an amendment to the current program to authorize up to an additional $400 million of additional repurchases under the current program. The current program is scheduled to expire on December 30, 2018. Shares repurchased under the current program 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:
|
July 26, 2017
|
BUFFALO WILD WINGS, INC.
|
|
|
|
|
|
|
|
By:
|
/s/ Sally J. Smith
|
|
|
|
Sally J. Smith, President and Chief Executive Officer
(on behalf of registrant)
|
|
|
|
|
|
|
By:
|
/s/ Alexander H. Ware
|
|
|
|
Alexander H. Ware, Executive Vice President and Chief
Financial Officer (principal financial and accounting 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
|
|
Form of Performance-Based Restricted Stock Unit Agreement under the 2012 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed April 7, 2017, file no. 000-24743).
|
|
|
|
10.2
|
|
Form of Restricted Stock Unit Award under the 2012 Equity Incentive Plan (Incorporated by reference to Exhibit 10.1 to our current report on Form 8-K filed June 9, 2017, file no. 000-24743).
|
|
|
|
10.3
|
|
Buffalo Wild Wings, Inc. 2017 Incentive Compensation Plan (Incorporated by reference to Appendix A to our Definitive Proxy Statement on Schedule 14A filed on April 21, 2017, 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 June 25, 2017 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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