Document


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
 
FORM 10-Q
 
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 25, 2017
 
Commission File No. 000-24743
 
 
BUFFALO WILD WINGS, INC.
(Exact name of registrant as specified in its charter)
                
 
 
Minnesota
No. 31-1455915
(State or Other Jurisdiction of
Incorporation or Organization)
(IRS Employer
Identification No.)
 
5500 Wayzata Boulevard, Suite 1600, Minneapolis, MN 55416
(Address of Principal Executive Offices, including zip code)
(952) 593-9943
(Registrant’s Telephone Number, Including Area Code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    YES  x    NO  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES  x   NO  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer          x      Accelerated filer              o    
Non-accelerated filer          o        Smaller reporting company      o      
Emerging growth company      o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     YES  o   NO  x   
The number of shares outstanding of the registrant’s common stock as of July 19, 2017: 15,500,482 shares.
 




TABLE OF CONTENTS
 
 
 
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

i




PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
 CONSOLIDATED BALANCE SHEETS
(Dollar amounts in thousands)
(unaudited)
 
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

 
See accompanying notes to consolidated financial statements.

1




BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF EARNINGS
(Amounts in thousands except per share data)
(unaudited)
 
 
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

 
 
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Dollar amounts in thousands)
(unaudited)
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

 
See accompanying notes to consolidated financial statements.

2




BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollar amounts in thousands)
(unaudited)
 
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

See accompanying notes to consolidated financial statements.

3




BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
FOR THE SIX MONTHS ENDED JUNE 25, 2017 AND JUNE 26, 2016
(Dollar amounts in thousands except share and per share data)
(unaudited)
(1)
Basis of Financial Statement Presentation
The consolidated financial statements as of June 25, 2017 and December 25, 2016, and for the three- and six-month periods ended June 25, 2017 and June 26, 2016 have been prepared by Buffalo Wild Wings, Inc. pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). The financial information as of June 25, 2017 and for the three- and six-month periods ended June 25, 2017 and June 26, 2016 is unaudited, but, in the opinion of management, reflects all adjustments and accruals necessary for a fair presentation of the financial position, results of operations, and cash flows for the interim periods.
References in the remainder of this document to “the Company,” “we,” “us” and “our” refer to the business of Buffalo Wild Wings, Inc. and its wholly and majority owned subsidiaries. We operate Buffalo Wild Wings® and R Taco® restaurants, as well as sell Buffalo Wild Wings and R Taco restaurant franchises. In exchange for initial and continuing franchise fees, we give franchisees the right to use the brand names. We operate as a single segment for reporting purposes.
At June 25, 2017 and June 26, 2016, we operated 635 and 609 company-owned restaurants, respectively, and had 624 and 596 franchised restaurants, respectively.
The financial information as of December 25, 2016 is derived from our audited consolidated financial statements and notes thereto for the fiscal year ended December 25, 2016, which are included in Part II, Item 8, of our Annual Report on Form 10-K for the fiscal year ended December 25, 2016, and should be read in conjunction with such financial statements.
The results of operations for the three- and six-month periods ended June 25, 2017 are not necessarily indicative of the results of operations that may be achieved for the entire year ending December 31, 2017.
(2)
Summary of Significant Accounting Policies
Our significant accounting policies are disclosed in Part II, Item 8, of our Annual Report on Form 10-K for the fiscal year ended December 25, 2016.
In 2017, we completed our implementation of a customer loyalty program, Blazin' Rewards®. The program allows members to earn points when they make purchases at our restaurants. We record the retail value of the points as a reduction of restaurant sales and establish a liability within deferred revenue as the points are earned. The revenue associated with the points is recognized upon the earlier of redemption or expiration of the points. Points generally expire after six months of inactivity.
There have been no other significant changes in our accounting policies since December 25, 2016.
Recently Issued Accounting Standards
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09 “Revenue with Contracts from Customers (Topic 606).” ASU 2014-09 supersedes the current revenue recognition guidance, including industry-specific guidance. The guidance introduces a five-step model to achieve its core principal of the entity recognizing revenue to depict the transfer of goods or services to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In March 2016, the FASB issued ASU 2016-04, “Liabilities - Extinguishments of Liabilities: Recognition of Breakage for Certain Prepaid Stored-Value Products.” ASU 2016-04 provides specific guidance for the derecognition of prepaid stored-value product liabilities. In March 2016, the FASB issued ASU 2016-08, “Revenue from Contracts with Customers: Principal versus Agent Considerations (Reporting Revenue Gross versus Net).” ASU 2016-08 provides specific guidance to determine whether an entity is providing a specified good or service itself or is arranging for the good or service to be provided by another party. In April 2016, the FASB issued ASU 2016-10, “Revenue from Contracts with Customers: Identifying Performance Obligations and Licensing.” ASU 2016-10 provides clarification on the subjects of identifying performance obligations and licensing implementation guidance.
The requirements for these standards relating to Topic 606 will be effective for interim and annual periods beginning after December 15, 2017. The Company expects to adopt these standards upon their effective date. We do not expect

4




the new revenue recognition standard to materially impact our recognition of restaurant sales from company-owned restaurants or our recognition of continuing royalty fees from franchisees.
We expect adoption of the new revenue recognition standard to materially impact our accounting for advertising fees charged to franchisees and other transactions involving our advertising and gift card funds. Upon the adoption of Topic 606, we expect to present advertising contributions received from franchisees as revenue and to record all expenses of the national advertising fund as incurred and therefore expect that this will increase revenues and expenses on our consolidated statements of earnings. We currently record contributions to the national advertising fund related to company-owned restaurants as expenses when contributed.
We also expect the adoption of Topic 606 to impact our accounting for initial franchise fees. Currently, we recognize revenue from initial franchise fees upon the opening of a franchised restaurant when we have performed all of our material obligations and initial services. Upon the adoption of Topic 606, we expect to recognize the revenue related to initial franchise fees over the term of the related franchise agreement.
We are in the process of implementing this standard as we have drafted certain accounting policies. We will be finalizing accounting policies, selecting our transition method, quantifying the impact of adopting this standard, and designing internal controls during the fiscal year ended December 31, 2017. We are currently unable to estimate the impact on our consolidated financial statements.
In February 2016, the FASB issued ASU 2016-02, “Leases.” ASU 2016-02 requires for lease arrangements spanning more than 12 months, an entity to recognize an asset and liability. The updated guidance is effective for interim and annual periods beginning after December 15, 2018, and early adoption is permitted. We believe the adoption of ASU 2016-02 will materially impact our consolidated financial statements by significantly increasing our non-current assets and non-current liabilities on our consolidated balance sheets in order to record the right of use assets and related lease liabilities for our existing operating leases. Operating leases comprise the majority of our current lease portfolio. In regards to implementation, we are currently reviewing the accounting standard. We are currently unable to estimate the impact on our consolidated financial statements.
In May 2017, the FASB issued ASU 2017-09, “Compensation - Stock Compensation: Scope of Modification Accounting.” ASU 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting. The updated guidance is effective for interim and annual periods beginning after December 15, 2017, and early adoption is permitted. We do not believe the updated requirements will materially impact our consolidated financial statements.
We reviewed all other recently issued accounting pronouncements and concluded they are not applicable or not expected to be material to our financial statements.
(3)
Fair Value Measurements
The framework for measuring fair value provides a fair value hierarchy that prioritizes the inputs to the valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy under Accounting Standards Codification 820 are described as follows:
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

If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability.

Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
    

5




The asset or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques maximize the use of relevant observable inputs and minimize the use of unobservable inputs.
The following table summarizes the financial instruments measured at fair value on a recurring basis in our consolidated balance sheet as of June 25, 2017:
 
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

The following table summarizes the financial instruments measured at fair value on a recurring basis in our consolidated balance sheet as of December 25, 2016:
 
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

Our deferred compensation assets and liabilities were composed of investments held for future needs of our non-qualified deferred compensation plan and are reported at fair market value, using the “market approach” valuation method. The “market approach” valuation method uses prices and other relevant information observable in market transactions involving identical assets and is a Level 1 approach. Our contingent consideration assets represented amounts due related to a fiscal year 2015 acquisition. These assets were initially valued using a Level 3 approach that utilized an option pricing model and the projected future performance of certain restaurants we acquired, and the valuation was updated for the actual performance of the restaurants. Estimates of fair value are inherently uncertain and represent only management's reasonable expectation regarding future developments. These estimates and the judgments and assumptions upon which the estimates are based will, in all likelihood, differ in some respects from actual future results.
The following table summarizes the activity within Level 3 instruments:
 
Three months ended
 
Six months ended
 
June 25,
2017
 
June 26, 2016
 
June 25,
2017
 
June 26,
2016
Beginning balance
$
1,970

 
(445
)
 
2,140

 
(1,551
)
Mark to market adjustment
(189
)
 

 
(359
)
 
1,106

Transfers out of Level 3 (a)
(1,781
)
 

 
(1,781
)
 

Ending balance
$

 
(445
)
 

 
(445
)
(a)  The Company's policy is to recognize transfers in and out of Level 3 as of the date of the event or circumstances that caused the transfer.
Adjustments to the contingent consideration assets and liabilities are recognized in other expense (income) on the consolidated statements of earnings.
There were no significant transfers between the levels of the fair value hierarchy during either of the six-month periods ended June 25, 2017 or June 26, 2016.
Non-financial assets and liabilities that are measured at fair value on a non-recurring basis
For purposes of our impairment analysis, we generally estimate long-lived asset fair values, including property, plant and equipment and leasehold improvements, using the income approach. The inputs used to determine fair value relate primarily to future assumptions regarding restaurant sales and profitability and our discount rate assumption. These inputs are categorized as Level 3 inputs. The inputs used represent management’s assumptions about what information

6




market participants would use in pricing the assets and are based upon the best information available at the balance sheet date.

During the three months ended June 25, 2017 and June 26, 2016, we recorded impairment charges of $1,676 and $0, respectively, for our underperforming restaurants in the loss on asset disposals and impairment line item on our consolidated statements of earnings. During the six months ended June 25, 2017 and June 26, 2016, we recorded impairment charges of $2,871 and $0, respectively.
(4)
Property and Equipment
Property and equipment consisted of the following:
 
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

As of June 25, 2017 and December 25, 2016, we recorded assets under capital leases of $23,701 and $22,074, respectively and related accumulated amortization of $4,653 and $3,422, respectively. Amortization expense under capital leases is included within depreciation and amortization on the Consolidated Statements of Earnings.
Depreciation expense for the three-month periods ending June 25, 2017 and June 26, 2016 was $32,871 and $31,841, respectively. Depreciation expense for the six-month periods ending June 25, 2017 and June 26, 2016 was $66,436 and $66,393, respectively.
(5)
Reacquired Franchise Rights
Reacquired franchise rights consisted of the following:
 
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

Amortization expense is primarily related to amortization of reacquired franchise rights, and also includes amortization of capital lease assets and software licenses. Amortization expense for the three-month periods ended June 25, 2017 and June 26, 2016 was $5,232 and $6,112, respectively. Amortization expense for the six-month periods ended June 25, 2017 and June 26, 2016 was $10,544 and $9,109, respectively.










7




(6)
Long-Term Debt and Capital Lease Obligations
Our long-term debt and capital lease obligations consisted of the following:
 
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

On October 6, 2016, we terminated our then-existing revolving credit facility and entered into a new credit agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association and other lenders. The Credit Agreement provides the Company with a committed $700,000 unsecured revolving credit facility, which expires on October 6, 2021. The revolving credit facility includes a letter of credit subfacility of $40,000 and a swingline loan of $20,000. Amounts borrowed on the revolving credit facility bear interest at either a base rate as set forth in the Credit Agreement plus an applicable margin ranging between 0.00% and 0.75%, or a LIBOR rate plus an applicable margin ranging between 1.00% and 1.75%, at the Company's option. The applicable margins are based on our consolidated total leverage ratio. We also pay a commitment fee ranging from 0.125% to 0.250% on the average unused portion of the facility at a rate per annum based on our consolidated total leverage ratio. As defined in our Credit Agreement, our consolidated total leverage ratio is calculated, as of any date of determination, as our consolidated funded indebtedness on such date to Consolidated EBITDA for the period of four consecutive fiscal quarters ending on or immediately prior to such date. Consolidated funded indebtedness is defined as sum of all interest-bearing indebtedness of the Company. As of June 25, 2017, our consolidated total leverage ratio was 1.57.
The Credit Agreement also contains covenants that require us to maintain certain financial ratios, including consolidated coverage and consolidated total leverage. The Credit Agreement also contains other customary affirmative and negative covenants. As of June 25, 2017, we were in compliance with all of these covenants.
(7)
Stockholders' Equity
During the six-month period ended June 25, 2017, we repurchased 2,022,488 shares of our common stock at an aggregate purchase price of $312,249. The repurchased shares were concurrently retired and credited to authorized but unissued stock as we are able to reissue these shares. The repurchase of these shares and other activity resulted in a decrease in common stock of $13,371 and a decrease in retained earnings of $298,878.
The shareholders of the Company approved the Company’s 2017 Incentive Compensation Plan (the “2017 Plan”) on June 2, 2017 (the “Approval Date”). The Company’s authority to grant new awards under the 2012 Equity Incentive Plan ( the “2012 Plan”) terminated upon shareholder approval of the 2017 Plan on the Approval Date.
The number of shares of our common stock that may be the subject of awards and issued under the 2017 Plan was initially 2,250,000, less the number of shares granted under the 2012 Plan after December 25, 2016 and before the Approval Date. Shares subject to awards outstanding under the 2012 Plan or the 2003 Equtiy Incentive Plan, as amended, that expire, are forfeited, or settled in cash on or after December 26, 2016, will become available for grant under the 2017 Plan. The Plan had 1,864,993 shares available for grant as of June 25, 2017.
Stock Options
The exercise price for stock options issued under the Plan is to be not less than the fair market value on the date of grant with respect to incentive and nonqualified stock options. Incentive stock options vest in 4 equal annual installments from the date of grant and have a contractual life of seven years. Nonqualified stock options issued pursuant to the Plan have a four-year vesting period, which vest in ratable annual installments, and have a contractual life of seven years. Incentive stock options may be granted under this plan until March 12, 2022. We issue new shares of common stock upon the exercise of stock options. Option activity for the six months ended June 25, 2017 is summarized as follows:

8




 
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

The aggregate intrinsic value in the table above is before applicable income taxes, based on our closing stock price of $127.35 as of the last business day of the six-month period ended June 25, 2017, which would have been received by the optionees had all options been exercised and sold on that date. As of June 25, 2017, total unrecognized stock-based compensation expense related to nonvested stock options was approximately $2,265, which is expected to be recognized over a weighted average period of approximately 2.7 years. During the six-month periods ended June 25, 2017 and June 26, 2016, the total intrinsic value of stock options exercised was $714 and $563, respectively. During the six-month periods ended June 25, 2017 and June 26, 2016, the weighted average grant date fair value of options was $45.90 and $47.67, respectively. No options vested during either of the six-month periods ended June 25, 2017 or June 26, 2016.
Restricted Stock Units
Restricted stock units are granted annually under the Plan at the discretion of the Compensation Committee of our Board of Directors.
We grant restricted stock units subject to service conditions (“time-based”) as well as units subject to both service and performance conditions (“performance-based”). Our performance-based restricted stock units are granted subject to a three-year cliff vesting and cumulative three-year financial targets. Our time-based restricted stock units are generally granted subject to a two-year graded vesting schedule. The number of performance-based restricted stock units that vest at the end of the three-year period is based on actual performance against the targets. These restricted stock units are subject to forfeiture if they have not vested at the end of the three-year period. Stock-based compensation is recognized for the number of units expected to vest at the end of the period and is expensed beginning on the grant date through the end of the performance period. For each performance-based grant, restricted stock units meeting the performance criteria will vest as of the end of the third fiscal year in the performance period, subject to a Plan-specified maximum number of shares that may be issued to any individual in any year in settlement of restricted stock units.
The distribution of vested restricted stock units as common stock typically occurs in March of the following year. The common stock is issued to participants net of the number of shares required for employee withholding taxes, which can be withheld between the relevant jurisdiction's minimum and maximum statutory rates. We issue new shares of common stock upon the disbursement of restricted stock units. Restricted stock units are contingently issuable shares, and the activity for the six months ended June 25, 2017 was as follows:
 
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

As of June 25, 2017, the total stock-based compensation expense related to nonvested awards not yet recognized was $12,008, which is expected to be recognized over a weighted average period of 2.0 years. The weighted average grant date fair value of restricted stock units granted during the six-month periods ended June 25, 2017 and June 26, 2016 was $154.03 and $146.95, respectively. No shares of restricted stock vested during the six-month periods ended June 25, 2017 and June 26, 2016. During the six-month periods ended June 25, 2017 and June 26, 2016, we recognized $1,742 and $1,079, respectively, of stock-based compensation expense related to restricted stock units.

9




Employee Stock Purchase Plan
We have reserved 600,000 shares of common stock for issuance under our Employee Stock Purchase Plan (ESPP). The ESPP is available to substantially all employees subject to employment eligibility requirements. Participants may purchase our common stock at 85% of the beginning or ending closing price, whichever is lower, for each six-month period ending in May and November. During the six-month periods ended June 25, 2017, and June 26, 2016, we issued 9,942 and 12,857 shares of common stock, respectively, under the ESPP. As of June 25, 2017, we had 151,197 shares available for future issuance under the ESPP.
(8)
Earnings Per Common Share
The following is a reconciliation of basic and fully diluted earnings per common share for the three- and six-month periods ended June 25, 2017 and June 26, 2016:
 
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

The following is a summary of those securities outstanding at the end of the respective periods, which have been excluded from the fully diluted calculations because the effect on net earnings per common share would have been anti-dilutive or were performance-based restricted stock units for which the performance criteria had not yet been met:

10




 
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
On June 2, 2015, two of our former employees (the “plaintiffs”) filed a collective action under the Fair Labor Standards Act (“FLSA”) and putative class action under New York state law against us in the United States District Court for the Western District of New York. The claim alleges that we have a policy or procedure requiring employees who receive compensation in part through tip credits to perform work that is ineligible for tip credit compensation at a tip credit rate in violation of the FLSA and New York state law. On September 27, 2016, the plaintiffs amended their complaint to include putative class action claims under the laws of seven additional states: Arizona, Colorado, Florida, Illinois, Iowa, Pennsylvania and Wisconsin. We intend to vigorously defend this lawsuit. We believe there is a reasonable possibility of loss related to these claims; however, given the early stage of the case, we are currently unable to determine the potential range of exposure, if any.
In addition to the litigation described above, we are involved in various other legal matters arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these other matters will not have a material adverse effect on our consolidated financial position, results of operations, or cash flows.
(11)
Sale of investment in affiliate
On May 22, 2017, we sold our investment in an affiliate, Pie Squared Holdings, and recorded a gain of $5,692 before income taxes. This gain is included in other expense (income) on our consolidated statement of earnings.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included in Item 1 of Part 1 of this Quarterly Report and the audited consolidated financial statements and related notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in our Annual Report on Form 10-K for the fiscal year ended December 25, 2016. This discussion and analysis contains certain statements that are not historical facts, including, among others, those relating to our anticipated financial performance for 2017, cash requirements, and our expected store openings and preopening costs. Such statements are forward-looking and speak only as of the date on which they are made. Actual results are subject to various risks and uncertainties including, but not limited to, those discussed in this Management's Discussion and Analysis of Financial Condition and Results of Operations as well as in Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended December 25, 2016.



11




Critical Accounting Estimates
Our most critical accounting estimates, which are those that require significant judgment, include: valuation of long-lived assets, goodwill, business combinations, self-insurance liability, stock-based compensation and lessee involvement in construction. A description of these can be found in our Annual Report on Form 10-K for the fiscal year ended December 25, 2016. There have been no changes to those policies during the six-month period ended June 25, 2017.
We are currently monitoring several restaurants in regards to the valuation of long-lived assets. Based on our current estimates of the future operating results of these restaurants, we believe that the assets at these restaurants are not impaired. As we periodically refine our estimated future operating results, changes in our estimates and assumptions may cause us to realize impairment charges in the future.
Overview
As of June 25, 2017, we owned and operated 635 company-owned restaurants, including 626 Buffalo Wild Wings® and 9 R Taco® restaurants in the United States and Canada. We also franchised an additional 624 restaurants, including 611 Buffalo Wild Wings restaurants and 13 R Taco restaurants. We are building for long-term future earnings growth by investing in Buffalo Wild Wings and R Taco in the United States, and international franchising.
In 2017, we expect to open approximately 15 company-owned Buffalo Wild Wings restaurants, and we expect our franchisees to open approximately 15 Buffalo Wild Wings restaurants in the United States and 20 Buffalo Wild Wings restaurants internationally. We expect to open 2 company-owned R Taco restaurants and 10 to 13 franchised R Taco restaurants.
Our growth and success depend on several factors and trends. First, we will continue to focus on trends in company-owned and franchised same-store sales as an indicator of the continued acceptance of our concept by consumers. We also review the overall trend in average weekly sales as an indicator of our ability to increase the sales volume and, therefore, restaurant-level profit per location. We remain committed to high-quality operations and guest experiences.
Our revenue is generated by:
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.
Second, we continue to monitor and react to changes in our cost of sales. The cost of sales is difficult to predict, as it has ranged from 28.9% to 32.1% of restaurant sales per quarter in our 2016 fiscal year and through the second quarter of 2017, mostly due to price fluctuations in traditional chicken wings. There is no established fixed price market for traditional chicken wings and therefore, we work to counteract the effect of the volatility of traditional chicken wing prices, which can significantly change our cost of sales and restaurant-level profit, with the introduction of new menu items, effective marketing promotions, focused efforts on food costs and waste, and menu price increases. We will continue to monitor the cost of traditional chicken wings, as it can significantly change our cost of sales and restaurant-level profit. The price we pay for traditional chicken wings is based on the average of the previous month’s wing market plus mark-up for processing and distribution.
A third factor is our success in developing restaurants. There are inherent risks in opening new restaurants, especially in new markets or countries, including the lack of experience, logistical support, and brand awareness. These factors may result in lower-than-anticipated sales and cash flow for restaurants in new markets, along with higher preopening costs. We believe our focus on new restaurant opening procedures, along with our expanding domestic and international presence, will help to mitigate the overall risk associated with opening restaurants.
We generate cash from the operation of company-owned restaurants and from franchise royalties and fees. We highlight the specific costs associated with the ongoing operation of our company-owned restaurants in the consolidated statements of earnings under “Restaurant operating costs.” Our depreciation and amortization expense consists primarily of depreciation related to assets used by our company-owned restaurants and amortization of reacquired franchise rights. Preopening costs are those costs associated with opening new company-owned restaurants and will vary quarterly based on the number of new locations opening and under construction. Loss on asset disposals and impairment expense is related to company-owned restaurants and includes the costs associated with normal asset retirements, asset impairment charges, and closures of locations. General and administrative expenses are related to home office and field support provided to both company-owned restaurant and franchising operations. Interest expense consists of interest costs on our revolving credit facility, capital lease obligations, and deemed landlord financing obligations. Other expense (income) generally consists of our loss (gain) on our minority investment in Pie Squared Holdings, changes in the valuation of our contingent consideration, and changes in the valuation of our investments held for our deferred compensation plan.

12




We operate on a 52- or 53-week fiscal year ending on the last Sunday in December. Fiscal year 2017 is a 53-week year. Both of the second quarters of 2017 and 2016 consisted of 13 weeks.
Quarterly Results of Operations
Our operating results for the periods indicated are expressed below as a percentage of total revenue, except for the components of restaurant operating costs, which are expressed as a percentage of restaurant sales. The information for each three- and six-month period is unaudited, and we have prepared it on the same basis as the audited financial statements. In the opinion of management, all necessary adjustments, consisting only of normal recurring adjustments, have been included to fairly present the unaudited quarterly results.
Quarterly and annual operating results may fluctuate significantly as a result of a variety of factors, including increases or decreases in same-store sales, changes in commodity prices, the timing and number of acquisitions and new restaurant openings and related expenses, asset impairment charges, store closing charges, general economic conditions, stock-based compensation, and seasonal fluctuations. As a result, our quarterly results of operations are not necessarily indicative of the results that may be achieved for any future period.
 
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

Use of non-GAAP and other performance measures
Information included in this discussion and analysis includes commentary on company-owned and franchised restaurant units, restaurant sales, same-store sales, and average weekly sales volumes. Management believes such sales information is an important measure of our performance, and is useful in assessing consumer acceptance of the Buffalo Wild Wings® concepts and the overall health of the concepts. Franchise restaurant information also provides an understanding of our revenues because franchise royalties and fees are based on the opening of franchised units and their sales. However, franchised restaurant sales and same-store sales information does not represent sales in accordance with U.S. Generally Accepted Accounting Principles (GAAP), should not be considered in isolation or as a substitute for other measures of performance prepared in accordance with GAAP and may not be comparable to financial information as defined or used by other companies.

13




Restaurant-level profit and restaurant-level margin are neither required by, nor presented in accordance with, GAAP and are non-GAAP financial measures. Restaurant-level profit is defined as restaurant sales less restaurant operating costs (cost of sales, labor, operating, and occupancy expense). Restaurant-level margin is defined as restaurant-level profit as a percentage of restaurant sales. Restaurant-level profit and restaurant-level margin have limitations as analytical tools, and should not be evaluated in isolation or as substitutes for analysis of results as reported under GAAP. Management believes the restaurant-level profit and restaurant-level margin are important tools for investors because they are widely-used metrics within the restaurant industry to evaluate restaurant-level productivity, efficiency and performance. Management uses restaurant-level profit and restaurant-level margin as key performance indicators to evaluate the profitability of company-owned restaurants.
The number of company-owned and franchised restaurants open were as follows:
 
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
The restaurant sales for company-owned, franchised restaurants, and total system-wide sales were as follows (amounts in thousands):
 
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








14




Decreases in comparable same-store sales for Buffalo Wild Wings restaurants in the United States and Canada were as follows (based on restaurants operating at least fifteen months):
 
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
)
The average prices paid per pound for chicken wings for company-owned Buffalo Wild Wings restaurants were as follows:
 
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

Restaurant-level profit and restaurant-level margin, including a reconciliation of restaurant sales to restaurant-level profit and restaurant-level margin, were as follows (amounts in thousands):
 
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
%
The average weekly sales volumes at Buffalo Wild Wings restaurants in the United States and Canada were as follows:
 
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

Results of Operations for the Three Months Ended June 25, 2017 and June 26, 2016
Restaurant sales increased by $9.1 million, or 1.9%, to $475.7 million in 2017 from $466.6 million in 2016. The increase in restaurant sales was due to a $15.0 million increase associated with seven company-owned restaurants that opened in 2017 and the company-owned restaurants that opened or were acquired before 2017 that did not meet the criteria for same-store sales for all or part of the three-month period, partially offset by a $5.9 million decrease related to a 1.2% decrease in same-store sales at company-owned Buffalo Wild Wings restaurants.
Franchise royalties and fees increased by $0.7 million, or 3.1%, to $24.3 million in 2017 from $23.6 million in 2016. The increase was due to 18 franchised restaurants that opened in 2017 and the franchised restaurants that opened before 2017 that did not meet the criteria for same-stores sales for all or part of the three-month period, partially offset by a 2.1% decrease in same-store sales for the franchised Buffalo Wild Wings restaurants in operation at the end of the period compared to the same period in 2016.
Cost of sales increased by $14.2 million, or 10.3%, to $152.7 million in 2017 from $138.5 million in 2016 and cost of sales as a percentage of restaurant sales increased to 32.1% in 2017 from 29.7% in 2016. The increases were primarily due to higher chicken wing prices compounded by a change in sales mix largely driven by promotional activity compared to the second quarter of 2016. During the second quarter of 2017, the average cost per pound for traditional chicken wings was $2.05, a 5.7% increase over the same period in 2016. This is a historic high for wings prices at this time of year.
Labor expenses increased by $4.9 million, or 3.3%, to $154.3 million in 2017 from $149.4 million in 2016, due primarily to the 26 additional company-owned restaurants compared to the same period in 2016. Labor expenses as a percentage of restaurant sales increased to 32.4% in 2017 from 32.0% in 2016. Cost of labor as a percentage of restaurant sales increased primarily due to higher health care costs and increased salaries and bonuses. These increases were partially offset by a decrease in hourly

15




wages as a percentage of sales due to the elimination of the Guest Experience Captain as well as decreases in payroll tax and workers' compensation expense.
Operating expenses increased by $6.4 million, or 9.5%, to $74.6 million in 2017 from $68.2 million in 2016 and operating expenses as a percentage of restaurant sales increased to 15.7% in 2017 from 14.6% in 2016. The increase in operating expenses and the increase as a percentage of restaurant sales were primarily due to increases in general liability claims, repair and maintenance expenses, and delivery fees.
Occupancy expenses increased by $0.9 million, or 3.4%, to $28.1 million in 2017 from $27.2 million in 2016, due primarily to the 26 additional company-owned restaurants compared to the same period in 2016. Occupancy expenses as a percentage of restaurant sales increased to 5.9% in 2017 from 5.8% in 2016 primarily due to deleveraging on the lower average weekly sales.
Depreciation and amortization increased by $0.2 million, or 0.4%, to $38.1 million in 2017 from $38.0 million in 2016. The increase was primarily due to the additional depreciation related to the 26 additional company-owned restaurants compared to the same period in 2016, mostly offset by decreased depreciation due to disposals, impairments, and certain assets becoming fully depreciated. Depreciation and amortization as a percentage of total revenue decreased to 7.6% in 2017 from 7.7% in 2016.
General and administrative expenses increased by $9.3 million, or 31.3%, to $39.2 million in 2017 from $29.8 million in 2016 primarily due to higher professional fees for our proxy campaign, increased stock compensation expenses as our second quarter of 2016 included a reversal of previously recognized expense, and one-time severance costs related to our field realignment. Stock-based compensation totaled $3.4 million in the second quarter and $0.7 million in the prior year. General and administrative expenses as a percentage of total revenue increased to 7.8% in 2017 from 6.1% in 2016, primarily due to the higher professional fees.
Preopening costs decreased by $0.9 million to $0.9 million in 2017 from $1.8 million in 2016. In 2017, we incurred costs of $0.5 million for three new company-owned restaurants opened in the second quarter of 2017 and $0.3 million for restaurants that will open in the third quarter of 2017 or later. In 2016, we incurred costs of $0.9 million for six new company-owned restaurants opened in the second quarter of 2016 and costs of $1.0 million for restaurants that opened in the third quarter of 2016 or later. Preopening costs per new company-owned Buffalo Wild Wings restaurant averaged $190,000 and $252,000, in the second quarters of 2017 and 2016, respectively.
Loss on asset disposals and impairment increased by $0.8 million to $2.6 million in 2017 from $1.9 million in 2016. The expense in 2017 represented impairment of two restaurants totaling $1.7 million and the write-off of miscellaneous equipment. The expense in 2016 represented disposals due to remodels, and the write-off of miscellaneous equipment.
Interest expense increased to $3.3 million in 2017 from $0.8 million in 2016. The increase was primarily due to increased borrowings under our revolving credit facility. 
Other income of $5.9 million in 2017 consisted primarily of a gain on the sale of our minority investment in Pie Squared Holdings of $5.7 million. Other expense in 2016 consisted primarily of a loss on our minority investment in Pie Squared Holdings of $1.1 million.
Provision for income taxes decreased $6.7 million to $3.3 million in 2017 from $10.0 million in 2016. The effective tax rate decreased to 27.9% in 2017 from 29.9% in 2016 primarily due to employment credits in proportion to lower income. We estimate our annual effective tax rate in 2017 will be about 29% based on federal and state tax rates and credits currently in effect.
Results of Operations for the Six Months Ended June 25, 2017 and June 26, 2016
Restaurant sales increased by $34.4 million, or 3.6%, to $984.9 million in 2017 from $950.5 million in 2016. The increase in restaurant sales was due to a $38.0 million increase associated with seven new company-owned restaurants that opened or were acquired in 2017 and the company-owned restaurants that opened or were acquired before 2017 that did not meet the criteria for same-store sales for all or part of the six-month period, partially offset by a $3.6 million decrease related to a 0.3% decrease in same-store sales.
Franchise royalties and fees increased by $1.9 million, or 4.0%, to $49.9 million in 2017 from $47.9 million in 2016. The increase was due to 18 franchised restaurants that opened in 2017 and the franchised restaurants that opened before 2017 that did not meet the criteria for same-stores sales for all or part of the three-month period, partially offset by a 0.7% decrease in same-store sales for the franchised Buffalo Wild Wings restaurants in operation at the end of the period compared to the same period in 2016.
Cost of sales increased by $30.4 million, or 10.8%, to $312.7 million in 2017 from $282.3 million in 2016 and cost of sales as a percentage of restaurant sales increased to 31.8% in 2017 from 29.7% in 2016. The increases were primarily due to higher chicken wing prices compounded by a change in sales mix largely driven by promotional activity compared to 2016. During the

16




first six months of 2017, the average cost per pound for traditional wings was $2.05, a 5.1% increase over the same period in 2016.
Labor expenses increased by $16.9 million, or 5.6%, to $315.4 million in 2017 from $298.5 million in 2016 due primarily to more restaurants being operated in 2017. Labor expenses as a percentage of restaurant sales increased to 32.0% in 2017 from 31.4% in 2016. Cost of labor as a percentage of restaurant sales increased primarily due to deleveraging salaries expenses on lower same-store sales and increased health care costs due to higher enrollment.
Operating expenses increased by $14.3 million, or 10.4%, to $152.2 million in 2017 from $137.9 million in 2016 due primarily to more restaurants being operated in 2017. Operating expenses as a percentage of restaurant sales increased to 15.5% in 2017 from 14.5% in 2016, primarily due to increases in general liability claims and repair and maintenance expenses.
Occupancy expenses increased by $2.7 million, or 4.9%, to $56.6 million in 2017 from $53.9 million in 2016 due primarily to more restaurants being operated in 2017. Occupancy expenses as a percentage of restaurant sales remained consistent at 5.7% in 2017 and 2016.
Depreciation and amortization increased by $1.5 million, or 2.0%, to $77.0 million in 2017 from $75.5 million in 2016. The increase was primarily due to increased amortization of software assets. Depreciation expense related to the 26 additional company-owned restaurants compared to the same period in 2016 was mostly offset by decreased depreciation due to disposals, impairments, and certain assets becoming fully depreciated. Depreciation and amortization as a percentage of total revenue decreased to 7.4% in 2017 from 7.6% in 2016.
General and administrative expenses increased by $10.4 million, or 16.9%, to $71.9 million in 2017 from $61.5 million in 2016 and increased as a percentage of total revenue to 6.9% in 2017 from 6.2% in 2016, primarily due to higher professional fees for our proxy campaign and compensation costs.
Preopening costs decreased by $2.2 million to $1.5 million in 2017 from $3.7 million in 2016. In 2017, we incurred costs of $1.1 million for 7 new company-owned restaurants opened in the first six months of 2017 and costs of $0.3 million for restaurants that will open in the third quarter of 2017 or later. In 2016, we incurred costs of $2.6 million for 13 new company-owned restaurants opened in the first six months of 2016 and costs of $1.1 million for restaurants that opened in the third quarter of 2016 or later. Preopening costs per new company-owned Buffalo Wild Wings restaurant averaged $228,000 and $275,000 in 2017 and 2016, respectively.
Loss on asset disposals and impairment increased by $1.3 million to $4.4 million in 2017 from $3.1 million in 2016. The expense in 2017 represented impairments of three restaurants totaling $2.9 million and the write-off of miscellaneous equipment. The expense in 2016 represented disposals due to remodels and the write-off of miscellaneous equipment.
Interest expense increased to $5.7 million in 2017 from $1.7 million in 2016. The increase was primarily due to increased borrowings under our revolving credit facility.
Other income of $4.8 million in 2017 consisted primarily of a gain on the sale of our minority investment in Pie Squared Holdings of $5.7 million, partially offset by losses on our minority investment in Pie Squared Holdings of $1.5 million and income from investments held for our deferred compensation plan. Other expense in 2016 consisted primarily of a loss on our minority investment in Pie Squared Holdings of $1.2 million, partially offset by a gain related to an increase in valuation of our contingent consideration of $1.1 million.
Provision for income taxes decreased $11.8 million to $12.2 million in 2017 from $24.0 million in 2016. The effective tax rate decreased to 28.9% in 2017 from 29.9% in 2016 primarily due to employment credits in proportion to lower income.
Liquidity and Capital Resources
Our primary liquidity and capital requirements have been for constructing, remodeling and maintaining our new and existing company-owned restaurants; working capital; acquisitions; improving technology; and other general business needs. We fund most of these expenses with cash from operations. Depending on the size of the transaction, acquisitions of businesses, investments in affiliates, and share repurchases would generally be funded from cash or additional borrowings under our revolving credit facility. Our cash balance at June 25, 2017 was $19.9 million, with an additional $310 million of liquidity remaining available under our revolving credit facility.
For the six months ended June 25, 2017, net cash provided by operating activities was $98.8 million. Net cash provided by operating activities consisted primarily of net earnings adjusted for non-cash items, and an increase in accounts receivable. The increase in accounts receivable was primarily due to the timing of credit card receipts.
For the six months ended June 26, 2016, net cash provided by operating activities was $149.4 million. Net cash provided by operating activities consisted primarily of net earnings adjusted for non-cash items and a decrease in income taxes receivable, partially offset by a decrease in accrued expenses. The decrease in income taxes receivable was primarily due to the receipt of

17




an expedited refund for a portion of the year-end receivable balance, and an increase in income taxes payable during the first six months of 2016 due to the timing of estimated tax payments. The decrease in accrued expenses was primarily due to the timing of bonus and payroll payments.
For the six months ended June 25, 2017 and June 26, 2016, net cash used in investing activities was $26.4 million and $74.5 million, respectively. Investing activities included purchases of property and equipment related to the additional company-owned restaurants and restaurants under construction in both periods as well as the acquisition of one franchised restaurant in 2016. During the first six months of 2017 and 2016, we opened or acquired 7 and 14 restaurants, respectively. Investing activities in 2017 also included proceeds from the sale of our minority investment in Pie Squared Holdings of $8.1 million. In 2017, we expect capital expenditures of approximately $100 million for the cost of new or relocated company-owned restaurants, technology improvements for our restaurant and corporate systems, and for capital expenditures at our existing restaurants.
For the six months ended June 25, 2017 and June 26, 2016, net cash used in financing activities was $101.7 million and $72.4 million, respectively. Net cash used in financing activities for 2017 primarily consisted of repurchases of our common stock of $312.2 million, repayments of our line of credit of $110.0 million, and net repayments to our national advertising and gift card funds of $6.5 million, partially offset by proceeds from our line of credit of $330.0 million. Net cash used in financing activities for 2016 was primarily due to repayments of our line of credit of $263.3 million and repurchases of our common stock of $100.0 million, partially offset by proceeds from our line of credit of $286.9 million and short-term borrowings from our national advertising and gift card funds of $12.3 million. Additional cash used in 2016 in financing activities was due to tax payments for restricted stock units of $9.2 million, partially offset by proceeds from the issuance of common stock of $2.0 million. No additional funding from the issuance of common stock (other than from the exercise of options and purchase of stock under the employee stock purchase plan) is anticipated for the remainder of 2017.
Our liquidity is impacted by minimum cash payment commitments resulting from lease obligations for our restaurants and our corporate office. The majority of our existing leases are for 10 to 15-year terms and generally include options to extend the terms. Some restaurant leases provide for contingent rental payments based on sales thresholds, which are excluded from the summary of contractual obligations and commitments below.
The following table presents a summary of our contractual obligations and commitments as of June 25, 2017:
 
 
 
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

We believe the cash flows from our operating activities will be sufficient to fund our operations and building commitments and meet our obligations for the foreseeable future. Our future cash outflows related to income tax uncertainties amounted to $1,995 as of June 25, 2017. These amounts are excluded from the contractual obligations table due to the high degree of uncertainty regarding the timing of these liabilities.
Off-Balance Sheet Arrangements
As of June 25, 2017, we had no off-balance sheet arrangements or transactions.
Risk Factors/Forward-Looking Statements
The foregoing discussion and other statements in this report contain various “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (“the Exchange Act”). Forward-looking statements are based on current expectations or beliefs concerning future events. Such statements can be identified by the use of terminology such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “could,” “possible,” “plan,” “project,” “will,” “forecast” and similar words or expressions. Our forward-looking statements generally relate to our growth strategy, financial results, sales efforts, franchise expectations, restaurant openings and related

18




expense, and cash requirements. Although we believe there is reasonable basis for the forward-looking statements, our actual results could be materially different. While it is not possible to foresee all of the factors that may cause actual results to differ from our forward-looking statements, such factors include, among others, the risk factors that follow (all of which are discussed in greater detail in Item 1A of Part I of our Annual Report on Form 10-K for the fiscal year ended December 25, 2016). Investors are cautioned that all forward-looking statements involve risks and uncertainties and speak only as of the date on which they are made, and we do not undertake any obligation to update any forward-looking statement.
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.

19




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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk related to our investment securities, which are held to generate returns that seek to offset changes in liabilities related to the equity market risk of our deferred compensation arrangements.
Interest Rates
We are exposed to interest rate risk on the outstanding borrowings on our revolving credit facility. As of June 25, 2017, we had an outstanding balance of $390 million under the facility. Amounts borrowed on the revolving credit facility bear interest at either a base rate as set forth in the Credit Agreement plus an applicable margin ranging between 0.00% and 0.75%, or a LIBOR rate plus an applicable margin ranging between 1.00% and 1.75%, at the Company's option. The applicable margins are based on our consolidated total leverage ratio. Based on the amounts outstanding during the six months ended June 25, 2017, an 18 basis point increase, which is equivalent to a 10% increase, in the interest rate under the revolving credit facility, would result in approximately $0.4 million of additional annual interest expense.
Inflation
The primary inflationary factors affecting our operations are food, labor, restaurant operating and building costs. Substantial increases in these costs could impact operating results to the extent that such increases cannot be passed along through higher menu prices. A large number of our restaurant personnel are paid at rates based on the applicable federal and state minimum wages, and increases in the minimum wage rates and tip-credit wage rates could directly affect our labor costs. We typically lease our restaurant facilities under “triple net” leases that require us to pay real estate taxes, common area maintenance, insurance and other operating costs, which are generally subject to inflationary increases.
Commodity Price Risk
Many of the food products purchased by us are affected by weather, production, availability, and other factors outside our control. We believe that almost all of our food and supplies are available from several sources, which helps to control food product and supply risks. We negotiate directly with independent suppliers for our supply of food and other products. Domestically, we have a distribution contract with McLane Company, Inc. that covers food, beverage, and packaging goods. We have minimum purchase requirements with some of our vendors, but the terms of the contracts and nature of the products are such that our purchase requirements do not create a market risk. A primary food product used by company-owned and franchised restaurants is traditional chicken wings, for which there is no established fixed price market. The price we pay for traditional chicken wings is based on the average of the previous month’s wing market plus mark-up for processing and distribution. If the monthly average wing price exceeds an upper threshold or falls below a lower threshold set in the contract, we split the impact with our suppliers, reducing our risk related to wing price fluctuations. We work to counteract the effect of the volatility of traditional chicken wing prices, which can significantly change our cost of sales and cash flow, with the introduction of new menu items, effective marketing promotions, focused efforts on food costs and waste, and menu price increases. We also explore purchasing strategies to reduce the severity of cost increases and fluctuations. Traditional chicken wings accounted for approximately 30.7% and 26.6%, of our cost of sales in the second quarters of 2017 and 2016, with a quarterly average price per pound of $2.05 and $1.94, respectively.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of June 25, 2017, management conducted an evaluation, with the participation of our Chief Executive Officer and our Chief Financial Officer, of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based on that evaluation, the Chief Executive Officer and Chief Financial Officer

20




concluded that our disclosure controls and procedures were effective as of the date of such evaluation to provide reasonable assurance that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
In addition to the legal proceedings described in Note 10 to the consolidated financial statements included in Item 1 of our Quarterly Report on Form 10-Q, we are occasionally a defendant in litigation arising in the ordinary course of our business, including claims arising from personal injuries, contract claims, wage and hour and other employment-related claims, franchise-related claims, dram shop claims, and claims from guests or employees alleging injury, illness or other food quality, health or operational concerns. To date, none of these types of litigation, many of which are typically covered by insurance, has had a material effect on us. We have insured and continue to insure against many of these types of claims. A judgment on any claim not covered by or in excess of our insurance coverage could adversely affect our financial condition or results of operations.
ITEM 2. ISSUER PURCHASES OF EQUITY SECURITIES
This table below provides information with respect to our purchases of shares of Buffalo Wild Wings common stock during the three months ended June 25, 2017:

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.
ITEM 6. EXHIBITS
See the Exhibit Index following the signature page of this report.

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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, thereunto duly authorized.
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)

22




EXHIBIT INDEX
BUFFALO WILD WINGS, INC.
FORM 10-Q FOR QUARTER ENDED JUNE 25, 2017
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.

23

Exhibit


EXHIBIT 31.1
 
 
CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT
 
I, Sally J. Smith, certify that:
 
1. I have reviewed this quarterly report on Form 10-Q of Buffalo Wild Wings, Inc.;
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)for the registrant and have:
 
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: July 26, 2017
 
 
By:
/s/ Sally J. Smith 
 
 
Sally J. Smith
 
 
Chief Executive Officer



Exhibit


EXHIBIT 31.2
 
CERTIFICATION
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT
 
I, Alexander H. Ware, certify that:
 
1. I have reviewed this quarterly report on Form 10-Q of Buffalo Wild Wings, Inc.;
 
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)for the registrant and have:
 
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: July 26, 2017
 
 
By:
/s/ Alexander H. Ware
 
 
Alexander H. Ware
 
 
Chief Financial Officer



Exhibit


EXHIBIT 32.1
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of Buffalo Wild Wings, Inc. (the “Company”) on Form 10-Q for the quarter ended June 25, 2017 as filed with the Securities and Exchange Commission (the “Report”), I, Sally J. Smith, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
 
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Dated: July 26, 2017
 
 
By:
/s/ Sally J. Smith 
 
 
Sally J. Smith
 
 
Chief Executive Officer



Exhibit


EXHIBIT 32.2
 
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of Buffalo Wild Wings, Inc. (the “Company”) on Form 10-Q for the quarter ended June 25, 2017 as filed with the Securities and Exchange Commission (the “Report”), I, Alexander H. Ware, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
 
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Dated: July 26, 2017
 
 
By:
/s/ Alexander H. Ware
 
 
Alexander H. Ware
 
 
Chief Financial Officer