UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the fiscal year ended December 27, 2015.
or
Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from to .
Commission File Number: 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)
Registrant’s telephone number (952) 593-9943
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Common Stock, no par value NASDAQ Global Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES NO
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
YES NO
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the 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 NO
Indicate by a checkmark 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 NO
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-
K or any amendment to this Form 10-K.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.
Large Accelerated Filer Accelerated Filer Non-Accelerated Filer Smaller Reporting Company
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act). YES
NO
The aggregate market value of the voting stock held by non-affiliates was $3.0 billion based on the closing sale price of the Company’s
Common Stock as reported on the NASDAQ Global Market on June 28, 2015.
The number of shares outstanding of the registrant’s common stock as of February 19, 2016: 18,828,772 shares.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the 2016 Annual Meeting of Shareholders are incorporated by reference into Part III of this report.
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Page
PART I
Item 1. Business
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2. Properties
Item 3. Legal Proceedings
Item 4. Mining Safety Disclosures
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Item 6. Selected Financial Data
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8. Consolidated Financial Statements and Supplementary Data
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9A. Controls and Procedures
Item 9B. Other Information
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accountant Fees and Services
PART IV
Item 15. Exhibits and Financial Statement Schedules
Signatures
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PART I
ITEM 1. BUSINESS
General
References in this annual report on Form 10-K to “Buffalo Wild Wings”, “BWW”, “company”, “we”, “us”, and “our”
refer to the business of Buffalo Wild Wings, Inc. and its wholly owned and majority owned subsidiaries. We operate Buffalo
Wild Wings
®
, R Taco™, and PizzaRev
®
restaurants, as well as sell Buffalo Wild Wings and R Taco restaurant franchises. In
exchange for the initial and continuing franchise fees received, we give franchisees the right to use the brand names. We
operate as a single segment for reporting purposes.
We maintain an Internet website address at www.buffalowildwings.com. We make available free of charge through our
website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to
those reports as soon as they are reasonably available after these materials are electronically filed with or furnished to the
Securities and Exchange Commission (“SEC”). These materials are also accessible on the SEC’s web site at www.sec.gov. The
public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE,
Washington, DC 20549. The public may obtain information from the Public Reference Room by calling the SEC at 1-800-
SEC-0330.
Buffalo Wild Wings
is an established and growing owner, operator, and franchisor of restaurants featuring a variety of
boldly-flavored, crave-able menu items including our Buffalo, New York-style chicken wings spun in any of our 16 signature
sauces or 5 signature seasonings. Buffalo Wild Wings restaurants create a welcoming neighborhood atmosphere that includes
an extensive multi-media system, a full bar and an open layout, which appeals to sports fans and families alike. We differentiate
our restaurants by the social environment we create and the connection we make with our Team Members, guests and the local
community. Our guests have the option of watching sporting events or other popular programs on our projection screens and
approximately 60 additional televisions, competing in Buzztime® Trivia or playing video games. The open layout of our
restaurants offers dining and bar areas that provide distinct seating choices for sports fans and families. Our flexible restaurants
allow our guests to customize their Buffalo Wild Wings experience to meet their time demands, service preferences or the
experience they are seeking of a workday lunch, a dine-in dinner, a take-out meal, an afternoon or evening enjoying a sporting
event or a late-night craving. Buffalo Wild Wings restaurants are the place people want to be, where any excuse to get together
is a good one.
Buffalo Wild Wings restaurants have widespread appeal and have won dozens of “Best Wings” and “Best Sports Bar”
awards across the country. Our made-to-order menu items are enhanced by the bold flavor profile of our 16 signature sauces
and 5 signature seasonings, ranging from Sweet BBQ
™
to Blazin’
®
. Our restaurants offer 20 to 30 domestic and imported beers
on tap, including craft brews, and a wide selection of bottled beers, wines, and liquor. Our award-winning food and memorable
experience drive guest visits and loyalty.
We have established the Buffalo Wild Wings brand through coordinated marketing and operational execution that
ensures brand recognition and quality and consistency throughout our concept. These efforts include marketing programs and
irreverent advertising to support both our company-owned and franchised restaurants. We also prominently feature our
trademark Buffalo insignias, yellow and black colors, sports memorabilia, dozens of televisions and projection screens, and
exterior trade dress at our restaurants and as branding for our company materials. Our concept is further strengthened by our
emphasis on operational excellence supported by operating guidelines and employee training in both company-owned and
franchised restaurants.
The Buffalo Wild Wings brand was founded in 1982 at a location near The Ohio State University. Our original name was
Buffalo Wild Wings & Weck
®
and we became more popularly known as bw-3®. In 1991, we began our franchising program. In
2003, we completed an initial public offering and became a publicly-held company. Today, we are popular throughout the
United States and Canada and widely recognized as Buffalo Wild Wings.
R Taco is a distinctive fast casual taco concept, inspired by fun and adventure. Our menu features a variety of tasty tacos
at an affordable price, in a lively and welcoming environment. Each taco is hand-made fresh and fast in our open kitchen, using
ingredients made from scratch. The result is authentic Mexican street-style tacos that are both traditional and inventive, each
with a unique flavor and personality. Warm chips, house-made salsas, craft beers and no-frills margaritas round out the
experience.
4
PizzaRev is a fast casual pizza concept that empowers guests to craft their own custom personal pizza, using fresh
ingredients and homemade pizza dough. Guests have the option of selecting their choice of crust, sauce and over 30 cheeses
and fresh ingredients.
Our Concept and Business Strategy
We aspire to be a growth enterprise of restaurant brands, with more than 3,000 restaurants creating the ultimate guest
experience worldwide. To escalate our strategy, we will:
• Continue to strengthen the Buffalo Wild Wings
®
brand domestically and internationally;
• Identify, invest in and develop emerging restaurant concepts beyond Buffalo Wild Wings;
• Continuously develop and deliver unique guest experiences;
• Offer crave-able menu items with broad appeal;
• Create an inviting neighborhood atmosphere;
• Focus on operational excellence;
• Open restaurants in new and existing domestic and international markets; and
• Increase same-store sales, average unit volumes, and profitability.
Buffalo Wild Wings Growth Strategy
We have established and continue to expand the necessary infrastructure and control systems to support our disciplined
growth strategy with our core concept, supporting approximately 1,700 restaurants in the United States and Canada. Our
current growth strategy is to continue to open both company-owned restaurants and franchised restaurants.
In most of our existing markets, we plan to continue to open new restaurants until a market is penetrated to a point that
enables us to gain operational, cost, and other efficiencies. We intend to grow our franchise system through the development of
new restaurants by existing and new franchisees. We may also grow our number of company-owned restaurants through the
acquisition of franchised restaurants.
Along with planned unit growth, we are focused on innovating our Guest Experience for existing and new restaurants.
This includes new technologies to make it easy for our guests to locate us, wait for a table, order from our menu and make their
payment. We are also enhancing our Guest Experience by developing digital entertainment experiences inside and outside our
restaurants to increase value and strengthen brand loyalty. As part of our focus on making our experience engaging we are
building an enhanced service model to ensure our guests gain the full experience of our Brand while they’re in our restaurants,
including the addition of Guest Experience Captains.
We will continue our international growth through development agreements with new and existing franchisees. As of
December 27, 2015, we had ten restaurants open in Mexico, two restaurants open in the Philippines, one restaurant opened in
Saudi Arabia and one restaurant opened in the United Arab Emirates. We had six signed franchise development agreements for
restaurants in the Middle East, Mexico, Philippines, Panama and India. We intend to open 400 restaurants internationally in the
next 10 to 12 years. A typical international franchise development agreement provides for payment of development fees and
franchise fees in addition to subsequent royalty fees based on the gross sales of each restaurant. We expect development
agreements for international locations to remain limited to organizations having significant experience as restaurant operators
and proven financial ability to support and develop multi-unit and multi-brand operations.
R Taco and PizzaRev Strategy
We will look beyond the growth of the Buffalo Wild Wings
®
brand by exploring investments in emerging restaurant
brands. We have a minority interest in Pie Squared Holdings, operator and franchisor of PizzaRev
®
, a California-based fast-
casual pizza restaurant. In addition to our minority investment, we also own and operate two PizzaRev restaurants in
Minnesota. We also have a majority interest in Rusty Taco, Inc., operator and franchisor of R Taco
™
, a Texas-based fast-casual
street-style taco restaurant with both company-owned and franchised locations. We continue to evaluate additional emerging
restaurant brands for possible investment.
5
The Buffalo Wild Wings
®
Menu
Our Buffalo Wild Wings restaurants feature a variety of menu items including our Buffalo, New York-style chicken
wings spun in one of our signature sauces from sweet to screamin’ hot: Sweet BBQ, Teriyaki, Bourbon Honey Mustard, Mild,
Parmesan Garlic, Medium, Honey BBQ, Spicy Garlic, Asian Zing
®
, Caribbean Jerk, Thai Curry
™
, Hot BBQ, Hot, Mango
Habanero
™
, Wild
®
and Blazin’
®
; or signature seasonings: Buffalo, Desert Heat
®
, Chipotle BBQ, Lemon Pepper and Salt &
Vinegar. Our chicken wings can be ordered by the portion, ranging from Snack-sized to Large, with even larger orders available
for parties. Our sauces and seasonings complement and distinguish our wings and other menu offerings to create a bold flavor
profile for our guests. In addition to traditional and boneless chicken wings, our menu features a wide variety of food items
including Sharables, specialty hamburgers and sandwiches, wraps, Buffalito
®
soft tacos, and salads. We also provide a 12 &
Under Menu for kids.
Our restaurants feature a full bar which offers an extensive selection of 20 to 30 domestic, imported, and craft beers on
tap as well as bottled beers, wine and liquor. In order to continually improve our menu, our research and development
department continuously tests and introduces new menu items. Our goal is to balance the established menu offerings that
appeal to our loyal guests with new menu items that increase guest frequency and attract new guests. In addition, our food
experience team created a “Sauce Lab” concept in 2014 that features one to two brand new sauces that are introduced during
our engagement zone promotions for a limited time only.
Buffalo Wild Wings Atmosphere and Layout
Our restaurants are sports grill and bars that provide a high-energy atmosphere where friends gather for camaraderie and
to celebrate competition, as well as allow our guests the flexibility to customize their dining experience. The inviting and
energetic environment of our restaurants is created using furnishings that can be easily rearranged to accommodate parties of
various sizes. Our restaurants also feature distinct dining and bar areas, and many of the restaurants have patio seating.
We strategically place approximately 60 high-definition flat-screen monitors and approximately 2 to 4 projection screens
throughout the restaurant to allow for easy viewing. These televisions, combined with our sound system, Buzztime
®
Trivia and
assorted video games, provide a source of entertainment for our guests and reinforce the energetic nature of our concept. We
tailor the content and volume of our video and audio programming to reflect our guests’ tastes. We believe the design of our
restaurants enhances our guests’ experiences, drives repeat visits and solidifies the broad appeal of our concept.
All of our menu items are made-to-order and are available for take-out, which approximated 15% of restaurant sales for
company-owned restaurants in 2015. Many of our restaurants have separate parking spots for our take-out guests.
Current Restaurant Locations
As of December 27, 2015, we owned and operated 596 company-owned restaurants, including 590 Buffalo Wild
Wings
®
, 4 R Taco
TM
, and 2 PizzaRev
®
restaurants in the United States and Canada. We also franchised an additional 579
restaurants, including 573 Buffalo Wild Wings restaurants and 6 R Taco restaurants. In 2016, we expect to open 45 to 50
company-owned Buffalo Wild Wings restaurants and we expect our franchisees will open 30 to 35 Buffalo Wild Wings
restaurants in the United States and 12 to 15 Buffalo Wild Wings restaurants internationally.
Our company-owned Buffalo Wild Wings restaurants range in size from 3,900 to 11,200 square feet, with a typical size
of approximately 6,200 square feet for restaurants that were opened or acquired in the last three years. We anticipate that future
restaurants will range in size from 4,000 square feet to 6,500 square feet with an average cash investment per restaurant of
approximately $2.3 million, excluding preopening expenses of approximately $271,000. From time to time, we expect that our
restaurants may be smaller or larger or cost more or less than our targeted range, depending on the particular circumstances of
the selected site, market, or country. Also, from time to time, we expect to purchase the building for certain restaurants, in
which case the cash investment would be significantly higher.
Our Buffalo Wild Wings restaurants are typically open on a daily basis from 11 a.m. to 2 a.m., although closing times
vary depending on the day of the week and applicable regulations governing the sale of alcoholic beverages. Our franchise
agreements require franchisees to operate their restaurants for a minimum of 12 hours a day.
6
Site Selection and Development
Our Buffalo Wild Wings
®
site selection process is integral to the successful execution of our growth strategy. We have
processes for identifying, analyzing and assigning undeveloped markets for both company-owned and franchise development.
Once a market is assigned, we use a trade area and site selection evaluation process to assist in identifying suitable trade areas
within that market and suitable sites within identified trade areas. Criteria examined to determine appropriate trade areas
include the presence of a casual dining corridor, projected growth within the trade area, the locations of key big box retailers,
key demographics and population density, drive time and trade area analysis and other quantitative and qualitative measures.
Once a suitable trade area is identified, we examine site-specific details including visibility, signage, access, ability to get trade
dress, and parking. We employ an opportunistic approach to real estate by developing end caps, freestanding units, and
conversions in both urban, suburban, exurban and standalone smaller markets with strong trade areas. Final approval by at least
two members of our Real Estate Committee is required for each company-owned site.
Marketing and Advertising
Since 1982, Buffalo Wild Wings
®
has created a unique brand experience with a loyal fan base, award-winning wings and
sauces, a variety of beers and an exciting social atmosphere. This unique experience, centered around sports, sets us apart from
our competition. Our marketing programs are designed to build awareness of our brand with sports fans, encouraging them to
visit and ultimately develop a personal connection to Buffalo Wild Wings. These programs are developed to drive first-time
guest sales, same-store sales and average check increase, and support strong restaurant openings.
Marketing Campaigns. Each marketing campaign has a theme that reflects guest lifestyles and behaviors. These
lifestyles and behaviors are the cornerstone for creating key brand touch-points within each campaign that include media,
promotions, partnerships, and food and beverage experiences that will encourage social interactions and bring each theme to
life. For example, we promote our NCAA sponsorship at Buffalo Wild Wings, which provided our guests with an opportunity
to participate in a Bracket Challenge, a tournament bracket game which allows our guests to pick the winners of all tournament
games. In addition, our local restaurant marketing efforts are designed to enhance community connections. Examples of this are
our Home Team Advantage and Eat Wings, Raise Funds programs that connect our restaurants to local sports teams and
community groups.
Advertising. Our media strategy builds continuity throughout the year while still supporting our peak periods. Our
primary media vehicles include national television in relevant programming to drive awareness and consideration, national and
local radio to drive consideration and trial and digital and search to drive all three.
Franchise Involvement. System-wide campaigns and promotions are developed and implemented with input from the
Marketing Subcommittee, a subset of the Buffalo Wild Wings Franchise Advisory Council (FAC). The FAC is a volunteer
group consisting of 12 franchisees, six of which are elected by their peers and six of which are jointly appointed by existing
FAC members and us. The FAC's Marketing Subcommittee is comprised of two franchisee members of the FAC and two to
four additional franchisee members that are asked to serve on the committee at our request. The Marketing Subcommittee
meets regularly to review marketing strategies, provide input on advertising messages and vendor co-op programs, and discuss
marketing objectives.
Operations
Our leadership team strives for operational excellence by recruiting, developing and supporting our highly qualified
management teams and Team Members while implementing operational standards and best practices within our Buffalo Wild
Wings restaurants.
Restaurant Management. Our management structure consists of a General Manager, an Operational General Manager
and up to three other managers, as well as a Shift Lead, depending on the sales volume of the restaurant. We utilize Regional
Managers to oversee our General Managers in our company-owned locations, ensuring that they receive the training and
support necessary to effectively operate their restaurants. Currently, we have 89 Regional Managers who oversee 3 to 8
restaurants each. As we expand geographically, we expect to add additional Regional Managers. Similarly, our franchised
restaurants receive operational guidance from our 16 Franchise Consultants, who oversee 24 to 45 restaurants each. We have
three Divisional Vice Presidents who have responsibility for all company-owned operations and 13 Directors of Operations
who provide leadership to the Regional Managers. We also have a Vice President of Franchise Operations who has
responsibility for all franchised restaurant operations and three Franchise Directors of Operations who provide leadership to the
Franchise Consultants.
7
Guest Experience Business Model. Our Guest Experience Business Model is a comprehensive approach to restaurant
operations, which includes Guest Experience Captains, a refined management structure with clearly defined roles, and the
introduction of new Guest technology including unique tabletop tablets and the development of a proprietary television
network. Redefining the management and Team Member structure allows our restaurants to separate the work in a way that
supports the business model. Team Members and Managers have more specific areas of responsibility, including essential
operational work and Guest Experience work, such as Guest engagement and community connection.
Kitchen Operations. An important aspect of our concept is the efficient design, layout and execution of our kitchen
operations. Due to the relatively simple preparation of our menu items, the kitchen consists of fryers, grill and food prep
stations that are arranged assembly-line style for maximum productivity. Given our menu and kitchen design, we are able to
staff our kitchen with hourly Team Members who require only basic training before reaching full productivity. Additionally, we
do not require the added expense of an on-site chef. The ease and simplicity of our kitchen operations allows us to achieve our
goal of preparing quality food with minimal wait times.
Training. We provide thorough training for our management and hourly Team Members to prepare them for their role in
delivering a positive and engaging Buffalo Wild Wings
®
experience for our guests.
Our managers are trained using a hands-on education process during a six-week period at one of our Certified Training
Restaurants. During this training period, our manager trainees work in and learn about key aspects of the business – from our
culture to our core focus areas: Team, Guest, Quality Operations and Sales and Profits. This includes experience in both hourly
and management functions.
After successful completion of the manager training program, the new managers work with their General Managers to
build a tailored program to meet their training and development needs, specific to their assigned area of responsibility. A library
of targeted modules covering both technical and managerial skills serves as the vehicle for this phase of learning. The program,
which is progressive in nature, is also built around our core focus areas.
Later in their careers, our General Managers and high-potential Operational General Managers attend a management
skills class where they take a deeper look into bringing all of the core elements for success together to create the ultimate
experience for our guests.
Our hourly Team Members complete a comprehensive position certification process, which includes 16 to 20 hours of
hands-on training. Team Members must also successfully pass position validations, which include menu certifications,
responsible alcohol service training, chemical safety training, and training in the safe handling of food as appropriate for their
position.
Hourly restaurant Team Members who have demonstrated outstanding performance are provided opportunities for career
advancement. Those with a high level of knowledge in one or more positions within the restaurant are encouraged to apply for
the Wing Certified Trainer (WCT) program. The WCT candidate completes a training plan, which includes developing and
evaluating his/her ability to train and influence the performance of Team Members. Our objective is to have two WCTs in every
hourly position in each restaurant. Team Members who have performed successfully as Wing Certified Trainers in four or more
station areas can apply to become All-Star Trainers. Our WCTs have the opportunity to travel around the country to assist with
training at new restaurant openings.
Further, Team Members with management potential can participate in the Shift Lead program, which is a developmental
program that provides hourly Team Members the opportunity to build and demonstrate leadership capabilities while providing
the restaurants with leaders who are trained to support management. The Shift Leader program helps us to identify talent and
build bench strength throughout the organization – through the selection and training of those who have demonstrated the
initiative, desire, behaviors and competencies necessary for success in restaurant management or other positions of leadership.
Career Opportunities. Through our training programs, we are able to motivate and retain our field operations team by
providing them with opportunities for increased responsibilities and advancement. In addition, we offer performance-based
incentives tied to sales, profitability and qualitative measures such as guest and team-related metrics. We strive for a balance of
internal promotion and external hiring. This provides us with the ability to retain and grow our Team Members and to infuse
our organization with talented individuals from outside of Buffalo Wild Wings.
Recruiting. We actively recruit and select individuals who demonstrate enthusiasm and dedication and who share our
passion for high quality guest service delivered through teamwork and commitment. To attract high caliber managers, we have
8
developed a competitive compensation plan that includes a base salary and an attractive benefits package, including
participation in a management incentive plan that rewards managers for achieving restaurant performance objectives.
Food Preparation and Quality Control
We strive to maintain high quality standards. Our systems are designed to protect our food supply throughout the supply
chain. We provide detailed specifications to suppliers for our food ingredients, products and supplies. We have dedicated
resources focused on maintaining food safety and quality specifications.
Our operational teams have multiple processes in the restaurants to ensure that food safety and quality standards are met
throughout the preparation process. In addition, we contract third party auditors to monitor food safety and sanitation
standards. Our restaurant managers are certified in a comprehensive food safety and sanitation course, ServSafe®, which was
developed by the National Restaurant Association Educational Foundation.
Sourcing and Supply
We take a centralized approach to purchasing and supply chain management. Our supply chain team serves all Buffalo
Wild Wings
®
company-owned and franchised locations in the U.S. and Canada. Additionally, the supply chain team works
with international franchisees to ensure proprietary goods and services are available in all international locations.
The supply chain team is responsible for all major food, paper, equipment, and operating supply purchases as well as
company-owned restaurant utility contracts, marketing/print materials, and a percentage of restaurant services. We also have
dedicated distribution and logistics Team Members dedicated to optimizing freight costs.
We have national distribution programs in the U.S. and Canada that include food, beverage, and packaging goods. This
program is with two custom distribution companies (one in the U.S. and one in Canada). The companies provide only products
approved for our system through a limited number of warehouses. The customized nature of our distribution network allows
our supply chain team to more effectively control the volumes and costs associated with items required by our restaurants.
To maximize purchasing efficiencies and obtain optimum pricing for ingredients, products, and supplies, our supply chain
team negotiates prices by leveraging our scope and scale to create purchasing power and efficiencies. Our supply chain team
works with suppliers to ensure that sufficient levels of inventory are available to ensure continuous supply to our restaurants.
In addition, we are consistently evaluating our supply chain to develop contingency plans for all critical items.
Chicken wings are an important component of cost of sales at our Buffalo Wild Wings restaurants. We work to counteract
the effect of the volatility of chicken wing prices, which can affect 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
identify and implement purchasing strategies in order to mitigate the impact of cost increases and market fluctuations. The
price we pay on chicken wings changes monthly and is determined based on the average of the previous month’s wing market
plus a mark-up for processing and distribution. If the monthly average 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
continually evaluate alternative pricing models in order to mitigate price volatility.
Restaurant Franchise Operations
Our Buffalo Wild Wings
®
concept has a strong group of franchisees, many of whom have substantial prior restaurant
operations experience. Our franchisees execute a separate franchise agreement for each restaurant opened, typically providing
for a 20-year initial term, with an opportunity to enter into a renewal franchise agreement subject to certain conditions. The
initial franchise fee for a single restaurant is $40,000.
Franchisees typically pay us a royalty fee of 5.0% of their restaurant sales. We also assess franchisees an advertising fee
in the amount of 3.5% of their restaurant sales. Since June 1, 2015, franchisees have been required to contribute 2.75% to
3.15% to our National Advertising Fund (NAF) and the remaining 0.35% to 0.75% was required to be spent directly by the
franchisee or through marketing co-ops in the applicable local market. Our current form of franchise agreement permits us to
increase the royalty fee and to increase the required contribution to the NAF by 0.5% per year so long as the NAF contribution
does not exceed 4% of restaurant sales during the initial term of the franchise agreement. The royalty fee is not expected to
increase in 2016.
9
All of our franchise agreements require that each franchised restaurant operate in accordance with our defined operating
procedures, adhere to the menu established by us, meet applicable quality, service, health and cleanliness standards and comply
with all applicable laws. We ensure these high standards are being followed through a variety of means including mystery
shoppers and announced and unannounced quality assurance inspections by our franchise consultants. We may terminate the
franchise rights of any franchisee who does not comply with our standards and requirements. We believe that maintaining
superior food quality, an inviting and energetic atmosphere and excellent guest service are critical to the reputation and success
of our concept; therefore, we consistently enforce the contractual requirements of our franchise agreements.
The area development agreement establishes the number of restaurants that must be developed in a defined geographic
area and the deadlines by which these restaurants must open. For area development agreements covering three to seven
restaurants, restaurants are often required to open in approximately 12-month intervals. For larger development agreements, the
interval is typically shorter. The area development agreement can be terminated by us if, among other reasons, the area
developer fails to open restaurants on schedule.
We work hard to maintain positive and productive relationships with our franchisees. We have formed and maintain the
FAC, which, as described previously, is an advisory council made up of twelve franchisees that engage with BWW on matters
of system-wide importance; six of these FAC members are elected by their peers, and the remaining six are appointed jointly by
existing FAC members and us. The FAC meets several times per year in person, and more frequently via conference calls, with
our senior leaders. We also have other councils of franchisees with whom we consult periodically on specific matters.
Information Technology
We utilize a standard point-of-sale system in all of our company-owned and franchised Buffalo Wild Wings
®
restaurants,
which is integrated to our central offices through a secure, high-speed connection. Visibility to sales, cost of sales, labor and
other operating metrics is provided to company-owned restaurant management through web-based decision support and
analysis tools. Franchisees are required to report sales on a daily basis through an on-line reporting network and submit their
restaurant-level financial statements on a quarterly and annual basis. Our international franchised restaurants also utilize this
point-of-sale system, allowing their sales information to be automatically obtained by our central office systems on a daily
basis. Our online ordering system allows guests to place orders online or through our mobile app. Orders taken online are sent
directly to the point-of-sales system and routed to the kitchen management system based on item cook times and time of
customer order pickup. The online ordering system is available for all company-owned locations and substantially all
franchised locations.
Competition
The restaurant industry is intensely competitive. We compete on the basis of the taste, quality and price of food offered,
guest service, ambience, location, and overall guest experience. We believe that our attractive price-value relationship, the
atmosphere of our restaurants, our sports viewing experience, our focus on our guest and the quality and distinctive flavor of
our food enable us to differentiate ourselves from our competitors. We believe we compete primarily with local and regional
sports bars and national casual dining and quick casual establishments, and to a lesser extent with quick service restaurants
such as wing-based take-out concepts. Many of our direct and indirect competitors are well-established national, regional or
local chains and some have greater financial and marketing resources than we do. We also compete with other restaurant and
retail establishments for site locations and restaurant Team Members.
Proprietary Rights
We own the rights to the “Buffalo Wild Wings
®
” and “Rusty Taco
®
” service marks and to certain other service marks
and trademarks used in our system in the U.S., Canada, and other countries where we have restaurants or anticipate opening
restaurants in the future, and we are in the process of registering the “R Taco
®
” service mark. We also own certain rights to the
“PizzaRev” trademark. We protect our sauce recipes as trade secrets by, among other things, requiring a confidentiality
agreement with our sauce supplier and executive officers. It is possible that competitors could develop recipes and procedures
that duplicate or closely resemble our recipes and procedures. We believe that our trademarks, service marks and other
proprietary rights have significant value and are important to our brand-building efforts and the marketing of our restaurant
concept. We vigorously protect our proprietary rights. We cannot predict, however, whether steps taken by us to protect our
proprietary rights will be adequate to prevent misappropriation of these rights or the use by others of restaurant features based
upon, or otherwise similar to, our concept. It may be difficult for us to prevent others from copying elements of our concept and
any litigation to enforce our rights will likely be costly and may not be successful. Although we believe that we have sufficient
rights to all of our trademarks and service marks, we may face claims of infringement that could interfere with our ability to
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market our restaurants and promote our brand. Any such litigation may be costly and divert resources from our business.
Moreover, if we are unable to successfully defend against such claims, we may be prevented from using our trademarks or
service marks in the future and may be liable for damages.
Government Regulation
The restaurant industry is subject to numerous federal, state and local governmental regulations, including those relating
to the preparation and sale of food and alcoholic beverages, sanitation, public health, fire codes, zoning, and building
requirements. Each restaurant requires appropriate licenses from regulatory authorities allowing it to sell liquor, beer and wine,
and each restaurant requires food service licenses from local health authorities. Our licenses to sell alcoholic beverages must be
renewed annually and may be suspended or revoked at any time for cause, including violation by us or our employees of any
law or regulation pertaining to alcoholic beverage control, such as those regulating the minimum age of employees or patrons
who may serve or be served alcoholic beverages, the serving of alcoholic beverages to visibly intoxicated patrons, advertising,
wholesale purchasing and inventory control. In order to reduce this risk, restaurant employees are trained in standardized
operating procedures designed to assure compliance with all applicable codes and regulations. We are also subject to
governmental regulations, such as the Foreign Corrupt Practices Act, that impact the way we do business with our international
franchisees and vendors, and, as we expand into international markets, we may be subject to various foreign regulations. We
have implemented policies, procedures and training to ensure compliance with these regulations.
We and our franchisees are also subject to laws governing our relationship with employees. Our failure or the failure of
our franchisees to comply with international, federal, state and local employment laws and regulations may subject us to losses
and harm our brands. The laws and regulations govern such matters as wage and hour requirements; workers’ compensation
insurance; unemployment and other taxes; working and safety conditions; and citizenship and immigration status. Significant
additional government-imposed regulations under the Fair Labor Standards Act and similar laws related to increases in
minimum wages, overtime pay, paid leaves of absence, and mandated health benefits, may also impact the performance of
company-owned and franchised operations. In addition, employee claims based on, among other things, discrimination,
harassment, wrongful termination, wage and hour requirements and payments to employees who receive gratuities, may divert
financial and management resources and adversely affect operations. The losses that may be incurred as a result of any
violation of such governmental regulations by the company or our franchisees are difficult to quantify.
We are also subject to licensing and regulation by state and local departments relating to the service of alcoholic
beverages, health, sanitation, and fire and safety standards. Compliance with these laws and regulations may lead to increased
costs and operational complexity and may increase our exposure to governmental investigations or litigation. We may also be
subject in certain states to “dramshop” statutes, which generally allow a person injured by an intoxicated person to recover
damages from an establishment that wrongfully served alcoholic beverages to the intoxicated person. In addition, we are
subject to various state and federal laws relating to the offer and sale of franchises and the franchisor-franchisee relationship. In
general, these laws and regulations impose specific disclosure and registration requirements prior to the sale and marketing of
franchises and regulate certain aspects of the relationship between franchisor and franchisee.
Because of gaming operations in our Nevada Buffalo Wild Wings facilities, the ownership and operation of those
facilities are subject to the Nevada Gaming Control Act and the regulations promulgated thereunder, as well as various local
regulations related to gaming. Our gaming operations are also subject to the licensing and regulatory control of the Nevada
Gaming Commission, the Nevada State Gaming Control Board and various county and city licensing agencies. These gaming
laws, regulations, and supervisory procedures are based upon declarations of public policy that are concerned with, among
other things:
• the prevention of unsavory or unsuitable persons from having a direct or indirect involvement with gaming at any time
or in any capacity;
• the establishment and maintenance of responsible accounting practices;
• the maintenance of effective controls over the financial practices of licensees, including the establishment of minimum
procedures for internal fiscal affairs and the safeguarding of assets and revenues;
• providing reliable record keeping and requiring the filing of periodic reports with the gaming authorities;
• the prevention of cheating and fraudulent practices; and
• providing a source of state and local revenues through taxation and licensing fees.
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Any change in such laws, regulations, and procedures could have an adverse effect on the gaming operations in our
Nevada facilities. Additional information regarding regulation related to gaming in our Nevada facilities can be found in
Exhibit 99.1 to this Form 10-K.
Team Members
As of December 27, 2015, we employed approximately 44,500 Team Members. We had approximately 6,100 full-time
and 37,900 part-time Team Members working in our company-owned restaurants and 500 Team Members based out of our
home office or in field management positions. Our Team Members are not covered by any collective bargaining agreement, and
we have never experienced an organized work stoppage or strike. We believe that our working conditions and compensation
packages are competitive and consider our relations with our Team Members to be good.
Executive Officers
The following sets forth certain information about our executive officers:
Sally J. Smith, 58, has served as our Chief Executive Officer and President since July 1996 and as a director since
August 1996. She served as our Chief Financial Officer from 1994 to 1996. Prior to joining Buffalo Wild Wings, she was the
Chief Financial Officer of Dahlberg, Inc., the manufacturer and franchisor of Miracle-Ear hearing aids, from 1983 to 1994. Ms.
Smith began her career with KPMG LLP, an international accounting and auditing firm. Ms. Smith holds an inactive CPA
license. She serves on the boards of the National Restaurant Association, Alerus Financial Corporation, Allina Health Systems,
and Hormel Foods, Inc.
Mary J. Twinem, 55, has served as our Executive Vice President, Chief Financial Officer and Treasurer since July 1996.
and as the Corporate Controller from January 1995 to July 1996. Prior to joining Buffalo Wild Wings, Ms. Twinem served as
the Director of Finance/Corporate Controller of Dahlberg, Inc. from 1989 to 1994. Ms. Twinem began her career in public
accounting with an emphasis in tax, has an accounting degree from the University of Wisconsin-Platteville and is a CPA,
inactive. Ms. Twinem will be retiring on February 29, 2016.
Kathleen M. Benning, 53, has served as our Executive Vice President, Chief Strategy Officer and New Business
Development since January 2014. She served as our Executive Vice President, Global Brand and Business Development since
October 2011. She served as Executive Vice President, Global Marketing and Brand Development from January 2010 until
October 2011. She joined us in March 1997 as Vice President of Marketing and served as Senior Vice President, Marketing
and Brand Development from January 2002 until December 2009. From 1992 to 1997, Ms. Benning was employed by Nemer,
Fieger & Associates, an advertising agency, where she was a partner from 1994 to 1997.
James M. Schmidt, 56, has served as our Chief Operating Officer since January 2011. He served as our Executive Vice
President since December 2006 and as General Counsel from April 2002 to January 2011. He served as either Vice President or
Senior Vice President from April 2002 until December 2006. Mr. Schmidt also served as our Secretary from September 2002
until January 2011, and he served as a director on our Board from 1994 to September 2003. From 1997 to 2002, Mr. Schmidt
was an attorney with the law firm of Robbins, Kelly, Patterson & Tucker.
Judith A. Shoulak, 56, has served as our EVP, President, North America Buffalo Wild Wings since January 2014. She
served as Executive Vice President, North American Operations from October 2011 to January 2014, as Executive Vice
President, Global Operations and Human Resources from January 2010 until October 2011, as our Senior Vice President,
Operations, from March 2004 to December 2009, Senior Vice President, Human Resources from January 2003 to February
2004 and Vice President of Human Resources from October 2001 to January 2003. From 1993 to 2001, Ms. Shoulak served as
Vice President of Field Human Resources of OfficeMax Incorporated.
Lee R. Patterson, 41, has served as our Senior Vice President, Guest Marketing Experience since January 2014. He
served as Senior Vice President, Guest Experience and Innovation from October 2011 to December 2013, Senior Vice
President, Information Technology from January 2011 until October 2011 and as our Vice President, Information Technology
from January 2008 until January 2011. Mr. Patterson was with Applebee’s International, Inc. from May 2003 to January 2008,
serving most recently as Director of Restaurant Systems.
Andrew D. Block, 47, has served as our Senior Vice President, Talent Management since January 2012. He served as
Vice President, Talent Management from April 2010 until January 2012. Mr. Block served as Director of Human Resources at
C. H. Robinson Worldwide from December 2002 to April 2011. From March 1996 to December 2002 Mr. Block was with
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Wells Fargo Home Mortgage as Director of Human Resources. Earlier in his career Mr. Block worked in the Human Resources
field for Ecolab and a subsidiary of Sony Corporation of America.
Emily C. Decker, 36, has served as our Senior Vice President, General Counsel and Secretary since April 2014. She
served as our Vice President, General Counsel and Secretary from January 2011 to April 2014 and as our Franchise Attorney
from August 2007 until January 2011. From September 2004 to July 2007, Ms. Decker was an Associate at Briggs and Morgan,
P.A., which provides legal services to us from time to time.
ITEM 1A. RISK FACTORS
This Form 10-K, including the discussions contained in Items 1 and 7, contains 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. 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
expense, and cash requirements. Although we believe there is a 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. 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.
Multi-unit restaurant businesses such as ours can be adversely affected by publicity resulting from complaints or
litigation or general publicity regarding poor food quality, food-borne illness, personal injury, food tampering, team member
relations, adverse health effects of consumption of various food products or high-calorie foods (including obesity), or other
concerns. Negative publicity from traditional or digital media, or from on-line social network postings may also result from
actual or alleged incidents or events taking place in our restaurants. Regardless of whether the allegations or complaints are
valid, unfavorable publicity relating to a number of our restaurants, or only to a single restaurant, could adversely affect public
perception of the entire brand. Adverse publicity and its effect on overall consumer perceptions of food safety, or our failure to
respond effectively to adverse publicity, could have a material adverse effect on our business.
Fluctuations in chicken wing prices could impact our operating income.
Chicken wings are a primary food product used by our Buffalo Wild Wings® restaurants. We work to counteract the
effect of the volatility of 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. During 2013, we began selling our wings by portion, providing our guests a more consistent amount of chicken in
their orders, and decreasing the impact of yield fluctuations on our cost of sales. We also explore purchasing strategies to
reduce the severity of cost increases and fluctuations. The price we pay for chicken wings is determined based on the average
of the previous month’s wing market plus mark-up for processing and distribution. If the monthly average exceeds the upper
threshold or falls below the lower threshold set in the contract, we split the impact with our suppliers, reducing our risk related
to wing price fluctuations. If a satisfactory long-term pricing agreement for chicken wings were to arise, we would consider
locking in prices to reduce our price volatility. Chicken wing prices in 2015 averaged 18.1% higher than 2014 as the average
price per pound increased to $1.83 in 2015 from $1.55 in 2014. If there is a significant rise in the price of chicken wings, and
we are unable to successfully adjust menu prices or menu mix or otherwise make operational adjustments to account for the
higher wing prices, our operating results could be adversely affected. For example, chicken wings accounted for approximately
25%, 23%, and 25% of our cost of sales in 2015, 2014, and 2013, respectively, with an annual average price per pound of
$1.83, $1.55, and $1.76, respectively. A 10% increase in the chicken wing costs for 2015 would have increased cost of sales by
approximately $12.9 million. Additional information related to chicken wing prices is included in Item 7 under “Results of
Operations.”
13
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.
We require that all proposed restaurant sites, whether for company-owned or franchised restaurants, meet our site
selection criteria. We may make errors in selecting these criteria or applying these criteria to a particular site, or there may be
an insignificant number of new restaurant sites meeting these criteria that would enable us to achieve our planned expansion in
future periods. We face significant competition from other restaurant companies and retailers for sites that meet our criteria and
the supply of sites may be limited in some markets. Further, we may be precluded from acquiring an otherwise suitable site due
to an exclusivity restriction held by another tenant. As a result of these factors, our costs to obtain and lease sites may increase,
or we may not be able to obtain certain sites due to unacceptable costs. Our inability to obtain suitable restaurant sites at
reasonable costs may reduce our growth.
To successfully expand our business, we must open new Buffalo Wild Wings® restaurants on schedule and in a
profitable manner. In the past, we and our franchisees have experienced delays in restaurant openings and we may experience
similar delays in the future. Delays in opening new restaurants could hurt our ability to meet our growth objectives, which may
affect our results of operations, the expectations of securities analysts and shareholders and thus our stock price. We cannot
guarantee that we or our franchisees will be able to achieve our expansion goals. Further, any restaurants that we, or our
franchisees, open may not achieve operating results similar or better than our existing restaurants. If we are unable to generate
positive cash flow from a new restaurant, we may be required to recognize an impairment loss with respect to the assets for that
restaurant. Our ability to expand successfully will depend on a number of factors, many of which are beyond our control. These
factors include:
• Negotiating acceptable lease or purchase terms for new restaurants;
• Our ability to obtain necessary credit with our landlords;
• Cost effective and timely planning, design and build-out of restaurants;
• Creating guest awareness of our restaurants in new markets;
• Competition in new and existing markets;
• General economic conditions.
A security failure in our information technology systems could expose us to potential liability and loss of revenues.
We accept credit and debit card payments in our restaurants. A number of retailers have experienced actual or potential
security breaches in which credit and debit card information may have been stolen, including a number of highly publicized
incidents with well-known retailers. The intentional, inadvertent or negligent release or disclosure of data by our company or
our service providers could result in theft, loss, fraudulent or unlawful use of customer data, some or all of which could harm
our reputation and result in remedial and other costs, fines or lawsuits.
We are required to maintain the highest level of Payment Card Industry (“PCI”) Data Security Standard compliance at
our company-owned restaurants and corporate offices due to the number of credit card transactions processed in our company-
owned restaurants. Failure to maintain our PCI compliance could result in fines or even prohibit our use of payment cards in
our company-owned restaurants. Our franchisees are separate businesses, and therefore are subject to PCI compliance
requirements separate and apart from our company-owned restaurants. However, any failure by our franchisees to maintain
their required level of PCI compliance could harm our reputation or result in loss of future royalties.
Shortages or interruptions in the availability and delivery of food and other supplies may increase costs or reduce
revenues.
Possible shortages or interruptions in the supply of food items and other supplies to our restaurants caused by inclement
weather, terrorist attacks, natural disasters such as floods, drought and hurricanes, global warming, pandemics, the inability of
our vendors to obtain credit in a tightened credit market, or other distribution dependencies, food safety warnings or advisories
or the prospect of such pronouncements, or other conditions beyond our control could adversely affect the availability, quality
and cost of items we buy and the operations of our restaurants. Our inability to effectively manage supply chain risk could
increase our costs and limit the availability of products critical to our restaurant operations.
14
Wage and hour litigation could negatively impact our performance.
Increased wage and hour litigation, including claims relating to the Fair Labor Standards Act, analogous state laws, or
other state wage and hour laws could result in significant attorney fee and settlement costs. The potential settlement of, or
awards of damages for, such claims also could materially impact our financial performance as could operational adjustments
implemented to mitigate future exposure.
Changes in employment laws or regulation could harm our performance.
Various federal and state labor laws govern our relationship with our employees and affect operating costs. These laws
include minimum wage requirements, overtime pay, paid time off, work scheduling, healthcare reform and the implementation
of the Patient Protection and Affordable Care Act, unemployment tax rates, workers’ compensation rates, citizenship
requirements, union membership, and sales taxes. A number of factors could adversely affect our operating results, including
additional government-imposed increases in minimum wages, overtime pay, paid leaves of absence and mandated health
benefits, mandated training for employees, increased tax reporting and tax payment requirements for employees who receive
tips, a reduction in the number of states that allow tips to be credited toward minimum wage requirements, changing
regulations from the National Labor Relations Board or other agencies.
The Americans with Disabilities Act is a federal law that prohibits discrimination on the basis of disability in public
accommodations and employment. Although our restaurants are designed to be accessible to the disabled, we could be required
to make modifications to our restaurants or to our guest-facing technologies including our website to provide service to, or
make reasonable accommodations for disabled persons.
Investments in new or emerging brands may not be successful.
We have a minority investment in Pie Squared Holdings, operator and franchisor of PizzaRev, a fast-casual pizza
restaurant, and a majority investment in Rusty Taco Inc., operator and franchishor of R Taco, a fast-casual restaurant
specializing in street-style tacos, and intend to invest in these and additional emerging restaurant brands in the future as
additional vehicles of growth. If an emerging brand does not succeed, we risk losing all or a substantial portion of our
investment in that brand. In addition, our overall long-term growth may be affected by the level of success achieved by any of
these restaurant concepts.
Our restaurants may not achieve market acceptance in the new domestic and international geographic regions we enter.
Our expansion plans depend on opening restaurants in new domestic and international markets where we or our
franchisees have little or no operating experience. We may not be successful in operating our restaurants in new markets on a
profitable basis. The success of these new restaurants will be affected by the different competitive conditions, consumer tastes,
and discretionary spending patterns of the new markets as well as our ability to generate market awareness of our brands. Sales
at restaurants opening in new markets may take longer to reach profitable levels, if at all.
New restaurants added to our existing markets may take sales from existing restaurants.
We and our franchisees intend to open new restaurants in our existing markets, which may reduce sales performance and
guest visits for existing restaurants in those markets. In addition, new restaurants added in existing markets may not achieve
sales and operating performance at the same level as established restaurants in the market.
Failure of our internal control over financial reporting could harm our business and financial results.
Our management is responsible for establishing and maintaining effective internal control over financial reporting.
Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of financial
reporting for external purposes in accordance with accounting principles generally accepted in the United States. Because of its
inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that we would
prevent or detect a misstatement of our financial statements or fraud. Any failure to maintain an effective system of internal
control over financial reporting could limit our ability to report our financial results accurately and timely or to detect and
prevent fraud. A significant financial reporting failure or material weakness in internal control over financial reporting could
cause a loss of investor confidence and decline in the market price of our stock.
15
If the material weaknesses we have identified in our internal control over financial reporting persist or if we fail to
establish and maintain effective internal control over financial reporting, our ability to accurately report our financial results
could be adversely affected.
In connection with the preparation of our consolidated financial statements as of and for the fiscal year ended
December 27, 2015, our management conducted an assessment of the effectiveness of our internal control over financial
reporting. In connection with that assessment, we identified material weaknesses in our internal control over financial
reporting. Exchange Act Rule 12b-2 and Rule 1-02(b) of Regulation S-X define a material weakness as a deficiency, or
combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a
material misstatement of our annual or interim consolidated financial statements will not be prevented or detected and corrected
on a timely basis. The identified material weaknesses are further described in Part II, Item 9A of this report.
Our remediation efforts regarding these material weaknesses are also described in Part II, Item 9A of this report. While
we are confident that that our remediation plan will fully remediate the identified material weaknesses, it is possible that our
remedial measures may not be sufficient or may take longer than anticipated. If our remedial measures are insufficient to
address the material weaknesses, our consolidated financial statements may contain material misstatements and we could be
required to restate our financial results. Even after the identified material weaknesses have been remediated, investors may lose
confidence in our reported financial information and the market price of our common shares may decline.
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.
Our landlords may be unable to obtain financing or remain in good standing under their existing financing arrangements,
resulting in failures to pay required construction contributions or satisfy other lease covenants to us. In addition other tenants at
retail centers in which we or our franchisees are located or have executed leases may fail to open or may cease operations. If
our landlords fail to satisfy required co-tenancies, such failures may result in us or our franchisees terminating leases or
delaying openings in these locations. Also, decreases in total tenant occupancy in retail centers in which we are located may
affect guest traffic at our restaurants. All of these factors could have a material adverse impact on our operations.
An impairment in the carrying value of our goodwill or other intangible assets could adversely affect our financial
condition and consolidated results of operations.
Goodwill represents the excess of cost over the fair value of identified net assets of businesses acquired. We review
goodwill for impairment annually, or whenever circumstances change in a way which could indicate that impairment may have
occurred. Goodwill is tested at the reporting unit level. We identify potential goodwill impairments by comparing the fair value
of the reporting unit to its carrying amount, which includes goodwill and other intangible assets. The fair value of the reporting
unit is calculated using a market approach. If the carrying amount of the reporting unit exceeds the fair value, this is an
indication that impairment may exist. We would calculate the amount of the impairment by comparing the fair value of the
assets and liabilities to the fair value of the reporting unit. The fair value of the reporting unit in excess of the value of the assets
and liabilities is the implied fair value of the goodwill. If this amount is less than the carrying amount of goodwill, impairment
is recognized for the difference. A significant amount of judgment is involved in determining if an indication of impairment
exists. Factors may include, among others: a significant decline in our expected future cash flows; a sustained, significant
decline in our stock price and market capitalization; a significant adverse change in legal factors or in the business climate;
unanticipated competition; the testing for recoverability of a significant asset group within a reporting unit; and slower growth
rates. Any adverse change in these factors would have a significant impact on the recoverability of these assets and negatively
affect our financial condition and consolidated results of operations.
We evaluate the useful lives of our intangible assets to determine if they are definite- or indefinite-lived. Reaching a
determination on useful life requires significant judgments and assumptions regarding the future effects of obsolescence,
demand, competition, other economic factors (such as the stability of the industry, legislative action that results in an uncertain
or changing regulatory environment, and expected changes in distribution channels), and the expected lives of other related
groups of assets.
We cannot accurately predict the amount and timing of any impairment of goodwill and other intangible assets. Should
the value of these assets become impaired, there could be an adverse effect on our financial condition and consolidated results
of operations.
We may experience higher-than-anticipated costs associated with the opening of new restaurants or with the closing,
relocating, and remodeling of existing restaurants, which may adversely affect our results of operations.
16
Our revenues and expenses can be impacted significantly by the location, number, and timing of the opening of new
restaurants and the closing, relocating, and remodeling of existing restaurants. We incur substantial pre-opening expenses each
time we open a new restaurant and incur other expenses when we close, relocate, or remodel existing restaurants. These
expenses are generally higher when we open restaurants in new markets, but the costs of opening, closing, relocating or
remodeling any of our restaurants may be higher than anticipated. An increase in such expenses could have an adverse effect on
our results of operations.
We may be dependent on franchisees and their success.
Currently, approximately 49% of our restaurants are franchised. Franchising royalties and fees represented
approximately 5.4%, 6.1%, and 6.4% of our revenues during fiscal 2015, 2014, and 2013, respectively. Our performance
depends upon (i) our ability to attract and retain qualified franchisees, (ii) the franchisees' ability to timely develop restaurants,
and (iii) the franchisees’ ability to execute our concept and capitalize upon our brand recognition and marketing. Additionally,
the quality of franchised restaurant operations may be diminished if franchisees do not operate restaurants in a manner
consistent with our standards and requirements, or if they do not hire and train qualified managers and other restaurant
personnel. If franchisees do not adequately operate or manage their restaurants, our image and reputation, and the image and
reputation of other franchisees, may suffer materially and system-wide sales could significantly decline.
We could face liability from or as a result of our franchisees.
Various state and federal laws govern our relationship with our franchisees and our potential sale of a franchise. If we
fail to comply with these laws, we could be liable for damages to franchisees and fines or other penalties. A franchisee or
government agency may bring legal action against us based on the franchisee/franchisor relationship. Also, under the franchise
business model, we may face claims and liabilities based on vicarious liability, joint-employer liability, or other theories or
liabilities. All such legal actions not only could result in changes to laws, making it more difficult to appropriately support our
franchisees and, consequently, impacting our performance, but, also, such legal actions could result in expensive litigation with
our franchisees or government agencies that could adversely affect both our profits and our important relations with our
franchisees. In addition, other regulatory or legal developments may result in changes to laws or the franchisor/franchisee
relationship that could negatively impact the franchise business model and, accordingly, our profits.
We may be unable to compete effectively in the restaurant industry.
The restaurant industry is intensely competitive. We believe we compete primarily with regional and local sports bars,
casual dining and fast casual establishments, and to a lesser extent, quick service wing-based take-out concepts and quick
service restaurants. In addition, independent owners of local or regional establishments may enter the wing-based or sports bar
restaurant business without significant barriers to entry and such establishments may provide price competition for our
restaurants. Competition in the casual dining, quick casual and quick service segments of the restaurant industry is expected to
remain intense with respect to price, service, location, concept and the type and quality of food. We also face intense
competition for real estate sites, qualified management personnel, and hourly restaurant staff.
Our success depends substantially on the value of our brands and our reputation for offering guests an unparalleled
guest experience.
We believe we have built a strong reputation for the quality and breadth of our menu items as part of the total experience
that guests enjoy in our restaurants. We believe we must protect and grow the value of our brands to continue to be successful
in the future. Any incident that erodes consumer trust in or affinity for our brands could significantly reduce their value. If
consumers perceive or experience a reduction in food quality, service, or ambiance, or in any way believe we failed to deliver a
consistently positive experience, our brand value could suffer.
Our inability to successfully and sufficiently raise menu prices could result in a decline in profitability.
We utilize menu price increases to help offset cost increases, including increased cost for commodities, minimum wages,
employee benefits, insurance arrangements, construction, utilities, and other key operating costs. If our selection and amount
of menu price increases are not accepted by consumers and reduce guest traffic, or are insufficient to counter increased costs,
our financial results could be harmed.
17
Our quarterly operating results may fluctuate due to the timing of special events and other factors, including the
recognition of impairment losses.
Our quarterly operating results depend, in part, on special events, such as the Super Bowl® and other sporting events
viewed by our guests in our Buffalo Wild Wings restaurants such as the NFL, MLB, NBA, NHL, and NCAA. Interruptions in
the viewing of these professional and collegiate sporting league events due to strikes, lockouts, or labor disputes may impact
our results. Additionally, our results are subject to fluctuations based on the dates of sporting events and their availability for
viewing through broadcast, satellite and cable networks. Historically, sales in most of our restaurants have been higher during
fall and winter months based on the relative popularity and extent of national, regional and local sporting and other events.
Further, our quarterly operating results may fluctuate significantly because of other factors, including:
• Fluctuations in food costs, particularly chicken wings;
• The timing of new restaurant openings, which may impact margins due to the related preopening costs and
initially higher restaurant level operating expense ratios;
• Potential distraction or unusual expenses associated with our expansion into international markets;
• Our ability to operate effectively in new markets domestically and internationally in which we or our
franchisees have limited operating experience;
• Labor availability and costs for hourly and management personnel;
• Changes in competitive factors;
• Disruption in supplies;
• General economic conditions, consumer confidence, and fluctuations in discretionary spending;
• Claims experience for self-insurance programs;
• Increases or decreases in labor or other variable expenses;
• The impact of inclement weather, natural disasters, and other calamities;
• Fluctuations in interest rates;
• The timing and amount of asset impairment loss and restaurant closing charges; and
• Tax expenses and other non-operating costs.
As a result of the factors discussed above, our quarterly and annual operating results may fluctuate significantly.
Accordingly, results for any one quarter are not necessarily indicative of results to be expected for any other quarter or for any
year. These fluctuations may cause future operating results to fall below the expectations of securities analysts and
shareholders. In that event, the price of our common stock could decrease.
We may not be able to attract and retain qualified Team Members and key executives to operate and manage our
business.
Our success and the success of our individual restaurants and business depends on our ability to attract, motivate,
develop and retain a sufficient number of qualified key executives and restaurant employees, including restaurant managers,
and hourly Team Members. The inability to recruit, develop and retain these individuals may delay the planned openings of
new restaurants or result in high employee turnover in existing restaurants, thus increasing the cost to efficiently operate our
restaurants. This could inhibit our expansion plans and business performance and, to the extent that a labor shortage may force
us to pay higher wages, harm our profitability. The loss of any of our key executive officers could jeopardize our ability to meet
our financial targets.
18
We may not be able to obtain and maintain licenses and permits necessary to operate our restaurants.
The restaurant industry is subject to various federal, state, and local government regulations, including those relating to
the sale of food and alcoholic beverages. In addition, we are subject to gaming regulations with respect to our gaming
operations within our nine company-owned restaurants in Las Vegas. The failure to obtain and maintain these licenses, permits
and approvals, including food, liquor and gaming licenses, could adversely affect our operating results. Difficulties or failure to
obtain the required licenses and approvals could delay or result in our decision to cancel the opening of new restaurants. Local
authorities may revoke, suspend, or deny renewal of our food and liquor licenses if they determine that our conduct violates
applicable regulations.
The sale of alcoholic beverages at our restaurants subjects us to additional regulations and potential liability.
Because our restaurants sell alcoholic beverages, we are required to comply with the alcohol licensing requirements of
the federal government, states and municipalities where our restaurants are located. Alcoholic beverage control regulations
require applications to state authorities and, in certain locations, county and municipal authorities for a license and permit to
sell alcoholic beverages on the premises and to provide service for extended hours and on Sundays. Typically, the licenses are
renewed annually and may be revoked or suspended for cause at any time. Alcoholic beverage control regulations relate to
numerous aspects of the daily operations of the restaurants, including minimum age of guests and employees, hours of
operation, advertising, wholesale purchasing, inventory control and handling, storage and dispensing of alcoholic beverages. If
we fail to comply with federal, state or local regulations, our licenses may be revoked and we may be forced to terminate the
sale of alcoholic beverages at one or more of our restaurants. Further, growing movements to change laws relating to alcohol
may result in a decline in alcohol consumption at our restaurants or increase the number of dram shop claims made against us,
either of which may negatively impact operations or result in the loss of liquor licenses.
In certain jurisdictions we are subject to “dram shop” statutes, which generally allow a person injured by an intoxicated
person the right to recover damages from an establishment that wrongfully served alcoholic beverages to the intoxicated
person. Some dram shop litigation against restaurant companies has resulted in significant judgments, including punitive
damages.
Changes in consumer preferences or discretionary consumer spending could harm our performance.
The success of Buffalo Wild Wings depends, in part, upon the continued popularity of our Buffalo, New York-style
chicken wings, our boneless wings, other food and beverage items, and appeal of sports bars and casual dining restaurants. We
also depend on trends toward consumers eating away from home. Shifts in these consumer preferences could negatively affect
our future profitability. Such shifts could be based on health concerns related to the cholesterol, carbohydrate, fat, calorie, or
salt content of certain food items, including items featured on our menu. Negative publicity over the health aspects of such food
items may adversely affect consumer demand for our menu items and could result in a decrease in guest traffic to our
restaurants, which could materially harm our business. In addition, we will be required to disclose calorie counts for all food
and certain beverage items on our menus, due to federal regulations, and this may have an effect on consumers’ eating habits.
In addition, our success depends to a significant extent on numerous factors affecting discretionary consumer spending,
including economic conditions, disposable consumer income and consumer confidence. A decline in consumer spending or in
economic conditions could reduce guest traffic or impose practical limits on pricing, either of which could harm our business,
financial condition, operating results or cash flow.
A regional or global health pandemic could severely affect our business.
A health pandemic is a disease outbreak that spreads rapidly and widely by infection and affects many individuals in an
area or population at the same time. If a regional or global health pandemic were to occur, depending upon its duration and
severity, our business could be severely affected. We have positioned our brand as a place where people can gather together.
Customers might avoid public gathering places in the event of a health pandemic, and local, regional or national governments
might limit or ban public gatherings to halt or delay the spread of disease. A regional or global health pandemic might also
adversely impact our business by disrupting or delaying production and delivery of materials and products in our supply chain
and by causing staffing shortages in our restaurants. The impact of a health pandemic might be disproportionately greater than
on other companies that depend less on the gathering of people together for the sale or use of their products and services.
The acquisition of existing restaurants from our franchisees or other acquisitions may have unanticipated consequences
that could harm our business and our financial condition.
19
We may selectively acquire existing restaurants from our franchisees or other restaurants. To do so, we would need to
identify suitable acquisition candidates, negotiate acceptable acquisition terms and obtain appropriate financing. Any
acquisition that we pursue, whether or not successfully completed, may involve risks, including:
• Material adverse effects on our operating results, particularly in the fiscal quarters immediately following
the acquisition as the acquired restaurants are integrated into our operations;
• Risks associated with entering into markets or conducting operations where we have no or limited prior
experience;
• Problems maintaining key personnel;
• Potential impairment of tangible and intangible assets and goodwill acquired in the acquisition;
• Potential unknown liabilities;
• Difficulties of integration; and
• Disruption of our ongoing business, including diversion of management’s attention from other business
concerns.
Future acquisitions of existing restaurants from our franchisees or other acquisitions, which may be accomplished
through a cash purchase transaction, the issuance of our equity securities or a combination of both, could result in potentially
dilutive issuances of our equity securities, the incurrence of debt and contingent liabilities and impairment charges related to
goodwill and other intangible assets, any of which could harm our business and financial condition.
There is volatility in our stock price.
The market for our stock has, from time to time, experienced extreme price and volume fluctuations. Factors such as
announcements of variations in our quarterly financial results and fluctuations in same-store sales could cause the market price
of our stock to fluctuate significantly. In addition, the stock market in general, and the market prices for restaurant companies in
particular, have experienced volatility that often has been unrelated to the operating performance of such companies. These
broad market and industry fluctuations may adversely affect the price of our stock, regardless of our operating performance.
Additionally, volatility or a lack of positive performance in our stock price may adversely affect our ability to retain key
employees, many of whom have been granted equity compensation.
The market price of our stock can be influenced by shareholders' expectations about the ability of our business to grow
and to achieve certain profitability targets. If our financial performance in a particular quarter does not meet the expectations of
our shareholders, it may adversely affect their views concerning our growth potential and future financial performance. In
addition, if the securities analysts who regularly follow our stock lower their ratings of our stock, the market price of our stock
is likely to drop significantly.
We may be subject to increased labor and insurance costs or our current insurance may not provide adequate levels of
coverage.
Our restaurant operations are subject to federal and state laws governing such matters as minimum wages, working
conditions, overtime, and tip credits. As federal and state minimum wage rates increase, we may need to increase not only the
wages of our minimum wage employees, but also the wages paid to employees at wage rates that are above minimum wage.
Labor shortages, increased employee turnover, and health care mandates could also increase our labor costs. This, in turn, could
lead us to increase prices which could impact our sales. Conversely, if competitive pressures or other factors prevent us from
offsetting increased labor costs by increases in prices, our profitability may decline. In addition, the current premiums that we
pay for our insurance (including workers' compensation, general liability, property, health, and directors' and officers' liability)
may increase at any time, thereby further increasing our costs. The dollar amount of claims that we actually experience under
our workers' compensation and general liability insurance, for which we carry high per-claim deductibles, may also increase at
any time, thereby further increasing our costs. Also, the decreased availability of property and liability insurance has the
potential to negatively impact the cost of premiums and the magnitude of uninsured losses.
We currently maintain insurance customary for businesses of our size and type. However, there are types of losses we
may incur that cannot be insured against or that we believe are not economically reasonable to insure, such as losses due to
natural disasters. Such damages could have a material adverse effect on our business and results of operations. In addition,
20
legal settlements or awards of damages may exhaust our coverage for certain policy years or impact our ability to obtain
appropriate levels of coverage for future years. We may have claims, including those associated with alleged wage and hour
violations, for which we are not able to obtain insurance coverage, for which obtainable coverage may be inadequate or or for
which the cost of coverage would be cost prohibitive.
We are dependent on information technology and any material failure of that technology could impair our ability to
efficiently operate our business.
We rely on information systems across our operations, including, for example, point-of-sale processing in our
restaurants, management of our supply chain, collection of cash and credit and debit card payments, payment of obligations,
and various other processes and procedures. Our ability to efficiently manage our business depends significantly on the
reliability and capacity of these systems. The failure of these systems to operate effectively, disputes with our technology
vendors, problems with maintenance, upgrading or transitioning to replacement systems, or a breach in security of these
systems could cause delays in customer service, reduce efficiency in our operations, require significant investment to remediate
the issue, or cause negative publicity that could damage our brand. Significant capital investments might be required to
remediate any problems.
Our in-restaurant guest-facing technologies may not drive restaurant traffic as anticipated; furthermore, difficulties in
developing the technology--or in integrating it with our other systems--may delay a technology roll out or result in its
cancellation.
If we are unable to maintain our rights to use key technologies of third parties, our business may be harmed.
We rely on certain technology licensed from third parties, and may be required to license additional technology in the
future for use in managing our Internet sites and providing related services to users and customers. These third-party
technology licenses may not continue to be available to us on acceptable commercial terms or at all. The inability to enter into
and maintain any of these technology licenses could significantly harm our business, financial condition and operating results.
We may not be able to protect our trademarks, service marks or trade secrets.
We place considerable value on our trademarks, service marks and trade secrets. We actively enforce and defend our
marks and if violations are identified, take appropriate action to preserve and protect our goodwill in our marks. We attempt to
protect our sauce recipes as trade secrets by, among other things, requiring confidentiality agreements with our sauce suppliers
and executive officers. However, we cannot be sure that we will be able to successfully enforce our rights under our marks or
prevent competitors from misappropriating our sauce recipes. We can also not be sure that: (i) our marks are valuable, (ii) using
our marks does not, or will not, violate others’ marks, (iii) the registrations of our marks would be upheld if challenged, or (iv)
we would not be prevented from using our marks in areas of the country, or in other countries, where others might have already
established rights to them. Any of these uncertainties could have an adverse effect on us and our expansion strategy.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
21
ITEM 2. PROPERTIES
We are headquartered in Minneapolis, Minnesota. Our home office has approximately 73,000 square feet of office space.
We occupy this facility under a lease that terminates on November 30, 2020, with no options to renew. As of December 27,
2015, we owned and operated 596 company-owned restaurants. We either lease the land and building for our sites or utilize
ground leases. The majority of our existing leases are for 10 or 15-year terms, generally including options to extend the terms.
We typically lease our restaurant facilities under “triple net” leases that require us to pay minimum rent, real estate taxes,
maintenance costs and insurance premiums and, in some instances, percentage rent based on sales in excess of specified
amounts. Most of our leases include “exclusive use” provisions prohibiting our landlords from leasing space to other
restaurants that fall within certain specified criteria. Under our franchise agreements, we have certain rights to gain control of a
restaurant site in the event of default under the lease or franchise agreement. The following table sets forth the countries, states
and provinces in which our restaurants are located and the number of restaurants in each state or province as of December 27,
2015:
Number of Restaurants Open
Buffalo Wild Wings PizzaRev R Taco
Company-
owned
Franchised
Company-
owned
Company-
owned
Franchised Total
United States:
Alabama 3 12 — — — 15
Alaska — 1 — — — 1
Arizona 15 6 — — — 21
Arkansas — 11 — — — 11
California 45 33 — — — 78
Colorado 20 2 — 1 23
Connecticut 1 10 — — — 11
District of
Columbia
1 — — — — 1
Delaware — 6 — — — 6
Florida 28 23 — — — 51
Georgia 19 1 — — — 20
Hawaii 3 — — — — 3
Idaho 6 1 — — — 7
Illinois 22 47 — — — 69
Indiana 7 46 — — — 53
Iowa 17 1 — — — 18
Kansas 13 — — — — 13
Kentucky 16 5 — — — 21
Louisiana — 16 — — — 16
Maine — 3 — — — 3
Maryland 2 16 — — — 18
Massachusetts 4 5 — — — 9
Michigan — 58 — — — 58
Minnesota 24 5 2 — 3 34
Mississippi 2 9 — — — 11
Missouri 7 24 — — — 31
Montana — 7 — — — 7
Nebraska 7 3 — — — 10
Nevada 12 1 — — — 13
New Hampshire — 4 — — — 4
New Jersey 5 10 — — — 15
New Mexico 12 — — — — 12
22
New York 18 19 — — — 37
North Carolina 22 8 — — — 30
North Dakota — 7 — — — 7
Ohio 32 60 — — — 92
Oklahoma — 18 — — — 18
Oregon — 11 — — — 11
Pennsylvania 26 1 — — — 27
Rhode Island 2 — — — — 2
South Carolina 10 4 — — — 14
South Dakota — 5 — — — 5
Tennessee 25 — — — — 25
Texas 72 23 — 3 3 101
Utah 10 — — — — 10
Vermont — 1 — — — 1
Virginia 20 22 — — — 42
Washington 13 3 — — — 16
West Virginia — 11 — — — 11
Wisconsin 32 — — — — 32
Wyoming 3 — — — — 3
Canada:
Alberta 2 — — — — 2
Ontario 12 — — — — 12
Mexico:
— 10 — — — 10
Kingdom of
Saudi Arabia:
— 1 — — — 1
Philippines: — 2 — — — 2
United Arab Emirates: — 1 — — — 1
Total 590 573 2 4 6 1,175
ITEM 3. LEGAL PROCEEDINGS
In addition to the legal proceedings described in Note 16 to the consolidated financial statements included in Item 8 of
this Form 10-K, we are occasionally a defendant in litigation arising in the ordinary course of our business, including claims
arising from personal injuries, contract claims, franchise-related claims, dram shop claims, wage and hour and other
employment-related 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 4. MINING SAFETY DISCLOSURES
Not applicable.
23
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our Common Stock trades on the NASDAQ Global Market under the symbol “BWLD”. The following table sets forth
the high and low sale prices of our Common Stock.
2015 2014
High Low High Low
First Quarter $ 195.83 173.83 $ 159.81 123.05
Second Quarter 186.66 149.00 166.40 130.69
Third Quarter 205.83 155.72 167.64 132.90
Fourth Quarter 198.48 147.69 183.73 122.15
Holders
As of February 6, 2016, there were approximately 111 record holders of our Common Stock, excluding shareholders
whose stock is held either in nominee name and/or street name brokerage accounts. Based on information which we have
obtained from our transfer agent, there are approximately 50,000 holders of our Common Stock whose stock is held either in
nominee name and/or street name brokerage accounts.
Dividends
We have never declared or paid cash dividends on our Common Stock. It is our policy to preserve cash for development
and other working capital needs and, therefore, do not currently have plans to pay any cash dividends. Our future dividend
policy will be determined by our Board of Directors and will depend on various factors, including our results of operations,
financial condition, anticipated cash needs and plans for expansion. Our revolving credit facility contains customary covenants
that could, among other things, limit or prohibit the payment of dividends under certain circumstances.
Issuer Purchases of Equity Securities
The table below provides information with respect to our purchase of shares of Buffalo Wild Wings common stock
during the three months ended December 27, 2015:
Period
Total Number of
Shares Purchased
Average Price Paid
per Share
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
Approximate
Dollar Value of
Shares That May
Yet Be Purchased
Under the Plans
(a)
September 28, 2015, through October
25, 2015 — — — —
October 26, 2015, through November
22, 2015 — — — —
November 23, 2015, through December
27, 2015 155,623 $160.64 155,623 $175,000,146
Total 155,623 $160.64 155,623 $175,000,146
(a)
On November 23, 2015, we announced that our Board of Directors approved a share repurchase program authorizing the
repurchase of up to $200 million of our outstanding common stock from time to time on the open market or in privately
negotiated transactions.
24
Stock Performance Chart
The following graph compares the yearly percentage change in the cumulative total shareholder return on our Common
Stock for the five-year period ended December 27, 2015 with the cumulative total return on the Nasdaq Composite and the
S&P 600 Restaurants Index. The comparison assumes $100 was invested in Buffalo Wild Wings Common Stock on
December 26, 2010, and in each of the foregoing indices on December 26, 2010 and assumes reinvestment of dividends.
12/26/2010 12/25/2011 12/30/2012 12/29/2013 12/28/2014 12/27/2015
Buffalo Wild Wings,
Inc. $ 100.00 151.75 159.97 324.84 407.12 360.86
NASDAQ Composite 100.00 100.53 116.92 166.19 188.78 199.95
S&P 600 Restaurants
Index 100.00 97.32 121.50 182.66 233.14 224.29
The preceding stock performance chart is furnished and not filed with the Securities and Exchange Commission.
Notwithstanding anything to the contrary set forth in any of our previous filings made under the Securities Act of 1933 or the
Securities Exchange Act of 1934 that incorporate future filings made by us under those statutes, the above stock performance
chart is not to be incorporated by reference in any prior filings, nor shall it be incorporated by reference into any future filings
made by us under those statutes.
25
ITEM 6. SELECTED FINANCIAL DATA
The following summary information should be read in conjunction with the Consolidated Financial Statements and
related notes thereto set forth in Item 8 of this Form 10-K.
Fiscal Years Ended (1)
Dec 27,
2015
Dec 28,
2014
Dec 29,
2013
Dec 30,
2012
Dec 25,
2011
(in thousands, except per share data)
Consolidated Statements of Earnings Data:
Revenue:
Restaurant sales
$ 1,715,000 1,422,990 1,185,351 963,963 717,395
Franchise royalties and fees
97,722 93,233 81,368 76,567 67,083
Total revenue
1,812,722 1,516,223 1,266,719 1,040,530 784,478
Costs and expenses:
Restaurant operating costs:
Cost of sales
507,812 413,890 363,755 303,653 203,291
Labor
542,847 444,232 360,302 289,167 215,649
Operating
250,755 209,583 174,338 141,417 109,654
Occupancy
94,569 78,931 68,394 54,147 44,005
Depreciation and amortization
127,503 98,454 84,978 67,462 49,913
General and administrative
129,133 118,038 96,182 84,149 72,689
Preopening
14,154 13,544 14,647 14,630 14,564
Loss on asset disposals and impairment
7,462 3,827 3,262 3,291 1,929
Total costs and expenses
1,674,235 1,380,499 1,165,858 957,916 711,694
Income from operations
138,487 135,724 100,861 82,614 72,784
Interest and other income (expense)
(2,346) (317) 674 754 118
Earnings before income taxes
136,141 135,407 101,535 83,368 72,902
Income tax expense
41,265 41,352 29,981 26,093 22,476
Net earnings including non-controlling interests
94,876 94,055 71,554 57,275 50,426
Net loss attributable to noncontrolling interests
(193) (39) — — —
Net earnings attributable to Buffalo Wild Wings
$ 95,069 94,094 71,554 57,275 50,426
Earnings per common share – basic
$ 5.00 4.98 3.81 3.08 2.75
Earnings per common share – diluted
$ 4.97 4.95 3.79 3.06 2.73
Weighted average shares outstanding – basic
19,013 18,908 18,770 18,582 18,337
Weighted average shares outstanding – diluted
19,131 19,002 18,872 18,705 18,483
Consolidated Statements of Cash Flow Data:
Net cash provided by operating activities
$ 237,260 217,866 179,360 145,188 148,260
Net cash used in investing activities
(365,191) (179,029) (145,741) (142,753)
(146,682
)
Net cash provided by (used in) financing activities
45,499 (1,942) 3,039 (1,588) 3,690
As Of (1)
Dec 27,
2015
Dec 28,
2014
Dec 29,
2013
Dec 30,
2012
Dec 25,
2011
(in thousands)
Consolidated Balance Sheets Data:
Total current assets
$ 197,751 263,929 182,756 125,536 139,245
Total assets
1,072,382 853,466 705,728 591,087 495,359
Total current liabilities
263,623 195,485 166,474 140,843 114,270
Total liabilities
416,645 279,167 239,920 207,715 177,373
Retained earnings
499,085 427,695 333,601 262,047 204,772
Total equity
655,737 574,299 465,808 383,372 317,986
(1) We utilize a 52- or 53-week accounting period that ends on the last Sunday in December. The fiscal year ended December 25, 2011 was comprised of 52
weeks. The fiscal year ended December 30, 2012 was a 53-week year. Each of the fiscal years in the three years ended December 27, 2015 were
comprised of 52 weeks. Our next 53-week year will be the fiscal year ended December 31, 2017.
26
ITEM 7. 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. This discussion and analysis contains certain statements that are
not historical facts, including, among others, those relating to our anticipated financial performance for fiscal 2016, future 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 Item 1A of this 10-K under “Risk Factors.” 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 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, franchise 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.
Overview
As of December 27, 2015, we owned and operated 596 company-owned restaurants, including 590 Buffalo Wild
Wings
®
, 4 R Taco
TM
, and 2 PizzaRev
®
restaurants in the United States and Canada. We also franchised an additional 579
restaurants, including 573 Buffalo Wild Wings restaurants and 6 R Taco restaurants. We are building for long-term future
earnings growth by investing in Buffalo Wild Wings in the United States and Canada, international franchising, R Taco, and
PizzaRev. These investments will help us to achieve our vision of being a company of 3,000 restaurants worldwide.
In 2016, we expect to open 45 to 50 company-owned Buffalo Wild Wings restaurants and we expect our franchisees to
open 30 to 35 Buffalo Wild Wings restaurants in the United States and 12 to 15 Buffalo Wild Wings restaurants internationally.
We have set an annual net earnings per share growth goal of 20% to 25% for 2016. Our growth and success depend on several
factors and trends. First, we will continue our 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, cash flow per location. We remain committed to high
quality operations and guest experience.
Our revenue is generated by:
• Sales at our company-owned restaurants, which represented 95% of total revenue in 2015. Food and non-alcoholic
beverages accounted for 80% of restaurant sales. The remaining 20% of restaurant sales was from alcoholic
beverages. The menu items with the highest sales volumes are traditional and boneless wings, each at 21% of total
restaurant sales.
• Royalties and franchise fees received from our franchisees.
A second 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 our new restaurant opening procedures, along with our expanding domestic and international presence, will help
to mitigate the overall risk associated with opening restaurants in new markets.
Third, we continue to monitor and react to changes in our cost of sales. The cost of sales is difficult to predict, as it
ranged from 28.2% to 30.6% of restaurant sales per quarter in 2015 and 2014, mostly due to the price fluctuation in chicken
wings. We are focused on minimizing the impact of rising costs per wing. Our efforts include selling wings by portion, new
purchasing strategies, menu price increases, and reduced food waste, as well as marketing promotions, menu additions, and
menu changes that affect the percentage that chicken wings represent of total restaurant sales. We will continue to monitor the
cost of chicken wings, as it can significantly change our cost of sales and cash flow from company-owned restaurants. The
price we pay for chicken wings is determined based on the average of the previous month’s wing market plus mark-up for
processing and distribution. The chart below illustrates the fluctuation in chicken wing prices from quarter to quarter in the last
27
five years.
We generate cash from the operation of our company-owned restaurants and from franchise royalties and fees. We
highlight the specific costs associated with the on-going operation of our company-owned restaurants in the consolidated
statement 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 annually 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 restaurants and franchising operations.
We utilize a 52- or 53-week accounting period that ends on the last Sunday in December. The fiscal year ended
December 25, 2011 was comprised of 52 weeks. The fiscal year ended December 30, 2012 was a 53-week year. Each of the
fiscal years in the three years ended December 27, 2015 were comprised of 52 weeks. Our next 53-week year will occur in
2017.
Critical Accounting Estimates
Our significant accounting policies are described in Note 1 to the Consolidated Financial Statements, which were
prepared in accordance with U.S. GAAP. Critical accounting policies are those that we believe are both important to the
portrayal of our financial condition and results and require our most difficult, subjective or complex judgments, often as a result
of the need to make estimates about the effect of matters that are inherently uncertain.
We believe that the following discussion represents our most critical accounting policies and estimates used in the
preparation of our consolidated financial statements. In addition to these critical accounting estimates, there are other items
used in the preparation of the consolidated financial statements that require estimation, but are not deemed critical. Changes in
estimates used in these and other items could have a material impact on our consolidated financial statements.
28
Business Combinations
We have accounted for the five acquisitions completed in 2015 and the three acquisitions completed in 2014 as business
combinations. We allocate the purchase price to tangible and intangible assets acquired and liabilities assumed, based on their
estimated fair values. The excess of the purchase price, if any, over the aggregate fair value of assets acquired and liabilities
assumed is allocated to goodwill. We estimated the fair values of certain tangible property, assets and liabilities related to
capital leases, and certain identifiable intangible assets, including favorable and unfavorable operating leases and reacquired
franchise rights, with the use of an independent valuation firm. The adjustments, if any, arising out of the finalization of the
allocation of the purchase could result in material changes to our consolidated financial statements.
Valuation of Long-Lived Assets and Store Closing Reserves
We review long-lived assets quarterly to determine if triggering events have occurred which would require a test to
determine if the carrying amount of these assets may not be recoverable based on estimated future cash flows. Assets are
reviewed at the lowest level for which cash flows can be identified, which is at the individual restaurant level. In the absence of
extraordinary circumstances, restaurants are included in the impairment analysis after they have been open for 15 months. We
evaluate the recoverability of a restaurant’s long-lived assets, including buildings, intangibles, leasehold improvements,
furniture, fixtures, and equipment over the remaining life of the primary asset in the asset group, after considering the potential
impact of planned operational improvements, marketing programs, and anticipated changes in the trade area. In determining
future cash flows, significant estimates are made by us with respect to future operating results of each restaurant over the
remaining life of the primary asset in the asset group. If assets are determined to be impaired, the impairment charge is
measured by calculating the amount by which the asset carrying amount exceeds its fair value based on our estimate of
discounted future cash flows. The determination of asset fair value is also subject to significant judgment. During 2015, 2014,
and 2013, we recorded restaurant impairments of $1.5 million, $1.7 million, and $1.1 million, respectively. 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. We do not believe that these charges would be material.
In addition to the valuation of long-lived assets, we also record a store closing reserve when a restaurant is abandoned
due to closure or relocation. The store closing reserve is subject to significant judgment as accruals are made for lease
obligations on abandoned leased facilities. Many factors, including the local business environment, other available lease sites,
the willingness of lessors to negotiate lease buyouts, and the ability to sublease our sites are considered in making the accruals.
We estimate future lease obligations based on these factors and evaluate quarterly the adequacy of the estimated reserve based
on current market conditions. During 2015, 2014, and 2013, we recorded expenses of $503,000, $315,000, and $38,000,
respectively, for restaurants that closed.
Stock-Based Compensation
We account for stock-based compensation for options in accordance with the fair value recognition provisions, under
which we use the Black-Scholes-Merton pricing model, which requires the input of subjective assumptions. These assumptions
include the expected life of the options, expected volatility over the expected term, the risk-free interest rate.
Compensation expense for restricted stock units is recognized for the expected number of shares vesting at the end of
each annual period. Restricted stock units granted in 2015, 2014, and 2013 are subject to three-year cliff vesting and a
cumulative three-year earnings target. The number of units that vest is based on performance against the target. Stock-based
compensation is recognized for the expected number of shares vesting at the end of the three-year period and is expensed over
that period. For these restricted stock unit grants, significant assumptions are made to estimate the expected net earnings levels
for future years and the expected forfeitures.
Lessee Involvement in Construction
In certain leases, due to our involvement in the construction of leased assets, we are considered the deemed accounting
owner of a construction project. In addition, we recognize a deemed landlord financing obligation for construction costs
incurred by our landlords. Once construction is complete, we complete an assessment to determine if we are deemed to have
continuing involvement in the construction project. In certain leases, due to unreimbursed construction costs, we are deemed to
have continuing involvement and are precluded from de-recognizing the asset and associated financing obligation. In these
cases, we continue to account for the landlord's asset as if we are the legal owner.
29
Results of Operations
Our operating results for 2015, 2014, and 2013, 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.
Fiscal Years Ended
December 27,
2015
December 28,
2014
December 29,
2013
Revenue:
Restaurant sales
94.6% 93.9% 93.6%
Franchise royalties and fees
5.4 6.1 6.4
Total revenue
100.0 100.0 100.0
Costs and expenses:
Restaurant operating costs:
Cost of sales
29.6 29.1 30.7
Labor
31.7 31.2 30.4
Operating
14.6 14.7 14.7
Occupancy
5.5 5.5 5.8
Depreciation and amortization
7.0 6.5 6.7
General and administrative
7.1 7.8 7.6
Preopening
0.8 0.9 1.2
Loss on asset disposals and impairment
0.4 0.3 0.3
Total costs and expenses
92.4 91.0 92.0
Income from operations
7.6 9.0 8.0
Interest and other income (expense)
(0.1
) — 0.1
Earnings before income taxes
7.5 8.9 8.0
Income tax expense
2.3 2.7 2.4
Net earnings including noncontrolling interests
5.2 6.2 5.6
Net income (loss) attributable to noncontrolling interests
— — —
Net earnings attributable to Buffalo Wild Wings
5.2% 6.2% 5.6%
30
The number of company-owned and franchised restaurants open are as follows:
As of
Dec 27,
2015
Dec 28,
2014
Dec 29,
2013
Company-owned restaurants 596 491 434
Franchised restaurants 579 591 559
The restaurant sales for company-owned and franchised restaurants are as follows (amounts in thousands):
Fiscal Years Ended
Dec 27,
2015
Dec 28,
2014
Dec 29,
2013
Company-owned restaurant sales $ 1,715,000 1,422,990 1,185,351
Franchised restaurant sales 1,928,195 1,858,116 1,619,526
Increases in comparable same-store sales at Buffalo Wild Wings locations in the United States and Canada are as follows
(based on restaurants operating at least fifteen months):
Fiscal Years Ended
Dec 27,
2015
Dec 28,
2014
Dec 29,
2013
Company-owned same-store sales 4.2% 6.5% 3.9%
Franchised same-store sales 2.5% 5.6% 3.3%
The annual average prices paid per pound for chicken wings for company-owned Buffalo Wild Wings restaurants are as
follows:
Fiscal Years Ended
Dec 27,
2015
Dec 28,
2014
Dec 29,
2013
Average price per pound $ 1.83 1.55 1.76
The following comparisons of 2015 to 2014 and 2014 to 2013 includes results of operations of Buffalo Wild Wings
®
, R
Taco™ and PizzaRev
®
restaurants. Any impact from R Taco and PizzaRev is immaterial unless separately noted. There were
no R Taco and PizzaRev restaurants in fiscal year 2013.
Fiscal Year 2015 Compared to Fiscal Year 2014
Restaurant sales increased by $292.0 million, or 20.5%, to $1.7 billion in 2015 from $1.4 billion in 2014. The increase in
restaurant sales was due to a $240.9 million increase associated with 107 company-owned restaurants that opened or were
acquired in 2015 and the company-owned restaurants that opened or were acquired before 2015 and did not meet the criteria
for same-store sales for all, or part, of the year. A same-store sales increase of 4.2% accounted for $51.1 million of the increase
in restaurant sales.
Franchise royalties and fees increased by $4.5 million, or 4.8%, to $97.7 million in 2015 from $93.2 million in 2014. The
increase was primarily due to royalties related to additional sales at the franchised Buffalo Wild Wings restaurants that opened
in 2015 and an increase in same-store sales for franchised restaurants of 2.5% in 2015, partially offset by the decrease in
number of franchised restaurants. The decrease in the number of franchised restaurants is primarily due to the company's
acquisitions of franchised restaurants.
Cost of sales increased by $93.9 million, or 22.7%, to $507.8 million in 2015 from $413.9 million in 2014, due primarily
to more restaurants being operated in 2015. Cost of sales as a percentage of restaurant sales increased to 29.6% during 2015
31
from 29.1% in 2014, primarily due to higher chicken wing prices. In 2015, chicken wings averaged $1.83 per pound, which
was an 18.1% increase compared to 2014.
Labor expenses increased by $98.6 million, or 22.2%, to $542.8 million in 2015 from $444.2 million in 2014 due
primarily to more restaurants being operated in 2015. Labor expenses as a percentage of restaurant sales increased to 31.7% in
2015 compared to 31.2% in 2014. Cost of labor as a percentage of restaurant sales increased primarily due to our addition of
Guest Experience Captains during the last year and increases in wage rates and benefit costs.
Operating expenses increased by $41.2 million, or 19.6%, to $250.8 million in 2015 from $209.6 million in 2014 due
primarily to more restaurants being operated in 2015. Operating expenses as a percentage of restaurant sales decreased to
14.6% in 2015 from 14.7% in 2014. Advertising and marketing expense decreased as a percentage of restaurant sales, which
was partially offset by an increase in repair and maintenance expense.
Occupancy expenses increased by $15.6 million, or 19.8%, to $94.6 million in 2015 from $78.9 million in 2014 due
primarily to more restaurants being operated in 2015. Occupancy expenses as a percentage of restaurant sales remained
consistent at 5.5% in 2015 and 2014.
Depreciation and amortization increased by $29.0 million, or 29.5%, to $127.5 million in 2015 from $98.5 million in
2014. The increase was primarily due to the additional depreciation related to the 105 additional company-owned restaurants
compared to 2014. Depreciation and amortization expense as a percentage of total revenue increased to 7.0% in 2015 from
6.5% in 2014 due to an increase in amortization of reacquired franchise rights and higher depreciation related to capital leases.
General and administrative expenses increased by $11.1 million, or 9.4%, to $129.1 million in 2015 from $118.0 million
in 2014 primarily due to additional headcount. General and administrative expenses as a percentage of total revenue decreased
to 7.1% in 2015 from 7.8% in 2014. Exclusive of stock-based compensation, our general and administrative expenses
decreased to 6.4% of total revenue in 2015 from 6.8% in 2014. This decrease was primarily due to a decrease in incentive
compensation expense as a percentage of revenue.
Preopening costs increased by $0.6 million to $14.2 million in 2015 from $13.5 million in 2014. In 2015, we incurred
costs of $13.6 million for 52 new company-owned restaurants and costs of $600,000 for restaurants that will open in 2016. In
2014, we incurred costs of $13.1 million for 48 new company-owned restaurants and costs of $300,000 for restaurants that
opened in 2015. Average preopening cost per new company-owned Buffalo Wild Wings restaurant in 2015 and 2014 was
$271,000 and $299,000, respectively.
Loss on asset disposals and impairment increased by $3.6 million to $7.5 million in 2015 from $3.8 million in 2014. The
expense in 2015 represented the impairment of three underperforming restaurants of $1.5 million, closure costs for two closed
or relocated restaurants of $503,000, the write-off of acquired PizzaRev franchise licenses of $596,000, and the write-off of
miscellaneous equipment and disposals due to remodels. The expense in 2014 represented the impairment of the assets of three
underperforming restaurants of $1.7 million, closure costs for five closed or relocated restaurants of $315,000, and the write-
off of miscellaneous equipment and disposals due to remodels partially offset by the gain on sale of one restaurant of $800,000.
Interest and other expenses increased by $2.0 million to $2.3 million in 2015 from $0.3 million in 2014. The increase was
primarily due to increased interest expense on our line of credit and interest expense related to capital leases and deemed
landlord financing obligations. Cash and marketable securities balances at the end of the year were $20.3 million in 2015
compared to $112.9 million in 2014.
Provision for income taxes decreased $0.1 million to $41.3 million in 2015 from $41.4 million in 2014. The effective tax
rate as a percentage of income before taxes decreased to 30.3% in 2015 from 30.5% in 2014. The rate decrease was primarily
due to higher employment-related Federal tax credits. We estimate our effective tax rate in 2016 will be about 31% based on
current tax law.
Fiscal Year 2014 Compared to Fiscal Year 2013
Restaurant sales increased by $237.6 million, or 20.0%, to $1.4 billion in 2014 from $1.2 billion in 2013. The increase in
restaurant sales was due to a $167.3 million increase associated with 63 company-owned restaurants that opened or were
acquired in 2014 and the company-owned restaurants that opened or were acquired before 2014 and did not meet the criteria
for same-store sales for all, or part, of the year. A same-store sales increase of 6.5% accounted for $70.3 million of the increase
in restaurant sales.
32
Franchise royalties and fees increased by $11.9 million, or 14.6%, to $93.2 million in 2014 from $81.4 million in 2013.
The increase was primarily due to royalties related to additional sales at 25 more franchised Buffalo Wild Wings restaurants in
operation at the end of the year compared to the prior year, and an increase in same-store sales for franchised restaurants of
5.6% in 2014.
Cost of sales increased by $50.1 million, or 13.8%, to $413.9 million in 2014 from $363.8 million in 2013, due primarily
to more restaurants being operated in 2014. Cost of sales as a percentage of restaurant sales decreased to 29.1% in 2014 from
30.7% in 2013. Cost of sales as a percentage of restaurant sales decreased primarily due to lower chicken wing prices and the
rollout of Wings by Portion. In 2014, chicken wings averaged $1.55 per pound, which was a 11.9% decrease compared to 2013.
Labor expenses increased by $83.9 million, or 23.3%, to $444.2 million in 2014 from $360.3 million in 2013 due
primarily to more restaurants being operated in 2014. Labor expenses as a percentage of restaurant sales increased to 31.2% in
2014 compared to 30.4% in 2013. Cost of labor as a percentage of restaurant sales increased primarily due to higher hourly
labor costs related to the implementation of our Guest Experience Business Model, minimum wage increases in Minnesota and
California, and higher bonus expense.
Operating expenses increased by $35.2 million, or 20.2%, to $209.6 million in 2014 from $174.3 million in 2013 due
primarily to more restaurants being operated in 2014. Operating expenses as a percentage of restaurant sales remained
consistent at 14.7% in 2014 and 2013. Repair and maintenance cost increases were partially offset by fewer pay-per-view
event purchases.
Occupancy expenses increased by $10.5 million, or 15.4%, to $78.9 million in 2014 from $68.4 million in 2013 due
primarily to more restaurants being operated in 2014. Occupancy expenses as a percentage of restaurant sales decreased to
5.5% in 2014 from 5.8% in 2013 primarily due to leveraging rent costs with the same-store sales increase.
Depreciation and amortization increased by $13.5 million, or 15.9%, to $98.5 million in 2014 from $85.0 million in 2013.
The increase was primarily due to the additional depreciation related to the 57 additional Buffalo Wild Wings and Emerging
Brands company-owned restaurants compared to 2013. Depreciation and amortization expense as a percentage of total revenue
decreased to 6.5% in 2014 from 6.7% in 2013 due primarily to leveraging costs with the same-store sales increase.
General and administrative expenses increased by $21.9 million, or 22.7%, to $118.0 million in 2014 from $96.2 million
in 2013 primarily due to additional headcount and higher stock-based compensation expense. General and administrative
expenses as a percentage of total revenue increased to 7.8% in 2014 from 7.6% in 2013. Exclusive of stock-based
compensation, our general and administrative expenses increased to 6.8% of total revenue in 2014 from 6.7% in 2013. This
increase was primarily due to higher technology project expenses and travel related costs.
Preopening costs decreased by $1.1 million to $13.5 million in 2014 from $14.6 million in 2013. In 2014, we incurred
costs of $13.1 million for 48 new company-owned Buffalo Wild Wings and Emerging Brands restaurants and costs of $300,000
for restaurants that will open in 2015. In 2013, we incurred costs of $13.7 million for 52 new company-owned restaurants and
costs of $943,000 for restaurants that opened in 2014. Average preopening cost per new company-owned Buffalo Wild Wings
restaurant in 2014 and 2013 was $299,000 and $290,000, respectively.
Loss on asset disposals and impairment increased by $565,000 to $3.8 million in 2014 from $3.3 million in 2013. The
expense in 2014 represented the impairment of three underperforming restaurants of $1.7 million, closure costs for five closed
or relocated restaurants of $315,000, and the write-off of miscellaneous equipment and disposals due to remodels partially
offset by the gain on sale of one restaurant of $800,000. The expense in 2013 represented the impairment of the assets of two
restaurants of $1.1 million and the write-off of miscellaneous equipment and disposals due to remodels.
Interest income and other income (expense) decreased by $991,000 to an expense of $317,000 in 2014 from income of
$674,000 in 2013. Our investments were in short-term municipal securities and our deferred compensation investments were
primarily in mutual funds. The decrease in investment income was primarily due to lower gains on investments held for our
deferred compensation plan and a loss on our minority investment in Pie Squared Holdings. Cash and marketable securities
balances at the end of the year were $112.9 million in 2014 compared to $65.1 million in 2013.
Provision for income taxes increased $11.4 million to $41.4 million in 2014 from $30.0 million in 2013. The effective tax
rate as a percentage of income before taxes increased to 30.5% in 2014 from 29.5% in 2013. The rate increase was primarily
due to the favorable impact of the American Taxpayer Relief Act of 2012, which was enacted in 2013, on the tax rate in 2013.
33
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; share repurchases; and other
general business needs. We fund these expenses, except for acquisitions of businesses and investments in affiliates, primarily
with cash from operations. Depending on the size of the transaction, acquisitions of businesses or investments in affiliates
would generally be funded from cash and marketable securities balances or using our line of credit. Our cash and marketable
securities balance at December 27, 2015 was $20.3 million. Our marketable securities balance consists of mutual funds held for
our deferred compensation plan.
During fiscal 2015, 2014, and 2013, net cash provided by operating activities was $237.3 million, $217.9 million, and
$179.4 million, respectively. Net cash provided by operating activities in 2015 consisted primarily of net earnings adjusted for
non-cash expenses and an increase in accrued expenses partially offset by an increase in refundable income taxes. The increase
in accrued expenses was primarily due to higher withholdings on restricted stock units and higher wages payable. The increase
in refundable income taxes was due to the enactment of the Protecting Americans from Tax Hikes (PATH) Act of 2015.
Net cash provided by operating activities in 2014 consisted primarily of net earnings adjusted for non-cash expenses and
an increase in accrued expenses and accounts payable. The increase in accrued expenses was primarily due to higher payroll-
related costs including higher incentive compensation and wages. The increase in accounts payable was primarily due to timing
of payments.
Net cash provided by operating activities in 2013 consisted primarily of net earnings adjusted for non-cash expenses and
an increase in accrued expenses and income taxes. The increase in accrued expenses was primarily due to higher payroll-related
costs including higher incentive compensation and wages. The increase in income taxes was primarily due to timing of
payments.
Net cash used in investing activities for 2015, 2014, and 2013, was $365.2 million, $179.0 million, and $145.7 million,
respectively. Investing activities for 2015 included $172.5 million for acquisitions of property and equipment related to the
additional company-owned restaurants and restaurants under construction and $203.6 million for the acquisitions of businesses.
Investing activities for 2014 included $137.5 million for acquisitions of property and equipment related to the additional
company-owned restaurants and restaurants under construction and $30.6 million for the acquisitions of businesses and
investments in affiliates. Investing activities for 2013 included $138.7 million for acquisitions of property and equipment
related to the additional company-owned restaurants and restaurants under construction and $10.3 million for the acquisition of
businesses and investments in affiliates. In 2015, 2014, and 2013, we opened or purchased 107, 57, and 55 restaurants,
respectively. In 2016, we expect capital expenditures of approximately $200 million, which does not include franchise
acquisitions or emerging brand investments. In 2015, we purchased $12.3 million of marketable securities and received
proceeds of $23.3 million as investments in marketable securities matured or were sold. In 2014, we purchased $23.0 million of
marketable securities and received proceeds of $12.0 million as investments in marketable securities matured or were sold. In
2013, we received proceeds of $3.3 million as investments in marketable securities matured or were sold.
Net cash provided by (used in) financing activities for 2015, 2014, and 2013, was $45.5 million, $(1.9) million, and $3.0
million, respectively. Net cash provided by financing activities for 2015 resulted primarily from net proceeds from our line of
credit of $34.5 million, and short-term borrowings from our national advertising and gift card funds of $36.2 million, partially
offset by repurchases of our common stock of $25.0 million. Net cash used in financing activities for 2014 resulted primarily
from tax payments for restricted stock units of $7.5 million partially offset by the issuance of common stock for options
exercised and employee stock purchases of $3.0 million and excess tax benefits from stock issuances of $2.5 million. Net cash
provided by financing activities for 2013 resulted primarily from the issuance of common stock for options exercised and
employee stock purchases of $2.5 million and excess tax benefits from stock issuances of $5.5 million partially offset by tax
payments for restricted stock units of $4.9 million. No additional funding from the issuance of common stock (other than from
the exercise of options and employee stock purchases) is anticipated in 2016. We anticipate repurchasing $100 million of
common stock in 2016.
Our liquidity is impacted by minimum cash payment commitments resulting from operating lease obligations for our
restaurants and our corporate offices. Lease terms are generally 10 to 15 years with renewal options and generally require us to
pay a proportionate share of real estate taxes, insurance, common area maintenance and other operating costs. Some restaurant
34
leases provide for contingent rental payments based on sales thresholds. We own the buildings in which 24% of our company-
owned restaurants operate.
The following table presents a summary of our contractual operating lease obligations, capital lease obligations, financing
obligations and commitments as of December 27, 2015:
Payments Due By Period
(in thousands)
Total
Less than
one year 1-3 years 3-5 years
After 5
years
Operating lease obligations
$ 726,064 81,269 155,251 131,453 358,091
Capital lease obligations 50,363 4,779 9,665 9,939 25,980
Deemed landlord financing obligations
8,547 747 1,516 1,549 4,735
Commitments for restaurants under
development
42,563 1,926 5,804 5,842 28,991
Total
$ 827,537 88,721 172,236 148,783 417,797
We believe the cash flows from our operating activities and our balance of cash and marketable securities will be
sufficient to fund our operations and building commitments and meet our obligations in the foreseeable future. We have a $200
million unsecured revolving credit facility to allow us to remain nimble for future acquisitions of businesses, investments in
affiliates, and share repurchases. There is a commitment fee on the average unused portion of the facility at a rate per annum
between 0.125% and 0.200%, which is dependent on our consolidated total leverage ratio. Our future cash outflows related to
income tax uncertainties amounted to $1.1 million as of December 27, 2015. These amounts were 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 December 27, 2015 and December 28, 2014, we had no off-balance sheet arrangements or transactions other
than contractual lease obligations.
Recent Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09,
“Revenue with Contracts from Customers.” 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. The updated guidance is effective for interim and annual periods
beginning after December 15, 2017 and early adoption is permitted only for interim and annual periods beginning after
December 15, 2016. We are currently evaluating the impact of the updated guidance on our consolidated financial statements.
In February 2015, the FASB issued ASU 2015-02, "Consolidation: Amendments to the Consolidation Analysis." ASU
2015-02 modifies the analysis that must be performed to determine whether a reporting entity should consolidate certain types
of legal entities. The updated guidance is effective for interim and annual periods beginning after December 15, 2015, and early
adoption is permitted. We are currently evaluating the impact of the updated guidance on our consolidated financial statements.
In April 2015, the FASB issued ASU 2015-05, "Intangibles - Goodwill and Other - Internal-Use Software: Customer's
Accounting for Fees Paid in a Cloud Computing Arrangement." ASU 2015-05 provides guidance related to a customer's
accounting for fees paid in a cloud computing arrangement. The updated guidance is effective for interim and annual periods
beginning after December 15, 2015, and early adoption is permitted. We do not believe the adoption of ASU 2015-05 will have
a significant impact on our consolidated financial statements.
In November 2015, the FASB issued ASU 2015-17, “Income Taxes: Balance Sheet Classification of Deferred Taxes.”
ASU 2015-17 requires that deferred income tax liabilities and assets be classified as non-current in a statement of financial
position. The Company elected early adoption of this guidance for the fiscal year ended December 27, 2015, on a prospective
basis. The adoption of this ASU allows the Company to simplify its presentation of deferred income tax liabilities and assets.
Prior periods were not retrospectively adjusted.
35
In February 2016, the FASB issued ASU 2016-02, “Leases.” ASU 2016-02 requires that lease arrangements longer than
12 months result in an entity recognizing 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 have not evaluated the impact of the updated guidance
on our consolidated financial statements.
We reviewed all other significant newly-issued accounting pronouncements and concluded that they either are not
applicable to our operations or that no material effect is expected on our consolidated financial statements as a result of future
adoption.
Impact of Inflation
In the last three years we have not operated in a period of high general inflation; however, the cost of commodities, labor,
certain utilities and building costs have generally increased or experienced price volatility. Our restaurant operations are subject
to federal and state minimum wage laws and other laws governing such matters as working conditions, overtime and tip credits.
Significant numbers of our food service personnel are paid at rates related to the federal and/or state minimum wage and,
accordingly, increases in the minimum wage have increased our labor costs in the last three years. In addition, costs associated
with our operating leases, such as taxes, maintenance, repairs and insurance, are often subject to upward pressure. To the extent
permitted by competition, we have mitigated increased costs by increasing menu prices and may continue to do so if deemed
necessary in future years.
Quarterly Results of Operations
The following table sets forth, by quarter, the unaudited quarterly results of operations for the two most recent years, as
well as the same data expressed as a percentage of our total revenue for the periods presented. Restaurant operating costs are
expressed as a percentage of restaurant sales. The information for each quarter is unaudited and we have prepared it on the
same basis as the audited financial statements appearing elsewhere in this document. In the opinion of management, all
necessary adjustments, consisting only of normal recurring adjustments, have been included to present fairly the unaudited
quarterly results. All amounts, except per share amounts, are expressed in thousands.
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 new restaurant openings and related
preopening expenses, asset impairment charges, store closing charges, general economic conditions, and stock-based
compensation. As a result, our results of operations are not necessarily indicative of the results that may be achieved for any
future period.
36
Results of Quarterly Operations (unaudited) (amounts in thousands except per share data)
Mar 30,
2014
Jun 29,
2014
Sep 28,
2014
Dec 28,
2014
Mar 29,
2015
Jun 28,
2015
Sep 27,
2015
Dec 27,
2015
Revenue:
Restaurant sales
344,945 343,141 350,524 384,380 414,972 401,860 431,763 466,405
Franchise royalties and fees
22,910 22,853 22,934 24,536 25,614 24,527 23,763 23,818
Total revenue
367,855 365,994 373,458 408,916 440,586 426,387 455,526 490,223
Costs and expenses:
Restaurant operating costs:
Cost of sales
97,487 96,837 101,886 117,680 125,677 117,843 126,878 137,414
Labor
105,334 107,432 111,897 119,569 130,394 129,294 138,897 144,262
Operating
49,038 50,017 52,364 58,164 58,551 56,822 63,343 72,039
Occupancy
18,969 19,283 19,796 20,883 21,990 22,354 24,210 26,015
Depreciation and
amortization
22,832 23,746 24,776 27,100 28,069 29,208 33,610 36,616
General and administrative
28,156 30,223 27,784 31,875 30,522 33,701 33,714 31,196
Preopening
2,578 2,197 3,594 5,175 1,270 3,204 4,777 4,903
Loss on asset disposals and
impairment
787 1,211 1,371 458 605 2,306 1,269 3,282
Total costs and expenses
325,181 330,946 343,468 380,904 397,078 394,732 426,698 455,727
Income from operations
42,674 35,048 29,990 28,012 43,508 31,655 28,828 34,496
Interest and other income
(expense)
(127) 235
(236
)
(189
)
(75
) 41
(1,400
)
(912
)
Earnings before income
taxes
42,547 35,283 29,754 27,823 43,433 31,696 27,428 33,584
Income tax expense
14,231 11,580 8,001 7,540 14,448 10,264 8,261 8,292
Net earnings including
noncontrolling interests
28,316 23,703 21,753 20,283 28,985 21,432 19,167 25,292
Net income (loss)
attributable to noncontrolling
interests
— — —
(39
)
(78
)
(67
)
(69
) 21
Net earnings attributable to
Buffalo Wild Wings
28,316 23,703 21,753 20,322 29,063 21,499 19,236 25,271
Earnings per common share
– basic
1.50 1.25 1.15 1.07 1.53 1.13 1.01 1.33
Earnings per common share
– diluted
1.49 1.25 1.14 1.07 1.52 1.12 1.00 1.32
Weighted average shares
outstanding – basic
18,873 18,904 18,923 18,931 18,993 19,003 19,022 19,036
Weighted average shares
outstanding – diluted
18,953 18,981 19,021 19,051 19,074 19,113 19,167 19,173
37
Results of Quarterly Operations (unaudited)
Mar 30,
2014
Jun 29,
2014
Sep 28,
2014
Dec 28,
2014
Mar 29,
2015
Jun 28,
2015
Sep 27,
2015
Dec 27,
2015
Revenue:
Restaurant sales
93.8% 93.8% 93.9% 94.0% 94.2% 94.2% 94.8% 95.1%
Franchise royalties and fees
6.2 6.2 6.1 6.0 5.8 5.8 5.2 4.9
Total revenue
100.0 100.0 100.0 100.0 100.0 100.0 100.0 100.0
Costs and expenses:
Restaurant operating costs:
Cost of sales
28.3 28.2 29.1 30.6 30.3 29.3 29.4 29.5
Labor
30.5 31.3 31.9 31.1 31.4 32.2 32.2 30.9
Operating
14.2 14.6 14.9 15.1 14.1 14.1 14.7 15.4
Occupancy
5.5 5.6 5.6 5.4 5.3 5.6 5.6 5.6
Depreciation and
amortization
6.2 6.5 6.6 6.6 6.4 6.9 7.4 7.5
General and administrative
7.7 8.3 7.4 7.8 6.9 7.9 7.4 6.4
Preopening
0.7 0.6 1.0 1.3 0.3 0.8 1.0 1.0
Loss on asset disposals and
impairment
0.2 0.3 0.4 0.1 0.1 0.5 0.3 0.7
Total costs and expenses
88.4 90.4 92.0 93.1 90.1 92.6 93.7 93.0
Income from operations
11.6 9.6 8.0 6.9 9.9 7.4 6.3 7.0
Interest and other income
(expense)
0.0 0.1
(0.1
) 0.0 — —
(0.3
)
(0.2
)
Earnings before income
taxes
11.6 9.6 8.0 6.8 9.9 7.4 6.0 6.9
Income tax expense
3.9 3.2 2.1 1.8 3.3 2.4 1.8 1.7
Net earnings including
noncontrolling interests
7.7 6.5 5.8 5.0 6.6 5.0 4.2 5.2
Net income (loss)
attributable to noncontrolling
interests
— — — 0.0
(0.0
)
(0.0
)
(0.0
) 0.0
Net earnings attributable to
Buffalo Wild Wings
7.7% 6.5% 5.8% 5.0% 6.6% 5.0% 4.2% 5.2%
38
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risk related to our cash balances held in foreign countries. Changes in interest rates affect the
investment income we earn on our cash balances and, therefore, impact our cash flows and results of operations. We also have
trading 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 December 27,
2015, we had an outstanding balance of $34.5 million under the facility. An 11 basis point increase, which is equivalent to a
10% increase in our interest rates for 2015, would have increased interest expense by approximately $34,000 for fiscal 2015.
Financial Instruments
Financial instruments that potentially subject us to concentrations of credit risk consist principally of municipal
securities and commercial paper. We do not believe there is a significant risk of non-performance by these municipalities
because of our investment policy restrictions as to acceptable investment vehicles.
Inflation
The primary inflationary factors affecting our operations are food, labor, restaurant operating and building costs.
Substantial increases in these costs in any country that we operate in 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. Many of our leases require us to pay taxes, maintenance, repairs, insurance and utilities, all of
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. The primary food product used by company-owned and
franchised restaurants is chicken wings. We work to counteract the effect of the volatility of 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. Chicken wings accounted for approximately 25%, 23%, and 25% of our cost of sales in
2015, 2014, and 2013, respectively, with an annual average price per pound of $1.83, $1.55, and $1.76, respectively. 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. Thus, a 10% increase in the chicken wing costs for 2015
would have increased restaurant cost of sales by, at a maximum, $12.9 million for fiscal 2015. Additional information related to
chicken wing prices and our approaches to managing the volatility thereof is included in Item 7 under “Results of Operations.”
39
ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
For supplemental information regarding quarterly results of operations, refer to Item 7, “Results of Quarterly
Operations.”
BUFFALO WILD WINGS, INC.
Index to Consolidated Financial Statements
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets as of December 27, 2015 and December 28, 2014
Consolidated Statements of Earnings for the Fiscal Years Ended December 27, 2015, December 28, 2014,
and December 29, 2013
Consolidated Statements of Comprehensive Income for the Fiscal Years Ended December 27, 2015,
December 28, 2014, and December 29, 2013
Consolidated Statements of Total Equity for the Fiscal Years Ended December 27, 2015, December 28,
2014, and December 29, 2013
Consolidated Statements of Cash Flows for the Fiscal Years Ended December 27, 2015, December 28, 2014,
and December 29, 2013
Notes to Consolidated Financial Statements
40
41
42
42
43
44
45
40
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Buffalo Wild Wings, Inc.:
We have audited the accompanying consolidated balance sheets of Buffalo Wild Wings, Inc. and subsidiaries as of December 27,
2015 and December 28, 2014, and the related consolidated statements of earnings, comprehensive income, total equity, and cash
flows for each of the fiscal years in the three-year period ended December 27, 2015. These consolidated financial statements are
the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial
statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position
of Buffalo Wild Wings, Inc. and subsidiaries as of December 27, 2015 and December 28, 2014, and the results of their operations
and their cash flows for each of the fiscal years in the period ended December 27, 2015, in conformity with U.S. generally
accepted accounting principles.
As discussed in Note 1 to the consolidated financial statements, the Company adopted ASU No. 2015-17, Balance Sheet
Classification of Deferred Taxes, in fiscal 2015 which requires that deferred tax assets and liabilities be classified as noncurrent
in the statement of financial position.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
Buffalo Wild Wings, Inc. and subsidiaries internal control over financial reporting as of December 27, 2015, based on criteria
established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO), and our report dated February 25, 2016 expressed an adverse opinion on the effectiveness of the
Company’s internal control over financial reporting.
/s/ KPMG LLP
Minneapolis, Minnesota
February 25, 2016
41
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 27, 2015 and December 28, 2014
(Dollar amounts in thousands)
December 27,
2015
December 28,
2014
Assets
Current assets:
Cash and cash equivalents
$ 11,220 93,329
Marketable securities
9,043 19,547
Accounts receivable, net of allowance of $25 and $25
34,087 28,322
Inventory
15,351 11,893
Prepaid expenses
6,386 4,215
Refundable income taxes
21,591 9,779
Deferred income taxes
— 15,807
Restricted assets
100,073 81,037
Total current assets
197,751 263,929
Property and equipment, net
604,712 494,401
Reacquired franchise rights, net
129,282 37,631
Other assets
26,536 19,399
Goodwill
114,101 38,106
Total assets
$ 1,072,382 853,466
Liabilities and Stockholders’ Equity
Current liabilities:
Unearned franchise fees
$ 2,144 2,099
Accounts payable
44,760 37,241
Accrued compensation and benefits
55,578 59,161
Accrued expenses
21,678 16,573
Current portion of long-term debt and capital lease obligations
2,147 —
Current portion of deferred lease credits
59 743
Amounts due to restricted funds
36,179 —
System-wide payables
101,078 79,668
Total current liabilities
263,623 195,485
Long-term liabilities:
Other liabilities
16,473 6,388
Deferred income taxes
23,726 39,815
Long-term debt and capital lease obligations, net of current portion
70,954 —
Deferred lease credits, net of current
41,869 37,479
Total liabilities
416,645 279,167
Commitments and contingencies (notes 7 and 16)
Stockholders’ equity:
Undesignated stock, 1,000,000 shares authorized, none issued
— —
Common stock, no par value. Authorized 44,000,000 shares; issued and outstanding 18,917,776 and
18,937,131, respectively
160,353 148,114
Retained earnings
499,085 427,695
Accumulated other comprehensive loss
(4,094) (2,096)
Total stockholders' equity
655,344 573,713
Noncontrolling interest
393 586
Total equity
655,737 574,299
Total liabilities and equity
$ 1,072,382 853,466
See accompanying notes to consolidated financial statements.
42
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
Fiscal years ended December 27, 2015, December 28, 2014, and December 29, 2013
(Amounts in thousands except per share data)
Fiscal years ended
December 27,
2015
December 28,
2014
December 29,
2013
Revenue:
Restaurant sales
$ 1,715,000 1,422,990 1,185,351
Franchise royalties and fees
97,722 93,233 81,368
Total revenue
1,812,722 1,516,223 1,266,719
Costs and expenses:
Restaurant operating costs:
Cost of sales
507,812 413,890 363,755
Labor
542,847 444,232 360,302
Operating
250,755 209,583 174,338
Occupancy
94,569 78,931 68,394
Depreciation and amortization
127,503 98,454 84,978
General and administrative
129,133 118,038 96,182
Preopening
14,154 13,544 14,647
Loss on asset disposals and impairment
7,462 3,827 3,262
Total costs and expenses
1,674,235 1,380,499 1,165,858
Income from operations
138,487 135,724 100,861
Interest and other income (expense)
(2,346) (317) 674
Earnings before income taxes
136,141 135,407 101,535
Income tax expense
41,265 41,352 29,981
Net earnings including noncontrolling interests
94,876 94,055 71,554
Net income (loss) attributable to noncontrolling interests
(193) (39) —
Net earnings attributable to Buffalo Wild Wings
$ 95,069 94,094 71,554
Earnings per common share – basic
$ 5.00 4.98 3.81
Earnings per common share – diluted
$ 4.97 4.95 3.79
Weighted average shares outstanding – basic
19,013 18,908 18,770
Weighted average shares outstanding – diluted
19,131 19,002 18,872
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Net earnings including noncontrolling interests
$ 94,876 94,055 71,554
Other comprehensive income (loss):
Foreign currency translation adjustments, net of tax
(1,998) (1,100) (871)
Other comprehensive income (loss), net of tax
(1,998) (1,100) (871)
Comprehensive income including noncontrolling interest
92,878 92,955 70,683
Comprehensive income (loss) attributable to the noncontrolling interest (193) (39) —
Comprehensive income attributable to Buffalo Wild Wings $ 93,071 92,994 70,683
See accompanying notes to consolidated financial statements.
43
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF TOTAL EQUITY
Fiscal years ended December 27, 2015, December 28, 2014, and December 29, 2013
(Dollar amounts in thousands)
Buffalo Wild Wings Stockholders' Equity
Common Stock Retained
Accumulated
Other
Comprehensive Stockholders' Noncontrolling
Shares Amount Earnings (Loss) Income Equity Interest Total
Balance at December 30, 2012
18,623,370 $ 121,450 262,047 (125) 383,372 — $ 383,372
Net earnings
— — 71,554 — 71,554 — 71,554
Other comprehensive loss
— — — (871) (871) —
(871
)
Shares issued under employee stock
purchase plan
26,612 1,839 — — 1,839 — 1,839
Shares issued from restricted stock
units
177,041 — — — — — —
Units effectively repurchased for
required employee withholding taxes
(61,312) (7,728) — — (7,728) —
(7,728
)
Exercise of stock options
37,952 675 — — 675 — 675
Excess tax benefit from stock issued
— 5,471 — — 5,471 — 5,471
Stock-based compensation
— 11,496 — — 11,496 — 11,496
Balance at December 29, 2013
18,803,663 133,203 333,601 (996) 465,808 — 465,808
Net earnings
— — 94,094 — 94,094 (39) 94,055
Other comprehensive loss
— — — (1,100) (1,100) —
(1,100
)
Shares issued under employee stock
purchase plan
17,040 2,081 — — 2,081 — 2,081
Shares issued from restricted stock
units
144,001 — — — — — —
Units effectively repurchased for
required employee withholding taxes
(55,538) (4,874) — — (4,874) —
(4,874
)
Exercise of stock options
27,965 951 — — 951 — 951
Excess tax benefit from stock issued
— 2,500 — — 2,500 — 2,500
Stock-based compensation
— 14,253 — — 14,253 — 14,253
Noncontrolling interest resulting
from acquisition
625 625
Balance at December 28, 2014
18,937,131 148,114 427,695 (2,096) 573,713 586 574,299
Net earnings
— — 95,069 — 95,069 (193) 94,876
Other comprehensive loss
— — — (1,998) (1,998) —
(1,998
)
Shares issued under employee stock
purchase plan
18,510 2,390 — — 2,390 — 2,390
Shares issued from restricted stock
units
103,112 — — — — — —
Units effectively repurchased for
required employee withholding taxes
(41,610) (10,860) — — (10,860) —
(10,860
)
Exercise of stock options
56,256 2,964 — — 2,964 — 2,964
Excess tax benefit from stock issued
— 5,455 — — 5,455 — 5,455
Stock-based compensation
— 13,611 — — 13,611 — 13,611
Repurchase of common stock
(155,623) (1,321) (23,679) — (25,000) —
(25,000
)
Balance at December 27, 2015
18,917,776 $ 160,353 499,085 (4,094) 655,344 393 $ 655,737
See accompanying notes to consolidated financial statements.
44
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Fiscal years ended December 27, 2015, December 28, 2014, and December 29, 2013
(Dollar amounts in thousands)
Fiscal years ended
December 27,
2015
December 28,
2014
December 29,
2013
Cash flows from operating activities:
Net earnings including noncontrolling interest
$ 94,876 94,055 71,554
Adjustments to reconcile net earnings to cash provided by operations:
Depreciation
120,060 93,773 79,881
Amortization
7,443 4,681 5,097
Loss on asset disposals and impairment
7,462 3,827 3,253
Deferred lease credits
4,052 4,331 5,247
Deferred income taxes
(281) (3,946) (2,209)
Stock-based compensation
13,647 14,253 11,496
Excess tax benefit from stock issuance
(5,455) (2,500) (5,471)
Loss on investments in affiliates
687 — —
Change in operating assets and liabilities, net of effect of acquisitions:
Trading securities
(495) (972) (1,287)
Accounts receivable
(4,313) (3,443) (2,012)
Inventory
(2,407) (2,178) (1,581)
Prepaid expenses
(691) 383 (647)
Other assets
(6,381) (139) (1,218)
Unearned franchise fees
100 191 55
Accounts payable
4,445 5,343 (1,467)
Income taxes
(6,356) (2,948) 5,264
Accrued expenses
10,867 13,155 13,405
Net cash provided by operating activities
237,260 217,866 179,360
Cash flows from investing activities:
Acquisition of property and equipment
(172,548) (137,466) (138,735)
Acquisition of businesses/investments in affiliates
(203,642) (30,572) (10,288)
Purchase of marketable securities
(12,301) (22,991) —
Proceeds from marketable securities
23,300 12,000 3,282
Net cash used in investing activities
(365,191) (179,029) (145,741)
Cash flows from financing activities:
Proceeds from line of credit
352,678 — 5,000
Repayments of line of credit
(318,148) — (5,000)
Borrowings from restricted funds
36,179 — —
Repurchases of common stock
(25,000) — —
Other financing activities
(3,173) — —
Issuance of common stock
5,355 3,032 2,514
Excess tax benefit from stock issuance
5,455 2,500 5,471
Tax payments for restricted stock units
(7,847) (7,474) (4,946)
Net cash provided by (used in) financing activities
45,499 (1,942) 3,039
Effect of exchange rate changes on cash and cash equivalents
323 (1,068) (496)
Net increase (decrease) in cash and cash equivalents
(82,109) 35,827 36,162
Cash and cash equivalents at beginning of year
93,329 57,502 21,340
Cash and cash equivalents at end of year
$ 11,220 93,329 57,502
See accompanying notes to consolidated financial statements.
45
BUFFALO WILD WINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
December 27, 2015 and December 28, 2014
(Dollar amounts in thousands, except per-share amounts)
(1) Nature of Business and Summary of Significant Accounting Policies
(a) Nature of Business
References in these financial statement footnotes to “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
®
, R Taco™, and PizzaRev
®
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.
We have company-owned or franchised restaurants in all 50 states and two Canadian provinces. Our franchised
restaurants also operate in Mexico, Saudi Arabia, Philippines, and United Arab Emirates.
At December 27, 2015, December 28, 2014, and December 29, 2013, we operated 596, 491, and 434 company-owned
restaurants, respectively, and had 579, 591, and 559 franchised restaurants, respectively.
(b) Principles of Consolidation
The consolidated financial statements include the accounts of Buffalo Wild Wings, Inc. and its wholly and majority
owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.
Our franchise and license arrangements provide our franchisee and licensee entities the power to direct the activities that
most significantly impact their economic performance; therefore, we do not consider ourselves to be the primary beneficiary of
any such entity that might be a variable interest entity. The renewal option terms in certain of our operating lease agreements
give us a variable interest in the lessor entity, however we have concluded that we do not have the power to direct the activities
that most significantly impact the lessor entities’ economic performance and as a result do not consider ourselves to be the
primary beneficiary of such entities.
(c) Accounting Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses
during the reporting period. Examples include, but are not limited to, estimates for valuation of long-lived assets and store-
closing reserves, business combinations, self-insurance liability, lessee involvement in construction, and stock-based
compensation. Actual results could differ from those estimates.
(d) Fiscal Year
We utilize a 52- or 53-week accounting period that ends on the last Sunday in December. Each of the fiscal years ended
December 27, 2015, December 28, 2014, and December 29, 2013 were comprised of 52 weeks. Our next 53-week year will be
the fiscal year ended December 31, 2017.
(e) Cash and Cash Equivalents
Cash and cash equivalents include highly liquid investments with original maturities of three months or less.
(f) Marketable Securities
Marketable securities consist of available-for-sale securities and trading securities that are carried at fair value.
Available-for-sale securities are classified as current assets based upon our intent and ability to use any and all of the
securities as necessary to satisfy the operational requirements of our business. Realized gains and losses from the sale of
46
available-for-sale securities were not material for fiscal 2015, 2014, and 2013. Unrealized losses are charged against net
earnings when a decline in fair value is determined to be other than temporary.
Trading securities are stated at fair value, with gains or losses resulting from changes in fair value recognized currently
in earnings as investment income. We have funded a deferred compensation plan using trading assets in a marketable equity
portfolio. This portfolio is held to generate returns that seek to offset changes in liabilities related to the equity market risk of
certain deferred compensation arrangements. These deferred compensation liabilities were $8,958 and $8,360 as of
December 27, 2015 and December 28, 2014, respectively, and are included in accrued compensation and benefits in the
accompanying consolidated balance sheets.
(g) Accounts Receivable
Accounts receivable consists primarily of credit card receivables, franchise royalties, contractually-determined
receivables for leasehold improvements, and vendor allowances. Cash flows related to accounts receivable are classified in net
cash provided by operating activities in the Consolidated Statements of Cash Flows.
(h) Inventories
Inventories are stated at the lower of cost or market. Cost is determined by the first-in, first-out (FIFO) method. Cash
flows related to inventory sales are classified in net cash provided by operating activities in the Consolidated Statements of
Cash Flows.
We purchase products from a number of suppliers and believe there are alternative suppliers. We have minimum
purchase commitments from some of our vendors but the terms of the contracts and nature of the products are such that
purchase requirements do not create a market risk. The primary food product used by company-owned and franchised
restaurants is chicken wings. The price we pay for chicken wings is determined based on the average of the previous month’s
wing market plus mark-up for processing and distribution. If the monthly average 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.
For fiscal 2015, 2014, and 2013, chicken wings were 25%, 23%, and 25%, respectively, of cost of sales.
(i) Property and Equipment
Property and equipment are recorded at cost. Leasehold improvements, which include the cost of improvements funded
by landlord incentives or allowances, are amortized using the straight-line method over the lesser of the term of the lease,
without consideration of renewal options, or the estimated useful lives of the assets, which typically range from five to ten
years. Leasehold improvements related to remodels are depreciated using the straight-line method over the estimated useful
life, which is typically five years. Buildings are depreciated using the straight-line method over the estimated useful life, which
ranges from 10 to 40 years. Furniture and equipment are depreciated using the straight-line method over the estimated useful
lives of the assets, which range from two to eight years. Maintenance and repairs are expensed as incurred. Upon retirement or
disposal of assets, the cost and accumulated depreciation are eliminated from the respective accounts and the related gains or
losses are credited or charged to earnings.
We review property and equipment, along with other long-lived assets, quarterly to determine if triggering events have
occurred which would require a test to determine if the carrying value of these assets may not be recoverable based on
estimated future undiscounted cash flows. Assets are reviewed at the lowest level for which cash flows can be identified, which
is the individual restaurant level. In determining future cash flows, significant estimates are made by us with respect to future
operating results of each restaurant over its remaining lease term. If such assets are considered impaired, the impairment to be
recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Fair
value is determined by estimated discounted future cash flows.
In certain leases, due to our involvement in the construction of leased assets, we are considered the deemed accounting
owner of a construction project. In addition, we recognize a deemed landlord financing obligation for construction costs
incurred by our landlords. Once construction is complete, we complete an assessment to determine if we are deemed to have
continuing involvement in the construction project. In certain leases, due to unreimbursed construction costs, we are deemed to
have continuing involvement and are precluded from de-recognizing the asset and associated financing obligation. In these
cases, we continue to account for the landlord's asset as if we are the legal owner.
47
(j) Goodwill, Reacquired Franchise Rights, and Other Assets
Goodwill represents the excess of cost over the fair value of identified net assets of businesses acquired. Goodwill is
subject to an annual impairment analysis. We identify potential impairments of goodwill by comparing the fair value of the
reporting unit to its carrying amount, which includes goodwill and other intangible assets. The fair value of the reporting unit is
calculated using a market approach. If the fair value of the reporting unit exceeds the carrying amount, the assets are not
impaired. If the carrying amount exceeds the fair value, this is an indication that impairment may exist. We calculate the
amount of the impairment by comparing the fair value of the assets and liabilities to the fair value of the reporting unit. The fair
value of the reporting unit in excess of the value of the assets and liabilities is the implied fair value of the goodwill. If this
amount is less than the carrying amount of goodwill, impairment is recognized for the difference. No goodwill impairment
charges were recognized during fiscal years 2015, 2014, and 2013.
Reacquired franchise rights are amortized over the life of the related franchise agreement. We evaluate reacquired
franchise rights in conjunction with our impairment evaluation of long-lived assets.
Other assets consist primarily of liquor licenses and investments in affiliates. Liquor licenses are either amortized over
their renewal period or, if transferable, are carried at the lower of fair value or cost. We identify potential impairments for
transferable liquor licenses by comparing the fair value with its carrying amount. If the fair value exceeds the carrying amount,
the liquor licenses are not impaired. If the fair value of the asset is less than the carrying amount, an impairment is recorded.
The carrying amount of the transferable liquor licenses not subject to amortization as of December 27, 2015 and December 28,
2014 was $8,876 and $5,911, respectively, and is included in other assets in the accompanying consolidated balance sheets.
(k) Fair Value of Financial Instruments
Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal
or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement
date. We use a three-tier fair value hierarchy based upon observable and non-observable inputs that prioritizes the information
used to develop our assumptions regarding fair value. Fair value measurements are separately disclosed by level within the fair
value hierarchy.
The carrying value of cash and cash equivalents, accounts receivable, accounts payable, and other current assets and
liabilities approximate fair value because of their short-term maturity.
(l) Asset Retirement Obligations
An asset retirement obligation associated with the retirement of a tangible long-lived asset is recognized as a liability in
the period incurred or when it becomes determinable, with an associated increase in the carrying amount of the related long-
lived asset. We must recognize a liability for the fair value of a conditional asset retirement obligation when incurred, if the
liability’s fair value can be reasonably estimated. Conditional asset retirement obligations are legal obligations to perform asset
retirement activities when the timing and/or method of settlement are conditional on a future event or may not be within our
control. Asset retirement costs are depreciated over the useful life of the related asset. As of December 27, 2015 and
December 28, 2014, we had asset retirement obligations of $690 and $525, respectively.
(m) Foreign Currency
Our reporting currency is the U.S. dollar, while the functional currency of our Canadian operations is the Canadian
dollar. Our assets and liabilities denominated in foreign currencies are translated at the rate of exchange on the balance sheet
date. Revenues, costs and expenses, and cash flows are translated using the average exchange rate for the period. Collection of
royalties from our international franchise partners is received in U.S. dollars.
(n) Revenue Recognition
Franchise agreements have terms ranging from 10 to 20 years. These agreements also convey multiple extension terms
of five or ten years, depending on contract terms if certain conditions are met. We provide the use of the Buffalo Wild Wings
and R Taco trademarks, system, training, preopening assistance, and restaurant operating assistance in exchange for area
development fees, franchise fees, and royalties of 5% of a restaurant’s sales.
Franchise fee revenue from individual franchise sales is recognized upon the opening of the franchised restaurant when
we have performed all of our material obligations and initial services. Area development fees are dependent upon the number
48
of restaurants in the territory, as are our obligations under the area development agreement. Consequently, as our obligations
are met, area development fees are recognized in relation to the expenses incurred with the opening of each new restaurant and
any royalty-free periods. Royalties are accrued as earned and are calculated each period based on reported franchisees’ sales.
Sales from company-owned restaurant revenues are recognized as revenue at the point of the delivery of meals and
services. All sales taxes are presented on a net basis and are excluded from revenue.
(o) Franchise Operations
We enter into franchise agreements with unrelated third parties to build and operate restaurants using the Buffalo Wild
Wings brand within a defined geographical area. We believe that franchising is an effective and efficient means to expand the
Buffalo Wild Wings brand. The franchisee is required to operate its restaurants in compliance with its franchise agreement that
includes adherence to operating and quality control procedures established by us. We do not provide loans, leases, or guarantees
to the franchisee or the franchisee’s employees and vendors. If a franchisee becomes financially distressed, we do not provide
financial assistance. If financial distress leads to a franchisee’s noncompliance with the franchise agreement and we elect to
terminate the franchise agreement, we have the right but not the obligation to acquire the assets of the franchisee at fair value as
determined by an independent appraiser. We have financial exposure for the collection of the royalty payments. U.S franchisees
generally remit royalty payments weekly for the prior week’s sales and international franchisees generally remit royalty
payments within one month, which substantially minimizes our financial exposure. Historically, we have experienced
insignificant write-offs of franchisee royalties. Franchise and area development fees are paid upon the signing of the related
agreements. We also enter into franchise agreements with unrelated third parties to build and operate restaurants using the R
Taco
TM
brand.
(p) Advertising Costs
Contributions to the national advertising fund related to company-owned restaurants are expensed as contributed and
local advertising costs for company-owned restaurants are expensed as incurred. These costs totaled $59,991, $52,780, and
$44,025, in fiscal years 2015, 2014, and 2013, respectively.
(q) Preopening Costs
Costs associated with the opening of new company-owned restaurants are expensed as incurred.
(r) Payments Received from Vendors
Vendor allowances include allowances and other funds received from vendors. Certain of these funds are determined
based on various quantitative contract terms. We also receive vendor allowances from certain manufacturers and distributors
calculated based upon purchases made by franchisees. Amounts that represent a reimbursement of costs incurred, such as
advertising, are recorded as a reduction of the related expense. Amounts that represent a reduction of inventory purchase costs
are recorded as a reduction of inventoriable costs. We record an estimate of earned vendor allowances that are calculated based
upon monthly purchases. We generally receive payment from vendors approximately 30 days from the end of a month for that
month’s purchases. During fiscal 2015, 2014, and 2013, vendor allowances were recorded as a reduction in inventoriable costs,
and cost of sales was reduced by $10,938, $11,186, and $8,548, respectively.
(s) Restricted Assets and System-wide Payables
We have a system-wide marketing and advertising fund for our U.S. Buffalo Wild Wings locations. Company-owned and
franchised restaurants are required to remit a designated portion of restaurant sales to a national advertising fund that is used for
marketing and advertising efforts throughout the system. That amount was 2.75% to 3.15% of restaurant sales in fiscal year
2015 and 3% in fiscal years 2014 and 2013. Certain payments received from various vendors are also deposited into the
national advertising fund. These funds are used for development and implementation of brand initiatives and programs. As of
December 27, 2015 and December 28, 2014, the national advertising fund liability was $21,967 and $12,455, respectively.
We have a system-wide gift card fund which consists of a cash balance, which is restricted to funding of future gift card
redemptions and gift card related costs as well as receivables from retail gift card partners, and a corresponding liability for
those outstanding gift cards which we believe will be redeemed in the future. As of December 27, 2015 and December 28,
2014, the gift card liability was $79,110 and $67,213, respectively. Recognized gift card breakage is transferred to the national
advertising fund.
49
We account for the assets and liabilities of these funds as “restricted assets” and “system-wide payables” on our
accompanying consolidated balance sheets.
Contributions from franchisees related to the national advertising fund constitute agency transactions and are not
recognized as revenues and expenses. Related advertising obligations are accrued and the costs expensed at the same time the
related contributions are recognized. These advertising fees are recorded as a liability against which specific costs are charged.
From time to time, we borrow funds from our national advertising and gift card funds. As these borrowings are
restricted for the use of the national advertising and gift card funds, we show amounts borrowed as a current liability on our
consolidated balance sheets. The borrowings bear no interest and are payable to the national advertising and gift card funds on
demand.
(t) Earnings Per Common Share
Basic earnings per common share excludes dilution and is computed by dividing the net earnings attributable to Buffalo
Wild Wings by the weighted average number of common shares outstanding during the period. Diluted earnings per common
share include dilutive common stock equivalents consisting of stock options determined by the treasury stock method.
Restricted stock units are contingently issuable shares subject to vesting based on performance criteria. Vesting typically occurs
in the fourth quarter of the year when income targets have been met. Upon vesting, the shares to be issued are included in the
diluted earnings per share calculation as of the beginning of the period in which the vesting conditions are satisfied. Restricted
stock units included in diluted earnings per share are net of the required minimum employee withholding taxes.
(u) Income Taxes
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the
balance sheet carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities
are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. Any effects of changes in income tax rates or law changes are included in the provision for
income taxes in the period enacted. A valuation allowance is recorded to reduce the carrying amounts of deferred tax assets
unless it is more likely than not that such assets will be realized.
(v) Deferred Lease Credits
Deferred lease credits consist of reimbursement of costs of leasehold improvements from our lessors and adjustments to
recognize rent expense on a straight-line basis. Reimbursements are amortized on a straight-line basis over the term of the
applicable lease, without consideration of renewal options. Leases typically have an initial lease term of between 10 and 15
years and contain renewal options under which we may extend the terms for periods of three to five years. Certain leases
contain rent escalation clauses that require higher rental payments in later years. Leases may also contain rent holidays, or free
rent periods, during the lease term. Rent expense is recognized on a straight-line basis over the term of the lease commencing at
the start of our construction period for the restaurant, without consideration of renewal options, unless renewals are reasonably
assured because failure to renew would result in an economic penalty.
(w) Stock-Based Compensation
We maintain a stock equity incentive plan under which we may grant non-qualified stock options, incentive stock
options, and restricted stock units to employees, non-employee directors and consultants. We also have an employee stock
purchase plan (ESPP).
Stock-based compensation expense is recognized in the consolidated financial statements for granted, modified, or
settled stock options, and for expense related to the ESPP since the related purchase discounts exceeded the amount allowed for
non-compensatory treatment. Restricted stock units vesting upon the achievement of certain performance targets are expensed
based on the fair value on the date of grant, net of estimated forfeitures. All stock-based compensation is recognized as general
and administrative expense.
Total stock-based compensation expense recognized in the consolidated statement of earnings for fiscal year 2015 was
$13,647 before income taxes and consisted of restricted stock units, stock options, ESPP, and stock appreciation rights expense
of $11,510, $1,393, $726, and $56 respectively. The related total tax benefit recognized in 2015 was $4,639.
50
Total stock-based compensation expense recognized in the consolidated statement of earnings for fiscal year 2014 was
$14,253 before income taxes and consisted of restricted stock units, stock options, ESPP, and stock appreciation rights expense
of $12,474, $1,054, $705, and $20, respectively. The related total tax benefit recognized in 2014 was $4,917.
Total stock-based compensation expense recognized in the consolidated statement of earnings for fiscal year 2013 was
$11,496 before income taxes and consisted of restricted stock units, stock options, and ESPP expense of $9,899, $948 and
$649, respectively. The related total tax benefit recognized in 2013 was $3,913.
The fair value of each option grant is estimated on the date of grant using the Black-Scholes-Merton option valuation
model with the following assumptions:
Stock Options
December 27,
2015
December 28,
2014
December 29,
2013
Expected dividend yield 0.0% 0.0% 0.0%
Expected stock price volatility 34.3% 35.7% 48.5%
Risk-free interest rate 1.4% 1.7% 0.8%
Expected life of options 5 5 5
Employee Stock Purchase Plan
December 27,
2015
December 28,
2014
December 29,
2013
Expected dividend yield 0.0% 0.0% 0.0%
Expected stock price volatility
31.1 — 37.9% 45.5 — 45.9% 46.4 — 47.2%
Risk-free interest rate 0.23% 0.05% 0.08%
Expected life of options
0.5 0.5 0.5
The expected term of the options represents the estimated period of time until exercise and is based on historical
experience of similar awards, giving consideration to the contractual terms, vesting schedules and expectations of future
employee behavior. Expected stock price volatility is based on historical volatility of our stock. The risk-free interest rate is
based on the implied yield available on U.S. Treasury zero-coupon issues with an equivalent remaining term. We have not paid
dividends in the past.
(x) New Accounting Pronouncements
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09
“Revenue with Contracts from Customers.” 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. The updated guidance is effective for interim and annual periods
beginning after December 15, 2017 and early adoption is permitted only for interim and annual periods beginning after
December 15, 2016. We are currently evaluating the impact of the updated guidance on our consolidated financial statements.
In February 2015, the FASB issued ASU 2015-02, "Consolidation: Amendments to the Consolidation Analysis." ASU
2015-02 modifies the analysis that must be performed to determine whether a reporting entity should consolidate certain types
of legal entities. The updated guidance is effective for interim and annual periods beginning after December 15, 2015, and early
adoption is permitted. We are currently evaluating the impact of the updated guidance on our consolidated financial statements.
In April 2015, the FASB issued ASU 2015-05, "Intangibles - Goodwill and Other - Internal-Use Software: Customer's
Accounting for Fees Paid in a Cloud Computing Arrangement." ASU 2015-05 provides guidance related to a customer's
accounting for fees paid in a cloud computing arrangement. The updated guidance is effective for interim and annual periods
beginning after December 15, 2015, and early adoption is permitted. We do not believe the adoption of ASU 2015-05 will have
a significant impact on our consolidated financial statements.
In November 2015, the FASB issued ASU 2015-17 “Income Taxes: Balance Sheet Classification of Deferred Taxes.”
ASU 2015-17 requires that deferred income tax liabilities and assets be classified as non-current in a statement of financial
51
position. The Company elected early adoption of this guidance for the fiscal year ended December 27, 2015, on a prospective
basis. The adoption of this ASU allows the Company to simplify its presentation of deferred income tax liabilities and assets.
Prior periods were not retrospectively adjusted.
In February 2016, the FASB issued ASU 2016-02, “Leases.” ASU 2016-02 requires that lease arrangements longer than
12 months result in an entity recognizing 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 have not evaluated the impact of the updated guidance
on our consolidated financial statements.
We reviewed all other significant newly-issued accounting pronouncements and concluded that they either are not
applicable to our operations or that no material effect is expected on our consolidated financial statements as a result of future
adoption.
(2) Fair Value Measurements
The guidance for fair value measurements establishes the authoritative definition of fair value, sets out a framework for
measuring fair value, and outlines the required disclosures regarding fair value measurements. Fair value is the price that would
be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the
asset or liability in an orderly transaction between market participants at the measurement date. We use a three-tier fair value
hierarchy based upon observable and non-observable inputs as follows:
• Level 1 – Observable inputs such as quoted prices in active markets;
• Level 2 – Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and
• Level 3 – Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its
own assumptions.
The following table summarizes the financial assets and liabilities measured at fair value in our consolidated balance
sheet as of December 27, 2015:
Level 1 Level 2 Level 3 Total
Assets
Marketable Securities $ 9,043 — — 9,043
Liabilities
Contingent Consideration — — 1,551 1,551
Deferred Compensation 8,958 — — 8,958
The following table summarizes the financial instruments measured at fair value in our consolidated balance sheet as of
December 28, 2014:
Level 1 Level 2 Level 3 Total
Assets
Cash Equivalents $ 62,510 3,000 — 65,510
Marketable Securities 8,551 10,996 — 19,547
Restricted Assets 3,028 — — 3,028
Our cash equivalents were comprised of money market funds and commercial paper which are valued using the Level
1 and Level 2 approach, respectively. Our marketable securities were classified as trading securities and available-for-sale
securities. Our trading securities and deferred compensation liability were comprised of investments held for future needs of
our non-qualified deferred compensation plan and were reported at fair market value, using the “market approach” valuation
technique. The “market approach” valuation method uses prices and other relevant information observable in market
transactions involving identical or comparable assets and is a Level 1 approach. Our available-for-sale securities were
comprised of commercial paper and other highly liquid assets and were valued using a Level 2 approach. Our restricted assets
were comprised of money market mutual funds and were valued using the Level 1 approach. Our contingent consideration
liabilities represent amounts owed in association with our fiscal year 2015 acquisitions. These liabilities were valued using a
Level 3 approach which utilized an option pricing model and the projected future performance of certain restaurants we
52
acquired. The future performance of these acquired restaurants will ultimately determine the settlement amount of these
liabilities.
There was no significant activity within Level 3 instruments during the fiscal years ended December 27, 2015 and
December 28, 2014, other than the addition of the contingent consideration liabilities.
There were no significant transfers between the levels of the fair value hierarchy during the fiscal years ended
December 27, 2015 and December 28, 2014.
Our financial assets and liabilities requiring a fair-value measurement on a non-recurring basis were not significant as of
December 27, 2015 or December 28, 2014.
Non-financial assets and liabilities that are measured at fair value on a recurring basis
At December 27, 2015, we did not have any significant nonfinancial assets or liabilities that required a fair-value
measurement on a recurring basis.
Non-financial assets and liabilities that are measured at fair value on a non-recurring basis
In regards to 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. These inputs are categorized as Level 3 inputs. The inputs used
represent management’s assumptions about what information market participants would use in pricing the assets and are based
upon the best information available at the balance sheet date.
During 2015 and 2014, we recorded an impairment charge of $1,458 and $1,661, respectively, for our underperforming
restaurants.
Certain of our financial assets and liabilities are recorded at their carrying amounts which approximate fair value, based
on their short-term nature or variable interest rate. These financial assets and liabilities include cash, accounts receivable,
accounts payable, long-term debt, and other current assets and liabilities.
(3) Marketable Securities
Marketable securities consisted of the following:
December 27,
2015
December 28,
2014
Available-for-sale
Municipal securities $ — 10,996
Trading
Mutual funds 9,043 8,551
Total $ 9,043 19,547
Purchases of available-for-sale securities totaled $12,301 and sales totaled $23,300 in 2015.
Purchases of available-for-sale securities totaled $22,991 and sales totaled $12,000 in 2014.
Sales of available securities totaled $512 and there were no purchases in 2013. Proceeds from maturities of held-to-
maturity securities totaled $2,770 and there were no purchases in 2013.
Trading securities represent investments held for future needs of our non-qualified deferred compensation plan.
(4) Property and Equipment
Property and equipment consisted of the following:
53
December 27,
2015
December 28,
2014
Construction in process $ 18,662 12,391
Buildings 92,603 80,811
Capital leases and buildings under deemed landlord financing 25,105
Furniture, fixtures, and equipment 369,344 301,568
Leasehold improvements 553,736 461,155
Property and equipment, gross 1,059,450 855,925
Less accumulated depreciation
(454,738
)
(361,524
)
Property and equipment, net $ 604,712 494,401
As of December 27, 2015, we recorded assets under capital lease of $21,770 and related accumulated amortization of
$1,412. Amortization expense under capital leases is included within depreciation and amortization on the consolidated
statement of earnings.
(5) Goodwill and Other Intangible Assets
Goodwill is summarized below:
December 27,
2015
December 28,
2014
Beginning of year $ 38,106 32,533
Additions 76,062 5,573
Adjustments
(67
) —
End of year $ 114,101 38,106
Goodwill is not subject to amortization but nearly all is deductible for tax purposes.
54
Reacquired franchise rights consisted of the following:
December 27,
2015
December 28,
2014
Reacquired franchise rights $ 152,070 53,030
Accumulated amortization
(22,788
)
(15,399
)
Reacquired franchise rights, net $ 129,282 37,631
Amortization expense related to reacquired franchise rights for fiscal 2015, 2014, and 2013 was $7,301, $4,652, and
$5,097, respectively. The weighted average amortization period is 14.9 years. Estimated future amortization expense as of
December 27, 2015 was as follows:
Fiscal year ending:
2016 $ 11,908
2017 13,032
2018 11,785
2019 10,790
2020 9,896
Thereafter 71,871
Total future amortization expense $ 129,282
(6) Investments in Affiliates
We have a minority equity investment in Pie Squared Holdings, LLC, a California-based restaurant concept, as well as
licensing rights which had a balance of $6,726 and $8,064 for the fiscal years ended December 27, 2015 and December 28,
2014, respectively. As of December 27, 2015, Pie Squared Holdings operated 19 and franchised 10 PizzaRev fast casual pizza
restaurants, including 2 restaurants operated by us. As early as 2017, we have the option to purchase a majority interest in Pie
Squared Holdings, LLC, at the determined fair market value. We also have the right to open company-owned locations in
certain states. Investments in affiliates is included in other assets in our Consolidated Balance Sheets.
(7) Lease Commitments
We have operating leases related to the majority of our restaurants and corporate offices that have various expiration
dates. We also have capital leases related to certain restaurants. We also have certain leases where we are the deemed
accounting owner and record the transaction as a deemed landlord financing. Most of these leases contain renewal options. In
addition to base rents, leases typically require us to pay our share of common area maintenance, insurance, real estate taxes,
and other operating costs. Certain leases also include provisions for contingent rentals based upon sales.
Future minimum rental payments due under noncancelable operating leases, capital leases, deemed landlord financings
and commitments for restaurants under development as of December 27, 2015 were as follows:
55
Operating
leases
Capital
leases
Restaurants
under
development
Deemed
landlord
financing
Fiscal year ending:
2016 $ 81,269 4,779 1,926 747
2017 79,893 4,806 2,898 751
2018 75,358 4,859 2,906 765
2019 69,520 4,919 2,910 765
2020 61,933 5,020 2,932 784
Thereafter 358,091 25,980 28,991 4,735
Total future minimum lease payments $ 726,064 50,363 42,563 8,547
Less amounts representing interest —
(16,703
) —
(3,636
)
Present value of obligations — 33,660 — 4,911
In 2015, 2014, and 2013, we rented office space under operating leases which, in addition to the minimum lease
payments, require payment of a proportionate share of the real estate taxes and building operating expenses. We also rent
restaurant space under operating leases, some of which, in addition to the minimum lease payments and proportionate share of
real estate and operating expenses, require payment of percentage rents based upon sales levels. Rent expense, excluding our
proportionate share of real estate taxes and building operating expenses, was as follows:
Fiscal Years Ended
December 27,
2015
December 28,
2014
December 29,
2013
Minimum rents $ 75,515 61,286 53,651
Percentage rents 1,409 1,019 715
Total $ 76,924 62,305 54,366
Equipment and auto leases $ 1,411 1,194 1,000
(8) Long-Term Debt and Capital Lease Obligations
The detail of our long-term debt and capital lease obligations as of December 27, 2015 is as follows:
Average interest
rate for the 12
months ended
December 27,
2015 Maturity
December 27,
2015
Revolving credit facility 1.1% July 2018 34,530
Capital lease and deemed landlord financing obligations 7.9% November 2030 38,571
Total debt and capital lease obligations 73,101
Less: current maturities
(2,147
)
Total long-term debt and capital lease obligations 70,954
We have a $200,000 unsecured revolving credit facility. Interest is charged at LIBOR plus an applicable margin based on
our consolidated total leverage ratio. There is also a commitment fee on the average unused portion of the facility at a rate per
annum based on the consolidated total leverage ratio.
The revolving credit facility contains covenants that requires us to maintain certain financial ratios, including
consolidated coverage, consolidated total leverage and minimum EBITDA. The revolving credit facility also contains other
customary affirmative and negative covenants, including covenants that restrict the right of the Company and its subsidiaries to
merge, to lease, sell or otherwise dispose of assets, to make investments and to grant liens on their assets. As of December 27,
2015, we were in compliance with all of these covenants.
56
Maturities of long-term debt and capital lease obligations as of December 27, 2015 are as follows:
Fiscal year ending:
2016 $ 2,147
2017 2,561
2018 37,279
2019 3,043
2020 3,407
Thereafter 24,664
Total future maturities of long-term debt and capital lease obligations $ 73,101
(9) Income Taxes
The components of earnings (loss) before taxes were as follows:
Fiscal Years Ended
December 27,
2015
December 28,
2014
December 29,
2013
United States $ 140,737 142,352 111,011
Foreign
(4,596
)
(6,945
)
(9,476
)
Total earnings before taxes $ 136,141 135,407 101,535
The provision for income taxes consisted of the following:
Fiscal Years Ended
December 27,
2015
December 28,
2014
December 29,
2013
Current:
Federal $ 34,764 37,168 26,598
State 6,782 8,036 5,592
Deferred:
Federal 1,192 799 728
State
(1,253
)
(3,294
)
(737
)
Foreign
(220
)
(1,357
)
(2,200
)
Total income tax expense $ 41,265 41,352 29,981
The following is a reconciliation of the expected federal income taxes (benefits) at the statutory rate of 35% to the
actual provision for income taxes:
Fiscal Years Ended
December 27,
2015
December 28,
2014
December 29,
2013
Expected federal income tax expense $ 47,650 47,392 35,537
State income tax expense, net of federal effect 3,377 4,399 3,145
General business credits
(11,094
)
(9,418
)
(8,097
)
Other, net 1,332
(1,021
)
(604
)
Total income tax expense $ 41,265 41,352 29,981
57
Deferred income taxes are provided for temporary differences between the basis of assets and liabilities for financial
reporting purposes and income tax purposes. Deferred tax assets and liabilities as of December 28, 2014, were classified as
current and noncurrent on the basis of the classification of the related asset or liability for financial reporting. In November
2015, the FASB issued ASU 2015-17 “Income Taxes.” ASU 2015-17 requires that deferred income tax liabilities and assets
be classified as non-current in a statement of financial position. The Company elected early adoption of this guidance for the
fiscal year ended December 27, 2015, on a prospective basis. The adoption of this ASU allows the Company to simplify its
presentation of deferred income tax liabilities and assets. Prior periods were not retrospectively adjusted. Temporary
differences comprising the net deferred tax assets and liabilities on the accompanying consolidated balance sheets are as
follows:
December 27,
2015
December 28,
2014
Deferred tax assets:
Unearned revenue $ 4,386 3,101
Accrued compensation and benefits 5,339 4,805
Deferred lease credits 15,718 14,524
Stock-based compensation 4,030 5,010
Advertising costs 3,159 1,806
Insurance reserves 1,349 3,696
Capital lease and deemed landlord financing 14,659
Foreign NOL/Other 6,248 6,028
Other 8,190 5,523
Total $ 63,078 44,493
Deferred tax liabilities:
Depreciation $ 69,002 55,177
Goodwill and other amortization 8,098 2,089
Prepaid expenses 1,398 2,120
Accrued bonus 2,058 3,087
Future taxes on foreign earnings 6,248 6,028
Total $ 86,804 68,501
Net deferred tax liability $ 23,726 $ 24,008
A valuation allowance is established when it is more likely than not that some portion of the deferred tax assets will
not be realized. Realization is dependent upon the generation of future taxable income or the reversal of deferred tax
liabilities during the periods in which those temporary differences become deductible. We consider the reversal of deferred
tax liabilities, projected future taxable income and tax planning strategies. Since we believe sufficient future taxable income
will be generated to utilize the benefits of the deferred tax assets, a valuation allowance has not been recognized. Our foreign
net operating losses, foreign tax credits, and state tax credits begin expiring in 2030, 2023, and 2024, respectively.
The following is a reconciliation of the beginning and ending amount of unrecognized tax benefits:
Fiscal Years Ended
December 27,
2015
December 28,
2014
Beginning of year $ 598 $ 825
Additions based on tax positions related to the current year 476 229
Additions (reductions) based on tax positions related to prior years 108
(30
)
Reductions based on settlements with tax authorities
(6
)
(187
)
Reductions based on expiration of statute of limitations
(48
)
(239
)
End of year $ 1,128 $ 598
58
We recognize accrued interest and penalties related to unrecognized tax benefits in income tax expense. During fiscal
2015, 2014, and 2013, interest and penalties of $13, ($25), and $2, respectively, were included in income tax expense. As of
December 27, 2015, and December 28, 2014, interest and penalties related to unrecognized tax benefits totaled $51 and $30,
respectively. Included in the balance at December 27, 2015 and December 28, 2014, are unrecognized tax benefits of $733
and $389, respectively, which if recognized, would affect the annual effective tax rate. The difference between these amounts
and the amount reflected in the reconciliation above relates to the deferred U.S. federal income tax benefit on unrecognized
tax benefits related to U.S. state income taxes.
The major jurisdictions in which the Company files income tax returns include the U.S. federal jurisdiction, Canada,
Netherlands, and all states in the U.S. that have an income tax. With few exceptions, the Company is no longer subject to
U.S. federal income tax examinations by tax authorities for years before fiscal 2012, state and local income tax examinations
by tax authorities for fiscal years before 2012, and non-U.S. income tax examinations by tax authorities for fiscal years
before 2011.
We regularly assess and reevaluate tax uncertainties by considering changes in current tax law, recent court decisions,
and changes in the business. We do not anticipate total unrecognized tax benefits will significantly change due to settlement
of audits and the expiration of statutes of limitations prior to December 25, 2016.
(10) Stockholders’ Equity
(a) Stock Options
We have 5.4 million shares of common stock reserved for issuance under the Equity Incentive Plan (Plan) for our
employees, officers, and directors. 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 become
exercisable in four equal installments from the date of the grant and have a contractual life of seven years. Nonqualified stock
options issued pursuant to the Plan have a four-year vesting period 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 exercise of stock
options. Option activity is summarized for the year ended December 27, 2015 as follows:
Number
of shares
Weighted
average
exercise price
Average
remaining
contractual
life (years)
Aggregate
Intrinsic
Value
Outstanding, December 28, 2014 158,879 $ 78.90 3.7 $ 16,553
Granted 29,270 182.73
Exercised
(56,256
) 52.69
Cancelled
(645
) 112.01
Outstanding, December 27, 2015 131,248 $ 113.12 4.0 $ 7,051
Exercisable, December 27, 2015 87,668 93.56 3.3 6,174
The aggregate intrinsic value in the table above is before applicable income taxes, based on our closing stock price of
$162.28 as of the last business day of the year ended December 27, 2015, which would have been received by the optionees
had all options been exercised on that date. As of December 27, 2015, total unrecognized stock-based compensation expense
related to nonvested stock options was approximately $2,025, which is expected to be recognized over a weighted average
period of approximately 2.4 years. During 2015, 2014, and 2013, the total intrinsic value of stock options exercised was
$7,021, $3,029, and $2,159, respectively. During 2015, 2014, and 2013, the total fair value of options vested was $1,361,
$1,138, and $1,028, respectively. During 2015, 2014, and 2013, the weighted average grant date fair value of options granted
was $59.11, $50.23, and $37.09, respectively.
The following table summarizes our stock options outstanding at December 27, 2015:
59
Options outstanding Options exercisable
Range Shares
Average
remaining
contractual
life (years)
Weighted
average
exercise
price
Shares
Weighted
average
exercise
price
$ 48.35 — 53.75 27,363 1.6 $ 51.48 27,363 $ 51.48
87.53 — 87.53 31,670 4.0 87.53 22,384 87.53
94.42 — 147.52 42,945 4.1 123.83 30,599 114.27
159.03 — 182.97 29,270 6.0 182.73 7,322 182.73
131,248 87,668
The Plan has 890,910 shares available for grant as of December 27, 2015.
(b) Restricted Stock Units
Restricted stock units are granted annually under the Plan at the discretion of the Compensation Committee of the Board
of Directors.
In 2015, 2014, and 2013, we granted restricted stock units subject to three-year cliff vesting and a cumulative three-year
earnings target. The number of units which vest at the end of the three-year period is based on performance against the target.
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 grant, restricted stock units meeting the performance criteria will vest as of the end of our fiscal year. 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 needed for the required minimum employee withholding taxes. 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 fiscal 2015 is as follows:
Number
of shares
Weighted
average
grant date
fair value
Outstanding, December 28, 2014 265,989 $ 108.82
Granted 99,701 180.60
Vested
(158,287
) 89.44
Cancelled
(17,283
) 125.70
Outstanding, December 27, 2015 190,120 $ 161.06
As of December 27, 2015, the stock-based compensation expense related to nonvested awards not yet recognized was
$10,095, which is expected to be recognized over a weighted average period of 1.5 years. During fiscal years 2015 and 2014
the total grant date fair value of shares vested was $14,157 and $7,582, respectively. The weighted average grant date fair value
of restricted stock units granted during 2015, 2014, and 2013 was $180.60, $147.46, and $87.49, respectively. During 2015,
2014, and 2013, we recognized $11,454, $12,474, and $9,899 respectively, of stock-based compensation expense related to
restricted stock units.
(c) Employee Stock Purchase Plan
We have reserved 600,000 shares of common stock for issuance under the 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 2015,
2014, and 2013, we issued 18,510, 17,040, and 26,612 shares, respectively, of common stock. As of December 27, 2015, we
had 185,758 shares available for future issuance under the ESPP.
60
(11) Earnings Per Common Share
The following is a reconciliation of basic and fully diluted earnings per common share for fiscal 2015, 2014, and 2013:
Fiscal year ended December 27, 2015
Earnings
(numerator)
Shares
(denominator)
Per-share
amount
Net earnings attributable to Buffalo Wild Wings $ 95,069
Earnings per common share 95,069 19,013,426 $ 5.00
Effect of dilutive securities – stock options — 69,219
Effect of dilutive securities – restricted stock units — 48,849
Earnings per common share – assuming dilution $ 95,069 19,131,494 $ 4.97
Fiscal year ended December 28, 2014
Earnings
(numerator)
Shares
(denominator)
Per-share
amount
Net earnings attributable to Buffalo Wild Wings $ 94,094
Earnings per common share 94,094 18,907,801 $ 4.98
Effect of dilutive securities – stock options — 74,519
Effect of dilutive securities – restricted stock units — 19,211
Earnings per common share – assuming dilution $ 94,094 19,001,531 $ 4.95
Fiscal year ended December 29, 2013
Earnings
(numerator)
Shares
(denominator)
Per-share
amount
Net earnings attributable to Buffalo Wild Wings $ 71,554
Earnings per common share 71,554 18,770,317 $ 3.81
Effect of dilutive securities – stock options — 67,933
Effect of dilutive securities – restricted stock units — 33,915
Earnings per common share – assuming dilution $ 71,554 18,872,165 $ 3.79
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-granted shares for which the performance criteria had not yet been met:
December 27,
2015
December 28,
2014
December 29,
2013
Stock options 47,764 25,035 63,744
Restricted stock units 141,270 246,778 279,120
61
(12) Supplemental Disclosures of Cash Flow Information
Fiscal Years Ended
December 27,
2015
December 28,
2014
December 29,
2013
Cash paid during the period for:
Income taxes $ 47,150 48,988 27,361
Interest 1,634 152 —
Noncash financing and investing transactions:
Property and equipment not yet paid for 1,986
(46
)
(3,039
)
Tax withholding for restricted stock units 7,613 4,600 7,200
Goodwill adjustment — — 8
Issuance of note payable for investment in subsidiary — 2,375 —
Increase in asset retirement obligation and liability 1,146 — —
Increase in contingent consideration 1,551 — —
Increase in deemed landlord financing assets and obligations 4,945 — —
(13) Loss on Asset Disposals and Impairment
In 2015, 2014, and 2013, we closed restaurants resulting in a charge to earnings for remaining lease obligations, utilities,
and other related costs. These charges were recognized as a part of the loss on asset disposals and impairment on our
accompanying consolidated statements of earnings.
The following is a rollforward of the store closing reserve:
Fiscal Years Ended
December 27,
2015
December 28,
2014
December 29,
2013
Beginning reserve balance $ 28 13 22
Store closing costs incurred 503 315 38
Costs paid
(531
)
(300
)
(47
)
Ending reserve balance $ — 28 13
During 2015, we recorded an impairment charge for the assets of three underperforming restaurants. An impairment
charge of $1,458 was recorded to the extent that the carrying amount of the assets was not considered recoverable based on
estimated discounted future cash flows and the underlying fair value of the assets. There was an impairment charge of $1,661 in
2014 for three underperforming restaurants. There was an impairment charge of $1,118 in 2013 for two underperforming
restaurants.
The following is a summary of the loss on asset disposals and impairment charges recognized by us:
Fiscal Years Ended
December 27,
2015
December 28,
2014
December 29,
2013
Store closing charges $ 503 315 38
Long-lived asset impairment 1,458 1,661 1,118
Remodels and other miscellaneous asset write-offs 5,501 1,851 2,106
Loss on asset disposals and impairment $ 7,462 3,827 3,262
(14) Defined Contribution Plans
We have a defined contribution 401(k) plan whereby eligible employees may contribute pretax wages in accordance with
the provisions of the plan. We match 100% of the first 3% and 50% of the next 2% of contributions made by eligible
62
employees. Matching contributions of approximately $2,823, $2,907, and $1,710 were made by us during fiscal 2015, 2014,
and 2013, respectively.
Under our Management Deferred Compensation Plan, our executive officers and certain other individuals are entitled to
receive an amount equal to a percentage of their base salary ranging from 5.0% to 12.5% which is credited on a monthly basis
to their deferred compensation account. Cash contributions of $669, $610, and $584 were made by us during 2015, 2014, and
2013, respectively. Such amounts are subject to certain vesting provisions, depending on length of employment and
circumstances of employment termination. In addition, individuals may elect to defer a portion or all of their cash
compensation.
(15) Related Party Transactions
It is our policy that all related party transactions must be disclosed and approved by the disinterested directors. A
member of our board of directors, Warren Mack, is an officer at one of our law firms.
(16) Contingencies
We have a limited guarantee of the borrowings of Pie Squared Pizza, LLC, a subsidiary of Pie Squared Holdings, LLC,
in the amount of $575.
Litigation
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. We intend to vigorously defend this lawsuit. We believe a loss is reasonably possible, but we are
currently unable to reasonably estimate the amount of loss.
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.
(17) Acquisitions of Businesses
During 2015, we acquired 54 existing Buffalo Wild Wings restaurants, and 1 existing R Taco restaurant and 4 Buffalo
Wild Wings restaurants under construction through five acquisitions. During 2014, we acquired a majority ownership in Rusty
Taco, Inc, which operated two and franchised seven R Taco restaurants as of the acquisition date. During 2014, we also
acquired 13 Buffalo Wild Wings franchised restaurants through two acquisitions. The total purchase price in 2015 and 2014
was $205,193 and $30,497, respectively, and was primarily paid in cash funded by cash from operations, the sale of marketable
securities and proceeds from our revolving credit facility. The acquisitions were accounted for as business combinations. The
assets acquired and liabilities assumed were recorded based on their fair values at the time of the acquisitions as detailed below:
Fiscal Years Ended
December 27,
2015
December 28,
2014
Inventory, prepaids, and other assets $ 4,821 $ 403
Property and equipment 58,123 15,928
Lease and other liabilities 2,274 570
Reacquired franchise rights 99,040 8,880
Goodwill 76,062 5,373
Capital lease obligations
(34,424
) —
Liabilities
(703
)
(657
)
Total purchase price $ 205,193 $ 30,497
63
The determination of the fair values of the acquired assets and assumed liabilities and the related determination of
estimated lives of depreciable tangible and identifiable intangible assets requires significant judgment. On our Form 10-Q filed
on October 30, 2015, we disclosed a preliminary allocation of our purchase price for our two most recent acquisitions based on
estimated fair values of the assets acquired and liabilities assumed. The fair values of acquired assets and liabilities related to
these acquisitions, comprising 47 Buffalo Wild Wings restaurants, were revised from the estimated values disclosed in the
financial statements in our quarterly report Form 10-Q for the quarter ended September 27, 2015 as a result of the Company's
normal process for determining the fair value of acquired assets and assumed liabilities. As a result of these revisions,
inventory, prepaids and other assets decreased $9,215, goodwill increased $14,433, property and equipment decreased $7,500,
and capital lease obligations increased $4,449. Other changes to our initial estimated values were immaterial. As of December
27, 2015, we consider the estimates of fair value to be preliminary, and are therefore subject to further refinement.
As of the acquisition dates for our most recently completed acquisitions, we recorded total contingent consideration
liabilities of $1,551. These liabilities will be settled based on the performance of certain restaurants involved in the acquisitions
during fiscal years 2016 and 2017. The future performance of these restaurants is unknown as of December 27, 2015.
The excess of the purchase price over the aggregate fair value of assets acquired was allocated to goodwill. The results
of operations of these locations are included in our consolidated statements of earnings as of the date of acquisition. The
acquisitions had an immaterial impact on net earnings for the fiscal years ended December 27, 2015 and December 28, 2014.
Pro forma results are not presented, as the acquisitions were not considered material to our consolidated results of operations.
The fair value measurement of tangible and intangible assets and liabilities as of the acquisition date is based on
significant inputs not observed in the market and thus represents a Level 3 fair value measurement. Fair value measurements
for reacquired franchise rights were determined using the income approach. Fair value measurements for property and
equipment were determined using the cost approach. Fair value measurements for capital lease obligations were determined
using the market approach.
64
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of December 27, 2015, 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 this evaluation, management concluded that, as of
December 27, 2015, our disclosure controls and procedures were not effective as a result of material weaknesses in our internal
control over financial reporting, as described below in Management’s Report on Internal Control over Financial Reporting.
Notwithstanding the identified material weaknesses, management has concluded that the consolidated financial
statements included in this Annual Report on Form 10-K fairly represent in all material respects our financial condition, results
of operations and cash flows at and for the periods presented in accordance with U.S. GAAP.
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting for the
Company. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of the Company’s financial reporting for external purposes in accordance with accounting principles generally
accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk
that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate. Accordingly, even effective internal control over financial reporting can only provide reasonable
assurance of achieving their control objectives.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such
that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will
not be prevented or detected on a timely basis.
Management conducted an evaluation of the effectiveness of the internal control over financial reporting as of December
27, 2015, using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in
Internal Control - Integrated Framework (2013). Based on the evaluation performed, management concluded that material
weaknesses existed at December 27, 2015, as described below.
The Company did not maintain sufficient resources to identify and analyze changes in business activities and the related
impact on internal control over financial reporting. This material weakness contributed to inadequately designed controls over
(1) the accounting for lease arrangements, including controls over the designation of leases as capital or operating, evaluation
of build-to-suit lease arrangements, the evaluation of whether a variable interest in the lessor or leased property is created by
the lease arrangement, and the recognition and measurement of leases acquired in a business combination; and (2) the review
and approval of manual journal entries.
Certain of the control deficiencies resulted in immaterial misstatements to lease-related accounts within the preliminary
consolidated financial statements that were corrected prior to the issuance of the Company’s consolidated financial statements
as of and for the fiscal year ended December 27, 2015. Other control deficiencies resulted in no misstatements. However, these
control deficiencies create a reasonable possibility that a material misstatement to the consolidated financial statements will not
be prevented or detected on a timely basis, and therefore we concluded that the deficiencies represent material weaknesses in
the Company’s internal control over financial reporting and our internal control over financial reporting was not effective as of
December 27, 2015.
Our internal control over financial reporting as of December 27, 2015 has been audited by KPMG LLP, an independent
registered public company accounting firm, as stated in its report which contains an adverse opinion on the effectiveness of our
internal control over financial reporting. This report appears on page 66.
65
Remedial Measures
The Company is in the process of improving its policies and procedures relating to the recognition and measurement of
new and modified lease transactions originated by the Company or acquired through business combinations. Management
plans to enhance its internal controls by a) adding controls to ensure proper review of new and modified leases and the
application of relevant accounting standards; b) strengthening the review and approval of manual journal entries; and c) adding
resources to the conduct of risk assessment procedures and implementing necessary revisions to internal control over financial
reporting, responsive to changes in the business.
The material weaknesses will not be considered remediated until the applicable remedial controls operate for a sufficient
period of time and management has concluded, through testing, that these controls are operating effectively. We believe this
remediation will occur in fiscal 2016 and will strengthen our internal control over financial reporting and will prevent a
reoccurrence of the material weaknesses described above.
Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange
Act) during our most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect
our internal control over financial reporting, other than the identification of and the responses to the material weaknesses
discussed above.
ITEM 9B. OTHER INFORMATION
Not applicable.
66
Report of Independent Registered Public Accounting Firm
The Board of Directors and Stockholders
Buffalo Wild Wings, Inc:
We have audited Buffalo Wild Wings, Inc. and subsidiaries internal control over financial reporting as of December 27, 2015,
based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Buffalo Wild Wings, Inc. and subsidiaries management is responsible for
maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our
responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control
over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control
over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we
considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain
to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets
of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that
could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there
is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented
or detected on a timely basis. Material weaknesses related to a lack of sufficient resources to identify and analyze changes in
business activities and the impact on internal controls over financial reporting; ineffective design and operation of process level
controls over accounting for lease arrangements entered into by the Company and acquired in business combinations and over the
review and approval of manual journal entries have been identified and included in management’s assessment.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
consolidated balance sheets of Buffalo Wild Wings, Inc. and subsidiaries as of December 27, 2015 and December 28, 2014, and
the related consolidated statements of earnings, comprehensive income, total equity, and cash flows for each of the fiscal years in
the three-year period ended December 27, 2015. These material weaknesses were considered in determining the nature, timing,
and extent of audit tests applied in our audit of the fiscal year 2015 consolidated financial statements, and this report does not
affect our report dated February 25, 2016, which expressed an unqualified opinion on those consolidated financial statements.
In our opinion, because of the effect of the aforementioned material weaknesses on the achievement of the objective on the control
criteria, Buffalo Wild Wings, Inc. and subsidiaries has not maintained effective internal control over financial reporting as of
December 27, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO).
/s/ KPMG LLP
Minneapolis, Minnesota
February 25, 2016
67
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information required by this item is contained in Part I of this document under the heading “Executive Officers,” and the
sections entitled “Election of Directors,” “Compliance with Section 16(a) of the Exchange Act,” and “Corporate Governance”
appearing in our Proxy Statement to be delivered to shareholders in connection with the 2016 Annual Meeting of Shareholders.
Such information is incorporated herein by reference.
Our Board of Directors has adopted a Code of Ethics & Business Conduct for all employees and directors. A copy of this
document is available on our website at www.buffalowildwings.com, free of charge, under the Corporate Governance tab in
the Investors section. We intend to satisfy any disclosure requirements regarding an amendment to, or waiver from, any
provision of the Code with respect to our principal executive officer, principal financial officer, principal accounting officer and
persons performing similar functions by disclosing the nature of such amendment or waiver on our website or in a report on
Form 8-K.
Our Board of Directors has determined that Mr. J. Oliver Maggard and Mr. Jerry Rose, members of the Audit Committee
and independent directors, are audit committee financial experts, as defined under 407(d) (5) of Regulation S-K. Mr. Maggard
and Mr. Rose are “independent directors” as that term is defined in Nasdaq Rule 4200(a)(15). The designation of Mr. Maggard
and Mr. Rose as the audit committee financial experts does not impose on Mr. Maggard or Mr. Rose any duties, obligations or
liability that are greater than the duties, obligations and liability imposed on Mr. Maggard or Mr. Rose as members of the Audit
Committee and the Board of Directors in the absence of such designation or identification.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is contained in the sections entitled “Executive Compensation” and
“Compensation Discussion and Analysis” appearing in our Proxy Statement to be delivered to shareholders in connection with
the 2016 Annual Meeting of Shareholders. Such information is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS
The information required by this item relating to the security ownership of certain holders is contained in the sections
entitled “Security Ownership of Officers and Directors,” “Security Ownership of Certain Beneficial Holders,” and “Equity
Compensation Plan Information” appearing in our Proxy Statement to be delivered to shareholders in connection with the 2016
Annual Meeting of Shareholders. Such information is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required by this item is contained in the sections entitled “Corporate Governance” and “Certain
Relationships and Related Transactions” appearing in our Proxy Statement to be delivered to shareholders in connection with
the 2016 Annual Meeting of Shareholders. Such information is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is contained in the section entitled “Independent Registered Public Accounting
Firm” appearing in our Proxy Statement to be delivered to shareholders in connection with the 2016 Annual Meeting of
Shareholders. Such information is incorporated herein by reference.
68
PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements. The following consolidated financial statements of ours are filed with this report and can be
found at Item 8 of this Form 10-K.
Report of Independent Registered Public Accounting Firm dated February 25, 2016
Consolidated Balance Sheets as of December 27, 2015 and December 28, 2014
Consolidated Statements of Earnings for the Fiscal Years Ended December 27, 2015, December 28, 2014, and
December 29, 2013
Consolidated Statements of Comprehensive Income for the Fiscal Years Ended December 27, 2015, December 28,
2014, and December 29, 2013
Consolidated Statements of Total Equity for the Fiscal Years Ended December 27, 2015, December 28, 2014, and
December 29, 2013
Consolidated Statements of Cash Flows for the Fiscal Years Ended December 27, 2015, December 28, 2014, and
December 29, 2013
Notes to Consolidated Financial Statements
(b) Financial Statement Schedules. All schedules for which provision is made in the applicable accounting regulations of
the SEC have been omitted as not required or not applicable, or the information required has been included elsewhere by
reference in the financial statements and related notes.
(c) Exhibits. See “Exhibit Index” following the signature page of this Form 10-K for a description of the documents that
are filed as Exhibits to this report on Form 10-K or incorporated by reference herein.
69
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Date: February 25, 2016
BUFFALO WILD WINGS, INC.
By /s/ SALLY J. SMITH
Sally J. Smith
Chief Executive Officer and President
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated below.
Each person whose signature appears below constitutes and appoints Sally J. Smith and Mary J. Twinem as the
undersigned’s true and lawful attorneys-in fact and agents, each acting alone, with full power of substitution and resubstitution,
for the undersigned and in the undersigned’s name, place and stead, in any and all amendments to this Annual Report on Form
10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granted unto said attorneys-in-fact and agents, each acting alone, full power and authority to do and
perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and
purposes as the undersigned might or could do in person, hereby ratifying and confirming all said attorneys-in-fact and agents,
each acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue thereof.
Name
Title
Date
/s/ SALLY J. SMITH
Chief Executive Officer, President and Director (principal
executive officer)
2/25/2016
Sally J. Smith
/s/ MARY J. TWINEM
Executive Vice President, Chief Financial Officer and
Treasurer (principal financial and accounting officer)
2/25/2016
Mary J. Twinem
/s/ DALE M. APPLEQUIST Director 2/25/2016
Dale M. Applequist
/s/ JAMES M. DAMIAN Director, Chairman of the Board 2/25/2016
James M. Damian
/s/ MICHAEL P. JOHNSON Director 2/25/2016
Michael P. Johnson
/s/ WARREN E. MACK Director 2/25/2016
Warren E. Mack
/s/ J. OLIVER MAGGARD Director 2/25/2016
J. Oliver Maggard
/s/ JERRY R. ROSE Director 2/25/2016
Jerry R. Rose
/s/ CINDY L. DAVIS Director 2/25/2016
Cindy L. Davis
70
BUFFALO WILD WINGS, INC.
EXHIBIT INDEX TO FORM 10-K
For the Fiscal Year Ended: Commission File No.
December 27, 2015 000-24743
Exhibit
Number
Description
2.1
Asset Purchase Agreement, dated July 10, 2015, by and among Alamowing Development, LLC; B III
Wing, LLC; RioWing Development, LLC; AlamoWing NM Partners, LLC; AlamoWing NM Partners II,
LLC; SOUTHSEAS WINGS, LLC; the subsidiary and affiliate operating entities and individual principal
beneficial owners listed therein, FMP SA Management Group, LLC, solely in its capacity as the Seller
Representative, and Blazin Wings, Inc. (Incorporated by reference to Exhibit 2.1 to our current report on
Form 8-K filed July 14, 2015)
3.1 Restated Articles of Incorporation, as Amended (incorporated by reference to Exhibit 3.1 to our Form 10-
Q for the fiscal quarter ended June 29, 2008)
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)
4.1 Form of specimen certificate representing Buffalo Wild Wings, Inc.’s common stock (incorporated by
reference to Exhibit 4.1 to Amendment No. 2 to our Registration Statement on Form S-1, Reg. No.
333-108695 filed November 5, 2003)
10.1 Forms of stock option agreements under 2003 Equity Incentive Plan (incorporated by reference to
Exhibit 10.1 to Amendment No. 2 to our Registration Statement on Form S-1, Reg. No. 333-108695 filed
November 5, 2003)(1)
10.2 Employee Stock Purchase Plan and Amendment No. 1 (incorporated by reference to Exhibit 10.19 to
Amendment No. 2 to our Registration Statement on Form S-1, Reg. No. 333-108695 filed November 5,
2003) (1)
10.3 Amended and Restated Cash Incentive Plan (incorporated by reference to Appendix A to our Definitive
Proxy Statement filed on March 22, 2012)(1)
10.4
Form of Notice of Performance-Based Restricted Stock Unit Award (Officer Level) as of March 1, 2009
(incorporated by reference to Exhibit 10.2 to our Form 10-Q for the fiscal quarter ended March 29, 2009)
(1)
10.5 Form of Notice of Incentive Stock Option Award under the 2003 Equity Incentive Plan (incorporated by
reference to Exhibit 10.2 to our Form 8-K filed on February 22, 2008)(1)
10.6 2003 Equity Incentive Plan, as Amended and Restated on May 15, 2008 (incorporated by reference to
Exhibit 10.1 to our Form 8-K filed May 21, 2008)(1)
10.7 The Executive Nonqualified Excess Plan as of May 15, 2008 (incorporated by reference to Exhibit 10.2 to
our Form 8-K filed May 21, 2008)(1)
10.8 The Executive Nonqualified Excess Plan Adoption Agreement as of May 15, 2008 (incorporated by
reference to Exhibit 10.3 to our Form 8-K filed May 21, 2008)(1)
10.9 Employment Agreement dated September 16, 2008 with Sally J. Smith (incorporated by reference to
Exhibit 10.1 to our Form 8-K filed September 22, 2008)(1)
10.10 Employment Agreement dated September 16, 2008 with Mary J. Twinem (incorporated by reference to
Exhibit 10.2 to our Form 8-K filed September 22, 2008)(1)
10.11 Employment Agreement dated September16, 2008 with James M. Schmidt (incorporated by reference to
Exhibit10.3 to our Form 8-K filed September 22, 2008)(1)
10.12 Employment Agreement dated September16, 2008 with Judith A. Shoulak (incorporated by reference to
Exhibit10.4 to our Form 8-K filed September 22, 2008)(1)
71
10.13 Employment Agreement dated September16, 2008 with Kathleen M. Benning (incorporated by reference
to Exhibit10.5 to our Form 8-K filed September 22, 2008)(1)
10.14 Employment Agreement dated September16, 2008 with Mounir N. Sawda (incorporated by reference to
Exhibit10.8 to our Form 10-Q for the fiscal quarter ended September 28, 2008)(1)
10.15
Employment Agreement dated May 19, 2015 with Emily C. Decker (incorporated by reference to our
Form 10-Q for the fiscal quarter ended June 28, 2015)(1)
10.16 Amendment No. 1 to 2003 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to our
Form 8-K filed on December 10, 2008)(1)
10.17 2012 Equity Incentive Plan (incorporated by reference to Appendix B to our Definitive Proxy Statement
filed March 22, 2012)(1)
10.18
Form of Notice of Performance-Based Restricted Stock Unit Award under the 2012 Equity Incentive Plan
(Officer Level) (incorporated by reference to Exhibit 10.17 to our Form 10-K filed February 28, 2014)(1)
10.19
Form of Notice of Incentive Stock Option Award under the 2012 Equity Incentive Plan (incorporated by
reference to Exhibit 10.18 to our Form 10-K filed February 28, 2014)(1)
10.20
Employment Agreement dated May 11, 2012 with Lee R. Patterson (incorporated by reference to Exhibit
10.19 to our Form 10-K filed February 28, 2014)(1)
10.21
Employment Agreement dated May 11, 2012 with Andrew D. Block (incorporated by reference to Exhibit
10.20 to our Form 10-K filed February 28, 2014)(1)
10.22
Credit Agreement Dated as of February 2, 2013 with the lenders from time to time thereto and Wells
Fargo Bank, National Association, as Administrative Agent and Issuing Lender (incorporated by reference
to Exhibit 10.1 to our Form 8-K filed February 12, 2013)
10.23
First Amendment to Credit Agreement dated as of May 5, 2014, with the Lenders from time to time party
thereto and Wells Fargo Bank, National Association, as Administrative Agent and Issuing Lender
(Incorporated by reference to Exhibit 10.1 to our quarterly report on Form 10-Q for the fiscal quarter
ended March 30, 2014)
10.24
Second Amendment to Credit Agreement dated as of July 22, 2015 among Buffalo Wild Wings, Inc., the
Lenders party thereto, and Wells Fargo Bank, National Association, as Administrative Agent (incorporated
by reference to Exhibit 10.1 to our Form 8-K filed on July 23, 2015)
21.1* List of Subsidiaries
23.1* Consent of KPMG LLP, Independent Registered Public Accounting Firm
24.1* Powers of Attorney (included on the signature page)
31.1* Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2* Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1* Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2* Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1*
Nevada Gaming Regulation
101*
The following financial statements from the Company’s 10-K for the fiscal year ended December 27,
2015, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Earnings, (iii)
Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Stockholder's
Equity, (v) Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements.
72
* Filed herewith.
(1) Management contract or compensatory arrangement required to be filed as an exhibit.
